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HomeMy WebLinkAbout02/19/20085 WHEAT RIDGE URBAN RENEWAL AUTHORITY AGENDA February 19, 2008 Notice is hereby given of a Public Meetiug to be held before the City of Wheat Ridge Urban Renewat Authority on Tuesday, February 19, 2008, at 6:00 p.m., in the City Council Chambers of the Municipal Building at 7500 West 29t6 Avenue, Wheat Ridge, Colorado. 1. Call the Meeting to Order 2. Roll Call of Members 3. Approval of Minutes - January 29, 2008 4. Public Forum (This is the time for auy person to speak on any su6ject not appearing on the agenda: Public comments may be limited to 3 minutes.) 5. New Business A. Engagement of Bond Counsel B. Revisions to the Karl Purchase Contract and the Lease Pertaining to Environmental Issues r 5. Executive Session to consider the purchase, acquisitiou, lease, trausfer or sale of real, personal or other property pursuaut to C.R.S. Section 24-6-402(4)(a). 6. Adjournment i-- MINUTES WHEAT RIDGE URBAN RENEWAL AUTHORITY January 29, 2008 1. CALL THE MEETING TO ORDER The meeYing of the Wheat Ridge Urban Renewal Authority was called to order by Chair Williams at 6:00 p.m. in the council chambers of the Municipal Building, 7500 West 29rh Avenue, Wheat Ridge, Colorado. 2. ROLL CALL OF MEMBERS Authority Members Present: Rick Adams James Bahrenburg Janet Leo Walt Pettit Tom Radigan Larry Schulz Terrell Williams Also attending: Patrick Goff, Deputy City Manager JeffParker, WRURA Attorney Ann Lazzeri, Secretary 3. APPROVAL OF MINUTES - December 17, 2008 There being no additions or corrections, the minutes of December 17, 2007 were accepted as presented. 4. PUBLIC FORUM Charles Durbin was present and inquired about the status of the Comerstone litigation. Jeff Parker stated that there was nothing new to report at this time. 5. NEW BUSINE55 A. Report on Inspection for Asbestos Containing Material and Lead Based Paint at 7340 West 44`h Avenue Patrick Goff reported that, upon inspection of the property at 7340 West 44`h Avenue, HWS Consulting Group found that there are asbestos containing materials in the building and assumes that PCB and mercury exist in the lamp ballasts and fluorescent tubes. The HWS report also contained recommendations for abatement of the materials prior to demolition of the building. Their estimates for removal of the materials ranged from $180,000 to $265,000. WRURA Minutes - 1- January 29, 2008 Mr. Goff stated that HWS expressed some concern about the Authority purchasing the building while the contaminants are present and suggested that the Authority continue to work with an environmental attorney for advice in this regard. B. Appraisal Report for Properties Located at 7340 and 7540 West 44t" Avenue Patrick Goff reported on the appraisal results. The results showed an appraisal value for the Karl property at 7340 West 44"' Avenue at $1,470,000 and the Vohoska property at 7540 West 44`h Avenue at $1,185,000. Appraisal value as a contiguous site for both properties was $2,885,000. In response to a question from Tom Radigan, Mr. Goff replied that these figures represented assemblage appraisals. Walt Pettit questioned whether the statement "all facilities are available" contained on page three of the appraisal was correct. Terrell Williams pointed out that all facilities are available as combined properties; however, as separate properties, facilities are available for only one. Walt Pettit pointed out an enor that should be corrected on page 24 of the appraisal it says all public utilities are available with the City of Wheat Ridge providing water and sewer. C. Commercial Lease between WRURA and the Stage Stop Antique Mall, LLC Milloie Karl, owner of Stage Stop AnYique Mall located at 7340 West 44"' Avenue, has expressed an interest in leasing back this property once the property is acquired by WRURA. Authority members discussed the first draft of a commercial lease agreement drafred by Jeff Parker. Patrick Goff summarized the changes requested by Mr. Karl after his initial review of the lease. In response to questions from Tom Radigan, Patrick Goff stated that the agreement provides for the tenant to continue to operate in the same manner as an antique mall. There was discussion regarding WRURA's exposure as a landlord of a building with asbestos contamination. Jeff Parker will look into this matter. These questions would also be posed to the environmental attorney. WRURA Minutes - 2- January 29, 2008 Direction was given to Jeff Parker and Patrick Goff to continue negotiating the lease and further investigate the liability and assignability issues for discussion at the February 5"' WRURA meeting. D. Property Acquisition Financing 1" Bank of Wheat Ridge and First Community Bank of Lakewood have both submitted commitment letters for the purpose of providing financing for the acquisition of properties at 7540 West 44`h Avenue and 7340 West 44`h Avenue. Patrick Goff reviewed the proposals offered by these banks. Both banks have indicated a willingness to discuss terms and conditions in greater detail and have offered flexibility with loan terms. Discussion of some issues involved with the proposals will take place in executive session. E. Referral regarding proposed Special Use Permit at 5850 West 38'h Avenue The Community Development Department has received a request for a special use permit at 5850 West 38°i Avenue for a body art establishment. This location is within the 381h Avenue Redevelopment Plan, therefore, WRURA is charged with determining whether or not this use fits in with the Urban Renewal Plan. Walt Pettit disclosed that he lives in the subject neighborhood and is adamantly opposed to a special use being granted for this purpose. He has attended a neighborhood meeting regarding the proposed use. Jeff Parker advised Mr. Pettit to abstain from voting on this matter. Janet Leo commented that this use might not discourage business retention but would definitely discourage new development. Rick Adams eommented that an empty building doesn't encourage business retention. It was moved by Janet Leo and seconded by James Bahrenburg that the Wheat Ridge Urban Renewal Authority rinds the use proposed at 5850 West 38`" Avenue appears to NOT be consistent with the 38`n Avenue Redevelopment Plan. The Authority's concerns are that the requested use may not encourage retention and enhancement of new businesses and does not enhance the area. The motion carried 4 to 2 with Walt Pettit abstaining. WRURA Minutes - 3- January 29, 2008 6. EXECUTNE SESSION It was moved by Larry Schulz and seconded by Walt Pettit that the Wheat Ridge Urban Renewal Authority hold an executive session on January 29, 2008 to consider the purchase, acquisition, lease, transfer or sale of real, personal or other property pursuant to C.R.S. Section 24-6-402(4)(a). The motion passed unanimously. The regular meeting was adjourned to executive session at 7:48 p.m. The executive session convened at 7:50 p.m. and adjourned at 9:06 p.m. The regular meeting was reconvened at 9:06 pm. ADJOURNMENT The regular meeting was adjourned at 9:07 p.m. The next meeting will be held February 5, 2008. Terrell R. Williams, Chair Ann Lazzeri, Recording Secretary WRURA Minutes - 4- January 29, 2008 Wheat Ridge Urban Renewal Authoriiy 7500 W. 29th Avenue Wheat Ridge, Colorado 80033 3032352846 303-235-2857 (Faz) TO: Urban Renewal Authority Boazd Members FROM: Patrick Goff, Executive Director J RE: Engagement of Bond Counsel DATE: February 14, 2008 WRURA has engaged the services of Sherman & Howard L.L.C. to act as bond counsel to the Authority. Their primazy responsibility will be to render an objective legal opinion with respect to the tax status of financing obtained by the Authority for the acquisition of property located at the southeast corner of 44t' and Wadsworth Blvd. Sherman & Howard has estimaYed their fee to be between $15,000 and $18,000 which is contingent on the loan being funded. Sally Tasker will be principally responsible for the work to be performed under this engagement which is estimated to take four to six weeks to complete. Initial discussions with Ms. Tasker have indicated that this type of debt would be bank qualified and double tax exempt. If this opinion is reached, the Authority will be able to obtain financing with an interest rate below 5 percent. Attachrrtents: 1. Sherman & Howazd Engagement Letter, dated February 6, 2008 Sherman & Howard L.L.C. Sarah P. Tasker Direct Dial Number. (303) 299-8430 E-mail: stasker@sah.com Wheat Ridge Urban Renewal Authority 7500 W. 291h Avenue Wheat Ridge, CO 80033 Attention: Mr. Patrick Goff ATTORNbYS & COUNSELOIIS AT !AW 633 SEVEM'EEN'171 S'IRF.ET, SUITE 3000 DENVER, CALOftADO 80202 TeLEPHONE:;o3 297-2900 FnX:3o3 298o940 OFFICFS IN: COLORADO SPR4YGS RQJO • L15 VEGAS • PHOINIX February 6, 2008 Re: Wheat Ridge Urban Renewal Authority, 2008 Project Loan Dear Mr. Goff: We are pleased to confirm our engagement as bond counsel to the Wheat Ridge Urban Renewal Authority (the "Authority"). We appreciate your confidence in us and will do our best to continue to merit it. This letter sets forth the role we propose to serve and the responsibilities we propose to assume as bond counsel to the Authority in connection with the proposed loan to the Authority (the "Loan") to finance an urban renewal project, which Loan will be evidenced by the execution and delivery of a promissory note (the "Note") by the Authority. Personnel Sazah P. Tasker (Sally) will be principally responsible for the work performed by Sherman & Howard L.L.C. on your behalf, and she will report to and take direction from Mr. Gof£ Where appropriate, certain tasks may be performed by other attorneys or paralegals. At all times, however, Sally Tasker will coordinate, review, and approve all work completed in connection with the Loan and the Note. Scope of Employment Bond counsel is engaged as a recognized expert whose primary responsibility is to render an objective legal opinion with respect to the authorization and issuance of various municipal obligations. As your bond counsel, we will: examine applicable law; consult with the parties to the transaction prior to the execution of the Note; prepare customary authorizing and _ operative documents and closing certificates; review a certified transcripY of proceedings; and undertake such additional duties as we deem necessary to render the opinion. Subject to the ATTACHMENT 1 Sherman & Howard L.L.C. Wheat Ridge Urban Renewal Authority February 6, 2008 Page 2 completion of proceedings to our satisfaction, we will render our opinion relating to the validity of the Note, the enforceability of the security for the Note, and the exclusion of the interest paid on the Note (subject to certain limitations which may be expressed in the opinion) from gross income for federal income tax purposes and for Colorado income tax purposes. Our opinion will be addressed to the Authority and will be executed and delivered by us in written form on the date the Note is executed and delivered (the "Closing"). The opinion will be based on facts and law existing as of the Closing. It is our undersYanding that a bank will be making the Loan to the AuthoriYy, and that the bank has not yet been selected. No official statement or other disclosure document will be prepared in connection with the Loan. Accordingly, we aze not assuming or undertaking responsibility for assisting in the preparation of any such official statement or other offering document to be used in connection with the approval oF the L or the execution and delivery of the Note, nor are we responsible for advising the Authority on disclosure issues or performing any investigation to determine the accuracy, completeness, or sufficiency of statements made in connection with such approval. Our services as bond counsel aze limited to those contracted for explicitly herein; the Authority's execution of this letter constitutes an acknowledgment of those limitations. Specifically, but without implied limitation, our responsibilities do not include any representation by Sherman & Howard L.L.C. in connection with any IRS audit or any titigation involving the Authority, the Loan or the Note, or any other matter. Neither do we assume responsibility for the preparation of any collateral documents (e.g., environmental impact statements) which are to be filed with any state, federal or other regulatory agency. Nor do our services include financial advice or advice on the investment of funds. If such services are requested of us, we suggest that we discuss the nature and extent of those services at the time of the request. Attorney-Client Relationship In perforrning our services in connection with the Loan and the execution and delivery of the Note, the Authority will be our client. We will represent the interests of the Authority rather than the Boazd of Commissioners of the Authority, the individual Commissioners, or the employees of the Authority. We assume that other parties to the transaction will retain such counsel as they deem necessary and appropriate to represent their interests in this transaction. Conflicts of Interest Before accepting any new business, the Colorado Rules of Professional Conduct (the "Rules") require us to evaluate whether there are any ethical constraints to representing you Sherman & Howard L.L.C. Wheat Ridge Urban Renewal Authority February 6, 2008 Page 3 in this new matter. As you are awaze, our Public Finance Department practices in all areas of public finance in Colorado and other states, and in such practice simultaneously represents many political subdivisions, investment bankers/underwriters, trustees, financial institutions, and other companies and individuals. In addition, our firm's other departments also represeni various persons or institutions which may have or will have dealings with the Authority, and which may be adverse to the Authority. We have completed a conflicts check within our firm and have concluded, pursuant to the Rules, that we may undertake this representation. Fee Arrangement Based upon: (i) our current understanding of the terms, structure, size and schedule of the financing, (ii) the duties we will undertake pursuant to this letter, (iii) the time we anticipate devoting to the financing, and (iv) the responsibilities we will assume, we estimate that our fee as bond counsel will be $15,000 -$18,000. Such fee may vary if material changes in the structure of the financing occur, or if unusual or unforeseen circumstances arise which require a significant increase in our time or our responsibilities. If, at any time, we believe that circumstances require an adjustment of our original fee estimate, we will consult with you and prepare an amendment to this engagement IeYter. In addition, this letter authorizes Us to make disbursements on your behalf, which we estimate will not exceed $1,000. The Authority agrees to reimburse us for such disbursements, including travel costs, photocopying, deliveries, filing fees, preparation of closing transcripts, and other similar expenses. We understand and agree that our fees and expenses aze contingent and will be paid at Closing out of proceeds of the Loan. If the Loan is not funded, we understand and agree that we will not be paid. Public Contract for Services - Compliance with § 8-17.5-101 C.R.S. In connection with our engagement with the Authority as bond counsel, Sherman & Howard L.L.C. qualifies as a"contractor" pursuant to § 8-17.5-101(2), C.R.S. and we hereby certify that, as of the date hereof: (i) we do not lrnowingly employ or contract with an illegal alien, and (ii) we have participated in the Basic Pilot Program (as defined in § 8-17.5-101(1), C.R.S.) in order to conficm the employment eligibility of all employees who are newly hired for employment in the United States. In compliance with Section § 8-17.5-102(2), C.R.S., the provisions set forth in Exhibit A to this engagement letter aze incorporated herein and made a part hereof. Sherman & Howard L.L.C. Wheat Ridge Urban Renewal Authority February 6, 2008 Page 4 Document Retention At or within a reasonable period after Closing, we will review the file to determine what materials should be retained as a record of our representation and those which are no longer needed. We will provide you with a copy of the customary transcript of documents after Closing and will retum any original documents obtained from you (if a copy is not included in the transcript). We will retain for several years a copy of the transcript and such other materials as correspondence, final substantive work product, documents obtained from you, and documents obtained from third parties. We will not retain such materials as duplicates of the above-described material, or drafrs and notes that do not appear needed any longer. Ordinarily the firm will keep the retained materials until seven years after the final maturity of the Note. At the end of that time, unless you advise us in writing to the contrary, we will destroy the bulk of the file. If the file is especially voluminous, we may destroy ail or portions of it earlier, as our storage facilities are limited. If you prefer other arrangements for retention or disposition of our files in this matter, please advise us in writing. Termination of Engagement Upon delivery of our opinion as bond counsel at Closing, our responsibilities as bond counsel will terminate with respect to this financing, and our representation of the Authority and the attorney-client relationship created by this engagement letter wiil be concluded. Should the Authority seek the advice of bond counsel on a post-closing matter or seek other, additional legal services, we would be happy to discuss the nature and extent of our separate engagement at that time. Approval If the foregoing terms of this engagement are acceptable to you, please so indicate by returning the enclosed duplicate original of this letter signed by the individual so authorized, retaining the other original for your files. We appreciate this opportunity to serve as your bond counsel and look forward to a mutually satisfactory and beneficial relationship. SHERMAN & HOWARD L.L.C. By: ~ 1 • Sherman & Howard L.L.C. Wheat Ridge Urban Renewal Authority February 6, 2008 Page 5 Accepted and Approved: WHEAT RIDGE URBAN RENEWAL AUTHORITY By: 7°Z~Q ^ Title: bWtVI h~^' - Date: 13 /D9, Sherman & Howard L.L.C. EXHIBIT A A. Sherman & Howard L.L.C. shail not: 1. knowingly employ or contract with an illegal alien to perform work described in this engagement letter under Scope of Employment (the "Legal Services") or II. enter into a contract with a subcontractor that fails to certify to Sherman & Howard L.L.C. that the subcontractor shall not knowingly employ or contract with an illegal alien to perform the Legal Services. B. Sherman & Howard L.L.C.: has confirmed or attempted to confirm the employment eligibility of all employees who are newly hired for employment in the United States through participation in the Basic Pilot Program; II. shall not use Basic Pilot Program procedures to undertake pre- employment screening of job appiicants while performing Legal Services; III. shall be required (only if Sherman & Howard L.L.C. obtains actual knowledge that a subcontractor performing Legal Services knowingly employs or contracts with an illegal alien): (a) to notify the subcontractor and the District within three days that Sherman & Howard L.L.C. has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and (b) terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to subpazagraph (a) of this subparagraph (III) the subcontractor does not stop employing or contracting with the illegal alien; except that Sherman & Howard L.L.C. shall not terminate the contract with the subcontractor if during such tluee days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an iltegal alien; and N. shall comply with any reasonable request by the Department of Labor and Employment made in the course of an investigation that such department is undertaking pursuantto § 8-17.5-102(5) C.R.S. 775533.1 Wheat Ridge Urban Renewal Authority 7500 W. 29th Avenue Wheat Ridge, Colorado 80033 303-235-2846 303-235-2857 (Fax) TO: Urban Renewal Authority Boazd Me bers FROM: Patrick Goff, Executive Director RE: Revisions to the Kazl Purchase Contract and the Lease Pertaining to Environmental Issues DATE: February 14, 2008 The services of Norman Higley PC were obtained for the purposes of reviewing the Kazl Purchase Contract and Commercial Lease to provide recommendations to the Authority to limit its liability with respects to the environmental contaminants found in the Antique Mall. Attached are revised revisions of the Karl Purchase Contract and Commercial Lease which include recommended changes in green, underlined type. These revisions have been shazed with Mr. Kazl and to date I have not received any comments in return from Mr. Kazl. Mr. Higley recommends in Section 4.2 of the Commercial Lease that the Authority provide an Asbestos Operation and Maintenance Plan to Mr. Kazl of which the Tenant(s) of the Antique Mall must comply. Attached is a quote from HWS Consulting Group in the amount of $4,795 to drafr such a plan. In addition to the recommended changes to the attached documents, Mr. Higley has also provided other recommendations which have been delivered to the Authority under sepazate cover mazked as "Privileged & Confidential Attorney - Client Communication." These items can be discussed during the executive session scheduled for February 19'h. Attachments: 1. Revised Commercial Lease Agreement 2. Revised Contract to Buy and Sell Real Estate ' 3. HWS Consulting Group Quote Commercial Lease This lease is made between the Wheat Ridge Urban Renewal Authority ("WRURA"), 7500 W 29th Ave., Wheat Ridge, Colorado 80033-8001 and the Stage Stop Mtique Mall, LLC, 7340 West 44`h Averme, Wheat Ridge, Colorado 80033, herein called Tenant. Tenant hereby offers to lease from WRURA the premises situated in the City of Wheat Ridge, County of Jefferson, State of Colorado, described as follows: THE W 1/2 OF THE NE'/a NW '/a SE OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., EXCEPT THE NORTH 30 FEET IN USE AS WEST 44TH AVENUE, EXCEPT THE EAST 25 FEET IN USE AS UPHAM STREET, AND EXCEPT THE EAST 125 FEET OF THE NORTH 130 FEET THEREOF, AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF WHEAT RIDGE IN DEED RECORDED JUNE 30, 1987 UNDER RECEPTION NO. 87085220, COUNTY OF JEFFERSON, STATE OF COLORADO. with Parcel ID No. 39-234-00-096 and with a street address of 7340 West 40 Avenue, Wheat Ridge, Jefferson County, Colorado, and Parcel ID 39-234-00-009, with a street address of 7340 West 44" Avenue, Wheat Ridge, Jefferson County, Colorado, (the "Premises") upon the following TERMS and CONDITIONS: 1. Term and Rent. WRURA demises the above Premises for a term of four years commencing on the date WRURA purchases the Premises from Milloie E. Kazl (the "Commencement Date"), which is currently anticipated to be April 17, 2008, and tertninating on the four year anniversary date of the Commencement Date, which is currently anticipated to be April 17, 2012, or sooner as provided herein, at the annual rental rate of Sixry Thousand Dollars ($60,000.00). Payments shall be made for the first month on a prorated basis based on the Commencement Date. Thereafter, installment payments shall be payable in advance on the first day of each month for that month's rental (10 day grace period), during the term of this lease, and the last monWs rent shall also be prorated based upon the Commencement Date. Provided fiuther, however, as consideration for the term and rent provided herein, Tenant shall upon execution of this Agreement pay an amount equal to the first month's rent, which shall, so long as Tenant is not in default of the Lease, constitute payment for the aforesaid first month's rent. At the Commencement Date Tenant shall pay the prorated sum for the first month, and on the first day of the last month Tenant shall pay the prorated sum for the last month. All rental payments shall be made to WRURA, at the address specified above. This lease may be renewed upon mutual written agreement of the parties. WRURA may terminate this lease upon sixty (90) days prior written notice to Tenant if in WRURA's sole judgment it is necessary to facilitate the redevelopment of Premises, which Tenant acknowledges 2/14/7008 ATTACHMENT 1 is the reason WRURA is currently acquiring the Premises. Either party may terminate this Lease for any reason upon providing the other party one hundred twenty (120) days written notice. 2. Use. Tenant shall use and occupy the Premises for an antique mall in substantialiy the same manner as Tenant is curtenUy using the Premises. The Premises shall be used for no other purpose. Tenant shall not use the Premises for the purposes of storing, disoosine, manufacturing or selling any explosives, flammables, hazardous materials, or other inherently dangerous substance, chemical, thing, or device. Tenant aerees not to use or oermit the Leased Premises to be used for anv nuroose orohibited bv federal state or local law, or anv puroose not authorized hereunder. For ur oses of this Lease "hazardous materials" shall mean and include anv flammable•- ~matted:soace eerore: o ok . . . . . . _a .......,e ...I\ nnv f rt~nn iherenf ARer: 0 P4 TabS: 3.25, Centered limitation asbestos formaldehvde comoounds PCBs radon and anv other substances defined as or included in the definition of toxic or hazardous substances wastes or matenals under anv federal or aoolicable state or bcal laws ordinances or repula[ions dealine wi[h or otherwise pertainine to toxic or hazardous substances, wastes, or materials, 3. Care and Maintenance of Premises. Tenant acknowledges that the Premises are in good order and repair, unless otherwise indicated herein. Tenant shall, at his own expense and at all times, maintain the Premises in good and safe conditioq including plate glass, electrical wiring, plumbing and heating installations and any other system or equipment upon [he premises and shall suaender the same, at tertnination hereof, in as good condition as received, normal wear and tear excepted. Tenant shall be responsible for all repairs required, including the roof, exterior walis, and structural foundations. Tenant shall also maintain in good condition such portions adjacent to the Premises, such as sidewalks, driveways, lawns and shrubbery. WRURA shall have no maintenance obligations whauoever for any portion of [he Premises. 4. Tenant Improvements and Alterations. 4.1 The Premises shail be delivered in "as is" condition. Tenant assumes full responsibility for reviewing the Premises and accepting its condition. 4.2 Tenant acknowledees that WRURA has disclosed to Tenant that there are oelema: me DNEOOd: andatmchadAere[oasExlnbit WrmaKetl: Hiohliqh[ 24uaooa liabilities demands riehts damaees costs attomeys' tees exoenses. comoensauun, reimbursement and controversies of everv kind and description relatin¢ in anv wav to the known or susoected oresence or release of ACM at on or in the Premises. 4,3 _ _Tenant shall not,_without frst obtainingthe_written wnsent of WRURA,_make_------- al":z any alterations, addrtions, or improvements, in, to or about the Premises. 4,4 Tenant shall not suffer nor permit any mechanids liens orpublic works claims to ~e~ad: 3 - - - - be filed against the Fremises by reason of work, labor, service or materials supplied or claimed to have been supplied to Tenant as a result of an agreement with, or the assent of Tenant. Nothing in this Lease shall be construed as constimting the consent or request of WRURA, expressed or implied, by inference or othenvise, to any contractoy subwntractor, laborer or materialman for the performance of any labor or the fumishing of any materials for any speci£c improvement, alteration, or repair of or to the Premises or any part thereof. Nothing in this Lease shall be conskved as giving Tenant any right, power or authority to contract for or permit the rendering of any services or the furnishing of any materials that would give rise ro the filing of any mechanic's liens or public works claims against WRURA's interest in the Premises. If any such mechanids lien or public works claims shall at any time be filed against the Premises, Tenant shall cause the same to be dischazged of record within thirty (30) days after the date Tenant has knowledge of such fiiing. If Tenant shall fail to dischazge such mechanic's lien or public works claims within such period, then, in addition to any other right or remedy of WRURA, WRURA may, but shall not be obligated to, discharge the same either by paying the amount claimed to be due or by procuring the dischazge of such lien and recover [he related costs from Tenant. However, Tenant shall not be required to pay or discharge any such mechanic's lien or public works claims so long as Tenant shall in good faith proceed to contest the same by appropriate proceedings; provided, however, Tenant shall give notice in writing to WRURA of its intention to contest the validity of such lien and/or claim. 5. Ordinances and Statutes. Tenant shall comply with all statutes, ordinances and requirements of all municipal, state and federal authorities now in force, or which may hereafter be in force, pertaining to the Premises, occasioned by or affec[ing the use thereof by Tenant. 6. Assignment aod Sub►etting. Tenant shall not assign this lease or sublet any portion of the Premises without prior written consent of WRURA, which may be withheld in WRURA's sole discretion. Any such assignment or subletting without consent shall be void and, at the option of WRURA, shall terminate this lease. 7. Ufilities. Tenant shall pay for sewer, water, gas, electricity, and trash removaL Tenant shall be responsible in its own name for telephone services, including equipment and repairs. Tenant shall also be responsible for cable/data/intemeUsatellite service, equipment and repairs if such services aze determined to be necessary by Tenant. 8. Entry and Inspec8oa Tenant shall permit WRURA or WRURA's agents to enter upon the Premises at reasonable times and upon reasonable notice, for the purpose of inspecting the same, and will permit WRURA, 90 days after closing, to place upon the Premises any usaal "To Let," "For Lease" or "For Sale" signs or any signs related to the redevelopment of the Premises in the sole discretion of WRURA, and permit persons desiring to Iease, purchase, or redevelop the Premises to inspect the Premises thereafter. viorzooa WRURA retains the full riaht of entrv in and to the Leased Premises for the puroose of investi atine and remediatine anv environmental conditions existine at the Leased Premises Exceo[ in the case of emereencv. WRURA aerees to exercise ¢ood faith in notifvina Tenant within areasonable [ime in advance of all entries into the Leased Premises WRURA's rih~f entry includes access for WRURA 's contractors emolovees and/or agents and third parties acting with oermission of WRURA, provided that anv such access shall not unreasonably interfere with TenanPs business or operations at the Leased Premises. 9. Possession. If WRURA is unable to deliver possession of the Premises at the commencement hereof, WRURA shall not be liable for any damage caused thereby, nor shall this lease be void or voidable, but Tenant shal) not be liable for any rent until possession is delivered. 10. Disclaimer. Tenant agrees that WRURA shall not be liable for any damage, either [o person or persons or property sustained by Tenant or WRURA or by any other pereon or persons due to the use of the Premises, due to the happening of any accident, or due to any act or neglect of Tenant, or any occupant of the Premises, or the use or misuse of any instrumentality or agency in or connected with the Premises, or occasioned by any nuisance made or suffered thereon. Tenant agrees ro save WRURA harmless thereon and therefrom, and to indemnify WRURA on account thereof. 11. Insurance. 11.1 Tenant (for itself and on behalf of anyone claiming through or under it by way of subrogation or otherwise) hereby waives any rights it may have against WRURA, WRURA's servants, agents and employees, on account of any loss or damage occasioned to Tenant, as the case may be, its respective property, the Premises or its conten[s, the common areas, pazking bts and sidewalks located adjacent ro the Premises or to the other improvements of the Premises arising from any risk and to the extent covered by fire and extended coverage insurance, provided that such waiver does not imalida[e such poticies or prohibit recovery thereunder. 11.1 Tenant further covenants and agrees that from the date hereof Tenant will procure and maintain throughout the term, at its sole cost and expense, the following types of insurance in the amounts specified and in the form hereinafter provided: 11.11 Comprehensive broad form generel public liability insurance in common use for commercial structures with extended coverage endorsement protecting WRURA and Tenant against any liability whatsoever and covering the Premises, common areas, and parking bts and sidewalks located adjacent to the Premises and Tenant's use thereof against claims for personal injury, death and property damage occurring upon, in or about the Premises, such insurance to afford protection to the Iimit ot not less than hvo million dollars ($1,000,000) combined single limit. The insurance coverage required under this Section 112.1 shall, in addition, extend to any liability of Tenant azising out of the indemnities provided for in this lease. 7/14i70Q4 111.2 Workers' compensation insurance covering all persons employed for such work as required by law. 11.13 Fire and extended coverage insurance covering the Premises for injury or damage by the elements, or through any other cause, and all alterations, extensions, and improvements thereto and on the Premises and replacemenu thereof, including all appurtenances, whether on the Premises or extending beyond the boundaries thereof, against loss or damage by fire and the risks contemplated within the extended and malicious mischief (as such endorsements may wstomarily be written in Colorado from time to time), in an amount not less than the wst of the Premises, common areas, and appurtenances, and sufficient ro prevent WRURA or Tenant from becoming a co-insurer of any partial bss and the applicable provisions ofthe policies. 112 All policies or insurance provided for in shall be issued by solvent and responsible insurance companies licensed to do business in the State of Colorado with a general policy holder's rating of not less than "A" and a 5nancial rating of "AAA", as rated in the most curcent available "Bests" Insurance Reports, and qualified to write such policies in the State of Colorado. Each such policy shall be issued in the names of WRURA and Tenant, and their designees. Said policies shall be for the mutual and joint benefit and protection of WRURA and Tenant and such policy of insurance, or a certificate thereof, shall be delivered to each of WRURA and any such other parties in interest prior ro the commencement of the term and thereafter within thirty (30) days prior to the expiration of each policy. As often as any such policy shall expire or terminate, renewal or additional policies shall be procured and maintained by Tenant in like manner and to like extent. All such policies of insurance shall contain provisions that (a) the company writing said policy will give ro WRURA and such other parties in interest at least thirty (30) days notice in writing in advance of any cancellations or lapses, or the effective date of any reduction in the amounts of insurance; and (b) the insurer waives the right of subrogation against WRURA and against WRURA's agents and representa[ives. AII such public liability, property damage and other casualty policies shall be written as primary policies which do not wntribute to and are not in excess of coverage which WRURA may carry. All such public liability and property damage policies shall contain a provision that WRURA and any such other parties in interest, although named as an insured, shall nevertheless be entitled to recover under said policies for any loss occasioned ro it, iu servants, agents and employees by reason of the negligence of Tenant. TenanYs failure to provide and keep in force any of the insurance policies required hereunder shall be regazded as a material default hereunder, entitling WRURA to exercise any or all of the remedies provided in this Lease in the event of Tenant's default. 11.3 The placement of any insurance by Tenant shall not be construed as any waiver or modification of TenanYs rights under the Colorado Governmental Immunity Act. 12. Eminent Domaiu. If the Premises or any part thereof or any estate therein, or any other part of the building materially affecting TenanYs use oF the Premises, shall be taken by eminent domain, this Iease shall terminate on the date when title vests pursuant to such taking. The rent, and any additional rent, shall be apportioned as of the termination date, and any rent paid for any viaaoas period beyond that date shall be repaid to Tenant. Tenant shall not be entitled to any part of the award for such taking or any payment in lieu thereof, but Tenant may file a claim for any taking of fixtures and improvements owned by Tenant, and for moving expenses. 13. Destruction of Premises. In the event of a partial or total destruction of the Premises during the term hereof, from any cause, this lease shall terminate at the option of either party. Otherwise, this lease shall remain in full force and effect. 14. Guaranty of Lease. The undersigned personal guaranror does hereby personally guarantee [o WRURA and to iu successors or assigns the prompt payment of all amounts due from Tenant to WRURA under this Lease and the full performance and observance of all covenants, conditions, and agreements herein provided to be performed and observed by Tenant. [f any payments which shall become due from Tenant to WRURA under the Lease are not paid by Tenant in accordance with the terms of this Lease, the undersigned as personal guarantor will make any payments required hereunder upon five (5) days prior written notice to the undersigned as personal guarantor. 15. WRURA's Remedies on Default If Tenant defaulks in the payment of rent, or any additional rent, or defaults in the perfortnance of any of the other covenants or conditions hereof, WRURA may give Tenant notice of such default and if Tenant dces not cure any such default within thirty (30) days, after the giving of such notice (or if such other default is of such nature that it cannot be completely wred within such period, if Tenant does not commence such wring within such thirty (30) days and thereafter proceed with reasonable diligence and in good faith to cure such default), then WRURA may terminate this lease on not less than fifteen (15) days' notice to Tenant. On the date specified in such notice the term of this lease shall [erminate, and Tenant shall [hen quit and surrender the Premises to WRURA, without extinguishing TenanPs liability. If this lease shall have been so terminated by WRURA, WRURA may at any time thereafter resume possession of the Premises by any lawful means and remove Tenant or other ocwpants and their effects. No failure to enforce any term shall be deemed a waiver. 16. Security Deposit. Tenant shall deposit with WRURA on the signing of this lease the sum of five thousand Dollars ($5,000.00) as securiry for the perfortnance of TenanYs obligations under this lease, including without limitation the surrender of possession of the Premises to WRURA as herein provided. If WRURA applies any part of the deposit to cure any default of Tenant, Tenant shall on demand deposit with WRURA the amount so applied so that WRURA shall have the full deposit on hand at all times during the term of this lease. 17. Taxes. 17.1 Real Propertv Taxes. Tenant shall pay all real property tares and general and ; oeieced: 1 special assessments ("real property taxes") levied and assessed against the Premises...... % 17.2 Tazc Increase. In the event there is any increase during any year of the [erm of this lease in Ciry, Counry or State real estate taxes over and above the amount of such taxes assessed for the tax yeaz during which the term of this lease commences, whether because of increased rate or valuation, Tenant shall pay [o WRURA upon presentation of paid tax bills an amount d//4/d008 equal to one hundred percent (100 of the increase in taues upon the land and building in which the leased Premises aze situated. In the event that such taxes are assessed for a tax year extending beyond the term of the lease, the obligation of Tenant shall be proportionate to [he portion of the lease term included in such year. 18. Rules and Regulations. Tenant agrees that at all times during the term of [his Lease, it shall at its own cost and expense: 18.1 Keep the Premises, common azeas, pazking lots and sidewalks located adjacent to the Premises in good, neat, and clean condition. 18.2 Keep the Premises clean and free from refuse, rubbish, and dirt at all [imes; and store all trash, rubbish, and garbage within the Premises in the areas set aside therefor. 18.3 Obtain and maintain in effect all permiks and Iicenses necessary for the operation of TenanYs business as herein provided. 18.4 Keep the outside area immediately adjoining the Premises reasonably clean and free from snow, ice, dirt, and rubbish, and keep that area free from any obstruction or merchandise. 18.5 All contractors of Tenant shall fulty comply with the Occupational Safety and Health Act of 1970 (Chapter XVII, Title XIX of the United States Code) (OSHA) of applicable state statute adopted pursuant to OSHA. It shall be Tenant's obligation to insure that its contractors fully comply with the provisions and standards as contained in such Act. 19. Attorney's Fees. In case suit should be brought for recovery of the Premises, or for any sum due hereunder, or because of any act which may azise out of the possession of the Premises, WRURA shall be entitled to all costs incurced in connection with such action, incWding a reasonable attorney's fee. 20. Waivec No faiWre of WRURA to enforce any term hereof shali be deemed to be a waiver. 21. Notices. Any notice which either par[y may or is required to give, shall be given by mailing the same, postage prepaid, to Tenan[ at the Premises, or WRURA at the address specified above, or at such other places as may be designated by the parties from time to time. 22. Heirs, Assigns, Successors. This lease is binding upon and inures to the benefit of the heirs, assigns and successors in interest to the parties. 23. Subordination. This lease is and shall be subordinated to ail existing and future liens and encumbrances against the proper[y. 24. Entire Agreement. The foregoing wnstitutes the en[ire agreement between the parties and may be modified only by a writing signed by both parties. U/L7008 Signed this day of , 2008. WHEAT RIDGE URBAN RENEWAL AUTHORITY Bv: Tenell Williams, Chairman Date: December 17, 2007 viuzoos TENANT By: Milloie E. Karl STATE OF COLORADO COUNTY OF day of Stop Antique Mall, LLC. My Commission expires: [SEAL] ) ) ss. ) Subscribed and swom to before me this 2008, by Milloie E. Kazl as of the Stage Notary Public PERSONAL GUARANTOR - MILLOIE E. ICARL STATE OF COLORADO ) ) ss. COUNTY OF ) Subscribed and swom to before me this day of , 2008, by Milloie E. Karl in his individual capacity. My Commission expires: [SEAL] Notary Public 9 via1aoaa CONTRACT TO BUY AND SELL REAL ESTATE December 17, 2007 1. PARTIES AND PROPERT'P. The Wheat Ridge Urban Renewal Authority, a body corporate and politic (Buyer), having accepted the assignment from Wheat Ridge 2020 of a Purchase Option Agreement dated January 3, 2007, between the undersigned seller(s) (Seller) and Wheat Ridge 2020, agrees to buy, and the Seller, having ageed to the assignment of the aforemen[ioned Purchase Option Ageement, agees to sell, on the terms and conditions set forth in this contract, the following described real estate in the County of Jefferson, Cobrado, to wir THE W 1/2 OF THE NE %a NW % SE %a OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., EXCEPT THE NORTH 30 FEET IN USE AS W EST 44TH AVENUE, EXCEPT THE EAST 25 FEET IN USE AS UPHAM STREET, AND EXCEPT TfE EAST 125 FEET OF TfE NORTH 130 FEET THEREOF, AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF WHEAT RIDGE IN DEED RECORDED JUNE 30, 1987 UNDER RECEPTION NO. 87085220, COUNTY OF JEFFERSON, STATE OF COLORADO. with Parcel ID No. 39-234-00-096 and with a street address of 7340 West 44" Avenue, Wheat Ridge, Jefferson County, Colorado, and Pazcel ID 39-234-00-009, with a street address of 9340 West 44" Avenue, Wheat Ridge, Jefferson County, Colorado, together with all interest of Seller in vacated sveets 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 fixtures, TV antennas, water softeners, smoke/fire/burglar alarms, sewriry devices, inside telephone wiring and connecting bbcks/jacks, plants, mirtors, floor coverings, intercom systems, built-in kitchen appliances, sprinkler systems and controls, built-in vacuum systems (including accessories), and gazage door openers including all remote controls; and (b) if on the Property whether attached or not on the date of this contract: stortn windows, stortn doors, window and porch shades, awnings, blinds, screens, wrtain rods, drapery rods, fireplace inserts, fireplace screens, fireplace grates, heating stoves, storage sheds, all keys. The above-described included items (Inclusions) are to be conveyed to Buyer by Seller by bill of sale at ffie closing, free and clear of all tazces, liens and enwmbrances, except as provided in Section 10. 3. PURCHASE PRICE AND TERMS. The purchase price shall be One Million Nine Hundred p~~y; Q,\usEas\wrtuanecarir&s 3.doc 1 ATTACHMENT 2 FiRy Thousand Dollazs ($1,950,000.00), plus closing cosu, to be paid by Buyer at closing in funds which comply with alI applicable Cobrado laws, which include cash, electronic transfer funds, certified check, savings and loan teller's check, and cashier's check (Good Funds). In addition, and subject to the provisions of Section 15 of this Contract, Buyer shall upon execution ofthis Contract place earnest money in the amount of Seventy Five Thousand Dollars ($75,000.00) ("Earnest Money") into an escrow account. At the time of closing the Seventy Five Thousand Dollazs ($75,000.00) in Eamest Money plus Seven Thousand Five Hundred Dollars ($7,500.00) (to reflect the option purchased by the Buyer) shall be credited to the pwchase price. Except as otherwise expressly provided, the Eamest Money shall be refunded to Buyer ifthe conditions ofthis conhact aze not satisfied. 4. ASSIGNABLE. This contract shall be assignable by Buyer without Seller's prior 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. 5. EVIDENCE OF TTCLE. Seller shall fumish to Buyer, at Seller's expense, either a current commitment for owner's title insurance policy in an amount equal to the purchase price or at Seller's choice, an abstract of title certified to a current date, on or before Februarv 1. 2008 (TiNe Deadline). If a title insurance commitment is fumished, Buyer may require of Seller that copies of instruments (or abstracts 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 [he office of the clerk and recorder of the designated county or counties. The title insurance commitment, together with any copies or abstrac[s of instruments fumished pursuant to this Section 5, constitute the title documents (Title Documents). Buyer, or Buyer's designee, must request Seller, in writing to fumish copies or abstracts of instruments listed in the schedule of exceptions no later than February 11, 2008. If Seller fumishes a title insurance commitment, Seller will pay the premium at closing and have the title insurance policy delivered to Buyer as soon as practicable after closing. 6. TITLE. (a) Title Review. Buyer shall have the right to inspect the Title Documents or abstract. Written notice by Buyer of unmerchantabiliry of title or of any other unsatisfactory tiUe condition shown by the Title Documents or abstract shall be signed by or on behalf of Buyer and given to SeI ler on or before March 3. 2008, or within five (5) calendaz days after receipt by Buyer of any TiNe Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Dowment adding new Exception(s) to title. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepu 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 5, true copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer alI 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 , oaeeea: Q:wseWwxunnT~Ie&s s.aoo 2 public records (such as an unrecorded 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 March 3. 2008. If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, ofthird parties of which Buyer has actual knowledge. (c) Right to Cure. If Seller receives notice of unmerchantabiliry of title or any other unsatisfactory title condition(s) as provided in subsec[ion (a) or (b) above, Seller shall use reasonable effort ro correct said unsatisfactory title wndition(s) prior to the date of closing. If Seller fails to wrrect 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). Z INSPECTION. Seller agrees to provide Buyer on or before February L 2008, with a Seller's Property Disclosure form completed by Seller to the best of Seller's current actual knowledge. Buyer or any designee shall have the right to have inspection(s) of the physical condition of the Property and Inclusions, at Buyer's expense. If written notice of any unsatisfactory wnditioq including but no[ limited to any emironmental conditions, signed by or on behalf of Buyer, is not received by Seller on or before Mazch 3. 2005 (Objection Deadline), the physical condition of the Property and Inclusions shall be deemed to be satisfactory to Buyer. If such notice is received by Seller as set forth above, and if Buyer and Seller have not agreed, in writing, to a settlement thereof on or before March 21, 2008 (Resolution Deadline), this contract shall terminate three calendar days following the Resolution Deadline; unless, within the three calendaz days, Seller receives written notice from Buyer waiving objection to any unsatisfactory condition. Buyer is responsible for and shall pay for any damage which occurs to the Property and Inclusions as a result of such inspection. 8. DATE OF CLOSING. The date of closing shall be Aoril 17. 2008, or by mutual agreement at an eazlier date. The hour and place of closing shall be as designated by Buyer. The date of closing may be extended by mutual agreement ofthe parties if Seller is unable to transfer merchantable title free and cleaz of all liens and encumbrances to Buyer at cbsing, provided that Buyer has been working with all due diligence to resolve the outstanding title issues. 9. TRANSFER OF TITLE. Subject to tender or payment at cbsing as required herein and compliance by Buyer with the other tertns and provisions hereof, Selter shali execute and deliver a good and sufficient warranry deed to Buyer, on closing, conveying the Property free and ciear of all taxes except the general taces for the year of closing, and except matters shown by public records satisfactory to Buyec 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 6(a); (iii) those righ[s, if any, ofthird parties in the Property not shown by the public records in acwrdance with Subsection 6(b); (iv) inclusion of the Property within any special tasing district; and (v) subject to building and zoning regulations. 10. 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. , Deletetl: Q:\USERS\WRURAVCviPRS 3.doc 1 l. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pag in Good Funds, their respective closing cosu and all other items required to be paid at closing, except as othenvise provided herein. Fees for real estate cbsing services provided by the tiNe company shall be paid by Buyec Buyer and Seller shal I sign and complete al I customary or required documents at or before closing. 12. PRORATIONS. General taxes for the year of closing, based on the taxes for the calendar year immediately preceding closing, rents, water and sewer chazges, homeowner's association dues, and interest on continuing loan(s), if any, shall be prorated [o da[e of cbsing. 13. POSSESSION. Possession ofthe Property shall be delivered to Buyer at cbsing. 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 $500 per day from the date of agreed possession until possession is delivered. 14. CONDITION OF AND DAMAGE TO PROPERT'P. Except as otherwise provided in this contract, the Property and Inclusions shall be delivered in the condition existing as ofthe date ofthis contract, ordinary wear and tear excepted. In the event the Property shall be damaged by fire or other casualty prior to time of closing, in an amount of not more than ten percent (10%) of the rotal purchase price, Seller shall be obligated to repair the same before the date of closing. In the event such damage is not repaired within saidYime or if the damages exceed such sum, this contract may be termina[ed at the option of Buyer. Should Buyer elect to carry out this con[ract despi[e such damage, Buyer shall be entitled to credit for all the insurance proceeds resulting from such damage to the Property and Inclusions, not exceeding, however, the total purchase price. Should any Inclusion(s) or service(s) fail or be damaged between the date of this contract and the date of closing or [he date of possession, whichever shall be earliey [hen Seller shall be liable for the repair or replacement of such Inclusion(s) or service(s) with a unit of similaz size, age and quality, or an equivalent credit, less any insurance proceeds received by Buyer covering such repair or replacement. 15. TIME OE ESSENCE/REMEDIES. Time is of the essence hereoE If any note or check received as eames[ 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) EF BUYER IS IN DEFAULT (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, or Seller may elec[ [o trea[ this contract as being in full force and effect and Seller shall have the right to speci£c performance. Seller waives all rights to recover damages against Buyer, except the retention of the Earnest Money in the event of default by Buyer. (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. uaieeea: QAuseas\weoanvca1ess s.am 4 (c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or litigation azising out of this wntract, the azbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attomey fees. 16. ADDITIONAL PROVISIONS: Are attached as Exhibit A and inwrporated by this reference. (The language of these additional provisions has not been approved by the Colorado Real Estate Commission.) 17. RECOMMENDATION OF LEGAL COiJNSEL. By signing this document, Buyer and Sel ler acknowledge that the Selling Company or the Listing Company has advised that this document has important legal consequences and has recommended the examination of title and consultation with legal and tax or other counsel before signing this contract. 18. TERMINATION. In the event this contract is terminated, ali payments and things of value received hereunder shall be remrned and the parties shall be relieved of all obligations. . Deleted:Q:\USERS\WRURA\ICVIP&S 3.d. WHEAT RIDGE URBAN RENEWAL AUTHORITY - BUYER Rv Terrell Williams, Chairman Date: December 17, 2007 Buyer's Address: Wheat Ridge Urban Renewal Authority 7500 W 29[h Ave Wheat Ridge, CO 80033-8001 MILLOIE E. KARL - SELLER By: Milloie E. Karl Date: Seller's Address: , Deleted: Q:\USERS\WRURAVCerIPRS 3.doc EXHIBIT A To that certain Contract to Buy and Sell Real Estate dated December 17. 2007, by and between Milloie E. Karl, as Seller, and [he Wheat Ridge Urban Renewal Authority, as Buyer, regazding the acquisition of any and all interest in the land described herein. To the extent these Additional Provisions conflict with, modify, or supplement other portions of the Conuact, the provisions contained in these Additional Provisions shall govem and control the rights and obligations of the parties. ADDITIONAL PROVIS[ONS (continued): 16.A. Broker Commission: Both parties agree that there is no broker commission to be paid. 16.13. Facsimile Signatures: Facsimile signatures are acceptable. 16.C. Counterparts: This Contract may be exewted in any number of counterparts, each oFwhich shall be considered aci original for all purposes, and all of which when taken together shall constitute one and the same Contract. I6.13. Notices: Any notices which a par[y desires or is required to give hereunder shall be in writing and shall be deemed given when delivered personally to each party, delivered by facsimile, or deposited in the United States mail, postage prepaid, either registered or certified, retum receipt requested, to the parties at the following addresses: Seller: 149 Badger Iane Bailey, Colorado 80421 Attn: Milloie E. Karl Buyer: Wheat Ridge Urban Renewal Authority Attn: PaVick Goff, Executive Director 7500 W 29th Ave Wheat Ridge, CO 80033-5001 16.E. Next Business Dav: In the event any date described herein for payment or performance of [he provisions hereof falls on a Saturday, Sunday or legal holiday, the time for such payment or performance shall be extended to the next business day. 16.17. Entire Dowment: Seller and Buyer acknowledge thatthere are no statemenu, warranties, or representations between them that are not included in this contract, and this contract shall not be modified or changed in any manner, unless in writing, and executed by all the parties hereto. 16.G. Survival of Contract Provisions: To the extent that the provisions herein set foRh require performance to be completed subsequent to the Closing, such provisions shall survive the closing , oeiead: Q:vscxs~wxuxnuc,~~e~s j 3.doc 7 and be binding upon the parties hereto, and shall not merge into the deed or deeds to be delivered in accordance with this Contract. 16.H. Hazardous Materials: Seller reoresents and warrants all of [he following - 1_ Fomwt[ad: Headirg I,hl, Left, Seller has not used hazardous materials (as defined hereinafter) on, from, or affecting ~ Tabs: Not at -1" + 0.5" + 3.25" the Property in any manner which violates federal, state, or local laws, ordinances, rules, regulations, or policies goveming the use, storage, treatment, Uansportatioq manufacture, refinement, handling, production, or disposal of hazardous materials("environmental laws"), and that, to the best of Seller's knowledge, no person or entity has used hazardous materials on, from, or affecting the Property in any manner which violate an,}(,environmental laws oeieeed: s 2. Seller has no knowledae of anv violations or claims of violations of an v emironmental laws or any matter with the giving of notice or passage of time would constitute a viota[ion of environmental laws. 3. To the best of Seller's knowledpe, no hazardous substances are oresent in on or about the Property nor has there been anv discharee, release or disposal of such substances nor are there anv other environmental conditions affecting the Propertv 4_ Seller has never received any notice of any violations of federal, state, or local laws, ordinances, rules, regulations, or policies goveming the use, storage, treatment, transportation, manufacture, refinement, handling, production, or disposal of hazardous materials, and, to the best of Seller's knowledge, there have been no actions commenced or threatened by any person or entity for noncompliance therewith. For purposes of this Contract, "hazardous materials" shall mean and include any flammable explosives, petroleum substances (including crude oil or waste oil) or any fraction thereof, radioactive materials, hazardous wastes, toxic substances or related materials, induding, without limitation, asbestos, formaldehyde compounds, PCBs, radon, and any other substances defined as or included in the definition oftoxic or hazardous substances, wastes, or materials,under any federal or applicable state or local laws, ordinances, or regulations dealingwith or othenvise pertainingto toxic or hazardous substances, wastes, or materials. 16.1. Surv ev: Seller shall provide to Buyer an existing survey prepared and sealed by a surveyor that is licensed in the State of Cobrado on or before Februarv 1. 2008. The Buyer shall have untif Mazch 3. 2008. to notify Seller of any defects in the survey or boundary line. Seller shall have until March 21. 2008 to correct any defects or boundary line discrepancy. In the event Seller does no[ correct these defects within the time specified, this Conhact may, at the Buyer's sole discretion, be terminated and the eaznest money shall be retumed in full to Buyer. oektad: fedan4 smm. «i«el uw, ardinences, mlea, regWaeons, m policies govemmg tlrc use, abregq bcatlnent Ganfportstlon, menufumrc, refinemrn4 havdling produceaq m dispoeel of hezvdous meRriels Fomuttetl: Heading i,hl, LeR, Tabs: Not at -1" + 0.5" + 3.25" _ - oedetae: 16.J. Insoection: Seller shall allow Buyer and all authorized representatives ofBuyer to enter upon the Property during normal business hours from time ro time prior to closing in order to inspect the Property, to conduct soil tests, well drilling, and other developmental drilling, studies or tesu. If any mechanic's lien is indirectty claimed under, by or through Buyer, Buyer shall cause same to be ~~~Q~usexs~weuxn~c~res s.aa 8 discharged of rewrd (whether by payment and release or by bonding over it pursuant ro statute) within twenry (20) days after it was recorded. 16.K. Financine: Buyer's obligation to purchase the Property shall be conditional upon Buyer's receipt of financing satisfactory to Buyer in Buyer's sole discretion. In the event Buyer does not obtain financing satisFactory to Buyer this Contract may, at the Buyer's sole discretion, be terminated any time prior to closing and the eamest money shall be retumed in full to Buyer. 16.L. Purchase of Vohoska Prooertv. Buyer's obligation to purchase the Property shall be conditional upon Buyer's purchase of a related parcel of property owned by Vemon and Marjorie Vohoska, described as follows: 7540 West 44" Avenue, Wheat Ridge, Jefferson County, Cobrado, Pazcel ID No. 39-234-04-002 with a more detailed description set forth in Exhibit B(the "Vohoska Property"). In the event Buyer does not purchase [he Vohoska Property for any reason before or at the [ime ofclosing forthe Property, Buyer at the Buyer's sole discretion, maytertninate this Contract any time prior to closing and the eamest money shall be returned in full to Buyer. 16.M. Extension of Option. The Purchase Option Agreement entered into by and between the parties on January 3, 2007, is hereby amended to extend the term of the option until the date of closing as set forth in Section 8 of this contract and to any subsequent extensions of the date of closing as agreed to by the parties. 16.N. Title Commitrnent or Abstrad Acknowledgement. Seller expressly acknowledges that the commitment or the abstract oFtitle Seller is obligated to provide under Section 5 ofthe contract shall cover the both pazcels of property listed as Parcel ID Nos. 39-234-00-096 and 39-234-00-009 in the records of the Jefferson County Assessor's Office. 16.0. Seller's Indemnification. Seller agrees to indemnify and hold harmless the Buyer and its - officers, insurers, volunteers, representative, agents, employees, heirs and assigns from and against all claims, Iiability, damages, losses, expenses and demands, including attomey fees, on account of injury, loss, or damage, or of any other bss of any kind whatsoever, which arise out of or are in any manner connected with Seller's representation that Seller is the lawful owner of the Property, including but not limited to the proper[y listed as Parcel ID No. 39-234-00-009 in the rewrds of the Jefferson CounryAssessor'sOffice. Seilerfurtheragreestorelease.reimburse.indemnifyandholdharmless Buyer, and its emolovees, officers, directors, aeents, successors, assigns tenants and Grantees and the lenders ofanv ofthem (collectively referred to hereafter as the'9ndemnitees") from and a a~ all claims, suits, actions, administrative proceedines, orders, damages, costs, assessments, fines venalties, or liabilities, includine reasonable attomey and expert fees and costs, arisinR out of or relatinQ to the presence or alleged oresence, now or in the future, ofhuardous materials at on under or mieratinc onto or from [he Prooer[v This indemnification is not limited ro third partv claims and shall survive closine and delivery of the Deed to Buver. . DeletCd: Q:\USER$\WRURAVCv@RS 3.d. ♦ 10 SELLER: BUYER: Wheat Ridge Urban Renewal Authority By: , Chairman , DBIOhd:Q:\USEAS\WRURAVCuIP&S 3.d. EXHIBIT B DESCRIPTION OF VOHOSKA PROPERTY LOT 3, TIME SQUARE SUBDNISION, EXCEPT THAT PORTION OF LOT 3 LYING SOUTH OF THE NORTHERLY LINE OF LOT l, TIME SQUARE SUBDIVISION AS IF EXTENDED FROM THE EAST LINE OF SAID LOT 1 TO THE WEST LINE OF SAID LOT 1, WHICH LINE BEARS SOUTH 89 DEGREES 55 MINUTES 50 SECONDS WEST AND WHICH LINE IS 1'FIE SOUTH LINE OF THE NW %n NW %a SE % OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., AND EXCEPT A PARCEL OF LAND BEING A PORTION OF LOT 3, TIME SQUARE SUBDIVISION, AS RECORDED IN BOOK 70 AT PAGE 42, RECORDS OF JEFFERSON COUNTY, LOCATED IN THE SOUTHEAST QUARTER OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF JEFFERSON, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLO W S: BEGINNING AT THE NORTHWEST CORNER OF LOT 3, SAID TIME SQUARE SUBDNISION; THENCE NORTH 89 DEGREES 56 MINUTES 20 SECONDS EAST, ALONG THE NORTH LINE OF SAID LOT 3, A DISTANCE OF 195.00 FEET; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST, A DISTANCE OF 32.25 FEET; THENCE NORTH 89 DEGREES 56 MINUTES 20 SECONDS EAST, A DISTANCE OF 133.54 FEET TO A POINT ON THE EASTERLY LINE OF SAID LOT 3; THENCE SOUTH 00 DEGREES 02 MINUTES 46 SECONDS WEST ALONG SAID EASTERLY LINE, A DISTANCE OF 5532 FEET; THENCE LEAVING SAID EASTERLY LINE, SOUTH 89 DEGREES 56 MINUTES 20 SECONDS WEST, A DISTANCE OF 328.67 FEET TO A POINT ON THE WESTERLY LINE OF SAID LOT 3; THENCE NORTH 00 DEGREES 03 MINUTES 46 SECONDS EAST ALONG SAID WESTERLY LINE, A DISTANCE OF 87.57 FEET TO THE POINT OF BEGINNING, COUNTY OF JEFFERSON, STATE OF COLORADO with a Pazcel ID No. of 39-234-04-002 and a s[reet address of 7540 West 44" Avenue, Wheat Ridge, Jefferson County, Colorado. 11 , Ol10tld: Q:\USER$\WRURAVCarIP&.S / 3.dac -(PHMS Solutions Through Service Februazy 11, 2008 Mr. Patrick Goff Deputy City Manager Wheat Ridge Urban Renewal 7500 West 29th Avenue Wheat Ridge, CO 80033 Reference: 7340 West 44th Avenue, Wheat Ridge, CO Dear Mr. Goff, HWS Consulting Group 7951 East Maplewood Ave., Suite 122 Greenvrood Village, CA 80111-4724 303.771.6868 • Fax: 303.741.6745 www.hws.com HWS Consulting Group Inc. (HWS) thanks you for continuing to contact us to assist you in your environmental (specifically, hazazdous building material related) concerns. The Operations and Management/Maintenance Plan for the building at 7340 W. 44"' Avenue would include the identified asbestos containing ma[erials, which are floor tile and adhesive, drywall joint compound, acoustic/decorative ceiling finish material, the assumed asbestos containing materials, which are fue doors and wire insulation and the non asbestos hazardous mate'rials, which are PCB containing light ballasts, fluorescent light tubes. HWS would performlprovide the following outlined services/items as a part of the proposed services. DRAFT THE OPERATIONS AND MAINTENANCE/MANAGEMENT PROGRAM AND MANUAL • Draft the program/manual to comply with current regulations and building requirements • Provide draft manual for review and approval ❖ Utilize information gained during the Inspection CONDUCT REVIEW MEETING • Conduct a review meeting to gain input REVISE DRAFT MANUAL AND PRODUCE/DELIVER FINAL MANUAL • Provide the Operadons and Maintenance/Management Program Manual HWS will provide four copies of the O&M Program Manual Denver ATTACHMENT 3 60+ Fovnded f91I PROGRAM IMPLEMENTATION ASSISTANCE • Assist you in the implementation of the program relating to forms, training and record keeping Estimated Tofsl Fee $4,795.00 I have attached Work Authorization WRUR-02 for your approval. If all is okay, please sign the autttorization and return a copy to HWS. A fax or pdf is fine. We will begin work on the O& M Plan as soon as we receive authorization. Thanks for allowing HWS to provide this proposal. Respectfully submitted, ~s . o ison Senior Project Man er 73-68-0068 ~H*S SoNtiwn ihmughSer.ice DENVER OFFICE Mi eeac t.reqawaoa ave.. suna tzz GreenwooEVlIlape,CO 801114]24 (303) )]1-8858 . FA%(30.9) 7016145 ATTACHMENT A WORK AUTHORIZATION NO. WRUR•02 PROJECT NO. 73-68-8411 DATE Februarv 11 , 2008 PROJECT NAME 7340 West 44`h Avenue - O& M Proeram CLIENT PROJ. MGR. Patrick Goee CONSLT. PROJ. MGR. Curtis .iohnson PHONE NO. (303) 235-2805 PHONE NO. (303) 771-6868 SCOPE OF WORK This WORK AUTHORIZATION Number WRUR-02, with the AGREEMENT dated December 10 , 2007 betweenWheat RidjZe Urban Renewal, herein called CLIENT, and HWS Consulting Group Inc., herein called CONSULTANT, constitutes the express authoriry given CONSULTANT by client to dd work as follows: Please refer to the attached letter Scope of Services dated 02/11/08 The following are attached to and hereby made a part of this WORK AUTHORIZATION: Z Scone of Services dated 02111/08 a FEE ESTIMATE Based upon the above referenced AGREEMENT and information presented above, the estimated cost of work herein described is $ CLIENT BY: AUTHORIZED REPRESEM'ATIVE 20 CONSULTANT BY: AUTHORIZED flEPRE NTATIVE TITLE: Sev%. ya~ ~Q i- DATE: 7"Y ,6rN a+-.~ /J ( , 20-ae PLEASE SIGN AND RETURN ONE COPY TO HWS AT THE ADDRESS ABOVE. STOCSA2D 3/03