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HomeMy WebLinkAboutC14-097 Eagle River Water and Sanitation District Purchase and Sale Contract • PURCHASE AND SALE CONTRACT t" •THIS CONTRACT is made this JD day of February, 2014, by and between EAGLE RIVER WATER & SANITATION DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado, whose address is 846 Forest Road, Vail, Colorado 81657 ("BUYER") and COUNTY OF EAGLE, STATE OF COLORADO, a body corporate and politic, whose address is Post Office Box 850, 500 Broadway, Eagle, Colorado 81631 ("SELLER"). 1. Property. Subject to the terms and conditions hereinafter set forth, Buyer agrees to purchase and Seller agrees to sell the following real property(the"Property"): Legal Description: Tract E, Vail Christian High School PUD Final Plat, according to the plat thereof recorded in the real property records of Eagle County, Colorado on May 10, 2005, under reception number 915252. 2. Purchase Price. The purchase price for the Property shall be Twenty Thousand Five Hundred Dollars $20 500.00 . The Purchase Price shall be ( ) paid to Seller by Buyer as follows: Cash Payment.v The sum of Twenty Thousand and Five Hundred Dollars ($20,500.00)plus closing costs (as designated in Paragraph 8 below),shall be paid at Closing. 3. Title Evidence. Buyer has requested, at Buyer's expense, a commitment for an owner's title insurance policy issued by a title insurance company licensed in the State of Colorado and acceptable to both Buyer and Seller("Title Company") in an amount equal to the purchase price, and certificate of taxes due issued by the Treasurer of Eagle County showing the current status of all taxes and assessments due or accruing, together with legible copies of all recorded title exceptions referred to in the commitment, shall be delivered to Buyer on or before five (5) days following the date of this Contract. Such policy shall be issued on the ALTA owner's form 10-17-92 and shall commit to delete or insure over the standard exceptions which relate to: a. parties in possession; b. unrecorded easements; c. survey matters, except for matters approved by Buyer; it being understood that neither party is obtaining a survey of this platted tract; d. any unrecorded mechanic's liens; e. gap (effective date of commitment to date deed is recorded); f. unpaid taxes and assessments and unredeemed tax sales prior to the year of closing. 4. Approval of Title and Survey. Buyer shall examine the title insurance commitment,the documents furnished therewith and the certificate of taxes due (collectively the i Q,(1-‘,1)1 "title evidence") and if title to the Property and Improvements is not marketable, or if Buyer, in its reasonable discretion, is not satisfied with the matters disclosed by the title evidence, Buyer may, at its option, give written notice of the defect or defects to Seller within 5 days following the date of receipt by Buyer of the document disclosing the matter objected to(including,but not limited to any update of the title insurance commitment). Upon receipt of notice of defects from Buyer, Seller may,by written notice to Buyer within 5 days, elect to cure such defects or not to cure them. Unless Seller elects to cure such defects, Buyer may,by written notice to Seller at or before the closing (a) elect to waive such defects and proceed to close; or (b) terminate this Contract. In the event that Buyer fails to give written notice of defects or termination within the time stated herein,Buyer shall be deemed to have accepted and approved the status of the title as disclosed by the title evidence. If Seller elects to cure title defects, upon written notice of such election to the Buyer,the Closing may be postponed by Seller for a reasonable period of time not to exceed 75 days. If, after making such election,the Seller is unable to cure within said 75 day period, Buyer shall have the options stated in (a), and (b) above to be exercised within 10 days. If Buyer gives notice of termination pursuant to this paragraph 4, this Contract shall be null and void. Seller shall promptly return to Buyer the earnest money deposit, if any, and both parties shall be released from all further obligations hereunder. 5. Seller's Information. Seller acquired the Property through a quit claim deed from Vail Christian Schools, a Colorado nonprofit corporation that was responsible for the creation of the Vail Christian High School PUD. The only information that Seller has in its possession concerning the Property is located in the files of Eagle County Community Development Department. The files are available Monday through Friday for Buyer to review. Copies of any documents may be made without cost to Buyer. 6. Conveyance. Title to the Property shall be merchantable in the Seller. Subject to the payment as above provided and compliance with the other terms and conditions hereunder by Buyer, Seller shall convey the Property and Improvements to Buyer by a good and sufficient Quit Claim Deed. 7. Closing. The closing of this transaction shall occur on February 28th, 2014, at the offices of Land Title Guarantee Company in Vail, Colorado, or at another date mutually agreed upon by the parties. 8. Closing Costs. Documents and Services. Buyer and Seller shall pay their respective closing costs and all other items required to be paid at closing except as otherwise provided herein. Buyer and Seller shall sign and complete all customary or required documents at or before closing. Fees for real estate closing services are expected to total about $500, and shall be paid at closing equally by Buyer and Seller. A waiver of sales, use and transfer tax, if any,shall be obtained by Buyer. 9. Possession; Inspection. a. Time of Possession. Possession of the Property shall be delivered to Buyer at the Closing. b. Entry Prior to Closing. Prior to the Closing, Buyer, its agents, employees and contractees shall be authorized to enter upon the Property at times 2 of 5 • convenient to Seller in order to inspect and survey the Property, provided, however, that Buyer shall at all times comply with applicable law; shall save and protect Seller harmless from any and all liability on account of the actions of Buyer, its agents or employees, upon the Property; shall cause no harm or damage to the Property; and shall not allow any liens to be filed against the Property as a result of such activities by Buyer, its agents or employees. 10. Additional Contingencies. In addition to any other contingencies contained herein, this Contract and Buyer's performance hereunder are contingent upon Buyer's satisfaction,in the exercise of its sole discretion, with each of the following conditions:None Unless Buyer notifies Seller in writing on or before five (5) days prior to Closing, that Buyer is dissatisfied with one or more of the conditions stated above, it shall be deemed conclusively that all of such conditions are acceptable to Buyer and the foregoing contingencies are forever waived. 11. Seller's Representations. In addition to its representations and warranties elsewhere in this Contract, Seller represents and warrants without any independent duty of investigation to Buyer that as of the date of its execution of this Contract and on the date of Closing, all the following statements are and will be true. a. Defects. There is no known condition to Seller with respect to the Property or its operation,or any part thereof,which violates any law, rule, regulation, covenant, restriction, code, order, decree or ruling of Eagle County,Colorado,the United States,or any agency or court. b. Authority. Seller is duly authorized and empowered to execute and deliver this Contract and the execution and delivery thereof will not cause or constitute any breach of or default under any law, contract or other agreement. c. Independent Duty of Investigation. Buyer acknowledges and agrees that it has been given the opportunity to inspect the Property and is relying on its own investigation of the Property and not on any information provided or to be provided by Seller. 12. Default. Time is of the essence hereof If any payment or other condition hereof is not made, tendered or performed by Buyer as herein provided, or if Buyer shall fail to close within the time stated in paragraph 7 above, then this Contract, at the election of the Seller, and provided Seller shall not then be in default hereunder or unable to convey merchantable title to Buyer, shall be null, void and of no effect, both Buyer and Seller shall thereupon be released from all obligations hereunder, and the earnest money deposit, if any, shall be retained by the Seller as Seller's sole remedy hereunder and as liquidated damages for Buyer's default or failure to close. In such event, neither party shall have any further or other obligations hereunder to the other;provided,however, that Buyer shall deliver to Seller,without additional cost,all contracts, documents,agreements, encumbrances, site plans, studies,surveys,test results,permits,licenses, easements, reports and data pertaining to or affecting the Property which are in Buyer's 3 of 5 possession or under Buyer's control. If Seller is unable to convey merchantable title or otherwise defaults hereunder, or fails or neglects to perform its obligations or covenants as set forth in this Contract, then Buyer may elect to treat this Contract as null and void and of no effect, whereupon the earnest money deposit, if any,shall be returned to Buyer and both Buyer and Seller shall thereupon be released from all obligations hereunder; or Buyer may elect to treat this Contract as being in full force and effect, in which event Buyer shall have the right to an action against Seller for specific performance and damages. 13. No Broker's Commissions. Buyer represents and warrants to Seller that no broker or finder has represented or acted on behalf of the Buyer in connection with the transaction contemplated by this Contract, and Buyer agrees to indemnify and hold harmless Seller against any loss, claim, damage or expense, including reasonable attorneys fees incurred by Seller as a result of any claim for any fee or commission asserted by any person claiming as a broker or finder to have represented or acted on behalf of Buyer. 14. Applicable Law. This Contract is made and shall be construed and interpreted in accordance with the law of the State of Colorado. 15. Assignment. This Contract shall not be assignable by either party without the other party's prior written consent. .Except as so restricted,this Contract shall inure to the benefit of and be binding upon the heirs,personal representatives, successors and assigns of the parties. 16. Notices. Any notice required or permitted to be delivered hereunder shall be in writing and shall be deemed to be given and delivered when deposited with the United States Postal Service, postage pre-paid, registered or certified mail, return receipt requested, addressed to the party intended at the address stated herein,or to such other addresses as may hereinafter be furnished in writing. 17. Complete Agreement. This Contract expresses the entire agreement of Seller and Buyer. There are no other understandings, oral or written, which in any manner alter or enlarge its terms. This Contract supersedes any and all agreements between the parties hereto regarding the Property which are prior in time to this Contract. Seller and Buyer agree to execute such additional documents as may be reasonable and necessary to carry out the provisions of this Contract. 18. Survival. All representations, warranties, indemnities, and covenants made herein shall survive the termination of this Contract prior to Closing or, alternatively,the Closing of this Contract and the conveyance of title hereunder, as the case may be, and shall remain enforceable after either of such events. 19. Approval by Board of County Commissioners. The Parties understand that this Agreement must be approved and ratified by the Board of County Commissioners at a regularly scheduled and public meeting. This Agreement shall become effective upon Board of County Commissioner affirmative motion approving the same. 4 of 5 t , - IN WITNESS WHEREOF, Buyer and Seller have signed this Contract as of the date first above set forth. BUYER: EAGLE RIVER WATER& SANI • TIO DISTRICT By: d inn Brooks;General Manager SEL R: COUNTY OF EAGLE, STATE OF COLORADO by and through its, :•ar I of County Commissi2kA.rs BY: , Jil7. t .Ryan,Chairm. STATE OF COLORADO ) )ss. COUNTY OF EAGLE ) This Contract was acknowledged before me this Ja- day of AL:ud.., ) , 2014, by Linn Brooks, as General Manager of Eagle River Water& Sanitation District. Witness my hand and official seal. My commission expires: (6/16 1 d Itv ' No Public KATHY A.GARRISON STATE OF COLORADO ) NOTARY PUBLIC STATE OF COLORADO )SS. NOTARY ID 19964018098 COUNTY OF EAGLE ) , PAY COMMISSION EXPIRES 101194O18 This Contract was acknowledged before me this I (� day of•Qh,-e r(- 2014, by County of Eagle, State of Colorado, by Jillian H. Ryan, Chairman Board of County Commissioners, as SELLER. Witness my hand and official seal. My commission expires: )I. / . 0)1)1A11,-1/1 bsh CHRI8TINA DAMS Notary Public NOTARY PUBLIC STATE OF COLORADO My cormabis.rte»OW 2lno1s 5 of 5