HomeMy WebLinkAboutTHE OVERLOOK/SENECA CENTER AT ARAPAHOE FARM PUD - FINAL - 55-87P - CORRESPONDENCE - LEGAL DOCUMENTS OVERLOOK DEVELOPMENT COMPANY
4714 VALLEY RIDGE COURT
FORT COLLINS,COLORADO 80526
December 28, 1999
Mr. Steve Olt
Current Planning Department
City of Fort Collins
P.O. Box 580
Fort Collins, Colorado 80522-0580
RE: Seneca Center
Fort Collins, Colorado
Dear Steve,
In our meeting on December 17th I promised you copies of the contract between Overlook
Development Company and the former owners of Harmony Ridge(G.D.McGarvey, Lee Stark,
and.Free Enterprises). Enclosed are copies of 1)Memorandum of Agreement, 2)Vacant
Land/Farm and Ranch Contract to Buy and Sell Real Estate, and 3)an Agreement to
Amend/Extend Contract. I hope that these help shed some light on this situation.
Thanks for your help with this. Please let me know if you need anything else. Have a happy,
healthy and prosperous 2000.
Sincerely,
Dave Pietenpol
Manager
enclosures
MEMORANDUM OF AGREEMENT
THIS AGREEMENT, made and entered into this 26th day of August,
1998, by and between OVERLOOK DEVELOPMENT COMPANY, L.L.C. , a Colorado
Limited Liability Company, the mailing address of which is in care of
David J. Pietenpol, 4714 Valley Ridge Court, Fort Collins, Colorado
80526 ("Seller") , and G. D. McGARVEY, LEE A. STARK, and FREE
ENTERPRISES, INC. , a Colorado Corporation, the mailing address of
which is 1803 Garfield Avenue, Loveland, Colorado 80538 ("Buyers") .
WITNESSETH:
WHEREAS, Seller and Buyers are parties to that certain "Vacant
Land/Farm and Ranch Contract to Buy and Sell Real Estate" dated
July 9, 1998, as amended by that certain "Agreement to Amend/Extend
Contract" dated July 21, 1998 (jointly the "Purchase Contract") ; and
WHEREAS, the subject matter of the Purchase Contract is the
parcel of real property which is legally described on Exhibit "A"
attached hereto and incorporated herein by reference (the "Property") ;
and
WHEREAS, on August 26, 1998, Seller conveyed the Property to
Buyers in accordance with the Purchase Contract (the "Closing") ; and
WHEREAS, as more fully provided in the Purchase Contract,
(i.) certain duties and obligations of Seller ("Seller's Future
Obligations") , and (ii) certain duties and obligations of Buyers
("Buyers' Future Obligations") are to survive the Closing; and
WHEREAS, Seller' s Future Obligations and Buyers' Future
Obligations are set forth in detail in various paragraphs of the
Purchase Contract and are summarized in Section 21.15 thereof; and
WHEREAS, the parties hereto desire to set forth in writing the
terms and provisions of the Purchase Contract which are to survive the..
Closing and which are to be performed by the parties after the
Closing.
NOW, THEREFORE, the parties hereto acknowledge and agree as
follows :
1. The parties hereto acknowledge and agree that the respective
duties and obligations of the parties as set forth in Sections 21.4, .
21. 6, 21 .7, 21.8, 21.9.A, and 21.9 .B of the Purchase Contract shall
survive the Closing and shall not be deemed to be waived, terminated,
or merged in the documents executed by the parties at Closing.
2 . The parties hereto acknowledge that Seller's Future
Obligations and Buyers' Future Obligations affect not only the
Property, but also (i) the real property which is legally described
on Exhibit "B" attached hereto and incorporated herein by reference
("Seller' s Retained Property") , and (ii) the real property which is
legally described on Exhibit "C" attached hereto and incorporated
herein by reference ("Buyers' Existing Property")
3. Notwithstanding any sale, transfer, conveyance, or
alienation of Seller's Retained Property, Seller shall remain liable
for the performance of Seller's Future Obligations as set forth in
paragraphs 21.4, 21 .7, 21 . 9 .A, and 21.9 .B of the Purchase Contract.
4 . Notwithstanding any sale, transfer, conveyance, or
alienation of the Property or Buyers' Existing Property, Buyers shall
remain liable for the performance of Buyers' Future Obligations as set
forth in paragraphs 21.4, 21.6, 21.7, and 21. 8 of the Purchase .
Contract.
5 . Following satisfaction or waiver of Seller' s Future
Obligations, Buyers shall execute and record with the Larimer County
Clerk and Recorder a document which acknowledges and confirms that
Seller' s Future Obligations have been fully satisfied or waived
("Buyers' Release Document") . Buyers' Release Document may consist
(HF&M 8/26/98)
of a Quit Claim Deed in which Buyers, their heirs, personal
representatives, successors, and assigns, convey and release to
Seller, its successors and assigns, all rights, title, and interest
of Buyers in and to Seller's Retained Property. Until Buyers' Release
Document has been executed and recorded, Seller' s Future Obligations
shall be deemed to "run with Seller's Retained Property, " being a
covenant, burden, restriction, and lien against Seller' s Retained
Property which is binding against all subsequent owners thereof. It
is the intent of the parties hereto that upon the recording of Buyers'
Release Document, it should no longer be necessary to include
reference to this Memorandum or the Buyers' Release Document in future
Title Commitments or Title Policies affecting Seller' s Retained
Property.
6 . Following satisfaction or waiver of Buyers' Future
Obligations, Seller shall execute and record with the Larimer County
Clerk and Recorder a document which acknowledges and confirms that
Buyers' Future Obligations have been fully satisfied or waived
("Seller' s Release Document") . Seller' s Release Document may consist
of a Quit Claim Deed in which Seller, its successors and assigns,
conveys and releases to Buyers, their heirs, personal representatives,
successors, and assigns, all rights, title, and interest of Seller in
and to the Property . and Buyers' Existing Property. Until Seller' s
Release Document has been executed and recorded, Buyers' Future
Obligations shall be deemed to "run with the Property and Buyers,
Existing Property, " being a covenant, burden, restriction, and lien
against the Property and Buyers' Existing Property which is binding .
against all subsequent owners thereof. It is the intent of the
parties hereto that upon the recording of Seller's Release Document,
it should no longer be necessary to include reference to this
Memorandum or the Seller' s Release Document in future. Title
Commitments or Title Policies affecting the Property or Buyers'
Existing Property.
7. This Agreement shall be binding upon the parties hereto and
their respective heirs, personal representatives, successors, and
assigns.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement the day and year first above written.
OVERLOOK DEVELOPMENT COMPANY, L.L.C. ,
a Colorado Limited Liability
Company
//
BYE
David J Pietenpol, Manager
By
�
Alvin Alexan er, Manager
"Seller".
VEY
E A. STARK, y STEVEN J. VANS OY,
his Attorney- act
FREE ENT •RISES, INC. , a Colorado
Corporf ion
By Vtif _
St- , en J. Va y, Vice Presid; t
"Buyers"
(HF&M 8/26/98) 2 -
STATE OF COLORADO )
) as .
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this 26th day
of August, 1998, by David J. Pietenpol and Alvin Alexander, as
Managers of OVERLOOK DEVELOPMENT COMPANY, L.L.C. , 'a Colorado Limited
Liability Company.
WITNESS my hand and official seal.
My commission 'expires : f�!7� [ , dOUl
• 07,u:92
a y blic ••
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.13311
e
9j,°.•(IQ L%° O /a
STATE OF COLORADO ) OF COLOPP
) ss.
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this 26th day
of August, 1998, by G. D. McGARVEY; by STEVEN J. VANSCOY, as
Attorney-in-Fact for LEE A. STARK; and by Steven J. Vanscoy, as Vice
President of FREE ENTERPRISES, INC. , a Colorado Corporation.
WITNESS my hand and official seal. ,,
My commission expires: f,Y/' ' /'7i ) D)
Notary Pub is o _ ..-7?,,(L.
G �e `1
•
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4 � A e i
�%, COL OP— .
(HF&M 8/26/98) 3
EXHIBIT "A" ATTACHED TO AND MADE A PART OF THE MEMORANDUM OF AGREEMENT
BETWEEN OVERLOOK DEVELOPMENT COMPANY, L.L.C. ("SELLER") AND G. D.
McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYERS")
LEGAL DESCRIPTION
OF THE PROPERTY
• A tract of land located in the Southwest Quarter of
Section 34, Township 7 North, Range 69 West of the _
6th Principal Meridian, City of Fort Collins, County of
Lariner, State of Colorado, being more particularly
described as follows :
Considering the South line of the Southwest Quarter of said
Section 34 as bearing North 89 degrees 53 minutes
42 seconds East and with all bearings contained herein
relative thereto:
Commencing at the Southwest corner of said Section 34;
thence along the South line of said Southwest Quarter,
North 89 degrees 53 minutes 42 seconds East, 1, 224 . 04 feet;
thence North 00 degrees 06 minutes 18 seconds West,
30 .00 feet to the North line of the old Harmony Road;
thence along said North line, North 89 degrees 53 minutes
42 seconds East, 582 .25 feet to the POINT OF BEGINNING;
thence North 32 degrees 23 minutes 50 seconds East,
71.88 feet to a curve concave to the South having a central .
angle of 87 degrees 42 minutes 38 seconds, a radius of
15 . 00 feet and the chord of which bears North 76 degrees
15 minutes 09 seconds East, 20.79 feet; thence along the
arc of said curve 22 . 96 feet to a point on a curve concave
to the Northeast having a central angle of 07 degrees.
22 minutes 38 seconds, a radius of 1135 . 00 feet and the
chord of which bears .South 63 degrees. 26 minutes 45 seconds
East, 146 .04 feet; thence along the arc of said curve
146 . 14 feet to the North line of old Harmony Road; thence
along said North line, South 89. degrees 53 minutes
42 seconds West, 189 .34 feet to the Point of Beginning.
(Vacant land, no street address assigned)
•
•
(HF&H 8/26/98) - 4 -
•
EXHIBIT "B" ATTACHED TO AND MADE A PART OF THE MEMORANDUM OF AGREEMENT
BETWEEN OVERLOOK DEVELOPMENT COMPANY, L.L.C. ("SELLER") AND G. D.
McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYERS")
LEGAL DESCRIPTION
OF SELLER'S RETAINED PROPERTY
A tract of land located in the . Southwest Quarter of
Section 34, Township 7 North, Range 69 West of the
6th Principal Meridian, City of Fort Collins, County of
Larimer, State of Colorado, being more particularly
described as follows:
Considering the South line of. the Southwest Quarter of said
Section 34 as bearing North 89 degrees 53 minutes
42 seconds East and with all bearings contained herein
relative thereto:
Commencing at the Southwest corner of said Section 34;
thence along the South line of said Southwest Quarter,
North 89 degrees 53 minutes 42 seconds East, 1224 . 04 feet;
thence North 00 degrees 06 minutes 18 seconds West,
30 . 00 feet to the POINT OF BEGINNING, said point being on
the Southeasterly line of The Overlook at. Woodridge First
Filing; thence along said Southeasterly line the following
five courses and distances, North 00 degrees 06 minutes
18 seconds West, 18 .25 feet;. thence North 31 degrees
34 minutes 29 seconds East, 120.49 feet; thence North
02 degrees 23 minutes 32 seconds East, 114 .55 feet; thence
North 60 degrees 01 minutes 55 seconds East, 251. 88 feet;
thence North 53 degrees 28 minutes 59 seconds East,
17 . 91 feet to a point on the Southerly line of Harmony
Road, said point being on a non-tangent curve concave to
the Northeast having a central angle. of 23 degrees
14 minutes 24 seconds a radius of 1135 . 00 feet and the
chord of which bears South 48 degrees 08 minutes. 14 seconds
East, 457 .22 feet; thence along said Southerly line and the
arc of said curve 460 .37 feet to a point on a curve concave
to the South having a central angle of 87 degrees
42 minutes. 38 seconds a radius of 15 . 00 feet and the chord
of which bears South 76 degrees 15 minutes 09 seconds West,
20 .79 feet; thence along the arc of said curve 22 .96 feet;
thence South 32 degrees 23 . minutes 50 seconds West,
71 . 88 feet to . the North line of old Harmony Road; thence
along said North line, South 89 degrees 53 minutes
42 seconds West, 582 .25 feet to the .Point of Beginning.
(Vacant land, no street address assigned)
(HMI 8/26/98) _ 5
EXHIBIT "C" ATTACHED TO AND MADE A PART OF THE MEMORANDUM OF AGREEMENT
BETWEEN OVERLOOK DEVELOPMENT COMPANY; L.L.C. ("SELLER") AND G. D.
McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYERS")
LEGAL DESCRIPTION
OF BUYERS' _EXISTING PROPERTY
Tract 1:
A tract of land situate in the West 1/2 of the Northwest. 1/4 of
Section 3, Township 6 North, Range 69 West of the 6th P.M. , City of
Fort Collins, County of Larimer, State of Colorado, which considering
the West line of the said Northwest 1/4 as bearing North 00 degrees
07 minutes 08 seconds East and with all bearings contained herein
relative thereto is contained within the boundary lines which begin
at a point on the North line: of the said. Northwest 1/4 which bears
North 89 degrees 38 minutes 45 seconds East 417 . 60 feet from the
Northwest corner of said Section 3 and run thence South 01 degrees
07 minutes 56 seconds West 429 .21 feet to a point on the Northerly
bank of the Trilby Lateral; thence along the said Northerly bank,
South 63 degrees 14 minutes 32 seconds East 164 . 11 feet and again
South 82 degrees 21 minutes 17 seconds East 66 .91 feet and again North
77 degrees 31 minutes 51 seconds East 97 . 85 feet and again. South
10. degrees 05 minutes 35 seconds East 69 .28 feet and again South
33 degrees 01 minutes 18 seconds East 80.70 feet and again South
54 degrees 59 minutes 11 seconds East 63. 18 feet and again South
67 degrees 16 minutes 46 seconds East 49 .47 feet and again South.
75 degrees 28 minutes 54 seconds East 49 .01 feet and again South
18 degrees 49 minutes 56 seconds East 57 . 81 feet and again South
33 degrees 16 minutes 55 seconds East 49 . 95 feet and again South
58 degrees 48 minutes 10 seconds East 50.24 feet and again South
70 degrees 10 minutes 53 seconds East 58 . 94 feet and again South
75 degrees. 14 minutes 24 seconds East 121.52 feet and again North
88 degrees 54 minutes 20 seconds East 51.45 feet and again North
73 degrees 04 minutes 36 seconds East 90 .98 feet to a point on the
East line of the West 1/2 of the said Northwest 1/4; thence along the
said East line, North 00 degrees 04 minutes 59 seconds East
845.. 86 feet to the Northeast corner of the West 1/2 of the said
Northwest 1/4; thence South 89 degrees 38 minutes 45 seconds West
902 .59 feet along the North line of the said Northwest 1/4 to the
point of beginning, County of Larimer, State of Colorado.
Tract 2 :
A tract of land situate in the East 1/2 of the Northwest 1/4 of
Section 3, Township 6 North, Range 69 West of the 6th P.M. , City of
Fort Collins, County of Larimer, State of Colorado, which considering
the West line of the said Northwest 1/4 as bearing North 00 degrees
07 minutes 08 seconds East and with all bearings contained herein
relative thereto is contained within the boundary lines which begin
at the Northwest corner of the East 1/2 of the said Northwest 1/4
which bears North 89 degrees 38 minutes 45 seconds East 1, 320 . 19 feet
from the Northwest corner of said Section 3 and run thence South
00 degrees 04 minutes 59 seconds West 845 . 86 feet along the West line
of the said East 1/2 to a point on the Northerly bank of the Trilby
Lateral; thence along the said Northerly bank, North 73 degrees
04 minutes 36 seconds East 10.82 feet and again South 5.9 degrees
15 minutes 12 seconds East .94 .79 feet and again South 82 degrees
10 minutes 20 seconds East 34 .21 feet; thence leaving said Northerly
bank, North 87 degrees 06 minutes 03 seconds East 167 .70 feet to a
point on the said Northerly bank; thence along the said Northerly
bank, South 53 degrees 35 minutes 27 seconds East 115 .10 feet and.
again South 33 degrees 41 minutes 34 seconds East 99 .13 feet and again
South 48 degrees 27 minutes 29 seconds East 79 .93 feet and again South
64 degrees 46 minutes 15 seconds East 77 .28 feet and again South
70 degrees 23 minutes 40 seconds East 146 .64 feet and again South
45 degrees 04 minutes 57 seconds East 47 . 68 feet and again South
75 degrees 59 minutes 11 seconds East 30 .44. feet and again North
73 degrees 22 minutes 29 seconds East 53 .72 feet and again North
50 degrees 07 minutes 56 seconds East 38 .27 feet; thence leaving said
(HF&H 8/26/98) - .6
PAGE 2 TO EXHIBIT "C" ATTACHED TO AND ,MADE A PART OF THE MEMORANDUM
OF AGREEMENT BETWEEN OVERLOOK DEVELOPMENT COMPANY, L.L.C. ("SELLER")
AND G. D. McGARVEY, LEE A. STARK', AND FREE ENTERPRISES, INC.
("BUYERS")
LEGAL DESCRIPTION
OF BUYERS' EXISTING PROPERTY
(Continued from Exhibit "C")
Northerly bank, South 72 degrees 54 minutes 37 seconds East
221.25 feet to a point on the said Northerly bank; thence along the
said Northerly bank, South 16 degrees 41 minutes 49 seconds East
147 . 88 feet and again South 00 degrees 43 minutes 39 seconds West
67 . 58 feet and again South 50 degrees 17 minutes 44 seconds East
44 . 1.7 feet and again South 85 degrees 03 minutes 15 seconds East
46.07 feet and again North 50 degrees 17 minutes 45 seconds East
106.31 feet and again North 73 degrees 0.3 minutes 50 seconds East
55 . 03 feet to a point on the East line of the said Northwest 1/4;
thence North 00 degrees 02 minutes 49 seconds East 88.2 .34 feet along
the said East line to the Southeast corner of that tract of land
described in Book 2024. at Page 536' of the Larimer County records;
thence along the boundary of said tract of land, South 89 degrees
38 minutes 45 seconds West 250 .00 feet; thence North 00 degrees
02 minutes 49 seconds East 522 .72 feet to 'a point on the North line
of the said Northwest 1/4; thence South 89 degrees 38 minutes.
45 seconds West 1, 070. 19 feet along the said North line to the point
of beginning, . County of Larimer, State of Colorado.
(Vacant land, no street address assigned)
(HF&H 8/26/98) - 7 -. .
•
VACANT LAND/FARM AND RANCH CONTRACT
TO BUY AND SELL REAL ESTATE
(FINANCING SECTIONS OMITTED)
July 9, 1998
1. PARTIES AND PROPERTY. . D. McGARVEY, LEE A. STARK, and FREE
ENTERPRISES, INC. .__a Colorado Corporation, acting .as nominees and agents of
Harmony Ridge, a Colorado General Partnership_ _. , buyer(s) (Buyer) , (as joint
tenants/tenants in ) , agrees to buy, and the undersigned seller (Seller) ,
agrees to sell, on the terms and conditions set forth in this contract, the
following-described real estate in the County of Larimer Colorado, to-wit:
The parcel of real property which is legally described
on Exhibit "A" attached hereto and incorporated herein
by reference.
•
known as (vacant land, no street address assigned) _ __
together with all .interest of Seller in vacated streets and alleys adjacent
thereto, all easements and other appurtenances thereto, all improvements thereon.
and all attached fixtures thereon, except as herein excluded (collectively the
Property) .
2, INCLUSIONS/EXCLUSIONS. The purchase price includes the following
items (a) if attached to the Property on_the. date of this. contract: lighting,
heating, plumbing, ventilating, and air conditioning fixturco, TV antennas,_water:
ooftencrs,-smoke/fire/burglar alarms, security•devicco, inside.-telephone- wiring
and -connectin g blocks/jacks, plants, mirrors, floor coverings,-- intercom systems,
built in kitchen appliances; sprinkler oyotems_an,d controls; built in vacuum
systems (including acccssorico) , and garage door opcncro, including remote
contract: storm windows, storm doors, window and-porch shades, ' wningo, blinds,
ccrecno, curtain rods drapery_ rods, fireplace inserts, fireplace screens,
fireplace grates, heating stoves, storage sheds, all keys, and (c)
(d) Water-Rights. Purchase price to include the following water rights:
Not Applicable
(e) Growing Crops. With respect to growing crops, Seller and Buyer agree
as follows: Not Applicable
The above-described included items (Inclusions) are to be conveyed to Buyer
by Seller by bill of 'sale, special warranty deed or other 'applicable legal
instrument(s) at the closing, free and clear of all taxes, liens and
encumbrances, except as provided in Section 12. . The following attached fixtures
are excluded from this sale: NONE
3. PURCHASE PRICE AND TERMS. The purchase price shall be $ 2.5,000.00,
payable. in U.S. dollars by Buyer as follows:
(a) Earnest Money. •
_
$ '100_00 in the form of Buyer's check , as earnest money deposit and
part payment of the purchase price, payable to and held by Seller
The balance of $ 24, 900.00 (purchase price less earnest money) shall be
paid as follows:
•
(b) Cash at Closing.
$ 24, 90.0.00 , plus closing costs, to be paid by Buyer at closing in funds which
' comply with all applicable Colorado laws, which include cash, electronic transfer
funds,, certified check, savings and loan teller's check, and cashier's check
• (Good Funds) .
4. FINANCING-CO DITIONS *,w MID OBL-IG "A T
PERTAIHIATA TO SECTIONS
new-Lean
Assumption •
holler or- Private Third Party Financing
5.- APPRAISAL PROVISION. (Check only one box. ) This Section 5 _ shall
X shall not apply.
6. COST OF APPRAISAL. Cost of any appraisal to be obtained after the
date of this contract shall be timely paid by Buyer .
(HFBM 7/09/98) ,
7. NOT ASSIGNABLE. This contract shall not be assignable by Buyer
• without Seller's prior written consent. Except as so restricted, this contract
shall inure to the benefit of and be binding upon the heirs, personal •
representatives, successors and assigns of the parties.
8. EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's
expense, a current commitment for owner's title insurance policy in an amount
equal to the purchase price on or before July 17, 1998__ ._ (Title Deadline) .
Buyer may require of Seller that copies of instruments listed in the schedule of
exceptions (Exceptions) in the title insurance commitment also be furnished to
Buyer at Seller's expense. This requirement shall pertain only to instruments •
shown of record in the office of the clerk and recorder of the designated county
or counties. The title insurance commitment, together with any copies of
instruments furnished pursuant to this Section 8, constitute the title documents
(Title Documents) . Buyer, or Buyer's designee, must request Seller, in writing,
to furnish copies of instruments listed in the schedule of exceptions no later •
than 3 calendar days after the Title Deadline. Seller will pay the premium
at closing and have the title insurance policy delivered to Buyer as soon as
practicable after closing.
9 TITLE.
•
(a) Title Review. Buyer shall have the right to inspect the Title.
Documents. Written notice by Buyer of unmerchantability of title or of any other
unsatisfactory title condition shown by the Title Documents shall be signed by
or on behalf of Buyer and given to Seller on or before 3. calendar days after
Title Deadline, or within five (5) calendar days after receipt by Buyer of any
Title Document(s) or endorsements) adding new Exceptions) to the title
commitment together with a copy of the Title Document adding new Exception(s) to
title. " If Seller does not receive Buyer's notice by the date(s) specified above,
Buyer accepts the condition of title •as disclosed by the Title Documents as
satisfactory.
(b) Matters Not Shown by the Public Records. Seller shall deliver
to Buyer, on or before the Title Deadline set forth in Section 8, true copies of
all leases) and surveys) in Seller's possession pertaining to the Property and
shall disclose to Buyer all easements, liens, or other title matters not shown
by the public records of which Seller has actual knowledge.- Buyer shall have the
right to inspect the Property to determine if any third party(s) has any right
in the Property not shown by the public records (such as an unrbcorded easement,
unrecorded lease, or boundary line discrepancy) . Written notice of any
unsatisfactory condition(s) disclosed by Seller or revealed by such inspection
shall be signed by or on behalf of Buyer and given to Seller on or before
July 18, 1998 • . If Seller does not receive Buyer's notice by said date,
Buyer accepts title subject to such rights, if any, of third parties of which
• Buyer has actual knowledge.
(c) Special 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 A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS
WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER 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 •
Buyer desires to terminate this contract as a result, if written notice is given
to the Seller on or before the date set forth in subsection 9(b) , this contract
shall then terminate. If Seller does not receive Buyer's notice by the date
specified above, Buyer accepts the effect of the Property's inclusion in such
special taxing district(s) and waives the right to so terminate.
(d) Right to Cure. If Seller receives notice of unmerchantability
of title or any other unsatisfactory title condition(s) as provided in
subsection (a) or (b) above, Seller shall use reasonable effort to correct said
unsatisfactory title condition(s) prior to the date of closing. If Seller fails
to correct said unsatisfactory title condition(S) on or before the date of
closing, this contract shall then terminate; provided, however, Buyer may, by
written notice received by Seller, on or before closing, waive objection to said
unsatisfactory title condition(s) .
10. INSPECTION. Ccllcr agrees to provide Buyer on or before
____with a Ccl lcr's Property Disclosure form completed by Ccller to the
best of Ccllcr's current actual knowledge. Buyer or any designee shall have the
ht to--have inapcction(s) of the physical condition of the Property and
Inclusions, at Buyer's expense. If written notice of. any unsatisfactory
condition, signed--by or on behalf. of Buyer, is not received by Ccllcr on or
'before (Objection Deadline) , the phyaical condition of the
Property and Inclusions shall be deemed to be satiafactory _te .Buycr. If such
notice }s reee=i gyred ►b Se1-l-er .:-e .set..forth.above, and if Buyer and Seller have not •
agreed,- in writing,_to a settlement thereof on or before
(Resolution Deadline) , this contract shall terminate- three calendar days
•
(HF&M 7/09/98) - 2 -
-lewd-the Reselutien Deadli = 3i
ne un7 ess, ,: e} the-e#r ee-ealenda dais, Sel�e
condition. Buyer is responsible.- for and shall pay- for any- damage which occur-6'
11. DATE OF CLOSING. The date of closing shall be July 21, 1998 ,
or by mutual agreement at an earlier date. The hour and place of closing shall
be at 11:00 a.m. at the Law Offices of Hasler, Fonfara and Maxwell LLP,
125 South Howes, Sixth Floor, Fort Collins, Colorado .
12. TRANSFER OF TITLE. Subject to tender or payment at closing as
required herein and compliance by Buyer with the other terms and provisions
hereof', Seller shall execute and deliver a good and sufficient special warranty
deed to Buyer, on closing, conveying the Property free and clear of all taxes
except the general taxes for the year of closing, and except NONE . Title.
shall be conveyed free and clear of all liens for special improvements installed
as of: the date of Buyer's signature hereon, whether assessed or not; except
(i) distribution utility easements (including cable. TV) , (ii) those matters •
reflected by the Title Documents accepted by Buyer in accordance with
_subsection 9(a) , (iii) those rights, if any, of third parties in the Property not
shown by the public records in accordance with subsection 9(b) , (iv) inclusion'
of the Property within any special taxing district, and (v) subject to building
and zoning regulations.
13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall
be paid at or before closing from the proceeds of this transaction or from any
other source.
14. CLOSING COSTS, DOCUMENTS AND SERVICES., Buyer and Seller shall pay,
in Good Funds, their respective closing costs and all other items required to be
paid at closing, except as otherwise provided herein. Buyer and Seller shall .
sign and complete all customary or required documents at or before closing. Fees
for real estate closing services shall not exceed $ 100..00 and shall be paid
at closing by Buyer and Seller equally . The local transfer tax of % of
the purchase price shall be paid at closing by . . Any sales and uoc tax
that may accrue because of this transaction shall be paid when due by .
15. PRORATIONS. General taxes for the year of closing, based on the
taxes for the calendar year immediately preceding closing, rents, water and sewer
charges', owner's association dues, and interest on continuing' loan(s) , if any,
and other similar items, in accordance with local practice shall be prorated
to date of closing.
16. POSSESSION. Possession of the Property shall be delivered to Buyer
as follows: at the time of closing subject to the following
lease(s) or tenancy(s) : NONE If Seller, after closing, fails
to deliver possession on the date herein specified, Seller shall be subject to
eviction and shall be additionally liable to Buyer for payment of $ 5.0."00 per
day from the date of agreed possession until possession is delivered.
17. CONDITION OF AND DAMAGE PROPERTY. Except as otherwise provided- in
this contract, the Property and Inclusions shall be delivered in the .condition
existing as of the date of this contract, ordinary wear and tear excepted. In •
the event the Property shall be damaged by fire or-othercasualty prior to time
of elesi.ng, in an amount e f -not t han -ten-peree=mot e€ site total purchase
price, eeller- shall be -obligated to repair the same before the date of closing.
In- the event ouch damage io not repaired within said time or if- the -damaged
exceed ouch sum, this eentraet may be to minatcd at- the-option of Buyer. Should
Buyer elect to curry out-- this ..contract :despite such damage, Buyer ehall_be
the Property and Inclusions.,__not exceeding, however, the total purchase price.
Should any Incluoion(o) or scrvice(s) fail or be damaged between the-date of=this
contract and the date of the closing or the datc:of possession, whichever shall
be earlier, then Ccller- shall be liable for the repair or replacement of ouch
Ine 'en(s) er serviee(s) ith a � F
, `cs'r='se v^z Bimilar B�BreT=d�E ea�t� gl3a����ei� an
equivalent credit, less any insurance -proceeds received by Buyer covering such
repair or replacement. Thc risk of lops -for_any damage to growing crops, by fire
, arty cntiticd to the growing crops, if
any, as provided in Cection 3 and ouch party shall be entitled to ouch insurance
proceedo- or benefits for the growing crops, if any.
18. TIME OF ESSENCE/R.EMEDIES. Time is of the essence hereof. If. any
note or check received as earnest money hereunder or any other payment due
hereunder is not paid, honored or tendered when due, or if any other obligation
hereunder is not performed or waived as herein provided, there - shall be the
following remedies:
(a) IF BUYER IS IN DEFAULT:
(Check one box only. )
X (1) Specific Performance.
Seller may elect to treat this contract as cancelled, 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 Seller may elect to treat this contract as being in full force and
effect and Seller shall have the right to specific performance or damages, or
both.
•
(HF&M 7/09/98) - 3
•
(2) Liquidated Damages.
All payments and things of value received hereunder shall be
forfeited by Buyer and retained on behalf of Seller and both parties shall
thereafter be released from all obligations hereunder. It is agreed that such
payments and things of value are LIQUIDATED DAMAGES and (except as provided in
subsection [c] ) are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform
the obligations of this contract. Seller expressly waives the remedies of
specific performance and additional damages.
(b) IF SELLER `IS IN DEFAULT:
Buyer may elect to treat this contract as cancelled, in which case
all payments and things of value received hereunder shall be returned and Buyer
• may recover such damages as may be proper, or Buyer may elect to treat this
contract as being, in full force and effect and Buyer shall have the right to
specific performance or damages, or both.
(c) COSTS AND EXPENSES.
Anything to the contrary herein notwithstanding, in the event of any
arbitration or litigation arising out of this contract, the arbitrator or court
shall award to the prevailing party all reasonable costs and expenses, including
attorney fees.
19. EARNEST MONEY DISPUTE. Notwithstanding any termination of this
contract, Buyer and Seller agree that, in the event of any controversy regarding
the earnest money and things of value held by broker or closing agent, unless
mutual written instructions are received by the holder of the earnest money and
things of value, broker or closing agent shall not be required to take any action •
but may await any proceeding, or at broker's or closing agent's option and sole
discretion, may interplead all parties and deposit any moneys or things of value
into a court of competent jurisdiction and shall recover court costs and
reasonable attorney fees.
20. ALTERNATIVE DISPUTE RESOLUTION: MEDIATION. If a dispute arises
relating to this contract, and is not resolved, the parties and brokers)
involved in such dispute (Disputants) shall first proceed in good faith to submit
the matter to mediation. The Disputants will jointly appoint an acceptable
mediator and will share equally in the cost of such Mediation, "'In the event the
entire dispute is not resolved within thirty (30) calendar days from the date`
written notice requesting mediation is sent by one Disputant to,the other(s) , the.
mediation, unless otherwise agreed, shall terminate. This section shall not
alter any date in this .contract, unless otherwise agreed.
21. ADDITIONAL PROVISIONS. (The language of these additional provisions,
has. not been approved by the Colorado Real Estate Conmtiasion.)
21.1 The Property (i.e. , the real property which is legally
described on Exhibit "A" attached hereto and incorporated herein by reference)
represents a portion of. a larger parcel of real.pr-operty which is presently owned
by Seller and which is legally described on Exhibit "B" attached hereto and
incorporated herein by reference ("Seller's Existing Property") . The portion of
Seller's Existing Property whidh is to be retained by Seller is legally described
. on Exhibit "Cu' attached hereto and incorporated herein by reference ("Seller's
Retained Property") . The parties hereto acknowledge that Seller's Retained
Property is located adjacent to, and to the north of, certain real property which
is presently owned by Buyer and which is legally described on Exhibit "D
attached hereto and incorporated herein by reference ("Buyer's Existing
Property") . Seller's Existing Property and Buyer's Existing Property -are
separated by Harmony Road, an east-west road located in Fort Collins, Colorado
("Harmony Road") , which presently runs along the most southerly boundary of
Seller's Existing Property and the most northerly boundary of Buyer's Existing
Property. The City of Fort Collins (the "City") has announced its intention to
cause a realignment of Harmony Road by vacating an existing segment of Harmony
Road (the "Old Harmony Road Segment") and by constructing a new segment at a
different location (the "New Harmony Road. Segment") . When constructed, the New
Harmony Road Segment will run along the northerly boundary of both the Property
;and Seller's Retained Property.
21.2 The parties hereto acknowledge that Seller has submitted to the
City a Development Plan for Seller's Existing Property known as "Overlook at
Arapahoe Farms P.U.D. " ("Seller's Existing Development Plan") . A Preliminary
Plat of Seller's Existing Development Plan is attached hereto as Exhibit "E" and
is incorporated herein by reference ("Seller's Existing Preliminary Plat") .
Seller's Existing Preliminary Plat is dated November 1996 and was prepared by
RBD, Inc. Engineering Consultants. A Preliminary Site Plan of Seller's Existing
Development. Plan, showing full build-out, is attached hereto as Exhibit "F" and
is.incorporated herein by reference ("Seller's Existing Preliminary Site Plan") .
Seller's Existing Preliminary Site Plan is dated January 20, 1997, and was
prepared by Cityscape Urban Design, Inc.
Seller is not pursuing approval of Seller's Existing Development.
Plan; and, since Seller's Existing Development Plan includes the Property, which,
after the closing of the sale thereof to Buyer (the "Closing") , will no longer
be owned by Seller, Seller will in the future seek approval from the City of a
modified development plan for Seller's Retained Property ("Seller's Future
Development Flan") . •
(HF&M 7/09/98) - 4
21..3 Buyer is presently seeking .appr-oval from the City of a Planned
Unit Development Plan for Buyer's Existing Property known as "Harmony Ridge
P.U..D. " ("Buyer's Existing Development Plan") . Following the Closing, Buyer will
• either seek approval from the City . of a separate development plan for the
Property or, alternatively, Buyer, in Buyer's sole discretion, may add the
Property. to Buyer's Existing_ Development Plan and seek approval of a modified
development plan for both Buyer's Existing Property and the Property.
2'1.4 The parties hereto acknowledge that as a condition to the
development of Seller's Retained Property, and as a condition to the development
of Buyer's Existing Property, the City will require that Seneca Street be
extended in a southerly direction from its existing terminus point (the "Seneca
Street Extension") . The Seneca Street Extension is shown on Seller's Existing
Preliminary Plat. As proposed, the Seneca Street Extension will run entirely
through Seller's Existing Property, separating Seller's Retained Property from
the Property (i.e. , the Seneca Street Extension, when constructed, will run along
the most easterly boundary of Seller's Retained Property and the most westerly
boundary of the Property) . Seller and Buyer shall each pay one-half of all costs
and expenses as determined by the City for the construction of that portion of
the Seneca Street Extension which runs from the northerly boundary of Seller's
Existing Property to the southerly boundary of the Old Harmony Road Segment (the
"Shared Seneca Construction Costs") . Each party agrees to pay its 50 percent
share of the Shared Seneca Construction Costs within 30 days of receipt of proper
invoices from contractors, subcontractors, or governmental agencies. Any portion
of the Shared Seneca Construction Costs which is reimbursed by the City shall be
shared equally by Seller and Buyer.
21.5 At Closing, and as a condition to the sale and purchase of the
Property, (i) Seller shall dedicate to the City the land included within that
portion of the Seneca Street Extension which is presently owned by Seller, and
(ii) Buyer shall dedicate to the City the land included within that portion of
. the Seneca Street Extension which is presentlyowned b Buyer. The land to be
dedicated by each.party must be sufficient to allow (a) full turn access from the
Seneca Street Extension into Seller's Retained Property, and (b) full turn access
into the property which is presently referred to as Lot 4 and Tract A on Seller's
Existing Preliminary Plat.
21.6 As aforesaid,. it is contemplated that the city Will vacate the
Old Harmony Road Segment as shown on Buyer's Existing Preliminary Plat. If the
Old Harmony Road Segment is vacated by the City, then, with respect t.o that
portion of the Old Harmony Road Segment located to. the west of the Seneca Street
Extension (the "Westerly Portion of the .Old Harmony Road Segment") , Seller will
become the owner of the northern half thereof, and Buyer will become the owner
of the southern half thereof. Following vacation of the Old Harmony Road Segment
by the City, Buyer will become the sole owner of that portion of the Old Harmony
Road Segment located east of the Seneca: Street Extension (the "Easterly Portion
of the Old Harmony Road Segment") . Within 14 days after acquiring ownership
thereof, Buyer shall convey to Seller by Special Warranty Deed, and without
payment of any additional consideration, that portion of the southern half of the
Westerly Portion of the Old Harmony Road `Segment which runs along the southerly
boundary of Seller's Retained Property. Buyer shall have no obligation to
furnish to Seller title insurance or other evidence of Buyer's title to such
land. Any such title insurance protection or evidence of title shall be obtained
by Seller at Seller's sole cost and expense.
21.7 Seller's Future Development Plan will seek approval from the
City of full turn access from the Seneca Street Extension into Seller's Retained
Property ("Full Turn Seneca Access") . Seller has expressed concern to Buyer that
as a condition to the City's approval of Full Turn Seneca Access, the City may
' require that Seller obtain a road easement from Buyer with respect to the small
triangular parcel of land which is presently owned by Buyer and which is
crosshatched on the copy of Seller's Existing Preliminary Plat attached hereto
as Exhibit "E" and which is referred 'to thereon as "Full Turn Seneca Access
Easement Parcel," As a condition to the sale and purchase of the Property, and
if required by the City as a condition to Full Turn Seneca Access, Buyer shall
grant to Seller, without additional consideration, a non-exclusive road easement
and right-of-way (the "Full Turn Seneca Access Easement") over and across the
Full Turn Seneca Access Easement Parcel. If required, as aforesaid, Buyer shall
grant the Full Turn Seneca Access Easement to Seller, free and clear of liens and
encumbrances within 14 days after Seller notifies Buyer in writing and provides
reasonable supporting evidence that the City is requiring• that Buyer grant` to
Seller the Full Turn Seneca Access Easement as a condition to approving Full Turn
Seneca Access. As aforesaid, the Shared Seneca Construction Costs shall only .
include costs and expenses for the construction of that portion of the Seneca
Street Extension which extends from the north boundary of Seller's Existing
Property to the south boundary of the Old Harmony Road Segment. However, and
notwithstanding anything to the contrary contained' herein, if Buyer is required
to grant to Seller the Full Turn Seneca Access Easement, the Shared Seneca •
Construction Costs shall include all costs and expenses for the construction of:
that portion of .:the Seneca Street Extension located to the south Of the Old
Harmony Road Segment which is shown on Seller's Existing Preliminary Plat.
Furthermore, if the Full Turn Seneca Access Easement is granted to Seller by
Buyer, Seller shall be solely responsible for road construction costs on the land
which is subject to the Full Turn Seneca Access Easement. The Full Turn Seneca
Access Easement Parcel is legally described on Exhibit "G attached hereto.
(HFBM 7/09/98) 5 -
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21.8 Seller's Existing Development Plan not only includes Seller's
Existing Property, but also includes the land within the Old Harmony Road
Segment. Seller's Existing Development Plan contemplated not only the
acquisition of fee ownership by Seller of the north half of the Old Harmony. Road
Segment following vacation thereof by the City, but also the acquisition by
Seller from.Buyer of the south half of the Old Harmony Road Segment. Based on
the assumption (which is no longer valid) that Seller would acquire ownership of
the Old Harmony Road Segment in its entirety,' Seller's Existing Development Plan
provided for the creation of five separate parcels of land to be known as Lots 1
through 4 and Tract A. Lots 1 through 4 and Tract A, as proposed, are shown on
both Seller's Existing Preliminary Plat and on Seller's Existing Site Plan.
Seller's Future Development Plan will no longer include Lot 4 or Tract A since
(i) Buyer, in purchasing the Property, will become the owner of that portion of
proposed Lot 4 which is presently owned by Seller ("Proposed Lot 4") , and
(ii) following vacation of the Old Harmony Road Segment, Buyer will become the
owner of, and will retain ownership of, the Easterly Portion of the Old Harmony
Road Segment (including both the north half thereof and the south half thereof) .
Seller has expressed concern that as a condition to the approval of
Seller's Future Development Plan, the City may require that Seller obtain an
easement for detention and/or retention of drainage waters over and across the
land which is referred to as Tract A on Seller's Existing Preliminary Plat (the
"Drainage Easement") . Most of the land included within proposed Tract A
("Proposed Tract A") is presently included within the Easterly Portion of the Old
Harmony Road Segment and, therefore, is not presently owned either by Seller or
Buyer. Therefore, Buyer cannot legally grant the Drainage Easement to Seller at
Closing: However, in consideration of the sale and purchase of the Property, and
provided (i) the City vacates the Old Harmony Road Segment, and (ii.) the City
requires the. Drainage Easement as a condition to the approval of Seller's Future
Development Plan, Buyer agrees to grant - the Drainage Easement to Seller in
accordance with the following terms and conditions: The Drainage Easement shall
include two separate components. The first component shall consist of an
underground pipeline easement,. which shall be 15 feet in width (the "Underground
Pipeline Component") . The easement for the Underground Pipeline Component shall
run along the northerly boundary of the Property (also being the northerly
boundary of Proposed Lot 4 and shall be located as close to the southerly
boundary of the New Harmony Road Segment as is. feasible and ,permitted by the
City. The second component shall consist of an easement for detention and/or
retention of drainage waters on Proposed Tract A as reasonably required by the
City. It is the intention of the parties hereto that the Drainage Easement shall
not interfere with Buyer's desire to obtain approval from the City of a building
site on Proposed Lot 4. Once again, Buyer .shall not be obligated to grant the
Drainage Easement to Seller unless the Drainage Easement is required by the City
as a condition to the development of Seller's Retained Property, If required,
as aforesaid, Buyer shall grant the Drainage Easement to Seller within 14 days
after Buyer acquires ownership of the Easterly Portion of the Old Harmony Road
Segment. If the Drainage Easement is granted by Buyer to Seller before it is
determined whether the Drainage Easement will be required as a condition to the
City's approval of Seller's Future Development Plan, and subsequently it is
determined that the Drainage Easement will not be required by the City as a
condition to Seller's Future Development Plan, Seller, at the request of Buyer,
shall promptly vacate and relinquish the Drainage Easement.
21.9 The parties hereto acknowledge that the Old Harmony Road
Segment presently provides vehicular, bicycle, and pedestrian access to the Cathy
Fromme Prairie Natural Area Trailhead and Parking Lot located to the West of
Seller's Retained Property (the "Cathy Fromme Trailhead") . The Old Harmony Road
Segment also provides a secondary access for Buyer's Existing Property,_
Following the vacation by the City of the Old Harmony Road Segment, and as a
condition to the conveyance by Buyer to Seller of the southern half of the
Westerly Portion of the Old Harmony Road Segment, Seller shall execute such
documents as Buyer and/or the City shall reasonably require to accomplish the
following:
A. The granting to Buyer of an emergency access easement
providing access between Buyer's Existing'Property and a road to be constructed
by Seller along the Westerly Portion of the Old Harmony Road Segment. The actual
access point between Buyer's Existing Property and the road which is to_be
located on the Old Harmony Road Segment shall be at a location which is
determined by the City. Such easement shall be accomplished either by Buyer •
reserving said easement when Buyer conveys the southern half of the Westerly
Portion of the Old Harmony Road Segment to Seller or by Seller dedicating such
easement as part of the approval process of. Seller's Future Development Plan.
B. The dedication to the City of an access easement over
that portion of the Westerly Portion of . the Old Harmony Road Segment as
reasonably required by the City for the purpose of providing public access
(including road, pedestrian, and bicycle access) to the Cathy Fromme Trailhead.
C. The easements and/or dedications required by this
Section 21.9 shall be without cost or expense to Buyer. The easements and/or
dedications shall be promptly granted when required by the City so as not to
delay Buyer's development of Buyer's Existing Property in any respect.
(HFBM 7/09/98) - 6 -
21.10 Buyer expressly acknowledges that one or more of the principals
in Seller are licensed real estate brokers and/or salespersons who are not
representing Buyer and who are acting for their own benefit and account in
connection with this transaction and is not representing Seller. No brokerage
commissions shall be payable by either Seller or-Buyer in connection with this
transaction.
21.11 Seller expressly acknowledges that Buyer holds legal title to
Buyer's Existing Property as agent and nominee for Harmony Ridge, a Colorado
General Partnership. Accordingly, notwithstanding anything to the contrary •
contained in Section 7 of this contract, Buyer shall have the right to assign
this contract to Harmony Ridge.
21.12 The title insurance commitment and policy which Seller is
required to furnish to Buyer pursuant to Section 8 of this contract shall be
issued by Transnation Title Insurance Company,
21.13 The parties hereto expressly acknowledge that Buyer is being
represented by the Law Firm of Hasler, Fonfara and Maxwell LLP in connection with
this transaction. The parties hereto further acknowledge that on previous
occasions, the Law Firm of Hasler, Fonfara and Maxwell LLP has represented
Seller; but, in connection with the transaction which is the subject matter of
this contract, the said Law Firm is solely representing Buyer.
21.14 .The parties hereto acknowledge that the following Agreements
are null and void and without further force or effect:
A. That certain "Development Agreement" dated August 7,
1996, to which Seller and Buyer are parties.
B. That certain "First Addendum to Development Agreement'' '
dated January 24, 1997, to which Seller and Buyer are parties.
21.15 The parties hereto acknowledge that certain duties and
obligations of Seller as provided herein shall survive the Closing ("Seller's
Future Obligations") . Seller's Future Obligations include the following:
A. Seller's obligation to pay its share of the Shared Seneca
Construction Costs pursuant to Section 21.4 and Section 21.7 hereinabove.
B Seller's obligation to grant to Buyer an emergency access
easement pursuant to Section _21.9.A hereinabove:
C. • Seller's obligation to dedicate an access easement to the
City pursuant to Section 21.9.B hereinabove.
Similarly, certain duties and obligations of Buyer as provided herein shall
survive the Closing ("Buyer's Future Obligations") . Buyer's Future Obligations
include the following:
(1) Buyer's obligation to pay its share of the Shared Seneca
Construction Costs pursuant to Section 21.4 and Section 21..7 hereinabove.
(2) Buyer's obligation to convey to Seller the south'half of
the. Westerly Portion of the Old Harmony Road Segment pursuant to Section 21.6
hereinabove.
(3) Buyer's obligation to grant to Seller the Full Turn
Seneca Access Easement pursuant to Section 21.7 hereinabove.
(4) Buyer's obligation to grant to Seller the Drainage
Easement pursuant to Section 21.8 hereinabove.
At Closing, Seller and Buyer shall execute and record with the Larimer
County Clerk and Recorder a document which acknowledges and confirms that
Seller's Future Obligations and Buyer's Future Obligations shall survive the
Closing and were not waived, terminated, or merged in the documents executed by
the parties at Closing.
21.16' The parties hereto acknowledge that the City is not obligated
to vacate the Old Harmony Road Segment or to. grant the Full Turn Seneca Access.
Buyer's obligations (i) to convey to Seller the south half of the. Westerly
Portion of the Old Harmony Road Segment, (ii) to grant to Seller the Full Turn
Seneca Access Easement, and (ii) to grant to Seller the Drainage Easement are
contingent upon the City's vacation of the Old Harmony Road. Segment. The failure
of the City to vacate the Old Harmony Road Segment and/or to approve Full Turn
Seneca Access for Seller's Retained Property shall not affect the finality of the
sale of the Property to Buyer. However, Buyer (including Harmony. Ridge, a
Colorado General Partnership; G. D. McGarvey; Lee A. Stark; and Free Enterprises,
Inc. , a Colorado Corporation, and its shareholders) will act in good faith to
support the vacation by the City of the Old Harmony Road Segment and the granting
of Full Turn Seneca Access.
22. RECOMMENDATION OF LEGAL COUNSEL. By signing .this document, Buyer and
Seller acknowledge that this document has important legal consequences and it is
recommended that they consult with legal and tax or other counsel before signing
this contract.
(HFBM 7/09/98) - 7 -
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23. TERMINATION. In'the event this contract is terminated, all payments
and things of value received hereunder shall be returned and the parties shall
be relieved of all obligations hereunder, subject to Section 19.
24. NOTICE TO BUYER. Any notice to Buyer shall be effective when
received by Buyer.
25. NOTICE TO SELLER. Any notice to Seller shall be effective when
received by Seller.
26. MODIFICATION OF THIS CONTRACT. No subsequent modification of any of
the terms of this contract shall be valid, binding upon the parties, or
enforceable unless made in writing and signed by the parties.
27, ENTIRE AGREEMENT. This contract constitutes the entire contract
between the parties relating to the subject hereof, and any prior agreements
pertaining thereto, whether oral or written, have been merged and integrated into
this contract.
28. NOTICE OF ACCEPTANCE; COUNTERPARTS. This proposal shall expire
unless accepted in writing, by Buyer and Seller, as evidenced by their signatures
below, and the offering party receives notice of such acceptance on or before
July 14 , 1998 (Acceptance Deadline) . If accepted, this document shall
become a contract between Seller and Buyer. A copy of this document may be
executed by each party, separately, and when each party has executed a copy.
thereof, such copies taken together shall be d-erred to be a full and complete
contract between the parties.
Date: _ -
G.
7 Date•..
Buye " LEE A. STARK
FREE ENTERPRISES, INC. ,
a Colorado Corporat#t,-•>
Date: �` ! By
Buyeti Lee A. St rk, Pred0Ont
Buyer's Address: _18.03 North Garfield, Loveland, Colorado 80537
OVERLOOK DEVELOPMENT COMPANY, LLC,
a Colorado Limited Liability Company
Date: 11 19-9 By
Seller d " . Pietenpol, Manager
Date: 7 - 13 ` / F By
•
Seller. Alvin Alexan r, Manager
Seller's Address 149 West Harvard, Fort Collins, Colorado 80526
•
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(HFBM 7/09/98) - 8
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EXHIBIT "A" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM
AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYER")
LEGAL DESCRIPTION
OF THE PROPERTY
0)46510.4114.1
THE SEAR-BROWN GROUP
FULL-SERVICE DESIGN PROFESSIONALS
0Q SOUTI I MELDRUM
FORT COLLINS,COLORADO 80521-2603
970-482-5922 FAX:970-482-6368
•
DESCRIPTION:
A tract of land located in the Southwest Quarter of Section 34, Township.7 North, Range 69
West of the 6th Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado,
being more particularly described as follows:
Considering the South line of the Southwest Quarter of said Section 34 as bearing, North
89°53'42" East and with all bearings contained herein relative thereto:
Commencing at the Southwest corner of said Section 34; thence along the South line of said
Southwest Quarter, North 89°53'42" East. 1224.04 feet; thence, North 00°06'18"West,30.00 feet
to the North line of the old Harmony Road; thence along said North line, North 89°53'42" East,
582.25 feet to the POINT OF BEGINNING;thence, North 32°23'50" East, 71.88 feet to a curve
concave to the South having a central angle of 87°42'38", a radius of 1.5.00 feet and the chord of
which bears North 76°15'09" East, 20.79 feet; thence along the arc of said curve 22.96 feet to a
point on a curve concave to the Northeast having a central angle of 07°22'38", a radius of
1135.00 feet and the chord of which bears South 63°26'45" East, 146.04 feet; thence along the
arc of said curve 146.14 feet to the North line of old Harmony Road; thence along said North
line, South 89°53'42" West, 189.34 feet to the Point of Beginning.
•
The above described tract of land contains 0.150 acres and is subject to all easements and rights-
of-way now on record or existing.
7/7/98
• 154arapl
?.1 \1 1 'I;1..Iy Ni."\I \NIA
wIi11:\140•111':'cl
STANDARDS IN EXCELLENCE IOt)A1.OPPORTUNITY I:MI'IthIR
(HF8M 7/09/98) - 9 -
•
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EXHIBIT "B" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN' OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYER")
LEGAL DESCRLPTION
' OF SELLER'S EXISTING PROPERTY
A tract of land located in the Southwest Quarter of Section 34,
Township 7 North, Range 69 West of the 6th Principal Meridian, City
of Fort Collins, Larimer County, Colorado, being'more particularly
described as follows:
Considering the South line of the Southwest Quarter of said
Section 34 as bearing South 89 degrees 53 minutes 42 seconds West
from a 3" Aluminum Cap in a Range Box at the South Quarter corner to
a steel rod'in a,pipe at the Southwest corner of said Section 34 and
with all bearings contained herein relative thereto:
Commencing at the South Quarter corner Of said Section 34 thence
along South line of said Southwest Quarter, South 89 degrees
5.3 minutes 42 seconds West, 1416:24 feet; thence North 00 degrees
• 06 minutes 18 seconds West, 30.00 feet to the North right-of-way
line of Harmony Road, said point being the POINT OF BEGINNING,
thence along the Southeasterly line of The Overlook at Woodridge,
P.U,.D. First Filing the following 5 courses, North 00 degrees
06 minutes 18 seconds West, 18.25 feet; .thence North 31 degrees
34 minutes 29 seconds East, 120:49 feet; thence North 02 degrees
23 minutes 32 seconds East, 114.55 feet; thence North 60 degrees
01 minutes 55 seconds East, 251.88 ' feet; thence North 53 degrees
28 minutes 59 seconds East, 17.91 feet to a point on the
Southwesterly line of Harmony Road and on :a curve concave to the
Northeast having a central angle . of 30 degrees 37 minutes.
02 seconds, a radius of 1135.00 feet and the chord of which bears
South 51 degrees 49 minutes 33 seconds . East, 599,32 feet; thence
along the arc of said curve 606.51 feet to a point on the North line
of Harmony Road, thence along said North line South t89 degrees
53 minutes 42 seconds West, 771.59 feet to the Point of Beginning.
(Vacant land, no street address assigned)
•
(HF&M 7/09/98) - 1 0 -
•
EXHIBIT "C" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYER")
LEGAL DESCRIPTION
OF SELLER'S RETAINED PROPERTY
qt0
THE SEAR-BROWN GROUP
FULL-SERVICE DESIGN PROFESSIONALS
209 SOUTH MELDRUM
FORT COLLINS.COLORADO 805 2 1-260 3
970-482-5922 FAX:970-482-6368
DESCRIPTION:
A tract of land located in the Southwest Quarter of Section 34, Township 7 North, Range 69
West of the 6th Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado,
being more particularly described as follows: •
Considering the South line of the Southwest Quarter of said Section 34 as bearing, North
89°53'42" East and with all bearings contained herein relative thereto:
Commencing at the Southwest corner of said Section 34 thence along the South line of said
Southwest Quarter, North 89°53'42" East. 1224.04 feet; thence, North 00°06'18"West, 30.00 feet
to the POINT OF BEGINNING, said point being on the Southeasterly line of The Overlook at
Woodridge First Filing; thence along said Southeasterly line the following five courses and
distances , North 00°0.6'18" West, 18.25 feet; thence, North 31°34'29" East, 1.20.49 feet; thence,
North 02°23'32" East, 114.55 feet; thence,North 60°01'55" East, 251.88 feet; thence, North
53°28'59" East, 17.91 feet to a point on the Southerly line of Harmony Road, said point being on
a non-tangent curve concave to the Northeast having a central angle of 23°14'24" a radius of
1135.00 feet and the chord of which bears South 48°08'14"East, 457.22 feet; thence along said
Southerly line and the arc of said curve 460,37 feet to a point on a curve concave to the South
having a central angle of 87°42'38" a radius of 15.00 feet and the chord of which bears South
76°1.5'09" West, 20.79 feet; thence along the arc of said curve 22.96 feet thence, South
32°23'50" West, 71.88 feet to the North line of old Harmony Road; thence along said North line,
South 89°53'42" West, 582.25 feet to the Point of.Beginning.
The above described tract of land contains 3.220 acres and is subject to all easements and rights-
of-way now on record or existing.
7/7/98
154arap4
\'ORI;•I FNNs1'L\'ANIn
i OI .'R•\ICU•I ITr\L1
STANDARDS IN EXCELLENCE
EQUAL OPPORTUNITY EMPLOYER
(HF&M 7/09/98) 11
•
EXHIBIT "D" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A: STARK, AND FREE ENTERPRISES, INC. ("BUYER")
LEGAL DESCRIPTION
OF BUYER'S EXISTING PROPERTY
Tract 1:
A tract of land situate in the West 1/2 of the Northwest 1/4 of Section 3,
Township 6 North, Range 69 West of the 6th P.M. City of Fort Collins, County of
Larimer, State of Colorado, which considering the West line of the said
Northwest 1/4 as bearing North 00 degrees 07 minutes 08 seconds East and with all
bearings contained herein relative thereto is contained within the boundary lines
which begin at a point on the North line of the said Northwest 1/4 which bears
North 89 degrees 38 minutes 45 seconds East.417.60 feet from the Northwest corner
of said Section 3 and run thence South 01 degrees 07 minutes 56 seconds West
429.21 feet to a point on the Northerly bank of the Trilby Lateral; thence along
the said Northerly bank, South 63 degrees 14 minutes 32 seconds East 164.11 feet
and again South 82 degrees 21 minutes 17 seconds East 66.91 feet and again North
77 degrees 31 minutes 51 seconds East 97.85 feet and again South 10 degrees
05 minutes: 35 seconds East 69.28 feet and again South 33 degrees 01 minutes
18 seconds East 80.70 feet and again South 54 degrees 59 minutes 11 seconds East
63 .18 feet and again South 67 degrees 16 minutes 46 seconds East 49.47 feet and
again South 75 degrees 28 minutes 54 seconds East 49.01 feet and again South
18 degrees 49 minutes 56 seconds East 57.81 feet and again South 33 degrees
16 minutes 55 seconds East 49.95 feet and again South 58 degrees 48 minutes
10 seconds East 50.24 feet and again South 70 degrees 10 minutes 53 seconds East
58.94 feet and again South 75 degrees 14 minutes 24 seconds East 121.52 feet and
again North 88 degrees 54 minutes 20 seconds East 51.45 feet and again North
73 degrees 04 minutes 36 seconds East 90.98 feet to a point on the East line of
the West 1/2 of the said Northwest 1/4; thence along the said East line, North •
00 degrees 04 minutes 59 seconds East 845.86 feet to the Northeast corner of the
West 1/2 of the said Northwest 1/4; thence South 89 degrees 38 minutes 45 seconds
West 902.59 feet along the North line of the said Northwest 1/4 'to the point of
beginning, County of Larimer, State of Colorado.
Tract 2:
A tract of land situate in the East 1/2 of the Northwest 1/4. of Section 3,
Township 6 North, Range 69 West of the 6th P.M_ , City .of Fort Collins, County of
Larimer; State of Colorado, which considering the West line of the said
Northwest 1/4 as bearing North 00 degrees 07 minutes 08 seconds East and with all
bearings contained herein relative thereto is contained within the boundary lines
which begin at the Northwest corner of the East 1/2 of the said Northwest 1/4
which bears North 89 degrees 38 minutes 45 seconds East 1,320.19 feet from the
Northwest corner of said Section 3 and run thence South 0.0 degrees 04 minutes
59 seconds West 845.86 feet along the West line of the said East 1/2 to a point
on the. Northerly bank of the Trilby Lateral; thence along the said Northerly
bank,, North 73 degrees 04 minutes 36 seconds East 10.82 feet and again South .
59 degrees 15 minutes 12 seconds East 94.79 feet and again South 82 degrees
10 minutes 20 seconds East 34.21 feet; thence leaving said Northerly bank., North
87 degrees 06 minutes 03 seconds East 167.70 feet to a point on the said
Northerly bank; thence along the said Northerly bank, South 53 degrees 35 minutes
27 seconds East 115.10 feet and again South 3.3 degrees 41 'minutes 34 seconds East
99.13 feet and again South 48 degrees 27 minutes 29 seconds East 79.93 feet and
again South 64 degrees 46 minutes 15 seconds East 77.28 feet and again South
70 degrees 23 minutes 40 seconds East 146,64 feet and again South 45 degrees
04 minutes 57 seconds East 47.68 feet and again South 75 degrees 59 minutes 11
seconds East 30.44 feet and again North 73 degrees 22 minutes 29 seconds East.
53.72 feet and again North 50 degrees 07 minutes 56 seconds East 38.27 feet;
thence leaving said Northerly bank, South 72 degrees 54 minutes 37 seconds East
221.25 feet to a point on the said. Northerly bank; thence along the said
Northerly bank, South 16 degrees 41 minutes 49 seconds East 147.88 feet and again
South 00 degrees 43 :minutes 39 seconds West 67,58 feet and again South 50 degrees
17 minutes 44 seconds East 44 .17 feet and again South 85 degrees 03 minutes
15 seconds East 46.07 feet and again North 50 degrees 17 minutes 45 seconds East
106.31 feet and again North 73 degrees 03 minutes 50 seconds East 55.03 feet to
a point on the East line of the said Northwest 1/4; thence North 00 degrees .
02 minutes 49 seconds East 882.34 feet along the said East line to the Southeast
corner of that tract of land described in Book 2024 at Page 536 of the Larimer
County records; thence along the boundary of said tract of land, South 89 degrees
38 minutes 45 seconds West 250.00 feet; thence North 00 degrees 02 minutes
49 seconds East 522.72 feet to a point on the North line of the said
Northwest 1/4; thence South 89 degrees 38 minutes 45 seconds West 1,070.19 feet
along the said North line to the point of beginning, County of Larimer, State of
Colorado.
(Vacant land, no street address assigned)
•
(HF&M 7/09/98) - 1.2 - •
EXHIBIT "E" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYER")
COPY OF SELLER'S EXISTING PRELIMINARY PLAT
•
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EXHIBIT "F" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM AND RANCH .
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A. STARK, AND FREE ENTERPRISES, INC. ("BUYER") .
COPY OF SELLER'S EXISTING PRELIMINARY SITE PLAN
•
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EXHIBIT "G" ATTACHED TO AND MADE A PART OF THE VACANT LAND/FARM AND RANCH
CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN OVERLOOK DEVELOPMENT COMPANY, LLC
("SELLER") AND G. D. McGARVEY, LEE A. STARK, AND FREE ENTERPRISES,. INC. ("BUYER")
LEGAL DESCRIPTION
OF THE FULL TURN SENECA ACCESS EASEMENT PARCEL
•
t,` � tti
THE SEAR-BROWN GROUP
FULL-SERVICE DESIGN PROFESSIONALS
20Q SOUTH MFLDRUM
FORT COLLINS.COLORADO 805 2 1-260 3
970-482-5922 FAX:970-482-6368
•
DESCRIPTION:
A tract of land located in the Northwest Quarter of Section 3, Township 6 North, Range 69 West
of the 6th Principal Meridian, City of Fort Collins, County of Larimer, State of Colorado, being
more particularly described as follows:
Considering the North line of the Northwest Quarter of said Section 3 as bearing,North
89°53'42" East and with all bearings contained herein relative thereto:
Commencing at the Northwest corner of said Section 3; thence along the North line of said
Northwest Quarter, North 89°53'42" East, 1224.04 feet; thence, South 00°06'18"East, 30.00 feet
to the South line of the old Harmony Road; thence along said South line, North 89°53'42" East,
329.38 feet to the POINT OF BEGINNING;thence continuing along said South line, North
89°53'42" East, 150.50 feet; thence, South 32°23'50" West, 7.30 feet to a curve concave to the
Southeast having a central angle of 06°23'18", a radius of 329.00 feet and the chord of which
bears South 27°21'21" West, 36.66 feet; thence along the arc of said curve 36.68 feet; thence,
North 65°11'19" West, 45.43 feet to a curve concave to the Southwest having a central angle of
24°54'59", a radius of 210.00 feet and the chord of which bears North 77°38'49" West, 90.61
feet; thence along the arc of said curve 91.32 feet to the Point of Beginning.
The above described tract of land contains 0.049 acres and is subject to all easements and rights-
of-way now on record or existing.
7/7/98
154arap2
•:1 ‘\ \,'L,.•I'I •11::.1 I\ \NI.\
i:l I:•\I1t:•III \I
STANDARDS IN EXCELLENCE I:OuAI.(,I'IK,141/t4IIY I.rnI'Ii,VI.I'
AGREEMENT TO AMEND/EXTEND CONTRACT
July 21, 1998. .
RE: Contract dated July 9 , 19 98 , between G. D. McGARVEY,
LEE A. STARK, and FREE ENTERPRISES, INC. , a Colorado Corporation, acting
as nominees and agents of Harmony Ridge, a Colorado General Partnership
(Buyer) and OVERLOOK DEVELOPMENT COMPANY, LLC, a Colorado Limited
Liability Company (Seller) relating to the sale and purchase of the
following described real estate in the County of Larimer , Colorado:
A parcel of land located in the SW1/4 of Section 34, Township 7
North, Range 69 West of the 6th P.M. , containing approximately
0.150 acres, as more fully described in the contract.
known as (vacant land, no street address assigned) (Property) .
Buyer and Seller hereby agree to amend the aforesaid contract as follows:
1. The date for closing and delivery of deed is changed to
August 26 , 19 98
2. The date for furnishing commitment for title insurance policy or
abstract of title is changed to July 21 , 19 98-. .
— 3. The date for delivering possession of Property is changed to _
August 26 , 19 98 .
4. The date for approval of new loan is changed to
N/A , 19
5. ` The date for lender's consent to loan assumption or transfer of
Property is changed to N/A , 19
6. Other dates set forth in said contract shall be changed as
follows:
N/A.
7. Additional amendments:
A. Terms or expressions used in this addendum which begin with
a capital letter shall have the same defined meanings given in the contract
unless the context requires a different meaning:
B. The hour and place of closing shall be at 1:00 p.m. at the
Law Offices of Hasler, Fonfara and Maxwell.LLP, 125 South Howes, Sixth Floor,
Fort Collins, Colorado.
C. Buyer expressly acknowledges that Buyer's obligation to
purchase the Property is not contingent upon the approval by the City of
Fort Collins of a Development Plan for Buyer's Existing Property.
D. Buyer acknowledges that the closing date was extended by
Seller at Buyer's request and that Seller has advised Buyer that Seller does
not intend to grant further extensions.
E. The parties hereto acknowledge that the legal description
of the Full Turn Seneca Access Easement Parcel, which appears on Exhibit "G, ".
is incorrect. The correct legal description is attached to this addendum and
referred to as "Revised Exhibit 'G. '
All other terms and conditions of said contract shall remain the same.
OVERLOOK DEVELOPMENT COMPANY, LLC,
a Colorado Limit iability Company
Date: July 21, 1998 By +
Seller D J. 'etenpol, Manager
G% —
Date: -July 21, 1998 By l
Sell n Al Manager
Date: July 21, 1998
D
Date: July 21, 1998
yer LEE . STARK
•
FREE ENTERPRISES, INC.
'a Colorado Co
Date: July 21, 1998 s - ••'
H er Lee A. Stark, Presiden