HomeMy WebLinkAboutResolution 2016-0017TITLE:
CITY OF WHEAT RIDGE, COLORADO
RESOLUTION NO. 17
Series of 2016
A RESOLUTION APPROVING A DEVELOPMENT AGREEMENT
FOR THE FRUITDALE SCHOOL PROPERTY
WHEREAS, the City of Wheat Ridge is a home rule municipality operating under
a charter approved by the electorate under Article XX of the Colorado Constitution; and
WHEREAS, the City has facilitated the creation of the Wheat Ridge Housing
Authority, a public housing authority organized and operating under CRS 29-4-201 et
seq; and
WHEREAS, the Housing Authority has acquired title to certain real property and
associated buildings known as the Fruitdale School; and
WHEREAS, the Fruitdale School was constructed in 1920 and is one of the last
remaining school buildings designed by noted Colorado architect Temple Buell; and
WHEREAS, the Housing Authority has entered into a Purchase and Sale
Agreement with Hartman Ely Investments ("HEI") whereby HEI would acquire the
Fruitdale School property and redevelop the same for five affordable and eleven market
rate rental apartment units (the "Project"); and
WHEREAS, HEI has committed substantial funds in developing initial plans for
the Project; and
WHEREAS, in order to finance the redevelopment costs for the Project as
contemplated by HEI, public funds in the form of grants and loans will be required; and
WHEREAS, the City Council has previously adopted a Resolution expressing its
support for the Project and has directed City staff to negotiate a Development
Agreement memorializing the terms and conditions under which the City would
participate in the Project; and
WHEREAS, the City Council has reviewed the "Development Agreement for the
Fruitdale School Property," attached hereto as Exhibit A,
WHEREAS, the City Council finds that redevelopment of the Fruitdale School
property as described in the Development Agreement would be in the best interest of
the City.
NOW, THEREFORE, BE IT RESOLVED by the Wheat Ridge City Council:
Section 1. The City Council hereby approves the attached "Development
Agreement for the Fruitdale School Property."
Section 3. This Resolution shall take effect upon adoption by the Council and
signature by the Mayor.
ATTEST:
J
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EXHIBIT A
Development Agreement for the Fruitdale School Property
[attached]
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ARTICLE 1: THE PROJECT
Section 1.01: Site and Improvements
The site at 10803 West 44th Avenue, Wheat Ridge, Colorado 80033 (the "Project") consists of
approximately 1.5 acres, as depicted on the Site Plan attached hereto as Exhibit C and fully
incorporated herein by this reference. The Project includes the historic Fruitdale School, which
is to be renovated into approximately sixteen (16) residential rental units, five (5) of which shall
be restricted as affordable units ("Affordable Units"), along with and associated walkways,
parking areas, landscaping and pedestrian amenities.
Section 1.02: Development Program
The program for development of the Project will include the following key components:
1. Residential Units: Of the total residential units to be constructed, five (5) will be restricted
as affordable units, contingent upon an anticipated approximate $640,000 in HOME
Investment Partnerships Program ("HOME") funds subsidy. The currently committed
amount is $419,570 and the potential additional commitment amount is approximately
$220,000, all at the rate of $128,000 per unit. These funds would be received by the
Developer from the Jefferson County Community Development agency ("Jeffco"") in
2016 and 2017, as shown by the pending agreement for the Affordable Units between
Developer and Jeffco (the "HOME Agreement") and by the Project pro forma, attached
hereto as Exhibit D and fully incorporated herein by this reference. Rents for Affordable
Units will not exceed the rents required by Jeffco as part of the HOME program, as
adjusted annually by HUD for the Denver MSA.
2. Site work: Parking, landscaping, hardscape and solar panels will be provided, generally
as shown by the Site Plan .
3. Fruit orchard and edible landscaping: The Developer will , as a part of the Project, install
and maintain a fruit orchard and edible landscaping on the Property, as shown on the
Site Plan.
Section 1.03: Project Benefits
The Developer shall provide and maintain the Project using commercially reasonable efforts to
facilitate the following public benefits as an integral part of the Project:
1. Renovate an important National Register historic landmark within the City, to place the
Property in service again.
2. Set the potential for catalytic spin-off development in this part of the City, as the first loft-
style residential development in Wheat Ridge. This may include a local foods business
at the north side of the Property, as part of a future phase development.
3. Increase the supply of affordable housing in the community.
4. Provide space for exterior public events within the Project, as noted in Section 5.04.3, d.
Periodic public access to the Project's interior areas will also be provided, as a
community education benefit.
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5. Implement a mutually beneficial redevelopment partnership with Jefferson County,
through the property exchange agreement ("Exchange Agreement") described in Section
2.02.
6. Provide shared parking facilities for the adjacent Norma Anderson Preschool, as
required by the Exchange Agreement.
7. Provide additional future site improvements to benefit the Preschool (shared access
drive, fire hydrant, and fence), as shown on the Site Plan: Exhibit C, and as required by
the Exchange Agreement.
8. Provide mutually-agreeable community education regarding sustainable development
practices, including existing building re-use, solar power, energy efficiency, edible
landscaping and other appropriate development strategies.
9. Providing mutually agreeable produce, at no cost to the City, from the Project's fruit
orchard and edible landscaping, as a part of the City's history and national leadership
role with local food production.
ARTICLE 2: PROPERTY ATTAINMENT, EXCHANGE AND PLATTING
Section 2.01: Property Attainment
Developer will purchase the Property from WRHA at the conclusion of all necessary
entitlements and due diligence investigations, currently scheduled for late summer 2016, and
under the terms and conditions of the PSA. In the event: (1) the Developer or WHRA fail to
complete the conveyance of the Property as contemplated by the PSA, or (2) the PSA is
terminated by either party thereto, this Agreement shall immediately terminate.
Section 2.02: Property Exchange and Platting
1. WRHA will use its best efforts to complete an Exchange Agreement with the Jefferson
County School District (the "School District") to create a plat (the "Plat") for one larger
parcel of approximately 1.5 acres ("Combined Parcel") that combines the current WRHA
property with Land Swap Area #1 and transfers Land Swap Area #2 to the School
District, as shown on the Site Plan (Exhibit C), with one Combined Parcel fee simple
title for Developer to purchase. The Exchange Agreement shall be executed by and the
Closing of the exchange shall occur between the WRHA and School District at no cost to
Developer and as soon as possible but no later than May 1, 2016.
2. The Plat shall also include a site survey with existing buildings located and, potentially,
grading information. Developer shall contribute 100% of the additional cost of placing
grading information on the Plat, if Developer chooses to have such grading information
shown by the Plat, in recognition of the fact that information is in addition to the effort
required to accomplish the property exchange.
3. By execution of this Agreement, after completion of the Exchange Agreement between
WRHA and the School District, and after purchasing the Property under the terms of the
PSA, Developer agrees to assume WRHA's obligations under the Exchange Agreement.
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Any conflicts between this Agreement and the Exchange Agreement on the subject of
the exchange of property shall be resolved in favor of the Exchange Agreement.
Section 2.03: Reverter Clause and Title Insurance.
WRHA shall cause the removal of the reverter clause applicable to the Property under the July
9, 1883 Deed, in the manner described in Section 3.d of the PSA. WHRA will cause the title
policy issued to Developer (as Seller under the PSA) to include extended exposure coverage
related to the decree in the quiet title action, if required by the title company.
ARTICLE 3: PERMITS AND APPROVALS
Section 3.01: Charter and Laws of the City
The Parties acknowledge that the Property and the Project are located within the corporate
boundaries of the City and that the City's Home Rule Charter, Code of Laws and associated
regulations fully apply to the same, except as provided herein.
Section 3.02: Rezoning
WRHA agrees to submit an application for approval of a zone change on or before March 3,
2016. The City agrees to initiate an application to rezone the Property to MU-N, with a goal to
conduct a City Council public hearing to rezone the Property on or before June 1, 2016.
Section 3.03: Platting
WRHA agrees to submit an application for approval of a subdivision plat on or before March 3,
2016. The City agrees to accept and promptly process, under the procedures of the City's
subdivision regulations, an application for approval of the Plat, with a goal of Plat approval on or
before June 1, 2016.
Section 3.04: Quasi-Judicial Acts of the City
The Parties acknowledge that rezoning and platting are both quasi-judicial acts, and the City
cannot, by contract, by this Agreement or otherwise, agree in advance to approve or disapprove
any rezoning or platting application, including those contemplated herein. In the event the City
does not approve the rezoning and the Plat as contemplated herein on or before the time the
Developer purchases the Property as stated in the PSA, the Developer may either elect to (1)
agree with the City and WHRA to extend the time for such actions, or (2) terminate the
Agreement, as permitted by Section 7.05.6.
Section 3.05: Application for Building Permits
Contingent upon completion of other required activities and activities stated herein, the
Developer will complete site and building plans and submit all needed documents for building
permit approval in a timely way, currently scheduled for mid-summer, 2016.
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Section 3.06: Issuance of Building Permits
Upon proper application by the Developer in the form required by the City, and to the extent the
application is in compliance with the City's building regulations, the City will issue a full building
permit in a timely way prior to Developer's purchase of the Property, currently scheduled for late
summer, 2016. The City and Developer will investigate the alternative of issuing a partial scope
building permit and/or interior demolition permit at an earlier date, to allow an earlier Property
purchase and start of construction and completion of the solar power system.
Section 3.07: Operations and Maintenance Reserve Fund
Prior to and as a condition of issuance of a Certificate of Occupancy for any portion of the
Project, the Developer shall establish a reserve fund as determined by Developer for costs
related to long term maintenance and substantial capital improvements for all of the Developer's
responsibilities described in Article 4.
Section 3.08: Subdivision Exemption
The City acknowledges that the land exchange contemplated by Section 2.01 between WHRA
and the School District is exempt from the City's subdivision regulations, pursuant to the Wheat
Ridge Code of Laws Section 26-402.C.
Section 3.09: Waiver of Certain Fees
For a period of ten (1 0) years from the date of this Agreement, he City shall waive building
permit fees, inspection fees, use tax, and parkland land dedication fee in lieu with respect to the
Project, for the Project's initial redevelopment as well as any future improvements and/or
renovations where City permits and inspections would be required.
ARTICLE 4: DEVELOPMENT MAINTENANCE OF THE PROJECT
Section 4.01: Construction of the Project
The Developer will complete the building renovation and construct the residential units and all
associated landscaping, parking areas, pedestrian walkways and areas, fruit orchard, and all
other improvements as shown on the Site Plan in a timely way, currently scheduled for late
spring 2017.
Section 4.02: Solar Power System
The Developer will complete the solar power system as required by the utility company, Xcel
Energy, currently scheduled for October 1, 2016. In no event shall the completion of the solar
power system extend more than twelve (12) months following Developer's purchase of the
Property.
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Section 4.03: Property Remediation
Developer will be responsible for all remediation on the Property after purchase of the Property
and will remediate any hazardous materials that may be discovered during development of the
Project.
Section 4.04: Operation and Maintenance of the Project
The Developer shall be and remain responsible for all operation and maintenance of the entirety
of the Project, including all property maintenance functions typically associated with a rental
residential property, as well as all associated landscaping and improvements described in this
Section and shown on the Site Plan.
ARTICLE 5: FINANCING
Section 5.01: Obligations of the Developer
1 . Prior to closing on the conveyance of the Property under the PSA, Developer will secure
written and binding financing commitments from historic and solar tax credit investors for
a total tax equity investment of approximately $1,725,000 as shown by Exhibit D. On or
before the date of Developer's purchase of the Property under the PSA, the Developer
shall invest its own equity in the Project, generally as shown by Exhibit D and/or as
required by the Project's financing.
2. In the event Developer fails to accomplish the requirements of subsection 1 of this
Section prior to the date of closing on the Property pursuant to the PSA, this Agreement
shall be extended as mutually agreed between the parties, or, shall automatically
terminate, pursuant to Section 7.05.6, if no extension is implemented.
3. The Developer shall defer $200,000 as its development fee as noted in Section 5.06.3.d
below.
Section 5.02: Obligations of WRHA and the City
1. WRHA will provide $170,000 in the form of a grant to the Developer (the "WHRA Grant"},
payable in the manner set forth in Section 5.03 and only upon receipt of evidence
reasonably acceptable to WHRA that the Developer has secured the financing required
by Section 5.01.
2. WRHA will provide patient capital in the form of a loan to the Developer (the "WRHA
Loan") in an amount not to exceed $400,000 payable in the manner set forth in Section
5.03, and only upon receipt of evidence reasonably acceptable to WHRA that the
Developer has secured the financing required by Section 5.01. The WRHA Loan shall be
unsecured. Developer will repay this loan upon its receipt of additional HOME funds, if
available (currently anticipated at approximately $220,000 and currently scheduled for
2017). The remaining balance of the WRHA Loan will be repaid from either or both the
future refinance or sale of the Property as described in Section 5.06, but in no event later
than December 31, 2031. Interest-only payments at 5% simple interest, non-
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compounding, on the WRHA Loan principal of $400,000 (or such lesser amount as is
ultimately owed by Developer to WRHA) shall be paid by the Developer to WRHA
annually beginning on December 31, 2023, or, if the date of Substantial Completion of
the Project (as defined at Section 5.03.1.c) is delayed beyond December 31, 2017,
beginning seven years after the date of Substantial Completion.
3. The City will provide $470,000 in the form of a grant to the Developer (the "City Grant"),
payable in the manner set forth in Section 5.03 and only upon receipt of evidence
reasonably acceptable to the City that the Developer has secured the financing required
by Section 5.01.
4. The City will provide patient capital in the form of a loan to the Developer (the "City
Loan") in an amount not to exceed $1,925,000 payable in the manner set forth in Section
5.03 and only upon receipt of evidence reasonably acceptable to the City that the
Developer has secured the financing required by Section 5.01. The City Loan shall be
evidenced by a non-recourse Promissory Note and Secured by a Deed of Trust, as
described at Section 5.04. Interest-only payments at 1.5% simple interest, non-
compounding, on the City Loan principal of $1,925,000 (or such greater amount as
noted in Section 5.02.6, or, such lesser amount if a lesser amount is ultimately
requested by Developer) shall be paid by the Developer to the City annually beginning
upon the date of Substantial Completion of the Project (as defined at Section 5.03.1.c).
5. The Developer shall repay the principal balance of the City Loan immediately upon its
receipt of, and in the net amounts of the following:
a. Tax equity payments to Developer anticipated at approximately $1,725,000
(Federal and State of Colorado historic investment tax credits and Federal solar
tax credits), currently scheduled to occur no later than December 31, 2018; and
b. Additional HOME funds, above the currently committed $419,570, when and if
received by the Developer, if available (currently anticipated at approximately
$220,000 and currently scheduled for 2017).
6. The City understands that the Developer's construction and financing cost estimates are
preliminary and may change due to the availability of additional/more detailed
information prior to Developer's purchase of the Property. The City also understands that
the majority of the City Loan will be repaid from the proceeds of historic investment tax
credits ("HJTCs") and that the Project may have to be re-designed to receive regulatory
agency approval, as a precedent to the Project being eligible to receive such tax credit
benefits. Such additional information and a potential re-design may change the
economic performance of the Project, requiring an increase in the total amount of the
City Loan. The City agrees to increase the City Loan by up to an additional $190,000,
conditioned upon: (1) Developer's prompt written notice of the need for that increase, (2)
such increase being incorporated into the non-recourse Promissory Note and Deed of
Trust, (3) repayment of such additional loan amount be made under the same conditions
as the initial City Loan amount.
7. The City Loan amount described in this Section is approximate. The WRHA Loan
amount is final. The City Loan amount will be confirmed by the Developer's final pre-
closing pro forma ("Pre-closing Pro forma"), no less than 30 days prior to Developer's
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purchase of the Property, and such amounts shall be incorporated into the non-recourse
Promissory Note and Deed of Trust under Section 5.04.
Section 5.03: Schedule for Payment of City and WRHA Obligations
1. The City Loan , the City Grant, the WHRA Loan and the WRHA Grant shall be disbursed
to the Developer in the following manner:
a. Initial payments totaling 20% of the total City and WRHA Grants and total City
and WRHA Loans on the Closing date when the Developer purchases the
Property from WRHA.
b. Six (6) progress payments with each payment totaling an additional 10% of the
total City and WRHA Grants and total City and WRHA Loans each month as the
Developer implements the Project, concurrent with Developer's monthly
payments to its Contractor.
c. A final payment totaling 20% of the total City and WRHA Grants and total City
and WRHA Loans when Developer achieves Substantial Completion for the
Project. "Substantial Completion" is defined as the date that the Wheat Ridge
Building Department issues a Certificate of Occupancy to the Developer for the
Project work.
2. Developer shall provide a written invoice to both the City and WRHA for each of their
payments. The City and WRHA shall make payment to the Developer within 30 days of
each invoice date. Any late payments will accrue simple interest of 10% per annum .
Section 5.04: Security for City Loan: Property Taxes; Public Use of Event Space
1. As required security for the City Loan , the Developer shall, simultaneously upon and as a
condition of purchase of the Property from WHRA, execute a good and sufficient non-
recourse Promissory Note and Deed of Trust. The final, executed versions of the non-
recourse Promissory Note and Deed of Trust shall be agreed upon as to form and
content by the Parties prior to Developer's closing upon the Property under the PSA. The
non-recourse Promissory Note shall evidence the amount and terms of the City Loan.
The Deed of Trust shall secure the repayment of the City Loan and shall contain, at a
minimum, the following provisions:
a. The Deed of Trust shall be for the full amount of the City Loan, and shall be
supplemented and/or released as necessary to recognize increases and/or
decreases in the amount of the City Loan remaining outstanding and not yet
repa id.
b. The Deed of Trust shall be subordinate to the Developer's construction loan and
to Developer's tax equity financing . The City will execute reasonable
subordination agreements as required.
c. The Deed of Trust will not have a personal guaranty requirement.
d. The Deed of Trust will not provide for any escrows for taxes or insurance.
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e. The Deed of Trust shall be released in full only upon the full repayment of the
City Loan.
2. On or before Developer's purchase of the Property, the Developer shall take all steps
necessary to cause the City (and/or WRHA, if required) and as coordinated with
Developer's financing agreements, to become a passive member(s) of the development
entity with ownership of the Property and the Project (i.e., approximately 1 %, as required
by the Jefferson County Assessor's office), in order to render the Property exempt from
ad valorem all property tax obligations while the Property contains Affordable Units. The
Developer anticipates that the term of the Affordable Units will be 20 years after
Substantial Completion. Property tax assessments at the then-prevailing rate will begin at
any time that the Property ceases to contain Affordable Units.
3. As a passive member of the development entity, the City (and/or WRHA, if required) shall
have:
a. No liability for Developer's operations on the Property.
b. Limited participation in cost, profit or loss from redevelopment and operation of
the Property, as stated in the Developer's other financing agreements.
c. No voting rights within the Developer entity.
d. The right for the City, WRHA or another public or community group(s) to use the
exterior public space within the Project shown by Exhibit 8 for community events
a maximum of four (4) times per month for $0 space rental cost, at mutually
agreeable times. Any direct cost or expense to hold a community event would be
the responsibility of the event sponsor. Examples of such costs or expenses
include but are not limited to staffing, food, drinks, permits, security service,
copies, weather protection, etc.
Section 5.05: Project Financing Contingencies
1. In the event the Developer is able to secure a larger loan or other form of Developer
equity financing, greater proceeds from other partners (such as historic tax equity
investor proceeds), or additional grant revenue than the amounts described at Section
5.01, the following conditions and obligations shall apply:
a. If additional grant revenue is received from outside sources, the City, WRHA and
the Developer shall divide the additional revenue, with 75 percent of the net
additional grant revenue paid or disbursed to the City and to WRHA to reduce
their $470,000 and $170,000 grants on a pro-rata basis, and 25 percent accruing
to the Developer. The Parties agree that any HOME funds and Federal or State
historic or solar tax credits would be excluded from this net revenue sharing
provision, in light of their agreement that the City and/or WRHA will receive 100%
of the net revenue from additional HOME funds above $640,000, as well as
100% of any net revenue from Federal or State historic or solar tax credits above
a total of $1,725,000.
b. "Net revenue" for the purposes of this Section is defined as the gross amount of
the available additional grant revenue minus Developer's reasonable expenses
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to secure that additional grant revenue. Developer's reasonable expenses
include but are not necessarily limited to professional services, consulting fees,
travel expenses, copies, etc.
c. The City and WRHA portions of any potential additional grant revenue shall not
be distributable until after the Developer achieves at least its projected cash-an-
cash return shown by the final, mutually-agreeable version of the Pro Forma
when the Developer purchases the Property. The combined City and WRHA
portion of any potential additional grant revenue would be capped at a maximum
of $640,000.
d. The Developer, City and WRHA agree to diligently work together to apply for and
maximize the potential additional grant revenue from timely grant applications to
at least the State Historic Fund by April 1, 2016 and the Temple Buell Foundation
at a mutually agreeable time.
2. In the event the Developer is not able to secure the anticipated grants and investors,
such as the HOME funds, the Developer will provide an alternative loan repayment
schedule prior to purchasing the Property, with interest, for the City and WRHA to review
and approve at their discretion as an amendment to this Agreement.
3. In the event that control of the Project is ever taken over by the Developer's financing
partner(s), the City and WRHA will not have financial exposure beyond that stated
herein. The City and the WRHA are not guaranteed Developer's repayment of the City
and WRHA Loan or Grant amounts noted herein, other than their rights to: (1)
repayment under Section 5.02, (2) sharing of additional grant revenues and excess
beyond Developer's cash-an-cash return above 22% under this Section 5.05, and (3)
entitlement to Net Proceeds on refinance or sale under Section 5.06. The City also has
separate rights under the non-recourse Promissory Note and the Deed of Trust. Any
potential recourse on the part of investors or financial partners is limited to the
Developer's financing agreements for the Project and will not involve the City or WRHA.
4. The Developer has stated a need for a cash-an-cash return for the Project of 20%.
However, based on a variety of factors and assumptions, including but not limited to
construction cost assumptions, contingency budgets, rent estimates, operating
expenses, etc., the Project may perform better or worse than the estimated return. The
City and WRHA shall have full and continuing access to all information in Developer's
possession, and that of Developer's consultants, advisors and agents pertaining to
Project costs, rents, operating expenses, etc. In the event those factors result in an
actual Project Pro Forma that demonstrates a cash on cash return above 22% in any
calendar year, the excess revenue for that year shall be paid the to the City and WRHA
and applied toward any outstanding City Loan and WHRA Loan balances in proportion
to the amount of the initial City Loan and WHRA Loan amounts, subject to the provisions
of the Developer's financing agreements.
Section 5.06: Long Term Disposition
1. The value of the Project and the Property is expected to appreciate over time. The
current investment horizon has been evaluated at a 15-year period. At the end of this
period, the outstanding debt on the Project is expected to be approximately $1 ,145,000
with a net value of approximately $2,130,000. WRHA will be paid in full for any
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outstanding WRHA Loan amounts in conjunction with any refinance or sale of the
Property.
2. The Parties agree that any incremental appreciation or net proceeds available from such
refinance or sale (the "Net Proceeds") will benefit both the WRHA and the Developer
and shall be paid in a waterfall fashion as such Net Proceeds are available. Reasonable
closing costs, fees or expenses for the Developer to secure the refinance or sale, as
mutually agreed by the Parties, shall be deducted from the gross proceeds to produce
the Net Proceeds. The Parties shall apply current market constraints and costs in
arriving at a mutually-agreed calculation of reasonable costs to be used in arriving at Net
Proceeds. For the purposes of this Section the term "refinance" does not include a loan
renewal or new loan that the Developer may acquire to replace its initial financing at any
time, where such renewal or new loan results in less than $100,000 of Net Proceeds.
3. The Net Proceeds shall be paid out as follows:
a. The first amount of Net Proceeds shall be paid to the WRHA, to repay the then-
outstanding balance of the WRHA Loan.
b. The second amount of Net Proceeds shall be paid to the City, to repay any then-
outstanding balance of the City Loan.
c. The third amount of Net Proceeds up to a maximum of $200,000 shall be
retained by the Developer for any improvements to the Property it deems
necessary at the time of receipt of Net Proceeds in excess of the then-
outstanding balance of the WRHA and City Loans.
d. The fourth amount of Net Proceeds up to a maximum of $200,000 shall be
retained by the Developer as its deferred development fee. Alternatively, this
$200,000 may be added to the initial cost of the Project and paid to the
Developer out of cash flow in equal annual payments during the first 8-10 years
after Substantial Completion.
e. The fifth amount of Net Proceeds shall be paid WRHA as a return on the WRHA
Loan, at a rate of 5% simple interest per year, beginning on the date of
Substantial Completion . As an example, if the WRHA Loan balance at
Substantial Completion is $380,000 and the refinance or sale takes place exactly
5 years after Substantial Completion, the amount of this Net Proceeds payment
would be $95,000 ($380,000 x 0.5 x 5).
f. The sixth amount of Net Proceeds shall be split 50% to WRHA and 50% to the
Developer. The 50% to WRHA shall be applied to repayment of the $170,000
WRHA Grant and other costs previously incurred by WRHA on the Property,
currently estimated at approximately $300,000.
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ARTICLE 6: INSURANCE AND INDEMNIFICATION
Section 6.01: Insurance
1. Upon Developer's purchase of the Property under the PSA, Developer shall maintain, at
its cost and expense, or cause to be maintained through its property manager,
reasonable property protection and liability insurance, in the following minimum
amounts: Commercial general liability with minimum limits of one million dollars
($1 ,000,000) each occurrence and two million dollars ($2,000,000) general aggregate,
or, as required by Developer's financing, if such financing requirements exceed the
coverage limits stated herein. The policy or policies shall be applicable to all premises
and operations. The policy or policies shall include coverage for bodily injury and death,
broad form property damage (including completed operations), personal injury (including
coverage for contractual and employee acts), blanket contractual, products, and
completed operations.
2. The policy or policies shall contain a severability of interests provision, and shall, so long
as the City (and WRHA, if required) are passive members of the development entity with
an ownership interest in the Property pursuant to Section 5.04, be endorsed to include
the WRHA, its officers and employees, and the City and the City's officers and
employees as additional insureds. No additional insured endorsement shall contain any
exclusion for bodily injury or property damage arising from completed operations.
Section 6.02: Indemnification and Defense of Actions
1. Developer shall indemnify, defend and hold the City and the WRHA harmless from and
against any and all claims resulting or arising from or in any way connected with the
following:
a. The existence, release, presence or disposal of any Hazardous Materials
introduced to the Property after Developer purchases the Property from WRHA;
b. The development, marketing, sale or use of the Project by Developer;
c. Any other acts or omissions of Developer or its contractors, subcontractors,
employees, agents or representatives;
d. Any plans or designs for improvements prepared by or on behalf of Developer,
regardless of whether such plans or designs have been approved by City; and
e. Developer shall have no obligation to indemnify the City and/or WRHA to the
extent claims result from the negligence or willful misconduct of the City or
WRHA.
2. Neither WRHA nor the City waives the protections, limitations of liability and defenses of
the Colorado Governmental Immunity Act, any other statute or the common law. In
addition, nothing in the Developer's indemnity shall expand the liability of the City or
WRHA under the Colorado Governmental Immunity Act.
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3. The City, WRHA, and Developer will cooperate in the defense of any third party
challenge of this Agreement, the Project, or any Project entitlements or related
documents. If Developer elects, in its sole discretion, to contest or defend a challenge,
the Developer shall take the lead role and hold the City and WRHA harmless from any
damages awarded. Any proposed settlement will be subject to the City, WRHA, and
Developer's approval, each in its reasonable discretion. In addition, the City and WRHA
shall have the right, but not the obligation, to contest or defend any challenge, at their
sole expense, in the event that Developer elects not to do so.
ARTICLE 7: GENERAL PROVISIONS
Section 7.01: Subject to Annual Appropriations
The Parties agree the City of Wheat Ridge is subject to provisions of Colorado Constitution
Article X Section 20. All of the City's financial obligations hereunder, whether direct or
contingent, extend only to funds appropriated annually by the City Council and encumbered for
the purpose of the Agreement. The City does not by this Agreement irrevocably pledge present
cash reserves for payment or performance in future fiscal years. This Agreement does not and
is not intended to create a multiple-fiscal year direct or indirect debt or financial obligation of the
City. The City presently has available funds to satisfy its obligations under this Agreement, and
within these required Constitutional constraints, intends to place proper appropriation requests
before the City Council for action as payments are required under Section 5.03. Upon
reasonable advance notice, the City will make its relevant financial and deposit records
available for inspection by Developer and Developer's lenders.
Section 7.02: Electronic Signatures
The Parties consent to the use of electronic signatures. The Parties agree not to deny the legal
effect or enforceability of the Agreement solely because it is in electronic form or because an
electronic record was used in its formation. The Parties agree not to object to the admissibility
of the Agreement in the form of an electronic record, or a paper copy of an electronic document,
or a paper copy of a document bearing an electronic signature, on the ground that it is an
electronic record or electronic signature or that it is not in its original form or is not an original.
Section 7.03: Inspection of Records
Any authorized agent of the City and of WRHA, has the right to access and the right to examine
any pertinent books, documents, papers and records of the Developer and its property
manager, involving transactions related to this Agreement until the latter of three (3) years after
the final payment of both the City Loan, the WRHA Loan, the City Grant and the WRHA Grant
under this Agreement or expiration of the applicable statute of limitations.
Section 7.04: Access to the Property
After appropriate prior written notice to Developer, the authorized officials of the City and WRHA
shall be provided reasonable access to the Property and the Project for the purpose of ensuring
compliance with this Agreement and the applicable ordinances, codes, regulations and policies
of the City. This Section is not applicable to required inspections in association with City-
issued building permits
13
Section 7.05: Enforcement and Termination
1. Developer's sole and exclusive remedy is to commence an action for specific
performance, in addition to its rights in the PSA.
2. In addition to the other remedies in this Section, the Developer, City and WRHA will
have the right to institute any action at law or in equity to cure or remedy any default or
to recover actual damages.
3. Each party will bear its own attorney fees and court costs in any action.
4. Neither party shall be entitled to claim or receive as a remedy consequential, punitive or
economic damages, including lost profits.
5. Force Majeure --Performance will not be deemed a default in the event of war, strikes,
natural disasters, litigation, terrorism, reasonably unforeseen site conditions, and failure
of governmental entities to act. The Party claiming a force majeure delay must provide
notice within 30 days of actual acknowledge of the event causing delay. The period of
the force majeure delay shall commence to run from the date of such notice and the time
of such delay shall be the actual delay time incurred .
6. Termination. This Agreement may be terminated by either Party with appropriate 15 day
notice and 30 day cure provisions in the event any of the following occurs:
a. The Developer does not close on the purchase of the Property under the PSA.
b. The PSA is terminated under its terms for any reason.
c. The Exchange Agreement with the Jefferson County School District is not
completed as contemplated in Section 2.02.
d. The WRHA does not accomplish the removal of the reverter clause as
contemplated by Section 2.03.
e. The City does not approve the rezoning and platting of the Property as
contemplated in Sections 3.02 and 3.03.
f. The Developer fails to secure written and binding financing commitments as
contemplated in Section 5.01 .
g. Failure of the Parties to agree upon the final version of the Developer's Pre-
Closing Pro forma, provided, however; such agreement shall not be
unreasonably withheld by either Party such as to obstruct the goals of both
Parties as expressed herein.
Section 7.06: Governing Law; Venue
This Agreement shall be construed and enforced in accordance with the laws of the United
States, the State of Colorado and the Charter, Code of Laws, ordinances and regulations of the
City, which are expressly incorporated into this Agreement. Unless otherwise specified, any
reference to statutes, laws, regulations, charter or code provisions, ordinances, executive
14
orders, or related memoranda, includes amendments or supplements to same. Venue for any
legal action relating to this Agreement shall be proper and exclusive in the District Court in and
for Jefferson County, Colorado
Section 7.07: No Third-Party Beneficiaries
It is expressly understood and agreed that enforcement of the terms and conditions of this
Agreement and all rights of action relating to such enforcement shall be strictly reserved to the
Parties; and nothing contained in this Agreement shall give or allow any such claim or right of
action by any other third person on such Agreement. It is the express intention of the Parties
that any person or entity other than the Parties receiving services or benefits under this
Agreement shall be deemed to be an incidental beneficiary only.
Section 7.08: Claims
In the event of any claim, demand, suit, or action is made or brought in writing by any third
person or entity against one of the Parties related in any way to this Agreement, the Party in
receipt of the same shall promptly notify and provide copy of said claim, demand, suit, or action
to the other Party.
Section 7.09: Notices
All notices, demands or consents required or permitted under this Agreement shall be in writing
and delivered personally or by appropriate electronic transmission (receipt verified) or by
certified mail, return receipt requested, to the following:
City of Wheat Ridge:
with a copy to:
WHRA:
Developer:
with a copy to:
City Manager
City of Wheat Ridge
7500 W. 29th Avenue
Wheat Ridge, Colorado 80233
City Attorney
City of Wheat Ridge
7500 W. 29th Avenue
Wheat Ridge, Colorado 80233
Executive Director
Wheat Ridge Housing Authority
7500 W. 29th Avenue
Wheat Ridge, Colorado 80233
Fruitdale School Partners, LLC
2120 Bluebell Avenue
Boulder, CO 80302
jim@hartmanelyinvestments.com
Berenbaum Weinshienk PC
370 17th Street, Suite 4800
Denver, Colorado 80202-5698
Attention: Charles P. Leder, Esq.
cleder@bw-legal. com
15
The number of persons or addresses set forth above may be changed any time by written notice
in the manner provided herein.
Section 7.10: Entire Agreement
This Agreement, including the PSA and exhibits which are hereby incorporated by this
reference, constitutes the entire agreement of the Parties. The Parties agree there have been
no representations, oral or written other than those contained herein and that the various
promises and covenants contained herein are mutually agreed upon and under consideration
for one another. This Agreement may be amended only by written instrument, approved by all of
the Parties in the same manner as this Agreement.
Section 7.11: No Joint Venture
This Agreement is not intended nor shall this Agreement be construed to establish or constitute
a joint venture between the Parties.
Section 7:12 No Assignment
No Party shall assign its rights or delegate its duties hereunder without the prior written consent
of the other Party in that Party's sole discretion. Subsequent to Substantial Completion of the
Project, as defined at Section 5.03.1.c, such assignment shall require the prior written consent
of the other Party, provided such consent shall not be unreasonably withheld. For the purposes
of this Section, assignment does not include the Developer's legal structuring of the Project for
its financing . The Developer may, however, contract and/or subcontract the construction of
Project facilities on the Property. The Developer may not assign or transfer its interests in the
Property, except as explicitly provided in the PSA.
Section 7.13: Severability
Should any one or more prov1s1ons of this Agreement be determined to be illegal or
unenforceable all other provisions nevertheless remain effective; provided however, the Parties
shall forthwith enter into good faith negotiations and proceed with due diligence to draft terms or
conditions that will legally achieve the original intent and purposes of the Parties hereunder.
Section 7.14: Headings for Convenience
Headings and titles contained herein are intended for the convenience and reference of the
Parties only and are not intended to combine, limit, or describe the proper scope or intent of any
provision of this Agreement.
Section 7.15: Authority
Each Party represents and warrants that it has taken all actions that are necessary or that are
required by its applicable law to legally authorize the undersigned signatories to execute this
Agreement on behalf of the Party and to bind the Party to its terms. The persons executing this
agreement on behalf of each Party warrant they have full authorization to execute this
Agreement.
16
Section 7.16: No Construction Against Drafting Party
The Parties acknowledge that each of them and their respective counsel have had the
opportunity to review this Agreement and that this Agreement shall not be construed against
any Party merely because th is Agreement or any of its provisions, have been prepared by a
particular Party.
Section 7.17: Execution of Agreement
This Agreement shall not be or become effective or binding until it has been fully executed by all
signatories of City, WHRA and the Developer.
[The balance of this page intentionally blank]
17
CITY OF WHEAT RIDGE, COLORADO
ATTEST:
Ja
[City Seal]
Gerald Dahl, City Attorney
WHEAT RIDGE HOUSING AUTHORITY
ATTEST: ~. ~----, (·f 1 {)..___
Clerk to the Au~rity
FRUITDALE SCHOOL PARTNERS, LLC
18
STATE OF COLORADO )
) ss.
COUNTY OF _______ )
The above and foregoing Development Agreement was subscribed and sworn to before
me by dAta~. ~Y1;fts MAf,(.kf~V:: of Fru itdale School
Partners, LLC thlS~daYQf . d, , 2016. ,
MELISSA MACKEY
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20134042377
MY COMMISSION EXPIRES JULY 9, 2017
'_ c .
My commission expires: ) ~I (,1 Cftb )LI }:
[seal]
~J
19
EXHIBIT A
Legal Description of the Property
[To Be Attached]
20
EXHIBIT "A"
LOCATED IN THE NORTH HALF OF SECTION 21, TOWNSHIP 3 SOUTH,
RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN,
CITY OF WHEAT RIDGE, COUNTY OF JEFFERSON, STATE OF COLORADO
SHEET 1 OF 2
A PARCEL OF LAND LOCATED IN THE NORTH HALF OF SECTION 21, TOWNSHIP 3 SOUTH, RANGE 69
WEST OF THE 6TH PRINCIPAL MERIDIAN, CITY OF WHEAT RIDGE, COUNTY OF JEFFERSON, STATE OF
COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS:
CONSIDERING THE NORTH-SOUTH CENTERLINE OF THE NORTH HALF OF SECTION 21 TO BEAR NORTH
00"18'33" WEST, A DISTANCE OF 2645.89 FEET BETWEEN A FOUND 3-1/4" BRASS CAP, MARKED "CITY
OF WHEAT RIDGE, SURVEY MONUMENT, C1 /4, S21, T3S, R69W, 1984, LS 13212" IN RANGE BOX AND A
FOUND 3-1/4" BRASS CAP, MARKED "CITY OF WHEAT RIDGE, SURVEY MONUMENT, 1/4, S16/S21, T3S,
R69W, 1984, LS 13212" IN RANGE BOX, WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO.
COMMENCING AT THE NORTH QUARTER CORNER OF SAID SECTION; THENCE SOUTH 00"18'33" EAST,
ALONG WEST LINE OF THE NORTHEAST QUARTER OF SAID SECTION, A DISTANCE OF 1600.70 FEET TO A
POINT ON THE NORTH LINE OF LOT 15, FRUITDALE PATIO HOMES SUBDIVISION, DESCRIBED IN RECEPTION
NO. 93180748, DATED NOVEMBER 3, 1993, RECORDED AT JEFFERSON COUNTY CLERK AND RECORDER,
SAID POINT BEING THE POINT OF BEGINNING; THENCE NORTH 89"31'09" EAST ALONG SAID NORTH LINE,
A DISTANCE OF 11.06 FEET; THENCE SOUTH DEPARTING SAID NORTH LINE 00"18'34" EAST, A DISTANCE
OF 140.24 FEET TO A POINT ON THE NORTH LINE OF A PARCEL OF LAND DESCRIBED IN RECEPTION
NO. 2012138009, DATED DECEMBER 21, 2015, RECORDED AT JEFFERSON COUNTY CLERK AND
RECORDER; THENCE SOUTH 89"46'58" EAST ALONG SAID NORTH LINE, A DISTANCE OF 36.36 FEET;
THENCE DEPARTING SAID NORTH LINE SOUTH 00"18'40" EAST, A DISTANCE OF 89.92 FEET; THENCE
NORTH 90"00'00" EAST, A DISTANCE OF 51.64 FEET TO A POINT ON THE EAST LINE OF SAID PARCEL;
THENCE SOUTH 00i8'40" EAST, ALONG SAID EAST LINE, A DISTANCE OF 172.70 FEET TO THE NORTH
RIGHT OF WAY LINE OF WEST 44TH AVENUE; THENCE NORTH 89"53'18" WEST, ALONG SAID NORTH
N RIGHT OF WAY LINE, A DISTANCE OF 198.00 FEET TO THE WEST LINE OF SAID PARCEL; THENCE NORTH
00i8'41" WEST, ALONG SAID WEST LINE, A DISTANCE OF 262.43 FEET TO THE SOUTHWEST CORNER OF
SAID LOT 15; THENCE NORTH 00i8'34" WEST, ALONG THE WEST LINE OF SAID LOT, A DISTANCE OF
139.26 FEET TO THE NORTHWEST CORNER OF SAID LOT; THENCE NORTH 89"31'09" EAST, ALONG THE
NORTH LINE OF SAID LOT, A DISTANCE OF 98.94 FEET TO THE POINT OF BEGINNING.
SAID PARCEL CONTAINING 62,708 SQ.FT. OR 1.4396 ACRES, MORE OR LESS.
~
I, JOHN B. GUYTON, A LAND SURVEYOR LICENSED IN THE STATE OF COLORADO, DO HEREBY STATE
FOR AND ON BEHALF OF FLATIRONS, INC., THAT THIS PARCEL DESCRIPTION AND ATIACHED EXHIBIT,
3:. BEING MADE A PART THEREOF, WERE PREPARED BY ME OR UNDER MY RESPONSIBLE CHARGE AT THE
0 REQUEST OF THE CLIENT AND NDED TO REPRESENT A MONUMENTED LAND SURVEY OR ~ SUBDIVIDE LAND IN VIOLA Tl TUTE.
IX' <II.
!l.. < ~ I g JOHN B. GUYTON
IC
1.0
: JOB NUMBER: 15-66,609
V' DRAWN BY: E. DAVIS
I JOB NO. 15-66,609
> DATE: FEBRUARY 19, 2016 REV: MARCH 9, 2016 ~ THIS IS NOT A "LAND SURVEY PLAT" OR "IMPROVEMENT SURVEY PLAT" AND THIS EXHIBIT IS 1 NOT INTENDED FOR PURPOSES OF TRANSFER OF llTLE OR SUBDIVISIONS OF LAND. RECORD ~ INFORMAllON SHO'ftt.l HEREON IS BASED ON INFORMAllON PROVIDED BY CLIENT.
Flatirons, Inc.
Surveying, Engineering & Geomatics
655 FOURTH AVE
LONGMONT, CO 80501
PH: (303) 776-1733
FAX: (303) 776-4355
www.Flatironslnc.com
EXHIBIT "A"
LOCATED IN THE NORTH HALF OF SECTION 21, TOWNSHIP 3 SOUTH,
RANGE 69 WEST OF THE 6TH PRINCIPAL MERIDIAN,
CITY OF WHEAT RIDGE, COUNTY OF JEFFERSON, STATE OF COLORADO
NORTH 1/4 CORNER, SECTION 21 SHEET 2 OF 2 FOUND 3-1/4" BRASS CAP, MARKED "CITY
-.......Dill------OF WHEAT RIDGE, SURVEY MONUMENT, 1/4,
_j
W. 44TH
PLACE
C1l
li)
0(1)
IJ.IC11 ~--~ 1--N
·<( IJ..
...J • o..O :zZ ::::> • (.) w f!:.
POINT OF
COMMENCEMENT
POINT OF BEGINNING
FOUND 1-3/4" ALUMINUM
CAP, MARKED "WILLEY
MCKISSACK. LS 23528"
A PORTION OF LOT 15 I
FRUITDALE PATIO
HOMES
FOUND YELLOW PLASTIC
S16/S21, T3S, R69W, 1984, LS 13212" IN
RANGE BOX (~ER MONUMENT RECORD)
S00"18'33"E LOT 9 LOT 10
1600.70' FRUITDALE fRUITDALE
PATIO HOMES PATIO HOMES ---------------
N89'31 '09"E
11.06'
FOUND 1-3/4" ALUMINUM
·.-CAP, MARKED "WILLEY ~ MCKISSACK, LS 23528"
of" .. ...,
to r 8 (/)
A PORTION OF LOT 15
FRUITDALE PATIO HOMES
CAP, MARKED "VLC, 20699" S89•46•58.E
-
;.., .... c-<
"' N
~ . :;
to r 0 0 z
UNPLATTED
(REC. NO. 2012138009)
~ CENTER 1/4 CORNER, SECTION 21 :g C.O.W.R. POINT NO. 14309
I 36.36'
"" 'b .... to ~
N90'00'00"E
51 .64'
UNPLATTED
(REC. NO. 2012138009)
W. 44TH A VENUE
"' FOUND 3-1/4" BRASS CAP, MARKED "CITY ~ OF WHEAT RIDGE, SURVEY MONUMENT, C
;;: 1/4, 521, T3S, R69W, 1984, LS 13212" IN
VJ RANGE BOX (PER MONUMENT RECORD) ~ THIS IS NOT A "LAND SURVEY PLA r OR "lt.4PROVEt.4ENT SURVEY PLA r AND THIS EXHIBIT IS
LU NOT INTENDED FOR PURPOSES OF TRANSF£R OF llll£ OR SUBDIVISIONS OF LAND. RECORD iii INFORNAllON SHOWN HEREON IS BASED ON INFORWAllON PROVIDED BY CLIENT.
b .....
c-< .....
"" 'b .... to r §
~ (\i
O LLI ~~ 1-a..
jc>
Q.. :g s~
0 0
~
JOB NUMBER: 15-66,609
DRAWN BY: E. DAVIS
DATE: FEBRUARY 22, 2016
REV: MARCH 9, 2016
Flatirons, Inc.
Surveying, Engmeermg & GeomatiCS
655 FOURTH AVE
LONGMONT, CO 80501
PH: (303} 776-1733
FAX: (303} 776-4355
www.Fiotrronslnc.com
EXHIBIT B
Purchase and Sale Agreement
[Attached]
21
II IIIII fflllf fl t JU IIIII (l I j If
~015' 19084
~lin& 2(n:~ •r, .,, (1 AM 21 fd\)e1::;.
Jff FH!.)ON ;out 1 V Cotvt<J<Jc
AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY
THIS AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY (the
"Agreement") is made and entered into as of the 2nd day of November, 2015. by and
between WHEAT RIDGE HOUSING AUTHORITY ("Seller"). and Fruitdale School
Partners LLC, a Colorado limited liability corporation ("Buyer"). Seller and Buyer are
sometimes referred to as a "Party•• or together as the "Parties ...
RECITALS
A. Seller is the owner of the following real property and all fixtures,
appurtenances, improvements, fixtures therein, thereon located in the County of
Jefferson. State of Colorado more particularly described on Exhibit A. attached hereto
and fully incorporated herein by this reference, together with the following (all. collectively.
the "Property"):
1. The personal property located at the Property as of the Effective Date (the
"Personal Property"); and
2. All right. title and interest of Seller in and to all governmental permits, licenses,
certificates and authorizations, including. without limitation, certificates of occupancy, in
Seller's possession and relating to the construction. use or operation of the Property, to the
extent the same are transferable or assignable (the "Permits"), if any: and
3. All water rights relating to the Property. including without limitation all rights
to water wells, riparian rights. ditch rights or shares of water rights and other sources of
water. if any (the 'Water Rights").
B. Buyer is offering to purchase and Seller is willing to sell the Property upon the
terms and conditions set forth herein.
AGREEMENT
In consideration of the promises and agreements of the Parties contained herein,
the sufficiency of which is hereby acknowledged by each of the Parties. Seller and Buyer
do hereby promise and agree as follows:
1. Sale and Purchase. Seller shall sell the Property to Buyer, and Buyer shall
purchase the Property from Seller. on the terms and conditions set forth in this
Agreement.
2. Purchase Price. The purchase price for the Property (the "Purchase Price")
to be paid by Buyer to Seller shall be $10.00. The Purchase Price, as adjusted for any
other credits and prorations specifically provided for herein, shall be paid by Buyer to
Seller at the Closing by certified check. cashier's check. wire transfer. or other
immediately available funds acceptable to Seller.
1
3. Title and Survey.
a. Title Insurance. On or before th1rty (30) business days following the
Effective Date (defined in Section 25 below). Seller shall cause Land Title
Guarantee Company ("Title Company") to deliver to Buyer a current commitment
for a 2006 ALTA extended owner's title insurance policy t "Title Commitment").
together with copies of the current vest1ng deed and those recorded documents
listed in the Title Commitment (Collectively, the "Title Documents'')
b. Permitted Exceptions. Title to the Property shall be free and clear of
all liens and encumbrances. subject only to the permitted exceptions which Buyer
accepts pursuant to Section 3(c) ("Permitted Exceptions"}. At the Closing. Seller
shall execute and deliver the standard form mechanic's lien affidavit used by and
acceptable to T 1tle Company to provide for the deletion of the standard printed
exception from the Owner's Policy for hens arising against the Property for work or
materials ordered or contracted for by Seller pnor to the Closing. and Seller shall.
at its expense. prov1de for the deletion of the other standard printed except1ons
from the Owner's Policy. If a m111eral reservation exists. the Buyer may request
the Title Company to provide Endorsement 100.31 or a similar endorsement
selected by Buyer with respect thereto. at Buyer's expense. From and after the
date hereof. Seller shall not sell. convey. option mortgage. encumber. tease. or
contract to do any of the foregomg with respect to the Property without the prior
written consent of Buyer. Promptly after the Closing, Seller shall cause the Title
Company to issue to Buyer a ALTA owner's title insurance policy tnsuring title to
the Property 111 Buyer an amount approximate to the replacement value of the
Property. as reasonably determ1ned by Buyer dunng the Inspection Penod {defined
below). and agreed to by the Parties in good faith during such penod. subject only
to the Permitted Exceptions. The Parties shall share the cost of the T1tle Policy
equally, and any mineral or other endorsements req Jested by Buyer shall be at
Buyer's cost and expense.
c T1tle Defects. Within thirty {30) business days after Buyer's receipt
of the Commitment. the T1tle Documents. and Survey (defined below). Buyer shall
give Seller nottce of all title defects or other ObJeCtions shown In the Commitment
and/or Survey. which are not consented to by Buyer as Perm1tted Exceptions Any
and all matters and exceptrons affect1ng all or any portton of the Property disclosed
by the Title Comm1tment (as exceptions. requirements. or otherwise) or Survey
which are not the subject of a notice from Buyer to Seller grven w1thin the applicable
penod of time as provided herein. shall be deemed accepted by Buyer as
Permitted Exceptions If there is an endorsement to the Tttle Comm1tment that
adds a new except1on to title. a copy of the same and the modified Title
Commitment shall promptly be delivered to Buyer. and Buyer shall have ten (10)
days following receipt of the same to review and object to the same hereunder.
In the event Buyer notifies Seller of any t1tle defects or other matters shown
by the Commitment and/or Survey which are ObJeCtionable as provided in th1s
2
Subsection 3 c .. w1thin ten ( 1 0) business days after receipt of Buyer's title objection
not1ce. Seller shall advise Buyer what. 1f anyth1ng. it Intends to do w1th respect to
each title matter to which Buyer ObJects. For purposes hereof. a title defect or
exception shall be deemed cured 1f. (1) the Title Company deletes the defect from
t11e Comm1tment or (ii) the Title Company undertakes in writing to add a provision
to the Owner's Policy obligattng the T1tle Company. withtn the limits of such
Owner's Policy. to protect Buyer against all loss or damage 1ncurred on account of
such defect or exception Prior to or at the Closing. Seller shall discharge any and
all monetary liens and monetary encumbrances on the Property including but not
limited to any real and personal property taxes for the fiscal year preceding the
conveyance. except for the Permitted Exceptions. Such liens and encumbrances.
if any may be sat1sf1ed from the proceeds of the sale of the Property. If any of the
matters objected to by Buyer have not been cured or agreed to be cured by Seller
on or before the last day of the lnspect1on Period (as hereinafter defined). Buyer
may. by written notice to Seller at any time. e1ther (I) termtnate this Agreement or
(ii) waive such matters and accept the same as Pem11tted Exceptions. In the event
Buyer does not notify Seller of its decision to termtnate or waive on or before the
last day of the Inspection Period. Buyer shall be deemed to have waived 1ts
objections and to have accepted such matters as Permitted Exceptions. In the
event of a termination of this Agreement by Buyer pursuant to this Sect1on 3.c ..
both Parties shall thereupon be relieved of all further obltgatrons hereunder. except
as expressly provided in thrs Agreement
d. 1883 Restriction. Buyer understands and acknowledges that the
Property is subject to conditions. covenants and restnctions set forth tn tr1e deed
from Jacob H. Brown and James A Lew1s recorded July 9. 1883 in Book 9 at Page
451 (the "1883 Restrict1on") and that Seller makes no warranties whatsoever
regarding such deed. the condittons. covenants and restnctions contained therein.
or the effect of the Closing thereon. Seller agrees to maKe all good faith efforts to
timely remove said reverter clause through pursUit of a quiet title action or other
appropnate legal means that shall commence not later than 15 days from the
effectrve date of this agreement Seller acknowledges that failure to remove the
1883 Restriction by March 1. 20 6 shall be grounds for a termination by Buyer
pursuant to Section 3.c. For purposes of this Agreement. Buyer's ObJeCtion to the
1883 Restrict1on as a Section 3 title defect is hereby acknowledged. and Buyer is
not required to make an additional title ObJeCtion regarding it.
e. Survey Seller has furnished to Buyer any existing site plans and
improvement surveys of the Property tn 1ts possess1on Seller. in cooperation with
the Jefferson County School District. agrees to commtss1on a survey of the
property that meets all requirements of the Seller. in 1ls governmental capacity as
the City of Wheat Ridge and the Buyer in order to make application wtth the School
District for a subdivision plat Sa1d survey shall be initiated within 15 days of the
date of this agreement.
3
4. Inspection. Seller shall. w1th1n five ( 5) business days of the Effective Date
deliver to Buyer or make available for inspectton and rev1ew at the Property or Seller's
bus1ness offices. the due d1hgence items descnbed in Exhibit B. to the extent they have
not been previously delivered to Buyer (the "Due Otligence Materials'). Buyer shall have
two hundred forty (240) days from the Effective Date of th1s Agreement (the "Inspection
Period"). to inspect and evaluate the Property. and conduct such evaluattons tests.
1nspections. studies. and surveys. all at buyer's sole cost and expense. as Buyer deems
reasonably appropriate to determtne the economic feasibtlity physical condition. terra1n
and layout of the Property. soils. water. availability of utilities. review of Due Diligence
Materials. and any other matters relevant to its planned renovatton and use of the Property.
and to determ1ne whether the Property 1s materially contaminated by any Hazardous
Materials (as defined below). including conducting a Phase r or II environmentai survey
If any Hazardous Materials are found on the Property which materially and adversely
affect the Buyer's intended use of the Property or expose the Buyer to liabtlity to third
parties for damages or environmental remediation costs. Buyer may terminate this
Agreement by written notice (the ''Notice of Terminatton") to Seller gtven on or before the
last day of the lnspectton Period If Buyer delivers to Seller its Not1ce of Termination prior
to the el(piration of the Inspection Penod. this Agreement shall be deemed to have been
terminated by Buyer and both parties shall thereupon be relieved of all futtt'ler nghts and
obligations hereunder. except as expressly prov1ded m this Agreement.
5. Propertv Sold "As Is... Buyer is relying upon its own inspection of the
Property to evaluate the condition of the Property and the suitability of the Property for
Buyer's intended use. Buyer acknowledges and agrees that it is purchasing the Property
1n its AS-IS. WHERE-IS CONDITION WITHOUT WARRANTY OF ANY KIND.
WHETHER EXPRESS OR IMPLIED. EXCEPT AS EXPRESSLY SET FORTH IN THIS
AGREEMENT OR IN THE DEED CONVEYING THE PROPERTY TO BUYER. Buyer
hereby acknowledges that it is fam1liar with the Property and shall detenn1ne as part of
1ts inspections hefeunder. that 1t is suitable for its tntendeo purposes and that the
opportunity to Inspect the Property prov1ded in Section 4 above tS sufficient for Buyer to
obtain whatever mformation regardmg the condition of the Property that Buyer may deem
necessary to make such detenn1nat1on Nothing contained tn this Section 5 shall alter or
restrict the representations of Seller contained 1n Sections 7 and 8 of thts Agreement or
the warranties of title contained 1n the Deed to be delivered by Seller to Buyer at the
Closing
6 . Access; Mechanics' Liens. Buyer. its agents. employees. contractors. or
subcontractors may. at all times after the date hereof. at no charge to Buyer and unttl the
earlier of the Closing or the termination of this Agreement. have the nght of access to the
Property to conduct the tests and Investigations referred to tn Section 4 above. Such
rights may be exercised only upon reasonable advance notice to Seller. Buyer shall
promptly restore any alterations made to the Property by Buyer. or at Buyer's instance or
request. and Buyer shall pay for all work performed on the Property by Buyer or at Buyer's
instance or request. as such payments come due. Any and all hens on any portton of the
Property result1ng from the actions or requests or othe!Wise at the instance of Buyer shall
be removed by Buyer at its expense. Buyer shall at Buyer's expense. defend. tndemnify.
4
and hold harmless Seller from and agatnst any an(J all obllgattons. clatms loss and
damage. mcluding actual and reasonable costs and attorneys' fees resulting from or
related to Buyer's access to the Property: prov1ded however. that Buyer's mere discovery
of an ex1strng adverse condition on the Property shall not. in and of ttself. trigger Buyer's
indemnification obligations hereunder so long as the adverse conditiOn ts not worsened by
Buyer. its agents. employees or contractors
7. Seller's Representations. Seller hereby represents to Buyer as of t11e date
of this Agreement and as of the Closing as follows
a No Violations. To the best of Seller's knowledge. the Property is not
1n violation nor has been or is currently under 1nvestigat1on for vioiation of any
federal. state. or local laws, ordinances or regulations.
b. Consents All consents and approvals which may be required in order
for Seller to enter into this Agreement or consummate the transaction contemplated
herein have been obtained
c Litigation. There are no pending or. to Seller's knowledge, threatened
litigation. Investigation arbitration. condemnation or other JUdicial. mun1cipal or
admin1strattve proceedings affecting Seller or the Property. or any plans to widen 44'"
Avenue at this t1me.
d Non-Forergn Person. Seller ts not a ''toretgn person" as that term IS
defined tn the federal Foretgn Investment 1n Real Property Tax Act of 1986. the
1984 Tax Reform Act. as amended and Section 1455 of the Internal Revenue
Code and appltcable regulations and at Clos1ng will deliver to Buyer a certificate
standing that Seller 1s not a "foreign person" as defined 1n sa1d laws tn a form
complymg with the federal tax la'v\
e Authontv. Seller has the authonty to enter into and execute thi s
Agreement.
f. Hazardous Materials To the best of Seller's actual knowledge.
without any spectal investigation. stnce Seifer acQutred the Prope rty Seller has not
caused or contnbuted to· (i) any toxic or Hazardous Matenals oeing present on.
over. under. or around the Property (ii} any present or past generation recycling.
use. reuse. sale. storage. handling transport. and/or dtsposal of any tox1c or
Hazardous Matenals on over. under. or around the Property (iii) any failure to
comply with any applicable local, state. or federal envrronmental laws. (iv} any
spills, releases. d•scharges. or d1sposal of toxic or Hazardous Matenal that have
occurred or are presently occurring on or onto the Property or any adjacent
properties. or (v) any sp1lls or d1sposal of toxtc or Hazardous Materials that have
occurred or are presently occurring off the Property as a result of any construction
or operation and use of the Property. The term "Hazardous Matenals" includes.
but is not limited to substances def•ned as Hazardous Substances as deftned in
5
-'-')
the Comprehens1ve Environmental Response Compensation and Laabihty Act. as
amended. the Hazardous Materials Transportat1on Act. as amended. the Toxic
Substances Control Act. or any other law statute. rule. or regulation perta1nrng to
the protection of the environment or the health and safety of persons or property
Provided. however. the Part1es agree that the vanyl asbestos tile (VAT) present on
the Property shall not be considered a Hazardous Matenal ana 1s pe• m1tted to
remain on the Property at Clos1ng
g Real Property Taxes The Property 1s not subJeCt to real property
taxation while 1n Seller's ownership· no taxes or special assessments are presently
d1.1e on the Property
h. Leases. The Property IS not subject to any leases
i. Contracts or Agreements. There are no contracts or serv1ce
agreements with respect to the Property that survive Clos1ng. and no party has an
op11on to purchase or right of f1rst refusal with respect to the Property.
j The Property has legal access The Parties agree to amend the legal
descnption attached as Exhib;t A. as necessary to reflect the same.
k. Matenality of Representations Each of the representations made by
Seller in th1s Agreement or 1n anv document or instrument delivered pursuant hereto shall
be true and correct 1n all material respects on the Effecttve Date and shall be deemed to
be made aga1n as and at the date of the Closing and shall then be true and correct in all
matenal respects The material truth and accuracy of each of the representations and
the material pertonnance of all covenants of Seller contained in this Agreement are
conditions precedent to the Closing All ot the foregoing representations and warranttes
by Seller shall not be deemed merged 1nto any 1nstrument of conveyance delivered at
Closing but shall surv1ve Closing for a penod of one year from the date of con veyance
8. Operation of Property_
a After the date of th1s Agreement. Seller covenants that Seller shall.
{ 1) mc:~•nta1n the Property m the same order. conditton and repa1r as of the Effective Date
and 1n compliance w1th all applicable laws. (2) maintain hazard and liability insurance with
respect the Property m amounts not less than those maintained by Seller on the Effect1ve
Date: and (3) not enter 1nto at1y new leases contracts. or agreements wh1ch Will survive
the Closing or otherwise affect the use operation or enjoyment of the Property after the
Ctostng. without Buyer's pnor written consent: and
b Seller snail fully cooperate w•th BuyE:r to facilitate approval by the
C1ty of Wheat Ridge of a future subdiVISIOn and/or consolidation of the Property w1th other
adjacent propertieS owned or to be owned by the Buyer subseQuent to clos1ng Th1g
obligation shall survive closmg
6
9. Risk of Loss Loss or damage to the Property from any cause. mcfudtng.
but not limited to. fire. vandahsrn. or acts of God from the Effective Date until the Closing
Date and the delivery of the deed. shall be at the nsk of Seller. If pnor to Clostng. the
Property IS destroyed or damaged in whole or in part. th1s Agreement may be termtnated
at the option of Buyer by givtng wntten nottce to Seller witl1m th1rty ( 30 l days of the date
of such damage. If Buyer does not term1nate as provided above. Seller shall ass1gn to
Buyer at Closing all right and mterest 1n any 1nsurance proceeds as a result of such -(
damage
10. Closing. The closing of the sale of the Property from Seller to Buyer (the
"Closing") shall take place on or before 30 days tolfow1ng expiration of tl'le Inspection
Penod at a time and location mutually agreed upon. Buyer may. additionally. if necessary
for financing or redevelopment plans. upon 3 days wntten not1ce to Seller. extend the
Clostng Date by up to an additional 45 days. At Closing:
a Buyer shall pay to Seller the Purchase Price by certified check
cashier's check. w1re transfer. or other immediately ava1lable funds acceptable to
Seller. less any prorations prov1ded for herein
b . Seller shall convey fee simple t1tle to t11e Property to Buyer by special
warranty deed, (the "Deed").
c. Seller shall convey any Personal· Property by a Ourtclaim 8111 of Sale
d. Seller will complete a non-fore1gn affidavit satisfying Section 1445 of
the Internal Revenue Code and a Colorado Form DR-1083.
Seller will cause the l1tle Company to unconditionally comm1t to
issue to Buyer promptly after Closing). the Title Polley, subject only to the
Perm•tted Exceptions.
f. Buyer will complete a transfer declarat1on as required by Colorado
law
g Seller and Buyer shall execute Closing settlement ~ tatements lo
reflect the charges. costs. credits prorations and adjustments contemplated by
this Agreement and other documents reasonably requ1red by the Title Company
and shall provtde the Title Company and the other Party with cop1es of resolutions or
other authonty authorizing such Party to consummate the transactton.
h
to Buyer
At Closing. Seller shall deliver exclusive possess1on of the Property
1 The parties shall each do or cause to be done such other matters
and things as shall be reasonably necessary 1o close the transaction contemplated
herein.
7
J. Each party shall pay one-half ('12) of any charges rrnposed by the T1tle
Cornpany to prepare the clostng documents and provide Similar closing services
11. Restrictive Covenant. At Closing, Buyer and Seller shall execute and
cause to be recorded the Restnctive Covenant attached hereto as Exhibit C.
12. Special Taxing Oi_stricts Seller hereby make& the following dtsclosure to
Buyer: SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL
OBLIGATIONS INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM
ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS
PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR
INCREASED MILL LEVIES AND TAX TO SUPPORT THE SERVICING OF SUCH DEBT
WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A
DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE
IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE SPECIAL TAXING DISTRICTS
IN WHICH THE PROPERTY IS LOCATED BY CONTACTING THE COUNTY
TREASURER. BY REVIEWING THE CERTIFICATE OF TAXES DUE FOR THE
PROPERTY. AND BY OBTAINING FURTHER INFORMATION FROM THE BOARD OF
COUNTY COMMISSIONERS. THE COUNTY CLERK AND RECORDER. OR THE
COUNTY ASSESSOR
13. Brokerage Commissions. Buyer and Seller each hereby warrant and
represent to the other that it has not dealt with any broker 1n connection with the
transaction contemplated here1n. Each Party shalt to the extent perm1tted by law.
indemnify the other against and hold the other harmless from any claims for fees or
commiSSIOns from any broker or finder w1th whom e1ther of them has consulted or
negotiated with regard to the Property.
14. Assignment; Binding. This Agreement shall be binding and effect1ve on
and inure to the benefit of the successors and ass1gns of the parties hereto. subject.
however. to the next sentence. Any assignment hereof shall be •n writ1ng and shall require
the prior written con~ent of the non-assrgnmg Par1y. which will not unreasonably be
wrthheld. Buyer shall have the nght to assign this Agreement to a related entity that ~~
wholly controlled or owned by Buyer.
15. Attorneys' Fees. In the event that a lawswt ·~ brought to enforce or
interpret all or any portion of this Agreement. each Party shall bear 1ts own costs and
expenses including, without hmttatton attorneys' fees. Incurred 1n connect1on with such
suit.
16. Remedies. In the event of any breach or default under thts Agreement by
Buyer prior to Clostng, Seller shall. as Seller's only remedy. be ent1tled to terminate this
Agreement and both Seller and Buyer shall be relieved of any further obligations or
liabilities hereunder except as expressly provided 1n thts Agreement. In the event of any
breach or default by Seller at or prror to Closing. Buyer may elect tot eat th1s Agreement
as terminated and both Seller and Buyer shall be reheved of any further obligations or
8
1
i
I
liabilities hereunder. or Buyer may elect to treat this Agreement as being in full force and
effect and may seek specific performance from a court of competent jurisdiction.
17. Notices. All notices provided for herein shall be in writing and shall be
deemed given to a party when a copy thereof. addressed to such party as provided herein,
is actually delivered or refused, by personal delivery. by commercial courier or overnight ~
delivery service. or by successful facsimile transmission with printed confirmation of
receipt, at the address of such party as provided below.
If to Seller:
With a copy to:
If to Buyer:
With a copy to :
Kenneth Johnstone, Executive Director
Wheat Ridge Housing Authority
7500 W. 381h Avenue
Wheat Ridge, Colorado 80033
Fax: 303-235-2857
Gerald Dahl
City Attorney
7500 W. 381h Avenue
Wheat Ridge, Colorado 80033
Fax: 303-235-2857
Jim Hartman
Fruitdale School Partners LLC
2120 Bluebell Avenue
Boulder. Colorado
Email: jlm@hartmanelyinvestments.com
Eric Clayman
Rocky Mountain Charcuterie
1575 Central St
Denver. Colorado 80211
denverbaconcompany@gmail. com
John Gstalder
The Louisville Law Group. P.C.
1400 Main Street, Suite 200
Louisville. Colorado 80027
j.gstalder@thelouisvillelawgroup.com
18. Governing Law. The validity and effect of this Agreement shall be
determined in accordance with the laws of the State of Colorado. Jurisdiction and venue
for any litigation concerning the same shall be proper and exclusive in the Jefferson
County District Court.
9
19. Condemnation. In the event that any port1on of the Property shalf oe taken
in condemnation or under the nght of eminent domain after the date of mutual execut1on
hereof and before the Closing. Seller or Buyer may terminate th1s Agreement and all
parties shall oe released from any further obligations hereunder except as expressly
provided 1n this Agreement. or the part1es may agree that the description of the Property
w1ll be modif1ed to exclude the portion of the Property so condemned . If neither party
terminates this Agreement hereunder. Buyer shall be entitled to all proceeds of such
condemnation act1on and to assert all of the rights of the respondent 1n such 17'\
condemnatton proceeding, whether occurnng t.>efore or after the Clostng \..-'
20. Partial Invalidity. In the event that any condit1on. covenant or prov1s1on
herem contained is held to be illegal 1nvalid. unenforceable or void by any court of
competent jurisdiction prior to Closing, such detenninat1on shall not affect the remaining
provisions of this Agreement. or enforceability of the Agreement as a whole, and in lieu
of each provision of th1s Agreement that is 1llegal, invalid. unenforceable or vo1d a
provision similar in terms will be added to th1s Agreement. if possible, wh1ch provision
shall be legal. valid and enforceable·
21. Computation of Time. If any event or perfom1ance hereunder is scheduled
or reqUired to occur on a date wh1ch IS on Saturday. Sunday or legal state or federal
holiday in Denver or Wheat Ridge. Colorado such date shall not be considered a
'business day· hereunder. and the event or performance shall be required to occur on the
ne>ct day wh1ch is a business day rn Denver or Wheat R1dge Colorado.
22. Waiver. No nght under this Agreement may be waived . except by wntten
1nstrument executed by the Party who is waiving such nght. Any Party hereto may at
any time or times. at 1ts election. wa1ve any of the conditions to 1ts obligations herelJnder
by a written wa1ver expressly detailing the extent of such wa1ver (and no other waiver
shall be effective for any purpose). The waiver by either Party of any right or agreement
in this Agreement shall not be: deemed a wa1ver of any subsequent breach of the same
or any breach of other right or agreement contamed 1n th1s Agreement
23 . Counterparts: Execution. This Agreement may be executed in counterparts
and. when counterparts of th1s Agreement have been executed and delivered by both of
the Parties hereto th1s Agreement shall be fully b1nding and effective JUSt as if both f
the Part1es hereto had executed and delivered a smgle counterpart hereof Without
limiting the manner in which execution of th1s Agreement may otherwise be effected
hereunder. execution by either Party may be effected by facs1m1le transmiSSIOn of a
signature page hereof executed by such Party If e1ther Party effects ex8cut1on irt such
manner such Party shall also promptly deliver to the other Party the counterpart
physically s1gned by such Party. but the failure of such Party to do so shall not Invalidate
the execution hereof effected by facs1m11e transmission.
24. Entire Agreement; Amendment. Th1s. Agreement contams the ent1re
understanding and agreement between the Part1es w1th respect to the SL1bject matter
hereof and supersedes all pnor comrnrtments understandings. warrant1e~ and
iO
negotiations. all ot which are by the execut1on hereof rendered null and vo1d No
amendment or modification of th1s Agreement shall be made or deemed to have been
made unless in wntmg. executed by the Party or Parties to be bound thereby.
25. Effective Date. The Part1es 1ntend that th1s Agreement shall be vahd and
effect1ve from and after the date fully executed by both Parties and actually delivered t
and acknowledged by the T•tle Company (the ''Effective Date··).
IN WITNESS WHEREOF. the Parties have executed thts Agreement on the dates
set forth below
1 I
STATE OF COLORADO )
SELLER:
WHEAT RIDGE HOUSING AUTHORITY
By: k'~nne~~ r. J~ohns +h~
Name:=-----~------~---+---
Title: ~--<~~o~loo!!I!!!:.~L.,lo:.--'-"...L...I-~~~~
) ss:
COUNTY OF JEFFERSON )
The foregoing Agrerment for Purchase a,nd Sale o! R~al Prope~wa: acknowlfdged ~fore me this. 'i_t day of ( ·tdL· . /[I . by ~~l~~fi,IBS ~h.f.;..,e ~l~O ; of Wheat Ridge Housing Authority, Seller.
WITNESS my hand and official seal.
t I ·I ~ ( r·tl) I ~ J_l I r -l My commission expires: ---'-J.....::v~)lr-----!...-.J.... --.:.·_L ~/ ___ _
M!LIIIA MACICEV
NOTAI?V PU8UC
STATE OF COLORADO
NOTARY 10 20134042377
MY COMMISSION EXPIRES JULY 9. 2017
Notary Public -
12
'2-
STATE OF COLORADO )
) ss:
COUNTY OF JEFFERSON)
BUYER:
Fruitdale School Partners LLC
MEUSSA MACKEY
NOTAl?¥ PUBUC
STATE OF COlORADO
NOTAI?Y tO 20134042377
MY COMMISSION EXPIRES JULY 9. 2017
The foregoingAgreement for Pur(chase and Sale of Real Property was acknowledged
before me this Si£• day of u_1r(\L .. L\c), by, , ... 1tl•:1t "-·\l.~·h .. ~. as M~e of f;~P~~o. . a Colorado 1 1\\\1 { l \ l ~~~lit.:. corporation.
p~~u-c-)
WITNESS my hand and official seal.
J I t. 1 -~, ' 1 . I .. -._ My commission expires: ~.-lj ) .. L I .
\ N1£1f~licl'! ll t h.~ k \ \ J
13
l!}
EXHIBIT A
Legal Description of the Property
A PARCEL OF LAND SITUATED IN THE NORTH 1/2 OF SECTION 21. TWP. 3
SOUTH. RANGE 69 WEST OF THE SIXTH PRINCIPAL MERIDIAN. COUNTY OF
JEFFERSON. STATE OF COLORADO.
BEGINNING AT A POINT ON THE NORTH LINE OF THAT CERTAIN PROPERTY
DESCRIBED IN RECEPTION NO 86049897 BEING THE NORTHERLY RIGHT OF
WAY LINE OF WEST 44TH AVENUE . SAID POINT ALSO LYING 642.56' NORTH OF
THE CENTER OF SAID SECTION 21 ON THE N/S CENTERLINE OF SAID SECTION
21. SAID POINT BEING THE POINT OF BEGINNING THENCE N.89°34'27''W.
ALONG SAID NORTH LINE . A DISTANCE OF 99 01 FEET TO THE SOUTHERLY
EXTENSION OF THE WESTERLY LINE OF THAT CERTAIN PROPERTY
DESCRIBED IN BOOK 9. PAGE 451; THENCE N.00°18'35 "W. ALONG THE SAID
WEST LINE AND ITS SOUTHERLY EXTENSION. A DISTANCE OF 261 17 FEET TO
THE NORTHWEST CORNER OF SAID PROPERTY; THENCE N.89r'41'25"E . ALONG
THE NORTH LINE OF SAID PROPERTY. A DISTANCE OF 198.00 FEET TO THE
NORTHEAST CORNER OF SAID PROPERTY: THENCE S 00°18'35"E ALONG THE
EASTERLY LINE OF SAID PROPERTY AND ITS SOUTHERLY EXTENSION . A
DISTANCE OF 263 36 FEET TO THE NORTH LINE OF THAT CERTAIN PROPERTY
DESCRIBED IN RECEPTION NO 86049897 THENCE N 89°46'46"W. ALONG SAID
NORTH LINE. A DISTANCE OF 99.01 FEET TO THE POINT OF BEGINNING
CONTAINING 51 ,946.36 SQUARE FEET OR 1 1925 ACRES MORE OR LESS
THE BASIS OF BEARINGS FOR THE ABOVE DESCRIBED PARCEL OF LAND IS
PLATTED ON FRUITDALE PATIO HOMES TO BE N.00°09'23"W FROM THE EAST
1/4 OF SECTION 21 . TWP. 3 SOUTH . RANGE 69 WEST OF THE 6TH PM TO THE
NORTHEAST CORNER OF SAID SECTION. SAID EAST 114 BEING A 3 1/4' BRASS
CAP AND POST SET IN RANGE BOX STAMPED LS 13212 PER THE MONUMENT
RECORD AND THE NE CORNER BEING STAMPED LS 13212 1984 PER THE
MONUMENT RECORD.
Together w1th certam lands to the north and ~ast of Property wh1ch are Intended to be
mutually swapped through a land transfer process between the school d1stnct and the
housing authority and/or city.
14
EXHIBIT B
DUE DILIGENCE MATERIALS
If or to the extent 1n the Seller's possession. or accessible to Seller:
1 All soil tests. structural engineering tests. ADA surveys, masonry
tests. percolation tests. water oil. gas or m1neral assessments. tests or reports. radon.
formaldehyde. PCB. asbestos or other environmental tests reports, abatement and/or
containment plans. audits or reports. and site plans related to the Property
2 Parking. structural. mechan1cal or other building reports and
engineering reports or studies related to the Property and any and all plans.
specifications. structural diagrams. working and as-built drawings architectural plans or
studies. grading plans. utilities drawings. topographical maps and s1milar data w1th
respect to the Property.
3. Copies of any title insurance policies and surveys covenng the
Proper1y in Seller's possession or control.
4. All certificates of occupancy. permits. authorizations. approvals and
licenses issued by governmental authorities having junsdiction over the Property. all
certificates issued by the local board of fire underwnters (or other s1milar body) relat1ng
to the Property and the results of any and a111nspeclions. investigations. tests and
studies w1th regard to zoning. buildmg codes and other governmental regulat1ons or
entitlement matters.
5 All documents in Sellers possession. if any. concermng water rights
relating to the Property. includrng without limrtation all rrghts to water wells. riparian
nghts. d1tch rights or shares of water nghts, rf any
6 Statements for utilities. 1f any payable for the current calendar year.
and any pnor years available
7. Cop1es of all insurance pothes (or certificates evidencmg such
policies) mamtarnea by the Setter with respect to the Property rnatntained by the: Seller
wrth respect to the Property.
8. A general list of any and all furn1ture fixtures. and eqUipment that is
to be excluded from the Property
9. Any other relevant documentatton. such as tax abatement
agreements. easement agreements. railroad agreements. drainage agreements special
improvement or metropolitan district agreements. ground leases and the like 1f
applicable.
15
...... 1•.)
EXHIBIT C
Restrictive Covenant
THIS RESTRICTIVE COVENANT ("Covenant") is made and entered into as of the
_5__ day of ll'tt\ t\ . ..(lt by and between the Wheat Ridge Housing Authority , 1 _
(the "Authority") and Fruitdale School Partners. LLC(the "Buyer"). whose address is10290 v-
W. 551h Lane. #201 , Arvada .. Colorado 80002. together referred to as the "Parties."
RECITALS
A. The Authority is the owner of the real property and all appurtenances and
improvements located thereon located in the County of Jefferson. State of Colorado more
particularly described on Exhibit A attached hereto and fully incorporated herein by this
reference (the "Property").
B. The Buyer is the contract purchaser of the Property.
C. As condition of the sale of the property by the Authority to the Buyer. the
Authority and the Buyer have agreed that certain restrictions shall be placed upon the
future use of the Property. and have further agreed that such restrictions shall take the
form of this restrictive covenant. execution and recording of which is required by the
terms of the purchase contract between the Parties . and shall take place simultaneously
with recording of the deed transfernng the Property from the Authority to the Buyer.
NOW. THEREFORE in consideration of the above recitals . which are fully
incorporated herein by this reference, and other good and valuable consideration. the
delivery, receipt and sufficiency of which are acknowledged, the Parties agree as follows:
1. The word "Fruitdale" in some form shall always be made a part of the name
of any school. business. or other operational facility maintained on the Property.
2. The historic qualities of the exterior of the principal building on the Property
(including. without limitation. brickwork and architectural details) shall be preserved.
modified and maintained In reasonable compliance with preservation standards adopted
by the National Park Service and the Colorado State Historical Preservation Office in
order to maintain the building's status on the national register of historic structures.
3. Buyer must diligently pursue securing all necessary entitlements. financing,
etc. to commence and complete construction in a timely way. Buyer intends to use the
Property for an artisanal meat company, residential apartments and other public or semi·
public uses. Buyer agrees to enter into a development agreement prior to closing on the
property that establishes additional timely performance benchmarks to achieve those
intended uses of the Property.
16
4 Until such t1me as the renovation work on the pnnc1pal bu1ld1ng on the
Property has been substantially completed and the bu1ld1ng returned to functional use.
the Buyer shall not transfer legal title to any portion of the Property (by deed. Inheritance
or otherwise). and the Buyer shall not mortgage or place any other lien or encumbrance
on the Property. unless the same is expressly by 1ts terms subordinate to the terms of this
Covenant. Notwithstandtng the foregotng. the Buyer may transfer the Property to a related
entity that is wholly owned or controlled by the Buyer Any transfer in violation of this
paragraph shall be void and of no effect. and any attempt to do so shall cause the Property
to revert to the Authonty
5. The benefits and burdens of this Covenant are acknowledged by the Part1es
as touching and concerning the Property. and they shall be perpetual and shall run w1th
the land and upon every conveyance. mortgage. lien or encumbrance thereof. and shall
be b1nd1ng on all successors and assigns of the Parties. unless released by wntten
1nstrument executed by the Authority acting in tts sole and exclusive discretion upon a
writ1en request by the Buyer or any successor. The Parties agree that should the Authority
cease to exist for any reason all nghts. obligations. benefits and burdens of the Authority
herein shall be deemed to have been assumed by the City of Wheat Ridge. Colorado. as
the Authorrty s sole legal successor tn interest.
6. All interests tn real property aris1ng under this Covenant shall vest. tf al all .
withtn 21 years of the death of the last to die of the Colorado U.S. Congress1onal
delegation rn office upon the date hereof.
7 This Covenant shall be governed and construed 1n accordance with the laws
of the state of Colorado Venue and jurisdtction for any action ansmg under thiS covenant
shall be proper and exclustve m Jefferson County. Colorado.
8. Thts Covenant. together wrth the deed to the Buyer of even date herewith
conveyed by the Authonty to the Buyer and recorded stmultaneously herew1t11. constitute
the whole agreement between the Part1es on the subjects contarned herein. and no
additional or different oral representatton . promrse or agreement shall be binding on the
Parties wrth respect to the subject matter of thts Covenant
9. No provrston of this Covenant may be we~ived except by written tnstrument
s1gned by the Party to be charged w1th such waiver. Either Party may enforce its nghts
under this Covenant by a ctvtl action for rn1unctron or spec1fic performance or any other
appropriate remedy. Fatlure by any Party to thts Covenant to enforce any provision of this
covenant shall not constitute a waiver of such proviston. and no watver by any party to
this covenant of any prov•s•on of this covenant on one occasion shall constitute a waiver
of any other provisron or of the same proviston on another occas1on
10 Thts Restrictive Covenant shall be filed for record with the office of the
Jefferson County Clerk & Recorder.
17
IN WITNESS WHEREOF the Parttes have e)Cecuted thts Restrrct1ve Covenant on
the dates set forth below. tntendtng that it be valid and effective from and after the date
of such recording.
18
STATE OF COLORADO )
COUNTY OF JEFFERSON)
) ss:
ame. title] j~ ~
~
The foregoing Restrictive Covenant was acknowledged before me this ~ay of
~. Uf~ . by.~~ as M.At4,A~ of
Ff2=a 'C t>Af@-~~ ~EEV 1? uti.
My commission expires: _)wY.t....\.:...;~:::..:j~,..-(_· ..!...\ \_\
1...~.._1.:.....)_{_\ -..:r ..J:.__ __
MIUIIA MAeKIV
NOTARY PUBUC
STATE OF COLORADO
I NOTARY 10 20134042377
MY COMMISSION EXPIRES JULY 9, 2011
20
MELIIIA MACICEV
NOTARY PUBUC
STATE OF COLORADO
NOTARY ID 20134042377
MV COMMISSION EXPIRES JULY 9. 2017
WHEAT RIDGE HOUSING AUTHORITY
19
Exhibit A
Legal Description of the Property
A PARCEL OF LAND SITUATED IN THE NORTH 1/2 OF SECTION 21 . TWP. 3
SOUTH. RANGE 69 WEST OF THE SIXTH PRINCIPAL MERIDIAN. COUNTY OF
JEFFERSON. STATE OF COLORADO:
BEGINNING AT A POINT ON THE NORTH LINE OF THAT CERTAIN PROPERTY
DESCRIBED IN RECEPTION NO. 86049897 BEING THE NORTHERLY RIGHT OF
WAY LINE OF WEST 44TH AVENUE . SAID POINT ALSO LYING 642 .56' NORTH OF
THE CENTER OF SAID SECTION 21 ON THE N/S CENTERLINE OF SAID SECTION
21, SAID POINT BEING THE POINT OF BEGINNING: THENCE N.89"34'27"W
ALONG SAID NORTH LINE. A DISTANCE OF 99.01 FEET TO THE SOUTHERLY
EXTENSION OF THE WESTERLY LINE OF THAT CERTAIN PROPERTY
DESCRIBED IN BOOK 9. PAGE 451 : THENCE N 00~18 '35 "W. ALONG THE SAID
WEST LINE AND ITS SOUTHERLY EXTENSION. A DISTANCE OF 261 17 FEET TO
THE NORTHWEST CORNER OF SAID PROPERTY; THENCE N.89°41'25"E. ALONG
THE NORTH LINE OF SAID PROPERTY. A DISTANCE OF 198 00 FEET TO THE
NORTHEAST CORNER OF SAID PROPERTY; THENCE S.00"18'35"E. ALONG THE
EASTERLY LINE OF SAID PROPERTY AND ITS SOUTHERLY EXTENSION. A
DISTANCE OF 263.36 FEET TO THE NORTH LINE OF THAT CERTAIN PROPERTY
DESCRIBED IN RECEPTION NO. 86049897· THENCE N 89°46'46''W. ALONG SAID
NORTH LINE. A DISTANCE OF 99 01 FEET TO THE POINT OF BEGINNING.
CONTAINING 51.946.36 SQUARE FEET OR 1 1925 ACRES MORE OR LESS
THE BASIS OF BEARINGS FOR THE ABOVE DESCRIBED PARCEL OF LAND IS
PLA TIED ON FRUITDALE PATIO HOMES TO BE N.00°09'23"W FROM THE EAST
1/4 OF SECTION 21. TWP. 3 SOUTH. RANGE 69 WEST OF THE 6TH PM TO THE
NORTHEAST CORNER OF SAID SECTION. SAID EAST 1/4 BEING A 3 1/4' BRASS
CAP AND POST SET IN RANGE BOX STAMPED LS 13212 PER THE MONUMENT
RECORD AND THE NE CORNER BEING STAMPED LS 132121984 PER THE
MONUMENT RECORD
Together with certa1n lands to the north and east of Property wh1ch are intended to be
mlJtually swapped through a land transfer process between the school district and the
housing authority and/or city.
21
EXHIBITC
Site Plan
[To Be Attached]
22
EB •
Fruitdale Lofts
Scale 1" = 60'
o--_so 100 --
copyright: Hartman Ely Architecture LLC
_j
44th Place
future new
fire hydrant
~
Land Swap Area •1
approx 110' x 140'
existing landscaped
area remains as is
with maintenance
new landscaped
& irrigated area
patio ( typical )
4' sidewalk
accessible route
bbq area ·-
children's play area
(E) 3 existing
trees
Apl.16 -
ex1sting fire hydrant
at SW corner of
adjacent property
trees
sanitary sewer line
Xcel transformer
ground mounted solar panels
... ----
(E) curbcut
future shared access road
potential future preschool addition
( alternate layout shown )
Existing
Norma Anderson
Preschool
(E)
parking am
West 44th Avenue
fire line & water line
EXHIBIT D
Developer's Pro Forma
[Attached]
23
Confldentltl Comm.W.I tnd FiNndtllnfonnltk>n-Exempt From Public: Olsdosllre Jn Ac:ootdance with the Cok>rado Public Records Act
Mod~l Version 18 fruitdale lofts-Hartman Ely Investments
ProjK1 Annual Cash Flows Procr•m: 16 apartments unit indudin1 S 1ffordable and 11 market r1te
1 I~ v• ,. < ( l I ~ ~\ ,
lttCOme ond Dhposlflo" PrfxHds
Net Operatinc Income $
tltlon-Year 15 $
Tot1l Protect Revenue S
O.WioptMnt Cosh:
SlteAcqui5AJon 5 O.sfcn & Support Profftslonlh 5
PennltslaFees $
DeYeklpef expenMS I fee $
Soft COlt conttnaency $
Htrd Cost~ $
Hard Cos1 contt!J:!!!9: $
Total ~ent Costs ol. flnandna S
Unlf!Yered C.sh flows without Subsidy $
't'Jeld on Col:t -no .sub.sid)' s
Vn~redl'ro}KtiRif
Sululd'-•
Clty of When Aide• $
Wheat Rkft:e Houslnt: Authority $
HOME funds· JeffCo $
Enterprise Zone Equipment T•• Credit -JeffCo $
St1te HlstcM'kal fund l"lnt
Temple Sud liB"'
HfTC & SITC • Tu Credit PrOOMds $
ToliiSubskf'es I P1Uent Capital $
C.~h FkJwl &.fort Fln.ndnc (0:805) $
~ld on TotOI Colt after SubJidleJ s
Unk..,..redProj«tlltlt
l"~'",-I ( A~l ~ ~~·
Fltt0ttd"9-Comnwrdol Loon
C.lendtr ve•rs 201S
ProfKtYe•rs :1
~
2,619,24S
2 129 5
4,749,081 0
(10)
(l42.S00) (150,000)
(o107,100)
{225,500)
{117.0121
{3,&59,7321
~66,9731
(5,218,127) (150,000)
(469,746) (150.000)
(5,218.117) ......
470,(0)
170/XX)
640.000
9,999
1725,071
3,015,070 0
2,545,.324 (150,000)
{.f,J5J,257}
u"
2016
2
0
(10)
(192,500)
{407,1001
(225,500)
(117,012)
(3,859,732)
B"·'nl (5,06a,l27)
(5,068,827)
470,(0)
170.000
419.570
1,059.570
(4,1)09)57)
loin Proceeds S 1,648,147 1,648,147
Lo1n Costs S (116,676) (116,676)
2017
123,7.st
123,7S4
123,754
H"
220,430
9,999
230,429
3St,1&3 .. ,,.
Inlet est Rewrwe • op«atlnl;st•rtup S 0
lntet"est Onty t.o.n Payments S (90,687) (90,687)
2018
l
175,302
175,302
175,302
""
1 n5,071
1,725,071
1,9C0,373
45""
2019
l
175,877
11s.an
175,177
""
175,8n ....
2020
176,•U5
176,425
176,425
""
176,425
.,.
2021
~
176,946
176,946
176,946
J . .f.
176,946
.f.JJC
2022
i
177,437
177,07
177,437
""
177,437
""
202)
177,197
177,897
177,897
""
177,897
.,.
2024
l
171U26
178.326
171,.326
""
171,326
......
2025
1
178,n1
171,721
178.721
J.,.
178,121
.,.
2026
.Ill
179,081
179,011
179.0S1
J.4"
179.0S1
""
2027
ll
179,405
179,405
179,405
J.4"
179,405
4J"
2028
ll
179,691
179,691
179,691
""
179,691
.,.
2029
u
179,937
179,937
179,937
""
179,937
.f.J.
20)0
1!
180,142
1110,142
180,142
J.S"
180,142
4J"
20)1
.u
1110,304
2.129,835
2,310,139
2,:uo,139 .. ,.
2,310,139
ss.s•
AtnortlllnfloanP-vments S (1.572,111) (112,344) {112,344) (112,344) (112,lU) {112,344) (112,344) (112,344) (112,344) (112,.344) (112,344) (112,344) (112,344) (112,1441 (112,.3~4)
L01n Ref)!yment It Ob.positk»n S (1,145,7791 (1,145,779)
Tot1l 8ulkflna LOin S 11,277,106) 0 1.532,171 (90,687) (112,344) (112,3UJ (112,344) (112,.344) (112,344) (112,344) (112,.344) (112,344) (112.344) (112,3441) (112,344) (112,344) (112,344) (1,251,123)
AnnuOI DSC/t on Commerdo# Loon ogo~ttsr NOI I.J6 1.56 157 l.57 1.51 JSI lSI 1.59 159 J.SJ 160 160 160 160 I 60
City oM/ WRHA ot copltol porlMn
Oty of WhMt Rktt• ·patient ca!)ft•l S 1,925,000 1,925.000
Jnterut only p8yments (1.5~ 1tter c:onstrUdJon) S {21,875) {21.175)
Repayment from Tn Credit Proceeds & Home Funds S (1,925,CXJO) (199,929) (1,725,0711
Tot1l · COWA Pltlent capltll $ (28,875) 0 1,925.000 (199,9291 (1,153,946)
WhNt Rldie Housi"l Authority· pabent capilli oiOO,OOO 400,000
Interest only paymentJ (S.OK,. st1rtlna In Y7) S (170,774) (18,975) (11,.975) (11,975) (11.975) (18,975) (11,975) (18,975) (11,975) (18,975)
Repayment from Home funds & Y1.5 ut. S (400,000) (20.501) !379,499)
Tot1l· WRHA pat~t e~plt1l S (170,774) 0 400/XX) (20,501) 0 0 0 0 0 (11,975) (18,975) (18,975) (18,975) (18,975) (11,915) (18,915) (18,975) {398,474)
C.sh flows After Debt Servk:ll & P1tlent C.pftal {CfADS) 1,()68.569 (150.000) (152,1)86)
Cuh onC.sh s (JIJ2.1J86)
Uwredl'f¥ctltllf J7.J"
NI'V.JS" s J7,779
43,067 34,083
J4.J" JJ.JX
63.533 64,082 64.602
""" """ 2L4"
Proximity Grun
Revision Date 2/1/2016
Print D1te: 2/1n.016
65,093 46,579 4711J7 47,403 47,763 <8,087 41,372 41,619 41,123 65l,s43
us• 15 .... 15.6X JS.~ IS."' 15.9" 16-"1< J6 J" J6.21' 2l6J"
Confidentiel Commerc&llend Flnendll Information-Exempt From Public Dil.dosure in Accordence With the Colondo Public Records Act
Fruitdale lofts. Hartman Ely Investments
Sources end Uses, Income Tax Oedit Clk:ulattons
u ...
Item
Gross Buildlnc
Net Rentable
t7,r:JJJ sf
13,755 sf -She .c:qutsfdon & dos.lnc costs S 10
o.sftn & support ptOfeulonah S 342,500
Permits & Fea S 407,100
D~ upensn & fee S 225,500
Soft cost contlnatnCY S 117,012
Hard costs S 3,859,132
Hwd cost c:ontlrc~ S 266,973
Flnandnl Costs S 116,576
T~ ~ lud .. t $ 5,135,503
Sources -lnltJalsource• used to fund construdlon a dewk>9ment
G..., Is
City of Wheat R~1e
Whut Rktce Houq Authority
HOME funds· Jefferson County
!!!!!!
Ent~ Zone Equipment Tu Credit· Jefferson County
St1te Historical Fund ar-nt
Temple BuefiJfllnt
Tcu o.dff Amourtt•
'Ta Credit Investor fundlnt: · Hlstork
Tu Credit lrwestor fund:inl::;.,~~~s:-:;,=:..,:-,-onc.,.-<>M-:-::Solo<-:-':"r.,--c:cn-di-::r amCU'It•
Patknt c.ltal
Oty of Whnt Rldp • ~!.nt capftal
Whut Rlda« Hous.,. Authority· pltlent upittl
Subfotal Sulnldlu a htNnf Ccrplraf
Od>tAEqulty
Future amounts
220,430 s ..... s
ml!!!WII
1,542,268
., 10)
1,725,071
Initial Fundl"l
~
470,r:JJJ
170,(XX)
419,510
1,925,(XX)
<100,000
"i3ii:s70
li.Im!
0"" ....
7,6,.
42"
22%
72.3"
'"" 22%
100.0'
li.Im! .....
)2%
7 ....
00..
0.0..
0.0..
361"
75"
Commercial I.DWI s 1,541,847 30.9K
Esulty • Frultdlle Schoof Plftnen $ )02,086 S.~
Tatel Fundftlc SaWCH $ 5,135,503 1003
Income Tu Credits· Hlstork (HtTC), So&.r CSITC), and EnterpriH lone (EZEfTC)
CythMncCosts ~ &!SJ:l
FH«rol So6»r lncoi"M Tu Crftlk
Qualifyfnc CostJ
srrc value I:JOK of qut11¥nc casts)
FH«aa Hhtorlc lncotM Tu O.dif
OulllfylncCosts
HrTC v.1ue (~of qualltylnt: costs)
Stat. Hlltorlc 1ttcotM Tu o.dlt (CCJII•f $1,000,000 """'"I
QUIIityfn&Costs
HITC vMue (JOK of quallfvtna costs with $2M cep)
Qualf¥nl Costs
HfTC v.tue (~of remtfntnc Qt.llilfy'il'll costs with $2M cap)
324,718
4,660,402
4,660.~
2,660,402
Subtot1l Fedetll Solar & Historic ..Mt State Hhtoric lnc:orne Tla Credits
Stot. fnterpi'IN ZotM Eq~me"t lnconw To cn•t rir J.fl-twtt Cocmty
97,415
932,08)
600,000
400,000
2,029,496
~ ~
$ 0.00 s 0.00 s 20.15 s WJO
$ 23.9S S 29.60 s 13.26 s 16.39 s 6.18 s I.SI s 227,04 s 210.51
s 15.70 s 19.41 s .... s 8.48
s 313.15 $ JI7.JO
MoW
future funds benefit operetlonal e~shftowo
benefits openrtlonal cuhftow
Fedefll HITC funds may not be walllbtt
(pendi"l furth«, detallitd rwf9w)
HI'TC and SITC funds benefit profec:t 1fter oonsttuc:tlon
Qualf¥nt Costs • lpt. cabinets & 1pPII~ tnd solar s.,tern S 333,303 rltduced by SITC tmounts tbove
EZEITC vtlue ("'of qutUfyf,. costs)
Total ~l..d Stat. Income Tu Credtt hnefttl
.....
2.039,495
Proximity Green
Revision O.te. 2/l/2016
Print Dlte: 2/1/2016