HomeMy WebLinkAbout1993-02 Authorizing the Purchase of the Vail Commons PropertyRESOLUTION NO. 2
SERIES 1993
A RESOLUTION AUTHORIZING THE PURCHASE OF
AN UNPLATTED PIECE OF LAND COMMONLY KNOWN AS
THE VAIL COMMONS PROPERTY,
AND MORE PARTICULARLY DESCRIBED IN EXHIBIT A
ATTACHED HERETO AND MADE A PART HEREOF ( "THE PROPERTY ").
WHEREAS, the Town Council believes it will benefit the public health, safety, and welfare
to purchase the property for open space, parks, or other purposes.
NOW, THEREFORE, be it resolved by the Town Council of the Town of Vail, Colorado:
1.The Town Manager is hereby authorized to enter into the contract to buy and sell
the property which is attached to this Resolution as Exhibit "A" and made a part hereof.
2.The Town Manager and the Town staff are authorized to take whatever steps are
necessary to complete the purchase of the property by the Town of Vail from Vail Commons, Ltd.
3.This resolution shall take effect immediately upon its passage.
INTRODUCED, READ, APPROVED AND ADOPTED this 2nd day of February, 1993.
Margar A. Osterfoss, Mayo
ATTEST:
Pamela A. Brandmeyer, Acting Town Clerk
MESOLU832
L
t
EXNOT "A„
LZGAL DESCRIPTION
That certain parcel of land situate.
lying and being in the County of Eagle,
State of Colorado, described as follows.
to wit:
All that portion o.f the East 3/2 of the Southeast 1/4 of Sec -
tjon li and the Northwest •1/4 'of thri South %:es: l.• ' 'of Section
12, Township 5 South, Range 81, West of the - 6th P. M., lying J
North of the- Northwesterly Right- of -S -Jay of Interstate Highway
No. 70, South of Vail Heitilit:s, Filing No. 1, Northeasterly of
Vail Dos Schone Filing No. 3, and Southwesterly of Huffer Creek.
Subaivision, excepting therefrom the following:
A parcel of land lying in the East 1; 2 of the Southeast
1/4 of said Section ll, described as: Commencing at the i
Northeast Corner of the Southwest 1/4 of 'the Southeast
1/4 of said Section 11) thence along the West line of
said East li2 of the Southeast 1/4 of Sectian ll, 1
W 354.15 feet to the Southerly V.ne of Chamonix Lame Right- -
of -Way, which is also the Southwest Corner of Vail Heights,
Filing No. 1; thence along said So , itherly line on the follow-
ing four - courses 1) N • 85 °13' 33" E 192.82 feet to a' point
of curve; 2) 278.55 feet along the arc of a 238.64 foot
r radius curve to the left those central angle is 64 "57' 33" and
vthose long chord bears N 52 044'46" E 256.2 feet to a point
of tangent; 3) 20 E 284-00 feet; and .(A) 82:24 feet
along the arc of a 227.38. foot radius curve to the right
whose-central angle is 20.43 and whose long chord
bears N 30 E 81.79' feet to the true point of be-1 ginning; thence continuing along said Southerly line of
Chamonix Lane Right-of-14 on the following two courses:
1) 51.35 feet along the tarc of a 327.38 foot radius curve
ito the right whose cnnL'ra inrla is 14 0 27106" and whose
long clior;l bears N E 57.20 Cret to a point of
tangent; and 2) N X5'26' 2g" £ 198.04 sect; thenc^_ S
43 0 06135" F. 469.11 feet to a point on the Northerly lines.
of Int*:rstaLa Ilighway No. 70 Right-- of -Ulay; thence South -
P. westerly along said Northerly line on the following two
courses: 1) S 44'02'56" W 11.00 feet to a point of
tangent . 2) 254.43. feet along the arc of a 5550.00
foot radius curve to the rigi -t whose central angle is
r 2 and whose long chor6 bears S 45'21 If 254&41
feet; thence N 42 657'47" W 506.70 * feet to the true point
of beginning,
M..PP MrMO ti 000'M.I/I I.1.
Legal Description
ii.
AdML
y The printcd r-MIlonr of lhlr loan s pprayed by the
Colorado ltat lalate cornmieriotf(C US) 519)
7111S IS A LEGAL INSTRUM13M. IF NOT UNDUMOOD, LEGAL, TAX OR 011 IM COUNSM SIIOULD nil CONSULTM nt3FORIl SiGN1NG.
VACANT LAND
CONTRACT TO BUY AND BELL REAL EBTATE
Seller's remedy Liquidated Damages or Specific Performance
Section 16)
I. PARTIES AND PROPERTY.
14
Th Tnwn of Vail
purchnser(s) (t'urchascr), ( joint tenants /tenants in common) agrees to buy, and the undersigned stiler(s) )Seller), agrees
to sell on the terms and conditions set forth in this contract, the following described real estate in the County ofEagleColorado, to wit:
See Exhibit A attached hereto and incorporated herein by reference.
known as No.
Street Address)
City, Stale, Zip)
together with all interest of Seller in vacated streets and alleys adjacent thereto, all casements and other appurtenances
thereto, nit improvements thereon and all attached fixtures thereon, except as herein excluded, and called the Property.
2. INCLUSIONS. The purchase price includes the following items (a) If attached to the Properly on the date of this contract:
lighting, healing, III umhiitg, vcnlilaIing, and air conditioning rtxluics, TV aolcnnas, water softcncrs, smok /burglar alarms,
security devices, inside w1cphone wiling and connecting bloc /jacks, plants, mirrors, fluor coverin &m, intercom systems,
built -in kitchen appliances, and sprinkler systems and controls; (b) if on the Properly whether attached or not on the date
ofthis contract: built -in vacuum systems (includingaccessories),alorm windows, storm floors, window and porch shat)cs,
awninp. blinds, screens, curtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heatlng stoves, storage
sheds, all keys and garage fluor openers including remote controls; and (c)
d) Water Rights. Purchase price to include the following wager tights: Al rights owned by Seller, if any
e) Growing Crops, With respect to the growing crops Scaler and Purchaser agree as follows: None
The above described included items (inclusions) are to be conveyed to Purchaser by Seller by bill of sale, none
deed or other applicable legal instrument(s) eight closing, free and clear or ail taxes, liens and encumbrances, except as
provided in section 10.
I'hc following attached fixtures are excluded from this sale:
1 PURCI IASE PRICL ANUTERMS. The purchase price she be $ 3,161,972.00 payable in U.S. dollars by
Purchaser as follows (complete the applicable terms below):
a) EARNEST MONEY.
10, 000.00 Ira the form of _a CheC
as earnest money deposit and part payment of the purchase price, payable to and held by
Seller
lKlltedf 1Fdt31c%ihF,ltY vA-grx"ttt>at atabwtls citar atotl> xalWatstxxKeatrcn6xxwkaaJ eot HOC>iv4k1<tKdoRxalteestxr txveX
Mx st lwg* 6 (y4"K "rAx,xitdfltrDe)k3<361R.
b) CASII AT CLOSING.
S 3 ,151 , 972 .00 to be paid by Purchaser at closing in cash, electronic transfer funds, certified check, savings and
loan iciler's check, or cashier's check. 1S+11l YcJixa[xMtl( R34ii hhlt!()rbf(YdCll 71KIfXEfdtll >lt9tit3)EtfBlis(ltaillC lXKJi>CX1i101C
c kXslSaK4F4ydc1i0fd4grxi4> fI g fdrblslk3s4KYdtl cu ) taaXo xx
OAN.
S b Purchaser obtaining a new loan.
T byhisloanwillbesecured a tc.)deed of
The new loan to Purchaser shall be amortize o io y _acs at approximately S
lie including principal an not to e per annum, plus, If required lay
i'urchascr's (ender, a ticposil o of the estimated annual real estate o crIy insurance premium, and
mortgage insuranc rertgurn. If the ban is an adjustable interest tale or graduated payment loa ,meats and interest
rat s tall not exceed the figures set forth above.
tI4 MM S/R9 VACANT LAND FARM AND RANCI I COM TO BUY A SELL RLtAL MATE Page 1016
Mt:Allirtct f ublirhing 502 Main V, Carbondale, CO $1623 (3111)9634027
Loan discount poin[s, if any, shall be paid to lender at closing and shall not exxed ~o of the total 1 n
amo nt. The first (1, 2, etc.) loan discount poinla shall be paid by ,and the balance, 'any,hall b aid by ,
Fur aser shall timely pay a loan origination fee not to exceed % of the tarn amount and Purc er's loan '
costs. Cast any appraise[ fvt loan purposes to be obtained after this date shall tic paid by upon loan
application as uircd by lender.
d) A55Uh PION.
S by Furchascr': assuming and agreeing to pay an existing loan in this proximate amount,presently payable at ! ~ per including principal, interetl pr fly al %o
pct annum, and including :crow for the following as intliwtccl:
teat estate t cs, ^ property insuratscc prcmiurn, ^ mortgage ins once prcmiunr,and Furchascr agrcea to pay a an transfer [ec not to exucd
s the time of assumption, the new interest rate shall not xeecd % per annum
and fife new payment shall not cxccc S plus esemw, if any.
Scllcr ^ ahnlt ^ slrnEl n[rt lCICrrSCll frOtlr tlr[Illllty Uft ailill IlWll. If ahllh • IIC, pmgrlianoc with the rcriuircrnCntxfurrclcasctruerfiahilitystrollbeevidencebyclelivcryatctusingofalrpruprialeIc1rfromlender. Wst payable fur rclcasc of
liability shall be paid by in an arnavnt not to exceed ~ ,
c) SLiLLi;R UR 1'ItIVA'1'L•'1'l1IKU-1'A 1Y f'1NANCINt.ii.
t by iurchaser exec 'ng a promissory noes p blc to:
on the rota form as indinted: (check one box)
Right•to-Cure NTD 82-11.83 ^ No
secured by a (lal,2nd,elc.) decd of trus ncumb
Strict Uuc-on-Salt (TD 72 1-53)
Assurnablc -Not due o ale (7'D 7411-53)
NTD $1-11.83
the Prop ty, using the fortrt as indicated: {check one box)
Creditw by {TD 7}11-83)
7'Lc promissory note sh be amortized on the basis oC years,, payabtt l ~ per
Including riueipal antl intcreat at the rata of % per ann 1'aymants :halt oomtsrenca
and that c due on the
day of each succeeding if not sooner paid, the balance of principal an accrued inleresl shall he
due and payable after closing. Payments ^ a II ^ shall not be
increased by ~ of estimated annual real estate taxes, and ^ shall ^ shall not be incre d by
of estimated an al property insurance prcmiuns.
The lu. shall also contain the fallowing terms as indicated: If any payment is not received within calendar days
alter its d c date, a lute charge of % of such payment shall be due. lntcrc~On Icnclcr
disburs tents under the decd of trust shall be % pct annum. Uefaull inlcrcal rate shall be ` %
pct a um.
Furchascr Gray prepay without a penalty except
ANCING CUNU3'17UN5 AND OBLIGA'1'lONS.
Loan Application(s). if Purchaser is to pay all or part of the purchase price as set forth in section 3 by obtai g a new
loan ar if a isling loan is not to be released at closing, Curchascr, if required by such lender, shall snake wrill application
within odor days from acceptance of this eonUacl. purchaser shall cooperate with Seller and 1 er to obtain loan
approval, diligently a timely pursue same in goat! faith, execute all documents and furnish all in anon anti documents
rcquircd by she lender, an ulrjcct to acction 3, timely pay the costs of abtainingsuch loan or Ian consent.
b) Lnan Approval. If 1' aser is to pay aft or part of the purchast pritx by abtsinin new loan as specified in section
3, Ihis contract is conclilianal upon der': approval of the now roan on or before lh .
If eat so apprnvecl by said date, this cant shad terminate. If the loan is so appr d, but such proceeds era not available w
Purchaser as requirc[I in section 5 (Gocxl 1~un at the lime of closing, clasin ail be extended one limn [or calcnclar
lays (not to cxccecl (5) floc). If sufficicnl funds are t then available, th' nt:acE whail terminate.
c) Carisling•Loan Review. Ilan existing loan is to bar cct at closing, Seller shall provide copies a[ the loan
documents (inclucling note, deed of trust, modifications) to aser within calendar days fto>» aooeptanx of this
contract. This contract is conditional upon Purchaser's tev' an royal of the provisions of such loan documents. Purchaser
canscnts to the provisions of such loan documcn no written o ' tiara is received by Seller ar Listing Company from
Furchascr within calendar days from ' chaser`s retxipt of such umcnls. If the lender's approval o[ s lransfcr of
the Craperly is rcquircd, this coat:act is ttional upon Purchaser's obtainin uch approval without change. in the terms of
such lase, except as oat forth in scot' 3. If lender's approval is not obtained on before ,
34 ,this contract :hall etminaletl on such date. if Seller is to be released fr liability under such existing loan
and lurchascr does not nbl ' uch cornpliancc asset forth in section 3, this contract may b rminated at Setter's option.
d} Assumption nu. if Purcfrascr is to pay all or parr of the purchase price by assumin n cxiating town and if the
actual principal b net v[ the existing loan at Ehe date of clawing is less than the atnaunt in se n 3 by more than
j ,then Furchascr may terminate this contract effcetive upon receipt by Seller or ' ling Company
of Furth r': written notice of teretination.
No, !~I3S3 51110 VACANT U1NDlPARM ANt) RANCtI CONtMtT't0 bUY Jk SItLL RIIAL LiSi'ACLI I'a~ _ ~ 6
Wlirler ubiirhin6, Stl2 Msin 1., Carbondale, Ct3 41623 (303}963.1027
Crt:dil7#tfe scion. if rurt:hast:r is to pay ali yr part or the purchase pr;tc byaxecut'rng tr ry note in favor of
Scllcr or if an existing loan a be released at closing, this contract is txmdilionat u cr's appt'oval of Putchascr't
instncial ability anti creatitworthineas, w tlcir-ap rruvat shall be at Scllcr's sole an ule tliseretiun. I» such cast: (f) Purchaxer
shall sut+pty to Sclicr on yr bcforc ~ , at Purchaser's exlrcnac, :nfurrtatiun and
documents concerning !'urchaser's financial, tmployme crai' condition; (2) Purchaser t]vnaenta that Seller may verify
I'urchascr's financial ability anti creditwortlr' anysuch iuformalto ~ ttvcutnents received by Scllcr shall be held by
Sclicr in wnfitlentx, anti nut re o others exxpt to protect Seller's intertsllM ' ttansaclion; (4) if Seller does not
jfft7t'1t~C wr111en notice Ct't IIISApJrrovaf to ('urchascr on or bcforc 9 ,then Scllcr
waives this ton. 1f Seiler clots provide written notice of disapproval W i'urchascr on yr before said daft. hit;~Cizntract shall
S. GOOi) CUNUS. Ail payments tcquircd at closing shat[ be made in [unds which comply with ail applicable Colorado laws.
G. NO7' A5SICNAIl1.G Phis wntract shall not be assignable by Purchaser without Seller's prior written consent. Lrtccpt as so
reslricletl, this conlracl snap inure Iv the benefit of anti be binding upon the heirs, persona) representatives, successors and
nscigns of the p;rrlice.
7. LiVIJ)tiNCli Ul' `t~i~l l.li. tictlcr xh:dt funtixh lu 1'urchnscr, al Selfcr's etcJ>ense, tither a Wrrcnt rxrtnmitmenl fur owner's title
insurance policy in an anrvunt equal to the purchase price . qeP , .` . , vn
or bcforc March 1 , l9 93 , !f a title insurance commitment is furnished, Purchraer may require of
Seller that copies of instruments (ot abstracts of instruments) listed in the schedule of exceptions (Cxtxptions} in the title
insurance camrnittucnl also be furnished w I'urchascr at Seller's expense. Phis requirement shall pertain only la instruments
shown of record in the office of the clerk and tccortlcr of the designated county or oounfies. The title insurance: ovmmismenl,
together with any topics or abstracts of instrurnenis furnished pursuant iv this section 7, cvnslitute the title documents ('1'iAc
Uvcumcnls). [ urchascr must request Scllcr lu furnish topics or abstracts of inatrutnt:nts listed in the schetluit• of exuptiuns no
facer titan calendar days after I'urchascr't rece'ept of the tills insurantx t~mmitment. if 5clkt futnishts a tills
insurance eommitntent, 5ellcr will have the title insurance policy tlclivered to Curchaser as roan as praeeicable after eltrsing and
pay dtc prcmiurn al closing. - see addendum
8.1'I'ii'LE (a) Title itcview. purchaser shall have the right to inspect the Title Uveumenes drab:tract. Written notice by
Purchaser of unmetchantability of title or of any other unsaeisfattory tills condition shown by the Title Dtreurocnts or abstract
sha11 1)c signed by ar on behalf of Purchaser and given to Scllcr or Listing Company vn of bcforc ,~_ calendar days after
1'urcl+ascr's receipt of Title !)ucumenls or abstract, ur within five (5) caientlar clays after receipt by Purchaser ut any'1'itie
Uucumcnl(s) ur entlurscmcnt(s) adding new li>ictptiun(s) to the title commitment together with a cagy of the 1'illc r)ocunrcnt
adding new L'xccittiun(s) lv title, If 5ellcr or 1.istinJ; Cunrpany dues not rcc+eive Purchaser's notice by the date(s) :peciGt:d
abure, !'urchascr shah be deemctf to have accept«I the wntlitiun of title as tlisclusctt by the Title Uocumenls as satisfactory,
tr) blotters Nvl Shown by the Pulriic Rccunls. Scllcr shall deliver tv Purchaser, on ar bcforc the dale scl forth in
seciiun 7, Iruc capita of all lease(s) anti suncy(s} in Seller's ptrssessian pertaining to the Property and shall ditcloxe fa l'urthnscr
ull cttscrnctrls, IfC05 or other IiUc to:+llen nut shown by t#tc public rcwrtts of which Scllcr hasl+dua# knvwltatgc. !'urchascr sh:+N
have the right to inspect tltc 1'rvpcHy to ttclcrminc if any thtrtt party(s) ha+ any right in the Property sot shown by ehc putsiic
tecwds (such as an unreconletl casement, unrecvrtlctl Icase, or bnuntlary Tine discrepancy). Writttn notice of any unsatisfaclury
eandilit+n(s) disclosed by Sclicr yr rcvcnlctl by such inspectivu shall be ssgnctl by of on behalf of !'urchascr ant! sieen to 5ellcr ur
Listing C;ornltany un or bcforc March 17 , f9 93 . 1f Sclicr or Listing t;om)rany dots not rcccirc
I'urdtaser's notice by said date, !'urchascr sha11 be deemed to have accepted title sul>}cct to such tights, if any, o[ third parties of
which ('urchascr has actua# knowhxlgc.
c) Right to Cure. if Scllcr or Listing Company receives Wallet of unmerchantability o[ title or any other unsatisfactory
title condition(s) as provided in substction (a) ar (h) about, Sctler shall use reasonable effort to correct said unsaticlactury title
contiitivns(s) prier to the dale of closing. !f Setlcr fails to correct said unsatisfactory title e~ntliliun(s) on or bcforc the date of
closing, tlFis ctmttacl shall then terrt+inate, sulyect to section 37; penult#cd, however, l'urchacer may, tfy wrillCn nutlet reeeivt;tl by
Sclicr ur Listing Company vn ur bcforc closing, waive abjection !o saitt unsatisfactory tills condition{s).
9. l)A7 li UI' CLOSING. 7'he date of closing shall be ADrI 1 2 19 ~3 or by mutual agreement at an
earlier daft. The hour and place of closing stroll be as ttcsignatctl by BU Yer and $~ 11 er
10.1'RAN5i~1.?.R OF 17'CLC. Subject to tcntlcr or payment an closing as requirett herein and compliance by Purchaser with the
olhcc terms and provisions hereof, Scllcr shah execute and tlclivcr a good and sufficient Gent?ral Warranty Dt?@d
decd to Puthascr, on closing, conveying the Proptrty frcc and clear of all faxes except tiro general taxes for tht year of closing,
and except none '
frcc and clear o[ alt liens fur special improvements installctl as of the dale of I'urclraser's signature hetean, whether stsscssed or
not; except distribution utility easements, including cable 1'V; except those matters te(lected by the Title Utxuments
accepted icy ('urchascr in accurtlnnce with subsection S(a); oxoept !hose rights, if any, of third parties in the Property nut shown
t:y the public rccurtls in accortfance with subsection R(>J); and subject lv building anti zoning regulations.
11. PA~'i11>;I+fl' UI~ l:NCU~i131t.ANC1.i5. Any encumbrance required to be paid shah be paid at or before the time of
sctllcnrent [rorn the protacds of this trausactiun ur from any othct source.
12. CL051Na COSTS, DOCUhIEM'S AND SERVICES. Purchaser and Seller shall pay their tespectivc closing vests at
closing exupt tts otherwise provided herein. purchaser and Scllcr shall sign and complete dl customary at required documents
al or before closing. E:ees [vr teat estate clusin ant! scttkmeni servitxs:hall not exceed S ~ - f1~ and
shall be potd at clasingby Buyer and 5el~l er Sal i tti ng same ,
13. l'RORA'I'IONS. General taxes lot the year of closing, based on the most recent levy and the must retxnt assessolcnt, rents,
water and sewer charges, owner's association dues, and interest on continuing loans}, i[ any, and
shat] be ad.iusted in accordance with actual taxes 'For 1994
sha11 be prorated to slate of closing.
Any salts, use end transfer tax that may atxrue because of this trsntaction shat[ be paid by PU rGha Stay' ,
o. CD53 ~l!Ro VACANT {~NbrrARl~l AND ftANClt CONTRACT 10 DUY !k SELL RiJ11. F:SfA'ft3
rhllidet publirhinJp 501 f~tiin 5i., Csrbondete, CO 6#b23 (3U7)963~1U27
rsJ;e ~ of b
I~S51s551UN. Possession u[ the 1'tu crt shallpy be tlchvered to Purchaser as [nllows:
On the date of c]osing
subject to the [ollowing Icasc(s} or lenancy(s): Done: ~,
1[Se11er, after closing, [ails to deliver possession on the date herein specified, Seller:hall be subject to eviction and shall beadditionallyliabletoPurchaserforpaymento[ S I00.00
per day [tom the date o[agreed possession untilpossessioniselclivered.
I5. CUNUI'1'lUN UI' ANU UAh1AGI~'1'U 1'It01'LR'1Y. The Properly and Inclusions shall be conveyed in their presentconclilian, ordinary wear and tear cxccptcct. f n the event the troperty shall he damagetf by firs or other cnsual[y print to tams ofclosing, in au auwuul ~+f not nwrc Urru ten percent of the rota) pu:chase price, 5cller shr+11 Ue olstigatcrt la repair rlrc:nowbefcrrcthedoteofclueir,t;. !n llrc even) such rlarnnge is sot repaired withirr said lime or if the damages exceed such sum, thiscaMractmaybeterminatedattlseoptiono[ Purchaser. Should Purchaser elect to carry out this eonlrace rlcspite svcisdamagr, Purchaser shad ba enli[Icrl to credit fur all the insurance proceeds resulting from such damage to the Property andInclusions, not txceeding, however, the total purchase pries. Should any Intluaion(s) or:ervicc(s} fail of be damaged bcnvecnthedaleo[ this contract and the date o[ closing or the date o[ possession, whichever shall be earlier, then Seller shad be liableortherepairorreplacementofsuchInclusion(s) yr service(s) with a unit of sitnilar size, age end quality, or an equiti~alcutcredit, Ices any insurance protxeds raceivcct Icy I'urchascr covering such repair ar replaument. 'I'Ite risk o[ loss fur any damagetogrowingcrops, by fire or other usually, shall be borne by the patty entitled to the growing crops, i[ any, as pruviclcd in:ectiuu2sortsuchpartyshallheenlitlcdtosuchinsuranceproceedsorbcne[its [or ehe growing crops, if any.IG.7'ihlL UP I:SS[:NCC/RLh1~Ulli5. Time is of the essence hereof. If any note or check received as earnest moneyhercundcroranyotherpaymentcluehercundcrisoatpaid, honored or tendered when due,ot if any other obligation hercundcrisourperformedorwaivedashereinprovided, chars shall be tlrc following remedies:
a)1F PURCI IASL'sR I51N Ulil'AUL'1';
I!' 77IL 130X 1N SUlI5IiC1'lON (I)15 C11[sCfCt;U, SCLLLR'S RCM8U1G5 SHALL BIr AS SLT rORTII
1N 5UB5CCf'ION {1) [SI'i;CItT1C 1'C:RI~ORMANCiCj. 1F SAfU 80X IS NOT CIIECK.CD, S1rLLLR'S
RL;hIII)IC';S 511ALL 13L• AS 5[:'I' l'OR'1'll IN SUBSCCfION (2) [LIQUIUA3'C:U UAMAii135j.
1) Specific Performance. Scllcr may etas[ to trcae Ehis conttael as uncalled, in which use all payments and things of
value received hercundcr shall be forfcilerl and retained on behalf o! Scllcr, and Seller may reoaver such damages as may
be prc~pcr, or Selicr may steel to Ircat this eonlract as being in full force and effect and Seller shall have the right to
apccif is pcrfurneancc or rtamagcs, or both.
2) Liquidated 1)an+agcs. Ail payments and things of value received hereunder shall be forfeited by Purchaser and
retained un bchnlf of Scllcr anti batl+ panics ahnll thereafter be released from all abligatians hereunde:. It is agreed that
such payments and things of value arc LIUUIUA'I'EU llAAtAGGS anal (exctpt as providcrl in subsection (c)) arc
SLii.Lliit ,5 SULK AN1) Ut~1LV Itf°h)I:Ul' Ictr I'urchascr's feature to pcrfarm tt+c obligations o[ this contract. Scllcr
eKl+ressly waiecs the runedies of shccific performance anti adctitinnal damages.
b) tF SLLL>;R 151N UL•FAULT:
Purchaser may steel to areal this contract .as uncalled, in which rase all payments and things o[ value received
hereunder shall be returned and Purchaser may tecovtr ttsch damages as maybe proper, or Purchaser may elect to free!
this eonlract as being in full fora and cffcct and I'urchascr shall have the tight la apcciGe performance or damages, or
both.
c} COSTS ANU CXCLNS>:S. Anything to the contrary herein notwithstanding, in the event o[ any litigation or
arbitration arising out o[ this wnlncl, lire court shall award to the prevailing parry ail reasonable vests and cttpcnsc,
including attorney ices.
r
17. LrAR UtSPU'I'Lt. Notwithstanding any Ierntinalion o[ this contract, Purchaser gree that, in the
event of any controversy tegan to t money and things o[value held osing agent, unless arutual written
instructions arc received by ehe holder of the earns rn~ of value, broker or dosing agent shall not be
required to take any actian but may a~ oceeding, or at broker s ant's option and sole discretion, may
inlerpleac4 all garlic stt any moneys or things of value into a Dour[ of competent jurts hall racquet court
asonablc attorney fees.
18. INSPCCI'ION. Purchaser or any designee dtall have the right to have inspection{s} o[ the: physical condition o[ the Property
and Inclusions, al Purchaser's expense. I[wtitten notice of any ansatis[actory condition, signed by Purchaser, is cwt received by
Seiler or Listing Company on or helots Ma rC ~l 17 ,19 93 ,the physical oondilion of the Property and
lndusions shalt be deemed to be satisfactory tv Purchaser.l[ written notice o[any unsatisfactory condition, signed by Purchaser,
is given Io 5clkr or Listing Company as set forth above in this section, and if Purchaser and 5ellcr have clot reached s wriucn
agret:ment in sclllement thctcof on or before Agri ] ~ ,19„3 ,this oonttact shall then terminate,
subject to section !7. Purchaser is responsible and shall pay for any damage which occurs b the Troperly and Inclusions as
a result of such insptclian.
IVo. Clt.SJ 5114 VACANT (,IINI)JFARM ANt) RANCH GQN7 RACTTO BAY! SELL RLAL 13STATtI Pale A at 4
eAltirter ubinhin&307nt++in r.,Csrbondsle,CD 11473 (]U3)96Y102
1
19. A ~NCY UISCLOSURG
77re g brakcr,
and Its u1c: agents (Listing Company} represent Seller. ling
Company owes its of bust, byalty and e:onfidcnce to Scllcr only. While tilt Listing Comp as a duty to
treat 1'urchaxcr hunt the Lis[ing Cornpany is the Seller's agent and is acting on e![ of Scllcr anA
nut t'uachr+ser. l1Y SI[; i 13LEI.UW, t'URCIIASIik ACKNUWLEillC;L•S 1'kIU 1ML'LY NO'17CL' i3Y
i.15~1~INC: Ole 51:LLINl3 CUAi Y '1'I lA'i' 1.157'INCi COht1'ANY IS 51.iLL1~ AUi:hTl'.
7'hc :eking broker,
and its salt cats (Belli mpany) reprcaent: llEr TFIE .SOX IN
5Ui1SlsCl'ION (b} IS CIIECiCLsU, 51iI,LING CUh CI'RGSEAf!'S i'URCl1ASG'R ONLY, AS SGT
I~Uit'1'Ii IN 5UI15LC1'ION (h). Ir'I'lIL'• HUX I ~C1'ION (b) IS NOT CiIECIClrD, SELLING
CUAII'AN~' RI;I`RISf:fYI:S SIsLI,rR ONI,I' S 5l~'1' f~0 IN SUI1S1iCl'lON (a).J
a) Seller, 1'he Selling Company nwc tica of trust, byelty and confiders Seller only. Whitt the Selling Cornpanyhasadutytobeatpurchaaerhtstfy, the Sailing Company 4 Seller's agtnt a is acting on behalf of Scllcr and not
urchascr. 81' S1CiNiNG ~ OV1', PURCf iASER ACKNOWLCDGiGS PRIOR GLY NOTICB liY 513I.LING
COl+l1'ANl"1'l iA'1' S ' .INCi COt+1i'ANY IS $IiLLGR'S AG1ilYI'.
b} Purcha . If the boa is chteked: The 5clling Cornpany owes duties o[ treat, loyalty and oonl to Purchaser
only, ile the 5clling Company has a duty to treat Seller hanesdy, the ScNing Company is acting behalf of
chaser and not Scllcr. SELLER ANU LISTING COh1PANY AGKNDWLCUGL• l'R10R T1hfELY NO'1 ~ H1'
SCl.l.1NG CUAp'ANY'1'l1A'1' 17' 15 I'URC[iASLR'S AGIsh11'.
Z0. AUUfF10NAL PRUVI5IUNS:
This contract is supplemented and modified by the addendum attached hereto
and incorporated Herein by reference.
21. RBCOMMENDATION OP 1LBOAL COUNSEL. Iay signing th4 document, Pnrcha:cr and Seller acknowrkdge that the
Scping Company er the Luting Company has recommended chat purchaser and Scllcr obtain the: advice of their awn legal
counsel regarding eanminativn of title and this ooMract.
22.'1'L'R!`IiNA'1'IUN. In the even) this ountracl is terminated, all paymenta and things of value; reexivcd hereunder shall be
returned and the parties shall be relieved of all obligations herettnder, subject to section 17.
l!o.CItCJS/>l9VgCANT Nl)JJ1'ARMANPw1NCllCON7R11CTT~IlUYlt5C1.1,fREiALII.SfA'f8 FsSeSoli
MCAlli+itr PublishinS, SUZ~iin St., Carbondale, (:U ElG23 (3p7)467.1D2
x>~ Ts~ ,+A
L'sGAL DESCRIPTION
t
That certain parcel of land situate.
lying and being in the County of Eaggle,
State of Colorado, described as follows,
to wit: '
i
i
A11 that portion o.f the East 1/2 of the Southeast 1/4 of Sec- ~'~i
t3on 11, and the Northwest •1/4'of thr Southe.•zsr 1 of Section ~.
2, TawFiship 5 South, Range F31, ]Jest of the' t;th P. M., lying
North vE thc•Northwesterly Right-of-May of Xnterstate 13ighway ~,
tio. 70, Satrth of Vail lieiyhts, Filing No. 1, Northeasterly of ~',
Vni.l Das Schone Filin3 No. 3, and SouL•1n+esterly of But•for Creek. ~
Subd,ivisiori, t~xcepting i~terefrom the Iollowiny: ;
A parcel of land lying in the Fast l,2 of the Southeast
1/4 of said Section 11, c'cscribecl as: Corrunencinq at the i
Northeast Corner of the Southwest 1/4 of 'the Southeast '
1/4 of said Section li; thence alor.~ the :hest line of ;
said East lj 2 of the 5outlreast l; 4 of Section 11, ~ 1'39' OD"
W 354;15 feet to the Southerly 1'.ne of Cha,nonix Line Ri.gltit-
of-tray, Which is also thu Southwest Coiner of Vail Nri.r3hts,
Filing No. 1; thence along said So~~therly Tins on the follow- ,
ing Tourcourses s ~3.} N ,85°13' 33" E 3.92.82 Ieet to a' point '
of curve; (2} 27A•5S feet along the arc of a 238.64 foot _
radius curve tv the left :hose crntral angle ~.s 54°S7'~3" and
hase long chord bears N 52'44' 4t's" E 256.2 feet to a point ~:
of tangent; (3}• N 20.1500" E 284.00 feet; and .(4} 82:24 feet `
along the arc of a 227.38. toot radius curve to the right
whose central angle is 20.43'23" and whose .long chord
bears N 3D°37'42-" E 81.79 feet to the true paint of be--
gir~ninq; then~e continuing along said Southerly line of
Chamonix L1nn Right-of-S~1.y on t1:e follo~ring two courses:
lj 5'1,35 feet slang th!: arc oP a 327. 3R foot radius curve
to Ltie right whose crnt.•r.~l •znr,lc is l~l•27'06" ::nd whoar~
clivr:l l+cars N' 4II•12' 1G" E 57. 2t? [ret to a point oflon:
tangent; acid (2) N 55'26.29" E 198.04 Lcet; thence S .
43.06'35" F. A69.19 feet to a point or: Lha Northerly lines.
vi Int•~:rst.,ic ltigltway too. 70 Ricrlit-QL-t•1,~y; thence South-- t
westerly alc+rtig said Nort3~erly line art the following L•wo
courses: (1} S 44.OZ'S6" W 11.00 tcet to a point of
t.~• tnngent .end {Z) ZS+1.43. foot .~lonq r.he arc of a 5550.00
foot radius curve to the rig~•t whose central angle is
r 2'37'36" and r:hose long chori+ bears S 4S°21'44" tt 2S~ia~•1
i nt . ;N SD6.70 feet to the true po7feet; thence N 42 °57
t
i
Legal Descrip~on
h~ • ~'~\
1 M6 'j ::
1 ~ .
ADDENDUM TO
VACANT LAND GONTRAC'T TO BEIY AND SEt !:. RF_AL ESTATE
THIS ADDENDUM supplemerns that oartain vacant land contract to buy and sell real estate
between the Town of Vatt, Cobrado ("Purchaser") and Vail Commons Limited ("Seller").
1. Deletion of Standard Exoentions.
The title insurance policy provided for in the Contract shall expressly provide for the
deletions of the standard printed exceptions from the title policy and shall be subject only to those title
exceptions listed on Schedule B2 of the title commitment which are acceptable to Purchaser.
2. Delivery of Documerns.
Seller shall deln+er to purchaser all documents listed as exceptions to title in Sdtedule t3
of the title policy oommitmeM within fourteen (t4) days of the notification of such exceptions by the
Purchaser.
3. Delivery of Survev.
Seiler shalt deliver to Purchaser within thirty (30) days of the signing of this Agreement an
improvement location survey certified by a licensed Land surveyor defining the boundaries of and locating
all easements and rights-ot-way on the property.
A. Environmental Survev.
a) The parties acknowledge that Purchaser will pertorm or cause to be performed an
environmental survey and analysis which may, ai Purchaser's option, include an analysis of asbestos, PC8
in various forms, or other hazardous substances as Purchaser, in his sole discretion deems necessary.
Not more than seven thousand five hundred dollars ($7,500.00) of the oust of any such survey and analysis
shall be shared equally by the Purchaser and Seiler. Any cost of such survey in excess of seven thousand
five hundred dollars ($7,500.00) shall be paid tar solely by the Purchaser. If the results of such survey and
analysis reveal levels of hazardous substances or materials which are unacceptable to the Purchaser,
Purchaser shall determine, in its sale discretion, whether to cbse on the transaction contemplated by this
Contract. If Purchaser elects not to cbse, the earnest money deposit made by Purchaser pursuant to this
Contract shall be refunded to Purchaser, and thereafter neither party shall have any obligatbn to the other
under this Cornract.
5. Entry onto the Prooertv.
At any time prior to dosing, if this Contract shall not have first been terminated, Purchaser,
its aflerns, contractors, and engineers shaft have the right to enter the property for the purpose of making
surveys, soil tests, environmental surveys, ofnaining topographical intonnation, and for other similar
preliminary work, provided lhat such operations are conducted in such a manner So as not to damage the
1
fluff
property or affect any operations of the property. Purchaser shall indemnify and hold harmless 3e{ler
against ail fees, charges, or liens as a result of any activity of Purchaser on the property.
fi. Seller's Renresertations and Warranties.
To the best of 5eller's actual Icnawfedge, and without performing any irnestigation or
inquiry, 5etisr represents and warrants as of the date hereof and as of the date of closing that the folbwing
are and shaft be true and correct:
a} The Seller has no knowledge of any patent or latent defects, solF deflclendes, or
sub-surface anomalies existing on the M.~rerty.
b) Neither the execution of the Contract or this Addendum, nor the consummation of
the transactions provided for herein constitutes, or results in any breach of the teens, corxtitions, or
provisions of or constitute a default under any mortgage, deed of trust, ban agreement, lien, lease, license,
judgement, decree, order, instrument, or other verbal or written agreement to which Seller i& a party or is
subject io or to which the property is subject.
c} There are no actions, suits, or proceedings pending or threatened against the 5efler
or the property or which might adversely affect Seller or the property.
d} Seller has not received any notice of and has no knowledge of any violation of any
law, rule, regulation, or order with respect to the property.
e} Between the date of the Contract and the cbsirrg, Seller.
i. sha{I not dispose of any interest in the ~,.L~erty and shalt not, without
Purchaser's consent, mortgage, pledge, or subject to lien or other encumbrance any interest in the
property.
ii. shalt not without the consent of Purchaser, agree to or consent to any
restrictions, covenants, conditions, easements, encroachmerts, ar any similar matters, affectingthe property
or any part thereof.
iii, shalt not without the consent of Purchaser, enter into any oortracts, leases
to Seller or leases by Seller.
iv. shall keep the property insured at the current level of insurance maintained
thereon.
f) Except as specifically rated in the Contract, there are ra special assessments
which now burden or encumber the property, and there are not special assessments currertty proposed
as to the property.
g) No part of the property has ever been used as a landfill, and no materials have
ever been stored or deposited upon the property which would under any applicable governmental taw or
regulation require that the property be treated or materials removed from the property prior to the use of
the property for any purpose which would be pem~itted by taw but for the existence of said materials on
z
Li~W~
property.
h) Each and every document, item, or other infomtation delivered or to be delivered
by the S$Iler to the Purchaser hereunder ere made avai#able to the Purchaser for inspection hereunder
shall be true, acaarate, and correct.
i) There is no tact known to the Seller which materially adversely affects or in the
future may (so tar as the Sever can now foresee) materially adversely affect the property which has not
been set forth in the Contract.
7. Purchaser's Termination.
Prior to closing and in the event the Seller fails to fulfill any of its ablfgations in aowrdance
with this Cantract, or should any of Seller's warranties and representations net be true and correct, this
Contract shall terminate unless Purchaser by written notice received by the Seller on or before dosing
waives objection thereto. Upon termination of this Contract the eames! money deposit made by the
Purchaser pursuant to this Contrail shall be refunded 1a Purchaser, and thereafter neither party shall have
any obligation to the other under this Conrad.
8. Bailer's Acoraisal.
Seiler shall have the option to obtain an appraisal to the Property prbr to the date of
cbsing. Purchaser shall pay the cost of such appraisal, but in no event shall the cost to be paid by
Purchaser exceed the sum of seven thousand five hundred dollars ($7,SOO.Ot3). It is understood by the
parties that the SeNer is selling the property to Purchaser far less than fair market value, and that it is the
intention o1 Seller to gift the difference between the purchase price and fair market value to the Purchaser
as a charitable contribution from Seller to the Purchaser. Purchaser agrees to cooperate with Seller with
respect to Se11er'S intention to claim a charitable deduction on its federal Income tax return. ff the appraisal
to be obtained by Seller fails to indicate a value for the property of not less than sixteen dollars ($1SAt))
per square foot, Seller shall have the option to terminate this Contract by giving notice of such termination
to the Purchaser prior to closing. Should Seller choose to so terminate this Contract, the earnest money
deposit made iy Purchase pursuant to this Contract shall be refunded to Purchaser, and thereafter neither
party shall have any obligatbn to the other under this Contract.
9. Purchaser's Reoresentatbns and Warranties.
a} Purchaser represents and warrants chat there is no real estate transfer lax that
must be paid in connection with the cbsing of this transactbn. Purchaser agrees to lndemnigy and hold
Seller harmless with respect to any such real estate transfer tax.
b) That the Town of Vait meets all of the tests of Sectbn 170 of the internal Revenue
Code and qualities as a Pity percenE (50°!°) charhable organization for deduction purposes.
10. Miscellaneous.
a) Any notice under this Contract shall be in writing signed by the party giving the
3
V~I~iE U
and shall be deemed properly given arw slued two (2) days after it is sent by United States mail.
postage pre-paid addressed to the party to recehre the notice of the address set forth below.
SELLER: Vail Corilrnorts limited, a Cobrado limited partnership
cro Joe Picciuca
200 North Milwaukee Avenue
Lit~ertyvilie, IL 60048
PURCHASER: Town of Va€I, 75 S. Frontage' Road, Vail, Cobrado 81657
b) Purchaser and Seiler hereby represent a warranty that each has resped€vely not
engaged or utilized the services of any broker or salesman in connect€on with ih€s transactbn.
C) This Contract shall be binding and inure to the benefR of the parties and their
respective successors and assigns.
d) The Cornrad and this Addendum thereto represent the. entire Agreement between
the parties with regard to the subject matter of this Agreement, and all pr€or Agreements, understandings,
and negotiations shall be deemed merged herein. No representations, warranties, promises, oragreements
expressed or irnpiied shaft exist between the parties except as stated herein.
e) No amendments or modifications to this Contract or this Addendum shall be made
or deemed to have been made unless in writing executed and delivered try the party to be bound thereby.
f) The represernations and warranties set forth in th€s Agreement shah survive the
cbsing and delivery of the deed and shah be enforceable at law and equity. In addition, Purchaser may
rely on the representations and warranties of the Seiler and not be prevented or estopped from pursuing
any remedy available to it for breach or violation of any such representation or warranty by reason of any
documents or other instruments iumished to Purchaser or any inspection made by or for the benefit of
Purchaser.
g) To the extend that any provision of this Addendum and the Contract are
inconsistent or in Conflict, the terms of this Addendum shalf Control.
IN WETNESS WHEREOF, the parties have executed this Addendum as of the day and year first
written above.
ay:
TOWN OF VAIL, a Cobrado municlpaf corporation
Honda€I V. Phillips, Town Manager
VAIL COMMONS LIMITED, a Cobrado Limited Partnership
By: WEST VAIL DEVELOPMENT CORPORATION, a Cobrado Corporation as General Partner
By:
ciwiAn+.wa
4