Presentation on theme: "1 LandCo/City of Colorado Springs Settlement Agreement Summary of Key Elements July 31, 2009."— Presentation transcript:
1 LandCo/City of Colorado Springs Settlement Agreement Summary of Key Elements July 31, 2009
2 Settlement Agreement – Background Chronology 3/31/08 – LandCo, City, USOC enter into an Economic Development Agreement Regarding USOC Facilities 5/6/08 – LandCo and C.S. Public Facilities Authority (PFA) enter into a Purchase and Sale Agreement for USOC HQ condominium 11/14/08 – Deadline for issuance of COPS and PFA purchase of USOC HQ condominium in the EDA 3/27/09 – LandCo files suit in United States district Court, entitled LandCo Equity Partners, LLC, et al. v. The City of Colorado Springs, Colorado, USOC et al. 4/30/09 – USOC issues notice of termination of 3/08 Economic Development Agreement and the 5/08 Purchase & Sale Agreement 5/21/09 – City issues notice of termination of the agreements 4/1/09 – 7/30/09 – All parties dedicate maximum effort towards settling the lawsuit
3 Settlement Agreement – Key Business Elements Conditions Precedent The following to be prepared, agreed and ready for execution by July 24, 2009: 1.Revised condominium documents 2.A new Purchase and Sale Agreement between the PFA and LandCo (purchase price of $18,800,000 for core and shell) 3.A loan commitment from United Western Bank verifying financing to complete the core and shell 4.An agreement between G.E. Johnson Construction Company and LandCo certifying that no liens resulting from any disputes between them will be placed on the USOC condominium
4 Settlement Agreement – Key Business Elements City Council Approval of Agreement City Council is expected to formally consider the Agreement on or before August 11, 2009 after at least a 7 day period for public review of the Settlement Agreement and all associated legal documents
5 Settlement Agreement – Key Business Elements NGB Building Renovation Project 1.Within 5 days of execution of Settlement Agreement, LandCo shall transfer all funds in the NGB Escrow Account to the City in the sum of at least $746,708, plus accrued interest. 2.On same date, LandCo affiliate to transfer to the City the construction contract with The Copestone Company for renovating the NGB Building. 3.Upon transfer of funds and contract, LandCo to have no further responsibility for completing the renovation of the NGB Building.
6 Settlement Agreement – Key Business Elements Issuance of COPS 1.PFA to purchase USOC condominium unit with funds generated from the issuance of certificates of participation (COPs) 2.COP issuance process to begin immediately after execution of Settlement Agreement 3.COPS to be issued within 45 days 4.However, PFA’s obligation to purchase USOC Condominium is contingent upon the successful issuance of the COPs and a signed sublease with the USOC 5.Upon issuance of COPs, $18.8 million of the total to be placed in an escrow account for purchase of USOC Condominium
7 Settlement Agreement – Key Business Elements Sale and Purchase of USOC Condominium LandCo to complete core and shell of the condo unit on or before 9/30/09. Failure to complete by that date to result in $1,500 daily reduction in purchase price paid by PFA. Failure to complete unit by 10/15/09 is a material breach of the Agreement and the PFA no longer obligated to purchase the USOC condominium. Purchase price to be $18.8 million. LandCo to pay all taxes due and owing through the closing date. Condo unit to be transferred free and clear of all liens and encumbrances and title insurance to be purchased by LandCo.
8 Settlement Agreement – Key Business Elements Sale and Purchase of USOC Condominium (cont.) City to be responsible for completion of the tenant finish of the USOC Headquarters Condominium by March 30, 2010 City to be responsible for completion of streetscape adjacent to USOC Headquarters Building (to be paid by City Parking Enterprise as originally planned) LandCo to release its rights to 240 spaces in City Parking Garage once PFA purchases USOC Condominium LandCo to have no responsibility for construction of skybridge
9 Settlement Agreement – Key Legal Elements Dismissal of Claims 1.Dismissal of federal lawsuit, without prejudice, upon execution of Settlement Agreement. 2.Dismissal with prejudice once the COPs have been issued and USOC condominium unit is purchased