HomeMy WebLinkAboutresolution.council.013-06
RESOLUTION NO. 13
Series of 2006
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE FOR PURCHASE
OF THE RESULT, CONTRABAND AND DELLA S PARCELS, BETWEEN THE
CITY OF ASPEN AND SMUGGLER RIDGE ASSOCIATES, AND AUTHORIZING
THE MAYOR OR CITY MANAGER TO EXECUTE SAID CONTRACT ON BEHALF
OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Contract to Buy and
Sell Real Estate for purchase of the Result, Contraband and Della S parcels, between the
City of Aspen and Smuggler Ridge Associates, a true and accurate copy of which is
attached hereto as Exhibit "A";
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY
OF ASPEN, COLORADO:
That the City Council of the City of Aspen hereby approves that Contract to Buy
and Sell Real for purchase of Result, Contraband and Deila S parcels, between the City of
Aspen and Smuggler Ridge Associates, a copy of which is annexed hereto and
incorporated herein, and does hereby authorize the Mayor or City Manager to execute
said agreement on behalf of the City of Aspen.
INTRODUCED, READ AND ADOPTED by the City Council of the City of
Aspen on the /3 day o~ /1../.2006.
I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the
foregoing is a true and accurate copy of that resolution adopted by the City Council of the
City of Aspen, Colorado, at a meeting held on the day h einabove stated.
TLO. saved: 3/612006-G:\tara\Rcsos\Smuggler open space.doc
THE MYLER LAW FIRM PC
211 Midland Ave, Suite 201
Basalt, CO 81621
Phone: 970-927.()456, Fax: 970-920-4259
The printed portions of this form, except differentiated additions, have been approved by the Colotado Real Estate Commission,
(CBS 3-7-04)
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14 I. AGREEMENT. Buyer agrees to buy, aud the undersigned Seller agrees to sell, the Property defined below on the tenns and conditions
I S set forth in this contract.
16 2. DEFINED TERMS.
17 L Buyer. Buyer,
mlS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND mE PARTIES SHOULD CONSULT LEGAL AND TAX
OR OTHER COUNSEL BEFORE SIGNING.
CONTRACT TO BUY AND SELL REAL ESTATE
(VACANT LAND - FARM - RANCH)
Date: Februarv 28. 2006
Purchase Price: $ 3.570.000
City of Aapen, C01orado
18 will talce title to the real property described below as t8I Joint Tenants 0 Tenants In Common 0 Other
19 RIA
20 b. Property. The Property is the following legally described real estate:
21 See Exhibit A
22 in the County of Pi tJc.in
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, Colorado, commonly know!1 as No.
Street AddrC5s City State
together with the interests, casements, rights, benefits, improvements and attached fixtures appurtenant thereto, all
vacated streets and alleys adjacent thereto, except as herein excluded.
Co Dates .lId Deadlines.
Zip
interest of Seller in
Item No. Reference Event Date or Deadline
1 pa Loan Application Deadline RIA
2 pb Lo.n Commitment Deadline RIA
3 pc Buyer's Credit Information Deadline RIA
4 !SC Disapproval of Buyer's Credit Deadline RIA
5 ~ 5d Existing Loan Documents Deadline RIA
6 pd Objection to Existing Loan Documents Deadline RIA
7 ~ 5d Approval of Loan Transfer Deadline RIA
8 ~6.(4) Appraisal Deadline RIA
9 pa Title Deadline 3 day. a~ter NEC
10 pc Survey Deadline See 24....
II ~ 8c Survey Objection Deadline 10 days afer MEC
12 Pb Document Request Deadline 3 days alter NEC
13 , S. Tide Objection Deadline 10 day. after MBC
14 ~ Sb Qff.Record Matters Deadline 3 days ..fter DC
15 , Sb OfI~Record Matters Objection Deadline 10 days after M!i:C
16 , 10 Seller's Property Disclosure Deadline 3 day. after MIlC
17 ~ lOa Inspection Objection Deadline March 16, 2006
18 ~ lOb Resolution Deadline March 17, 2006
19 ! 10c Property Insurance Objection Deadline March 16, 2006
PREPARED BY: Dlvld J, Myler.. ~q.
CBS 3.7-04, Contract to Buy and Sell Real Estate (Vacanl L.and - Fann. Rpnch). Colorado Reel Estate Commisalon
RealFA$W Softwenl, 02006, VelllJon 6.16, Softwanl Registered to; Char Brammer, THE MYLER LAW FIRM PC
Buyer(s) ~ 02J2B1OB 14:48:38
P.~
Seller{s) v.r
20 III Closing Date September 17, 2007
21 !l6 Possession Date s.pt&mber 17, 2007 ~
22 ~ 16 Possession Time Cla.in<<.-
23 127 Acceptance DeadUne Date March ~, 2006
24 127 Acceptance DeadUne Time Noon
#f
29
30 d.
31 N/"-
Attachments. The following arc a.part afthis contract:
32 Note: The following disclosure forms are attached but are not a pan afthis contreCt:
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39
40
e. ApplicablUty of Terms. A check or similar mark in II box means that such provision is applicable. The abbreviation ''NIA"
mCElIls not applicable, The abbreviation "MBe" (mutual execution of this contract) means the latest dale upon which both parties have signed
this contract.
3. INCLUSIONS AND EXCLUSIONS. The Purchase Prico includes the following items (Inclusions):
a. Fixtures. If attached to the Property on the date of this contract, lighting, heating, plumbing. ventilating, and air conditioning
fixtures. inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom systems. sprinkler systems and controls:
and
none
41 b.
42 Done
Exclusions. The following attached fiXhJres are excluded from this sale:
43 c. Personal Property. Iron the Property whether sttllched or not on the date of this contTact:
44 stonn windows, stonn doors, window IInd porch shades, awnings. blinds, screens. window coverings, curtain rods, drapery rods, storage sheds,
45 and all keys. If checked, the fonawing arc included: 0 SmokeIFire Detectors, 0 Security Systems; and
46 N/A
47 d. Transfer of Personal Property. The Personal Property to bc conveyed at Closing shall be conveyed, by Seller. free and clear
48 of all taxes, (except personal property taxes for the year of closing), liens and encumbrances, except
49 N/"-
50 Conveyance shall be by bill of sale or other applicable legal instrument.
51 e. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as foUows:
52 N/"-
53 f. Watu Rights. The following legally described water rights:
54 a1.1 we1.1 pend t.s owned by 5el1..:-
55 Any water rights shall be conveyed by QUi.t cl.aim deed or other applicable legal instrument.
56 g. Growtne: Crops. With respect to the growing crops, Seller and Buyer agree 85 follows:
57 N/"-
58 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U.S. Dollars by Buyer as follows:
59
Item No. Reference Item
I 4 Purchase Price
2 ~ 4a Earnest Money
3 ~ 4h(l) New First Loan
4 ~ 4h(2) New Second Loan
5 ~ 40 Assumption Balance
6 ~ 4d Seller or Private Financing
7
g
9 ~ 4e Cash at Closing 3,270,000
PREPARED BV: Olvld J. Myl.r" Elq.
CBS :H-04, ContrBct 10 Buy and Sail Reel Estate (Vacant Land. Farm - Ranch). Colorado Real Estate Commission
RealFASTS ~~2006. Version 8.16. Softwam Registered to: Cher Brammer. THE MYLER LAW FIRM PC
auyer(a) ---.fl 0212610614:48:38
P..ew"
SOller{6'wg-
TOTAL $ 3,570,000 $ 3,570,000
60 Note: If there is an inconsistency between the Purchase Price on the first page and tbis 'fi 4, the amount in G 4 shall control.
61 a. Earnest Money. The Earnest Money set forth in this section. in the fann of check . is part payment
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PREPARED BY: David J. Myler.. Esq.
CBS 3-1-04, Cootract to Buy and Sell Real E.6tate (Vacant Land - Farm. Ranch). Cdorlldo Real E81ate Commiselon
ReaIFA$TGIl Software, 02006, Version 6.16. Software Regietered to; Cher Brammer, THE MYLER LAW FIRM PC
Buyer(s) 2-17"11' 02/2810614:48:38
P.~
Seller(s) vr
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157 6. APPRAISAL PROVISIONS.
158 a. Appraisll Condition. This subsection a. 0 Shall IZI Shall Not apply.
159 Buyer 511al1 have the sole option and election to terminate this contract if the Purchase Price exceeds the Property'S valuation
160 determined by an appraiser engaged by N/A . The contract shall terminate by Buyer giving Seller
161 written notice of termination and either a copy of such appraisal or written notice from lender that confinns the Property's valuation is less
162 than the Purchase Pricc, received on or before Apprals81 Deadline (~ 2c), If Seller does not receive such written notice of cennination on or
163 before Appraisal Deadline (9 2c), Buyer waives any right to terminate under this subsection.
164 b. Cost of AppraisaL Cost of Bny BppraisBI to be obtained after the date of this contract shall be timely paid by 0 Buyer
165 0 Seller.
166 7. EVIDENCE OF TITLE.
167 8. Evidence of Tit1e. On or before Title Deadline (~ 2c), Seller shall cause to be furnished to Buyer, at Seller's expense, a
J68 current commitment for owners title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if.this box is checked.
169 0 An Abstract of title certified to a currenl date. At Sellers expense, Seller shall cause the title insurance policy to be Issued Bnd delivered
170 to Buyer as soon as practicable at or after Closing. If a title insurance commitment is furnished. it 18I Shan D Shall Not commit to delete or
171 insure over the standard exceptions which relate to:
172 (1) parties in possession.
173 (2) unrecorded easements,
174 (3) survey matters,
175 (4) any unrecorded mechanic's liens,
176 (5) gap period (effective date of commitment to date deed is recorded), and
177 (6) unpaid taxes, assessments and unredeemed tax sales prior to lhe year of Closing.
PREPARED BY: thlvkl J. Myler.. t:.q.
CBS 3-7-04, Contract to Buy and Sell Reat Estate (Vacant Land - Farm - Ranch). Colorado Real Estate Commission
...IFAST., "?'"~. V....on 6.'6. Softw... .89",..00 to: Ch.. ...mmer. THE MVLER LAW fiRM pC
Buyer(s) f~ 02/28106 14:48:38
pa"U-y
88118r(5) 7
178 Any additional premium expense to obtain this additional covernge shall be paid by l8J Buyer 0 Seller.
179 b. Copies of EJ.teptlons. On or before Tide Deadline (i 2c). Seller, at Seller's expense, shan furnish to Buyer and
180 RIA ,(I)acopyofony
181 plats, declarations, covenants, conditions and restrictions burdening the Property, Bod (2) if 8 title insurance commitment is required to be
182 furnished. and if this be" is checked Igj Copies of any Other Documents (OT, if illegible, summaries of such documents) listed in the
183 schedule of exceptions (Exceptions). Even if the box is nol checked, Seller shall have the obligation to furnish these documents pursuant to this
184 subsection if requested by Buyer Bny time on or before Document Request Deadline (~ 2c). This requirement shall pertain only to
185 documents as shown of record in the offices of the clerk and recorder, The abstract or title insurance commitment, together with any copies or
186 summaries of such documents furnished pursuant to this sectio~~onstitute the title documents (Title Documents),
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192 8. TITLE AND SURVEY REVlEW.
193 a. Tide Review. Buyer shall have the right to inspect the TiUe Documents. Written notice by Buyer of unmerchantability of title,
194 form or content of Title Commitment or of any other unsutisfaetory title condition shown by the Title Documents. notwithstanding ~ 12. shall
195 be signed by or on behalf of Buyer and given to Seller on or before Title Objec:tion Deadline (fi 2c), or within five (5) calendar days after
196 receipt by Buyer of any change to the Title Documents or endot'&Cment to the Title Commitment together with a copy of the document adding
197 any new Exception to title. If Seller does not receive Buyer's notice by the date specified above, Buyer accepts the condition of title as
198 disclosed by the Title Documents as satisfactory,
199 b. Mattef1l not Shown by the Public Record.. SeUer shllll deliver to Buyer. on or before OfT-Record Matters Deadline (~2c)
200 true copies of all leases and surveys in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens (including,
20 I without limitation. governmental improvements approved, but not yet installed) or other title maUers (including, without limitation. rights of
202 first refusal I and options) not shown by the public ~ords of which Seller haa actual knowledge. Buyer shall have the right to inspect the
203 Property to determine if any third party has any right in tile Property not shown by the public records (such as an unrecorded easement,
204 unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition disclosed by Seller or revealed by such
205 inspection, notwithstanding 9 12. shldl be signed by or on behalf of Buyer and given to Seller on or before Off~Record Matters Objettlon
206 Deadline (fi 2c). If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any. of third partics of
207 which Buyer haa actual knowledge.
208 to Survey Review. Buyer shaH have tbe right to inspect Survey. Jf written notice by or on behalf of Buyer of any unsatisfactory
209 condition shown by Survey, notwithstanding 9 8b or ~ 12, is received by Seller on or before Survey Objection Deadline (9 2c) then such
210 objection shall be deemed an unsatisfactory title condition. If Seller does not receive Buyer's notice by Survey Objection Deadline (~2c),
211 Buyer accepts Survey as satisfactory.
212 d. Specl.. TexingDlstriels. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION
213 INDEBTEDNESS mAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON mE TAXABLE
214 PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR
215 INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT mE SERVICING OF SUCH DEBT
216 WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH
217 INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT
218 FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH
219 DISTRICTS, EXISTING MILL LEVlES OF SUCH DISTRICT SERVlCING SUCH INDEBTEDNESS, AND THE POTENTIAL
220 FOR AN INCREASE IN SUCH MILL LEVlES.
221 In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result. if
222 written notice is received by Seller on or before Off-Record Matters Objection Deadline (~ 2c), this contract shall then temlinate. If
223 Seller does not receive Buyer'S notice by such date. Buyer accepts the effect of the Property's inclusion in such special laxing district
224 and waives the tight to terminate,
225 e. Right to Object, Cure. Buyer's right to object shall include, but nol be limited to those matters listed in ~ 12, If Seller receives
226 notice of unmerchantability of title or any olher unsatisfactory title condition or commitment terms as provided in subsection 8 a, b, c Ilnd d
227 above, Seller shall use reasonable efforts to correct said items and bear any nominal expense to correct the same prior to Closing. If such
228 unsatisfactory title condition is not corrected to Buyers satisfaction on or before Closing, this contract shall then tenninate; provided, however.
229 Buyer may. by written notice received by Seller on or before Closing, waive objection to such items.
230 f. Title A.dvlsory. The Title Documents affect the title, ownership and use of the Property and should be; reviewed cklrefully.
23] Additionally, other matters not reflected in the Title Documents may affect the title. ownership and use of the Property, including
232 without limitation boundary lines and encroachments, area. zoning, unrecorded easements and claims of easements, leases and
233 other unTeC-Orded agreements. and various laws and governmental regulations concerning land use, development nnd environmental matters,
234 The surface estate may be owned separately from the underlying minerai estate, and transfer of the surface estate does not necessarily
235 include transfer of the minerai rights. Third parties may hold interest In 011, gRS, other minerals, geothennal energy or water on or
236 under the Property, which interests may give them rights to enter and use the Property. Such matters truly be excluded from the title
237 insurance po1il.'Y. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict time limits provided in this
238 conlntct (e.g., Title Objection Deadline [* 2c] and Off-Record Matters Objection Deadline [~2c]),
PREPARED BY: O.vld J, Myler.. eaq,
CBS 5-7-04, ColTlract to Buy and Sell Real Estate (Vacant Land - Farm. Ranch), ColoradO Real Estate CommiSSKln
R8slFA$~ Software.@2006, Version 6.16, SOftW8r& Regl8tered to: Cher Brammef, THE MYLER LAW FIRM PC
Buye~') 5 f/iIJ' 02128m8 14,46,38
.."MY
Seller(a) -vr
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9. LEAD-BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwellings for
which a building permit was issued prior to January l, 1978. this contract shall be void unless 8 completed Lead-Based Paint Disclosure
(Sales) fonn is signed by Seller and the required real estate licensees, which must OCCUT prior to the parties signing this contract.
]0. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER D1SCWSURE. On or beron: Seller'. Property
Disclosure Deadline (fi 2c), Seller agrees to provide Buyer with a Sener's Property Disclosure (Vacant Lend) fann completed by Seller to the
best of Seller's current actual knowledge.
D. inspection Objection Deadline. Buyer shaH have the right to have inspections of the physical condition of the Property and
Inclusions, at Buyer's expense. If the physical condition of the Property or Inclusions is unsatisfactory in Buyer's subjective discretion, Buyer
shall, on or before Inspection Objection Deadline (~ 2c):
(1) notify Seller in writing that this contract is terminated, or
(2) provide Seller with a written description of any unsatisfactory physical condition which Buyer requires Seller to correct
(Notice to Correct).
If written notice is not received by Seller on or before Inspection Objection Deadline (~ 2c), the physical condition of the Property and
lnclusions shall be deemed to be satisfactory 10 Buyer.
b. Resolution Deadline. If 0 Notice to Correct is received by Seller and if Buyer and SeUer have not agreed in writing to a
settlement thereof on or before Resolution Deadline (~2c), this contract shall terminate one calendar day following the Resolution Deadline,
(~ 2c), unless before such termination Seller receives Buyer's written withdrawal oflhe Notice to Correct.
c. InaurablUty. This contract is conditioned upon Buyets satisfaction, in Buyer's subjective discretion, with the availability, ten11&,
conditions and premium for property insurance. This contract shall tenninatc: upon Seller's receipt, on or before Property Insurance Objection
Deadline (~2c) of Buyer"s.written notice that such insurance \Vas not satisfactory to Buyer. If said notice is not timely received. Buyer shall
have waived any right to terminate under this provision.
d. Damage, Uens and Indemnity. Buyer is rcsponsiMe for payment fOT all inspections, surveys, engineering reports or for
any other work perfonned at Buyer's request and shall pay fOT any damage which occurs to the Property and Inclusions as a result of such
activities. Buyer shall not pcnnit claims or Hens of Bny kind against tbe Property for inspections, surveys, engineering reports and for any
other work performed on the Property at Buyer's request. Buyer agrees to indemnify, protecl and hold Seller harmless from and against
any liability, damage, cost aT expense incurred by Seller in connection with any such inspection, claim, or lien. This indemnity includes
Seller's right to recover alt costs and expenses incurred by SeHer to enforce this subsection, including Sellers re8sonuble attorney and legal
fees, The provisions of this subsection shall survive the temlinalion of this contract.
11. CLOSING. Delivery of deed from Seller to Buyer shall be at closing (Closing). Closing sholl be on the date specified as Closing Date
(~2c) or by mutual agreement at an carlier date. The hour Bnd place of Closing shall be as designated by
mutual aareement
12. TRANSFER OF TITLE. Subject to lender or payment at Closing as required herein Bnd compliance by Buyer with the otller
terms and provisions hereof; Seller shall execute and deliver a good and 5ufficient aneoial warranty deed to Buyer, at Closing,
conveying the Property free and clear of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for special improvements installed as of the date of Buyer's
signature hereon, whether assessed or not. Title sholl be conveyed subject to: .
a. those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer
in accordance with ~ 8a (Title Review),
b. distribution utility easements,
c. those specifically described rights of third parties not shown by the public records of which Buyer has actual knowledge and
which were accepted by Buyer in accordance with ~ 8b (Matters Not Shown by the Public Records) and * 8c (Survey Review),
d. inclusion of the Property within any special taxing district,
e. the benefits and burdens of any declaration and party wall agreements, jf any, and
r. other none
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid lit or before Closing from the proceeds of Ihis
transaction or from any other source.
14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay. in Good Fundj;. their respective Closing costs
and aU other items required to be paid at Closing, except as otherwise provided herein. Buyer and Seller shall sign and complete all
customary or reasonably required documents at or before Closing. Fees for real estate Closing services shan be paid at Closing by
t8I One-half by Buy... and One-balf by Sener 0 Buyer 0 Sener 0 Otber
o One-half by Buyqr and One-half by
. Any sales and
The local transfer tax of ~/A % of the Purchase Price shall be paid at Closing by
Seller 0 Buyer 0 Seller 0 Other
use tax that may accrue because of this transaction shall be paid when due by ~ Buyer 0 Seller.
15. PRORATIONS. The following shall be prorated 10 Closing Date (~ 2c), except as otherwise provided:
a. Taxes. Personal property tuxes, if any, and general reat estate taxes for the yenr of Closing, based on
the Calendar Year Immediately Preceding Closing o Mosl Recent MiD Levy and Most Recent Assessment
L8I Taxes for
DOtber
PREPARED BY; David J. Myl.r.. Esq.
CBS 3-7-04, Contract to Buy and Sell Raal Estate (Vacant Lsnd. Farm - Ranch). Colorado Flul Estate Commi6$lon
RllaIFA$~ Sof\ware, C2006, Version 6.16, Software Registered to: Cher Brammer, THE MYLER LAW fiRM PC
Buyer{s) ~ 02128106 14:48:38
S.II"r,~
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c. Other Prorations. Water and sewer charges; interest on continuing loan, and
d. Final Settlement. Unless otherwise agreed in writing, these prorations shall be final.
16. POSSESSION. Possession of the Property shall be delivered to Buyer on possession Date and Possession Time (~ 2c), subject to the
following leases or tenancies:
none
If Seller, after Closing, fails to deliver possession as specified, Seller shall be subject to eviction and shall be additionally liable to Buyer
for payment of $ 200. DO per day from the P055e1s1on Date (~ 2c) until possession is delivered.
17. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without Seller's prior wrinen consent. Except 8S so restricted.
this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties.
18. INSURANCE; CONDffiON OF, DAMAGE TO PROPERTY AND INCLUSIONS. Except as otherwise provided in this contract,
the Property, Inclusions or both shall be delivered in Ihe condition existing as oflhe date of this conlroCt, ordinary wear and tear excepted.
&. Casualty Insurance. In the event the Property or Inclusions shaU be damaged by fire or other casualty prior to Closing,
in an amount of not more than ten percent of the total Purchasc Price, Seller shall be obligated to repair the same before the
Clostng Date (~ 2c). In the event such damage is not repaired within said time or if the damages exceed such sum, this contract may be
terminated at the option of Buyer by delivering to Seller written notice of tennination. Should Buyer elect to carry out this contract
despite such damage, Buyer shall be entitled to a credit, at Closing, for all the insllnlnce proceeds resulting from such damage to the
Property and Inclusions payable to Seller but not the owners' association, if any, plus the amount of any deductible provided for in such
insurance policy, such credit not to exceod the total Purchase Price.
b. Damage, Inclusions and Sen-ices. Should any Inclusion or service (including systems and components of the Property, e.g.
heating, plumbing, etc.) fail or be damaged between the date afthis contract and Closing or possession, whichever shall be earlier, then Seller
shall be liable for the repair or replacement of such Inclusion or setVice with a unit of similar size, age and quality, or an equivalent
credit, but only to the extent that the maintenance or replacement of such Inclusion, service or fixture is not the responsibility of the
owners' association, if any, less any insurance proceeds received by Buyer covering such repair or replacement. The risk of loss for any
damage to growing crops, by fire or other casualty, shall be borne by the party entitled to the growing crops, if any, as provided in * 3 and
such party shall be entitled to such insurance proceeds or benefits for the growing crops, ifany.
c. Walk.Througb and Verification of Condition. Buyer, upon reasonable notice, shall have the right to walk through the
Property prior to Closing to verify that the physical condition of the Property and Inclusions complies with this contract.
19. RECOMMENDAll0NOFLEGALANDTAXCOUNSEL By signing this document, Buyer and Seller acknowledge that the
respective broker has advised that this document bas important legal consequences and has recommended the examination of title and
consultation with legal and tax or other counsel before signing this contract.
20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any note or check received as Earnest Money
hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not
perfonned or waived as herein provided, there shall be the following remedies:
.. If Bayer Is in Default:
t81 (1) Specillc Performance. Seller may elect to treat this contract as canceled, in which case all payments and
1hings of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may be
proper, or Seller may elect to treat this contract 8S being in full force and effect and Seller shall have the right to specific perfonnance
or damages, or both.
o (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Buyer and
retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments
and things of value are LIQUIDATED DAMAGES and (except as provided in subsection c) are SELLER'S SOLE AND ONLY
REMEDY for Buyet's failure to perfonn the obligations of this contmct. Seller expressly waives the remedies of specific performance
and additional damages.
b. 1f SeUer Is in Default: Buyer may elect to treat this contract as canceled, in which case all payments and thing~ of
value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this
contract as being in full force and effect and Buyer shall have the right to specific performance or damages. or both.
e. Costs and Expenses. In the event of any arbitr8tion or litigation relating to this contract, the arbitrator or court shall
award to the prevailing party all reasonable costs and expenses, including attorney Hnd legal fees.
21. MEDIATION. If a dispute arises relating to this contract, prior to or after closing, and is not resolved, the parties shall first
proceed in good faith to submit the matter to mediation. Mediation is a proces..~ in which the parties meel with an irT!partial person who
helps to resolve the dispute informally and confidentially. Mediators cannot impose binding decisions. The parties to the dispute must
agree before any settlement is binding. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such
mediation. The mediation, unless otherwise agreed, shall tellllinate in the event the entire dispute is no~ resolved within 30 calendar days of
the date written notice requesting mediation is sent by one party to the other at the party's last known address. 111is section shall not alter any
date in this contract, unless otherwise agreed.
12. EARNEST MONEY DISPUTE. In the event of any controversy regarding Earnest Money and things of value (notwithstanding any
tennination of this contract, or mutual written instructions), Earnest Money Holder shall not be required to take any action. Earnest Money
Holder may await any proceeding, or at its option and sole discretion, interplead all parties and deposit any money or things of value into a
non.
PREPARED BY: DlVld J. Myl...... Ellq.
CBS 3-7-04, Contract ID Buy and Selt Real Estate (Vacant Land - Form. Ranch). COloradO R8BI Estate Commission
RealFASTI8l Soflwa~,~8, Version 6.16. Softwl!Irn Reglslernd to: Char Bl'1iImmer, THE MYLER LAW FIRM PC
Buyer(s) 2- ~ 02/26106 14:48:38
se"e,is.
359
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court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees fecs.
23. TERMINATION. In the event this contract is tennlnatod, all payments and things of value received hereunder shall be returned and
the parties shall be relieved afall obligations hereunder, subject to ~~ IOd, 21 and 22.
14. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colomdo Real Estate Commission.)
See Addendum A attached. h.ret.o and inoorporated herein by this reference.
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25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This agreement constitutes the entire contract between the parties
relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated
into this contract. No subsequent modification of any of the tCnn5 of this contract shall be: valid, binding upon the parties. or enforceable
unlesS made in writing and signed by the parties. Any obligation in this contract that, by its tenns, is intended to be performed after
termination or CLosing shall survive the same.
16. NOTICE, DELIVERY AND CHOICE OF LAW.
a. Physical Dellvery. Except for the notice requesting mediation described in fi 21, !lnd except as provided in ~ 26b below. all
notices must be in writing. Any notice to Buyer. shall be effective when received by Buyer or by Sel1ing Brokerage Finn. and any notice to
Seller shaU be effective when received by Seller or Listing Brokerage Firm.
b. Electronic Delivery. As an alternative to ~sical delive~ Bny signed document and written notice may be delivered in
electronic fann by the following indicated methods only; ~ Facsimile U E-mail 0 None. Documents with original signatures shall be
provided upon request ofaoy party,
Co Choiee of Law. This contract and all disputes arising hereunder shall be governed by and constued in 8l:cordance with the laws
of the State of Colorado thai would be applicable to Colorado residents who sign a contract in this state for property located in Colorado.
27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire: unless accepted in writing. by Buyer and
Seller, as evidenced by their signatures below, and the offering party receives notice of acceptance purSlUlnt to ~ 26 on or before
Acceptance Deadline Date (~ 2c) and Acceptanee Deadline Time (fi 2c). If accepted, this document shall become a contract between
Seller and Buyer. A copy of this document may be executed by each pany, separately, and when each party has executed a copy Ihereof, such
copies taken together shall be deemed to be a full and complete contract between the parties.
B=YOf~~ !f~
By: Cit.y HaD :r:
DATE
]-3-CJb
BUYER
By:
DATE
385 INUrE: Irthil offer is being countered or rejected, do not sign thll document. Refer to fi 28)
386
Smuggl
SELLER
By: Smuggler
DATE
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ASBoci.~on, LLC
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CBS 3-7-04, Contractto Buy lInd Sell Relll Estate (VacanILBnd. Farm -.Ranch). Colorado Real Estate COmmisslon
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PREPARED BY: O.vtd J. Myler" Esq.
CBS 3-7..Q4, Contract to Buy and Sell Real Estate (Vacant Land - Farm - Ranch). Colorado Real e.tate commission
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Buyer(s) 02128106 14:48:38
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Seller(9)_
ADDENDUM A
to
Contract ~ Buy and Sell Real Estate
B~yer: City of Aspen
Datr February 28, 2006
i
24. Additional Provisions
The Earnest Money described inlparagraph 4 shall be paid to Seller no later than I
business day after the Inspectioni Objection Deadline.
a.
b.
5' (/;::1
c.
Surveys. Seller shall deliver to ~uyer copies of such surveys of the Property as Seller has
in its possession prior to the Su,.yey Deadline. Buyer shall be entitled to obtain updates
of the surveys at its expenses. !
I
Seller's Acquisition of the prOPj'rty. Buyer acknowleges and understands that Seller is
not the owner of the Property 0 the date of this Contract but has a valid and enforceable
option to purchase the Property from its current owners, Tulasi and Jaya Wilkinson.
Seller's perfonnance is conting nt upon its acquisition of the Property prior to the Closing
Date. .
,
,
,
Conservation Easement. Prior jo Closing, Seller shall have the right to create one or
more conservation easements it! grosS on the Property ("Conservation Easements")
pursuant to the requirements o~Article 30.5 of the Title 38, C.R.S. and Section l70(h) of
the Internal Revenue Code of IP86, as amended, (the C.R-S. are lRC requirements").
Provided that the documents ei'denCing the Conservation Easements shall satisfy the
CRS and IRC requirements an approved by Buyer, which approval shall not be
unreasonably withheld, Seller ay execute and deliver any documents deemed
reasonable and necessary by S ,ller to grant the Conservation Easements including
recordation of the documents epidencing the Conservation Easements, and the
Conservation Easements shall ~ncumber the Property at Closing. Tbe Conservation
Easements shall be Permitted Il.xceptions and Buyer agrees to accept title to the Property
subject to the Conservation Ea~ements. Seller shall provide Buyer with copies of all
documents evidencing the Co~servation Easement prior to execution thereof by Seller
and Seller shall allow Buyer t9 make comments on the fonn of the Conservation
Easement. Seller shall consiMr the comments of Buyer in connection with finalizing the
Conservation Easements but S~lIer shall not be obligated to incorporate all of the
commen~ of Buyer into the crnservation Easements.
Bargain/Sale. Sellers have o~ed an Option to purchase the Property since January 31,
2002 (the Option"). The Selleljs recently exercised the Option. Since the date Sellers
acquired the Option and subs~quent to the date of the exercise of the Option, Seller and
Buyer acknowledge that the Property has substantially appreciated in value. Seller in
furtherance of the charitable Rurposes of Seller, Seller desires to give, donate, transfer,
gift over and convey to Buyet'r and Buyer desires to receive, accept and acquire from
Seller the excess of the value pf the Property over the Purchase Price. The transfer of the
Property to Buyer by Seller c~ntemplated hereby will qualify as a charitable contribution
as defined in Section 170(c) <lfthe Internal Revenue Code of 1986, as amended (the
d.
e.
~r
"Code"). Buyer shall use the Property exclusively in furtherance of its public purposes.
On the Closing Date, Buyer shall have accepted the gift contemplated hereby. Buyer will
comply with all reporting requirements ofthe Code, as amended, in connection with the
transaction contemplated hereby. Buyer acknowledges that Seller's gift hereunder is
made out of Seller's detached and disinterested generosity and that, from and after the
Closing Date, Sellers shall not retain any residual or pecuniary interest of any nature
whatsoever in the fee interest in the Property which is the subject of such gift. Buyer
covenants and agrees that it shall execute such further documents as Seller may request in
confirmation of such acknowledgment. The parties agree to execute and deliver such
I.R.S. forms as Seller may reasonably require in connection with the making of a gift to a
tax-exempt organization and the acceptance thereof, including, but not limited to, I.R.S.
Form 8283. Seller and Buyer agree that the fair market value (as that term is defined in
I.R.S. Regulation 1.170A-I(c)) of the Property, which is the subject of the gift
contemplated herein, as of the Closing Date shall be determined by an appraiser mutually
agreed to by the parties.
f. Assignment. The Property consists of three separate parcels of Property (individually, a
Parcel"). Prior to Closing, Seller shall have the right to convey title ("Conveyance") to
the separate Parcels to one or more members of Seller and/or to one or more entities
owned in whole or part by members of Seller (individually, a "Permitted Assignee")
provided that a Permitted Assignee assumes the obligations of this Contract as it relates
to a Parcel conveyed to a Permitted Assignee ("Assumption") In connection with such
Conveyance and Assumption, the Seller and Permitted Assignee shall have the right to
allocate the purchase Price among the Parcels not in excess of the Purchase Price
hereunder pursuant to a written agreement executed by Seller and all ofthe Permitted
Assignees. Further, at the request of Seller, Buyer agrees to enter into separate Contracts
with all of the Permitted Assignees on the same terms and conditions therein, except as to
account for the sale of only one Parcel provided that a condition to Closing all of the
Parcels shall be required to be closed simultaneously.
g. Seller's Costs. Seller shall provide Buyer with a description of its costs incurred in
connection with acquiring, holding and seeking development approvals for the Property
no later than March 10, 2006.
h. Continuance of Approval Process. Seller's performance in contingent \Ipon an agreement
by the Board of County Commissioners of Pitkin County to continue its consideration of
pending land use applications for the Contraband and Result to a date following the
Closing Date.
i. Aspen City Council Approval. This Contract is specifically contingent upon the foimal
approval thereof by the City of Aspen City Council as evidenced by a resolution
authorizing and ratifying the Contract. Buyer shall deliver to Seller a resolution of the
City Council authorizing the terms of this Contract no later than March 17, 2006.
j. Seller shall convey any and all mineral rights appurtenant to the Property and owned by
Seller to Buyer at Closing by quit claim deed.
O:\Clknl\Smuggler Ridge Associates\City of Aspen Smuggler Ridge Assoc Contract Addendum A 030206,wpd
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