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HomeMy WebLinkAboutresolution.council.049-96 e te e RESOLUTION NO. LJ q Series of 1996 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE AND AUTHORIZING THE CITY MANAGER TO EXECUTE ALL NECESSARY DOCUMENTS TO PURCHASE PROPERTY COMMONLY KNOWN AS THE PROCKTER PROPERTY. WHEREAS, the City Council of the City of Aspen has determined that it is in the City's best interest to purchase the property commonly referred to as the Prockter Property upon certain terms and conditions; and WHEREAS, the owners of the Prockter Property have executed a certain Contract to Buy and Sell Real Estate a copy of which is appended hereto as Exhibit" A" . NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF ASPEN, COLORADO: That the City Council of the City of Aspen hereby authorizes the City Manager to execute the Contract to Buy and Sell Real Estate appended hereto as Exhibit "A". The City Manager is . further authorized to execute such additional documents as may be required to consumma$ the proposed transaction. INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on the ~daYOf~, 1996. ~ ~, r'!Jo-'..~ John S. Bennett, Mayor e e e 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 on the day hereinabove stated. ~~)J~~ Kathryn . Koch, City Clerk prockter. res ~ '9 e e 17 (/U (l"lL CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT, made and entered on the date hereinafter set forth by and between the City of Aspen, a municipal corporation, hereinafter referred to as the "Purchaser", and Walter H. Prockter and Marian H. Prockter, hereinafter referred to as the "Seller". WI1NESSETH, that: WHEREAS, Seller owns that parcel of land commonly known as the Prockter property, located in the City of Aspen, Colorado, hereinafter referred to as the "Property"; and WHEREAS, Seller has received an appraisal establishing the fair market value of the Property, with the potential for aecess, at $345,000.00; and, WHEREAS, Purchaser agrees the Property does have a potential for access and desires to buy said Property; and WHEREAS, the Seller wishes to enter into a bargain sale with Purchaser for a sale Qf the Property at less than its fair market value, with the understanding that the Property will be utilized as park land for the public's use and enjoyment until such time as Purchaser determines that it may be used for other purposes NOW THEREFOR, Seller and Purchaser, for the consideration hereinafter set forth, agree as follows: 1. PARTIES AND PROPERTY. Purchaser agrees to buy and the Seller agrees to sell, on the terms and conditions set forth below, the following described real estate property situated in the County of Pitkin, State of Colorado, to wit: Tract "A" and Tract "B" as shown upon plat fIled for record on December 19, 1961, as Document No. 112585, in the Office of the Pitkin County Clerk and Recorder, being a part of the Jennie V. Lode, U.S.M.S. 5310 in the SWl/4SE1I4, Section and the NW1I4NE1I4 Section 18, Township 10 South, Range 84 West of the 6th P.M. County of Pitkin, State of Colorado. 2. PURCHASE PRICE AND TERMS. The total purchase price for the Property shall be Two Hundred Thousand Dollars ($200,000.00), payable in U.S. dollars by Purchaser in cash or certified funds at closing. The parties hereto agree that the sale of the property is for less thiill its fair market value. The parties hereto agree that the ~plpraised fair market value of the Property is $345,000.00 and that it is the intent of Seller tOj make a charitable gift to Purchaser in the amount of $145,000.00. 1 e e e 3. 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 AuthorW. 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 delivered pursuant thereto. (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 obligation of any nature wha~ver, 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 Property between the date of execution of this Contract and the closing date that could give rise to a lien or claim against the Property. (c) Litigation. 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 bpdy respecting the subject Property. (d) Environmental Matters. To the best of the Seller's knowledge, the Property, including related soils, water and groundwater, is not contaminated by, and has never been used fOIj, the generation, transportation, treatment, storage or disposal of any hazardous substance or environmental pollutant(s). (e) 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 except for the asbestos referenced hereinabove. (I) No Conflict. The execution and delivery of this Contract and the documents required hereunder, and the consummation of the transactions contemplated herein, will not: (I) 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 portion of the Property may be ~ound or affected; (2) permit any party to terminate any such agreement or instrument or to aecelera$ the maturity of any indebtedness or other obligation of the Seller; or (3) result in any lien, charge or encumbrance of any nature on the Property other than as permitted by this Contract. (g) True and Correct Information. To the best of Seller's knowledge, no document, certificate or written statement furnished to Purchaser and its agents by or on behalf of Seller in connection with this transaction cohtains or will contain any untrue statement ofa material fact or omits or will omit to state Gny material fact necessary in order to make the statements contained therein not misleading. Additionally, Seller has disclosed all encumbrances and/or defects in title not shown by the public records and all title documents of which Seller has actual knowledge. 2 e e e (h) Use of Property Pending Closing. Between the date of this Contract and the closing date, Seller: (i) Shall maintain the Property in its current condition, normal wear and tear excepted; (ii) Shall conduct all operations affecting the Property in the ordinary course of business, and in the manner that the operation(s) have been conducted to date; and (iii) 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. (i) No Other Contract. There are no other contracts or agreements, oral or written, which affect the Property which will survive closing. 4. . INSPECTION. Seller hereby extends to Purchaser and/or its agents or representatives the right to full and free access to the Property upon reasonable notice to Seller during reasonable hours to make investigation and inspection of the premises. Said right of inspection is extended for a period of thirty (30) days commencing on the date of this Conlract. Purchaser's completion of any such inspection or investigation shall not constitute a waiver by Purchaser of any .of Seller's representations or warranties contained in this Conlract. Purchaser agrees to indemnify, defend and hold Seller harmless against any mechanic's lien or other clailTIs or demands that lTIay be asserted by Purchaser's agents as a result of Purchaser's inspection of the Property, and Purchaser agrees to indemnify Seller in the event of personal injury or damage to the Property proximately caused by Purchaser's inspection. 5. DATE OF CLOSING. Subject to the conditions as previously set forth hereinabove, closing shall take place in Aspen, Colorado, at as mutually agreeable date, hour and place, but in no event later than August 30, 1996. 6. DELIVERY OF TITLE. Subject to tender or payment on closing as required herein and compliance by Purchaser with the other terms and provisions hereof, Seller shall execute and deliver a quit claim deed at closing conveying fe.~ simple title to the Property to. Purchaser and conveying the Property free and clear of all taxes; and free and clear of all liens for special improvements installed as of the date of closing, whether assessed or not. 7. PAYMENT OF ENCUMBRANCES. Any encumbrance upon the Property required to be paid shall be paid at the. time of settlement from the proceeds of this transaction or from any other source. ~ 8. t1.LLOCATION 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. 3 e ~ '. e Purchaser shall be solely responsible for the payment of any and all real estate transfer 'taxes payable to the City of Aspen arising from this transaction. 9. CLOSING COSTS. DOCUMENTS AND SERVICES. (a) Purchaser and Seller shall pay their respective closing costs at closing, except as otherwise provided herein. (b) Purchaser and Seller shall sign and complete all customary or required documents at or before closing. (c) Fees for real estate closing and settlement services shall not exceed $500.00 and shall be shared equally at closing by Purchaser and Seller. (d) Seller, at its sole expense, shall deliver to Purchaser a current certificate of taxes due covering the Property and a statement of personal property taxes due, both prepared by the Pitkin County Treasurer. 10. POSSESSION. Possession of the Property shall be delivered to Purchaser qn the date of closing. 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 Purchaser for payment of $500.00 per day as liquidated damages from the date of agreed possession until possession is delivered. 11. TIME OF ESSENCE/DEFAULT/REMEDIES. Time is of the essence hereof. If any note or check received or any other payment due hereunder is not paid, honored or telldered when due, or if any other obligation hereunder is not performed within the time frames specified herein, there shall be the following remedies: (a) IF PURCHASER IS IN DEFAULT, then Seller may elect to treat this Cqntract as canceled, in which case all payments and things of value paid hereunder shall be forfeirep and retained on behalf of Seller, and Seller may recover such damages as may be proper. (b) IF SELLER IS IN DEFAULT, then Purchaser may elect to treat this Contract as terminated, in which case all money payments and things of value paid hereunder shall be returned forthwith to Purchaser and Purchaser may recover such damages as may be proper, or Purchaser may elect to treat this Contract as being in full force and effect, whereupon Purchaser shall have the right to an action for specific performance or damages, or both. (c) Anything to the contrary herem notwithstanding, in the event of any litigation aiising out of this Contract, the court may award to the prevailing party its reasonable costs and expenses, including attorneys and expert witness fees. 4 ~. ~. e e 12. SURVNAL OF COVENANTS. REPRESENTATIONS AND WARRANTIES. The covenants, representations, warranties and indemnities made by the parties to this Contract, and the obligations and agreements to be performed or complied with by the respective parties hereunder on or before the closing date, shall survive the closing for a period of six (6) months thereafter. 13. MEMORIAL PLAOUE. Purchaser agrees to place, at its own expense, a bench with a memorial plaque on the Property. The language to be inscribed on the plaque shall be mutually agreed to by the parties. 14. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between the parties hereto, and supersedes all prior and contemporaneous agreements, representations and understandings of the parties regarding the subject matter of this Contract. No supplement, modification or amendment of the Contract shall be binding unless executed in writing by the parties hereto. 15. COUNTERPARTS. This Contract may be executed in one or more counteJ:parts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 16. 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 the Purchaser's right hereunder to, or cause title to the Property to be taken in the name of a non-profit nominee selected by Purchaser. In the event that Purchaser assigns all of its rights undetthis Contract, Purchaser shall remain obligated to fulfill its obligations under the terms of this Contract to Seller. 17. RECOMMENDATION OF LEGAL COUNSEL. By Slgmng this document, 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. 18. GOYERNINQ LAW. This contract shall be governed by and be 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 hereund~r. 19. 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 this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 20. TERMINATION. In the event this Contract is terminated for any reason, pursuant to the terms hereof, all money payments, with any accrued interest, and things of value paid hereunder shall be returned forthwith to Purchaser. 5 e . ,. ~., 21. 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 fourth day after mailing, if mailed registered or certified mail, postage prepaid and properly addressed as follows: To Purchaser: Office of the City Manager City of Aspen 130 South Galena Street Aspen, Colorado 81611 With a copy to the City Attorney at same address. To Seller: Dr. Walter Prockter 1815 S. l'ederal Way Deliver, Colorado 80219 PURCHASER: CITY OF ASPEN By: Date 1/5/96 , SELLER: 6z~ 4. ~ tv- prockter.llgr 6