HomeMy WebLinkAbout6 - Shapiro buy/sell vacant land contractCONTRACT TO BUY AND SELL VACANT LAND
(REMEDIES INCLUDE SPECIFIC PERFORMANCE)
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1. The undersigned agent hereby acknowledges having
received from the County of Eagle, State of Colorado, the sum
of ten thousand dollars and no cents ($10,000.00) in the form
of a County Treasurer's Warrant, to be held by A. L. Shapiro
& Co., in an escrow or trustee account, as earnest money and
part,payment for the following described real estate in the
Town of Eagle, County of Eagle, Colorado, to wit:
A parcel located in Tracts 69 and 70, Section
33, Township 4 South, Range 84 West of the Sixth
Principal Meridian, Eagle County, Colorado according
to the Independent Resurvey of said Township and
Range as approved on June 20, 1922; said parcel
being more particularly described as follows:
Beginning at a point on the Southerly
Right -of -Way boundary of Interstate Highway No. 70,
from which the Witness Corner for Corner No. 1 of
said Tract 70 bears S.00 °01'54 "W. 41.60 feet; thence
along said southerly boundary the following two (2)
courses and distances:
1) N.65 020'43 "E. 442.96 feet
2) N.60 053'22 "E. 499.91 feet
thence departing said southerly boundary along the
following five (5) courses and distances:
1)
S.07 055'04
"E.
152.21
feet
2)
S.01 040'40
"E.
205.09
feet
3)
S.25012'04
"E.
132.11
feet
4)
S.63 020'48
"W.
633.48
feet
5)
S.59 024'01
"W.
414.24
feet
to a point on the easterly boundary of the Eagle
Commercial Park; thence along said easterly boundary
the following two (2) courses and distances:
1) S.89 028'06 "W. 21.55 feet
2) N.00 001'53 "E. 500.96 feet
thence departing said easterly boundary
S.89 058'52 "E. 21.40 feet to the Witness Corner for
Corner No. 1 of said Tract 68; thence N.00 001'54 "E.
41.60 feet to the point of beginning.
Said parcel contains 10.420 acres or 453,886
square feet, more or less,
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together with all easements and rights of way appurtenant
thereto, hereinafter referred to collectively as the
"Property."
2. The undersigned County of Eagle, hereinafter
referred to as the "Purchaser," hereby agrees to buy the
Property, and the undersigned Owner, hereinafter referred to
as the "Seller," hereby agrees to sell the Property upon the
terms and conditions stated herein.
3. The purchase price shall be U.S. four hundred
forty -three thousand one hundred seventy -nine dollars and
forty -four cents ($443,179.44), payable as follows: ten
thousand dollars and no cents ($10,000.00) hereby receipted
for; plus an additional four hundred thirty -three thousand
one hundred seventy -nine dollars and forty -four cents
($433,179.44) in the form of a County Treasurer's Warrant at
time of closing.
4. A current commitment for title insurance policy in
an amount equal to the purchase price from a reputable title
insurance company, at Seller's expense, shall be furnished to
Purchaser on or before five (5) days prior to closing.
Seller shall deliver the title insurance policy to Purchaser
after closing and pay the premium thereon.
5. The date of closing shall be the date for delivery
of deed as provided in paragraph 6. The hour and place of
closing shall be as designated by the County of Eagle.
6. Title shall be merchantable in Seller, except as
stated in this paragraph and in paragraphs 7 and 8. Subject
to payment or tender as above provided and compliance by
Purchaser with the other terms and provisions hereof, Seller
shall execute and deliver a good and sufficient general
warranty deed to Purchaser on the tenth day after the County
of Eagle has obtained all appropriate and necessary land use
approvals from the Town of Eagle to allow the construction of
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a County Justice Center and other related public facilities
on the Property, or September 15, 1983, whichever is earlier,
or, by mutual agreement, at an earlier date, conveying the
Property free and clear of all taxes, except the general
taxes for 1983 due and payable January 1, 1984; free and
clear of all liens for special improvements installed as of
the date of Purchaser's signature hereon, whether assessed or
not; free and clear of all liens and encumbrances except
recorded easements for telephone, electricity, water, and
sanitary sewer; and subject to building and zoning
regulations.
7. Except as stated in paragraphs 6 and 8, if title is
not merchantable and written notice of defect(s) is given by
Purchaser or Purchaser's agent to Seller or Seller's agent on
or before date of closing, Seller shall use reasonable effort
to correct said defect(s) prior to date of closing. If
Seller is unable to correct said defect(s) on or before date
of closing, at Seller's option and upon written notice to
Purchaser or Purchaser's agent on or before date of closing,
the date of closing shall be extended thirty days for the
purpose of correcting said defect(s). Except as stated in
paragraph 8, if title is not rendered merchantable as
provided in this paragraph 7, at Purchaser's option, this
contract shall be void and of no effect and each party hereto
shall be released from all obligations hereunder and all
payments and things of value received hereunder shall be
returned to Purchaser.
8. Any encumbrance required to be paid may be paid at
the time of settlement from the proceeds of this transaction
or from any other source. Provided, however, at the option
of either party, if the total indebtedness secured by liens
on the Property exceeds the purchase price, this contract
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shall be void and of no effect and each party hereto shall be
released from all obligations hereunder and all payments and
things of value received hereunder shall be returned to
Purchaser.
9. General taxes for the year of closing, based on the
most recent levy and the most recent assessment, prepaid
rents, water rents, sewer rents, and interest on
encumbrances, if any, shall be apportioned to date of
delivery of deed.
10. Possession of the Property shall be delivered to
Purchaser on the date of closing, subject to no leases or
tenancies.
11. In the event the Property shall be damaged by fire,
flood or other casualty prior to time of closing, in an
amount of not more than ten per cent of the total purchase
price, Seller shall be obligated to repair the same before
the date herein provided for delivery of deed. In the event
such damage is not or cannot be repaired within said time or
if the damages exceed such sum, this contract may be
terminated at the option of Purchaser and all payments and
things of value received hereunder shall be returned to
Purchaser. Should Purchaser elect to carry out this contract
despite such damage, Purchaser shall be entitled to all the
credit for the insurance proceeds resulting from such damage,
not exceeding, however, the total purchase price. Should any
fixtures or services fail between the date of this contract
and the date of possession or the date of delivery of deed,
whichever shall be earlier, then Seller shall be liable for
the repair or replacement of such fixtures or services with a
unit of similar size, age and quality, or an equivalent
credit.
12. Time is of the essence hereof. If any note or check
received as earnest money hereunder or any other payment due
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hereunder is not paid, honored or tendered when due, or if
any other obligation hereunder is not performed as herein
provided, there shall be the following remedies:
(a) IF SELLER IS IN DEFAULT, (1) Purchaser may
elect to treat this contract as terminated, in which case
all payments and things of value received hereunder shall
be returned to Purchaser and Purchaser may recover such
damages as may be proper, or (2) Purchaser may elect to
treat this contract as being in full force and effect and
Purchaser shall have the right to an action for specific
performance or damages, or both.
(b) IF PURCHASER IS IN DEFAULT, (1) Seller may
elect to treat this contract as terminated, in which case
all payments and things of value received hereunder shall
be forfeited and retained on behalf of Seller and Seller
may recover such damages as may be proper, or (2) Seller
may elect to treat this contract as being in full force
and effect and Seller shall have the right to an action
for specific performance or damages, or both.
(c) Anything to the contrary herein
notwithstanding, in the event of any litigation arising
out of this contract, the court may award to the
prevailing party all reasonable costs and expense,
including attorneys' fees.
13. Additional provisions: This Contract to Buy and
Sell Vacant Land is expressly contingent upon and /or modified
as set forth hereinbelow:
(a) Seller by acceptance of this Contract agrees to
make prompt application(s) or to authorize the Purchaser
to make prompt application(s) for a zone change and any
other land use permits or approvals required by the Town
of Eagle to allow the construction of a County Justice
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Center and related public facilities on the Property.
Further, Seller authorizes the Purchaser to act as its
representative at any hearing before the Town of Eagle
regarding the aforementioned proposed land use of the
Property.
(b) This Contract is expressly contingent upon the
parties hereto obtaining the necessary zone change and
any other land use permits or approvals required of the
Town of Eagle to allow use of the Property for a County
Justice Center and related public facilities. If the
grant of zoning, or other required land use permits or
approvals are denied by the Town of Eagle, or if the same
are approved but with the imposition of conditions deemed
unduly burdensome or unreasonable on the part of the
Purchaser, the Purchaser shall have the option to declare
this Contract null and void, and all payments and things
of value received by the Seller shall be returned to the
Purchaser. If the appropriate zoning or other required
land use permits or approvals are not granted within 150
days of the acceptance of this Contract, the Seller shall
have the option of declaring this Contract null and void,
and shall return all sums received hereunder to the
Purchaser.
(c) Purchaser agrees to pay all costs associated
with obtaining the necessary land use approvals from the
Town of Eagle to allow the construction of a County
Justice Center and related public facilities on the
Property.
(d) This Contract is expressly contingent upon the
establishment of a right -of -way easement approximately
sixty feet in width commencing from that portion of
Chambers Avenue which is adjacent to the western boundary
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of the Property and continuing in an easterly direction
to approximately 400 feet on the property presently owned
by Shapiro Construction Company. It is intended that
' thirty feet of the aforementioned right -of -way easement
will be located adjacent to the northern boundary of the
properties presently owned by Shapiro Construction
Company, and The Green Corp. and Haley & Co.,
respectively, with the remaining thirty feet intended to
be located on the Property immediately adjacent to its
southern boundary. The grant of the subject right -of -way
easement by the owners of properties included therein
shall be at no additional cost to the Purchaser or the
Seller, and shall be in the form of an exclusive,
perpetual easement and right -of -way for the purpose and
use as a restricted public access to the County Justice
Center and related public facilities on the Property; as
an ingress and egress to adjacent properties of the
private grantors; and as an easement for all utility
purposes and uses to serve the Property and the
properties presently owned by Shapiro Construction
Company, and the Green Corp. and Haley & Co.,
respectively.
Purchaser agrees to promptly and diligently enter
into good faith negotiations with authorized
representatives of the Shapiro Construction Company, and
The Green Corp. and Haley & Co., respectively, regarding
the establishment of the aforementioned right -of -way
easement. If the subject right -of -way easement with the
above - described conditions and restrictions imposed
thereon is not mutually acceptable by the respective
parties thereto, or if written documentation establishing
the subject right -of -way easement is not formally
executed by the respective parties and recorded in the
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shall remain the same.
14. If this proposal is accepted by Seller in writing
and Purchaser receives notice of such acceptance on or before
April 12, 1983, this instrument shall become a contract
between Seller and Purchaser and shall inure to the benefit
of the heirs, successors and assigns of such parties.
ATTEST:
x ler to the ar o
County Commissioners
Purchaser's Address:
P.O. Box 850
Eagle, Colorado 81631
Date:
property records of the County of Eagle, Colorado, on or
before May 10, 1983, or if so established is objected to
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by the Town of Eagle, the Purchaser shall have the option
to declare this Contract null and void and all payments
and things of value returned to the Purchaser.
(e) Seller and Purchaser agree that the proper
value of the Property is $1.92 per square foot, as
outlined in the appraisal performed by John Peeples on
March 9, 1983. A. L. Shapiro & Co. is selling the entire
parcel of 453,886 square feet to the County of Eagle at
$.97641 per square foot. The County of Eagle
acknowledges that the excess of $.94359 per square foot
is a charitable contribution by A. L. Shapiro & Co. to
the County of Eagle in accordance with Section 170 and
1011 of the Internal Revenue Code.
(f) All applicable provisions of this Contract
shall survive closing.
(g) All other terms and conditions of this Contract
shall remain the same.
14. If this proposal is accepted by Seller in writing
and Purchaser receives notice of such acceptance on or before
April 12, 1983, this instrument shall become a contract
between Seller and Purchaser and shall inure to the benefit
of the heirs, successors and assigns of such parties.
ATTEST:
x ler to the ar o
County Commissioners
Purchaser's Address:
P.O. Box 850
Eagle, Colorado 81631
Date:
(The following section to be completed
by Seller)
15. Seller accepts the above proposal this
day of TJ r 1983, and agrees to pay a commission
of zero % of the purchase price for services in this
transaction.
A. L. SHAPIRO & CO.
By: �ii�. Z-
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Seller's address:
P.O. Drawer 1448
Vail, Colorado 81658
STATE OF COLORADO )
ss
COUNTY OF EAGLE )
The foregoing was sworn to and subscribed before me this 7th day
of April, 1983 by Abraham L. Shapiro, partner, for A. L. Shapiro & Co.
otar Publ c
Box 597
Vail, CO 81657
My commission expires February 19th, 1984.
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