HomeMy WebLinkAboutPurchase Agreement 7690 W 38thDEN-122580-11
PURCHASE AND SALE
AGREEMENT
between
Quadrant Wheat Ridge Corners, LLC
and
Wheat Ridge Urban Renewal Authority,
d/b/a Renewal Wheat Ridge
for
7690 W. 38th Ave.
Wheat Ridge, CO 80033
dated
January 3, 2017
TABLE OF CONTENTS
1. DEFINITIONS AND USAGE .............................................................................................. 1
1.1 Definitions ................................................................................................................... 1
1.2 Usage ........................................................................................................................... 4
2. PURCHASE AND SALE ...................................................................................................... 4
2.1 Purchase and Sale of Property .................................................................................... 4
3. PURCHASE PRICE AND PAYMENT ............................................................................... 5
3 .1 Purchase Price ............................................................................................................. 5
3 .2 Earnest Money ............................................................................................................ 5
3.3 Payment of Remaining Balance of Purchase Price ..................................................... 5
4. BUYER'S DUE DILIGENCE .............................................................................................. 6
4.1 Property Files .............................................................................................................. 6
4.2 Title Commitment and Survey .................................................................................... 7
4.3 Physical Inspection ..................................................................................................... 7
4.4 Buyer's Termination Right and Buyer's Objections .................................................. 8
4.5 Environmental Remediation and Termination Right.. ................................................ 9
4.6 Effects of Buyer's Termination ................................................................................ 10
4. 7 AS IS. WHERE IS .................................................................................................... 10
4.8 Easement Agreement ................................................................................................ 10
5. CLOSING ............................................................................................................................. 10
5.1 Closing ...................................................................................................................... 10
5.2 Extension of Closing ................................................................................................. 11
5.3 Documents and Other Items to Be Deposited by Seller ........................................... 11
5.4 Funds and Documents to Be Deposited by Buyer .................................................... 12
5.5 Buyer's Closing Conditions ...................................................................................... 12
5.6 Seller's Closing Conditions ...................................................................................... 13
5.7 Closing Costs ............................................................................................................ 13
5.8 Prorations .................................................................................................................. 13
5.9 Possession ................................................................................................................. 14
6. PRE-CLOSING COVENANTS ......................................................................................... 14
6.1 Seller's Affirmative Covenants During the Interim Period ...................................... 14
6.2 Seller's Negative Covenants During the Interim Period ........................................... 14
6.3 Buyer's Negative Covenants During the Interim Period .......................................... 15
7. REPRESENTATIONS AND WARRANTIES ................................................................. 16
7.1 Seller's Representations and Warranties .................................................................. 16
7.2 Buyer's Representations and Warranties .................................................................. 18
8. RISK 0 F LOSS .................................................................................................................... 19
8.1 Allocation of Risk ..................................................................................................... 19
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8.2 Taking Prior to Closing ............................................................................................. 20
9. BREACH .............................................................................................................................. 20
9.1 Notice of Default and Remedies ............................................................................... 20
9.2 Post-Closing Remedies ............................................................................................. 21
10. GENERAL PROVISIONS ............................................................................................. 21
10.1 Successors and Assi gns ............................................................................................. 21
10.2 Notices ...................................................................................................................... 21
10.3 Attorney's Fees ......................................................................................................... 23
10.4 Time of the Essence .................................................................................................. 23
10.5 No Rights or Obligations to Third Parties ................................................................ 23
10.6 Review by Counsel ................................................................................................... 23
10.7 Effectiveness of Agreement ...................................................................................... 23
10.8 Dates not Falling on a Business Day ........................................................................ 24
10.9 Entire Agreement ...................................................................................................... 24
10.10 Governing Law ..................................................................................................... 24
10.11 Severability ............ : .............................................................................................. 24
10.12 Amendment ........................................................................................................... 24
10.13 Waiver ................................................................................................................... 24
10.14 Incorporation ......................................................................................................... 24
10.15 Jurisdiction and Venue .......................................................................................... 24
10.16 Patriot Act US Foreign Corrupt Practices Act.. ................................................... 24
10.17 Waiver of Jury Trial .............................................................................................. 25
10.18 Counte1:parts .......................................................................................................... 25
10.19 General Cooperation ............................................................................................. 25
10.20 Survival of Provisions ........................................................................................... 25
10.21 Brokerage .............................................................................................................. 25
10.22 No Recording ........................................................................................................ 25
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LIST OF EXHIBITS
Exhibit A
Exhibit B
Exhibit C
DEN-122580-11
Land
Form of Bargain and Sale Deed
Easement Agreement
111
PURCHASE AND SALE AGREEMENT
THIS PURCHASE AND SALE AGREEMENT (this "Agreement") is entered into to be
effective as of January 3, 2017 (the "Effective Date"), by and between Wheat Ridge Urban
Renewal Authority, d/b/a Renewal Wheat Ridge, a Colorado urban renewal authority and body
corporate and politic ("Seller") and Quadrant Wheat Ridge Comers, LLC, a Missouri limited
liability company ("Buyer").
RECITALS:
A. Seller owns the land legally described in Exhibit A attached hereto located in the
Jefferson County, Colorado (the "Land"), together with the building(s) and other improvements
located thereon.
B. Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the
Property (as defined in Section 1.1 ), on the terms and conditions set forth in this Agreement.
AGREEMENT:
NOW, THEREFORE, in consideration of the mutual covenants and conditions herein and
for other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, Seller and Buyer agree as follows:
1. DEFINITIONS AND USAGE
1.1 Definitions. For purposes of this Agreement, the following terms have the
following meanings:
(a) "Agreement" shall have the meaning set forth in the first paragraph hereof.
(b) "Affiliate" means any Person which, directly or indirectly, is in control of,
is controlled by or is under common control with the party for whom an affiliate is being
determined. For purposes of this definition of "Affiliate", control of a Person means the power,
direct or indirect, to: (a) vote 50% or more of the securities having ordinary voting power for the
election of directors (or comparable positions) of such Person; or (b) direct or cause the direction
of the management and policies of such Person, whether by contract or otherwise and either alone
or in conjunction with others.
(c) "Applicable Law" means any law, rule, regulation, order, decree or other
requirement having the force of law and, where applicable, any interpretation thereof by any
authority having jurisdiction with respect thereto or charged with the administration thereof.
(d) "B-1 Requirements" shall have the meaning set forth in Section 4.4.
(e) "Business Day" means any day other than a Saturday, a Sunday, or a
holiday in which banks located in Denver, Colorado are closed for business.
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(f) "Buyer" shall have the meaning set forth in the first paragraph hereof.
(g) "Buyer's Closing Conditions" shall have the meaning set forth in
Section 5.5.
(h) "Buyer's Objections" shall have the meaning set forth in Section 4.4.
(i) "CDPHE" shall have the meaning set forth in Section 4.5.
(j) "Claims" means claims, demands, damages, losses, judgments, liabilities,
causes of actions, suits, fines, penalties, costs, fees and expenses, including, fees, costs and
expenses of attorneys, consultants and other experts.
(k) "Closing" shall have the meaning set forth in Section 5 .1.
(1) "Closing Date" shall have the meaning set forth in Section 5.1.
(m) "Closing Notice" shall have the meaning set forth in Section 5.1.
(n) "Condition of the Property" shall have the meaning set forth in
Section 4.4.
(o) "Construction Plans" shall have the meaning set forth in the Easement
Agreement.
(p) "Deed" shall have the meaning set forth in Section 5.3.
(q) "Deposit" shall have the meaning set forth in Section 3.2.
(r) "Easement Agreement" shall have the meaning set forth in Section 4.8.
(s) "Effective Date" shall have the meaning set forth in the first paragraph
hereof.
(t) "Environmental Laws" shall have the meaning set forth in Section 7.1.
(u) "Escrow Agreement" shall have the meaning set forth in Section 3.2.
(v) "Executive Order" shall have the meaning set forth in Section 10.16.
(w) "Existing Environmental Reports" shall have the meaning set forth in
Section 4.1.
(x) "Existing Survey" shall have the meaning set forth in Section 4.2.
(y) "Governmental Approvals" shall have the meaning set forth m
Section 5.5.
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(z) "Governmental Authority" means any government of any nation, state or
other political subdivision thereof and any entity exercising executive, legislative, judicial,
regulatory or administrative functions of or pertaining to government.
(aa) "Hazardous Substances" shall have the meaning set forth in Section 7 .1.
(bb) "Inspection Deadline" shall have the meaning set forth in Section 4.4.
(cc) "Interim Period" shall have the meaning set forth in Section 6.1 .
(dd) "Land" shall have the meaning set forth in Recital A above.
(ee) "Licensed Surveyor" shall have the meaning set forth in Section 4.2.
(ff) "Licenses and Permits" shall have the meaning set forth in Section 2.1.
(gg) "Liens" shall have the meaning set forth in Section 4.4.
(hh) "Limitations Period" shall have the meaning set forth in Section 7 .1.
(ii) "NAD Letter" shall have the meaning set forth in Section 4.5.
(jj) "New Matter Objection Notice" shall have the meaning set forth m
Section 4.4.
(kk) "New Survey" shall have the meaning set forth in Section 4.2.
(ll) "Notices" shall have the meaning set forth in Section 10.2.
(mm) "Objection Notice" shall have the meaning set forth in Section 4.4.
(nn) "OFAC" shall have the meaning set forth in Section 10.16.
(oo) "Other Interests" shall have the meaning set forth in Section 2.1.
(pp) "Permitted Exceptions" shall have the meaning set forth in Section 4.4.
( qq) "Person" means any natural person, Governmental Authority, corporation,
partnership, limited liability company, joint venture, trust, cooperative, association, or other entity
of any kind.
(rr) "Property" shall have the meaning set forth in Section 2.1.
(ss) "Property Files" shall have the meaning set forth in Section 4.1.
(tt) "Purchase Price" shall have the meaning set forth in Section 3.1.
(uu) "Purchase Price Escrow" shall have the meaning set forth in Section 3.3.
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(vv) "Quit Claim Deed" shall have the meaning set forth in Section 5.3.
(ww) "Seller" shall have the meaning set forth in the first paragraph hereof.
(xx) "Seller's Closing Conditions" shall have the meaning set forth m
Section 5.6.
(yy) "Seller's Knowledge" means the present, actual, personal (and not
constructive or imputed) knowledge of Steve Art, Executive Director of Seller, without any duty
of investigation whatsoever.
(zz) "Subject Party" shall have the meaning set forth in Section 10.16.
(aaa) "Termination Notice" shall have the meaning set forth in Section 4.4.
(bbb) "Title Commitment" shall have the meaning set forth in Section 4.2.
(ccc) "Title Company" shall have the meaning set forth in Section 3.2.
(ddd) "Title Exceptions" shall have the meaning set forth in Section 4.2.
(eee) "Title Policy" shall have the meaning set forth in Section 5.5.
(fff) "VCUP" shall have the meaning set forth in Section 4.5.
1.2 Usage. Terms defined in the singular herein may be used in the plural; and terms
defined in the plural may be used in the singular. Unless the context of this Agreement clearly
requires otherwise: (a) references to any Person include such Person's successor and assigns,
but, if applicable, only if such successors and assigns are permitted by this Agreement;
(b) "including" is not limiting, ( c) "or" has the inclusive meaning represented by the phrase
"and/or", (d) the words "hereof', "herein'', "hereby", "hereunder" and similar terms in this
Agreement refer to this Agreement as a whole and not to any particular provision of this
Agreement, (e) references in this Agreement to "Articles", "Sections", "clauses", "paragraphs"
and "Exhibits" refer to Articles, Sections, clauses, paragraphs and Exhibits of this Agreement
unless otherwise specified, (f) references to any agreement (including this Agreement),
document or instrument (but excluding all agreements, documents, and instruments listed on the
Exhibits attached hereto) means such agreement, document or instrument as amended, modified
and in effect from time to time in accordance with the terms thereof, and, if applicable, the terms
hereof; (g) general or specific references to any Applicable Law, means such Applicable Law as
amended, modified, reenacted or replaced in whole or in part, and in effect from time to time.
2. PURCHASE AND SALE
2.1 Purchase and Sale of Property. Upon and subject to the terms and conditions set
forth in this Agreement, Seller shall sell to Buyer, and Buyer shall purchase from Seller, the
"Property," which shall consist of all of the following:
(a) the Land together with improvements thereon, if any;
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(b) Seller's interest in any and all development fees, impact fees, water, sewer
or other utility tap, connection, meter or service fees or amounts which have been paid to any
Governmental Authority in connection with any previous development of the Property along with
any and all development rights associated therewith, existing water and sewer taps and/or credits,
if any, the Governmental Approvals and/or any utility service provided to any improvements
located on said Land, if any, all to the extent transferable (collectively, the "Licenses and
Permits").
( c) easements, water rights, mineral rights and other rights appurtenant thereto,
if any, and Seller's right, title and interest in any public rights-of-way adjoining the Property
(collectively, the "Other Interests").
3. PURCHASE PRICE AND PAYMENT
3.1 Purchase Price. Subject to the terms and conditions of this Agreement, the
purchase price of the Property is Three Hundred Fifty Three Thousand Seven Hundred Twenty
and N0/100 Dollars ($353,720.00) (the "Purchase Price"). Subject to the terms and ·conditions
of this Agreement, Buyer shall pay the Purchase Price as set forth in Sections 3.2 and 3.3.
3.2 Earnest Money. Within five (5) Business Days after the Effective Date, Buyer
shall deliver or cause to be delivered to First American Title Insurance Company ("Title
Company"), at its offices located at 1125 17th St., Suite 500, Denver, Colorado 80202,
Attention: Katie Miller, the sum of Eight Thousand Eight Hundred Forty Three and Noll 00
Dollars ($8,843.00) (together with all interest accrued thereon, the "Deposit"). The Title
Company shall place the Deposit in an interest-bearing account and/or will otherwise invest the
Deposit as directed by Buyer. The interest upon the Deposit shall be paid to the party who
ultimately receives the Deposit at the Closing or otherwise. Concurrently with the parties'
execution of this Agreement, Seller and Buyer shall enter into the form of escrow agreement
attached hereto as Exhibit D (the "Escrow Agreement") and shall deliver the same to Title
Company for signature. Except as provided in this Agreement, the Deposit is non-refundable.
3.3 Payment of Remaining Balance of Purchase Price. Concurrently with the closing
of the transaction contemplated by that certain Purchase and Sale Agreement between Buyer and
Seller executed of even date herewith for the land described as: the South 30 feet of the North
228 feet of Tract 1, Adkins Subdivision, County of Jefferson, State of Colorado, and also known
as 3790 Yukon Court, Wheat Ridge, Colorado 80033, Buyer shall deposit the balance of the
Purchase Price with Title Company ("Purchase Price Escrow"). Title Company shall hold the
Purchase Price Escrow in accordance with this Agreement and the Escrow Agreement, and
Buyer shall pay any and all escrow costs associated with the Purchase Price Escrow.
Notwithstanding the previous sentence, Buyer retains any and all right that it has to terminate
this Agreement as set forth herein, specifically, but not exclusively, including Section 4.4. The
Title Company shall place the Purchase Price Escrow in an interest-bearing account and/or will
otherwise invest the Purchase Price Escrow as directed by Buyer. Buyer shall receive a credit at
Closing for any interest accrued on the Purchase Price Escrow from the date of deposit until the
Closing Date. If Buyer terminates this Agreement on or before the Inspection Deadline or if this
Agreement is terminated for any other reason pursuant to the terms hereof and Closing does not
occur, the Purchase Price Escrow (and any interest accrued thereon) shall be refunded to Buyer
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without any further action of the parties. At Closing, Title Company shall disburse the Purchase
Price Escrow to Seller, subject to adjustments for pro rations, credits and closing costs,
recording, documentary fees and other expenses of Closing allocated to the parties pursuant to
this Agreement.
4. BUYER'S DUE DILIGENCE
4.1 Property Files.
(a) Seller has delivered to Buyer as of the Effective Date, or otherwise will
deliver to Buyer within ten (10) days after the Effective Date, complete copies (paper or
electronic) of all the following documents and files to the extent in Seller's possession or control:
(i) all contracts and instruments affecting the Property, together with all amendments, waivers,
estoppels, written correspondence affecting the rights of any party or third-party beneficiary to
any such contracts or instruments, and all other documents affecting such contracts or
instruments, (ii) all License and Permits, if any; (iii) all real property tax bills and special
assessments, if any, for the past three years pertaining to the Property, (iv) copies of all surveys,
maps, plans, specifications, structural diagrams, related computer files, if any, working and "as
built" drawings, utilities drawings, utility information, soil tests, geologic reports and
information, drainage plans and wetland/floodplain designations, other engineering reports and
information, environmental reports, audits, evaluations, assessments, reviews, studies and other
environmental information pertaining to the Property, (v) copies of all appraisals pertaining to
the Property, (vi) all materials related to the Other Interests, if any, (vii) a schedule of all current
and pending, or, to Seller's Knowledge, threatened, litigation or disputes affecting the Property
and all documentation related thereto, (viii) a schedule of all current and pending, or, to Seller's
Knowledge, threatened, condemnation actions affecting the Property and all documentation
related thereto, and (ix) all other documents and information in Seller's possession or control
regarding the condition, status, development, ownership, usage, operation or marketability of the
Property (collectively, the "Property Files").
(b) Buyer acknowledges and agrees that the majority of the documents and
instruments identified as part of the Property Files have been prepared by independent third
parties; therefore, except as expressly set forth in this Agreement, Seller makes no representation
or warranty of any type whatsoever regarding the accuracy or completeness of such documents
and instruments, and Buyer shall rely solely upon its own investigation of the Property.
(c) Buyer acknowledges that neither Seller nor anyone acting for or on behalf
of Seller has made any warranty or promise to Buyer, except as expressly provided in this
Agreement, concerning the following: the physical aspects and condition of the Property; the
feasibility, desirability or convertibility of the Property into any particular use, or the project
market for, income from or expenses of any development of the Property. Seller has provided as
part of the Property Files copies of all environmental site assessments and other similar reports
relating to the environmental condition of the Property which are in Seller's possession prior to
the Effective Date (the "Existing Environmental Reports"). Except as otherwise expressly set
forth in this Agreement, Buyer makes no representations or warranties concerning the accuracy
or completeness of such Existing Environmental Reports. Further, Buyer acknowledges that
neither Seller nor any of its agents or employees has made any warranties or representations
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upon which Buyer has relied concerning the investment value, the possibility of profit or loss, or
the tax consequences that may result from the purchase of the Property.
4.2 Title Commitment and Survey.
(a) On or before the Effective Date, the Title Company has provided to Buyer
a current ALTA 2006 owners', extended coverage, title commitment (the "Title Commitment")
issued by the Title Company committing to insure fee title in the Land to Buyer in the amount of
the Purchase Price, together with legible copies of all title exception documents referenced in the
Title Commitment ("Title Exceptions").
(b) In the event Buyer desires the Title Policy to include extended coverage or
endorsements, Buyer shall be solely responsible for the cost of such extended coverage and
endorsements and for providing a New Survey (defined below) as may be required by the Title
Company.
(c) Within ten (10) days after the Effective Date, Seller shall, at its expense,
deliver'to Buyer any and all existing surveys of the Land in Seller's possession or control (each,
an "Existing Survey"). Buyer may, but is not required to, have any Existing Survey updated by a
registered professional land surveyor licensed in the State of Colorado (a "Licensed Surveyor")
or to engage a Licensed Surveyor to deliver a new ALTA/ACSM survey of the Land (as
applicable, a "New Survey") at Buyer's sole cost and expense.
(d) SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL
OBLIGATION 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 EXCESSIVE TAX BURDENS 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. BUYERS 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 COUTY
ASSESSOR.
4.3 Physical Inspection.
(a) Prior to Closing, subject to the terms and conditions of this Section 4.3(a),
upon at least 24-hours' notice, Seller shall make available to Buyer and Buyer's consultants,
agents and employees, access to the Property for such inspections, examinations, tests or any
other investigations of the Property as Buyer deems appropriate. Seller shall have the right to
have its agents or employees observe any testing activities.
(b) Buyer shall restore, at Buyer's sole cost and expense, the Land to the
condition existing immediately prior to Buyer's exercise of its rights pursuant to Section 4.3(a).
Buyer's obligations under this Section 4.3(b) shall survive termination of this Agreement.
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( c) Buyer shall cause its consultants and contractors performing any tests,
inspections, examination or other investigation on the Property to obtain and maintain commercial
general liability insurance from an insurance company licensed in the State of Colorado, in the
amount of at least $500,000 combined single limit for personal injury and property damage per
occurrence, which insurance shall provide coverage against any claim for personal liability or
property damage caused by such consultant or contractor or its agents or employees.
( d) Buyer shall indemnify, defend and hold harmless Seller and its agents and
employees from and against any Claims to the extent arising out of Buyer's physical inspection of
the Property and including without limitation the filing or assertion of a mechanic's or
materialmen's lien against the Property or any part thereof, as a result of Buyer's entry upon the
Property, Buyer's investigation, inspection, tests or surveys or work performed through or under
Buyer. This indemnity shall survive the Closing or termination of this Agreement.
Notwithstanding the foregoing, Buyer shall not be obligated to indemnify, defend and hold
harmless Seller and its agents and employees from and against any Claims arising out of
(i) Buyer's discovery of any items on the Property, the condition of the Property, or the disclosure
of any matters discovered during Buyer's investigations (including without limitation an adverse
environmental condition affecting the Property) provided such conditions were not caused by
Buyer and/or its agents or (ii) the negligence or other misconduct of Seller or any third-party not
acting on behalf of or at the direction of Buyer. Buyer's obligations under this Section 4.3(c)
shall survive termination of this Agreement.
4.4 Buyer's Termination Right and Buyer's Objections.
(a) Buyer may terminate this Agreement for any reason or for no reason, in
Buyer's sole and absolute discretion, by delivering to Seller written notice of termination (a
"Termination Notice") at any time on or before the Inspection Deadline. The "Inspection
Deadline" is 5:00 p.m. (MST) on the date that is sixty (60) days after the Effective Date, and such
date may be waived by Buyer, in its sole discretion, or extended pursuant to the terms of this
Agreement.
(b) At any time, on or before the Inspection Deadline, Buyer may deliver to
Seller one or more notices (each, an "Objection Notice") that Buyer objects to any economic,
financial, legal, title, physical, environmental, or other condition of the Property (a "Condition of
the Property") or to any other matter related to the transactions described herein, describing such
objections in such notice ("Buyer's Objections").
(i) If Buyer timely delivers an Objection Notice, then Seller and
Buyer shall negotiate in good faith for a period ending at 5:00 p.m. MST on the date that is then
three (3) Business Days after the earlier of Buyer's delivery of the Objection Notice or the
Inspection Deadline to resolve Buyer's Objections. If Buyer and Seller are able to reach written
agreement to resolve Buyer's Objections within such 3-Business Day period, then this
Agreement shall be amended in writing to reflect such agreement. If Buyer and Seller are unable
to reach written agreement to resolve Buyer's Objections within such 3-Business Day period,
then this Agreement shall automatically be deemed terminated.
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(ii) If Buyer fails to timely deliver a Termination Notice and fails to
timely deliver an Objection Notice then Buyer shall be deemed to have waived its termination
rights under this Section 4.4, except for as set forth in Section 4.4(e).
(c) Notwithstanding any other provision of this Agreement, Seller shall, at or
before Closing: (i) deliver to the Title Company at Closing all affidavit and other documents
sufficient for the Title Company to delete all standard printed exceptions, (ii) remove of record all
liens burdening any portion of the Property, including, mechanics liens (except those caused by
Buyer), judgment liens, liens for assessments, delinquent tax liens and/or loans secured by
mortgages or deed of trusts (except a lien for real property taxes and assessments that are not due
and payable as or before Closing) (collectively, the "Liens"), (iii) satisfy all Seller requirements
in Schedule B-1 of the Title Commitment (each, a "B-1 Requirement"), and (iv) pay all real
property taxes and assessments with respect to the Land (except for those taxes and assessment
for the year of Closing that are not then due and payable), regardless of whether Buyer includes
any such requirement in an Objection Notice timely delivered to Seller.
(d) The term "Permitted Exceptions" shall mean (i) all Title Exceptions to
which Buyer fails to make a written objection thereto within an Objection Notice timely delivered
to Seller, except for Liens, B-1 Requirements and those items that the Title Company
subsequently removes from a Title Commitment, and (ii) except for Liens and B-1 Requirements,
all subsequent encumbrances which Buyer accepts or approves in writing, and all Liens or
encumbrances which Buyer causes or authorizes in writing against the Property.
(e) If at any time after the Inspection Deadline: (i) the Title Commitment is
amended to: (A) add a new title exception, (B) change the requirements for an endorsement
requested by Buyer that were set forth in the Title Commitment as of the Inspection Deadline, or
(C) delete an endorsement requested by Buyer that the Title Company committed to issue as of
the Inspection Deadline, or (ii) any new title exception, not caused by Buyer, otherwise becomes
known to Buyer, then Buyer may provide written notice to Seller objecting to such new matter,
exception, requirement or deletion (each, a "New Matter Objection Notice") within five (5) days
after Buyer's receipt of the amended Title Commitment adding, deleting or amending the items
identified above in this paragraph 4.4 (e). If, prior to Closing, Buyer delivers a New Matter
Objection Notice to Seller objecting to any such matters, exceptions, requirements or deletions,
then Seller shall make reasonable good faith efforts to cause all such new matters and exceptions
set forth therein to be removed of record prior to Closing and shall use its good-faith efforts to
cause the Title Company to remove all such requirements or deletions set forth therein prior to
Closing. If Seller is unable to cause Title Company to remove such new matters, exceptions,
requirements and/or deletions, then Buyer may elect to terminate this Agreement by delivering a
written notice of termination to Seller, or Buyer may waive such objection(s) and proceed to
Closing.
4.5 Environmental Remediation and Termination Right. The Land is currently
subject to a program mitigating soil and groundwater contamination, as set forth in that certain
Voluntary Cleanup Program Application for 7690 West 38th Avenue & 3790 Yukon Court,
Wheat Ridge, Colorado dated December 10, 2013 approved by the Colorado Department of
Public Health and Environment ("CDPHE") on January 7, 2014 (the "VCUP"). The parties
anticipate that completion of the VCUP will result in the CDPHE issuing a "No Action
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Determination" letter for the Land (the "NAD Letter"), subject to the conditions outlined in the
VCUP. Buyer may terminate this Agreement regardless of the expiration of the Inspection
Deadline or any other provision set forth herein, if Seller does not receive the NAD Letter from
the CDPHE in a form satisfactory to Buyer, in its reasonable discretion, on or before the date that
is two (2) years after the Effective Date. Notwithstanding the foregoing, any condition contained
in the NAD Letter limiting the Land to commercial use and/or requiring installation of a vapor
mitigation system shall be deemed acceptable conditions and shall not provide Buyer with cause
to reject the NAD Letter and terminate this Agreement. In the event Buyer closes on the
purchase of the Property, Buyer shall be solely responsible for compliance with all ongoing
conditions or requirements outlined in the VCUP and NAD Letter.
4.6 Effects of Buyer's Termination. If this Agreement is terminated or deemed
terminated pursuant to this Article 4: (a) the Deposit and Purchase Price Escrow, if applicable,
shall immediately be returned to Buyer, without the need for any further consent or approval of
Seller (provided that upon Buyer's request, Seller shall provide its written authorization for the
return of the Deposit (and Purchase Price Escrow as applicable) to Buyer), (b) Buyer shall
promptly deliver to Seller all documents and written information received from Seller, including,
the Property Files, and ( c) the parties shall be deemed relieved of all further obligations under
this Agreement, except to the extent any obligations under this Agreement expressly survive the
termination of this Agreement.
4.7 AS IS , WHERE IS. OTHER THAN THE REPRESENTATIONS AND
WARRANTIES EXPRESSLY STATED IN THIS AGREEMENT AND IN DOCUMENTS
DELIVERED AT CLOSING, SELLER MAKES NO OTHER OR FURTHER
REPRESENTATIONS AND/OR WARRANTIES OF ANY SORT WHATSOEVER. BUYER
IS RELYING ON THOSE REPRESENTATIONS, THE TERMS AND CONDITIONS OF
THIS AGREEMENT AND THE DOCUMENTS DELIVERED AT CLOSING, AND BUYER'S
OWN INVESTIGATIONS AND EXAMINATIONS AS TO THE PHYSICAL CONDITION
AND EVERY OTHER ASPECT OF THE PROPERTY. BUYER ACKNOWLEDGES THAT
EXCEPT AS SET FORTH ABOVE, BUYER IS PURCHASING THE PROPERTY ON AN
"AS-IS, WHERE-IS" BASIS, WITHOUT ANY IMPLIED WARRANTIES. BUYER
HEREBY WAIVES, AND SELLER HEREBY DISCLAIMS, ALL WARRANTIES OF ANY
TYPE OR KIND WHATSOEVER WITH RESPECT TO THE PROPERTY (EXCEPT AS
CONTAINED IN THIS AGREEMENT OR THE DEED CONVEYING THE PROPERTY),
EXPRESS OR IMPLIED, INCLUDING, BY WAY OF DESCRIPTION, BUT NOT
LIMITATION, THOSE OF FITNESS FOR A PARTICULAR PURPOSE, TENANTABILITY,
HABITABILITY AND USE.
4.8 Easement Agreement. Buyer and Seller shall execute the form of Easement
Agreement attached hereto as Exhibit C (the "Easement Agreement") concurrently with the
execution of this Agreement and Buyer shall be responsible for the cost of recording the
Easement Agreement.
5. CLOSING
5.1 Closing. The consummation of the purchase and sale of the Property pursuant to
this Agreement (the "Closing") shall occur at the offices of the Title Company, at
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10:00 a.m. MST on the date that is the date (the "Closing Date") selected by Buyer by delivering
written notice thereof to Seller (the "Closing Notice"); provided, however, that Buyer may not
select a Closing Date that is less than five (5) days after Buyer's delivery of the Closing Notice
and that is later than thirty (30) days after Buyer's receipt of the No Action Letter. The parties
may mutually agree in writing to modify the Closing Date.
5.2 Extension of Closing. Notwithstanding anything to the contrary herein, Buyer, at
its option and in its sole discretion, shall have the right to extend the Closing Date for up to two
(2) periods of thirty (30) days each; provided, that Buyer provides Seller written notice of its
election to extend the Closing no later than two (2) Business Days prior to the then scheduled
Closing Date.
5.3 Documents and Other Items to Be Deposited by Seller. At Closing, Seller shall
deliver or cause to be delivered to Buyer, the following instruments, documents, and other items:
(a) a bargain and sale deed in the form attached hereto as Exhibit B (the
"Deed") duly executed by Seller and acknowledged, conveying the Land and Other Interests to
Buyer;
(b) a quit claim deed, in a form reasonably acceptable to Buyer, duly executed
by Seller and acknowledged, conveying to Buyer all of Seller's right, title and interest in and to
the Licenses and Permits, if any (the "Quit Claim Deed");
( c) an executed certificate of non-foreign person duly executed by Seller;
(d) originals and copies of all Licenses and Permits in Seller's possession or
control, if any;
(e) all keys, codes, and combinations to the Property or any portion thereof;
(f) Seller's settlement statement reflecting adjustments and prorations as
required under this Agreement duly executed by Seller;
(g) such evidence as Buyer and/or the Title Company may reasonably request
confirming Seller's authority to execute and deliver the documents required of it and to
consummate the transactions contemplated hereby; and
(h) such other customary documents requested by Title Company as may be
necessary to consummate the purchase and sale of the Property in accordance with this
Agreement.
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5.4 Funds and Documents to Be Deposited by Buyer. At Closing, Buyer shall deliver
or cause to be delivered to Seller, the following instruments, documents, and other items:
(a) any such funds (by wire transfer or other immediately available United
States funds) in addition to the Deposit and Purchase Price Escrow as may be necessary to pay
Buyer's portion of the Closing costs, prorations and recording, documentary fees and other
expenses of Closing allocated to the parties in accordance with this Agreement and to complete
the transaction;
(b) Buyer' settlement statement reflecting adjustments and prorations as
required under this Agreement duly executed by Buyer;
(c) such evidence as Seller and/or the Title Company may reasonably request
confirming Buyer's authority to execute and deliver the documents required of it and to
consummate the transactions contemplated hereby; and
(d) such other customary documents requested by Title Company as may be
necessary to consummate the purchase, sale, and contribution of the Property in accordance with
this Agreement.
5.5 Buyer's Closing Conditions. Buyer's obligation to purchase and accept the
Property is conditioned on the fulfillment of each of the conditions precedent described below at
or before Closing ("Buyer's Closing Conditions").
(a) The Title Company shall be unconditionally and irrevocably committed to
issue to Buyer an Owner's Policy of Title Insurance providing extended coverage title insurance
for the Land in an amount equal to the Purchase Price, insuring Buyer's good and marketable fee
simple title to the Land subject only to the Permitted Exceptions (the "Title Policy");
(b) Seller shall have delivered the documents and other items specified in
Section 5.3;
( c) Buyer shall have obtained all entitlements, permits, authorizations and
approvals from the applicable Governmental Authority (but expressly excluding any building
permits in connection with Buyer's development of the Property) and/or the release of any
existing easements required in connection with Buyer's use (actual and prospective) and
development of the Property (the "Governmental Approvals");
( d) Seller's representations and warranties contained in Section 7 .1 shall be
true and correct as of the Closing;
( e) Seller shall have performed all covenants of Seller under this Agreement to
be performed by Seller at or before the Closing Date;
(t) Seller shall have delivered to Buyer the NAD Letter in a form reasonably
satisfactory to Buyer; and
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(g) There shall not be pending or threatened any of the following by or against
or with respect to any party which constitutes Seller or with respect to any portion of the Property:
(i) a case under Title 11 of the U.S. Code, as now constituted or hereafter amended, or under any
other applicable federal or state bankruptcy law or other similar law; (ii) the appointment of a
trustee or receiver of any property interest; or (iii) an assignment for the benefit of creditors.
5.6 Seller's Closing Conditions. Seller's obligation to sell the Property is conditioned
upon the fulfillment of each of the conditions precedent described below at or before Closing
("Seller's Closing Conditions"):
(a) Buyer shall have delivered the funds and documents specified m
Sections 3.3 and 5.4;
(b) Buyer's representations and warranties contained in Section 7.2 shall be
true and correct as of the Closing Date; and
(c) Buyer shall have performed all covenants of Buyer under this Agreement to
be performed by Buyer at or before the Closing.
5.7 Closing Costs.
(a) At or before the Closing, Seller shall pay or have paid (i) the cost of the
premium for the Title Policy (except for any costs associated with extended coverage);
(ii) one-half of the closing fees of the Title Company; (iii) any recording fees other than for the
Deed, the Quit Claim Deed and the Easement Agreement; (iv) the cost of Seller's counsel and
other advisors; and (v) any other expenses stipulated to be paid by Seller under the provisions of
this Agreement.
(b) At or before the Closing, Buyer shall pay or have paid (i) additional title
premiums charged for endorsements requested by Buyer and extended coverage or coverage in
excess of the Purchase Price; (ii) one-half of the closing fees of the Title Company; (iii) the
recording fees and documentary fee with respect to the Deed, Quit Claim Deed and the Easement
Agreement (to the extent not paid by Buyer prior to Closing); (iv) any escrow costs associated
with the Purchase Price Escrow; (v) the cost of Buyer's counsel and other advisors; and (vi) any
other expenses stipulated to be paid by Buyer under the provisions of this Agreement.
(c) Any other Closing costs not specifically allocated between Buyer and
Seller shall be borne by the respective parties in accordance with the custom and practice in the
State of Colorado.
5.8 Prorations.
(a) As of the Closing Date, Seller shall pay any and all real and personal
property taxes and assessments for all years prior to the year in which the Closing occurs. Seller
is tax exempt and does not pay real and personal property taxes and assessments for the Property.
Therefore, no proration as between Buyer and Seller is required at Closing for any real and
personal property taxes and assessments for the Property accrued in the calendar year of the
Closing.
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(b) Buyer shall arrange with all utilities and companies servicing the Property
with accounts in Seller's name to have new accounts started in the name of Buyer beginning at
12:01 a.m. on the Closing Date.
5.9 Possession. At Closing, Seller shall deliver to Buyer possession of the Property
free of any tenants or parties in possession. Buyer shall be entitled to full enjoyment of the
Property on the Closing Date subject to the matters set forth or referred to herein.
6. PRE-CLOSING COVENANTS
6.1 Seller's Affirmative Covenants During the Interim Period. During the period
from the Effective Date to the first to occur of the date of termination of this Agreement for any
reason, or the Closing Date (the "Interim Period"), Seller shall:
(a) provide Buyer with all information Buyer reasonably requests concerning
the Property;
(b) promptly forward to Buyer any information it receives (including any third-
party reports, tests or studies) regarding the Property after the Effective Date;
(c) promptly give written notice to Buyer upon obtaining knowledge of any
representations or warranties of Seller under this Agreement becoming untrue or inaccurate;
( d) keep the Property insured at the current level of insurance maintained
thereon;
(e) timely pay and perform all obligations with respect to the Property
including paying before delinquency all taxes attributable thereto;
(t) manage, operate, and maintain, the Property in the ordinary course of
business in accordance with Seller's current practices and in compliance with all Applicable
Laws; and
(g) perform, at its sole cost and expense, all monitoring, remediation, and other
obligations required by the VCUP in a timely and diligent manner, and shall keep Buyer informed
of such monitoring and remediation activities and other obligations.
6.2 Seller's Negative Covenants During the Interim Period. During the Interim
Period, Seller shall not, except as otherwise approved in writing by Buyer in its reasonable
discretion:
(a) sell, convey, transfer, assign or otherwise dispose of any interest in, or
permit any encumbrance upon, the Property;
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(b) other than liens securing non-delinquent real estate taxes, enter into or
permit, grant, or create any mortgage, pledge, encumbrance, lease, license, restriction, covenant,
condition, easement or any other agreement with respect to the Property except for the Permitted
Exceptions;
( c) take any action or fail to take any action that would result in any of Seller's
representations or warranties of Seller under this Agreement becoming untrue or inaccurate;
( d) agree to any amendment or early termination of any contract or instrument
affecting the Land, or the Licenses and Permits, if any;
( e) enter into, or amend, any contract affecting the Property that will be
binding upon Buyer or the Property after Closing;
(f) waive any right of Seller (including any condition precedent to any
obligation of Seller) under any contract or instrument affecting the Land, or the Licenses and
Permits, if any;
(g) except as required by Buyer in connection with Buyer's development of the
Property, seek or consent to any zoning or other change affecting the use of the Land or any
portion thereof, or seek or consent to any subdivision, map, platting or replatting of the Land or
any portion thereon or any amendment thereto;
(h) except as required in connection with the remediation and monitoring
activities and any other obligations under the VCUP, (i) store any items on the Land; (ii) conduct
any grading activities on the Land; or (iii) construct any improvements on the Land.
6.3 Buyer's Negative Covenants During the Interim Period. During the Interim
Period, Buyer shall not, except as otherwise approved in writing by Seller in its reasonable
discretion:
(a) Except for the Governmental Approvals, permit any encumbrance upon the
Property or create any mortgage, pledge, lease, license, restriction, covenant, condition, easement
or any other agreement with respect to the Property;
(b) Take any action or fail to take any action that would result in any of
Buyer's representations or warranties of Buyer under this Agreement becoming untrue or
inaccurate;
(c) Not permit or suffer and, to the extent so permitted or suffered, shall cause,
within thirty (30) days following the date of filing, to be removed and released, any lien on
account of supplies, machinery, tools, equipment, labor or materials furnished or used in
connection with the planning, design, inspection, or surveying of the Property, or preparation of
plans with respect thereto through or under Buyer. This obligation shall survive termination of
this Agreement. In the event Buyer's activities result in any lien statement being filed against
the Property or any portion thereof, then, upon written notice from Seller to Buyer, Buyer shall
within thirty (30) days thereafter cause such lien to be released or ''bonded over" by the Title
Company or by court order. Buyer's obligations to release or bond over a lien statement shall be
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performed regardless of the validity of the actual claims that gave rise to the lien statement.
Further, in the event the Property is not timely released and discharged from the lien as provided
in this section, Seller may, at its option, with the assistance of attorneys of Seller's choosing,
enter into, defend, prosecute or pursue any effort or action (whether or not litigation is involved)
which Seller deems reasonably necessary to defend itself and the Property from and against all
claims or liability arising by, through or under Buyer as set forth in this Section 6.3(c). Buyer
shall be responsible for paying all actual costs and expenses (including reasonable attorneys'
fees) incurred by Seller in connection with any such effort or action hereunder to discharge any
liens.
7. REPRESENTATIONS AND WARRANTIES
7 .1 Seller's Representations and Warranties. As of the Effective Date and as of the
Closing Date, Seller represents and warrants to Buyer that:
(a) All requisite action has been taken by Seller in connection with Seller's
execution of this Agreement, and has been taken in connection with the agreements, instruments
or other documents to be executed by Seller pursuant to this Agreement and the consummation of
the transactions contemplated hereby and thereby. No consent (not already obtained) of any
creditor, investor, judicial or administrative body, governmental or quasi-governmental authority
or other third party is required for Seller to enter into this Agreement and to consummate the
transactions contemplated hereby.
(b) Each individual executing this Agreement and the agreements, instruments
or other documents to be executed by the Seller pursuant to this Agreement on behalf of such
Seller has been duly authorized to bind Seller to the terms and conditions hereof and thereof.
This Agreement and the agreements, instruments or other documents to be executed by Seller
pursuant to this Agreement shall be the legal, valid and binding obligations of Seller enforceable
in accordance with their terms (subject to applicable laws concerning bankruptcy, insolvency and
rights of creditors generally).
(c) The execution and delivery of, and the performance by Seller of its
obligations under, this Agreement do not and will not (i) contravene, or constitute a default under,
any provision of Applicable Law or regulation or any agreement, judgment, injunction, order,
decree or other instrument binding upon Seller or to which the Property is subject, (ii) result in the
breach of any of the terms or provisions of, or constitute a default under, any agreement or other
instrument to which either Seller is a party or by which it or any portion of the Property may be
bound or affected or (iii) result in the creation of any Lien or other encumbrance on any asset of
Seller or any portion of the Property.
( d) Seller is not a "foreign person" within the meaning of Section 1445 of the
Internal Revenue Code, as amended.
(e) Other than as set forth in the Title Commitment, Seller owns title to the
Property free and clear of all liens, encumbrances and other restrictions. Other than as disclosed
in the Title Commitment, to Seller's Knowledge there are no rights of first refusal, rights of first
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offer, rights of first negotiation, or similar rights with respect to the sale of any portion of the
Property.
(f) To Seller's Knowledge, no person has a possessory right or right of
occupancy with respect to the Land.
(g) There is no pending (or to Seller's Knowledge, threatened) litigation,
arbitration or other legal or administrative suit, action, proceeding or investigation of any kind
involving Seller, the Property or any part thereof.
(h) To Seller's Knowledge, the Property Files that have been delivered or that
will be delivered to Buyer in accordance with Section 4.1 are true, accurate and complete. To
Seller's Knowledge, there are no Real Property Leases with respect to any portion of the Property.
(i) To Seller's Knowledge, there are no Hazardous Substances or violation of
Environmental Laws affecting the Property, except those disclosed in the Property Files and
Existing Environmental Reports. Except as otherwise disclosed in the Property Files, there are no
pending or, to Seller's Knowledge, threatened actions arising under or pursuant to any
Environmental Laws with respect to or affecting the Property. "Environmental Laws" mean any
and all federal, state and local statutes, codes, laws, regulations, permits, ordinances, orders,
decrees or other requirements governing, controlling, or regulating Hazardous Substances. The
term "Hazardous Substances" means any substance or material that is regulated as a toxic or
hazardous substance, waste or material or a pollutant or contaminant, or words of similar import,
in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended and reauthorized to date, the Resource Conservation and Recovery Act, as amended and
reauthorized to date, the Federal Water Pollution Control Act, as amended and reauthorized to
date, or the Hazardous Materials Transportation Act, as amended and reauthorized to date, and
includes, without limitation, asbestos, petroleum (including crude oil or any fraction thereof,
natural gas, natural gas liquids, liquefied natural gas, or synthetic gas usable for fuel, or any
mixture thereof), petroleum products, polychlorinated biphenyls, urea formaldehyde, radon gas,
radioactive matter or medical waste.
(j) No Person constituting Seller has (i) made an assignment for the benefit of
creditors, (ii) filed or had filed against it any petition in bankruptcy, (iii) suffered the appointment
of a receiver to take possession of all or substantially all of its assets, (iv) suffered the attachment
or other judicial seizure of all, or substantially all, of its assets or (v) made an offer of settlement,
extension or composition to its creditors generally.
(k) There are no pending ad valorem property tax appeals that have been filed
by Seller or its affiliates with respect to the Land.
(1) Seller has no knowledge of any violations of any Applicable Law
applicable to the Property.
(m) No condemnation proceedings relating to the Property or any portion
thereof are pending or, to Seller's Knowledge, threatened.
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(n) Seller has not received notice, written or otherwise, from any Person
requiring the correction of any condition with respect to any Applicable Law.
( o) Seller's representations and warranties in this Section 7 .1 shall be true and
correct as of the Effective Date, shall be deemed true and correct as of the Closing Date as if
remade by separate certification at that time, and shall survive the Closing for a period of nine (9)
months following the Closing (the "Limitations Period"); provided, however, if Buyer or its
successors and assigns provides written notice to Seller asserting a claim on or before termination
of the Limitations Period, then Seller's representations and warranties hereunder shall not
terminate with respect to those matters described in such notice until such matters are fully and
finally resolved by negotiation, arbitration, litigation or other appropriate proceedings. Between
the Effective Date and Closing Date, Seller shall deliver to Buyer written supplemental statements
indicating any changes to the foregoing representations and warranties that Seller has discovered.
Buyer shall have a period of five ( 5) days from and after receipt of any such written supplemental
statement to notify Seller in writing of Buyer's election to terminate this Agreement. If Buyer so
elects to terminate this Agreement, then (i) the Title Company shall, without the need for any
further consent or approval of Seller, immediately refund the Deposit and Purchase Price Escrow,
as applicable, to Buyer (provided that upon Buyer's request, Seller shall provide its written
authorization for the return of the Deposit (and Purchase Price Escrow, as applicable) to Buyer),
and (ii) the parties will be relieved of any further obligations hereunder except those matters that
expressly survive termination hereof. If Buyer receives a written supplemental statement from
Seller less than five (5) days prior to Closing, the Buyer may extend the Closing Date such that
Buyer has five (5) days to review such written supplemental statement. In the event Buyer does
not so terminate this Agreement within such period, Buyer shall be deemed to have accepted any
changes to the foregoing representations and warranties set forth in the written supplemental
statement delivered by Seller and Buyer will have no further right to object to such changes. The
provisions of this Section 7 .1 ( o) shall survive Closing.
7.2 Buyer's Representations and Warranties. As of the Effective Date and as of the
Closing Date, Buyer represents and warrants to Seller that:
(a) Buyer is a limited liability company duly organized, validly existing, and in
good standing under the laws of the State of Missouri.
(b) All requisite action has been taken by Buyer in connection with Buyer's
execution of this Agreement, and has been taken or will be taken prior to Closing in connection
with the agreements, instruments or other documents to be executed by Buyer pursuant to this
Agreement and the consummation of the transactions contemplated hereby and thereby. No
consent (not already obtained) of any member, partner, shareholder, creditor, investor, judicial or
administrative body, governmental or quasi-governmental authority or other third party is
required for Buyer to enter into this Agreement and to consummate the transactions contemplated
hereby.
( c) The individuals executing this Agreement and the agreements, instruments
or other documents to be executed by Buyer pursuant to this Agreement on behalf of Buyer each
have been duly authorized to bind Buyer to the terms and conditions hereof and thereof. This
Agreement and the agreements, instruments or other documents to be executed by Buyer pursuant
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to this Agreement shall be the legal, valid and binding obligations of Buyer enforceable in
accordance with their terms (subject to applicable laws concerning bankruptcy, insolvency and
rights of creditors generally).
(d) The execution and delivery of, and the performance by Buyer of its
obligations under, this Agreement do not and will not (i) contravene, or constitute a default under,
any provision of applicable law or regulation or any agreement, judgment, injunction, order,
decree or other instrument binding upon Buyer, (ii) contravene or conflict with Buyer's
organizational documents, (iii) result in the breach of any of the terms or provisions of, or
constitute a default under, any agreement or other instrument to which Buyer is a party or
(iv) result in the creation of any lien or other encumbrance on any asset of Buyer.
(e) Buyer's representations and warranties in this Section 7.2 shall be true and
correct as of the Effective Date, shall be deemed true and correct as of the Closing Date as if
remade by separate certification at that time, and shall survive the Closing for the Limitations
Period; provided, however, if Seller or its successors and assigns provides written notice to Buyer
asserting a claim on or before termination of the Limitations Period, then Buyer's representations
and warranties hereunder shall not terminate with respect to those matters described in such
notice until such matters are fully and finally resolved by negotiation, arbitration, litigation or
other appropriate proceedings. Between the Effective Date of this Agreement and Closing Date,
Buyer shall deliver to Seller written supplemental statements indicating any changes to the
foregoing representations and warranties that Buyer has discovered. Seller shall have a period of
five (5) days from and after receipt of any such written supplemental statement to notify Buyer in
writing of Seller's election to terminate this Agreement. If Seller so elects to terminate this
Agreement, then the Title Company shall return the Deposit and Purchase Price Escrow, as
applicable, to Buyer and both parties will be relieved of any further obligations hereunder except
for those matters set forth herein that expressly survive termination hereof. If Seller receives a
written supplemental statement from Buyer less than five (5) days prior to Closing, Seller may
extend the Closing Date such that Seller has five (5) days to review such written supplemental
statement. In the event Seller does not so terminate this Agreement within such period, Seller
shall be deemed to have accepted any changes to the foregoing representations and warranties set
forth in the written supplemental statement delivered by Buyer and Seller shall have no further
right to object to such changes. The provisions of this Section 7.2(e) shall survive Closing.
8. RISK OF LOSS
8.1 Allocation of Risk. The parties acknowledge that the Property is going to be used
by Buyer for a new development upon Closing. Therefore, the parties agree for purposes of this
paragraph 8.1 to consider the Property as vacant land and Seller shall have no obligation to
restore or repair the Property. Buyer shall be solely responsible for any risk of loss related to any
equipment, materials, improvements or any other item that Buyer may place or locate on the
Property pursuant to the Easement Agreement, except to the extent that such loss is related to
Seller's gross negligence or willful misconduct. Upon Closing, Buyer shall bear the risk of any
destruction.
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8.2 Taking Prior to Closing. If any portion of the Property is taken by right of, or is
included in any pending action to exercise the right of, eminent domain, prior to Closing, at
Buyer's election:
(a) This Agreement shall remain in effect and the Closing shall nevertheless
occur, and Buyer shall thereupon become entitled to the entire award or proceeds received or
receivable for the portion of the Property taken; or
(b) Buyer may terminate this Agreement by written notice to Seller, in which
case the Deposit and Purchase Price Escrow, as applicable, shall be returned to Buyer and each
party shall be relieved of all further obligations hereunder.
Buyer shall deliver written notification of its election hereunder to Seller within ten (10) Business
Days after receiving written notice of such taking or eminent domain action (but in any event
before the Closing Date; provided, however, that Buyer may extend the Closing Date by ten (10)
Business Days if necessary to give Buyer necessary time to respond under this Section 8.2.
9. BREACH
9.1 Notice of Default and Remedies. In the event either party is in default of any
provision hereof, the non-defaulting party, as a condition precedent to its remedies, must give the
defaulting party written notice of the default in strict accordance with the notice provisions set
forth in Section 10.2. The defaulting party shall have ten (10) Business Days from receipt of
such notice to cure the default; provided, however, that such 10-Business Day period may be
extended by the number of days it takes to cure such default (not to exceed ninety (90) days) so
long as the defaulting party is actively pursuing a cure for such default. If the defaulting party
timely cures the default, the default shall be deemed waived, and this Agreement shall continue
in full force and effect. If the defaulting party does not timely cure such default, the non-
defaulting party shall be entitled to purse the remedies set forth in this Article 9. The foregoing
shall not apply to the parties' respective obligations concerning payment of the Deposit,
establishment of the Purchase Price Escrow and/or obligation to close the transactions
contemplated in this Agreement. In the event a written notice of default is served on a party
within ten (10) Business Days of the Closing, then the Closing Date shall be extended to allow
for cure as set forth herein.
(a) Liquidated Damages-Seller's Remedy. Provided that this Agreement has
not been terminated in accordance with the terms hereof or otherwise by mutual written
agreement of the parties, if Buyer defaults in its obligation to close and pay the Purchase Price,
Seller shall be entitled, as its sole and exclusive remedy, to terminate this Agreement and retain
the Deposit as liquidated damages, in which event the parties shall have no further rights or
obligations under this Agreement (except as provided herein with respect to obligations which are
expressly identified to survive termination of this Agreement).
IF THIS AGREEMENT TERMINATES PURSUANT TO THIS SECTION,
RETENTION OF THE DEPOSIT AS LIQUIDATED DAMAGES SHALL BE
SELLER'S EXCLUSIVE REMEDY FOR BUYER'S BREACH OF THE
OBLIGATION TO PURCHASE THE PROPERTY, WHICH SUM SHALL BE
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PRESUMED TO BE THE AMOUNT OF ACTUAL DAMAGES SUSTAINED
BY SELLER BY REASON OF BUYER'S BREACH. BUYER AND SELLER
AGREE THAT, DUE TO THE NATURE OF THE TRANSACTION, IT
WOULD BE IMPRACTICABLE AND EXTREMELY DIFFICULT TO
DETERMINE THE ACTUAL DAMAGES SELLER WOULD SUSTAIN
SHOULD BUYER BREACH ITS OBLIGATION TO PURCHASE THE
PROPERTY. BUYER AND SELLER AGREE THAT LIQUIDATED
DAMAGES ARE APPROPRIATE FOR THIS TRANSACTION AND AGREE
THAT THE DEPOSIT REPRESENTS A REASONABLE ESTIMATE OF THE
DAMAGES SELLER WOULD SUSTAIN BY VIRTUE OF BUYER'S
FAILURE TO PERFORM ITS OBLIGATION TO PURCHASE THE
PROPERTY.
(b) Buyer's Remedies. If Seller defaults under this Agreement, Buyer shall
have a right to (i) terminate this Agreement in which case the Title Company is instructed to
return the Deposit, to Buyer and/or (ii) bring a claim against Seller for damages, including
without limitation, special, incidental or consequential damages. In the event of termination,
Seller shall be responsible for any escrow cancellation fees, if any, and all reasonable expenses
paid or incurred by Buyer in connection with this Agreement up to an amount not to exceed
$25,000.
9.2 Post-Closing Remedies. If, after the Closing, Seller or Buyer fails to perform its
obligations which expressly survive the Closing, or if either party discovers a breach of a
representation during the Limitations Period, then Seller or Buyer, as the case may be, may
exercise any remedies available to it at law or in equity or damages.
10. GENERAL PROVISIONS
10.1 Successors and Assigns. This Agreement shall be binding on and inure to the
benefit of the parties hereto and their respective successors and assigns. This Agreement may
not be assigned by Seller, in whole or in part, without the prior written consent of Buyer. This
Agreement may be assigned by Buyer, in whole or in part, to any Affiliate of Buyer without the
prior written consent of Seller; provided, however, that Buyer shall deliver to Seller prior written
notice of any such assignment. Any other assignment of this Agreement by Buyer shall require
the prior written consent of Seller in its sole discretion.
10.2 Notices. Any notice or other communication required or permitted to be given
under this Agreement ("Notices") shall be in writing and shall be (a) personally delivered;
(b) delivered by a nationally-recognized overnight courier; or (c) delivered by certified mail,
return receipt requested and deposited in the U.S. Mail, postage prepaid. In each of the cases (a),
(b) or (c) above, such notice shall also be delivered by email at the addresses set forth below.
Notices shall be deemed received (1) upon actual receipt in the case of personal delivery; (2) one
Business Day after deposit with a nationally-recognized overnight courier as evidenced by a
receipt of deposit; (3) three Business Days following deposit in the U.S. Mail, as evidenced by a
return receipt; or ( 4) upon being sent to the appropriate email addresses listed below with
confirmation of receipt. Notices shall be directed to the parties at their respective addresses
21
DEN-122580-11
shown below, or such other address as either party may, from time to time, specify in writing to
the other in the manner described above:
If to Buyer, at:
Quadrant Wheat Ridge Comers, LLC
c/o Quadrant Properties
981 Southpark Drive
Littleton, CO 80120
Attn: Robert Turner
Phone: (303) 800-0921
E-mail: btumer@quadrantcolorado.com
With a copy to:
DEN-122580-1 I
Quadrant Properties
353 Marshall Ave., Suite i
St. Louis, MO 63119
Attn: Rodney Jones
Phone: 314-227-6050
E-mail: RJ@quadprop.com
The Kroenke Group
Attn: Jason Meyerpeter
211 N. Stadium Blvd., Suite 201
Columbia, MO 65203
Phone: 573-449-8323
Email: jmeyerpeter@thekroenkegroup.com
Husch Blackwell LLP
1700 Lincoln Street, Suite 4700
Denver, CO 80203-4547
Attn: Robert Detrick
Phone: 303.892.4448
E-mail: Robert.Detrick@huschblackwell.com
Husch Blackwell LLP
190 Carondelet Plaza, Suite 600
St. Louis, MO 63105
Attn: J. Andrew Crossett
Phone: 314-480-163 8
E-mail: Andrew.Crosset@huschblackwell.com
22
If to Seller at:
Patrick Goff
City Manager
City of Wheat Ridge
7500 W. 29th Ave.
Wheat Ridge, CO 80033
Phone:303-235-2805
E-mail: pgoff@.ci.wheatridge.co.us
And:
Steve Art
Executive Director
Renewal Wheat Ridge
7500 W. 29th Ave.
Wheat Ridge, CO 80033
Phone: 303-235-2806
E-mail: sart@ci.wheatridge.co.us
With a copy to:
Hoffinann, Parker, Wilson & Carberry
511 16th St., Suite 610
Denver, CO 80202
Attn: Corey Hoffinann
Phone: 303-951-2094
E-mail: cyh@cpwclaw.com
10.3 Attorney's Fees. In any action or proceeding arising out of this Agreement, each
party shall bear its own attorney's fees, and the prevailing party shall be entitled to recover only
court costs from the non-prevailing party incurred by such party in enforcing its rights hereunder.
This Section shall survive the termination of this Agreement or Closing, as appropriate.
10.4 Time of the Essence. Time is of the essence in this Agreement as to each
provision in which time is an element of performance.
10.5 No Ri ghts or Obligations to Third Parties. Except as otherwise expressly
provided in this Agreement, the execution and delivery of this Agreement shall not be deemed to
confer any rights upon, nor obligate any of the parties, to any person or entity other than Seller
and Buyer.
10.6 Review by Counsel. Each party and its counsel have reviewed and approved this
Agreement and any ambiguities shall not be resolved against the drafting party.
10. 7 Effectiveness of Agreement. This Agreement shall not be effective and shall not
be binding on Buyer and Seller unless and until fully executed and delivered by Buyer and
Seller.
23
DEN-122580-11
10.8 Dates not Falling on a Business Day. If any deadline by or on which any action
specified in this Agreement is to occur falls on a day that is not a Business Day, then such
deadline shall be deemed extended to the next Business Day.
10.9 Entire Agreement. This Agreement sets forth the entire agreement between the
parties regarding the Property and supersedes any prior agreements, negotiations or
understandings of the parties.
10.10 Governing Law. This Agreement shall be governed by the laws of the State of
Colorado irrespective of conflicts oflaw principals.
10.11 Severability. If any provision of this Agreement is invalid or unenforceable, the
remaining provisions shall not be affected thereby, and every provision of this Agreement shall
be valid and enforceable to the fullest extent permitted by law.
10.12 Amendment. The terms of this Agreement may not be modified or amended
except by an instrument in writing executed and delivered by Seller and Buyer.
10.13 Waiver. The waiver or failure by either to enforce any provision of this
Agreement shall not operate as a waiver of any future breach of any such provision or any other
provision of this Agreement.
10.14 Incorooration. All recitals set forth above and the Exhibits attached to this
Agreement are an integral part of this Agreement and are incorporated into this Agreement by
reference.
10 .15 Jurisdiction and Venue. The parties agree that District Court of Jefferson County,
Colorado shall have exclusive jurisdiction and venue over all controversies in connection with
this Agreement and hereby submit to such jurisdiction and venue and waive the defense of forum
non conveniens.
10.16 Patriot Act; US Foreign Corrupt Practices Act. Each party hereto represents and
warrants to the other parties hereto as follows:
(a) Designated Persons. Each party hereto (the "Subject Party") hereby
represents and warrants, each to the other party hereto, that the Subject Party, nor to the Subject
Party's knowledge, any of its officers, directors, shareholders, partners, members or associates,
and no other direct or indirect holder of any equity interest in such Subject Party, if applicable, is
an entity or person: (i) that is listed in the Annex to, or is otherwise subject to, the provisions of
United States Presidential Executive Order 13224 issued on September 24, 2001 (the "Executive
Order"); (ii) whose name appears on the U.S. Department of the Treasury, Office of Foreign
Assets Control's ("OFAC") most current list of "Specifically Designated National and Blocked
Persons" (which list may be published from time to time in various mediums including, but not
limited to, the OFAC website, www.treas.gov/ofac); (iii) who commits, threatens to commit or
supports "terrorism" (as such term is defined in the Executive Order); or (iv) who is otherwise
affiliated with any entity or person listed above.
24
DEN-122580-11
(b) Corrupt Practices. No portion of the Closing proceeds hereunder has been
or will be used, directly or indirectly for, and no fee, commission, rebate or other value has been
or will be paid to, or for the benefit of, any governmental official, political party, official of a
political party or any other Person acting in an official capacity in violation of any applicable law,
including the U.S. Foreign Corrupt Practices Act of 1977, as amended.
10.17 Waiver of J urv Trial. The parties hereto hereby waive the right to a jury trial in
any action or proceeding based upon, or related to any aspect to the transactions contemplated
by, this Agreement.
10.18 Counterparts. This Agreement may be executed in any number of counterparts,
including electronically scanned counterparts, each of which shall be deemed to be an original
and all of which counterparts taken together shall constitute one agreement.
10.19 General Cooperation. Notwithstanding any other provision of this Agreement to
the contrary, and notwithstanding the Closing of the sale of the Property to Buyer, Buyer and
Seller agree in good faith before and after such Closing to execute such further or additional
documents, and to take such other actions, as may be reasonably necessary or appropriate to fully
carry out the intent and purpose of the parties as set forth in this Agreement. Without limiting
the parties' general requirement of cooperation as set forth herein, Seller, prior to Closing, shall
reasonably cooperate with and assist Buyer in obtaining the Governmental Approvals which
assistance shall include Seller's execution, in Seller's capacity as fee owner of the Land, of the
plat subdividing the Land and surrounding real property.
10.20 Survival of Provisions. Any provisions of this Agreement which require
observance or performance after the date of Closing shall continue in full force and effect
following the Closing.
10.21 Brokerage. Each party represents to the other that no brokers have been involved
in this transaction. It is agreed that if any Claims for brokerage commissions or fees are made
against Buyer or Seller, all such Claims shall be handled and paid by the party whose actions or
alleged commitments form the basis of such Claim. This Section 10.21 shall survive Closing.
10.22 No Recording. Buyer shall not record this Agreement nor any memorandum of
this Agreement without the prior written consent of Seller.
[Signatures appear on the following page.]
25
DEN-122580-11
IN WITNESS WHEREOF, Seller and Buyer have executed this Agreement as of the
dates set forth below to be effective as of the Effective Date.
DEN-122580-11
SELLER:
Wheat Ridge Urban Renewal Authority,
d/b/a Renewal Wheat Ridge
'~~ By: 1 f-,..-
Tim Rogers, Chairman
\2-2 .. :z...-1-b
BUYER:
Quadrant Wheat Ridge Corners, LLC,
a Missouri limited liability company
By:~~~~~~~~~~~~
Name: -------------Title: -------------Date: ____________ _
(b) Corrupt Practices. No portion of the Closing proceeds hereunder has been
or will be used, directly or indirectly for, and no fee, commission, rebate or other value has been
or will be paid to, or for the benefit of, any governmental official, political party, official of a
political party or any other Person acting in an official capacity in violation of any applicable law,
including the U.S. Foreign Corrupt Practices Act of 1977, as amended.
10.17 Waiver of Jury Trial. The parties hereto hereby waive the right to a jury trial in
any action or proceeding based upon, or related to any aspect to the transactions contemplated
by, this Agreement.
10.18 Counterparts. This Agreement may be executed in any number of counterparts,
including electronically scanned counterparts, each of which shall be deemed to be an original
and all of which counterparts taken together shall constitute one agreement.
10.19 General Cooperation. Notwithstanding any other provision of this Agreement to
the contrary, and notwithstanding the Closing of the sale of the Property to Buyer, Buyer and
Seller agree in good faith before and after such Closing to execute such further or additional
documents, and to take such other actions, as may be reasonably necessary or appropriate to fully
carry out the intent and purpose of the parties as set forth in this Agreement. Without limiting
the parties' general requirement of cooperation as set forth herein, Seller, prior to Closing, shall
reasonably cooperate with and assist Buyer in obtaining the Governmental Approvals which
assistance shall include Seller's execution, in Seller's capacity as fee owner of the Land, of the
plat subdividing the Land and surrounding real property.
10.20 Survival of Provisions. Any provisions of this Agreement which require
observance or performance after the date of Closing shall continue in full force and effect
following the Closing.
10.21 Brokerage. Each party represents to the other that no brokers have been involved
in this transaction. It is agreed that if any Claims for brokerage commissions or fees are made
against Buyer or Seller, all such Claims shall be handled and paid by the party whose actions or
alleged commitments form the basis of such Claim. This Section 10.21 shall survive Closing.
10.22 No Recording. Buyer shall not record this Agreement nor any memorandum of
this Agreement without the prior written consent of Seller.
[Signatures appear on the following page.]
25
DEN-122580-11
IN WI1NESS WHEREOF, Seller and Buyer have executed this Agreement as of the
dates set forth below to be effective as of the Effective Date.
ATTEST:
Steve Art, Secretary
DEN-122580-11
SELLER:
Wheat Ridge Urban Renewal Authority,
d/b/a Renewal Wheat Ridge
By:
Tim Rogers, Chairman
BUYER:
Quadrant Wheat Ridge Corners, LLC,
a Missouri limited liability company
IN WITNESS WHEREOF, the below signed have executed this Agreement to be
effective as of the Effective Date.
Steve Art, Secretary
STATE OF COLORADO )
Fi )Ji,;, V-n ) ss.
RWR:
Wheat Ridge Urban Renewal Authority,
d/b/a Renewal Wheat Ridge
By:
Tim Rogers, Chairman
COUNTYO~\)
f\ . l ~h~ foregoing instrument was acknowledged before me this $ day of
~· 2016, by Tim Rogers and Steve Art, who are the chairman and secretary,
respectively, of the Wheat Ridge Urban Renewal Authority, d/b/a Renewal Wheat Ridge.
Witness my hand and official seal.
My commission expires:
1a/J3)9
DEN-122580-11
Exh. C
KAREN J. VAN ERT NOTARY PUBLIC STATE ()f COLORADO NOTARY ID 20004009605 MY COliMSSION EJ(PRS OCTOBER 23. 2019
District Court of Jefferson County, Colorado.
18. Counterparts. This Agreement may be executed in counterparts, each of which,
when executed, shall be deemed an original and both of which together shall be deemed one and
the same instrument.
19. Warrant of Title. RWR represents that it is the owner of the Property and that
it has the power and authority to execute this Agreement. This Agreement is granted subject to
prior, recorded grants of easements.
20. Governmental Immunity. The parties hereto understand and agree that RWR is
relying on, and does not waive by any provision of this Agreement, the monetary limitations or
rights, immunities and protections provided by the Colorado Governmental Immunity Act, as
from time to time amended, or otherwise available under Colorado law to R WR, its affiliated
entities, elected or appointed officials, employees, agents, and volunteers.
21. Recitals. The recitals set forth above are incorporated herein by reference.
[signature pages to follow]
9Ji, ""' <1"-j~A .. /;
I 'J i,,11\°[ :'
, ~ :t~tJ."r}'
•,1,, .... ~l1\f\):lf
C'1.... :~,~ I
Exh.C
DEN-122580-11
EXHIBIT A
LAND
Legal Description Prior to Recording of The Comers Filing No. 1 Subdivision Plat:
The North 198 feet of Tract 1, Adkins Subdivision, except that portion conveyed to the City of
Wheat Ridge by instrument recorded October 26, 1992 at Reception No. 92136103, County of
Jefferson, State of Colorado.
Legal Description After Recording of The Comers Filing No. 1 Subdivision Plat:
Lot 2, The Comers Filing No. 1 in the City of Wheat Ridge, State of Colorado, as shown on that
certain plat recorded at Reception No.
County of Jefferson, State of Colorado. [To be revised to match the legal description
contained within the title commitment following recording of The Corners Filing No. 1
subdivision plat]
Exh. A-1
DEN-122580-11
EXHIBITB
FORM OF DEED
When recorded, return to:
BARGAIN AND SALE DEED
[C.R.S. 38-30-115]
THIS BARGAIN AND SALE DEED made this __ day of , 20 __ ,
between Wheat Ridge Urban Renewal Authority, d/b/a Renewal Wheat Ridge (the "Grantor"),
whose mailing address is and (the "Grantee"),
whose mailing address is ________ _
Witnesseth, Grantor, for and in consideration of the sum of Ten and N0/100 Dollars
($10.00), and other good and valuable consideration, in hand paid by the Grantee, the receipt and
sufficiency of which are hereby acknowledged, does hereby grant, bargain, sell, convey and
confirm unto Grantee, its successors and assigns forever, all of Grantor's interest, if any, in and
to that certain real property, situate, lying and being in the County of Jefferson, State of
Colorado, described as follows:
See Exhibit A attached hereto and incorporated herein
also known by street and number as 7690 West 38th Avenue, What Ridge, Colorado
80033, together with (i) all improvements owned by Grantor and located thereon, if any, and (ii)
all rights, privileges, easements and appurtenances owned by Grantor appertaining thereto, if
any, and (iii) all right, title, and interest in and to and under adjoining streets, rights of way and
easements, if any.
[Signatures follow]
Exh. B-1
DEN-122580-11
In Witness Whereof, Grantor has executed this Deed to be effective as of the date first set
forth above.
Wheat Ridge Urban Renewal Authority,
d/b/a Renewal Wheat Ridge
By;_\_~_. -~~----
Name: I' en R <-:i<--e gS
Title: Cr1<'.:.\,~Ao:-..J. "\?.,~~
Date: \ l... -:J..' · \ ~
STATE OF fc/_mttd0 )
COUNTY OF ix-. ~V ) 'l;f ) SS.
~ f ! ~~ foregoing instr~e_nt was acknowledged before yp.e . this ~ ~1iJ!!/1 . ,201~,by[, 2an RQe&rr;J ]as[ eh'UL~
Wheat Ridge Urban Renewal Authority d/bJa R~ewal Wheat Ridge.
Witness my hand and official seal.
My commission expires: Jo/:;?)~/ q
'
(SEAL)
KAREN J. VAN ERt NOJMY PIJ8UC STATE Of COl.ORADO NOTARY ID 20004009e05 tl'f<XWS8IONEXPRS OCTOBER 23. ~19
Exh. B -2
DEN-122580-1 I
day of
l of
Exhibit A
Legal Description
Lot 2, The Corners Filing No. 1 in the City of Wheat Ridge, State of Colorado, as shown on that
certain plat recorded , at Reception No.
County of Jefferson, State of Colorado. [To be revised to match the legal description
contained within the title commitment following recording of The Corners Filing No. 1
subdivision plat]
. .. ~
.• l
Exh. A to Exh. B
DEN-122580-11
Exhibit A
Legal Description
Lot 2, The Corners Filing No. 1 in the City of Wheat Ridge, State of Colorado, as shown on that
certain plat recorded , at Reception No.
County of Jefferson, State of Colorado. [To be revised to match the legal description
contained within the title commitment following recording of The Corners Filing No. 1
subdivision plat]
Exh. A to Exh. B
DEN-122580-ll
DEN-122580-JJ
EXHIBITC
EASEMENT AGREEMENT
(see attached)
Exh.C
EASEMENT AGREEMENT
THIS EASEMENT AGREEMENT (this "Agreement") is made as of January 3, 2017
(the "Effective Date"), by and between WHEAT RIDGE URBAN RENEWAL AUTHORITY,
d/b/a Renewal Wheat Ridge, a Colorado urban renewal authority and body corporate and politic
("RWR") and Quadrant Wheat Ridge Corners, LLC, a Missouri limited liability company
("Quadrant").
RECITALS
A. RWR owns certain real property located in Wheat Ridge, Colorado, as more
particularly described on Exhibit A attached hereto and made a part hereof (the "Property").
B. RWR and Quadrant are parties to that certain Purchase and Sale Agreement dated
as of the Effective Date contemplating the purchase and sale of the Property (the "Purchase
Agreement"). Capitalized terms used herein and not otherwise defined shall have the meanings
given to such terms in the Purchase Agreement.
C. Quadrant is under contract with various third party owners to acquire the real
property located within the immediate vicinity of the Property, as such real property is more
particularly described on Exhibit B attached hereto and made a part hereof (the "Additional
Property").
D. Quadrant plans to develop a mixed-use project on the Property and the Additional
Property (the "Project").
E. In connection with the construction and development of the Project, Quadrant
desires to utilize the Property prior to the Closing.
D. In order to help facilitate the construction and development of the Project, RWR
now desires to grant Quadrant certain easements on, over, under, through and across the
Property, and Quadrant desires to accept such grant of easements, subject to the terms and
conditions set forth herein.
AGREEMENT
NOW, THEREFORE, in consideration of the mutual promises set forth in this
Agreement, and other good and valuable consideration the receipt and sufficiency of which the
parties acknowledge, RWR and Quadrant hereby covenant and agree as follows:
1. Grant of Easements. Subject to the terms and conditions of this Agreement, RWR
hereby grants and conveys to Quadrant:
Exh.C
DEN-122580-11
(a) a nonexclusive, temporary construction staging easement (the
"Construction Staging Easement") on, over, through and across the Property, for the following
purposes related to the construction and development of the Project:
(i) to install temporary construction trailers on the Property;
(ii) to construct temporary parking and storage areas on the Property;
(iii) to store construction materials and supplies and park construction
equipment and other vehicles on the Property;
(iv) to receive and unload materials and supplies;
(v) to construct security fencing and gates around the boundary of the
Property; and
(vi) any other reasonable construction staging related purpose m
connection with the Project.
(b) a nonexclusive, perpetual utility easement (the "Utility Easement") on,
over, under, through and across the Property for the purposes of installation, construction,
operation, maintenance, repair, replacement, relocation and removal of all utility and service
lines and systems, including, without limitation, water, sewer, gas, telephone, electricity and
cable communication lines and related facilities in substantial conformance with the
Construction Plans for The Corners at Wheat Ridge prepared by Point Consulting, LLC (Job No.
14.04.032) (the "Construction Plans"); and
(c) a nonexclusive, perpetual easement (the "Improvement Easement" and
together with the Construction Staging Easement and the Utility Easement, collectively, the
"Easement"), on, over, under, through and across the Property for the purpose of removing
asphalt from the Property and the location, construction, installation, use, maintenance, repair,
replacement, relocation, removal and reconstruction of improvements required by the City of
Wheat Ridge (the "City") as part of the development of the Project, as more particularly shown
on and in substantial conformance with the Construction Plans, including, but not limited to,
street, sidewalk, traffic control, signage and landscaping improvements,
together with the right of ingress and egress in, to, over, through and across the Property for any
purpose necessary for the full enjoyment of the rights granted herein.
The Construction Plans, site plan and all other approvals required for the Project and affecting
the Property (the "Project Documents and Approvals") have been reviewed (or will be subject to
review) by the City, and RWR agrees to coordinate its review of any such Project Documents
and Approvals with the City. RWR shall be deemed to have approved any such Project
Documents and Approvals approved by the City. To the extent a change or modification to any
Project Documents or Approvals requires the prior approval of the City, RWR shall also have the
right to review such change or modification concurrently with the City's review, as set forth in
this paragraph.
Exh.C
DEN-122580-11
2. Permitted Users/Successors and Assigns/ No Third Party Beneficiaries. This
Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their
respective successors and permitted assigns and the benefit and burdens hereof shall constitute
covenants running with title to the Property and the Additional Property. Enforcement of this
Agreement and the rights and obligations hereunder are reserved solely for the owners of the
Property and the Additional Property, and not to any third party. Quadrant's successors,
permitted assigns, licensees, invitees, contractors, employees and agents are permitted to use the
Property for the purposes set forth herein and in accordance with the terms and conditions
hereof.
3. RWR's Rights in the Property. The parties acknowledge and agree that RWR will
perform, at its cost and expense, monitoring and remediation activities in connection with that
certain Voluntary Cleanup Program Application for 7690 West 38th Avenue & 3790 Yukon
Court, Wheat Ridge, Colorado dated December 10, 2013 approved by the Colorado Department
of Public Health and Environment ("CDPHE") on January 7, 2014 (the "VCUP") and CDPHE's
issuance of a "No Action Determination" letter for the Property (the "NAD Letter"). Quadrant
shall not interfere with and shall cooperate with RWR's monitoring and remediation activities on
the Property. Any use other than monitoring and remediation of the Property by RWR as set
forth herein shall be only for those uses that do not interfere with Quadrant's use and enjoyment
of the Property and that do not conflict with the Easement granted hereunder. For avoidance of
doubt, RWR's monitoring and remediation activities under the VCUP in connection with
CDPHE's issuance of the NAD Letter are expressly permitted and shall not be deemed to
interfere with Quadrant's use and enjoyment of the rights granted hereunder with respect to the
Property. To the extent permitted by applicable law, RWR hereby agrees to indemnify, defend
and hold harmless Quadrant from and against any and all liens, damages, losses, liabilities,
obligations, settlement payments, penalties, assessments, citations, directives, claims, litigation,
demands, defenses, judgments, suits, proceedings, costs, disbursements and expenses of any kind
or of any nature whatsoever (including, without limitation, reasonable attorneys', consultants' and
experts' fees) which may at any time be imposed upon, incurred by or asserted or awarded
against Quadrant arising directly or indirectly from or out of the presence or migration of the
present environmental contamination of the Property, as identified in the VCUP. RWR shall
have an obligation hereunder to include Quadrant as an additional named insured under its policy
of insurance. In the event that a claim for indemnification is made by Quadrant under this
Section 3, RWR shall promptly notify RWR's board of directors of such indemnity claim and
present information regarding such claim at a public meeting of the board. The obligations set
forth in this Section shall survive termination of this Agreement.
4. Maintenance and Repair and Risk of Loss. Notwithstanding anything to the
contrary in the Purchase Agreement, Quadrant shall be solely responsible for maintenance and
repair of the Property (along with any permanent or temporary improvements to be constructed
or installed on the Property as permitted pursuant to the terms of this Agreement) and shall be
responsible for all costs and expenses in connection therewith during the term of this Agreement.
For avoidance of doubt, any monitoring and remediation activities associated with the VCUP and
the issuance of the NAD Letter shall be RWR's sole responsibility at its sole cost and expense.
Further, Quadrant shall be responsible for any loss, damage or destruction to any improvements
(temporary or permanent), materials, supplies, equipment and vehicles or any other item or
Exh.C
DEN-122580-11
improvement located on the Property during the term of this Agreement. Notwithstanding any
provision to the contrary within this Agreement, if the Property or any improvements permitted
to be constructed or installed pursuant to the terms of this Agreement are damaged or destroyed
by the intentional act or negligence of RWR or by anyone for whom RWR is legally liable, then
RWR shall, within thirty (30) days after receipt of written request therefor from Quadrant,
reimburse Quadrant for all costs and expenses incurred to repair or to replace such damage to the
Property or improvements.
5. Mechanic's Liens. Quadrant shall keep the Property free and clear of all
mechanic's liens and other liens on account of work done for Quadrant or persons claiming under
Quadrant. Should Quadrant become aware of any liens filed or recorded against the Property or
the commencement of any action affecting the title thereto, Quadrant shall promptly give RWR
written notice thereof. Quadrant shall thereafter cause such liens to be removed of record within
thirty (30) days after Quadrant becomes aware of the filing of the liens, unless any foreclosure
action to enforce any such lien actually commences, in which case, Quadrant shall cause such
lien to be removed of record within five ( 5) business days after Quadrant becomes aware of such
foreclosure action. Quadrant's obligations to release any lien shall be performed regardless of
the validity of the actual claims that gave rise to the lien statement. Further, in the event the
Property is not timely released and discharged from the lien as provided in this section, RWR
may, at its option, with the assistance of attorneys of RWR's choosing, enter into, defend,
prosecute or pursue any effort or act~on (whether or not litigation is involved) which RWR
deems reasonably necessary to defend itself and the Property from and against all claims or
liability arising by, through or under Quadrant as set forth in this Section 5. Quadrant shall be
responsible for paying all actual costs and expenses (including reasonable attorneys' fees)
incurred by R WR in connection with any such effort or action hereunder to discharge any liens.
6. Insurance. Quadrant shall maintain, at its sole cost and expense, commercial
general liability insurance, with a primary limit of at least $1,000,000 per occurrence, and
$2,000,000 in the aggregate per policy period. This insurance must include personal injury,
contractual liability and broad form property damage coverages. All policies of liability
insurance maintained by Quadrant under this Agreement shall name RWR as an additional
named insured. Executed copies of such policies or certificates thereof shall be delivered to
RWR prior to Quadrant's use and enjoyment of the Property and thereafter at least thirty (30)
days prior to the expiration of the term of such policies. The policies shall require at least thirty
(30) days written notice sent to RWR before any cancellation or material change that reduces or
restricts the insurance. All insurance policies maintained or caused to be maintained by
Quadrant shall provide that (a) each such policy shall be primary without right of contribution
from any other insurance that may be carried by the parties, and (b) the insurance company will
have no right of subrogation against R WR. The insurance provisions of this Section 6 shall
survive for a period of two (2) years after the expiration or termination of this Agreement.
7. Compliance with Laws. In connection with its use of the Property hereunder,
Quadrant shall comply with all applicable federal, state and local laws and regulations, including
the Project Documents and Approvals, affecting Quadrant's use of the Property.
8. Indemnity. Quadrant shall indemnify, defend, and hold harmless RWR and its
directors, employees and agents (each, a "Relevant Person") from and against all claims,
Exh.C
DEN-122580-11
liabilities, liens, demands, actions, suits, proceedings, costs and expenses, including reasonable
attorneys' fees and costs, asserted against or incurred by a Relevant Person as a result of or in
connection with any act or omission occurring on or about Property caused by Quadrant, its
licensees, invitees, contractors, employees and agents, or arising directly or indirectly from this
Agreement, except to the extent that such act or omission results from the negligence or willful
misconduct of a Relevant Person and/or is related to or arises from the present environmental
contamination of the Property as identified in the VCUP or the ongoing monitoring and
remediation of such contamination.
9. Term. This Agreement shall automatically terminate without further action by the
parties hereunder on the date that Quadrant or any affiliate or permitted assign of Quadrant
acquires fee ownership of the Property pursuant to the terms of the Purchase Agreement. In the
event that Quadrant (or any affiliate or permitted assign of Quadrant) does not acquire fee
interest in the Property or initial construction of the Project is complete prior to any such
conveyance pursuant to the terms of the Purchase Agreement, the Construction Staging
Easement shall terminate on the date that is thirty (30) days following the completion of the
initial construction of the Project.
10. Notice of Default and Remedies. In the event either party is in default of any
provision hereof, the non-defaulting party, as a condition precedent to its remedies, must give the
defaulting party written notice of the default in strict accordance with the notice provisions set
forth in Section 12 below. The defaulting party shall have ten (10) Business Days from receipt
of such notice to cure the default; provided, however, that such 10-Business Day period may be
extended by the number of days it takes to cure such default (not to exceed ninety (90) days) so
long as the defaulting party is actively pursuing a cure for such default. If the defaulting party
timely cures the default, the default shall be deemed waived, and this Agreement shall continue
in full force and effect. If the defaulting party does not timely cure such default (as provided
hereunder), the non-defaulting party shall be entitled to terminate this Agreement and/or pursue
all remedies available to it. In the event Quadrant is the defaulting party and this Agreement is
terminated, Quadrant shall immediately remove any items stored or located on the Property,
including but not limited to, trailers, vehicles, machinery, equipment, supplies and materials.
11. Costs of Legal Proceedings. In any action or proceeding arising out of this
Agreement, each party shall bear its own attorney's fees and the prevailing party shall be entitled
to recover only court costs from the non-prevailing party incurred by such party in enforcing its
rights hereunder. This Section shall survive termination of this Agreement.
12. Notices. Any notice or other communication required or permitted to be given
under this Agreement ("Notices") shall be in writing and shall be (a) personally delivered;
(b) delivered by a nationally-recognized overnight courier; or (c) delivered by certified mail,
return receipt requested and deposited in the U.S. Mail, postage prepaid. In each of the cases (a),
(b) or (c) above, such notice shall also be delivered by email at the addresses set forth below.
Notices shall be deemed received (i) upon actual receipt in the case of personal delivery; (ii) one
Business Day after deposit with a nationally-recognized overnight courier as evidenced by a
receipt of deposit; (iii) three Business Days following deposit in the U.S. Mail, as evidenced by a
return receipt; or (iv) upon being sent to the appropriate email addresses listed below with
confirmation of receipt. Notices shall be directed to the parties at their respective addresses
Exh. C
DEN-122580-11
shown below, or such other address as either party may, from time to time, specify in writing to
the other in the manner described above:
If to Quadrant at:
Quadrant Wheat Ridge Comers, LLC
c/o Quadrant Properties
981 Southpark Drive
Littleton, CO 80120
Attn: Robert Turner
Phone: (303) 800-0921
E-mail: bturner@quadrantcolorado.com
With a copy to:
Quadrant Properties
353 Marshall Ave., Suite i
St. Louis, MO 63119
Attn: Rodney Jones
Phone:314-227-6050
E-mail: RJ@quadprop.com
The Kroenke Group
Attn: Jason Meyerpeter
211 N. Stadium Blvd., Suite 201
Columbia, MO 65203
Phone: 573-449-8323
Email: jmeyerpeter@thekroenkegroup.com
Husch Blackwell LLP
1700 Lincoln Street, Suite 4700
Denver, CO 80203-4547
Attn: Robert Detrick
Phone: 303.892.4448
E-mail: Robert.Detrick@huschblackwell.com
Husch Blackwell LLP
190 Carondelet Plaza, Suite 600
St. Louis, MO 63105
Attn: J. Andrew Crossett
Phone:314-480-1638
E-mail: Andrew.Crosset@huschblackwell.com
Ifto RWR at:
DEN-122580-11
Patrick Goff
City Manager
Exh.C
City of Wheat Ridge
7500 W. 29th Ave.
Wheat Ridge, CO 80033
Phone:303-235-2805
E-mail: pgoff(czjci.wheatridge.co.us
And:
Steve Art
Economic Development/Urban Renewal Manager
City of Wheat Ridge
7500 W. 29th Ave.
Wheat Ridge, CO 80033
Phone: 303-235-2806
E-mail: sart@ci.wheatridge.co.us
With a copy to:
Hoffmann, Parker, Wilson & Carberry
511 16th St., Suite 610
Denver, CO 80202
Attn: Corey Hoffmann
Phone: 303-951-2094
E-mail: cyh@cpwclaw.com
13. Entire Agreement; Amendment. This Agreement and the Purchase Agreement
sets forth the entire understanding among the parties hereto regarding the matters addressed
herein, and supersedes any previous communications, representations or agreement, whether oral
or written. This Agreement shall not be amended, modified or supplemented, except by written
document executed and delivered by both parties.
14. Severabilitv. If a court of competent jurisdiction determines any provision of this
Agreement to be invalid or unenforceable, the remaining provisions shall not be affected thereby,
and every provision of this Agreement shall be valid and enforceable to the fullest extent
permitted by law.
15. Easement Appurtenant. The burdens and benefits of the Easement shall run with
and be appurtenant to the Property and the Additional Property, such that a transfer of legal title
to all or a portion of the Property and the Additional Property shall automatically transfer an
interest in such burdens and benefits, as appropriate.
16. Recording. This Agreement, and any amendment hereto, shall be recorded by and
at Quadrant's expense. Quadrant shall provide RWR with a copy of this Agreement showing the
recording information as soon as practicable thereafter.
1 7. Governing Law and Venue. This Agreement shall be constructed in accordance
with and governed by the laws of the State of Colorado. Venue for any dispute shall be in the
Exh.C
DEN-122580-11
District Court of Jefferson County, Colorado.
18. Counterparts. This Agreement may be executed in counterparts, each of which,
when executed, shall be deemed an original and both of which together shall be deemed one and
the same instrument.
19. Warranty of Title. RWR represents that it is the owner of the Property and that
it has the power and authority to execute this Agreement. This Agreement is granted subject to
prior, recorded grants of easements.
20. Governmental Immunity. The parties hereto understand and agree that RWR is
relying on, and does not waive by any provision of this Agreement, the monetary limitations or
rights, immunities and protections provided by the Colorado Governmental Immunity Act, as
from time to time amended, or otherwise available under Colorado law to RWR, its affiliated
entities, elected or appointed officials, employees, agents, and volunteers.
21. Recitals. The recitals set forth above are incorporated herein by reference.
[signature pages to follow]
Exh.C
DEN-122580-11
IN WITNESS WHEREOF, the below signed have executed this Agreement to be
effective as of the Effective Date.
ATTEST:
Steve Art, Secretary
STATE OF COLORADO )
) SS.
COUNTY OF )
RWR:
Wheat Ridge Urban Renewal Authority,
d/b/a Renewal Wheat Ridge
By:
Tim Rogers, Chairman
The foregoing instrument was acknowledged before me this __ day of
------·' 2016, by Tim Rogers and Steve Art, who are the chairman and secretary,
respectively, of the Wheat Ridge Urban Renewal Authority, d/b/a Renewal Wheat Ridge.
Witness my hand and official seal.
Notary Public
My commission expires:
Exh.C
DEN-122580-11
STATE OF ------
COUNTY OF
)
) SS.
)
QUADRANT:
Quadrant Wheat Ridge Corners, LLC, a
Missouri limited liability company
By:
Name: -------------Title:
The foregoing instrument was acknowledged before me this __ day of
2016, by as
_____________ of Quadrant Wheat Ridge Corners, LLC, a Missouri
limited liability company.
Witness my hand and official seal.
Notary Public
My commission expires:
Exh.C
DEN-122580-11
EXHIBIT A
The Property
The North 198 feet of Tract 1, Adkins Subdivision, except that portion conveyed to the City of
Wheat Ridge by instrument recorded October 26, 1992 at Reception No. 92136103, County of
Jefferson, State of Colorado.
Exh.C
DEN-122580-11
EXHIBITB
The Additional Property
TRACT 1:
LOT 1 AND TRACT C, JOHN ELWAY AUTONATION U.S.A. FINAL PLAT, A
SUBDIVISION OF A PART OF THE CITY OF WHEAT RIDGE, COUNTY OF JEFFERSON,
STATE OF COLORADO.
TRACT2:
ALL THAT PORTION OF THE NORTHEAST ONE-QUARTER OF THE NORTHWEST
ONE-QUARTER OF SECTION 26, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH
PRINCIPAL MERIDIAN, COUNTY OF JEFFERSON, STATE OF COLORADO,
DESCRIBED AS FOLLOWS:
BEGINNING AT A POINT 30 FEET WEST AND 30 FEET SOUTH OF THE NORTHEAST
CORNER OF THE NORTHWEST ONE-QUARTER OF SECTION 26, TOWNSHIP 3
SOUTH, RANGE 69 WEST; THENCE WEST 145 FEET; THENCE SOUTH 150 FEET;
THENCE EAST 145 FEET; THENCE NORTH 150 FEET TO THE POINT OF BEGINNING,
EXCEPT THAT PORTION GRANTED TO THE DEPARTMENT OF HIGHWAYS BY
INSTRUMENT RECORDED OCTOBER 20, 1959 IN BOOK 1229 AT PAGE 217 IN THE
RECORDS OF THE OFFICE OF CLERK AND RECORDER OF JEFFERSON COUNTY,
COLORADO; AND EXCEPT THAT PORTION GRANTED TO THE CITY OF WHEAT
RIDGE, COLORADO BY ORDER OF THE DISTRICT COURT RECORDED APRIL 29,
1997 AT RECEPTION NO. F0405701 IN SAID RECORDS, COUNTY OF JEFFERSON,
STATE OF COLORADO.
TRACT3:
THAT PART OF THE Nl/2 NEl/4 NWl/4 OF SECTION 26, TOWNSHIP 3 SOUTH, RANGE
69 WEST OF THE 6TH PRINCIPAL MERIDIAN AND DESCRIBED AS FOLLOWS:
COMMENCING AT A POINT 30 FEET WEST AND 30' SOUTH OF THE NE CORNER OF
THE El/2 OF THE NEl/4 OF THE NWl/4 OF SAID SECTION 26; THENCE SOUTH 150
FEET TO THE POINT OF BEGINNING; THENCE SOUTH ALONG A WEST RIGHT OF
WAY LINE OF WADSWORTH BOULEVARD 348 FEET; THENCE WEST PARALLEL TO
THE CENTER LINE OF WEST 38TH A VENUE 300 FEET; THENCE NORTH PARALLEL
TO THE CENTER LINE OF WADSWORTH BOULEY ARD 498 FEET TO A POINT ON
THE SOUTH LINE OF WEST 38TH AVENUE; THENCE EAST ALONG THE SOUTH LINE
OF WEST 38TH A VENUE 155 FEET; THENCE SOUTH PARALLEL TO THE CENTER
LINE OF WADSWORTH BOULEVARD 150 FEET; THENCE EAST PARALLEL TO THE
CENTER LINE OF WEST 38TH AVENUE 145 FEET TO THE POINT OF BEGINNING,
EXCEPT THAT PORTION THEREOF RESERVED BY THE COUNTY OF JEFFERSON
FOR PUBLIC ROADWAY PURPOSES IN COMMISSIONERS DEED RECORDED
JANUARY 6, 1958 IN BOOK 1098 AT PAGE 66; AND
EXCEPT THAT PORTION THEREOF AS DESCRIBED IN RULE AND ORDER
RECORDED OCTOBER 27, 1960 IN BOOK 1314 AT PAGE 493; AND EXCEPT THAT
PORTION THEREOF CONVEYED TO THE CITY OF WHEAT RIDGE BY WARRANTY
DEED RECORDED JANUARY 28, 1991 AT RECEPTION NO. 91007650,
Exh.C
DEN-122580-11
COUNTY OF JEFFERSON, STATE OF COLORADO.
TRACT4:
PARCEL II:
THE SOUTH 30 FEET OF THE NORTH 228 FEET OF TRACT 1, ADKINS SUBDIVISION,
COUNTY OF JEFFERSON,
STATE OF COLORADO.
Exh.C
DEN-122580-11
DEN-122580-11
EXHIBITD
ESCROW AGREEMENT
(see attached)
Exh.D
First American Title Insurance Company
National Commercial Services
Date:
Escrow No:
Property: 7690 W. 38th Ave., Wheat Ridge, CO 80033
Escrow Receipt
Escrow Officer: Katie Miller
Phone: (303)876-1120
The undersigned, FIRST AMERICAN filLE INSURANCE COMPANY NATIONAL COMMERCIAL
SERVICES ("Escrow Agent"), acknowledges receipt of $ (the
"Deposit") to be held pursuant to the Purchase and Sale Agreement (the "Purchase
Agreement") between Quadrant Wheat Ridge Corners, LLC ("Buyer") and Wheat Ridge Urban
Renewal Authority, d/b/a Renewal Wheat Ridge ("Seller"), to which this Escrow Receipt is
attached. Escrow Agent agrees to hold the Deposit in accordance with the terms of the
Purchase Agreement and disburse the same strictly in accordance with such terms. Escrow
Agent shall invest the Deposit as set forth in the Purchase Agreement, and any interest, to the
extent applicable, shall accrue for the benefit of the parties as set forth in the Purchase
Agreement.
Any interest-bearing account shall, for tax purposes, be held under the tax identification
number of the Buyer.
Buyer and Seller represent that their respective Tax I.D. Numbers are:
Buyer: Seller:
Escrow Agent shall have no responsibility for any decision concerning performance of
effectiveness of the Purchase Agreement or to resolve any disputes concerning the Purchase
Agreement or with regard to the Deposit. Escrow agent shall be responsible only to act in
accordance with the joint and mutual direction of both Buyer and Seller, or in lieu thereof, the
direction of a court of competent jurisdiction. Buyer and Seller undertake to hold Escrow
Agent harmless from all claims for damages arising out of this Escrow Receipt and, to the
extent permitted by applicable law, do hereby agree to indemnify Escrow Agent for all costs
and attorney's fees except for Escrow Agent's failure to account for the funds held hereunder,
or acting in conflict with the terms hereof.
Exh.D
DEN-122580-11
(Signatures on Following Page)
Escrow Agent
FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL
SERVICES
By: ____________ _
Its: _____________ _
Buyer:
Quadrant Wheat Ridge Corners, LLC,
a Missouri limited liability company
By:-----------Name: __________ _
Seller:
Wheat Ridge Urban Renewal
Authority, d/b/a Renewal Wheat
Ridge, a Colorado urban renewal
authority and body corporate and politic
By:-----------
Title:------------Name: __________ _
Exh.D
DEN-122580-11
Title:------------
Exh.D
DEN-122580-11
Escrow Agent
FIRST AMERICAN TITLE INSURANCE COMPANY NATIONAL COMMERCIAL
SERVICES
By:_~~~~~~~~~~-
1~:-----------~
Buyer:
Quadrant Wheat Ridge Corners, LLC,
a Missouri limited liability company
By:~----------Name: __________ _
Title: __________ _
Seller:
Wheat Ridge Urban Renewal
Authority, d/b/a Renewal Wheat
Ridge, a Colorado urban renewal
authority and body corporate and politic
By: \~ ~
Name: 'T1 (V) T.tefe=E R....<)
Title: C.H P)1Jl..-.oa e ~