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HomeMy WebLinkAboutresolution.council.012-98 RESOLUTION NO./_~ Series of 1998 A RESOLUTION OF THE CITY OF ASPEN, COLORADO, APPROVING A VACANT LAND/FARM AND RANCH CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF ASPEN, COLORADO, AND THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, 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 Vacant Land/Farm Contract to Buy and Sell Real Estate between the City of Aspen, Colorado and the Board of County Commissioners of Pitkin County 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 Vacant Land/Farm and Ranch Contract to Buy and Sell Real estate between the City of Aspen, Colorado, and the Board of County Commissioners of Pitkin County 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 on behalf of the City of Aspen. Dated: ~ 43 ,1998. John S. n~,Mayo/r~~ L 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 rueeting held ,1998. JpW-O2/Og/98-G:\john\word\resos\czy-~t.doc THIS FORM HAS IMPORTANT LEGAL CONSEQUENCES AND THE PARTIES SHOULD CONSULT LEGAL AND TAX OR OTHER COUNSEL BEFORE SIGNING. VACANT LAND/FARM AND RANCH CONTRACT TO BUY AND SELL REAL ESTATE (FINANCING SECTIONS OMITTED) ,1998 1. PARTIES AND PROPERTY. Board of County Commissioners of Pitkin County, Colorado, buyer(s) [Buyer], (as joint tenants/tenants in common) agrees to buy, and the undersigned seller(s) [Seller] the City of Aspen, agrees to sell, on the terms and conditions set forth in this contract the following described real estate in the County of Pitkin, Colorado, to wit: See Exhibit A attached hemto and incorporated herein by this reference. In addition, a location map is attached as Exhibit B. together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and other appurtenances thereto, all improvements thereon and all attached fixtures thereon, except as herein excluded (collectively the Property). 2. INCLUSIONS/EXCLUSIONS. (d) Water Rights. Purchase price to include the following water rights: None (e) Growing Crops. With respect to the growing crops Seller and Buyer agree as follows: N/A The above-described included items (Inclusions) are to be conveyed to Buyer by Seller by bill of sale, N/A deed or other applicable legal instrument(s) at the closing, free and clear of all taxes, liens and encumbrances, except as provided in Section 12. The following attached fixtures are excluded from this sale: N/A 3. PURCHASE PRICE AND TERMS. The purchase price shall be $3677.90, payable in U.S. dollars by Buyer as follows: (Complete the applicable terms below.) (a) Earnest Money. $ 0 in the form of N/A ., as earnest money deposit and part payment of the purchase price, payable to and held by N/A , broker, in its trust account on behalf of both Seller and Buyer. Broker is authorized to deliver the earnest money deposit to the closing agent, if any, at or before closing. The balance of $ N/A (purchase price less earnest money) shall be paid as follows: (b) Cash at Closing. $3~677.90, plus closing costs, to be paid by Buyer at closing in funds which comply with all applicable Colorado laws, which include cash, electronic transfer funds, certified check, savings and loan teller's check, and cashier's check, (Good Funds). 5. APPRAISAL PROVISION. (Check one box only.) This section 5 [] shall [] shall not apply. If this Section 5 applies, as indicated above, Buyer shall have the sole option and election to terminate this contract if the purebase price exceeds the Property's valuation determined by an appraiser engaged by . The contract shall terminate by the Buyer causing the Seller to receive written notice of termination and a copy of such appraisal or written notice from lender which confirms the Property's valuation is less than the purchase price, on or before , (Appraisal Deadline). If Seller does not receive such written notice of termination on or before the appraisal deadline, Buyer waives any right to terminate under this section. 6. COST OF APPRAISAL. Cost of any appraisal to be obtained after the date of this contract shall be timely paid by N/A 7. ASSIGNABLE. This contract shall be assignable by Buyer without Seller's prior written consent. Except as so restricted, this contract shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties. 8. EVIDENCE OF TITLE. Seller shall furnish to Buyer, at Seller's expense, a current commitment for owner's title insurance policy in an amount equal to the purchase price, on or before March 2, 1998 (Title Deadline). Buyer may require of Seller that copies of instruments (or abstracts of instruments) listed in the schedule of exceptions (Exceptions) in the title insurance commitment also be furnished to Buyer at Seller's expense. This requirement shall pertain only to instruments shown of record in the office of the clerk and recorder of the designated county or counties. The title insurance commitment, together with any copies or abstracts of instruments furnished pursuant to this Section 8, constitute the title documents (Title Documents). Buyer, or Buyer's designee, must request Seller, in writing, to furnish copies or abstracts of instruments listed in the schedule of exceptions no later than seven (7) calendar days after Title Deadline. Seller will pay the premium at closing and have the title insurance policy delivered to Buyer as soon as practicable after closing. 9. TITLE. (a) Title Review. Buyer shall have the right to inspect the Title Documents. Written notice by Buyer of unmerehantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Buyer and given to Seller on or before seven (7) calendar days after Title Deadline, or within five (5) calendar days after receipt by Buyer of any Title Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to title. If Seller does not receive Buyer's notice by the date(s) specified above, Buyer accepts the condition of title as disclosed by the Title Documents as satisfactory. 2 (b) Matters Not Shown by the Public Records. Seller shall deliver to Buyer, on or before the Title Deadline set forth in Section 8, true copies of all lease(s) and survey(s) in Seller's possession pertaining to the Property and shall disclose to Buyer all easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Buyer shall have the right to inspect the Property to determine if any third party(s) has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Buyer and given to Seller on or before March 9, 1998. If Seller does not receive Buyer's notice by said date, Buyer accepts title subject to such rights, if any, of third parties of which Buyer has actual knowledge. (c) Special Taxin~ Districts. SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. BUYER SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. In the event the Property is located within a special taxing district and Buyer desires to terminate this contract as a result, if written notice is given to Seller on or before the date set forth in Subsection 9(b), this contract shall then terminate. If Seller does not receive Buyer's notice by the date specified above, Buyer accepts the effect of the Property's inclusion in such special taxing district(s) and waives the right to so terminate. (d) Right to Cure. If Seller receives notice of unmemhantability of title or any other unsatisfactory title condition(s) as provided in Subsection (a) or (b) above, Seller shall use reasonable effort to correct said unsatisfactory title condition(s) prior to the date of closing. If Seller falls to correct said unsatisfactory title condition(s) on or before the date of closing, this contract shall then terminate; provided, however, Buyer may, by written notice received by Seller on or before closing, waive objection to said unsatisfactory title condition(s). 10. INSPECTION. Seller agrees to provide Buyer on or before March 2, 1998 with a Seller's Property Disclosure form completed by Seller to the best of Seller's current actual knowledge. Buyer or any designee shall have the right to have inspection(s) of the physical condition of the Property and Inclusions at Buyer's expense. If written notice of any unsatisfactory condition, signed by or on behalf of Buyer, is not received by Seller on or before March 9, 1998 (Objection Deadline), the physical condition of the Property and Inclusions shall be deemed to be satisfactory to Buyer. If such notice is received by Seller as set forth above, and if Buyer and Seller have not agreed, in writing, to a settlement thereof on or before March 16, 1998 (Resolution Deadline), this contract shall terminate three calendar days following the Resolution 3 Deadline unless, within the three calendar days, Seller receives written notice from Buyer waiving objection to any unsatisfactory condition. Buyer is responsible for and shall pay for any damage which occurs to the Property and Inclusions as a result of such inspection. 11. DATE OF CLOSING. The date of closing shall be March 27, 1998, or by mutual agreement at an earlier date. The hour and place of closing shall be as designated by Buyer. 12. TRANSFER OF TITLE. Subject to tender or payment at closing as required herein and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient ~eneral warranty deed to Buyer, on closing, conveying the Property free and clear of all taxes except the general taxes for the year of closing, and except none Title shall be conveyed free and clear of all liens for special improvements installed as of the date of Buyer's signature hereon, whether assessed or not; except (i) distribution utility easements (including cable TV), (ii) those matters reflected by the Title Documents accepted by Buyer in accordance with Subsection 9(a), (iii) those rights, if any, of third parties in the Property not shown by the public records in accordance with subsection 9(b), (iv) inclusion of the Property within any special taxing district, and (v) subject to building and zoning regulations. 13. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before closing from the proceeds of this transaction or from any other source. 14. CLOSING COSTS, DOCUMENTS AND SERVICES. Buyer and Seller shall pay, in Good Funds, their respective closing costs and all other items required to be paid at closing, except as otherwise provided herein. Buyer and Seller shall sign and complete all customary or required documents at or before closing. Fees for real estate closing services shall not exceed $300.00 and shall be paid at closing by . The local transfer tax of N/A __ % of the purchase price shall be paid at closing by Buyer. Any sales and use tax that may accrue because of this transaction shall be paid when due by. N/A 15. PRORATIONS. General taxes for the year of closing, based on the taxes for the calendar year immediately preceding closing, rents, water and sewer charges, homeowner's association dues, and interest on continuing loan(s), if any, and shall be prorated to date of closing. 16. POSSESSION. Possession of the Property shall be delivered to Buyer as follows: at date of delivery of deed, subject to the following lease(s) or tenancy(s): none . If Seller, after closing, fails to deliver possession on the date herein specified, Seller shall be subject to eviction and shall be additionally liable to Buyer for payment of $ N/A per day from the date of agreed possession until possession is delivered. 17. CONDITION OF AND DAMAGE TO PROPERTY. Except as otherwise provided in this contract, the Property and Inclusions shall be delivered in the condition existing as of the date of this contract, ordinary wear and tear excepted. In the event the Property shall be damaged by fire or other casualty prior to time of closing, in an amount of not more than ten percent of the total purchase price, Seller shall be obligated to repair the same before the date of closing. In the 4 event such damage is not repaired within said time or if the damages exceed such sum, this contract may be terminated at the option of Buyer. Should Buyer elect to carry out this contract despite such damage, Buyer shall be entitled to credit for all the insurance proceeds resulting from such damage to the Property and Inclusions, not exceeding, however, the total purchase price. Should any Inclusion(s) or service(s) fail or be damaged between the date of this contract and the date of closing or the date of possession, whichever shall be earlier, then Seller shall be liable for the repair or replacement of such Inclusion(s) or service(s) with a unit of similar size, age and quality, or an equivalent credit, less any insurance proceeds received by Buyer covering such repair or replacement. The risk of loss for any damage to growing crops, by fire or other casualty, shall be borne by the party entitled to the growing crops, if any, as provided in Section 2 and such party shall be entitled to such insurance proceeds or benefits for the growing crops, if any. 18. TIME OF ESSENCE/REMEDIES. Time is of the essence hereof. If any note or check received as earnest money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not performed or waived as herein provided, there shail be the following remedies. (a) IF BUYER IS IN DEFAULT: [Check one box only.] [XI (2) Lhuidated Daraal~es. All payments and things of value received hereunder shall be forfeited by Buyer and retained on behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such payments and things of value are LIQUIDATED DAMAGES and (except as provided in Subsection (c)) are SELLER'S SOLE AND ONLY REMEDY for Buyer's failure to perform the obligations of this contract. Seller expressly waives the remedies of specific performance and additional damages. (b) IF SELLER IS IN DEFAULT: Buyer may elect to treat this contract as canceled, in which case all payments and things of value received hereunder shall be returned and Buyer may recover such damages as may be proper, or Buyer may elect to treat this contract as being in full force and effect and Buyer shall have the right to specific performance or damages, or both. (c) COSTS AND EXPENSES. Anything to the contrary herein notwithstanding, in the event of any arbitration or litigation arising out of this contract, the arbitrator or court shall award to the prevailing party all reasonable costs and expenses, including attorney fees. 19. EARNEST MONEY DISPUTE. Notwithstanding any termination of this contract, Buyer and Seller agree that, in the event of any controversy regarding the earnest money and things of value held by broker or closing agent, unless mutual written instructions are received by the holder of the earnest money and things of value, broker or closing agent shall not be required to take any action but may await any proceeding, or at broker's or closing agent's option and sole discretion, may interplead all parties and deposit any moneys or things of value into a court of competent jurisdiction and shall recover court costs and reasonable attorney fees. 5 20. ALTERNATI~E DISPUTE RESOLUTION: MEDIATION. If a dispute arises relating to this contract, and is not resolved, the parties and broker(s) involved in such dispute (Disputants) shall first proceed in good faith to submit the matter to mediation. The Disputants will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. In the event the entire dispute is not resolved within thirty (30) calendar days from the date of written notice requesting mediation is sent by one Disputant to the other(s), the mediation, unless otherwise agreed, shall terminate. This section shall not alter any date in this contract, unless otherwise agreed. 21. ADDITIONAL PROVISIONS: (The language of these additional provisions have not been approved by the Colorado Real Estate Commission) N/A 22. RECOMMENDATION OF LEGAL COUNSEL. By signing this document, Buyer and Seller acknowledge that the Selling Company or the Listing Company has advised that this document has important legal consequences and has recommended the examination of title and consultation with legal and tax or other counsel before signing this contract. 23. TERMINATION. In the event this contract is terminated, all payments and things of value received hereunder shall be returned and the parties shall be relieved of all obligations hereunder, subject to Section 19. 24. SELLING COMPANY BROKER RELATIONSHIP. The selling broker, __N/A and the salespersons have been engaged as N/A Selling Company has previously disclosed in writing to the Buyer that the difference relationships are available which include buyer agency, seller agency, subagency, or transaction-broker. 25. NOTICE TO BUYER. Any notice to Buyer shall be effective when received by Buyer. 26. NOTICE TO SELLER. Any notice to Seller shall be eftbctive when received by Seller. 27. MODIFICATION OF THIS CONTRACT. No subsequent modification of any of the terms of this contract shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. 28. ENTIRE AGREEMENT. This contract constitutes the entire contract between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this contract, 29. NOTICE OF ACCEPTANCE: COUNTERPARTS. This proposal shall expire unless accepted in writing, by Buyer and Seller, as evidenced by their signatures below, and the offering party receives notice of such acceptance on or before ,19 (Acceptance Deadline). If accepted, this document shall become a contract between Seller and Buyer. A copy of this document may be executed by each party, separately, and when each party has executed a 6 copy thereof, such copies taken together shall be deemed to be a full and complete contract between the parties. FOR THE BUYER: Board of County Commissioners Date of Buyer's Signature of Pitkin County, Colorado Chair 530 East Main Street Aspen, CO 81611 APPROVED AS TO FORM: Deborah Quinn Date Assistant Pitkin County Attorney FOR THE SELLER of A~spen ~ Date of Seller's Signature Seller's Address APPROVED AS TO FORM: John Worcester STATE OF COLORADO ) ) ss. County of Pitkin ) Acknowledged before me this day of , ~998, by Witness my hand and official seal. My Commission expires: Notary Public Address STATE OF COLORADO ) County of Pitkin ) Acknowledged before me this __day of ,1998, by Witness my hand and official seal. My Commission expires: Notary Public Address NOTE: Closing Instructions should be signed at the time this contract is signed o EXHIBIT SE ~/4 SEC, 21 T9S RaSW 6TH PM o_ R.O.I, 5.H. 82 t ~ POIN)' ~} BEGINNING N69'23'31~1 290,~4' ~1~ CREEK ROAO ~ , s... 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