HomeMy WebLinkAboutordinance.council.015-83 RECORD OF PROCEEDINGS 100 Leaves
ORDINANCE NO. 15
(SERIES OF 1983)
AN ORDINANCE APPROVING THE ACQUISITION BY THE CITY OF ASPEN OF
THAT PROPERTY LOCATED WITHIN THE CITY OF ASPEN, COUNTY OF PITKIN,
COMMONLY KNOWN AS THE "MAROLT RANCH" IN ACCORDANCE WITH THE
PROPOSED PURCHASE AND SALE AGREEMENT ANNEXED AS EXHIBIT "A", THE
TERMS OF WHICH ACQUISITION ~NCLUDE:
1. A RESERVATION OF A LICENSE TO OPAL F~AROLT TO OCCUPY THE
MAROLT HOMESTEAD FOR A PERIOD OF THREE YEARS;
2. CONVEYANCE TO THE CITY OF APPROXIMATELY 25.5 ACRES;
3. REPROCESSING OF THE MAROLT RANCH PUD/SPA THROUGH THE
SUBDIVISION PROCESS OF THE CITY OF ASPEN TO ACCOMPLISH THE CONVEY-
ANCE:
4. COMPENSATION TO THE OWNERS OF APPROXIMATELY $2.1 MILLION
TO BE PAID AS FOLLOWS:
a. $10,000 UPON THE EXECUTION OF THE PURCHASE AND SALE
AGREEMENT;
b. $1,790,000 AT CLOSING:
c. EXECUTION AT CLOSING OF A NON-ASSUMABLE PROMISSORY
NOTE IN THE PRINCIPAL AMOUNT OF THREE HUNDRED
THOUSAND DOLLARS ($300,000) WITH INTEREST AT THE
RATE OF 12% PER ANNUM PAYABLE IN QUARTERLY ANNUAL
INTEREST-ONLY PAYMENTS OF $9,000 FOR A PERIOD OF
FIVE (5) YEARS FROM THE DATE OF CLOSING AT THE END
OF WHICH PERIOD THE ENTIRE BALANCE SHALL BE DUE AND
PAYABLE;
AND AUTHORIZING BOTH THE MAYOR AND THE CITY MANAGER TO EXECUTE ON
BEHALF OF THE CITY OF ASPEN SUCH DOCUMENTS AS ARE NECESSARY TO
CONSUMMATE THE ACQUISITION
WHEREAS, pursuant to a PUD and Subdivision Agreement dated
September 10, 1981, the City of Aspen and Marolt Associates, a
Colorado General Partnership, as Owner, entered into a PUD and
Subdivision Agreement concerning the development of that real pro-
perty consisting of approximately 35.25 acres located within the
City of Aspen, County of Pitkin, State of Colorado, commonly known
as the "Marolt Ranch" and more specifically described in the
aforesaid agreement, which is recorded at Book 413 Page 980 in the
office of the Pitkin County Clerk and Recorder, and
RECORD OF PROCEEDINGS 100 Leaves
WHEREAS, in the course of discussions with attorneys repre-
senting the owners of the Marolt Ranch Property, the City Manager
has been advised that the City of Aspen may be able to acquire by
purchase approximately 25.5 acres of the Marolt Ranch Property, on
the terms and conditions set forth in the proposed Purchase and
Sale Agreement annexed hereto and incorporated herein as Exhibit
"A", among which are the following:
1. A reservation of a license to Opal Marolt to occupy the
Marolt Homestead for a period of three (3) years;
2. Purchase by the City of approximately 25.5 acres of the
Marolt Ranch;
3. Reprocessing of the Marolt Ranch PUD/SPA through the
subdivision process of the City of Aspen to accomplish the convey-
ance;
4. Compensation to the owners of approximately $2.3
million, to be paid as follows:
a. $10,000 upon the execution of the purchase and sale
agreement;
b. $1,790,000 at closing;
c. Execution at closing of a non-assumable promissory
note in the principal amount of Three Hundred Thousand Dollars
($300,000) with interest at the rate of 12% per annum payable in
quarterly annual interest-only payments of $9,000 for a period of
five (5) years from the date of closing at the end of which period
the entire balance shall be'due and payable.
WHEREAS, the City Council deems it to be in the best interest
of the City of Aspen to acquire the Marolt Ranch Parcel in accord-
ance with the Purchase and Sale Agreement annexed hereto as Exhi-
bit "A" and desires to approve such acquisition and authorize both
the Mayor and the City Manager to execute on behalf of the City of
RECORD OF PROCEEDINGS 100 Leaves
Aspen said Purchase and Sale Agreement, as well as such other
documents as may be necessary to consummate the acquisition; and
WHEREAS, the City Council acknowledges that the Marolt Ranch
has been previously valued at $4 million by the City for unrelated
purposes and that a contract currently exists for the sale of the
Ranch for an amount in excess of $4 million to Moore-Myers & Asso-
ciates. The sale contemplated herein is acknowledged to be a bar-
gain sale by the parties and the Seller has agreed to comply with
this contract and transfer the Property to the Buyer irrespective
of the lower offering price and the knowledge that it is engaged
in a bargain sale.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE
CITY OF ASPEN, COLORADO:
Section 1
That the City Council does hereby approve the acquisition of
the Marolt Ranch Property in accordance with the terms of the Pur-
chase and Sale Agreement annexed hereto and incorporated herein as
Exhibit "A" and does hereby authorize and direct either the Mayor
or the City Manager to execute said agreement on behalf of the
City of Aspen, as well as such other documents as may be necessary
to consummate the acquisition upon approval as to form by the City
Attorney.
Section 2
If any section~ subsection, sentence, clause, phrase or
portion of this ordinance is for any reason held invalid or
unconstitutional by any court of competent jurisdiction, such
portion shall be deemed a separate, distinct and independent
provision and such holding shall not affect the validity of the
remaining portions thereof.
RECORD OF PROCEEDINGS 100 Leaves
Section 3
A public hearing on the ordinance shall be held on the ~~---
day of ~/~ , 1983, at 5:00 P.M. in
the City Council Chambers, Aspen City Hall, Aspen, Colorado.
INTRODUCED, READ AND ORDERED published as provided by law by
the City Council of the City of Aspen on the /,/~. day of
, 1983.
: Herman
ATTEST:
Kathryn S~och, City Clerk
FINALLY~ adopted, passed and approved on this ~---~ day of
, 1983.
: Herman Edel,
ATTEST:
~athryn-'SffKoch, Ci y e
VACANT LAND ONLY
SPECIFIC PERFORMANCE CONTRACT
(VACANT LAND)
Aprl 1 83
~SCEIYEDF~OM The__~j_~y o~f__A_~p_en, witb~ ri~%~s~
~reha~er ~m~n~ the sum orS. ] ~; ~,~e~ ob
to be held by ~e~
as earnest money and part payment for the following described real estate situate in the ~.-~0~
Countyof P~ ,Colorado. tow/t: A portio~ of the Marolt Ranch (see Exhibit A)
the exac~ 3ega~ description for which uJ3] be prepared and attached hereto
within 45 days of ~he da~e of execu¢~on of th~s Agreement, ~h~ch ~egal
description will be mutually acceptable to the Purch~se~ and Seller.
with all easements and rights of way appurtenant thereto, which property purchaser agrees co buy upon the
followln~terms and conditions for the purchase price of $ 2_~100..~_~00. O0 ' ., payable as follows:
herebyreceiptedfor,$ 2,090~000.00_j~ayable as more particularly set forth Tn Exhibit A
~rioetoi:c]ude: In conjunction with the sale of the property, the Sellers wi33
all development rights including plat approval and Growth Nanagement Plan approvals
or exempt3ons related ~o the subd3vlslon plat approval 3ssued on or about
September 8, 1981.
] A~3~%~Op~t ~ff~o~a~: o~current commitment for title insurance policy in an
amount equal to the purchase price, at seller's o~expense, shall be furnished the purchaser on or before
wit[ deliver the title {~s~ra~~$er after elosln~ a~d pay the prem lu m thereon.
2. Title shall be merchantable in the seller, except as stated in this paragraph and in paragraph 8. Subject to
payment or tender as above provided and compliance with the other terms and conditions hereunder by purchaser,
the~ller shall ~xeeut~and deliver agood and sufficient ~ ...... warranty deed to said purchaser
~ .fib S T~O~ ~ ~fi'~ T a t free
on ~-~eement , *~---ror, by mutual agreement, at an earlier date, conveying said prop r y
and clear of all taxes, except the general taxes for 19~ payable January 1, 19~ and except ~0~~
exce~.o~ ;
free and ~[ear of ail ]iens for special improvements now ins~a[[ed, whether assessed or not: free and c}ear of ail ]~ens
andencumbrancesexcep~: Those of record,
andexcepteasements ~r: Those of record, and the easements described in the legal
description allowing reasonable access to the portions of the Ranch not conveyed
under this Agreement
andsubjeettobuildingandzoningregulatlonsandthefollowingrestrictivecovenants: Those of record
4. The hour and place of closing shall be as designated~y Se]_l~_E_~i_tb_._P?_ hc__~$_e~zLs_.~oval.
-- 5. Possessionofpremisesshallbedeliveredtopurchaseron aace OT c/oslng
subSect to the following leases or tenancies: None.
6. In the event the premtses are substantially damaged by fire, flood or other casualty between the date of this
agreement anti. the date of possession er the date of delivery of deed. whichever shall be earlier, this agreement may,
at the option of the purchaser herein, be declared null and void and any deposit he_rein_ re?de_ .shrill ~e~ I.'mmediately
returned to purchaser,
7. Time is of the essence hereof, and if any payment or any other condition hereof iz not made~ tendered or
performed by either the se}let or purchaser as herein provided, then this contract, at the option of the par~y who is
not.in defauR, may be terminated by such par~y, in which case the non-defaulting party may r~o~er such damages
may be proper. In the event of such default by the seller, and the purchaser elects to treat the contract as terminated.
th&~ all p~yments made hereon shall be returned to the purchaser. In the event Of such default by the purchaser, and
the seller elects ~o trea~ the contr~c~ as terminated, then all payments made hereunder shall be forfeited and
retained on behalf of the seller. In the event, however, the non-defaulting par~y elects to treat this contract as being
in ful] force and effect, the non-defaulting p~rsy shall have the right to an action for specific performance and
dama~s.
8. Except as stat~ in paragraph 2; if title is not merchantable and written notice of defect(s) is given by the
purchaser or purchaser's agent to the seller or seller's agen~ within the time herein provided for delivery of deed and
shall not be rendered merchantable within 30 days after such written notice, then ~his contract, ar purchaser's option.
shall be void and of no effect and each par~y hereto shall be released from all obligations hereunder and the payments
made hereunder shall be returned forthwith ~o purchaser upon re~urn of the abstract, if any. to seller; provided,
however, that in l~eu of correcting such de fect(s)~ seller may. within said 30 days, obtain
insurance policy in the amount of the purchase price reflectingtitle insu:nce protection in regard to such defect(s).
and the purchaser shall have the option of accepting t~ then existing insured title in lleu of such merchantable ~itle.
The seller ah'all pay the full ~emium f~ such ~ner s$~tle insurance policy, and the abstract, if ~ny, shall b~ returned
bythe purchaser.
--~:"md~it~o~grov~-See ~ttach~nt'labeled Exhibit A and incorporated herein by
reference.-
~ fO..If ~is ~roposal is accepted by the seller in writing on or before April 25 ,
f~strument sh~ll become a contract~ between seller' and purchaser and shall ~nure to the benefit of the heirs.
suCCessors and assi~s of such parties.
THE CITY OF ASPEN, a body corporate
~ ~ T~" ~ ~.~iL ~ '~ _~.~-~ .................................................
tt ~ a oriz si g~atoryw~. '
Seller accepts the above proposal th~s ' ~ ay of
to~F~~-''~t~~~v~r~sff~, and agrees that, in the event of
forfeiture of payments made by purchaser, such payments shal] be~wg~e~ek
-There are no real estate brokers involved in this transaction. Seller represents to*
~ROLT' ASSOCIATES ~-
By: By:
*Purchasers ~hat the within-contemplated sale of Lot 19 is not the subject of any
operative realtor's or real estate broker's sales listing and/or commission agreement.
Seller agrees to indemnify the Purchasers against the payment of any such commission[s)
or ether costs (including reasonable attorneys fees) ~n connection with a claim for
s~ch commission(s) from a real estate broker or salesperson.
Exhibit~A
9.(a) $1,790,000.00 payable in eash or eertified funds upon delivery of deed.
For the balance of the purchase price, Purchaser shaU execute its non-assumable
Note secured by a First Deed of Trust in favor of Seller in the principal amount of
$300,000.00 with interest at the rate of twelve percent (12%) per annum. Said Note
payable in quarterly annual interest only payments of $9,000.00 (interest in
arrears); provided however that the entire principal balance together with any
accrued and unpaid interest shall be due and payable five years from execution of
said Note and Deed of Trust. Said Note and the indebtedness secured by the Deed
of Trust shall not be assumable by any individual, organization or other legal
entity. Said Note and Deed of Trust shall be prepared by Seller's attorney and shall
be of the type typically used in Colorado.
9.(b) With respect to growing crops including grasses and other grazing
material, the Purchaser and Seller agree that the Seller shall retain ownership
through December 31, 1982 and shall hold a license to enter upon the Property and
remove such growing crops themselves or through agents and further that Seller
shall have the sole right to put animals upon the Property for g~'azing which
exclusive license shall expire'December 31, 1983.
9.(e) Purchaser's performances under this Contract are expressly contingent
u~on Selier's full. compliance with the subdivision regulations of the City of Aspen
within ninety (90) days after execution of this Contract. In the event Seller fails to
satisfy this condition within the period set forth in this paragraph, the Purchaser
shall be relieved from performances required of it by this Contract and all monies
hereby receipted for returned forthwith to Purchaser.
9.(d) Reference is made to a certain lawsuit currently pending in the
District Court for the County of Pit{dh, State of Colorado, No. 81-C¥-221,
captioned as Aspen Growth Management, et al, v. City of Aspen, et al. That suit
challenges on various grounds the existing final plat issued on or about September 8,
1981. The performance of the parties under this Contract is contingent upon the
resolution of that lawsuit to the mutual satisfaction of the Purchaser and Seller.
This contingency shall expire 45 days from the date of execution of this Contract.
9.(e) The parties acknowledge that the Marolt Ranch has been previously
valued at $4 million by the City for unrelated purposes and that a contract
eurrently exists for the sale of the Ranch for an amount in excess of $4 million to
Moore-Myers & Associates. The sale contemplated herein is acknowledged to be a
bargain sale by the parties. The Seller hereby covenants to comply with this
Contract and transfer the Property to the Purchaser irrespective of the lower
offering price and with the knowledge that it is engaged in a bargain sale.
9.(f) At the time of delivery of deed to Purchaser, the parties will execute
and deliver mutual releases, releasing each other from liability for all controversies
arising out of the disputed subdivision plat approval undertaken with respect to the
Property during 1981 and all matters arising therefrom.
9.(g) The Seller's obligation to deliver title to Purchaser, as contemplated
herein, is expressly contingent upon it being released from its obligations under that
certain contract described in 9.(e). In the event Seller is unable to be released from
-I-
its obligations under said Contract, it will be relieved from its obligations under
this Contract and this Contract shall be null and void of no further effect at law or
equity.
9.(h) The Purchaser shall, on or before thirty (30) days from date of
execution of this Contraet, provide Seller with a written resolution duly proposed
by Purchaser's governing body authorizing the purchase of the Property upon the
terms and conditions set forth herein and further authorizing the signatories hereto
to exeeute this Contract and all other documents necessary to effectuate the
transfer of title to the Property to the Purchaser.
9.(i) Notwithstanding all other provisions in this Contract and Exhibit A,
Opal Marolt shall have the exclusive right and license to occupy the three acres
delineated on the Legal Description referenced on page one of this Contract until
three years from date of delivery of Deed to the Purchaser. This license is given to
0~] Marolt for the sole purpose of inducement of the Seller to enter into this
Contract and therefore during her period of occupancy, Opal Marolt shall pay all
-gas, eleetrieity and other utilities used solely by her and no other charges~
RECORD OF PROCEEDINGS 100 Leaves
STATE OF COLORADO )
) ss CERTIFICATE
COUNTY OF PITKIN )
I, Kathryn S. Koch, City Clerk of Aspen, Colorado, do
hereby certify that the above and foregoing ordinance was
introduced,_ read in full, and passed o~~~f
reading at a regular meeting of the City the
City of Aspen on ~ .// , 19 ~ , and published
in the Aspen Times a weekly newspaper of g~neral circulation
published in the City of Aspen, Colorado, in its issue of
~ /~ , 19 ~ , and was finally adopted
and approved at a regular meeting of the City Council on
~ ~__...~. , 19 ~3 , and,~ordered published as
provided by law.
IN WITNESS WHEREOF, I have hereunto set mY hand and
the seal of said City of Aspen, Colorado this ~.~'~ _ day
SEAL
Deputy City Clerk