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HomeMy WebLinkAboutPACKET Town Board Special Meeting 2014-01-06 The Mission of the Town of Estes Park is to provide high‐quality, reliable services for the benefit of our citizens, guests, and employees, while being good stewards of public resources and our natural setting. SPECIAL MEETING BOARD OF TRUSTEES - TOWN OF ESTES PARK Monday, January 6, 2014 4:00 p.m. 1. PRESENTATION/DISCUSSION ITEM: 1. CONTRACT FOR SALE OF LOT, 4 STANLEY HISTORIC DISTRICT FOR THE ANSCHUTZ WELLNESS CENTER.  Presentation by Purchaser  Town Board Discussion  Public Comment  Further Board Discussion 2. ACTION ITEMS: 1. REQUEST TO ENTER EXECUTIVE SESSION: For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e), Lot 4, Stanley Historic District Sales Contract. Motion: I move the Town Board go into Executive Session – For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e). 2. ORDINANCE #1-14 APPROVING THE CONTRACT FOR THE SALE OF LOT 4, STANLEY HISTORIC DISTRICT FOR THE ANSCHUTZ WELLNESS CENTER. Attorney White. 3. ADJOURN. Prepared 12/27/13 *Revised: 01/02/14 * 01-02-14 CONTRACT TO BUY AND SELL REAL ESTATE 1. Contract. Buyer agrees to buy and Seller agrees to sell the Property on the terms and conditions set forth in this Contract. 2. Defined Terms. (a) Buyer. Buyer is GRAND HERITAGE HOTEL GROUP, LLC, a Maryland limited liability company. (b) Seller. Seller is THE TOWN OF ESTES PARK, COLORADO, a municipal corporation. (c) Property. The Property is the following-described real estate together with the interests, easements, rights, and benefits appurtenant thereto, and all interests of Seller in strips and gores of land, vacated streets and alleys adjacent thereto: Lot 4, Plat of Lots 3, 4, 5, 6, 7, 8, and 9 of the Stanley Historic District Subdivision of a portion of Tracts 4 and 5, Stanley Addition to Town of Estes Park, Larimer County, Colorado. (d) Project. The Project shall mean: (i) a Wellness Training Center primarily focused on lifestyle changes, physical fitness and training, nutrition and medical/personal care treatment, together with all uses ancillary thereto, to be located on approximately one-third (1/3) of the Property (the “Wellness Training Center Component”); (ii) an accommodations use, together with all uses ancillary thereto, including without limitation, staff physician lodging for the Wellness Training Center, to be located on approximately one-third (1/3) of the Property (the “Accommodations Component”); and (iii) the required open space on the remaining approximately one-third (1/3) of the Property (the “Open Space Component”), as all such components are generally depicted on Exhibit “A” attached hereto and incorporated herein by this reference. “Commencement of Construction” or “Commenced Construction” with respect to the Wellness Training Center shall mean that a building permit for the Wellness Training Center has been issued by the Town and construction of significant physical improvements on the Wellness Training Center Component has commenced. (e) MEC (mutual execution of the Contract). MEC shall mean the date upon which both parties have signed this Contract as indicated next to their signatures on this Contract. (f) Due Diligence Deadline. The Due Diligence Deadline shall be the date that is sixty (60) days after MEC. 01-02-14 2 (g) Final Approval. Final Approval shall mean approval by the Town Board of the Seller (“Town Board”) of all land use applications filed by Buyer in connection with the Project (“Land Use Applications”) and of an ordinance amending Chapter 17.44 of the Town’s Municipal Code to permit the design of the buildings within the Project to be compatible with the colors and architecture of the Stanley Hotel Complex, including but not limited to, the use of red roofs and white walls (the “Code Amendment”), and thereafter expiration of all rights of any person or entity to challenge the Town Board’s approval of the Land Use Applications and the Code Amendment by referendum, initiative or litigation. Nothing in this Paragraph 2(g) shall be construed as requiring the Town Board to approve the Land Use Applications or the Code Amendment, and any such approvals shall be made in accordance with applicable provisions of Town ordinances and regulations governing the Project. (h) Buyer's Activities. Buyer’s Activities shall mean surveys, soil tests, engineering tests, environmental audits and tests, feasibility studies, appraisals and any other studies, inspections or investigations Buyer deems reasonably necessary or appropriate in evaluating the Property for the Project. (i) Studies and Reports. Studies and Reports shall mean all plans, plats, studies, surveys, soils reports, geotechnical reports, environmental audits, drainage studies and reports, utility plans, street designs, landscape plans, traffic studies and reports, appraisals, and all other documents, studies, and reports relating to the Property. “Studies and Reports” shall not include any information of a confidential or privileged nature. (j) Hospital District. Hospital District shall mean the Park Hospital District, a health district formed under the laws of the State of Colorado. (k) Hospital District Lease. Hospital District Lease shall mean that long-term lease between Buyer as lessor and the Hospital District as lessee for the lease of the Wellness Training Center Component of the Property [which, among other provisions, shall be contingent on both Closing of the sale of Lot 4 to Buyer and raising of sufficient funds by the Hospital District to pay THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000) of the purchase price to Buyer]. 3. Purchase Price and Terms. Subject to the provisions of Paragraph 3(c) below, the purchase price is ONE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($1,650,000), which shall be paid by Buyer as follows: (a) Earnest Money. An amount equal to ONE HUNDRED THOUSAND DOLLARS ($100,000) shall be paid by Buyer to Title Company, as hereinafter defined, within three (3) business days after approval by the Town Board of the Land Use Applications and the Code Amendment as specified in Paragraph 2(g) 01-02-14 3 above. The Earnest Money shall be deposited in an interest bearing account. The Earnest Money and all interest earned thereon, shall be referred to as the “Earnest Money.” If this Contract is terminated by the Buyer for any reason other than a default by Buyer, all Earnest Money shall be promptly returned to the Buyer and, except as provided in Section 6(a) of this Contract, upon return of the Earnest Money all parties shall be released from all obligations hereunder. If Buyer does not terminate this Contract prior to the Due Diligence Deadline, the Earnest Money shall be non-refundable for any reason other than a default by the Seller in the performance of Seller’s obligations under this Contract or a new title Exception disclosed to Buyer after the Due Diligence Deadline that is not acceptable to Buyer as provided in Section 5(a) of this Contract. The Earnest Money shall be applied to the Purchase Price at Closing. (b) Cash at Closing. NINE HUNDRED THOUSAND DOLLARS ($900,000) of the purchase price (i.e. $1,000,000 less Earnest Money of $100,000 earlier paid), subject to closing costs and customary prorations, shall be payable by Buyer to Seller at Closing in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, or savings and loan teller check (“Good Funds”). (c) Promissory Note. At Closing, Buyer shall execute and deliver to Seller Buyer’s promissory note in the amount of SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000) with provisions reflecting a credit of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000) against the principal amount of the promissory note in the event the Hospital District has Commenced Construction of the Wellness Training Center within two (2) years after Closing (“Promissory Note”). The Promissory Note shall provide for no interest except for interest following default of eight percent (8%). The Promissory Note shall be due and payable no later than ten (10) business days after the occurrence of the first of the following events to occur: (i) two (2) years after Closing, or (ii) upon issuance of a building permit for the Wellness Training Center. 4. Evidence of Title. (a) Commitment. Within ten (10) days after MEC (“Title Deadline”), Seller, at Seller’s expense, shall cause to be furnished to Buyer a current commitment for an owner’s title insurance policy in an amount equal to the purchase price (“the Commitment”) from a title company selected by the Seller and licensed to do business in Colorado (the “Title Company”). The Commitment shall commit to delete or insure over the standard exceptions which relate to: (1) parties in possession; (2) unrecorded easements; (3) survey matters; (4) unrecorded mechanic’s liens; (5) gap period (effective date of the Commitment to date the deed is recorded); and (6) unpaid taxes, assessments, and unredeemed tax sales prior to the closing. 01-02-14 4 (b) Copies of Exceptions. On or before the Title Deadline, Seller, at Seller’s expense, shall furnish to Buyer (1) a copy of any plats, declaration, covenants, conditions, and restrictions burdening the Property; and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions in the Commitment (“the Exceptions”). This requirement shall pertain only to documents as shown of record in the office of the Clerk and Recorder of Larimer County, Colorado. The Commitment, Survey, and copies or summaries of the Exceptions constitute the title documents (“the Title Documents”). 5. Title. (a) Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before the Due Diligence Deadline, or within fifteen (15) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the Commitment, together with a copy of the Title Document adding the new Exception(s) to title. If Seller does not receive Buyer’s notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. (b) Matters Not Shown by the Public Records. Seller shall disclose to Buyer, on or before the Title Deadline all easements, liens, leases, or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine whether any third party or parties has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before the Due Diligence Deadline. If Seller does not receive Buyer’s notice by said date, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. (c) Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) or Commitment terms as provided in Section 4(a) or (b) of this Contract, Seller shall act in good faith and use reasonable efforts to correct said items and bear all reasonable expenses to correct the same prior to the expiration of the Due Diligence Deadline. If such unsatisfactory title condition(s) are not corrected prior to the expiration of the Due Diligence Deadline, this Contact shall then terminate; provided, however, Buyer may, by written notice given to Seller at the time of or prior to Closing, waive objection to such items. Notwithstanding the foregoing, Seller shall obtain the release of all monetary liens regardless of the cost or expense of obtaining such release(s). 01-02-14 5 6. Contingencies. (a) Due Diligence. Within ten (10) business days after MEC, Seller shall deliver to Buyer true and correct copies of all Studies and Reports Seller may have in its possession or control pertaining to the Property. Prior to the Due Diligence Deadline, Buyer, its authorized agents and representatives, shall be entitled to enter upon the Property at all reasonable times for Buyer’s Activities. Buyer shall promptly pay when due all costs of Buyer’s Activities, shall not permit any lien to attach to the Property by reason of Buyer’s Activities, and shall promptly repair any damage to the Property caused by Buyer’s Activities. Buyer shall defend, indemnify and hold Seller, its agents and employees, harmless from and against any and all liability, loss, damage, cost, and expense including reasonable attorney’s fees, which Seller may suffer as a result of claims, demands, costs, liens, and/or judgments against Seller arising out of Buyer’s Activities. If Buyer shall for any reason, in Buyer’s sole discretion, disapprove of, or be dissatisfied with, any aspect of the Property or any investigation, test, or study, Buyer shall be entitled to terminate this Contract by written notice to Seller given on or before the Due Diligence Deadline. The obligation to indemnify Seller pursuant to the terms of this section 6(a) shall survive the termination of this Contract. (b) Final Approval. This Contract is expressly conditional and contingent upon approval of the Project by the Town Board on or before March 11, 2014, and Final Approval of the Project within five hundred forty-five (545) days after MEC. Buyer shall diligently and timely pursue Final Approval in good faith, execute all documents and furnish all information reasonably required by the Seller. Buyer agrees to satisfy the reasonable requirements of the Seller, but Buyer shall have the right, at Buyer's sole and absolute discretion, to reject any condition of Final Approval and/or withdraw its application for Final Approval at any time. If Buyer is unable to obtain Final Approval within five hundred forty-five (545) days after MEC, this Contract shall terminate. The Contingency set forth in this Section 6(b) is for the benefit of both parties and may not be waived by either party without the written consent of the other party. (c) Elector Approval of the Sale of Property. This Contract is expressly conditional and contingent upon authorization by the electors at Seller’s Municipal Election on April 1, 2014, of the sale of the Property by Seller to Buyer pursuant to the consideration and terms of this Contract. If the electors do not authorize such sale on April 1, 2014, this Contract shall thereupon terminate. (d) Hospital District Lease. This Contract is also expressly conditional and contingent upon execution of the Hospital District Lease prior to March 11, 2014, on terms and conditions acceptable to Buyer and the Hospital District in their sole discretion. 7. Closing. The Closing shall be held on the date that is ten (10) business days after satisfaction of all Contingencies described in Paragraph 6 above. Delivery of deed(s) from Seller to Buyer shall be at closing. The Closing shall be held at 10:00 a.m. 01-02-14 6 at the office of the Seller in Estes Park, Colorado or at such other reasonable time and location as the parties may mutually agree. The Closing shall be held not less than ninety (90) nor more than five hundred forty-five (545) days after MEC. The date of Closing may be extended by mutual agreement of the parties. 8. Use Covenant. Seller shall, prior to the recording of the special warranty deed conveying the Property from Seller to Buyer, record a Covenant restricting use of the Wellness Training Center Component of the Property to either a Wellness Training Center or open space (the “Use Covenant”). 9. Transfer. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient special warranty deed to Buyer at Closing conveying the Property free and clear of all liens and encumbrances subject only to those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with Section 5 of this Contract, and the Use Covenant to be recorded prior to the recording of the special warranty deed. 10. Closing Costs; Documents and Services. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to be paid at Closing. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. Fees for real estate closing services shall be paid at Closing one-half by Buyer and one-half by Seller. The documentary fee of .01 percent of the purchase price shall be paid at Closing by Buyer. Seller shall pay the premium for the owner’s title insurance policy. Prorations shall be made between the Buyer and Seller in accordance with customary local practices. 11. Possession. Possession of the Property shall be delivered to Buyer at Closing free and clear of any leases, subject to Buyer’s right to enter the Property prior to Closing to perform Buyer’s Activities. 12. Assignability and Binding Effect. This Contract may not be assigned by Buyer without Seller’s consent except to an affiliate of Buyer. This Contract shall inure to the benefit of and be binding upon the successors and, to the extent permitted, assigns of the parties. 13. Condition of Property. The Property shall be delivered to Buyer at Closing in substantially the same condition existing as of MEC. 14. Time of Essence and Remedies. Time is of the essence hereof. If any obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: 01-02-14 7 (a) Buyer’s Default. If Buyer is in default, all Earnest Money shall be forfeited by Buyer, released and paid to Seller and, except as provided in section 6(a) of this Contract, both parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money is liquidated damages, and not a penalty, which amount the parties agree is fair and reasonable and said forfeiture shall be Seller’s sole and only remedy for Buyer’s failure to perform the obligation of this Contract. Seller expressly waives the remedies of specific performance and additional damages. (b) Seller’s Default. If Seller is in default, Buyer may elect to treat this Contract as canceled, in which case all Earnest Money shall be returned to Buyer, or Buyer may elect to treat this Contract as being in full force and effect and Buyer shall have the right to an action for specific performance or damages or both. (c) Attorneys’ Fees. In the event of any litigation arising out of or in any way relating to this Contract, the court shall award to the party that substantially prevails in such litigation all reasonable costs and expenses, including attorneys’ fees. 15. Entire Agreement; Subsequent Modification; Survival. This Contract constitutes the entire agreement between the parties relating to the subject hereof, and any prior letters of intent or agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by both parties. Any obligation in this Contract which, by its terms, is intended to be performed after termination or Closing shall survive the same. 16. Counterpart Copies. This Contract may be executed in counterpart copies. Signatures may be evidenced by facsimile or electronic mail. Documents with original signatures shall be provided to the other party at Closing, or earlier upon request of either party. 17. Notice. Any notice required or desired to be given by the parties hereto shall be in writing and may be personally delivered; mailed, certified mail, return receipt requested; sent by telephone facsimile with a hard copy sent by regular mail; sent by a nationally recognized receipted overnight delivery service for earliest delivery the next business day; or sent by electronic mail with a hard copy sent by regular mail. Any such notice shall be deemed given when personally delivered; if mailed, three (3) delivery days after deposit in the United States mail, postage prepaid; if sent by telephone facsimile or electronic mail, on the day sent if sent on a business day during regular business hours (9 a.m. to 5 p.m.) of the recipient, otherwise on the next business day; or if sent by overnight delivery service, one (1) business day after deposit in the custody of the delivery service. The addresses, telephone numbers, and electronic mail addresses for the mailing, transmitting, or delivering of notices shall be as set forth below each parties signature on 01-02-14 8 this Contract. Notice of a change of address of either party shall be given in the same manner as all other notices as hereinabove provided. 18. Acceptance. This proposal shall expire unless accepted in writing by Buyer and Seller, as evidenced by their signatures on this Contract, and the offering party receives notice of acceptance, on or before 5:00 p.m. on January 7, 2014. IN WITNESS WHEREOF, the parties have executed this Contract the day and year set forth opposite their signatures. BUYER: GRAND HERITAGE HOTEL GROUP, LLC, a foreign limited liability company By: DELAWARE, LLC, a foreign limited liability company, Member Date: __________ By: ___________________________ John Cullen, Member ADDRESS OF BUYER: SELLER: THE TOWN OF ESTES PARK, COLORADO, a municipal corporation Date: __________ By: Name: Title: ADDRESS OF SELLER: 1 TOWN OF ESTES PARK EXECUTIVE SESSION PROCEDURE April 27, 2010 Executive Sessions may only occur during a regular or special meeting of the Town Board. Limited Purposes. Adoption of any proposed policy, position, resolution, or formal action shall not occur at any executive session. Procedure. Prior to the time the Board convenes in executive session, the Mayor shall announce the topic of discussion in the executive session and identify the particular matter to be discussed in as much detail as possible without compromising the purpose for which the executive session is authorized, including the specific statutory citation as enumerated below. Prior to entering into an executive session, the Mayor shall state whether or not any formal action and/or discussion shall be taken by the Town Board following the executive session. 1. To discuss purchase, acquisition, lease, transfer or sale of any real, personal, or other property interest – Section 24-6-402(4)(a), C.R.S. 2. For a conference with an attorney for the Board for the purposes of receiving legal advice on specific legal questions – Section 24-6-402(4)(b), C.R.S. 3. For discussion of a matter required to be kept confidential by federal or state law, rule, or regulation – Section 24-6-402(4)(c), C.R.S. 4. For discussion of specialized details of security arrangements or investigations – Section 24-6-402(4)(d), C.R.S. 5. For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators – Section 24-6-402(4)(e), C.R.S. 6. For discussion of a personnel matter – Section 24-6-402(4)(f), C.R.S. and not involving: any specific employees who have requested discussion of the matter in open session; any member of the Town Board; the appointment of any person to fill an office of the Town Board; or personnel policies that do not require discussion of matters personal to particular employees. 7. For consideration of any documents protected by the mandatory non-disclosure provision of the Colorado Open Records Act – Section 24-6-402(4)(g), C.R.S. 2 Electronic Recording. A record of the actual contents of the discussion during an executive session shall be made by electronic recording. If electronic recording equipment is not available or malfunctions, written minutes of the executive session shall be taken and kept by the Town Clerk, if present, or if not present, by the Mayor. The electronic recording or minutes, if any, of the executive session must state the specific statutory provision authorizing the executive session. The electronic recording or minutes, if any, of the executive session shall be kept by the Town Clerk unless the Town Clerk was the subject of the executive session or did not participate in the executive session, in which event, the record of the executive session shall be maintained by the Mayor. If written minutes of the executive session are kept, the Mayor shall attest in writing that the written minutes substantially reflect the substance of the discussion during the executive session and such minutes shall be approved by the Board at a subsequent executive session. If, in the opinion of the attorney who is representing the Board, and who is present at the executive session, “all or a portion” of the discussion constitutes attorney-client privileged communications: 1. No record shall be kept of this part of the discussion. 2. If written minutes are taken, the minutes shall contain a signed statement from the attorney attesting that the unrecorded portion of the executive session constituted, in the attorney’s opinion, privileged attorney-client communications. The minutes must also include a signed statement from the Mayor attesting that the discussion in the unrecorded portion of the session was confined to the topic or topics for which the executive session is authorized pursuant to the Open Meetings Law. Executive Session Motion Format. Section 24-6-402(4) of the Colorado Revised Statutes requires the specific citation of the statutory provision authorizing the executive session. THEREFORE, I MOVE TO GO INTO EXECUTIVE SESSION: _ For a conference with the Town Attorney for the purpose of receiving legal advice on specific legal questions under C.R.S. Section 24-6-402(4)(b) – initiated ordinances for the sale and use of Town-owned property. _ X For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators under C.R.S. Section 24-6-402(4)(e) – Lot 4, Stanley Historic District Sales Contract. 3 ____ To discuss the purchase, acquisition, lease, transfer, or sale of real, personal, or other property interest under C.R.S. Section 24-6-402(4)(a). _ _ For discussion of a personnel matter – Section 24-6-402(4)(f), C.R.S. and not involving: any specific employees who have requested discussion of the matter in open session; any member of the Town Board (or body); the appointment of any person to fill an office of the Town Board (or body); or personnel policies that do not require discussion of matters personal to particular employees. ____ For discussion of a matter required to be kept confidential by the following federal or state law, rule or regulation: under C.R.S. Section 24- 6-402(4)(c). _ _ For discussion of specialized details of security arrangements or investigations under C.R.S. Section 24-6-402(4)(d). ____ For consideration of documents protected by the mandatory nondisclosure provisions of the Open Records Act under C.R.S. Section 24-6-402(4)(g). AND THE FOLLOWING ADDITIONAL DETAILS ARE PROVIDED FOR IDENTIFICATION PURPOSES (The Mayor may ask the Town Attorney to provide the details): . The Motion must be adopted by the affirmative vote of two-thirds (2/3) of the quorum present. Retention of Electronic Recording or Minutes. Pursuant to Section 24-6-402(2)(d.5)(II)(E) C.R.S., the Town Clerk shall retain the electronic recording or minutes for ninety (90) days. Following the ninety (90) day period, the recording or the minutes shall be destroyed unless during the ninety (90) day period a request for inspection of the record has been made pursuant to Section 24-72- 204(5.5) C.R.S. If written minutes are taken for an executive session, the minutes shall be approved and/or amended at the next executive session of the Town Board. In the event that the next executive session occurs more than ninety (90) days after the executive session, the minutes shall be maintained until they are approved and/or amended at the next executive session and then immediately destroyed. 4 ANNOUNCEMENT ANNOUNCEMENT SHALL BE MADE BY THE MAYOR AT THE BEGINNING OF THE EXECUTIVE SESSION. MAKE SURE THE ELECTRONIC RECORDER IS TURNED ON; DO NOT TURN IT OFF DURING THE EXECUTIVE SESSION UNLESS SO ADVISED BY THE TOWN ATTORNEY. It is ____Monday, January 6, 2014___, and the time is (state the time) p.m.__. For the Record, I am ___Bill Pinkham _________________, the Mayor (or Mayor Pro Tem) of the Board of Trustees. As required by the Open Meetings Law, the executive session under C.R.S. Section 24-6-402(4)(e) negotiations, is being electronically recorded. Also present at this executive session are the following person(s):__ Mayor Pro Tem Blackhurst, Trustees Mark Elrod, John Ericson, Wendy Koenig, Ron Norris, and John Phipps; Town Administrator Lancaster, and Attorney White. (Also include any others who will be present for the executive session in this announcement.) This is an executive session for the following: For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators under C.R.S. Section 24-6-402(4)(e) – Lot 4, Stanley Historic District Sales Contract. I caution each participant to confine all discussion to the stated purpose of the executive session, and that no formal action may occur in the executive session. If at any point in the executive session any participant believes that the discussion is outside of the proper scope of the executive session, please interrupt the discussion and make an objection. The close of the executive session is in the Mayor’s discretion and does not require a motion for adjournment of the executive session. The Mayor shall close the executive session by stating the time and return to the open meeting. After the return to the open session, the Mayor shall state that the Town Board is in open session and whether or not any formal action and/or discussion shall be taken by the Town Board. Town Attorney Memo To: Honorable Mayor Pinkham Board of Trustees Town Administrator Lancaster From: Gregory A. White, Town Attorney Date: January 2, 2014 RE: Ordinance No. 01-14 Approving Contract to Buy and Sell Real Estate - Lot 4 of the Stanley Historic District Objective: Review and consider approving a Contract to Buy and Sell Lot 4 of the Stanley Historic District to Grand Heritage Hotel Group, LLC (the “Buyer”). Present Situation: On November 12, 2013, the Town Board voted not to approve a proposed Contract to Buy and Sell Real Estate for Lot 4 of the Stanley Historic District presented to the Town Board by the Buyer. On December 5, 2013, the Buyer presented a new proposal to the Town Board for the purchase of Lot 4. On December 5, 2013, the Town Board requested that Town Staff negotiate a new Contract for the purchase of Lot 4 by the Buyer based upon the Buyer’s proposal with certain modifications. The new Contract to Buy and Sell Real Estate is before the Town Board for review. Adoption of Ordinance No. 01-14 approves the Contract, authorizes the submittal to the electors of the terms and consideration of the Contract at the Municipal Election on April 1, 2014, and authorizes the elected officials and administrators of the Town to close the Contract if the electors of the Town approve the terms and considerations of the Contract on April 1, 2014. The major terms of the proposed Contract are as follows: 1. Purchase Price. The purchase price for Lot 4 is $1,650,000 payable as follows: a. $1,000,000 at Closing ($100,000 Earnest Money will be credited to the payment) b. Execution of a Promissory Note in the amount of $650,000. The Promissory Note shall contain a provision that in the event the Hospital District has commenced construction of the Wellness Training Center within two years of Closing, a credit of $325,000 will be given by the Town toward the principal amount of the Note. c. In the event the Hospital District does not commence construction of the Wellness Training Center within two years after Closing, the Promissory Note shall become due and payable, and the Buyer shall be entitled to build the Wellness Training Center or the Wellness Training Center portion of Lot 4 shall be dedicated by the Buyer as open space. 2. Closing. Closing shall occur ten business days after satisfaction of all contingencies. Closing may be extended for up to 545 days after the date of the Contract in the event there is any person or entity which challenges the Town Board’s approval of the land use applications, and/or code amendment by referendum, initiative or litigation. 3. Contingencies. The Contract is specifically contingent upon the following: a. Due Diligence. A 60 day due diligence for Buyer. b. Final approval of the Project by the Town Board on or before March 11, 2014. Final approval shall include approval of all land use applications for the Project, an Ordinance amending Chapter 17.44 of the Town’s Municipal Code so that the design of the buildings are compatible with the colors and architecture of the Stanley Hotel complex, and the execution of a lease between the Buyer and Hospital District for the Wellness Training Center portion of the Project. Advantages:  If the Contract is approved by the Town Board, the sale is approved by the voters at the Municipal Election on April 1, 2014, and all land use approvals for the Project are accomplished by March 11, 2014, Lot 4 will be sold to the Buyer for the purchase price.  Operation of the Project on Lot 4 would provide revenue to the Town from sales tax revenues and lodging tax revenues to the LMD. Construction of the Project would provide construction related revenues to those participating in construction of the project.  Operation of the Project would provide employment opportunities and increase visitation to the Estes Valley. Disadvantages:  The review process may need to be expedited to meet the March 11, 2014 land use approval contingency in the Contract.  In the event the Hospital District raises sufficient funds ($325,000) to build and operate the Wellness Training Center, the Town would waive $325,000 of the purchase price. Action Recommended: The consideration of Ordinance No. 01-14 is a policy decision by the Town Board and Staff has no recommendation. Budget: Closing of the property will result in revenue to the Town of the purchase price. Development and operation of the Project will result in increased tax revenues to the Town in the future. Level of Public Interest Extremely high. Sample Motion: I move to adopt/not adopt Ordinance No. 01-14 approving the Contract to Buy and Sell Real Estate for the purchase of Lot 4 of the Stanley Historic District by the Buyer. 1 ORDINANCE NO. 01-14 AN ORDINANCE APPROVING THE CONTRACT TO BUY AND SELL REAL ESTATE FOR THE SALE OF LOT 4, STANLEY HISTORIC DISTRICT SUBDIVISION TO GRAND HERITAGE HOTEL GROUP, LLC WHEREAS, Section 31-15-713 (1)(b) C.R.S. provides that the Town, by ordinance, may dispose of any property not held or used for park purposes or any governmental purpose upon terms and conditions the Board of Trustees may determine; and WHEREAS, an Initiated Ordinance Petition was filed with the Town Clerk on November 20, 2007, and referred to the electors of the Town by the Town Board on December 11, 2007; and WHEREAS, Initiated Ordinance No. 29-07 provided that the Estes Park Municipal Code be amended by the addition of Section 17.44.090 to read: “Before any sale of any property owned by the Town of Estes Park within the Stanley Historic District, the question of such sale and the terms and consideration thereof shall be submitted and approved at a regular or special election”; and WHEREAS, Initiated Ordinance No. 29-07 was adopted by the electors of the Town at the Municipal Election on April 1, 2008; and WHEREAS, Grand Heritage Hotel Group, LLC (the “Buyer”) has presented the Board of Trustees with a Contract to Buy and Sell Real Estate (the “Contract”). The form of the Contract is set forth on Exhibit A, attached hereto and incorporated herein by this reference; and WHEREAS, the Board of Trustees has reviewed the Contract, taken public comment, and determined that Lot 4, Stanley Historic District Subdivision (“Lot 4”), shall be sold according to the terms and conditions of the Contract to Buy and Sell Real Estate in the form as set forth on Exhibit A. NOW, THEREFORE, BE IT ORDAINED BY THE BOARD OF TRUSTEES OF THE TOWN OF ESTES PARK, COLORADO AS FOLLOWS: 1. The Contract to Buy and Sell Real Estate, in substantially the form as set forth on Exhibit A, is approved, and the Mayor or, in the absence thereof, the Mayor 2 Pro Tem is authorized and directed to execute the Contract for and on behalf of the Town, but with such minor changes therein as shall be consistent with Exhibit A and as the Town Attorney and the Mayor or Mayor Pro Tem shall approve, the execution thereof being deemed conclusive of the approval of any such changes. 2. Pursuant to the terms and conditions of Section 17.44.090 of the Municipal Code, the question of the sale of Lot 4 pursuant to the terms and conditions of the Contract shall be submitted to the electors of the Town of Estes Park at the Municipal Election on April 1, 2014. 3. If the sale of Lot 4 pursuant to the Contract is approved at the Municipal Election on April 1, 2014, the appropriate elected officials and administrative staff of the Town of Estes Park are hereby authorized to close the sale of Lot 4 according to the terms and conditions of the Contract without further action and approval of the Town Board. 4. This Ordinance shall take effect and be enforced thirty (30) days after its adoption and publication. Passed and adopted by the Board of Trustees of the Town of Estes Park, Colorado this _________ day of _______________, 2014. TOWN OF ESTES PARK Mayor ATTEST: Town Clerk I hereby certify that the above ordinance was introduced and read at a meeting of the Board of Trustees on the ________day of _____________, 2014 and published in a 3 newspaper of general publication in the Town of Estes Park, Colorado, on the day of __________________, 2014. Town Clerk 01-02-14 CONTRACT TO BUY AND SELL REAL ESTATE 1. Contract. Buyer agrees to buy and Seller agrees to sell the Property on the terms and conditions set forth in this Contract. 2. Defined Terms. (a) Buyer. Buyer is GRAND HERITAGE HOTEL GROUP, LLC, a Maryland limited liability company. (b) Seller. Seller is THE TOWN OF ESTES PARK, COLORADO, a municipal corporation. (c) Property. The Property is the following-described real estate together with the interests, easements, rights, and benefits appurtenant thereto, and all interests of Seller in strips and gores of land, vacated streets and alleys adjacent thereto: Lot 4, Plat of Lots 3, 4, 5, 6, 7, 8, and 9 of the Stanley Historic District Subdivision of a portion of Tracts 4 and 5, Stanley Addition to Town of Estes Park, Larimer County, Colorado. (d) Project. The Project shall mean: (i) a Wellness Training Center primarily focused on lifestyle changes, physical fitness and training, nutrition and medical/personal care treatment, together with all uses ancillary thereto, to be located on approximately one-third (1/3) of the Property (the “Wellness Training Center Component”); (ii) an accommodations use, together with all uses ancillary thereto, including without limitation, staff physician lodging for the Wellness Training Center, to be located on approximately one-third (1/3) of the Property (the “Accommodations Component”); and (iii) the required open space on the remaining approximately one-third (1/3) of the Property (the “Open Space Component”), as all such components are generally depicted on Exhibit “A” attached hereto and incorporated herein by this reference. “Commencement of Construction” or “Commenced Construction” with respect to the Wellness Training Center shall mean that a building permit for the Wellness Training Center has been issued by the Town and construction of significant physical improvements on the Wellness Training Center Component has commenced. (e) MEC (mutual execution of the Contract). MEC shall mean the date upon which both parties have signed this Contract as indicated next to their signatures on this Contract. (f) Due Diligence Deadline. The Due Diligence Deadline shall be the date that is sixty (60) days after MEC. 01-02-14 2 (g) Final Approval. Final Approval shall mean approval by the Town Board of the Seller (“Town Board”) of all land use applications filed by Buyer in connection with the Project (“Land Use Applications”) and of an ordinance amending Chapter 17.44 of the Town’s Municipal Code to permit the design of the buildings within the Project to be compatible with the colors and architecture of the Stanley Hotel Complex, including but not limited to, the use of red roofs and white walls (the “Code Amendment”), and thereafter expiration of all rights of any person or entity to challenge the Town Board’s approval of the Land Use Applications and the Code Amendment by referendum, initiative or litigation. Nothing in this Paragraph 2(g) shall be construed as requiring the Town Board to approve the Land Use Applications or the Code Amendment, and any such approvals shall be made in accordance with applicable provisions of Town ordinances and regulations governing the Project. (h) Buyer's Activities. Buyer’s Activities shall mean surveys, soil tests, engineering tests, environmental audits and tests, feasibility studies, appraisals and any other studies, inspections or investigations Buyer deems reasonably necessary or appropriate in evaluating the Property for the Project. (i) Studies and Reports. Studies and Reports shall mean all plans, plats, studies, surveys, soils reports, geotechnical reports, environmental audits, drainage studies and reports, utility plans, street designs, landscape plans, traffic studies and reports, appraisals, and all other documents, studies, and reports relating to the Property. “Studies and Reports” shall not include any information of a confidential or privileged nature. (j) Hospital District. Hospital District shall mean the Park Hospital District, a health district formed under the laws of the State of Colorado. (k) Hospital District Lease. Hospital District Lease shall mean that long-term lease between Buyer as lessor and the Hospital District as lessee for the lease of the Wellness Training Center Component of the Property [which, among other provisions, shall be contingent on both Closing of the sale of Lot 4 to Buyer and raising of sufficient funds by the Hospital District to pay THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000) of the purchase price to Buyer]. 3. Purchase Price and Terms. Subject to the provisions of Paragraph 3(c) below, the purchase price is ONE MILLION SIX HUNDRED FIFTY THOUSAND DOLLARS ($1,650,000), which shall be paid by Buyer as follows: (a) Earnest Money. An amount equal to ONE HUNDRED THOUSAND DOLLARS ($100,000) shall be paid by Buyer to Title Company, as hereinafter defined, within three (3) business days after approval by the Town Board of the Land Use Applications and the Code Amendment as specified in Paragraph 2(g) 01-02-14 3 above. The Earnest Money shall be deposited in an interest bearing account. The Earnest Money and all interest earned thereon, shall be referred to as the “Earnest Money.” If this Contract is terminated by the Buyer for any reason other than a default by Buyer, all Earnest Money shall be promptly returned to the Buyer and, except as provided in Section 6(a) of this Contract, upon return of the Earnest Money all parties shall be released from all obligations hereunder. If Buyer does not terminate this Contract prior to the Due Diligence Deadline, the Earnest Money shall be non-refundable for any reason other than a default by the Seller in the performance of Seller’s obligations under this Contract or a new title Exception disclosed to Buyer after the Due Diligence Deadline that is not acceptable to Buyer as provided in Section 5(a) of this Contract. The Earnest Money shall be applied to the Purchase Price at Closing. (b) Cash at Closing. NINE HUNDRED THOUSAND DOLLARS ($900,000) of the purchase price (i.e. $1,000,000 less Earnest Money of $100,000 earlier paid), subject to closing costs and customary prorations, shall be payable by Buyer to Seller at Closing in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, or savings and loan teller check (“Good Funds”). (c) Promissory Note. At Closing, Buyer shall execute and deliver to Seller Buyer’s promissory note in the amount of SIX HUNDRED FIFTY THOUSAND DOLLARS ($650,000) with provisions reflecting a credit of THREE HUNDRED TWENTY-FIVE THOUSAND DOLLARS ($325,000) against the principal amount of the promissory note in the event the Hospital District has Commenced Construction of the Wellness Training Center within two (2) years after Closing (“Promissory Note”). The Promissory Note shall provide for no interest except for interest following default of eight percent (8%). The Promissory Note shall be due and payable no later than ten (10) business days after the occurrence of the first of the following events to occur: (i) two (2) years after Closing, or (ii) upon issuance of a building permit for the Wellness Training Center. 4. Evidence of Title. (a) Commitment. Within ten (10) days after MEC (“Title Deadline”), Seller, at Seller’s expense, shall cause to be furnished to Buyer a current commitment for an owner’s title insurance policy in an amount equal to the purchase price (“the Commitment”) from a title company selected by the Seller and licensed to do business in Colorado (the “Title Company”). The Commitment shall commit to delete or insure over the standard exceptions which relate to: (1) parties in possession; (2) unrecorded easements; (3) survey matters; (4) unrecorded mechanic’s liens; (5) gap period (effective date of the Commitment to date the deed is recorded); and (6) unpaid taxes, assessments, and unredeemed tax sales prior to the closing. 01-02-14 4 (b) Copies of Exceptions. On or before the Title Deadline, Seller, at Seller’s expense, shall furnish to Buyer (1) a copy of any plats, declaration, covenants, conditions, and restrictions burdening the Property; and (2) copies of any other documents (or, if illegible, summaries of such documents) listed in the schedule of exceptions in the Commitment (“the Exceptions”). This requirement shall pertain only to documents as shown of record in the office of the Clerk and Recorder of Larimer County, Colorado. The Commitment, Survey, and copies or summaries of the Exceptions constitute the title documents (“the Title Documents”). 5. Title. (a) Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before the Due Diligence Deadline, or within fifteen (15) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the Commitment, together with a copy of the Title Document adding the new Exception(s) to title. If Seller does not receive Buyer’s notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. (b) Matters Not Shown by the Public Records. Seller shall disclose to Buyer, on or before the Title Deadline all easements, liens, leases, or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine whether any third party or parties has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before the Due Diligence Deadline. If Seller does not receive Buyer’s notice by said date, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. (c) Right to Cure. If Seller receives notice of unmerchantability of title or any other unsatisfactory title condition(s) or Commitment terms as provided in Section 4(a) or (b) of this Contract, Seller shall act in good faith and use reasonable efforts to correct said items and bear all reasonable expenses to correct the same prior to the expiration of the Due Diligence Deadline. If such unsatisfactory title condition(s) are not corrected prior to the expiration of the Due Diligence Deadline, this Contact shall then terminate; provided, however, Buyer may, by written notice given to Seller at the time of or prior to Closing, waive objection to such items. Notwithstanding the foregoing, Seller shall obtain the release of all monetary liens regardless of the cost or expense of obtaining such release(s). 01-02-14 5 6. Contingencies. (a) Due Diligence. Within ten (10) business days after MEC, Seller shall deliver to Buyer true and correct copies of all Studies and Reports Seller may have in its possession or control pertaining to the Property. Prior to the Due Diligence Deadline, Buyer, its authorized agents and representatives, shall be entitled to enter upon the Property at all reasonable times for Buyer’s Activities. Buyer shall promptly pay when due all costs of Buyer’s Activities, shall not permit any lien to attach to the Property by reason of Buyer’s Activities, and shall promptly repair any damage to the Property caused by Buyer’s Activities. Buyer shall defend, indemnify and hold Seller, its agents and employees, harmless from and against any and all liability, loss, damage, cost, and expense including reasonable attorney’s fees, which Seller may suffer as a result of claims, demands, costs, liens, and/or judgments against Seller arising out of Buyer’s Activities. If Buyer shall for any reason, in Buyer’s sole discretion, disapprove of, or be dissatisfied with, any aspect of the Property or any investigation, test, or study, Buyer shall be entitled to terminate this Contract by written notice to Seller given on or before the Due Diligence Deadline. The obligation to indemnify Seller pursuant to the terms of this section 6(a) shall survive the termination of this Contract. (b) Final Approval. This Contract is expressly conditional and contingent upon approval of the Project by the Town Board on or before March 11, 2014, and Final Approval of the Project within five hundred forty-five (545) days after MEC. Buyer shall diligently and timely pursue Final Approval in good faith, execute all documents and furnish all information reasonably required by the Seller. Buyer agrees to satisfy the reasonable requirements of the Seller, but Buyer shall have the right, at Buyer's sole and absolute discretion, to reject any condition of Final Approval and/or withdraw its application for Final Approval at any time. If Buyer is unable to obtain Final Approval within five hundred forty-five (545) days after MEC, this Contract shall terminate. The Contingency set forth in this Section 6(b) is for the benefit of both parties and may not be waived by either party without the written consent of the other party. (c) Elector Approval of the Sale of Property. This Contract is expressly conditional and contingent upon authorization by the electors at Seller’s Municipal Election on April 1, 2014, of the sale of the Property by Seller to Buyer pursuant to the consideration and terms of this Contract. If the electors do not authorize such sale on April 1, 2014, this Contract shall thereupon terminate. (d) Hospital District Lease. This Contract is also expressly conditional and contingent upon execution of the Hospital District Lease prior to March 11, 2014, on terms and conditions acceptable to Buyer and the Hospital District in their sole discretion. 7. Closing. The Closing shall be held on the date that is ten (10) business days after satisfaction of all Contingencies described in Paragraph 6 above. Delivery of deed(s) from Seller to Buyer shall be at closing. The Closing shall be held at 10:00 a.m. 01-02-14 6 at the office of the Seller in Estes Park, Colorado or at such other reasonable time and location as the parties may mutually agree. The Closing shall be held not less than ninety (90) nor more than five hundred forty-five (545) days after MEC. The date of Closing may be extended by mutual agreement of the parties. 8. Use Covenant. Seller shall, prior to the recording of the special warranty deed conveying the Property from Seller to Buyer, record a Covenant restricting use of the Wellness Training Center Component of the Property to either a Wellness Training Center or open space (the “Use Covenant”). 9. Transfer. Subject to tender or payment at Closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient special warranty deed to Buyer at Closing conveying the Property free and clear of all liens and encumbrances subject only to those specific Exceptions described by reference to recorded documents as reflected in the Title Documents accepted by Buyer in accordance with Section 5 of this Contract, and the Use Covenant to be recorded prior to the recording of the special warranty deed. 10. Closing Costs; Documents and Services. Buyer and Seller shall pay, in Good Funds, their respective Closing costs and all other items required to be paid at Closing. Buyer and Seller shall sign and complete all customary or reasonably required documents at or before Closing. Fees for real estate closing services shall be paid at Closing one-half by Buyer and one-half by Seller. The documentary fee of .01 percent of the purchase price shall be paid at Closing by Buyer. Seller shall pay the premium for the owner’s title insurance policy. Prorations shall be made between the Buyer and Seller in accordance with customary local practices. 11. Possession. Possession of the Property shall be delivered to Buyer at Closing free and clear of any leases, subject to Buyer’s right to enter the Property prior to Closing to perform Buyer’s Activities. 12. Assignability and Binding Effect. This Contract may not be assigned by Buyer without Seller’s consent except to an affiliate of Buyer. This Contract shall inure to the benefit of and be binding upon the successors and, to the extent permitted, assigns of the parties. 13. Condition of Property. The Property shall be delivered to Buyer at Closing in substantially the same condition existing as of MEC. 14. Time of Essence and Remedies. Time is of the essence hereof. If any obligation hereunder is not performed or waived as herein provided, there shall be the following remedies: 01-02-14 7 (a) Buyer’s Default. If Buyer is in default, all Earnest Money shall be forfeited by Buyer, released and paid to Seller and, except as provided in section 6(a) of this Contract, both parties shall thereafter be released from all obligations hereunder. It is agreed that the Earnest Money is liquidated damages, and not a penalty, which amount the parties agree is fair and reasonable and said forfeiture shall be Seller’s sole and only remedy for Buyer’s failure to perform the obligation of this Contract. Seller expressly waives the remedies of specific performance and additional damages. (b) Seller’s Default. If Seller is in default, Buyer may elect to treat this Contract as canceled, in which case all Earnest Money shall be returned to Buyer, or Buyer may elect to treat this Contract as being in full force and effect and Buyer shall have the right to an action for specific performance or damages or both. (c) Attorneys’ Fees. In the event of any litigation arising out of or in any way relating to this Contract, the court shall award to the party that substantially prevails in such litigation all reasonable costs and expenses, including attorneys’ fees. 15. Entire Agreement; Subsequent Modification; Survival. This Contract constitutes the entire agreement between the parties relating to the subject hereof, and any prior letters of intent or agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. No subsequent modification of any of the terms of this Contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by both parties. Any obligation in this Contract which, by its terms, is intended to be performed after termination or Closing shall survive the same. 16. Counterpart Copies. This Contract may be executed in counterpart copies. Signatures may be evidenced by facsimile or electronic mail. Documents with original signatures shall be provided to the other party at Closing, or earlier upon request of either party. 17. Notice. Any notice required or desired to be given by the parties hereto shall be in writing and may be personally delivered; mailed, certified mail, return receipt requested; sent by telephone facsimile with a hard copy sent by regular mail; sent by a nationally recognized receipted overnight delivery service for earliest delivery the next business day; or sent by electronic mail with a hard copy sent by regular mail. Any such notice shall be deemed given when personally delivered; if mailed, three (3) delivery days after deposit in the United States mail, postage prepaid; if sent by telephone facsimile or electronic mail, on the day sent if sent on a business day during regular business hours (9 a.m. to 5 p.m.) of the recipient, otherwise on the next business day; or if sent by overnight delivery service, one (1) business day after deposit in the custody of the delivery service. The addresses, telephone numbers, and electronic mail addresses for the mailing, transmitting, or delivering of notices shall be as set forth below each parties signature on 01-02-14 8 this Contract. Notice of a change of address of either party shall be given in the same manner as all other notices as hereinabove provided. 18. Acceptance. This proposal shall expire unless accepted in writing by Buyer and Seller, as evidenced by their signatures on this Contract, and the offering party receives notice of acceptance, on or before 5:00 p.m. on January 7, 2014. IN WITNESS WHEREOF, the parties have executed this Contract the day and year set forth opposite their signatures. BUYER: GRAND HERITAGE HOTEL GROUP, LLC, a foreign limited liability company By: DELAWARE, LLC, a foreign limited liability company, Member Date: __________ By: ___________________________ John Cullen, Member ADDRESS OF BUYER: SELLER: THE TOWN OF ESTES PARK, COLORADO, a municipal corporation Date: __________ By: Name: Title: ADDRESS OF SELLER: