The URL can be used to link to this page

Home My WebLink AboutC10-242 Reconveyance Agreement Riverview RECONVEYANCE AGREEMENT THIS RECONVEYANCE AGREEMENT (this "Agreement ") is made this 3 day of August, 2010 by and between EAGLE RIVERVIEW AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation (the "Corporation "), and EAGLE COUNTY, COLORADO, a body corporate and politic (the "County "). The Corporation and the County are also referred to herein as a "Party" and collectively as the "Parties." RECITALS A. The Corporation was organized as a Colorado nonprofit corporation to acquire, construct, operate and maintain public improvements for the benefit and on behalf of the County and its inhabitants. B. The County is the owner of the real and personal property comprising a 73 -unit rental housing complex known as the "Eagle Riverview Affordable Housing Project" (the "Project") located on the property described in Exhibit A attached hereto (together with all improvements thereon (the "Property "). C. Pursuant to that certain Conveyance Agreement dated July 30, 2010 between the Corporation and the County (the "Conveyance Agreement'), the County obtained title to the Project from the Corporation on July 30, 2010 (the "Prior Conveyance Date ") in connection with the defeasance of certain bonds on such date that had been b en issued by the Corporation on or about July 1, 1999 to finance the acquisition and improvement of the Project. D. The County is (1) the lessor (or successor lessor) under various leases (the "Leases ") with respect to the Project and the holder of refundable security deposits in connection with the Leases (the "Security Deposits "), (2) the owner and /or beneficiary (or assignee) of certain licenses, permits, consents, authorizations, approvals, registrations and certificates issued by govemmental authorities pertaining to the occupancy, ownership or operation of the Project (the "Permits "), (3) a party to (or assignee of) various management, service, repair, maintenance, operating and other agreements and contracts affecting the Project (the "Contracts "), and (4) the owner of certain other tangible and intangible personal property located on or used in connection with the Project (the "Personal Property "). E. The Parties now wish to provide for the reconveyance of the Project to the Corporation in order to facilitate and provide for its substantive rehabilitation, which the Parties acknowledge will be of benefit to the County and its inhabitants. NOW THEREFORE, in consideration of the foregoing, the Parties hereby agree as follows: 1. Consideration. The Project is being conveyed by the County to the Corporation at no cost to the Corporation, except as provided in Section 6 below. 2. Transfer of Title. At Closing (defined below), fee title to the Property shall be conveyed by the Corporation to the County by delivery of a good and sufficient special warranty deed (the "Special Warranty Deed "), subject to those matters described in Exhibit B attached hereto. 3. Assignment of Other Project Property. At Closing, the County will assign to the Corporation, and the Corporation will assume or accept, as applicable, all of the County's right, title and interest in, to and under (a) the Leases and Security Deposits, (b) the Permits and Contracts, \ DE - 065064/000009.483076 v2 and (c) the Personal Property The County represents and warrants it has not obtained any Permits or entered into Contracts since the Prior Conveyance Date and that the only Permits and Contracts being conveyed to the Corporation pursuant hereto are the Contracts and Permits assigned to the County pursuant to the Conveyance Agreement and referred to therein as the Assignable Permits Assi tY P Y 9 (and g and the Assignable Contracts). 4. Closing. Closing of the conveyance of the Project (the "Closing ") shall take place simultaneously with the execution of this Agreement. Closing shall take place at or through the offices of Heritage Title Company in Eagle, Colorado (the "Title Company "), which shall act as closing and escrow agent pursuant to written Instructions mutually satisfactory to the Parties. 5. Closing Deliveries. At Closing, the Parties shall deliver or cause to be delivered, in a form mutually satisfactory to the Parties, to each other and, where applicable, to the Title Company, the following items, duly executed and acknowledged as required: (a) The Special Warranty Deed; (b) An Assignment and Assumption of Leases and Security Deposits pursuant to which all of the County's right, title and interest as "landlord" or "lessor" in, to and under the Leases and Security Deposits is assigned to and assumed by the Corporation; (c) An Assignment and Assumption of Contracts and Permits pursuant to which all of the County's right, title and interest in, to and under the Contracts and Permits is assigned to and assumed by the Corporation; (d) A Bill of Sale and General Assignment and Assumption pursuant to which all of the County's right, title and interest in, to and under the Personal Property is assigned to and accepted by the Corporation; and (e) Such other instruments or documents as may be reasonably required, or as the Title Company may reasonably request, to effect or carry out the purposes of this Agreement. 6. Closing Costs and Adjustments. The Corporation will be responsible for all recording fees and for all escrow and other charges of the Title Company in connection with the transaction, including all title insurance charges and premiums. The Parties acknowledge that the Property is currently exempt from property taxes, so there are no current property taxes to be prorated. All other items of income and expense as are customarily adjusted or prorated upon the purchase and sale of a property similar to the Project shall be adjusted or prorated between the Corporation and the County accordingly and shall be handled post - closing by the Parties as they may agree. The Parties shall reasonably cooperate with each other in this regard and to ensure an orderly and timely tum -over of the Project. 7. Possession. Possession of the Property shall be delivered to the Corporation immediately following Closing. 8. No Representations or Warranties. The Corporation acknowledges and agrees that it is acquiring the Project and the Project is being conveyed to the Corporation in its "AS -IS" condition and, except as provided in the Special Warranty Deed, the County hereby waives, and the County hereby disclaims, all representations and warranties of any type or kind whatsoever with respect to the Project, whether express or implied, including, by way of description and not limitation, those conceming fitness for a particular purpose and use, the status or condition of title and the environmental condition of the Property. The provisions of this Section 8 shall survive Closing hereunder and shall not merge into any instrument of conveyance pursuant to this Agreement. —2 \\DE - 065064/000009 - 483076 v2 9. Further Assurances. The Parties each agree to execute such further documents and to take such further actions as may be necessary or desirable to perform this Agreement and consummate and effect the transactions contemplated hereby. 10. Goveming Law. This Agreement shall be construed, interpreted and enforced under and in accordance with the laws of the State of Colorado. 11. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original but all of which shall constitute one and the same agreement. IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first above written. EAGLE RIVERVIEW AFFORDABLE HOUSING CORPORATION, a Colorado nonprofit corporation B y : fI 4»- Name:t4 . 1. `iu1}.i Title: r i►f L,rr.r President EAGLE COUNTY, COLORADO, a body corporate and politic By: Sara J. Fisher - hairman —3 liDE - 065064/000009 - 463076 v2 Exhibit A Legal Description Parcel 1 LOT 1, BLOCK 2, EAGLE -VAIL SUBDIVISION, FILING NO. 2, ACCORDING TO THE PLAT RECORDED JANUARY 7, 1974 IN BOOK 232 AT PAGE 782, COUNTY OF EAGLE, STATE OF COLORADO. Parcel 2 THAT CERTAIN EASEMENT AND RIGHT OF WAY CREATED BY CONVEYANCE OF EASEMENT DATED SEPTEMBER 26, 1978, AND RECORDED ON OCTOBER 2, 1978, IN BOOK 276 AT PAGE 45, FOR THE PURPOSE OF CONSTRUCTING, MAINTAINING, REPAIRING, ENLARGING, AND RECONSTRUCTING VEHICULAR PARKING AND PARKING STRUCTURES, WHICH EASEMENT AFFECTS THE FOLLOWING PARCEL: TRACT A, AMENDED FINAL PLAT, LOT 1A, BLOCK 2, EAGLE VAIL FILING NO. 2, ACCORDING TO THE PLAT RECORDED JUNE 13, 1978 IN BOOK 271 AT PAGE 85, COUNTY OF EAGLE, STATE OF COLORADO. ttDE - 065064+000009 - 463076 v2 Exhibit B Permitted Exceptions 1. ALL TAXES AND ASSESSMENTS FOR THE YEAR 2010 AND SUBSEQUENT YEARS, A LIEN NOT YET DUE AND PAYABLE (IF APPLICABLE) 2. THE RIGHT OF THE PROPRIETOR OF A VEIN OR LODE TO EXTRACT AND REMOVE HIS ORE THEREFROM SHOULD THE SAME BE FOUND TO PENETRATE OR INTERSECT THE SUBJECT PROPERTY AS RESERVED IN PATENT OF THE UNITED STATES OF AMERICA RECORDED AUGUST 19, 1921, IN BOOK 93 AT PAGE 322. 3. A RIGHT OF WAY ON THE SUBJECT PROPERTY FOR DITCHES OR CANALS CONSTRUCTED BY THE AUTHORITY OF THE UNITED STATES AS RESERVED IN PATENT OF THE UNITED STATES OF AMERICA RECORDED AUGUST 19, 1921, IN BOOK 93 AT PAGE 322. 4. COVENANTS, CONDITIONS AND RESTRICTIONS AND LIEN RIGHTS AS CONTAINED IN INSTRUMENT RECORDED JULY 7, 1992 IN BOOK 584 AT PAGE 244 AND RESOLUTION RECORDED JULY 7, 1992 IN BOOK 584 AT PAGE 243. AND AS SHOWN ON ALTA/ACSM SURVEY DATED JUNE 1, 2008, PROJECT NO. 101 - 35641, PREPARED BY KELLY L. MILLER, PLS NO. 37958, OF EAGLE COUNTY ENGINEERING DEPARTMENT, LAST REVISED JULY 1, 2010 NOTE: PORTIONS OF SAID EASEMENT ARE VACATED IN DOCUMENT RECORDED DECEMBER 6, 1979 IN BOOK 295 AT PAGE 569. 5. TERMS, CONDITIONS, PROVISIONS, AGREEMENTS AND OBLIGATIONS CONTAINED IN RIGHT OF WAY EASEMENT GRANTED TO HOLY CROSS ELECTRIC ASSOCIATION, INC. RECORDED JANUARY 17, 1979 IN BOOK 280 AT PAGE 900. NOTE: QUIT CLAIM DEED PERTAINING TO THIS EASEMENT WAS RECORDED NOVEMBER 9, 1998 AT RECEPTION NO. 675428. 6. TERMS, CONDITIONS, PROVISIONS, AGREEMENTS AND OBLIGATIONS CONTAINED IN UNDERGROUND RIGHT OF WAY EASEMENT GRANTED TO HOLY CROSS ELECTRIC ASSOCIATION, INC. RECORDED AUGUST 08, 1997 IN BOOK 734 AT PAGE 157. AND AS SHOWN ON ALTA/ACSM SURVEY DATED JUNE 1, 2008, PROJECT NO. 101 - 35641, PREPARED BY KELLY L. MILLER, PLS NO. 37958, OF EAGLE COUNTY ENGINEERING DEPARTMENT, LAST REVISED JULY 1, 2010 7. UTILITY AND DRAINAGE EASEMENTS TEN (10) FEET IN WIDTH ARE RESERVED ALONG EACH SIDE OF EVERY BACK LOT LINE OF EVERY LOT LINE IN THE EAGLE -VAIL SUBDIVISION FILING NO. 2; IN ADDITION UTILITY AND DRAINAGE EASEMENTS SEVEN AND ONE -HALF (7 %) FEET IN WIDTH ARE RESERVED ALONG EACH SIDE OF EVERY SIDE LOT IN SUCH SUBDIVISION NOT FRONTING ON A DEDICATED STREET OR ROAD, AS RESERVED ON THE PLAT RECORDED JANUARY 7, 1974 IN BOOK 232 AT PAGE 782. AND AS SHOWN ON ALTA/ACSM SURVEY DATED JUNE 1, 2008, PROJECT NO. 101 - 35641, PROJECT NO. 101 - 35641, PREPARED BY KELLY L. MILLER, PLS NO. 37958, OF EAGLE COUNTY ENGINEERING DEPARTMENT, LAST REVISED JULY 1, 2010 B -1 AIDE - 0650641000009 - 463076 v2 8. RIVER ACCESS AND DRAINAGE EASEMENT ALONG THE NORTHERLY LOT LINE OF SUBJECT PROPERTY AS SHOWN ON THE PLAT OF EAGLE -VAIL SUBDIVISION FILING NO. 2 RECORDED JANUARY 7, 1974 IN BOOK 232 AT PAGE 782. AND AS SHOWN ON ALTA/ACSM SURVEY DATED JUNE 1, 2008, PROJECT NO. 101 - 35641, PREPARED BY KELLY L. MILLER, PLS NO. 37958, OF EAGLE COUNTY ENGINEERING DEPARTMENT, LAST REVISED JULY 1, 2010 9. ANY ADVERSE CLAIM BASED UPON THE ASSERTION THAT: SAID LAND OR ANY PART THEREOF IS NOW OR AT ANY TIME HAS BEEN BELOW THE HIGHEST OF THE HIGH WATERMARKS OF THE EAGLE RIVER IN THE EVENT THE BOUNDARY OF SAID RIVER HAS BEEN ARTIFICIALLY RAISED OR IS NOW OR ANY TIME HAS BEEN BELOW THE HIGH WATERMARK, IF SAID RIVER IS IN ITS NATURAL STATE. SOME PORTION OF SAID LAND HAS BEEN CREATED BY ARTIFICIAL MEANS OR HAS ACCRETED TO SUCH PORTION SO CREATED. SOME PORTION OF SAID LAND HAS BEEN BROUGHT WITHIN THE BOUNDARIES THEREOF BY AN AVULSIVE MOVEMENT OF THE EAGLE RIVER, OR HAS BEEN FORMED BY ACCRETION TO ANY SUCH PORTION. 10. EXISTING LEASES AND TENANCIES 11. AMENDED AND RESTATED EAGLE -VAIL PUD GUIDE RECORDED OCTOBER 18, 2006 AT RECEPTION NO. 200628614 AND TERMS, CONDITIONS, PROVISIONS, AGREEMENTS AND OBLIGATIONS CONTAINED IN RESOLUTION NO. 2006 -103 IN CONNECTION THEREWITH RECORDED NOVEMBER 2, 2006 AT RECEPTION NO. 200630158 ANY RIGHT, TITLE, INTERESTS OR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF MATTERS SHOWN ON THE ALTA/ACSM SURVEY DATED JUNE 1, 2008, PROJECT NO. 101 - 35641, PREPARED BY KELLY L. MILLER, PLS NO. 37958, OF EAGLE COUNTY ENGINEERING DEPARTMENT, LAST REVISED JULY 1, 2010, INCLUDING TELECOMMUNICATION LINES AND SANITARY SEWER LINES TRAVERSING THE SUBJECT PROPERTY B -2 \IDE - 065064/000009 - 463076 v2