5B - Handouts - Application to amend the designation of the Boulder Depot (HIS2008-00175) - 3151 Pearl St Pv6~..tc. ~~o
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BOULDER DEPOT PURCHASE AGREEMENT
THIS AGREEMENT dated this day of December, 2006, is between the CITY OF
BOULDER, COLORADO, a Colorado home rule city (the "City" or "Purchaser") and THE
BOULDER JAYCEES, INC., a Colorado non-profit corporation ("Jaycees, Inc." or "Seller"}.
RECITALS
WHEREA5, Jaycees, Inc. is a local chapter in good-standing of the Colorado Junior
Chamber of Commerce, and is also affiliated with the United States Junior Chamber of
Commerce and Junior Chamber International;
WHEREAS, Jaycees, Inc. owns the unprovement, refezred to as the Boulder Jaycees
Depot (the "Depot"} ownership of which it acquired by Bill of Sale retarded in the real estate
records of Boulder County, Colorado, at Reception No. OS9519, on March 23,1973 (the
"Depot"}-
WHEREAS, the Depot is currently located on a 14S' x SO' tract of land in the soutbeast
corner of Lot 2 of the Crossroads Commons, also known as Crossroads Commons Shopping
Center, 2275 30`~ Street, Boulder, Colorado 80201 (the "Real Property';
WHEREAS, the City desires to purchase and Jaycees, Inc. desires to sell the Depot;
WHEREAS, Boulder Pow Wow, Inc., as Lessor, and Jaycees, Inc., as Lessee, entered
into a Lease and Option Agreement dated February 2'7, 19'73 and recorded on March 23, 1973 at
Reception No. 59618 in the records of the Clerk and Recorder for Boulder County (the "Luse
Agreement"} leasing the Real Property to Jaycees, Inc.;
WHEREAS, Jaycees, Inc., by notice, and pursuant to the terms of the Lease Agreement,
extended the lease term through March 1, 2023;
WHEREAS, Columbia Regency Retail Partners, LLC, a Delaware limited liability
company currently owns the Real Property and is successor to Boulder Paw Wow's interest in
the Lease Agreement ("Regency");
WHEREAS, pursuant to a separate agreement between the City and Regency, Regency
has agreed to pay for a portion of the relocation and reconstntction of the Depot to a separate
property controlled by the City;
WHEREAS, pursuant to a separate agreement between Jaycees, Ina and Regency, the
Lease Agreement will terminate effective the moment the Depot is lifted off of the Real Property
by a moving contractor pursuant to the Contract for the Relocation of the i 890 Union Pacifcc
Depot; and
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WHEREAS, the City wishes to purchase the Depot only upon the satisfaction of the
following conditions precedent: 1) termination of the Lease Agreement; and 2) the Depot has
been lifted off of the Real Property onto the bed of a truck for the purpose of relocation to a
separate property controlled by the City {"Removal of the Depot").
NOW THEREFORE, in consideration of the mutual covenants herein: and other good and
valuable consideration, and the recitals, promises, and covenants set forth in this Agreement, the
City and Jaycees, Inc. agree as follows:
A. Fwrchase and Conveyance of Depot. Jaycees, Inc. hereby agrees to convey all its
right, fide, and interest in the Depot to the City, by way of a bill of sale with the consideration of
Ten Dollars ($10.00) or such other instrument as the parties may mutually agree.
B. Purchase Price to Include. The purchase price shall include the following
personal properly: None.
C, Notice. The Ciry shall give the Seller at least 60 days written notice prior to the
date (the "Removal Date"} upon which the Depot is scheduled to be relocated from the Real
Property.
D. Seller's Promise to Remove Personal Pmuerty. Seller promises to remove or
cause to be removed from the Depot, at least thirty (30) days prior to the Removal Date, at
Seller's expense aay and all personal property and/or trash, rubbish or any other unsightly or
offensive materials, including but not limited to any ha~rdaus substance in cans, tanks, barrels,
equipment, pipelines or other containers in the Depot, unless otherwise agreed to in writing by
Purchaser. Satisfaction of the promises contained herein shall be subject to Purchaser's
inspection and approval of the physical condition of the Depot. If, thirty {30) days prior to the
Removal Date, Seller has not satisfied the promises contained herein, Purchaser may elect to
either (a) defer the Closing until Seller has satisfied said promises or (b) remove or cause to be
removed said personal property and/or trash, rubbish, or other offensive materials as described
above in which case Purchaser or Regency shall be credited at Closing with the amount expended
by Purchaser or Regency in this regard in order to satisfy Seller's promises contained herein.
E. Possession. The City will take and be deemed tc> be in possession of the Depot
upon Removal of the Depot.
F. Cl, osina. After the City provides Notice of Removal pursuant to Paragraph C
above, and on a date and time mutually agreeable to the parties, Jaycees, Inc. shall provide an
executed bill of sale ("Bill of Sale") to the Escrow Agent, and the City shall provide the purchase
price hereunder, to Jaycees, Inc. The parties agree that Julia Chase, Legal Assistant, City
Attorney's Office, P.O. Box 791, Boulder, CO 8030b or such other individual appointed by the
Boulder City Attorney's Office, shall act as Esemw Agent for this transaedon. The Escrow
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Agent shall deliver the Bill of Sale to the City Clerk after the fallowing have occurred: 1) the
City receives notice from Regency and Jaycees, Inc. that the Lease Agreement between Regency
and Jaycees, Inc. has been terminated; and 2) Removal of the Depot . Once the bill of sale has
been delivered by the Escrow Agent to the City Clerk, the Depot will be considered delivered by
Jaycees, Inc. and accepted by the City. The City will record the bill of sale in the real estate
records of the Boulder County Clerk and Recorder. If the City does not receive notice that the
Lease Agreement between Regency and the Jaycees, Inc. has been terminated and the Removal of
the Depot has not occurred by April 1, 2007, then the Bill of Sale shall be returned to the Jaycees,
Inc., unless agreed upon otherwise by the parties. 'y~Gl.~
G. Move and Preservation of Depot. The City covenants and agrees to use its best
efforts to move the I?epot from its current location to a permanent (and if necessary, temporary)
site in conformance with, and as authorized by Boulder City Ordinance 7473, that it will so long
as the Depot is in its possession, and to the extent possible thereafter, maintain and preserve the
Depot as a City of Boulder landmark, and that it will not use the Depot or alter the Depot in a
manner which will reduce or diminish its value to the community as an historical landmark.
Once the Depot is reconstructed at its new location, the City agrees to install and maintain in a
prominent location on the Depot, a commemorative plaque ("Jaycees' Plaque"). The City shall
also preserve and promote the name of the Depot as Boulder Jaycees Depot. The City's
maintenance of the Depot is subject to City Council appropriation. The City will require, as a
condition of any sale or transfer of the Depot to subsequent owners, such subsequent owners to
covenant and agree to maintain the Jaycees' Plaque on the Depot and the name of the building as
the Bolder Jaycees Depot.
H. Seller's Representations.
1) Seller is the sole owner of the Depot and will not, prior to Closing,
assign, pledge, or transfer, or in any way encumber its interest therein so as
to impair its obligations hereunder.
2) Seller has full power and authority to execute and deliver this contract and
to perform all obligations arising under this contract.
3} Seller represents that it shall remove all personal property of the Jaycee's
Inc. from the Depot, including but not limited to contaminated items, paint
cans, solvents, trash, and rubbish, thirty (30) days prior to the Removal
Date.
I. "As Is" Nature of Sale. The City acknowledges and agrees that Jaycees, Inc. have
not made, does not make and specifically negates and disclaims any and alt representations,
warranties, promises, covenants, agreements, ar guarantees of any kind ar character whatsoever,
whether expressed ar implied, oral or written, past, present or future, of, as to, concerning, or
with respect to: (A} the value, nature, quality or condition of the Depot, including, without
limitation, the nature and quality of its construction, and any and all materials and elements of
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which the Depot is constructed, or which are or may be contained within the Depot; {B} the
income to be derived from the Depot; (C) the suitability of the Depot for any and a1I activities
and uses which the City may conduct therein; (D) the compliance of or by the Depot or its
operation with any laws, rules, ordinances, ar regulations of any applicable governmental
authority or body; (E}the habitability, merchantability, marketability, profitability, or fitness for
a particulaz purpose of the Depot; or {F} any other matter with respect to the Depot, except that
all of the personal property of the Jaycee's Inc. shall be removed thirty (30) days prior to the
Removal Date. Jaycees, Inc., specifically disclaims any representations regarding the Depot's or
its compliance with any environmental protection, pollution or land use laws, rules, regulations,
orders or requirements, including solid waste as defined, by the United States Protection Agency
Regulations at 40 C.F.R., Part 26i, or the disposal or existence in or on the Depot, of any
hazardous substance, as defined by the Comprehensive Environmental Response Compensation
and Liability Act of 198Q, as amended, and regulations promulgated thereunder, or otherwise.
The City further acknowledges and agrees that having been given the opportunity to inspect the
Depot, it is relying solely upon its investigation and inspection of the Depot. The City further
acknowledges and agrees that any information provided or to be provided by or on behalf of
Jaycees, Inc. with respect to the Depot was obtained frrom a variety of sources and that the City
has not made any independent investigation or verification of such information and Jaycees, Inc.
makes no representations as to the accuracy or completeness of such information. Jaycees, Inc. is
not liable or bound in any manner by any oral or written statements, represe~o~tations, or
information pertaining to the Depot, or the operation thereof, fiunished by any real estate broker,
agent, employees, servant, officer, or director, or other person. The City further acknowledges
and agrees that, to the maximum extent permitted by law, the sale of the Depot as provided for
herein is made on an "As Is" condition and basis with all faults. The City and anyone claiming
by, through or under the City hereby fully and irrevocably releases Jaycees, Inc., its employees,
representatives, agents, officeTS, directors, and members from any and all claims that they may
now have or hereafter acquire against Jaycees, Inc., its employees, representatives, agents,
officers, directors, and members, for any costs, toss, liability, damage, expense, demand, action,
or cause of action arising from or related to aay defects, errors, omissions or other conditions,
including any and all environmental matters affecting the Depot or any portion thereof, except for
the cost of removing any personal property of the Jaycee's Inc. as described under Farxgraph D.
It is understood and agreed that the purchase price, and other consideration hereunder, have been
adjusted by prior negotiation to reflect that all of the Depot is sold by Jaycees, Inc. and purchased
by the City subject to the foregoing.
J. Documentation from Seller. 'Thirty (30) clays prior to Removal Date, Seller shall
provide the City with 1) a letter indicating any and all hazardous materials in the Depot structure
known to the Seller; and 2) all documents in possession of Jaycee's Inc. pertaining to the
physical condition of the Depot, including but not limited to maintenance records, reports, and
plans.
K. Ino,~Purchaser, at all times during the term of this contract, shall have
access to the Property during business hours, or at other times as mutually agreed upon by the
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parties, for the purpose of taking photographs, conducting tests, studies and surveys thereon, and
for the purpose of other pre-move activities.
L. Cancellation. At Purchaser's sole discretion, if Purchaser determines that
responding to any environmental matter or managing, treating, abating, or otherwise removing
any hazardous materials is unacceptable far any reason, Purchaser may elect to cancel this
Agreement.
M. Survival of Clasin~. The parties agree that, except for such of the terms,
conditions, covenants and agreements which are, by their very nature, fully and completely
performed upon the closing of the transaction herein provided for, all of the terms, conditions,
covenants and aiareeinents herein set forth and contained shall survive the closing and to be
binding upon and inure to the benefit of the parties hereto, their agents, persona]. z+epresentatives,
heirs, lessees, successors, and assigns.
N. Validity_and Effect of Agrreement. The validity and effect of this Agreement
shall be determined in accordance with laws of the State of Colorado.
O. Notices. All notices under this Contract shall be given by certified mail, re~tum
receipt requested, postage prepaid, addressed as follows (or to such other address as the parties
direct, in writing), and shall be deemed ,given an the date of mailing:
If to Seller: Boulder Jaycees, Inc.
Attn: Curt Williams
P. O. Box 19437
Boulder, CO 80308-2437
With a copy to: Alan S. Thompson, Esq.
LOHF SHAIMAN JACOBS HYM:AN & FEZGER PC
9S0 S. Cherry St.,
Suite 900
Denver, CO 80246
If to Purchaser: City of Boulder
Attn: David Lehr, Assistant City Attorney
P.O. Box 791
Boulder, CO 80306
P. Successors and Assi~s. The agreements herein contained shall bind and inure to
the benefit of the respective successors, and assigns of the parties hereto.
Q. Entire. Agreement. 'Phis contract supersedes all prior agreements and contains the
complete and entire agreement between the parties respecting negotiarions, agreements,
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representations, and understandings, if any between the parties concerning the Property. This
Agreement may be amended only in writing and signed by both parties
DATED this day of _~L~J~~'~2~:t~ 2006.
PURCHASER: SELLER:
CITY OF BOULDER BOULDER JAYCEES, INC.,
a Colorado home rule City a Colorado non
profit corporation
By: By:
Frank W. B o Curt D. Williams, President
City Manager
ATTEST: A ST:
City Cler on behalf ofthe Li Cunningham, T urer
Director of Finance and Record
Approved as to form:
City Attorney ~ 2 _ ~ ~ O
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