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HomeMy WebLinkAboutMASON STREET MOTEL - PDP/FDP - 7-98 - CORRESPONDENCE - (8)FT.COLLINS CITY RTTY. TEL:303-221-6327 Aug.19 94 12:23 No.UU5 N.U8 15. Maintenance of the Property. The seller shall keep, or cause to be kept, the Property in its condition as of the date hereof until the closing of this transaction, subject to normal wear -and -tear and seasonal changes, and agrees not to commit or permit waste thereon. 16. Casualty. In the event that the Property is substantially damaged by fire, flood or casualty between the date of this Agreement and the date of closing of title, this Agreement may, at the option of the Purchasers, be declared null and void and of no further force or effect; and all the parties to this Agreement shall be released from all obligations hereunder; and the Purchasers shall be entitled to a refund of the amount of money, if any, theretofore paid to the Seller. 17. Headings. Paragraph headings used herein are for convenience of reference and shall in no way define, limit or prescribe the scope or intent of any provision under this Agreement. 18. Terms Survive Closing. To the extent necessary to carry. out all of the terms and provisions hereof, the said terms, obligations and rights set forth herein shall be deemed not terminated at the time of closing, nor shall they be necessarily merged with the various documents executed and delivered at such time. 19. Construction. Words of the masculine gender shall include the feminine and neuter gender and when the sentence so indicates, words of the neuter gender shall refer to any gender. words in the singular shall include the plural and vice versa. This Agreement shall be construed according to its fair meaning, and as if prepared by both parties hereto, and shall be deemed to be and contain the entire understanding and agreement between the parties hereto. There shall be deemed to be no other terms, conditions, promises, understandings, statements or representations, express or implied, concerning this Agreement unless set forth in writing and signed by both parties hereto. 20. Right to Inspect. The Purchasers or any designee thereof shall have the right to inspect the physical condition of the Property. The Purchasers may terminate this Agreement by furnishing written notice of any unsatisfactory condition, signed by or on behalf of the Purchasers, on or before October 31, 1994. If such written notice is not received by the Seller on or before said date, the physical condition of the Property shall be deemed to be satisfactory to the Purchasers. 21. Contingencies. A. This Agreement is hereby made expressly contingent upon the City Council of the City of Fort Collins (hereinafter referred - 6 of 9 - FT.COLLINS CITY RTTY. TEL:303-221-6327 Aug 19 94 12:26 No.003 P.11 ATTEST: AP ROVED AS TO FO Ass r ant City orney ATTEST: Secretary PURCHASERS: ROGER D. SEARS FAMILY TRUST By: ZL�J, u-1� 6,Jdirice D..Sears, Trustee U '&nnice D. Sears, Individually PHELPS-TOINTON, INC., A Delaware orpo tion By: Pres ent - 9 of 9 - regarding compliance with any environmental protection, pollution or land use laws, rules, regulations, orders or requirements, including solid waste, as defined by the U.S. Environmental Protection Agency regulations at 40 C.F.R., Part 261 or the disposal or existence, in or on the Property, of any hazardous substance, as defined by the Comprehensive Environmental Response Compensation and Liability Act of 1980, as amended, and regulations promulgated thereunder. The Purchasers further acknowledge and agree that having been given the opportunity to inspect the Property, the Purchasers are relying solely on their own investigation of the Property and not on any information provided or to be provided by the Seller.. The Purchasers further acknowledge and agree that any information provided or to be provided with respect to the Property was obtained from a variety of sources and that the Seller has not made any independent investigation or verification of such information and makes no representations as to the accuracy or completeness of such information. The Purchasers agree that the Seller is not liable or bound in any manner by any verbal or written statements, representations or information pertaining to the Property, or the operation thereof, furnished by any real estate broker, agent, employee, servant, or other person. The Purchasers further acknowledge and agree that to the maximum extent permitted by law, the sale of the Property as provided for herein is made on an "AS IS" condition and basis with all faults. It is understood and agreed that the purchase price has been adjusted by the Purchasers to reflect that all of the Property is sold by the Seller and purchased by the Purchasers subject to the foregoing. 25. Brokerage Commission. The Purchasers agree to indemnify and hold harmless the Seller from any claim for any brokerage commission in connection with the Purchasers, purchase of the Property under this Agreement by A. Stephen and Company, Inc. The parties acknowledge and agree that A. Stephen and Company, Inc., is not acting as an agent for the Seller in this transaction and if it has any involvement in this transaction, it is as the agent of the Purchasers. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. SELLER: THE CITY OF FORT COLLINS, COLORADO A Municipal Corporation i i By:IMIA ity Man ger e. 4't. - 8 of 9 - FT.COLLINS CITY ATTY. TEL:6U6 1-b3Z( Hug ly y4 1Z;Z4 Nu.UUID 4 Coun il" 1p roving this Agreement by ordinance, which to as th ) PP ordinan must be passed by the Council on second reading on or before 1994, and must become law ten (10) days therea ter as provided in the City Charter. If the Council does not pass such an ordinance on second reading on or before Septemberp- 010' 2, 1994, or for any reason the ordinance does not become law ten (10) days thereafter as provided in the City Charter, this Agreement shall be automatically terminated and all parties shall rAb��be released from all obligations hereunder and any monies theretofore paid to the Seller by the Purchasers shall be refunded in full to the Purchasers. B. This Agreement is hereby made expressly contingent upon the Purchasers' determination, in their sole opinion, that the Property is suitable for any and all purposes and uses intended by them. The Purchasers may terminate this Agreement for any reason on or before October 31, 1994, by furnishing the Seller with written notice thereof. Unless the Purchasers furnish the Seller with written notice of termination on or before October 31, 1994, this contingency shall be deemed satisfied and shall be of no further force or effect. 22. Time is of the Essence. It is agreed that time shall be of the essence to this Agreement and each and every provision hereof. 23. Binding Effect. This Agreement shall be binding upon and inure to tha benefit of the parties hereto and their respective personal representatives, successors and assigns. 24. "AS -IS" Nature of Sale. The Purchasers acknowledge and agree that the Seller has not made, does not make and specifically negates and disclaims any representations, warranties, promises, covenants, agreements or guarantees of any kind or character whatsoever, whether express or implied, oral or written, past, present or future, of, as to, concerning or with respect to the Property and: (a) the value; nature, quality or condition of the Property, including, without limitation, the water, soil and geology of the Property; (b) the income to be derived from the Property; (c) the suitability of. the Property for any and all activities and uses which Purchasers may conduct thereon; (d) the compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority or body; (a) the habitability, merchantability, marketability, profitability or fitness for a particular purpose of the Property; (f) the manner or quality of the construction or materials, if any, incorporated into the Property; (g) the manner, quality, state of repair or lack of repair of the Property; (h) the amount of land that constitutes the Property (i.e. the number of square feet or acres being conveyed); or (i) any other matter with respect to the Property, and specifically, that Seller has not made, does not make and specifically disclaims any representations - 7 of 9 - FT.COLLINS CITY ATTY. TEL:303-221-6327 Rug 19 94 12:26 NO.UU3 r Ur 11. Attorney's Fees and Costs. In the event either of the respective parties hereto shall default in any of their covenants or obligations herein provided and the party not in default commences legal or equitable action against the defaulting party, the defaulting party, as determined by a court of competent jurisdiction, expressly agrees to pay all of the non -defaulting party's reasonable expenses of said litigation, including a reasonable sum for attorney's fees. 12. Governing Law. It is expressly understood and agreed by and between the parties hereto that this Agreement is made in and shall be construed and interpreted in accordance with the laws of the State of Colorado. 13. Notices. Any notice or other communication given by either party hereto to the other relating to this Agreement shall be hand delivered or sent by registered or certified mail, return receipt requested, addressed to such other party at their respective addresses as set forth below; and such notice or other communication shall be deemed given when so hand delivered or when so mailed: If to Seller: c/o Susanne Edminster City of Fort Collins P.O. Box 580 Fort Collins, CO 80522 With a copy to: City Attorney's Office City of Fort Collins P. O. Box 580 Fort Collins, CO 80522 If to Purchasers: Curtis Sears 822 7th Street, Suite 760 Greeley, CO 80631 With a copy to: c 14. Assignment. This Agreement may be assigned by the Purchasers. - 5 of 9 - FT.COLLINS CITY RTTY. TEL:303-221-6327 Aug 19 94 12:22 No.003 P.06 then terminate; provided, however, the Purchasers may, by written notice received by the Seller on or before closing, waive objection to said unsatisfactory title conditions. 6. Closing. The closing of this transaction shall be held on or before December 12, 1994, at 10:00 a.m. at such place designated by the Seller, or at such other reasonable time, date or location as the parties may mutually agree upon. 7. Possession. Possession of the Property shall be delivered to the Purchasers at the time of closing. The Purchasers shall, however, have access to the Property to conduct engineering studies, soils tests, or other necessary work needed to satisfy the contingency in paragraph 20. below. 6. Prorations. Real property taxes and assessments and similar expenses, in accordance with local practice, shall be prorated as of the date of closing. 9. Closing Costs Documents and Services. The Seller and the Purchasers shall pay their respective closing costs and all other items required to be paid at closing, except as otherwise provided herein. The Seller and the Purchasers shall sign and complete all customarily required documents at or before closing. Fees for real estate closing services shall not exceed the total amount of One Hundred Fifty Dollars ($150.00) and shall be paid at closing by the Seller and the Purchasers, each party paying one-. half (1/2) of such closing costs. The local transfer tax of .it of the purchase price shall be paid at closing by the Purchasers. Any sales and use tax that may accrue because of this transaction shall be paid when due by the Purchasers. 10. Remedies on Default. If any payment due 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 the Purchasers are in default, then the Seller may elect to treat this Agreement as terminated, in which case all payments and things of value received hereunder from the Purchasers shall be forfeited by the Purchasers and retained by the Seller, and the Seller may recover such damages as may be proper. B. If the Seller is in default, the Purchasers may elect to treat this Agreement as terminated, in which case all payments and things of value received hereunder by the Seller shall be returned to the Purchasers, and the Purchasers may recover such damages as may be proper,. or the Purchasers may elect to treat this Agreement as being in full force and effect and the Purchasers shall have the right to specific performance or damages, or both. 4 of 9 FT.COLLINS.CITY ATTY. TEL:303-221-6327 Aug 19 94 12:21 No.003 P.05 5. Title Matters. A. Title Insurance. The Purchasers, at their own expense, may provide their own title insurance. The Seller shall be under no obligation to provide title insurance. Written notice by the Purchasers of unmerchantability of title or of any other unsatisfactory title condition shall be signed by or on behalf of the Purchasers and given to the Seller on or before October 31, 1994. If the Seller does not receive the Purchasers, notice by said date, the Purchasers accept the condition of title. B. Matters Not Of Record. The Seller shall deliver to the Purchasers on or before October 1, 1994, true copies of all leases and. surveys in the Sellers possession pertaining to the Property and shall disclose to the Purchasers all easements, liens or other title matters not shown by the public records of which the Seller has knowledge. The Purchasers shall have the right to inspect the Property to determine if any third parties have any rights in the Property not shown by the public records. Written notice of any unsatisfactory conditions disclosed by the Seller or revealed by such inspection shall be signed by or on behalf of the Purchasers and given to the Seller on or before October 31, 1994. If the Seller does not receive such notice by said date, the Purchasers accept title subject to such rights, if any, of third parties of which the Purchasers have actual knowledge. C. SSRecial Taxing Districts. Special taxing districts may be subject to general obligation indebtedness that is paid by revenues produced from annual tax levies on the taxable property within such districts. Property owners in such districts may be placed at risk for increased mill levies and excessive tax burdens to support the servicing of such debt where circumstances arise resulting in the inability of such district to discharge such indebtedness without such an increase in mill levies. The Purchasers should investigate the debt financing requirements of the authorized general obligation indebtedness of such districts, existing mill levies of such district servicing such indebtedness, and the potential for an increase in such mill levies. In the event the Property is located within a special taxing district and the Purchasers desire to terminate this Agreement as a result, the Purchasers may do so by furnishing written notice of termination on or before October 31, 1994. If the Seller does not receive the Purchasers, notice by said date, the Purchasers accept the effect of the Property's inclusion in such special taxing district and waives the right to so terminate. D. Right to Cure. If the Seller receives notice of unmerchantability of title or any unsatisfactory title conditions as provided herein, the Seller shall use reasonable effort to correct said unsatisfactory title conditions prior to the date of closing. If the Seller fails to correct said unsatisfactory title conditions on or before the date of closing, this Agreement shall - 3 of 9 - B. All easements, covenants, reservations, restrictions, rights -of -way, and agreements of record; C. Any restrictions, reservations or exceptions contained in any United States or State of Colorado patents of record; D. All zoning and other governmental rules and regulations; E. Statutory lien rights resulting from the inclusion of the Property in any special taxing district or improvement district; F. All oil, gas or other mineral reservations or exceptions of record; G. General property taxes, assessments and charges for 1994 and all subsequent years; H. The reservation of easements and rights -of -way described in paragraph 3. below; and I. The rights -of -way, easements, dedications and notes contained on the recorded Plat of the South College Investments Subdivision. 3. Reservation of Easements. The Seller may reserve and except unto itself, its successors and assigns, from the Property, those easements and rights -of -way to the City of Fort Collins currently of record and those easements and rights -of -way, including for any utilities, shown on the recorded plat of the Property. 4. Purchase Price. The total purchase price of the Property shall be Eighteen Thousand Five Hundred U.S. Dollars ($18,500.00)41 and shall be payable by the Purchasers to the Seller as follows: A. The sum of One Thousand U.S. Dollars ($1,000.00), in the form of the Purchasers, fully -executed earnest money promissory note, payable to the Seller, shall be delivered to the Seller .by the Purchasers upon the execution of this Agreement. The.promissory note shall bear no interest and shall be due and payable on October 31, 1994. The form of the earnest money promissory note shall be that of the Colorado Real Estate Commission approved Bradford Publishing Form No. EMP80-2-81. B. The balance of the purchase price in the amount of Seventeen Thousand Five Hundred U.S. Dollars ($17,500.00), subject to closing costs and customary prorations, as hereinafter provided, shall be payable by certified check from the Purchasers to the Seller at the time of closing, as hereinafter set forth. 2 of 9 IFT.COLLINS CITY RTTY. TEL:303-221-6327 Aug 19 94 12:19 No.003 P.03 ti AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY THItS AGREEMENT is made and entered into this /�day of 1994, by and between THE CITY OF FORT COLLINS# COLD DO, a municipal corporation, whose address is 300 LaPorte Aven , Fort Collins, Colorado 80521, (hereinafter referred to as "the Seller"), and ROGER D. SEARS FAMILY TRUST, JANICE D. SEARS, and PHELPS-TOINTON, INC., a Delaware corporation, whose address is Attn: Curtis Sears, 822 7th Street, Suite 760, Greeley, Colorado 80631, (hereinafter referred to collectively as "the Purchasers"). W I T N E S B E T H For and in consideraL on of the promises of the Purchasers to purchase and of the Seller to sell the real property hereinafter described, and other good and valuable consideration, the receipt and adequacy of which are hereby confessed and acknowledged, the parties hereto agree to be legally bound whereby the Seller agrees to sell and the Purchasers agree to purchase the said real property on the terms and conditions hereinafter set forth. 1. Description of Real Property. The real estate which is the subject matter of -this Agreement, is that certain parcel of real property located in the County of Larimer, State of Colorado, which real property is legally described as follows: Lot 1, South College Investments Subdivision, City of Fort Collins, County of Larimer, State of Colorado. Said real property shall be hereinafter referred to as "the Property." The Property shall include any improvements now located thereon, if any, including all fixtures of a permanent nature. The Property shall also include all water taps, gas taps and sewer taps belonging or in any way appertaining thereto. In addition, the Property shall include all of the Seller's right, title and interest in and to easements, rights -of -way, future interests and rights to the same belonging and inuring to the benefit of the Property, and in and to all strips and gores of land lying between the Property and adjoining property or streets, roads or highways, open or proposed. 2. Method of Conveyance. The Seller agrees to sell to the Purchasers and the Purchasers agree to purchase from the Seller, subject to the terms and conditions as set forth herein, the Property. The Property shall be conveyed by the Seller at the time of closing to the Purchasers by special warranty deed, free and clear of all liens and encumbrances, except and subject to the following: A. All easements and rights -of -way as they may appear on the Property; FEB-26-98 THU 13:34 P. 03/03 Administrative Services France Administration Cl-1of Fort Collins April 4, 1994 Mr. Stephen Robinson 145 W. Swallow Road Fort Collins, CO 80526 RE: Lot 1 South College Investments Dear Mr. Robinson, The City of Fort Collins owns the above property and is interested in reviewing the contract for purchase you are preparing. The property does contain some wetlands and has been reviewed by the city's Natural Resources Department for potential acquisition for Open space preservation. The decision of the Natural Resources Department is that the property is too small (23,524 sq. ft.) to justify preservation of the wetland as open space. Therefore, development of the land could occur without any challenge from the City over wetlands mitigation. Please let me know if you have any further questions. As we discussed, this is a good opportunity to purchase this property in conjunction with the lot next to it. I look forward to receiving Your proposal. Sincerely, 1 JSusanne C. Edminster Financial Policy Analyst FEB-26-98 THU 13:34 S P. 02/03 Administrative Services Finance Administration M P M a R A N D U M DATE: August 29, 1994 TO; Diane Jones, Deputy City Manager FROM: Susanne Edminster, Financial Policy Analyst RX' Contract for Sale of Investments Subdivision bot 1" South College Diane, attached are copies of an agreement which would sell to Phelps-Tointon (the City issued IDRBs last year for them) a small lot just West of the Olive Garden on Mason Street at Boardwalk. This property has been available for some time but not put out to bid because the appraiser and I believed that the best opportunity for a sale would come if the property on either side was included as well. This lot is fairly small (only 24,000 square feet) and requires substantial fillbefore it is developed. Phelps-Tointon has a contract to buy the adjoining lot and intends to construct a showroom and parking area on the site. I was approached by the realtor for the buyer who is offering $18#500 for the City's lot. The appraised value is $121000. I would like to present this to the council for approval on September 20. The sale is contingent on the Council's approval. I believe I .can make a good case for selling this lot now without the administrative expense of a full bid process. I need you to sign and initial the "Agreement for Purchase and Sale of Real Property" to bind the offer. Please let me know if you finished. have any questions. I'll pick up the documents when you're FEB-2@=98 THU 13:33 P. 01 /03 Administrative Services finance Administration FAX COZIER LETTER Please deliver the following page (s) to: NAME: FROM: DATE: -e�0 _ q 80 The total number of pages is 13 . including the FAX cover letter. Tf you do not receive all the pages, please call our office as soon as possible at 970-221-6788. Thank you