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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 /~