HomeMy WebLinkAbout1977-02 Authorizing to Execute a Lease and Agreement to Purchase with Thomas I. Steinberg, Wiliam A. Holm and William A. Bevan for Lease and Purchase of Lot 10, Vail Village Second FilingRESaLUTION Na. ~
Series of 1977
A RESOLUTION AUTHORIZING THE ACTING TaWN
MANAGER TO EXECUTE A LEASE AND AGREEMENT
TO PURCHASE BETWEEN THE TOWN OF VAIL AND
THOMAS I. STEINBERG, WILLIAM A. HOLM AND
WILLIAM A, BEVAN FOR THE LEASE AND
PURCHASE OF LOT 10, VAIL VILLAGE SECOND
FILING
WHEREAS, Thomas I. Steinberg, William A. Holm and
William A, Bevan now own Lot 10, Vail Village, 5ecand Filing,
adjacent to Site 2~;
WHEREAS, the Town Council is Of -the opinion that
the acquisition Of Lot lU is necessary to relocate the public
road and utilities that cross Site 24 and for the proper and
full use, enjoyment and development of Site 24; and
WHEREAS, the Town Council is Of the opinion that the
purchase of Lot ld is in the best interest of the residents of
the Town of Vail and that the agreement between. the Town and
the Owners of Lot l0, as evidenced by the attached Ground Lease
and Agreement to Purchase, should be approved;
Nflta, THEREFORE, BE IT RESOLVED BY THE TaWN COUNCIL
flF THE TOWN OF VAIL, COLORADO, THAT:
The Town Council hereby authorizes the Acting
Town Manager to execute the proposed Ground Lease and Agreement
to Furchase attached hereto as Exhibit "A" and the Town Glerk
to attest to said execution and affix the Seal of the Town
thereto .
2} This resolution sha~.l take effect upon its
adoption.
INTRaDUCED, READ, APPROVED, AND ADOPTED, THIS lst
day of Fe3aruary, 1977.
jl ~r ~~ Cn ° lr~~
I £
Mayor ~ i ~t',ati,ri ~yylATTEST:
i~~
Town Cler:~ ~,/ ~
GROUND LEASE
AND AGREEMENT TO PURCHASE
THIS AGREEMENT, made and entered into as of the
day of ~~~~ , 1977, (hereinafter
r
referred to as "the date of this Agreement"), by and between
THOMAS I. STEINBERG,~WILLIAM A. HOLM, and WILLIAM A. BEVAN
hereinafter referred to as "LESSORS"), and THE TOWN OF VAIL,
a Colorado home rule municipal corporation (hereinafter
referred to as "TOWN"), .
WTTNESSETH:
l) Lessors, for and in consideration of the rents,
covenants, and agreements hereinafter mentioned to be paid,
kept and performed by the Tc-vn, has let and leased, and does
hereby let and lease unto the Town the following described
real property situate in the County of Eagle and State of
Colorado:
Lot l0, Vail Village Second Filing,
Town of Vail
To have and to hold the above-described real property (all of
the property hereby leased being hereinafter referred to col-•
lectively as "the leased premises") to the Town for the pera.od
of four months, commencing on January 1, 7.977, and ending at
noon on May 1, 1977.
2) Warranties of Lessors.
Lessors warrant that they have the right to
lease the leased premises and covenant with the Town that,
conditioned on the Town's faithful performance and observance
of the Town's covenants contained herein, the Town shall have,
from the date of this Agreement, quiet and peaceable possession
of the leased premises during the lease term, subject to this
Agreement, and Lessors will defend the Town's possession against:
any and all persons whomsoever. This Agreement and the lease
term shall, however, expire and all fights of the Town here-
3~LA5E ~ Page 2
under terminate automatically upon the expiration of the ~.
term of this Agreement, without notice or demand upon the
Town,
3) Covenants of the Town.
The Town does hereby lease the leased premises
for the term of this Agreement and agrees to the following:
a) To use the premises for recreational
or governmental purposes;
b) To keep and maintain the leased premises
in as good a Condition as it is on the commence--
ment date of this Lease and not to commit waste
of the leased premises or any portion thereof;
c) To pay a rental fee of $2800.00 payable
in monthly payments of $700.40 each, due and
payable on the ~,Q~day of each month during
the term of this Lease.
d} The Town will enter into possession of
the leased premises immediately upon commencement
of the term of this Lease and will thereafter
during the term of this Lease occupy and hold
possession of the leased premises, holding
Lessors exempt and harmless from any damage or
injury to any person, or personalty, by reason
of the possession of the leased premises, or the
Town's other operations conducted upon the leased
premises, except as such injury or damage may
result from the negligence of the Lessors.
e) The Town shall, at its sole cost and
expense, maintain in force during the term of this
Agreement a policy or policies of comprehensive
general liability insurance covering the Lessors.
4) Covenants of Lessors.
It is further agreed by Lessors in consideration
of the rents and covenants to be paid or herein made to be kept
GROUND LEASE
by the Town,that Lessors covenant as fo~.lows:
Page 3
a} That the leased premises ,may be used
for the purposes set forth herein and that
the Town shall have exclusive use of the leased
premises, subject to the terms of this Agreement;
b) Lessors will not take any other action
which would prohibit or restrict the Town's
use of the leased premises in accordance with
this Agreement;
c) To pay all ad valorem taxes, assess-
ments and other public charges levied or assessed
by the federal, state or local governments upon
the leased premises, this Lease Agreement, the
rents herein reserved, and any improvements
erected thereon, and will at all times save the
Town harmless from the payment thereof.
5) Conditions of Grant.
This Agreement is made upon the condition that
the Town shall perform all the covenants and agreements herein
set forth to be performed by it. If there shall. be d~:fault
on the part of the Town in the payment of rent, or other con-
dition in the performance or observance of any of the remaining
covenants or agreements to be observed or performed by it and
such default shall continue for thirty (30} days after written
notice of such default and demand for performance is given by
Lessors to the Tawn, Lessors shall have full right, without
further demand or notice which are hereby waived, to enter
upon the leased premises and to take immediate possession
thereof and to bring suit for and collect all rents, payments
or other charges which shall have been accrued to and from
the time of entry. Upan such default this Agreement and all
rights herein granted shall become void to all intents and
purposes whatsoever and all improvements made on the leased
premises shall be held by Lessors as security for the payment
of amounts due under this Lease by the Town.
GROUND LEASE
6) Mutual Agreements.
Page ~
t is further mutually agreed by and between
the parties hereto as follows:
a) Notice. A11 notices, requests, consents, •
option and other communications under this Agree--
ment shall be in writing and shall be deemed to
have been sufficiently given or served if delivered
or mailed by first class, registered or certified
mail, sufficient postage prepaid, addressed as
follows:
If to Lessors: Thomas Z. Steinberg
William A. Holm
William A. Bevan
Vail. Medical Professional
Corporation
P. 0. Box 1328
Vail, Colorado 81657
If to the Town: Tawas of Vail
P, O. Box 100
Vail, Colorado 81657
Attention: Town Manager
Copy to Town Attorney
The addresses herein given may be changed by the
party affected thereby by notice given pursuant
to the provisions of this paragraph.
b} Waiver. No waiver, expressed or implied,
of any breach of any covenant, condition or stipu--
lation hereunder shall be taken as a waiver, expressed
or implied, of any succeeding. breach of the same
covenant, condition or stipulation. The acceptance
of rent~by Lessors shall not be deemed to be a
waiver {except as to any default arising out of the `
failure to pay the rent so accepted by Lessors), of
any breach of the Town of any covenant herein con-
tained or of the right of Lessors to re-enter for
breach of condition.
c) Covenants Against Liens.
i) By~the Town. During the term of
this Agreement, the Town covenants promptly to
discharge or cause to be discharged every lien,
GROUND LEASE Page 5
charge or encumbrance of any nature whatsoever
created by thc~ Town and no others, which may be
filed against the leased premises, and the Town
will indemnify and save Lessors harmless from
all loss, cost and expense, incXuding reasonable
attorneys' fees, which Lessors may sustain by
reason of such Lien, charge or encumbrance, or
in defending against such lien, charge, or encum-
brance.
ii) By Lessors. During the term of
this Agreement, Lessors covenant promptly to
discharge or cause to be discharged every lien,
charge or encumbra~ice of any nature whatsoever
created by Lessors and no others, which may be
or have been filed against the leased premises,
and Lessors wi11 indemnify and save the Town
harmless from all loss, cost and expense, inclu-
ding reasonable attorneys' fees, which the Town
may sustain by reason of such lien, charge ox
encumbrance, or in defending against such lien,
charge or encumbrance.
7} Agreement to Purchase Leased Premises.
It is also mutually agreed by and between the
parties hereto that in consideration of the foregoing covenants
of each of the parties, one to the other, the Town hereby agrees,
and Lessors hereby agree to sell, on or before the first day of
May, 1977, the following described real property situate in
the County of Eagle and State of Colorado, to-wit:
Lot 10, Vail Village Second Filing,
Town of Vail
8} At the closing date for said Agreement to sell
and purchase, the parties agree as follows:
GROUND LEASE Page 6
a) Lessors agree to sell and convey, and
the Town agrees to purchase and pay for the real
property located in Eagle County, Colorado, des-
cribed as Lot 10, Vail Village Second Filing,
Town of Vail.
b} The purchase price shall be Seventy
Thousand ($70, OC10) Dollars payable in fu11 at the
closing by the Town s delivery to Lessors of cash
or certified funds.
e} The Town, at its expense, agrees to
obtain a title opinion or title insurance commit-
ment from a responsible title company showing the
status of record title to the premises and the title
commitment to ensure marketable title to the premises
to the Town in the amount of the purchase price upon
pay,nent of the policy premium by the Town and the
satisfaction of certain requirements by Lessors.
The title insurance commitment may be Subject to
the standard printed exceptions appearing in title
commitments issued by said insurer and subject to
easements, restrictions, reservations or interests
of record or visible on the ground, the taxes for
1976 payable in 1977, and the general taxes for 1377
to the date of closing.
d) Further, Lessors shall supply to the
Town a Certificate of Taxes Due prepared by the
Treasurer of Eagle County, Colorado.
e) Tf the Town asserts the existence of any
encumbrance, encroachment, defect in or objection
to title, other than those set forth or referred to
in this Agreement, which renders title to any portion
of the premises 1~nmarketabls which the Town does
not waive (any of which is called a "Defect of Title"),
k
GRDUND LEASL Page 7
the Town shall get written notice of such
Def ect of Title to Lessors promptly after dis-
covery of such defect and in any case at or
before closing of title. After the receipt of
such notice, Lessors may elect to proceed to
remove or cure such defects,at their expense
and, if Lessors so elect, Lessors shall be
entitled to an adjournment of the closing of
title for a period of twenty (20) days in which
to remove ar cure such defects. Lessors shall
be entitled to use the proceeds from the closing
of title to cure or remove any 17efect of Title
which may be removed by payment of an ascertain-
able sum of money. Lessors shall also be entitled
to provide the Town with title insurance protection
against any Defect of Title and such title insurance
shall be deemed to satisfy Lessors' obligation to
remove or cure such defect. Tf Lessors do not
remove or cure such defect, or if Lessors so elect
and are unable to remove or cure such Defect of
Title within twenty (2 d) days after delivery of
the Town's notice thereof, the Town may elect either
to waive such defect or to terminate this Agreement.
if the Town does nat give Lessors written notice of
termination on or before the closing date ar the
adjourned closing date (if Lessors have elected to
attempt to cure such defect), the Town shall be
deemed to have waived such defects.
f) The closing of title shall be on May 1,
1977,, and shall be held at the office of the Town
Manager, Municipal Building., Vail, Colorado, at an
hour specified by the Town unless (l) adjourned
pursuant to paragraph (8}(c) above, or (2) set at
another date~by agreement of the parties. At the
s • •
GRQi]ND LEASE Page 8
closing, the following shall occur, each being
a condition precedent to the others and all being
considered as occurring simultaneously:
i) The Town shall deliver to Lessors
cash or certified funds as provided in paragraph
8} (b) above.
ii) Lessors shall. deliver to the Town
an executed and acknowledged General Warranty Deed
to the premises subject only to those matters set
forth in paragraph (8)(c}.above and any Defects of
Title waived by the Town pursuant to paragraph
8)(e} above.
iii) 'The Town and Lessors shall execute
and deliver such other documents and shall take
other action as may be necessary to carry out their
obligations under this Agreement.
g} Lessors sha11 pay all real property taxes
levied on the premises for the year 1976 and for the
period from January 3., 1977, to the date of closing
inclusive. Those taxes shall be paid directly to the
Treasurer of Eagle County, Colorado.
h) The Town represents and warrants that it is
a duly organized and validly existing Colorado muni-
cipal corporation and has full. power and authority
to enter into this Agreement. The Town Manager and
the Town Clerk are authorized to execute and attest
to this Agreement on behalf of the Town in accordance
with Resolution No. ~ , Series of 1977.
i) Each party represents to the other that
there are no real estate brokers having any claim
for compensation or expenses as the result of this
transaction.
j) Any notice, demand, payment or other cam-
munication made in accordance with this Agreement
GROUND LEASE Page 9
shall be deemed to have been duly given or
delivered on the date the same is Viand delivered
to the recipient or seventy-two (72) hours after
the same is deposited in a post office or postal
box regularly maintained by the United States
Post Office.
k) The Town may not assign its rights
granted by this Agreement without the prior written
consent of Lessors.
9) Default and Termination.
Unless otherwise provided in this Agreement, upon
default prior to or at closing, the party not in default may
dec.Lare this Agreement terminated or obtain specific performance
hereof. Upon termination of this Agreement, both parties shall
be released from all further obligations hereunder.
IO) Miscellaneous.
a} This Agreement shall be binding upon and
inure to the benefit of the Town and Lessors and
their respective successors, heirs and assigns.
b) This Agreement contains the entire agree~-
ment between the parties and may not be modified in
any manner except by .an instrument in writing signed
by both parties.
c) The section headings are inserted only
for convenient reference and do not define, limit,
or prescribe the scope of this Agreement.
d) This Agreement shall be construed and
enforced in accordance with Colorado law,
EXECUTED on the day and year first above written.
LESSORS:
G G'~i ~
f~~l~
TOWN OF VAIL, COLORADO
r
C.4/ C.t:.IC r
By : ,i~.,~ ~ _.5t~-~nley I'. Bernstein
Acting 'own Manager
ATTEST~c,~// a ,~
Town'"Clerk /~