HomeMy WebLinkAbout1979-39 Approving and Authorizing the Execution and Performance of an Agreement of Amendment to a Building and Property Lease/Purchase Agreement and Authorizing Compliance and All Action Required in Conjunction Therewith~•
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ORDINANCE NO.
Series of 1979
AN ORDINANCE APPROVING AND AUTHORIZING THE
EXECUTION AND PERFORMANCE OF AN AGREEMENT
OF AMENDMENT TO A BUILDING AND PROPERTY
LEASE/PURCHASE AGREEMENT AND AUTHORIZING
COMPLIANCE AND ALL ACTION REQUIRED IN CON-
~UNCTION THEREWITH.
WHEREAS, the Charter of The Town of Vail, Colorado (a
"Municipality") has been adopted providing that the Municipality
shall have all powers of self-government and home rule and all
powers passible under the Constitution and laws of the State
of Colorado and may exercise all municipal powers, functions,
rights and privileges of every nature whatsoever; and
WHEREAS, the governing body of any municipality in the
State of Colorado is authorized to provide for the payment of
rentals with respect to any long-term rental or leasehold agree-
ment from a general levy imposed upon personal and real property
included within its boundaries and from other available sources
of municipal income; and
WHEREAS, by its Ordinance No. 21, Series of 1978, the
Town Council of the Dunicipality has authorized, approved and
directed the execution of that certain Building and Property
Lease/Purchase Agreement dated as of July 1, 1978 (the "Lease"),
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and entered into by and between the Municipality and Boettcher
& Company, of Denver, Colorado and has further authorized, approved
and directed the execution of certain documents, instruments and
conveyances set forth in said Ordinance No. 21, Series of 1978;
and
WHEREAS, by that certain Assignment of Real Estate Purchase
Agreement, Building and Property Lease/Purchase Agreement and
Escrow Agreement Without Recourse dated as of July 20, ~~-79
(the "Assignment") and entered into by and between Boettcher &
Company of Denver, Colorado ("Boettcher") and The Allstate
Insurance Company, a corporation duly organized, existing and
in good standing under and by virtue of the laws of the State
of Illinois ("Allstate") the Lease has been sold, assigned and
transferred and sent over by Boettcher to Allstate, and its
successors and assigns, without recourse as to the financial
ability of the Municipality to make payments thereunder, as
well as certain other documents, instruments and conveyances
set forth in the Assignment; and
WHEREAS, the Municipality and Allstate are desirous of en-
tering into that certain Agreement of Amendment (the "Agreement")
amending certain terms and provisions of the Lease, a form of
which is attached hereto as Exhibit "P."; and
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WHEREAS, it is necessary to provide for the authorization,
approval and execution of the Agreement as hereinafter described.
NOW, THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE
TOWN OF VAIL, COLORADO, THAT:
Section l: Finding and Determination. The Town Council
of the Town of Vail, Colorado hereby finds and determines pur-
suant to the Charter of the Municipality and the Constitution
and laws of the State of Colorado, that the acquisition, con-
struction and equipping of the Project (as defined in the Lease)
under terms and provisions and for the purposes set forth in
the Lease, as modified under the terms and provisions of the
Agreement herein after approved and authorized
convenient and in furtherance of the governmental and proprietary
purposes of the Municipality and is in the best interests of the
citizens of the :Municipality.
Section 2: Approval and Authorization of the Agreement.
The proposed Agreement to be dated as of its date of execution
and entered into by and between the Municipality and Allstate,
having as its purpose the Amendment of the Lease as more fully
set forth therein, in substantially the form attached hereto
is Exhibit "A" and incorporated herein by reference, is in all
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respects approved, authorized and confirmed and the Mayor of
the Municipality is authorized and directed to execute and
deliver the Agreement in substantially the form and with sub-
stantially the same content as set forth in Exhibit ''A" for
and on behalf of the Municipality.
Section 3. Authority to Correct Errors, Etc. The Mayor
is hereby authorized and directed to make any alterations,
changes or additions in the Agreement hereby approved, authorized
and confirmed which may be necessary to correct errors or
admissions therein, to remove ambiguities therefrom, or to
conform to provisions of this Ordinance or to the provisions
of state or federal law.
Section 4. Severability. If any provisions of this Or-
dinance (including the Exhibit attached here) shall be held
invalid, the invalidity of such provisions shall not effect ar~y
of the other provisions of this Ordinance or of the Exhibit.
It shall not be necessary for the Exhibit to be published in
the official paper of the Municipality and the Exhibit need
not be published with any publication of this Ordinance, as required,
but the Exhibit shall be on file in the office of the clerk of
the Municipality and shall be available for inspection by any
interested party.
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Section 5. Further Authority. The Clerk of the
Municipality is hereby authorized to attest to alI signatures
annexed of any proper official of the Municipality and to place
the Municipality's seal on any documents authorized, necessary
or proper pursuant to this Ordinance. The Mayor and other
proper officials of the Municipality, and each of them, hereby
authorized to execute and deliver for and on behalf of the
Municipality any and all additional certificates, documents
and other papers and to perform all other acts as they may deem
necessary or appropriate in order to implement and carry out the
matters herein authorized and approved.
INTRODUCED READ ON FIRST READING, APPROVED AND ORDER
PUBLISHED ONCE IN FULL, this 2nd day of October, 1979, and a
public hearing on this ordinance shall be held at the
meeting of the Town Council of the Town of Vail, Colora o,
on the ~~
l ~p day of October, 1979, at ~ .M. in the
Municipal Building of the Town of Vail, Colorado.
Mayor / ~
ATTEST:
Town Clerk
ORD~ANCE # 39 • •
INTRODUCED, READ AND APPROVED ON SECOND READING THIS ~`/ DAY OF~~L'
1979. Ordered Published by title only.
(seal)
attest:
/I`~ ,
Town Clerk
Mayor /
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AGREEY~IENT OF AME2ID~IENT TO BUILDING
AND PROPERTY/LEASE PURCHASE AGREE-
MENT DATED AS OF JULY 1, 1978
THIS AGREEMENT OF A'~IENDMENT dated as of October , 1979,
entered into by and between THE ALLSTATE INSURANCE COMPANY, a
corporation duly organized, existing and in good standing
under and by virtue of the laws of the State of Illinois, and
THE TOWN OF VAIL, COLORADO, a municipal corporation in the
body politic and corporate of the State of Colorado;
W I T N E S S E T H
WHEREAS, there has been entered into that certain Building
and Property Lease/Purchase Agreement dated as of July 1, 1978
(the "Lease"), by and between Boettcher & Company, a partnership
duly organized and existing under the laws of the State of
Colorado, as lessor ("Boettcher") and, the Town of Vail,
Colorado a municipal corporation and a body politic and corporate
of the State of Colorado, as lessee (the "Municipality"); and
WHEREAS, under the terms of that certain Assignment of Real
Estate Purchase P.greement, Building and Property Lease/Purchase
Agreement and Escrow Agreement Without Recourse, dated as of
July 20, 1978 (the "Agreement"), Boettcher has sold, assigned,
transferred and set over to Allstate Insurance Company, a
corporation duly organized, existing and in good standing under
and by virtue of the laws of the State of Illinois ("Allstate"),
and its successor and assigns, without recourse against Boettcher,
all the right, title and interest of Boettcher in and to the
Lease and certain other instruments and documents referred to
in the Assignment, including its rights to receive payments
from the Municipality thereunder; and
;~~riEREAS, the real property which is the subject of the Lease
has been conveyed by Boettcher to Allstate under the terms of a
certain warranty deed dated July 1, 1978; and
:vHEREAS, Allstate and the Municipality are desirous of
entering into this Agreement of Amendment for the purpose of amend-
ing certain terms and provisions of the Lease as hereinafter set
forth; and
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WHEREAS, this Agreement of Amendment has been approved by
a written ordinance of the town council of the Municipality,
dated October 2, 1979.
NOW, THEREFORE, FOR AND IN CONSIDERATION OF THE MUTUAL
PREMISES AND COVENANTS HEREIN CONTAINED, THE PARTIES HERETO
AGREE AS FOLLOWS:
Section 1. Definitions. Terms defined in Article I of
the Lease shall, for all purposes of this Agreement of Amendment,
have the same meaning therein.
Section 2. Advancement of Additional Moneys by Allstate.
For purposes of completing the acquisition, construction and
equipping of the Project, there has been advanced by Allstate
to the Municipality upon the execution of this Agreement of
Amendment, the•sum of Five Hundred Forty Thousand Dollars ($540,000}
to be held and disbursed by the Municipality in payment of the
cost and expenses incurred and to be incurred in connection with
the acquisition, construction and equipping of the Project.
The Municipality hereby acknowledges receipt of said sum and
agrees to disburse such moneys solely for the purpose of acquiring,
constructing and equipping the Project in the form contemplated
by the Lease.
Section 3. Amendment of Exhibit "B" to the Lease. The
schedule of base payments and concluding payment set forth as
exhibit B to the Lease is hereby deleted and the revised schedule
attached to this Agreement of Amendment as an exhibit is hereby
adopted by Allstate and the Municipality as the schedule of base
payments and concluding payments to be made by the Municipality
under the Lease.
Section 4. Other Terms and Provisions of the Lease To Remain
in Full Force and Effect. All other terms and provisions of the
Lease, except as specifically modified herein, shall remain in
full force and effect which provisions are hereby accepted, agreed
to and confirmed by Allstate and the Municipality.
IN WITNESS WHEREOF, Allstate has executed this Lease in
its corporate name with its corporate seal hereunto affixed and
attested by its duly authorized officers and the Municipality
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has caused this Lease to be executed in its corporate name by
the Mayor of the Municipality and with its corporate seal here-
unto affixed and attested by its Town Clerk. All of the above
occurred as of the date first above written.
[SEAL ]
THE ALLSTATE INSURANCE COMPANY
Attest:
[SEAL]
Attest:
~A
'vl
By
THE TOWN OF VAIL, COLORADO,
By ~ ,
Mayor of the Town o Vail,
Colorado
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STATE OF COLORADO
CITY AND COL`~TTY OF ] ss.
DE:~TVER J
The undersigned, a Notary Public, does hereby certify that
Rodney E. Slifer and Colleen M. Kline, whose names as Mayor and
Town Clerk, respectively, of The Town of Vail, Colorado, are
signed to the foregoing Agreement of Amendment, and who are
each known to me and known to be such officers of said Town,
acknowledged before me on this day under oath that, being in-
formed of the contents of this Lease, they, in their capacities
. as officials of said Town and with full authority, executed and
delivered the same voluntarily for and as the act of said Town
on the day the same bears date.
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Given under my hand and seal of office, this ~ day of
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[SEAL]
r
Notary Public ~ ~
1 M commission expires:
STATE OF COLORADO
CITY AND COUNTY OF J ss.
DENVER
The undersigned, a Notary Public, does hereby certify that
and whose names as
~ ; and of The Allstate Insurance
Company, are signed to the foregoing Agreement of Amendment, and
who are each known to me and known to be such officers of said
Company, acknowledged before me on this day under oath that,
being informed of the contents of this Lease, they, in their
corporate capacities as such officers of said Company and with
full authority, executed and delivered the same voluntarily
and as the act of said Company on the day the same bears date.
Given under my hand and seal of office, this day of
` , 1979.
[SEAL]
Notary Public
My commission expires: