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HomeMy WebLinkAboutResolution 03-2014TITLE : WHEAT RIDGE URBAN RENEWAL AUTHORITY RESOLUTION NO. 03 Series of 2014 A RESOLUTION OF THE WHEAT RIDGE URBAN RENEWAL AUTHORITY AUTHORIZING THE EXECUTION OF A FIRST AMENDMENTTOTHEPURCHASEAGREEMENT WHEREAS , Renewal Wheat Ridge is the owner of such property known as Town Center North; and WHEREAS , Renewal Wheat Ridge desires to develop the property and remove blight from the subdivision ; and WHEREAS , Renewal Wheat Ridge entered into a purchase agreement with Wazee Partners on January 14, 2014 for the acquisition of Lot 1 in the subdivision for the development of up to 50-units of rental tax credit age-restricted housing ; and WHEREAS , Wazee Partners desires to amend the purchase agreement to allow the submittal of an application to the Colorado Housing and Finance Authority (CHFA) fo r a March 1, 2014 deadline for tax credit funding ; and NOW THEREFORE BE IT RESOLVED by the Wheat Ridge Urban Renewal Authority dba Renewal Wheat Ridge, as follows : A FIRST AMENDMENT TO THE PURCHASE AGREEMENT WILL BE ADOPTED AND EXECUTED BY AN APPROVED MEMBER OF RENEWAL WHEAT RIDGE. DONE AND RESOLVED this 251h day of February, 2014. ~l?.r = ATTEST: ~\~!= Steve Art, URA Manager APPROVED AS TO FORM: ~~/?A ~ ~ firr1)~ntWRDRA Attorney Seller: Purchaser: Property: FIRST AMENDMENT TO PURCHASE AGREEMENT Wheat Ridge Urban Renewal Authority Wazee Partners, LLC Lot 1 , Town Center North Subdivision THIS FIRST AMENDMENT (this "Amendment") is made as of the 25t h day of February, 2014, by and between the WHEAT RIDGE URBAN RENEWAL AUTHORITY (dba RENEWAL WHEAT RIDGE), an urban renewal authority created pursuant to C .R.S. § 31-25-101 , et seq. a body politic and corporate (the "Authority") and WAZEE PARTNERS, LLC , a Colorado limited liability company ("Wazee Partners" or "Purchaser''). RECITALS WHEREAS. Wazee Partners and the Authority have entered into a Purchase Agreement dated January 14 , 2014 regarding purchase and sale of Lot 1, Town Center North Subdivision, City of Wheat Ridge, County of Jefferson , State of Colorado (the "Purchase Agreement"). WHEREAS , The Phase 1 Environmental Review Report prepared by Weston Solutions disclosed two Recognized Environmental Conditions ("RECs"), specifically that (a) a north east portion of Lot 1 (as well as adjoining areas on 44th Avenue) are still subject to active remediation ; and (b) that there are active monitoring and vapor wells within the 10 foot per plat drainage and utility easement along the North perimeter property line for Lot 1. WHEREAS , the State of Colorado Office of Public Safety ("OPS'') charged with the administration of the RECs and monitoring wells, anticipates completion of the remediation by mid to late 2015 , at which time OPS would be in a position to close out the RECs and issue a no further action letter, but such environmental condition and no further action letter would likely not occur prior to Wazee Partners desired closing date. WHEREAS, the parties are prepared to amend the Purchase Agreement to permit Wazee Partners to acquire possession of Lot 1 prior to issuance of the OPS No Further Action Letter, under the terms of a ground lease, which ground lease premises would exclude that portion of Lot 1 upon which monitoring and /or vapor wells are currently located. NOW THEREFORE, for Ten Dollars ($10.00) and other good and valuable consideration , the parties covenant and agree as follows : J :\Renewal Wheat Ridge\44th and Wadswonh\Wazee Partners\lot1 1DRAFT 1st Amend t o P 1. Purchaser Opt ion to Convert the Fee Simple Purchase of Lot 1 to the Acquisition of a Leasehold Estate . If, 90 days prior to the Scheduled Closing (i) the Lot 1 environmental remediation pursuant to the outstanding RECs has not been completed , or (ii) a no further action letter has not been issued by the Colorado Office of Public Safety for Lot 1, Purchaser shall have the option to convert the fee simple purchase of Lot 1 to the acquisition of a ground leasehold interest, as Lessee , with respect to the Leasehold Premises set forth on Exhibit A attached hereto . 2. Leasehold Acquisition Terms and Conditions . The terms and conditions of the ground lease creating and evidencing the leasehold estate , shall include the summary terms set forth below , and such additional terms and conditions as may be reasonably required by the leasehold mortgage lender and the tax credit limited partner in vestor, such additional terms being made expressly subject to review and approval by counsel to the Authority and Wazee Partners : (a) Leasehold Premises. The leasehold premises , as depicted on Exhibit A , which Exhibit A is attached to and incorporated into this First Amendment, shall comprise all of Lot 1, Town Center North Subdivision, excluding certain portions of land within the 10 foot perimeter utility and drainage easement per subdivision plat along the North property line , wherein monitoring and/or vapor wells are located. Prior to the closing the previously prepared Falcon Surveying ALTA Survey of Lot 1 dated December 24 , 2013 , shall be amended at the cost of Wazee Partners to generally conform with the Exhibit A depiction of the leasehold premises . (b) Term . The leasehold estate shall have an initial term of Sixty (60) years, which term shall conclude upon the earlier of (i) 60 years , or (ii) 90 days following the date the Lot 1 environmental condition has been fully remediated , or the No Further Action Letter has been received from the Colorado Office of Public Safety. The Authority will execute and deposit into an escrow with the Title Company , the special warranty deed set forth in the Purchase Agreement, whi ch warranty deed will be released to Purchaser and recorded prior to the termination of the Leasehold Estate. (c) Rent. At the Closing of the leasehold estate acquisition , Purchaser shall pay to Seller a one time ground lease payment of $425 ,000 , as rent for the entire term of the ground lease. At Closing the Authority mortgage lender whose mortgage Loan Lien is currently encumbering Lot 1, shall execute and deliver to the Title Company a partial release of its mortgage lien for the entirety of Lot 1. 2 J:\Renewal Wheat Rldge\44t h and Wadsworth\Wazee Partners\lot l \ORAFT 1st Amend t o Pur Agmt Lot l.docx (d) Additional Rent-Net Lease . The leasehold estate shall be a net lease to the Authority, with Purchaser, as Lessee, paying all taxes , utilities including water, waste water and storm water charges during the term of the lease, and all construction , maintenance and insurance obligations with respect to Lessee's proposed residential improvements and Lessee operations upon the leasehold. Specifically excluded from such additional rent obligation shall be all costs related to the outstanding RECs , including all environmental contamination liability and remediation expenses related to the disclosed environmental conditions . (e) Lease Form . This ground lease form shall be subject to the review approval of counsel to the Authority , Wazee Partners , Wazee Partners leasehold mortgage lender and Wazee Partner's tax credit investor. IN WITNESS WHEREOF, the parties to the Purchase Agreement have entered into the First Amendment as of the date first noted above. PURCHASER: WAZEE PARTNEFffi , LLC , a Colorado limited liab~a~/,) B (.L_~ u ~~11-.--- Name: C ~-,.J P.:,.~tc..v-________________________ Title: ____ ~-~-~--r:......_' _...-___ _ SELLER: Name: Kristi Davis Title : Chair, Renewal Wheat Ridge 3 J:\Rene w al Wheat Ridge\44th and Wadsworth\Wazee Partners\Lot 1\DRAFT 1st Amend to Pur Agmt lot l .docx