HomeMy WebLinkAboutresolution.council.052-07 RESOLUTION NO.Jr`; .-
Series of 2007
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE FOR THE LAST
CHANCE MINING CLAIM,BETWEEN THE CITY OF ASPEN, PITKIN COUNTY BOARD
OF COUNTY COMMISSIONERS, AND MARJORY L. KEPHART, AND AUTHORIZING
THE MAYOR OR CITY MANAGER TO EXECUTE SAID CONTRACT
WHEREAS, there has been submitted to the City Council a Contract to Buy and Sell
Real Estate for the purchase of the Last Chance Mining Claim, Pitkin County, Colorado, between
the City of Aspen, Pitkin County Board of County Commissioners, and Marjory L. Kephart, 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 Estate for the purchase of the Last Chance Mining Claim, between the City of Aspen, Pitkin
County Board of County Commissioners, and Marjory L. Kephart, a copy of which is annexed
hereto and incorporated herein, subject to City and County Attorney review and approval of title
documents, and does hereby authorize the Mayor or City Manager to execute said contract and all
other requisite documents, on behalf of the City of Aspen, to consummate said purchase.
INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the day o 07.
r
Michael C. Ireland,Mayor
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 hereinabove stated.
;Kathryn S. Ko , City Clerk
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The preprinted portions of this form, except italicized or differentiated additions, have been
approved §y the Colorado Real Estate Commission. CBS3-9.99
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOJJLD
CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING.
CONTRACT TO BUY AND SELL REAL ESTATE
(VACANT LAND—FARM—RANCH)
Date: June 1, 2007
1.AGREEMENT. Buyer agrees to buy and the undersigned Seller agrees to sell the Property defined
below on the teens and conditions set forth in this contract.
2. DEFINED TERMS.
a. Buyer. Buyer, Pitkin County Board of County Commissioners will take title to the real property
described below:
Last Chance Mining Claim, USMS # 6939, Patent# 26326, 4.02 acres, more or less,
Smuggler Mountain, Pitkin County, Colorado
,V(at Copp r fix i— t�ap Colorado,t i�t e oer av�litinteiesi t fe eileasements,tet sere snanc�'a e s°adlaceni
t ereto,except as i:eretn xc u e .
b. Blank [Not Used]
c. Dates and Deadlines.
Item Referee Event Date or Deadline
1 (§5a heart Applieafielai j1---%1
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3 5c
4 5c '
5 fi Sd � =ien-x�- t� - bearDea�l�e
6 § 5d T zee
7 § 5d €-bear-13ea�1e
8 § 6a ,4 �iI-�aadlr�e
9 § 7a Title Deadline 6-15.07
10 § 7a Survey Deadline 6-15-07
11 76 Document Request Deadline 6-15-07
12 § 8a Title Objection Deadline 6-22-07
13 § 8b Off-Record Matters Deadline 6-22-07
14 § 8b Off-Record Matters Objection Deadline 7 -22-07
15 8 Seller's Pro ert Disclosure Deadline 6 115.07
16 $a _Inspection Ob"ection Deadline 6-22-07
17 § 8b Resolution Deadline—Adverse Conditions 6-25-07
18 49 Closing Date -6-29-07
19 14 Possession Date 6_29-07
20 j 14 Possession Time 5:00 m
21 25 Acce tance Deadline Date 6-1-07
22 25 Acce Lance Deadline Time 5:00 pm
23 Add. §6 County Approval of Contract Deadline Date 6- -07
24 Add. § 5 Environmental Assessment NA
Exhibit - B
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d.Attachments. The following exhibits, attachments and addenda are a part of this contract:
Addendum No. 1.
' a ilit of Terms. !� check or similar mark in a box means that such provision is
e. Appltc b y applicable.
applicable. The abbreviation"NIA" means not a
3, INCLUSIONS AND EXCLUSIONS' lambing,
a. The Purchase price includes the fallowing items(inclusions): eoti blocks/jacks,ing, pl plants,
I Fixtures. If attached to the Property on the hone wiring and connecting heating, p
( )
ventilating, and air conditioning fixtures, inside telep
mirrors,floor coverings, intercom systems, sprinkler systems and controls; and
NIA
2 Other Inclusions. if on the Property wef a rn ng , blinds, screendate windowi coverings,
storm windows, storm doors, window and porch shades,
drapery rods, storage sheds, and all keys. Check applicable box(es)if included: ❑ Snreoke(I'
curEaan P Y,
Detectors, (l Security Systems; and
NIA
spect to trade fixtures, Seller and Buyer agree as follows;
(3) Trade Fixtures. With re
N/A
(4) Water Bights. The following legally described water rights:
ALL WATER RIGHTS APPURTENANT TO THE PROPERTY
(S) Growing Crops, With respect to the growing crops, Seller and Buyer agree as follows:
NIA
1. Conveyance shall be by bill of sale or other
b. instruments of Transfer. The Inclusions are to be conveyed at Closing free and clear of all
taxes, liens and encumbrances, except as provided �n § N A deed or other
applicable legal instrument(s). Any water rights shall be conveyed by
applicable legal instrument(s).
c. Exclusions. The following attached fixtures are excluded from this sale:
NIA
PURCHASE PRICE Alm TE'EtMS, The purchase Price set forth below shall be payable in U. S.
4.
Dollars by Buyer as follows:
Amount Amount .
Item No. Reference Item $ 550 000.00
1 4 Purchase Price n•, y^,•,,,a.• > $ 50 000.00
Earnest Mone ; �,;4G:.�,.,•.,'�,.;::.,,;F,r,.,�;,
3 4b
4 sum tion Balance
5 4d Seller or Private inancin $ 5OO,UUU.00
6 4 4e
Cacti at Closin
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MAY-BI-ZUU! IZ:WM I'KUM-tUUI1 IKILLUC5IVYtCK
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7 TOTAL 1 $550 000.00 $ 550 000.00
a.Earnest Money. The Earnest Money set forth in this Section, in the form of, CHECK as part
payment of the Purchase Price and shall be payable to and held by Attorneys Title, in its trust account, on
behalf of both Seller and Buyer. The parties authorize delivery of the Earnest Money deposit to the
Closing Company, if any, at or before Closing.
b.Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing, plus Buyer's
closing costs, shall be in funds which comply with all applicable Colorado laws, which include cash,
electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good
Funds).
5. APPRAISAL PROVISIONS.
a. Appraisal Condition. -This subsection a. ❑ Shall N Shall Not apply.
Buyer shall have the sole option and election to terminate this contract if the Purchase Price exceeds
the Property's valuation determined by an appraiser engaged by NIA . The contract shall terminate
by Buyer giving Seller written notice of termination and either a copy of such appraisal or written notice
from lender which confirms the Property's valuation is less than the Purchase Price, received on or before
the Appraisal Deadline (§ 2c). if Seller does not receive such written notice of termination on or before
the Appraisal Deadline( 2c), Buyer waives any right to terminate under this subsection.
b. Cost of Appraisal. Cost of any appraisal to be obtained after the date of this contract shall be
timely paid by 7Buyer❑Seller.
6. EVIDENCE OF TITLE.
a. Evidence of Title; Survey. On or before Title Deadline (§ 2c), Seller shall cause to be furnished
to Buyer, at Sellers expense, a current commitment for owner's title insurance policy in an amount equal
to the Purchase Price or if this box is checked, El An Abstract of title certified to a current date. If a title
insurance commitment is furnished, it® Shall-0 Shall Not commit to delete or insure over the standard
exceptions which relate to:
11 partips in possession,
2 unrecorded easements,
3 survey matters,
4 any unrecorded ni.echanics' liens,
5 gap period (effective date of commitment to date deed is recorded), and
61 unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing.
Any additional premium expense to obtain this additional coverage shall be paid by ❑ Buyer
Seller. An amount not to exceed $$NLA for the cost of any improvement location certificate or
survey shall be paid by n Buyer U Seller. if the cost exceeds this amount, __ NIA _ shall pay the
excess on or before Closing. The improvement location certificate or survey shall be received by Buyer
on or before Survey Deadline (§ 2c). Seller shall cause the title insurance policy to be delivered to Buyer
as soon as practicable at or after Closing.
b. -Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, shall
furnish to Buyer, (1) a copy of any plats, declarations, covenants, conditions and restrictions burdening
the Property, and (2) if a title insurance commitment is required to be furnished, and if this box is
checked Copies of any Other Documents (or, if illegible, summaries of such documents) listed in the
schedule of exceptions (Exceptions). Even if the box is not checked, Seller shall have the obligation to
furnish these documents pursuant to this subsection if requested by Buyer any time on or before the
Document Request Deadline (§ 2c). This requirement shall pertain only to documents as shown of
record in the office of the clerk and rccorder(s). The abstract or title insurance commitment, together with
any copies or summaries of such documents furnished pursuant to this Section, constitute the title
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documents (Title Documents).
7. Tf'PLE.
a.Title Review. Buyer shall have the right o iu Port the Condition. shown by ri he Title Documents
of unmerchantability of title or of any other unsatisfactory
shall be signed by or on behalf of Buyer and given t e of a °T°le before Title Docurnen() or endorsement(,,;) adding
or within five (5) calendar days after receipt by Buy y gayer
new Exccption(s) to the title commitment together with notice by of the date(s) specified above, new
Exceptions) to title. If Seller does not receive Buyer's
accepts the condition of title nab disclosed Publ�e the Title Records, Seller ash all deliver to Buyer, on or before OtT-
b. Matters not Shown y s to Seller's possession pertaining
Record Matters Deadline (§ 2c) true copies of all leases) and survey( ) Show
to the Property and shall disclose to Buyer all ease Buyerlshall have the righttotin pecttthe Property to
public records of which Seller has actual knowledge. y
determine if any third party(ies)has any right in the Property not shown by the public records (such as an
unrecorded easement, unrecorded lease, or boundary aed line by suchrinspeci?on shall be signed by or or on
unsatisfactory condition(s) disclosed by Seller e 2c If
behalf of Buyer and given to�Sellex on or before tOBuyer off-Record de Matters tle Object to such aghts,(z any, of
Seller does not receive Buyers notice by said
third parties of which Buyer has actual knowledge. CT TO
C, special Taxing Districts. SPEC;<NE TAXING ISIPA.IID BY REVENUESPR ODU ED
GENERAL OBLIGATION INDEBTEDNESS TA T
FROM ANNUAL TAX LEVIES ON THE TAXABLY BE PROPERTY WITHIN PLACED T RISK SFOR INCREASED
PROPERTY OWNERS IN SUCH DISTRICTS MAY
MILL LEVIES AND EXCESSIVE r BURDENS TO SUPPORT
N THE NABIILITYNO OF SUC CA
DEBT WHERE CIRCUMSTANCES ARISE RE IN
DISTRICT TO DISCHARGE SUCH INDEBTEDNESS DEBT NANCNG REQUIREMENTS
MILL LEVIES. BUYER SHOULD NVESTIGA
OF THE AUTHORIZED GENERAL O)BLIGAION SERViC$NG SUCH OF NDEBTEDNESS, AND
EXISTING MILL LEVIES OF SUCH DISTRICT
THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
In the event the Property is located within a special eller taxing norrbefore Off-Record Objection
contract as a result, if written notice �s received by
Deadline (§ 2c), this contract shall then terminate. If Seller does not receive Buyer's notice iv such date,
Buyer accepts the effect of the Property s inclusion in such special taxing districts) and waives the right
to so terminate.
d. Right to Cure. if Seller
te cei es n provided of in § era o b above Selier�pally other reasonable effo unsatisfactory
title condition(s) or commitment p
to correct said items and bear any C corrected pe or beforerCloS Closing, th contract acttshall�hen terminate;
unsatisfactory title condition(s) are no
provided, however, Buyer may, by written notice received by Seller, on or before Closing, waive
objection to such items. and
e. Title Advisory. The TitletDocurne herfmatte s notlreflected inithe and use, of the Title Documents may affect
should be reviewed carefully. Additionally,
the title, ownership and use of the P °p including
aims of easements, leases and other unnrecorded
encroachments, area, zoning,unrecorded easements
development and
agreements, and various THE laws a:SURFACE ESTATE regulations 0 MD SEPARATELY FROM THE
environmental matters.
UNDERLYING MINERAL ESTATE, AND TRANS MINERAL RIGHT
THIRD PARTIES
NOT NECESSARILY INCLUDE TRANSFER THER MINERALS, GEOTPIERMAL ENERGY OR
MAY HOLD INTERESTS IN OIL,
WATER ON OR UNDER THE PROPERTY, WINCH INTERESTS MAY GIVE THEM RIGHTS
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TO ENTER AND USE THE PROPERTY. Such matters may be excluded from the title insurance
policy. Buyer is advised to timely consult legal counsel with respect to all such matters as there are strict
time limits provided in this contract (e.g., Title Objection Deadline [§ 2c] and Off-Record Matters
Objection Deadline [§ 2c]).
S. PROPERTY DISCLOSURE AND INSPECTION. On or before Seller's Property Disclosure
Deadline (§ 2c), Seller agrees to provide Buyer with a written disclosure of adverse matters regarding the
Property completed by Seller to the best of Seller's current actual knowledge.
a.Inspection Objection Deadline. Buyer shall have the 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):
(I)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 Inclusions shall be deemed to be satisfactory to Buyer.
b. Resolution Deadline, If a Notice to Correct is received by Seller and if Buyer and Seller have
not 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 of the Notice to Correct.
c. Damage; Liens; Indemnity. Buyer is responsible for payment for all inspections, surveys,
engineering reports or for any other work performed at Buyer's request and shall pay for any damage
which occurs to the Property and Inclusions as a result of such activities. Buyer shall not permit claims or
liens of any kind against the Property for inspections, surveys, engineering reports and for any other work
performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller
harmless from and against any liability, damage, cost or expense incurred by Seller in connection with
any such inspection, claim, or lien. This indemnity includes Seller's right to recover all costs and
expenses incurred by Seller to enforce this subsection, including Seller's reasonable attorney fees. The
provisions of this subsection shall survive the termination of this contract.
9. CLOSING. Delivery of deed(s) from Seller to Buyer shall be at Closing (Closing). Closing shall
be on the date specified as the Closing Date (§ 2c) or by mutual agreement at an earlier date. The hour
and place of Closing shall be as designated by mutual agreement of the parties.
10. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein and
compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good
and su'ff'icient SPECIAL WARRANTY deed to Buyer, at Closing, conveying the Property free and clear
of all taxes except the general taxes for the year of Closing. Except as provided herein, title shall be
conveyed free and clear of all liens, including any governmental liens for special improvements installed
as of the date of Buyer's signature hereon, whether assessed or not._ Title shall be conveyed subject to:
a. those specific Exceptions described by reference to recorded documents as reflected in the Title
Documents accepted by Buyer in accordance with § 8a [Title Review],
b.distribution utility easements,
e. those specifically described rights of third parties not shown by the public records of which Buyer
has actual knowledge and which were accepted by Buyer in accordance with § 8b [Matters Not Shown by
the Public Records], and
d.inclusion of the Property within any special taxing district, and
e, the benefits and burdens of any declaration and party wall agreetneztts, if any, and
f, other
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11. PAYMENT OF ENCUMBRANCES- encumbrance required to be paid shall be paid ENCUMBRANCES- AnY
before Closing from tla,proceeds of this transaction or from any other source
12. CLOSING COSTS; DOCUMENTS AND SEtems required du torbe paid Seller
at Closing, except as
Funds, their respective Closing costs and all other item 4
otherwise provided herein. Buyer and Seller shall sign and complete all custornaxy or reasonably required
documents at or before Closing. Fees for real estate Classing sQ Other all be paid at Closing by FJ Seller One
Halt'by Buyer and One-Half by Seller❑Buy
The local Buyer
transfer tax of _NLA% of the Purchase Price shall actions halCbespa Closing by due by 8
Seller. Any sales and use tax that may accrue because of this trans
Bayer ❑ Seller.
13, pRORATIONS. The following shall be prorated to
Ceal esgtaw ataxes fortthe year of Closing,based
a.Taxes. Personal property taxes, if any, and general
On The Most Recent Mill Levy
®The Taxes for the Calendar Year Preceding Closing❑ its held b
and Most Recent Assessment[ -�
b.Rents. Rents based on U Rents AaSls�' Ball leases to Buyer and Buyer shall assume such
Seller shall be credited to Buyer. Seller shall g
leases.
c. Other Prorations. Water, sewer charge and iwi ting these proration sha] be final.
and _.
d.Final Settlement. Unless otherwise agreed
14. POSSESSION. Possession of the Property shall lease(s)dldelivered r tenBnry(s} possess NONE e and
Possession Time (§ 2c), subject to the following
If Seller, after Closing, fails to deliver possession as ecified, Seerledraf omethebposses ion tDate (�
shall be additionally liable to Buyer for payment of
-0- p Y
20)until possession is delivered.
15. NOT ASSIGNABLE. This contract Shari #9 of be thesAddendum BExcept,asl sot restricted, this
written consent except as provided in paragrap ersornal re resentatives, successors
contract shall inure to the benefit of and be binding upon the heirs, p P
and assigns of the parties.
16. CONDITION OF, AND DAMAGE TOIncPi opEorTl othA AND INCLUSIONS.delee in the condition
otherwise provided in this contract, the Property,
existing as of the date of this contract,ordinary Pro and tear excepted. other
a.Casualty; Insurance. In the event the
ot more t or Inclujions han ten percent the total to al Purchase Price,rSeller
casualty prior to Closing, in an amount of n
shall a obligated to repair the e damages exceed such sum,his contract may be terminated at the option
repaired within said time or if the damages out thiss
of Buyer by delivering to Seller written notice of
d to mu credit, at Closing, for all the insurance proceeds
contract despite such damage, Buyer shall be
resulting from such damage to the Properly deductible provided for inlsuch Seller
policytls such credit
association, if any, plus the amount of any p
not to exceed the total Purchase Price,
b.Damage; Inclusions; Services. Should any Inclusions) or service(s) (including systems an
components of the Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of this
contract and Closing or possession, whichever shall a unit of srimilar size, age alnd Quality, or anhequivalent
replacement of such Inelusion(s) or service(s) service(s) or
credit, but only to the extent that the maintenance or reptacemen}e s anyhnsurpxiee p oceeds received
fixtures) is not the responsibility of the owners' association, if any,
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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, if any.
c. Walk-Through; 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.
17. RECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Buyer
and Seller acknowledge that the Selling Company or the Listing Company has advised that this document
has important legal consequences and has recommended the examination of title and consultation with
legal and tax or other counsel before signing this contract.
18. TIME OF ESSENCE AND REMEDIES. Time is of the essence hereof. If any note or check
received as Earnest Money hereunder or any other payment due hereunder is not paid, lionored or
tendered when due, or if any other obligation hereunder is not performed or waived as herein provided,
there shall be the following remedies:
a. If Buyer is in Default:
❑ (1) Specific Performance. Seller may elect to treat this contract as canceled, in which case all
payments and things of value received hereunder shall be forfeited and retained on behalf of Seller, and
Seller may recover such damages as may be proper, or Seiler may elect to treat this contract as being in
full force and effect and Seller shall have the right to specific performance or damages, or both.
® (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited
by Buyer and retained on behalf of Seller and both parties shall thereafter be released 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 Buyer's failure to
perform the obligations of this contract. Seller expressly waives the remedies of specific performance and
additional damages.
b. If Seller is in Default: Buyer may elect to treat this contract as canceled, in which case all
payments and things of value received hereunder shall be returned and Buyer may recover such damages
as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall
have the right to specific performance or damages, or both.
c. Costs and Expenses. In the event of any arbitration or litigation relating to this contract, the
arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney
fees.
19. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and
Seller agree that, in the event of any controversy regarding the Earnest Money and things of value held by
broker or Closing Company (unless mutual written instructions are received by the holder of the Earnest
Money and things of value), broker or Closing Company shall not be required to take any action but may
await any proceeding, or at broker's or Closing Company's option and sole discretion, may interplead all
parties and deposit any moneys or things of value into a court of competent jurisdiction and shall recover
court costs and reasonable attorney fees.
20. -TERMINATION. In the event this contract is terminated, all payments and things of value
received hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject
to §§ 10c, 21 and 22.
21. ADDITIONAL PROVISIONS. (The language of these additional provisions has not been approved
by the Colorado Real Estate Commission.)
SEE ADDENDUM N0. l.,ATTACHED HERETO,
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22. ENTIRE AGREEMENT; SUa13SEQUENT ting MODIFICATION;
to he subject here f,Rand vany This contract s
constitutes the entire contract between the parties rela
pertaining thereto, whether oral or written, have been merged all b valid, binding upoln the parties oor
perta g
subsequent modification in any of the terms of this contract
etti
forceable unless made in writing and signed by the pa,OSSn Any e the same.ontract which, by its
terms, is intended to be performed after termination or g
FACSIMIEE. Signatures Z May ❑ May Not be evidenced by facsunue. Documents with
23. at Closing, or earlier upon request of any party
original signatures shall be provided to the other party g' notice to'Buyer shall
any
24. NOTICE.
or by Selling Company and any notice to Seller shall be effective
be effective when received by Buyer
when received by Seller or Listing Company.
25.
NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire, unless accepted
in writing, by Buyer and Seiler, as evidenced by their signatures below, ftd-�' . Of
laefie ted this document shall become a contract between hclltnha�c3ecuted apcopy
n Tf accep ,
this document may be executed by each party, separately, and when let p y
thereof, such copies taken together shall be deemed to be a full and complete contract between the parties.
uyer
uyer Date of Buyer's Signature:
Date of Buyer's Signature:
Buyer's Address:
Buyer's Telephone No:
Buyer's Fax No:
Recomending Buyers Approval (see Addendum paragraph 6):
Dale Will,Director,Open Space and Trails
[NOTE: If this offer is being countered or rejected, do not sign this document. ter-to --
4Datef . Kephart
? Seller
i s ut i Date of Seller's Signature:
ler's Signat ure: 5/31/2007
Seller's Address: 1001 E. Bayaud Avenue, Apt. 303,Denver, CO 80209
Seller's Telephone No: (303)778-9162
Seller's Fax No- (303)778-0832
26.
COUNTER; REJECTtIONn ❑ tered o r❑ejeRctedcvffelr
initials only of party (B Y r Seller) who co n
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END OF CONTRACT----ADDEND'IMNO. 1, FOLLOWS 'HIS PAGE
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ADDENDUM NO. 1 SF-LL REAL
TO VACANT LANT)/FARM AND RANCH CONTRACT TO BUY F AND AN COUNTY,
ESTATE BETWEEN BOARbR AND MAitJORMIKEPHARDT AS SELLER,
COLORADO AS BU
DATED JUNE 1,2007
This Addendum is made a part of that certain Contract to-Buy and f eloRintal Estate iss Doors
Land) dated February 15, 2005 ("Contract") between Pitkin )Wi�hB°Spe of
property known as the
as buyer ("Buyer") and Marjory L. Kephart as seller ("Seller"),
Last Chance Mining Claim, USMS #6936, Patent No. 26326, 4.02 acres, more or less, in the
flict or
County f pitkin ("Property"). In the event of any con Shall govern and control visions of
y
this Addendum and the Contract,the provisions of this Addendum
1. IMPROVEMENT SURVEY. On or before the Off-Record Matt e
ers P op Deadline, Seller h shall
deliver to Buyer, at Seller's expense, a current Improvement er and the Title Company, depicting
licensed Colorado surveyor for the express benefit of Seller, Buy parking areas, walls,
all property corners, improvements, easements utility lines and d utility, installations, and restrictions of
fences, encroachments on or off the, to
record. The improvement Survey shall be in form d o content delete sfromrSehedule B (Section 2) Of itcyto
issue an endorsement to its title commitment agree g the
be-issued tide policy standard printed exception Nos. h 2, and Buyer's to no t constitute,l defects event the
Improvement Survey discloses matters which in the y p
merchantability of Seller's title, Buyer must give Seller written notice of such unsatisfactory title Seller in a
conditions)no later than the Title Objection Deadline. oBuyer ct fact gives such
thereto.olf no such Holt e
timely manner, the provisions of Paragraph 7d) of the C
is timely given, buyer shall be deemed to have waived any objections to matters shown on the
Improvement Survey.
2. STANDARD SCHEDULE B-2 EXCEPTION . 1 Seller
Schedule B 2t of the BTitle insurance
expense an endorsement to delete standard exceptions
Commitment.
3. COUNTY APPROVAL.Notwithstanding the signature dhereto ytht Oconditioned tuponr,the
behalf of Buyer, the obligation of Buyer to perform hereunder
adoption by Buyer of an ordinance authorizing the sale he property with'nnforty-fivea(45} days
Contract. In the event such ordinance is not duly adopted y Y
ree, either
following the date of this Contract or any extension thereof as the pa tits may,in riting, Buyer shall
Seller or Buyer may, upon writtezi notice to the other,
is timely
be entitled to a prompt return of all Earnest Money e paid.
c le this Contract byhthedsignat re of the
adopted. Buyer shall, at the request of Seller, re
Chairman or Vice-Chairman of the Pitkin County Board of County Commissioners.
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4. ADDITIONAL DOCUMENTS. At Closing, Seller shall execute and deliver such documents
as shall be necessary to transfer and convey the Property to Buyer, free and dear of all liens and
encumbrances, all right, title and interest of Seller.
5. REAL ESTATE ROKERAGE. Each of Seller and Buyer represent and warrant that said party
has dealt with no other brokers or salespersons in connection with this transaction and each party
agrees that in the event of any claim by any broker or salesperson who may have rendered services in
connection with this transaction at the request of such party or with the knowledge or consent of such
party, then such party shall defend, hold harmless and indemnify the other party against such claims
and all costs and expenses (Including reasonable attorneys' fees and court costs), liabilities and
judgments resulting therefrom,
6. INTEREST ON EARNEST MONEY. Any and all monies paid by Buyer prior to closing shall
be placed in an insured, interest bearing money market-type account with a local commercial bank
with all interest thereon to accrue for the benefit of Buyer. Whether or not Buyer shall ever be in
default under this Contract resulting in a forfeiture of its earnest money, Buyer shall nevertheless be
entitled to retain, as its sole and separate property, all interest earned on said earnest money.
7. NOTICES. Any notice, demand or document which either party is required or may desire to
give, deliver or make to the other party shall be in writing and shall be personally delivered or given
by facsimile transmission or given by United States certified mail, return receipt requested, addressed
as follows:
To Buyer: Pitkin County, Colorado
530 East Main Street, 3rd Floor
Aspen, CO 81611
Facsimile No.: (970)920-5198
With copy to: John Ely, County Attorney
Pitkin County, Colorado
530 East Main Street
Aspen, CO 81611
Facsimile No.: (970)920-5198
T
o Seller: M, r'o L. Keph t
Fa simile No.: (303) 778-0832
With copy to: David P. Hutchinson, Attorney
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Any notice, demand or document so given, delivered or made by United States mail shall be
Y
deemed to have been given three (3) days after the same is deposited in the United States mail as
' ed matter, addressed as above with postage thereon tills prepaid.t d ot'Gebbyf persor�a�
certified given up
on receipt of a confirmation y
transmission shall be deemed p
delivery shall be deemed given when received.
g. MISCF_L_LANECUS.
(aSaturday- Sunda or Holida if anytime period referred to in this Contract
tended ldo the
on a
Sail—day, Sunday or legal holiday, such time period shall automatically
first regular business day thereafter.
b) Copt__r411in- Law• This Contract shall be construed is agree nd intend that gtheeproop by
and
{ laws of the State of Colorado. The parties hereto gr to
exclusive forum for any litigation of any disputes or conuoveColoradon For upurposes]of any
this Contract shall be the District Court for Pitkin County,
litigation, the parties consent to the chosen forum for purposes of jurisdiction and venue.
c Caunter arts. This Contract (or any amendments, modifications or extensions shall constitute er an
b) executed in several counterparts and, after execution and as executed,
agreement binding on all of the parties, notwithstanding that all of the parties are not
signatories to the original or the same counterpart..
(d) Further Assurances. Each of the parties agree o execute filed and lred orded isuchffur, 1 edi•
record, or cause to be executed, acknowledged, delivered,
instruments and documents and such certificates, ut
and to n�e intentions tlis Contract and the
party may reasonably require in order to carry
transaction contemplated hereby.
(e) Survival. All of the warranties and representatc`ual closing of in this the transaction o contemplated
nature or intended to survive shall survive the a g
thereby.
(f) Construction. No provision of this Contract shall be construed against or interpreted to the
disadvantage of any party by reason of such party having or being deemed to h that the party
drafted, required or structured such provision. It is the inter the parties
who employed the scrivener to prepare this Contract artnby t 6 virtue of its act or►s neretaining the
nor shall tills Contract be construed against su party
scrivener. Or
(g) Attorne s� Fees, In the event of any action for breach ionf shall award a reasonable Burnt as
otherwise involving this Contract, the court in
attorneys`fees to the party who,in light of the issues litigated and the court's decision on those
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issues, was the prevailing party in the action. If a party voluntarily dismisses an action, a
reasonable sum as attorneys'fees shall be awarded to the other party.
9. ASSIGNMENT Notwithstanding paragraph 15 of the Contract, Buyer and Seller agree that this Agreen
may be assigned to the City of Aspen, in whole or part, to allow the City to contribute a portion of the
( purchase price and to acquire a joint or other interest in the Property.
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