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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~• • 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"), • ~ • 2 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 ~ ~ ~ 3 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 .~ ~ ~ ~ ~ 4 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. +. 1 • • ~ • 5 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 / • • • 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 • • • 2 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 . , .~ ,~ • • • 3 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 ` , ~' : ~ ~~ .` 4 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. i Given under my hand and seal of office, this ~ day of ~~~~~,~~ 19 7 9 . [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: