HomeMy WebLinkAboutresolution.council.088-12 RESOLUTION NO.
Series of 2012
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING AN ASSIGNMENT OF A CONTRACT TO BUY AND SELL REAL
ESTATE (LAND) FOR PURCHASE OF THE LINDSAY PARCEL, FROM ALAN
BEYER, ASSIGNOR TO THE CITY OF ASPEN AND THE COUNTY OF PITKIN,
ASSIGNEES, AND AUTHORIZING THE MAYOR OR CITY MANAGER TO
EXECUTE SAID ASSIGNMENT ON BEHALF OF THE CITY OF ASPEN,
COLORADO.
WHEREAS, on or about July 5, 2012, Alan R. Beyer, as Buyer, and the Lindsay
Family Trust, as Seller, entered into a Contract to Buy and Sell Real Estate (Land) for the
purchase and sale approximately seven acres located on the North West side of Smuggler
Mountain, identified by City Open Space and Trails Board as the Lindsay parcel, the
location of which is identified on Attachment A. The Contract to Buy and Sell Real
Estate (Land) set forth in Attachment B; and
WHEREAS, the Contract states: "This Contract Shall be assignable by Buyer
without Seller's prior written consent;" and
WHEREAS, Alan R. Beyer is willing to assign the contract to the City of Aspen
and the County of Pitkin, who intend to acquire the property in joint ownership pursuant
to a management agreement that will be entered into at a later date, and has prepared an
Assignment of Contract to Buy and Sell Real Estate(Land), set forth in Attachment C;
and
WHEREAS, the City of Aspen Open Space and Trails Board recommends the
acquisition of this parcel.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that Assignment of
Contract to Buy and Sell Real Estate (Land), a copy of which is annexed hereto and
incorporated herein, for purchase of approximately seven acres located on the North West
side of Smuggler Mountain, identified as the Lindsay parcel, which contract for purchase
that is subject of the assignment is presently between the Alan R. Beyer and Lindsay
Family Trust, and does hereby authorize the Mayor or City Manager to execute said
assignment on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the day of sip , 2012.
Michael C. Ireland, Ma or
1, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council of the
City of Aspen, Colorado, at a meeting held on the day hereinabove stated.
Kathryn S. I ch, City Clerk
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I CONTRACT TO BUY AND SELL REAL ESTATE
(LAND)
3 (Property with No Residences)
4
5 Date: July 5,2012
6 AGREEMENT
7 1. AGREEMENT. Buyer, identified in §2.l, agrees to buy, and Seller, identified in §2.3, agrees to sell, the Property
8 described below on the terms and conditions set forth in this contract(Contract).
9 2. PARTIES AND PROPERTY.
10 2.1. Buyer. Buyer,Alan R Beyer, will take title to the Property described below.
11 2.2. Assignability and Inurement. This Contract Shall be assignable by Buyer without Seller's prior written consent.
12 Except as so restricted, this Contract shall inure to the benefit of and be binding upon the heirs, personal representatives,
13 successors and assigns of the parties.
14 2.3. Seller. Seller, Lindsay Family Trust,is the current owner of the Property described below.
15 2.4. Property. The Property is the following legally described real estate in the County of Pitkin, Colorado:
16 Section: Pitkin County Assessor Parcel No.273707100004,within 7 Township:10 Range:84 Lot 2 Sec 7-10-84,described by
17 Metes and Bounds and comprised of approximately 7.33 Acres;together with the interests,easements,rights,benefits,
18 improvements and attached fixtures appurtenant thereto,mineral rights,and all interest of Seller in vacated streets and alleys
19 adjacent thereto.
20 2.5. Inclusions. The Purchase Price includes the following additional items(Inclusions): any underlying mineral, gas, oil
21 or water rights,which Buyer may possess.
22 3. DATES AND DEADLINES.
Item No. Reference Event Date or Deadline
1 §4.2 Alternative Earnest Money Deadline July 17'h,2012
Title and Association
2 § 7.1 Record Title Deadline August 10` ,2012
3 § 7.2 Exceptions Request Deadline August 10` ,2012
4 § 8.1 Record Title Objection Deadline August 10` ,2012
5 § 8.2 Off-Record Title Deadline August 10`,2012
6 § 8.2 Off-Record Title Objection Deadline Se tember 20` ,2012
7 § 8.3 Title Resolution Deadline Se tember 20',2012
8 § 7.3 Association Documents Deadline NA
9 § 7.3 Association Documents Objection Deadline NA
10 § 8.5 Right of First Refusal Deadline NA
Seller's Property Disclosure
11 § 10.1 Seller's Property Disclosure Deadline August 10` ,2012
Loan and Credit
12 § 5.1 Loan Application Deadline NA
13 § 5.2 Loan Conditions Deadline NA
14 § 5.3 Buyer's Credit Information Deadline NA
15 § 5.3 Disapproval of Buyer's Credit Information Deadline NA
16 § 5.4 Existing Loan Documents Deadline NA
17 § 5.4 Existing Loan Documents Objection Deadline NA
18 § 5.4 Loan Transfer Approval Deadline NA
-- Appraisal
19 § 6.2 Appraisal Deadline NA
20 § 6.2 Appraisal Objection Deadline NA
Survey
21 § 9.1 Current Survey Deadline August 10` ,2012
22 §9.2 Current Survey Objection Deadline September 20',2012
Inspection and Due Diligence
Attachment B
23 § 10.2 Ins ection Objection Deadline September 20th,2012
24 § 10.3 Inspection Resolution Deadline September 20",2012
25 § 10.5 Property Insurance Objection Deadline September 20` ,2012
26 § 10.6 Due Diligence Documents Delivery Deadline August 10",2012
27 § 10.7 Due Diligence Documents Objection Deadline September 20` ,2012
28 § 10.8 Environmental Inspection Objection Deadline September 20t',2012
29 § 10.8 ADA Evaluation Objection Deadline September 20",2012
30 § 11.1 Tenant Estoppel Statements Deadline NA
31 § 11.2 Tenant Estoppel Statements Objection Deadline NA
Closing and Possession
32 § 12.3 Closing Date October 1",2012
33 § 17 Possession Date October 1",2012
34 § 17 Possession Time Noon
35 §28 Acceptance Deadline Date July 16t',2012
36 §28 Acceptance Deadline Time 6:00 PM
23 Note: Applicability of Terms.
24 Any box, blank or line in this Contract left blank or completed with the abbreviation "N/A", or the word "Deleted" means such
25 provision in Dates and Deadlines (§ 3), including any deadline, is not applicable and the corresponding provision of this Contract
26 to which reference is made is deleted.
27 The abbreviation"MEC"(mutual execution of this Contract)means the date upon which both parties have signed this Contract.
28 4. PURCHASE PRICE AND TERMS.
29 4.1. Price and Terms. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows:
Item No. Reference Item Amount Amount
1 § 4.1 Purchase Price $ $650,000.00
2 § 4.2 Earnest Money $ $10,000.00
3 §4.5 New Loan
4 § 4.6 Assumption Balance
5 § 4.7 Seller or Private Financing
6
7
8 § 4.3 Cash at Closing $640,000.00
9 TOTAL $ $650,000.00 $ $650,000.00
30 4.2. Earnest Money. The Earnest Money set forth in this section, in the form of personal check, shall be payable to and
31 held by Land Title,Aspen, Colorado(Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest
32 Money deposit shall be tendered with this Contract unless the parties mutually agree to an Alternative Earnest Money Deadline
33 (§ 3) for its payment. If Earnest Money Holder is other than the Brokerage Firm identified in §33 or § 34, Closing Instructions
34 signed by Buyer, Seller and Earnest Money Holder must be obtained on or before delivery of Earnest Money to Earnest Money
35 Holder.The parties authorize delivery of the Earnest Money deposit to the company conducting the Closing(Closing Company), if
36 any, at or before Closing. In the event Earnest Money Holder has agreed to have interest on Earnest Money deposits transferred to
37 a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree
38 that any interest accruing on the Earnest Money deposited with the Earnest Money Holder in this transaction shall be transferred to
39 such fund.
40 4.2.1. Alternative Earnest Money Deadline. The deadline for delivering the Earnest Money, if other than at the
41 time of tender of this Contract is as set forth as the Alternative Earnest Money Deadline(§ 3).
42 4.2.2. Return of Earnest Money. If Buyer has a Right to Terminate and timely terminates, Buyer shall be
43 entitled to the return of Earnest Money as provided in this Contract. If this Contract is terminated as set forth in § 25 and, except as
44 provided in §24, if the Earnest Money has not already been returned following receipt of a Notice to Terminate, Seller agrees to
45 execute and return to Buyer or Broker working with Buyer, written mutual instructions, i.e., Earnest Money Release form, within
46 three days of Seller's receipt of such form.
47 4.3. Form of Funds; Time of Payment; Funds Available.
48 4.3.1. Good Funds. All amounts payable by the parties at Closing, including any loan proceeds, Cash at Closing
49 and closing costs, shall be in funds that comply with all applicable Colorado laws, including electronic transfer funds, certified
50 check, savings and loan teller's check and cashier's check(Good Funds).
Attachment B
51 4.3.2. Available Funds. All funds required to be paid at Closing or as otherwise agreed in writing between the
52 parties shall be timely paid to allow disbursement by Closing Company at Closing OR SUCH PARTY SHALL BE IN DEFAULT.
53
54 4.5. New Loan. N/A
55
56 TRANSACTION PROVISIONS
57 5. FINANCING CONDITIONS AND OBLIGATIONS. N/A
58 6. APPRAISAL PROVISIONS. NA
59
60 7. TITLE AND ASSOCIATION DOCUMENTS.
61 7.1. Evidence of Title. On or before Record Title Deadline(§ 3), Seller shall cause to be furnished to Buyer,at Seller's
62 expense,a current commitment for owner's title insurance policy(Title Commitment)in an amount equal to the Purchase Price.
63 If title insurance is furnished, Seller shall also deliver to Buyer copies of any abstracts of title covering all or any portion of the
64 Property (Abstract) in Seller's possession. At Seller's expense, Seller shall cause the title insurance policy to be issued and
65 delivered to Buyer as soon as practicable at or after Closing. The title insurance commitment Shall Not commit to delete or insure
66 over the standard exceptions which relate to: (1) parties in possession, (2) unrecorded easements, (3) survey matters, (4)
67 unrecorded mechanics' liens, (5) gap period (effective date of commitment to date deed is recorded), and (6) unpaid taxes,
68 assessments and unredeemed tax sales prior to the year of Closing. Any additional premium expense to obtain this additional
69 coverage shall be paid by Seller
70 Note: The title insurance company may not agree to delete or insure over any or all of the standard exceptions. Buyer shall have
71 the right to review the Title Commitment, its provisions and Title Documents (defined in § 7.2), and if not satisfactory to Buyer,
72 Buyer may exercise Buyer's rights pursuant to § 8.1.
73 7.2. Copies of Exceptions. On or before Record Title Deadline (§ 3), Seller, at Seller's expense, shall furnish to Buyer
74 (1) copies of any plats, declarations, covenants, conditions and restrictions burdening the Property, and (2) if a Title Commitment
75 is required to be furnished, Copies of any Other Documents(or, if illegible, summaries of such documents)listed in the schedule
76 of exceptions (Exceptions). Seller shall have the obligation to furnish these documents pursuant to this section if requested by
77 Buyer any time on or before Exceptions Request Deadline (§ 3). This requirement shall pertain only to documents as shown of
78 record in the office of the clerk and recorder in the county where the Property is located and any other known documents. The
79 Abstract or Title Commitment, together with any copies or summaries of such documents furnished pursuant to this section,
80 constitute the title documents (collectively, Title Documents).
81 8. RECORD TITLE AND OFF-RECORD TITLE MATTERS.
82 8.1. Record Title Matters. Buyer has the right to review and object to any of the Title Documents (Right to Object,
83 Resolution), as set forth in § 8.3. Buyer's objection may be based on any unsatisfactory form or content of Title Commitment,
84 notwithstanding § 13, or any other unsatisfactory title condition, in Buyer's sole subjective discretion. If Buyer objects to any of
85 the Title Documents, Buver shall cause Seller to receive Buyer's Notice to Tenninate or Notice of Title Objection on or before
86 Record Title Objection Deadline (§ 3). If Title Documents are not received by Buyer, on or before the Record Title Deadline
87 (§3), or if there is an endorsement to the Title Commitment that adds a new Exception to title,a copy of the new Exception to title
88 and the modified Title Commitment shall be delivered to Buyer. Buyer shall cause Seller to receive Buyer's Notice to Terminate
89 or Notice of Title Objection on or before ten days after receipt by Buyer of the following documents: (1) any required Title
90 Document not timely received by Buyer, (2) any change to the Title Documents, or(3) endorsement to the Title Commitment. If
91 Seller receives Buyer's Notice to Terminate or Notice of Title Objection, pursuant to this § 8.1 (Record Title Matters), any title
92 objection by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object, Resolution). If Seller
93 does not receive Buyer's Notice to Terminate or Notice of Title Objection by the applicable deadline specified above, Buyer
94 accepts the condition of title as disclosed by the Title Documents as satisfactory.
95 8.2. Off-Record Title Matters. Seller shall deliver to Buyer, on or before Off-Record Title Deadline (§ 3),true copies
96 of all existing surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including,
97 without limitation, governmental improvements approved, but not yet installed) or other title matters (including, without
98 limitation,rights of first refusal and options)not shown by public records, of which Seller has actual knowledge. Buyer shall have
99 the right to inspect the Property to investigate if any third party has any right in the Property not shown by public records(such as
100 an unrecorded easement, unrecorded lease, boundary line discrepancy or water rights). Buyer's Notice to Terminate or Notice of
101 Title Objection of any unsatisfactory condition(whether disclosed by Seller or revealed by such inspection, notwithstanding§ 13),
102 in Buyer's sole subjective discretion,shall be received by Seller on or before Off-Record Title Objection Deadline(§ 3).If Seller
103 receives Buyer's Notice to Terminate or Notice of Title Objection pursuant to this § 8.2 (Off-Record Title Matters), any title
104 objection by Buyer and this Contract shall be governed by the provisions set forth in § 8.3 (Right to Object, Resolution). If Seller
Attachment B
105 does not receive Buyer's Notice to Terminate or Notice of Title Objection, on or before Off-Record Title Objection Deadline
106 (§ 3),Buyer accepts title subject to such rights, if any,of third parties of which Buyer has actual knowledge.
107 8.3. Right to Object, Resolution. Buyer's right to object to any title matters shall include, but not be limited to those
108 matters set forth in §§ 8.1 (Record Title Matters), 8.2 (Off-Record Title Matters) and 13 (Transfer of Title), in Buyer's sole
109 subjective discretion (collectively, Notice of Title Objection). If Buyer objects to any title matter, on or before the applicable
110 deadline,Buyer shall have the choice to either(1)object to the condition of title,or(2)terminate this Contract.
111 8.3.1. Title Resolution. If Seller receives Buyer's Notice of Title Objection, as provided in § 8.1 (Record Title
112 Matters) or § 8.2 (Off-Record Title Matters), on or before the applicable deadline, and if Buyer and Seller have not agreed to a
113 written settlement thereof on or before Title Resolution Deadline (§ 3), this Contract shall terminate on the expiration of Title
114 Resolution Deadline (§ 3), unless Seller receives Buyer's written withdrawal of Buyer's Notice of Title Objection (i.e., Buyer's
115 written notice to waive objection to such items and waives the Right to Terminate for that reason), on or before expiration of Title
116 Resolution Deadline(§ 3).
117 8.3.2. Right to Terminate—Title Objection. Buyer shall have the Right to Terminate under§ 25.1, on or before
118 the applicable deadline,based on any unsatisfactory title matter, in Buyer's sole subjective discretion.
119 8.4. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
120 INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE
121 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK
122 FOR INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT WHERE
123 CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
124 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYERS SHOULD INVESTIGATE THE
125 SPECIAL TAXING DISTRICTS IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
126 TREASURER, BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE PROPERTY, AND BY OBTAINING
127 FURTHER INFORMATION FROM THE BOARD OF COUNTY COMMISSIONERS, THE COUNTY CLERK AND
128 RECORDER,OR THE COUNTY ASSESSOR.
129 Buyer shall have the Right to Terminate under §25.1, on or before Off-Record Title Objection Deadline (§ 3), based on
130 any unsatisfactory effect of the Property being located within a special taxing district, in Buyer's sole subjective discretion.
131 8.5. Right of First Refusal or Contract Approval. NA
132 8.6. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed
133 carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property,
134 including, without limitation, boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements,
135 leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and
136 environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the
137 surface estate does not necessarily include transfer of the mineral rights or water rights. Third parties may hold interests in
138 oil, gas, other minerals, geothermal energy or water on or under the Property, which interests may give them rights to
139 enter and use the Property. Such matters may be excluded from or not covered by the title insurance policy.Buyer is advised to
140 timely consult legal counsel with respect to all such matters as there are strict time limits provided in this Contract [e.g., Record
141 Title Objection Deadline(§ 3)and Off-Record Matters Objection Deadline(§ 3)].
142 9. CURRENT SURVEY REVIEW.
143 9.1. Current Survey Conditions. If the box in § 9.1.1 or § 9.1.2 is checked,Buyer, the issuer of the Title Commitment
144 or the provider of the opinion of title if an abstract, shall receive a Current Survey, i.e., Improvement Location Certificate,
145 Improvement Survey Plat or other form of survey set forth in § 9.1.2 (collectively, Current Survey), on or before Current Survey
146 Deadline(§ 3). The Current Survey shall be certified by the surveyor to all those who are to receive the Current Survey.
147 9.1.1. Improvement Location Certificate. If the box in this § 9.1.1 is checked, Buyer shall order or provide,and
148 pay,on or before Closing,the cost of an Improvement Location Certificate.
149 ® 9.1.2. Other Survey. If the box in this § 9.1.2 is checked, a Current Survey, other than an Improvement Location
150 Certificate, shall be an ® Improvement Survey Plat ❑ . The parties agree that payment
151 of the cost of the Current Survey and obligation to order or provide the Current Survey shall be as follows: by Buyer.
152
153 9.2. Survey Objection. Buyer shall have the right to review and object to the Current Survey. Buyer shall have the Right
154 to Terminate under §25.1, on or before the Current Survey Objection Deadline (§3), if the Current Survey is not timely
155 received by Buyer or based on any unsatisfactory matter with the Current Survey,notwithstanding§ 8.2 or § 13.
Attachment B
156 1 DISCLOSURE,INSPECTION AND DUE DILIGENCE
157 10. PROPERTY DISCLOSURE, INSPECTION, INDEMNITY, INSURABILITY, DUE DILIGENCE AND SOURCE
158 OF WATER.
159 10.1. Seller's Property Disclosure Deadline. On or before Seller's Property Disclosure Deadline(§3), Seller agrees to
160 deliver to Buyer the most current version of the applicable Colorado Real Estate Commission's Seller's Property Disclosure form
161 completed by Seller to Seller's actual knowledge,current as of the date of this Contract.
162 10.2. Inspection Objection Deadline. Unless otherwise provided in this Contract, Buyer acknowledges that Seller is
163 conveying the Property to Buyer in an"as is" condition, "where is"and"with all faults". Seller shall disclose to Buyer, in writing,
164 any latent defects actually known by Seller. Buyer, acting in good faith, shall have the right to have inspections (by one or more
165 third parties, personally or both) of the Property and Inclusions (Inspection), at Buyer's expense. If(1)the physical condition of
166 the Property, including,but not limited to, the roof, walls, structural integrity of the Property,the electrical, plumbing, HVAC and
167 other mechanical systems of the Property, (2) the physical condition of the Inclusions, (3) service to the Property (including
168 utilities and communication services), systems and components of the Property, e.g. heating and plumbing, (4) any proposed or
169 existing transportation project,road, street or highway, or(5)any other activity, odor or noise(whether on or off the Property)and
170 its effect or expected effect on the Property or its occupants is unsatisfactory, in Buyer's sole subjective discretion, Buyer shall, on
171 or before Inspection Objection Deadline(§ 3):
172 10.2.1. Notice to Terminate. Notify Seller in writing that this Contract is terminated; or
173 10.2.2. Inspection Objection. Deliver to Seller a written description of any unsatisfactory physical condition that
174 Buyer requires Seller to correct.
175 Buyer shall have the Right to Terminate under § 25.1, on or before Inspection Objection Deadline (§ 3), based on any
176 unsatisfactory physical condition of the Property or Inclusions, in Buyer's sole subjective discretion.
177 10.3. Inspection Resolution Deadline. If an Inspection Objection is received by Seller, on or before Inspection
178 Objection Deadline (§ 3), and if Buyer and Seller have not agreed in writing to a settlement thereof on or before Inspection
179 Resolution Deadline(§ 3), this Contract shall terminate on Inspection Resolution Deadline(§ 3), unless Seller receives Buyer's
180 written withdrawal of the Inspection Objection before such termination, i.e., on or before expiration of Inspection Resolution
181 Deadline(§ 3).
182 10.4. Damage, Liens and Indemnity. Buyer, except as otherwise provided in this Contract or other written agreement
183 between the parties, is responsible for payment for all inspections,tests, surveys, engineering reports, or any other work performed
184 at Buyer's request(Work)and shall pay for any damage that occurs to the Property and Inclusions as a result of such Work. Buyer
185 shall not permit claims or liens of any kind against the Property for Work performed on the Property at Buyer's request. Buyer
186 agrees to indemnify, protect and hold Seller harmless from and against any liability, damage, cost or expense incurred by Seller
187 and caused by any such Work, claim, or lien. This indemnity includes Seller's right to recover all costs and expenses incurred by
188 Seller to defend against any such liability, damage, cost or expense, or to enforce this section, including Seller's reasonable
189 attorney fees,legal fees and expenses. The provisions of this section shall survive the termination of this Contract.
190 10.5. Insurability. Buyer shall have the right to review and object to the availability, terms and conditions of and
191 premium for property insurance(Property Insurance).Buyer shall have the Right to Terminate under§25.1,on or before Property
192 Insurance Objection Deadline (§ 3),based on any unsatisfactory provision of the Property Insurance, in Buyer's sole subjective
193 discretion.
194 10.6. Due Diligence Documents. Seller agrees to deliver copies of the following documents and information pertaining to
195 the Property (Due Diligence Documents)to Buyer on or before Due Diligence Documents Delivery Deadline(§3)to the extent
196 such Due Diligence Documents exist and are in Seller's possession:
197 10.6.1. All contracts relating to the operation, maintenance and management of the Property;
198 10.6.2. Property tax bills for the last 5 years;
199 10.6.3. As-built construction plans to the Property and the tenant improvements, including architectural, electrical,
200 mechanical, and structural systems;engineering reports;and permanent Certificates of Occupancy,to the extent now available;
201 10.6.4. A list of all Inclusions to be conveyed to Buyer;
202 10.6.5. Operating statements for the past 5 years;
203 10.6.6. A rent roll accurate and correct to the date of this Contract;
204 10.6.7. All current leases, including any amendments or other occupancy agreements, pertaining to the Property
205 (Leases);
206 10.6.8. A schedule of any tenant improvement work Seller is obligated to complete but has not yet completed and
207 capital improvement work either scheduled or in process on the date of this Contract;
208 10.6.9. All insurance policies pertaining to the Property and copies of any claims which have been made for the past
209 3 years;
210 10.6.10. Soils reports, Surveys and engineering reports or data pertaining to the Property (if not delivered earlier
211 under§ 8.2);
Attachment B
212 10.6.11. Any and all existing documentation and reports regarding Phase I and II environmental reports, letters, test
213 results, advisories,and similar documents respective to the existence or nonexistence of asbestos,PCB transformers, or other toxic
214 hazardous or contaminated substances, and/or underground storage tanks and/or radon gas. If no reports are in Seller's possession
215 or known to Seller, Seller shall warrant that no such reports are in Seller's possession or known to Seller;
216 10.6.12. Any Americans with Disabilities Act reports, studies or surveys concerning the compliance of the Property
217 with said Act;
218 10.6.13. All permits, licenses and other building or use authorizations issued by any governmental authority with
219 jurisdiction over the Property and written notice of any violation of any such permits, licenses or use authorizations, if any; and
220 10.6.14. Other Documents: any additional documents that may pertain to the property.
221 10.7. Due Diligence Documents Conditions. Buyer shall have the right to review and object to Due Diligence
222 Documents, zoning and any use restrictions imposed by any governmental agency with jurisdiction over the Property (Zoning), in
223 Buyer's sole subjective discretion, or Seller's failure to deliver to Buyer all Due Diligence Documents. Buyer shall also have the
224 unilateral right to waive any condition herein.
225 10.7.1. Due Diligence Documents Objection. Buyer shall have the Right to Terminate under §25.1, on or before
226 Due Diligence Documents Objection Deadline (§3), based on any unsatisfactory matter with the Due Diligence Documents in
227 Buyer's sole subjective discretion. If, however, Due Diligence Documents are not timely delivered under§ 10.6, or if Seller fails to
228 deliver all Due Diligence Documents to Buyer, then Buyer shall have the Right to Terminate under § 25.1 on or before the earlier
229 of ten days after Due Diligence Documents Objection Deadline(§ 3)or Closing.
230 10.7.2. Zoning. Buyer shall have the Right to Terminate under § 25.1, on or before Due Diligence Documents
231 Objection Deadline(§3),based on any unsatisfactory zoning, in Buyer's sole subjective discretion.
232 10.7.3. Source of Potable Water (Residential Land and Residential Improvements Only). Buyer
233 ® Does Not acknowledge receipt of a copy of Seller's Property Disclosure or Source of Water Addendum disclosing the source
234 of potable water for the Property. Buyer®Does Not acknowledge receipt of a copy of the current well permit.
235 ❑There is No Well.
236 Note to Buyer: SOME WATER PROVIDERS RELY, TO VARYING DEGREES, ON NONRENEWABLE GROUND
237 WATER. YOU MAY WISH TO CONTACT YOUR PROVIDER (OR INVESTIGATE THE DESCRIBED SOURCE) TO
238 DETERMINE THE LONG-TERM SUFFICIENCY OF THE PROVIDER'S WATER SUPPLIES.
239 10.8. Due Diligence—Environmental, ADA. Buyer shall have the right to obtain environmental inspections of the
240 Property including Phase I and Phase II Environmental Site Assessments, as applicable. ® Buyer may order or provide ® Phase
241 I Environmental Site Assessment, ® Phase II Environmental Site Assessment (compliant with ASTM E1527-05 standard
242 practices for Environmental Site Assessments)and/or ❑ , at the expense of
243 ® Buyer (Environmental Inspection). In addition, Buyer may also conduct an evaluation whether the Property complies with the
244 Americans with Disabilities Act (ADA Evaluation). All such inspections and evaluations shall be conducted at such times as are
245 mutually agreeable to minimize the interruption of Seller's and any Seller's tenants' business uses of the Property, if any.
246 If Buyer's Phase I Environmental Site Assessment recommends a Phase II Environmental Site Assessment, the
247 Environmental Inspection Objection Deadline (§3) shall be extended by 30 days (Extended Environmental Inspection
248 Objection Deadline) and if such Extended Environmental Inspection Objection Deadline extends beyond the Closing Date (§ 3),
249 the Closing Date(§3)shall be extended a like period of time.
250 Buyer shall have the Right to Terminate under §25,1,on or before Environmental Inspection Objection Deadline(§3), or
251 if applicable the Extended Environmental Inspection Objection Deadline, based on any unsatisfactory results of Environmental
252 Inspection, in Buyer's sole subjective discretion.
253 Buyer shall have the Right to Tenninate under § 25.1, on or before ADA Evaluation Objection Deadline (§ 3), based on
254 any unsatisfactory ADA Evaluation, in Buyer's sole subjective discretion.
255 10.9. Existing Leases; Modification of Existing Leases; New Leases. Seller states that none of the Leases to be assigned
256 to the Buyer at the time of Closing contain any rent concessions, rent reductions or rent abatements except as disclosed in the
257 Lease or other writing received by Buyer. Seller shall not amend, alter, modify, extend or cancel any of the Leases nor shall Seller
258 enter into any new leases affecting the Property without the prior written consent of Buyer, which consent shall not be
259 unreasonably withheld or delayed.
260 11. TENANT ESTOPPEL STATEMENTS.NA
261 12. CLOSING DOCUMENTS, INSTRUCTIONS AND CLOSING.
262 12.1. Closing Documents and Closing Information. Seller and Buyer shall cooperate with the Closing Company to
263 enable the Closing Company to prepare and deliver documents required for Closing to Buyer and Seller and their designees. If
264 Buyer is obtaining a new loan to purchase the Property, Buyer acknowledges Buyer's lender shall be required to provide the
265 Closing Company in a timely manner all required loan documents and financial information concerning Buyer's new loan. Buyer
266 and Seller will furnish any additional information and documents required by Closing Company that will be necessary to complete
267 this transaction. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing.
Attachment B
268 12.2. Closing Instructions. Buyer and Seller agree to execute the Colorado Real Estate Commission's Closing Instructions.
269 Such Closing Instructions ® Are Not executed with this Contract. Upon mutual exebution, ® Seller ❑ Buyer shall deliver
270 such Closing Instructions to the Closing Company.
271 12.3. Closing. Delivery of deed from Seller to Buyer shall be at closing(Closing). Closing shall be on the date specified
272 as the Closing Date (§ 3) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by
273 Escrow Agent.
274 12.4. Disclosure of Settlement Costs. Buyer and Seller acknowledge that costs, quality, and extent of service vary
275 between different settlement service providers(e.g.,attorneys,lenders, inspectors and title companies).
276 13. TRANSFER OF TITLE. Subject to tender of payment at Closing as required herein and compliance by Buyer with the
277 other terms and provisions hereof, Seller shall execute and deliver a good and sufficient warrant deed to Buyer, at Closing,
278 conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title
279 shall be conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of
280 Buyer's signature hereon,whether assessed or not. Title shall be conveyed subject to:
281 13.1. Those specific Exceptions described by reference to recorded documents as reflected in the Title Documents
282 accepted by Buyer in accordance with Record Title Matters(§ 8.1),
283 13.2. N/A,
284 13.3. N/A,
285 13.4. N/A,and
286 13.5. Other N/A
287 PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before Closing from the
288 proceeds of this transaction or from any other source.
289 15. CLOSING COSTS,CLOSING FEE,ASSOCIATION FEES AND TAXES.
290 15.1. Closing Costs. Buyer and Seller shall pay, in Good Funds,their respective closing costs and all other items required
291 to be paid at Closing, except as otherwise provided herein.
292 15.2. Closing Services Fee. The fee for real estate closing services shall be paid at Closing One-Half by Buyer and One-
293 Half by Seller.
294 15.3. Status Letter and Transfer Fees. Any fees incident to the issuance of Association's statement of assessments
295 (Status Letter) shall be paid by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ® None. Any transfer
296 fees assessed by the Association including, but not limited to, any record change fee, regardless of name or title of such fee
297 (Association's Transfer Fee)shall be paid by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ®None.
298 15.4. Local Transfer Tax. ❑ The Local Transfer Tax of % of the Purchase Price shall be paid at Closing
299 by ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ® None.
300 15.5. Private Transfer Fee. Private transfer fees and other fees due to a transfer of the Property,payable at Closing, such
301 as community association fees,developer fees and foundation fees,shall be paid at Closing by ❑ Buyer ❑ Seller ❑One-Half
302 by Buyer and One-Half by Seller ® None.
303 15.6. Sales and Use Tax. Any sales and use tax that may accrue because of this transaction shall be paid when due by
304 ❑ Buyer ❑ Seller ❑ One-Half by Buyer and One-Half by Seller ® None.
305 16. PRORATIONS. The following shall be prorated to Closing Date(§ 3), except as otherwise provided:
306 16.1. Taxes. Personal property taxes, if any, special taxing district assessments, if any, and general real estate taxes for the
307 year of Closing,based on ®Taxes for the Calendar Year Immediately Preceding.
308 16.2. Rents. NA
309 16.3. Association Assessments. NA
310 16.4. Other Prorations. NA
311 16.5. Final Settlement. Unless otherwise agreed in writing,these prorations shall be final.
312 17. POSSESSION. Possession of the Property shall be delivered to Buyer on Possession Date (§ 3) at Possession Time (§ 3),
313 subject to the following Leases or tenancies: none
314
315 If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally
316 liable to Buyer for payment of$500.00 per day (or any part of a day notwithstanding § 18.1) from Possession Date (§ 3) and
317 Possession Time(§ 3)until possession is delivered.
318
319
320
Attachment B
321 GENERAL PROVISIONS
322 18. DAY; COMPUTATION OF PERIOD OF DAYS,DEADLINE.
323 18.1. Day. As used in this Contract, the term "day" shall mean the entire day ending at 11:59 p.m., United States
324 Mountain Time(Standard or Daylight Savings as applicable).
325 18.2. Computation of Period of Days, Deadline. In computing a period of days, when the ending date is not specified,
326 the first day is excluded and the last day is included. If any deadline falls on a Saturday, Sunday or federal or Colorado state
327 holiday(Holiday), such deadline shall be extended to the next day that is not a Saturday, Sunday or Holiday
328 19. CAUSES OF LOSS, INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS AND
329 WALK-THROUGH. Except as otherwise provided in this Contract, the Property, Inclusions or both shall be delivered in the
330 condition existing as of the date of this Contract,ordinary wear and tear excepted.
331 19.1. Causes of Loss, Insurance. In the event the Property or Inclusions are damaged by fire, other perils or causes of
332 loss prior to Closing in an amount of not more than ten percent of the total Purchase Price (Property Damage), Seller shall be
333 obligated to repair the same before Closing Date(§ 3). In the event such damage is not repaired within said time or if the damage
334 exceeds such sum, this Contract may be terminated at the option of Buyer. Buyer shall have the Right to Terminate under §25.1,
335 on or before Closing Date (§3), based on any Property Damage not repaired before Closing Date (§3). Should Buyer elect to
336 carry out this Contract despite such Property Damage, Buyer shall be entitled to a credit at Closing for all insurance proceeds that
337 were received by Seller (but not the Association, if any) resulting from such damage to the Property and Inclusions, plus the
338 amount of any deductible provided for in such insurance policy. Such credit shall not exceed the Purchase Price.In the event Seller
339 has not received such insurance proceeds prior to Closing,the parties may agree to extend the Closing Date(§ 3) or, at the option
340 of Buyer, Seller shall assign such proceeds at Closing, plus credit Buyer the amount of any deductible provided for in such
341 insurance policy,but not to exceed the total Purchase Price.
342 19.2. Damage,Inclusions and Services.NA
343 19.3. 'Condemnation. In the event Seller receives actual notice prior to Closing that a pending condemnation action may
344 result in a taking of all or part of the Property or Inclusions, Seller shall promptly notify Buyer, in writing, of such condemnation
345 action. Buyer shall have the Right to Terminate under§25.1,on or before Closing Date(§ 3), based on such condemnation action,
346 in Buffer's sole subjective discretion. Should Buyer elect to consummate this Contract despite such diminution of value to the
347 Property and Inclusions, Buyer shall be entitled to a credit at Closing for all condemnation proceeds awarded to Seller for the
348 diminution in the value of the Property or Inclusions but such credit shall not include relocation benefits or expenses, or exceed the
349 Purchase Price.
350 19.4. Walk-Through and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through
351 the Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this Contract.
352 19.5. Risk of Loss—Growing Crops.NA
353 20. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer and Seller acknowledge
354 that this document has important legal consequences and have considered the examination of title and consultation with legal and
355 tax or other counsel before signing this Contract.
356 21. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as
357 Earnest Money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any obligation
358 hereunder is not performed or waived as herein provided,there shall be the following remedies:
359 21.1. If Buyer is in Default:
360 ❑ 21.1.1. Specific Performance. Seller may elect to treat this Contract as canceled, in which case all Earnest Money
361 (whether or not paid by Buyer) shall be paid to Seller and retained by Seller; and Seller may recover such damages as may be
362 proper; or Seller may elect to treat this Contract as being in full force and effect and Seller shall have the right to specific
363 performance or damages, or both.
364 21.1.2. Liquidated Damages, Applicable. This §21.1.2 shall apply unless the box in tZ 21.1.1. is checked. All
365 Earnest Money (whether or not paid by Buyer) shall be paid to Seller, and retained by Seller. Both parties shall thereafter be
366 released from all obligations hereunder. It is agreed that the Earnest Money specified in §4.1 is LIQUIDATED DAMAGES, and
367 not a penalty, which amount the parties agree is fair and reasonable and (except as provided in §§ 10.4, 22, 23 and 24), said
368 payment of Earnest Money shall be SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of
369 this Contract. Seller expressly waives the remedies of specific performance and additional damages.
370 21.2. If Seller is in Default: Buyer may elect to treat this Contract as canceled, in which case all Earnest Money received
371 hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this Contract as
372 being in full force and effect and Buyer shall have the right to specific performance or damages, or both.
Attachment B
373 22. LEGAL FEES,COST AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration
374 or litigation relating to this Contract,prior to or after Closing Date(§ 3),the arbitrator or court shall award to the prevailing party
375 all reasonable costs and expenses, including attorney fees,legal fees and expenses.
376 23. MEDIATION.N/A
377 24. EARNEST MONEY DISPUTE. Except as otherwise provided herein, Earnest Money Holder shall release the Earnest
378 Money as directed by written mutual instructions, signed by both Buyer and Seller. In the event of any controversy regarding the
379 Earnest Money(notwithstanding any termination of this Contract), Earnest Money Holder shall not be required to take any action.
380 Earnest Money Holder, at its option and sole subjective discretion, may (1) await any proceeding, (2) interplead all parties and
381 deposit Earnest Money into a court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees,
382 or (3) provide notice to Buyer and Seller that unless Earnest Money Holder receives a copy of the Summons and Complaint or
383 Claim (between Buyer and Seller)containing the case number of the lawsuit(Lawsuit)within one hundred twenty days of Earnest
384 Money Holder's notice to the parties,Earnest Money Holder shall be authorized to return the Earnest Money to Buyer. In the event
385 Earnest Money Holder does receive a copy of the Lawsuit, and has not interpled the monies at the time of any Order, Earnest
386 Money Holder shall disburse the Earnest Money pursuant to the Order of the Court. The provisions of this §24 apply only if the
387. Earnest Money Holder is one of the Brokerage Finns named in § 33 or§34.
388 25. TERMINATION.
389 25.1. Right to Terminate. If a parry has a right to terminate, as provided in this Contract (Right to Terminate), the
390 termination shall be effective upon the other party's receipt of a written notice to terminate (Notice to Terminate), provided such
391 written notice was received on or before the applicable deadline specified in this Contract. If the Notice to Terminate is not
392 received on or before the specified deadline, the party with the Right to Terminate shall have accepted the specified matter,
393 document or condition as satisfactory and waived the Right to Terminate under such provision.
394 25.2. Effect of Termination. In the event this Contract is terminated, all Earnest Money received hereunder shall be
395 returned and the parties shall be relieved of all obligations hereunder,subject to §§ 10.4,22 and 24.
396 26. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This Contract, its exhibits and specified addenda, constitute
397 the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto,whether oral or
398 written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall
399 be valid,binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this Contract
400 that,by its terms, is intended to be performed after termination or Closing shall survive the same.
401 27. NOTICE,DELIVERY,AND CHOICE OF LAW.
402 27.1. Physical Delivery. All notices must be in writing, except as provided in §27.2. Any document, including a signed
403 document or notice, from or on behalf of Seller, and delivered to Buyer shall be effective when physically received by Buyer, any
404 signatory on behalf of Buyer, any named individual of Buyer, any representative of Buyer, or Brokerage Firm of Broker working
405 with Buyer and except as provided in §27.2. Any document, including a signed document or notice, from or on behalf of Buyer,
406 and delivered to Seller shall be effective when physically received by Seller, any signatory on behalf of Seller, any named
407 individual of Seller, any representative of Seller, or Brokerage Firm of Broker working with Seller (except for delivery, after
408 Closing, of the notice requesting mediation described in§23)and except as provided in §27.2.
409 27.2. Electronic Delivery. As an alternative to physical delivery, any document, including any signed document or
410 written notice, may be delivered in electronic form only by the following indicated methods: ® Facsimile ® Email
411 ® Internet ❑ No Electronic Delivery. If the box"No Electronic Delivery" is checked, this § 27.2 shall not be applicable and
412 §27.1 shall govern notice and delivery. Documents with original signatures shall be provided upon request of any party.
413 27.3. Choice of Law. This Contract and all disputes arising hereunder shall be governed by and construed in accordance
414 with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in Colorado for property
415 located in Colorado.
416 28. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and
417 Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance pursuant to §27 on or
418 before Acceptance Deadline Date(§ 3)and Acceptance Deadline Time(§ 3). If accepted,this document shall become a contract
419 between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed
420 a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.
421 29. GOOD FAITH. Buyer and Seller acknowledge that each party has an obligation to act in good faith, including but not
422 limited to, exercising the rights and obligations set forth in the provisions of Financing Conditions and Obligations (§ 5),
423 Record Title and Off-Record Title Matters (§ 8), Current Survey Review (§ 9) and Property Disclosure, Inspection,
424 Indemnity,Insurability,Due Diligence and Source of Water(§ 10).
Attachment B
425 ADDITIONAL PROVISIONS AND ATTACHMENTS
426
427 30. ADDITIONAL PROVISIONS. Right to Object; Cure. Sections 9.2& 10.7.1 of the Contract are deleted in
428 their entirety. Section 8.3 of the Contract is deleted in its entirety and replaced by the following: Buyer's right to object shall
429 include objection to any matter whatsoever concerning or related to the Property in any way and shall include,but shall not be
430 limited to,those matters set forth in Sections 7, 8, 9, 10 and 13 of the Contract. On or before 6:00 PM on the Title Objection
431 Deadline,Buyer may advise Seller, in writing, either that Buyer no longer wishes to purchase the Property or that there are
432 unsatisfactory conditions concerning the Property. If Buyer advises Seller that Buyer no longer wishes to purchase the Property,
433 then this Agreement shall terminate,and Buyer's Earnest Money and any interest earned thereon shall be promptly returned to
434 Buyer. If Buyer advises Seller that there are unsatisfactory conditions concerning the Property,then Buyer shall provide
435 a detailed description of such unsatisfactory conditions in such notice and Seller shall use good faith efforts to correct such
436 unsatisfactory conditions. On or before the Inspection Resolution Deadline,Buyer may, in Buyer's sole discretion, either waive
437 Buyer's objections to unsatisfactory conditions or terminate the Agreement and receive a full refund of all Earnest Money and any
438 interest earned thereon. If Buyer shall not terminate the Agreement by written notice sent to Seller on or before the Inspection
439 Resolution Deadline pursuant to the preceding sentence,then Buyer shall be deemed to have waived its prior objections to
440 unsatisfactory conditions and the Agreement shall remain in full force and effect.
441
442 Memorial: A permanent memorial bench and plaque(or similar monument)shall be placed along a proposed trail through or near
443 the property at a pleasant vantage point to honor Walter Sarad and connect the Lindsay family to Aspen.
444 31. ATTACHMENTS. NA
445 SIGNATURES
446
Buyer's Name: Alan R Beyer Buyer's Name:
Buyer's Signature Date July 12 Buyer's Signature Date
to 2012
Address: 024 Ardmore Drive Address:
Aspen,Colorado 81611
Phone No.: (970)948-3039 Phone No.:
Fax No.: (970)925-8392 Fax No.:
Electronic Address: abd @sopris.net Electronic Address:
447 [NOTE: If this offer is being countered or rejected,do not sign this document. Refer to§32]
Seller's Name: Seller's Name:
Seller's Signature Date Seller's Signature Date
Address: Address:
Phone No.: Phone No.:
Fax No.: Fax No.:
Electronic Address: Electronic Address:
448
449 32. COUNTER; REJECTION. This offer is ❑ Countered ❑Rejected.
450 Initials only of party(Buyer or Seller)who countered or rejected offer
451 END OF CONTRACT TO BUY AND SELL REAL ESTATE
Attachment B
ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE (LAND)
THIS ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE (LAND)
made and entered into this day of , 2012 by and between Alan R. Beyer
("Assignor") and the City of Aspen ("City"), 130 South Galena Street, Aspen, Colorado 81611
and the County of Pitkin ("County"), 530 E. Main Street, Aspen, Colorado 81611 ( collectively
referred to as the "Assignees"), concerns and specifies the following:
WITNESSETH:
WHEREAS, on or about July 5, 2012, Assignor, as Buyer, and the Lindsay Family Trust,
as Seller, entered into a Contract to Buy and Sell Real Estate (Land) (hereinafter the "Contract")
for the purchase and sale of the following described real property (hereinafter the "Property"):
Pitkin County Assessor Parcel No. 273707100004, within 7 Township: 10 Range:
84 Lot 2 Sec 7-10-84, described by Metes and Bounds and comprised of
approximately 7.33 Acres; together with the interests, easements, rights, benefits,
improvements and attached fixtures appurtenant thereto, mineral rights, and all
interests of Seller in vacated streets and alleys adjacent thereto (the "Property").
WHEREAS, the Contract states: "This Contract Shall be assignable by Buyer without
Seller's prior written consent;" and
WHEREAS the Assignor desires to assign the Contract to Assignees under the terms and
conditions of this Assignment; and
WHEREAS the Assignees desire to accept this Assignment and purchase the Property on
the terms of the Contract.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein,
the parties agree as follows:
1. Effective upon the payment to Assignor described in paragraph 2 below, Assignor hereby
transfers and assigns to Assignees all of the Assignor's rights and interests in the Contract,
including all of Assignor's rights in the Earnest Money paid under the Contract, and Assignee
agrees to assume all obligations of Assignor under the Contract.
2. On or before October 1, 2012, Assignees shall pay to Assignor a total of $10,000.00 as
reimbursement for the Earnest Money paid by Assignor under the Contract.
Attachment C
Assignment
Page 2
3. On or before October 1, 2012, Assignees shall pay to Assignor an amount to reimburse
Assignor all reasonable fees, expenses and costs incurred by Assignor, up to a maximum of
$20,000, for due diligence and investigations performed by Assignor related to the Contract and
to the Property which is the subject of the Contract.
4. The Property shall be purchased with Open Space funds or deeded in an appropriate
manner to ensure the use is limited to open space, trails and recreational purposes.
5. If both of the governing bodies of the Assignees shall fail to approve this Assignment on
or before September 27, 2012, this Assignment shall be void and unenforceable and Assignor
shall have the right to purchase the Property pursuant to the Contract; provided, however, that if
one or both of the Assignees approve this Assignment and agree to assume the Contract and be
fully responsible for purchasing the Property (either individually or together with the other
Assignee), then this Assignment shall remain in full force and effect.
6. The Contract shall not be further assigned by either Assignee unless approved in writing
by Assignor.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Contract
to Buy and Sell Real Estate (Land) as of the day and year above first written.
ASSIGNOR:
Alan R. Beyer
Alan R. Beyer
ASSIGNEES:
THE CITY OF ASPEN: THE COUNTY OF PITKIN
I L
Pitkin. County, Colorado
rlanica K. Vos Caudill
CIerk& Recorder
530 Fast Main
_-- Aspen, CO 51611
State of Colorado
County of Pifkin
I,Janice 1_ Vos Caudill, County Clerk and Recorder in and for said Pitl n County, in the State of Colorado
aforesaid, do hereby certify that the foregoing is a full, true and correct certified copy of
Reception Document TVPe Record Date
CERTIFIED COPY
C
/il
UTY
�•r° .•"� �, - C� &Recorder
1 1 1�
' RECEPTION#: 592786, 10/02/2012 at 03:35:30 PM, 1 OF 3, R $21.00
DF $0.00 Janice K. Vos Caudill, Pitkin County, CO
SPECIAL WARRANTY DEED
THIS DEED,made this,2E' day of _5w 2012 between
the Lindsay Family Trust,Dated Apri l 17,2009
grantor,and
the Board of County Commissioners of Pitkin County,Colorado
and the City of Aspen
whose legal addresses are:530 E.Main Street,3rd Floor,Aspen,CO 81611 an
130 S.Galena Street,Aspen,CO 81611
State of Colorado,grantees,
WITNESSETH,That the grantor,for and in consideration ofthe sum of:
($650,000.00)"'Six Hundred Fifty Thousand and 00/100 DOLLARS,
and other good and valuable consideration,the receipt and sufficiency of which is hereby acknowledged,has granted
bargained,sold and conveyed,and by these presents does grant,bargain,sell,convey,and confirm,unto the grantees,
their heirs and assigns forever,all the real property,together with all improvements,if any,situate,lying and being in the
County of PiWn and State of Colorado,described as follows:
See Attached"Exhibit"A"
also known by street and number as: n/a
TOGETHER with all and singular the hereditaments and appurtenances thereto belonging,or in anywise
appertaining,and the reversion and reversions,remainder and remainders,rents,issues and profits thereof;and all the
estate,right,title,interest,claim and demand whatsoever of the grantor,either in law or equity,of,in and to the above
bargained premises,with the hereditaments and appurtenances;
TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances,unto the
grantees,their heirs and assigns forever.The grantor,for itself,its heirs and personal representatives or successors,does
covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the
quiet and peaceable possession of the grantees,their heirs and assigns,against all and every person or persons claiming
the whole or any part thereof,by,through or under the grantor.
IN WITNESS WHEREOF,The grantor has executed this deed on the date set forth above.
Lindsay Family Trust,Dated April 17,2009
O• -r "
all Sharon L.Lindsay,Trustee
c
k e B.Lindsay,Trustee
P
f Notarial acknowledgment next page
d
d
N SPECIAL WARRANTY DEED Not Commissioned Approved.
Computerized Legal Forrns.Inc.P.O.Box 370424 Denver CO$0237 (303)779-0376 O 1995 All right,reserved.
RECEPTION#: 592786, 10/02/2012 at 03:35:30 PM, 2 OF 3,
Janice K. Vos Caudill, Pitkin County, CO
State ofJ )ss
County of d S )
The foregoing was acknowledged before me this��day of Se P7.2012 by:Sharon L.Lindsay and Duane
B.Lindsay as Trustees of the Lindsay Family Trust,Dated April 17,2009,grantors.
My commission expires:NO 1/ 7. °�Dlc1
Witness my hand and official seal.
. _ lll///LLLGGGh i
\1SEAL
F tl MILLER Notary Public
N:—,, - ..C-OREGON
C0Mtv.5 NO 432396
MYCOM"SSI(°. k0'.EMBER7,2012
Y COMMISSIONERS OF PITKIN COUNTY,COLORADO AND THE CITY OF ASPEN
SPECIAL WARRANTY DEED Not Commissi—d Approved.
Computerized Legtl Forms,Inc.P.O.Box 370424 Denver CO 80237 (303)779-0376 O 1995 All rights reserved
RECEPTION#: 592786, 10/02/2012 at 03:35:30 PM, 3 OF 3,
Janice K. Vos Caudill, Pitkin County, CO
Exhibit A
A PARCEL OF LAND SITUATED IN SECTION 7,TOWNSHIP 10 SOUTH,RANGE 84 WEST OF THE SIXTH PRINCIPAL
MERIDIAN AND ALSO KNOWN AS GOVERNMENT LOT 2 AS SHOWN ON THE DEPENDENT RESURVEY PLAT FILED MAY 30,
1980 IN THE COLORADO STATE OFFICE AND MORE FULLY DESCRIBED AS FOLLOWS:
BEGINNING AT A BLM BRASS CAP BEING THE NORTHWEST CORNER OF SAID LOT 2;
THENCE N 86 DEGREES 59'00"E 92.99 FEET;
THENCE S 00 DEGREES 01'00"W 939.51 FEET TO A BLM BRASS CAP BEING THE S.W.CORNER OF THE PARK TRUST
HUNTER CREEK PARCEL;
THENCE N 89 DEGREES 49'00"E 628.84 FEET;
THENCE S 43 DEGREES 51'30"W 613.10 FEET ALONG LINE 9-10 M.S.5304 LITTLE MAUD MINING CLAIM;
THENCE N 89 DEGREES 42'39"W 295.71 FEET TO A GRANITE STONE BEING CORNER NO.9 M.S.15047 BROWN PLACER;
THENCE N 00 DEGREES 02'18"W 1326.33 FEET ALONG LINE 9-8 OF SAID BROWN PLACER TO A GRANITE STONE BEING
CORNER NO.8 M.S.15047;
THENCE N 00 DEGREES 02'18"E 46.86 FEET TO THE POINT OF BEGINNING.
COUNTY OF PITKIN,STATE OF COLORADO.
Form 13426 072008 exhibit.a.odt Q62004720 115101419} _
RECEPTION#: 592562, 09/2612012 at
01:03:05 PM,
1 OF 5, R $0.00 Doc Code ORDINANCE
Janice K.Vos Caudill, Pitkin County, CO
AN ORDINANCE OF THE
BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY,COLORADO,AUTHORIZING THE ASSIGNMENT OF
THE CONTRACT TO PURCHASE THE LINDSAY PARCEL IN
PARTNERSHIP WITH THE CITY OF ASPEN
ORDINANCE#Z2° ,SERIES OF 2012
RECITALS
1. The Voters of Pitkin County and the Pitkin County Commissioners established an Open
Space and Trails Fund for the purposes of preserving and providing open space and trails
resources in Pitkin County, and established an Open Space and Trails Board of Trustees to
guide the expenditure of those funds.
2. The Open Space and Trails Program is charged with protecting open space, habitat, scenic
view planes, and recreational routes on public lands.
3. The Lindsay Parcel is a 7.12-acre property on Smuggler Mountain that possesses important
natural, scenic, recreational, and wildlife values, and whose protection will significantly
build on the conservation efforts in Smuggler/Hunter Creek area.
4. Al Beyer, a resident of Aspen, has a contract to purchase the Lindsay parcel for $650,000
and wishes to assign the contract to Pitkin County and the City of Aspen.
5. On August 16, 2012, the Open Space and Trails Board recommended to the BOCC the
acceptance the assignment of the contract to purchase the property for open space purposes
in partnership with the City of Aspen, and the expenditure of OST funds equal to one half
the purchase price and transaction costs set forth in the assignment.
6. On September 10, 2012,the Aspen City Council accepted the assignment of the contract,
NOW THEREFORE BE IT ORDAINED by the Board of County Commissioners
of Pitkin County, Colorado,that:
1. The Board approves an expenditure of $325,000 for the acquisition of the
Lindsay Parcel, and up to$10,000 in related transaction expenses.
3
r
2. Upon approval of the form by the Open Space Director and County Attorney, the
Chair is authorized to execute the Assignment of Contract for the purchase of the
Lindsay Parcel, and the Chair is further authorized to execute such documents as
a necessary to consummate this transaction upon approval of the form thereof by
the Open Space Director and County Attorney.
3. That adjustments be made to the year 2012 budget as follows:
OPEN SPACE AND TRAILS FUND
Previous Revised
Budget This Chance Pro]Budget
Lindsay Parcel Acquisition
Expenditure 0 $335,000 $335,000
The BOCC finds that adoption of this ordinance is necessary for the immediate
preservation of the public health, safety and welfare of the citizens of Pitkin County and
therefore declares this ordinance and legislation to be effective immediately.
INTRODUCED, FIRST READ,AND SET FOR PUBLIC HEARING ON THE 12th
DAY OF SEPTEMBER,2012.
NOTICE OF PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE
ORDINANCE PUBLISHED IN THE ASPEN TIMES WEEKLY ON y7- ,
2012.
NOTICE OF PUBLIC HEARING AND THE FULL TEXT OF THE ORDINANCE
POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE(www.aspeLipitkin.com)
ON THE 16161 DAY OF r 2012.
ADOPTED AFTER FINAL READING AND PUBLIC HEARING ON THE 26TH DAY
OF SEPTEMBER, 2012.
PUBLISHED BY TITLE AND SHORT SUMMARY,AF ADOPTION, IN THE
ASPEN TIMES WEEKLY ON THE DAY OF e ,er 2012.
f TEST: BOARD OF COUNTY COMMISSIONERS
OF PITKIN COUNTY, COLORADO
Je ette Jones Michael M. Owsiey
D uty Clerk Chair
Date:
4
APPROVED AS TO FORM:
John Ely_ :, —`` Jon Peacock
COUHW� 6fo ey County Manager
I.
Dale Will,Director
Open Space and Trails Program
ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE(LAND)
THIS ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE (LAND)
made and entered into this 14#day of _, 2012 by and between Alan R. Beyer
("Assignor") and the City of Aspen ("City"), 130 South Galena Street, Aspen, Colorado 81611
and the County of Pitldn ("County"), 530 E. Main Street, Aspen, Colorado 81611 ( collectively
referred to as the"Assignees"),concerns and specifies the following:
WITNESSETH:
WHEREAS, on or about duly 5,2012,'Assignor, as Buyer,.und the Lindsay Family Trust,
as Seller, entered into a Contract to Buy and Sell Real Estate(Land) (hereinafter the"Contract"}
for the purchase and sale of the following described real property(hereinafter the"Property"):
Pitldn County Assessor Parcel No. 273707100004, within 7 Township: 10 Range:
84 Lot 2 Sec 7-10-84, described by Metes and Bounds and comprised of
approximately 7.33 Acres; together with the interests, easements,rights,benefits,
improvements and attached fixtures appurtenant,thereto, mineral rights, and all
interests of Seller in vacated streets and alleys adjacent thereto (the"Property").
WHEREAS, the Contract states: "This Contract Shall be assignable by Buyer without
Seller's prior written consent;"and
WHEREAS the Assignor desires to assign the Contract to Assignees under the terms and
conditions of this Assignment;and
WHEREAS the Assignees desire to accept this Assignment and purchase the Property on
the terms of the Contract.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein,
the parties agree as follows:
1. Effective upon the payment.to Assignor described in paragraph 2 below,Assignor hereby
transfers and assigns to Assignees all of the Assignor's rights and inteiests in the Contract,
including all of Assignor's rights in the Earnest Money paid under the Contract, and Assignee
agrees to assume all obligations of Assignor under the Contract..
2. On or before October 1, 2012, Assignees shall pay to Assignor a total of$10,000.00 as
reimbursement for the Earnest Money paid by Assignor under the Contract.
Attachment
Assignment
Page 2
3. On or before October 1, 2012, Assignees shall pay to Assignor an amount to reimburse
Assignor all reasonable fees, expenses and costs incurred by Assignor, up to a maximum of
$20,000, for due diligence and investigations performed by Assignor related to the Contract and
to the Property which is the subject of the Contract.
4. The Property shall be purchased with Open Space funds or deeded in an appropriate
manner to ensure the use is limited to open space,trails and recreational purposes.
5. -If both of the governing bodies of the Assignees shall fail to approve this Assignment on
or before September 27, 2012, this Assignment shall be void and unenforceable and Assignor
shall have the right to purchase the Property pursuant to the Contract; provided;however,.that if
one or both of the Assignees approve this Assignment and agree to assume the Contract and be
fully responsible for purchasing the Property (either individually or together with the other
Assignee),then this Assignment shall remain in full force and effect.
6. The Contract shall not be further assigned by either Assignee unless approved in writing
by Assignor.
IN WITNESS WHEREOF, the parties hereto have executed this Assignment of Contract
to Buy and Sell Real Estate(Land)as of the day and year above first written.
ASSIGNOR:
Alan R.Beyer
Alan R.Beyer
ASSIGNEES:
THE CITY OF ASPEN: THE COUNTY OF PITKIN
f
ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE(LAND)
THIS ASSIGNMENT OF CONTRACT TO BUY AND SELL REAL ESTATE (LAND)
made and entered into this day of 2012 by and between Alan R. Beyer
("Assignor") and the City of Aspen ("City"),11jO South Galena Street, Aspen, Colorado 81611
and the County of Pitkin ("County"), 530 E. Main Street,Aspen, Colorado 81611 (collectively
referred to as the"Assignees"), concerns and specifies the following. .
WITNES SETH:
WHEREAS, on or about July 5,2012,'Assignor, as Buyer, and the Lindsay Family Trust, is
as Seller, entered into a Contract to Buy and Sell Real Estate (Land) (hereinafter the "Contract")
for the purchase and sale of the following described real property(hereinafter the"Property"):_
Pitldn County Assessor Parcel No. 273707100004,within 7 Township: 10 Range:
84 Lot 2 See 7-10-84, described by Metes and Bounds and comprised of
approximately 7.33 Acres;together with the interests, easements, rights,benefits,
improvements and attached fixtures appurtenant thereto, mineral rights, and all
interests of Seller in vacated streets and alleys adjacent thereto (the"Property").
WHEREAS, the Contract states: "This Contract Shall be assignable by Buyer without
Seller's prior written consent;"and
WHEREAS the Assignor desires to assign the Contract to Assignees under the terms and
conditions of this Assignment;and
WHEREAS the Assignees desire to accept this Assignment and purchase the Property on
the terms of the Contract.
NOW, THEREFORE, IN CONSIDERATION of the mutual covenants contained herein,
the parties agree as follows:
1. Effective upon the payment.to Assignor described in paragraph 2 below,Assignor hereby
transfers and assigns to Assignees all of the Assignor's rights and interests in the Contract,
including all of Assignor's rights in the Earnest Money paid under the Contract, and Assignee
agrees to assume all obligations of Assignor under the Contract.
2. On or before October 1, 2012, Assignees shall pay to Assignor a total of$10,000.00 as
reimbursement for the Earnest Money paid by Assignor under the Contract.
RECEPTION#:592563,09/26/2012 at
01:03:06 PM,
1 OF 2, R $0.00 Doc Code ASSIGNMENT
Janice K.Vos Caudill, Pitkin County,CO
Attachment
Assigmnent
Page 2
3. On or before October 1, 2012, Assignees shall pay to Assignor an amount to reimburse
Assignor all reasonable fees, expenses and costs incurred by Assignor, up to a maximum of
$20,000, for due diligence and investigations performed by Assignor related to the Contract and
to the Property which is the subject of the Contract.
4. The Property shall be purchased with Open Space funds or deeded in an appropriate
manner to ensure the use is limited to open space,trails and recreational purposes.
5. If both of the governing bodies of the Assignees shall fail to approve this Assignment on
or before September 27, 2012, this Assignment shall be void and unenforceable and Assignor j
shall have the right to purchase the Property pursuant to the Contract;provided,however,that if
one or both of the Assignees approve this Assignment and agree to assume the Contract and be
fully responsible for purchasing the Property (either individually or together with the other
Assignee),then this Assignment shall remain in full force and effect.
6. The Contract shall not be further assigned by either Assignee unless approved in writing
by Assignor'.
IN WITNESS WHEREOF,the parties hereto have executed this Assignment-of Contract
to Buy and Sell Real Estate(Land) as of the day and year above first written.
ASSIGNOR:
Alan R.Beyer
Alan R. Beyer
ASSIGNEES:
THE CITY OF ASPEN: THE COUNTY OF PITKIN
By: 4 R/3'�� By: -