HomeMy WebLinkAbout20203015.tiffRESOLUTION
RE: APPROVE PURCHASE AND SALE AGREEMENT FOR REAL PROPERTY
(PIERCE PIT - W1/2 OF S7, T8N, R65W) AND AUTHORIZE CHAIR TO SIGN -
CLIFF SIMPSON
WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
WHEREAS, the Board has been presented with a Purchase and Sale Agreement for Real
Property (Pierce Pit — W1/2 of Section 7, Township 8 North, Range 65 West of the 6th P.M., Weld
County, Colorado) between the County of Weld, State of Colorado, by and through the Board of
County Commissioners of Weld County, and Cliff Simpson, commencing upon full execution of
signatures, with further terms and conditions being as stated in said agreement, and
WHEREAS, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld
County, Colorado, that the Purchase and Sale Agreement for Real Property (Pierce Pit) between
the County of Weld, State of Colorado, by and through the Board of County Commissioners of
Weld County, and Cliff Simpson, be, and hereby is, approved.
BE IT FURTHER RESOLVED by the Board that the Chair be, and hereby is, authorized
to sign said agreement.
The above and foregoing Resolution was, on motion duly made and seconded, adopted
by the following vote on the 5th day of October, A.D., 2020.
BOARD OF COUNTY COMMISSIONERS
WELD COUNTY, COLORADO
ATTEST: dda400 .E1tO%e1 EXCUSED
Mike Freeman, Chair
Weld County Clerk to the Board
Steve Meno, Pro-Tem
BY:
Deputy Clerk to the Board
ScottlK. James
ED
Coun y Attorney
Date of signature: 1O/13 /2
Cc: c1:1(16), gc'(Bc/cD)
II/oH/2o
2020-3015
PR0036
PURCHASE AND SALE AGREEMENT
/11
THIS AGREEMENT ("Agreement") is entered into this �� day of , 2020
("Effective Date"), by and between the Board of County Commissioners of the County of Weld
("Seller") and Cliff Simpson ("Buyer").
WITNESSETH
WHEREAS, the Seller owns certain real property located in Section 7, Township 8
North, Range 65 West of the 6t11 P.M. in Weld County, Colorado and as described in Exhibit
"A," attached hereto and incorporated into this Agreement (the "Property"); and
WHEREAS, the Seller desires to sell and Buyer desires to purchase the Property upon the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual promises of the parties and other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties hereto agree as follows:
ARTICLE I
PROPERTY AND OTHER INTERESTS
1.1 Property and Other Interests. Buyer agrees to buy and Seller agrees to sell the Property,
together with all rights, easements, and benefits appurtenant thereto.
1.2 Inclusions. The Property includes the following:
1.2.1 All improvements, and any easements, servitudes, permits, licenses, and leases
appurtenant to the Property; and
1.2.2 All mineral rights associated with and/or appurtenant to the Property owned by
Seller, together with any and all surface use, access easements, and all rights in
connection therewith.
1.3 Exclusions. The Property does not include all title, right, interest, claim and demand in
and to all oil, gas, natural gas and hydrocarbons associated with the Property.
ARTICLE II
PURCHASE PRICE
2.1 Purchase Price. The purchase price for the Property is One Hundred Thousand and
no/100 Dollars ($100,000.00) ("Purchase Price"). No deposit with Seller shall be
required.
Page 1 of 8
ARTICLE III
TITLE AND CLOSING
3.1 Time and Place of Closing. Subject to and in accordance with the provisions of this
Agreement, closing of the purchase and sale of the Property ("Closing") shall be held at
the offices of Land Title Guarantee Company ("Title Company") ninety (90) days
from the date signature hereunder ("Closing Date").
3.2 Title Insurance. Buyer shall be responsible to obtain and pay for one or more
commitment(s) for an ALTA Owners Policy of Title Insurance ("Commitment")
committing the Title Company to issue a policy insuring title to the Property in
accordance with the Commitment in the name of the Buyer. A title insurance policy
consistent with the Commitment shall be issued or committed to be issued by the Title
Company as of the date of Closing and shall show no exceptions other than the
Permitted Exceptions (the "Title Policy").
3.3 Objections. Within seven (7) business days of receiving the Commitment, Buyer shall
deliver to Seller written notice of Buyer's objections to title, if any. Permissible
exceptions to title shall include only (together, "Permitted Exceptions"): (i) zoning
laws and building ordinances; and (ii) title exceptions shown on the Commitment to
which Buyer has not objected or is deemed to have accepted by failing to object. If
Buyer fails to so deliver a title objection notice on or before the above -stated date, then
Buyer shall be deemed to have waived its rights to object to the exceptions listed in the
Title Commitment.
3.4 Cure. If Seller will not cure or remove or commit to removing the objections or
otherwise fails to respond to Buyer's notice of title objections on or before seven (7)
business days following Buyer's notice of objections, then Buyer may terminate
this Agreement by written notice to Seller on or before the date which is two (2)
business days after the end of such seven (7) day period. In the event Buyer does not
so terminate this Agreement, Buyer shall be deemed to have waived such objections
(other than any objections Seller has agreed in writing to cure), and such objections
shall be deemed Permitted Exceptions hereunder.
3.5 Delivery of Documents and Purchase Price. On or before the Closing Date, Seller and
Buyer shall accomplish the following:
3.5.1 Seller shall deliver or cause to be delivered to Title Company a special warranty
deed conveying the Property and any improvements to Buyer, duly executed and
acknowledged by Seller, free and clear of all taxes and assessments and other
liens and encumbrances except non -delinquent general property taxes for the year
of Closing and the Permitted Exceptions and any other documents required to be
executed by Seller pursuant to the terms of this Agreement or requested by Title
Company in connection with the transaction contemplated hereunder or as may be
required pursuant to applicable law.
Page 2 of 8
3.5.2 Buyer shall deliver or cause to be delivered to Title Company the Purchase Price
calculated pursuant to the terms of Section 2.1 herein.
3.6 Closing Costs. The Title Policy premium shall be paid by Buyer. The cost of any
transfer fees, taxes or escrow fees and charges shall be shared equally between the
parties. Buyer and Seller shall sign and complete all customary or required documents
at or before closing. Fees for real estate closing services shall be split in half and paid
evenly by both parties.
3.7 Payment of Encumbrances. Any encumbrances required to be paid shall be paid at or
before Closing from the proceeds of this transaction or from any other source.
ARTICLE IV
CONDITIONS TO CLOSING
4.1 Buyer's Conditions. Buyer's obligation to purchase the Property is subject to the
fulfillment prior to Closing of each of the following conditions, each of which is for the
benefit of buyer and any of which may be waived by Buyer at its sole option:
4.1.1 Document Review. Buyer's review and approval of the following documents and
materials with thirty (30) days of the Effective Date of this Agreement, which
documents Seller shall use its best efforts to cause to be delivered to Buyer
contemporaneously with the execution of this Agreement, but no later than fifteen
(15) days after the date of execution of this Agreement:
(i) Seller shall provide Buyer with a current ALTA preliminary title report for the
Property, accompanied by copies of all documents referred to in such reports,
or if not available as of the deadline required by this paragraph, copies of all
work completed by the title company;
(ii) Copies of any surveys, soils and/or engineering reports, feasibility studies, site
plats and plans, and other reports, studies or documents relating to the
Property.
4.1.2 Physical Inspection. Buyer's inspection, review and approval of the physical and
environmental condition of the Property within twenty-one (21) days of the
Effective Date of this Agreement.
4.1.3 Closing Obligations. Seller shall have complied with the Closing procedures set
forth in Article III herein.
4.2 Seller's Conditions:
4.2.1 Approvals. This Agreement shall have been approved by the Board of County
Commissioners of the County of Weld ("County Board"), and in the event this
Page 3 of 8
Agreement is not approved in its entirety by the County Board, neither the Buyer
nor Seller shall be bound by the terms of this Agreement
4.2.2 Closing Obligations. Buyer shall have complied with the Closing procedures set
forth in Article III herein.
ARTICLE V
REPRESENTATIONS AND WARRANTIES
Seller represents and warrants as follows:
5.1 Encumbrances. From the Effective Date of this Agreement until the Closing,
except for the Permitted Exceptions defined herein, Seller will not encumber the
Property or other interests in any way nor grant any property or contractual rights
relating to the Property o r other interests without the prior written consent of
Buyer.
5.2 Compliance with Governmental Regulations. To the best of Seller's current, actual
knowledge there are no orders or directives of any city, county, state, or federal
authority for repairs, maintenance work, or improvements to be performed on the
Property. To the best of Seller's current, actual knowledge Seller has received no
written notice from any municipal, state, or other statutory authority relating to defects
in any improvement or noncompliance with any building code or restriction, applicable
to the Property that has not been correct, or any threat of or impending expropriation or
condemnation of the Property.
5.3 Condition of Property. Seller will provide Buyer with a Seller's property disclosure
form completed by Seller to the best of Seller's actual knowledge as of the
date thereof. To the best of Seller's current, actual knowledge, Seller is not aware
of any material defect or condition affecting the use, development or value of the
Property including the presence of any hazardous wastes, toxic or other
contamination. To the best of Seller's current actual knowledge, the Property is not
used and has not been used in the past as a waste disposal or landfill for hazardous
materials or sanitary landfill purposes.
5.4 Litigation. To the best of Seller's current, actual knowledge, no litigation is pending, or
to the best of Seller's knowledge, proposed, threatened, or anticipated with respect to
any matter affecting the Property;
5.5 Contracts, Leases, and Agreements. Except as otherwise shown in the Commitment,
there are no leases, subleases, contracts, or other agreements, written or oral, regarding
the Property, or granting to any party or parties the right to use or occupy the Property,
which will survive Closing. From the Effective Date through the Closing Date, Seller
shall not enter into any lease or contract with respect to the Property without Buyer's
written consent;
Page 4 of 8
5.6 Compliance with Law. To the best of Seller's current, actual knowledge, Seller has
complied in all material respects with all laws, rules, regulations, ordinances, orders,
judgments, and decrees applicable to the Property, and Seller has no current actual
knowledge of any proposed order, judgment, decree, governmental taking, or other
proceeding applicable to Seller which might materially and adversely affect the
Property.
5.7 As -Is. Except for the representations and warranties set forth herein or in the documents
delivered at Closing, Seller disclaims the making of any representations or warranties,
express or implied, regarding the Property or matters affecting the Property, including
but not limited to its physical condition, title to or the boundaries of the Property, soil
conditions, hazardous waste, toxic substance or other environmental matters,
compliance with building, health, safety, land use, environmental laws, regulations and
orders, the ability to develop the Property for any purpose, and all other information
pertaining to the Property. Buyer, moreover, acknowledges that, except for the
representations and warranties set forth herein or in the documents delivered at Closing:
(1) Buyer has entered into this Agreement with the intention of relying upon its own
investigation of the physical, environmental, economic, and legal condition of the
Property and (ii) Buyer is not relying upon any statements, representations, or
warranties made by Seller or anyone acting or claiming to act on Seller's behalf
concerning the Property. Except for the representations and warranties set forth
herein or in the documents delivered at Closing, Buyer shall purchase the
Property in its "AS -IS, WHERE -IS" condition as of Closing.
5.8 Condemnation. In the event any portion of the Property is condemned or access thereto
shall be taken or proceedings or negotiation therefor are commenced prior to Closing, if
Buyer, in Buyer's sole discretion, concludes that such taking renders the remainder of
the Property unsuitable for Buyer's purposes, and Buyer notifies Seller in writing of
such conclusion prior to Closing, then this Agreement shall terminate and the Deposit
shall be refunded to Buyer. If the Agreement is not so terminated, the Purchase Price
shall not be affected, and (1) if a condemnation award is paid prior to the Closing, then
at Closing, Seller shall assign such award to Buyer, and (2) at Closing, Seller shall
assign all claims to Buyer, and Buyer shall have the right to contest the condemnation
of the Property and/or the award resulting therefrom.
ARTICLE VI
MISCELLANEOUS
6.1 Fees and Expenses Apportionment. Except as otherwise expressly set forth in this
Agreement, the Buyer and Seller hereto will bear their own expenses in connection
with transaction contemplated by this Agreement.
6.2 Possession of Property. Possession of the Property shall be delivered to Buyer at
Closing.
Page 5 of 8
6.3 Default.
6.3.1 Buyer's remedies for Sellers's breach or default hereunder, or in the event, that, at
the Closing, any condition precedent to Buyer's obligations hereunder is not fully
satisfied as herein required, Buyer not being in breach or default hereunder, Buyer
may elect one of the following remedies to be exercised by or on behalf of the
Buyer, as Buyer's sole and exclusive remedy:
6.3.1.1 Terminate this Agreement by giving Seller timely written notice of such
election prior to or at Closing, and thereupon this Agreement shall
terminate and Buyer shall be entitled to the return of the Deposit, and all
parties hereto or mentioned herein shall be relieved and released of all
further obligations, claims and liabilities hereunder except those that
expressly survive any such termination of this Agreement; or
6.3.1.2 Waive, prior to or at the Closing, the applicable objection, default, or
condition and proceed to close the transaction contemplated hereby in
accordance with the remaining terms hereof without any adjustment in the
Purchase Price, and Buyer shall have the right to specific performance
thereof.
6.3.1.3 The right to specific performance of this Agreement on the terms and
conditions herein.
6.3.2 If Buyer breaches its obligations pursuant to this Agreement, Seller shall have, as
its sole and exclusive remedy, the right to receive from the Title Company the
Deposit as liquidated damages and not as a penalty in full satisfaction of Seller's
claim (including attorney's fees) against Buyer.
6.4 Notice. Any notice required or permitted to be given under this Agreement shall be in
writing and shall be deemed given and effective when delivered by electronic mail,
Express Mail, Federal Express, or like service, or on the third mail delivery day after it
is deposited in the United States mail, postage prepaid by certified or registered mail,
return receipt requested, addressed to the parties as follows:
If to Buyer: Cliff Simpson
P.O. Box 211
Ault, CO 80610-0211
If to Seller: Board of County Commissioners of the County of Weld
c/o Weld County Attorney's Office
1150 O Street
Greeley, CO 80631
6.5 Risk of Loss. Seller shall be responsible for all risks of damage, loss, or injury to the
Property and all property -owner liability prior to Closing. In the event any material
Page 6 of 8
damage occurs to the Property between the Effective Date and the Closing Date, Buyer
may declare this Agreement null and void and receive a refund of the Deposit.
6.6 Brokerage. Seller and Buyer hereby warrant to each other that no real estate agent or
other broker or finder is involved in this transaction. Each party agrees to indemnify
and hold harmless the other against any and all claims based in whole or in part on act
of such indemnifying party for commissions, fees, or other compensation made by any
such real estate agent, broker, or finder as the result of the sale of the Property
contemplated hereby.
6.7 Governing Law. This Agreement shall be governed by Colorado law. Any warranties
or covenants by and between the parties agreed to herein shall survive the Closing and
transfer of title to Buyer and shall not be merged with the deeds delivered at Closing.
6.8 Entire Agreement. This Agreement, including its exhibits and schedules, which are
hereby incorporated herein, shall constitute the entire agreement between Seller and
Buyer and supersedes any other written or oral agreements between Seller and Buyer.
This Agreement may be modified only by the written agreement of both parties.
6.9 Assignment. This Agreement shall be binding upon, and shall inure to the benefit of,
Seller and Buyer and their respective successors and assigns. Neither party may assign
its interest under this Agreement without the prior written consent of the other party.
[SIGNATURES ON FOLLOWING PAGE]
Page 7 of 8
IN WI JitCySS WHE OF, the parties hereto have duly executed this Agreement on this
day of , 2020.
SELLER:
ATTEST: dett4.0 '..p:e,k, BOARD COUNTY COMMISSIONERS OF
WELD COUNTY, COLORADO
Weld County Clerk to the Board
By:
(Deputy) ' lerk to t
STATE OF COLORADO
COUNTY OF WELD
Buyer.
Steve Moreno, Chair Pro-Tem
OCT 0 5 2020
BUYER:
CLIFF SIMPSO
Subscribed and sworn to before me this la day of Sof t,ibtr2020, by Cliff Simpson,
WITNESS my hand and official seal.
My Commission Expires: //- $ :Z/
TROY D ANDERSON
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 19964002198
MY COMMISSION EXPIRES • • a- 8 2021
Page 8 of 8
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