HomeMy WebLinkAboutBRIDGEFIELD PUD - Filed OA-OTHER AGREEMENTS - 2003-05-28AGREEMENT OF PURCHASE AND
SALE OF REAL PROPERTY
Bridgefield P.U.D.
THIS AGREEMENT is made and entered into by and between
LAGUNITAS COMPANY, hereinafter referred to as "the Seller", and
THE CITY OF FORT COLLINS, a municipal corporation, hereinafter
referred to as "the Purchaser".
WITNESSETH:
For and in consideration of the promise of the Purchaser to
purchase and of the Seller to sell the real estate described in
paragraph 1. hereinafter, and other good and valuable
consideration, the receipt and adequacy of which are hereby
confessed and acknowledged, the parties agree to be legally bound
whereby the Seller agrees to sell and the Purchaser agrees to
purchase the said real estate on the terms and conditions
hereinafter set forth.
1. Description of Real Property. The real estate which is
the subject matter of this Agreement of Purchase and Sale is that
certain parcel of real property located in the County of Larimer,
State of Colorado, which real property consists of 8.480 acres,
more or less, and is described on Exhibit "A" attached hereto and
incorporated by reference together with all improvements and
appurtenance; thereto. Said real property and personal property
shall be hereinafter referred to as "the Property". The Property
shall include any fences, buildings, landscaping, and other
improvements now located thereon, 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
Purchaser and the Purchaser agrees 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 Purchaser by general warranty deed, free
and clear of all liens and encumbrances, except and subject to the
following:
A. Any restrictions, reservations or exceptions
contained in any United States or State of Colorado
patents of record;
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ATTEST:
APPROVED AS 'TO FORM:
As�jistant City Attorney
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EXHIBIT "A"
TO
AGREEMENT OF PURCHASE AND
SALE OF REAL PROPERTY
LEGAL D]ESCRJPTJON
PROPERTY SOUTH OF BRIDGEFIELD P.U.D.
A tract of land situate in the North 1/2 of Section 22, Township 7 Noxlh, ptugo 69 West of the
Sixth P.M., City of Fort COILS, County of Laliner, State of Colorado, which, considerbig the
North liue of the Northeast 1/4 of said Section 22 as hearing S 89' 34' 30" F, and with all
bearuigs contained herein relative thereto, zs contained within the botwdary lines which begin at a
point on the boundary line of the Bridges M.D., First FMag which bears N 39' 37' 06" W
200.64 feet, and again S 09' 1 V 49" W 461.58 feet; and again S 57' 43' 21" E 45.93 feet from the
North 114 cofner o:Psald Section 22 and nui thence N 35° 461 19" E 9.63 feet; tlnortce N 711 38'
'18" E 92.32 fbet; thence N 990 15' 00" E 65.00 feet; thence S 550 0610611 1= 30S.00 feet to tho
Westerly boundary litre of Prospect Greens, First filing; thence along said Westerly boundary line
S 25" 00' 00" E 240.00 feet, and again S 70' 00' 00" W d15,00 hot; and again S 00' 00' 00" E
100.00 feet; and agau' k S 80' 00' 00" E 250.00 feet; and agaiu N 70' 00' 00" E 150.00 feet; and
again S 000 00' 00" E 190.01 feet; and again N 7010010011 E 93.96 £eet; attd agaiu S 300 00, 00"
k 110.00 ;Feet to the: Northerly luxe of West Stuart Street; thence aloug said Nortb erly hue along
the are of a 533.90 foot radius cun•e to the left a distance of 25.20 feet, the Iong chord of whiolh
bears S 74' 23' 31" W 25.19 feet; thence along the arc of a 1116.00 foot radius curve to the riglit
a 4;staooe of 10.28 ;feet, the long chord ofwbich bears S 72153' 49" W MM ;feet; thence N 89"
43' 56" W 653,00 feet, more or less, to the Southeast comer of the Bridges F,U.D., Fires Filing;
thence at.orlg the Eastexly lute of the Br7.dgoe P.U.D., First Filing, N 01130' 21" W 705.00 feet,
and againn N 35' 46' 19" E I51.66 feet, and again N 570 4512111 W 39.07 feet to the point of
beginning coatainiMg 9.490 acres more or less and being subject to all easeinents and rights -of
way in evidence or now of record,
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B. All zoning and other governmental rules and regu-
lations;
C. Statutory lien rights resulting from the inclusion
of the Property in any special taxing district or
improvement districts;
D. All oil, gas or other mineral reservations or
exceptions of record; and
E. General property taxes, assessments and charges for
1995 and all subsequent years.
F. Other matters affecting title which are shown on
the Title Commitment provided pursuant to Paragraph
4 hereof, which Purchaser has deemed acceptable.
3. Purchase Price. The purchase price of the Property
shall be Two Hundred Thirty -Five Thousand Dollars ($235,000)) and
shall be payable by the Purchaser to the Seller as follows:
A. The sum of Ten Dollars ($10.00), representing an
earnest money deposit, shall be paid by the
Purchaser upon the execution of this Agreement by
check to the Seller.
B. The balance of the purchase price in the amount of
Two Hundred Thirty -Four Thousand Nine Hundred
Ninety Dollars ($234,990.00), subject to closing
costs and customary prorations, as hereinafter
provided, shall be payable by check from the
Purchaser to the Seller at the time of closing, as
hereinafter set forth.
4. Title Insurance. On or before June 12, 1995, the Seller,
at its own. expense, shall provide to the Purchaser title
insurance. The title insurance commitment obtained by the Seller
shall show marketable title to the Property in the Seller, subject
only to those items set forth in paragraph 2 hereinabove. In the
event said title insurance commitment discloses title defects
subject to which the Purchaser need not take title, the Seller
shall cure such defect within a reasonable amount of time, at its
expense, without in any other manner affecting the terms of this
Agreement. If any instrument or deposit is necessary in order to
obviate a defect in or objection to title, the following shall
apply: (a) Any such instrument shall be in such form and shall
contain such terms and conditions as may be reasonably required by
the title insurance company so as to satisfy said company
sufficiently for it to omit such defect or objection; (b) Any such
deposit shall not exceed $100 and shall be made with the said
title insurance company; and (c) the Seller agrees to execute,
acknowledge and deliver any such instrument and to make any such
deposit. In the event said title insurance company refuses to
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omit any title defect or objection prior to closing, then the
Purchaser shall, at its election, have the right to accept such
title as the Seller is able to convey, without any reduction of
the purchase price; or the Purchaser shall have the right to
rescind this Agreement and, upon such rescission pursuant to this
paragraph, the Purchaser shall be entitled to the return of the
amount of money theretofore paid to the Seller or its agent; and
upon such payment, this Agreement shall be null and void and of no
further effect, and all parties to this Agreement shall be
released from. all obligations hereunder. Notwithstanding the
foregoing, in the event the inability of the Seller to convey
marketable title to the Purchaser is due to an act or omission of
the Seller, the Seller shall be in default and shall continue to
be liable hereunder.
5. Closing. The closing of this transaction shall be held
on or before June 12, 1995, through Security Title Guaranty Co.,
343 West Drake Road, Suite 200, Fort Collins, Colorado 80526, or
at such other reasonable time, date or location as the parties may
mutually agree upon. Closing may also be accomplished by mail.
6. Possession. Possession of the Property shall be de-
livered to the Purchaser on date of closing.
7. Proration. Real property taxes and assessments and
similar expenses, in accordance with local practice, shall be
prorated as of the date of closing.
8. Remedies on Default. 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 as herein provided, there shall be the
following remedies:
A. If the Purchaser is in default, then the earnest
money deposit shall be forfeited by the Purchaser
and retained on behalf of the Seller, and the
Seller may recover such damages as may be proper,
or the Seller may elect to treat this Agreement as
being in full force and effect, and the Seller
shall have the right to an action of specific
performance or damages, or both.
B. If the Seller is in default, the Purchaser may
elect to treat this Agreement as terminated, in
which case all payments and things of value
received hereunder shall be returned to the
Purchaser, and the Purchaser may recover such
damages as may be proper, or the Purchaser may
elect to treat this Agreement as being in full
force and effect, and the Purchaser shall have the
right to an action for specific performance or
damages, or both.
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9. Attorneys' 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 and prevails in any legal or equitable action against
the defaulting party, the defaulting party expressly agrees to pay
all reasonable expenses of said litigation, including a reasonable
sum for attorneys' fees.
10. 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.
11. 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 address as set forth below; and such notice or other
communication. shall be deemed given when so hand delivered or on
the third business day after when so mailed;
If to the Seller:
Jonathan J. Prouty
Lagunitas Company
3307 South College Avenue
Suite 200
Fort Collins, Colorado 80525
If to the Purchaser:
City of Fort Collins
Attention: John Duval,
City Attorney's Office
300 La Porte Avenue
Fort Collins, Colorado
With a Copy To: With a Copy To:
Esquire
80521
Dave Williams Ron Mills, Right -of -Way Agent
Attorney at Law City of Fort Collins Colorado
Moore, Smith & Williams. P.C. P.O. Box 580
425 West Mulberry Street Fort Collins, CO 80522
Suite 112
Fort Collins, Colorado 80521
12. Assignment. This Agreement shall not be assigned by
either of the parties hereto without the prior written consent of
the other party, which consent shall not be unreasonably withheld.
13. 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.
14. Representations of the Seller. The Seller represents
and warrants as follows:
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A. There is no litigation proceeding pending (or to
the Seller's knowledge threatened) against or
relating to any part of the Property, nor does the
Seller know of or have reasonable grounds to know
of any basis for any such action;
B. The Seller has no knowledge of any pending or
threatened condemnation or eminent domain
proceeding with respect to the Property or any part
thereof;
C. The Seller has not received notice of, and to the
best of the Seller's knowledge, there are no
violations of any laws, orders, regulations or
requirements of any governmental authority
affecting the Property or any part thereof;
D. The Seller has the unconditional right and power to
execute and deliver this Agreement to consummate
this transaction;
E. The Seller has not received notice of default or
breach by them or under any of the covenants,
conditions, restrictions, rights -of -way or
easements affecting the Property or any portion
thereof; no such default or breach now exists or
will exist on the date of closing; and no event has
occurred and is continuing which, with or without
notice and/or the passage of time, shall constitute
such a default or breach under any thereof; and
F. To the best of the Seller's knowledge, the Property
has never been used as a landfill or waste dump;
there has been no installation in, or production,
disposal or storage on the Property of any
hazardous waste or other toxic substances by any
tenant or previous owner or previous tenant or any
other activity which could have toxic results; and
there is no proceeding or inquiry by any
governmental authority or agency with respect
thereto.
15. Casualty. In the event that the Property is sub-
stantially 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 Purchaser, 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 Purchaser- shall be entitled to a refund of the amount of
money, if any, theretofore paid to the Seller or its agent.
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16. Headings. Paragraph headings used herein are for con-
venience of reference and shall in no way define, limit or
prescribe the scope or intent of any provision under this
Agreement.
17. 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.
18. Construction. Words of the masculine gender shall in-
clude 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 represen-
tation, expressed or implied, concerning this Agreement unless set
forth in writing and signed by both parties hereto.
19. Time is of the Essence. It is agreed that time shall be
of the essence of this Agreement and each and every provision
hereof.
20. Inspection. The Purchaser or any designee, shall have
the right to make inspections of the physical condition of the
Property and the improvements located thereon at the Purchaser's
expense. Such inspections may include, but not be limited to,
inspections regarding compliance with any environmental
protection, pollution or land use laws, rules, 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 hereunder.
If written notice of any unsatisfactory condition, as determined
at the Purchaser's sole discretion, signed by Purchaser, is not
received by the Seller on or before June 12, 1995, the physical
condition of the Property and the improvements located thereon
shall be deemed to be satisfactory to the Purchaser. If written
notice of amp unsatisfactory condition, signed by the Purchaser,
is given to the Seller on or before June 12, 1995, the Seller
shall either cure such conditions or this Agreement may be
terminated at the option of the Purchaser. Upon such termination,
all payments and things of value received hereunder by the Seller
shall be returned to the Purchaser. The Purchaser is responsible
and shall pay for any damage which occurs to the Property and the
improvements located thereon as a result of such inspections.
21. Contingencies.
A. This contract is expressly contingent upon the
Seller dedicating pedestrian and bicycle access to the Purchaser
as shown on Phase I, Bridgefield P.U.D. plat signed by Seller at
closing.
B. This contract is also expressly contingent upon the
Seller's obtaining and delivering to the Purchaser, at or before
closing, a 201, wide emergency access way, under a long term lease,
through Lot 1 Prospect Greens First Filing (also known as
Heatheridge Lakes Condominiums) in a form acceptable to the
Purchaser.
22. Prospect Road Reimbursement. The Purchaser agrees to
pay, at closing, a 50% share of the preexisting repayment cost set
forth in the repayment agreement for Choices 95 Prospect Road
construction not to exceed $18,444.
23. Easement Reservation. At closing, the Seller shall
reserve from the Property a storm drainage easement to accommodate
drainage and detention needs as specified in the grading and
Drainage Plan for Bridgefield P.U.D., a copy of which is attached
as Exhibit "B" and incorporated herein by this reference.
24. Legal Titleholder. The parties hereto acknowledge that
legal title to the Property is held by Sharf Family Trust, and not
by the Purchaser. The Seller has entered into a Contract with
said Trust wherein said Trust has agreed to convey the Property to
the Purchaser, by a General Warranty Deed. Both parties hereto
consent to such procedure.
25. Export of Dirt. The Seller will become the owner of
Bridgefield F.U.D., which lies adjacent to the Property. The
Purchaser consents to the Seller's exporting approximately 15,000
cubic yards of various soil from such other property, onto the
Property. Such soil will be transported by the Seller, at the
Seller's expense, and placed between the ditch and Heatheridge
Lake, in accordance with the Conceptual Open Space Plan of which a
copy is attached as Exhibit "C" and incorporated herein by this
reference. During the earth moving process, the Seller shall
comply with all City erosion control requirements; after earth
moving is completed, the Seller shall return the ditch to its
original condition and shall cause it to be revegetated. The
Seller shall. have the burden of obtaining all permits and
complying with any and all requirements imposed by the ditch
company.
After moving and grading the dirt, the Seller shall plant it
with the following, specified mix of grasses: Western wheatgrass
(Agropyron smithii), Sideoats grama (Bouteloua curtipendula), Blue
grama (Bouteloua gracilis), Bufalograss -(Buchloe dactyloides),
Sand dropseed (Sporobolus cryptandrus), and Green needlegrass
(Stipa viridu.la).
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The Seller shall utilize dry land planting methods consistent
with open space grass planting methods used by the Storm Water
Utility of the City in nearby areas. The City may specify the
time of year at which such planting shall occur. Any supplemental
irrigation or additional planting or replanting of the reseeded
area shall be at the City's sole expense, unless the Seller fails
to comply with one or more of the requirements set forth above.
The Seller shall install, and seed, a berm that shall be one
foot to two feet high and located west of the Heatheridge
condominiums and north of the Heatheridge lake. Such berm shall
be constructed of soil exported by the Seller and shall be planted
with the same grass seed mix, and with the same planting
procedures, described above.
The Seller shall plant up to twelve (12) trees, of a kind
specified by the City, to be planted at locations specified by the
City. Such trees shall be at least one and one-half inches in
diameter. Any extraordinary preparation or planting procedures,
and all irrigation relating to such trees, shall be at the City's
sole expense.
The Seller's right to export dirt onto the Property under
this Paragraph shall terminate, and all work required of the
Seller hereunder shall have been fully performed, by not later
than May 31, 1997. PROVIDED, HOWEVER, that the Seller may apply
for an extension of such deadline (which extension shall not be
for more than an additional year) if circumstances warrant; the
Purchaser shall have the right to grant or withhold its approval
for any such requested extension, in the sole and absolute
discretion of the Purchaser.
26. Heatheridge Matters. After closing, the Seller agrees
to assist the Purchaser in working with the Heatheridge Lakes
Condominium .Association Board of Directors to facilitate the
transfer of the Heatheridge Lake to the Purchaser for integration
into the Red Fox Meadows Natural Area.
The Seller shall construct a twenty foot (201) wide
connection on the boundary line between the Heatheridge
Condominium :north parking lot and the Bridgefield P.U.D. property
owned and :being developed by the Seller. Such connection shall
include a locked gate or chain that meets the Poudre Valley Fire
Authority's emergency access requirements, in all respects. The
Seller shall pay all costs of constructing such connection
improvements. In addition, the Seller shall provide satisfactory
landscaping for the areas adjacent to the emergency access way.
Such landscaping is described in Paragraph 25, above, and shall be
placed between the Heatheridge Association's north parking lot and
the land known as the Red Fox Natural Area. Subject to the
general requirements of Paragraph 25, such landscaping shall be
designed with the approval of the City of Fort Collins Forester
and shall also be subject to review and advice from the Board of
Directors of Heatheridge Lakes Condominiums. Such landscaping
shall be included in the Seller's P.U.D. plan for Bridgefield
P.U.D., as off -site landscaping. A map identifying the location
of the connection point described above and the area in which such
landscaping shall be provided is attached hereto as Exhibit "D"
and incorporated herein by this reference. Such connection
improvements and landscaping shall be installed, at the Seller's
sole expense, by not later than May 31, 1997.
27. Binding Effect. This Agreement shall be binding upon
and inure t:o the benefit of the parties hereto and their
respective heirs, administrators, successors and assigns.
28. Brokers. The Seller is represented by The Group, Inc.
The Seller shall be solely responsible for any and all fees or
commissions or other compensation that may be owed to any real
estate professionals because of this transaction. Except for the
real estate professionals listed above, the Seller and the
Purchaser each represent and warrant to the other that neither has
employed, retrained or consulted any broker, agent or other finder
with respect: to the Property, and the Seller and the Purchaser
shall each indemnify and hold the other harmless from and against
all claims, demands, causes or action, debts, liabilities,
judgements and damages, including, without limitation, costs and
attorney's frees incurred in connection with the foregoing, which
may be asserted or recovered against the other on account of any
brokerage fee, commission or other compensation arising in breach
of this representation and warranty.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date and year first above written.
6//L/- 1995
Date
19 J 1 2_- 1995
Date
THE SELLER:
LAGUNITAS COMPANY, a Colorado
Corporatior/ /
n- L*6
Joka-fto J! Prouty, President
THE PURCHASER:
THE CITY OF FORT COLLINS, COLORADO
a Municipal Corporation
BY: rll JJ
1ty Manager
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