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HomeMy WebLinkAbout13328RESOLUTION NO. 13328 A RESOLUTION APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE HOUSING AUTHORITY OF THE CITY OF PUEBLO RELATING TO THE TRANSFER OF A FENIX PARK PARCEL AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Contract to Buy and Sell Real Estate dated November 9, 2015 between the City and the Housing Authority of the City of Pueblo (“HACP”) a copy of which is attached hereto and incorporated herein by this reference, 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 of Pueblo and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 3. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Resolution and the attached Contract to Buy and Sell Real Estate which are necessary or desirable to effectuate the transactions described therein. SECTION 4. This Resolution shall become effective immediately upon final passage. INTRODUCED: November 9, 2015 BY: Dennis Flores City Clerk’s Office Item # M-6 Background Paper for Proposed Resolution COUNCIL MEETING DATE: November 9, 2015 TO: President Stephen G. Nawrocki and Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk From: Scott Hobson – Planning & Community Development SUBJECT: A RESOLUTION APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE HOUSING AUTHORITY OF THE CITY OF PUEBLO RELATING TO THE TRANSFER OF A FENIX PARK PARCEL AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME SUMMARY: Attached is a Resolution approving and authorizing the President of City Council to sign a Contract to Buy and Sell Real Estate (“Contract”) with the Housing Authority of the City of Pueblo (“HACP”). The Contract authorizes the sale of a Fenix Park parcel to facilitate the expansion of the Sangre de Cristo Apartments Complex. PREVIOUS COUNCIL ACTION : None BACKGROUND : HACP has applied to the U.S. Department of Housing and Urban Development (“HUD”) for funds under the Rental Assistance Demonstration Program for the Sangre de Cristo Apartments Complex. A requirement of the grant is that HACP have site control over the location for the new apartments. This will require the transfer from the City to HACP of a Fenix Park parcel. The funding source for the construction of new apartments is the Colorado Housing Finance Administration’s Low Income Housing Tax Credit Program. FINANCIAL IMPLICATIONS : If HACP were to receive the HUD grant an appraisal would be ordered to determine the value of the Fenix Park parcel. This value would count as a contribution to the project by the City of Pueblo. BOARD/COMMISSION RECOMMENDATION : The governing board of HACP recommends approval of this Resolution. STAKEHOLDER PROCESS : Not applicable to this Resolution. ALTERNATIVES : If this Resolution is not approved, HACP’s funding from HUD would be jeopardized. RECOMMENDATION : Approval of the Resolution. AttachmentsContract to Buy and Sell Real Estate : CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT entered into as of November 9, 2015 between City of Pueblo, a Municipal Corporation, 1 City Hall Place, Pueblo, Colorado, 81003 (the "Seller") and Housing Authority of the City of Pueblo, 201 S. Victoria St., Pueblo, CO 81003 (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. Property. 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 $10.00. 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 at a time and date as Seller and Buyer may mutually agree. The hour and place of Closing shall be as designated by Seller ("Closing Date"). This Contract and Closing Date are contingent upon the Department of Housing and Urban Development's approval of Buyer's related Grant Application. 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 taxes, restrictions, reservations, covenants, easements, and conditions of record. 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. Seller hereby disclaims any and all warranties, express or implied, (except as to title as set forth in the Special Warranty Deed) including but not limited to the warranties of merchantability, habitability and fitness for a particular purposes (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. 9. 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. 10. Possession. Possession of the Property shall be delivered "AS IS" "WHERE IS" "WITH ALL ITS FAULTS" to Buyer by Seller on Closing Date. Seller shall have the right for a period of thirty (30) days after Closing Date to remove from the Property the following personal property of Seller: soccer goals, irrigation heads and irrigation controller. 11. 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: Seller shall have the right to specific performance but not to damages. (b) If Seller is in Default: 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. To the maximum extent permitted by law, each party hereby waives its right to a trial by jury. 12. 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. 13. 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. 14. 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: City Attorney City of Pueblo 1 City Hall Place, 3rd Floor Pueblo, Colorado 81003 Telephone No. (719) 562-3899 (b) If to Buyer, by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, addressed to: Ted R. Ortiviz, Executive Director Housing Authority of the City of Pueblo 201 S. Victoria Street Pueblo, CO 81003 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. 15. 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. 16. 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. 17. 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. 18. 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. 19. 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. 20. 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). 21. 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. 22. Survival of Representation. Except for the representations of Seller contained in paragraph 12 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. 23. Counterparts. 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. 24. 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: BUYER: PUEBLO, A MUNICIPAL CORPORATION HOUSING AUTHORITY OF THE CORPORATION CITY OF PU :LO By L____he, - Zi.,,,7/ 1,'�_ ity ,4.°��,�rfrfiz,,�� to \ Tae: hee)(1 ►% k. Qrf iv k • 4 G G�xe r ; farms Attest: --- w, .�. 0 ,yw,'.J.-.:.1 ity Clerk • =� LIP-' • Approved as to form: o��0 ��---� _______---- v City Attorney // Exhibit A Fenix Park Parcel A parcel of land being a part of Lot 3 Block 29, Uplands Park, according to the recorded plat thereof, said parcel being more particularly described as follows: BEGINNING at the point on the west line of Lot 3, Block 29, Uplands Park, according to the recorded plat thereof; thence N00 -00'-14" W, along the west line of said Lot 3, a distance of 296.08 feet to the northwest corner of said Lot 3; thence N 89 — 59'-44" E, a distance of 626.98 feet to the northeast corner of said Lot 3; thence S00-00'-23" E, along the east line of said Lot 3, a distance of 296.08 feet; thence S 89-59'44", parallel with the north line of said Lot 3, a distance of 626.99 feet to the POINT OF BEGINNING. Said parcel contains 185,641 square feet or more or less.