Loading...
HomeMy WebLinkAbout8- supplement to Shapiro buy/sell vacant land contractp. SUPPLEMENTAL AGREEMENT BETWEEN THE COUNTY OF EAGLE, STATE OF COLORADO AND A. L. SHAPIRO & CO. AMENDMENT TO THAT CERTAIN CONTRACT TO BUY AND SELL VACANT LAND DATED APRIL 7, 1983 - EAGLE COUNTY JUSTICE CENTER THIS SUPPLEMENTAL AGREEMENT made and entered into this day ofA 1983, by and between the County of Eagle, State of Colorado, a body corporate, by and through its Board of County Commissioners, hereinafter referred to as the "Purchaser," and A. L. Shapiro & Co., hereinafter referred to as the "Seller." DVOTTAT c WHEREAS, pursuant to that certain Contract to Buy and Sell Vacant Land dated April 7, 1983, between the parties hereto, hereinafter referred to as the "Primary Contract," the Seller agreed to sell and the Purchaser agreed to buy the following described real estate in the Town of Eagle, County of Eagle, Colorado, for the construction of a County Justice Center and related public facilities, subject to the terms and conditions set forth therein: 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.00101'54 "W. 41.60 feet; thence along said southerly boundary the following two (2) courses and distances: 1) N.65-20-43"E. 442.96 feet 2) N.60 °53'22 "E. 499.91 feet thence departing said southerly boundary along the following five (5) courses and distances: 11 1) S.07 055'04 "E. 152.21 feet 2) S.01 °40'40 "E. 205.09 feet 3) S.25 °12'04 "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.890 28' 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 °01'54 "E. 41.60'feet to the point of beginning. Said parcel contains 10.420 acres or 453,886 square feet, more or less, together with all easements and rights of way appurtenant thereto; and WHEREAS, one of the conditions of the Primary Contract was the establishment 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, and as an ingress and egress to adjacent properties presently owned by Shapiro Construction Company, and The Green Corp. and Haley & Co., respectively; and WHEREAS, it has been brought to the attention of the parties hereto that the Nogal Tracts Partnership, owner of real property located immediately adjacent to the eastern boundary of the Property and commonly referred to as the " Nogal Tract," desires the establishment of a public right -of -way commencing at Chambers Avenue in the Town of Eagle and continuing therefrom in an easterly direction across the Property and properties presently owned by the Shapiro Construction Company, and The Green'Corp. and Haley & Co., respectively, to the western boundary of the Nogal Tract; and WHEREAS, by reason of the foregoing, the parties hereto desire to amend the Primary Contract by deleting therefrom the aforementioned condition 2 <e a regarding the establishment of an exclusive, perpetual easement and right -of -way, and, in its place and stead, to make provision for the establishment of a dedicated public right -of -way, subject to terms and conditions set forth hereinbelow:- OnXIVMAMrPQ NOW, THEREFORE, for and in consideration of the mutual covenants, conditions, and promises contained herein and the Primary Contract, the parties hereto agree that that certain Contract to Buy and Sell Vacant Land dated April 7, 1983, between the parties hereto, be and is hereby amended and /or modified as follows: 1. The legal description of the Property set forth in Section 1 of the Primary Contract be and is hereby amended in its entirety to now read: "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 containing 10.420 acres or 453,886 square feet, more or less, and 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 5.00 001'54 "W. 41.60 feet; thence along said southerly boundary the following two (2) courses and distances: 1) N.65-20'43"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) 5.07 055'04 "E. 152.21 feet 2) S.01 040'40 "E. 205.09 feet 3) S.25 °12'04 "E. 132.11 feet 4) S.63 °20'48 "W. 633.48 feet 5) 5.59 024'01 "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 3 C1 �a 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 °01'54 "E. 41.60 feet to the point of beginning, together with all easements and rights of way appurtenant thereto; Excepting therefrom the following described parcel of land to be used as a public right -of -way and containing 0.395 of an acre or 17215.8 square feet, more or less: A parcel located in Tract 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, with all bearings contained herein based on a bearing of N.00 °33'00 "W. between the Town of Eagle Street Monuments at Fifth and Broadway and Second and Broadway, as follows: Beginning at a point from which the Witness Corner for Corner No. 4 of said Tract 70 bears N.59 014'42 "W. 461.82 feet distant; thence N.63 020'48 "E. 574.24 feet to a point on the Westerly Boundary of a parcel known as the Nogal Tract; thence along said Boundary S.25 012'04 "E. 30.01 feet to the Northeasterly corner of a parcel of land recorded in Book 268 at Page 466 of the Eagle County Records; thence along the Northerly Boundary of said parcel S.63 020'48 "W. 573.48 feet; thence N.26 039'12 "W. 30.00 feet to the point of beginning, hereinafter referred to as "Parcel D." The property described hereinabove excepting therefrom Parcel D, hereinafter referred to as the "Property," contains 10.025 acres or 436,670.2 square feet, more or less." 2. Section 3 of the Primary Contract be and is hereby amended in its entirety to now read: "The purchase price shall be U.S. four hundred twenty -six thousand three hundred sixty -nine dollars and fifteen cents ($426,369.15), payable as follows: ten thousand dollars and no cents ($10,000.00) hereby receipted for; plus an additional four hundred sixteen thousand three hundred sixty -nine dollars and fifteen cents ($416,369.15) in the form of a County Treasurer's Warrant at time of closing." 3. Section 6 of the Primary Contract be and is hereby amended in its entirety to now read: "Title shall be merchantable in Seller, except as stated in this paragraph and in paragraphs 7 and 8. 4 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 July 6, 1983, on�3JjaX :RXRiX.X:Ui U, or by mutual agreement, at an earlier date conveying the Property free and clear of all Y g e P 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." 4. Section 13(d) of the Primary Contract be and is hereby amended in its entirety to now read: "This Contract is expressly contingent upon the establishment of a right -of -way approximately sixty feet in width commencing from that portion of Chambers Avenue which is adjacent to the western boundary of the Property and continuing in an easterly direction to 60 (sixty) feet on the property presently owned by Shapiro Construction Company. It is intended that thirty feet of the aforementioned right -of -way 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 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 a conveyance or dedication to the Town of Eagle, Colorado, hereinafter referred to as the "Town," for the Gi purpose and use as a public road. The term "public road," as used herein, includes standard easements for utilities, including cable television, within the right -of -way, in the manner commonly required by the subdivision regulations of the Town now in force. In consideration of the grant of the aforementioned right -of -way and subject to the Town's approval as set forth hereinbelow, the Purchaser agrees that as part of its construction of the County Justice Center, the Purchaser shall construct within the subject right -of -way a road 24 feet in width with 6 foot shoulders on each side and a pavement thickness of 3 inches, and, in addition, shall provide for the installation and /or extension of necessary utilities to a point not less than 60 feet east of the northwest corner of the property presently owned by the Shapiro Construction Company. The Purchaser further agrees that the aforementioned road construction and extension of utilities will be at no additional cost to the Seller, The Green Corp. and Haley & Co., or Shapiro Construction Company; that the aforementioned parties shall be entitled to hook on to such utility lines or other facilities located within the subject right -of -way upon payment of the usual tapping charges imposed upon other users of such utility lines or other facilities; and that the Purchaser will take all steps necessary to formalize in writing the Purchaser's obligations and responsibilities stated herein for the benefit of such third parties. 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 G9 the establishment of the aforementioned right -of -way, and the grant thereof by conveyance or dedication to the Town. If on the date of closing, the respective parties in interest have not mutually agreed to the conditions and restrictions of the subject right -of -way as the same are set forth herein, or the Town has accepted the grant of the subject right -of -way but with the imposition of additional conditions or restrictions 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." 3. Section 13(e) of the Primary Contract be and is hereby amended in its entirety to now read: "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 436,670.2 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." 6. Section 13(h) be and is hereby added to the Primary Contract to read: "Purchaser and Seller acknowledge that certain Real Property Sale Agreement, attached hereto as Exhibit A for reference purposes only, entered into on or about May 10, 1983, between the Seller, the Nogal Tracts Partnership, and Shapiro Construction Company relative to the establishment of a public road 7 approximately 60 feet in width comencing from that point where the public right -of -way referred to in Section 13(d) will terminate or 60 feet east of the northwest corner of the property presently owned by the Shapiro Construction Company, and continuing in an easterly direction to the western boundary of the Nogal Tract. It is intended that thirty feet of the aforementioned right -of -way will be located adjacent to the northern boundary of the property presently owned by Shapiro Construction Company, with the remaining thirty feet intended to be located on Parcel D described hereinabove. The Purchaser and Seller agree that between the parties hereto, the Purchaser shall be deemed a third party beneficiary to those certain provisions of the Real Property Sale Agreement set forth in Exhibit A relating to the use of the subject parcel of land as a public road right -of -way, and the road construction and installation and /or extension of utilities therein. In the event the Real Property Sale Agreement set forth in Exhibit A is terminated or otherwise declared null and void by the parties thereto, the Purchaser shall have the option to purchase Parcel D described hereinabove at the purchase price of sixteen thousand eight hundred ten dollars and twenty -nine cents ($16,810.29), subject to any further conditions and terms which may be negotiated by the parties hereto." 7. Section 13(i) be and is hereby added to the Primary Contract to read: "If any of the contingencies set forth within this Contract are not fully satisfied by September 15, 1983, either party shall have the option of declaring this Contract null and void, and each party hereto shall be released from all obligations hereunder and all things of value received hereunder shall be returned." 8. It is expressly agreed by the parties hereto that this Supplemental Agreement is supplemental to the Primary Contract dated April 7, 1983, which is by reference made a part hereof, and all the terms, conditions, and provisions thereof, unless specifically modified herein, are to apply to the Supplemental Agreement and are made a part hereof as though they were expressly rewritten, incorporated and included herein. In the event of any conflict, inconsistency, or incongruity between the provisions of the Primary Contract and this Supplemental Agreement, provisions of this Supplemental Agreement shall in all respects govern and control. IN WITNESS WHEREOF, the parties hereto have entered into this Supplemental Agreement as of the date first above written. BOARD OF COUNTY COMMISSIONERS ATTEST: COUNTY OF E LE, STATE OF COLORADO By • erk to th oard of David E. Mott, Chairman ounty Commissioners /L-71 Date: 6 Purchaser's Address: P.O. Box 850 Eagle, Colorado 81631 A. L. SHAPIRO & CO. Y 26 Title. Date: Seller's address: P.O. Drawer 1448 Vail, Colorado 81658 9 STATE OF COLORADO) ) ss. County of Eagle ) The foregoing was sworn to and subscribed before me this o24 day of May, 1983, by A ppAH An 1.• 614 Pfipieb for A. L. Shapiro & Co. My commission expires ary c Address: p 5 % rz 10 EXHIBIT "A" REAL PROPERTY SALE AGREEMENT 1. The parties to this agreement are: (a) Nogal Tracts Partnership, a Colorado general partnership, hereinafter designated NOGAL TRACTS; (b) A. L. Shapiro & Co., a Colorado general Partner- ship, hereinafter designated ALS; and (c) Shapiro Construction Co., a Colorado corporation, hereinafter designated SCC. 2. TY_� subject of this agreement is the conveyance by ALS and SCC to the Town of Eagle, Colorado, of a parcel of real prop- erty in Eagle County, Colorado, which is more particularly described herein. In consideration of the promises and payments provided for herein, for the express purpose of creating a sixty -foot right -of -way for a public road, the parties stipulate and agree as set forth below. 3. The parties stipulate: (a) That ALS has agreed to convey a ten -acre parcel of real property in Eagle County, Colorado, to Eagle County, for use as the site of a justice center and related improve- ments. This property is located south of and adjacent to the I -70 right -of -way and is adjacent to the east side of the Eagle Commercial Park. (b) That there is to be a sixty -foot wide access road "serving this justice center, which goes from the streets of Eagle Commercial Park on the west, in an easterly direction, to a point which is sixty feet east of the northwest corner of a parcel of ground which SCC owns, and which is located on the south side of the ALS parcel being conveyed to Eagle County; (c) That the north half of this road is to be located along the south end of the ALS property, and the south half of this road is to be located in the north ends of the SCC property, as well as property to the east said to be owned by Green and Haley. (d) That the original agreement for the purchase of the ALS property by Eagle County had provided that this road be limited to use by the parties over whose property it ran, but that those parties may now agree that the road shall be a public road and dedicated to the�Town of Eagle; and (e) That if this road is made such'a public road, Nogal Tracts would like to have the public road extended further east, to the western boundary of the real property owned by Nogal Tracts, which property is adjacent to the eastern boundary lines of the ALS and SCC parcels. -1- F 4. If Eagle County, SCC, ALS, and the owner of the Green /Haley parcel carry out the plan specified in 3 (a) through 3 (e), Nogal Tracts shall pay ALS and SCC for a parcel of land sixty feet wide, north and south, extending from the eastern end of that public road, in the same direction as that road, to the eastern boundary of the Nogal Tracts property. 5. The price which shall be paid for this parcel shall be $1.92 per square foot, or $66,065.00. Half of this amount shall be paid to ALS, and the other half paid to SCC. 6. Payment of the purchase price shall either be cash at closing, or, if the entire amount is not paid at closing, the balance shall be financed by ALS and SCC at Colorado National Bank prime rate, adjusted as that rate changes. The amount financed shall be due when the entire road to the Nogal Tracts property has been paved, or three years after closing, whichever happens first. To evidence this obligation, Nogal Tracts shall execute and deliver to SCC and ALS a standard form installment promissory note to reflect this obligation. This obligation shall be secured by a deed of trust encumbering real property in Eagle County, Colorado, whose present fair market value, less prior liens and encumbrances, exceeds 133% of the amount financed. This promissory note and this deed of trust shall be owned one -half by ALS and one -half by SCC. Prepayments may be made on this obligation at any time, without penalty. 7. This parcel shall be conveyed to the Town of Eagle by a standard form warranty deed, containing no exceptions to the warranty of title except the current year's real property taxes and patent reservations of record. 8. Closing shall be held, at such reasonable time and place as the Town of Eagle may designate, but not later than seven days after the closing of the transaction described in Paragraph 3 (a). 9. The term "public road ", as used herein, includes standard easements for utilities, including cable television, within the right -of -way, in the manner commonly required by the subdivi- sion regulations of the Town of Eagle now in force. 10. Failure of a party to observe the obligations imposed by this agreement shall render that party liable for the reasonable attorney's fees incurred by the other in any legal proceedings concerning the subject matter of this agreement. Each party shall be entitled to the remedy of specific performance concerning the rights and obligations imposed by this agreement. 11. This agreement is contingent upon the closing of the transaction described in Paragraph 3(a). 12. This agreement is also contingent upon Eagle County's approving an amendment to its contracts with ALS and SCC which is consistent with this agreement. -2- -3- This agreement is also contingent upon the. Town of Eagle accepting this dedication as a public road right -of -way, upon terms concerning installation of the public road which are no more.expensive than the planned installation of the road which.are no more expensive than the planned installation of the road by Eagle County from Chambers Avenue to the Justice Center{ and which-do not require a right -of -way which i:s more than sixty feet in width. 13. If the condition described in Paragraph 12 has not been met by June lst, 1983, any party hereto ztidy thereafter terminate this agreement upon written.notice to the other parties. 14. , Neither of the parties hereto, or Eagle County, shall be required to install a road or utility lines east of the point which is sixty feet east of the northwest corner of the SCC parcel. If any party -one of the parties to this agreement, Eagle County, or some other party - installs a road or utility line within this area which is east of a point which is sixty feet east of the northwest corner of the SCC parcel, then neither of the parties hereto, nor Eagle.County, shall be obligated to bear all or part of the expense. of such installation, unless they were the party which,caused such installation to be done, or unless they shall have previously agreed in writing to share in such cost. 15. If utility lines or other, facilities are installed in this part of the right of wa_yr the parties to this agreement, and Eagle.County, shall be. entitled to hook on to those lines or other facilities upon payment of the usual tapping charges imposed upon other users of such utility lines or other facilities. 16:. Nogal Tracts shall pay the expense of deriving the legal description for the road right of way which it is obtaining ., for the. Town of Eagle, as well as other expenses incident thereto, such as recording costs.. 17. This agreement shall bind and benefit the parties hereto, and their respective successors in interest in the real property which is the.subject of this agreement. 18. I,f the conveyances from ALS and SCC to the Town of Eagle have not been completed by August lst, 1983, then ALS, SCC or Nogal Tracts shall be.entitl,ed to declare this agreement terminated, and the rights and obligations of the parties hereunder shall be void and of no further effect. -3- DONE this 4 - day of May, 1983. NOGAL TRACTS PARTNERSHIP, a A.L. SHAPIRO CO. Colorado General Partnership BY kaymq6d E. Ama , for himself and as attorney -in -fact for 7onald L. Hornung, Partners 41 . Wm. L. ,Ion Partner I.�/- V'-.' Loughran, Partn ckn Ke neth apiro I as attorney -in -fact fr Abraham L. Shapiro, Partner SHAPIRO CONSTRUCTION COMPANY, a Colorado corporation By '---� Kenneth 4& Shapiro f Vice President ATTEST: -4- Darlynne Al Leibring Assistant Secretary (SEAL)