HomeMy WebLinkAbout1983-07 Authorizing the Acquisition of Certain Property located in the town from teh Pulis Ranch, a CO Limited PartnershipR E S C? I.. U T .~ O }.T N o. 7
A Rr'SOLUTION AUTI}ORTZTNG TI~It. ACQUISITION }3Y THE
TUVTN OF VAIL, COLORADO (T}I}; °T04JN") OF CERTAIN
REAL PROF~ETZTY LOCATED TN TIIF. TOWN PROM T}-IE }'i3LIS
RANCH, A COLORADO LIMITED PARTNERSHIP ("SELLEf2")
I"OR A PURCHl~;;)J PRICE OP $2, X50, 000.00; SUC}I REAL
PROPERTY TO }3T~ DEVOTED TO PUBLIC PURPOSES;
AUT}iORIZTNG T}i ISSUANCE BY THE TOt~IN OF TTS
I'ROASISSORY NOTE IN THE AMOUNT OF $2,2Q0,000.00,
PAYABLE IN FIFTEEN EQUAL ANNUAL INSTALLMENTS, AND
SECURED BY THAT CERTAIN DEED OF TRUST UPON THE
SU}3JECT REAL PROPERTY; AND PRI;SCRTBING OTHER
DETAILS IN CDNNECTTON WITH SUCH ACQUISITION AND
PURCHASE.
WHEREAS, Se11Er is owner of certain real property (the
Property"), legally described in Exhibit A to that certain
Purchase Agreement (the "Purchase Agreement"), attached hereto
and made a part hereof; and
WI31?REAS, Seller desires to sell the Property and the Town
desires to purchase and acquire the Property far open space
and/ar public purposes; and
WFIEREAS, the purchase price of the Property will be annually
paid and sa~.d purchase price will be divisible and subject to
annual appropriations by the Tawn; and
WHEREAS, the Town will. not incur a general obligation
indebtedness in connection with the proposed method of
acquisition proposed except upon the terms and conditions
hereinafter set forth and upon the affirmative vote of the
qualified electors of the Town:
THEREFORE, BE TT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF
VAIL, COLORADO:
Section 1. That the entex•ing into by the Town of the
Purchase Agreement with Seller with respect to the Property be
and is hereby authorized.
Section 2. That, pursuant to the Purchase Agreement, the
toi:al ni;~x-chase price for the Property shah. be $2, G50, 00~}. Q0,
payable as follows:
A. $45Q, 000 payable at clawing undex• the Pux; chase
A~;r.eement, subject ~.o the adjustments set forth in paragraph 8
thc9r.caof, and subject tc~ formal a}~proPriation by the Town Council
3 .~
c~~ ';~~zirl~zm foi :.~ucli pug°poSr~;
D . ~; , 200 , OOU . QO to be p~5y~~ble to Seller pursuant to
that cert~~zn I'ra~n3.ssory I1ote ( the "Note") , attached to the
Purchase ngreemcnt as k~xhibit B, bear_i,ng interest at a rate of
t7,irtecn percent (13~) per annum, payable in fifteen {15) equal
snnual installments of principal. and accrued interest, said Note
being due and payable, at Seller's o~~tion, ten {10) years from
the date of its execution.
Section 3. That the execution by the Town of that certain
Deed of Trust {the "Deed of Trust") attached to the Purchase
Agreement as Exhibit C and securing the obligation evidenced by
the Note, be and is hereby authorized. -
Section 4. That, pursuant to the provisions of the Note
paragraph 7) and the Deed of Trust {Article I), the Town shall
not have any liability for the payment of principal. or interest
or the performance of any other obligations under said Note and
Deed of Trust, it being understood and agreed that the Town's
obligations thereunder are expressly subject to annual
appropriations by the Town Council and that t7re sale remedy of
Seller pursuant to said Note and Deed of Trust is through an
action against the Property.
Section 5. That, pursuant to Article II of the Deed of
Trust, the Town shall be untitled to releases of thc~ lien created
by the Deed of Trust in proportion to the amount of the Purchase
Price then paid for by the Town.
Section b. That, pursuant to Article III of the Deed of
Trust, and in the event that Seller recovers fee title to the
Property or any portion thereof as a result of foreclosure of the
Deed of Trust (or otherwise), Seller shall have the right to
repurchase from the Tov~m any portion ar all of the Property
previously released from the lien of the Deed of Trust upon
payment to the Town of c, sum par acr,c equal to $2,650,000.00
divided by the total number of acres~of the Property f'or each
acre to be repurchased; anc3 that, further., in the event t7aat
Seller so recovers fee: simple ~:itle to the Propcx-ty or any
Iaortion thereof ar,~i sttbsecltaent to the t:.ermin~rtinn af. any lease
c~ncumbcri ng the i'roper. t:y, the Town Corrncil Boas herek~y state anr3
de~~re that it is its present .~~tent, in such further even, to
approve such portion of the Property so owned by Seller as
requested and determined by Seller for rezona.ng, subdivision and
development for the same use and proportionate density consistent
with Vail Valley Third Tiling, according to the recorded plat
thereoi', Town of Vail, County of eagle, State of Colorado.
Section 7. That, pursuant to paragraph ~(A} of the
Agreement with respect to Conditions Precedent, and upon the
occurrence of the contingency therein set forth, Se11er may elect
to require the Town to submit the question of the issuance by the
Town of the Note and Deed of Trust, modified to delete paragraph
7 of the Note regarding limitations on liability and to delete
Articles T, Tl, and 11T of the Deed of Trust regarding
limitations on liability, partial releases, and repurchase of the
Property, to a vote of the qualified electors of the Town in
accordance with the laws and ordinances of the Town; and that in
the event of the approval of the question of the issuance of such
general obligation by a majority of the qualified electors voting
thereon, Seller and the Town shall proceed to close the subject
transaction in a fashion consistent with such modifications and
upon the terms sa approved by said qualified electors.
Section $. That, pursuant to paragraph 3 of the Purchase
Agreement, the Deed of Trust shall be a lien on the Property
superior to any other Liens, encumbrances or leases except the
existing lease between Seller and the Vail Metropolitan
Recreation District, which lease shall be amended with respect to
the payment of annual rental payments under said lease, as set
forth in paragraph 4(c} of the Purchase Agreement.
Section 9. That the Purchase Agreement, the Note and the Deed
of Trust be and hereby are authorized in substantially the form
attached hereto, which documents axe presently before-the Town
Council and are available for public inspection at the office of
f,he Town Clerk.
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Section 10. That the obligation authorized hereby and
evidenced by said Purchase Agreement, said Note, anal said Deed
of Trust is and shall not constitute an indebtedness of and/or
a pledge of credit by the Town within the meaning of any pertinent
constitutional or statutory limitation; and, further, that all
payments by the Town pursuant to the Purchase Agreement, the Note,
and the Deed of Trust shall be expressly subject to annual appropriation
by the Town Council.
Section 11. That the Mayor of the Town and the Town Clerk
be and hereby are authorized to take any and all action toward
the execution of the Purchase Agreement, the Nate, the Deed of
Trust, and all other instruments and documents in connection with
the transaction hereby authorized.
Section 12. That if any portion of this Resolution shall
for any reason be held to be invalid or unenforceable, the
invalidity or unenforceability of such portion or provision shall
not affect any of the remaining provisions of this Resolution,
the intention being that the same are severable.
Section 14, That all acts, orders and resolutions and
parts thereof in conflict with this Resolution are hereby
rescinded.
ADOPTED AND APPROVED this 19th day of April, 1983.
TOWN OF VAIL,
Eagle County, Colorado
i ~
h
Rodney E . Slifer , ~~a.~or
S E A L}
ATTEST:
7
Pamela A r B:~ andmeyer~ Town Clerk
C E R T X ~' I E D R E C O R D
of proceedings o~
THE TOZ~~N COUNCIL OF THE TOWN OF VAIL
EAGLE COUNTY, COLORADO
x'elating to
THE PURCHASE OF CERTAIN REAL ~'ROPE'I~TY FOR PUBLIC pURP05ES
FRbId THE PULIS RANCH, A COLQRADO LTMITEf~ PARTNERSHIP
z~On'SCI~; OF' riF.:E'i'J:NG
To: T1-3L; TOWN COUNCIL OL' THE TOS~IAT OP VAIL,
STI#TE OF COLORADO
NOTICE IS HEREBY GIVEN that a regular meeting of the Town
Council of Vail, Colorado, will be held at Council Chambers, the
Municipal IIuilding, in Vail, Colorado, on Tuesday, the 19th day
of April, 1983, at the hour of 7:30 o'clock p.m., at which
meeting the Council will consider and act upon matters relating
to the purchase and acquisition of real property owned by the
Pulis Ranch, a Colorado limited partnership, and take up. any
other business to come before it.
GIVEN under my hand and the seal of said Town as of the 19th
day of April, 1983.
Town Crk
ACKNOWLEDGMENT OF NOTICE
AND CONSENT TO MEETFNG
We, the undersigned members of the Town Council of the Town
of Vail, Colorado, do hereby acknowledge receipt of the foregoing
Notice of Meeting in such Notice and in the time and manner of
service thereof upon us, and consent and agree to the holding of
such meeting at the time and place specified in said Notice, and
to the transaction of any and all business which may come before
such meeting.
1 a
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Rodney E, lifer, May r Pa}:~. s o
Jl ~./~
Ga Wahr is ~•
t. W~il~a wil/~ y~or Y em Ronald A. Todd
Charles R. Anderson
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ST71'I.'t. OF COLOF211Di~ y}
1 4•
COUid`1'X QF L;11GLE ) s s .
TOWN] OF V11:CL )
The Tawi~ Cou:icil of the Town off' Vail, Eagle . Caur~ty,
Colorado, met in regular session, at the Council Chambers, in
VaiA, Colorado, being the regular meeting place of the Roard, at
the hour o:C 7:30 o'cloc}: P.M., on Tuesday, the 19th day of April,
1983.
Present;
Mayor:
Mayor Pro Tem;
Councilmembers:
Also present:
Town Clerk;
Town At-tar_ney:
Town Manager:
Absent:
Radney E. Slifer
E.-William Wilto
Gail. WahrliCh
Ron Todd
Paul Johnston
harle~ R', Anderson
Pam Brandmeyer
Larry Eskwith
Richard Caplan
HP1^i?1,~,tln .~fial~fr~r
Thereupon, Mayor Slifer introduced and there was read in
full the following Resolution:
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t1 ~UI~
75 so~lth frontage road • vaiE, Colorado 81857 • (303) 476-700D
office of the mayor
CERTIFICATION
STATE OF COLORADO ~
COUNTY OF EAGLE ~
THE FOREGOING IS A FULL, TRUE, AND CORRECT COPY AS THE SAME
APPEARS UPO,/N~,/T,~HE, ORIGIrNAL RECORDS IN MY OFFICE.
DATE : I JC.tL~ ~~'! t 7 ~3 TIME : f I : ~~ j~, ~ .
I~~J a4. !~~ ~
TOWN CLERK, TOWN OF VATL
STATE OF COLORADO ~
COUNTY OF EAGLE ~
SUBSCRIBED AND SWORN TO BEFORE ME APPEARED PAMELA A. BRANDMEYER,
TOWN CLERK OF THE TOWN OF VAIL, THIS 12TH DAY OF MAY, 1983.
MY COMMI55ION EXPIRES: ~~~~~~~ ~~~ /~~~
0_Q~ ~~~
OTAR~PUBLI c
AMENDMENT
THxS AMENDMENT to a certain Ground Lease and Option Agreement
dated May 27, 1966, is entered into on ,
1983, between The Pulis Ranch, a Colorado limited partnership
Pulis"), and the Vail Metropolitan Recreation District, a
quasi.-governmental subdivision of the State of Colorado {the
District"), and the Town of Vail, a Colorado municipal
corporation {the "Town").
WHEREAS, Carolyn R. Pulis for herself and as devisee under
the will of Jay B. Pulis, deceased, Jay B. Pulis, Jr., Warren
Kamer Pulis, and Jay B. Pu1is, Jr., trustee, and Warren Kamer
Pulis, trustee, as lessors, entered into a ground lease and option
to lease agreement (the "Lease") dated May 27, 1966 with the
District as Lessee for the lease of certain real estate {the
Property") located in the Town of Vail, County of Eagle, and
State of Colorado, which real estate is more specifically
described therein, and
WHEREAS, Pulis is a successor i.n interest to said Lessor,
and
WHEREAS, Pulis and the Town have entered into a Purchase
Agreement dated April 19, 1983 {the "Purchase Agreement"), wherein
Pulis has agreed to sell and the Town has agreed to buy the
Property; and
WHEREAS, as part of the consideration for the purchase of the
Property the Town will give Pulis its promissory note in the
principal amount of $2,200,000.00 {the "Note") secured by a deed
of trust on the Property ("Deed of Trust"); and
WHEREAS, the parties wish to amend the Lease to set forth
certain requirements and obligations of the parties upon the
closing of the Purchase Agreement.
NOW, THEREFORE, in considertion of the covenants and
agreements contained herein and the sale of the Property by Pulis
to the Town, the parties agree as follows:
1. Subsequent to the date of the transfer of tide of the
Property fram Pulls to the Town anti subject t0 Paragraph 2 hereof,
the District shall make ail rent payments as set forth in the
Lease to the Tawn,
2. In the event that Pulls ever regains fee simple title to
all or any portion of the Property and regardless of whether any
portion of the Property is owned in fee simple by the Town or any
other third party or in the event of the default by the Town under
the Note or need of Trust, the total annual rental payments due
under the Lease shall be paid by the District to Pulls.
3. The effectiveness of this Amendment shall be conditioned
upon the closing of the Purchase Agreement. Should the Purchase
Agreement not close for any reason whatsoever, then this Amendment
shall be null and void and of no effect.
IN WITNESS WHEREOF, the parties have signed this Amendment
this day of
Dat~Exec~rted ~
Date Executed
D-~~te ExeGUted
J
to Executed
1963.
SELLER:
THE PULIS RANCH, a Colorado
limited partnership
r~ /~,.
Jay B~' "pulz`s, Jr. , enera~
partner Ck~ t " ~
r~
Warren Kamer Pulis,~a neral
partner
BUYER;
VAIL METROPOLITAN RECREATION
DISTRICT, a Colorado quasi-
governmental body
Al Knoblock, Cha~.rman
TOWiv JF VAIL, a Colorado municipal
corporation
i ~.1.
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