HomeMy WebLinkAbout1988 Ordinance No. 021' ' . . ' .
ORDINANCE NO. c:J...t-
SERIES OF 1988
BY AUTHORITY
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COUNCIL BILL NO. 20
INTRODUCED BY COUNCIL
MEMBER KOZACEK
AN ORDINANCE APPROVING AN AGREEMENT FOR THE SALE OF REAL PROPERTY, SAID
PROPERTY COMMONLY REFERRED TO AS THE "KING SOOPERS SITE."
WHEREAS, the City of Englewood has entered into a ground lease for
certain real property which is corrn:nonly known as the "King Soopers Site;" and
~~IEREAS, it is necessary for the health, safety, and welfare of the City
to sell said property; and
WHERF-AS, any sale price of the property shall be subject to appraisal by
qualified appraisers;
NCJr?, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD I COLORADO I THAT:
Section-1. The City of Englewood shall sell, pursuant to agreement,
that real property described in the attached Purchase and Performance
Agreement, identified as Exhibit 1 hereto.
Section .. 2. The Mayor and City Clerk shall be and hereby are authorized
to sign and attest said Purchase and Performance Agreement for and on behalf
of the City of Englewood.
Introduced, read in full, and passed on first reading on the 6th day of
June, 1988.
Published as a Bill for an Ordinance on the 8th day of June, 1988.
Read by title and passed on final reading on the 20th day of June, 1988.
Published by title as Ordinance No. f!lL., Series of 1988, on the 22nd
day of June, 1988.
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Patricia H. Crow, C1 y Clerk
vA~~~!;fL Susan Van Dyke, May
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I, Patricia H. Crow, City Clerk for the City of Englewood, Colorado,
hereby certify the above and foregoing is a true copy of the Ordinance passed
on final reading and published by title as Ordinance No.·o?./-, Series of
1988. ~~ , . .
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Patricia H. Crow
PURCHASE AND PERFORMANCE AGREEMEN'l'
_____ -----------------_, 1988
RECEIVED FROM JWM PROPERTIES, INC., Purchaser 9 the sum of
Ten Dollars ($10) as earnest money and part payment for the
purchase of the following described real estate situate in the
County of Arapahoe, State of Colorado, to wit:
See Exhibit 11 B11
with all easements and rights of way appurtenant thereto, all
improvements thereon and all fixtures of a permanent nature
currently on the premises in their present condition known as the
King Sooper site, which property Purchaser agrees to purchase
upon the following terms and conditions:
'rITLE MAY BE DELIVERED IN THE NAME OF 0800 CORPORATION.
1. Purchase price shall be a sum not less than Six Hundred
Twenty-four Thousand Dollars ($624,000) and not more than One
Million Six Hundred Sixty-three Thousand Dollars ($1,663,000).
Within this range, the value of the premises shall be defined as
the fair market value of the premises under its existing use as a
part of the totality of the Trolley Square Project. The City of
Englewood and JWM Properties, Inc. shall each provide an
appraisal from which a determination of fair market value can be
drawn, and, further, both agree that if the parties cannot agree
on a value, an appraisal shall be conducted by MAI appraisers
chosen pursuant to paragraph 3.B(l)(a) of the Ground Lease and
acceptable to both parties. The fair market value of the
premises shall be the average fair market value of the two
closest appraisals and shall be determined no later than July 1,
1988. Seller and Purchaser agree that the appraisers now in
process of completing appraisals on behalf of Seller
(Baughar-Rohrig) and Purchaser (Richard Simon on behalf of Joseph
Farber) are mutually acceptable to Purchaser and Seller. The
purchase price shall be paid by the delivery of the promissory
note in the form attached hereto as Exhibit A. The principal
amount of the purchase money note will be adjusted if the final
purchase price is not determined at the time the note is
delivered.
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2. Personal Property and Improvements: Other than by
Ground Lease, Seller does not claim any direct interest in
personal property on the premises. Seller, by Bill of Sale,
shall convey its interest, if any, in the personal property
subject to all taxes, liens and encumbrances. Improvements of a
permanent nature are conveyed but absolutely no warranty is made
as to ownership or construction, condition, or in any other
regard. All personal property is conveyed as is and Purchaser is
estopped to assert any claim against City for condition of
property, both real and personal or mixed real and personalc
3. l\. current commitment for title insurance policy in an
amount equal to the purchase price, at Seller's option and
expense, shall be furnished the Purchaser on or before July l,
1988. Seller will deliver the title insurance policy to
Purchaser after closing and pay the premium thereon. If the
purchase price is not immediately available, then the Seller
shall purchase a policy for the lowest amount stated in the
attached note. The amount of the final title policy will be the
finally determined purchase price.
4. Title shall be merchantable in the Seller and subject
to all liens, encumbrances, taxes, leases, notes, deeds of trust,
or other instruments of record. Seller shall execute and deliver
a good and sufficient special warranty deed to said Purchaser
within 10 days after effective date of ordinance approving this
sale or, by mutual agreement, at an earlier date, conveying said
property subject to all taxes, subject to all liens for special
improvements or for other purposes now installed, whether
assessed or not, subject to all liens and encumbrances, and
subject to all easements, building and zoning regulations, and
restrictive covenants of record or otherwise affecting the
property.
5. Prepaid rents, water rents, sewer rents, FHA mortgage
insurance premiums and interest on encumbrances, if any, or any
other payments due shall be paid by Purchaser.
6. Rent Payment. Purchaser shall pay the sum of Twenty
Thousand Eight Hundred Eighty-three Dollars ($20,883), not as
purchase money, but as rent due and payable for the period
September 1, 1987 through June 30, 1988. Seller forgives all
past due rent prior to September 1, 1987.
7. Construction. Purchaser shall award a contract for
renovation of Trolley Square on the property adjacent to subject
property within one business day and commence construction
activities on the adjacent property within thirty (30) days after
the date of delivery of the deed. Plans for construction/
renovation shall be submitted to Building officials of the City
of Englewood within twenty-four (24) hours after delivery of
deed. Purchaser shall promptly and professionally prepare and
correct said plans. If City Building Officials are unreasonable
/ in withholding or delay approval of the plans for construction/
renovation, Purchaser shall give notice to City Manager of such
unreasonable withholding or delay of approval. Purchaser shall
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have an extension of Purchaser's required performance for
construction for time during which approval was unreasonably
withheld or delayed. Failure to meet the foregoing deadlines
shall be a breach of the purchase conditions and subject to
Purchaser's default under the note and at Seller's option
accelerate all sums due under said note and deed of trust given
hereby.
8. Purchaser shall pay to the Englewood Urban Renewal
Authority the sum of Two Hundred Fifty Thousand Dollars
($250,000) due in 84CV750, Division 4, Arapahoe County District
Court. EURA will prosecute the appeal of the trial court
decision, and Purchaser agrees to pay any reduction in the amount
paid in said action first to legal fees up to Twenty Thousand
Dollars ($20,000) then the balance to Purchaser.
9. The obligations of Purchaser hereunder shall be
conditioned upon Purchaser receiving from the Jfaglewood Urban
Renewal Authority a mutually acceptable consent to assignment and
assumption of the 11/2/83 Agreement for Disposition and
Redevelopment between the Authority and Brady Development
Corporation and S. Bud Brady.
10. The hour and place of closing shall be as designated
by mutual agreement. If not by mutual agreement, then by Seller.
11. Possession of premises shall be delivered to Purchaser
on date of closing subject to all leases or tenancies. Seller
hereby represents that it has not leased any portion of the
property except as found of record.
12. Time 1s of the essence hereof, and if any payment or
any other condition hereof is not made, tendered or performed as
herein provided, there shall be the following remedies. In the
event a payment or any other condition hereof is not made,
tendered or performed by Purchaser, then Seller may require
performance, including by action for specific performance or may
elect remedy including foreclosure of property, if legal right to
do so exists. In the event that Seller fails to perform any
condition hereof as provided herein, then Purchaser may, at its
election, treat the contract as terminated, and all payments made
hereunder shall be returned to Purchaser; provided, however, that
Purchaser may, at its election, treat this contract as being in
full force and effect with the right to an action for specific
performance and damages.
13. The purchase money note payable to Seller shall be
secured by a first deed of trust superior to all other interests.
Purchaser shall obtain the necessary releases and subordination
as are necessary.
14. This Agreement shall survive closing and delivery of
deed, note, and deed of trust. When all sums due and owing to
the City are paid, then this agreement shall terminate. A breach
of any term of this Agreement shall permit Seller to seek
foreclosure of Purchaser's interest and interests of all other
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claims and be a default under the note and deed of trust given
hereby.
15. If this proposal is accepted by Seller in writing on
or before .................. -.... _ ... -.... , 1988, this instrument shall become
a contractbetween Se~ Purchaser and shall inure to the
benefit of the heirs, successors and assigns of such parties.
Date .. .. . -· --•--------.... --.. ·--.. ·· ---.-=-w=-~
Date . -.. -------·-·-----------.. -
JWM PROPERTIESp INC., Purchaser
By~-.................. -.. -.. ---.... -.. --.;;..;;,..;;;.
CI'l'Y OF' ENGLEWOOD t Seller
By~ .. -...... ---,: . .:. -.. ·· .::..::: .. ----
Attest:
3400 S. Elati Street
Englewood, Colorado 80110
7 61--114 0
PROMISSORY .. NO"rE
.... u. s. -...... ---------------1988 ____________ ,
Denver;-colorado-
FOR VALUE RECEIVEDp the undersigned ("Maker") hereby
promises to pay to the order of the CITY OF ENGLEWOOD at 3400 S.
Elati Street, Englewood, Colorado 80110, or, at the option of the
holder hereof, at such other place as the holder shall designate
in writing, the principal sum of not less than Six Hundred
Twenty-four Thousand Dollars ($624,000) and not more than One
Million Six Hundred Sixty-three Thousand Dollars ($1,663 6 000) in
lawful money of the United States, in thirty-two (32) quarterly
installments each in the amount of six percent (6%) of original
pJ~incipal amount or 'l'wenty-one 'l'housand Eight Hundred Fifty
Dollars ($21,850), whichever is less, commencing September 1,
1988 and continuing on the first day of each calendar quarter
thereafter through July 1, 1996, at which time the entire unpaid
principal halancc and accrued interest shall be due and payable
in full. Until the principal is determined by appraisal maker
shall pay the sum of (Twenty-one Thousand Eight Hundred Fifty
Dollars ($21,850) per quarter. The principal amount of this note
shall be subject to adjustments in accordance with the Purchase
and Performance Agreement between City of Englewood and JWM
Properties, Inc. If the principal amount is adjusted, the
qua.rt.erly payments shall be adequatE-~ so that the principal amount
and interef,t is amortiz(~d over 32 equal quarterly payments.
Upon the failure of Maker to make any payment of principal
or interest required by this Promissory Note to be made when due,
the entire unpaid principal amount hereof, together with all
accrued interest, shall become immediately due and payable
without notice or demand and the principal amount and accrued
interest shall bear interest at the rate of Six Percent (6%) per
annum over the United Bank of Denver prime rate of interest from
time to time until paid.
The failure by the holder hereof to exercise its rights
hereunder in one or more events of default shall not constitute a
waiver of its right in the event of any subsequent or continuing
default. In the event of a default hereunder, Maker shall pay
all reasonable costs incurred by the holder hereof, including
reasonable attorneys' fees, in connection with the collection
hereof.
Failure of maker to perform all obligations of Purchaser
under the Purchase and Performance Agreement or this Promissory
Note shall constitute default. Notwithstanding anything to the
contrary contained herein, if a default occurs hereunder, the
sole reco11rse of the holder of this Promissory Note shall be to
foreclose on any collateral securing the obligations of the Maker
hereunder, and the holder will neither seek nor obtain a personal
judgment against Maker.
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Right to Cure: Maker shall have the right to cure any default
hereunder within 10 days following written notice thereof.
Maker, endorsers, guarantors, sureties, accommodation
parties and all other persons liable for all or any part of the
indebtedness evidenced by this Promissory Note, or the perform-
ance of the covenants contained herein, jointly and severally
waive diligence, presentment, protest, and demand, and also
notice of protest, dishonor, and maturity; and consent to any and
all renewals, extensions or modifications of the terms of this
Promissory Note dated-------. -------, 1988 payable to City of
Englewood, including timefor payment, and further: agree that any
such renewal, extension, modificatiion of the terms of the
Promissory Note shall not affect the liability of any of said
parties for the indebtedness evidenced by this Promissory Note;
and any such renewals, extensions or modifications may be made
without notice to any of said parties.
This Promissory Note shall be construed in accordance with
the laws of the State of Colorado and is secured by a Deed of
Trust encumbering real property located in Arapahoe County 0
Colorado.
JWM PROPER'rIES O INC.
0800 CORPORATION,
a Colorado corporation
By ---.---------· ----.. -----------
President
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A tract of land b,lng part of !At 12, ilock 8, N0!1J-W{D'{ ADOtTlO
·•nd part 'of the SE 1/4 S\/ 1/4 of Section J4, To~n,hip 4 South,
68 \Jut of the 6th Principal H•dd!an, together \If.th Urn tut l
of V1.c11t1d Alley adJoin!nc th.at part of said l..ot 12 on tlH1 \/ut:
together vith that part of vacated floyd Avonue (lot~®rly knOY'll
Grunvood Av1nu1) 11djoinin11 uid Lot U Ott the North, dl bdug
IM'lr& particularly d11cribed •• follov~1
COHHIHC!NC At a point 197,7 hat South ind 50,0 fut Uut of tht N
c.orn1r of tha St 1/4 sit J,/4 of uid S11ct1on 34, vhkh point .h t:ha
••ction of.the South line ot Floyd Avonua (fornerly kno\11:4 a& Groen
Av«nu,) vithln th1 Vest line of South Rro1dvay;·
thtnc1 South 89.40' IJut a d.!.lt:anca of 268 hat to th@ '!!:AH line o South Acou Str1at;
thence South along uaid ta.at lint 66,15 ftat;
· thenct North 89.40' E.ut a dhtanc:11 of 268 fut to tha ifut Hnlll o South li:oad11ay;
thenc1 North along said Ue~t lln1 66,15 fo@tto.th ■ Point of »•~ln1
/::;:·:•.": ·-:· 'TOGETHER with the East 1/2 of vacated South Acoma Street adjoining said Parcel on the West,
County of Arapahoe,
State of Colorado •
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!i .·: . • •. • .. ; 'lo,:'' •• i • , : ....... ' .. ' • ' •.•• : \~• . : •••••• •: • ' •• ,. • ...... ' "•
'A P.ll'C'cel of hnd sl.tu.,He.d in the SE l/l1 of the. S\J l./1. of Sectl.on JI'.,
1'.ovnship 4 South, Range 6B \./est of; the Sbtt:h hi.ncipa.t Heddi.an,
described as follous:
BEGIHNINC at the :!.ntcr:secti.on of the South dght••of-Yay of t,lc:sc no
Avenue nnd the I-Iese 'l:'ighc-of•·uay of Acoma St,ce.t, as sho1m on a Su
by Benchmark Engineet'ing, Ltd., t::!.tlcd "Documentation Hap, Boundar.y
Survey", 'Job Ho. 73', dated April 27, 1984, 1.11.ll all beadngs cont::ai
hereon based upon said Survey Hap;
thence South 00•07•53" tJest ul.ong the \.lest right-of-\1ay of Acom.a
437,16 feet ta a point 2,50 feet North of the Hocch rlght-of-uay
exls t fog \.lest GI. !.'a td Avenue, a:i sho<m on said Survey, s:i. id po int
on the proposed Horth right-of-~1ay line of Engle1.1ood Pll.rkway;
thence North 89.50'22" \.lest along sa.id proposed t'ight-of•·way line,
line being '1.50 -.feet North of the North r:ight:··of-1.1ay line. of exist!.
· ·· .:'·. • ·. ······ Girard Avenue, 14 .80 feet to a point: of curve.;
/\i,1}:/)~: !;!~l 1:;f i];; I1~; ~ i~ 1l1\: ,i: ;: ~~I~~:~~·~;~;~.~~:::,;;'.,::::: f: '.. '.1
thence continuing along said proposed right-of-way line, along the
curve to. the Left, having a radlus of JJl,50 feec, and a central ~n
21"42'58", a distance o( 125,64 feet to the 1nte't'section of said cu
the East rl.ght-of••\Jay. linc o( Bannock St:'Ceet, as shown on sa!.d Sui:v
thence N<>rth 00•01• 10" \.lest along satd E:ut t·l.ght-o(-t1ay line of Ba
Street, JJ9.8) feet to Che South ,ight-of-way llnc of \.Iese Floyd Av
sho\J'l'I on said Survey;
thence Nonh 09•53•01" E.1sc
to the Point of Beginning,
County of Arapahoe,
State of Colorado. if/, Xt-Y /';> . · ..
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: ,• J-7:-:~~-~-: · .. i.::)?,\:;':_':/-;:(_>·::<:.. ..... :. :.:._.:·ii-.:\:·\·/::.::·/:·:·· .
along said South rlghc-o(-way line, 266
Street.:,
line of
also bein
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DATE
June 6, 1988
INITIATED BY
ACTION PROPOSED
C O U N C I L C O M M U N I C A T I O N
AGENDA ITEM
City Manager
SUBJECT Sale of City-Owned
Trolley Square Parcel
to JWM Properties, Inc.
Authorize Execution of Documents to Facilitate the Sale
of City-owned Property in Trolley Square.
BACKGROUND
City Council has agreed to sell to JWM Properties, Inc., the parcel of property in
, Trolley Square upon which are located King Sooper's, Coast to Coast Hardware, and
People's Cleaners. The conditions of sale are set forth in the April 25, 1988 let-
ter from Andy Mccown to John Martin, executed with revisions by Martin on May 11,
1988 and subsequently accepted by Council on May 16, 1988 (copy attached).
The offices of the City Manager and City Attorney were directed to work with JWM
representatives to prepare the legal documents necessary to effect the sale in ac-
cordance with the terms set forth in the mutually agreed upon proposal. The City
Attorney has drafted, with the concurrence of JWM's attorney, the attached land
transfer documents:
1) Purchase and Performance Agreement;
2) Promissory Note.
Both the City and JWM have had appraisals performed on the property with the City's
appraised value at $1,663,000 and JWM's appraised value at $624,000. Two different
perspectives were taken by the appraisers in their valuation techniques. The Ciiy's
appraiser valued the subject property as vacant land and determined its value based
on a potential highest and best use. The JWM appraiser valued the property based on
its existing use as part of the Trolley Square project. Because the mutually agreed
upon proposal establishes the subject property value as part of Trolley Square, we
have asked the City appraiser to review her perspective to determine if there would
be any effect on her original value conclusion.
We feel that a range of value has been established by the two appraisals, and a
final value for the subject property will fall between the two. To expedite the
sale process, the sale price in the legal documents has been expressed as a range
with the final value to be established by a third appraisal or arbitration. If
·\ Council finds as acceptable the concept of a range of value, the sale can be closed
in approximately 45 days. If we have to wait for a third appraisal to fix a
specific value before the legal documents are executed, the closing would not occur
for approximately 90 -120 days.
RECOMMENDATION
Staff recommends that Council authorize, by ordinance, the execution of the attached
documents to facilitate the sale of the City-owned property in Trolley Square. At
the time the ordinance is passed,the sale price of the land will be expressed as a
range of values, with the final value to be determined through negotiation or
through the process set forth in the Purchase and Performance Agreement.
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