HomeMy WebLinkAbout314 Riverside Landscaping Application
PRE-APPLICATION CONFERENCE SUMMARY
PRE 22-007
PLANNER: Sophie Varga, Zoning Enforcement Officer, Sophie.Varga@Aspen.Gov
DATE: January 28th, 2022
PROJECT LOCATION: 314 N. Riverside Avenue
REQUEST: Stream Margin Review - Exemption
DESCRIPTION: The applicant proposes to install irrigation and replace a flagstone walkway as well as
adding sand set pavers. The proposed work is located within the Stream Margin Review Area adjacent
to the Roaring Fork River
Pursuant to Land Use Code Section 26.435.040.B: Exemptions, the Community Development Director
may exempt this project if the following criteria are met:
1. The development does not add more than ten percent (10%) to the floor area of the existing
structure or increase the amount of building area exempt from floor area calculations by more
than twenty-five percent (25%). All stream margin exemptions are cumulative. Once a
development reaches these totals, a stream margin review by the Planning and Zoning
Commission is required;
2. The development does not require the removal of any tree for which a permit would be
required;
3. The development is located such that no portion of the expansion, remodeling or
reconstruction will be any closer to the high-water line than is the existing development;
4. The development does not fall outside of an approved building envelope if one has been
designated through a prior review; and
5. The expansion, remodeling or reconstruction will cause no increase to the amount of ground
coverage of structures within the 100-year flood plan.
A land use application must be submitted so that compliance can be confirmed. Since the application
will be submitted during the effective period of Ordinance #27, Series of 2021, the scope of work must
be reviewed in relationship to the moratorium. Please send the moratorium exemption form, as well
as relative attachments, as a single PDF to planneroftheday.com. The signed exemption form must
be included in the land use application.
RELEVANT LAND USE CODE SECTIONS:
Section Number Section Title
26.304 Common Development Review Procedures
26.435.040 Stream Margin Review
For your convenience – links to the Land Use Application and Land Use Code are below:
Land Use Application Land Use Code
REVIEW BY: Staff for complete application and administrative review
PUBLIC HEARING: No
PLANNING FEES: $1,300 for 4 hours of staff time (Additional/fewer hours billed/refunded
at $325 per hour)
REFERRAL FEES: None
TOTAL DEPOSIT: $1,300
APPLICATION CHECKLIST:
(Please submit a digital copy of the application to the planner listed on the preapplication.)
Signed Moratorium Exemption Form
Completed Land Use Application and signed Fee Agreement.
Pre-application Conference Summary (this document).
Street address and legal description of the parcel on which development is proposed to occur,
consisting of a current (no older than 6 months) certificate from a title insurance company, an
ownership and encumbrance report, or attorney licensed to practice in the State of Colorado,
listing the names of all owners of the property, and all mortgages, judgments, liens, easements,
contracts and agreements affecting the parcel, and demonstrating the owner’s right to apply
for the Development Application. The purpose of this requirement is to show that the Applicant
has the authority to apply for a Land Use Case.
Applicant’s name, address and telephone number in a letter signed by the applicant that
states the name, address and telephone number of the representative authorized to act on
behalf of the applicant.
A site improvement survey, including topography, existing structures, and vegetation showing
the current status of the parcel certified by a registered land surveyor by licensed in the State
of Colorado. This survey also is required to depict the 100-year flood plain, the high-water
mark of the roaring fork river, top of slope, and any ditch easement that cross the property.
A written description of the proposal and response to how the proposed development
complies with the review standards relevant to the development application Section
26.435.040.B Stream Margin Exemption.
Site plan and site section depicting the proposed scope of work – that identifies the
relationship to the work to the Roaring Fork River and the top of slope.
HOA Compliance form (Attached to Application)
Once the copy is deemed complete by staff, the following items will then need to be
submitted:
Total deposit for review of the application.
Disclaimer:
The foregoing summary is advisory in nature only and is not binding on the City. The summary is based on
current zoning, which is subject to change in the future, and upon factual representations that may or may
not be accurate. The summary does not create a legal or vested right.
1350
314 ASPEN RIVERSIDE LLC
312 ASPEN AIRPORT BUSINESS CTR STE D
ASPEN, CO 81611
FIRSTBANK
82-504/1070
02/21/2022 1
PAY TO THE
ORDER OF City of Aspen '*1,300.00
One Thousand Three Hundred and
J MEMO
City of Aspen
Stream Margin Review - Exemption
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314 ASPEN RIVERSIDE LLC
City of Aspen
Strem margin Review - Exemption
02/21/2022
1350
1,300.00
First Bank Stream Margin Review - Exemption 1,300.00
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202, Aspen, Colorado 81611
Effective Date: September 18, 2019
314 Aspen Riverside LLC
c/o 623 East Hopkins Avenue
Aspen, Colorado 81611
Re: 314 Riverside Avenue, Unit: 2, Aspen, Colorado 81611.
Dear Sirs:
We are pleased to deliver the Owner's Title Insurance Policy issued on 314 Riverside
Avenue, Unit: 2.
This policy is a valuable document and should be kept in a secure place. It protects the
insured from a variety of title risks. The policy can even protect the insured after they no
longer have an interest in the property.
We have reviewed the policy for completeness and accuracy. However, you should also
review the policy and ensure that all the information is correct. Contact us in the event
that any error or omission is found so that we can correct the policy.
Thank you very much for giving Attorneys Title Insurance Agency of Aspen, LLC, the
opportunity to be of service. I look forward to working with you in the future.
Sincerely,
Attorneys,Title Insurance Agency of Aspen, LLC
By: Winter Van Alst ni e
Telephone (970) 925-7328 & A A Facsimile (970) 925-7348
as` ^MkR C,
F n
First.American Title""
Owner's Policy of Title Insurance
ISSUED BY
First American Title Insurance Company
Owner's Policy
POLICY NUMBER
5011408-0043890e
Any notice of claim and any other notice or statement in writing required to be given to the Company under this policy must be given to
the Company at the address shown in Section 18 of the Conditions.
COVERED RISKS
SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B, AND THE
CONDITIONS, FIRST AMERICAN TITLE INSURANCE COMPANY, a Nebraska corporation (the "Company") insures, as of Date of Policy and, to
the extent stated in Covered Risks 9 and 10, after Date of Policy, against loss or damage, not exceeding the Amount of Insurance, sustained or
incurred by the Insured by reason of:
1. Title being vested other than as stated in Schedule A.
2. Any defect in or lien or encumbrance on the Title. This Covered Risk includes but is not limited to insurance against loss from
(a) A defect in the Title caused by
(i) forgery, fraud, undue influence, duress, incompetency, incapacity, or impersonation;
(ii) failure of any person or Entity to have authorized a transfer or conveyance;
(iii) a document affecting Title not properly created, executed, witnessed, sealed, acknowledged, notarized, or delivered;
(iv) failure to perform those acts necessary to create a document by electronic means authorized by law;
(v) a document executed under a falsified, expired, or otherwise invalid power of attorney;
(vi) a document not properly filed, recorded, or indexed in the Public Records including failure to perform those acts by electronic means
authorized by law; or
(vii) a defective judicial or administrative proceeding.
(b) The lien of real estate taxes or assessments imposed on the Title by a governmental authority due or payable, but unpaid.
(Covered Risks Continued on Page 2)
In Witness Whereof, First American Title Insurance Company has caused its corporate name to be hereunto affixed by its authorized officers as of
Date of Policy shown in Schedule A.
First American Title Insurance Company For Reference:
/ File #: 19004178
Loan #: -
Dennis J. Gilmore
President;" Q
tJ
Jeffrey S. Robinson
Secretary
(This Policy is valid only when Schedules A and B are attached)
Issued By:
Attorney's Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202
Aspen, CO 81611
This jacket was created electronically and constitutes an original document
ANTI -FRAUD STATEMENT: Pursuant to CRS 10.1-128(6)(a), It is unlawful to knowingly provide false, incomplete, or misleading facts or
information to an insurance company for the purpose of defrauding or attempting to defraud the company. Penalties may include
imprisonment, fines, denial of insurance and civil damages. Any insurance company or agent of an insurance company who knowingly
provides false, incomplete, or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to
defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the
Colorado division of insurance within the department of regulatory agencies.
This anti -fraud statement is affixed to and made a part of this policy.
Copyright 2006-2009 American Land Title Association. All rights reserved. The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.
All other uses are prohibited. Reprinted under license from the American Land Title Association.
COVERED RISKS
Form 5011408 (7-1-14) Page 1 of 5
ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado
Policy #: 5011408.0043890e
(c) Any encroachment, encumbrance, violation, variation, or adverse circumstance affecting the Title that would be disclosed by an accurate
and complete land survey of the Land. The term "encroachment" includes encroachments of existing improvements located on the Land
onto adjoining land, and encroachments onto the Land of existing improvements located on adjoining land.
3. Unmarketable Title.
4. No right of access to and from the Land.
5. The violation or enforcement of any law, ordinance, permit, or governmental regulation (including those relating to building and zoning)
restricting, regulating, prohibiting, or relating to
(a) the occupancy, use, or enjoyment of the Land
(b) the character, dimensions, or location of any improvement erected on the Land;
(c) the subdivision of land; or
(d) environmental protection
if a notice, describing any part of the Land, is recorded in the Public Records setting forth the violation or intention to enforce, but only to the
extent of the violation or enforcement referred to in that notice.
6. An enforcement action based on the exercise of a governmental police power not covered by Covered Risk 5 if a notice of the enforcement
action, describing any part of the Land, is recorded in the Public Records, but only to the extent of the enforcement referred to in that notice.
7. The exercise of the rights of eminent domain if a notice of the exercise, describing any part of the Land, is recorded in the Public Records.
8. Any taking by a governmental body that has occurred and is binding on the rights of a purchaser for value without Knowledge.
9. Title being vested other than as stated in Schedule A or being defective
(a) as a result of the avoidance in whole or in part, or from a court order providing an alternative remedy, of a transfer of all or any part of the
title to or any interest in the Land occurring prior to the transaction vesting Title as shown in Schedule A because that prior transfer
constituted a fraudulent or preferential transfer under federal bankruptcy, state insolvency, or similar creditors' rights laws; or
(b) because the instrument of transfer vesting Title as shown in Schedule A constitutes a preferential transfer under federal bankruptcy, state
insolvency, or similar creditors' rights laws by reason of the failure of its recording in the Public Records
(i) to be timely, or
(ii) to impart notice of its existence to a purchaser for value or to a judgment or lien creditor.
10. Any defect in or lien or encumbrance on the Title or other matter included in Covered Risks 1 through 9 that has been created or attached or
has been filed or recorded in the Public Records subsequent to Date of Policy and prior to the recording of the deed or other instrument of
transfer in the Public Records that vests Title as shown in Schedule A.
The Company will also pay the costs, attorneys' fees, and expenses incurred in defense of any matter insured against by this Policy, but only to the
extent provided in the Conditions.
EXCLUSIONS FROM COVERAGE
The following matters are expressly excluded from the coverage of
this policy, and the Company will not pay loss or damage, costs,
attorneys' fees, or expenses that arise by reason of:
1. (a) Any law, ordinance, permit, or governmental regulation
(including those relating to building and zoning) restricting,
regulating, prohibiting, or relating to
(i) the occupancy, use, or enjoyment of the Land;
(ii) the character, dimensions, or location of any
improvement erected on the Land;
(iii) the subdivision of land; or
(iv) environmental protection;
or the effect of any violation of these laws, ordinances, or
governmental regulations. This Exclusion 1(a) does not
modify or limit the coverage provided under Covered Risk 5.
(b) Any governmental police power. This Exclusion 1(b) does
not modify or limit the coverage provided under Covered
Risk 6,
2. Rights of eminent domain. This Exclusion does not modify or
limit the coverage provided under Covered Risk 7 or 8.
3. Defects, liens, encumbrances, adverse claims, or other matters
(a) created, suffered, assumed, or agreed to by the Insured
Claimant;
(b) not Known to the Company, not recorded in the Public
Records at Date of Policy, but Known to the Insured
Claimant and not disclosed in writing to the Company by the
Insured Claimant prior to the date the Insured Claimant
became an Insured under this policy;
(c) resulting in no loss or damage to the Insured Claimant;
(d) attaching or created subsequent to Date of Policy (however,
this does not modify or limit the coverage provided under
Covered Risk 9 and 10); or
(e) resulting in loss or damage that would not have been
sustained if the Insured Claimant had paid value for the
Title.
4. Any claim, by reason of the operation of federal bankruptcy,
state insolvency, or similar creditors' rights laws, that the
transaction vesting the Title as shown in Schedule A, is
(a) a fraudulent conveyance or fraudulent transfer; or
(b) a preferential transfer for any reason not stated in Covered
Risk 9 of this policy.
5. Any lien on the Title for real estate taxes or assessments
imposed by governmental authority and created or attaching
between Date of Policy and the date of recording of the deed or
other instrument of transfer in the Public Records that vests Title
as shown in Schedule A.
Form 5011408 (7-1-14) Page 2 of 5 ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado
Policy #: 5011408.0043890e
CONDITIONS
DEFINITION OF TERMS
The following terms when used in this policy mean:
(a) "Amount of Insurance": The amount stated in Schedule A, as
may be increased or decreased by endorsement to this
policy, increased by Section 8(b), or decreased by Sections
10 and 11 of these Conditions.
(b) "Date of Policy": The date designated as "Date of Policy" in
Schedule A.
(c) "Entity A corporation, partnership, trust, limited liability
company, or other similar legal entity.
(d) "Insured": The Insured named in Schedule A.
(i) The term "Insured" also includes
(A) successors to the Title of the Insured by operation
of law as distinguished from purchase, including
heirs, devisees, survivors, personal representatives,
or next of kin;
(B) successors to an Insured by dissolution, merger,
consolidation, distribution, or reorganization;
(C) successors to an Insured by its conversion to
another kind of Entity;
(D) a grantee of an Insured under a deed delivered
without payment of actual valuable consideration
conveying the Title
(1) if the stock, shares, memberships, or other
equity interests of the grantee are wholly -
owned by the named Insured,
(2) if the grantee wholly owns the named Insured,
(3) if the grantee is wholly -owned by an affiliated
Entity of the named Insured, provided the
affiliated Entity and the named Insured are
both wholly -owned by the same person or
Entity, or
(4) if the grantee is a trustee or beneficiary of a
trust created by a written instrument
established by the Insured named in Schedule
A for estate planning purposes.
(ii) With regard to (A), (B), (C), and (D) reserving, however, all
rights and defenses as to any successor that the
Company would have had against any predecessor
Insured.
(e) "Insured Claimant": An Insured claiming loss or damage.
(f) "Knowledge" or "Known": Actual knowledge, not constructive
knowledge or notice that may be imputed to an Insured by
reason of the Public Records or any other records that impart
constructive notice of matters affecting the Title.
(g) "Land": The land described in Schedule A, and affixed
improvements that by law constitute real property. The term
"Land" does not include any property beyond the lines of the
area described in Schedule A, nor any right, title, interest,
estate, or easement in abutting streets, roads, avenues,
alleys, lanes, ways, or waterways, but this does not modify or
limit the extent that a right of access to and from the Land is
insured by this policy.
(h) "Mortgage": Mortgage, deed of trust, trust deed, or other
security instrument, including one evidenced by electronic
means authorized by law.
(i) "Public Records": Records established under state statutes
at Date of Policy for the purpose of imparting constructive
notice of matters relating to real property to purchasers for
value and without Knowledge. With respect to Covered
Risk 5(d), "Public Records" shall also include environmental
protection liens filed in the records of the clerk of the United
States District Court for the district where the Land is located.
Q) "Title": The estate or interest described in Schedule A.
(k) "Unmarketable Title": Title affected by an alleged or apparent
matter that would permit a prospective purchaser or lessee of
the Title or lender on the Title to be released from the
obligation to purchase, lease, or lend if there is a contractual
condition requiring the delivery of marketable title.
2. CONTINUATION OF INSURANCE
The coverage of this policy shall continue in force as of Date of
Policy in favor of an Insured, but only so long as the Insured
retains an estate or interest in the Land, or holds an obligation
secured by a purchase money Mortgage given by a purchaser
from the Insured, or only so long as the Insured shall have liability
by reason of warranties in any transfer or conveyance of the Title.
This policy shall not continue in force in favor of any purchaser
from the Insured of either (i) an estate or interest in the Land, or
(ii) an obligation secured by a purchase money Mortgage given to
the Insured.
3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT
The Insured shall notify the Company promptly in writing (i) in case
of any litigation as set forth in Section 5(a) of these Conditions,
(ii) in case Knowledge shall come to an Insured hereunder of any
claim of title or interest that is adverse to the Title, as insured, and
that might cause loss or damage for which the Company may be
liable by virtue of this policy, or (iii) if the Title, as insured, is
rejected as Unmarketable Title. If the Company is prejudiced by
the failure of the Insured Claimant to provide prompt notice, the
Company's liability to the Insured Claimant under the policy shall
be reduced to the extent of the prejudice.
4. PROOF OF LOSS
In the event the Company is unable to determine the amount of
loss or damage, the Company may, at its option, require as a
condition of payment that the Insured Claimant furnish a signed
proof of loss. The proof of loss must describe the defect, lien,
encumbrance, or other matter insured against by this policy that
constitutes the basis of loss or damage and shall state, to the
extent possible, the basis of calculating the amount of the loss or
damage.
5. DEFENSE AND PROSECUTION OF ACTIONS
(a) Upon written request by the Insured, and subject to the
options contained in Section 7 of these Conditions, the
Company, at its own cost and without unreasonable delay,
shall provide for the defense of an Insured in litigation in
which any third party asserts a claim covered by this policy
adverse to the Insured. This obligation is limited to only those
stated causes of action alleging matters insured against by
this policy. The Company shall have the right to select
counsel of its choice (subject to the right of the Insured to
object for reasonable cause) to represent the Insured as to
those stated causes of action. It shall not be liable for and will
not pay the fees of any other counsel. The Company will not
pay any fees, costs, or expenses incurred by the Insured in
the defense of those causes of action that allege matters not
insured against by this policy.
(b) The Company shall have the right, in addition to the options
contained in Section 7 of these Conditions, at its own cost, to
institute and prosecute any action or proceeding or to do any
other act that in its opinion may be necessary or desirable to
establish the Title, as insured, or to prevent or reduce loss or
damage to the Insured. The Company may take any
Form 5011408 (7-1-14) Page 3 of 5 ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado
Policy #: 5011408.0043890e
appropriate action under the terms of this policy, whether or
not it shall be liable to the Insured. The exercise of these
rights shall not be an admission of liability or waiver of any
provision of this policy. If the Company exercises its rights
under this subsection, it must do so diligently.
(c) Whenever the Company brings an action or asserts a
defense as required or permitted by this policy, the Company
may pursue the litigation to a final determination by a court of
competent jurisdiction, and it expressly reserves the right, in
its sole discretion, to appeal any adverse judgment or order.
6. DUTY OF INSURED CLAIMANT TO COOPERATE
(a) In all cases where this policy permits or requires the
Company to prosecute or provide for the defense of any
action or proceeding and any appeals, the Insured shall
secure to the Company the right to so prosecute or provide
defense in the action or proceeding, including the right to use,
at its option, the name of the Insured for this purpose.
Whenever requested by the Company, the Insured, at the
Company's expense, shall give the Company all reasonable
aid (i) in securing evidence, obtaining witnesses, prosecuting
or defending the action or proceeding, or effecting settlement,
and (ii) in any other lawful act that in the opinion of the
Company may be necessary or desirable to establish the Title
or any other matter as insured. If the Company is prejudiced
by the failure of the Insured to furnish the required
cooperation, the Company's obligations to the Insured under
the policy shall terminate, including any liability or obligation
to defend, prosecute, or continue any litigation, with regard to
the matter or matters requiring such cooperation.
(b) The Company may reasonably require the Insured Claimant
to submit to examination under oath by any authorized
representative of the Company and to produce for
examination, inspection, and copying, at such reasonable
times and places as may be designated by the authorized
representative of the Company, all records, in whatever
medium maintained, including books, ledgers, checks,
memoranda, correspondence, reports, e-mails, disks, tapes,
and videos whether bearing a date before or after Date of
Policy, that reasonably pertain to the loss or damage.
Further, if requested by any authorized representative of the
Company, the Insured Claimant shall grant its permission, in
writing, for any authorized representative of the Company to
examine, inspect, and copy all of these records in the custody
or control of a third party that reasonably pertain to the loss or
damage. All information designated as confidential by the
Insured Claimant provided to the Company pursuant to this
Section shall not be disclosed to others unless, in the
reasonable judgment of the Company, it is necessary in the
administration of the claim. Failure of the Insured Claimant to
submit for examination under oath, produce any reasonably
requested information, or grant permission to secure
reasonably necessary information from third parties as
required in this subsection, unless prohibited by law or
governmental regulation, shall terminate any liability of the
Company under this policy as to that claim.
CONDITIONS (Continued)
7. OPTIONS TO PAY OR OTHERWISE SETTLE
CLAIMS; TERMINATION OF LIABILITY
In case of a claim under this policy, the Company shall have the
following additional options:
(a) To Pay or Tender Payment of the Amount of Insurance.
To pay or tender payment of the Amount of Insurance under
this policy together with any costs, attorneys' fees, and
expenses incurred by the Insured Claimant that were
authorized by the Company up to the time of payment or
tender of payment and that the Company is obligated to pay.
Upon the exercise by the Company of this option, all liability
and obligations of the Company to the Insured under this
policy, other than to make the payment required in this
subsection, shall terminate, including any liability or obligation
to defend, prosecute, or continue any litigation.
(b) To Pay or Otherwise Settle With Parties Other Than the
Insured or With the Insured Claimant.
(i) To pay or otherwise settle with other parties for or in the
name of an Insured Claimant any claim insured against
under this policy. In addition, the Company will pay any
costs, attorneys' fees, and expenses incurred by the
Insured Claimant that were authorized by the Company
up to the time of payment and that the Company is
obligated to pay; or
(ii) To pay or otherwise settle with the Insured Claimant the
loss or damage provided for under this policy, together
with any costs, attorneys' fees, and expenses incurred
by the Insured Claimant that were authorized by the
Company up to the time of payment and that the
Company is obligated to pay.
Upon the exercise by the Company of either of the options
provided for in subsections (b)(i) or (ii), the Company's
obligations to the Insured under this policy for the claimed
loss or damage, other than the payments required to be
made, shall terminate, including any liability or obligation to
defend, prosecute, or continue any litigation.
8. DETERMINATION AND EXTENT OF LIABILITY
This policy is a contract of indemnity against actual monetary loss
or damage sustained or incurred by the Insured Claimant who has
suffered loss or damage by reason of matters insured against by
this policy.
(a) The extent of liability of the Company for loss or damage
under this policy shall not exceed the lesser of
(i) the Amount of Insurance; or
(ii) the difference between the value of the Title as insured
and the value of the Title subject to the risk insured
against by this policy.
(b) If the Company pursues its rights under Section 5 of these
Conditions and is unsuccessful in establishing the Title, as
insured,
(i) the Amount of Insurance shall be increased by 10%, and
(ii) the Insured Claimant shall have the right to have the loss
or damage determined either as of the date the claim
was made by the Insured Claimant or as of the date it is
settled and paid.
(c) In addition to the extent of liability under (a) and (b), the
Company will also pay those costs, attorneys' fees, and
expenses incurred in accordance with Sections 5 and 7 of
these Conditions.
9. LIMITATION OF LIABILITY (a) If the Company establishes the Title, or removes the alleged
Form 5011408 (7-1-14) Page 4 of 5 ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado
Policy #: 5011408.0043890e
CONDITIONS (Continued)
10.
11.
12.
13.
14.
defect, lien, or encumbrance, or cures the lack of a right of
access to or from the Land, or cures the claim of
Unmarketable Title, all as insured, in a reasonably diligent
manner by any method, including litigation and the completion
of any appeals, it shall have fully performed its obligations
with respect to that matter and shall not be liable for any loss
or damage caused to the Insured.
(b) In the event of any litigation, including litigation by the
Company or with the Company's consent, the Company shall
have no liability for loss or damage until there has been a final
determination by a court of competent jurisdiction, and
disposition of all appeals, adverse to the Title, as insured.
(c) The Company shall not be liable for loss or damage to the
Insured for liability voluntarily assumed by the Insured in
settling any claim or suit without the prior written consent of
the Company.
REDUCTION OF INSURANCE; REDUCTION OR TERMINATION
OF LIABILITY
All payments under this policy, except payments made for costs,
attorneys' fees, and expenses, shall reduce the Amount of
Insurance by the amount of the payment.
LIABILITY NONCUMULATIVE
The Amount of Insurance shall be reduced by any amount the
Company pays under any policy insuring a Mortgage to which
exception is taken in Schedule B or to which the Insured has
agreed, assumed, or taken subject, or which is executed by an
Insured after Date of Policy and which is a charge or lien on the
Title, and the amount so paid shall be deemed a payment to the
Insured under this policy.
PAYMENT OF LOSS
When liability and the extent of loss or damage have been
definitely fixed in accordance with these Conditions, the payment
shall be made within 30 days.
RIGHTS OF RECOVERY UPON PAYMENT OR SETTLEMENT
(a) Whenever the Company shall have settled and paid a claim
under this policy, it shall be subrogated and entitled to the
rights of the Insured Claimant in the Title and all other rights
and remedies in respect to the claim that the Insured
Claimant has against any person or property, to the extent of
the amount of any loss, costs, attorneys' fees, and expenses
paid by the Company. If requested by the Company, the
Insured Claimant shall execute documents to evidence the
transfer to the Company of these rights and remedies. The
Insured Claimant shall permit the Company to sue,
compromise, or settle in the name of the Insured Claimant
and to use the name of the Insured Claimant in any
transaction or litigation involving these rights and remedies.
If a payment on account of a claim does not fully cover the
loss of the Insured Claimant, the Company shall defer the
exercise of its right to recover until after the Insured Claimant
shall have recovered its loss.
(b) The Company's right of subrogation includes the rights of the
Insured to indemnities, guaranties, other policies of
insurance, or bonds, notwithstanding any terms or conditions
contained in those instruments that address subrogation
rights.
ARBITRATION
Either the Company or the Insured may demand that the claim or
controversy shall be submitted to arbitration pursuant to the Title
Insurance Arbitration Rules of the American Land Title Association
("Rules"). Except as provided in the Rules, there shall be no
joinder or consolidation with claims or controversies of other
persons. Arbitrable matters may include, but are not limited to,
any controversy or claim between the Company and the Insured
arising out of or relating to this policy, any service in connection
with its issuance or the breach of a policy provision, or to any other
controversy or claim arising out of the transaction giving rise to this
policy. All arbitrable matters when the Amount of Insurance is
$2,000,000 or less shall be arbitrated at the option of either the
Company or the Insured. All arbitrable matters when the Amount
of Insurance is in excess of $2,000,000 shall be arbitrated only
when agreed to by both the Company and the Insured. Arbitration
pursuant to this policy and under the Rules shall be binding upon
the parties. Judgment upon the award rendered by the
Arbitrator(s) may be entered in any court of competent jurisdiction.
15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE
CONTRACT
(a) This policy together with all endorsements, if any, attached to
it by the Company is the entire policy and contract between
the Insured and the Company. In interpreting any provision of
this policy, this policy shall be construed as a whole.
(b) Any claim of loss or damage that arises out of the status of
the Title or by any action asserting such claim shall be
restricted to this policy.
(c) Any amendment of or endorsement to this policy must be in
writing and authenticated by an authorized person, or
expressly incorporated by Schedule A of this policy.
(d) Each endorsement to this policy issued at any time is made a
part of this policy and is subject to all of its terms and
provisions. Except as the endorsement expressly states, it
does not (i) modify any of the terms and provisions of the
policy, (ii) modify any prior endorsement, (iii) extend the Date
of Policy, or (iv) increase the Amount of Insurance.
16. SEVERABILITY
In the event any provision of this policy, in whole or in part, is held
invalid or unenforceable under applicable law, the policy shall be
deemed not to include that provision or such part held to be
invalid, but all other provisions shall remain in full force and effect.
17. CHOICE OF LAW; FORUM
(a) Choice of Law: The Insured acknowledges the Company has
underwritten the risks covered by this policy and determined
the premium charged therefor in reliance upon the law
affecting interests in real property and applicable to the
interpretation, rights, remedies, or enforcement of policies of
title insurance of the jurisdiction where the Land is located.
Therefore, the court or an arbitrator shall apply the law of the
jurisdiction where the Land is located to determine the validity
of claims against the Title that are adverse to the Insured and
to interpret and enforce the terms of this policy. In neither
case shall the court or arbitrator apply its conflicts of law
principles to determine the applicable law.
(b) Choice of Forum: Any litigation or other proceeding brought
by the Insured against the Company must be filed only in a
state or federal court within the United States of America or
its territories having appropriate jurisdiction.
18. NOTICES, WHERE SENT
Any notice of claim and any other notice or statement in writing
required to be given to the Company under this policy must be given
to the Company at First American Title Insurance Company,
Attn: Claims National Intake Center, 1 First American Way,
Santa Ana, California 92707. Phone: 888.632.1642.
Form 5011408 (7-1-14) Page 5 of 5 ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado
Owner's Policy of Title Insurance
RtAmehican litle
ISSUED BY
First American Title Insurance Company
Schedule A
5011408-0043890e
Name and Address of Title Insurance Company:
FIRST AMERICAN TITLE INSURANCE COMPANY, 600 S. Cherry Street, Suite 715, Denver, Colorado 80246
File No.: 19004178
Address Reference: 314 Riverside Avenue, Unit: 2, Aspen, CO 81611 Amount of Insurance: $3,500,000.00
Premium: $6,495.00
1. Name of Insured:
314 Aspen Riverside LLC, a Colorado limited liability company
2. The estate or interest in the Land that is insured by this policy is:
Fee simple
3. Title is vested in:
Date of Policy: September 18, 2019 at 01:09
PM
314 Aspen Riverside LLC, a Colorado limited liability company and Trish Hirsch
4. The Land referred to in this policy is described as follows:
SEE SCHEDULE C ATTACHED HERETO
Gary A. Wright, Authorized Agent
(This Schedule A valid only when Schedule B is attached)
Form 5011400-A (7-1-14) Page 1 of 1 ALTA Owner's Policy of Title Insurance (6-17-06)
Schedule A
fig. 'k
Owner's Policy of Title Insurance
RrstAmenrcan Tided'.
ISSUED BY
First American Title Insurance Company
Schedule B
POLICY NUMBER
5011408-0043890e
File No.: 19004178
EXCEPTIONS FROM COVERAGE
This policy does not insure against loss or damage (and the Company will not pay costs, attorneys' fees or expenses)
which arise by reason of:
Any facts, rights, interests, or claims that are not shown by the Public Records, but which could be ascertained by
an inspection of the Land or by making inquiry of the persons in possession thereof.
2. Easements, or claims of easements, not shown by the Public Records.
3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey
and inspection of the Land would disclose, and which are not shown by the Public Records.
4. Any lien, or right to a lien, for services, labor or material theretofore or hereafter furnished, imposed by law and not
shown in the Public Records.
5. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof.
6. Any water rights, claims or title to water, in, on or under the Land.
7. Taxes and assessments for the year 2019, and subsequent years, a lien not yet due or payable.
8. Reservations, mineral reservations and right of the proprietor of a vein or lode to extract and remove his ore
therefrom, should the same be found to penetrate or intersect the premises hereby granted, as described in the
United States Patent recorded June 17, 1949, in Book 175 at Page 246, as Reception No. 096480,
9. Any and all notes, easements and recitals as disclosed on the recorded Map of the Riverside Placer, recorded
February 7, 1951, in Plat Book 2 at Page 39, as Reception No. 098101.
10. Terms, conditions, provisions, agreements and obligations specified under An Ordinance Providing for the
Annexation of a Tract of Land Known as a Riverside Annex to the City of Aspen, Colorado, to be made a part of
the City of Aspen; Describing said land by Metes and Bounds; Designating Said Land as a part of Ward No. 1; and
Declaring an Emergency to Exist (Ordinance No. 11 - Series of 1962), recorded February 8, 1963, in Book 201 at
Page 142, as Reception No. 114902.
11. Terms, conditions, provisions, agreements and obligations specified under the Condominium Declaration of Pine
River Townhomes, a Condominum and Revocation of Declaration of Restrictions, recorded January 21, 1994, in
Book 739 at Page 474, as Reception No. 366002.
12. Any and all notes, easements and recitals as disclosed on the recorded Condominium Plat of the Pine River
Townhomes, recorded January 21, 1994, in Plat Book 33 at Page 66, as Reception No. 366003, and First
Amended Plat of Condominium Units 1 & 2, Pine River Townhomes, City of Aspen, recorded April 16, 2004, in
Plat Book 68 at Page 99, as Reception No. 496584.
Form 5011408-B (7-1-14) Page 1 of 2 1 ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado - Schedule B
SCHEDULE B
(Continued)
13. Deed of Trust from 314 Aspen Riverside LLC, a Colorado limited liability company to the Public Trustee of Pitkin
County for the benefit of FirstBank, to secure an indebtedness in the principal sum of $1,750,000.00, and any
other amounts and/obligations secured thereby, dated September 18, 2019, and recorded September 18, 2019, as
Reception No. 658815.
Form 5011408-B (7-1-14) Page 2 of 2 ALTA Owner's Policy of Title Insurance (6-17-06)
Colorado - Schedule B
.€'v
Owner's Policy of Title Insurance
FwstAmehfcan Tide.
ISSUED BY
First American Title Insurance Company
Schedule C
5011408-0043890e
File No.: 19004178
LEGAL DESCRIPTION
The Land referred to in this policy is described as follows:
Unit 2, PINE RIVER TOWNHOMES, A CONDOMINIUM, according to the Map thereof recorded January 21, 1994 in Plat
Book 33 at page 66 as Reception No. 366003 and the First Amended Plat of Condominiums Units 1 & 2, Pine River
Townhomes recorded April 16, 2004 in Plat Book 68 at Page 99 as Reception No. 496584 and as defined and described
by the Condominium Declaration of Pine River Townhomes, a Condominium recorded January 21, 1994 in Book 739 at
Page 474 as Reception No. 366002, Pitkin County, Colorado.
Form 5000000-C (7-1-14) Page 1 of 1 1 Schedule C
First American Title'"
COLORADO FORM 110.1 GENERAL ENDORSEMENT
Issued by
First American Title Insurance Company
Attached to and made a part of Policy No.: 5011408-0043890e File No.: 19004178
Said Policy is hereby amended by deleting paragraph 1, 2, 3, 4 of Schedule B.
This endorsement is issued as part of the policy. Except as it expressly states, it does not (i) modify any of the
terms and provisions of the policy, (ii) modify any prior endorsements, (iii) extend the Date of Policy, or (iv)
increase the Amount of Insurance. To the extent a provision of the policy or a previous endorsement is
inconsistent with an express provision of this endorsement, this endorsement controls. Otherwise, this
endorsement is subject to all of the terms and provisions of the policy and of any prior endorsements.
Dated: September 18, 2019
First American Title Insurance Company
Dennis J. Gilmore, President Jeffrey S. Robinson, Secretary
Gary A. Wright, Authorized Agent
Authorized Countersignature
Form 50-GO110.1 (7-1-14) Page 1 of 1 1 Colorado Form 110.1 General Endorsement Deleting Items Schedule B (4-1-94)
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Attorneys Title Insurance Agency of Aspen, LLC BUYER / BORROWER COVER LETTER
715 West Main Street, Suite 202
Aspen, CO 81611
Dear Barry M. Cohen Revocable Living Trust dated December 22, 1997 and Lisa Taitelman Cohen Revocable
Living Trust dated December 22, 1997,
Re: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
Please find enclosed the necessary documents to close on the property you are buying in Colorado. Please
carefully follow the below referenced instructions:
1. Please review these documents carefully and sign your name in BLUE INK where indicated EXACTLY as it is
typed on the document.
2. Pay close attention to the document you are signing, as there are documents that must be signed in the
company of a notary public.
3. Please pay close attention to all the places that must be signed, dated, or filled in. **If you are signing as a
Power of Attorney, you must sign the entire signature line as typed. Example: "John Doe by Mary Smith as
his attorney in fact".
4. Please enclose an enlar ecL d copy of your Driver's License.
5. Please send all documents to me by September 28, 2021 using the pre -paid UPS or Federal Express
label/envelope in order to avoid delays in this closing. * Please be advised that your transaction may not fund
if all the documents are not received by the deadline.
6. Please fax or email the signed closing documents prior to sending to either: jilt@attytitleaspen.com or fax:
(970) 925-7348.
7. In compliance with the Good Funds Act, we require that all funds be in the form of a Wire transfer in the
amount of $6,417,686.10.
Please note the following included with instruction:
1. Federal ExpressLabel
2. Wiring instructions
3. Statement of Authority (x2) (sign, notary)
4. Buyer's Closing Statement (sign)
5. Mechanics Lien Affidavit (sign, notary)
6. Closing Instructions (sign)
7. Compliance Agreement (sign)
8. Tax Agreement (sign)
9. Utility Agreement (sign)
10. Homeowners Association Indemnification (sign)
11. TD-1000 Real Property Transfer Declaration (please fill out completely)
12. Real Estate Transfer Tax Transmittal (sign, notary)
13. Deed (initial top right corner)
14. Bill of Sale (initial top right corner)
15. Notary Documentation (sign, notary fill out bottom)
16. Escrow Agreement (sign, fill out)
Your immediate attention in signing and returning all necessary documents and funds is appreciated. A complete
package of all executed documents will be sent to you upon the completion of this transaction.
If you have any questions or need further assistance, please do not hesitate to contact me at 970 925-7328. We
appreciate your business.
File No.: 21004824
Buyer Cover Letter
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1 • Fold the printed page along the horizontal fine.
2. Place label in shipping pouch and affix it to your shipment.
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Use of this system constitutes your agreement to the service conditions in the current FedEx Service Guide, available on
fedex.com. FedEx will not be responsible for any claim in excess of $100 per package, whether the result of loss, damage,
delay, non -delivery, misdelivery, or misinformation, unless you declare a higher value, pay an additional charge, document
your actual loss and file a timely claim. Limitations found in the current FedEx Service Guide apply. Your right to recover from
FedEx for any loss, including intrinsic value of the package, loss of sales, income interest, profit, attorney's fees, costs, and
other forms of damage whether direct, incidental, consequential, or special is limited to the greater of $100 or the authorized
declared value. Recovery cannot exceed actual documented loss. Maximum for items of extraordinary value is $1,000, e.g.
jewelry, precious metals, negotiable instruments and other items listed in our Service Guide. Written claims must be filed
within strict time limits, see current FedEx Service Guide.
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ATTORNEYS TITLE INSURANCE AGENCY OF ASPEN, LLC
715 WEST MAIN STREET, SUITE 202 ASPEN, COLORADO 8 161 1
IIIIA I M 11L 10 ILI 611 U11419161-21 61
When wiring funds to Attorneys Title Insurance Agency of Aspen, LLC,
715 West Main Street, Suite 202, Aspen, Colorado 81611, please provide
the following information to the bank that will be wiring the funds.
Beneficiary Bank: FirstBank
10403 West Colfax Avenue
Lakewood, Colorado 80215
Beneficiary Bank ABA: 107005047
Beneficiary's Name: Attorneys Title Insurance Agency of Aspen, LLC Escrow Account
715 West Main Street, Suite 202
Aspen, Colorado 81611
(970) 925-7328
Account Number: 4581226015
III r„I r 1
-On behalf of:
-Property address:
-Our file number: L21YQ,_ 2,
L4
Amount to be wired: $
(customer name)
If there are any questions regarding these instructions, please contact a closing officer or
closing assistant at Attorneys Title Insurance Agency of Aspen, LLC
970-925-7328 phone — 970-925-7348 facsimile
Telephone (970) 925-7328 Facsimile (970) 925-7348
Amer recording return to:
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202
Aspen, Colorado 81611
STATEMENT OF AUTHORITY
The undersigned Barry M. Cohen, hereby states as follows:
1. This Statement of Authority is for the: BARRY M. COHEN REVOCABLE LIVING TRUST
dated December 222, 1997•
2. BARRY M. COHEN REVOCABLE LIVING TRUST dated December 22, 1997, is a
Trust under the laws of the state of
3. The current mailing address for the: BARRY M. COHEN REVOCABLE LIVING TRUST
dated December 22, 1997, is:289 Laurel Avenue, Highland Park, Illinois 60035•
4. Barry M. Cohen is duly authorized by the: BARRY M. COHEN REVOCABLE LIVING TRUST
dated December 22, 1997, without limitation, to execute instruments acquiring, encumbering or
otherwise affecting title to certain real property to be purchased by it in Aspen, Colorado, to wit:
Unit 2, PINE RIVER TOWNHOMES, A CONDOMINIUM, according to the Map thereof recorded
January 21,1994 in Plat Book 33 at page 66 as Reception No. 366003 and the First Amended Plat
of Condominiums Units 1 & 2, Pine River Townhomes recorded April 16, 2004 in Plat Book 68 at
Page 99 as Reception No. 496584 and as defined and described by the Condominium Declaration of
Pine River Townhomes, a Condominium recorded January 21,1994 in Book 739 at Page 474 as
Reception No. 366o02, Pitkin County, Colorado.
5. This Statement of Authority is executed and delivered pursuant to C.R.S. §38-30-172
and C.R.S. §38-3o-1o8.5, by the undersigned in her representative capacity and on behalf of the: BARRY
M. COHEN REVOCABLE LIVING TRUST dated December 22, 1997•
6. This Statement of Authority amends, supercedes and replaces in all respects any prior
Statement of Authority given by the: BARRY M. COHEN REVOCABLE LIVING TRUST dated
December 22,1997.
7. The undersigned intends and understands that the representations contained in this
Statement of Authority will be relied upon by third -parties, expressly including, but not limited to
Attorneys Title Insurance Agency of Aspen, LLC.
Signed on this day of September 2021, by Barry M. Cohen, as Trustee of the Barry M. Cohen
Revocable Living Trust dated December 22, 1997.
By:
State of )
) ss
County of )
BARRY M. COHEN REVOCABLE LIVING TRUST
dated December 22, 1997
Barry M. Cohen, Trustee
The foregoing Statement of Authority was executed and acknowledged before me on this day of
September 2021, by Barry M. Cohen, as Trustee of the Barry M. Cohen Revocable Living Trust dated
December 22,1997•
Witness my hand and official seal.
Notary Public
After recording return to:
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202
Aspen, Colorado 81611
STATEMENT OF AUTHORITY
The undersigned Lisa Taitelman Cohen, hereby states as follows:
1. This Statement of Authority is for the: LISA TAITELMAN COHEN REVOCABLE LIVING
TRUST dated December 22, 1997•
2. LISA TAITELMAN COHEN REVOCABLE LIVING TRUST dated December 22, 1997,
is a Trust under the laws of the state of
3. The current mailing address for the: LISA TAITELMAN COHEN REVOCABLE LIVING
TRUST dated December 22, 1997, is: 289 Laurel Avenue, Highland Park, Illinois 60035•
4. Lisa Taitelman Cohen is duly authorized by the: LISA TAITELMAN COHEN REVOCABLE
LIVING TRUST dated December 22, 1997, without limitation, to execute instruments acquiring,
encumbering or otherwise affecting title to certain real property to be purchased by it in Aspen, Colorado, to
wit:
Unit 2, PINE RIVER TOWNHOMES, A CONDOMINIUM, according to the Map thereof recorded
January 21, 1994 in Plat Book 33 at page 66 as Reception No. 366003 and the First Amended Plat
of Condominiums Units 1 & 2, Pine River Townhomes recorded April 16, 2004 in Plat Book 68 at
Page 99 as Reception No. 496584 and as defined and described by the Condominium Declaration of
Pine River Townhomes, a Condominium recorded January 21,1994 in Book 739 at Page 474 as
Reception No. 366002, Pitkin County, Colorado.
5. This Statement of Authority is executed and delivered pursuant to C.R.S. §38-30-172
and C.R.S. §38-30-108.5, by the undersigned in her representative capacity and on behalf of the LISA
TAITELMAN COHEN REVOCABLE LIVING TRUST dated December 22, 1997•
6. This Statement of Authority amends, supercedes and replaces in all respects any prior
Statement of Authority given by the: LISA TAITELMAN COHEN REVOCABLE LIVING TRUST
dated December 22, 1997•
7. The undersigned intends and understands that the representations contained in this
Statement of Authority will be relied upon by third -parties, expressly including, but not limited to
Attorneys Title Insurance Agency of Aspen, LLC.
Signed on this day of September 2021, by Lisa Taitelman Cohen, as Trustee of the Lisa Taitelman
Living
Cohen Revocableing Trust dated December 22,1997•
By:
State of )
) ss
County of )
LISA TAITELMAN COHEN REVOCABLE
LIVING TRUST dated December 22, 1997
Lisa Taitelman Cohen, Trustee
The foregoing Statement of Authority was executed and acknowledged before me on this day of
September 2021, by Lisa Taitelman Cohen, as Trustee of the Lisa Taitelman Cohen Revocable Living Trust
dated December 22,1997.
Witness my hand and official seal.
Notary Public
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street
Ste. 202
Aspen, CO 81611
Phone: (970)925-7328 Fax: (970) 925-7348
Settlement Date: 09/29/2021
Escrow officer/Closer: Jill Waqanibaravi
Order Number: 21004824
Buyer: Barry M. Cohen Revocable Living Trust dated December 22, 1997 and Lisa Taitelman
Cohen Revocable Living Trust dated December 22, 1997
289 Laurel Avenue
Highland Park, IL 60035
Seller: 314 Aspen Riverside LLC, a Colorado limited liability company
312 Aspen Airport Business Center, Suite D
Aspen, CO 81611
Property location: 314 Riverside Avenue, Unit 2
Aspen, CO 81611
Buyer
Debit
Credit
Financial Consideration
Sale Price of Property
6,700,000.00
Deposit
250,000.00
Deposit
85,000.00
Seller Credit for Roofing repairs per Inspection Resolution
25,000.00
Seller Credit for Furnishings
18,000.00
Prorations/Adjustments
Sewer Proration (Billing period: $128.01 for 7/1/21-9/30/21) to Aspen Consolidated
Sanitation
07/01 /21-09/30/21
1.41
2021 County Taxes - Credit to Buyer
01 /01 /21 - 09/29/21
4,754.31
Escrow/Title Charges
Mail out/courier fee to Attorneys Title Insurance Agency of Aspen, LLC
40.00
Sale Closing fee to Attorneys Title Insurance Agency of Aspen, LLC
150.00
Tax Certificate to Attorneys Title Insurance Agency of Aspen, LLC
25.00
Recording; Charges
Recording Fees - Deed to Pitkin County Clerk and Recorder
18.00
Real Estate Transfer Tax to City of Aspen
99,500.00
Recording Fees - Statement of Authority (x2) to Pitkin County Clerk and Recorder
36.00
State Tax/Stamp/documentary fee to Pitkin County Clerk and Recorder
670.00
Subtotals
6,800,440.41
382,754.31
Balance Due FROM Buyer
6,417,686.10
TOTALS
6,800,440.41
6,800,440.41
Buyer
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
IWA
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
BY:
Lisa Taitelman Cohen, Trustee
Attorneys Title Insurance Agency of Aspen, LLC
Settlement Agent
Printed on 09/24/21 at 12:46:25PM by jill.waqanibaravi 21004824 / 45
Page 1 of 2
Buyer's Settlement Statement
Aspen Development Realty, LLC
Selling Agent/Broker
Buyer
Debit Credit
Printed on 09/24/21 at 12:46:25PM by jill.waqanibaravi 21004824 / 45
Page 2 of 2
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202 - Aspen, CO 81611
LIEN AFFIDAVIT FROM BUYER TO TITLE COMPANY:
File No.: 21004824
Property: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
Legal: Unit 2, PINE RIVER TOWNHOMES, A CONDOMINIUM, according to the Map thereof recorded
January 21, 1994 in Plat Book 33 at page 66 as Reception No. 366003 and the First Amended Plat of
Condominiums Units 1 & 2, Pine River Townhomes recorded April 16, 2004 in Plat Book 68 at Page 99
as Reception No. 496584 and as defined and described by the Condominium Declaration of Pine River
Townhomes, a Condominium recorded January 21, 1994 in Book 739 at Page 474 as Reception No.
366002, Pitkin County, Colorado.
Barry M. Cohen Revocable Living Trust dated December 22, 1997 and Lisa Taitelman Cohen Revocable
Living Trust dated December 22, 1997 ("Buyer") hereby agrees to pay on demand to Attorneys Title Insurance
Agency of Aspen, LLC ("ATA") and First American Title Insurance Company, ("First American Title Insurance
Company") its underwriter, all amounts secured by any and all liens, claims or rights (referred to as "Liens") arising
from materials, labor, or services created, contracted for or assumed by Buyer, together with all costs, losses, and
attorney fees that ATA or First American Title Insurance Company may incur in connection with such Liens.
To the best of the undersigned's actual knowledge and belief, the undersigned represents that there are no unpaid
bills, invoices, charges, or assessments that could result in a Lien.
The undersigned declares that they have reviewed and examined this Affidavit from Buyer to Title Company and to
the best of the undersigned's knowledge and belief declares to be true, correct, and complete. As applicable the
undersigned declares that the undersigned has authority to execute this Affidavit.
IF-0
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
BY:
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
BY:
Lisa Taitelman Cohen, Trustee
State of )
) ss.
County of )
The foregoing instrument subscribed and sworn to before me this 29th day of September, 2021 by Barry M. Cohen
as Trustee of the Barry M. Cohen Revocable Living Trust dated December 22, 1997 and Lisa Taitelman Cohen as
Trustee of the Lisa Taitelman Cohen Revocable Living Trust dated December 22, 1997.
Witness my hand and official seal.
Notary Public
[Notary Seal]
Lien Affidavit 21004824
BUYER CLOSING INSTRUCTIONS
This is a legal instrument. If not understood, legal, tax or other counsel should be consulted before
signing.
TO: Attorneys Title Insurance Agency of Aspen, LLC
RE: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
DATE: September 29, 2021
1. 314 Aspen Riverside LLC, a Colorado limited liability company (Seller) and Barry M. Cohen Revocable
Living Trust dated December 22, 1997 and Lisa Taitelman Cohen Revocable Living Trust dated
December 22, 1997 (Buyer) engage Attorneys Title Insurance Agency of Aspen, LLC, (ATA) to provide
closing and settlement services in connection with the closing of the following described real estate in Pitkin
County, Colorado, to wit: 314 Riverside Avenue, Unit 2, Aspen, CO 81611. ATA as Closing Agent is
authorized to obtain information, and agrees to prepare, obtain, deliver and record all documents, excluding
preparation of legal documents, necessary to carry out the terms and conditions of the Contract to Buy and
Sell Real Estate, dated June 26, 2021 with ALL amendments and counterproposals attached (Contract).
2. ATA will arrange for the preparation of legal documents necessary for this transaction (included in fee).
3. Closing Agent will receive a fee not to exceed $300.00 for providing these closing and settlement services to
be the expense of the Buyer and Seller equally, unless provided otherwise by the Contract.
4. Closing Agent is authorized to receive funds and to disburse funds when all funds received are either:
available for immediate withdrawal as a matter of right from the financial institution in which the funds have
been deposited or are available for immediate withdrawal as a consequence of an agreement of a financial
institution in which the funds are to be deposited or a financial institution upon which the funds are to be drawn
(Good Funds).
5. Closing Agent is not authorized to release any documents or things of value prior to receipt and disbursement
of Good Funds, except as provided in paragraphs 12 and 13.
6. Closing Agent shall disburse all funds in Closing except those funds as may be separately disclosed in writing
to Seller and Buyer by Closing Agent or Buyer's lender on or before closing.
7. Seller will receive the net proceeds of closing as indicated:
❑ Closing Agent Trust Account Check ❑ Cashier's Check 0 Wire Transfer.
8. Seller and Buyer will furnish any additional information and documents required by Closing Agent which is
necessary to complete the transaction, and Seller and Buyer further agree to sign and complete all customary
required documents at Closing as appropriate for the Contract
9. Closing Agent will prepare and deliver an accurate, complete, and detailed Settlement Statement to Seller and
Buyer at Closing.
10. Earnest Money deposits will be delivered to Closing Agent in sufficient time before Closing to facilitate Closing
Agent disbursing Good Funds at Closing.
11. Unless extended, if Closing does not occur on the scheduled date, Closing Agent, except as provided herein,
is authorized and agrees to return all documents, monies, and things of value to the depositing party and
Closing Agent will be relieved from any further duty, responsibility or liability in connection with these
instruments. In addition, any promissory note, deed of trust, or other evidence of indebtedness signed by
Buyer shall be voided by Closing Agent, with the originals returned to Buyer and copy to Buyer's lender.
12. If conflicting demands are made on the Closing Agent, at its sole discretion, Closing Agent may hold any
monies, documents, and things of value received from any party except Buyer's lender. Closing Agent may
retain such items until (1) receipt of written instructions from Seller and Buyer; or (2) until a civil action
between Seller and Buyer shall have been finally concluded in a Court of competent jurisdiction; or (3) in the
alternative, Closing Agent may, in its sole discretion, commence a civil action to interplead, or, interplead in
any existing civil action, any documents, monies, or other things of value received by Closing Agent. Such
deposit with the Court shall relieve Closing Agent of all further liability and responsibility and Closing Agent
shall be entitled to recover from Seller and Buyer all its court costs and reasonable attorney fees.
13. These Closing Instructions may only be amended or terminated in writing signed by Seller, Buyer, and Closing
Agent.
Buyer Closing Instructions 21004824
14. Special Instructions: Applicable to Residential Closing only. (Also includes Presentation of Loan Documents
and Preparation of HUD-1).
Approved and Accepted
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
MM
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
.90
Lisa Taitelman Cohen, Trustee
To be completed by Broker and Closing Agent
Broker engages Closing Agent to complete the following:
FX-1 Deed El Bill of Sale ❑ Bargain and Sale Deed ❑ Other:
Documents are subject to Broker's review and approval and Broker acknowledges sole responsible for accuracy
of the documents.
Approved and Accepted
Approved and Accepted
Aspen Development Realty, LLC Attorneys Title Insurance Agency of Aspen, LLC
Buyer Closing Instructions 21004824
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202 - Aspen, CO 81611
COMPLIANCE AGREEMENT
Date: September 29, 2021
File No.: 21004824
Re: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
It is expressly agreed and understood between the undersigned parties that Attorneys Title Insurance Agency of
Aspen, LLC ("ATA") is acting as Closing Agent in the above referenced transaction and shall in no way be liable as
to the accuracy or completeness of a Payoff Statement or Assumption Statement that has been provided to ATA
by any third -party for the purposes of closing this transaction.
Attorneys Title Insurance Agency of Aspen, LLC, represents that it has acted in good faith in compiling the data
and information as set forth on the applicable Settlement Statement. The undersigned agree that any additional
funds due and payable after closing will be immediately paid by the responsible party.
The undersigned further agree that in the event any of the documents required in this closing misstate or
inaccurately reflect the true and correct terms and provisions thereof and that the misstatement or inaccuracy is
due to unilateral mistake on the part of ATA, a mutual mistake on the part of the undersigned and ATA, or clerical
error, then in such event the undersigned shall upon request by ATA, and in order to correct such misstatement or
inaccuracy, execute such new, corrected or replacement documents or initial such corrected original documents
as ATA deems necessary to remedy said inaccuracy or mistake.
Buyer(s):
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
M.
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
KIN
Lisa Taitelman Cohen, Trustee
Seller(s):
314 Aspen Riverside LLC,
a Colorado limited liability company
BY: Aspen Real Estate LLC,
a Colorado limited liability company, its Manager
XW
Tiffany Phipps, Manager
Compliance Agreement 21004824
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202 - Aspen, CO 81611
TAX AGREEMENT
Date: September 29, 2021
File No.: 21004824
Re: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
Real Estate Taxes in Colorado are paid in arrears and computed based on the assessed value of the property and
the mill levy. The assessed value for property is determined in March of the year, however, the mill levy is not
established until usually December. For this reason, the proration of the current year taxes is often based upon an
estimate using the most current assessment and mill levy available. There are also other methods of proration
which are used. The method used to prorate taxes is set forth in the Real Estate Contract.
1. ❑x 2021 Tax proration based on the most current assessment and mill levy: R008521
Land Assessment: N/A
Improvement Assessment
Mill Levy:
Estimated Tax:
Proration: $6,403.40
$175,990.00
36.385
$6,403.40
divided by 365 days, times days of ownership by Seller = $4,754.31
2, ❑ Tax proration based on prior year's taxes:
Prior year's taxes:
Proration:
divided by 365 days, times days of ownership by Seller =
3. ❑ Tax proration based on Other:
Proration:
divided by 365 days, times days of ownership by Seller =
CK The tax proration as shown above is the final settlement. There shall be no adjustment or further proration of
the taxes between the parties.
❑ There shall be a re -adjustment or re -proration of the taxes as shown above upon receipt by either party of the
actual tax bill. Any adjustment to the proration of the taxes shall be between the Seller and the Buyer and is
not the responsibility of ATA.
Read, entered into and accepted this date.
Buyer(s):
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
Lisa Taitelman Cohen, Trustee
Seller(s):
314 Aspen Riverside LLC,
a Colorado limited liability company
BY: Aspen Real Estate LLC,
a Colorado limited liability company, its Manager
Tiffany Phipps, Manager
1. At the time the actual tax bill for the year of Closing is received, the amount may be different than that used for proration as this
proration was based upon one of the above methods, none of which are based on the actual tax bill.
Tax Agreement 21004824
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202 - Aspen, CO 81611
UTILITY AGREEMENT:
Date: September 29, 2021
File No: 21004824
Re: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
With regard to the Closing of the above -described Property, both the Seller and Buyer accept and agree that the
insurance and utility providers for the Property including but not limited to the telephone company, public service
company and present hazard insurance agency will not be notified by Attorneys Title Insurance Agency of Aspen,
LLC. ("ATA") the sale has occurred
The parties agree to the following:
Seller's Proration / Dues:
HOA: N/A
Water: Estimated Final Billing: $190.00
Sewer: $126.60 for 7/1/2021 - 9/29/2021 (Billing period: $128.01 for 7/1/2021 - 9/30/2021)
Other:
Buyer's Proration / Dues:
HOA: N/A
Water: Billing for Buyer begins day of Closing
Sewer: $1.41 for 9/29/2021 - 9/30/2021 (Billing period: $128.01 for 7/1/2021 - 9/30/2021
Other:
If ATA has escrowed funds on a metered account, ATA will pay any final bill and refund any monies in excess of
the final bill to the appropriate party.
In the event the final bill exceeds the escrowed amount, any additional charges are the responsibility of the Seller,
if incurred before Closing and the Buyer if incurred after Closing. ATA is not responsible for and will not pay
additional charges in excess of escrowed funds.
If a utility company misquotes or provides wrong information, ATA is not liable and any adjustment shall be made
between Buyer and Seller outside of the Closing.
Read, entered into and accepted this date.
Buyer:
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
M.
Lisa Taitelman Cohen, Trustee
Seller:
314 Aspen Riverside LLC,
a Colorado limited liability company
BY: Aspen Real Estate LLC,
a Colorado limited liability company, its Manager
;T
Tiffany Phipps, Manager
Utility Agreement 21004824
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202 - Aspen, CO 81611
HOMEOWNERS ASSOCIATION INDEMNIFICATION
Date: September 29, 2021
File No.: 21004824
Re: 314 Riverside Avenue, Unit 2, Aspen, CO 81611
Attorneys Title Insurance Agency of Aspen, LLC (ATA) after reasonable diligence has been unable to determine
the existence or status of an owner's or homeowner's association to which the above Property would be subject.
Should the Seller be aware of the existence of an association, they will immediately inform ATA and Buyer.
Further, Seller affirmatively states that they are unaware of any unpaid fees, costs or assessments owed to a
homeowner's association for the Property.
Buyer acknowledges that they become responsible for the payment of any dues from and after the date of Closing
of the purchase of the above -described Property. If unpaid association obligations of Seller are discovered by
Buyer after Closing, Seller agrees to pay the same and ATA shall have no responsibility or liability for the payment
thereof.
It is further understood and agreed between Seller and Buyer that they hereby relieve ATA of all liability and
responsibility regarding matters addressed in this Indemnification. Any further adjustments shall be made solely
between the Buyer and Seller.
If the amounts withheld by ATA are insufficient to pay the amounts due from Seller for any association fees,
assessments, dues, or charges, the Seller hereby agrees to pay the balance due when that amount becomes
known.
Buyer(s):
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
WA
Lisa Taitelman Cohen, Trustee
File No.: 21004824
Seller(s):
314 Aspen Riverside LLC,
a Colorado limited liability company
BY: Aspen Real Estate LLC,
a Colorado limited liability company, its Manager
Tiffany Phipps, Manager
HOA Indemnification 21004824
TD-1000
Confidential Document
This form provides essential market information to the county assessor to ensure accurate, fair and uniform assessments
for all property. This document is not recorded, is kept confidential, and is not available for public inspection.
This declaration must be completed and signed by either the grantor (seller) or grantee (buyer). Questions 1, 2, 3,
and 4 may be completed (prefilled) by a third party, such as a title company or closing agent, familiar with details of the
transaction. The signatory should confirm accuracy before signing.
This form is required when conveyance documents are presented for recording. If this form is not completed and
submitted, the county assessor may send notice. If the completed and signed form is not returned to the assessor within
30 days of notice, the assessor may impose a penalty of $25.00 or 0.025% (0.00025) of the sale price, whichever is
greater.
Additional information as to the purpose, requirements, and level of confidentiality regarding this form are outlined in
Colorado Revised Statutes, sections 39-14-102, 39-5-121.5, and 39-13-102.
1. Physical Address and/or legal description of the real property sold: Please do not use P.O. Box numbers.
314 Riverside Avenue, Unit 2, Aspen, CO 81611
2. Type of property purchased: ❑ Single Family Residential ❑ Townhome El Condominium ❑ Multi -Unit Residential
❑ Commercial ❑ Industrial ❑ Agricultural ❑ Mixed Use ❑ Vacant Land ❑ Other:
3.
09/29/2021
06/26/2021
Date of closing: mm/dd/yyyy Date of contract: mm/dd/yyyy
4. $6,700,000.00 $
Total Sale Price: include all real and personal property Contracted price (if different from final sale price)
5. List any personal property included in the transaction that materially impacts the total sale price. Personal property
may include, but is not limited to: machinery or equipment, vehicles, exceptional appliances, electronic devices,
furniture, or anything that would not typically transfer with the real property (attach additional pages if necessary).
Description Approximate Value
$
Personal Property Total: $
If no personal property is listed, the entire purchase price will be assumed to be for the real property.
0
Did the total sale price include a trade or exchange of additional real or personal property?
If Yes, approximate value of the goods or services as of the date of closing: $
If Yes, does this transaction involve a trade under IRS Code Section 1031?
7. Was 100% interest in the real property purchased?
Mark "No" if only a partial interest is being purchased. If No, interest purchased
10 No ❑ Yes
❑ No L1 Yes
8. Is this a transaction between related parties or acquaintances? This includes persons connected by blood or
marriage, or business affiliates, or those acquainted prior to the transaction. R1 No ❑ Yes
9. Please mark type of sale
❑ Builder (new construction)
❑ Private (For Sale By Owner)
0 Public (MLS or Broker Representation)
❑ Other (describe)
10. Mark any of the following that apply to the condition of the improvements at the time of purchase.
❑ New ❑ Excellent ❑ Good ❑ Average ❑ Fair ❑ Poor ❑ Salvage
Type of financing: (mark all that apply)
❑ None (all cash or cash equivalent)
❑ New/Mortgage Lender (government -backed or conventional bank loan
❑ New/Private Third Party (nonconventional lender, e.g. relative, friend, or acquaintance)
❑ Seller (buyer obtained a mortgage directly from the seller)
❑ Assumed (buyer assumed an existing mortgage)
❑ Combination or Other: Please explain:
12. Total amount financed: $
13. Terms:
❑ Variable; Starting interest rate:
Length of time:
Balloon payment? ❑ No ❑ Yes
years
If yes, amount $
CJ1 Fixed; Interest rate:
Due Date:
14. Mark any that apply: ❑ Seller assisted down payments ❑ Seller concessions ❑ Special terms or financing
If marked, please specify terms:
15. Was an independent appraisal obtained in conjunction with this transaction?
❑ No ❑ Yes
For properties OTHER THAN Residential (Residential is defined as: single family detached, townhomes, apartments
and condominiums), please complete questions 16-18, if applicable.
16. Did the purchase price include a franchise or license fee?
If yes, franchise or license fee value $
17. Did the purchase price involve an installment land contract?
If yes, date of contract:
❑ No ❑ Yes
❑ No ❑ Yes
18. If this is vacant land, was an on -site inspection conducted by the buyer prior to the closing? ❑ No ❑ Yes
Please include any additional information concerning the transaction and price paid that you feel is important:
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
BY: Barry M. Cohen, Trustee
Signature of Grantee (Buyer) Date: mm/dd/yyyy Printed name of Grantee
Lisa Taitelman Cohen Revocable Living
Trust dated December 22, 1997
BY: Lisa Taitelman Cohen, Trustee
Signature of Grantee (Buyer) Date: mm/dd/yyyy Printed name of Grantee
Buyer Mailing Address: Future correspondence (tax bills, property valuations, etc.) regarding this property should be mailed to:
289 Laurel Avenue Highland Park Illinois 60035
Address (mailing) City State Zip Code
(847)583-1300 Bcohen55@gmail.com
Daytime Phone Email Address
Contact information is kept confidential, for County Assessor and Treasurer use only, to contact buyer with questions
regarding this form, property valuation, or property tax information.
CITY OF ASPEN GRANTEE
RETT PAYMENT COMPUTATION & Receipt #
TRANSMITTAL REPORT Date Paid
This City of Aspen Real Estate Transfer Tax Computation & Transmittal Report is due at the time of transfer and prior to recording of
the applicable deed(s). This form combines both the Wheeler RETT and the Housing RETT due to the City of Aspen. Since these
taxes differ in specifics, separate and distinct computations are required as indicated on this form.
State of Colorado
SS.
County of Pitkin )
The undersigned, as grantee of a deed or instrument of conveyance from
314 Aspen Riverside LLC, a Colorado limited liability company (grantor) to
Barry M. Cohen Revocable Living Trust dated December 22, 1997 and
Lisa Taitelman Cohen Revocable Living Trust dated December 22, 1997 (grantee)
dated 9/29/2021 transferring the following described property situated in the State of Colorado, County of Pitkin, and
the City of Aspen (if necessary, attach copy of legal description):
Unit 2, PINE RIVER TOWNHOMES, A CONDOMINIUM
hereby comply with the Real Estate Transfer Taxes imposed by Chapter 23.48 of the City of Aspen's Municipal Code, by completing
this form in its entirety and by submitting the appropriate taxes (as computed on the back of this form and below) in U.S, funds
herewith.
A. Total Wheeler RETT due to the City of Aspen
(from the 1St column, step 7 on the back page) $ 33,500.00
B. Total Housing RETT due to the City of Aspen
(from the 2nd column, step 7 on the back page) $ 66, 000.00
Total Amount of Real Estate Transfer Taxes
Submitted Herewith (Total of A & B above)
•• 11 1f
The above statement, including the computations on the back of this form, is a complete and accurate statement of the Real Estate
Transfer Taxes due to the City of Aspen pursuant to Chapter 23.48 of the City of Aspen's Municipal Code.
Please indicate the type of property by checking one of the items below:
Deed restricted employee Housing
Non -fractional Residential
Industrial
Fractional (timeshare) Residential
Commercial
AFFIDAVIT
I Certify, in Compliance with the City of Aspen's Municipal Code, that the Foregoing is True and Correct.
Name of Purchaser (Grantee):
Signature of Purchaser (Grantee):
(If signed by an agent, certificate of agency is required.)
Phone Number of Purchaser (Grantee):
Notarization of Purchaser(s)' Signatures Is Mandatory:
Subscribed and sworn to before me this day of , 20 21
My commission expires:
Notary Public
Address:
Revised 1 /2014
COMPUTATION OF THE REAL ESTATE TRANSFER TAXES:
1. Is the property deed -restricted
employee housing subject to
the Aspen/Pitkin Housing
Authority guidelines? (If the
answer is Yes, do NOT
complete the "Housing RETT"
calculations.)
2. Actual Cash Consideration (*)
3. Actual or, if unavailable,
Appraised Value of Other
Considerations (describe briefly
and attach copy of closing
contract)
4. Less $100,000
WHEELER RETT
Yes X No
$ 6,700,000.00
$ 6,700,000.00
Not Applicable
5. Total of Lines 2, 3 & 4 $
6. Tax Rate
7. Calculate RETTs
(Line 5 X Line 6)
6,700,000.00
X .005
$ 33, 500.00
HOUSING RETT
$ 6,700,000.00
$ 6,700,000.00
-$100, 000
$ 6,600,000.00
X .01
$ 66,000.00
8. Please record these calculated RETTs on Lines A & B on the front side of this form.
(*) Actual Cash Consideration is the real estate transfer taxable amount in the transaction. If a
purchaser already owns some % of the subject property prior to the current transaction, they do not
have to pay RETTs on the % of prior ownership in this transaction. However, they will need to
substantiate such ownership through copies of Corporate Resolutions, or agreements establishing
LLP's, LLC's, PCs, etc., which clearly define the individual owners and their individual percentages of
ownership, both for the selling organization as well as the purchasing organization (assuming that
individuals were not actually stated as the buyers and/or sellers on the deed itself).
If not paid when due, the above tax shall bear interest at the rate of eighteen (18%) per annum until so paid. The amount of the RETT imposed by
Chapter 23.48 of the City of Aspen's Municipal Code, and interest due thereon, are hereby assessed against the property upon the transfer of which the
tax is imposed, and if not paid when due, such tax and interest, if any, shall constitute a lien on the property for the amount thereof, which lien shall
continue until the amount thereof is paid or until its discharge or record by foreclosure or otherwise.
For More Information, please contact:
Phone: 970-920-5043 E-mail: AspenSalesTax@cityofaspen.com
Finance Department
City of Aspen City of Aspen Municipal Code Web Page Address:
130 South Galena Street http://www.aspenpitkin.com/Departments/Clerk/Municipal-Code/
Aspen, CO 81611
Revised 1 /2014
Auer recording return to:
Attorneys Title Aspen
715 West Main Street, Suite 202
Aspen, Colorado 81611
Special Warranty Deed
On this day of September 2021, 314 ASPEN RIVERSIDE LLC, a Colorado limited liability
company, as Grantor, for the consideration of the sum of Six Million, Seven Hundred Thousand and
oo/1oo U.S. Dollars ($6,700,000.00) and other good and valuable consideration to the Grantor in
hand paid, hereby grants, bargains, sells and conveys to: BARRY M. COHEN REVOCABLE
LIVING TRUST dated December 22, 1997 (as to an undivided 50% interest) and LISA
TAITELMAN COHEN REVOCABLE LIVING TRUST dated December 22, 1997 (as to an
undivided 50% interest, as Tenants in Common, as Grantees, whose mailing address is: 289 Laurel
Avenue, Highland Park, Illinois 6o035, the following real property situated in Aspen, Colorado:
Unit 2, PINE RIVER TOWNHOMES, A CONDOMINIUM, according to the Map thereof
recorded January 21, 1994 in Plat Book 33 at page 66 as Reception No. 366o03 and the
First Amended Plat of Condominiums Units 1 & 2, Pine River Townhomes recorded
April 16, 2004 in Plat Book 68 at Page 99 as Reception No. 496584 and as defined and
described by the Condominium Declaration of Pine River Townhomes, a Condominium
recorded January 21, 1994 in Book /39 at Page 474 as Reception No. 366002, Pitkin
County, Colorado;
also known as: 314 Riverside Drive, Unit 2, Aspen, Colorado 81611;
with all its appurtenances and warrants title against all persons claiming under Grantor, but not
otherwise, to the same, subject to the statutory exceptions as defined in §38-30-113(5)(a), C.R.S.
314 ASPEN RIVERSIDE LLC,
a Colorado limited liability company,
By: ASPEN REAL ESTATE LLC,
a Colorado limited liability company,
Its Manager
Tiffany Phipps, Manager
State of Colorado )
) ss.
County of Pitkin )
The foregoing instrument was acknowledged before me on this day of September 2021, by
Tiffany Phipps, as Manager of: Aspen Real Estate LLC, a Colorado limited liability company, the
Manager of: 314 Aspen Riverside LLC, a Colorado limited liability company.
Witness my hand and official seal.
Notary Public
L61
BILL OF SALE
On this day of September 2021, 314 ASPEN RIVERSIDE LLC, a Colorado limited liability
company ("Grantor"), hereby transfers, grants and conveys to the: BARRY M. COHEN
REVOCABLE LIVING TRUST dated December 22, 1997 (as to an undivided 50% interest) and
LISA TAITELMAN COHEN REVOCABLE LIVING TRUST dated December 22, 1997 (as to
an undivided 50% interest), whose mailing address is: 289 Laurel Avenue, Highland Park, Illinois
6o035 (the "Grantees") for and in consideration of the sum of Ten Dollars and other good and valuable
consideration, in hand paid at or before the ensealing or delivery of these presents, the receipt and
sufficiency of which is hereby admitted and acknowledged, has bargained and sold, and by these
presents do grant and convey unto the Grantees, their successors and assigns forever, the following
property goods and chattels, to wit:
Those goods, chattels, and furnishings including if attached to the Property on the date
of the Contract: Lighting, heating, plumbing, ventilating, and air conditioning
fixtures, TV antennas, inside telephone, network and coaxial (cable) wiring and
connecting blocks / jacks, plants, mirrors, floor coverings, intercom systems, built-in
kitchen appliances, sprinkler systems and controls, (including accessories), and
garage door openers, (including n/a remote controls);
Thefollowing are included if on the Property whether attached or not on the date of
the Contract: storm windows, storm doors, window and porch shades, awnings,
blinds, screens, window coverings and treatments, curtain rods, drapery rods,
fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds,
carbon monoxide alarms, smoke/fire detectors, all keys;
All furniture, fixtures and accessories that are physically in the Property as of the date
of the Contract; all of which are now located at: 314 Riverside Drive, Unit 2, Aspen,
Colorado 81611.
Reference herein to the Contract is to that certain Contract to Buy and Sell Real Estate (Residential)
dated June 26, 2021, between Grantor and Grantees, as amended.
TO HAVE AND TO HOLD the same unto the Grantor and its successors and assigns forever, free and
clear of all taxes, liens and encumbrances.
314 ASPEN RIVERSIDE LLC,
a Colorado limited liability company,
By: ASPEN REAL ESTATE LLC,
a Colorado limited liability company,
Its Manager
Tiffany Phipps, Manager
State of Colorado )
) ss.
County of Pitkin )
The foregoing instrument was acknowledged before me on this day of September 2021, by
Tiffany Phipps, as Manager of: Aspen Real Estate LLC, a Colorado limited liability company, the
Manager of: 314 Aspen Riverside LLC, a Colorado limited liability company.
Witness my hand and official seal.
Notary Public
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202 - Aspen, CO 81611
NOTARY DOCUMENTATION
Some of the documents for your Closing are required to be notarized. If you are executing the Closing documents
at Attorneys Title Insurance Agency of Aspen, LLC, (ATA), the Closing Agent will notarize the documents for you.
However, you must have sufficient identification.
A Notary Public for the State of Colorado is required to keep a log of the notarizations that are performed. The
Notary Public relies on the signor to provide proper identification to confirm identity. Proper identification consists
of a government issued picture identification with your name, picture, and date of birth. Usually, the identification
is a driver's license or passport.
According to Colorado law, a Notary Public may collect a fee for services. However, Attorneys Title Insurance
Agency of Aspen, LLC, (ATA) will not charge any fees for the usual and ordinary notary services required by a
standard real estate transaction closing.
If you are executing your closing documents in front of a Notary Public in another state or jurisdiction, ATA will still
need a copy of your government issued photo identification together with the Closing documents.
Date: , 2021.
Seller(s):
314 Aspen Riverside LLC,
a Colorado limited liability company
BY: Aspen Real Estate LLC,
a Colorado limited liability company, its Manager
:4
Tiffany Phipps, Manager
Notary Public Name:
County:
Notary Expiration Date:
Type of Identification:
Please print legibly -
Buyer(s):
Barry M. Cohen Revocable Living Trust
dated December 22, 1997
Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
dated December 22, 1997
Lisa Taitelman Cohen, Trustee
**** Out of County or Out of State Notary Information ***
State:
Telephone No:
Please provide a copy of picture identification for the person whose signature is being notarized.
Notary Documentation 21004824
ESCROW INSTRUCTIONS
FILE NO.: 21004824
The undersigned Settlor has deposited with Attorneys Title Insurance Agency of Aspen, LLC as
ESCROW AGENT, the items described in Schedule A attached to this agreement on this the day of
September, 2021.
This ESCROW ACCOUNT and said ESCROW AGENT are subject to the following instructions:
(a) The Escrow Agent shall not be personally liable for any act it may do or omit to do hereunder as such agent,
while acting in good faith and in the exercise of its own best judgment and any act done or omitted by it pursuant
to the advice of its own attorneys shall be conclusive evidence of such good faith.
(b) The Escrow Agent is hereby expressly authorized to comply with and obey and all orders, judgments or
decrees of any court relating to this transaction and it shall not be liable to any of the parties hereto or to any other
person, firm or corporation by reason of such compliance therewith, notwithstanding any such order, judgment
or decree being subsequently reserved, modified, annulled, set aside or vacated, or found to have been entered
without jurisdiction.
(c) If at any time a dispute shall exist as to the duty of the Escrow Agent under the terms hereof or the items
deposited hereunder are not withdrawn or used on or before the 30th day of June, 2022, the Escrow Agent may
deposit those items described in Schedule A, or such of those items that it still has in its possession, with the Clerk
of a court of competent jurisdiction in the State of Colorado, in whose jurisdiction the subject property lies, and
may interplead the parties hereto. Upon so depositing such items and filing its complaint, the escrow holder shall
be released from all liability under the terms of this agreement, as to the items so deposited. The parties, for
themselves, their heirs, successors and assigns, do hereby submit themselves to the jurisdiction of said Court and
do hereby appoint the Clerk of said Court as their agent for the service of process.
(d) In consideration of the acceptance of this escrow by the Escrow Agent, the undersigned agree, jointly and
severally, for themselves, their heirs, executors, administrators, successors and assigns, to indemnify and hold
Escrow Agent harmless as to any liability by Escrow Agent incurred to any other person or corporation by reason
of Escrow Agent's having accepted the same, or in connection herewith, and to reimburse Escrow Agent for all
expenses included by not limited to attorney fees and court costs incurred; and that Escrow Agent shall a first and
prior lien upon all deposits made to secure the performance of said agreement of indemnity and charges to be
distinguished from other expenses shall be written in above the Escrow Agent's signature at the time of the Escrow
Agent's acceptance of this agreement.
(e) The Escrow Agent is also subject to the "Special Instructions" set forth in Schedule B attached hereto and
those General Provisions shown in Exhibit I.
This agreement shall be binding upon the undersigned depositor and its successors and assigns.
Exhibit I
General Provisions
These instructions may be supplemented, altered, amended, modified in writing only; signed by all of the parties
hereto and approved by the Escrow Agent, upon payment of all fees, costs and expenses incident thereto.
No assignment, transfer, conveyance or hypothecation of any right, title or interest in and to the subject matter of
the Escrow shall be binding upon the Escrow Agent unless written notice thereof shall be served upon the Escrow
Agent and all fees, costs and expenses incident thereto shall have been paid and then only upon the Escrow Agent's
consent thereto in writing.
Any notice desired or required to be given under this Agreement may be given by email, facsimile or pre -paid
postage mailing to the person at the address given below the signature or the most recent address of such person
as shown on the records of the Escrow Agent, and notice so mailed shall be for all purposes as effectual as served
upon such party in person at the time of depositing such notice. Electronic copies are considered to be originals.
The Escrow Agent may receive any payment called hereunder after the due date of this agreement unless
subsequent to the date of such payment and prior to the receipt the Escrow Agent shall have been instructed in
writing to refuse any such payment.
The Escrow Agent is hereby expressly authorized to disregard any and all notices or warnings given by any of
the parties, or by any other person or entity accepting only orders of process of the court, and is hereby expressly
authorized to comply with and obey and all process, orders, judgments or decrees of any court, and it shall not be
liable to any of the parties or any other person or entity by reason of such compliance, notwithstanding any such
order, judgment or decree be subsequently reserved, modified, annulled, set aside or vacated, or found to have
been issued or entered without jurisdiction.
The Escrow Agent shall be under no duty or obligation to ascertain the identity, authority or rights of the parties
executing or delivering or purporting to execute or deliver these instructions or any documents or papers or
payments deposited or called for herein, and assumes no responsibility or liability for the validity or sufficiency
of these instructions or any documents or papers or payments deposited or called for herein.
The Escrow Agent shall not be liable for the outlawing of any rights under any statutes of limitations or by reason
of.latches in respect to the instructions or any document or papers deposited.
In the event of any dispute between the parties as in the facts of default, the validity or meaning of these
instructions or any other fact or matter relating to the transaction between the parties, the Escrow Agent is
instructed as follows:
(a) That it shall be under no obligation to act, except under process or order of court, or until it has been adequately
indemnified to its full satisfaction, and shall sustain no liability for its failure to act pending such process or court
order or indemnification;
(b) That it may in its sole and absolute discretion, deposit the items held in escrow, or so much as remains in its
hands with the Clerk of the District Court, State of Colorado, in whose jurisdiction the subject property lies, and
interplead the parties, and upon so depositing such items held in escrow shall be relieved of all liability under the
terms of this agreement as to the items held in escrow, and furthermore, the parties hereto for themselves, heirs,
legal representatives, successors and assigns do hereby submit themselves to the jurisdiction of said court as their
agent for the service of all process in connection with such proceedings. The institution of any such interpleader
action shall not impede the rights of the Escrow Agent.
If the subject matter of this escrow consists in whole or in part of funds, that same shall not be co -mingled by the
Escrow Agent with its own funds; provided however, that anything contained in the Escrow Agreement of which
these General Provisions are made a part. It is intended that the provisions hereof shall supersede any other terms,
conditions, covenants or provisions contained in the Escrow Agreement which expressly or by implication are in
conflict herewith.
Schedule A
The following items will be deposited and held with Attorneys Title Insurance Agency of Aspen, LLC:
Schedule B
(Special Instructions) NOTE: These instructions should be specific and must be complete in and of themselves,
and not refer to or adopt any other instrument or contract. The Escrow Agent shall not be required to undertake
to make, construe or determine compliance therewith.
See attached Special Instructions
Escrow fee of $300.00
SETTLOR (SELLERS):
314 Aspen Riverside LLC,
a Colorado limited liability company
BY: Aspen Real Estate LLC,
a Colorado limited liability company, its Manager
By: Tiffany Phipps, Manager
Address:
Facsimile:
Email:
Attorneys Title Insurance Agency of Aspen, LLC
715 West Main Street, Suite 202
Aspen, Colorado 81611
Facsimile: (970) 925-7328
Email: Winter@attytitleaspen.com
Its:
SETTLOR (BUYER):
Barry M. Cohen Revocable Living Trust
Dated December 22,1997
By: Barry M. Cohen, Trustee
Lisa Taitelman Cohen Revocable Living Trust
Dated December 22,1997
By: Lisa Taitelman Cohen, Trustee
Address:
Facsimile:
Email:
Schedule B to the Escrow Agreement
Special Instructions
Escrow No.: 21004824
Property Address: 314 Riverside Avenue, Unit 2, Aspen, Colorado 81611
Buyer: Cohen Aspen, LLC
Seller: 314 Aspen Riverside LLC
Date: September _, 2021
1. Twenty -Six Thousand Two Hundred Fifty Dollars and thirty-five cents ($26,250.35) (the "Funds") shall be held
in escrow (the "Escrow") by Escrow Agent in respect of Seller's achieving completion of all of the work described
on the list set forth in Section 2 below (the "Work"). Seller shall use commercially reasonable efforts to complete
the Work on or before December 31, 2021. Upon Seller's completion of the Work, Seller shall provide a written
notice of completion to Buyer and Escrow Agent. Buyer shall then have three (3) business days after notice has
been given to Buyer and Escrow Agent within which time to inspect and object in writing, and if there is no such
written objection within said three (3) business -day period the Escrow Agent shall pay the Funds to Seller. In the
event Buyer so objects to the completion of any specific item or items on the Work, all Funds shall be paid to
Seller except for an amount equal to one hundred and twenty-five percent (125%) of the amount associated with
the objected to Work item or items, and Seller shall continue to use commercially reasonable efforts to complete
the objected to Work item(s); provided that, all Work shall be completed to Buyer's reasonable satisfaction on or
before June 30, 2022, failing which, 125% of the amount associated with such unperformed or objected to and
uncorrected Work shall be paid over to Buyer by Escrow Agent promptly after July 1, 2022. Escrow Agent shall
not thereafter disburse to Seller the amount associated with the objectionable Work item or items absent written
authorization from Buyer.
2. The Work shall consist of the following items:
Paint/Stain Decks/Garage: $23000.00
Final Detailing: 15000.00
Construction Clean: 1,218.75
Window Well: 939.04
Landscaping/Sprinklers/Patios: 15, 842.49
$213000.28
48665764.1
1
AMENDED & RESTATED OPERATING AGREEMENT
OF
314 ASPEN RIVERSIDE LLC
THIS AMENDED & RESTATED OPERATING AGREEMENT (“Agreement”) for 314 ASPEN
RIVERSIDE LLC, a Colorado limited liability company (the “Company”) is made and entered into as of March 1,
2020, by the Company’s Members: CHUCK BOND (“Bond”); SCN/REI HOLDINGS, LLC, an Illinois limited
liability company (“Nathan”); JAY GOODING, TRUSTEE OF THE JAY GOODING TRUST DATED MARCH
13, 2012, AS AMENDED (“Gooding”); CTM PROPERTY, LLC, a Colorado limited liability company
(“Vonderheide”); 2006 SHEAN FAMILY TRUST (“Shean”); TERRAPIN PALISADES VENTURES, LLC, a
California limited liability company (“Weiss”); POSITANO PREMIERE PROPERTIES, a California general
partnership (“Albert”); THE DANIEL W. SCHAEFER TRUST UAT OCTOBER 11, 1990 (“Schaefer”); ERIC J.
NEWHOUSE & DEBORAH J. NEWHOUSE REVOCABLE LIVING TRUST UA 12-18-2003 (“Newhouse”);
and 314 INVESTMENT LLC, a Colorado limited liability company (“Friedland”) (collectively, the “Members”), and
by the Company’s Manager: ASPEN REAL ESTATE LLC, a Colorado limited liability company; (the “Manager”).
This Amended & Restated Operating Agreement shall supersede and entirely replace that certain Operating Agreement
of the Company, dated as of September 1, 2019, as amended.
ARTICLE 1
The Limited Liability Company
1.1 Formation. On or about July 8, 2019, the Manager formed a limited liability company upon the terms
and conditions provided in this Agreement, subject to the provisions of the Colorado Limited Liability Company Act
(the “Act”). The name of the limited liability company shall be: “314 Aspen Riverside LLC” (the “Company”).
1.2 Articles of Organization. The Manager(s) have caused articles of organization that comply with the
requirements of the Act to be properly filed with the Colorado Secretary of State on July 8, 2019. In the future, the
Manager(s) shall execute such further documents (including amendments to the articles of organization) and take such
further action as shall be appropriate or necessary to comply with the requirements of law for the formation and
operation of a limited liability company in all states and counties where the Company elects to carry on its business.
1.3 Business. The business of the Company shall be to purchase and invest in the Property as an
investment property, and to engage in such other activities as the Members may deem desirable.
1.4 Registered Office; Agent. The registered office of the Company shall be c/o Millard J. Zimet, P.C.,
1315 Mountain View Drive, Aspen, CO 81611 or at such other place in Colorado as may be selected by the Manager(s).
The registered agent for the service of process and registered office of the Company shall be the person and location
set forth in the Articles of Organization filed with the Colorado Secretary of State (i.e. Millard J. Zimet, P.C., 1315
Mountain View Drive, Aspen, CO 81611), and the Manager(s) may, from time to time, change such agent and office
by appropriate filings as required by law.
1.5 Additional Members. Additional Members shall not be admitted to the Company without the prior
written consent of all the Members.
1.6 Term. The Company shall commence on the date of this Agreement. It shall continue until the
happening of the first to occur of: (i) the agreement by the Members to dissolve the Company, (ii) the sale of all or
substantially all of the assets of the company, or (iii) any other event causing dissolution of the limited liability company
under the Act.
2
ARTICLE 2
Definitions
2.1 Affiliate. Means, with respect to any individual person or entity, any person or entity directly or
indirectly controlling, controlled by, or under common control with such person or entity. For purposes of this
definition, the term “controls,” “is controlled by,” or “is under common control with” shall mean the possession, direct
or indirect, of the power to direct or cause the direction of the management and policies of a person or entity, whether
through the ownership of voting securities, by contract or otherwise. With respect to any person who is an individual
and without regard to any issue of control, Affiliate shall also mean any member of such individual’s family, a trust
either in which the individual is a trustee or in which such individual or any member of such individual’s family is a
beneficiary. For purposes of this definition, a member of an individual’s family shall mean the spouse of such individual,
such individual’s children, grandchildren, great grandchildren, ancestors, and their respective spouses.
2.2 Capital Account. The Capital Account of each Member maintained in accordance with Section 9.2
of this Agreement.
2.3 Capital Contributions. Initial Capital Contributions and any other additional Capital Contributions made
by Members.
2.4 Carrying Costs. The costs the Company incurs as a consequence of its ownership of the Property,
including, but not limited to, debt service payments in respect to any financing, real estate or other taxes and insurance
premiums.
2.5 Cash Flow. The excess of all cash receipts of the Company over all cash disbursements of the
Company.
2.6 Code. The Internal Revenue Code of 1986, as amended, or any successor statute.
2.7 Initial Capital Contributions. The contributions of capital made by the Members upon formation of the
Company as set forth in Paragraph 3.1 below.
2.8 Manager(s). Aspen Real Estate LLC, a Colorado limited liability company, or any other successor
Manager(s) elected in accordance with this Agreement. Any reference herein to Manager shall refer to both the singular
and the plural if there is more than one Manager of the Company.
2.9 Property. That certain real property located at the street address of: 314 Riverside Avenue, Aspen,
CO 81611.
2.10 Profit or Loss. The profit or loss of the Company as determined under the capital accounting rules of
Treasury Regulation 1.704-1(b) (2) (iv) for purposes of adjusting the Capital Accounts of the Members including,
without limitation, the provisions of paragraphs (b), (f) and (g) of those regulations relating to the computation of the
items of income, gain, deduction and loss.
3
2.11 Sharing Ratio. The “Sharing Ratio” of each Member shall be as follows:
Member Sharing Ratio
Friedland 18.75000%
Bond 17.85714
Nathan 16.07143
Gooding 10.71429
Vonderheide 8.92857
Shean 7.14286
Weiss 7.14286
Albert 4.46429
Schaefer 4.46429
Newhouse 4.46429
===========
100.000%
2.12 Treasury Regulations. Regulations issued by the Department of Treasury under the Code. Any
reference to a specific section or sections of the Treasury Regulations shall be deemed to include a reference to any
corresponding provision of future regulations under the Code.
2.13 Unpaid Capital Balance. With respect to a Member, the aggregate Capital Contributions of such
Member, reduced but not below zero, by aggregate amount previously distributed to such Member by the Company in
accordance with Section 4 hereof.
2.14 Voting Interest. A number of votes equal to a Member’s Sharing Ratio. A Member may be
composed of one or more entities, but in such event said Member shall appoint a single person or entity authorized to
vote the Voting Interest of such Member. In the event that any Member defaults hereunder then such Member’s voting
rights shall be suspended during the period of any such default, and the Voting Interests of the non-defaulting Members
shall be adjusted to 100%, pro rata among the non-defaulting Members in accordance with their respective Sharing
Ratios, during the period of any such default.
ARTICLE 3
Capital Contributions to the Company
3.1 Initial Capital Contributions.
a. Cash: The Members’ respective initial cash Capital Contributions, which may be drawn upon by the
Manager from time to time, shall be as follows:
4
Member Initial Cash Capital Contribution
Friedland $525,000
Bond 500,000
Nathan 450,000
Gooding 300,000
Vonderheide 250,000
Shean 200,000
Weiss 200,000
Albert 125,000
Schaefer 125,000
Newhouse 125,000
===========
$2,800,000
b. Loan: The Members hereby authorize the Manager to cause the Company to borrow a loan (the “Loan”)
in the initial principal amount not to exceed Three Million Five Hundred Thousand Dollars ($3,500,000) from a
commercial lender to be selected by Manager (“Bank”), to be secured by a lien on the Property.
3.2 Right to Enforce. No person other than a Member shall have the right to enforce any obligation of
a Member to contribute capital and specifically no lender or other third party shall have such rights.
3.3 Capital Contributions. Capital Contributions shall be expended in furtherance of the business of the
Company, including but not limited to, renovating the Property and paying Carrying Costs. All costs and expenses of
the Company shall be paid from its funds. No interest shall be paid on Capital Contributions. No Manager shall have
any personal liability for the repayment of any Capital Contribution to a Member.
3.4 Withdrawal of Capital. No Member shall have the right to withdraw any portion of its Capital
Contributions, except as expressly provided in this Agreement.
3.5 Additional Capital Contributions. The Manager shall monitor the Company’s capital needs, and shall
notify the Members in the event that the Manager reasonably determines that the Company requires additional capital
from the Members. The Manager shall thereupon conduct a vote of the Members regarding such proposed additional
Capital Contribution, and any additional Capital Contributions may only be charged to Members following an
affirmative vote in favor thereof by a majority vote of the Members. In the event that an additional Capital Contribution
is approved by such a majority affirmative vote, all Members shall be obligated to pay to the Company an amount equal
to their share of such additional Capital Contributions within thirty (30) days after receiving written notice of such
charge from the Manager(s). Notwithstanding anything contained herein to the contrary, however, no Member’s
respective additional Capital Contribution shall ever exceed ten percent (10%) of such Member’s initial Capital
Contribution described in Section 3.1 hereinabove, it being the intent of the parties hereto to set an outside limit on the
Members’ respective obligations to make additional Capital Contributions to the Company.
3.6 Remedies for Default by Member on Capital Contribution Obligations.
(a) This Agreement shall constitute a security agreement as defined in the Uniform
Commercial Code as enacted and amended from time to time in the State of Colorado, and the interest in the Company
of each Member shall be deemed collateral hereunder to secure the contribution when due of that Member’s obligation
to provide Capital Contributions to the Company under this Article 3. The Company shall be the secured party under
this security agreement and each Member shall be a debtor. The security interest of the Company shall attach from and
5
after the time a Member executes this Agreement. Each Member will execute a financing statement to perfect the
security interest created hereby.
(b) Upon the failure of a Member to contribute when due any Capital Contribution under this
Article 3, any non-defaulting Member may notify the defaulting Member, in writing, of its default and make demand
upon it for prompt contribution thereof. The failure of the defaulting Member to contribute the amount due within thirty
(30) days after receipt of such notice shall constitute a default under the security agreement and shall entitle the
Company, and any non-defaulting Member in behalf of the Company, to pursue any of the rights and remedies set forth
in Section 3.6(c) and Section 3.6(d), which rights and remedies shall be cumulative and in addition to any other rights
and remedies available hereunder or under applicable law.
(c) If a defaulting Member has not cured its default as provided in Section 3.6(b), any non-
defaulting Member may make a Capital Contribution to the Company in an amount equal to the unpaid contribution of
the defaulting Member, and such Capital Contribution shall be credited to the Capital Account of the non-defaulting
Member making the contribution. In the event a Capital Contribution is made by a non-defaulting member pursuant to
this Section 3.6(c), the Sharing Ratio of the defaulting Member shall be reduced by an amount equal to the following:
1.5 x Unpaid Contribution of Defaulting Member
Total Capital Contributions by All Members
The Sharing Ratio of the non-defaulting Member that makes the contribution shall be increased by an amount equal to
the reduction in the Sharing Ratio of the defaulting Member and appropriate adjustments shall be made in the Capital
Accounts of the Members.
(d) If a defaulting Member has not cured its default as provided in Section 3.6(b), any non-defaulting
Member may fund such contribution on behalf of the defaulting Member and elect to treat the payment as a loan to the
defaulting Member, and the defaulting Member shall pay such non-defaulting Member, within sixty (60) days of the
date of such advance, the amount of such advance plus interest from the date of the advance at an annual rate equal to
eight percent (8%). If such advance and interest thereon are not paid when due, the non-defaulting Member that
advanced the funds shall be entitled to: (i) pursue any remedies at law to collect the debt and recover the costs of
collection, and (ii) receive one hundred percent (100%) of all amounts that would otherwise be distributed by the
Company to the defaulting Member, including amounts paid by the Company as loan repayment, until such debt plus
the costs of collection (including reasonable attorneys’ fees) are paid in full. If more than one non-defaulting Member
makes the contributions or loans provided in this Section 3.6(c), distributions on the defaulting Member’sinterest shall
be distributed pro rata based upon the amounts owed by the defaulting Member to the contributing Members.
(e) In connection with the rights of any non-defaulting Member where more than one non-defaulting
Member makes the elections provided in Sections 3.6(c) and (d), the interest of the defaulting Member shall be acquired
pro rata based upon the electing non-defaulting Members’ relative funding of the unpaid contribution. In addition, where
there is more than one non-defaulting Member exercising the options provided for in Section 3.6, each may elect the
option of provided for under Subsection (c) or Subsection (d).
(f) A defaulting Member shall indemnify the Company and all non-defaulting members for, and
hold them harmless from, any and all liability, loss, damage, cost, or expenses (collectively, “Damages”) whether
foreseen or unforeseen, incurred as a result of such Member’s default. Such Damages shall include but not be limited
to costs incurred for attorney’s fees, appraisals, or for the cost of borrowing funds necessitated by such Member’s
default.
6
ARTICLE 4
Distributions
4.1 Distributions. The Company may make distributions of available Cash Flow at such times and
in such amounts as the Manager(s) shall reasonably determine. All distributions shall be made by the Manager(s) as
follows:
(a) First, to the Members, on a pro rata basis in an amount equal to an eight percent (8.00%) annual
return on each such Member’s respective Unpaid Capital Balance.
(b) Second, to the Members, on a pro rata basis in the amount of such Members’ respective Unpaid
Capital Balances until each such balance is reduced to zero.
(c) Third, to the Manager, in an amount equal to the sum of thirty percent (30%) of the sum of: (i)
the monies paid to the Members under subclause 4.1(a) above, and (ii) the monies payable to the
Manager under this subclause 4.1(c).
(d) Fourth, on a pari passu basis, (i) sevent percent (70%) of any remaining Cash Flow shall be
distributed to the Members, on a pro rata basis in accordance with their respective Sharing Ratios;
and (ii) thirty percent (30%) of any remaining Cash Flow shall be distributed as a development
fee to Aspen Real Estate Development LLC, a Colorado limited liability company.
ARTICLE 5
Allocation of Profit and Loss
5.1 Determination of Profit and Loss. Profit and Loss shall be determined on an annual basis and for such
other periods as may be required.
5.2 Allocations of Profit and Loss. After giving effect to the special allocations set forth in Section 5.3
and adjusting Capital Accounts for all Capital Contributions and distributions for the current and all prior fiscal years,
Profits and Losses (and, if necessary, individual items of gross income or loss) for any fiscal year will be allocated
among the Members for such fiscal year in a manner that will result in the Capital Account balance for each Member
(which balance may be positive or negative) being (as nearly as possible) equal to (a) the amount that would be
distributed to the Member if the Company were to sell all its assets at their current “carrying values,” pay all liabilities
of the Company (limited, with respect to each nonrecourse liability, to the “carrying value” of the assets securing such
liability), and distribute the proceeds thereof in accordance with Section 4.1, minus (b) the sum of the Member's share
of partnership minimum gain, partner nonrecourse debt minimum gain and the amount, if any, that such Member is
obligated or deemed obligated to restore under Treasury Regulation Section 1.704-1(b)(2)(ii)(c), as determined
immediately prior to the hypothetical sale of assets.
5.3 Qualified Income Offset and Minimum Gain Chargeback Provisions.
(a) The “qualified income offset” provisions of Treasury Regulation Section 1.704-1(b)(2)(ii)(d)
are incorporated herein by reference and shall apply to adjust the allocation of Profit and Loss otherwise provided for
under Section 5.2 to the extent provided in that regulation.
7
(b) The “minimum gain” provisions of Treasury Regulation Section 1.704-2 are incorporated
herein by reference and shall apply to adjust the allocation of Profit and Loss otherwise provided for under Section 5.2
to the extent provided in that regulation.
(c) If a special allocation of Profit, Loss. Income, gain, loss or deduction is made to a Member
under this Section 5.3, future allocations under Section 5.2 shall be adjusted to take into account such special allocation
such that the net amount of any items charged or credited to Capital Accounts pursuant to Section 5.2 and this Section
5.3, to the extent possible, will equal the net amount that would have been allocated to the Capital Account of each
Member pursuant to the provisions of this Article 5 if the special allocations required by paragraphs (a) and (b) of this
Section 5.3 (the “Regulatory Allocations”) had not occurred; provided, however, that no such allocation will be made
pursuant to this Section 5.3(c) if (i) the Regulatory Allocations had the effect of offsetting a prior Regulatory Allocation
or the Regulatory Allocation will likely (in the opinion of the Company’s accountants or tax counsel) be offset by
another Regulatory Allocation in the future (e.g., Regulatory Allocation of “nonrecourse deductions” that will likely be
subject to a subsequent “minimum gain chargeback”).
ARTICLE 6
Allocation of Taxable Income and Loss
6.1 In General.
(a) Except as provided in Sections 6.1(b) and 6.2, each item of income, gain, loss and deduction of
the Company for federal income tax purposes shall be allocated among the Members in the same manner as such item
is allocated for Capital Account purposes under Article 5.
(b) To the extent of any recapture income (as defined below) resulting from the sale or other taxable
disposition of a Company asset, the amount of any gain from such disposition allocated to (or recognized by) a Member
(or its successor in interest) for federal income tax purposes pursuant to Sections 5.3 and 5.4 shall be deemed to consist
of recapture income to the extent such Member (or such Member’s predecessor in interest) has been allocated or has
claimed any deduction directly or indirectly giving rise to the treatment of such gain as recapture income. For this
purpose “recapture income” shall mean any gain recognized by the Company (but computed without regard to any
adjustment required by Sections 734 and 743 of the Code) upon the disposition of any property or asset of the Company
that does not constitute capital gain for federal income tax purposes because such gain represents the recapture of
deductions previously taken with respect to such property or assets.
6.2 Allocation of Section 704(c) Items. The Members recognize that with respect to property contributed
to the Company by a Member and with respect to property revalued in accordance with Treasury Regulation 5.1704-
1(b) (2) (iv) (f), there will be a difference between the agreed values or “carrying values” of such property at the time
of contribution or revaluation and the adjusted tax basis of such property at that time. All items of tax depreciation, cost
recovery, amortization, amount realized and gain or loss with respect to such assets shall be allocated among the
Members to take into account the book-tax disparities in accordance with the provisions of Sections 704(b) and 704(c)
of the Code and the Treasury Regulations under those sections.
6.3 Integration With Section 754 Election. All items of income, gain, loss, deduction and credit
recognized by the Company for federal income tax purposes and allocated to the Members in accordance with the
provisions hereof and all basis allocations to the Members shall be determined without regard to any election under
Section 754 of the Code that may be made by the Company; provided, however, such allocations, once made, shall be
adjusted as necessary or appropriate to take into account the adjustments permitted by Sections 734 and 743 of the
Code.
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6.4 Allocation of Tax Credits. All tax credits with respect to the Company’s expenditure of funds shall
be allocated in accordance with the Members’ respective Sharing Ratios.
ARTICLE 7
Manager
7.1 Management Authority. Management of the Company shall be vested in the Manager(s). The
Manager(s) is/are authorized to (A) executed and deliver all documents necessary or desirable for the Company to
purchase the Property and borrow the Loan; and (B) pay all Carrying Costs when due; and (C) execute the development
of the Property (including negotiation, execution, and oversight of all construction contracts and/or subcontracts
regarding said construction) and all other day-to-day business of the Company. It is the express intent of the parties
hereto that the following enumerated items shall require the majority vote of the Members: 1) approval of any budget
that represents an increase of at least twenty percent (20%) from the initial budget; 2) approval of any agreements
between the Company and any affiliates of the Manager (unless the terms of any such agreements are on terms better
than what the Company could otherwise achieve on an arms-length basis); 3) approval of any transaction to sell, lease,
encumber, or pledge the Property; 4) approval of any Company indebtedness (other than third party trade payables
incurred in the ordinary course and consistent with the budget); 5) approval of any acquisition of assets or property
other than the Property (other than as is consistent with the budget); 6) approval of any hiring of employees or
consultants by the Company; 7) using the name of the Company or its balance sheet for any purpose other than the
business of the Company; 8) causing the Company to merge with or into any entity or engaging in any transaction
having substantially the same effect; 9) approval of tax elections for federal, state or local purposes that are not in the
ordinary course of business; 10) approval of any material decision concerning Company accounting for book and
federal income tax purposes that are not in the ordinary course of business; 11) approval of the filing of any lawsuit or
claim on behalf of the Company; 12) approval of the settlement, compromise, defense and/or waiver of any claims or
causes of action of the Company against any third party; 13) confessing a judgment against the Company in any pending
or threatened legal action; 14) filing for relief under the United States Bankruptcy Code with respect to the Company,
or making an assignment for the benefit of creditors; and 15) approval of any insurance coverage relating to the
Company or the Property not in the ordinary course of business.
7.2 Duties. The Manager(s) shall carry out their duties in good faith, in a manner they believe to be
in the best interests of the Company, and with such care as ordinarily prudent persons in a like position would use under
similar circumstances. A Manager who so performs his duties shall not have any liability by reason of being or having
been a Manager of the Company. The Manager(s) shall devote such time to the business of the Company as the
Manager(s), in their reasonable discretion, deem necessary for the efficient carrying on of the Company’s business. The
Manager(s) shall at all times be free to engage in any business for their own account.
7.3 Number. The number of Managers may be increased or, after the initial increase, decreased by the
majority vote of Members.
7.4 Tenure and Removal. The initial Manager shall be Aspen Real Estate LLC, who shall hold office
until his respective resignation or removal. Any Manager may be removed by the majority vote of the Members. In the
event of the death or disability of Mark Friedland, then the successor Manager shall be elected by the majority vote of
the Members.
7.5 Reliance by Third Parties. No third party dealing with the Company shall be required to ascertain
whether a Manager is acting in accordance with the provisions of this Agreement. All third parties may rely on a
document executed by a Manager as binding the Company. The foregoing provisions shall not apply to third parties
who are Affiliates of a Member or a Manager. A Manager acting without authority shall be liable to the Members for
any damages arising out of his unauthorized actions.
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7.6 Vacancies. Vacancies occurring for any reason shall be filled by the majority vote of Members;
provided, however, that in the event of any vacancy due to the death or disability of Mark Friedland, then the successor
Manager shall be elected by the majority vote of the Members. A Manager elected to fill a vacancy shall be elected to
hold office for the unexpired term of his predecessor.
7.7 Transactions Between Company and Manager. The Manager(s), on behalf of the Company, may
contract and deal with the Company, or cause any person or entity affiliated with a Manager to contract or deal with the
Company; provided such contracts and dealings are on terms at least as good as those available to the Company from
others dealing at arms length.
7.8 Management Fees. The Company shall pay the Manager, from time to time, reasonable management
fees in light of the services performed by the Manager for the Company, and the Company shall compensate the
Manager for all administrative expenses reasonably incurred by the Manager in the management of the Company.
7.9 Insurance. The Manager(s) shall maintain for the protection of the Company, all of its Members and
the Manager(s), such insurance as the Manager(s) deem necessary for the operations being conducted.
7.10 Indemnification. The Manager(s) shall not be liable under a judgment, decree or order of a court,
or in any other manner, for a debt, obligation or liability of the Company. The Company shall indemnify and hold
harmless the Manager(s) to the fullest extent allowed by the Act.
7.11 Other Activities. The Manager(s) shall devote such time to the business of the Company as is
necessary for the efficient operation of the Company’s business. Each Manager shall at all times be free to engage and
possess an interest in any business or venture for its own account, including, but without limitation, the formation of
partnerships, joint ventures and corporations, which business or venture may directly or indirectly compete with the
business of the Company.
7.12 Exculpation.
(a) In carrying out their duties hereunder the Manager(s) shall not be liable to the Company
nor to any Member for its good faith actions, failures to act, errors of judgment, nor any acts or omissions believed in
good faith to be within the scope of authority conferred by this Agreement, but shall be liable for fraud, willful
misconduct or gross negligence in the performance of their duties under this Agreement.
(b) Subject to the limitations of the Act, the Company shall indemnify and hold harmless the
Manager(s) as to third parties against and from any personal loss, liability or damage incurred as a result of any act or
omission of any Manager believed in good faith to be within the scope of authority conferred by this Agreement, except
for fraud, willful misconduct or gross negligence, but not in excess of the value of the net assets of the Company as of
the date the Company learns of such act or omission resulting in the personal loss, liability or damage to a third party
(the “Date of Notice”). Indemnification shall be provided only out of and to the extent of the net assets of the Company
as of the Date of Notice, and no individual Member shall have any personal liability whatsoever on account thereof. In
no event shall the Company be liable to a third party under this section for the amount of any additional contributions
made to the Company after the Date of Notice or for the amount of any increase in value of any Company assets after
the Date of Notice. Notwithstanding the foregoing, the Company’s indemnification of a Manager as to a third party
shall be only with respect to such loss, liability or damage that is not otherwise compensated for by insurance carried
for the benefit of the Company.
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ARTICLE 8
Members
8.1 Limited Liability. The Members shall not be liable under judgment, decree or order of a court, or in
any other manner, for a debt, obligation or liability of the Company. Except as permitted under the Agreement, a
Member shall take no part in the control, management, direction or operation of the affairs of the Company and shall
have no power to bind the Company.
8.2 Quorum. Seventy-Five percent (75%) of the Members, as determined by Sharing Ratios, must be
present at a meeting to constitute a quorum. If a quorum is present, the majority vote of the Voting Interests entitled to
vote on a manner, represented at the meeting, and entitled to vote on the subject matter shall be the act of the Members.
In the absence of a quorum, those present may adjourn the meeting for any period, but in no event shall such period
exceed sixty (60) days.
8.3 Voting. Unless otherwise set forth herein, and regarding any matter that is put to a vote of the
Members, votes shall be allocated among the Members in accordance with their respective Sharing Ratios and a majority
vote shall rule.
8.4 Informal Action. Any action required or permitted to be taken at a meeting of the Members may be
taken without a meeting if the action is evidenced by a written consent describing the action taken. Action taken under
this section is effective when a majority of Members entitled to vote have signed the consent, unless the consent
specifies a different effective date.
8.5 Annual Meeting. No annual or other meetings of the Company or its Members shall be required.
Except as otherwise expressly provided in this Agreement, all actions of the Company shall be evidenced by the acts of
the Members or Manager(s) in accordance with this Agreement. If the Members elect to conduct any annual meetings
of the Members, such annual meeting shall be held during the month of April or at such other time as shall be fixed by
the Manager(s), for the purpose of electing Manager(s) to manage the Company and for the transaction of such other
business as may come before the meeting. If the day fixed for the annual meeting shall be a legal holiday, such meeting
shall be held on the next succeeding business day. If the election of Manager(s) shall not be held on the day designated
for an annual meeting of the Members, or at any adjournment thereof, the Manager(s) shall cause the election to be held
at a special meeting of the Members as soon as may be convenient.
8.6 Special Meetings. Special meetings of the Members for any purpose or purposes may be called by
any Manager or any Member.
8.7 Place of Meeting. All annual and special meetings of Members shall be held at the offices of the
Company, unless another location is approved by the unanimous vote of the Members.
8.8 Notice of Meeting.
(a) Written notice stating the place, day and hour of the meeting and, in case of a special
meeting,the purpose or purposes for which the meeting is called, shall be delivered either personally or by mail, by or
at the direction of any Manager or other person calling the meeting, to each Member of record entitled to vote at such
meeting. If mailed, such notice shall be deemed delivered as provided in the Act. Waiver of notice and actions taken
at a meeting shall be effective as provided in the Act.
(b) The Members recognize that, absent the consent of the Members, the Act requires that
the Members receive at least ten days notice prior to any special meeting of the Members. Each of the Members hereby
consents and agrees that special meetings of the Members may be called upon four (4) days’ written notice and each
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Member hereby waives the requirement that at least ten (10) days’ written notice of a special meeting be given to the
Members.
8.9 Proxies. At all meetings of Members, a Member may vote in person or by proxy executed in
writing by the Member or by his duly authorized attorney-in-fact. Such proxy shall be filed with a Manager of the
Company before or at the time of the meeting. No proxy shall be valid after eleven months from the date of its execution,
unless otherwise provided in the proxy.
8.10 Conduct of Meeting. At each meeting of the Members, a Chairman for that particular meeting shall be
elected. The Chairman shall be the Member in attendance who has received the vote of the majority of the Voting
Interests represented at the meeting. The Chairman shall preside over and conduct the meeting and shall appoint
someone in attendance to make accurate minutes of the meeting. Following each meeting, the minutes of the meeting
shall be sent to each Manager and Member.
8.11 Tax Matters Partner. Pursuant to Section 6231(a) of the Code, the Manager is hereby designated as the
tax matters partners for the Company. The tax matters partners are authorized to perform, on behalf of the Company or
any Member, any act that may be necessary to make this designation effective.
ARTICLE 9
Accounting and Reporting
9.1 Books. The Company shall maintain complete and accurate books of account. Each Member shall
have the right to:
(a) inspect and copy Company records, as provided by the Act;
(b) obtain from the Managers from time to time, upon at least ten (10) days prior notice and
reasonable demand for any purpose reasonably related to the Member’s interest as a Member:
(i) true and full information regarding the state of business and financial condition of the
Company and any other information regarding the affairs of the Company; and
(ii) promptly after becoming available, a copy of the Company’s federal, state, and local
income tax returns for each year; and
(c) have a formal accounting of Company affairs whenever circumstances render it just and reasonable.
9.2 Capital Accounts. The Company shall maintain a separate capital account for each Member in
accordance with the Treasury Regulations under Section 704(b) of the Code and such other accounts as may be
necessary or desirable to comply with the requirements of applicable laws and regulations.
9.3 Transfers During Year. In order to avoid an interim closing of the Company’s books, the share of
profits and losses under Article 5 of a Member who transfers part or all of their interest in the Company during the
Company’s accounting year may be determined by taking their pro rata share of the amount of such profits and losses
for the year. The proration shall be based on the portion of the Company’s accounting year which has elapsed prior to
the transfer or may be determined under any other reasonable method; provided, however, that any gain or loss from
the sale of the Company assets shall be allocated to the owner of the Company interest at the time of such sale. The
balance of the profits and losses attributable to the Company interest transferred shall be allocated to the transferee of
such interest.
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9.4 Reports. The Company’s books of account shall be closed promptly after the end of each fiscal
year. As soon as practicable thereafter, the Manager shall deliver a written report to each Member which shall include
a statement of receipts, expenditures, profits and losses for the year, a statement of each Member’s capital account and
such additional statements with respect to the status of the Company’s assets and the distribution of Company funds as
are necessary to advise the Members properly about their investment in the Company. Prior to March 15th of each year,
the Members shall also be provided with a copy of the Company federal income tax return (Form 1065) to be filed for
the preceding year. In addition to the foregoing, on or before the tenth (10th) day of each month, the Manager shall
deliver to each of the Members a report for the preceding month of the Company’s receipts, expenditures and, as of the
last day of the reporting period, amounts in any escrow, reserve, checking, money market or other accounts.
9.5 Section 754 Election. If requested by a Member, the Company shall make the election provided for
under Section 754 of the Code. Any costs attributable to making such election initially shall be borne solely by the
requesting Member, thereafter, any such costs shall be allocated among the Members benefiting from such election in
accordance with their Sharing Ratios.
ARTICLE 10
Transfers – Right of First Refusal
10.1 Restrictions. Unless specifically provided to the contrary contained herein, without the prior written
approval of all the Members (which approval shall be within the sole and absolute discretion of each Member), a
Member shall not sell, assign or otherwise transfer (collectively, a “Transfer”) any portion of its interest in the Company
to any person other than an Affiliate. In addition, the Membership Interests represented by this Operating Agreement
have not been registered under any federal or state securities laws. They have been acquired for investment and may
not be transferred without an effective registration statement pursuant to such laws or on terms that cause the transfer
to be exempt from registration, to the reasonable satisfaction of the Company.
10.2 Offer to Other Members. No Member shall sell, assign or otherwise transfer its interest or any part
thereof in the Company except as permitted by this Article 10. If at any time a Member proposes to sell, assign or
otherwise dispose of all or any part of its interest in the Company, such Member (“the Offeror”) shall first make a
written offer to sell such interest to the other Members, stating the terms and conditions on which the Offeror proposes
to transfer its Company interest. Such offer shall state all the terms and conditions of the proposed transfer, including
the price.
10.3 Acceptance of Offer. Except as provided in Section 10.9 below, the other Members shall have the right
for a period of 30 days after the receipt of the offer from the Offeror, or such longer period as may be required under
Section 10.5, to elect to purchase all of the interest in the Company offered. In exercising their right to purchase, the
other Members may divide the interest offered in any manner to which they all agree and in the absence of agreement
the offered interest shall be divided among the Members in proportion to the relative Sharing Ratios of the Members
who choose to participate; provided, however, the right to purchase shall not be effective unless such Members elect to
purchase all of the Company’s interest offered. To exercise their rights to purchase, the other Members shall give written
notice to the Offeror. Upon the exercise of a right to purchase and provided the right is exercised with respect to all of
the interest in the Company offered, the purchase shall be closed and payment made on the same terms and conditions
as those on which the Offeror proposes to transfer the interest in the Company.
10.4 Failure to Accept Offer. If the other Members do not elect to purchase all of the Company interest
offered in accordance with the provisions of Section 10.2, they shall so notify the Offeror and the Offeror may elect
either to remain in the Company or to Transfer its interest on the same terms and conditions as those presented to the
other Members pursuant to Section 10.2.
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10.5 Cash Equivalents. If the proposed offer under Section 10.2 is for consideration other than cash or
cash plus deferred payments of cash, the purchasing Members may pay the cash equivalent of such other consideration.
The Offeror and the purchasing Members shall attempt to agree upon a cash equivalent of such other consideration. If
they cannot agree within twenty (20) days after the beginning of the thirty (30) day period under Section 10.3, any such
Members may, by five (5) days’ written notice to the others, initiate arbitration proceedings for a determination of the
cash equivalent without regard to income tax consequences to the Offeror as a result of receiving cash rather than the
other consideration. The arbitration proceedings shall occur in Aspen, Colorado, according to the rules and practices of
the American Arbitration Association then in effect with respect to a sole arbitrator. The purchasing Members may elect
to purchase the interest at the determined cash equivalent by notice of such election to the Offeror within ten (10) days
after the arbitrator’s decision.
10.6 Direct and Indirect Transfers. For the purposes of this Article 10, restrictions upon the sale,
assignment or other disposition of a Member’s interest shall extend to any direct or indirect transfer including, without
limitation, (i) involuntary transfer resulting from any bankruptcy, (ii) a transfer resulting by operation of law, or as a
result of any merger, consolidation or similar action; and (iii) the transfer of an equity interest in a Member that is a
corporation, partnership, or other entity. For the purposes of this Article 10, restrictions upon the sale, assignment or
disposition of a Member’s interest shall not, except with respect to securities laws, apply to sales or transfers under
Article 3 regarding defaults on capital contributions.
10.7 Substitution of a Member.
(a) No assignee, recipient by will, legatee, or transferee (by conveyance, operation of law or
otherwise) of the whole or any portion of a Member’s interest in the Company shall have the right to become a
substituted Member without the written consent of all the other Members. The granting or denial of a request for such
written consent shall be within the absolute discretion of each Member. A substituted Member shall succeed to all the
rights and interest of his assignor in the Company. An assignee of a Member who is not admitted as a Member shall be
entitled only to the distributions to which his assignor would otherwise be entitled.
(b) If a Member shall die, his executor, administrator or trustee, or, if he shall be adjudicated insane
or incompetent, his committee, conservator or representative, or if a Member shall be dissolved, merged or consolidated,
its successor in interest, shall have the same rights and obligations that such Member would have had if he had not died
or had not been adjudicated insane or incompetent or had not been dissolved, merged or consolidated, except that the
executor, administrator, trustee, committee, conservator, representative or successor (collectively referred to as a
“Successor”) shall not become a substituted Member without the written consent of all the other Members. Except as
expressly set forth in this Section, a Successor of a dead, incompetent or insane Member shall have no liability with
respect to obligations incurred by the Company after the date of death, or adjudication of insanity or incompetence, nor
any right to participate in the voting or decisions of the Members. The Successor of a dead, insane or incompetent
Member shall continue to be obligated to make the capital contributions to the Company which the former Member
would have been required to make had the death, insanity or incompetence not occurred, so long as capital contributions
are necessitated by or otherwise related to (a) liabilities or obligations of the Company which arose or were incurred
prior to the death, insanity or incompetence of the former Member, (b) liabilities or obligations incurred in the ordinary
course of operating the Company consistent with past practices, or (c) liabilities or obligations to preserve the value of
the Company. Failure of a Successor to make such capital contributions to the Company in a full and timely manner
shall subject such Successor to all of the rights and remedies which the non-defaulting Members have against a
defaulting Member under the provisions of Section 3.6 of this Agreement.
(c) No transfer of any interest in the Company otherwise permitted under this agreement shall be
effective for any purpose whatsoever until the transferee shall have assumed the transferor’s obligations to the extent
of the interest transferred and shall have agreed to be bound by all the terms and conditions hereof, by written
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instrument, duly acknowledged, in form and substance reasonably satisfactory to the Manager.
10.8 Conditions to Substitution. As conditions to his admission as a Member (a) any assignee, legatee,
transferee or successor of a Member shall execute and deliver such instruments, in form and substance satisfactory to
the Manager, as the Manager shall deem necessary, and (b) such assignee, legatee, transferee or successor shall pay all
reasonable expenses in connection with his admission as a substituted Member.
10.9 Encumbering Member Interests. Notwithstanding any other provision of this Article 10 to the
contrary, a Member may, upon written notice to the Company, pledge, grant a security interest in or otherwise
hypothecate its interest in the Company; provided, however, the lienor, secured party or other creditor of such Member
seeking to foreclose, sell or otherwise realize upon such Membership interest shall be subject to and must comply with
the provisions of Sections 10.2 through 10.5 hereof and any purchaser of such interest (other than another Member)
shall: (i) not, without the written consent of all the other Members, be admitted as a substituted Member and (ii) have
the same rights and be subject to the same obligations as set forth in Sections 10.7(a) and (b).
ARTICLE 11
Term
11.1 Events of Dissolution. The Company shall continue until dissolved by any of the following events:
(a) by virtue of a vote in favor of dissolution by Members who possess, in the aggregate, at least
66.00% of the Voting Interests;
(b) the sale or conveyance of substantially all of the assets of the Company; or
(c) any other event causing dissolution of a limited liability company under the Act.
11.2 Voluntary Retirement or Resignation. Any Member who, prior to the dissolution of the Company
pursuant to Section 11.1, voluntarily retires or resigns from the Company, will forfeit his or its interest in the Company.
The retiring or resigning Member’s interest will then be divided equally among the remaining Members and
proportionally increase each remaining Member’s Sharing Ratio.
ARTICLE 12
Dissolution and Termination
12.1 Final Accounting. In case of the dissolution of the Company, a proper accounting shall be made as
provided in Section 9.4 from the date of the last previous accounting to the date of dissolution.
12.2 Liquidation. Upon the dissolution of the Company, the Manager(s) or, if the Manager(s) are unable to
act, some person selected by the Members whose Sharing Ratios comprise at least 66.00% of the sharing Ratios of the
Members, shall act as liquidator to wind up the Company. The liquidator shall have full power and authority to sell,
assign and encumber any or all of the Company’s assets and to wind up and liquidate the affairs of the Company in an
orderly and businesslike manner. All proceeds from liquidation shall be distributed in the following order of priority:
(i) to the payment of debts and liabilities of the Company and the expenses of liquidation; (ii) to the setting up of such
reserves as the liquidator may reasonably deem necessary for any contingent liabilities of the Company and (iii) to the
Members in accordance with Article 4. In the event that any Member’s Capital Account balance is a negative amount
after all allocations to such account in accordance with this Agreement and distributions made hereunder, such Member
shall have no obligation to contribute any amount to the Company as a result of such negative Capital Account.
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12.3 Distribution in Kind. If the liquidator shall determine that a Company asset should be distributed in
kind, the liquidator shall obtain an independent appraisal of the fair market value of the asset as of a date reasonably
close to the date of liquidation. Any unrealized appreciation or depreciation with respect to such asset shall be allocated
among the Members (in accordance with the provisions of Article 5 assuming that the asset was sold for the appraised
value) and taken into consideration in determining the balance in the Member’s capital accounts as of the date of
liquidation. Distribution of any such asset in kind to a Member shall be considered a distribution of an amount equal to
the asset’s fair market value for purposes of Section 12.2. The liquidator, in its sole discretion, may distribute any
percentage of any asset in kind to a Member even if such percentage exceeds the percentage in which the Member
shares in distributions as long as the sum of the cash and fair market value of all the assets distributed to each Member
equal the amount of the distribution to which each Member is entitled.
12.4 Waiver of Right to Court Decree of Dissolution. The Members agree that irreparable damage would
be done to the Company if any Member brought an action in court to dissolve the Company. Accordingly, each of the
Members accepts the provisions of this Agreement as its sole entitlement on termination of their membership in the
Company. Each Member hereby waives and renounces its right to seek a court decree of dissolution or to seek the
appointment by a court of a liquidator for the Company.
12.5 Articles of Dissolution. Upon the completion of the distribution of Company assets as provided in
this Article 12, the Company shall be terminated and the person acting as liquidator shall file articles of dissolution and
shall take such other actions as may be necessary to terminate the Company.
ARTICLE 13
Notices
13.1 Method of Notices. All notices required or permitted by this Agreement shall be in writing and may
be hand delivered or sent by email (receipt confirmed), registered or certified mail, postage prepaid, and shall be
effective when received or, if mailed, on the date set forth on the receipt of registered or certified mail, or on the fifth
day after mailing, whichever is earlier.
13.2 Computation of Time. In computing any period of time under this Agreement, the day of the act, event
or default from which the designated period of time begins to run shall not be included. The last day of the period so
computed shall be included, unless it is a Saturday, Sunday or legal holiday, in which event the period shall run until
the end of the next day which is not a Saturday, Sunday or legal holiday.
ARTICLE 14
General Provisions
14.1 Entire Agreement. This Agreement embodies the entire understanding and agreement among the
parties concerning the Company and supersedes any and all prior negotiations, understandings or agreements in regard
thereto.
14.2 Amendment. This Agreement may be amended only pursuant to a written instrument signed by all
Members.
14.3 Applicable Law. This Agreement shall be construed in accordance with and governed by the laws
of the State of Colorado. Each of the Members hereby waives any and all right that each such Member may have to
maintain any action for partition with respect to such Member’s interest in the Company or any right such Member may
have to force or compel dissolution of the Company except in accordance with this Agreement.
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14.4 Pronouns. References to a Member, including by use of a pronoun, shall be deemed to include
masculine, feminine, singular, plural, individuals, partnerships or corporations where applicable.
14.5 Counterparts. This instrument may be executed in any number of counterparts each of which shall be
considered an original. Signatures may be exchanged by telecopy, with original signatures to follow. Each party to this
Agreement agrees that it will be bound by its own telecopied signature and that it accepts the telecopied signatures of
the other parties to this Agreement.
14.6 Additional Documents. The Members hereto covenant and agree to execute such additional
documents and to perform additional acts as are or may become necessary or convenient to carry out the purposes of
this Agreement.
14.7 Written Consents. All consents or approvals required or permitted under this Agreement shall be in
writing.
14.8 Attorneys’ Fees and Costs. In any action to enforce, interpret or seek damages for violation of this
Agreement, the prevailing party shall recover all attorneys’ fees, litigation or arbitration expenses, and court costs.
14.9 Severability. If any provision of this Agreement or portion thereof should be declared invalid for any
reason, the invalid provision or portion thereof shall be deemed omitted and the remaining terms shall nevertheless be
carried into effect.
14.10 Enforcement by Creditors. None of the provisions of this Agreement shall be for the benefit of or
enforceable by any creditor of any Member or of the Company. No creditor may compel the Manager to undertake (or
forego) any action that said Manager does not agree with.
14.11 Waiver. The waiver of a breach of any term or condition of this Agreement shall not be deemed
to constitute the waiver of any breach of the same or any other term or condition hereof.
14.12 Representation. All Members and the Manager acknowledge that they have been advised to obtain
their own separate and independent legal counsel to represent them in signing this Agreement.
14.13 Due Authorization. Each person who signs this instrument on behalf of an entity hereby represents and
warrants that said person is duly authorized to do so and is an authorized signatory of such entity.
[signatures on following pages]
17
IN WITNESS WHEREOF, the undersigned, constituting all of the Members of the Company, and the Manager of the
Company, have executed this Agreement effective as of the date first above written.
314 INVESTMENT LLC
a Colorado limited liability company
by its Manager: Aspen Real Estate Development LLC
a Colorado limited liability company
______________________________________
Mark Friedland, Manager
CHUCK BOND
_________________________________________
SCN/REI HOLDINGS, LLC
An Illinois limited liability company
______________________________________
Stuart C. Nathan, Manager
JAY GOODING, AS TRUSTEE OF THE JAY
GOODING TRUST DATED MARCH 13, 2012,
AS AMENDED
______________________________________
Jay Gooding, Trustee
CTM PROPERTY, LLC
a Colorado limited liability company
______________________________________
Mark Vonderheide, Manager
2006 SHEAN FAMILY TRUST
______________________________________
Scott Shean, Trustee
TERRAPIN PALISADES VENTURES LLC
a California limited liability company
______________________________________
Jason Weiss, Manager
18
THE DANIEL W. SCHAEFER TRUST UAT OCTOBER 11, 1990
______________________________________
Daniel W. Schaefer, Trustee
ERIC J. NEWHOUSE & DEBORAH J. NEWHOUSE
REVOCABLE LIVING TRUST UA 12-18-2003
_____________________________________
Eric J. Newhouse, Trustee
POSITANO PREMIERE PROPERTIES
a California general partnership
______________________________________
Carl Albert, General Partner
AGREED TO AND ACCEPTED BY THE MANAGER
ASPEN REAL ESTATE, LLC, a Colorado limited liability company
______________________________________
Mark Friedland, Manager
AGREED TO AND ACCEPTED BY
ASPEN REAL ESTATE DEVELOPMENT LLC AS TO
SECTION 4.1 HEREOF:
______________________________________
Mark Friedland, Manager
Scale: AS NOTED
ISSUE
PERMIT SUBMITTAL
RIVERSIDE REMODEL
314 NORTH RIVERSIDE AVENUE
ASPEN, COLORADO
1" ACTUAL
IF THE ABOVE DIMENSION DOES
NOT MEASURE ONE INCH (1")
EXACTLY, THIS DRAWING WILL
HAVE BEEN ENLARGED OR
REDUCED, AFFECTING ALL
LABELED SCALES.
ALL DESIGNS, IDEAS ARRANGEMENTS
A N D P L A N S I N D I C AT E D BY T H E S E
DRAWINGS AND SPECIFICATIONS ARE
THE PROPERTY AND COPYRIGHT OF KIM
R AY M O N D A R C HIT E C T S, IN C . A N D
SHALL NEITHER BE USED ON ANY OTHER
WORK NOR BE USED BY ANY OTHER
PERSON FOR ANY USE WHATSOEVER
W I T H O U T W R I T T E N P E R M I S S I O N .
W R I T T EN D I M E NS I ON S S HA L L TAK E
P R E C E D E N C E O V E R S C A L E D
DIMENSIONS AND SHALL BE VERIFIED AT
T H E S I T E . A N Y D I M E N S I O N A L
DISCREPANCY SHALL BE BROUGHT TO
THE ATTENTION OF THE ARCHITECT
PRIOR TO COMMENCEMENT OF WORK.
A .0.03
9/5/19
IMPROVEMENT
SURVEY
DATE
KIM RAYMOND ARCHITECTS, INC.
418 E. COOPER AVENUE, SUITE 201
www.kimraymondarchitects.com
970-925-2252
090519
SCALE: 1' = 1'-0"1 IMPROVEMENT SURVEY 8-16-19
7945.14'
7944.73'
Tuesday, February 22, 2022 at 14:32:08 Mountain Standard Time
Page 1 of 1
Subject:#7 Narra've
Date:Tuesday, February 22, 2022 at 1:14:40 PM Mountain Standard Time
From:Rio Crandall
To:Alex George
Hi Alex,
Below is the written narrative of the proposal/project scope.
"The proposed landscape improvements to 314 Riverside are keeping with the aesthetic of the neighborhood and do not
change the already existing topography and structures as approved previously. The site plan proposes to add an in-
ground irrigation system as per the City of Aspen WELLS program. Replace an existing flagstone pathway with a
sandset rectangular flagstone paver. Addition of a small sand set patio off existing wooden deck with a small gravel
maintenance edge along North and east side of residence. Upon installation of irrigation system, the existing lawn will
be sodded with Enviro Turf."
Let me know if you need any more. I did not include any info on the fence but can add if needed.
Thanks!
rio crandall
bluegreen BLD
300 south spring street | suite 202
aspen, colorado 81611
studio 970 429 7499 | direct 970 379 5634
www.bluegreenaspen.com
Scale: AS NOTED
ISSUE
PERMIT SUBMITTAL
RIVERSIDE REMODEL
314 NORTH RIVERSIDE AVENUE
ASPEN, COLORADO
1" ACTUAL
IF THE ABOVE DIMENSION DOES
NOT MEASURE ONE INCH (1")
EXACTLY, THIS DRAWING WILL
HAVE BEEN ENLARGED OR
REDUCED, AFFECTING ALL
LABELED SCALES.
ALL DESIGNS, IDEAS ARRANGEMENTS
A N D P L A N S I N D I C AT E D BY T H E S E
DRAWINGS AND SPECIFICATIONS ARE
THE PROPERTY AND COPYRIGHT OF KIM
R AY M O N D A R C HIT E C T S, IN C . A N D
SHALL NEITHER BE USED ON ANY OTHER
WORK NOR BE USED BY ANY OTHER
PERSON FOR ANY USE WHATSOEVER
W I T H O U T W R I T T E N P E R M I S S I O N .
W R I T T EN D I M E NS I ON S S HA L L TAK E
P R E C E D E N C E O V E R S C A L E D
DIMENSIONS AND SHALL BE VERIFIED AT
T H E S I T E . A N Y D I M E N S I O N A L
DISCREPANCY SHALL BE BROUGHT TO
THE ATTENTION OF THE ARCHITECT
PRIOR TO COMMENCEMENT OF WORK.
A .0.03
9/5/19
IMPROVEMENT
SURVEY
DATE
KIM RAYMOND ARCHITECTS, INC.
418 E. COOPER AVENUE, SUITE 201
www.kimraymondarchitects.com
970-925-2252
090519
SCALE: 1' = 1'-0"1 IMPROVEMENT SURVEY 8-16-19
7945.14'
7944.73'
n
00
Cj� -Tj
1.THE SYSTEM DESIGN ASSUMES A MINIMUM PRESSURE FOR THE IRRIGATION SYSTEM OF 70 PSI ,
AT A MAXIMUM DISCHARGE OF 11 GPM AT THE 3/4-INCH IRRIGATION POINT-OF-CONNECTION
(POC). TAP INTO THE WATER LINE SUPPLY THE HOSE BIB IN THE LOCATION SHOWN FOR THE
POINT OF CONNECTION. DO NOT CONNECT DIRECTLY TO THE HOSE BIB. VERIFY PRESSURE AND
FLOW ON SITE PRIOR TO CONSTRUCTION.
2.READ THOROUGHLY AND BECOME FAMILIAR WITH THE SPECIFICATIONS AND INSTALLATION
DETAILS FOR THIS AND RELATED WORK PRIOR TO CONSTRUCTION.
3.COORDINATE UTILITY LOCATES ("CALL BEFORE YOU DIG") OF UNDERGROUND UTILITIES PRIOR TO
CONSTRUCTION.
4.DO NOT PROCEED WITH THE INSTALLATION OF THE IRRIGATION SYSTEM WHEN IT IS OBVIOUS IN
THE FIELD THAT OBSTRUCTIONS OR GRADE DIFFERENCES EXIST THAT MIGHT NOT HAVE BEEN
CONSIDERED IN THE ENGINEERING. IF DISCREPANCIES IN CONSTRUCTION DETAILS, LEGEND,
NOTES, OR SPECIFICATIONS ARE DISCOVERED, BRING ALL SUCH OBSTRUCTIONS OR
DISCREPANCIES TO THE ATTENTION OF THE OWNER'S REPRESENTATIVE.
5.THE DRAWINGS ARE DIAGRAMMATIC. THEREFORE, THE FOLLOWING SHOULD BE NOTED:
A.ALTHOUGH IRRIGATION COMPONENTS MAY BE SHOWN OUTSIDE PLANTING AREAS FOR
CLARITY, INSTALL IRRIGATION PIPE AND WIRING IN LANDSCAPED AREAS WHENEVER
POSSIBLE.
B.TREE AND SHRUB LOCATIONS AS SHOWN ON LANDSCAPE PLANS TAKE PRECEDENCE OVER
IRRIGATION EQUIPMENT LOCATIONS. AVOID CONFLICTS BETWEEN THE IRRIGATION
SYSTEM, PLANTING MATERIALS, AND ARCHITECTURAL FEATURES.
C.USE ONLY STANDARD TEES AND ELBOW FITTINGS. USE OF TEES IN THE BULLNOSE
CONFIGURATION, OR USE OF CROSS TYPE FITTINGS IS NOT ALLOWED.
6.PROVIDE THE FOLLOWING COMPONENTS TO THE OWNER PRIOR TO THE COMPLETION OF THE
PROJECT:
A.TWO (2) OPERATING KEYS FOR EACH TYPE OF MANUALLY OPERATED VALVES.
B.TWO (2) OF EACH SERVICING WRENCH OR TOOL NEEDED FOR COMPLETE ACCESS,
ADJUSTMENT, AND REPAIR OF ALL ROTARY SPRINKLERS.
7.SELECT NOZZLES FOR SPRAY AND ROTARY SPRINKLERS WITH ARCS WHICH PROVIDE COMPLETE
AND ADEQUATE COVERAGE WITH MINIMUM OVERSPRAY FOR THE SITE CONDITIONS.
CAREFULLY ADJUST THE RADIUS OF THROW AND ARC OF COVERAGE OF EACH ROTARY
SPRINKLER TO PROVIDE THE BEST PERFORMANCE.
8.THE IRRIGATION CONTRACTOR IS RESPONSIBLE FOR THE INSTALLATION OF IRRIGATION
SLEEVING. SLEEVES ARE REQUIRED FOR BOTH PIPING AND ELECTRICAL WIRING AT EACH
HARDSCAPE CROSSING. COORDINATE INSTALLATION OF SLEEVING WITH OTHER TRADES. ANY
PIPE OR WIRE WHICH PASSES BENEATH EXISTING HARDSCAPE WHERE SLEEVING WAS NOT
INSTALLED WILL REQUIRE HORIZONTAL BORING BY THE IRRIGATION CONTRACTOR. PIPE
SLEEVES SHALL BE SIZED TWICE THE NOMINAL SIZE OF THE PIPE PASSING THROUGH.
9.INSTALL ALL ELECTRICAL POWER TO THE IRRIGATION CONTROL SYSTEM IN ACCORDANCE WITH
THE NATIONAL ELECTRIC CODE AND ALL APPLICABLE LOCAL ELECTRIC UTILITY CODES.
10.THE FOLLOWING SHOULD BE NOTED REGARDING PIPE SIZING: IF A SECTION OF UNSIZED PIPE IS
LOCATED BETWEEN THE IDENTICALLY SIZED SECTIONS, THE UNSIZED PIPE IS THE SAME
NOMINAL SIZE AS THE TWO SIZED SECTIONS. THE UNSIZED PIPE SHOULD NOT BE CONFUSED
WITH THE DEFAULT PIPE SIZE NOTED IN THE LEGEND.
11.INSTALL TWO (2) #14 AWG CONTROL WIRES, FOR USE AS SPARES. INSTALL SPARE WIRES FROM
CONTROLLER LOCATION TO EACH DEAD-END OF MAINLINE. COIL 3 FEET OF WIRE IN VALVE BOX.
12.THE IRRIGATION CONTRACTOR SHALL USE FLOW CONTROL ON ALL ZONE CONTROL VALVES TO
ACHIEVE DESIGN PRESSURE AT MOST REMOTE OR HIGHEST ELEVATION EMISSION DEVICE ON
EACH ZONE. SEE LEGEND AND VALVE DESIGNATORS FOR EQUIPMENT DESIGN PRESSURE.
13.ALTHOUGH TREES AND SHRUBS WITH DIFFERENT WATER REQUIREMENTS ARE IRRIGATED ON
THE SAME DRIP ZONE, THE CONTRACTOR SHALL REFER TO THE EMITTER SCHEDULE IN THE
IRRIGATION DETAILS TO INSTALL THE CORRECT SIZE AND QUANTITY OF EMITTERS PER PLANT
WATER REQUIREMENTS. REFER TO LANDSCAPE PLANS FOR SPECIFIC PLANT SPECIES AND
WATER REQUIREMENTS.
14.SENSORS (E.G., RAIN, FREEZE, WIND, AND/OR SOIL MOISTURE ETC.), EITHER INTEGRAL OR
AUXILIARY, THAT SUSPEND OR ALTER IRRIGATION OPERATION DURING UNFAVORABLE
WEATHER CONDITIONS OR WHEN SUFFICIENT SOIL MOISTURE IS PRESENT SHALL BE REQUIRED
ON ALL IRRIGATION SYSTEMS.
I HAVE COMPLIED WITH THE CRITERIA OF THE WATER EFFICIENT LANDSCAPING STANDARDS AND APPLIED THEM ACCORDINGLY
FOR THE EFFICIENT USE OF WATER IN THE IRRIGATION DESIGN PLAN.
DATE
1.APPLICANT IS RESPONSIBLE FOR ASSURING OPERATING PRESSURE AT EACH
EMISSION DEVICE IS WITHIN THE MANUFACTURER'S RECOMMENDED PRESSURE
RANGE FOR OPTIMAL PERFORMANCE. IF PRESSURE IS NOT WITHIN THE
PREFERRED RANGE, ACTIONS DESCRIBED IN SECTION 5.1.11 OF THE WATER
EFFICIENT LANDSCAPING STANDARDS MUST BE TAKEN.
2.SPRINKLERS WITHIN INDIVIDUAL IRRIGATION ZONE SHALL HAVE MATCHED
PRECIPITATION RATES, UNLESS OTHERWISE DIRECTED BY THE
MANUFACTURER'S RECOMMENDATIONS.
3.SLOPES GREATER THAN TWENTY-FIVE PERCENT (25%) SHALL NOT USE
SPRINKLERS WITH AN APPLICATION RATE EXCEEDING 0.75 INCHES PER HOUR.
REFER TO CITY OF ASPEN WATER EFFICIENT LANDSCAPING STANDARDS
SECTION 5.2.4 FOR EXCEPTIONS, AND TO SECTION 5.5 FOR LANDSCAPE
SCHEDULING TO PREVENT RUNOFF.
4.AS PER WELS SECTION 4.3.2 (L&M), ANY DISTURBANCE UNDER EXISTING TREES
REQUIRES REVIEW AND APPROVAL OF THE CITY FORESTER.
5.AN IRRIGATION MAINTENANCE SCHEDULE AND IRRIGATION MANAGEMENT
PLAN IS REQUIRED AS DESCRIBED IN SECTIONS 5.4 THROUGH 5.8 OF THE
ASPEN WATER EFFICIENT LANDSCAPING STANDARDS.
ENSURE THE FOLLOWING:
1.TURF GRASS SPRINKLER HEADS SHALL HAVE A DISTRIBUTION UNIFORMITY OF
0.65 OR HIGHER USING THE PROTOCOL DEFINED IN ASABE/ICC 802-2014.
2.POP-UPS IN TURF AREAS HAVE A MINIMUM HEIGHT OF 6".08/30/2021
INSTALLATION GENERAL NOTES
CITY OF ASPEN GENERAL NOTES
THE IRRIGATION SYSTEM POINT-OF-CONNECTION (POC) SHALL BE
DOWNSTREAM OF THE IRRIGATION WATER TAP AND METER INSTALLED BY
OTHERS AT THE APPROXIMATE LOCATION SHOWN. INSTALL BACKFLOW
PREVENTION UNIT AND MASTER VALVE ASSEMBLY AS INDICATED, SAME
SIZE AS POC. VERIFY EXACT LOCATION OF POC WITH OWNER'S
REPRESENTATIVE.
WALL MOUNT THE IRRIGATION CONTROLLER AT THE APPROXIMATE
LOCATION SHOWN. COORDINATE ELECTRICAL POWER TO THE CONTROLLER
WITH THE OWNER'S REPRESENTATIVE. CARE SHOULD BE TAKEN TO INSTALL
THE IRRIGATION CONTROLLER IN A LOCATION THAT IS ACCESSIBLE FOR
MAINTENANCE, AND SCREENED FROM VIEW EITHER BEHIND ENTRY WALLS,
NEXT TO BUILDINGS, OR BEHIND PLANT MATERIAL. FINAL LOCATION TO BE
APPROVED BY OWNER'S REPRESENTATIVE.
THE IRRIGATION CONTRACTOR SHALL INSTALL A LOCKABLE ISOLATION
GATE VALVE ASSEMBLY DOWNSTREAM OF THE BACKFLOW PREVENTION
DEVICE AT THE APPROXIMATE LOCATION SHOWN, PER CITY OF ASPEN
REQUIREMENTS.
CONSTRUCTION NOTES
IRRIGATION LEGEND
IRRIGATION CONTROLLER UNIT WITHCCELLULAR/ETHERNET/WIFI
CONTROLLER A: RAINBIRD EXP - ME3
REMOTE CONTROL DRIP VALVE ASSEMBLY:RAIN BIRD XCZ-100-PRB-COM
QUICK COUPLING VALVE ASSEMBLY:RAIN BIRD 5RC/5NP
ISOLATION GATE VALVE ASSEMBLY:MATCO 514/10RT
POINT-OF-CONNECTION ASSEMBLYPOINT-OF-CONNECTION ASSEMBLY
BACKFLOW PREVENTION ASSEMBLY:FEBCO 825YA
WATER METER AND CURB STOP ASSEMBLY:M BY OTHERS
UNCONNECTED PIPE CROSSING
LATERAL PIPE TO SPRINKLERS:
1-INCH SIZE UNLESS OTHERWISE INDICATED
CLASS 200 PVC
MAINLINE PIPE:
1 1/4-INCH SIZE UNLESS OTHERWISE INDICATED
CLASS 200 PVC
LATERAL PIPE TO INLINE DRIP HEADER:
1-INCH SIZE UNLESS OTHERWISE INDICATED
CLASS 200 PVC
SLEEVES:CLASS 200 PVC
MASTER VALVE ASSEMBLY:RAIN BIRD PESB
FLUSH CAP ASSEMBLY WITH DRIP INDICATOR
POP-UP ROTATING SPRAY SPRINKLER:
PRESSURE: RADIUS:
FLOW (GPM):
LM O HUNTER PROS-06-PRS40-CV W/MP1000 NOZZLES
40 PSI 8 FEET TO 15 FEET
M-0.42 L-0.63 O-0.84
POP-UP ROTATING SPRAY SPRINKLER:
PRESSURE: RADIUS:
FLOW (GPM):
RGK HUNTER PROS-06-PRS40-CV W/MP2000 NOZZLES
40 PSI
K-0.77 G-1.10 R-1.48
13 FEET TO 21 FEET
POP-UP ROTATING SPRAY SPRINKLER:
PRESSURE: RADIUS:
FLOW (GPM):
YB A HUNTER PROS-06-PRS40-CV W/MP3000 NOZZLES
40 PSI
B-1.82 Y-2.73 A-3.64
22 FEET TO 30 FEET
POP-UP ROTATING SPRAY SPRINKLER:
PRESSURE: RADIUS:
FLOW (GPM):
C HUNTER PROS-06-PRS40-CV W/MPCORNER NOZZLE
40 PSI
45°-0.19 90°-0.39 105°-0.45
8 FEET TO 14 FEET
INLINE DRIP TUBING:NETAFIM TLCV26-12 WITH RAINBIRD XQF DRIPLINE HEADER
REMOTE CONTROL VALVE ASSEMBLY FOR SPRINKLER LATERALS:
RAIN BIRD PEB (SIZED PER PLAN)
FLOW SENSOR ASSEMBLY:F FLOMEC QS200 ULTRASONIC
A1141"
INDICATES LATERAL DISCHARGE (GPM)
INDICATES VALVE SIZE (INCHES)
INDICATES CONTROLLER AND STATION NUMBER
INDICATES ZONE DESIGN PRESSURE (PSI)
INDICATES PRECIP. RATE (INCHES PER HOUR)0.50
30
1
2
3
N O R T H
8'4'2'
SCALE: 1/4"=1'-0"
0'
Date Issued:
Sheet Title:
Sheet Number:
Revision Title Date
Designed:
Drafted:
Reviewed:
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SITE WATER ENGINEERING SERVICES
323 W. DRAKE RD, SUITE 204
FORT COLLINS, COLORADO 80526
Telephone: 970.282.1800
Web: www.hinesinc.com
PLAN
09.02.2021
MT
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CONTROLLER
120 VAC POWER REQUIRED
POC
SIZE: 3/4-INCH
PRESSURE: 60 PSI
FLOW: 10 GPM
A2
8.24
Turf
1"
A3
3.72
Turf
1"
A4
0.60
Turf
1"
A1
0.03
Turf
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SCALE: 1/4"=1'-0"
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Date Issued:
Sheet Title:
Sheet Number:
Revision Title Date
Designed:
Drafted:
Reviewed:
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SITE WATER ENGINEERING SERVICES
323 W. DRAKE RD, SUITE 204
FORT COLLINS, COLORADO 80526
Telephone: 970.282.1800
Web: www.hinesinc.com
PLAN
09.02.2021
MT
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JB
TYPICAL TRENCHING
DETAIL
TYPICAL SLEEVING
DETAIL
BACKFLOW PREVENTION
UNIT ASSEMBLY1 2 4
6
11
FLOW SENSOR
ASSEMBLY
ISOLATION GATE VALVE ASSEMBLY
2.5-INCH MAINLINE AND SMALLER
QUICK COUPLING
VALVE ASSEMBLY
REMOTE CONTROL TURF
VALVE ASSEMBLY
6-INCH POP UP
MP-ROTATOR ASSEMBLY
8
9
MASTER VALVE
ASSEMBLY
10
3
TYPICAL VALVE BOX
INSTALLATION
RCV
A1
RCV
A2
RCV
A3
QC
5 7 REMOTE CONTROL DRIP
VALVE ASSEMBLY
N O R T H
8'4'2'
SCALE: 1/4"=1'-0"
0'
Date Issued:
Sheet Title:
Sheet Number:
Revision Title Date
Designed:
Drafted:
Reviewed:
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SITE WATER ENGINEERING SERVICES
323 W. DRAKE RD, SUITE 204
FORT COLLINS, COLORADO 80526
Telephone: 970.282.1800
Web: www.hinesinc.com
DETAILS
09.02.2021
MT
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15 WALL MOUNT
CONTROLLER ASSEMBLY
16
PLAN VIEWPROFILE VIEW
TYPICAL IRRIGATION CONTROLLER GROUNDING
ROD OR PLATE INSTALLATION
EMITTER SCHEDULE12 13 PVC TECHLINE
CONNECTION 14 SUBSURFACE DRIP
ASSEMBLY IN TURF AREAS
N O R T H
8'4'2'
SCALE: 1/4"=1'-0"
0'
Date Issued:
Sheet Title:
Sheet Number:
Revision Title Date
Designed:
Drafted:
Reviewed:
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SITE WATER ENGINEERING SERVICES
323 W. DRAKE RD, SUITE 204
FORT COLLINS, COLORADO 80526
Telephone: 970.282.1800
Web: www.hinesinc.com
DETAILS
09.02.2021
MT
JB
JB
10/01/2019
Baltic LLC
623 East Hopkins / Aspen, CO 81612
(970) 920 1280 /aspenstarwn ndotgmai I aim
Jennifer Speck
P.O. Box 9912
Aspen, CO 81612
Re: Authorization to Perform Work
Dear Ms. Speck:
July 8, 2019
As you know, my entity intends to purchase Pine River Townhomes, Unit 2 ("Unit 2"). I'm writing
to seek your authorization, as owner of Pine River Townhomes Unit 1 ("Unit 1") for my entity to
perform the following work to the exterior and structure of Unit 2 ("Work") as listed below. The
proposed Work is listed here:
1. Repair and repaint the existing siding, using the same colors to be compatible w/ Unit 1.
2. Add a wood slat screen between the two unit's front entry areas. Where the fabric
pieces are currently hung, we will replace with a wood screen comprised of wood slats,
attached to the existing center column. The horizontal slats will be spaced to create an
"airy feeling" and stained to be complimentary to the existing wood. Unit 1 Owner has
agreed to this idea and will be shown a mock up or drawing that shows the "slats and
spaces" prior to installation. An additional photo/drawing is included to illustrate the
dormer on the North side of the breezeway roof.
3. The roof over the walkway will have a small dormer framed to add interest and a sense
of 'entry' to Unit 2. This will be built into the existing roof structure on the North side of
the breeze way.
4. Limited landscaping will be planted at the walkway and entry porch of Unit 1, to create a
visual / physical "barrier" to accessing the entry via the space to the south of the Unit 2
garage and breezeway.
5. If any of the existing windows are found to be faulty, we will repair or replace them.
6. Any and all deferred maintenance on the unit will be taken care of now.
Please countersign this letter authorizing the Work. Thank you.
Very truly yours,
Baltic LLC
A Colorado limited liability company
By: N44 9%e* , NA� 07'08'2019
Mark Friedland, Manager
The undersigned, as owner of Unit 1, hereby authorizes the Owner of Unit 2 to perform the
Work,
Karin C Speck Revocable Living Trust
By: ,�
ennif� r Spe k, Trustee