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HomeMy WebLinkAboutC08-075TRI-PARTY AGREEMENT THIS TRI-PARTY AGREEMENT (this "Agreement") is entered into as of the 28~' day of February, 2008, by and among STRATTON FLATS, LLC, a Colorado limited liability company ("Stratton"), EAGLE COUNTY, COLORADO (the "County"), and COBIZ BANK, a Colorado corporation doing business as Colorado Business Bank, for itself and as agent for any other financial institutions that are or may from time to time become parties to the Loan Agreement (as defined below). CoBiz and any such other financial institutions, together with their respective successors and assigns, shall collectively be referred to herein as "Lender." Recitals A. On or about the date hereof, Stratton is acquiring from Meritage JFA Gypsum, LLC ("Meritage") the real property legally described on Ezhibit A attached hereto (the "Property"). B. Stratton intends to construct on the Property atwo-phase residential development containing a total of 339 residential units (each a "Unit" and collectively, the "Units"), consisting of 152 single family homes, 118 townhomes and 69 condominiums (together with certain off-site improvements, the "Project"). C. Meritage, Stratton and the County have previously entered into an Agreement to Provide Deed Restricted Housing on Stratton Flats dated as of January 15, 2008, as amended by a First Amendment to Agreement to Provide Deed Restricted Housing on Stratton Flats dated as of February 28, 2008 (the "County Agreement"). Among other things, the County Agreement provides that, in return for the payment by the County to Stratton of the sum of $4,500,000 (the "County Payment"), Stratton shall sell certain of the Units for "below market" prices, and that it will subject certain Units to deed restrictions limiting the prices for which such Units can be resold in the future. Stratton's obligations to the County under the County Agreement are referred to herein as the "County Obligations." D. The County Obligations are presently secured by a deed of trust encumbering the Property for the benefit of the County (the "County Deed of Trust"). E. Lender has agreed to make certain loans (collectively, the "Loan") to Stratton in order to facilitate the development of the Project. The Loan shall initially be in a maximum principal amount of $17,500,000, consisting of a $14,500,000 acquisition and development loan and a $3,000,000 construction loan. The Loan shall be governed by a Construction Loan Agreement between Stratton and Lender dated as of February 28, 2008 (the "Loan Agreement"), shall be evidenced by certain promissory notes (the "Notes"), and shall be secured by, among other things, a first priority deed of trust encumbering the Project (the "Deed of Trust"). The Loan Agreement, the Notes, Deed of Trust and all other documents evidencing, securing, or otherwise executed in connection with the Loan shall collectively be referred to herein as the "Loan Documents." Stratton's obligations to Lender under the Loan Documents are referred to herein as the "Loan Obligations." 821842.6 F. Stratton, the County and Lender (each a "Party" and collectively, the "Parties") wish to set forth certain understandings and agreements with respect to the Project, the County Agreement and the Loan. Agreement NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which aze hereby acknowledged, the Parties agree as follows: 1. Incorporation of Recitals. The Recitals set forth above aze hereby incorporated into and made a part of this Agreement. 2. Consent to County Agreement; Liability for Loan Obli atm. The Lender hereby consents to the County Agreement and agrees that, subject to the terms of this Agreement, the performance by Stratton of the County Obligations shall not constitute a violation of the Loan Documents. Without limiting the generality of the foregoing, Lender agrees that it will permit Units to be sold for the prices set forth on Exhibit B attached hereto; provided, however, that following the completion of any foreclosure of the Deed of Trust, the pricing restrictions set forth in Exhibit B shall no longer be applicable. Lender and Stratton expressly agree that the County does not have an ownership interest in Stratton. Lender agrees that it will not, in connection with any demand, claim or legal action concerning the Loan Obligations, claim that the County is liable for the Loan Obligations by reason of any actions taken by the County pursuant to this Agreement. 3. Consent to Loan. T'he County hereby consents to the Loan and agrees that the closing, funding and performance by Stratton of the Loan Obligations shall not result in a violation of the County Agreement. Without limiting the generality of the foregoing, the County hereby confirms, pursuant to Section 13 of the County Agreement, that it is satisfied with the terms of the Loan and the rights provided to the County by this Agreement (despite the fact that this Agreement does not satisfy each of the criteria mentioned in the second sentence of such Section), and that the County Payment is no longer conditional pursuant to the terms of such Section. Upon the closing of the Loan, the County shall release the County Deed of Trust. 4. Subordination of Count~greement. The County hereby subordinates the County Agreement, and all of its rights thereunder, to the Deed of Trust and all rights of Lender under the Loan Documents. In furtherance of this subordination (but without limiting the effect thereof), the Parties specifically agree as follows: (a) Until such time as the Loan has been repaid in full, Stratton shall not pay to the County, and the County shall not accept from Stratton, any payments called for, contemplated or required by the County Agreement, including without limitation any portion of the County Payment or any interest thereon. (b) Until such time as the Loan has been repaid in full, the County shall not commence any action or proceeding against Stratton as a consequence of any default by Stratton under the County Agreement, except that the County may take such actions as are reasonably necessary in order to compel Stratton to comply with its obligations to sell 821842.6 2 Units for prices that do not exceed the allowable prices as set forth in the County Agreement. (c) Upon any foreclosure of the Deed of Trust, the County Agreement shall be terminated and of no further force and effect, and Lender or any other purchaser at foreclosure shall not be bound by, or required to comply with, the County Agreement or any of the terms, provisions or obligations set forth therein. Notwithstanding the foregoing, any deed restrictions applicable to any Units that are sold prior to foreclosure of the Deed of Trust shall remain in effect. 5. Modification of Loan. Lender may, at any time and from time to time: (a) increase the amount of the Loan, or make additional advances under the Loan (whether obligatory, discretionary, for protection of collateral, or otherwise); (b) change the amount, manner, place or terms of payment, change or extend the time of payment, or renew or otherwise alter or modify, the Loan or any Loan Document; (c) release or otherwise deal with all or any part of any collateral pledged or mortgaged to secure the Loan; (d) release anyone liable in any manner for payment or collection of the Loan; (e) exercise or refrain from exercising any rights against Stratton or others; and (f) apply any sum received by Lender to payment of the Loan in any manner permitted by the Loan Documents. No modification of the Loan shall affect or impact in any way the rights and obligations of the Parties under this Agreement, or the subordination of the County Agreement to the Loan Documents, as modified. 6. Copies to County. Lender agrees that it shall provide the County with copies of any default notices and any other material written notices sent to Stratton under the Loan Documents that relate to the status of the Loan and/or Stratton's performance of the Loan Obligations. Such notices shall be provided to the County at the same times and in the same manner as they are provided to Stratton. In addition, Lender agrees that it shall provide the County with copies of any documents modifying the Loan. Stratton hereby consents to the delivery of any and all such items to the County, and to any and all other communications between Lender and the County that may take place with respect to the Loan, the County Agreement or the Project. 7. Cure Rights. Prior to commencing any enforcement action under the Loan Documents, Lender shall provide written notice of the default (a "Loan Default") which would permit Lender to commence such enforcement action to the County (a "Default Notice") and shall permit the County an opportunity to cure such Loan Default in accordance with the provisions of this Section 7. If the Loan Default is a monetary default resulting in a liquidated sum of money, the County shall have until thirty (30) days after the giving by Lender of the Default Notice to cure such monetary default. If the Loan Default is of anon-monetary nature, the County shall have the same period of time as Stratton has under the Loan Documents to cure such non-monetary default; provided, however, if such non-monetary default is susceptible of cure but cannot reasonably be cured within such period and if curative action was promptly commenced and is being continuously and diligently pursed by the County, the County shall be given an additional period of time as is reasonably necessary for the County in the exercise of due diligence to cure such non-monetary default for so long as (a) the County makes timely payment of Stratton's regularly scheduled monthly payments under the Loan and any other amounts due under the Loan Documents, (b) such additional period of time does not exceed 821842.6 3 ninety (90) days, and (c) during such non-monetary cure period, there is no material impairment to the value, use or operation of the Project. Neither the granting of the foregoing cure rights, nor anything else in this Agreement, shall constitute Lender's consent to any change of ownership or control of Stratton or its members and managers (regardless whether any such change of ownership or control would involve the County), or to any transfer of the Property or any portion thereof or interest therein with the exception of sales of Units in accordance with the terms of this Agreement. 8. Option to Acquire Loan. The Parties agree that, following the occurrence of a Loan Default, the County shall have the right (but no obligation) to purchase the Loan, on the following terms and conditions: (a) In order to exercise its right to purchase the Loan, the County must deliver to Lender, within thirty (30) days after the County has received a Default Notice, written notice of the County's election to exercise such right (the "Purchase Notice"), together with $15,000 as an earnest money deposit. The Purchase Notice shall only be effective if it is accompanied by such earnest money deposit, and such earnest money deposit shall not be refundable to the County unless the closing of the County's purchase of the Loan fails to occur because of a default by Lender. The Purchase Notice shall specify a closing date for the purchase of the Loan (the "Closing Date"), which shall be not less than ten (10) nor more than thirty (30) days after the date of the Purchase Notice, and which shall not in any event be later than the date of any scheduled foreclosure sale of the Property. (b) On the Closing Date, the County shall pay to Lender, in certified funds or by wire transfer, the full amount of the indebtedness then due under the Loan Documents, including, without limitation, the outstanding principal balance of the Loan, all interest (including default interest) accrued under the Loan as of the date of such purchase, and all costs incurred by Lender with respect to the Loan and the enforcement thereof (including, without limitation, any public trustee fees, attorneys' fees and collection costs), less the $15,000 earnest money deposit paid by the County pursuant to subsection (a) above. (c) At any time prior to the Closing Date, Lender may initiate foreclosure proceedings and pursue any other remedies Lender may have under the Loan Documents. (d) On the Closing Date, Lender shall transfer the Loan to the County without recourse, and the County shall assume any remaining obligations of Lender under the Loan Documents. Lender and the County shall execute such documents as may be reasonably required in order to effect the transfer of the Loan. Stratton agrees that following any such transfer of the Loan, Lender shall have no further obligations of any kind whatsoever with respect to the Loan or the Loan Documents. (e) The transfer of the Loan by Lender to the County shall be "as-is," except that Lender shall represent and warrant to the County: (i) that Lender is the holder of the Loan and the Loan Documents, and (ii) the amount of indebtedness that is outstanding under the Loan and the amount, if any that remains to be disbursed under the Loan. az~saz.s 4 9. Notices. Any notices, communications and waivers under this Agreement shall be in writing and shall be (i) delivered in person, (ii) mailed, postage prepaid, either by registered or certified mail, return receipt requested, or (iii) sent by overnight express carrier, addressed in each case as follows: To Stratton: Stratton Flats, LLC c/o Meritage Development Group, LLC 408 Aspen Business Center, Suite 209 Aspen, Colorado 81611 Attention: Scott B. Russell With a copy to: Krabacher & Sanders, P.C. 201 North Mill Street, Suite 201 Aspen, Colorado 81611 Attention: Curtis Sanders To the County: Eagle County 500 Broadway Box 580 Eagle, Colorado 81621 Attention: County Attorney With a copy to: Eagle County 500 Broadway Box 580 Eagle, Colorado 81621 Attention: Director of Housing And with a copy to: Balcomb & Greene P.C. P.O. Box 790 Glenwood Springs, CO 81602 Attention: Christopher L. Coyle To Lender: CoBiz Bank 821 17~' Street Denver, Colorado 80202 Attention: Kathy Thurston With a copy to: Often, Johnson, Robinson, Neff & Ragonetti, P.C. 950 Seventeenth Street, Suite 1600 Denver, Colorado 80202 Attention: Michael Westover or to any other address as to any of the Parties hereto, as such Party shall designate in a written notice to the other Parties hereto. All notices sent pursuant to the terms of this Section shall be deemed received (i) if personally delivered, then on the date of delivery, (ii) if sent by overnight, express carrier, then on the next business day immediately following the day sent, or (iii) if sent 821842.6 5 by registered or certified mail, then on the earlier of the third business day following the day sent or when actually received. 10. Further Assurances. Each Party agrees that it will, upon request by any other Party, execute such other documents as may be reasonably required in order to carry out the intent and purposes of this Agreement. 11. Assignment by County. The County shall have the right to assign all of its interest in this Agreement to an Eagle County Housing Authority to be created by the County pursuant to C.R.S. §29-1-204.5, et seq. and/or C.R.S. §29-4-501, et seq. 12. Amendments. This Agreement may not be changed or modified orally, but only by an agreement in writing signed by the Party against whom enforcement of any change is sought. 13. Successors. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. 14. Governing_Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 15. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument. 16. Conflicts. In the event of any conflict, ambiguity or inconsistency between the terms and conditions of this Agreement and the terms and conditions of the County Agreement, this Agreement shall control. [remainder of page intentionally left blank) 821842.6 6 1N WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. STRATTON FLATS, LLC, a Colorado limited liability company By: Meritage Development Group, LLC, a Colorado limited liability company, its Manager By: Sc anager EAGLE COUNTY, COLORADO a body corporate and politic by and through its Boazd of County Commissioners By: Peter F. Runyon Chairman of the Boazd of County Commissioners Eagle County, Colorado COBIZ BANK, a Colorado corporation doing business as Colorado Business Bank B `~ Y• Kathy Thurston Senior Vice President 821642.6 / IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first abo~~e written. STRATTON FLATS, LLC, a Colorado limited liability company By: Merita.ge Development Group, LLC, a Colorado limited liability company, its Manager By: s Hager EAGLE COUNTY, COLORADO a body corporate and politic by and through its Board of County Commissioners By: -~ Peter F. Runyon Chairman of the Board of ounty Commissioners F•.agle County, Colorado COBlZ BANK, a Colorado corporation doing business as Colorado Business Bank Kathy Thurston Senior Vice President By: a7tR.i2 r 7 IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. By: STRATTON FLATS, LLC, a Colorado limited liability company By: Meritage Development Group, LLC, a Colorado limited liability company, its Manager By: Scott B. Russell, Manager EAGLE COUNTY, COLORADO a body corporate and politic by and through its Board of County Commissioners Peter F. Runyon Chairman of the Board of County Commissioners Eagle County, Colorado COBIZ BANK, a Colorado corporation doing business as Colorado Business Bank B ~` y~ Kathy Thurston Senior Vice President 821842.6 EXHIBIT A (The Property) PARCEL A, AMENDED LEHMANN PARCELS, ACCORDING TO THE "AMENDED EXEMPTION PLAT, LEHMANN PARCEL" FILED JUNE 30, 2006 AT RECEPTION N0.200617646, COUNTY OF EAGLE, STATE OF COLORADO. az~~Z.b A-1 EXHIBIT B (Unit Sale Prices) [See attached]' 821842.6 D' 1 ~~~~~i~ ~~P'~~ia ~p~~~~ ~ ~ ~ ~~ ~ ~~~w~~~~ ~~ ~ ~. ® o~oooo a oONN4 Nv mrt+oearo ~~ D ~ °~ e ~ e ~ v ~ ~$$aa ~~~~$ o o, n ~'~1 ~ ~~~ ; o M ~~ P~~ h• P ~ O P ~O pp CC p~~ p 01 O M O O I/i ~ ~~~ ~~ ~~~~~ ~ ~~~~~ a , , p C ! ~~ ti ~~~~~1~° p p ¢ o+ w~~~~l~ N~.~~aA ~~: ~ ~p v N r e G j D ~, p, p p~~ O D ~ ~ t'~ M 6 v ~ P OM + O~ p J ~ Ri r1 [~ `••~ (~ O ~ fI4 K ~ ~ ~ ~ p ~ p H ff! 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