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HomeMy WebLinkAboutresolution.council.019-94 8e......... ~ ~ ~ ~I). l.. ,~ I.... ~ ~ RESOLUTION NO. /~ (Series of 1994) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, AUTHORIZING THE SALE AND CONVEYANCE OF CERTAIN REAL PROPERTY COMMONLY REFERRED TO AS THE KRAUT PROPERTY TO THE ASPEN/PITKIN COUNTY HOUSING AUTHORITY FOR THE DEVELOPMENT OF AFFORDABLE HOUS- ING. WHEREAS, the City Council did approve Resolution No. 55 (Series of 1990) authorizing the purchase of that certain parcel of real estate commonly referred to as the Kraut property ("Pro- perty") to be developed for affordable housing; and WHEREAS, the city of Aspen did purchase the Property from Elaine M. Kraut, on January 7, 1991, evidenced by that certain General Warranty Deed recorded in the Pitkin County Clerk and Recorder's office, Book 637, Page 192; and WHEREAS, the city Council desires to transfer title to said Property to the Aspen/Pitkin County Housing Authority in order to facilitate the acquisition, development and resale or rental of the Property for affordable housing. NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO: section 1 That the real estate property commonly referred to as the Kraut Property acquired by the city of Aspen for the development of affordable housing is not in current use for a public purpose. section 2 That the contract to Buy and Sell Real Estate and Develop- ment Agreement which is attached hereto and incorporated herein . 11..ft' .~ "<.- ..... \W by this reference, is hereby approved by the Aspen City Council and the city Manager is authorized to execute same on.behalf of the City of Aspen. The City Manager is further authorized to execute a General Warranty Deed and any other documents necessary to facilitate the transfer of the Kraut property as contemplated herein. RESOLVED, APPROVED AND ~ ADOPTED this ~7 day of , 1994, by the City Council for the city of Aspen, Colorado. b >.~I 7, {51 8. Bennett, Mayor John 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 ~ c:?8' of Aspen, Colorado, at a meeting held , 1994. ~ jW322.1 2 .. '-'. ~ @. Ii. f: '",," ~ \~?,-)'" B-iA8 .J1....._'-' S IL.V:r A DAy'1:3 . (7/D-b' K'i<Avcr Fi:EC DOC 10.00 0.00 ~ 11~ ,1A/?o/94 11:13A PG 1 OF 2 1- - i "i ~__ PITKIN COUNTY CLERK & RECORDER GENERAL WARRANTY DEED CITY OF ASPEN, a Colorado Municipal Corporation, as Grantor, for Ten Dollars ($10.00) and other good and valuable consideration, in hand paid, hereby sells and conveys to ASPEN/PITKIN COUNTY HOUSING AUTHORITY, a multi-jurisdictional housing authority, as Grantee, whose address is 530 E. Main Street, Aspen, Colorado 81611, the following real property in the County of Pitkin, State of Colorado; to wit: ,~ 1 ~ Lots 1 and 2, KRAUT LOT SPLIT, according to the Plat thereof filed March 20, 1990, in Plat Book 24 at Page 5 formerly known as Lots E, F, G, H and I, Block 105, City and Townsite of Aspen with all its appurtenances and warrants title to the same SUBJECT TO AND EXCEPTING: , Co ~ ~ 1. Taxes for the year 1994 due and payable in 1995 and all subsequent years not yet due or payable. 2. Unpatented mining claims; reservations or exceptions in patents or in Acts authorizing the issuance thereof; water rights, claims or title to water. 3. Any mine of gold, silver, cinnabar or copper, or any valid mining claim or possession held under existing laws, as reserved by M.G. Miller, County and Probate Judge of Pitkin County, Colorado, in the Deed to L.M, Bailey recorded December 10, 1887, in Book 59 at Page 150 and in deed to D.M. Van Haverbough recorded January 28, 1889, in Book 59 at Page 540. 4. Easement and right of way to excavate for, construct, install, maintain, inspect, repair, replace, operate and remove electrical and communication equipment, as granted by District Court in and for the County of Pitkin to City of Aspen by instrument recorded February 1, 1977, in Book 324 at Page 165 and re-recorded October 26, 1976, in Book 318 at Page 510. 5. Curb, Gutter and Sidewalk Improvements Agreement between Michael Luzich and Elaine Kraut recorded March 20, 1990, in Book 616 at Page 574. 6. Statement of Exemption from Subdivision between Michael Luzich and Elaine Kraut recorded March 20, 1990, in Book 616 at Page 576. 7. Ordinance No. 10, Series of 1990 by the City of Aspen recorded August 21, 1990, in Book 627 at Page 827. ~e.. 8. Electric Transformer Easement , said Subdivision. '\,;, as shown on the Plat of ~ ., tA ~. .... ., 36C1'205 8-748 P-118 04/20/94 11"13A PG 2 OF 2 9. Any and all leases and tenancies including but not limi ted to existing parking leases between Sy Kelly (Double K. Parking) and Elaine Kraut a/k/a Elaine M. Kraut as evidenced in Deed to City of Aspen recorded January 7, 1991, in Book 637 at Page 192. 10. Terms and conditions of Ordinance No. 65 (Series of 1993) of the City of Aspen, Colorado. Signed this 19""-day of ~, 1994. City of Aspen, Colorado ~f7~ Johtl Bennett, Mayor Attest: STATE OF COLORADO ss. County of Pitkin T~OregOing ~efal Warranty Deed was acknmdedged before me this ( day of~, 1994 by John Bennett, Mayor of the City of Aspen, Colorado and Kathryn Koch, Clerk of the City of Aspen. Witness my hand and official seal. My commission expires: My Commission expires 9/27196 ,~{1l'>" ;,', f<1'i1,{~" '1' \ ~'t_'.",,,. " . ".. ./ "1"') \'1' ','CO;-, , i{ ',II, 01") -, . i ,-/ . .. ;r". '. ).',.. ,. "." \-;;"'~;",.' ;, .., i ~ ').:/ (/);j-"H;~~\~.:' . '\ '1"'UI::!:U,~);_;::': Approved as to form: LJJiftr~ John Worcester Aspen City Attorney 2 el '\l "- -, ., "e @', \\ ;, '~ CONTRACT TO BUY AND SELL REAL ESTATE AND DEVELOPMENT AGREEMENT March 28, 1994 1. PARTIES AND PROPERTY. The City of Aspen, a municipal corporation (hereinafter "city" or "Seller"), agrees to sell, and the Aspen/Pitkin County Housing Authority, a multi-jurisdictional housing authority pursuant to Colorado law (hereinafter "Authori- ty" or "purchaser"), agrees to buy, on the terms and conditions set forth below, the following described real estate in the County of pitkin, State of Colorado, to wit: Lots 1 and 2, KRAUT LOT SPLIT, according to the Plat thereof filed March 20, 1990, in Plat Book 24, Page 5 together with all interest of Seller in vacated streets and alleys adjacent thereto, all easements and rights of way appur- tenant thereto, all physical improvements thereon, and all attached fixtures thereon, if any, hereinafter referred to as "the Property"). 2. PURCHASE PRICE AND TERMS. The purchase price shall be $10.00, payable in U.S. dollars by Purchaser in cash, certified funds, or electronic transfer of funds at closing. 3. EVIDENCE OF TITLE. Seller shall furnish to Purchaser, at Seller's sole cost and expense, a current ALTA commitment for title insurance on the Property, from a title company acceptable to Purchase, with all standard exceptions deleted, together with copies of all instruments listed in the schedule of exceptions of said title insurance commitment, within seven (7) days following acceptance of this Contract. The title insurance commitment, together with any copies of instruments furnished pursuant to this paragraph 3, shall constitute the title documents. 4. MERCHANTABLE TITLE AND CURE OF DEFECTS. Title shall be merchantable in Seller. If title is not merchantable, in Pur- chaser's sole and absolute discretion, and written notice of defect(s) is given by Purchaser or Purchaser's agent to Seller or Seller's agent on or before date of closing, Seller shall use reasonable efforts to correct said defect(s) prior to date of closing. If Seller is unable to correct said defect(s) on or before date of closing, at Purchaser's option and upon written notice to Seller or Seller's agent on or before date of closing, the date of closing shall be extended thirty (30) days for the purpose of correcting said defect(s). Except as sated in para- graph 10 below, if title is not rendered merchantable,Jn Pur- chaser's sole discretion, then at Purchaser's option, this Con- tract shall be null and void and of no effect, and each party hereto shall be released from all obligations hereunder, and all e (It .~e' ~,. payments and things of value received hereunder shall be returned forthwith to Purchaser. 5. ADDITIONAL DOCUMENTS TO BE DELIVERED BY SELLER TO PURCHASER PRIOR TO CLOSING. (A) Within seven (7) days following acceptance of this Contract, Seller, at its sole cost and expense, shall deliver to Purchaser the following items relating to the Property. (1) certificate and Statement of Taxes Due. A current certificate of taxes due covering the Property and a statement of personal property taxes due, both prepared by the Treasurer of the county in which the Property is located. 6. COVENANTS. REPRESENTATIONS AND WARRANTIES OF SELLER. Seller hereby covenants, represents and warrants to Purchaser the following, all of which shall be true, accurate and complete as of the date hereof and shall survive the closing: (A) Status and Authoritv. Seller has the right, legal capacity and authority to enter into and perform its obligations under this Contract, and the documents to be executed and deliv- ered pursuant hereto. (B) No Liabilities. Prior to or at the time of closing, Seller shall pay, or otherwise secure the release of, every debt, account payable, liability or obliga'tion of any nature whatsoever, contingent or otherwise, that is, or could become, a lien or other encumbrance against the Property; and Seller shall not engage in any action with respect to the Proper- ty between the date of execution of this Contract and the closing date that could give rise to a lien or claim against the Proper- ty. (C) Litiqation. No action, suit or proceeding is pending, or, to the best of Seller's knowledge, threatened against the Property or Seller, or affecting Seller's interests in, management of, or other activities with respect to, the Property. Seller is not in default of any order of any court, arbitrator or governmental body respecting the subject Property. (D) Compliance with Zoninq and Land Use Requlations. The Property is currently being operated in compliance with all zoning and land use regulations pertaining thereto. (E) Environmental Matters. To the best of the Sel- ler's knowledge, the Property, including related soils,. water and groundwater, is not contaminated by, and has never been used for, 2 e' \ \ ~ - e the generation, transportation, treatment, storage or disposal of, any hazardous substance or environmental pollutant(s). (F) No Notice of violation. Seller has no knowledge of and has received no notice of any pollution, health, safety, fire, environmental, sewerage or material building code violation with respect to the Property, or any portion thereof which has not been cured, and has furnished to Purchaser copies of any such notices and evidences of any such cure. (G) No Conflict. The execution and delivery of this Contract, and the documents required hereunder, and the consumma- tion of the transactions contemplated herein will not (1) con- flict with or be in contravention of any provision of any law, order, rule or regulation applicable to Seller or the Property; (2) result in the breach of any of the terms or provisions of, ,or constitute a default under, any agreement or other instrument to which Seller is a party, or by which it or any instrument to which Seller is a party, or by which it or any portion of the Property may be bound or affected; (3) permit any party to termi- nate any such agreement or instrument or to accelerate the maturity of any indebtedness or other obligation of Seller; or (4) result in any lien, charge or encumbrance of any nature on the Property other than as permitted by this Contract. (H) True and Correct Information. No document, certificate or written statement furnished to Purchaser and its agents by or on behalf of Seller in connection with the transac- tions contemplated herein contains or will contain any untrue statement of a material fact or omits or will omit to state any material fact necessary in order to make the sta'tements contained therein not misleading. (I) Use of Propertv Pendinq Closinq. Between the date of this Contract and the closing date, Seller: (1) Shall not dispose of any interest in the Property, and shall not mortgage, pledge or subject to lien or other encumbrance any interest in the Property. (2) Shall keep the Property adequately insured against all hazards; (3) Shall maintain the Property in its current condition, wear and tear excepted; (4) Shall conduct all operations affecting the Property in the ordinary course of business, and in th~ manner that the operation(s) have been conducted to date; and' 3 Ite', ~ ~ - ~ e', ~, (5) Shall not permit the Property to be used or operated in any manner that would be in violation of any local, state, or federal law or regulation. (J) No other Contracts. There are no other contract or agreements, oral or written, which affect the Property which will survive closing. 7. CONDITIONS PRECEDENT TO PURCHASER'S PERFORMANCE. purchaser's obligation to purchase the property pursuant to the terms of this Contract is expressly made contingent upon and subject to the following conditions precedent: (A) Ratification by Aspen city Council. In order to be binding on the city, this Contract must be ratified by the Aspen city Council. Ratification shall be in the form of reso- lution approving and accepting the Contract which passes by a majority vote. If ratification has not occurred on or before July 30,1994, this Contract shall be null and void. (B) Riqht to Inspect/Due Diliqence Period/Continqency Period. Purchaser's performance hereunder shall be expressly contingent upon and subject to Purchaser's right to make a thorough inspection of the Property, as well as of all matters raised and documents tendered in connection with this Contract, during a due diligence and contingency period of fifteen (15) days fOllowing the date on which the Aspen City Council ratifies this Contract as provided in 7(A), above. Therefore, in order to permit purchas'er to make such inspection, and otherwise perform its due diligence, Seller hereby extends to Purchaser and/or its agents or representatives the right to full and free access to the property during reasonable hours throughout said fifteen (15) day due diligence and contingency period. Purchaser's completion of any such inspection shall not constitute a waiver by Purchaser of any of Seller's representations or warranties contained herein. Purchaser agrees to indemnify, defend, and hold Seller harmless against any mechanics' liens or other claims or demands that may be asserted as a result of its physical inspection(s) of the Property. (C) No Material Adverse Chanqe. Between the date of this Contract and the closing date, there shall have been no material adverse change in the Property. (D) Absolute Riqht to Terminate. At any time within the above-described fifteen (15) day due diligence and contingen- cy period, Purchaser may elect, in its sole and absolute discre- tion, to terminate this Contract for any reason, by nQtjfying Seller or Seller's agent in writing of its decision to,so termi- 4 ~.." ~ . e ~" ~.. nate. In the event that Purchaser elects to terminate this Contract pursuant to the terms of this paragraph" then all earnest money payments and things of value paid hereunder shall be returned forthwith to Purchaser. 8. DATE OF CLOSING. The date of closing shall be fifteen (15) days following the expiration of the diligence period described in 7(B), above, or by mutual agreement at an earlier date. The hour and place of closing shall be as designated by Purchaser. 9. DELIVERY OF TITLE. Subject to payment at closing as required herein and compliance with the other terms and provi- sions hereof, Seller shall execute and deliver a good and suffi- cient general warranty deed conveying fee simple title to the property to Purchaser at closing, conveying the Property free and clear of all taxes except general property taxes for the year of closing; free and clear of all liens for special improvements installed as of the date of Purchaser's signature hereon, whether assessed or not; and free and clear of all liens and encumbrances except those disclosed by the title commitment which do not, in Purchaser's sole discretion, render title unmerchantable. 10. PAYMENT OF ENCUMBRANCES. Any encumbrance upon the Property required to be paid may be paid at the time of settle- ment from the proceeds of this transaction or from any other source. Provided, however, at the option of either party, that if the total indebtedness secured by liens on the Property exceeds the purchase price, this Contract shall be null and void and of no effect and each party thereto shall be released from all obligations hereunder and all payments and things of value received hereunder shall be returned forthwith to Purchaser. 11. ALLOCATION OF TAXES. General property taxes for the year of closing, based on the most recent levy and the most recent assessment, rents, water and sewer, charges, owner's association dues, and interest on encumbrances, if any, shall be prorated to date of closing. Any sales, use and transfer taxes that may accrue as a result of this transaction shall be paid by Seller. 12. CLOSING COSTS. DOCUMENTS AND SERVICES. Purchaser and Seller shall pay their respective closing costs at closing, except as otherwise provided herein. Purchaser and Seller shall sign and complete all customary or required documents at or before closing. 5 ~ ~ ~ '111III' ~ ~ 13. POSSESSION. Possession of the property shall be deliv- ered to Purchaser on the date of closing subject to the following lease(s) or tenancy(s): NONE. 14. DEVELOPMENT AGREEMENT. The parties hereto acknowledge that the sale of the Property from the City to the Authority is for the express purpose of facilitating the development and possible resale or rental of the property for affordable housing. In accordance with this purpose, the Authority agrees to commence and diligently pursue the development of the Property consistent with the direction and requisite approval process of the City council of the city. The City reserves the right to require the phased construction of the Kraut Affordable Housing Project to accommodate a temporary city Market facility on the Property at its sole discretion. The Authority shall keep the City Council abreast of all construction timing and phasing issues relating to the project so that the City Council can best decide how it wishes to proceed with the construction phasing of the Kraut project. 15. OPTION TO REPURCHASE. If the parties decide that the Authority shall sell units within the project consistent with the Authority's Housing Guidelines, the City shall have the irrevoca- ble option to acquire so many of the units as the City may desire at such time as the city shall determine, for a nominal sum, and upon such other terms as may be required by the city. If the parties decide that the Authority will retain title to the property and enter into leases with tenants, the Authority shall grant and convey to the City an unconditional and irrevocable option to acquire or lease the Property at such time as the city shall determine, for a nominal sum, and upon such other terms as may be required by the city. In acquiring the Property pursuant to this option, the city shall take title subject to the terms of any land leases which are in effect at the time the option is exercised and subject to any mortgages or deeds of trust which have been granted in connection with the financing of the cost of improve- ments constructed thereon, and shall release and indemnify the Authority from and against any and all further liability there- for. 16. EVENT OF DEFAULT AND REMEDIES. (A) Event of Default. Time is of the essence hereof. The fo~lowing shall be considered events of default: 6 ~e;, \1. ~"" tA, q. Ita, . (1) Failure to provide any document or failure to perform any other obligation hereunder within the time frames specified herein. (2) Failure of the City and Authority to agree upon a "development program" for the Property, as contemplated and described in section 15 above, within a reasonable time following the date of this Agreement. (3) Failure of the Authority to undertake or diligently pursue the agreed-upon development program approved by the City. (4) If, after commencement of the development program, there is any cessation of activity-ther~under for a period in excess of thirty (30) days. (5) Any material deviation from the development program or marketing plan approved by the city. (6) Any pledge, hypothecation, or grant of a mortgage, deed of trust, or security interest in the Property except to secure a loan for Project costs, without the advance written consent of the city. (7) If the City determines that the cost to complete the development program will be in excess of the amount budgeted for the project. (B) Notice, Riqht to Cure. In the event that the city believes that the Authority is in default with respect to the performance of this Agreement, as defined above, the City shall provide written notice of such default to the Authority. The Authority shall have a period of fifteen (15) days to provide evidence to the satisfaction of the city that the default has been cured or will be cured within a reasonable amount of time. If the city is satisfied that the default has been cured or will be cured, this Agreement shall remain in full force and effect. otherwise, the City shall have the remedies set forth below. (C) Remedies. If any event of default shall occur and shall not be cured, the City, at its sole option, may: (1) In addition to any other remedies which the city may have under this Agreement or by statute or by rule of law, enter upon the Property and construct, equip and complete any and all of the improvements contemplated in the development program or such amendments thereto as the city may from_time to time, and in its sole discretion, deem appropriate. The city 7 -" \. .. ~. "<,. e shall have the right at any and all times to discontinue any work commenced by it in respect to such improvements or to change any course of action undertaken by it and shall not be bound by any limitations or requirements of time whether set forth herein or otherwise. The city shall have the right and power at its option to assume any contract made by or on behalf of the Authority in any way relating to the construction of said improvements and to take over and sue all or any part or parts of the labor, materi- als, supplies and equipment contracted for by or on behalf of the Authority, including such equipment and supplies as have thereto- fore been delivered to the Property or stored in any facility for incorporation into the Property or said improvements, all in the sole and absolute discretion of the city. (2) In connection with the completion of the development program, the City may: (a) engage builders, contrac- tors, architects, engineers and others for the purpose of fur- nishing labor, materials and equipment in connection with the completion of the improvements contemplated in the development program; (b) pay, settle or compromise all bills or claims which may become liens against the Property or the improvements, or both, or which have been or may be incurred in any manner in connection with completion of the improvements or for the dis- charge of liens, encumbrances, or defects in the title of the Property and/or the improvements; (c) take such action as it may determine to protect the Property or improvements and/or supplies delivered for incorporation into the Property or improvements. (D) Attorney-in-Fact. For the purpose in facilitating enforcement of the remedies provided above, the Authority hereby irrevocably constitutes and appoints the city its true and lawful attorney-in-fact to execute, acknowledge and deliver any instru- ments and to do and perform any acts relating to completion of the development program for an on behalf of the Authority and in its name and place. This power of attorney shall be deemed to be a power coupled with an interest and is irrevocable. The city, as such attorney-in-fact, shall also have the power to prosecute and defend all actions or proceedings in connection with or affecting the Property or the development of improvements there- on. (E) Remedies Cumulative. All powers and remedies given by this section shall be cumulative and not exclusive of one another or of any other right, remedy or of any other powers available to the City by applicable law to enforce the perfor- mance or observance of the covenants and agreements of the Authority contained in this Agreement. No delay or omission of the city to exercise any right, remedy or power arisin~ upon any default shall impair any such right, remedy or power with respect 8 ~ ~ "It' ~ ~ ~, .. to any other subsequent default. Every power, right and remedy given to the City may be exercised from time to time as often as may be deemed necessary by the city. 17. SURVIVAL OF COVENANTS, REPRESENTATIONS AND WARRANTIES. The covenants, representations, warranties and indemnities made by the parties to this Contract, and the obligations and agree- ment to be performed or complied with by the respective parties hereunder on or before the closing date, shall be deemed to be perpetual in nature and shall survive the closing. 18. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between the parties hereto, and supersedes all prior and contemporaneous agreements, representations and understand- ings of the parties regarding the subject matter of this Con- tract. No supplement, modification or amendment of the Contract shall be binding unless executed in writing by the parties hereto. 19. COUNTERPARTS. This Contact may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instru- ment. 20. BINDING EFFECT/ASSIGNMENT. This Contract shall be binding upon and shall inure to the benefit of the parties hereto, and their respective heirs, successors and assigns. Purchaser may, in its sole discretion, and without the prior consent of Seller, assign all of Purchaser's rights hereunder to, or cause title to the Property to be taken in the name of a nominee selected by Purchaser, inclUding, but not limited to, a partnership or other entity formed for the purpose of owning the Property of the Aspen/Pitkin County Housing Authority. 21. RECOMMENDATION OF LEGAL COUNSEL. By signing this docu- ment, Purchaser and Seller acknowledge the advisability of obtaining the advice of independent legal counsel regarding examination of title documents and the terms of this Contract. 22. GOVERNING LAW. This Contract shall be governed by and construed in accordance with the laws of the State of colorado, and Purchaser hereby consents to the exclusive jurisdiction of the Colorado state courts in the event of any controversy or suit arising hereunder. 23. SEVERABILITY. If any provision of this Contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of thi~~ontract 9 lIe 1\ 'i;<. ~"" '%. . \- shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 24. TERMINATION. In the event this Contract is terminated for any reason, pursuant to the terms hereof,. all earnest money payments and things of value paid hereunder shall be returned forthwith to Purchaser. ' 25. NOTICES. All notices and other communications tendered in connection with this contract shall be in writing, and shall be deemed to have been duly given when delivered in person or by telefax, or on the third day after mailing, if mailed registered or certified mail, postage prepaid and properly addressed as follows: To Purchaser: Amy Margerum, City Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 Phone: (303) 920-5212 Fax: (303) 920-5119 To Seller: Tom Baker, Director Aspen/Pitkin County Housing Authority 530 East Main Street Aspen, Colorado 81611 PURCHASER: SELLER: CITY OF ASPEN jw322.2 10