HomeMy WebLinkAboutresolution.council.005-99 RESOLUTION NO. ~
Series of 1999
A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A
CONTRACT TO PURCHASE REAL PROPERTY COMMONLY KNOWN AS
"BASS PARK", AND AUTHORIZING THE CITY MANAGER TO EXECUTE
SAID DOCUMENT(S) ON BEHALF OF THE CITY OF ASPEN, COLORADO.
WHEREAS, there has been submitted to the City Council a Contract to Buy
and Sell Real Property for a parcel of property commonly known as "Bass Park," a
copy of which contract is annexed hereto and made a part thereof.
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 that Contract to
Buy and Sell Real Estate between the City of Aspen; Colorado, and the Harry W.
Bass Marital Trust, a copy of which is annexed hereto and incorporated herein, 'and
does hereby authorize the City Manager of the City of Aspen to execute said
contract and all other documents necessary to consummate the transaction on behalf
of the City of Aspen.
Dated: ~/L~A~ /fl ,1999.
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 )z; ~ /~" ,
1999.
JPw-01/ll/99-G:\john\word\resos\basspark.doc
3PIN,13.1999 l:44PM MCGR(' ' ~N CO N0.171 P.3
CONTRACT TO BUY AND SF3,L REAL ESTATE
THIS CONTRACT, mnde and entered on this 15th day of JanuaxT, 1999, by and
between the City of Aspen CPurehaser"), a home rule municipal corporation, and the Harry W.
Bass Marital Trust ("Seller").
WENF~SBTH, that me Seller wishes to sell the r~al pmpen'y commonly referenced as
the Bass Park (the "Parcel"); and
WH~.REAS, the City of Aspen desires to purchase the Parcel from Seller; and
NOW, TI-~RBFOR.~, the paxtics hereto, for 'the consideration hereinafter
forth, aSree as follows:
1. PARTIES AND PROPERTY. The City of Aspen a~ees to buy and the Seller
aSrees to sell, on the terms and conditions set forth below, the followin8 described real
property situated in the County of Pitldn, State of Colorado, to wit:
Lots D, E, F, G, tt, :rod I of Block 75, City of Aspen, Colorado
2. PURCHASE PRICE AND TERMS. The total purchase price for the Parcel shall
be THREE MILLION FOUR HUNDRED FORTY THOUSAND DOLLARS
($3,440,000.96). The purchase price for the Parcel shall be payable in U.S. dollars in cash
certified funds as follows:
a. Earnest Money.
$10O,O00.00 in the form of a check, as r. amcst money deposit and
payment of the putthee price, payable to ancl held by Pitkin County Title in its ~rust account on
before closing. In the event that th~ contingencies set fozth at Section 3 below am not satisfied,
the earnest money shall forthwith be returned to Purchaser together with any interest earned.
b. Cash at Closing.
$3~340~000.00, plus closing costs, to be paid by Purchaser at closing
funds. that comply with all applicable Colorado laws, wkich include cash, electronic transfer
funds, certified check, and cashier's check (Good Funds),
3. CONTINGENCIBS. The transactions contemplated herein arc specificidly
contingent upon the following:
C1-13-19 IE:Z3 Fr~- T-gl9 P.04/l~ F-616
b.
4. ~'~ OF ~. ~el!~ ~I ~!sh m ~r~,
~fi~ ~ ~ f~ ~r, s~, ~ m~s not ~
to ~ p~ p~, tog~ wi~ ~y copi=s ~ ~ ~,~ a~ ~ ~ sc~e of
~ of ~S con~ by Se~r, ~ ~de ~sm ~~ w~ wiffi ~y copies
S.
~wu m S~ on or ~ r~ (14) ~ ~ys a ~c
(14) ~ ~ys ~ r~ip: by ~ of ~y Tide ~
new ex~pdo~ ~ ~ ~e ~n~ w~6 wi~ a ~py of Ti~ ~n~ a~ new
b, M~s N~ Sho~ by ~e ~bUe R~, ScH~ sh~ dcHv:r W ~, on
~ befo~ ~e ~ ~ ~ fo~ ~ve, ~ copies d d ~(s) a s~e~s) ~ S~l~'s
~ ~n am s~ ~ ~ publ~ ~c~s d w~ch S~l~ hu
bdore ~ 15, 1~, ff Sd~ ~s not ~ve P~'s
2
,T~N.13,19~ 1:44Pr4 1,1CGRr "~$>EM CO ~.171 P.5
~p~ rifle subj~ W such fi~ts, ~ ~y, of ~ ~ d w~ch ~h~ h~
~owl~.
GENE~L OBLIGATION IN~BT~S T~T IS PND BY RE,HUB PRODUCED FROM
~NU~ T~ ~B ON THE T~ PROP~ WffHIN SUCH DISmiSS, ~OPE~
O~ERS IN SUCH DIaRIeS MAY BE P~CED ~T RIK FOR INCR~ED .MILL LBIES AND
~CESSIVE T~ BURDENS TO SUPPORT THE SB~CING OF SUCH DEBT WHERE
ClRCUMST~CES ARISE RESULTING IN THE IN~IL~ OF SUCH A OI~RI~ TO DISCH~GE
SUCH/NDEBTEDNBS W~HJO~ SUCH ~ ~NCR~E IN MILL L~IES. PURCH~ER SHOU~
INVES~GA~ THE DBT RNANCING REQUIREMENTS OF THE ~ROR~D G~ERAL
OBLIGAT~N IN~BTEDNESS OF SUCH DISTRI~S, I~ING MILL LEVIES OF SUCH
SERVICING SUCH INDEBTEDNE~, AND THE POTENT~ FOR INCRE~E IN SUCH MILL LEVIES.
sh~ be ~, ~c~ ~ ~mplc~ ~ of ~ ~ he~of~d ~1 s~ve ~e clos~g:
a. S~s ad Au~dW. Se~er h~ ~ d~t, leg~ cap~iW ~ auffio~W to
en~r ~W ~d ~om i~ o~ig~ons ~d~ ~is Con~, ~d ~e ~nts to be ex~cu~d
delive~d p~su~t ~to.
b. No ~ab~fies. ~or w ~ ~ ~e time of closing, S~ ~l pay, or
o~se s~e ~e ~le~e of, eve~ deb~ ~om pa~ble, ~iW ~ obBgafi~s ~ ~
wh~v~, con~g~t or offi~ise, ~at is, or ~d b~ome, a li~ or o~ ~c~
ag~st ~e P~I, ~d Se~er sh~ not ~gag~ h ~y ~ ~ffi ~s~t w ~e P~
· c ~m of ex~ufion of ~s Con~ ~d ~¢ closing ~ ~ ~nld ~ ~se w a lien or clam
~-~t ~ P~L
c. ~afi~. ~o ~, ~it ~ Focee~ is ~va~n~ or, to ~e best of
m~agem~t of, ~ offi~ ~vi~ wiffi ms9~ to, ~e P~l. S~ is not in &f~t of ~y or~
of ~y co~ ~bi~r or goven~ ~dy m~g ~¢ subj~t P~cel.
,TAM~13.1999 l:45PM MCGRF ' ASPEN CO MO.171 P.6
d. Environmental Matters. To the best of the Seller' s knowledge, the Parcel,
including r~lated soils, wa~er and t~undwater, is not collt~mlnated by, and has never be~n used
for, the ~-neration, transpoxtation, trealment, storlt~ or disposal of any hazardous substance or
environmental poliu~ant(s) excep~ those which my have be~n used by Seller durinE its
occupancy of the Pawel.
e. No Notice of Violation. Seller has no knowledge of and has received no
notic~ of any pollution, health, safety, o~ environmental violalion with respect to the Parcel or
any portion the~of which has not been cured.
f. No ConfliCt, The execution and delivery of this Contract and the
documents re~luir~ hereunder, and the consummstion of the transactions contemplated herein,
will not: (1) conflict with or be in contravention of any provision of any law, order, rule or
regulation applicable to Seller or the Parcel; (2) result in the br~ach of any of the terms or
provisions of, or constitute a default under, any a~eement or other insh'ument to which Seller is
a party, or by which it or any portion of the Parc~l may be bound or affected; (3) permit any party
to terminate any such a~reement or instr~mellt o1: to accelerat~ the lllatlLrity Of any indebtahless
or other obligation of the Seller; or (4) result in any lien, charge or encumbrance of any nature on
the Parcel other than as perznitted by this Contract,
g. True a Corr~t _I_I~onnation, To the best of Seller' s lcnowlexlge, no
document, certificate or written statement furnished to th~ Purchaser and its attorney by Seller in
connection with this transaction contains or will con~aln any uhtrue statement of a material fact
or omits or will omit to state any material fact necessary in order to make ~be s~alements
conta~d therein not misleading. Additionally, Seller has disclosed all encumbrances and/or
defects in title not shown by the public records and all litie documents of which Seller has aclual
knowledge.
h. Use of Propen'y Pendin{.~ Clesin~, tlelween the date of this Contract ~
the clograg claw, Seller:
(i) Shall malnr~i~ th~ Parcel in its current condition, normal wear and
tea excepted;
(ii) Shall not permit the Parcel to be used or operated in any manner
th~ would be in violation of any local, state or federal law or regularlon.
i, No Other Contract, There are no other contract or a~r~ements, oral or
written, which affect the Parcel, which will sin-rive the closing, except as disclosed in. the litle
insurance policy as provided the Purchaser pursuant to Parallral3h 4 above.
7, 1NSPEczflON. N/A.
8. CII)SDIG. The pal~s hereto agree that closing shaIl be scheduled no la~ than
May 26, 1999, provided, however, that prior to the closing date and following the municipal
4
Bent by: JENENS & GILCHRIST 214 855 4300; 01/14/99 t8:54; Jet~x #532;Page 2/3
u~ ~ ~d ~ (gO) di~ ~e~!e~ z~ ~ ~y ~ nm nd ~u~ for, ~
~er, ~ly e~uZd ~ in~ce 9ol~s ~ist~t wi~ ~e fi~e
10. ~ONOFT~.
b, ~ p~ h~ sh~ sip na com~ ~I cusm~ or
c, Fen f~ ~ u~ ~os~ nd s~s~t s~ sh~ ~t ex~
c~ of ~es due ~nS ~e ~ ~ a m~t of ~ pro~ ~ &e, bo~
cb~n2. ~ S~, ~ ~o~, f~ ~ ~fiv~ ~scs~ ~ ~e ~- heM~
fiq~ d~s ~ ~ ~e ~ a~ ~sess~ un~ ~ssicn is
13. ~~~A~T~-~s. r~cess~.
~, ~ ~ uy ~r o~$~on ~r ~ not ~ ~ ~ ~ ~ ~d
,T1~1.13.1999 1:46PM I"ICr=Rr ' ASPEN CO NO. f71 P.8
a- IFTREPURCRASER~]~Df=,FAULT,~eo. SeJ. I= may ele~ to tz~,~/ this
Con=act as canceled, .in wl~ich case all p~yments and things of valne p~id herenadir shsH be
forfeited and r~tainecl on behalf of Seller, and Seller may mover such damages as may be
proper, or Seller may elect to treat th/s Contract as being in fuIl force ~_~a effect, where~pon
Seller shall have the right to an action for specific performance or dn~ge, s, or both.
b. IF SI~I.I.I~.R IS IN DEFAULT, the Purchaser may elect to treat this
Contract as tetrninate~ in which case all money payments and 'things of valu~ paid hereunder
shall be returned forthwith to the Purchaser and the th~rebaser may recover such damages as may
be proper, or may elect to treat this Contra~t as' being in full force and effect, whereupon the
Purchaser shall have the fight to an action for specific performance or damages.
c. Anythln~ tO the conWaxy heroin notwithstanding, in the ev~at of any
litigation arising out of this Contract, the court may award to the prevailing party its masonable
costs and expenses, including attorneys and exl~rt witness fees.
14. SURVIVAL OF C. OVENANTS, REPRESENTATIONS AND WARRANTIES.
The covenants, representations, warranties and inclcnmities made by' the paxtles to this Conwatt,
and the obligations and agreements to be performed or complied with by the respective parties
hemunder on or before the closing date, shall survive the closing, but shall terminate and be 'of no
further force and ~ffect on the third anniversary of the date of closing.
15, ENTIR~ AGREEMENT. This Contract constirates the entire agreement between
the parties hereto, and supersedes all prior and contemporaneous agreements, representations and
understandings of the parties r~garding the subject matter of this Contract, No supplement,
modification or menat of the Contract shall be binding tinless executed in writing by the
parties
16. COUIVICERPARTS. This Contract may l~ executecl in one or mom coun~.
each o[ wllich shall be deemed an original, but all of which together shall constitute one and the
sarae insrot.
17. BINDING ]~EL'~. This Contract shall be binding upon and shall inure to the
benefit of the parties hereto and their respective heirs, successor and assigns. The Pashaset may
in its sole discretion. and without the prior consent of Seller, assign all of the Purchaser's right
'hereunder to, or c~v~e title to the Parcel to be taken in the name of non*profit nominee(s) seleot~l
by the D.=chaser.
18. P. ISCO1VIMBNDATION OF LEGAL COUNSEl?. By signing this
parties hereto ackno~;ledge the advisability of obtaining the advice of independent legal
regarding examination of title documents and the terms of this Contract.
19. GOVERNING LAW. This Contract shall be governed by and be construed in
accotclance with the laws of the State of Colorado anc~ the parties hereto hereby consrnt to the
Jms:lN.,13o199cJ 1:46P~ MCGRP A~F'E:N CO N0.171
exclusive jurisdiction of the Colorado state coufts in the event of any controversy or suit arising
20, SBVERABK,IYI'Y. If any l~rovision of this Contract is held by a court of
competent jurisdiction to be invalid, void or unenforceablc, the rern~inder of the provisions of
this Contract shsll remain in full force and effect end shall in ~io way be affected, impaired or
invalidated.
21. TERMINATION. In the event this Conlract is terminated for any reason,
pmuant to the terms hereof, ell money payments, with any ~crued interest, and ~hings of value
paid hereunder shall be returned forthwith to the Puwhas~r.
22.. NO_D_TICFsS. All notices and other com.ml,~cations tendered hi connection with
this Cozztract shall be in writing, and shall be deemed to have been duly given when delivered in
person or by telefax, or on the fourth day af~ mailing, if mailed registered or certified mail,
postage prepaid and properly addressed as follows:
To Pro:chaser. Office of the City Manager
City of Aspen
130 South Galena 8tceet
./'~. Aspen, Coloraao 81611
With a copy to the City Atto..mey tat the same address.
To Seller: Nick McGrath, Esq.
600 ~ Hopldn.~ Av~
Aspen, Colorado 8161 I
2,3. EARNEST MONY DISPUTE. Notwithstanding any termination of this
contract, Purchaseg and Seller agree that in the event of any colxtroversy regardl, g the earnest
money and things Of value held by b~oker or. closing agent, unless mutual closing instructions are
received by the holder of the earnest money and things of value, brnker or closing agent shall not
be required to ~ .any action but may await any proceeding, or at broker* s or closing agent' s
option and sole discrgtlon, my interplead all paxti~ and depesit any money or things of value
into a court of competent jurisdiction and shall recover coktr~ costs and r~asonable attorney fees.
24. FACSIM'ff-I~- TRANSMISSIONS. It is mutually agreed upon hy all th~ par~ies to
this Contract that, if necessary, facsimile coYnmunicb~ion shall be an accq~able and binding form
of communication. An original shall be provided to the other paxty(ic, s) at closing with original
signatures.
~ent by: JENKENS & GILCHRIST 214 855 4300; 01/14/99 18:55; Jel'~lx#532;Page 3/3