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HomeMy WebLinkAboutresolution.council.051-10RESOLUTION NO. ~ I Series of 2010 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A MEMORANDUM OF UNDERSTANDING BETWEEN THE CITY OF ASPEN AND THE REGENTS OF THE UNIVERSITY OF COLORADO REGARDING THE GIVEN INSTITUTE. WHEREAS, there has been submitted to the City Council a Memorandum of Understanding between the City of Aspen and the Regents of the University of Colorado regazding the Given Institute and the present plans of the Regents of the University of Colorado to sell the property on which the Given Institute is located; and WHEREAS, the City of Aspen and the Regents of the University of Colorado desire to allow the City of Aspen time to pursue funding for the purchase by the City of Aspen the property. NOW, WHEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: Section One That the City Council of the City of Aspen hereby approves the Memorandum of Understanding between the City of Aspen and the Regents of the University of Colorado, a copy which is annexed hereto and incorporated herein, and does hereby authorize the City Manager of the City of Aspen to execute said memorandum of understanding on behalf of the City of Aspen in substantially the form as appended hereto as Exhibit A. Dated: ~~ ~y ~ ~ , 2010. Michael C. Ireland, Mayor I, Kathryn S. Koch, duly appointed and acting City Clerk do certify that the foregoing is a true and accurate copy of that resolution adopted by the City Council of the City of Aspen, Colorado, at a meeting held O1LcjGc~- /off , 2010. /~~/z Kathryn S. Koc City Clerk SRT-7/14/2010 ~X~-,h~-~-~ MEIVIORANDUM OF UNDERSTANDING BETV6'EEN THE CITY OF ASPEN. AID THE REGENTS t)F THE UNIVERSITY OF COLORADO This Ivlemorandum of Understanding is entered into this _ day of , 2010 by and between the Regents of the University of Colorado, a body corporate (the "University") and the City of Aspen, a home Wile municipal corporation of the State of Colorado (the "City"). RECITALS p. The University is the owner of the Given Institute; consisting of approximately 2.256 acres of land located within the municipal boundaries of the City, and more particularly described on the attached Exhibit A (the "Given Institute Property"). B. On the Given Institute Property is located several existing structures (the "Institute Buildings"). C. The University is processing an application pursuant to the requirements of Section 26.415:025 of the Aspen Municipal Code ("Ordinance 48") of the City to obtain a demolition permit for the Institute Building. On May 26, 2010 the City acknowledged that based upon the May 25, 20101etter from the Utversity, the 90 day negotiation period outlined in Ordinance 48 commenced on May 25, 2010. D. Upon demolition of the Institute Building, the University desires to sell the Given Institute Property to a private purchaser for thepurpose of residential development in conformance with the current zoning for the Given Institute Property. E. The current zoning of the City for the Given Institute Property is R-6, Iviedium- Density Residential. F. The University is willing to sell the Given Institute Property for $17,000,000. G. The City, pursuant to ResolutianNo. (Series of 2010) has stated its desire to preserve the Institute Building while'supporting the University goal of sale of the Given Institute Property. H. The City desires that the University delay the demolition of the Institute Buildings and sale of the Given Institute Property until after the November 2, 20 i 0 general. election, at which election the Citywill place a question on the municipal ballot with regazd to the purchase by the City of the Given Institute Property in accordance with this Memorandum of Understanding, I. Isreturn for the promises of the City set forth in this Memorandum of Understanding, the University is willing to delay the demolition of the Institute Buildings and sale of the Given Institute Property until after the November 2, 2010 election. given memorandum of understanding with city ur aspen Based on the promises and covenants set forth herein,, the parties hereby agree as follows: AGREEMENT 1. Placement on Ballot. The City agrees to place a ballot question (the "Ballot Question") on the November2, 2010 general election ballot of the City. The Ballot Question, if approved, shall authorize the City to pay the University $17,000,000 at a closing fat the Given. Institute Property, and shall identify the funds or source of funds for the City to paythe University, all in a manner where the Citycould purchase the Given Institute Property for $17,000,000 no later than March 31, 201 i. A. If the Ballot question is approved, the City shall purchase the Given Institute Property from the University at a closing date mutually agreed to by the parties, but not later than March 31, 2011. B. The City agrees that if the Ballot Question is not approved by the voters of the City at the November 2, 2010 general election, the City will not take any action for a period of ten (10) years following said election which would directly or indirectly interfere with or preclude a private purchaser of the Given Institute. Property from developing the Given Institute. Property for residential. purposes. The actions not to be taken by the City shall include,. but not be limited to, the following: a) The current zoning of the Given Institute Property is R-6, which the City agrees is an appropriate zoning. The City shall not rezone the Given :Institute Property $om its current designation ofR-6, or Substantially modify the provisions of the R-6 zoning district as they apply to the Given Institute Property; b) The City shall not designate the Institute Building for historic designation, nor shall the City adopt new historic building procedures that would apply to the Given Institute Property; and It is the intent of this subparagraph B that if the voters of the City do not approve the Ballot Question, the University, and its successors and assigns, shall have a vested right to develop the Given Institute Property in accordance with the It-b zoning currently in place. 2. Actions by the City. In consideration for the representations set forth in this agreement„ and except for placing the Ballot Question on the November 2, 2010 ballot, the City agrees that it will take no direct or indirect actions to prevent the sale of the Given Institute Property or the demolition of the Institute buildings before the November 2, 2010vote or thereafter if the voters should not: approve the Ballot Question to purchase the Given Institute Property from the University for $17,000,000. The City agrees to process all applications or permit requests subnritted by the University with regard to the. Given Institute Property or the Institute Buildings with the express agreement by the University that it will not act on those approved applications or petmits should the Ballot Question be approved by the voters. Furthermore, within five (5) business days of the signing of this Agreement the City shall withdraw and or cease any such actions that may directly or indirectly prevent the sale of the 2354903_I.doc Given Institute Property of the demolition of the Institute Buildings including but not limited to the pending application for historical designation of any of the Institute Buildings 3. Limitation on Police Power of the City. The City acknowledges that the promises made herein are a limitation of the police power of the City. The City agrees that the limitations set forth herein are a reasonable limitation on the police power of the City made in exchange for the promises of the University set forth herein. 4. Ballot Ouestion. The City agrees that the Ballot Question shall satisfy all requirements of the Colorado Constitrifion, including but not limited to Article X Section 20, sil requirements of Colorado law, and all requirements of the Charter and Ordinances of the City of Aspen as are necessary to have the election be a permanent and enforceable cominiunent of the City to pay the University $17,000,000 for the Criven Institute Properly within the time frame set for closing in Paragraph 1(A), and that no other voter approval is required. The City represents that it has the funds for closing or that the Ballot Question will authorize the issuing of bonds, certificates of participation or other financial instruments to generate sufficient funds for the purchase price by the olosing date. 5. Title. The University shall deliver a title commitment to the City not later than ten (10) days following approval of this lvlemorandum of Understanding. The University agrees that prior to the November 2, 2010 election not to cause or willingly permit any additional exceptions to title without the written approval of the City. 6. Ordinance A8 Approval. The City agrees to issue a demolition permit to the University forthe Institute Building in accordance with the procedures set forth in Ordinance 48. The City acknowledges that the procedures of Ordinance 48 will allow the issuance of the demolition permit prior to the November 2, 2010 general election. 7. Specific Performance. The City agrees that the promises made in paragraph 1(B) may be specifically enforced and that damages may be inadequate if the University is: unable. tc enforce these promises. Accordingly, the University shall have the ability to waive its right to receive compensation, and the University shall have the right to enforce the provisions of paragraph 1(B) above by obtaining relief in the form of specific performance, injunction, or other appropriate declaratory or equitable relief.: This right of the. University shall be assignable by the University to any purchaser of the Given Institute Properly. 8. Exercise of Demolition Permit. Notwithstanding that the University has or will have received from the City a demolition pemut for the Institute Building, the University agrees that it shaA not exercise the right to demolish the Institute Building prior Yo November 2, 2010. If the voters of the City of Aspen approve the Ballot Question, and the Ballot Question satisfies the requiremems of this Memorandum of Understanding, then the Universityagreesnot to-carry out the demolition of the Institute Building prior to the sale of the Given Institute Property to the City of Aspen. 9. Failuae to Close. If the voters approve the Ballot Question, but the City does not close on the purchase of the Given Institute Property by the date set forth in paragraph 1(Aj, Then 2354909 l.doc 3 the University may demolish the Institute Building in accordance with the approved demolition permit and proceed with the sale of the Given Institute Property:. 10. Given Institute Pronerty Purchase Price: The City and the University agree that the purchase price-for the Givea Institute Property is $17,000,000,. subject to normal closing adjustments. 11. Omen House. The University agrees that between the date of the execution of this agreement and the November 2, 2010 election it will make the Given hsstrirte Property available for members of the public to view on three (3) separate occasions, the date and time of which will. be set by the University so as not to interfere with the operations of the Given Institute 12. Failure to Place on Ballot. if the City does not place the Ballot Question on the November 2, 2010 election ballot, then this Memorandum of Understanding shall temunate; provided, however, that the City shad still be obligated to issue the demolition pemtit in accordance with paragraph 6 above, and the provisions of pazagraph 1(B) shall be enforceable against the City. 13. Jurisdiction. The City and the University acknowledgement that this Memorandum of Understanding is not au agreement by the University that the City's ordinances apply to the University. Neither is this acknowledgement an agreement by the City that its ordinances do not apply tv the University. Except as is specifically agreed to in this Memorandum of Agreement, neither party shall be precluded. from asserting its legal position as to the question of whether the University is subject to the ordinances of the City: [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 2354903_Ldoc 4 EXECUTED this day of , 2010. CITY OF ASPEN, a home Wile municipal UNIVERSITY OF COLORADO, acting by corporation of the State of Colorado and through the Boazd of Regents,. a body corporate By: Michael C. Ireland, Mayor ATTEST: By: Kathryn S. Koch, City Clerk APPROVED AS TO FORMS John Worcester, City Attorney APPROVALS: STATE OF COLORADO DEPARTMENT OF LAW By: Attorney General 23549Q3_l.doc 5