HomeMy WebLinkAbout2012-22 Approving Purchase and Sale Agreement for Real Property At 75 S. Frontage RdRESOLUTION NO. 22
Series of 2012
A RESOLUTION APPROVING A PURCHASE AND SALE AGREEMENT FOR A PORTION OF
THE REAL PROPERTY LOCATED AT 75 SOUTH FRONTAGE ROAD, VAIL, COLORADO.
WHEREAS, the Town of Vail (the "Town"), in the County of Eagle and State of Colorado is
a home rule municipal corporation duly organized and existing under the laws of the State of
Colorado and the Town Charter (the "Charter");
WHEREAS, the members of the Town Council of the Town (the "Council") have been duly
elected and qualified;
WHEREAS, the Council previously approved by ordinance the sale of a portion of the real
property located at 75 South Frontage Road, Vail, Colorado for $5 million, subject to the
negotiation and execution of a mutually acceptable purchase and sale agreement between the
Town and the purchaser (Vail MOB, LLC); and
WHEREAS, the Town and Vail MOB, LLC have negotiated the attached Purchase and Sale
Agreement, and the Town Council wishes to approve that Purchase and Sale Agreement by this
Resolution.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO THAT:
The Purchase and Sale Agreement attached hereto as Exhibit A and incorporated
herein by this reference is hereby approved, and the Town Manager is authorized to
execute such Purchase and Sale Agreement on behalf of the Town.
INTRODUCED, PASSED AND ADOPTED AT A REGULAR MEETING OF THE TOWN
COUNCIL OF THE TOWN OF VAIL HELD THIS 1ST DAY OF MAY 2012.
rew P. Daly,
Mayor of the Town of Vail, Colorado
,,
�,�.
�/��l !' ,.���
: .. . . .
� r
Resolution No. 22, Series of 2012
�OF .V;9��
�� i
• •
•
i ['�� •
� _ •
� �� •
• �
� ••••���������•AV.
PURCHASE AND SALE AGREEMENT
(75 South Frontage Road, Vail, Colorado)
THIS PURCHASE AND SALE AGREEMENT (the "Contract"), dated as of the last date
of the signatures of the parties set forth below (the "Effective Date"), is by and between THE
TOWN OF VAIL, a Colorado home rule municipality ("Seller"), and VAIL MOB, LLC, a
Colorado limited liability company ("Parchaser").
RECITALS
A. Seller owns certain real property of approximately fifty-seven one hundredths
(0.5'n acres more or less, situate, lying and being in the Town of Vail, Eagle County, State of
Colorado, currently known as 75 South Frontage Road, Vail, Colorado (the "Pazcel") and more
particulazly described in Exhibit A attached hereto;
B. Seller desires to redevelop the adjoining parcel (the "Municipal Center Pazcel") in
preparation for the construction of a new municipal building, and has agreed with the Vail
Clinic, Inc., d/b/a Vail Valley Medical Center ("VVMC"), The Steadman Clinic, Professional
LLC ("SC"), Triumph Vail MOB, LLC, a Delaware limited tiability company ("Developer") and
Purchaser to cooperate in, and to share certain costs of, a project (the "Project") benefiting both
the Municipal Center Parcel and the Pazcel, and the preparation by Developer of a building pad
site on the Municipal Center Parcel;
C. VVMC, SC, Developer and Purchaser propose to construct on the Parcel a
medical office building of approximately 56,000 gross square feet (the "MOB"), with a sky
bridge connecting the MOB to the Vail Valley Medical Center, and with underground parking
for use by both the MOB and the new municipal building to be located on the Municipal Center
Parcel, comprising not less than two hundred (200) surface and underground parking spaces, or
such greater number of pazking spaces as may be required by zoning requirements (the "Intended
Use"); and
D. To allow for the Project, Seller desires to sell the Parcel to Purchaser, and
Purchaser desires to purchase the Parcel from Seller, in accordance with the terms and conditions
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreement herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Contract of Purchase aad Sale.
a. Seller hereby agrees to sell and convey to Purchaser fee simple tit(e to the Parcel,
together with all buildings, fixtures and improvements located thereon all benefits,
privileges, tenements, hereditaments, rights and appurtenances thereto in anywise
belonging to Seller, including, but not limited to, all permits, authorizations,
governmental entitlements, licenses, approvals and easements which benefit the Pazcel,
all right, title and interest of Seller, if any, in and to all strips or gores of land, if any,
az�✓zoiz
Q: I USERS1 VAILIMOBI PSA-FlNAL. DOC
between the real properry and abutting properties, all right, title and interest of Seller, if
any, in and to any and all oil, gas and minerals lying under, in, on or about or consrituting
a part of the real property, regardless of whether or not the minerals are considered part
of the surface estate or part of the mineral estate, and all water, sewer and other utility
capacity commitments and/or credits which pertain to or inure to the benefit of such real
properiy (the foregoing is collectively referred to herein as the "Properiy"), and Purchaser
agrees to purchase the Property at the Purchase Price and upon the terms set forth herein.
b. Seller and Purchaser acknowledge that the Property is being sold "as is", and
other than the representations and warranties set forth in Section 5 hereof, Seller makes
no warranties as to the condition of the Property or its suitability for the uses intended by
Purchaser, and it is Purchaser's sole duty to make all of the following inspections,
investigations and tests of the Property:
i. Inspecting, surveying, engineering, structural, mechanical, architectural
and environmental studies, assessments and audits (including a Phase I
Environmental Assessment), soil testing, soil compaction and grading elevations,
testing for the presence of naturally occurring radioactive materials, and otherwise
determining the condition of the Property and prior uses of the Properiy;
ii. Determining that utility services, including, without limitation, water,
storm sewer, sanitary sewer, gas, electricity and telephone are or can be made
available to serve the Intended Use of the Property and that service lines can be
extended to and within the Property;
ii. Evaluating all storm drainage requirements, and, if applicable, any
Environmental Protection Agency or other federal or state health or
environmental requirements or approvals; and
ii. Reviewing the title and status of the Property to determine if title is
merchantable.
2. Purchase Price.
a. The purchase price (the "Purchase Price") for the Property shall be FIVE
MILLION AND NO/100 DOLLARS ($5,000,000.00). The Purchase Price shall be
payable in cash at Closing.
b. At Closing, Seller shall deliver an amount equal to the lesser of FIVE MILLION
DOLLARS AND NO/100 DOLLARS ($5,000,000) or the amount of Seller's pro-rata
share of the actual Project costs as more particularly described in the Development
Management Agreement to be executed between Seller and Developer (the "TOV Project
Costs") in escrow to Title Company, to be held and disbursed strictly in accordance with
the provisions of an escrow agreement to be negotiated between Developer and Purchaser
(the "Escrow Agreement (TOV Project Costs)").
2
4/2Q/2012
Q: I USERSI VA/LIMOBIPSA-Fl� AL.DOC
3. Due DiliQence Information. Title Commitment and Survev.
a. Previously Delivered Title Report and Survey. Purchaser hereby acknowledges
receipt of a title report from Land Title Guarantee Company, dated December 16, 2011
(the "Title Report"). Purchaser hereby additionally acknowledges receipt of an
ALTA/ACSM Land Title Survey of the Property dated December 27, 2011, from Eagle
Valley Surveying, Inc. ("Survey A").
b. Delivery of Documents. No later than five (5) days after the Effective Date,
Seller shall deliver or cause to be delivered to Purchaser, at Seller's sole cost and expense,
any and all documents relating to the Property in Seller's custody and control.
c. Title Commitment. Within ten (10) days following the Effective Date, Seller
shall cause to be delivered to Purchaser: (i) a current ALTA Commitment for Owner's
Policy of Title Insurance (hereinafter referred to as the "Title Commitment") issued by
Land Title Guaranty Company on behalf of an underwriter acceptable to Purchaser (the
"Title Company"), whereby said Title Company commits to issue an Owner's Policy of
Title Insurance ("Owner's Policy") in the amount of the Purchase Price written in
accordance with this Contract; and (ii) copies of all documents shown as exceptions on
the Title Commitment (the "Exception Documents"). The Title Commitment shall
describe the Property; shall list Purchaser as the prospective named insured; shall show as
the policy amount the Purchase Price; shall contain the commitment of the Title
Company to insure Purchaser's fee simple interest in the Property upon the Closing; shall
commit to delete or insure over the so-called "standard exceptions" (at Seller's expense)
which relate to: (i) parties in possession; (ii) unrecorded easements; (iii) survey matters;
(iv) any unrecorded mechanic's liens; (v) gap period (effective date of commitment to
date deed is recorded); and (6) unpaid taxes, assessments and unredeemed tax sales prior
to the year of Closing.
e. Obiections. Purchaser shall have a period of thirty (30) days from receipt of the
last of the Title Commitment and Exception Documents (the "Document Objection
Period") in which to review such items and deIiver to Seller, in writing, such objections
as Purchaser may have to anything contained or set forth therein ("Purchaser's
Objection"). Any items shown on Survey A or the Title Commitment to which Purchaser
does not object during the Document Objection Period shall be deemed to be approved by
Purchaser and shall be referred to as the "Permitted Exceptions" for purposes of this
Contract. Seller shall use its best efforts to remedy or cure Purchaser's objections during
the fifteen (15) day period following Seller's receipt thereof (the "Cure Period") and
provide to Purchaser prior to the close of the Cure Period a written response to
Purchaser's Objection detailing the steps Seller has taken to cure any such objections, if
such objections were cured, or a statement detailing why Seller does not intend to cure
any such objecrions. Purchaser shall have ten (10) days after the expiration of the Cure
Period to either: (i) terminate this Contract by written notice to Seller; or (ii) proceed to
Closing hereunder, with those items that Seller has elected not to cure being deemed
approved by Purchaser and constituting a part of the Permitted Exceptions.
Notwithstanding the foregoing: (a) the standard preprinted exceptions set forth in the
Title Commitment shall not constitute Permitted Exceptions for purposes hereof; (b) al(
4/26/2012
Q:1 USERSI YA/41MOBIPSA-F/J ,1L.DOC
matters reflected on Schedule B-1 of the Title Commitment, liens and items which are
designated by the Title Company as matters to be satisfied prior to Closing shall not
constitute Pernutted Exceptions and shall be discharged and sarisfied by Seller prior to
Closing; and (c) if any exceptions to title aze created after the date hereof by Seller, Seller
shall, if objected to by Purchaser, cause same to be released and discharged, and same
shall not constitute a Permitted Exception for purposes hereof. To the extent Seller has
not complied with its obligations under the preceding sentence as of the Closing,
Purchaser shall be entitled to terminate this Contract.
f. Additional Exceptions. In the event that at any time following delivery of the
Title Commitment or Exceprion Documents, but prior to Closing, any changes (other than
the deletion or elimination of any item as to which Purchaser has made an objection)
shall occur in the Title Commitment or Exception Documents, in addition to other
remedies permitted pursuant to this Contract, Purchaser shall have the right to terminate
this Contract.
g. iJpdated Title Commitment. Thirty (30) days prior to Closing, Seller shall cause
to be delivered to Purchaser an updated Title Commitmeni. The terms and conditions of
Section 3.e above shall apply to Purchaser's review of this updated Title Commitment.
4. Insuection Period. During the term of this Contract, Purchaser shall have the right at
any time to enter onto the Property for any purpose, including conducting such audits,
inspecrions, or investigarions thereon as Purchaser may deem appropriate, in Purchaser's
independent discretion. The cost of the inspections undertaken by Purchaser pursuant to
this Contract shall be borne solely by Purchaser. Seller acknowledges and agrees that, by
reason of the unified development contemplated for the Property and the Municipal
Center Parcel, Purchaser shall also have the right to enter upon, test, study, survey,
inspect, and conduct such engineering, architectural, environmental, soil, economic and
other tests on the Municipal Center Parcel as Purchaser shall deem necessary or desirable.
On or prior to the expiration of one hundred twenty (120) days following the Effective
Date (the period ending on such date being referred to herein as the "Inspection Period"),
Purchaser shall be entitled, for any reason in Purchaser's sole discretion, to submit to
Seller written notice terminating this Contract or, if Purchaser elects, to submit a notice to
correct with a description of those unsatisfactory conditions at the Property which
Purchaser requires Seller to remedy. If Purchaser delivers a notice to correct, Seller shall
have thirty (30) days to submit to Purchaser a response to the notice to correct, informing
Purchaser of Seller's intent to either remedy such conditions or leave such conditions in
place. Purchaser shall have ten (10) days after receipt of Seller's response to either accept
Seller's response and waive any such unsatisfactory conditions that Seller has elected not
to remedy or terminate the Contract. If Purchaser fails in either scenario referenced
above to submit written notice of its intent to terminate in the applicable time period,
Purchaser shall be deemed to have waived its right to terminate the Contract under this
Section 4.
4
ea�✓ZO�2
Q: I USERSI VAILI MOBIPSA-F!� AL.DOC
5. ReuresentaHons and Warranties.
a. Seller represents and warrants to Purchaser as follows as of the date hereof and
shall such representations and warranties shall be deemed remade as of the Closing:
i. Seller has and will convey to Purchaser at Closing, good and marketable
title to the Property, free from all liens and encumbrances, and otherwise subject
only to the Permitted Exceptions.
ii. There will be, as of the Closing no parties in possession of any portion of
the Property as lessees, tenants at sufferance or trespassers.
iii. There is no pending or, to Seller's curtent knowledge, threatened
condemnation or similar proceeding or special assessment (inclusive of
assessments for street widening, repair or improvement) affecting the Properly.
iv. There is no pending or, to Seller's current knowledge, threatened litigation
or administrative proceeding affecting Seller's ability to fulfill its obligations
under this Contract.
v. Seller has not received notice from any govemmental authority that the
Property is currently not in compliance with or is in violation of any applicable
govemmental laws, rules or regulations affecting the Property.
vi. The execution and delivery of, and Seller's performance under, this
Contract are within Seller's powers and have been duly authorized by all requisite
actions. The individual who executes and delivers this Contract and all
documents to be delivered by Seller to Purchaser hereunder is and shall be duly
authorized to do so. This Contract constitutes a binding obligation of Seller
enforceable in accordance with its terms. Seller is duly organized, validly
existing and in good standing under the laws of the state of its origin. Seller is not
prohibited from consummating the transactions contemplated in this Contract by
any law, regulation, agreement, instrument, restriction, order or judgment.
vii. To the best of Seller's knowledge, there are no attachments, executions,
assignments for the benefit of creditors, or voluntary or involuntary proceedings
in bankruptcy or under other debtor relief laws contemplated by, pending, or
threatened against Seller or the Property that would affect Seller's obligarions
under this Contract.
viii. There are not any outstanding contracts or options to purchase the
Property or any portion thereof in favor of any third party.
ix. To the best of Seller's knowtedge, the Property (including land, surface
and subsurface soil, surface water, ground water, and improvements, if any) is
free of any waste, debris, or contaminarion in quantities prohibited by, or that
could require remediation under, any applicable law, statute or regulation and the
4/1Q/10/2
Q:IUSERSIVAlLIMOBIPSA-Fq AL.DOC
Property has not been used for the production, storage or disposal of hazardous
materials or environmental contaminants.
x. To Seller's knowledge, there aze no pending proceedings to change or
down-zone the existing zoning classifications as to any portion of the Property,
and there exists no current threat of the institution or proposed institution of any
such action. The Property is not within a"historic district," and contains no
structures that have been declared "historic structures" under federal or local law.
xi. The Property is adequately served by public or authorized private utility
providers, which furnish gas, electricity, telecommunications, water, sewer and
drainage facilities. Seller has no responsibility for maintenance of off-site lines,
pumps, lift stations, or other facilities.
xii. There are no unpaid bills or claims that may give rise to a lien against the
Property.
b. Purchaser represents and warrants to Seller as follows as of the date hereof and
such representations and warranties shall be deemed remade as of the Closing:
i. The execurion and delivery of, and Purchaser's performance under, this
Contract are within Purchaser's powers and have been duly authorized by all
requisite actions. The individual who executes and delivers this Contract and all
documents to be delivered by Purchaser to Seller hereunder is and shall be duly
authorized to do so. This Contract constitutes a binding obligation of Purchaser
enforceable in accordance with its terms. Purchaser is duly organized, validly
existing and in good standing under the laws of the state of its origin. Purchaser
is not prohibited from consummaring the transactions contemplated in this
Contract by any law, regulation, agreement, instrument, restriction, order or
judgment.
ii. There is no pending or, to Purchaser's knowledge, threatened litigation or
administrative proceeding affecting Purchaser.
iii. There are no attachments, executions, assignments for the benefit of
creditors, or voluntary or involuntary proceedings in bankruptcy or under other
debtor relief laws contemplated by, pending, or threatened against Purchaser.
iv. Purchaser is currently in compliance with, and shall at all times during the
term of this Contract (including any extension thereo� remain in compliance
with, the regularions of the Office of Foreign Assets Control ("OFAC") of the
Department of the Treasury (including those named on OFAC's Specially
Designated Nationals and Blocked Persons List) and any statute, executive order
(including the September 24, Z001, Executive Order Blocking Property and
Pmhibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action relating thereto.
6
4iza��ou
Q: I USERSIYAILIMOBIPSA-F/J AL.DOC
6. Covenants and AQreements.
a. Seller's Covenants.
i. From the Effective Date until Closing, Seller shall not, without Purchaser's
prior written consent: (i) make any changes or alterations to the Parcel that would
a�'ect Seller's obligations under this Contract; or (ii) negotiate, execute or create
any contract or option to purchase, easement, covenant, condition, restriction, lien
or encumbrance with respect to the Property or any portion thereof that would
affect Seller's obligations under this Contract. To the extent that any Offsite
Easements are needed over property owned by Seller, Seller shall grant such
Offsite Easements to Purchaser at Closing.
ii. Seller shall promptly furnish to Purchaser copies of any and all notices
that Seller receives from federal, state or local govemmental authorities having
jurisdiction over the Property.
iii. Seller shall maintain in force a policy or policies of insurance with respect
to the Property in amounts not less than is currently in force.
iv. Seller shall promptly deliver to Purchaser copies of all notices received by
Seller affecting the Property or the transacrions contemplated hereby, including
without limitation, notices of any pending zoning changes or amendments, norices
of violations affecting the Property and notices of pending or threatened
condemnation of the Properiy or any roads adjacent thereto
b. Purchaser's Applications. Purchaser or its authorized agents, contractors,
assignees or designees shall be entitled to contact and make applications to any and all
applicable local, municipal, county, state and federal agencies for any changes,
authorizations and approvals which Purchaser may deem appropriate, in Purchaser's sole
and absolute discretion, in connection with Purchaser's acquisition and development of
the Property for the Intended Use and/or to sarisfy any condirion precedent to Purchaser's
obligations under this Contract. Seller agrees to cooperate with Purchaser in connection
therewith, shall execute and deliver to Purchaser, and if applicable, cause to be recorded
in the official records of the County in which the Parcel is located, within three (3) days
following receipt of a request therefor, such applications, consents and other documents
which may be required in connecrion therewith, and shall support and not oppose
Purchaser in connection with Purchaser's applications and e�'orts to obtain any changes,
authorizations and approvals required to permit Purchaser to develop the Property for the
Intended Use and/or to satisfy any such condition precedent, subject to Section 13(k)
hereof.
7. Auurovals.
a. Aonrovals. During the period ending upon the expiration of one hundred fifty
(150) days after the expiration of the Inspection Period (the period ending upon such
date, as extended, being referred to herein as the "Approval Period"), if Purchaser has not
en�✓zo�a
Q: f USERSI VA/LIMOBIPSA-F// AL.DOC
sooner terminated this Contract, Purchaser shall make application to the applicable
governmental authorities for a change in zoning and any and all approvals, licenses and
permits which are required to permit Purchaser to construct and operate a building on the
Property in accordance with its Intended Use, together with parking, and any other
related amenities in accordance with Purchaser's plans and specifications therefor, as
determined by Purchaser in Purchaser's sole and absolute discretion (collecrively, the
"Approvals"). If Purchaser has not terminated this Contract prior to the expiration of the
Inspection Period, Purchaser shall use good faith efforts to obtain the Approvals.
Purchaser shall be responsible for paying all costs incurred by Purchaser in connecrion
with the Approvals. The Approvals shall not be deemed to be final until such time as the
Approvals have been adopted by all applicable actions of all applicable governmental
authorities subject to no conditions, exceptions or requirements which aze not acceptable
to Purchaser, in Purchaser's sole and absolute discretion, all time periods for appeal shall
have expired and no appeal shall have been noticed or filed in connection therewith (or if
an appeal has been filed, such appeal has been dismissed or resolved in favor of the
Approvals), and the Approvals shall be unappealable (the date on which all of the above
have occurred is referred to herein as the "Approval Date"). If the Approvals are at any
time denied or disapproved, or the Approval Date has not occurred prior to the date of
expiration of the Approval Period, Purchaser shall be entitled to terminate this Contract,
in which event the parties shall have no further obligations hereunder, or Purchaser may
proceed to Closing hereunder.
b. Extension of Auproval Period. If the Approval Date has not occurred at least five
(5) days prior to the expiration of the Approval Period, as extended, Purchaser shall be
entitled to extend the Approval Period for ninety (90) days, upon delivery of an extension
notice to Seller and by depositing FIVE THOUSAND DOLLARS AND NO/100
($5,000.00) as earnest money into an escrow account with the Title Company on or prior
to the then applicable date of expiration of the Approval Period, which amount shall be
non-refundable to Purchaser except in the event of a Seller Default as described herein,
but which shall be credited toward the Purchase Price.
8. Conditions Precedent.
a. The following shall each be conditions precedent to Purchaser's obligation to
purchase the Property. If any one or more of such conditions precedent is not, or in the
reasonable opinion of Purchaser will not be, satisfied at or prior to Closing, in addition to
other remedies available to Purchaser under this Contract, Purchaser shall be entitled to
waive any one or more of such conditions precedent by written norice to Seller, or to
terminate this Contract by written notice to Seller, in which event the parties shall have
no further obligations under this Contract.
i. Purchaser shalt have received all necessary approvals and consents with
respect to Purchaser's plans and specificarions, site plans and related materials,
including engineering plans, plats, final development plans and profiles, and any
off-site infrastructure plans, including, without limitation, plans for any required
tra�c and road improvements, for water and sewer service and storm water
management for the Property, information which are required pursuant to the
8
�n�2oi2
Q: I USERSI V,tlLIMOBIPSA-FI( AL.DOC
provisions of any declaration or restrictions affecting the Property, and permits
identified on the attached Ezhibit B, that aze necessary for Purchaser to be
entitled to proceed with development of the Property (collectively, the "Approved
Plans").
ii. No lawsuit, appeal or other action shall have been fled by any party,
directly or ind'uectly, involving the Property, including without limitation, any
such lawsuit, appeal or other action for the purpose of challenging, contesting or
seeking to prohibit, restrain, enjoin or delay any change in zoning or restrictive
covenants required to permit development of a medical office building on the
Pazcel in accordance with Purchaser's plans, or Purchaser's development of the
Parcel for such purposes.
iii. There shall exist no moratorium or other action or directive by any
govemmental authority which would prohibit, restrain, enjoin or delay Purchaser
from constructing, or delay Purchaser in connection with the construction of, a
medical office building in accordance with Purchaser's plans.
iv. No adverse environmental or geological condition shall exist with respect
to the Properiy.
v. No action shall have been taken by the U.S. Army Corps of Engineers or
other applicable govemmental authority with respect to the Property or any other
property which would have the effect of reclassifying or reconSguring the size or
location of any wetland or flood plain area on the Property.
vi. The Title Company shall have irrevocably committed and agreed to issue
to Purchaser an Owner's Policy, insuring Purchaser's title in and to the Property
free and clear of liens, claims and encumbrances other than the Pernutted
Exceptions.
vii. Subject to the provisions of Section 13.c hereof, each of the
representations and wamanties of Seller contained herein shall be true in all
material respects as if made as of the date of Closing, and Seller shall have
complied with and not be in material breach of any of the covenants contained in
Section 6(a) hereof.
viii. All offsite easements necessary for the development and use of the Parcel,
including, without limitation, access and utility easements for water, sanitary
sewer, stormwater management and drainage (including any such easements as
may be required &om Seller in its capacity as owner of the Municipal Center
Pazcel), and any such access and temporary construction easements on and across
the Property as shall be necessary for construction of the project shall have been
obtained and recorded among the land records.
9
�aa�2ou
Q: I USERSI Vd/LIMOBIPSA-F/� AL.DOC
ix. Developer shall have received an irrevocable commitment from its lender
to fund a construction loan in an amount sufficient to construct the MOB and
pazking facilities on the Parcel and Municipal Center Parcel.
x. Seller, Purchaser and Developer have executed a Reciprocal Easement and
Operating Agreement (the "REA") regarding the redevelopment of the Parcel and
the Municipal Center Parcel, such REA to be recorded against the Pazcel and the
Municipal Center Pazcel. Developer's participation as a parry to the REA shall
automatically terminate upon termination of its leasehold interest in the Pazcel,
following the completion of construction.
b. By Seller. The following shall each be conditions precedent to Seller's obligation
to sell the Property. If any one or more of such conditions precedent is not, or in the
reasonable opinion of Seller will not be, satisfied at or prior to Closing, Seller shall be
enritled to waive any one or more of such conditions precedent by written norice to
Purchaser, or to ternunate this Contract by written notice to Purchaser, in which event the
parties shall have no further obligations under this Contract.
i. Developer shall have received an irrevocable commitment from its lender
to fund a construction loan in an amount sufficient to construct the MOB and
parking facilities on the Parcel and the Municipal Center Parcel.
ii. Developer, on the one hand, and WMC and SC, on the other hand, shall
have executed bona fide purchase and sale agreements for condominium units in
the MOB.
iii. Developer shall have obtained all necessary approvals to obtain building
permits for the MOB.
iv. Seller and Developer shall have executed a Development Management
Agreement.
v. Seller and WMC shall have executed an agreement for relocation and
operation of the helipad.
vi. Seller and Developer shall have executed the Escrow Agreement (TOV
Project Costs) pursuant to Section 2 hereof.
9. Ctosin .
a. Date. The closing of the sale of the Property from Seller to Purchaser (the
"Closing") shall occur simultaneously with the closing of the anticipated construction
loan to be extended to Developer. 'The date and time of Closing shall be mutually agreed
upon by Seller, Purchaser and Developer's lender. At this time, the projected Closing is
April 15, 2013, which Seller and Purchaser understand is an estimate only and shall
change based upon the conditions and contingencies set forth herein. Nevertheless,
Purchaser shall provide to Seller a written "Notice of Closing" at least thirty (30) days
10
aiz�✓1ou
Q: I USE'RSI VA/LI MOBIPSA-F// AL.DOC
prior to any scheduled closing to allow Seller to prepare for closing and vacate the
Property.
b. Seller to Deliver. At the Closing, Seller shall furnish and deliver to the Title
Company for delivery to Purchaser, at Seller's expense (except as otherwise provided in
Section 9 below), the following:
i. A Special Warranty Deed (the form of which is attached hereto as Exhibit
C) duly executed and acknowledged by Seller, dated as of the Closing, subject
only to the Permitted Exceptions.
ii. An assignment and conveyance to Purchaser of all Offsite Easements.
iii. An Owner's Policy covering the Property issued by the Title Company in
accordance with the terms of the Title Commitment, containing no exceptions
other than the Permitted Exceptions, with such endorsements as may be required
by Purchaser.
iv. A Non-foreign Certification signed by the Seller under penalties of
Pe�J�Y•
v. A Seller's closing statement in form prepazed by the Title Company, duly
executed by Seller.
vi. Any transfer tax or similar forms, affidavits, certifications and agreements
which may be required in connecrion with the conveyance of the Property to
Purchaser.
vii. The executed REA, Development Management Agreement, and Escrow
Agreement (TOV Project Costs).
viii. Such other documents required to be executed by Selier pursuant to this
Contract or as may be reasonably necessary or appropriate to effect the
consumraation of the transactions which aze the subject of this Contract,
including, without limitation, any mechanics' liens, parties in possession and gap
affidavits required by the Title Company.
ix. Such instruments or documents as are necessary, or reasonably required
by Purchaser or the Title Company to evidence the status and capacity of Seller
and the authority of the person or persons who are executing the various
documents on behalf of Seller in connecrion with the purchase and sale
transaction contemplated hereby.
c. Purchaser to Deliver. At the Closing, Purchaser shall deliver to the Title ;
Company for delivery to Seller, at Purchaser's expense, the following: �
i. The Purchase Price in immediately available funds.
f
E
11 �
�iz�zoia
Q: I USERSI VA/L I MOBIPSA-FI/ AL.DOC
ii. A Purchaser's closing statement in form prepared by the Title Company,
duly executed by Purchaser.
iii. The REA, executed and acknowledged by Purchaser.
iv. Such instruments or documents as are necessary, or reasonably required
by Seller or the Title Company to evidence the authority of Purchaser to
consummate the purchase and sale transacrion contemplated hereby and to
execute and deliver the closing documents to be delivered by Purchaser.
d. Expenses of Closing.
i. Seller Closing Costs. At Closing, Seller shall pay: (i) fifly percent (50%)
of the fees charged by the Title Company to coordinate the Closing; (ii) the
premium for the Owner's Title Policy, including the cost of extended coverage for
the deletion of the standard exceptions under the Owner's Title Policy; and (iii)
all transfer taxes, documentary stamps, intangible taxes and surtaxes due in
connection with the transfer of the Property to Purchaser if applicable.
ii. Purchaser Closin Costs. At Closing, Purchaser shall pay: (i) fifty
percent (50%) of any fees chazged by the Title Company to coordinate the
Closing; (ii) except as otherwise set forth in Section 9(d)(i), the cost of any
endorsements to the Owner's Title Policy requested by Purchaser or its lender, if
any; and (iii) all recording charges and other similar fees due in connecrion with
the transfer of the Properiy to Purchaser and the recording of the transfer
documents described above.
iii. Other Costs. Except as otherwise expressly provided herein, Seller and
Purchaser shall each be responsible for paying the attorneys' fees that it incurs in
connection with the transaction contemplated by this Agreement. In addition,
Purchaser shall pay, prior to delinquency, ail expenses incurred by Purchaser in
connection with its due diligence with respect to the Property (including, but not
limited to, the cost of physical inspections, surveys, environmental assessments,
zoning and permits reviews), and any financing obtained by Purchaser in
connection with its acquisition of the Properiy.
e. Possession of Propertv. At Closing, Seller shall deliver to Purchaser and
Purchaser shall be entitled to take possession of the Property.
10. Casualtv or Condemnallon Prior to Closia�. If at any time prior to the Closing any
portion of the Property is destroyed or damaged by fire or any other casualty, or in the
event a taking by condemnation, eminent domain or similar proceedings or a conveyance
in lieu thereof is commenced or threatened with respect to any portion of the Property,
Seller shall give notice thereof to Purchaser and Purchaser shall thereupon have the
option to terminate this Contract upon written notice to Seller prior to Closing, in which
event this Contract shall be rendered null and void and the parties shall have no further
obligations or liabilities hereunder. If Purchaser does not exercise its option under this
12
en�ioi2
Q: I USERSIYA/LIMOBIPSA-FI/ AL.DOC
Section 10 to terminate this Contract, this Contract shall remain in full force and effect
and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to any and all
insurance proceeds and condemnation awards.
11. Default and Remedies.
a. Purchaser's Default. If all Conditions Precedent in Section 8 hereof have been
satisfied, and Purchaser fails to purchase the Parcel &om Seller in accordance with this
Contract, and such failure remains uncured for a period of thirty (30) days following
written notice thereof from Seller to Purchaser, then Seller may elect, as Seller's sole
remedy, to terminate the Contract and recover from Purchaser Seller's actual direct third-
party out-of-pocket costs related to this Contract up to the date of default, or the amount
of TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), whichever is less. Seller
expressly waives the remedies of specific performance and additional damages.
b. Seller's Default. If all Conditions Precedent in Section 8 hereof have been
satisfied, and Seller fails to deliver the Pazcel to Purchaser in accordance with this
Contract, and such failure remains uncured for a period of thirty (30) days following
written notice thereof from Purchaser to Seller, then Purchaser may elect, as Purchaser's
sole remedy, to terminate the Contract and recover from Seller Purchaser's actual direct
third-party out-of-pocket costs related to this Contract up to the date of default, or the
amount of TWO MILLION AND N0/100 DOLLARS ($2,000,000.00), whichever is
less. Purchaser expressly waives the remedies of specific performance and additional
damages.
12. Real Estate Brokera¢e. Purchaser and Seller each represent and warrant to the other
that no agent, broker, or fmder has been engaged by, or otherwise acted for, it in
connection with this Contract.
13. Miscellaneous.
a. Develonment Matters.
i. Relocation of Municipal Services. Seller will be solely responsible for
any required relocation of governmental functions from the Parcel, and for the
payment of all costs and expenses related thereto
ii. Processing Assistance. Seller agrees to act as applicant on all Colorado
Department of Transportation ("CDOT") applications required in connection with
the project, and will act diligently to facilitate, as necessary, all interactions with
CDOT.
b. Notices. All notices, requests and other communications under this Contract shall
be in writing and shall be delivered by hand delivery or overnight delivery service, by
facsimile, by electronic mail or by certified mail, retum receipt requested, addressed as
follows:
13
4/16/10/2
Q: I USERSI VAIL IMOBIPSA-F!J AL.DOC
If intended for Seller: The Town of Vail
75 S. Frontage Road
Vail, CO 81657
Telephone: 970-479-2100
Email: szemler[a�,vail o� v.com
Attn: Mr. Stan Zemler, Town Manager
with a copy to: J. Matthew Mire, Esq.
Hayes, Phillips, Hoffmann & Carberry, P.C.
P.O. Box 2616
Vail, CO 81658
Telephone: 970-479-2100
Email: jmmC�a,hnhclaw.com
If intended for Purchaser: Vail Valley Medical Center
181 West Meadow Drive
Vail, CO 81657
Telephone: 970-477-5187
Email: kirchnerna.wmc.com
Attn: Doris J. Kirchner, President and CEO
And: The Steadman Clinic, PLLC
181 West Meadow Drive, Suite 400
Vail, CO 81657
Telephone: 970-476-1100
Email: steadmanlCa�steadmanclinic.com
Attn: Lyon F. Steadman
with a copy to: Donald R. Auten, Esq.
Duane Morris LLP
30 South 17�' Street
Philadelphia, PA 19103-4196
Telephone: 215-979-1969
Email: Autenna.duanemorris.com
with a copy to: Messner & Reeves, LLC
1430 Wynkoop Street, Suite 300
Denver, Colorado 80202
Attn: Torben Welch, Esq.
Telephone: 303-623-1800
Email: twelch(�a,messner.com
or at such other address, and to the attention of such other person, as the parties shall give
notice as herein provided. All such notices, requests and other communications shall be
deemed to have been sufficiently given for all purposes hereof: (i) upon receipt at such
address if delivered in person or by ovemight delivery, (ii) ugon confumed tiansmission
14
ana��o�i
Q: I USERSI VAILI MOBIPSA-F!/ AL.DOC
if delivered by facsimile or electronic mail, or (iii) if mailed, upon deposit of both the
original and any required copies in a post office or official depository of the United States
Postal Service.
c. Entire Agreement: Modifications. This Contract embodies and constitutes the
entire understanding between the parties with respect to the transactions contemplated
herein, and all prior or contemporaneous agreements, understandings, representations and
statements (oral or written) are merged into this Contract. Neither this Contract nor any
provision hereof may be waived, modified, amended, discharged or terminated except by
an instrument in writing signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or terminarion is sought, and then only to
the extent set forth in such instrument.
d. Applicable Law. THIS CONTRACT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
e. Captions. The captions in this Contract are inserted for convenience of reference
only and in no way define, describe, or 1'unit the scope or intent of this Contract or any of
the provisions hereof.
f. Bindin¢ Effect. This Contract shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and permitted assigns. This Contract may not be assigned by
Seller without the consent of Purchaser. This Contract and Purchaser's rights hereunder
may not be assigned by Purchaser without the consent of Seller. This Contract is for the
sole benefit of Seller, Purchaser, and their respective heirs, executors, administrators,
legal representatives, successors, and permitted assigns and no third party is intended to
be a beneficiary of this Contract.
g. Time is of the Essence. With respect to all provisions of this Contract, time is of
the essence. However, if the Closing or the final date of any period which is set out in
any provision of this Contract falls on a Saturday, Sunday or legal holiday under the laws
of the United States or the State of Colorado, then, and in such event, the Closing or such
period shall be extended so that the Closing or the last day of such period falls on the next
day which is not a Saturday, Sunday or legal holiday.
h. Counterpart Execurion. This Contract may be executed in multiple counterparts.
A facsimile copy of this Contract bearing the signature of a party hereto shall be
sufficient to bind such party to the terms of this Contract.
i. Limitation on Purchaser's Liabilitv. Notwithstanding any provision contained in
this Contract or any of the documents to be executed by Purchaser at Closing
(collecrively, the "Purchase Documents"), the representations, warranties, indemnities,
undertakings, covenants and agreements of Purchaser (collectively, "Purchaser's
Undertakings") under the Purchase Documents shall not constitute personal obligations
of the officers, directors, employees, agents, trustees, partners (direct or indirect),
15
4/26/1011
Q: I USERSI Vi11LIMOBIPSA-F// AL.DOC
members (direct or indirect), representatives, stockholders or other principals or
representatives of Purchaser, and no personal liability or personal responsibility of any
sort with respect to any of Purchaser's Undertakings or any alleged breach thereof is
assumed by, or shall at any time be asserted or enforceable against any of the officers,
directors, employees, agents, trustees, partners, members, representatives, stockholders or
other principals or representatives of Purchaser.
j. Governmental Immunitv. Except as expressly provided in this Contract, Seller
and its o�cers and employees are relying on, and do not waive or intend to waive by any
provision of this Contract, the monetary limitations (presently one hundred fifty thousand
dollars ($150,000) per person and six hundred thousand dollars ($600,000) per
occurrence) or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise
available to Seller and its officers or employees.
k. Land Use Applications. All parties to this Contract understand and acknowledge
that, when reviewing land use applications, Seller acts in a quasi judicial capacity.
Notwithstanding any other provision of this Contract, nothing in this Contract shall
constitute an obligation by Seller to make any particular decision on any land use
application that may come before Seller relating to the MOB, and nothing in this Contract
shall imply that Seller has preyudged any such application. Seller will review all land
use applications relaring to the MOB in compliance with the Vail Town Code and other
applicable law.
1. Avpropriation. Consistent with Article X, § 20 of the Colorado Constiturion, any
financial obligation of Seller not performed during the ciurent fiscal year is subject to
annual appropriation, and thus any obligations of Seller hereunder shall extend only to
monies currently appropriated and shall not constitute a mandatory charge, requirement,
debt or liability beyond the current fiscal yeaz.
m. Exhibits. Each of the exhibits attached to this Contract is incorporated herein by
reference.
EXECUTED by Seller this day of , 2012.
SELLER:
THE TOWN OF VAIL, COLORADO
Stan Zemler, Town Manager
16
4/16/20I1
Q: I USERSIYA/LIMOBIPSA-FI( AL.DOC
EXECUTED by Purchaser this day of , 2012.
PURCHASER:
VAIL MOB, LLC, a Colorado limited liability company
By: The Steadman Clinic, Professional LLC, Member
By:
Name:
Title:
And
By: Vail Clinic, Inc. d/b/a, Vail Valley Medical Center,
Member
By:_
Name:
Title:
17
en�2o�z
Q: I USERSI VAILI MOBIPSA-F!/ AL.DOC
EXHIBIT A
PROPERTY DESCRIPTIOI
Property Address:
75 S Frontage Rd
Vail, Colorado 81657
County of Eagle, State of Colorado
Legal Description:
A PART OF THE SOUTHEAST QUARTER OF SECTION 6 TOWNSHIP 5 SOUTH,
RANGE 80 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF
COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 6 THENCE NORTH
00 DEGREES 28 MINUTES 16 SECONDS WEST AND ALONG THE EAST LINE OF SAID
SOUTHEAST QUARTER 72.75 FEET TO A POINT, SAID POINT BEING I 10.00 FEET
NORTHEASTERLY FROM THE SOUTHEASTERLY RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 AS MEASURED AT RIGHT ANGLES THERETO; THENCE NORTH 79
DEGREES 46 MINUTES 11 SECONDS WEST AND ALONG A LINE PARALLEL TO SAID
SOUTI�ASTERLY RIGHT OF WAY LINE 145.50 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 16 DEGREES 08 MINUTES 47 SECONDS EAST, 63.50
FEET; THENCE NORTH 72 DEGREES 03 MINUTES 02 SECONDS WEST, 226.70 FEET;
THENCE NORTH 68 DEGREES 08 MIIWTE5 34 SECONDS WEST, 201.00 FEET; THENCE
NORTH 66 DEGREES 43 MINiJTES 48 SECONDS WEST, 164.39 FEET; THENCE
CONTINUING ALONG THE AFORESAID COURSE 238.00 FEET; THENCE SOUTH 25
DEGREES 53 MINUTES 00 SECONDS WEST, 47.79 FEET; THENCE SOUTH 41 DEGREES
24 MINUTES 53 SECONDS EAST, 183.50 FEET TO A POINT OF CURVE; THENCE
ALONG A CURVE TO THE LEFT HAVING A RADNS OF 197.40 FEET, A CENTRAL
ANGLE OF 30 DEGREES 47 MIMJTES 4 SECONDS, AN ARC DISTANCE OF 106.10
FEET; THENCE SOUTH 72 DEGREES 12 MINUTES 37 SECONDS EAST, 183.50 FEET TO
A POINT OF INTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 SAID LINE BEING 110.00 FEET NORTHEASTERLY FROM THE
SOUTHEASTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY NO. 6 AS MEASURED AT
RIGHT ANGLES THERETO; THENCE SOUTH 79 DEGREES 46 MINUTES I1 SECONDS
EAST AND ALONG SAID NORTH RIGHT OF WAY LINE 397.56 FEET TO THE TRUE
POINT OF BEGINNING,
EXCEPTING THEREFROM THAT PORTION OF SAID PROPERTY DESCRIBED IN DEED
RECORDED JULY 14, 1971 IN BOOK 221 AT PAGE 6.
18
4/26/2012
Q: I USER51 YA/L I MOBIPSA-FI/ AL.DOC
EXHIBIT B
LIST OF PERMITS
CDOT:
Lease Agreement and/or Special Use Permit for construction staging and crane boom swings
in/over the right-of-way
Lease Agreement and/or Special Use Permit for Soil Nail Retention in the right-of-way
Lease Agreement and/or Special Use Permit and/or Utility Permit for permanent dewatering in
the right-of-way
Lease Agreement and/or Special Use Permit for private pedestrian bridge over frontage road
Special Use Permit for potholing on the Frontage Road
Utility Permits for utility construction and operation
Special Use and/or Landscaping Permit for landscaping in/near the right-of-way
Access Permits to Frontage Road for driveways
Town of Vail:
Approved Development Plan Pursuant to "Chapter 9- Article C- General Use (GU) District" of
the Vail Town Code
Town of Vail Building Permit pursuant "Title 10 - Building Regulations" of the Vail Town Code
Town of Vail Demolirion Permit.
19
�iz�✓zoiz
Q: I USERSIVAILIMOBIPSA-F// AL.DOC
EXHIBIT C
FORM OF SPECIAL WARRAI TY DEED
SPECIAL WARRAj TY DEED
THIS DEED, Made this day of , 20_, between TI-� TOWN OF VAIL, a
Coloiado home rule municipality ("Grantor") and VAIL MOB, LLC, a Colorado limited liability
company whose principal of�ice address is 181 West Meadow Drive, Vail, Colorado 81657
("Grantee"):
WIT� ESSETH, That the Grantor, for and in consideration of the sum of FIVE MILLION
AND NO/100THS DOLLARS ($5,000,000.00), the receipt and suiiiciency of which is hereby
acknowledged, have granted, bargained, sold and conveyed, and by these presents do gractt, bargain,
sell, convey, and conform, unto the Grantee and his heirs, successors and assigns forever, all the real
property, together with improvements, if any, situate, lying and being in Eagle County, State of
Colorado,
A PART OF THE SOUTHEAST QUARTER OF SECTION 6 TOWNSHIP 5 SOUTH,
RANGE 80 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF
COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 6 THENCE NORTH
00 DEGREES 28 MINUTES 16 SECONDS WEST AND ALONG THE EAST LINE OF SAID
SOUTHEAST QiJARTER 72.75 FEET TO A POINT, SAID POINT BEING 110.00 FEET
NORTHEASTERLY FROM THE SOUTHEASTERLY RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 AS MEASURED AT RIGHT ANGLES THERETO; THENCE NORTH 79
DEGREES 46 MINUTES 11 SECONDS WEST AND ALONG A LINE PARALLEL TO SAID
SOUTHEASTERLY RIGHT OF WAY LINE 145.50 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 16 DEGREES 08 MINUTES 47 SECONDS EAST, 63.50
FEET; THENCE NORTH 72 DEGREES 03 MINUTES 02 SECONDS WEST, 226.70 FEET;
THENCE NORTH 68 DEGREES O8 MINUTES 34 SECONDS WEST, 201.00 FEET; THENCE
NORTH 66 DEGREES 43 MINUTES 48 SECONDS WEST, 164.39 FEET; THENCE
CONTINUING ALONG THE AFORESAID COURSE 238.00 FEET; THENCE SOUTH 25
DEGREES 53 MINUTES 00 SECONDS WEST, 47.79 FEET; THENCE SOUTH 41 DEGREES
24 MINUTES 53 SECONDS EAST, 183.50 FEET TO A POINT OF CURVE; THENCE
ALONG A CURVE TO THE LEFT HAVING A RADNS OF 197.40 FEET, A CENTRAL
ANGLE OF 30 DEGREES 47 MINUTES 4 SECONDS, AN ARC DISTANCE OF 106.10
FEET; THENCE SOUTH 72 DEGREES 12 MINUTES 37 SECONDS EAST, 183.50 FEET TO
A POINT OF INTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 SAID LINE BEING 110.00 FEET NORTHEASTERLY FROM THE
SOUTHEASTERLY RIGHT OF WAY L1NE OF U.S. HIGHWAY NO. 6 AS MEASURED AT
RIGHT ANGLES THERETO; THENCE SOUTH 79 DEGREES 46 MINUTES 11 SECONDS
EAST AND ALONG SAID NORTH RIGHT OF WAY LINE 397.56 FEET TO THE TRUE
POINT OF BEGINNING,
20
4/26/1012
Q:I USERSI Vd/LIMOBV'SA-FI/ AL.DOC
EXCEPTING THEREFROM THAT PORTION OF SAID PROPERTY DESCRIBED IN DEED
RECORDED JULY 14, 1971 IN BOOK 221 AT PAGE 6.
also lmown by street and number as: 75 S. Frontage Road, Vail, Colorado
TOGETHER with all and singular the hereditaments and appurtenances thereto belonging,
or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues
and profits thereof, and all the estate, right ritle, interest, claim and demand whatsoever of the
Grantors, either in law or equiry, or, in and to the above bargained premises, with the hereditaments
and appurtenances subject• however, to those matters described on EXHIBIT A attached hereto
and made a part hereof (collectively, the "Permitted Exceptions").
TO HAVE AI D TO HOLD the said premises above bazgained and described with the
appurtenances, unto the Grantee, his successors and assigns forever. The Grantors, for themselves,
their successors and assigns, do covenant and agree that they shall and will WARRANT AND
FOREVER DEFEND the good and mazketable title of above-bazgained premises and the quiet and
peaceable possession of the Cnantee, his heirs, successors and assigns, against all and every person
or persons claiming the whole or any party thereof, by, through or under the Grantors, except for:
general taxes and assessments for the year 20_ and subsequent years; subject to all easements,
reservarions, restrictions, covenants and rights of way of record, if any; and addirionally excepting
the Permitted Exceptions.
I� WI'I'� E55 WHEREOF, The Grantor has executed this Special Watranty Deed the day
and yeaz first above written.
GRANTOR:
THE TOWN OF VAIL, a Colorado home rule
municipality
sy:
Name:
Its:
STATE OF COLORADO )
)ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this day of 20_, by
whose title is of the Town of Vail, a Colorado home rule
municipality.
Witness my hand and official seal.
My commission expires:
Notary Public
21
4/I6/2012
Q: I USERSI VAILIMOBIPSA-FIJ AL.DOC
PURCHASE AND SALE AGREEMENT
(75 South Frontage Road, Vail, Colorado)
THIS PURCHASE AND SALE AGREEMENT (the "Contract"), dated as of the last date
of the signatures of the parties set forth below (the "Effective Date"), is by and between THE
TOWN OF VAIL, a Colorado home rule municipality ("Seller"), and VAIL MOB, LLC, a
Colorado limited liability company ("Purchaser").
RECITALS
A. Seller owns certain real property of approximately fifty-seven one hundredths
(0.57) acres more or less, situate, lying and being in the Town of Vail, Eagle County, State of
Colorado, currently known as 75 South Frontage Road, Vail, Colorado (the "Parcel") and more
particularly described in Exhibit A attached hereto;
B. Seller desires to redevelop the adjoining parcel (the "Municipal Center Pazcel") in
preparation for the construction of a new municipal building, and has agreed with the Vail
Clinic, Inc., d/b/a Vail Valley Medical Center ("VVMC"), The Steadman Clinic, Professional
LLC ("SC"), Triumph Vail MOB, LLC, a Delaware limited liability company ("Developer") and
Purchaser to cooperate in, and to share certain costs of, a project (the "Project") benefiting both
the Municipal Center Parcel and the Parcel, and the preparation by Developer of a building pad
site on the Municipal Center Parcel;
C. VVMC, SC, Developer and Purchaser propose to construct on the Parcel a
medical office building of approximately 56,000 gross square feet (the "MOB"), with a sky
bridge connecting the MOB to the Vail Valley Medical Center, and with underground parking
for use by both the MOB and the new municipal building to be located on the Municipal Center
Parcel, comprising not less than two hundred (200) surface and underground parking spaces, or
such greater number of parking spaces as may be required by zoning requirements (the "Intended
Use"); and
D. To allow for the Project, Seller desires to sell the Parcel to Purchaser, and
Purchaser desires to purchase the Parcel from Seller, in accordance with the terms and conditions
herein.
NOW, THEREFORE, in consideration of the mutual covenants and agreement herein
contained, and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties agree as follows:
1. Contract of Purchase and Sale.
a. Seller hereby agrees to sell and convey to Purchaser fee simple title to the Parcel,
together with all buildings, fixtures and improvements located thereon all benefits,
privileges, tenements, hereditaments, rights and appurtenances thereto in anywise
belonging to Seller, including, but not limited to, all permits, authorizations,
governmental entitlements, licenses, approvals and easements which benefit the Parcel,
all right, title and interest of Seller, if any, in and to all strips or gores of land, if any,
1
si2i2o�z
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WlNDOWSITEMPORARYlNTERNET
FILESI CONTENT. O U7ZOOKI4R U7XJXPI PSA-FINAL-3. DOC
between the real property and abutting properties, all right, title and interest of Seller, if
any, in and to any and all oil, gas and minerals lying under, in, on or about or constituting
a part of the real property, regardless of whether or not the minerals are considered part
of the surface estate or part of the mineral estate, and all water, sewer and other utility
capacity commitments and/or credits which pertain to or inure to the benefit of such real
property (the foregoing is collectively referred to herein as the "Property"), and Purchaser
agrees to purchase the Property at the Purchase Price and upon the terms set forth herein.
b. Seller and Purchaser acknowledge that the Property is being sold "as is", and
other than the representations and warranties set forth in Section 5 hereof, Seller makes
no warranties as to the condition of the Property or its suitability for the uses intended by
Purchaser, and it is Purchaser's sole duty to make all of the following inspections,
investigations and tests of the Property:
i. Inspecting, surveying, engineering, structural, mechanical, architectural
and environmental studies, assessments and audits (including a Phase I
Environmental Assessment), soil testing, soil compaction and grading elevations,
testing for the presence of naturally occurring radioactive materials, and otherwise
determining the condition of the Property and prior uses of the Property;
ii. Determining that utility services, including, without limitation, water,
storm sewer, sanitary sewer, gas, electricity and telephone are or can be made
available to serve the Intended Use of the Property and that service lines can be
extended to and within the Property;
ii. Evaluating all storm drainage requirements, and, if applicable, any
Environmental Protection Agency or other federal or state health or
environmental requirements or approvals; and
ii. Reviewing the title and status of the Property to determine if title is
merchantable.
2. Purchase Price.
a. The purchase price (the "Purchase Price") for the Property shall be FIVE
MILLION AND NO/100 DOLLARS ($5,000,000.00). The Purchase Price shall be
payable in cash at Closing.
b. At Closing, Seller shall deliver an amount equal to the lesser of FNE MILLION
DOLLARS AND NO/100 DOLLARS ($5,000,000) or the amount of Seller's pro-rata
share of the actual Project costs as more particularly described in the Development
Management Agreement to be executed between Seller and Developer (the "TOV Project
Costs") in escrow to Title Company, to be held and disbursed strictly in accordance with
the provisions of an escrow agreement to be negotiated between Developer and Purchaser
(the "Escrow Agreement (TOV Project Costs)").
2
S/2/1012
C: I USERSILDONALDSOMAPPDAT,9ILOCALIMICROSOF7IWINDOWSITEMPORARYINTERNET
FILESI CONTENT.OUTLOOKI4RU7XJXPIPSA-FINAL-3.DOC
3. Due Diligence Information, Title Commitment and Survev.
a. Previously Delivered Title Report and Survey. Purchaser hereby acknowledges
receipt of a title report from Land Title Guarantee Company, dated December 16, 2011
(the "Title Report"). Purchaser hereby additionally acknowledges receipt of an
ALTA/ACSM �Land Title Survey of the Property dated December 27, 2011, from Eagle
Valley Surveying, Inc. ("Survey A").
b. Delivery of Documents. No later than five (5) days after the Effective Date,
Seller shall deliver or cause to be delivered to Purchaser, at Seller's sole cost and expense,
any and all documents relating to the Property in Seller's custody and control.
c. Title Commitment. Within ten (10) days following the Effective Date, Seller
shall cause to be delivered to Purchaser: (i) a current ALTA Commitment for Owner's
Policy of Title Insurance (hereinafter referred to as the "Title Commitment") issued by
Land Title Guarantee Company on behalf of an underwriter acceptable to Purchaser (the
"Title Company"), whereby said Title Company commits to issue an Owner's Policy of
Title Insurance ("Owner's Policy") in the amount of the Purchase Price written in
accordance with this Contract; and (ii) copies of all documents shown as exceptions on
the Title Commitment (the "Exception Documents"). The Title Commitment shall
describe the Property; shall list Purchaser as the prospective named insured; shall show as
the policy amount the Purchase Price; shall contain the commitment of the Title
Company to insure Purchaser's fee simple interest in the Property upon the Closing; shall
commit to delete or insure over the so-called "standard exceptions" (at Seller's expense)
which relate to: (i) parties in possession; (ii) unrecorded easements; (iii) survey matters;
(iv) any unrecorded mechanic's liens; (v) gap period (effective date of commitment to
date deed is recorded); and (6) unpaid taxes, assessments and unredeemed tax sales prior
to the year of Closing.
d. Objections. Purchaser shall have a period of thirty (30) days from receipt of the
last of the Title Commitment and Exception Documents (the "Document Objection
Period") in which to review such items and deliver to Seller, in writing, such objections
as Purchaser may have to anything contained or set forth therein ("Purchaser's
Objection"). Any items shown on Survey A or the Title Commitment to which Purchaser
does not object during the Document Objection Period shall be deemed to be approved by
Purchaser and shall be referred to as the "Permitted Exceptions" for purposes of this
Contract. Seller shall use its best efforts to remedy or cure Purchaser's objections during
the fifteen (15) day period following Seller's receipt thereof (the "Cure Period") and
provide to Purchaser prior to the close of the Cure Period a written response to
Purchaser's Objection detailing the steps Seller has taken to cure any such objections, if
such objections were cured, or a statement detailing why Seller does not intend to cure
any such objections. Purchaser shall have ten (10) days after the expiration of the Cure
Period to either: (i) terminate this Contract by written notice to Seller; or (ii) proceed to
Closing hereunder, with those items that Seller has elected not to cure being deemed
approved by Purchaser and constituting a part of the Permitted Exceptions.
Notwithstanding the foregoing: (a) the standard preprinted exceptions set forth in the
3
S/2/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARYINTERNET
FfLESI CONTENT.OUTLDOK14RU7XJXPIPSA-FINAL-3.DOC
Title Commitment shall not constitute Permitted Exceptions for purposes hereof; (b) all
matters reflected on Schedule B-1 of the Title Commitment, liens and items which are
designated by the Title Company as matters to be satisfied prior to Closing shall not
constitute Permitted Exceptions and shall be discharged and satisfied by Seller prior to
Closing; and (c) if any exceptions to title are created after the date hereof by Seller, Seller
shall, if objected to by Purchaser, cause same to be released and discharged, and same
shall not constitute a Permitted Exception for purposes hereof. To the extent Seller has
not complied with its obligations under the preceding sentence as of the Closing,
Purchaser shall be entitled to terminate this Contract.
e. Additional Exceptions. In the event that at any time following delivery of the
Title Commitment or Exception Documents, but prior to Closing, any changes (other than
the deletion or elimination of any item as to which Purchaser has made an objection)
shall occur in the Title Commitment or Exception Documents, in addition to other
remedies permitted pursuant to this Contract, Purchaser shall have the right to terminate
this Contract.
f. Undated Title Commitment. Thirty (30) days prior to Closing, Seller shall cause
to be delivered to Purchaser an updated Title Commihnent. The terms and conditions of
Section 3.e above shall apply to Purchaser's review of this updated Title Commitrnent.
4. Insaection Period. During the term of this Contract, Purchaser shall have the right at
any time to enter onto the Property for any purpose, including conducting such audits,
inspections, or investigations thereon as Purchaser may deem appropriate, in Purchaser's
independent discretion. The cost of the inspections undertaken by Purchaser pursuant to
this Contract shall be borne solely by Purchaser. Seller acknowledges and agrees that, by
reason of the unified development contemplated for the Property and the Municipal
Center Parcel, Purchaser shall also have the right to enter upon, test, study, survey,
inspect, and conduct such engineering, architectural, environmental, soil, economic and
other tests on the Municipal Center Parcel as Purchaser shall deem necessary or desirable.
On or prior to the expiration of one hundred twenty (120) days following the Effective
Date (the period ending on such date being referred to herein as the "Inspection Period"),
Purchaser shall be entitled, for any reason in Purchaser's sole discretion, to submit to
Seller written notice terminating this Contract or, if Purchaser elects, to submit a notice to
correct with a description of those unsatisfactory conditions at the Property which
Purchaser requires Seller to remedy. If Purchaser delivers a notice to correct, Seller shall
have thirty (30) days to submit to Purchaser a response to the notice to correct, informing
Purchaser of Seller's intent to either remedy such conditions or leave such conditions in
place. Purchaser shall have ten (10) days after receipt of Seller's response to either accept
Seller's response and waive any such unsatisfactory conditions that Seller has elected not
to remedy or terminate the Contract. If Purchaser fails in either scenario referenced
above to submit written notice of its intent to terminate in the applicable time period,
Purchaser shall be deemed to have waived its right to terminate the Contract under this
Section 4.
4
siaao�z
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARY INTERNET
FILESI CONTEN7:OUTLOOKI4RU7XJXPIPSA-FINAL-3.DOC
5. Renresentations and Warranties.
a. Seller represents and warrants to Purchaser as follows as of the date hereof and
shall such representations and warranties shall be deemed remade as of the Closing:
i. Seller has and will convey to Purchaser at Closing, good and marketable
title to the Property, free from all liens and encumbrances, and otherwise subject
only to the Permitted Exceptions.
ii. There will be, as of the Closing no parties in possession of any portion of
the Property as lessees, tenants at sufferance or trespassers.
iii. There is no pending or, to Seller's current knowledge, threatened
condemnation or similar proceeding or special assessment (inclusive of
assessments for street widening, repair or improvement) affecting the Property.
iv. There is no pending or, to Seller's current knowledge, threatened litigation
or administrative proceeding affecting Seller's ability to fulfill its obligations
under this Contract.
v. Seller has not received notice from any governmental authority that the
Property is currently not in compliance with or is in violation of any applicable
governmental laws, rules or regulations affecting the Property.
vi. The execution and delivery of, and Seller's performance under, this
Contract are within Seller's powers and have been duly authorized by all requisite
actions. The individual who executes and delivers this Contract and all
documents to be delivered by Seller to Purchaser hereunder is and shall be duly
authorized to do so. This Contract constitutes a binding obligation of Seller
enforceable in accordance with its terms. Seller is duly organized, validly
existing and in good standing under the laws of the state of its origin. Seller is not
prohibited from consummating the transactions contemplated in this Contract by
any law, regulation, agreement, instrument, restriction, order or judgment.
vii. To the best of Seller's knowledge, there are no attachments, executions,
assignments for the benefit of creditors, or voluntary or involuntary proceedings
in bankruptcy or under other debtor relief laws contemplated by, pending, or
threatened against Seller or the Property that would affect Seller's obligations
under this Contract.
viii. There are not any outstanding contracts or options to purchase the
Property or any portion thereof in favor of any third party.
ix. To the best of Seller's knowledge, the Property (including land, surface
and subsurface soil, surface water, ground water, and improvements, if any) is
free of any waste, debris, or contamination in quantities prohibited by, or that
could require remediation under, any applicable law, statute or regulation and the
5
5/2/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WlNDOWSITEMPORARYlNTERNET
FILESI CONTEN7:OUTLOOK14RU7XJXPIPSA-FINA�3.DOC
Property has not been used for the production, storage or disposal of hazardous
materials or environmental contaminants.
x. To Seller's knowledge, there are no pending proceedings to change or
down-zone the existing zoning classifications as to any portion of the Property,
and there exists no current threat of the institution or proposed institution of any
such action. The Property is not within a"historic district," and contains no
structures that have been declared "historic structures" under federal or local law.
xi. The Property is adequately served by public or authorized private utility
providers, which furnish gas, electricity, telecommunications, water, sewer and
drainage facilities. Seller has no responsibility for maintenance of off-site lines,
pumps, lift stations, or other facilities.
xii. There are no unpaid bills or claims that may give rise to a lien against the
Property.
b. Purchaser represents and warrants to Seller as follows as of the date hereof and
such representations and warranties shall be deemed remade as of the Closing:
i. The execution and delivery of, and Purchaser's performance under, this
Contract are within Purchaser's powers and have been duly authorized by all
requisite actions. The individual who executes and delivers this Contract and all
documents to be delivered by Purchaser to Seller hereunder is and shall be duly
authorized to do so. T'his Contract constitutes a binding obligation of Purchaser
enforceable in accordance with its terms. Purchaser is duly organized, validly
existing and in good standing under the laws of the state of its origin. Purchaser
is not prohibited from consummating the transactions contemplated in this
Contract by any law, regulation, agreement, instrument, restriction, order or
judgment.
ii. There is no pending or, to Purchaser's knowledge, threatened litigation or
administrative proceeding affecting Purchaser.
iii. There are no attachments, executions, assignments for the benefit of
creditors, or voluntary or involuntary proceedings in bankruptcy or under other
debtor relief laws contemplated by, pending, or threatened against Purchaser.
iv. Purchaser is currently in compliance with, and shall at all times during the
term of this Contract (including any extension thereo fl remain in compliance
with, the regulations of the Office of Foreign Assets Control ("OFAC") of the
Department of the Treasury (including those named on OFAC's Specially
Designated Nationals and Blocked Persons List) and any statute, executive order
(including the September 24, 2001, Executive Order Blocking Property and
Prohibiting Transactions with Persons Who Commit, Threaten to Commit, or
Support Terrorism), or other governmental action relating thereto.
6
5/1/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMlCROSOF71 WINDOWSI TEMPORARYINTERNET
FILESI CONTENT.OUTLOOKI4RU7XJXPIPSA-FINAIr3.DOC
6. Covenants and A�reements.
a. Seller's Covenants.
i. From the Effective Date until Closing, Seller shall not, without Purchaser's
prior written consent: (i) make any changes or alterations to the Parcel that would
affect Seller's obligations under this Contract; or (ii) negotiate, execute or create
any contract or option to purchase, easement, covenant, condition, restriction, lien
or encumbrance with respect to the Property or any portion thereof that would
affect Seller's obligations under this Contract. To the extent that any Offsite
Easements are needed over property owned by Seller, Seller shall grant such
Offsite Easements to Purchaser at Closing.
ii. Seller shall promptly furnish to Purchaser copies of any and all notices
that Seller receives from federal, state or local governmental authorities having
jurisdiction over the Property.
iii. Seller shall maintain in force a policy or policies of insurance with respect
to the Property in amounts not less than is currently in force.
iv. Seller shall promptly deliver to Purchaser copies of all notices received by
Seller affecting the Property or the transactions contemplated hereby, including
without limitation, notices of any pending zoning changes or amendments, notices
of violations affecting the Property and notices of pending or threatened
condemnation of the Property or any roads adjacent thereto.
b. Purchaser's Anplications. Purchaser or its authorized agents, contractors,
assignees or designees shall be entitled to contact and make applications to any and all
applicable local, municipal, county, state and federal agencies for any changes,
authorizations and approvals which Purchaser may deem appropriate, in Purchaser's sole
and absolute discretion, in connection with Purchaser's acquisition and development of
the Property for the Intended Use and/or to satisfy any condition precedent to Purchaser's
obligations under this Contract. Seller agrees to cooperate with Purchaser in connection
therewith, shall execute and deliver to Purchaser, and if applicable, cause to be recorded
in the official records of the County in which the Parcel is located, within three (3) days
following receipt of a request therefor, such applications, consents and other documents
which may be required in connection therewith, and shall support and not oppose
Purchaser in connection with Purchaser's applications and efforts to obtain any changes,
authorizations and approvals required to permit Purchaser to develop the Property for the
Intended Use and/or to satisfy any such condition precedent, subject to Section 13(k)
hereof.
7. Auurovals.
a. A�provals. During the period ending upon the expiration of one hundred fifty
(150) days after the expiration of the Inspection Period (the period ending upon such
date, as extended, being referred to herein as the "Approval Period"), if Purchaser has not
7
sni2o�z
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WlNDOWSITEMPORARYINTERNET
FILESI CONTEN7: 0 UTLOOKI4R U7XJXPI PSA-FlNAL-3. DOC
sooner terminated this Contract, Purchaser shall make application to the applicable
governmental authorities for a change in zoning and any and all approvals, licenses and
permits which are required to permit Purchaser to construct and operate a building on the
Property in accordance with its Intended Use, together with parking, and any other
related amenities in accordance with Purchaser's plans and specifications therefor, as
determined by Purchaser in Purchaser's sole and absolute discretion (collectively, the
"Approvals"). If Purchaser has not terminated this Contract prior to the expiration of the
Inspection Period, Purchaser shall use good faith efforts to obtain the Approvals.
Purchaser shall be responsible for paying all costs incurred by Purchaser in connection
with the Approvals. The Approvals shall not be deemed to be final until such time as the
Approvals have been adopted by all applicable actions of all applicable governmental
authorities subject to no conditions, exceptions or requirements which are not acceptable
to Purchaser, in Purchaser's sole and absolute discretion, all time periods for appeal shall
have expired and no appeal shall have been noticed or filed in connection therewith (or if
an appeal has been filed, such appeal has been dismissed or resolved in favor of the
Approvals), and the Approvals shall be unappealable (the date on which all of the above
have occurred is referred to herein as the "Approval Date"). If the Approvals are at any
time denied or disapproved, or the Approval Date has not occurred prior to the date of
expiration of the Approval Period, Purchaser shall be entitled to terminate this Contract,
in which event the parties shall have no further obligations hereunder, or Purchaser may
proceed to Closing hereunder.
b. Extension of Approval Period. If the Approval Date has not occurred at least five
(5) days prior to the expiration of the Approval Period, as extended, Purchaser shall be
entitled to extend the Approval Period for ninety (90) days, upon delivery of an extension
notice to Seller and by depositing FNE THOUSAND DOLLARS AND NO/100
($5,000.00) as earnest money into an escrow account with the Title Company on or prior
to the then applicable date of expiration of the Approval Period, which amount shall be
non-refundable to Purchaser except in the event of a Seller Default as described herein,
but which shall be credited toward the Purchase Price.
8. Conditions Precedent.
a. The following shall each be conditions precedent to Purchaser's obligation to
purchase the Property. If any one or more of such conditions precedent is not, or in the
reasonable opinion of Purchaser will not be, satisfied at or prior to Closing, in addition to
other remedies available to Purchaser under this Contract, Purchaser shall be entitled to
waive any one or more of such conditions precedent by written notice to Seller, or to
terminate this Contract by written notice to Seller, in which event the parties shall have
no further obligations under this Contract.
i. Purchaser shall have received all necessary approvals and consents with
respect to Purchaser's plans and specifications, site plans and related materials,
including engineering plans, plats, final development plans and profiles, and any
off-site infrastructure plans, including, without limitation, plans for any required
traffic and road improvements, for water and sewer service and storm water
8
S/2/1012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSI TEMPORARYINTERNET
FILESI CONTEN7: O UTLOOKI4R U7XJXPI PSA-FINAL-3. DOC
management for the Property, information which are required pursuant to the
provisions of any declaration or restrictions affecting the Property, and permits
identified on the attached Exhibit B, that are necessary for Purchaser to be
entitled to proceed with development of the Property (collectively, the "Approved
Plans").
ii. No lawsuit, appeal or other action shall have been filed by any party,
directly or indirectly, involving the Property, including without limitation, any
such lawsuit, appeal or other action for the purpose of challenging, contesting or
seeking to prohibit, restrain, enjoin or delay any change in zoning or restrictive
covenants required to permit development of a medical office building on the
Parcel in accordance with Purchaser's plans, or Purchaser's development of the
Parcel for such purposes.
iii. T'here shall exist no moratorium or other action or directive by any
governmental authority which would prohibit, restrain, enjoin or delay Purchaser
from constructing, or delay Purchaser in connection with the construction of, a
medical office building in accordance with Purchaser's plans.
iv. No adverse environmental or geological condition shall exist with respect
to the Property.
v. No action shall have been taken by the U.S. Army Corps of Engineers or
other applicable governmental authority with respect to the Property or any other
property which would have the effect of reclassifying or reconfiguring the size or
location of any wetland or flood plain area on the Property.
vi. The Title Company shall have irrevocably committed and agreed to issue
to Purchaser an Owner's Policy, insuring Purchaser's title in and to the Property
free and clear of liens, claims and encumbrances other than the Permitted
Exceptions.
vii. Subject to the provisions of Section 13.c hereof, each of the
representations and warranties of Seller contained herein shall be true in all
material respects as if made as of the date of Closing, and Seller shall have
complied with and not be in material breach of any of the covenants contained in
Section 6(a) hereof.
viii. All offsite easements necessary for the development and use of the Parcel,
including, without limitation, access and utility easements for water, sanitary
sewer, stormwater management and drainage (including any such easements as
may be required from Seller in its capacity as owner of the Municipal Center
Parcel), and any such access and temporary construction easements on and across
the Property as shall be necessary for construction of the project shall have been
obtained and recorded among the land records.
9
si2i2o�2
C.• I USERSILDONALDSOIVIAPPDATAILOCALIMlCROSOF71 WINDOWSI TEMPORARYlNTERNET
FlLESI CONTENT.OUTLOOK14RU7XJXPI PSA-FINAL-3.DOC
ix. Developer shall have received an irrevocable commitment from its lender
to fund a construction loan in an amount sufficient to construct the MOB and
parking facilities on the Parcel and Municipal Center Parcel.
x. Seller, Purchaser and Developer have executed a Reciprocal Easement and
Operating Agreement (the "REA") regarding the redevelopment of the Parcel and
the Municipal Center Parcel, such REA to be recorded against the Parcel and the
Municipal Center Parcel. Developer's participation as a party to the REA shall
automatically terminate upon termination of its leasehold interest in the Parcel,
following the completion of construction.
b. B,�er. The following shall each be conditions precedent to Seller's obligation
to sell the Property. If any one or more of such conditions precedent is not, or in the
reasonable opinion of Seller will not be, satisfied at or prior to Closing, Seller shall be
entitled to waive any one or more of such conditions precedent by written notice to
Purchaser, or to terminate this Contract by written notice to Purchaser, in which event the
parties shall have no further obligations under this Contract.
i. Developer shall have received an inevocable commitment from its lender
to fund a construction loan in an amount sufficient to construct the MOB and
parking facilities on the Parcel and the Municipal Center Parcel.
ii. Developer, on the one hand, and WMC and SC, on the other hand, shall
have executed bona fide purchase and sale agreements for condominium units in
the MOB.
iii. Developer shall have obtained all necessary approvals to obtain building
permits for the MOB.
iv. Seller and Developer shall have executed a Development Management
Agreement.
v. Seller and WMC shall have executed an agreement for relocation and
operation of the helipad.
vi. Seller and Developer shall have executed the Escrow Agreement (TOV
Project Costs) pursuant to Section 2 hereof.
9. C10SIIIg.
a. Date. The closing of the sale of the Property from Seller to Purchaser (the
"Closing") shall occur simultaneously with the closing of the anticipated construction
loan to be extended to Developer. The date and time of Closing shall be mutually agreed
upon by Seller, Purchaser and Developer's lender. At this time, the projected Closing is
April 15, 2013, which Seller and Purchaser understand is an estimate only and shall
change based upon the conditions and contingencies set forth herein. Nevertheless,
Purchaser shall provide to Seller a written "Notice of Closing" at least thirty (30) days
10
S/2/2012
C: I USERSILDONALDSONL9PPDATAILOCALIMlCROSOF71 WINDOWSITEMPORARYlNTERNET
FlLESI CONTENT.OUTLOOKI4RU7XJXPIPSA-FINAL-3.DOC
prior to any scheduled closing to allow Seller to prepare for closing and vacate the
Property.
b. Seller to Deliver. At the Closing, Seller shall furnish and deliver to the Title
Company for delivery to Purchaser, at Seller's expense (except as otherwise provided in
Section 9 below), the following:
i. A Special Warranty Deed (the form of which is attached hereto as Exhibit
C) duly executed and acknowledged by Seller, dated as of the Closing, subject
only to the Permitted Exceptions.
ii. An assignment and conveyance to Purchaser of all Offsite Easements.
iii. An Owner's Policy covering the Property issued by the Title Company in
accordance with the terms of the Title Commitment, containing no exceptions
other than the Permitted Exceptions, with such endorsements as may be required
by Purchaser.
iv. A Non-foreign Certification signed by the Seller under penalties of
P�'.1�'•
v. A Seller's closing statement in form prepared by the Title Company, duly
executed by Seller.
vi. Any transfer tax or similar forms, affidavits, certifications and agreements
which may be required in connection with the conveyance of the Property to
Purchaser.
vii. The executed REA, Development Management Agreement, and Escrow
Agreement (TOV Project Costs).
viii. Such other documents required to be executed by Seller pursuant to this
Contract or as may be reasonably necessary or appropriate to effect the
consummation of the transactions which are the subject of this Contract,
including, without limitation, any mechanics' liens, parties in possession and gap
affidavits required by the Title Company.
ix. Such instruments or documents as are necessary, or reasonably required
by Purchaser or the Title Company to evidence the status and capacity of Seller
and the authority of the person or persons who are executing the various
documents on behalf of Seller in connection with the purchase and sale
transaction contemplated hereby.
c. Purchaser to Deliver. At the Closing, Purchaser shall deliver to the Title
Company for delivery to Seller, at Purchaser's expense, the following:
i. The Purchase Price in immediately available funds.
11
S/2/2011
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSI TEMPORARYINTERNET
FILESI CONTEN7:OUTLOOK14RU7XJXPIPSA-FINAL-3.DOC
ii. A Purchaser's closing statement in form prepared by the Title Company,
duly executed by Purchaser.
iii. The REA, executed and acknowledged by Purchaser.
iv. Such instruments or documents as are necessary, or reasonably required
by Seller or the Title Company to evidence the authority of Purchaser to
consummate the purchase and sale transaction contemplated hereby and to
execute and deliver the closing documents to be delivered by Purchaser.
d. Expenses of Closing.
i. Seller Closing Costs. At Closing, Seller shall pay: (i) fifty percent (50%)
of the fees charged by the Title Company to coordinate the Closing; (ii) the
premium for the Owner's Title Policy, including the cost of extended coverage for
the deletion of the standard exceptions under the Owner's Title Policy; and (iii)
all transfer taxes, documentary stamps, intangible taxes and surtaxes due in
connection with the transfer of the Property to Purchaser if applicable.
ii. Purchaser Closing Costs. At Closing, Purchaser shall pay: (i) fifty
percent (50%) of any fees charged by the Title Company to coordinate the
Closing; (ii) except as otherwise set forth in Section 9(d)(i), the cost of any
endorsements to the Owner's Title Policy requested by Purchaser or its lender, if
any; and (iii) all recording charges and other similar fees due in connection with
the transfer of the Property to Purchaser and the recording of the transfer
documents described above.
iii. Other Costs. Except as otherwise expressly provided herein, Seller and
Purchaser shall each be responsible for paying the attorneys' fees that it incurs in
connection with the transaction contemplated by this Agreement. In addition,
Purchaser shall pay, prior to delinquency, all expenses incurred by Purchaser in
connection with its due diligence with respect to the Property (including, but not
limited to, the cost of physical inspections, surveys, environmental assessments,
zoning and permits reviews), and any financing obtained by Purchaser in
connection with its acquisition of the Property.
e. Possession of Propertv. At Closing, Seller shall deliver to Purchaser and
Purchaser shall be entitled to take possession of the Property.
10. Casualtv or Condemnation Prior to Closing. If at any time prior to the Closing any
portion of the Property is destroyed or damaged by fire or any other casualty, or in the
event a taking by condemnation, eminent domain or similar proceedings or a conveyance
in lieu thereof is commenced or threatened with respect to any portion of the Property,
Seller shall give notice thereof to Purchaser and Purchaser shall thereupon have the
option to terminate this Contract upon written notice to Seller prior to Closing, in which
event this Contract shall be rendered null and void and the parties shall have no further
obligations or liabilities hereunder. If Purchaser does not exercise its option under this
12
5/1/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF7IWINDOWSITEMPORARYINTERNET
FILESI CONTEN7:OUTLOOK14RU7XJXPIPSA-FlNAG3.DOC
Section 10 to terminate this Contract, this Contract shall remain in full force and effect
and Seller shall assign or pay to Purchaser at Closing Seller's interest in and to any and all
insurance proceeds and condemnation awards.
11. Default and Remedies.
a. Purchaser's Default. In the event of a material default by Purchaser under this
Contract, and such default remains uncured for a period of thirty (30) days following
written notice thereof from Seller to Purchaser, then Seller may elect, as Seller's sole
remedy, to terminate the Contract and recover from Purchaser Seller's actual direct out-
of-pocket costs related to this Contract and the Project up to the date of default, or the
amount of T'WO MILLION AND NO/100 DOLLARS ($2,000,000.00), whichever is
less. Seller expressly waives the remedies of specific performance and additional
damages.
b. Seller's Default. In the event of a material default by Seller under this Contract,
and such default remains uncured for a period of thirty (30) days following written notice
thereof from Purchaser to Seller, then Purchaser may elect, as Purchaser's sole remedy, to
terminate the Contract and recover from Seller Purchaser's actual direct out-of-pocket
costs related to this Contract and the Project up to the date of default, or the amount of
TWO MILLION AND NO/100 DOLLARS ($2,000,000.00), whichever is less.
Purchaser expressly waives the remedies of specific performance and additional
damages.
12. Real Estate Brokerage. Purchaser and Seller each represent and warrant to the other
that no agent, broker, or finder has been engaged by, or otherwise acted for, it in
connection with this Contract.
13. Miscellaneous.
a. Development Matters.
i. Relocation of Municipal Services. Seller will be solely responsible for
any required relocation of governmental functions from the Pazcel, and for the
payment of all costs and expenses related thereto
ii. Processing Assistance. Seller agrees to act as applicant on all Colorado
Department of Transportation ("CDOT") applications required in connection with
the project, and will act diligently to facilitate, as necessary, all interactions with
CDOT.
b. Notices. All notices, requests and other communications under this Contract shall
be in writing and shall be delivered by hand delivery or overnight delivery service, by
facsimile, by electronic mail or by certified mail, return receipt requested, addressed as
follows:
13
5/2/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WlNDOWSITEMPORARYlNTERNET
FILESI CONTEN7: 0U7ZOOK14RU7XJXPIPSA-FINAL-3.DOC
If intended for Seller:
The Town of Vail
75 S. Frontage Road
Vail, CO 81657
Telephone: 970-479-2100
Email: szemler ,vail ov.com
Attn: Mr. Stan Zemler, Town Manager
with a copy to: J. Matthew Mire, Esq.
Hayes, Phillips, Hoffmann & Carberry, P.C.
P.O. Box 2616
Vail, CO 81658
Telephone: 970-479-2100
Email: jmm(�a,hphclaw.com
If intended for Purchaser:
Vail Valley Medical Center
181 West Meadow Drive
Vail, CO 81657
Telephone: 970-477-5187
Email: kirchner(c�wmc.com
Attn: Doris J. Kirchner, President and CEO
And: The Steadman Clinic, PLLC
181 West Meadow Drive, Suite 400
Vail, CO 81657
Telephone: 970-476-1100
Email: steadmanlnn,steadmanclinic.com
Attn: Lyon F. Steadman
with a copy to: Donald R. Auten, Esq.
Duane Morris LLP
30 South 17�' Street
Philadelphia, PA 19103-4196
Telephone: 215-979-1969
Email: Auten(�a,duanemorris.com
with a copy to:
Messner & Reeves, LLC
1430 Wynkoop Street, Suite 300
Denver, Colorado 80202
Attn: Torben Welch, Esq.
Telephone: 3 03 -623 -1800
Email: twelchna,messner.com
or at such other address, and to the attention of such other person, as the parties shall give
notice as herein provided. All such notices, requests and other communications shall be
deemed to have been sufficiently given for all purposes hereof: (i) upon receipt at such
address if delivered in person or by overnight delivery, (ii) upon confirmed transmission
14
siaao�z
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARYINTERNET
FILESI CONTEN7: O UTLOOKI4R U7XJXPI PSA-FINA�3. DOC
if delivered by facsimile or electronic mail, or (iii) if mailed, upon deposit of both the
original and any required copies in a post office or official depository of the United States
Postal Service.
c. Entire Agreement; Modifications. This Contract embodies and constitutes the
entire understanding between the parties with respect to the transactions contemplated
herein, and all prior or contemporaneous agreements, understandings, representations and
statements (oral or written) are merged into this Contract. Neither this Contract nor any
provision hereof may be waived, modified, amended, discharged or terminated except by
an instrument in writing signed by the party against whom the enforcement of such
waiver, modification, amendment, discharge or termination is sought, and then only to
the extent set forth in such instrument.
d. A�plicable Law. THIS CONTRACT AND THE TRANSACTIONS
CONTEMPLATED HEREBY SHALL BE GOVERNED BY AND CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF COLORADO.
e. Ca tions. The captions in this Contract are inserted for convenience of reference
only and in no way define, describe, or limit the scope or intent of this Contract or any of
the provisions hereof.
f. Binding Effect. This Contract shall be binding upon and shall inure to the benefit
of the parties hereto and their respective heirs, executors, administrators, legal
representatives, successors, and permitted assigns. This Contract may not be assigned by
Seller without the consent of Purchaser. This Contract and Purchaser's rights hereunder
may not be assigned by Purchaser without the consent of Seller. This Contract is for the
sole benefit of Seller, Purchaser, and their respective heirs, executors, administrators,
legal representatives, successors, and permitted assigns and no third party is intended to
be a beneficiary of this Contract.
g. Time is of the Essence. With respect to all provisions of this Contract, time is of
the essence. However, if the Closing or the final date of any period which is set out in
any provision of this Contract falls on a Saturday, Sunday or legal holiday under the laws
of the United States or the State of Colorado, then, and in such event, the Closing or such
period shall be extended so that the Closing or the last day of such period falls on the next
day which is not a Saturday, Sunday or legal holiday.
h. Counterpart Execution. This Contract may be executed in multiple counterparts.
A facsimile copy of this Contract bearing the signature of a party hereto shall be
sufficient to bind such party to the terms of this Contract.
i. Limitation on Purchaser's Liabilitv. Notwithstanding any provision contained in
this Contract or any of the documents to be executed by Purchaser at Closing
(collectively, the "Purchase Documents"), the representations, warranties, indemnities,
undertakings, covenants and agreements of Purchaser (collectively, "Purchaser's
Undertakings") under the Purchase Documents shall not constitute personal obligations
of the officers, directors, employees, agents, trustees, partners (direct or indirect),
15
siznoiz
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARYlNTERNET
FILESI CONTEN7:OUTLOOKI4RU7XJXPIPSA-FINAL-3.DOC
members (direct or indirect), representatives, stockholders or other principals or
representatives of Purchaser, and no personal liability or personal responsibility of any
sort with respect to any of Purchaser's Undertakings or any alleged breach thereof is
assumed by, or shall at any time be asserted or enforceable against any of the officers,
directors, employees, agents, trustees, partners, members, representatives, stockholders or
other principals or representatives of Purchaser.
j. Governmental Immunitv. Except as expressly provided in this Contract, Seller
and its officers and employees are relying on, and do not waive or intend to waive by any
provision of this Contract, the monetary limitations (presently one hundred fifty thousand
dollars ($150,000) per person and six hundred thousand dollars ($600,000) per
occurrence) or any other rights, immunities, and protections provided by the Colorado
Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise
available to Seller and its officers or employees.
k. Land Use Anplications. All parties to this Contract understand and acknowledge
that, when reviewing land use applications, Seller acts in a quasi judicial capacity.
Notwithstanding any other provision of this Contract, nothing in this Contract shall
constitute an obligation by Seller to make any particular decision on any land use
application that may come before Seller relating to the MOB, and nothing in this Contract
shall imply that Seller has pre judged any such application. Seller will review all land
use applications relating to the MOB in compliance with the Vail Town Code and other
applicable law.
1. Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any
financial obligation of Seller not performed during the current fiscal year is subject to
annual appropriation, and thus any obligations of Seller hereunder shall extend only to
monies currently appropriated and shall not constitute a mandatory charge, requirement,
debt or liability beyond the current fiscal year.
m. Exhibits. Each of the exhibits attached to this Contract is incorporated herein by
reference.
EXECUTED by Seller this day of , 2012.
SELLER:
THE TOWN OF VAIL, COLORADO
Stan Zemler, Town Manager
16
5/2/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF7IWINDOWSITEMPORARYlNTERNET
FlLESI CONTEN7: O UTLOOKI4R U7XJXPI PSA-FINAL-3. DOC
EXECUTED by Purchaser this day of , 2012.
PURCHASER:
VAIL MOB, LLC, a Colorado limited liability company
By: The Steadman Clinic, Professional LLC, Member
By:_
Name:
Title:
And
By: Vail Clinic, Inc. d/b/a, Vail Valley Medical Center,
Member
By:_
Name:
Title:
17
S/1/1011
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARY INTERNET
FlLESI CONTENT.OUTLOOKI4RU7XJXPIPSA-FINAL-3.DOC
EXHIBIT A
PROPERTY DESCRIPTION
Property Address:
75 S Frontage Rd
Vail, Colorado 81657
County of Eagle, State of Colorado
Legal Description:
A PART OF THE SOUTHEAST QUARTER OF SECTION 6 TOWNSHIP 5 SOUTH,
RANGE 80 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF
COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 6 THENCE NORTH
00 DEGREES 28 MINUTES 16 SECONDS WEST AND ALONG THE EAST LINE OF SAID
SOUTHEAST QUARTER 72.75 FEET TO A POINT, SAID POINT BEING 110.00 FEET
NORTHEASTERLY FROM THE SOUTHEASTERLY RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 AS MEASURED AT RIGHT ANGLES THERETO; THENCE NORTH 79
DEGREES 46 MINUTES 11 SECONDS WEST AND ALONG A LINE PARALLEL TO SAID
SOUTHEASTERLY RIGHT OF WAY LINE 145.50 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 16 DEGREES 08 MINUTES 47 SECONDS EAST, 63.50
FEET; THENCE NORTH 72 DEGREES 03 MINUTES 02 SECONDS WEST, 226.70 FEET;
THENCE NORTH 68 DEGREES 08 MINUTES 34 SECONDS WEST, 201.00 FEET; THENCE
NORTH 66 DEGREES 43 MINUTES 48 SECONDS WEST, 164.39 FEET; THENCE
CONTINUING ALONG THE AFORESAID COURSE 238.00 FEET; THENCE SOUTH 25
DEGREES 53 MINUTES 00 SECONDS WEST, 47.79 FEET; THENCE SOUTH 41 DEGREES
24 MINUTES 53 SECONDS EAST, 183.50 FEET TO A POINT OF CURVE; THENCE
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 197.40 FEET, A CENTRAL
ANGLE OF 30 DEGREES 47 MINUTES 4 SECONDS, AN ARC DISTANCE OF 106.10
FEET; THENCE SOUTH 72 DEGREES 12 MINUTES 37 SECONDS EAST, 183.50 FEET TO
A POINT OF INTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 SAID LINE BEING 110.00 FEET NORTHEASTERLY FROM THE
SOUTHEASTERLY RIGHT OF WAY LINE OF U.S. HIGHWAY NO. 6 AS MEASURED AT
RIGHT ANGLES THERETO; THENCE SOUTH 79 DEGREES 46 MINUTES 11 SECONDS
EAST AND ALONG SAID NORTH RIGHT OF WAY L1NE 397.56 FEET TO THE TRUE
POINT OF BEGINNING,
EXCEPTING THEREFROM THAT PORTION OF SAID PROPERTY DESCRIBED IN DEED
RECORDED JULY 14, 1971 IN BOOK 221 AT PAGE 6.
18
5/1/2012
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARYlNTERNET
FILESI CONTEN7:OUTLOOKI4RU7XJXPIPSA-FlNAG3.DOC
EXHIBIT B
LIST OF PERMITS
CDOT:
Lease Agreement and/or Special Use Permit for construction staging and crane boom swings
in/over the right-of-way
Lease Agreement and/or Special Use Permit for Soil Nail Retention in the right-of-way
Lease Agreement and/or Special Use Permit and/or Utility Permit for permanent dewatering in
the right-of-way
Lease Agreement and/or Special Use Permit for private pedestrian bridge over frontage road
Special Use Permit for potholing on the Frontage Road
Utility Permits for utility construction and operation
Special Use and/or Landscaping Permit for landscaping in/near the right-of-way
Access Permits to Frontage Road for driveways
Town of Vail:
Approved Development Plan Pursuant to "Chapter 9- Article C- General Use (GU) District" of
the Vail Town Code
Town of Vail Building Permit pursuant "Title 10 - Building Regulations" of the Vail Town Code
Town of Vail Demolition Permit.
19
snizo�z
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF71 WINDOWSITEMPORARYlNTERNET
FlLES I CONTENT. O UTLOOKI4R U7XJXPI PSA-FINAL-3. DOC
EXHIBIT C
FORM OF SPECIAL WARRANTY DEED
SPECIAL WARRANTY DEED
THIS DEED, Made this day of , 20_, between THE TOWN OF VAIL, a
Colorado home rule municipality ("Grantor") and VAIL MOB, LLC, a Colorado limited liability
company whose principal office address is 181 West Meadow Drive, Vail, Colorado 81657
("Grantee"):
WITNESSETH, That the Grantor, for and in consideration of the sum of FNE MILLION
AND NO/100THS DOLLARS ($5,000,000.00), the receipt and sufficiency of which is hereby
acknowledged, have granted, bargained, sold and conveyed, and by these presents do grant, bargain,
sell, convey, and conform, unto the Grantee and his heirs, successors and assigns forever, all the real
property, together with improvements, if any, situate, lying and being in Eagle County, State of
Colorado,
A PART OF THE SOUTHEAST QUARTER OF SECTION 6 TOWNSHIP 5 SOUTH,
RANGE 80 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF EAGLE, STATE OF
COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHEAST CORNER OF SAID SECTION 6 THENCE NORTH
00 DEGREES 28 MINUTES 16 SECONDS WEST AND ALONG THE EAST LINE OF SAID
SOUTHEAST QUARTER 72.75 FEET TO A POINT, SAID POINT BEING 110.00 FEET
NORTHEASTERLY FROM THE SOUTHEASTERLY RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 AS MEASURED AT RIGHT ANGLES THERETO; THENCE NORTH 79
DEGREES 46 MINUTES 11 SECONDS WEST AND ALONG A LINE PARALLEL TO SAID
SOUTHEASTERLY RIGHT OF WAY LINE 145.50 FEET TO THE TRUE POINT OF
BEGINNING; THENCE NORTH 16 DEGREES 08 MINUTES 47 SECONDS EAST, 63.50
FEET; THENCE NORTH 72 DEGREES 03 MINUTES 02 SECONDS WEST, 226.70 FEET;
THENCE NOR`TH 68 DEGREES 08 MINUTES 34 SECONDS WEST, 201.00 FEET; THENCE
NORTH 66 DEGREES 43 MINUTES 48 SECONDS WEST, 164.39 FEET; THENCE
CONTINUING ALONG THE AFORESAID COURSE 238.00 FEET; THENCE SOUTH 25
DEGREES 53 MINUTES 00 SECONDS WEST, 47.79 FEET; THENCE SOUTH 41 DEGREES
24 MINUTES 53 SECONDS EAST, 183.50 FEET TO A POINT OF CURVE; THENCE
ALONG A CURVE TO THE LEFT HAVING A RADIUS OF 197.40 FEET, A CENTRAL
ANGLE OF 30 DEGREES 47 MINUTES 4 SECONDS, AN ARC DISTANCE OF 106.10
FEET; THENCE SOUTH 72 DEGREES 12 MINUTES 37 SECONDS EAST, 183.50 FEET TO
A POINT OF 1NTERSECTION WITH THE NORTH RIGHT OF WAY LINE OF U.S.
HIGHWAY NO. 6 SAID LINE BEING 110.00 FEET NORTHEASTERLY FROM THE
SOUTHEASTERLY RIGHT OF WAY L1NE OF U.S. HIGHWAY NO. 6 AS MEASURED AT
RIGHT ANGLES THERETO; THENCE SOUTH 79 DEGREES 46 MINUTES 11 SECONDS
EAST AND ALONG SAID NORTH RIGHT OF WAY LINE 397.56 FEET TO THE TRUE
POINT OF BEGINNING,
20
S/2/2012
C: I USERSILDONALDSOMAPPDAT,9ILOCALIMICROSOF71 WlNDOWSITEMPORARYINTERNET
FlLESI CONTENT:OUTLOOKI4RU7XJXPI PSA-FlNAL-3.DOC
EXCEPTING THEREFROM THAT PORTION OF SAID PROPERTY DESCRIBED IN DEED
RECORDED JULY 14, 1971 IN BOOK 221 AT PAGE 6.
also known by street and number as: 75 S. Frontage Road, Vail, Colorado
TOGETHER with all and singular the hereditaments and appurtenances thereto belonging,
or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues
and profits thereof, and all the estate, right title, interest, claim and demand whatsoever of the
Grantors, either in law or equity, or, in and to the above bargained premises, with the hereditaments
and appurtenances subject, however, to those matters described on EXHIBIT A attached hereto
and made a part hereof (collectively, the "Permitted Exceptions").
TO HAVE AND TO HOLD the said premises above bargained and described with the
appurtenances, unto the Grantee, his successors and assigns forever. The Grantors, for themselves,
their successors and assigns, do covenant and agree that they shall and will WARRANT AND
FOREVER DEFEND the good and marketable title of above-bargained premises and the quiet and
peaceable possession of the Crrantee, his heirs, successors and assigns, against all and every person
or persons claiming the whole or any party thereof, by, through or under the Grantors, except for:
general taxes and assessments for the year 20_ and subsequent years; subject to all easements,
reservations, restrictions, covenants and rights of way of record, if any; and additionally excepting
the Peimitted Exceptions.
IN WITNESS WHEREOF, The Grantor has executed this Special Warranty Deed the day
and year first above written.
GRANTOR:
THE TOWN OF VAIL, a Colorado home rule
municipality
By:
Name:
Its:
STATE OF COLORADO )
)ss.
COUNTY OF EAGLE )
The foregoing instrument was acknowledged before me this _ day of 20_, by
whose title is of the Town of Vail, a Colorado home rule
municipality.
Witness my hand and official seal.
My commission expires:
Nota.ry Public
21
sizizo�2
C: I USERSILDONALDSOMAPPDATAILOCALIMICROSOF7IWINDOWSITEMPORARYINTERNET
FlLES I CONTEN7: O UTLOOKI4R U7XJXPI PSA-FINAL-3. DOC
11. Default and Remedies.
a. Purchaser's Default. In the event of a material default by PurchaserYr'�Y
�
�e�e-�k�ree�-�e�°'��eee���e-�t� under this Contract, and such
default€a�e remains uncured for a period of thirty (30) days following written notice
thereof from Seller to Purchaser, then Seller may elect, as Seller's sole remedy, to
terminate the Contract and recover from Purchaser Seller's actual direct ���--�-out-
of-pocket costs related to this Contract up to the date of default, or the amount of TWO
MILLION AND NO/100 DOLLARS ($2,000,000.00), whichever is less. Seller
expressly waives the remedies of specific performance and additional damages.
b. Seller's Default. In the event of a material default by Seller '� �" �'�„a�*����
,
D�c�rase�raeee�ee—�}� under this Contract, and such default€a�e remains
uncured for a period of thirty (30) days following written notice thereof from Purchaser
to Seller, then Purchaser may elect, as Purchaser's sole remedy, to terminate the Contract
and recover from Seller Purchaser's actual direct third-party out-of-pocket costs related to
this Contract up to the date of default, or the amount of TWO MILLION AND NO/100
DOLLARS ($2,000,000.00), whichever is less. Purchaser expressly waives the remedies
of specific performance and additional damages.