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Home My WebLink Aboutresolution.council.083-93 (~,i_ ~ 1\\ <~ 1.1, "'<. I~_' T A ,}., '", -- -.-" RESOLUTION NO. '8'3 Series of 1993 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO, APPROVING A CONTRACT TO PURCHASE A PARCEL OF LAND FROM PITKIN COUNTY FOR USE AS A SNOW DUMP SITE, AND AUTHORIZING THE CITY MANAGER AND MAYOR TO EXECUTE SAID AGREEMENT ON BEHALF OF THE CITY OF ASPEN, COLORADO. WHEREAS, there has been submitted to the City Council a Contract to Buy and Sell Real Estate between Pitkin County and the City of Aspen, a true and accurate copy of which is attached 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 approves that Contract to Buy and Sell Real Estate between Pitkin County and the City of Aspen for the purchase of a parcel of land for use as a snow dump site, a copy of which is annexed hereto and incorporated herein, and .---------. does hereby authorize the City Manager and Mayor of the City of Aspen to execute said agreement on behalf of the City of Aspen. the INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on r; clay of i!2t~.A993. Mayor Pro Tern 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. Snowdump. res ( ( TillS IS A LEGAL INSTRUMENT. IF NOT UNDERSTOOD, LEGAL, TAX OR OTHER COUNSEL SHOULD BE CONSULTED BEFORE SIGNING. - VACANT LANDIFARM AND RANCH CONTRACT TO BUY AND SELL REAL ESTATE Seller's remedy Liquidated Damages or Specific Perfonnance (Section 16) (FINANCING SECTIONS OMITTED) ;) <-<- ~ , 19..2.) 1. PARTIES AND PROPERTY. The Aspen City Council, purchaserCs) [Purchaser], (as joint tenants/tenants in common) agrees to buy, and the Pitkin County Board of commissioners [SeLler], 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: A parcel of land located in Section 34, Township 9 South. Range 85 West of the 6th PrincipaL Meridian, more fully described within Exhibit IIAIl, contain 4.0 acres, more or less. (Stl'l.'Ct Addref'(<, City, Still.:, Zip) 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, and called the Property. 2. INCLUSIONS. The purchase price includes any items or improvements attached or otherwise, including but not limited to fencing, survey markers, roadways, agricultural improvements and growing crops. The above.described included items (Inclusions) are to be conveyed to Purchaser by Seller by bill of sale, quit-claim deed or other applicable legal instrument(s) at the closing, free and clear of all taxes, liens and encumbrances, except as provided in section 10. The following are excluded from this sale: All water rights associated with the property will be retained by Seller. 3. PURCHASE PRICE AND TERMS. The purchase price shall be $ 120.000.00 (complete the applicable terms below): , payable in u.S. dollars by Purchaser as follows (a) Earnest Honey. No earnest money deposit shall be required for the purchase. ~) Conditions of Sale. (~haSer agrees to place the following conditions or restriction on the Deed of Sale for the Property: i) Right of First Refusal. If and when the property is to be offered for sale, Pitkin County shall be given written notice thereof, including the proposed sale price. Pitkin County shall have a thirty (30) day nonassignable option to purchase the property for the asking price. In addition, Pitkin County shall have a thirty (30) day nonassignable right of first refusal to purchase the property which shall commence when a bona fide purchase offer is made by a third party and accepted by the City od Aspen. If such offer ;s made while the initial thirty (30) day option period is still in effect, Pitkin county may purchase the property for the amount of the initial sale price or the amount of the bona fide offer, whichever is less. ii) Purchaser shall allow for public access over the property for fishing. (c) Cash at closing~ $ 120,000.00 to be paid by Purchaser at clos.ing in cash, electronic transfer funds, certified check, savings and loan tetter's check, or cashier's check. 4. GOOD FUNDS. All payments required at closing shall be made in funds which comply with all applicable Colorado laws. 5. NOT ASSIGNA8lE~ This contract shall not be assignable by Purchaser without Seller1s 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. 6. EVIDENCE OF TITLE. Seller shall furnish to purchaser. at Seller'S expense, either a current commitment for owner's title insurance policy in an amount equal to the purchase price or at Seller's choice, or an abstr~ct of title certified to a current date, on or before Decerrber 1, 1993. If a title insurance commitment is furnished, Purchaser 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 Purchaser 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 7, constitute the title documents (Title Documents,:. Purchaser must request SeLler to furnish copies or abstracts of instruments listed in the schedule of exceptions no later than 14 calendar days after Purchaser's receipt of the title insurance corrmitment. If Seller furnishes a title insurance commitment,' Seller will ~,._ e the title insurance policy delivered to Purchaser as soon as practicable after closing and pay the premium a.t closing. ~. i "". . TiTLE- (a) Title Review~ Purchaser shall have the right to inspect the Title Documents or abstract. \Jritten notice by Purchaser of unmerchantabiLity of title or of any other unsatisfactory title condition shown by the Titte Documents or abstract shall be signed by or on behalf of Purchaser and given to Seller or listing Company on or before 14 calendar days after Purchaser1s receipt of Title Documen( abstract, or within five (5) calendar da~~ .(ter receipt by Purchaser of any Title Document(s) or endorsement(s) addlng new Exception(s) to the title cOrmlitment together with a copy of the Title Document adding new Exception(s) to title. If Seller or Listing Company does not receive purchaser1s notice by the date(s) specified above, Purchaser shall be deemed to have accepted the condition of title as disclosed by the Title Documents as satisfactory. (b) Matters Not Shown by the Public Records. Seller shall deliver to Purchaser, on or before the date set forth'in section _* rue copies of all lease(s) and survey(sJ in Seller'S possession pertaining to the Property and shall disclose to Purchaser ~. easements, liens or other title matters not shown by the public records of which Seller has actual knowledge. Purchaser ~,,__ II have the right to inspect the Property to determine if any third party(s) has any right in the Property no shown by the publ ic records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written not:ice of any unsatisfactory condition(s) disclosed by Seller or revealed by such inspection shall be signed by or on behalf of Purchaser and given to Seller or Listing Company on or before Oecember 15. 1993. If SelLer or Listing Company does not receive Purchaser'S notice by said date, Purchaser shall be deemed to have accepted title subject to such rights, if any, of third parties of which Purchaser has actual knowledge. (c) Right to Cure. If Seller or Listing Company receives notice of unmerchantability 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 fails to correct said unsatisfactory title condition(s) on or before the date of closing, this contract shall then terminate, subject to section 17; provided, however, Purchaser may, by written notice received by Seller or Listing Company on or before closing, waive objection to said ,unsatisfactory title condition(s). 8. DATE OF CLOSING. The date of closing shall be December 31. 1993, or by mutual agreement at an earlier date. The hour and place of closing shall be as designated by the Seller. 9. TRANSFER OF TITLE. Subject to tender or payment on closing as required herein and compl iance by Purchaser with the other terms and provisions hereof, Seller shall execute and deliver a good and sufficient quit claim deed to Purchaser, on closing, conveying the Property free and clear of all taxes except the general taxes for the year of closing, and except water rights. free and clear of all liens for special improvements installed as of the date of Purchaser IS signature hereon, whether assessed or not; except di stributi on uti l i ty easements, including cable TV; except those matters ref lected by the Ti t le Documents accepted by Purchaser in accordance with subsection 8(a); except those rights, if any, of third parties in the Property not shown by the public records in accordance with subsection 8(b); and subject to building and zoning regulations. 10. PAYMENT OF ENCUMBRANCES. Any encumbrance required to be paid shall be paid at or before the time of settlement from the proceeds of this transaction or from any other source. 11. 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. Fees for real estate closing and settlement services shall be paid at closing by the Selter. .' 2. POSSESSION. Possession of the Property shall be delivered to Purchaser at time of closing and in itls existing condition. ~,:,' eller, after closing, fails to deliver possession on the date herein specified, Seller shall be subject to eviction and shall '<", <; additionally liable to Purchaser for payment of $100.00 per day from the date of agreed possession untiL possession is delivered. 13~ CONDITION OF AND DAMAGE TO PROPERTY. The Property and Inclusions shall be conveyed in their present condition, 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 event such damage is not repaired within said time or if the damages exceed such sum, this contract may be terolinated at the option of Purchaser. Should Purchaser elect to carry out this contract despite such damage, Purchaser 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 Inelusion(s) or service(s) with a unit of similar size, age and quality, or an equivalent credit, less any insurance proceeds received by Purchaser 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.' 14. 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 shall be the following remedies. (a) IF THE PURCHASER IS IN DEFAULT: SUBSECTION (1) [SPECIFIC PERFORMANCE]. {LIQUIDATED DAMAGES]. IF THE BOX IN SUBSECTION (1) IS CHECKED, SELLERIS REMEDIES SHALL BE AS SET FORTH IN IF SAID BOX IS NOT CHECKED, SELLERIS REMEDIES SHALL BE AS SET FORTH IN SUBSECTION (2) l~: (1) Specific Performance. Seller may elect to treat this contract as cancelled, in which case all payments and things of value received hereunder shall be forfeited and retained on behalf of Seller, and Seller may recover such damages as may be proper, or Seller may elect to treat this contract as being in full force and effect and Seller shall have the right to specific performance or damages, or both. (I (2) Liquidated Damages. All payments and things of value received hereunder shall be forfeited by Purchaser and retained W behalf of Seller and both parties shall thereafter be released from all obligations hereunder. It is agreed that such ~~~. ments and things of value are LIQUIDATED DAMAGES and (except as provided in subsection (c)) are SELLER'S SOLE AND ONLY REMEDY for purchaser1s fai lure to perform the obligations of this contract. Seller expressly waives the remedies. of specific performance and additional damages. ( ( (b) IF SELLER IS IN DEFAULT: Purchaser may elect to treat this contract as cancelled, in which case alL payments and things off value received hereunder shall be returned 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 and Purchaser 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 litigation or arbitrat,' ion arising ~ ut of this contract, the court shaLL award to the prevailing party alL reasonable costs and expense. including attorney fees. '~" - 17. EARNEST HONEY DISPUTE~ Notwithstanding any termination of this contract, Purchaser 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 broker1s or closing agent1s 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 tees. 18. INSPECTION. Purchaser or any designee, shall have the right to h'ave inspection(s) of the physical condition of the Property and Inclusions, at Purchaser's expense. If written notice of any unsatisfactory condition, signed by Purchaser, is not received by Seller or Listing Company on or before November 30, 1993, the physical condition of the Property and Inclusions shall be deemed to be satisfactory to Purchaser. If written notice of any unsatisfactory condition, signed by Purchaser, is given to Seller or Listing Company as set forth above in this section, and if Purchaser and Seller have not reached a written agreement in settlement thereof on or before December 10, 1993, this contract shall then terminate, subject to section 17. Purchaser is responsible and shalt pay tor any damage which occurs to the Property and Inclusions as a result of such, inspection. 19. AGENCY DISCLOSURE. The listing broker, none , and its sales agents (Listing Company) represent Seller. The Listing Company owes duties of trust, loyalty and confidence to Seller only. While_the Listing Company has a duty to treat Purchaser honestly, the Listing Company is Seller1s agent and is acting on behalf of Seller and not Purchaser. BY SIGNING BElOY, PURCHASER ACKNOWLEDGES PRIOR TIMELY NOTICE BY LISTING OR SELLING COMPANY THAT LISTING COMPANY IS SELLER'S AGENT. The selling broker, none , and its sales agents (Selling Company) represent: [IF THE BOX IN SUBSECTION (b) IS CHECKED, SELLING COMPANY REPRESENTS PURCHASER ONLY, AS SET FORTH IN SUBSECTION (b). IF THE BOX IN SUBSECTION (B) IS NOT CHECKED, SELLING COMPANY REPRESENTS SELLER ONLY, AS SET FORTH IN SUBSECTION (a).] (a) SeLLer. The Selling Company owes duties of trust, loyatty and confidence to Sell.er only. While the Selling Company has a duty to treat Purchaser honestly, the Selling Company is Seller1s agent and is acting on behalf of Seller and not Purchaser. BY SIGN ING BELOW, PURCHASER ACKNOWLEDGES PR IOR TIMELY NOT I CE BY SELLI NG COMPANY THAT SELLI NG COMPANY: I S SELLER I S AGENT. ."i/,' -: (b) Purchaser. If the box is checked: The Selling Company owes duties of trust, loyalty and confidence to Purchaser only. tile the Selling Company has a duty to treat Seller honestly, the Selling Company is acting on behalf of Purchaser and not ~~ eller. SELLER AND LISTING COMPANY ACKNOWLEDGE PRIOR TIMELY NOTICE BY SELLING COMPANY THAT IT IS PURCHASER1S AGENT. 20. ADDITIONAL PROVISIONS: 21. RECOMMENDATION OF LEGAL COUNSEL. By signing this document, Purchaser and Seller acknowledge that the Selling Company or the Listing Company has recommended that Purchaser and Setler obtain the advice of their own legal counsel regarding examination of title and this contract. 22. 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 17. 23. NOTICE OF ACCEPTANCE/COUNTERPARTS. If this proposal is accepted by Seller in writing and Purchaser receives notice of such acceptance on or before October 1, 1993, this document shall become a contract between Seller and Purchaser. A copy of th i s document may be executed by each party, separately, and when each party has executed a copy thereof, such 'copi es taken together shall be deemed to be a full and complete contract between the parties. FOR THE PURCHASER: il-... (, I I q en Date II Galena Street 81611 .'"....'.TATE OF COLORADO , ss. ~, nty of Pitkin \'1" Acknowledged before me this { _ day of ( ,19_, by . Witness my hand and official seal. My Commission expires: 11_', ~ 0; "l~ Notary Publ ic Address SELLER(S): BiLL Tuite, Chairman pitkin County Board of county Commissioners pitkin County Courthouse 506 East Main Street, Aspen, CO 81611 Date STATE OF COLORADO SS. County of Pitkin Acknowledged before me this _____ day of .19_. by Witness my hand and official seal. My Commission expires: Notary Public .;,,' ~ Address ,- ir \~- EXHIBIT IIAII e, 0! \.'<",. (To be provided by Purchaser) -, '\(( , ;~,,~ ~.:, '"'" ,~- (