AGREEMENT FOR THE GIFT OF REAL PROPERTY. This AGREEMENT TO GIFT ( Agreement ), is made and entered into this day of

Transcription

1 AGREEMENT FOR THE GIFT OF REAL PROPERTY This AGREEMENT TO GIFT ( Agreement ), is made and entered into this day of, 2012, by and between WARRIOR ACQUISITIONS, LLC (the Donor ) and THE TOWN OF NEW CASTLE, COLORADO ( New Castle ), a Colorado home-rule municipality as follows: WHEREAS Donor desires to gift and grant in fee to New Castle the real property described as Commercial Parcel 2A, parcel number , consisting of acres of vacant land located on the south side of Castle Valley Boulevard just south of the entrance to the Lakota Canyon Ranch Golf Community in New Castle, Colorado. WHEREAS New Castle desires to receive the above gift and grant and shall use the lands in a manner it sees as the best use of the land, or appropriate to generate income for New Castle, as set forth herein. THEREFORE, the parties hereto agree as follows: 1. The Recitals to this Agreement are true and correct and are incorporated herein. 2. Donor hereby gifts to New Castle in fee that real property described as Commercial Parcel 2A, parcel number , consisting of acres of vacant land. 3. New Castle agrees to use the gift in a manner New Castle sees as the best use or appropriate to generate income for New Castle _2 1

2 4. Donor grants the above-mentioned real property in fee to New Castle only on condition that New Castle holds the above-described land for a public use or to generate income and to not sell or convey or otherwise deed the land to any other party for a period of not less than four (4) years. 5. The land shall be used in a manner that New Castle sees as the best use of the land, and New Castle may lease the above-mentioned land so long as the profits from the lease benefit New Castle. 6. It is, however, understood that New Castle may hold the land undeveloped for its future needs and may sell or convey said land to any party for any purpose after four (4) years. 7. The parties agree New Castle and Donor shall act as follows: a. Donor agrees to execute all documents as are necessary to accomplish and complete the gift and grand the above-mentioned real property in fee. b. New Castle shall use the land in a many it sees as the best use of the land, or appropriate to generate income for New Castle. c. That New Castle will not sell, convey or otherwise deed the land to any other party for a period of not less than four (4) years. 8. Donor hereby represents that it has full authority, power and right to make the herein described gift and grant of the above-mentioned real property in fee simple to New Castle _2 2

3 9. Authority to Contract. The parties hereto mutually warrant and represent that the parties hereto have full power and authority to both execute and perform all of the terms and conditions under this Agreement. 10. Captions. The captions appearing in this Agreement are for convenience of reference only, and shall be disregarded in determining the meaning and effect of the provisions of this Agreement. 11. Colorado Law to Apply. All questions concerning the validity, interpretation, and administration of this Agreement, shall be governed by the laws of the State of Colorado. 12. Entire Agreement. This Agreement memorializes and constitutes the final, complete and exclusive Agreement and understanding between New Castle and Donor relative to the above-mentioned gift of real property in fee simple, and supersedes and replaces all prior negotiations, proposed agreements, and agreements, whether written or oral relative to the above-mentioned gift. Donor acknowledges that no officer, partner, agent, attorney or representative of New Castle has made any promises or representations whatsoever, express or implied which is not expressly contained in this Agreement; and Donor further acknowledges that it has not executed this Agreement in reliance upon any representation, or in reliance upon any belief as to any fact not expressly stated in this Agreement. This Agreement may not be amended or modified, except in a writing signed by all parties to this Agreement _2 3

4 13. Notifications regarding this Agreement shall be sent to the following individual or entity: a. Warrior Acquisitions, LLC, 15 Mason, Suite A Irvine, CA b. Tom Baker Town of New Castle Administrator 450 W. Main St. P.O. Box 90 New Castle, CO TABOR. No provision of this Agreement shall be construed or interpreted: i) to directly or indirectly obligate the Town to make any payment in any year in excess of amounts appropriated for such year; ii) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever within the meaning of Article X, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision; or iii) as a donation or grant to or in aid of any person, company or corporation within the meaning of Article XI, Section 2 of the Colorado Constitution. AGREED TO by the parties on the date first set forth above. By: Brendan Flaherty, Manager Warrior Acquisitions, LLC By: Frank Breslin, Mayor Town of New Castle, Colorado _2 4

5 TOWN OF NEW CASTLE RESOLUTION NO A RESOLUTION OF THE TOWN OF NEW CASTLE, COLORADO APPROVING AN AGREEMENT FOR THE GIFT OF REAL PROPERTY BETWEEN THE TOWN AND WARRIOR ACQUISITIONS, LLC. WHEREAS, Warrior Acquisitions, LLC ( Warrior ) is the successor owner of the project known as Lakota Canyon Ranch; and WHEREAS, Warrior desires to convey to the Town certain lands within the Lakota Canyon Ranch project subject to the terms and conditions of the Agreement attached hereto; and WHEREAS, Warrior is not currently under any obligation to dedicate lands to the Town pursuant to the existing land use entitlements for the Lakota Canyon Ranch project, and therefore the Town considers this donation to be a gift; and WHEREAS, the Town has not expressly or implicitly offered Warrior any present or future consideration or promises in return for this donation except the covenant not to sell the property for a period of four (4) years as set forth in the attached Agreement; and WHEREAS, the Town has no current or future plans for the use of the donated property, which is master-planned as a potential mixed-use development site; and WHEREAS, the Town Council desires to accept the donation and approve the Agreement pursuant to this Resolution. NOW, THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF NEW CASTLE, COLORADO, THAT: 1. Recitals. The Town incorporates the foregoing recitals as findings and determinations of the Town Council. 2. Approval. The Town Council hereby approves the Agreement for the Gift of Real Property attached hereto as Exhibit A. 3. Authorization and Further Acts. The Town Council authorizes the Town Administrator to execute Exhibit A and without further formal resolution to take such further acts as may be necessary to finalize and implement the terms and conditions of the Agreement. Nothing herein constitutes or shall be deemed the approval of a multiple fiscal year obligation by the Town. SO RESOLVED by the New Castle Town Council at a regular meeting held this 3 rd day of December, _1 TOWN OF NEW CASTLE

6 By Mayor ATTEST: Town Clerk