Resolution 2002-27 - Laserfiche WebLink

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pursuant to applicable state law, and which the Subdistrict introduces into the project system either directly or by exchange and which is deliverable to the Subdistrict through the project works. ARTICLE 2 - PURCHASE OF UNITS 2.1. Sale of Windy Gap Units. Superior shall sell to Louisville Six Units of Windy Gap Water, and Louisville agrees to purchase such Six Units, upon the terms and conditions of this Agreement. 2.2. Purchase Price. The total purchase price for said Units shall be Five Hundred and Fifty Thousand Dollars ($550,000.00) per Unit, for a total purchase price of Three Million Three Hundred Thousand Dollars ($3,300,000.00) ("Purchase Price"). The Purchase Price shall be payable by Louisville in cash, certified funds, or City check as follows: 2.2.1. Upon execution of this Agreement, One Hundred Thousand Dollars ($100,000) as Earnest Money deposit and part payment of the purchase price, payable to and held in escrow on behalf of Louisville and Superior, in an escrow account, subject to the terms and conditions of this Agreement and to escrow instructions mutually agreeable to Superior, Louisville and the escrow agent. 2.2.2. Three Million Two Hundred Thousand Dollars ($3,200,000.00) to be paid to Superior at closing. 2.3. Assessments/Security. Upon closing, Louisville shall be solely responsible for all of Superior's continuing obligations for the payment of those assessments due and owing on the Six Units of Windy Gap Water. Superior represents that the 2002 debt assessment for the Six Units has been paid; therefore, Louisville's obligation for such debt assessment shall commence with the 2003 assessment. As security for such obligation, Louisville shall cause to be issued for the benefit of Superior a guarantee (the "Guarantee") in the form of an annual, irrevocable, standby letter of credit in the amount estimated to equal one year of Superior's continuing annual assessments for the Six Units of Windy Gap Units transferred to Louisville, which letter of credit shall be renewable annually (the "Letter of Credit"), or Louisville shall deposit one year of such estimated annual assessments into escrow, which shall be payable to the Subdistrict in the event of a default by Louisville. The form and substance of the Guarantee shall be acceptable to all of the parties-in- interest including, if necessary, the Subdistrict. The Town of Estes Park and the Town of Superior shall have the right to require payment of the Guarantee to the Subdistrict in the event of a default by Louisville, and for such purpose shall be designated as third party beneficiaries of the Guarantee. All interest and any other investment income earned on funds pledged as the Guarantee escrow funds shall accrue to Louisville. Louisville shall pay all escrow fees.