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RESOLUTION NO. (,;,1-
Series of 1995
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ASPEN, COLORADO,
APPROVING AN OFFER TO THE ASPEN SCHOOL DISTRICT TO PURCHASE THE
YELLOW BRICK SCHOOL BUILDING.
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 Yellow Brick School Building
situated in the City of Aspen upon certain terms and conditions; and
WHEREAS, the Aspen School District Board has indicated its desire to sell the Yellow
Brick School Building to the City of Aspen.
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" and to tender
the offer to the Aspen School District Board no later than noon on September 26, 1995. The
City Manager is further authorized to execute such additional documents as may be required to
consummate the proposed transaction; provided, however, that the Aspen School District Board
accepts the offer in writing and the City Manager receives an executed counterpart of the
Contract to Buy and Sell Real Estate on or before 5:00 p.m. on September 28, 1995.
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INTRODUCED, READ AND ADOPTED by the City Council of the City of Aspen on
the 2'5 day of ,,~wu , 1995.
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000 S. Bennett, Mayor
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.
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ASPEN
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October 2, 1995
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HAND DELIVERY
John P. Worcester, City Attorney
The City of Aspen
130 South Galena Street
Aspen, CO 81611
Re: Yellow Brick Building -- Contract to Buy and Sell Real Estate (the "Contract")
Dear John:
Accompanying this letter are the duplicate originals of the Contract which was
formally approved by the School Board at its last meeting on September 26th.
Please note that line 2 of paragraph 3 states that a cash payment of $1,320,000 is to
be paid, but the word "twenty" is omitted from the description of the purchase price in
words. I have inserted the word "twenty" and have initialed this addition -- please have
Amy Margerum do the same and return one of the two enclosed copies of the Contract to
me.
This letter shall serve to acknowledge the clarification of the City's obligation with
respect to paragraphs 3(b) and 3(e) of the Contract. Members of the School Board expressed
concern with the "caps" set on the City's obligations under these two paragraphs.
Specifically, their concern relates to having the School District expend substantial sums to
either complete the playing fields or provide water service to the fields. Consequently, it is
the Board's request that the School District be involved in the decision making process
relating to the planning of the fields, the irrigation system to be installed, etc. as well as have
the opportunity to review information developed by the City relating to these two matters.
Please confirm by letter that this arrangement is acceptable to the City.
I have ordered the title insurance commitment and should have it to you shortly
together with the title exception documents.
Very truly yours,
~dt, President
Aspen School Board
CTBlpal
Enclosure
cc: Members, Aspen School Board
Tom Farrell
POST OFFICE BOX 300 . ASPEN, COLORADO 81612
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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 and home rule city, hereinafter referred to as the
"Purchaser", and Aspen School District No.1, previously known as School District No. land
the Pitkin County School Board, hereinafter referred to as the "Seller".
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WITNESSETH, that whereas the Seller wishes to sell the parcel of land and building
commonly referred to as the Yellow Brick School Building in Aspen, Colorado,. hereinafter
referred to as the "Property"; and
WHEREAS, Purchaser desires to buy said Property and retain it for day care, education,
and other community uses.
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:
Lots A, B, C, D, E, F, G, H, 1, K, L, M, N, Q, R, and S
of Block 57
CITY AND TOWNSITE OF ASPEN.
County of Pitkin, State of Colorado.
2. INCLUSIONS. The purchase price includes the following items: (a) if attached
to the Property on the date of this contract: lighting, heating, plumbing, ventilating, and air
conditioning fixtures, TV antennas, water softeners, smokelfirelburglar alarms, security devices,
inside telephone wiring and connecting blocks/jacks, plants, mirrors, floor coverings, intercom
systems, built in kitchen appliances, and sprinkler systems and controls; and (b) if 01). the
Property whether attached or not on the date of this contract: storm doors and windows, window
and porch shades, awnings, blinds, screens, curtain rods, drapery rods, heating stoves, all keys,
telephones, fire extinguishers, clocks, basketball backboards, laboratory equipment and fixtures,
lockers, and any other similar property. The above described items (Inclusions) are to be
conveyed to Purchaser by Seller by bill of sale at the closing, free and clear of all taxes, liens
and encumbrances, in an "as is" condition.
3. CONSIDERATION. The total purchase price for the property shall be Three
Million One Hundred Twenty Three Thousand Seven Hundred Fi~ Dog~s ($3,123,750.00),c. 6
payable in the following mann~r: (a) One Million Three Hund.re<\fhciJisa~d U.S. Dollars . ~
($1,320,000.00) m cash or certifIed funds at closmg; (b) a promISSory note m the amount of /;I~
$200,000.00 in a form substantially similar to the document appended hereto as Exhibit "A"; l}J'I
and (c) the value of the consideration of the conditions set forth in this contract which the parties
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agree to be as follows: (i) conveyance of a perpetual use to Seller in the athletic fields as set
forth at paragraph 3(d), below; (ii) water irrigation services as described at paragraph 3(e)
below; (iii) construction of athletic fields as described at paragraph 3(b) below; (iv) maintenance
of the athletic fields for a ten (10) year period as set forth at paragraph 3(c); (v) Seller's ability
to share in profits should the Property be resold within 15 years of the date of closing as
described at paragraph 17, below; (vi) the use and management agreement between Purchaser
and Seller as described at paragraph 3(d), below; and (vii) Seller not having to payJl. real estate
brokerage fee in connection with this transaction. """.
The parties agree that the following conditions are, individually and collectively, essential
considerations of this contract and the failure of anyone condition, in whole or in part, shall
constitute grounds for termination of the contract or rescission of the contract if it has already
proceeded to closing:
a) Prior to the date of closing, Purchaser shall have purchased from the James E.
Moore Family Limited Partnership a portion of the meadow area designated as
ball fields and running track in the Moore Family. PUD application currently
pending before the Pitkin County Board of County Commissioners consisting of
approximately 16 acres. (Said purchase shall be evidenced by a warranty deed).
Seller understands that the purchase of this land is contingent upon the Pitkin
County Open Space Board agreeing to financially contribute towards the purchase
price of the land and upon approval by the Pitkin County Board of County
Commissioners of the above referenced PUD application.
b)
Purchaser agrees to construct on the property described at paragraph 3(a), above,
subject to approval by the Pitkin County Board of County Commissioners, two
(2) soccer fields and a baseball/softball diamond as soon as practical but no later
than two (2) years of the date of closing. The parties understand that construction
of the athletic fields will be most practical when the Moore property is under
construction following development approval by Pitkin County.
c) Purchaser agrees to maintain to City of Aspen standards the recreational fields
described a paragraph 3(b), above, for a period of ten (10) years. Following the
initial ten year period, the parties agree to proportionately share according to use
in the costs of maintaining the recreational fields, including the cost of providing
water for irrigation.
d) Prior to closing Purchaser and Seller shall enter into a mutually satisfactory joint
use and management agreement for the perpetual use by Seller and Purchaser of
the athletic fields described at paragraph 3(b), above. Purchaser and Seller.shall
mutually agree on the design of the soccer fields, baseballlsoftball diamond and
appropriate supporting facilities prior to their design and construction.
e)
Purchaser agrees to pay all initial capital costs and fees associated with providing
water irrigation services to the property described at paragraph 3(a), above.
t)
Purchaser shall, at closing, execute a perpetual use agreement mutually agreed to
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by the parties in accordance with paragraph 3(d), above.
g)
Seller shall, at closing, execute a quit claim deed conveying to Purchaser Seller's
interest to Lots 0 and P, Block 57, in the City and Townsite of Aspen, Pitkin
County, Colorado.
h)
Prior to closing, Seller shall obtain a written agreement, satisfactOJY to Seller,
between Seller and the James E. Moore Family Limited Partnershi15 relating to
the partnership's commitments to Seller to provide employee housing units for
Seller, to convey a 2 acre parking area and access roadway to Seller upon terms
and conditions to be negotiated between Seller and the partnership, and to make
certain improvements to Seller's Maroon Creek campus as represented in the
partnership's PUD application currently pending before the Pitkin County Board
of County Commissioners and the Aspen City Council as part of its application
for a Water Service Agreement and the City Council's determination of
compliance with Purchaser's city water policies.
i) Prior to closing, Purchaser shall obtain title from Pitkin County to Lots 0 and P,
Block 57, in the City and Townsite of Aspen, Colorado.
4. 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 Purchaser, with all standard exceptions concerning liens for labor, service, or
materials not of record and concerning details reflected by survey and inspection of the Property
deleted, and in an amount equal to the purchase price, together with any copies of all
instruments listed in the schedule of exceptions of said title insurance commitment on or before
thirty (30) days prior to the date set for closing at paragraph 9 herein. The title insurance
commitment, together with any copies of instruments furnished pursuant to this paragraph 4,
shall constitute the title documents.
5. TITLE DUE DILIGENCE. MERCHANTABLE TITLE AND CURE' OF
DEFECTS. For the ten (10) business day period next succeeding delivery to Purchaser oftitle
insurance commitment (the "Title Due Diligence Period"), Purchaser shall have the right to
object, on grounds of merchantability, to the condition of Seller's title as reflected in the'title
insurance commitment. If Purchaser so objects to the condition of Seller's title, and if Seller
declines to cure or attempt to cure that which Purchaser deems objectionable, then at Purchaser's
option, this Contract shall be null and void and of no further force and effect, each party shall
be released from all obligations hereunder, and all payments and things of value received
hereunder shall be returned forthwith to Purchaser. If Purchaser fails to object by 5:00 o'clock
p.m. of the last day of the Title Due Diligence Period, or declines to exercise its option to
terminate, then the condition of Seller's title as reflected on the title insurance commitment Shall
be deemed acceptable for all purposes under this Contract. If, however, by reason of title
conditions first appearing or arising after the Title Due Diligence Period Seller's title is not J
merchantable in Purchaser's reasonable discretion, and written notice of defect(s) is given by
Purchaser to Seller or Seller's agent on or before the date of closing, Seller shall use reasonable
efforts to correct such subsequently appearing or arising conditions prior to the date of closing.
If Seller is unable to correct such defect(s) on or before the date of closing, at Purchaser's option
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and upon written notice to Seller or Seller's agent on or before the date of closing, the date of
closing shall be extended thirty (30) days for the purpose of correcting said defect(s). If title is
not rendered merchantable by the extended date of closing, in Purchaser's sole discretion, then
at Purchasers' option, this Contract shall be null, void and of no further force and effect, each
party hereto shall be released from all obligations hereunder, and all payments and things of
value received hereunder shall be returned forthwith to Purchaser.
6. CONDITION OF AND DAMAGE TO PROPERTY. The Property a1ifi Inclusions
shall be conveyed in their present "as is" condition, ordinary wear and tear excepted. In the
event the Property shall ,be damaged by fire or other casualty before the date of closing,
Purchaser shall be entitled to a credit for all the insurance proceeds paid to Seller resulting from
such damage to the Property and Inclusions, not exceeding, however, the total purchase price.
Should any Inclusions fail or be damaged between the date of this contract and the date of
closing, then Seller shall be liable for the repair or replacement of such Inclusions with units of
similar size, age and quality, or an equivalent credit, less any insurance proceeds received by
Purchaser covering such repair or replacement.
7. COVENANTS. REPRESENTATIONS ANDW ARRANTIES OF SELLER. Seller
hereby covenants, represents and warrants to Purchaser the following, all of which shall be Hue,
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 delivered
pursuant thereto.
(b) No Liabilities. Excepting that certain lease agreement between Seller and the Early
Learning Center, lnc, dated March 20, 1995, 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 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
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 body 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 for, the
generation, transportation, treatment, storage or disposal of any hazardous substance or
environmental pollutant(s). Seller hereby discloses that asbestos or asbestos products are present
in the building as described in that 'Certain report entitled "Inspection Report and Management
Plan" written by Asbestos Consulting Service and which Purchaser has had an opportunity to
review.
(e) No Notice of Violation. Seller has no knowledge of and has received no notice of any
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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.
(1) No Conflict. To the best of Seller's knowledge, the execution and delivery of this
Contract and the documents required hereunder, and the consummation 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 Property; (2) result in the ill:s:ach 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 bound or
affected; (3) permit any party to terminate any such agreement or instrument or to accelerate the
maturity of any indebtedness or other obligation of the Seller; or (4) 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 cOllilection with this transaction 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 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.
(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, Ilormal 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;
(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; and
(iv) Shall continue to fulfill its obligations under that certain Lease Agreement
between Seller and the Early Learning Center, Inc., dated March 20, 1995.
(i) No Other Contract. There are no other contracts or agreements, oral or written, which
affect the Property which will survive closing, except as disclosed in the title insurance policy
as provided Purchaser pursuant to paragraph 4 above, and that certain Lease Agreement between
Seller and the Early Learning Center, Inc., dated March 20, 1995.
8. INSPECTION. Seller hereby extends to Purchaser and/or its agents or
representatives the right to full and free access to the Property upon reas/mable notice to Seller
during reasonable hours to make investigation and inspection of the premises. 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 Contract. Purchaser agrees to
indemnify, defend and hold Seller harmless against any mechanic's lien or other claims or
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demands that may 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 injury or damage to the
Property proximately caused by Purchaser's inspection. The right of inspection set forth herein
shall be exercised by Purchaser within thirty (30) days of the effective date of this contract.
9. DATE OF CLOSING. Subject to the conditions as previously set fbrth
hereinabove, closing shall take place in Aspen, Colorado, at as mutually agreeaQle date, hour
and place, but in no event later than ten (IO) days following the satisfaction of all tIre conditions
set forth at paragraph 3, above.
IO. 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 good and sufficient general warranty deed at closing conveying fee 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; and free and clear of all liens and encumbrances except those disclosed by the
title commitment which do not, in Purchaser's reasonable discretion, render title
unmerchantable. Within a reasonable period of time not to exceed ninety (90) days, Seller agrees
to pay full costs and premiums for, and deliver to Purchaser, a fully executed title insurance
policy consistent with the title insurance commitment referenced in paragraph four and the terms
and conditions of paragraph five of this Contract.
11. 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.
12. ALLOCA nON 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.
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.
13. 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., .
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(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.
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14. POSSESSION. Possession of the Property shall be delivered to Purchaser on 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. Possession shall be subject to that certain Lease Agreement between Seller and the
Early Learning Center, Inc, dated March 20, 1995.
15. TIME OF ESSENCE/DEFAULT/REMEDIES. Time is of the esserlEe hereof. If
any note or check received or any other payment due hereunder is not paid, honored or tendered
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
Contract as canceled, in which case all payments and things of value paid hereunder shall be
forfeited 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 herein notwithstanding, in the event of any litigation
arising out of this Contract, the court may award to the prevailing party its reasonable costs and
expenses, including attorneys and expert witness fees.
16. SURVIVAL 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 be deemed to be perpetual in nature and shall
survive the closing.
17. RESALE OF PROPERTY. In the event that Purchaser re-sells any portion of
Property within fifteen (15) years of the date of closing, Purchaser shall share equally with
Seller any net profit realized from such a re-sale. The amouni of net profit realized from any
re-sale shall be calculated by subtracting from the re-sale price (a) the total value of the
consideration as set forth at paragraph 3, above, if the entire property is re-sold or a
proportional amount of the total purchase price if a portion of the property is sold; (b) all capital
expenses incurred by Purchaser to improve, develop, operate, and maintain the Property if the
entire property is re-sold or a proportional amount of said capital expenses if a portion of the
property is re-sold; (c) all finance costs incurred by Purchaser including bond issuance. and
finance charges if the entire property is rel.sold or a proportional amount of said costs! if a
portion of the property is re-sold; and, (d) all acquisition and re-sale expenses, including
brokerage fees, legal expenses, title commitment fees, etc. attributed to the re-sale.
18. ENTIRE AGREEMENT. This Contract constitutes the entire agreement between
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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.
19. COUNTERPARTS. This Contract may be executed in one or more counterparts,
each of which shall be deemed an original, but all of which together shall constitute.JJne and the
same instrument. ."",
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 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.
21. RECOMMENDATION OF LEGAL COUNSEL. By signing 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.
22. GOVERNING 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
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
this Contract 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 money payments, with any accrued interest, 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 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:
Aspen School District NO.1
c/o Charles T. Brandt, Esq.
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26. RECEIPT OF ACCEPTANCE/BINDING CONTRACT. If this offer is accepted
by Seller in writing, and Purchaser receives an executed counterpart hereof on or before 5: 00
p.m. on September 28, 1995, this instrument shall become and be deemed a binding Contract
between Purchaser and Seller, subject to the conditions set forth herein,
PURCHASER:
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CITY OF ASPEN
By ~!,~ 711r~
ATTESTED
By ~ ,d ~"-*
SELLER:
ASPEN SCHOOL DISTRICT NO.1:
BY~
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Date
ATTESTED
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PROMISSORY NOTE
$200,000.00
Aspen, Colorado
Date:
FOR VALUE RECEIVED, THE CITY OF ASPEN, a municipality incorporated in the
State of Colorado, 130 S. Galena Street, Aspen, Colordo 81611 ("Maker"), promises to pay to
the order of THE ASPEN SCHOOL DISTRICT NO.1, 0335 High School Road, Aspen,
Colorado 81611, ("Holder") the principal sum of TWO HUNDRED THOUSAND AND
NO/OOTHs DOLLARS ($200,000.00), together with interest at the rate of five percent (5 %) per
annum, payable at the above address or such other place as the Holder may designate, on or
before December 31, 1996.
Any payments received for application to this Note shall be applied first to the payment
of default interest at the rate specified below, and the balance applied in reduction of the
principal amount hereof.
If payment hereunder is not made when due as set forth above, the remaining unpaid
principal shall, at the option of Holder, immediately become due and payable in full. From and
after the date of such default the principal sum shall bear interest at the rate of seven and one-
half percent (7.5 %) per annum.
Maker shall have the option to prepay any or all of the principal amount due hereunder
without penalty at any time. Any partial prepayment shall be applied against the principal
amount outstanding and shall not postpone the due date of any subsequent payments.
The Maker of this Note hereby waives notice of demand, presentment of payment, notice
of nonpayment and protest, and any and all notice of whatever kind or nature, the exhaustion
of legal remedies herein, all exemptions and any homestead rights.
The terms, conditions and obligations under this Note cannot be changed, modified or
terminated except by a writing signed by the Maker and Holder hereunder. This Note shall be
construed according to the laws of the State of Colorado.
Any Notice to Maker relating to this Note shall be in writing and shall be given and be
effective upon (1) delivery personally to Maker or (2) mailing such notice by Certified Mail,
Return Receipt Requested, addressed to Maker at the address stated in the first paragraph of this
Note or to such other address as Maker may designate by notice to Holder. Any Notice to
Holder relating to this Note shall be in writing and shall be given and be effective upon'(l)
delivery' personally to Holder or (2) mailing such notice by Certified Mail, Return Receipt'
Requested, addressed to Holder at the address stated in the first paragraph of this Note or to
such other address as Holder may designate by notice to Maker.
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IN WITNESS WHEREOF, this Promissory Note is executed and delivered the day and
year first above written.
THE CITY OF ASPEN, a municipality
incorporated in the State of Colorado
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By:
Amy Margerum, City Manager
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2