HomeMy WebLinkAboutORDINANCE 05-060
ORDINANCE NO.5-06
AN ORDINANCE RATIFYING THE ORIGINAL
REAL ESTATE SALES CONTRACT DATED THE 14TH DAY OF FEBRUARY 2006
AND APPROVING THE FIRST AMENDMENT TO THE REAL
ESTATE SALES CONTRACT
FOR THE SALE OF LOT 4,STANLEY HISTORIC DISTRICT SUBDIVISION
TO THE TOWN OF ESTES PARK TO LOT4ED,LLC.
WHEREAS,Section 31-15-73 (1)(b)C,R.S.provides that Estes Park,by
ordinance,may dispose of any property not held or used for park purposes or any
governmental purpose upon terms and conditions the governing body may determine;
and
WHEREAS,on February 14,2006,at the regular meeting of the Board of
Trustees of the Town of Estes Park,the Board of Trustees approved by motion the sale
of Lot 4,Stanley Historic District Subdivision to the Town of Estes Park pursuant to the
terms and conditions of the Real Estate Sales Contract dated February 14,2006;and
WHEREAS,the First Amendment to the Real Estate Sales Contract for Lot 4
was presented to the Town to amend the Real Estate Sales Contract in order to extend
the closing date of said Contract and to allow review of the proposed development on
Lot 4 by the Stanley Historic District Technical Review Committee;and
WHEREAS,by Resolution No.15-06,the Town Board has reaffirmed that as of
July of 2005 Lot 4,Stanley Historic District Subdivision,owned by the Town of Estes
Park was no longer used and/or held for any possible governmental purpose;and
WHEREAS,it is hereby determined by the Board of Trustees of the Town of
Estes Park that Lot 4 should be sold according to the terms and conditions of the Real
Estate Sales Contract dated February 14,2006 as amended by the First Amendment of
the Real Estate Sales Contract dated August 8,2006.
NOW,THEREFORE,BE IT ORDAINED BY THE BOARD OF TRUSTEES OF
THE TOWN OF ESTES PARK,COLORADO AS FOLLOWS:
1.The Real Estate Sales Contract dated February 14,2006 and the First
Amendment to the Real Estate Sales Contract dated August 8,2006 are hereby
ratified and approved.
2.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
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conditions of the Real Estate Sales Contract and First Amendment to Real
Estate Sales Contract without further action and approval of the Town Board.
3.This Ordinance shall take effect and be enforced thirty (30)days after its
adoption and publication.
Passed and adopted by
this day of
the Board of Trustees of the Town of Estes Park,Colorado
______________
2006.
TOWN OF ESTES PARK
?4tL St
yo r
I hereby certify that the above ordinance was introduced and read at a meeting of
the Board of Trustees on the ‘8’day of
_____________,
2006 and published in anewspaperofgeneralpublicationintheTownofEstesPark,Colorado,on the ir*%
day of p.o ,2006.
T*n Clerk
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FIRST AMENDMENT TO
NEAT ESTATE SAT VS CONTRACT
This FIRST A1IENDMENT TO REAL ESTATE SALES CONTRACT (hereinafter
referred to as the “Amendment”)is entered into the ??“day of August,2006 by the Town of
Estes Park.a municipal corporation (hereinafter referred to as “Seller”),and LOT4ED,LLC
(hereinafter referred to as “Purchaser”).
PREMISES:
WHEREAS.the Parties entered into the Real Estate Sales Contract on February 14,2006
(hereinafter referred to as the “Cnnfrart”);and
WHEREAS,Purchaser was unable to obtain approval of its Development Proposal on or
before August 1,2006 pursuant to the terms and conditions of the Stanley Historic District Master
Plan Development Standards and Design Guidelines;and
WHEREAS.the Parties desire to amend the Contract to allow Purchaser to resubmit its
Development Proposal,as amended,and obtain approval of its Amended Development Proposal
pursuant to the terms and conditions of the Stanley Historic District Master Plan Development
Standards and Design Guidelines;and
WHEREAS.litigation has been filed in the District Court,Larimer County,Colorado,
questioning the ability of the Town of Estes Park to sell Lot 4 pursuant to the terms and conditions
of the Contract without first obtaining approval of the Town’s voters;and
WHEREAS,this litigation may effect the Closing of the purchase and sale of Lot 4;and
WHEREAS,the Parties desire to amend the Contract to address these above described
issues.
AGREEMENT:
NOW,THEREFORE,for and in consideration of the Premises,the payment of the sums
described herein,the respective covenants,agreements and obligations hereinafter set forth,and
other good and valuable consideration,the receipt and sufficiency of which are hereby
acknowledged,Seller and Purchaser do hereby agree as follows:
1.Article II of the contract shall be amended to read as follows:
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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ARTICLE II
PURCHASE PRICE
2.1 PTIRCNASF PRTrE.The Purchase Price for the Property (hereinafter referred to as the(“Purchase Price’)shall be One Million Two Hundred Fifty Thousand Dollars ($1,250,000),
payable as follows:
(a)$100,000 cash or certified funds at Closing.The Earnest Money Deposit shall
be credited as part payment of the fimds due at Closing.
(b)The balance of the Purchase Price shall be paid by execution of a Promissory
Note of approximately $1,150,000,a copy of which is attached hereto as Exhibit B andincorporatedhereinbyreference.Said Promissory Note shall be secured by a First Deed ofTrustontheProperty.Said First Deed of Trust shall be in a form acceptable to Seller.
(c)RET FASES The parties understand and agree that Purchaser may be subdividing
the Property in order to seek releases from the lien of the First Deed of Trust.The term
subdivision shall include condominiumization of the Property.Seller agrees to release
individual subdivided lots (condominium units)from the lien of the First Deed of Trust
subject to the following conditions:
I.Purchaser has obtained approval of the subdivision of the Property pursuant to
the applicable provision of the Estes Valley Development Code.
2.The Promissory Note andlor any provision of the Deed of Trust is not in default.
3.Purchaser intends to construct improvements on the Property as more fully set
forth in the Development Proposal attached hereto as Exhibit A and
incorporated herein by reference.The Development Proposal includes a Map
(the “Map”)of the project depicting the location of the proposed improvements
on the Property.Purchaser shall be entitled to a Release for individual
subdivided lots on the Property as follows:
a.Upon the payment of an additional $400,000 of principal plus all
accrued interest on the Promissory Note at the time of issuing the first
building permit for the first building to be located on Lot 4,Purchaser
shall be entitled to a release for the lot containing Building A.
b.Upon the payment of an additional $400,000 of principal plus all
accrued interest on the Promissory Note,Purchaser shall be entitled to a
release for the lot containing Building B-i and B-2.
c.Upon the payment of an additional $350,000 of principal plus all
accrued interest on the Promissory Note,the Purchaser shall be entitled
to release of the lot containing Buildings C and D.
d.No further releases shall be granted from the First Deed of Trust.
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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2.Paragraph 4.2 shall be amended to read as follows:
4.2 RF\’W OF Tm F flOMM1ThWNT.Purchaser shall have twenty (20)days after receipt
of the Commitment and the Exception Documents (as herein defined)to provide to Seller written
objections to the status of title to the Property.If such written objections have not been received by
Seller prior to the end of the above described period,Purchaser shall be deemed to have
conclusively accepted and approved the status of title to the Property as shown by the Commitment.
If Purchaser does timely deliver to Seller such written objections,Seller shall have fifteen (15)days
prior to Closing to cure such objections.Seller shall diligently pursue the curing of any objections.
If Seller fails,is unable,or unwilling to cure such objections by fifteen (15)days prior to Closing,
Purchaser may either (i)waive such objections in writing and purchase the Property
notwithstanding such objections;or (H)terminate this Contract by written notice to Seller.If
Purchaser elects to terminate this Contract,the Earnest Money Deposit shall be refunded to
Purchaser on demand and neither Seller nor Purchaser shall have any further obligations hereunder,
except those obligations stated herein that survive termination of this Contract.
3.Paragraph 6.1 amended to read as follows:
6.1 ri ncrcn nm.The date of closing (the “rinsing Dnt”)shall be November 14,
2006 (the “Closing”)or at an earlier or later date upon mutual written agreement of the parties.
Closing shall be subject to the right of the Parties to extend the Closing Date for up to one (1)year
subsequent to November 14,2006 as more fully set forth in Paragraph 11.13 of this Amended
Contract.Closing shall also be subject to the right of the Purchaser to extend the Closing Date to
April 30,2007 as more fully set forth in Paragraph 11.11 (b)of this Amended Contract.If all
contingencies described in Paragraph 11.11 have been satisfied and Closing does not occur,Seller
will have the right to terminate the Contract and retain the Eamest Money Deposit paid to Seller by
Purchaser and the parties will have no further liabilities to the other.In the event that all
contingencies described in Paragraph 11.11 have not been satisfied,this Contract shall
automatically terminate and the Eamest Money Deposit shall be returned to Purchaser and the
parties will have no further liabilities to the other.
4.Paragraph 11.11 shall be amended to read as follows:
11.11 CONTWJGFNCY.
(a).The Property is subject to the terms and conditions of the Development
Agreement between FHK Company,a Colorado Partnership and the Town of Estes Park,
Colorado,a Municipal Corporation,dated January 17,1994.As such,development on the
Property is subject to review and approval pursuant to the terms and conditions of the Stanley
Historic District Master Plan Development Standards and Design Guidelines.Purchaser shall be
responsible for obtaining approval of its Amended Development Proposal,a copy of which is
attached hereto as Exhibit A,pursuant to the terms and conditions of the Stanley Historic District
Master Plan Development Standards and Design Guidelines.It shall be the responsibility of
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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Purchaser to file the necessary application for review and be responsible for all costs incurred forsaidreview.Purchase of the Property shall be contingent upon Purchaser obtaining approval of
its Amended Development Proposal on or before November 1,2006.If during the Stanley
Historic District Master Plan review process,Purchaser changes or amends its AmendedDevelopmentProposaleitherinitssolediscretionorastheresultofrequirementsforreview
approval by the Technical Review Committee,said changes in the Amended Development
Proposal shall received prior written approval of the Seller,which approval shall not beunreasonablywithheld.
(b).The Purchaser intends to subdivide the Property into one or more lots orcondominiumunitspursuanttothetermsandconditionsoftheEstesValleyDevelopmentCode.Purchaser shall be responsible for obtaining subdivision approval pursuant to the terms and
conditions of the Estes Valley Development Code and shall be responsible for all costs.Seller
shall execute any documents necessary for the subdivision review process.Purchaser shall have
the option of extending the Closing Date until April 30,2007 in order to obtain final approval of
the subdivision of the Property.The extension shall be by notice in writing to the Seller stating
the date of the requested extension.In the event of an extension of the Closing Date beyond the
date set forth in Paragraph 6.1 of this Amended Contract,the final payment date of the
Promissory Note set forth on Exhibit B shall be extended the same number of days as theextensionbeyondNovember14,2006.
5.Paragraph 11.13 shall be amended to read as follows:
11.13 LmEA.ITDN.Litigation has been filed by Stanley Associates,LLLP and Nancy A.Baker in the District Court,Larimer County,Colorado,Case No.06CV546,requesting aDeclaratoryJudgementand/or a Preliminary and Permanent Injunction against the Town to prevent
the Town from selling the Property to Purchaser pursuant to the terms and conditions of the
Contract.In the event prior to Closing,an Order is obtained from the District Court either declaring
that the Town may not sell the Property to Purchaser under the tents and conditions of the Contract
and this Amendment to the Contract,and/or a Preliminary and Permanent Injunction has been
issued by the District Court prohibiting or restricting the performance of either or both Parties of the
terms and conditions of the Contract and/or this Amendment to the Contract,either Party mayterminatetheContractandtheFirstAmendmentuponwrittennoticetotheotherParty.In case ofsuchtermination,the Earnest Money Deposit shall be returned to the Purchaser and this Contract
and the First Amendment shall be terminated and of no fbrther force and effect.Also,Purchaser
may unilaterally extend the Closing Date for up to one (1)year subsequent to November 14,2006
on no more than three (3)occasions during that one (1)year period,if Purchaser,in its sole
discretion,determines that an extension is necessary due to any litigation still pending.Either party
shall have the option to also extend the Closing Date on no more than three (3)occasions for aperiodnottoexceedone(1)year from November 14,2006,if there is any referendum and/or
initiated ordinance which may effect the ability of either or both Parties to close the sale of Lot 4underthetermsandconditionsoftheContractandthisFirstAmendment.In the event of anextensionoftheClosingDatebeyondthedatesetforthinParagraph6.1 of this Amended
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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Contract,the final payment date of the Promissory Note set forth on Exhibit B shall be extended
the same number of days as the extension beyond November 14,2006.
IN WITNESS WHEREOF,the parties hereby execute this Contract effective as
stated herein.
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
ATTEST:
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SELLER
TOWN OF ESTES PARK
Mayor
STATE OF COLORADO )
)ss
COUNTY OF LnGi
SUBSCRIBED AND SWORN to before me this day of_
Mayor of the Town of Estes Park.
2so5_’2006 by
Witness my hand and official seal.
MyCommissionExptres:a’
Notary P [C
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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PURCHASER
LOT4ED,LLC
By:
CL
STATE OF COLORADO
COUNTY OF LARLMER
)
)ss
)
SUBSCRIBED AND SWORN to before me this ‘day of___________
Grueff,flIce-i€c€pp,t—of LOT4ED.LLC.
2006 by Ed
Witness my hand and official seal.
My Commission Expires:
_____________
AyCommssjon Expires 11/03/2007
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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EXHIBIT A
GI8IT 1’.‘10 COCWCT ?a$U*Nr (2 pageS)
Eats ?vlirkrtplace
Projcct Dati Sheet
1314inp 4
9,810sf Singk Stozy +Mensrint
6,970sf Otound Lrvck Danquct Hill &Kitchen
840sf Upper Level:Officts &Support
Building RI
9,540sf Two-story (6 units)
5,200,1 Gouud Level:Keideflti2I 4 unIt
4340sf Uppa J.acl Reida&1 2 units
9540if Two-story (6 anits)
5,2001 Gzound Lent:Rcsidcndal 4 unin
4,34051 Upper Lcret:Rcsidentiid 2 units
DuildjptC
ij,575f Two Story
5,315sf Retail S units
8260af OfGce/Rtsi&aDiI £-7 units
jJngD
13,575b1 Two Story
5)lSsf Rc!3il 5 units
8,260sf Omce/RcsUcnda 6-7 tulib
Otuund tnt!:30,000sf
Upper IxvcI 26D40if
To&;56,040sf
Commercial:30,0001 (2.x)
)knideuóa 26,3SOsf
10 units
Of&cc:Number of uii TED,9,S6OsImn ira
Residtntiili 20 unit,mn
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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EXHIBIT A
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT
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EXHIBIT B
PROMISSORY NOTE
$1,150,000 po (0ca s-c ,2006
FOR VALUE RECEIVED,LOT4ED,LLC.promises to pay to the order of the TOWN
OF ESTES PARK,the sum of one million one hundred fifty thousand dollars (S 1,150,000.00),
with interest thereon from the date hereof at the rate of five percent (5%)per annum until paid infill.
A principal payment of $400,000 shall be paid on or before the issuance of the first
building permit on the Property (Lot 4 of the Stanley Historic District).Accrued interest shall be
paid quarterly.
All remaining principal and interest shall be due and payable in flail,on or before August
31,2007.The undersigned may pay any portion of the Principle and/or Accrued Interest at any
time without penalty,
In the event any payment of principal and/or accrued interest is not made in flail within
fifteen (15)days after the same becomes due,the total principal and interest then remaining
unpaid under this note shall become due and payable in flail.In the event of such default,unpaid
principal and defaulting interest shall bear interest at the rate of fifteen per cent (15%)per annum
until paid.Further,in the event holder incurs attorney’s fees in collection efforts with respect to
this note,maker and endorser shall pay,in addition to principal and interest,all reasonable
attorney fees incurred in connection with such collection efforts.
Maker and endorser hereon waive demand,protest and notice of dishonor and all
defenses on the grounds of any extension of the time of its payment that may be given by the
holder or holders.
This note is secured by a First Deed of Trust of even date herewith to the Public Trustee
of Larimer County,Colorado.
LOT4ED,LLC
A Colorado Limited Liability Company
by:Ed e%ff,
FIRST AMENDMENT TO REAL ESTATE SALES CONTRACT