City Council Agenda and Packet 2015 02 03

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SECOND AMENDMENT TO PURCHASE AND SALE AGREEMENT This Second Amendment to urchase and Sale Agreement (this "Second Amendment ") is made this day .— of , 2014, by and between Louisville Mill Site, LLC, a Colorado limited liability company ( "Purchaser ") and City of Louisville, Colorado, a Colorado municipal corporation ( "Seller "). WHEREAS, Purchaser and Seller entered into a Purchase and Sale Agreement dated September 27, 2013 (the "Agreement "); and WHEREAS, Purchaser and Seller executed a First Amendment to the Purchase and Sale Agreement dated November 1, 2013 to change the Effective Date of the Agreement to October 22, 2013; and WHEREAS, Purchaser and Seller desire to further amend the Agreement to modify dates in the Agreement to reflect the process of Approvals needed. All capitalized terms not otherwise defined in this Amendment shall have the definitions accorded to those terms in the Agreement. NOW, THEREFORE, in consideration of the mutual covenants herein contained and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby amend the Agreement as follows: 1. Section 1.4 is hereby replaced with the following language: Approvals. Subject to Purchaser approving the Property during the Examination Period, Purchaser shall be solely responsible for submitting to the City a Planned Unit Development ( "PUD ") and Subdivision Plat Application, with an accompanying Subdivision Agreement, for the Property ( "Approvals ") within one hundred eighty (180) calendar day s after the Effective Date. Except as provided in Section 4.1, Purchaser shall bear all cost for processing and obtaining the Approvals, including engineering, planning and governmental processing, but Seller will sign all PUD and Plat Application and otherwise cooperate with Purchaser at no cost to Seller. Unless otherwise agreed by the Seller and Purchaser: (i) the Approvals will not encumber the Property prior to Closing, but such Approvals are anticipated to be obtained in time to be executed on the date of Closing; and (ii) upon any termination of this Agreement prior to Closing, the Seller and Purchase shall have no obligation to finalize, execute or file the Approvals. The Approvals will include platting of lots and creation and dedication of easements as further described in Article 9, below. The Parties agree and acknowledge that the Approvals and other actions of the City contemplated herein are matters of legislative and/or quasi-judicial discretion and no assurances of the granting of such Approvals or taking of such other actions have been made by Seller. Furthermore, the Parties agree and acknowledge that the time schedule for processing the Approvals is beyond the control of the Purchaser and Seller, and in the event that the Approvals cannot be obtained by Purchaser to be executed within 1 day of the date of Closing, the Parties hereby agree that the date for Closing will be adjusted accordingly.