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HomeMy WebLinkAboutresolution.council.057-07 ''"''''''-'''~~'~.'--~ ... RESOLUTION NO. ~ 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 CERTAIN REAL ESTATE INTERESTS ON SMUGGLER MOUNTAIN, BETWEEN THE CITY OF ASPEN, PITKIN COUNTY BOARD OF COUNTY COMMISSIONERS, AND THE ESTATE OF WILK WILKINSON, 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 Wilkinson Estate Parcels, Pitkin County, Colorado, between the City of Aspen, Pitkin County Board of County Commissioners, and the Estate of Wilk Wilkinson, 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 Smuggler Mountain Wilkinson Estate Parcels, between the City of Aspen, Pitkin County Board of County Commissioners, and the Estate of Wilk Wilkinson, a copy of which is annexed hereto and incorporated herein, 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 ;(3 day o~ 2007. /1 / / , -'U1 r;z;;utuer /,;1;7-0"1- 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 Cit Council of the City of Aspen, Colorado, at a meeting held on the day hereinabove stated. ~ C:\Documents and Seuings\brianf.ASPENPITKINILocal Settings\Temporary Internet Fi1es\OLKFA\WilkinsonEstate openspace.doc \ / I , / I \ I , \ 1 { \ 1 .........- \ . \ :;> "1 I /...............~~ '\ 1/ -- ''-..J J\ \ '~--------~"< p-- / \,: 'I \ ~_ I \ \ \ f. \_::-:r;{'( "~ \~f'~". A " /\ "1\ ~\ \., v \ I \ f..' .' ~\' }, ').---1" "> I \ ... '\~'\ ';q' "( : ) \ \ / \ hi \ \ "i'::\, 'J \ t ~ \ \ . { '\ S:U, \ \,:l 1 \ 1\(\\ -. \ I J z "\ \ { U"::::J I (';l I. '\ \ (J) J \. 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Ul )> () .0 c: Ul a: o :::l "U nl n CD Exhibi'l: \ \ I ,~ \ A . _"~'__~_._""_"m~'___ The printed portions of this form, except differentiated additions, have been approved by the Colorado Real Estate Commission. (CBS 3-7-04) TillS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Date: Purchase Price: $ I. AGREEMENT. Buyer agrees to buy, and the undersigned Seller agrees to sell, the Property defined below on the terms and conditions set forth in this contract 2. DEFINED TERMS. a. Buyer. Buyer, BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY. COLORADO and the CITY OF ASPEN. will take title to the real property described below, b. Property. All interest in the following legally described real estate being located in the Roaring Fork Mining District Robert Emmett Mining Claim, V.S.M.S. #6044 an undivided 1/91h interest in plus any and all other interests Rainstorm and Snowstorm Mining Claim, V.S.M.S. #6270 100% of the minerals, mineral rights, tunnel rights, shaft and shaft rights. Rainstorm #2 Mining Claim V.S.M.S.# 6318 100% of the minerals, mineral rights. tunnel rights, shaft and shaft rights, beginning at 500 ft below the surface Snowstorm #2 (pt of the North Yi) Mining Claim V.S.M.S. #6318 100% of the minerals, mineral rights, tunnel rights, shaft and shaft rights, beginning at 500 ft below the surface Ute Mining Claim, V.S_M.S. #5847 5196lh interest of all surface. mineral rights, tunnel rights, shaft and shaft rights Iron Mining Claim V.S.M.S. # 5847 5196th interest of all surface, mineral rights, tunnel rights, shaft and shaft rights Merimac Mining Claim, U.S.M.S. #4327 Jll2th interest of all surface, mineral rights, tunnel rights, shaft and shaft rights Merimac Consolidate Mining Claim V.S.M.S. #4515 l/J2th interest of all surface, mineral rights, tunnel rights, shaft and shaft rights Alma M Mining Claim V.S.M,S.#3944 Y2 interest in all of the minerals, mineral rights, tunnel rights, shaft and shaft rights, beginning at 500 feet below the surface Arkansas (N) Mining Claim V.S.M.S. #8394 Yz interest in all of the minerals, mineral rights, tunnel rights. shaft and shaft rights., beginning at 500 feet below the surface Last Chance Mining Claim U.S.M.S. #6926 ~ 100% of the minerals, mineral rights, tunnel rights, shaft and shaft rights, beginning at 500 ft below the surface Alpine Mining Claim U.S.M.S. #6642 Y2 interest of the minerals, mineral rights, tunnel rights, shaft and shaft rights, beginning at 500 ft below the surface Bushwacker Mining Claim V.8.M.S. #6842 Y2 interest of the minerals, mineral rights, tunnel rights, CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page I of Initials Exhibit: B 22 23 925 925 Acceptance Deadline Date Acceptance Deadline Time June 14, 2007 5:00 P.M. MST d. Attachments. The following are a part of this contract: Exhibit A Legal Description Exhibit B Addendum e. Applicability of Terms. A check or similar mark in a box means that such provision is applicable. The abbreviation "N/A" means not applicable. The abbreviation uMEC" (mutual execution of this contract) means the late~t date upon which both parties have signed ,this contract. 3. INCLUSIONS AND EXCLUSIONS. The Purchase Price inciudes the foHowing 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 N/A b. Exclusions. The following attached fixtures are excluded from this sale: N/A c. Transfer of Real Property. The inclusions are to be conveyed at Closing shall be conveyed, by Seller, free and clear of all taxes, liens and encumbrances. except as provided in ~ 12. Conveyance shall be by bill of sale or other applicable legal instrument(s). Any water rights shall be conveyed by Quit Claim deed or other applicable legal instrument(s). d. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows: N/A e. W 8ter Rights. The following legally described water rights: All appurtenant water rights associated with the subject property. g. Growing Crops. With respect to growing crops, Seller and Buyer agree as follows: N/A 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U. S. Dollars by Buyer as follows: Item No. Reference Item Purchase Price Ernest Money New First Loan New Second Loan Assumption Balance Seller or Private Financing 1 2 3 4 5 6 7 8 9 ~ 4b Cash at Closin $450,000.00 10 TOTAL $ 500,00.00 $500.000.00 Note: If there is an inconsistency between the Purchase Price on the first page and this 9 4, the amount in 9 4 shall control a. Earnest Money. The Earnest Money set forth in this section, in the form of is part payment of the Purchase Price and shall be payable to and held by Stewart Title, in its trust account, on behalf of both Seller and Buyer. The Earnest Money deposit shall be tendered with this contract unless the parties mutually agree and set forth a different deadline in writing for its payment. The parties authorize delivery of the Earnest Money deposit to the closing company, if any, at or before Closing. ln the event Earnest Money Holder has agreed to have interest on earnest money deposits transferred to a fund established for the purpose of providing affordable housing to Colorado residents, Seller and Buyer acknowledge and agree that any interest accruing on the Eamest Money deposited with the Eamest Money Holder in this transaction shall be transferred to such fund. 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 transfers funds, certified check, savings and loan teller's check and cashiers' check (Gnod Funds). 5. EVIDENCE OF TITLE. a. Evidence of Title. On or before Title Deadline (9 2c), Seller shall cause to be furnished to Buyer, at Seller's expense, a current commitment for owner's title insurance policy (Title Commitment) in an amount equal to the Purchase Price, or if this box is checked, D An ~4 ~ 4a CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 3 of Initials Buyer may, by written notice received by Seller on or before Closing, waive objection to such items. f. Title Advisory. The Title Documents affect the title, ownership and use of the Property and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents may affect the title, ownership and use of the Property, including without limitation boundary lines and encroachments, area, zoning, unrecorded easements and claims of easements, leases and other unrecorded agreements, and various laws and governmental regulations concerning land use, development and environmental matters. The surface estate may be owned separately from the underlying mineral estate, and transfer of the surface estate does not necessarily include transfer of the mineral rights. Third parties may hold interests in oil, gas. other minerals, geothermal energy or water on or under the Property, which interests may give them rights 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 [g 2c] and Off-Record Matters Objection Deadline [g 2c]). 7. LEAD-BASED PAINT. Unless exempt, if the improvements on the Property include one or more residential dwellings for which a building pennit was issued prior to January I, 1978, this contract shall be void unless a completed Lead-Based Paint Disclosure (Sales) fom is signed by Seller and the required real estate licensees, which must occur prior to the parties signing this contract. 8. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER DISCLOSURE. On or before Seller's Property Disclosure Deadline (~ 2c), Seller agrees to provide Buyer with a Seller's Property Disclosure (Vacant Land) fonn 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 su~jective discretion. Buyer shall, on or before Inspection Objection Deadline (~2c): (1) notify Seller in writing that this contract is teminated. 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 (g 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 tenninate one calendar day following the Resolution Deadline (~ 2c), unless before such tennination Seller receives Buyer's written withdrawal of the Notice to Correct. c. Insurability. This contract is conditioned upon Buyer's satisfaction, in Buyer's subjective discretion, with the availability, terms, conditions and premium for property insurance. This contract shall terminate upon Seller's receipt, on or before Property Insurance Objedion Deadline (~2c) of Buyer's written notice that such insurance was not satisfactory to Buyer. If said notice is not timely received, Buyer shall have waived any right to terminate under this provision. d. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspections, surveys, engineering reports or for any other work performed at Buyer1s 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 hannless 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 and legal fees. The provisions of this subsection shall survive the termination of this contract. 9. CWSING. Delivery of deed from Selier to Buyer shali be at closing (Closing). Closing shali be on the date specified as Closing Date (~ 2c) or by mutual agreement at an earlier date. The hour and place of Closing shall be as designated by 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 sufficient 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 govemmentalliens 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 ~ 6a (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 ~ 6b (Matters not Shown by the Public Records) and ~ 6c (Survey Review), d. inclusion of the Property within any special taxing district, e. the benefits and burdens of any declaration and party wall agreements, if any, and CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 5 of Initials a. If Buyer is in Default: o (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 Seller 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. 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 cj 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 and legal fees. 19. 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 process in which the parties meet with an impartial 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 tenninate in the event the entire dispute is not 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. This section shall not alter any date in this contract. unless otherwise agreed. 20. EARNEST MONEY DISPUTE. In the event of any controversy regarding the Earnest Money and things of value (notwithstanding any termination 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 court of competent jurisdiction and shall recover court costs and reasonable attorney and legal fees, 21. 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 ~~ 8d, 19 and 20. 22. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved by the Colorado Real Estate Commission,) 23. 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 terms 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 terms, is intended to be performed after termination or Closing shall survive the same. 24. NOTICE, PELIVERY AND CHOICE OF LAW. a. Physical Delivery. Except for the notice requesting mediation described in ~ 19, and except as provided in ~ 24b below, all notices must be in writing. Any notice to Buyer shall be effective when received by Buyer or by Selling Brokerage Finn, and any notice to Seller shall be effective when received by Seller or Listing Brokerage Firm. b. Electronic Delivery. As an alternative to physical delivery, any signed document and written notice may be delivered in electronic form by the following indicated methods only: 0 Facsimile 0 Eamail 0 None. Documents with original signatures shall be provided upon request of any party, c. Choice of Law. This contract and all disputes arising hereunder shall be governed by and construed in accordance with the laws of the State of Colorado that would be applicable to Colorado residents who sign a contract in this state for property located in Colorado. 25. 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 pursuant to ~ 24 on or before Acceptance Deadline Date (~2c) and Acceptance Deadline Time (9 2c). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. Date: Date: CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 7 of Initials EXHIBIT "B" ADDENDUM This Addendum is made a part of that certain Contract to Buy and Sell Real Estate (Vacant Land) dated ("Contract") between . as buyer ("Buyer") and as seller ("Seller"), with respect to property known , ("Property"). In the event of any conflict or inconsistency between the provisions of this Addendum and the Contract, the provisions of this Addendum shall govern and control. I. Countv Annroval. Notwithstanding the signature hereto by the County Manager on behalf of Seller, the obligation of Seller to perfonn hereunder is expressly conditioned upon the adoption by Seller of an ordinance authorizing the sale of the Property to Buyer pursuant to this Contract. In the event such ordinance is not duly adopted by Seller within sixty (60) days following the date of this Contract or any extension thereof as the parties may, in writing, agree, either Seller or Buyer may, upon written notice to the other, tenninate this Contract whereupon Buyer shall be entitled to a prompt return of all Earnest Money paid. In the event such ordinance is timely adopted. Seller shall, at the request of Buyer, re-execute this Contract by the signature of the Chairman or Vice-Chairman of the Pitkin County Board of County Commissioners. Reference is made to certain of the Dates and Deadlines appearing in Paragraph 2c. of the Contract as Item Nos. 9, 11, 12, 13 and 14, which Dates and Deadlines shall commence to run from the effective date of the ordinance as follows: (a) The Date or Deadlines for Item Nos. 9, 11 and 13 shall be twenty (20) days following the effective date of the ordinance. (b) The Date or Deadlines for Item Nos. 12 and 14 shall be thirty (30) days following the effective date of the ordinance. 2. Standard Schedule B-2 Excentions. Seller shall furnish to Buyer at his sole expense, an endorsement to delete standard exceptions 1-6 on Schedule B-2 of the Title Insurance Commitment. ONLY IF NOT IN CONTRACT 6(a) 3. Additional Documents. At Closing, Seller shall execute and deliver such documents as shall be necessary to transfer and convey to Buyer, free and dear of all liens and encumbrances, all right, title and interest of Seller in and to the following: 4. Brokerage. 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. 5. Interest on Earnest Monev. 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. 6. 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: CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 9 of Initials (d) Further Assurances. Each of the parties agree to execute, acknowledge, deliver, file and record, or cause to be executed, acknowledged, delivered, filed and recorded such further instruments and documents and such certificates, and to do all things and acts as the other party may reasonably require in order to carry out the intentions of this Contract and the transaction contemplated hereby. (e) Survival. All of the warranties and representations contained in this Contract of an ongoing nature or intended to survive shall survive the actual closing of the transaction contemplated thereby. (I) 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 have reqnested, drafted, required or structured such provision, It is the intention of the parties that the party who employed the scrivener to prepare this Contract not be prejudiced by virtue of such act, nor shall tilts Contract be construed against such party by virtue of its actions in retaining the scrivener. (g) Attornevs' Fees. In the event of any action for breach of, to enforce the provisions of, or otherwise involving this Contract, the court in such action shall award a reasonable snm as attorneys' fees to the party who, in light of the issues litigated and the court's decision on those 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. CBS 3-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (VACANT LAND - FARM - RANCH) Page 11 of Initials