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HomeMy WebLinkAbout11104RESOLUTION NO. 11104 A RESOLUTION APPROVING THE SALE OF REAL PROPERTY AT 1502 -1506 TROY AVENUE BY THE CITY OF PUEBLO TO DG REAL ESTATE LLC BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Contract to Buy and Sell Real Estate located at 1502 to 1506 Troy Avenue between DG Real Estate LLC and the City of Pueblo, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SECTION 2 The President of the City Council is hereby authorized to execute and deliver the Contract to Buy and Sell Real Estate in the name of the City and the City Clerk is authorized and directed to affix the seal of the City thereto and attest same. INTRODUCED September 10, 2007 BY Randy Thurston Councilperson APPROVED: a F#kESIDEINTof City Council ATTESTED BY: CITY CLERK AP's. li r 0� [b ED Background Paper for Proposed RESOLUTION AGENDA ITEM # q DATE: September 10, 2007 DEPARTMENT: OFFICE OF THE CITY MANAGER DAVE GALLI, CITY MANAGER DOUG FITZGERALD, ASSISTANT CITY MANAGER THOMAS D. MARTINEZ, ASSISTANT CITY MANAGER FOR .CONTRACT SERVICES TITLE A RESOLUTION APPROVING THE SALE OF REAL PROPERTY AT 1502 -1506 TROY AVENUE BY THE CITY OF PUEBLO TO DG REAL ESTATE LLC ISSUE Should the City Council approve of the sale of 1502 -1506 Troy Avenue to DG Real Estate LLC? BACKGROUND The property at.1502 -1506 Troy Avenue is owned by the City of Pueblo. DG Real Estate LLC is buying this property from the City for $27,260.00. The purchase price is based on the appraised value of $65,000 less $28,197 for extra landscaping and $9,543 for a one -inch water tap. The area will be developed into a two -lot subdivision with the expressed purpose of setting up a Dollar General Store on Lot 1. As part of the agreement, DG Real Estate LLC will be responsible for installing and maintaining landscaping'in the subdivision and in the right of way immediately west of the subdivision and adjacent to Colorado Highway 50 B. The same agreement specifies a number of on -site improvements that DG Real Estate LLC will also be responsible for including: sidewalk, curb and gutter replacement, handicap ramps with tactile bands, asphalt replacement, installation of water lines, storm detention facilities, placing overhead electrical lines underground, silt fences, vehicle tracking, and a bus pad. Off -site improvements that the developer would be responsible for include the installation and maintenance of landscaping in the areas adjacent to the right of ways. RECOMMENDATION Approval of the Resolution. FINANCIAL IMPACT The sale of this property will provide for the development of vacant land into a commercial property while enhancing the site for the immediate local neighborhood. The City of Pueblo will receive $27,260 for the sale of the property. CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT entered into as of September 10, 2007 between City of Pueblo, a Municipal Corporation, 1 City Hall Place, Pueblo, Colorado, 81003 (the "Seller ") and DG Real Estate, LLC, a Colorado limited liability company (the "Buyer "), WITNESSETH: Recitals A. Seller is the owner of certain land located in Pueblo County, Colorado. B. Buyer is desirous of purchasing the land from Seller. C. Seller is willing to sell the land to Buyer upon the terms and conditions hereinafter set forth. Agreement NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, Seller and Buyer agree as follows: 1. Propertv Seller agrees to sell and Buyer agrees to purchase the unimproved land described on attached Exhibit "A" with all its appurtenances (the "Property ") on the terms and conditions set forth in this Contract. 2. Purchase Price and Terms The purchase price of the Property shall be $27,260.00 computed as follows: $65,000.00 appraised value, less $28,197.00 for extra landscaping and $9,543.00 for a one -inch water tap. The purchase price shall be paid in cash or certified funds on Closing Date contemporaneously with Buyer's receipt of the Special Warranty Deed. 3. Evidence of Title Buyer shall at its expense obtain title insurance and satisfy itself as to the condition of title to the Property. If Buyer is not satisfied with the condition of title, Buyer may terminate this Contract by written notice given to Seller within thirty (30) days from date hereof. 4. Inspection Buyer or any designee, shall have the right to have inspection of the physical condition of the Property at Buyer's expense. Buyer is responsible for and shall pay for any damage which occurs to the Property as a result of such inspection. If Buyer is not satisfied with the physical condition of the Property, Buyer may terminate this Contract by written notice given to Seller within thirty (30) days from date hereof. 5. Date of Closing Closing shall take place on September 28, 2007 or such earlier or later date and Seller and Buyer may mutually agree. The hour and place of Closing shall be as designated by Seller ("Closing Date "). 6. Transfer of Title Subject to payment of the purchase price and compliance by Buyer with the other terms and provisions hereof, Seller shall execute and deliver to Buyer a Special Warranty Deed conveying title to the Property to Buyer subject to the restrictions, reservations, covenants, easements, and conditions of record and those contained in Paragraph 14(d) through (f) of this Contract. 7. Condition of the Property Buyer agrees and acknowledges that: (a) Other than warranty of title contained in the Special Warranty Deed, Seller hereby disclaims any warranty or representation, express or implied, with respect to the Property or any aspect, portion or component of the Property, including, but not limited to: (i) the condition, nature or quality of the Property, including, but not limited to, the quality of soils on or under the Property; (ii) the fitness of the Property for any particular use; (iii) the presence or suspected presence of hazardous materials on, in, under or about the Property; (iv) the financial benefits, income, expenses, profits or losses to be achieved, derived or incurred as a result of the ownership, operation, leasing, renovating, or management of the Property; or (v) existing or proposed governmental laws or regulations applicable to the Property, or the further development or changing use thereof, including environmental laws and laws or regulations relating to zoning, land use, or buildings, or the existence of any approvals or authorizations of any kind or nature of or from any governmental authority. Seller also hereby disclaims any warranty or representation, express or implied, with respect to any surveys, reports, studies, or other documents, if any, pertaining to the Property delivered by Seller to Buyer. (b) In entering into this Contract, Buyer has not relied on any representation, statement, or warranty of Seller, other than the warranty of title contained in the special warranty deed, or anyone acting for or on behalf of Seller, and all matters concerning the Property have been or will be independently verified by Buyer. If Buyer purchases the Property, Buyer agrees that it shall have relied entirely on its own investigation, examination and inspection of the Property and all matters pertaining thereto; Buyer is purchasing the Property "AS IS" "WITH ALL ITS FAULTS" in its condition on the Closing Date. 8. Closing Costs. Documents and Services Buyer and Seller shall sign and complete all customary or required documents at or before Closing. Fees for real estate closing services, if any, shall be paid at Closing one -half by Seller and one -half by Buyer. (a) At Closing, Buyer shall furnish certified copies of Buyer's organizational documents and other documents of Buyer authorizing the acquisition of the Property, approving this Contract, authorizing the purchase of the Property contemplated hereby, and authorizing the execution and delivery of this Contract by the appropriate and authorized officers of Buyer in the name of and on behalf of Buyer. 10. Prorations General taxes for the year of Closing, if any, based on the taxes for the calendar year immediately preceding Closing, assessments, water, sewer, utility charges and other usual and customary items shall be prorated to date of Closing. 11. Possession Possession of the Property shall be delivered "AS IS" "WHERE IS" "WITH ALL ITS FAULTS" to Buyer by Seller on Closing Date. 2 12. Time of Essence/Remedies Time is of the essence hereof. Except as otherwise provided herein, if any obligation is not performed there shall be the following remedies: (a) If Buyer is in Default Except as otherwise provided in Paragraph 14 hereof, Seller shall have the right to specific performance but not to damages. (b) If Seller is in Default Except as otherwise provided in Paragraph 14 thereof, Buyer shall have the right to specific performance but not to damages. (c) Costs and Expenses Anything to the contrary in this Contract notwithstanding, in the event of litigation arising out of this Contract, the court shall award to the prevailing party all reasonable costs and expenses, including reasonable attorney fees. Venue and jurisdiction for any such litigation shall exclusively be in the Colorado District Court for Pueblo County, Colorado. 13. Representations and Warranties of Seller The Seller represents and warrants to Buyer as follows: (a) Seller has full power, capacity and authority to execute and deliver this Contract and all other documents required to be executed and delivered by Seller under this Contract and to perform its obligations hereunder. (b) This Contract has been, duly authorized, executed and delivered by Seller and constitutes, the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. 14. Representations and Warranties of Buyer Buyer represents, warrants and covenants as follows: (a) Buyer has full power, capacity and authority to execute and deliver this Contract and all other documents required to be executed and delivered by Buyer under this Contract and to perform its obligations hereunder. (b) This Contract has been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. (c) Buyer shall, at its expense, cause the Property to be combined with all the adjacent property located northwesterly of the Property in the northeast corner of the intersection of Troy Avenue and East 15 Street, Pueblo, Colorado, and subdivided prior to Closing Date in compliance with the Seller's applicable ordinances, resolutions and standards. (d) Buyer shall, within one hundred sixty (160) days from Closing Date, at its expense, install landscaping in accordance and in compliance with the landscaping plan attached hereto as Exhibit "B" within the property shown on Exhibit "B "( "Landscaping"). Buyer shall after installation of such Landscaping replace and maintain the Landscaping in good condition and repair. Exhibit `B" may be modified by mutual agreement of Seller and Buyer. (e) Buyer's obligations described in (d) above shall be binding upon Buyer and its successors and assigns, shall constitute a covenant running with the Property, and shall be enforceable by Seller for a period of fifty (50) years after the Closing Date in an action at law or in equity, including an action for specific performance and /or damages. (f) For purposes hereof, Buyer for itself and its successors and assigns waives all statutes of limitation, including but not limited to Section 38 -41 -119, C.R.S., and agrees not to assert any defense or claim based thereon or upon laches or estoppel in any action filed by Seller to enforce any or all of Buyer's obligations described in (d) above, provided, however, that any such action shall be commenced no later than six (6) years after the date of Buyer's default upon which the right of such action shall accrue. 15. Notices Any notice required or permitted to be given or delivered under this Contract shall be in writing and shall be given: (a) If to Seller, by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, addressed to: City Manager City of Pueblo 1 City Hall Place Pueblo, Colorado 81003 Telephone No. (719)553 -2655 with a copy to: Thomas E. Jagger City of Pueblo 503 N. Main, Suite 127 Pueblo, Colorado 81003 Telephone No. (719)545 -4412 (b) If to Buyer, by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, addressed to: DG Real Estate, LLC 704 Fortino Blvd., Suite D Pueblo, CO 81008 , or to such other address or person as any party may from time to time specify in a writing delivered to the other party in the manner provided in this paragraph. Notices given hereunder shall be deemed given, in the case of personal delivery, on the date delivered, in the case of delivery by mail, on the second business day after delivery to the United States Postal Service 16. Assignment This Contract shall not be assignable by Buyer without Seller's City Council's prior written consent which may be arbitrarily withheld. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. 17. Modification No subsequent modification of any of the terms of this Contract shall be valid or binding upon the parties or enforceable unless made in writing and signed by the parties. 18. Entire Contract This Contract constitutes the entire contract and agreement between the parties relating to the subject matter hereof, and any prior statements, representations or agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. 19. Captions The captions in this Contract are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Contract or any of the provisions hereof. 20. Validity If any provision of this Contract shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Contract. 21. Broker Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, loss, liability, costs and expenses (including reasonable attorneys' fees), resulting from any claims that may be made against Buyer by any broker or other person claiming a commission, fee or other compensation by reason of the transaction contemplated hereby if the same shall arise by, through or on account of Seller. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, loss, liability, costs and expenses (including reasonable attorneys' fees), resulting from any claims that may be made against Seller by any broker or other person claiming a commission, fee or other compensation by reason of the transaction contemplated hereby if the same shall arise by, through or on account of Buyer. 22. Applicable Law This Contract will be construed and enforced in accordance with the laws of the State of Colorado (without giving effect to its choice of law principles). 23. Interpretation Whenever the context so requires, the singular number shall include the plural and the plural the singular, and the use of any gender shall include all genders. 24. Survival of Representation Except for the representations of Seller contained in paragraph 13 which shall survive the Closing of the transaction contemplated hereby, no other representations or warranties of Seller, if any, in this Contract shall survive the Closing of the transaction contemplated hereby. The representations, warranties, covenants and agreements of Buyer in this Contract are and shall be construed to be covenants running with the Property, shall survive the Closing of the transaction contemplated hereby, may be enforced by Seller after Closing Date, and shall not be merged or be deemed to be merged into the Special Warranty Deed, and shall be binding upon Buyer and its successors and assigns. 25. Counterpart s . This Contract may be executed in one or more counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute but one agreement. 26. Third Parties Buyer and Seller are the only parties to this Contract and are the only parties entitled to enforce this Contract. Nothing contained in this Contract nor any provision hereof is intended to give or shall be construed to give or confer, directly or indirectly, or otherwise, upon any third party any right, remedy or benefit hereunder. IN WITNESS WHEREOF, the parties have signed this Contract as of the day and year first above written. SELLER PUEBLO, A MUNICIPAL CORPORATION CORPORATION By Presid fit of tW City Council Attest: City C k v.t..., >.f Approved as t -', - ..f. 7 BUYER DG REAL ESTATE, LLC Title: e*�AVIca 4 -- City Attom o-�we6o�n�e�x� ,��u�omN��morncad�mrec�a.M.d� 0 Exhibit A A portion of the Southeast Quarter of the Northeast Quarter of Section 29, Township 20 South, Range 64 West of the 6th Principal Meridian, also being a portion of Block 137, East Pueblo Heights Subdivision Second Filing, County of Pueblo, State of Colorado, and that portion of the vacated alley as described in Order No. 3299 lying within the boundary described below, and being more particularly described as follows: Basis of Bearings: The Centerline of Troy Avenue Between 15 and 16 Street, being monumented at both ends by a concrete monument with lead plug and brass tack in a monument box, assumed to bear N01 0 16'30"W. Commencing at the centedine monument at Troy Avenue and 15 Street, thence N44 0 09'10 "E, a distance of 42.11 feet to the southwest comer of said Block 137, also known as the southwest corner of Parcel 2 as recorded in Book 2761 at Page 941, Pueblo County, Colorado, thence on the boundary of said Parcel 2 the following two (2) courses: 1. N01 0 16'30 "W a distance of 84.94 feet; 2. N53 0 43'59 "E a distance of 24.41 feet to the point of beginning; Thence N01 0 16'30 "W a distance of 156.87 feet to a point on the northerly line of said Block 137; thence S65 0 44'08 "E, a distance of 449.69 feet to a point on the southerly right -of -way line of Colorado State Highway 50B as described in the plans for federal aid Project No. 9(4); thence S53 051'36 "E, on the southerly line of said right -of -way, a distance of 93.48 feet to a point of the easterly line of said Block 137; thence S01 "E, on the easterly line of said Block 137, a distance of 5.26 feet to the southeast corner of said Block 137; thence S88 0 44'22 "W, on the southerly line of said Block 137, a distance of 300.00 feet to the southeast corner of said Parcel 2; thence on the boundary of said Parcel 2 the following four (4) courses: 1. N01 °16'30"W a distance of 69.95 feet; 2. N61 °31'48 "W a distance of 100.74 feet; 3. S88 0 44'22 W a distance of 62.59 feet; 4. S53 a distance of 36.55 feet to the point of beginning, Containing a calculated area of 47,898 sq. feet, or 1.100 acres, more or less.