Full Text
AGREEMENT BETWEEN CITY OF MOSCOW, IDAHO AND THE CS CHARITABLE TRUST I WHEREAS, City of Moscow, Idaho, a municipal corporation of the State of Idaho, has purchased the 1912 Moscow High School building, also known as the "Whitworth Building," which is located in the City of Moscow, State of Idaho, and which is on the National Register of Historic Places; and WHEREAS, it is one of the purposes of The CS Charitable Trust of Colorado Springs, Colorado to preserve and restore historic sites; and WHEREAS, The CS Charitable Trust desires to grant two million, one-hundred nine thousand, three hundred forty dollars 109,340) toward the preservation and restoration of said 1912 Moscow High SchoolfWhitworth Building, an historic site; and for services of a facilitator to assist in such preservation and restoration; and WHEREAS, City of Moscow desires to preserve, renovate and restore said Whitworth Building; and WHEREAS, City of Moscow, after being informed of a donation, agreed to purchase the 1912 Moscow High SchoolfWhitworth Building; and WHEREAS, City of Moscow has purchased the 1912 Moscow High SchoolfWhitworth Building. NOW, THEREFORE, in consideration of the mutual agreements hereinafter set forth, it is agreed between City of Moscow, Idaho a municipal corporation of the State of Idaho (the "City"), and The CS Charitable Trust (the "Trust"), as follows: A. The CS Charitable Trust agrees to grant two million, one hundred nine thousand, three hundred forty dollars ($2,109,340) to City of Moscow, Idaho for the following purposes and under the following conditions: 1. City shall provide a copy of City's deed showing that City has fee simple title to the 1912 Moscow High SchoolfWhitworth Building, and its grounds. 2. Trust shall, within thirty (30) days of execution of this Agreement, pay to City, one million dollars ($1,000,000) which shall be kept in a separate account of City. 3. City shall use the entire amount of this and any future grant of the Trust plus interest, for purposes associated with the preservation, renovation or restoration of said 1912 Moscow High School/Whitworth Building as City in its sole discretion shall determine and for no other purposes. ---PAGE BREAK--- 4. The Trust shall pay to City the sum of one hundred nine thousand, three hundred forty dollars ($109,340) within ten (10) days of the execution of this Agreement for the purpose of retaining the services of Tom Hudson Company to assist the City in facilitating the planning, renovation and fundraising for the 1912 Moscow High School/Whitworth Building. Such one hundred nine thousand, three hundred forty dollars ($109,340) shall be used exclusively to fund an agreement between City and Tom Hudson Company for such purposes. The Trust shall not be considered as a party to such an agreement. 5. The Trust shall pay to City up to an additional one million dollars ($1,000,000) to be used for the same purposes as stated in Paragraph A.3 above, in increments of one-hundred thousand dollars ($100,000) upon evidence that City has raised in cash and bona fide pledges an amount equivalent to each one-hundred thousand dollars ($100,000) within thirty-six (36) months of the receipt of the one million dollars ($1,000,000) grant under Paragraph A.2 hereof. 6. If, within thirty-six (36) months from City's receipt from the Trust of the first one million dollars ($1,000,000) in Paragraph A.2 above, to the extent that matching funds and pledges have not been received by City, then any unspent funds received by City from the Trust shall be returned to the Trust and this Agreement shall terminate. B. City Agrees That: 1. City will supply any operational funding needed, such as insurance, tax payments (if any), utility expenses and regular ongoing expenses for the life of the project and agrees that the Trust funds shall be used only for such preservation, renovation, and restoration of the Moscow High School/Whitworth Building. 2. City will provide the Trust with an accounting of its expenditures from the first one million dollars ($1,000,000) grant in Paragraph A.2 above, at least annually from the date of its receipt of said grant. 3. If construction necessary for the preservation, renovation and restoration of the 1912 Moscow High School/Whitworth Building is not initiated by City within forty-two (42) months from the date of City's receipt of monies from the first one million dollars ($1,000,000) in Paragraph A.2 above, all funds received by City from the Trust shall be returned to the Trust, less any funds previously expended by City in preparation for such preservation, renovation and restoration, and City shall provide to the Trust an accounting of such expenditures and this Agreement shall terminate. 2 ---PAGE BREAK--- THIS AGREEMENT shall be binding upon the parties hereto and their successors and assigns and shall not be affected by the disability or death of the grantor of the Trust. F. Myrs, City Clerk Whitworth\ C5 Charitable Trust.doc-cb City of Moscow, Idaho a municipal corporation State of Idaho 3