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HomeMy WebLinkAbout6 - Shapiro buy/sell vacant land contractCONTRACT TO BUY AND SELL VACANT LAND (REMEDIES INCLUDE SPECIFIC PERFORMANCE) a,,-w—Zz 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, C� 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 2 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 3 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 4 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 9 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 T 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 7 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 4 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- - 46--j� 1 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. Z