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.
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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.
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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.
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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:
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Darlynne Al Leibring
Assistant Secretary
(SEAL)