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HomeMy WebLinkAboutC12-342 River Ranch Agreement Y AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND RIVER RANCH, LLC THIS AGREEMENT is entered into and effective as of the 9th day of October, 2012 between Eagle County, Colorado ( "County ") and River Ranch, LLC a Colorado limited liability company ( "River Ranch "). RECITALS WHEREAS, River Ranch has entered into a contract for sale of conservation easement with The Conservation Fund, a Maryland non -profit corporation dated effective March 16, 2012, together with the extension letter dated August 9, 2012 and extension letter dated August 29, 2012 and extension letter dated September 20, 2012 (collective, the "Contract "), pursuant to which the end of inspection period and closing date are October 9, 2012; and WHEREAS, as part of the Contract, County is to receive a perpetual access easement for use by the public to access the Colorado River; and WHEREAS, County and River Ranch have learned that approval of the public access under the Union Pacific Railroad Company right -of -way ( "railroad ") is needed from the Colorado Public Utilities Commission ( "PUC ") which requires an extension of the closing date under the Contract; and WHEREAS, River Ranch has agreed to amend the Contract to reflect an extension of the closing date with The Conservation Fund for a period not to exceed ninety days, to allow the PUC to consider public access under the railroad with the understanding that County will pay a portion of River Ranch's interest and carrying costs associated with extending the closing date. AGREEMENT NOW THEREFORE, for good and valuable consideration the parties agree as follows: 1. River Ranch agrees to timely enter into an amendment to the Contract to extend the closing date under the Contract to a date that is ten (10) days after approval from the PUC for the public access under the railroad but in no event later than December 27, 2012. 2. River Ranch agrees to cooperate and coordinate with the County in filing and taking necessary steps to obtain approval from the PUC for the public access. t 3. County shall pay ten thousand dollars ($10,000) to River Ranch within five (5) days of executing this Agreement. Such payment is to compensate River Ranch for a portion of its interest and carrying costs for October, 2012. 4. On the first day of November, 2012 County shall deposit ten thousand dollars ($10,000) with Title Company of the Rockies to be held in escrow and prorated daily to the date of closing. In the event the closing does not occur in November, 2012 then the November payment of ten thousand dollars ($10,000) may be released by Title Company of the Rockies to River Ranch on December 1, 2012. 5. In the event closing has not occurred by December 1, 2012 then County shall deposit ten thousand dollars ($10,000) with Title Company of the Rockies on December 1, 2012 to be held in escrow and prorated daily to the date of closing. 6. Any portion of the deposit remaining after proration to the date of closing shall be returned to County at closing. Nothing herein shall require County to pay any amount beyond the three monthly payments of ten thousand dollars ($10,000) for the extension contemplated herein and shall not affect the purchase price or terms of the Contract between River Ranch and The Conservation Fund. 7. Provided that River Ranch is in compliance with the terms of this Agreement and the Contract, in the event the closing under the Contract does not occur, and the Contract is terminated by The Conservation Fund, then the $30,000 shall be released to River Ranch. 8. This Agreement may be executed in counterparts which when taken together shall constitute the entire agreement of the parties. [Rest of Page Intentionally Left Blank] t 4w IN WITNESS WHEREOF the parties have executed this Agreement to be effective as of the date above written. COUNTY OF EAGLE, STAT , OF COLORADO By and throu 'ts : • - d o /' • Commissioners By:� Peter F. Runyon, Chai A ATTEST: K \ �Lt... � �Art wd * Teak Simonton, • erk to the Boa RIVER RANCH, LLC a Colorado limited li c an ' I By: J � ' ..., John Lichtenegger