HomeMy WebLinkAbout2006-12 Approving the Purchase of Land known as Parcel No. 210311415019RESOLUTION NO. 12
Series of 2006
A RESOLUTION APPROVING THE PURCHASE OF LAND IN THE TOWN OF VAIL
COMMONLY KNOWN AS PARCEL N0.210311415019 BY THE EAGLE COUNTY
ASSESSOR'S OFFICE, AND LEGALLY DESCRIBED AS PARCEL A, A
RESUBDIVISION OF TRACT D, A RESUBDIVISION OF VAIL SCHONE FILING NO. 1,
TOWN OF VAIL, EAGLE COUNTY, 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"); and
WHEREAS, the members of the Town Council of the Town (the "Council") have
been duly elected and qualified; and
WHEREAS, the Council considers it in the interest of the public health, safety
and welfare to purchase the real property and improvements thereon with the physical
address of 2399 N. Frontage Road, Vail, Colorado, commonly known as Parcel No.
210311415019 by the Eagle County Assessor's Office, and legally described as Parcel
A, a resubdivision of Tract D, a resubdivision of Vail Schone Filing No. 1, Town of Vail,
Eagle County, Colorado (the "Property"); and
WHEREAS, the Council's approval of this Resolution No. 12, Series 2006, is
required to purchase the Property.
NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO THAT:
1. The agreement to buy and sell the Property is hereby approved by the
Council.
2. The Town Manager, Town Attorney and town staff are authorized to take
whatever steps are necessary to complete the purchase of the Property
by the Town of Vail.
3. This resolution shall take effect immediately upon its passage.
INTRODUCED, PASSED AND ADOPTED at a regular meeting of the
Town Council of the Town of Vail held this 18t" day of April, 2006.
L
S •A~
A~ E~T:ORAD~r~~~~ ~~-~~~~'a.~to~lei Donaldson,
Town Clerk
4~-
todney .Slifer,
Mayor of the Town o Vaii, Colorado
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The printed portions of this forth, except differentiated additions, have been approved by the Colorado Real
Commission. (CBS 2-7-04)
THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTII~S ~HAU?G
CONSULT LEGAL AND TAX OA OTHER COUNSEL ~FFtlt]~ S~G1Vi~11~,.,~; ;:.-~, ~ :'~`A2 ~ ~~ ~ ~ ~°- ~ ,
9
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CONTRACT TO BUY AND SELL Ii~EAL ESTATE ~ ~ ~~ ~ ~~ ~;~ ~ ~'~ :::
COMMERCIAL)
Date; ~pri1 l2 , 2006
Purchase Price: $ 2 , 000, 000..
1. AGREEMENT. Buyer agrees to buy, and the undersigned Seller agrees to sell, the Proi
defined below on the terms and conditions set forth in this contract.
Z. DEFINED TERMS.
a. Buyer. Buyer, Town of Vail, a Colorado Municipal Corporat~9~r
title to the real property described below as O Joint Tenants O Tenants In Common
Other N/A
b. Property. The Property is the following legally described real estate:
Vail Dag Schone Filing 1, Parcel A, a resubdivision of Tract D
in the County of Ea Ele ,Colorado, j
commonly known as t3o, 2399 Borth Frontage Road West, Vail, CO 81657
Street Address City State Zip
together with the interests, easements, rights, benefits, improvements and attached fixtures appuriet- t
thereto, all interest of Seller in vacated streets and alleys adjacent thereto, oxcept as herein exaludod.
c. Dates and Deadlines.
Item >vo.
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Event
Loan Application Deadline
Loan Commitment Deadline
Buyer's Credit Information Deadline
Disapproval of Buyer's Credit Deadline
Existing Loan Documents Deadline
Objection to Existing Loan Documents Deadline
Approval of Loan Transfer Deadline
Appraisal Deadline
Title Deadline
Survey Deadline
Survey Objection Deadline
Document Repuest Deadline
Title Objection Deadline
Off-Record Matters Deadline
Off-Record Matters Objection Deadline
Seller's Property Disclosure Deadline
Inspection Objection Deadline
Resolution Deadline
Property Inswance Objection Deadline
Closing Date
Possession Date
Possession Time
Acceptance Deadline Date
Acceptance Deadline Time
Date or De~~i
N/A '"
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5/22/06* ~ 1
22/06
5/20/06
5%L1/Ub it
CBS 2-7-04
P Tj environmental Aas3
CONTRACT TO BUY AND SELL REAL ESTATE [COMhIERC7AL)
5 /'1
5/22/06
i 5/30/06, ` I~
5/22/Ub'.
C /5 j06
6/19/06 ':
N/A s.
See >Kxla~~,I.
tiPP;:
SeerExhibi.
4/14/06
s:UU p,rn ;
6/25/06
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d. Attachments. The following are a part of this contract: N/A
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34 Note; The following disclosure forms are attached but are not a part of this contract:
N/A
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37 e. Applicability of Terms. A check or similar mark in a box means that such provision '~ ;
38 applicable. The abbreviation "NIA" means not applicable. The abbreviation "MEC" (mutual execution
39 this contract) means the latest date upon which both parties have signod this contract.
40 3. INCLUSIONS AND EXCLUSIONS. The Purchase Price includes the following ite
41 (Inclusions):
42 a. Futures. If attached to the Property on the date of this contract, lighting, heatu
43 plumbing, ventilating, and air conditioning fixtures, inside telephone wiring and connecting blocks/jac
44 plants, mirrors, floor coverings, in SeemEx~it~~~.,t Qrinkler systems and controls; and
45 ~xh
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47 b. Exclusions. The following attached ues are e~ccluded fro»t this sgle;
48 ~~
49 c. Personal Property. If on the Property whether attachod or not on the dgGG ~f t1l~S ~~; .
50 storm windows, storm doors, window and porch shades, awnings, blinds, screens, window coverings, c
51 rods, d~e_ry rods, storage sheds, and a71 keys. If checked, the following are included: f~ISmoke/F
52 Detectors Security Systems; and ca Rh registers excluded
53
54 d. Transfer of Personal Property. The Personal Property to be conveyed at Closing shall b
55 conveyed, by Seller, free and clear of all taxos, (except personal property taxes for the year of closing), lie
56 and encumbrances; except
57 i
Conveyance shall be by bill of sale or other applicable legal instrument.
e. Trade Fixtures. With respect to trade fixtures, Seller and Buyer agree as follows:
60
61 See Exhibit A
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63 4. PURCHASE PRICE AND TERMS. The Purchase Price set forth below shall be payable in U.
64 Dollars by Buyer as follows;
b5
Item 1'~0. Reference Item Amount Amou 't
I § 4 Purchase Price $ 2 000 000
2 ~ 4a Earnest Money $ 25 ,~
3 § 4b(1) New First Loan
4 ~ 4b(2) New Second Loan
5 § 4c Assumption Balance ~~ "'" ` ~~ "
6 § 4d Seller or Private Financing - «: = :°~ ' 'rt"~
a: ,
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9 "' & 4e Cash at Closing ~ 1, 975 0°
10 TOTAL $ 2, 000 , 000 $ 2 , OO~I
66 Note: If there is an inconsistency between the Purchase Price on the first page and this § 4, the amount; i
67 ~ 4 shall control. ~ ~ .
68 a. Earnest Money. The 8amest Money set forth in this section, in the form of. g T tatl 6 ~ a:
b9 is part payment of the Purchase Price and shall be payable to and held by Land Title Guaran~ee ~
TO (Earnest Money Holder), in its trust account, on behalf of both Seller and Buyer. The Earnest Money depos ~ ,
71 shall be tendered with this contract unless the parties mutually agree and set forth a different deadline ~
72 writing for its payment. The parties authorize delivery of the Earnest Money deposit to the closing compa~h
73 if any, at or before Closing. In the event Earnest Money Holder has agreed to have interest an earnest move , '
deposits transferred to a fund established for the purpose of providing affordable housing to Colored
residents, Seller and Buyer acknowledge and agree chat any interest accruing on the Earnest Money deposite'
76 with the Earnest Money Holder in this transaction shall ba transforred to such fund.
CBS 2-7-04 CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page 2 of 111
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b. New Loan. N/A
1) New First LOan. Buyer shall obtain a new loan set forth in this section
follows: ^ Conventional ^ Other
This loan vKill be secured by a (1st, 2nd, etc.) deed oftrust.
The total Loan amount, not in excess of $ ,shall be amortized over
period of years at approximately S per month including principal and interest no
to exceed % per annum, plus, if required by Buyer's fender, a monthly deposit of l/l~ of tit
estimated annual real estate taxes and property insurance premium, if the loan is alt adjustable i~tt~rtst tsxQ,lr!
graduated payment loan, the monthly payments and interest rate initially shall not exceed the f!(~tl.S~ srtf .,.
above.
Loan discount points, if any, shall be paid to lender at Closing and shall not exceed °lo of
total loan amount. Notwithstanding the loan's interest rate. the first ,_,,, loan discount points shall be paid by
and the balance, if any, shall be paid by
b dyer shall timely pay Buyer's loan costs and a loan origination fee not to exceed % of th~
loan arhount.
2) New Second Loan. Buyer shall obtain a new foan set forth in this section asl
follows: N/A
This loan will be securod by a (2nd, etc.) deed of trust.
The total loan amount, not in excess of $ ,shall be amortized over a
period of years at approximately $ per month including principal and interest not to
exceed % per annum. 1P the loan is an adjustable interest rate or graduated payment loan, the
monthly payments and interest rate initially shall not exceed the figures set forth above.
Loan discount points, if any, shall be paid to lender at Closing and shall not exceed % of the
total loan amount. Notwithstanding the loan's interest rate. the first ~ loan discount points shall be paid by
and the balance, if any, shall be pard by
Buyer shall timely pay Buyer's loan costs and a loan origination fee not to exceed % of
the loan amount.
c. Assumption. Buyer agrees to assume and pay an existing loan in the approximate amount
of the Assumption Balance set forth in this section, presently payable at $ /A per month
including principal, interest presently at ____°rf° per annum. and also including escrow for the following as
indicated: O Real Estate Taxes ^ Property Insurance Premium and
Buyer egrets to pay a loan transfer fee not W exceed $ At the time. p('
assumption, the new interest rate shall not exceed _% per annum and the new monthly I?,ayrAGllt sb~l ru~#
exceed $ principal and interest, plus escrow, if any, If the actual pttincip~l brtlal~tce of >,
existing loan at Closing is less than the Assumption Balance, which causes the amount of c>tslt rGqu,ilre~,a.„
Buyer at Closing to be increased by more than $ ,then O Buyer May Terminate this contract
effective upon receipt by Seller of Buyer's written notice oftermination or O .
sSalber ^ 5hali D Shall Not be released from liability on said loan. If applicable, compliance with
the requirements for releasr from liability shall be evidenced by delivery at Closing of an appropriate letter of
commitment from lender. Cost payable for release of liability shall be paid b~~ in an
amount not to exceed $
d. Salter or Private Financing. Buyer agrees to execute apromissory note payable to: N/A
as ^ Joint Tenants ^ Tenants fn
Common ^ Other, , on the note form as indicated:
O (tfCCC - No Default Rste) NTD 82-5-04 ^ (Default Rate)NTD 8]-5-04
Other secured by a (Ist, 2nd, etc.) deed of trust
encumbering the Property, using the form as indicated: Q Strict pue-On-Sale (TD 72-5-04)
Creditworthy (TD 73-5-04) ^ Assumable -Not Due On Sale lTp 74-5-04) ^ Other
The promissory note shall be amortized on the basis of ^ Years ^ Months, payable at
per month including principal and interest at the rate of % per annum. Payments:
shall commence and shall be due on the day of each succeeding month. (f not
sooner paid, the balance of principal and accrued interest shall be due and payable
after Closing. Payments ^ 5haU O Shall Not be increased by I /12 of estimated annual real estate taxes,
and ^ Shalt ^ Shall Not be increased by 1l12 of estimated annual property insurance premium. The loan
shall also contain the following terms: (I) if any payment is not received within , Calendar days after
its due date, a late charge of `% of such monthly payment shall be due, (2) interest on lender disbutsernettts
under the deed of trust shall be % per annum, (3) default interest rate shall be ,,,,,,,~,% per annum, (9~)~
Buyer may prepay without a penalty except and (~)
Buyer ^ Shall D Shall Not execute and deliver. at Closing, a Security Agreement and UCH*1
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C[iS 2-7.114 CONTRACT TO IIUY AND SELL REAL ESTATE (COMMERCIAL) Page 3 of LO
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138 Financing Statement granting the holder of the promissory note a f 1st, 2nd, etc.) lien on the pGCSOr
39 grope{~included in this sale.
0 Buyer ^ Shall ^ Shall Not provide a mortgagee's title insurance policy, at Buyer's expense.
41 e. Cash at Closing. All amounts paid by Buyer at Closing including Cash at Closing, ply
142 Buyer's closing costs, shall be in funds which comply with all applicable Colorado laws, which include cos
143 electronic transfer funds, certified check, savings and loan teller's check and cashier's check (Good Funds).
l44 S. FINANCING CONDITIONS AND OBLIGATIONS. N/A
145 n. Loan Application. If Buyer is to pay all or part of the Purchase Price by obtaining a n~
146 loan, or if an existing loan is not to be released at Closing, Buyer, if required by such lender, shall make
147 verifiable application by Loan Application Deadline (§ 2c). Buyer shall cooperate with Seller end lender
148 obtain loan approval, diligently and timely pursue same in good faith, execute all documents and furnish e
149 information and documents required by lender, and, subject to § 4b (1 }and (2) and § 4q timely pay the cos
150 of obtaining such loan or lender consent. Buyer agrees to satisfy the reasonable requiremearts of lender, at
I S l shall not withdraw the loan or assumption application, nor intentionally cause any change in circumstanoi
152 that would prejudice lender's approval of the loan application or funding of the loan. Buyer may obta~
153 different financing provided Seller incurs no additional delay, cost or expense, and provided Buyer
154 approved for such substitute loan.
1 SS b• Loan Commitment. [f Buyer is to pay all or part of the Purchase Price by obtaining a ne~
156 loan as specified in § 4b, this contract is conditional upon Buyer obtaining awrittea loan commitment. Th
157 condition shell be deemed waived unless Seller receives from Buyer, no later than LoAa Coramitmea
158 Deadline (§ 2c), written notice of Buyer's inability to obtain such loan commitment. If svyar so aotilftt
159 Seller, this contract shall terminate. IF SELLER DOES NOT RECENE WRt• i,t.N.1110TICF Tl
160 •. TERMINATE AND BUYER DOES NOT CLOSE, BUYER SHALL $E AY DEFAULT.
161 G Credit information. If Buyer is to pay all or part of the Purchase PtticG by >>,~,g
162 promissory note in favor of Seller or if an existing loan is ant to be released at Closing, this Gt]IIt1'gClr;
163 conditional upon Seller's approval of Buyer's futancial ability and creditworthiness, which approval shall k
164 at Selpxttc~sole and absolute discretion. In such case: (I) Bayer shall supply to Seller by Buyer's Cred
165 Information Deadline (§ 2c), at Buyer's expense, information and documents concerning $uyers finanoia
166 employment and credit condition; (2) Buyer consents that Seller may verify Buyer's financial ability
creditworthiness (including obtaining a currant credit report); (3) any such information and documen~
received by Seller shall be held by Seller in confidence, and not released to others except to protect Seller
9 interest in this transaction; (4) if Seller does not provide written notice of Sellers disapproval to Buyer b
170 Disapproval of Buyer's Credit Deadline (§ 2c), then Sellarwaives~this condition. If Seller does provid
171 written notice of disapproval to Buyer on or before said date, this contract shall terminate.
172 d. Existing Loan Review. If an existing loan is not to be released at Closing, Seller shn
173 provide copies of the loan documents (including note, deed of trust, and any modifications) to Buyer b
174 Existing Loan Documents Deadline (§ 2c). This contract is conditional upon Buyer's review and approve
175 of the provisions of such loan documents. If written notice of objection to such loan doctments, signed b
17G Buyer, is not received by Seller by the Objection to Existing Loan Documents Deadline (§ 2c), Buye
177 accepts the terms and conditions of the documents. [f the lenders approval of a transfer of the Properly i
178 required, this contract is conditional upon Buyer obtaining such approval without change in the terms of sue
179 loan, except as set forth in § 4c. If lender's approval is not obtained by Approval o[ Loan Tranafia
l80 Deadline (§ 2c), this contract shall terminate an such date. If Seller is to be released from liability uncle
181 such existing loan and Buyer does not obtain such compliance as set forth in § 4c, this contracx may b
182 terminated at Seller's option.
183 6. APPRAISAL PROVISIONS. N/A
184 a. Appraisal Condition. This subsection a. D Shall ®Shall Not apply.
185 ., Buyer shall have the sole option and election to terminate this contract if the PlitfchaSO ~fite{1 GiLGG&Jl
186 the Property's valuation determined by an appraiser engaged by TItO. Gotttl~t sbe~
187 terminate by Buyer giving Seller written notice of termination and either a copy of such appraBaJ of write
188 ~totice.from lender that confirms the Property's valuation is less than the Purchase Price, received oa a
189 beforeA~lpsrnisal Deadline (§ 2c). If Seller does not receive such written notice of termination on or befor
190 Appraisal Deadline (§ 2c), Buyer waives any right to terminate under this subsection.
91 b. Cost of AppralsaL Cost of any appraisal to be obtained after the date of this contract slaw
192 be timely paid by $?:Buyer ^ Seller.
193 i. EVIDENCE OF TITLE.
l94 a. Evidence of Title. On or before Title Deadline (§ 2c), Seller shall cause to bo furnished t
195 Buyer, at Seller's expense, a current commitment for owner's title insurance policy (Title Commitment) in a
amount equal to the Purchase Price, or if this box is checked, ^ An Abstract of title certified to a currer
date. At Sellers expense, Seller shall cause the title insurance policy to be issued and delivered to Buyer e
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198 soon as practicable at or after Closing. If a title insurance commitment is furnished, it ~ Shall ^ Shall N~
99 commit to delete or insure over the standard exceptions which relate to:0 (1) parties in possession,
O1 (2) unrecorded easements,
202 (3) survey matters,
203 (4) any unrecorded mechanic's liens,
204 (5) gap period (effective date of commitment to date deed is recorded), and
205 (6) unpaid taxes, assessments and unredeemed tax sales prior to the year of Closing.
206 Any additional premium expense to obtain this additional coverege shall be paid by ^ Buyer I
207 Seller.
208 b. Copies of Exceptions. On or before Title Deadline (§ 2c), Seller, at Seller's expense, sht
209 fumishto Buyer and , (l) a cgpy ~.~
210 •~ plats, declarations, covenants, conditions end restrictions burdening the Property,~and (2) if a t(kle i~tulslr~
211 camtnitment is required to be furnished, snd if this box is checked [~ Coplea of upy Other Docllmants (q
2l2 if illegible, summaries of such documents) listed in the schedule of exceptions (Exceptions). Eve11 if the i?G
2l3 is not-checked, Seller shall have file obligation to furnish Q;~.,:: documents pursuant to this subsection
214 reques~~y Buyer any time on ar beforo Document Ret(uest Deadline (§ 2c). This requirement sha
215 pertain only to documents as shown of record in the offices of the clerk and recorder. The abstract or till
216 insurance commitment, together with any copies or sununarics of such documents famished pursuant to thi
217 section, constitute the title documents (Title Documents).
218 c. Survey. On or before Survey Deadline (§ 2c) Q Seller Buyer shall cause Buyer an
219 the issuer of the Title Commitment or the provider of the opi-~ion of title if an abstract, to receive a canner
220 Q Improvement Survey Plat Q Improvement Location Certificate .'^'~,~],~B Survev
221 (the description checked is known es Survey). An amount not to exceed $ ~ , UUU for Survey shall. b
222 paid by ~ Buyer ^ Seller. If the cost exceeds this amount, Buyer shall pay th
223 excess on or before Closing.
224 8. TITLE AND SURVEY REVIEW.
225 a. Title Review. Buyer shall have the right to inspect the Title Documents. Written notice b
226 Buyer of unmerchantability of title, form or content of Title Commitment or of any other unsatisfactory tiCl
227 condition shown by the Title Documents, notwithstanding § 12, shall be signed by or on behalf of Buyer an
given to Seller on or before Title ObJecNoa Deadline (§ 2c), or within five (5) calendar days after receipt. b
Buyer of any change to the Title Documents or endorsement io the Title Commitment together with a copy c
230 the document adding any new Exception to title. If Seller does not receive Buyer's notice by the dot
23 i specified above, Buyer accepts the condition of title as d isclosed by the Title Documents as satisfactory.
232 b. Matters not Shown by the Public Records. Seller shall deliver t0 Buyer, on or befor
233 Off-Record Matters Deadline (§ 2c) true copies of aU leases and surveys in Seller's possession pectairlirlg t
234 the Property and shall disclose to Buyer all easements, liens (including, without limitation, SoveNmRliiti
235 ~ improvements approved, but not yet installed) or other title ntattr;rs (including, without limitation, w•ights G
236 first refusal, and options) not shown by the public records of which Seller has actual knowledge. ~uyef s>fia;
237 have the right to inspect the Property to determine if any third party has any right in the Property not show
238 by the-public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy;
239 Written ~nmtia of any unsatisfactory condition disclosed by Seller or revealed by such inspection
24D notwithstanding § 12, shall be signed by or on behalf of Buyer and given to Seller on or before Off-Recdri
241 Matters Objection Deadline (§ 2c). If Seller does not receive Buyers notice by said date, Buyer accept
242 title subject to such rights, if arty, of third parties of which Buyer has actual knowledge.
243 c. Survey Review. Buyer shall have the right to inspect Survey. If written notice by or o;
244 behalf of Buyer of any unsatisfactory condition shown by Survey, notwithstanding § Sb or § 12, is receive
245 by Seller on or before Survey Objection Deadline (§ 2c) then such objection shall be deemed ~a
24G unsatisfactory title condition. If Seller does not receive Buyer's notice by Survey Objection Deadline
247 2c), Buyer accepts Survey as satisfactory.
248 d. Special Taxing Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TI
249 GENERAL OBLIGATION INDEBTEDNES3 THAT IS PAID BY REVENUES PRODUCED FROM AKNUAI
250 TAX LEVI1:5 ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS I1
25] SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED t11LL LEVIES AND EXCESSIVE TAd
252 IitURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES AR1,`5]
253 RESULTING IN TIIE INABILITY OF SUCH A DISTRICT TO DISCHARGE SCCH INDEBTEDNESI
254 WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DES'
255 FINANCING REQLJIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OI
SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCK DISTRICT SERVICING SUCH INDEBTEDNESS
AID THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES.
DS 2-7-(14 CONTRACT TO BUY AND SELL REAL ESTATE (COMMERCIAL) Page S otlQ " " `
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258 In the event the Property is located within a special taxing district and Buyer deslros to tt7migg
X59 this contract as a result, if written notice is received by Seller on or before OII'•RceArd M+ttt~rti Qpj~ctitl
0 ~~ Deadline (§ 2c), this contract shall than terminate. If Seller does not receive Buyer's ngtioa by such d1sNl
I Buyer accepts the effect of the Property's inclusion in such special taxing district attd waived the right
2G3 terminate.
2G3 .A a Right to Object, Cure. Buyer's right to object shall include, but not be Mtrited to thos
2G4 matters I~ed in § 12. If Seller receives notice of unmerchantability of title or any other unsatisfactory titl
2G5 condition or commitment terms as provided in subsections 8 a, b, c and d above, Seller shall use reasoaabl
2GG efforts to correct said items and boar any nominal expense to correct the same prior to Closing. If sue
2G7 unsatisfactory title condition is not corrected to Buyer's satisfaction on or before Closing, this contract shat
2G8 then terminate; provided, however, Buyer may, by written notice received by Seller on or before Closih
2G9 waive objection to such items.
270 f. Title Advisory. The Titre Documents affect the title, ownership and use of the Propa
271 and should be reviewed carefully. Additionally, other matters not reflected in the Title Documents rna
272 affect the title, ownership and use of the Properly, including without limitation boundary lines an
273 encroachments, area, zoning, unrecorded easements and claims of easeTrtents, leases and other unrecorde
274 agreements, and various laws and governmental regulations concerning land use, development an
275 environmental matters. The surface estate may be owned separately from the underlyitogmineral estat
27G and transfer of the surface estate does not necessarily include transfer of the mineral rights. Thir
277 pArties may hold interests in oil, gas, other minerals, geothermal energy or water on or under th
278 Property, which interests may give them rights to enter and use the Property. Such matters may
279 excluded from the title insurance policy. Buyer is advised to timely consult legal counsel with respect to al
i
280 such matters as there aze strict time limits provided in this contract (e.g., Title Objection Deadline [¢ 2c] t3tt
281 Off-Record Matters Objection Deadline [§ 2c]).
282 4. LEAD-BASED PAINT. Unless exempt, if the improvements on the Property include oao or to
283 residential dwellings for which a building permit was issued prior to January I, 1978, this contract shall
284 void unless a completed Lead-Based Paint Disclosure (Sales) form is signed by Seller and l~G t~quiced rGg
285 restate licensees, which must occur prior to the parties signing this contract.
28G 1 D. PROPERTY DISCLOSURE, INSPECTION AND INSURABILITY; BUYER DISCI~QSUR~
287 On or before Seller's Property Disclosure Deadline (§ 2c), Seller agrees to provide Buyer with a writs .
disclos~r~e of adverse matters regarding the Property completed by Seller to the best of Seller's current actual
knowledge.
290 a. Inspection Objection Deadline. Buyer shall have the right to have inspections of th
291 physical condition of the Property and Inclusions, at Buyer`s expense. [f the physical condition of tine
292 Property or inclusions is unsatisfactory in Buyer's sabjective discretion, Buyer shall, an ar before Inspeetit-n
293 Objection Deadline (~+ 2c}:
294 (1) notify Seller in writing that this contract is terminated, or
295 (2) provide Seller with a written description of any unsatisfactory physical condition
29G which Huyer requires Seller to correct (Notice to Correct},
297 if written notice is not received by Seller on or before Inspection Objection Deadline (§ 2c), the
298 physical condition of the Property and Inclusions shall be deemed to be satisfactory to Buyer.
299 b. Resolution Deadline. If a Notice to Correct is received by Seller and if Buyer and Seller
300 have not agreed in writing to a settlement thereof on or before Resolution Deadline (§ 2c), this contract shill
301 terminate one calendar day following the Resolution Deadline (§ 2c), unless before such termiaation Seller
302 receives Buyer's written withdrawal of the Notice to Correct.
303 c. Insurnbility. This contract is conditioned upon Buyer's satisfaction, in Buyer's subjective
304 discretion, with the availability, terms, conditions and premium for property insurance. This contract shall
305 terminate upon Seller's receipt, on or before Property Insurance Objection Deadline (§ 2c) of Buyer's
30G written notice that such insurance was not satisfactory to Buyer. [f said notice is not timely received, Buyar
307 shall have waived any right to terminate under this provision. ~
308 d. Damage, Liens and Indemnity. Buyer is responsible for payment for all inspectivl~s,
309 surveys, engineering reports or for any other work performed at Buyers request 8nd shall play for arty dlltttt3j~
3 I 0 ~' which occurs tv the Property and inclusions as a result of such activities. Buyer shall not permit GI~&ittt3;Ot
3I I liens of any kind against the Property for inspections, surveys, engineering reports and for any other work
312 performed on the Property at Buyer's request. Buyer agrees to indemnify, protect and hold Seller harmless
313 From aid against any liability, damage, cost ar expense incurred by Seller in connection with any sut;tt
314 inspection, laim, or lien, This indemnity includes Seller's right to recover all costs and expenses incurred by
3 I S Seller to enforce this subsxtion, including Seller's reasonable attorney and legal fees. The provisions of ti~is
3 I G subsection shall survive the termination of this contract.
11. CLOSING. Delivery of deed from Seller to Buyar shall be at closing (Closing). Closing shall be pn
the date specified as Closing Date (§ 2c) or by mutual agreement at an earlier data. Tha hour and place!of
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Closing shall be as designated by
Land Title Guarantee
12. TRANSFER OF TITLE. Subject to tender or payment at Closing as required herein a
compliance by Buyer with the other terms and provisions Hereof, Seller shall execute and deliver a good a
sufficient general warranty deed to Buyer, at Closing, conveying the Property free and clear of ~
taxes except the genera] taxes for the year of Closing. Except as provided herein, title shall be conveyed fr
and clear of all liens, including any governmental liens for special improvements installed as of the date
Buyer's signature hereon, whether assessed or not. Title shall be conveyed subject to: ,
a. those specific Exceptions described by reference to recorded documents as reflected in~ t
Title Documents accepted by Buyer in accordance with § Ba (Titlt Review),
b. distribution utility easements,
c. those specifically described rights of third parties not shown by the public records of whip
Buyer has actual knowledge and which were accepted by Buyer in accordance with § Sb (Matters not Shvr
by the Public Records) and § Be (Survey Review),
d. inclusion of the Property within any special taxing district,
e. the benefits and burdens of any declaration and party wall agreements, if any, end
f. other~l/A
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at
before Closing from the proceeds of this transaction or from any other source. '
14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Gb~
Funds, it respective Closing costs and all other items required to be paid at Closing, except as othen~ui
provided herein. Buyer and Seller shall sign and complete all customary or reasonably, required documentsorbeforeClosing. Fees for real estate Closing services shall be paid at Closing by ~ One-half by Buys
and One-half by Seller ^ Buyer ^ Seller ^ Other ;
The local transfer tax of 1\'/A % of the Purchase Price shall be aid at Closing by ^ One
by Buyer and One-half by Seller ^ Buyer ^ Seller ^ Other Town ofp Vail is exempt f
Any sales and use tax that may accrue because of this transaction
be paid when due by ^ Buyer~Seller.
15. PRORATIONS. The following shall be prorated to Clasing Date (§ 2c), except as othe
provided:
a. Taxes. Personal property taxes, if any, and general real estate taxes for the year of Clc
based on ^ Taxes for the Calendar Year Immediately Preceding Closing ~ Most Recent Mill
and Moat Recent Assessment ^ Other
b. Rents. Rents based on ^ Rents Actually Received ^ Accrued. Security deposits
by Seller shall be credited to Buyer. Seller shall assign all leases to Buyer and Buyer shall assume
leases. N/A
c. Other Prorations. Water and sewer charges; interest on any continuing loan, and
d. Rival Settlement. Unless otherwise agreed in writing, these proratians shall be final.
16. POSSESSION. Possession of the Property shall be delivered to $uyer on Passessipp Date
Posae.salon Tiroe (§ 2c), subject to the following leases or tenancies: See Exhibit A
t,l~eller, a8er Closing, fails to deliver possession as specified, Seller shall be subject to eviction
shall be additionally liable to Huyer for payment of $ 500 per day from the Possession Date (§ 2c) i
possession is delivered.
17. NOT ASSIGNABLE. This contract shall not be assignable by Buyer without Seller's prior wr
consent, Except as so restricted, this contract shall inure to the benefit of and be binding upon the h
personal representatives, successors and assigns of the parries.
18. INSURANCE; CONDITION OF, DAMAGE TO PROPERTY AND INCLUSIONS. Excel
otherwise provided in this contract, the Property, Inclusions or both shall be delivered in the condi
existing as of the data of this contract, ordinary wear and tear excepted.
a. Casualty Insurance. In the event the Property or Inclusions shall be damaged by fir
other casualty prior to Closing, in an amount of not more than ten percent of the total Purchase Price, S~
shall be obligated to repair the same before the Closing Date (§ 2c). In the event such damage is
repaired within said time or if the damages exceed such sum, this contract may be terminated at the optio
Huyer by delivering to Seller written notice of termination. Should Buyer elect to carry out this cone
despite such damage, Buyer shall be entitled to a credit, si Closing, for all the insurance proceeds resu]
from such damage to the Property and Inclusions payable to Seller but not the owners' association, if
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379 plus the amount of any deductible provided for in such insurance policy, such credit not to exceed the tpta0PurchasePrice.
1 b. Damage, Inclusions and Services. Should any Inclusion or service (including systkrn
82 and components of.the Property, e.g. heating, plumbing, etc.) fail or be damaged between the date of 1
383 contract and Closing or possession, whichever shall be earlier, then Seller shall be liable far the r~pgi~q384 ~ replacement of such Inclusion or service with a unit of similar size, age and quality, ar an equivalent cxedit
365 but only to the extent that the maintenance or replacement of such llaclusion, service or fixture is not~hl386respo>Zsibility of the owners' association, if any, less any insurance proceeds received by Buyer coverings cl
387 repair placement.
388 G Walk-Through and Verification otCondition. Buyer, upon reasonable notice, shall h~v~389 the right to walk through the Property prior to Closing to verify that the physical condition of the Propr3rt~
390 and inclusions complies with this contract.
391 l9. KECOMMENDATION OF LEGAL AND TAX COUNSEL. By signing this document, Bu~+e~
392 and Seller acknowledge that the respective broker has advised that this document has important 1
393 consequences and has rec~,,...,ended the examination of title and consultation with legal and tax or ot~es394counselbeforesigningthiscontract. ~~
395 20. TIME OF ESSENCE, DEFAULT AND REMEDIES. Time is of the essence hereof. If any nbt~
396 or check received as Earnest Money hereunder or any other payment due hereunder is not paid, honored o~397 tendered when due, or if any other obligation hereunder is not performed or waived as herein provided, th r
398 shall be the following remedies:
349 a. if Buyer is in Default:
400 ^ (1) Specific Performance. Seller may elect to treat this contract as canceled, i
401 which case all payments and things of value received hereunder shall be forfeited and retained on behal o
402 Seller, and Seller may recover such damages as may be proper, or Seller may elect to treat this contrac ~
403 being in full force and effect and Seller shall have the tight to specific performance or damages, or both.
404 ~ (2) Liquidated Damages. All payments and things of value received hereunder s
405 be forfeited by Buyer and retained on behalf of Seller aad both parties shall thereafter be released from al
40G obligations hereunder. It is agreed that such payments and things of value are LIQUJDATED DAMAG
407 and (except as provided in subsection c) are SELLER'S SOLE AND ONLY REMEDY for Buyer's fail
408 perform the obligations of this contract. Sailer expressly waives the remedies of specific performance
additional damages.
b. iPSeller is in Default: Buyer nlay elect to treat this contract as canceled, in which cast; al
41 I payments and things of value received hereunder shall be returned and Buyer may recover such damag
412 may be~o~er, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall h v
413 the right to specific performance or damages, or both.
414 c. Costs and Expenses. In the event of any arbitration or litigation relating to this conic
415 the arbitrator or court shall award to the prevailing party all reasonable casts and expenses, including atto e
41G and legal fees.
417 21. MEDIATION. If a dispute arises relating to this contract, prior to ar after closing, and is o
418 resolved, the parties shall first proceed in good faith to submit the matter to mediation. Mediation i
419 process in which the parties meet with an impartial person who helps to resolve the dispute informally
420 confidentially. Mediators cannot impose binding decisions. The parties to the dispute must agree before y
421 settlement is binding, The partial will jointly appoint an acceptable mediator and will share equally in h
422 cost of such mediation. The mediation, unless otherwise agreed, shall terminate in the event the en 'r
423 dispute is not resolved within 30 calendar days of the date written notice requesting mediation is sent by n
424 parry to the other at the party's last known address. This section shall not alter any date in this contr ,
425 unless otherwise agreed.
426 22. EARNEST MONEY DISPUTE. In the event of arty controversy regarding the Earnest Money d'
427 things of value (notwithstanding any termination of this contract or mutual written instructions), Earn s
428 Money Holder shall not be required to take any action. Earnest Money Holder may await arty proceeding~or429atitsoptionandsolediscretion, interplead all parties and deposit any money or things of value into a cow~Il o
430 competent jurisdiction and shall recover court costs and reasonable attorney and legal fees.
431 23. TERMINATION. In the event this contract is terminated, all payments and things of v u ~
432 received hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to
433 ¢§ I Od, 21 and 22.
434 ~' 24. ADDITIONAL PROVISIONS. (The following additional provisions have not been approved
435 the Colorado Real Estate Commission.)
436
A~.,o See Exhibit A
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25. ENTIRE AGREEMENT, MODIFICATION, SURVIVAL. This agreement oonstilutes the er~tir
c..~.u4ct between the parties relating to the subject hereof, and any prior agreements pertaining ther~tcwhetheroralorwritten, have been merged and integrated into this contract. No subsequent modificatio a
any of the terms of this contract shall be valid, binding upon the parties, or enforceable unless made i.
writing and signed by the parties. Any obligation in this contract that, by its terms, is intended to b
performed after termination or Closing shall survive the same.
26. NOTICE, DELIVERY AND CHOICE OF LAW.
a. PhysieaC Delivery. Except for the notice requesting mediation described in § 21, ahd
except as provided in § 266 below, all notices must be in writing. Any notice to Buyer shall be effecti..ve
when received by Buyer or by Selling Brokerage Firm, and any notice to Seller shall be effective wh~n
received by Seller or Listing Brokerage Firrn. i
b. Electronic Delivery. As an alternative to physical delivery, any signed document ~n~
written notice may be delivered in electronic form by the following indicated methods only:$'S Facsimile; t
E-mail ^ None. Documents with original signatures shall be provided upon request of any party. i
c. Choice of Law. This contract and all disputes arising hereunder shall be governed by ~an~
construed in accordance with the laws of the State of Colorado that would be applicable to Colorado
residents who sign acoattact in this state for property located in Colorado. j
27. NOTICE OF ACCEPTANCE, COUNTERPARTS. This proposal shall expire unless accepte~ i,
writing, by Huyer and Seller, as evidenced by their signatures below, and the offering party receives notice a
acceptance pursuant to § 26 on or before Acceptance Deadline D9te (§ 2c) and Acceptance Deadline T)jrq~
2c).w If accepted, this document shall become a contract between Seller and Buyer. A copy of ~hi
docume~t,may be executed by each party, separately, and when each party has executed a copy thereof, s~rclcopiestakentogethershallbedeemedtobeafullandcompletecontractbetweentheparties. i
Date:Date:
Town of Vail, a Colorado Municipal Corp.
Buyer ,by: Stanley Zemler Buyer
4ddress:S ` F d Address:
Vail.Colorado 816 7
Phone N o.: ~7Q-47~-2106 Phone No.:
Fax No.:97 - 7 - 15 7 Fax No.:
NOTE:If this offer is being countered or rejected, do not sign this document. Refer to § 28~
Date: Date:
Wend Vail Partneranrp, Ltn.
Seller, by': Gary J. Miller, Managing Seller
Partner
Address; Post Office Box 1884 Address;
Dillon, Colorado t3U4:i5
Phone No.: 970-468-7570 Phone No.:
Fax No.: 970_468-6403 Fax No.:
e~
28. COUNTER; REJECTION. This offer is ^ Countered ^ Rejected.
lnitiale only of party (Buyer or Seller) who countered or rejected offer
END OF CONTRACT
Note: Closing Instructions and Earnest Money Receipt should be signed on or before Title Deadline2c).
i
BROKER ACKNOWLEDGMENTS. The undersigned Brokers acknowledge receipt of the Ear a :.
Money deposit specified in § 4 and, while not parties to the contract, agree to cooperate upon request i
any mediation conducted under § 21.
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500 The Selling Broker is a ^ Buyer's Agent ^Transaction-Broker in this transaction.
The Listing Broker is a ^ Seller's Agent OTransaction-Broker in this transaction.
503
504 BROKERS' COMPENSATION DISCLOSURE.
505 Selling Brokerage Firm's compensation or canntission is to be paid by ^ Listing Brokerage Firm
506 ^ Buyer ~] Other
507 '~
508 (To be completed by Listing Broker) Listing Brokerage Firm's compensation or commission is to be paid t
509 ^ Seller ^ Buyer ^ Other
slo
s~sll
51 Z Selling Brokerage Firm's Name;
513
514 Dnte;
S15 Broker
516 Address:
517 Phone No.: Fax No.:
518
519
520 Listing Brokerage Firm's Name:
521
522 Date;
523 Broker
524 Address:
525 Phone No.: Fax No.:
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EXHIBIT A
TO
CONTRACT TO BUY AND SELL REAL ESTATE
BETWEEN ll!~THE TOWN OF VAIL, A COLORADO MUNICIPAL CORPORATION ("BU . R")
AND
WEND VAIL PARTNERSHIP, LTD. ("SELLER") !
DATED APRIL 12, 2006 ~
I
1. To the extent of any inconsistency or conflict between the t~ ' of t
Exhibit A and the terms of the Contract, the terms of this Exhibit A shall control
2. Buyer recognizes that Seller is not currently the record title o of th
subject real property. Rather, Seller is currently a lessee of that property, wit ~ opti
to purak~se it, which Seller has exercised. The closing date of this Contr c hall b
120 days from the date Buyer approves this Contract, provided, howev r, Sell r
obtains record title to the subject real property prior ko the expiration of 12 ~ ys, th
closing date shall, upon agreement of the parties, be moved to an earlier dot , . ,
3. This Contract is expressly contingent upon Seller obtaining reC ~ ~ title 1
the subject real property within 120 days from the date of acceptance of this ~ ract ~
the Town of Vail. In the event Seller does not obtain record title to the s~u j;, ct re.
property within said 120 days, then this Contract shall be null and void and furthE
effect, and all earnest money shall be returned to Buyer. In addition, in the ~v ;,t of th
failure of this contingency, Seller shall reimburse Buyer in the amount i ` ctuall
incurred for the Phase II Environmental Assessment study and for title ~' surve
expenses, in an amount not to exceed a total of $20,000.
4. This Contract is also expressly contingent upon the Buyer being tisfiE
with the Phase II Environmental Assessment, which it shall obtain at its so e ' st ar
expense (except as set forth in paragraph no. 3 of this Exhibit A). If B ` i$ n
satisfied, then this Contract shall be null and void and of no further effe t, ' nd tt
earnest money shall be returned to Buyer. ;
e~° The parties acknowledge that the purchase price being paid y uyer
allocated as follows: $1,500,000 for the land and building, and $500;000 t r bury
Seller for various out of pocket expenses (including, by way of illustration o I ,~ for t~
fees, landscaping, retaining walls, and signage), as well as for Seder's furnit r , I ixturf
and equipment. Buyer acknowledges that the cash registers currently Ioc t in tF
building are not owned by Seller, and are not included in this purchas d sa
transaction.
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6. Upon closing, Seller shall lease back the property being tray
Buyer for the period from the date of closing to March 31, 2007, at a mon
6,000 per month, double net, which shall be pro rated from the date of c
parties acknowledge that the Town of Vail is not liable to pay property tax
included in the monthly rental of $6,000 an allocation for what the property
have been if owned by a private party and this was a triple net lease.
7. This contract is subject to Vail Town Council approval at
2006 ~e~ular meeting.
8. No real estate commission will be paid by or for the Town of
9. The earnest money will be delivered to Land Title within five d~
providing acceptable documentation showing ownership of the real property.
TOWN OF VAIL
By: Stanley Zemler
WEND VAIL PARTNERSHIP
By: Gary J. Miller, Managing
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