PURCHASE CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT is made and entered into this ____ day of _________, 2005, by and between the City of Louisville, a Colorado home rule municipal corporation, hereinafter referred to as “City” or “Purchaser”, and Warembourg Colorado Ranches, LLC, a Colorado limited liability company, hereinafter referred to as “Warembourg” or “Seller”. NOW, THEREFORE, for and in consideration of the promises, covenants, and undertakings hereinafter set forth, and other good and valuable consideration, which is hereby acknowledged and receipted, the Purchaser and Seller agree as follows: PROPERTY AND CONSIDERATION 1. Purchaser hereby agrees to purchase, and Seller agrees to sell, on the terms and conditions set forth in this Contract, the following described real property and interests in real estate, hereinafter collectively referred to as the “Property”, located in the County of Boulder, Colorado, and situated in the NE1/4 of Section 17, T1S, R69W, 6th P.M., to wit: A tract of land containing 2,800 square feet, more or less, and more particularly described in Exhibit A, attached hereto and incorporated herein by this reference, together with all easements and other appurtenances thereto; all oil, gas, and other minerals owned by Seller and appurtenant thereto. No water or water rights are included with this sale of the Property. 2. Purchaser, at its sole expense, shall verify the square footage of the Property with a surveyor and prepare a surveyed drawing thereof. 3. In consideration of conveyance of the Property, the Purchaser, at its sole expense, shall install on Seller’s property east of the Property eight (8) trees and additional landscaping, together with a drip irrigation system. The landscaping installed by Purchaser shall substantially conform to the landscape plan attached hereto as Exhibit B and incorporated herein by this reference. Seller shall own the trees and landscaping, but the Purchaser shall warrant such trees and landscaping against disease, faulty installation or other circumstances for a period of one year from the date of installation. The City shall own and maintain the irrigation system. TITLE AND CLOSING 4. Purchaser, at its sole expense and discretion, may obtain title insurance in a form and amount it determines adequate to insure the Purchaser’s ownership in a fee simple interest in the Property. 5. Purchaser shall have the right to object to the title of the Property at any time prior to closing. Should title not be acceptable to the Purchaser (in its sole discretion), Purchaser may complete the transaction notwithstanding the defects in title or may, upon written notice to Seller, declare this Contract terminated, whereupon all things of value received hereunder shall be immediately returned to Purchaser, and both parties shall be released herefrom.
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6. Title to the Property shall be merchantable in the Seller, and the title commitment and title policy shall contain no exceptions other than taxes and assessment for the year of closing and rights of way, easements, restrictions, and mineral reservations of record, acceptable to Purchaser. 7. Taxes for the year of closing shall be prorated to the date of closing based upon the most recent levy and assessment, and such proration shall be a final settlement. Seller shall execute an affidavit concerning mechanic’s liens and take all other steps necessary to attempt to obtain the deletion of the standard pre-printed exceptions found in the title commitment. 8. The date of closing shall be _______________, 2005, or such earlier date and time as may be set by mutual written agreement of the parties. The place of closing shall be Louisville City Hall located at 749 Main Street, Louisville, CO 80027. 9. Purchaser and Seller shall sign and complete all customary or required documents at or before closing. 10. closing. 11. Any encumbrance required to be paid by Seller shall be paid at or before the time of
At the time of closing Seller shall deliver:
a. A good and sufficient general warranty deed in a form acceptable to Purchaser, properly executed and acknowledged, conveying the Property free and clear of all liens, tenancies and encumbrances except those set forth in Paragraph 6 above; b. All instruments, certificates, affidavits, and other documents necessary to satisfy the requirements listed on Schedule B-1 of the title commitment; c. A written certification that the representations and warranties of Seller pursuant to Paragraph 13 continue to be true and correct as of the date of closing, or if all such representations and warranties are no longer true and correct Seller shall certify in writing, which representations and warranties no longer remain true and correct; and d. Possession of the Property.
CONTINGENCIES FOR RELEASE OF ENCUMBRANCES 12. The Property is currently encumbered by a Right of First Refusal as set forth in instrument recorded August 18, 1999 at Reception No. 1972574, Boulder County Records (the “ROFR”), and a Deed of Conservation Easement in Gross recorded August 18, 1999 at Reception No. 1972584, Boulder County Records (the Conservation Easement”). It is a condition precedent to closing that Purchaser has received at or before closing evidence acceptable to Purchaser that (a) the ROFR has expired or been waived by the holders thereof; and (b) that the Property has been
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unconditionally released from the Conservation Easement. Purchaser shall have the right to extend the closing for up to thirty (30) days to allow additional time for satisfaction of such contingencies. REPRESENTATIONS AND WARRANTIES 13. Seller, Warembourg Colorado Ranches, LLC, a Colorado limited liability company, hereby represents and warrants to the City of Louisville, Colorado, Purchaser, that as of the date of the signing of this Contract: a. Seller has received no actual notice of, and has no other knowledge of, any litigation, claim or proceeding, pending or currently threatened, which in any manner affects the Property; b. Seller has received no actual notice, and has no other knowledge of, any current, existing violations of any federal, state or local law, code, ordinance, rule, regulation, or requirement affecting the Property; c. Seller has the full right, power and authority to transfer and convey the Property to the Purchaser as provided in this Contract and to carry out the Seller’s obligations under this Contract; d. To Seller’s actual knowledge, each and every document, schedule, item and other information delivered or to be delivered by the Seller to the Purchaser hereunder, or made available to the Purchaser for inspection hereunder, shall be true, accurate and correct; e. To Seller’s actual knowledge, Seller has not entered into any agreements with any private persons or entity or with any governmental or quasi-governmental entity with respect to the Property that may result in liability or expenses to Purchaser upon the Purchaser's acquisition of all or any portion of the Property; f. Seller has received no actual notice of any special assessments proposed as to the Property; g. Except for the Conservation Easement, to Seller’s actual knowledge, the execution and delivery of this Contract and the performance of all of the obligations of the Seller thereunder will not result in a breach of or constitute a default under any agreement entered into by the Seller or under any covenant or restriction affecting the Property; h. To Seller’s actual knowledge, Seller has not granted or created, and has no knowledge of any third parties who may have the right to claim or assert, any easement, right-of-way or claim of possession not shown by record, whether by grant, prescription, adverse possession or otherwise, as to any part of the Property except those roadways, irrigation ditches, irrigation laterals, and irrigation structures, if any, which are in place as of the date of execution hereof;
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i. To the best of Seller’s knowledge, no part of the Property has ever been used as a landfill, and no materials, including without limitation, asbestos, PCBs or other hazardous substances have ever been stored or deposited upon the Property which would under any applicable governmental law or regulation require that the Property be treated or materials removed from the Property prior to the use of the Property for any purpose which would be permitted by law but for the existence of said materials on the Property; j. To the best of Seller’s knowledge, Seller has not caused or permitted the release of any hazardous substance on the Property. The term “hazardous substance” and “release” as used in this Contract shall have the same meaning and definition as set forth in Paragraph (14), (22) and (23), respectively, of Title 42 U.S.C. Section 9601; provided, however, that the term “hazardous substance” as used in this Contract shall include “hazardous waste” as defined in Paragraph (5) of 42 U.S.C. Section 6903; k. To the best of Seller’s knowledge, no underground storage tank, as that term is defined by federal statute or Colorado statute, is located on the Property which under applicable governmental law or regulation is required to be upgraded, modified, replaced, closed or removed; l. Seller has received no actual notice from any oil company or related business, of any intention to conduct operations for the drilling of any oil or gas well on the Property, whether such notice is in the form of a “thirty-day notice” under the rules of the Oil and Gas Conservation Commission of the State of Colorado, a notice to commence earthwork for drilling operations, a notice for the location of access roads, or any other notice of any kind related to the conduct of operations for such drilling; m. There are no leases, tenancies or rental agreements relating to the Property or any part thereof which cannot be terminated by Seller on or prior to the date of closing; and n. Seller is not a foreign person and is a resident of the State of Colorado. Therefore, withholding of Federal Income Tax and Colorado Income Tax from the amount realized will not be made by Purchaser. At closing, Seller shall execute and deliver a Certification prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code and an Affirmation prepared in conformance with C.R.S. § 39-22-604-5, if required by the title company. INSPECTION 14. Purchaser shall have the right to inspect the Property at any time prior to closing and to perform or cause to be performed any tests and/or studies deemed necessary by Purchaser which do not materially damage the Property. If Purchaser in its sole discretion, determines at any time prior to closing, that there exists an unsatisfactory physical condition of the Property, Purchaser may complete the transaction notwithstanding the unsatisfactory physical condition or may, upon written notice to Seller declare this Contract terminated, whereupon all things of value received hereunder shall be immediately returned to Purchaser, and both parties shall be released herefrom.
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REAL ESTATE COMMISSION 15. Neither party has engaged the services of any real estate agent or broker, and no commission is owed by either party in this transaction. Seller is advised to seek legal and tax counsel representation for Seller’s own account, and Seller shall be solely responsible for any commission or fees owned to any agent, broker or counsel retained by Seller. PROPERTY TO REMAIN UNENCUMBERED 16. Seller agrees that Seller will not, so long as this Contract is in effect, encumber or burden the Property. NO DEVELOPMENT 17. Seller agrees that during the term of this Contract and through the date of delivery of possession of the Property to Purchaser, Seller shall not develop the Property in any manner. TAX CONSEQUENCES 18. Seller acknowledges that neither the Purchaser, nor any of its agents or attorneys have made any representations as to the tax treatment to be accorded to this Contract or to any consideration hereunder by the Internal Revenue Service under the Internal Revenue Code or by the tax officials of the State of Colorado under Colorado tax law. AGREEMENT TO SURVIVE CLOSING 19. The parties hereto agree that, except for such of the terms, conditions, covenants, and agreements hereof which are, by their very nature fully and completely performed upon the closing of the purchase-sale transactions herein provided for, all of the terms, conditions, representations, warranties, covenants, and agreements herein set forth and contained, shall survive the closing of any purchase-sale transaction herein provided for and shall continue after said closing to be binding upon and inure to the benefit of the parties hereto, their successors and assigns. NOTICE 20. Whenever notice is required to be given hereunder, it shall be in writing and delivered to the party entitled thereto or mailed to the party entitled thereto, by registered or certified mail, return receipt requested. If delivered, said notice shall be effective and complete upon delivery. If mailed, said notice shall be effective and complete upon mailing. Until changed by notice in writing, notice shall be given as follows: To the Purchaser: City Manager City of Louisville 749 Main Street
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Louisville, CO 80027 To the Seller: Warembourg Colorado Ranches, LLC Attn: Ms. Christine Wecker 115 W. Cherry Louisville, CO 80027 MISCELLANEOUS 21. This Contract, and Exhibits A and B to this Contract, constitute the entire understanding between the Seller and the Purchaser with respect to the subject matter, may be amended only in writing by all parties, and are binding upon the agents, personal representatives, heirs, lessees, assigns, and all other successors in interest to the parties. 22. If any provision of this Contract is held to be illegal, invalid, or unenforceable under present or future laws, such provision shall be fully severable. 23. The validity and effect of this Agreement shall be determined in accordance with the laws of the State of Colorado. In the event of any action concerning this Agreement, the parties agree that venue shall be in the Boulder County District Court. IN WITNESS WHEREOF, Seller and Purchaser have executed this Contract on the dates stated in their respective acknowledgements intending that this Contract be effective as of the day and year first above set forth. PURCHASER: CITY OF LOUISVILLE, COLORADO, a Colorado home rule municipal corporation
By:_______________________________ Charles L. Sisk, Mayor ATTEST:
______________________________ Nancy Varra, City Clerk
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SELLER: WAREMBOURG COLORADO RANCHES, LLC, a Colorado limited liability company
By:___________________________________ Christine Wecker, Manager
Acknowledgment
STATE OF COLORADO COUNTY OF BOULDER
) )ss )
The foregoing instrument was acknowledged before me this ____ day of _______________, 2005, by Christine Wecker, as Manager of Warembourg Colorado Ranches, LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires on: ___________________
(SEAL)
___________________________________ Notary Public
8/5/2005 2:32 PM[edl] Y:\Louisville\Agreement\CoalCreekTrailWarembougPurchase (redline).doc
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EXHIBIT A TO PURCHASE CONTRACT TO BUY AND SELL REAL ESTATE LEGAL DESCRIPTION OF PROPERTY
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