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HomeMy WebLinkAbout10765RESOLUTION NO. 10765 A RESOLUTION APPROVING AN AGREEMENT FOR SALE AND PURCHASE OF PROPERTY BETWEEN THE CITY OF PUEBLO AND PJP -WRP HOLDINGS, RLLP RELATING TO 100 NORTH VICTORIA AVENUE, PUEBLO, COLORADO ( "PROPERTY'), AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME, AND REALLOCATING AND TRANSFERRING FOR THE PURCHASE OF THE PROPERTY AND CONSTRUCTION OF A PARKING LOT THE $2 MILLION ORIGINALLY AUTHORIZED TO BE TRANSFERRED AND ALLOCATED BY RESOLUTION NOS. 10487 AND 10512 FOR A PARKING STRUCTURE ASSOCIATED WITH THE PROFESSIONAL BULL RIDERS PROJECT BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Agreement for Sale and Purchase of Property dated as of June 1, 2006 between the City of Pueblo, as Purchaser and PJP -WRP Holdings, RLLP, as Seller ( "Agreement') relating to 100 North Victoria Avenue, Pueblo, Colorado, legally described as Lots 1 to 7, inclusive, Block "B," Kretschmer's Subdivision of Block 1, State Addition to Pueblo, Pueblo County, Colorado ( "Property "), a copy of which is attached hereto, having been approved as to form by the City Attorney, and the acquisition of the Property by the City of Pueblo are hereby approved. SECTION 2 The President of the City Council is authorized to execute the Agreement and all other documents required thereby in the name of the City and the City Clerk is directed to affix the seal of the City to the Agreement and attest same. INTRODUCED June 26, 2006 BY Barbara Vidmar Councilperson APPROVED: President of City Council ATTESTED BY: CITY CLERK [D o o ° Background Paper for Proposed RESOLUTION AGENDA ITEM # a O DATE: June 26, 2006 DEPARTMENT TITLE Law Department A RESOLUTION APPROVING AN AGREEMENT FOR SALEAND PURCHASE OF PROPERTY BETWEEN THE CITY OF PUEBLO AND PJP -WRP HOLDINGS, RLLP RELATING TO 100 NORTH VICTORIA AVENUE, PUEBLO, COLORADO ( "PROPERTY "), AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME, AND REALLOCATING AND TRANSFERRING FOR THE PURCHASE OF THE PROPERTY AND CONSTRUCTION OF A PARKING LOT THE $2 MILLION ORIGINALLY AUTHORIZED TO BE TRANSFERRED AND ALLOCATED BY RESOLUTION NOS. 10487 AND 10512 FOR A PARKING STRUCTURE ASSOCIATED WITH THE PROFESSIONAL BULL RIDERS PROJECT ISSUE Should the City Council authorize the purchase of 100 North Victoria Avenue, Pueblo, Colorado and reallocate $2 million for the purchase, demolition and construction of a parking lot? RECOMMENDATION Approve the purchase and reallocation. BACKGROUND The purchase of 100 North Victoria Avenue, Pueblo, Colorado ('Property ") for $494,000, the appraised value thereof, has been determined to be required for HARP parking. Initially, the City Council authorized $2 million to be transferred from the 1992 -2006 Sales and Use Tax Capital Improvement Project Fund for the construction of a parking structure associated with the Professional Bull Riders project. The estimated cost of the parking garage and requirements for its construction have adversely impacted the feasibility of the parking garage and another approach to HARP parking has evolved. This approach would be to acquire the Property, demolish structures on the Property, and construct a parking lot on the Property and adjacent City land. The $2 million authorized for the parking garage will be reallocated and made available for such purposes. FINANCIAL IMPACT See Background. AGREEMENT FOR SALE AND PURCHASE OF PROPERTY Agreement made as of June 1, 2006, between PJP -WRP Holdings, RLLP (herein referred to as "Seller ") and the City of Pueblo, a municipal corporation (herein "Purchaser "). 1. Sale. Seller shall sell and convey, and the Purchaser shall purchase all of the real property described as Lots 1 to 7, inclusive, Block "B," Kretschmerer's Subdivision of Block 1, Sate Addition to Pueblo, Pueblo County, Colorado; street address: 100 North Victoria Avenue, Pueblo, Colorado, together with all tenements, hereditaments, appurtenances, and easements thereunto belonging or appertaining, all buildings, structures, fixtures, additions and improvements thereon, and all adjacent vacated streets, alleys and public rights of way, if any (the "Property "). 2. Fixtures The term "fixtures" as used in paragraph 1 includes the plumbing, heating and air conditioning systems and all other fixtures, attached or appurtenant to or used in connection with the Property or buildings thereon to the extent presently located on the Property. 3. Purchase Price The purchase price is Four Hundred Ninety Four Thousand and No /100 Dollars (U.S. $494,000.00) is to be allocated and paid as follows: (a) Payment The Purchase Price will be paid in full at the time of closing subject to compliance by Seller with Seller's warranties and representations contained herein. (b) Allocation The purchase price will be allocated to the land, building, and fixtures as Seller shall determine at time of closing. 4. Liens and Encumbrances The Property is sold and will be conveyed free of all liens, charges, encumbrances, equities of any nature, rights of parties to or in possession, taxes and assessments, except current year taxes. 5. Marketable Title Good and marketable fee simple title to the Property will be conveyed by Seller to Purchaser by general warranty deed acceptable to Purchaser in proper form duly executed, acknowledged and ready for recording. 6. Apportionments The ad valorem taxes for the year of sale, water and sewer charges, and other utilities will be apportioned as of the date of closing. All special assessments, if any, shall be paid in full by Seller. If the closing shall occur before current year taxes are fixed, the apportionment of taxes shall be based upon the prior year mill levy applied to the latest assessed valuation. 7. Closine The date of closing shall be as determined by mutual agreement of Seller and Purchaser but shall be no later than July 10, 2006. The time and place of closing shall be designated by Purchaser. Seller's Representations Seller represents and warrants: (a) Seller has full power and authority to execute, deliver and perform this Agreement and at closing all acts of Seller necessary and required for such execution, delivery and performance of this Agreement will have been taken. (b) There is not pending or, to the knowledge of Seller, threatened any suit, action or proceedings against or affecting the Seller or the Property before or by any court, arbitrator, administrative agency or other governmental authority that materially and adversely affect the validity, as to the Seller, of any of the transactions contemplated hereby or the ability of the Seller to perform its obligations hereunder or as contemplated hereby. (c) Seller owns and at closing will convey to Purchaser good and marketable fee simple title to the Property free of all liens, charges, encumbrances, equities of any nature, rights of parties in possession, taxes and assessments, except current year taxes. (d) The land included in the description of the Property is contiguous, and all public utilities required for the use and operation of the Property either enter the Property through adjoining public streets or if they pass through private lands they do so in accordance with valid easements. (e) The buildings and other structures upon the Property are entirely within the boundary lines of the Property, there are no encroachments thereon. (f) Purchaser shall not become liable for or obligated to pay any broker's, finder's, consultant's fees or similar fees in connection with the negotiation, execution or consummation of this Agreement. All such fees shall be paid by Seller and Seller shall indemnify and hold harmless Purchaser therefrom. (g) Except as otherwise provided herein, the Property, buildings, fixtures, equipment and improvements will be conveyed at closing in their condition and state of repair as of the date of this Agreement. (h) Except as otherwise provided herein, neither the Property or the interests of Seller therein is limited or restricted by, or subject to, any of the following: (i) Rights or claims of parties in possession whether or not shown by the public records. (ii) Easements, or claims of easements, whether or not shown by the public records, except right of way granted the Purchaser by instrument recorded April 1, 1997 at Reception No. 1163007 and modification recorded December 9, 2002 at Reception No. 1473279. (iii) Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose whether or not shown by the public -2- records. (iv) Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law whether or not shown by the public records. (v) Taxes due and payable, any tax, special assessments, charge or lien imposed for water or sewer service, except current year general ad valorem taxes. 9. Purchaser's Representations Purchaser represents and warrants: (a) The Purchaser is a municipal corporation duly organized, existing and in good standing under the laws of the State of Colorado. (b) The Purchaser has full power and authority to execute, deliver and perform this Agreement and at the time of closing all acts of the Purchaser necessary for such execution, delivery and performance of this Agreement will have been taken. 10. Seller' Duty to Perform Time is of the essence hereof and unless, at the time of closing, the following conditions are satisfied, the Seller shall not be obligated to make this sale, transfer and conveyance provided herein to be made by them or otherwise to effectuate their part of the purchase and sale herein provided: (a) The representations and warranties set forth in paragraph 9 herein are, on the date hereof and as of the time of closing, correct, subject to any change permitted herein or any action approved by the Purchaser. (b) The Purchaser has complied with its agreements to be performed herein by it prior to the time of closing. 11. Purchaser's Duty to Perform Time is of the essence hereof and unless, at the time of closing, the following conditions are satisfied, the Purchaser shall not be obligated to pay the consideration as provided for herein or otherwise to effectuate its part of the purchase and sale herein provided: (a) The representations and warranties of the Seller contained herein shall be true in all respects as of the time of closing as though such representations and warranties were then made in exactly the same language and the Seller shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by Seller prior to the closing date. (b) The Seller have complied with their agreements herein to be performed by them prior to the time of closing. -3- (c) The Purchaser shall have received from the Seller the (i) general warranty deed, and (ii) Pueblo County Treasurer's certificate of real estate taxes and special assessments on the Property. (d) The results of an environmental inspection which may be performed by Purchaser do not indicate a level of contamination of the Property which is deemed unacceptable to Purchaser. 12. Termination This Agreement may be terminated upon written notice at any time prior to closing by Purchaser or Seller if there has been a material misrepresentation or breach of warranty on the part of the other party in such party's representations and warranties set forth in this Agreement. 13. Possession. Liquidated Damages Possession of the Property shall be delivered to Purchaser by Seller on closing. The parties acknowledge that if Purchaser does not obtain possession by closing, Purchaser may incur a substantial loss. Consequently, if Seller shall fail or refuse to deliver possession of the Property to Purchaser on or before closing, Seller shall be subject to eviction and shall be liable for liquidated damages in the amount of $1,000.00, for each and every calendar day thereafter until possession is delivered or obtained. 14. Title Insurance Purchaser has obtained Title Insurance Commitment No. LTPB0003186 issued March 22, 2006 by Land America, ( "Commitment "). Seller acknowledges receipt of the Commitment. Seller will cause, at its expense, the ALTA Owner's Policy - 10/17/92 covering the Property in the amount of the purchase price insuring marketable fee simple title to the Property in Purchaser, without exception or exclusions, free and clear of all liens, charges, encumbrances, equities of any nature, including, without limitation, those matters specified in Paragraph 8(h) hereof, to be issued by Land America and delivered to Purchaser on or immediately after closing. 15. Environmental Inspection (a) During the period between the effective date ofthis Agreement and Purchaser obtaining possession, Seller grants to Purchaser, and to Purchaser's employees, agents, contractors and consultants, the right to enter upon and inspect the Property for the purpose of evaluating and inspecting the Property to determine the existence, presence, and extent of any underground storage tanks, petroleum products, solvents, volatile organic compounds, lead, lead based paint, asbestos, and of hazardous substances in, on, or upon the Property, whether located above or below the ground surface or in or upon any building or structure located thereon, in connection with Purchaser's intended acquisition of the Property. In performing its evaluation and inspection of the Property, Purchaser shall have the right, at Purchaser's sole cost and expense, to conduct such studies, inspections, evaluations, audits, environmental assessments, and surveys (hereinafter collectively referred to as "environmental assessments" as Purchaser may deem appropriate. As part of such me environmental assessments, Purchaser is authorized to perform or conduct any soil, groundwater, lead or asbestos tests it deems necessary, and to take samples of soil, groundwater, paint and other materials located in or upon the Property. Purchaser is authorized to perform subsurface excavation, bore testing, and drilling upon the Property and to establish one or more groundwater monitoring wells. This right to inspect is not intended, nor should it be construed, to impose upon Purchaser any liability or responsibility whatsoever for any containment, mitigation, remediation, removal, or cleanup with respect to any preexisting condition discovered or revealed by Purchaser's activities pursuant to this instrument; provided, however, that Purchaser shall at its own expense properly dispose of samples of soil, water or other materials removed by Purchaser from the Property, and, in the event Purchaser does not purchase the Property, Purchaser shall reasonably correct or repair any physical damage to the Property directly caused by its activities, including the plugging of bore holes and closure of monitoring wells, if any. (b) Seller agrees that (i) if any release or threatened release of hazardous materials from the Property occurs within twelve (12) months of the date of closing, where the source of such hazardous materials existed upon the Property prior to the date of closing, or (ii) if any adverse environmental condition is discovered by purchaser within twelve (12) months of the date of closing, and it is determined that such adverse environmental condition arose prior to such closing, then in either event, Seller shall be responsible for the expense of any required cleanup or remediation of such release or threatened release and correction of such environmental condition, and shall indemnify and hold Purchaser harmless from all liability arising from the release, threatened release or adverse environmental condition. As used in this paragraph, the term "adverse environmental condition" means (i) the contamination of the soil, air or water (whether surface water or ground water) of the Property by hazardous substances or hazardous wastes; (ii) the contamination of the soil, air or water (whether surface water or ground water) of any piece of realty adjoining the Property due to a release of hazardous substances or hazardous wastes upon the Property; or (iii) the presence of hazardous substances or hazardous wastes which are stored upon the Property. As used in this paragraph, the term "liability" means any claim or action (whether civil, criminal or administrative, and whether brought by any governmental entity or non - governmental entity or person), judgment, settlement, damages, fine, penalty, loss or expense brought against, imposed upon, suffered by or paid by Purchaser. Liability shall also include Purchaser's attorneys' fees, court costs, consultants' fees, experts' fees, and other litigation- released expenses. Seller expressly guarantees that it will assume all costs incurred by purchaser in: (i) investigating the nature and severity of the adverse environmental condition; -5- (ii) conducting studies to determine the impact of the adverse environ- mental condition upon the public health; (iii) eliminating the adverse environmental condition; (iv) conducting tests following the clean up in order to determine whether remedial efforts have been successful; and (v) compensating any person, or the estate, heirs or beneficiaries of such person, who suffered injury or death as a result of the adverse environmental condition. (c) The provisions of this paragraph are intended to and shall survive closing. 16. Singular Includes Plural If two or more persons constitute the Seller, the word "Seller" shall be construed as if it read "Sellers" whenever the sense of the Agreement so requires. 17. Risk of Loss The risk of loss or damage to the Property or to tenants or occupants thereof or their property by fire or other casualty is assumed by the Seller until the delivery of possession of the Property to Purchaser. 18. Enforcement Time is of the essence hereof and this Agreement may be specifically enforced. In the event of any litigation arising out of this Agreement, the Court may award to the prevailing party all reasonable costs and expenses, including attorney's fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. 19. Survival of Representations The respective representations, warranties, covenants and agreements of the parties hereto or any instrument delivered or to be delivered hereunder shall survive the time of closing. 20. Notice Any notice, request, instruction or other document to be given hereunder by any party hereto to the other shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid; if to Purchaser, addressed to it at 1 City Hall Place, Pueblo, Colorado, 81003, Attention: City Manager; and if to Seller, at 425 W. Third Street, Pueblo, Colorado, 81003. 21. EUenses Each party hereto shall separatelybear its expenses incurred in connection with this Agreement and in connection with all things required to be done by each hereunder. Seller and Purchaser shall pay their respective closing costs and all other items required to be paid at closing. Seller and Purchaser shall sign and complete all customary or reasonably required documents at or before Closing. Fees for real estate closing fees shall be paid at Closing, one -half by Seller and one -half by Purchaser. 22. Entire Understandings This Agreement contains the entire understanding of the parties hereto relating to the subject matter herein contained and this Agreement cannot be changed or terminated orally. I on 23. Governing Laws This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 24. No Benefit to Third Parties Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason hereof. 25. Authority of Undersigned The persons signing this Agreement on behalf of Seller represent and warrant that they have the requisite power and authority to enter into, execute and deliver this Agreement on behalf of Seller and that this Agreement is a valid and legally enforceable agreement in accordance with its terms. 26. Multiple Counterparts This Agreement may be executed in two or more counterparts, each of which shall be deemed an original. WITNESS THE DUE EXECUTION HEREOF, as of the day and year first above written. ATTEST: City C8rk APPROVED AS TO FORM: City Attorney PURCHASER CITY OF PUEBLO, A MUNICIPAL CORPORATION BY �- President of the City Council Seller PJP -WRP HOLDINGS, RLLP By Name: Title: M A N IF C //1115,, r- r`1/6: -7- IIII I III IIIIIII IIIIIII VIII VIII IIIIII 0 682423 Chris C. Munoz Pueb1oCtyC1k4Rec WD R 6.00 D 0.00 WHEN RECORDED RETURN TO: City of Pueblo, a Municipal Corporation Thomas E. Jagger 503 N. Main, Suite 127 Pueblo, CO 81003 WARRANTY DEED THIS DEED, dated June 30, 2006, between P7P -WRP Holdings, RLLP, a Colorado limited liability partnership, of the County of Pueblo and State of Colorado, grantor(s), and SDF $0.00 City of Pueblo, a Municipal Corporation, duly organized and existing under and by virtue of the laws of the State of Colorado, whose legal address is 1 City Hall Place, Pueblo, CO 81003, of the County of Pueblo and State of Colorado, grantee(s): WITNESS, that the grantor(s), for and in consideration of the sum of Four Hundred Ninety Four Thousand and 00 /100 Dollars ($494,000.00), the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm, unto the grantee, its successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of Pueblo and State of Colorado, described as follows: Lots 1 to 7, inclusive, Block "B ", Kretschmer's Subdivision of Block 1, State Addition to Pueblo, County of Pueblo, State of Colorado. also known by street and number as: 100 N. Victoria Avenue, Pueblo, CO 81003 TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor(s), either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO HAVE AND TO HOLD the said premises above bargained and described, with the appurtenances, unto the grantee, its successors and assigns forever. The grantor(s), for itself, successors and assigns, does covenant, grant, bargain and agree to and with the grantee, its successors and assigns, that of the time of the ensealing and delivery of these presents, it is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except general taxes for the year 2006 and subsequent years, and except easements, covenants, conditions, restrictions, reservations, and rights of way of record, if any. The grantor(s) shall and will WARRANT AND FOREVER DEFEND the above - bargained premises in the quiet and peaceable possession of the grantee, its successors and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF, the grantor has executed this deed on the date set forth above. P3p RP Holdings, LLP, a olorado limit liability partnership Paul J. Pumphrey, Managing Pa r STATE OF COLORADO ) )SS COUNTY OF Pueblo ) The foregoing instrument was acknowledged before me on a w by Paul J. Pumphrey as Managing Partner of PJP -WRP, Mkyi,4 a Colorado limited liability pa ner ip. ...., y',,,� Witness my haid� official Se —}--"_ My Commissigh Ej(pir /' �� Notanj Public ON .' AL File No. LTPB0003186 DOC -W D Indv to Corp