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HomeMy WebLinkAbout25-16 Approving an Agreement for Option to Purcase of Real Property at 12623 Canoe Street 01-22-2025RESOLUTION N0.25-16 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING AN AGREEMENT FOR OPTION FOR PURCHASE OF PROPERTY PERTAINING TO REAL PROPERTY LOCATED AT 12623 CANOE STREET WHEREAS, the Town of Firestone ("Town") has the opportunity to purchase the real property located at 12623 Canoe Street ("Property"), which is owned by Roohallah Mobarez; and WHEREAS, pursuant to state law, the Town may, without an election, purchase real property for public purposes; and WHEREAS, the Town desires to purchase the Property for public and/or municipal purposes, which include but are not limited to, improving the economic well-being of the community, promoting, enhancing and maintaining a high quality of life, expanding and upgrading the tax base, community revitalization, establishing and preserving a neighborhood character, attracting residents and talent; and WHEREAS, the Town Board of Trustees finds that the purchase of the Property will be of benefit to both the Town and the community; and WHEREAS, the Town Manager, on behalf of the Town, has negotiated the material terms of an agreement with Mr. Mobarez for an option to purchase the Property ("Purchase Option and WHEREAS, the Town Board of Trustees desires to ratify and approve the Purchase Option, and to direct the Town Manager to move forward with such inspections and other due diligence matters as may be advisable for the potential acquisition, as well as preliminary steps as necessary to finance the acquisition, and to negotiate and finalize a contract to purchase and sell real estate between the Town and Mr. Mobarez, in a form approved by the Town Attorney, subject to ratification and approval by the Town Board of Trustees. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO0 Section 1. The Town Board of Trustees authorizes the acquisition of the Property for public purposes stated above in accordance with the Purchase Option. Section 2. The Purchase Option between the Town of Firestone and Mr. Mobarez is approved in substantially the same form as the copy attached hereto and made a part of this Resolution, and the Town Manager is authorized to execute the Purchase Option on behalf of the Town. Section 3. The Town Attorney and Town Manager are authorized to negotiate and approve such other provisions to the Purchase Option or Amendments to the Purchase Option, as the Town Attorney and Town Manager determine are necessary or desirable for the protection of the Town, so long as such provisions or amendments do not significantly alter the material substance A the transaction, and the Town Manager or such person's designee are authorized to execute such amendment documents. Section 4. The Town Manager is authorized to negotiate, finalize, and execute on behalf of the Town a real estate purchase and sale agreement to acquire the Property ("Contract") in accordance with the Purchase Option and consistent with this resolution to carry out the intentions of the Town Board of Trustees, subject to approval as to form by the Town Attorney and the Town Board of Trustees' ratification and approval of the Contract. Section 5. Amendments to the Contract that do not significantly impact the substance A the transaction, such as modifying the timelines associated with title review, survey work and other matters related to due -diligence investigations, as well as allocation of the purchase price by the Seller to components being sold, are authorized and the Town Manager is authorized to execute such amendment documents. Section 6. The Town Manager is further authorized and directed to secure such inspections, and to pursue such other due diligence items, all as may be necessary and advisable For the potential sale of the Property, as well as commence any other preliminary steps as necessary to proceed to closing. Section 7. The Town Manager is further authorized to approve, sign, execute and deliver any and all documents necessary to perform under the Contract, to complete the transaction on behalf of the Town at closing, and to effectuate the conveyance of the Property to the Town. PASSED AND ADOPTED this 22nd day of J Jr. ATTEST: `r Missy Carranco, Deputy Town Clerk APPRO EXHIBIT A Purchase Option 3 AGREEMENT FOR OPTION FOR PURCHASE OF PROPERTY THIS AGREEMENT GRANTIVG EXCLUSIVE OPTION TO PURCHASE ("Agreement' ), is entered into this _ May of ahU 2025, is made and entered into by and between the TOWN OF FIRESTONE, a Colorado unicipal corporation, hereinafter referenced as the "Firestone" and ROOHALLAH MOBAREZ, hereinafter referenced as the "Mobarez" or "Seller." RECITALS A. Mobarez is the owner of the real property known by the street address of 12623 Canoe Street, Firestone, Colorado 80504, B. Firestone desires to obtain an option to purchase fee title to the Property, and Seller desires to grant Firestone such an option to purchase fee title pursuant to the terms and conditions of this agreement. NOW, THEREFORE, in consideration of the mutual promises and conditions contained herein, it is agreed by and between the parties as follows: 1. OPTION FOR PURCHASE OF PROPERTY. Subject to the terms and provisions of this Agreement, Seller hereby grants to Firestone an exclusive and irrevocable right and option to purchase (the "Option for Purchase" or "Option") fee title to the Property (defined below). The Option for Purchase of the Property is effective upon mutual execution of this agreement and will terminate at midnight, 12:00 a.m., exactly six (6) calendar months from the date of mutual execution, if not exercised by Firestone. The Option for Purchase may be exercised by Firestone by providing written notice of its intent to exercise the Option ("Option Exercise Notice") no later than midnight, 12600 a.m., exactly six (6) calendar months from the date of mutual execution. 2. CONSIDERATION FOR OPTION. As consideration for the option granted herein, Firestone will deposit into escrow with Land Title Guarantee Company or such other title company selected by Firestone (the "Title Company"), as escrow agent, earnest money totaling the sum of $20,000.00 ("Contract Deposit"). The Contract Deposit shall be made within 24 hours of the expiration of the Option Inspection Period (defined below) and shall be Fully refundable to Firestone until Firestone no longer has a right to terminate the Contract (defined below). 3. PURCHASE OF PROPERTY, A. Property Description: All of Seller's right, title and interest in and to the Lot 13, Block 5, Barefoot Lakes Filing #2, identified as 1207351360132 in Weld County, Colorado, as depicted on the map attached as Exhibit A, together with all appurtenant and related water rights and water rights -related property, including, more specifically, without limitation, all of the following (collectively, the "Property"), free and clear of rights of first refusal, other agreements and other encumbrances of any kind, except any to which Firestone consents in writing: Page 1 i. All surface, mineral, and geothermal estates and/or rights and/or interests in the land, together with and including all and singular the tenements, hereditaments, easements, rights -of -way and appurtenances belonging or in anywise appertaining or relating to the land, together with and including all improvements and fixtures of any kind located on the land and/or on any of the foregoing, and together with and including any and all rents, income, profits, proceeds, and products of and from any of the land; ii. All leasehold estates in the Property, subject to the obtaining of lessor's consent to the assignment to Firestone of the interests of Seller under any such lease agreements. iii. Any and all water rights appurtenant to or used upon the Property. B. Right of Purchase. Upon exercise of the Option in accordance with this Agreement, Firestone shall purchase from Seller, and Seller shall sell and convey to Firestone, the Property. C. Purchase Price. Upon exercise of the Option in accordance with this Agreement, the total purchase price for the Property shall be $800,000 and in accordance with the applicable provisions of paragraph 4 and paragraph 5 of this Agreement ("Purchase Price"), payable at closing to Seller in the form of "good funds," as defined by Colorado Law, or governmental check. The consideration paid for the option agreement ($20,000) shall be credited to Firestone's obligation to pay the purchase price. D. Closing Adjustments. General real estate property taxes and assessments for the year in which the closing occurs, if any, shall be apportioned between the parties between the most recent mill levy and assessment information and shall be final. Each party shall pay their respective closing costs and expenses. E. Closing. If a Contract (defined below) is entered into between Seller and Firestone, the parties intend that the Closing shall take place on or before April 15 2025 . At closing, Firestone will deliver to the Seller the purchase price, as adjusted, and Seller will deliver to Firestone a good and sufficient special warranty deed conveying fee title, which has infinite duration, is indefeasible, and is freely descendible, alienable and devisable, to the Property, free and clear of liens and encumbrances, except for a general lien for real property taxes for the year of closing. F. Possession. Possession of the Property will be delivered to Firestone at closing, free and clear of any and all leases. Seller shall be responsible for termination of any and all leases prior to closing. 4. OPTION EXERCISE NOTICE. From the date the Option Exercise Notice is delivered to Seller, Firestone shall have a thirty (30) day period within which to commence an initial due diligence investigation of the Property (the "Option Inspection Period"). Seller and Firestone agree to the following during the Option Inspection Period and beyond, as specified below: A. Option Inspection Documents. Seller shall provide to Firestone, at Seller's cost, within two (2) days of the Option Exercise Notice all documents pertaining to the Subject Property in Seller's possession, including, without limitation, the following, among others (collectively, the "Option Inspection Documents"): i. All plats of any of the Property, including, without limitation, survey plats; ii. All environmental audits and appraisals of the Property or any portion thereof; iii. Any engineering reports or studies completed within the last five (5) years related to the Property; and iv. Any leases) pertaining to or affecting the Property or any portion thereof. B. Existing Leases. If Firestone is not satisfied that such lease(s), if any exist, may be terminated by Seller so that possession of the Property may be delivered to Firestone at any closing hereunder, Firestone may terminate this Agreement by written notice to Seller on or before the expiration of the Option Inspection Period. In such event, Firestone shall have no obligation to pay the Contract Deposit. C. Beginning on the date that the Option Exercise Notice is delivered to Seller and terminating on the expiration of the Option Inspection Period, Firestone, including its representatives and agents, shall have the right, at any and all times, upon reasonable advance notice, to enter upon and, at its expense, to commence its initial due diligence inspection activities, including but not limited to conducting its own investigation and evaluation of the Property and to arrange for and coordinate any long lead time due diligence investigations. D. Seller shall cooperate with Firestone in its inspections, investigations, and evaluations of the Property. E. Firestone shall be solely responsible for all costs and fees associated with performing its initial due diligence activities related to the Property during the Option Inspection Period. F. At the end of the Option Inspection Period, if Firestone is not satisfied with the Property, in its sole and absolute discretion, it shall notify Seller and shall have no further obligation to Seller. 5. REAL ESTATE PURCHASE CONTRACT. If, at the end of the Option Inspection Period, Firestone wishes to pursue the acquisition of the Property, Firestone will prepare a draft real estate purchase contract ("Contract") within thirty (30) days from the end of the Option Inspection Period, based generally on the terms of this Agreement and in a form approved by the Town Manager and the Town Attorney. While Firestone is preparing the initial draft of Contract, Seller shall continue to refrain from marketing the Property to others while negotiating the terms of the Contract and while the Contract remains in effect. Once the Parties have reached agreement on the terms of the Contract, the Parties shall execute a Contract with respect to the Property. The Contract would contain the usual and customary conditions of those typically found in residential real estate contracts in the Denver, Colorado metro area for real Page 3 property of a similar nature. In addition, the contract would contain the following additional provisions: A. Survey RegZtired0 Prior to closing, Firestone may, at its expense, complete any additional surveying of the property required to satisfy the title insurance company's requirements for removing the standard preprinted exceptions from the Firestone's title insurance policy. If a survey is completed, the purchase of the property will be contingent upon Firestone's acceptance of the survey at its sole discretion. B. Title Insurance and Deed. Seller, at Seller's sole expense, would provide to Firestone a standard ALTA commitment for title insurance in the amount of the purchase price. Additional endorsements to, and extended coverage, of the commitment and the type of deed would be as negotiated between Seller and Firestone in the Contract. Seller and Firestone shall execute all real estate transfer tax declarations and real estate transfer tax shall be paid as set forth in the Contract. C. Liens and Encumbrances. The purchase of the Property is contingent upon Firestone's receipt of a title commitment that is acceptable to it, at its sole discretion. At the time of closing, Seller shall warrant the property to be free and clear of any liens, encumbrances and leases except for easements, rights -of -way, restrictions and mineral reservations of record or now in existence on the ground, and except for taxes and assessments for the year of closing, which shall be prorated to the date of delivery of the deed. D. Due Diligence. Firestone shall have a due diligence and inspection period of at least 70 days after mutual execution of the Contract to inspect and further investigate, at Firestone's expense, all aspects of the Property, together with a right to terminate the Contract at any time during this due diligence period for any reason, with no further liability to Seller. E. Hazardous Materials. Firestone will accept no liability, financial or otherwise, foI cleanup and disposal of any hazardous materials or underground storage tanks which may be present on the property. Seller warrants that to the best of Seller's knowledge, no asbestos, PCB's hydrocarbons or other hazardous substances have been used or stored on the property. Firestone shall have access to the Property to closing to inspect the Premises and to complete a Phase II environmental audit on the Real Estate. Firestone shall bear all costs associated with the audit. The purchase of the Premises is contingent upon the Firestone's acceptance of the environment audit and any inspections, at its sole discretion. A copy of the audit shall be furnished to the Seller prior to closing. F. Present Condition. Except as otherwise provided in the Contract, Seller is conveying the Property to Firestone in an "As Is" condition. Seller still must disclose all lrnown latent defects to Firestone and shall not be relieved of malting all disclosures required under the Contract. Except as expressly provided for in the Contract or for any issues discovered during the due diligence period related to the Property's roof structure and its other structural components, or the Property's HVAC, electrical or plumbing systems, which the Seller shall be responsible for repairing, Seller shall have no obligation to make any repairs, replacements, or alterations to the Property to accommodate Firestone's needs or requests, either before or after closing. 6. CONDITION OF TITLE AT CLOSING. The parties warrant that they will not, from the date of this agreement, until closing take any action or allow any action that would encumber title to the property interests to be conveyed pursuant to this agreement. In the event that any matters are discovered prior to closing that would adversely impact the merchantability of title, this Agreement may be terminated by Firestone by written notice to the other party, in addition to any other remedy that may be available to Firestone pursuant to paragraph 8 below, including recovery of damages. 7. CONFIDENTIALITY. Seller• and Firestone agree to keep any negotiations and communications between the Parties regarding this Agreement and the potential purchase of the Property confidential, including through the Option Inspection Period and thereafter, and shall not disclose any matter related to such negotiations and communications to any third party, except, on a "need to know" basis, to either patty's attorneys, accountants, or similar consultants if such attorneys, accountants, or similar consultants agree to keep such negotiations,, communications, and related matters confidential. This confidentiality provision shall apply throughout the Option Inspection Period and closing. In the event of that negotiations are terminated, each party will promptly deliver to the other party and will not retain any documents, work papers and other materials (and any reproductions thereof) obtained by each party or on its behalf from the other party as a result of this Agreement or in connection therewith, whether so obtained before or after the execution hereof, and will not use any non-public information so obtained and will use its reasonable efforts to keep such information confidential unless disclosure is required by law. Neither Seller nor Firestone may disclose the existence or status of this Agreement or negotiations of the Contract to any party other than Seller or Firestone's attorney, broker, lender, and other advisors relating to the purchase and sale of the premises unless disclosure is required by law. 8. DEFAULT AND REMEDIES. If a parry is not in default hereunder and the other party fails or refuses to consummate this Agreement for reasons other than a permitted termination, the party that is not in default may elect one of the following remedies: (i) Terminate this Agreement, or Enforce this Agreement by specific performance, or an action for damages including attorney fees, or, to the extent permitted by law, for both specific per•for•mance and damages; the parties agreeing and acknowledging that sole resort to monetary damages or other legal remedies would not adequately compensate the non -defaulting for breach of this Agreement, the subject matter hereof being unique and a proper subject for equitable relief. 9. MUTUAL RELEASE. Effective upon the closing of the sale of the Property, each Party hereby forever, fully and finally releases, relieves and discharges the other Party from and against from all known and unknown charges, complaints, claims, grievances, liabilities, obligations, promises, agreements, controversies, damages, actions, causes of action, suits, rights, demands, costs, losses, debts, penalties, fees, wages, expenses (including attorneys' fees and costs actually incurred), and punitive damages, of any nature whatsoever, whether at law or in equity, known or unknown, which they have, or may have had, against the Other Party, whether or not apparent or yet to be discovered, or which may hereafter develop, for any acts or omissions occurring from the beginning of time through the date of Closing, including but not limited to any claim in connection with the Property (the "Released Claims"), excluding only the performance and enforcement of the express obligations under this Agreement. This Agreement resolves any claim for relief that has or could have been alleged by either Party against the other Party relating to the Released Claims no matter how characterized, including, without limitation, compensatory damages, damages for breach of contract, bad faith damages, reliance damages, liquidated damages, punitive damages, costs, and attorneys' fees related to or arising from the Released Claims. 10. NON -APPROPRIATION. Seller acknowledges and is hereby given notice that the financial obligations of Firestone under this Agreement payable after the current fiscal year are contingent upon funds for this Agreement being appropriated, budgeted and otherwise made available to Firestone. In the event funds for this Agreement are not budgeted and appropriated by Firestone, in any year subsequent to the fiscal year of execution of this Agreement, Firestone may terminate this Agreement by giving the Seller notice of such non -appropriation. For purposes of this Agreement, the fiscal year of Firestone commences January 1 and ends December 31. 11. AMENDMENTS TO AGREEMENT. This written Agreement constitutes the entire Agreement of the parties. No representations, promises, terms, conditions or obligations regarding the subject matter of this Agreement, other than those expressly set forth herein, shall be of any force and effect. No modification, change or alteration of this Agreement shall be of any force or effect, unless in writing, signed by both parties. 12. SURVIVAL OF TERMS. Except for such of the terms, conditions, covenants and agreements hereof which are, by their very nature, fully and completely performed upon the Closing and transfer of the deed or deeds to be delivered hereunder, all of the terms, conditions, covenants and agreements herein set forth and contained, shall survive such Closing and shall continue thereafter to be binding upon and inure to the benefit of the parties hereto, their heirs, beneficiaries, personal representatives, assigns and successors in interest to title to the Property. 13. FURTHER ACTS. Seller and Firestone agree to perform or cause to be performed on or after the date of closing such further acts as may be reasonably necessary to consummate the transaction contemplated hereby. 14. NO COMMISSION. Neither party shall be responsible for any real estate commissions incurred by reason of this real estate transaction by the other party. 15. NOTICES. All notices, demands, requests and other communications required or permitted hereunder shall be in writing and shall be deemed delivered when actually received or, if earlier, and regardless whether actually received or not, three days after deposit in the United States Mail, first class, postage prepaid, registered or certified addressed as follows: Seller: Firestone: Town of Firestone Attn: AJ Krieger, Town Manager 9950 Park Avenue Firestone, CO 80504 303-833-3291 Either party may change its address by notice as aforesaid. 16. COVENANT NOT TO SUE AND TOLLING AGREEMENT. In consideration A, and effective upon the mutual execution of this Agreement, and for the period through and until thirty (30) days after the date of Closing, Seller agrees and covenants not to file any suit, claim, cause of action, charge, complaint or other pleading against the Town in any court or administrative agency for any acts or omissions occurring from the beginning of time through the date of Closing, including but not limited to any claim in connection with the Property. During the period of the covenant not to sue the Parties agree to toll any and all statutes of limitations. 17. SUCCESSORS IN INTEREST/ASSIGNABILITY. This Agreement, including without limitation all representations, warranties and indemnifications shall be binding upon and inure to the benefit of the parties hereto, their heirs, beneficiaries, personal representatives, successors and assignees. Firestone's interest in this agreement is fully assignable. 18. COUNTERPARTS. This Agreement may be executed in counterparts, and upon full execution thereof, such copies taken together shall be deemed to be a full and complete Agreement between the parties. 19. VENUE AND GOVERNING LAW. Venue for any and all legal actions regarding this Agreement shall lie in the District Court in and for the County of Weld, State of Colorado, and this transaction shall be governed by the laws of the State of Colorado. 20. INVALID PROVISIONS. If any provision of this Agreement is held to be illegal, invalid or unenforceable under present or future laws, such provisions shall be fully severable; this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement; and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this Agreement a legal, valid, and enforceable provision as similar in terms to such illegal, invalid or unenforceable provision as may be possible. IN WITNESS WHEREOF, the parties hereto have executed this Agreement. TOWN OF FIRESTONE By: SELLER. ✓ STATE OF ss. COUNTY OF The foregoing AGREEMENT GRANTING acknowledged before me this day of WITNESS my hand and official seal. My Commission expires, ROOHALLAH MOBAREZ EXCLUSIVE OPTION TO PURCHASE was 2025, by Roohallah Mobarez. Notary Public