Loading...
HomeMy WebLinkAbout2024-53 A Resolution Approving the Purchase of Real PropertyRESOLUTION NO. 53 Series of 2024 A RESOLUTION APPROVING THE PURCHASE OF REAL PROPERTY WHEREAS, (“Owner”) is the owner of certain real property located in Vail,Colorado more specifically described in the attached Exhibit A, incorporated herein and made part hereof by this reference (the “Property”); and WHEREAS, the Town wishes to purchase the Property from Owner, and Owner wishes to sell the Property to the Town, pursuant to the terms of the Purchase and Sale Agreement, attached hereto as Exhibit B (the “PSA”). NOW THEREFORE, BE IT RESOLVED BY THE TOWN COUNCIL OF THE TOWN OF VAIL, COLORADO THAT: Section 1. The Town Council hereby approves the PSA insubstantially the same form attached hereto as Exhibit A and in a form approved by the Town Attorney, authorizes the Town Manager to execute the PSA on behalf of the Town. Section 2. This Resolution shall take effect immediately upon its passage. INTRODUCED, PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Vail held this 19 th day of November, 2024. ________________________________ Travis Coggin, Mayor ATTEST: _________________________________ Stephanie Kauffman, Town Clerk PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into as of this ____ day of __________________, 2024 (the "Effective Date"), by and among the Town of Vail, a Colorado home rule municipality with an address of 75 South Frontage Road, Vail, CO 81657 (the "Town") and Jack and Joanie Carnie, individuals with an address of _________________ (collectively "Seller") (each a "Party" and collectively the "Parties"). Whereas, Seller owns the real property described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"); and Whereas, the Town wishes to purchase the Property from Seller, and Seller wishes to sell the Property to the Town, pursuant to the terms set forth in this Agreement Now, Therefore, for the consideration hereinafter set forth, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Conveyance. Pursuant to the terms and conditions of this Agreement, Seller agrees to convey, sell, transfer, and assign the Property to the Town, and the Town agrees to purchase the Property from Seller. 2. Purchase Price. Subject to the terms of this Agreement, the total purchase price for the Property is $17,631.25, to be paid by the Town at closing, in funds which comply with applicable Colorado law, including electronic transfer funds, certified check, or cashier's check, as directed by Seller. 3. Closing. a. The closing will occur on a date and time as agreed to by the Parties within 30 days of the Effective Date, at Land Title Guarantee Company (the "Closing Company"). b. The Parties shall pay their respective closing costs, and all other items required to be paid at closing. c. At closing, Seller shall deliver to the Town a special warranty deed duly in a form satisfactory to the Town and subject to statutory exceptions, executed and acknowledged by Seller, conveying good and marketable fee simple title to the Property to the Town, and such other instruments of transfer, certificates and additional documents as may be required hereunder or reasonably required by the Town. d. At closing, the Town shall deliver to the Closing Company the Purchase Price plus the Town’s closing costs, and such other documents as may be required hereunder or reasonably required by Seller. 4. Possession. Possession of the Property shall be delivered to the Town at closing. 2 5. Seller's Representations and Warranties. Seller hereby represents and warrants that the following statements are now, and will be as of the Closing date, true and correct, to the best of Seller's knowledge. a. Seller has the full right, power, and authority to transfer and convey the Property, as provided in this Agreement, and to carry out Seller's obligations under the Agreement and Seller, if not a natural person, is a corporation, partnership, limited partnership, limited liability company, or other entity validly existing and in good standing under the laws of the State of Colorado. b. Seller has not: commenced a voluntary case, or had entered against it a petition, for relief under Title 11 U.S.C., as amended (the "Bankruptcy Code") or any similar petition, order, or decree under any federal or State law or statute relative to bankruptcy, insolvency, or other relief for debtors; caused, suffered, or consented to the appointment of a receiver, trustee, administrator, conservator, liquidator, or similar official in any federal, State, or foreign judicial or non-judicial proceeding, to hold, administer, and liquidate all or substantially all of its property; or made an assignment for the benefit of creditors. c. There is no action, suit or proceeding pending, or to the best of Seller's knowledge, threatened, against or otherwise affecting Seller or the Property in any court of law or equity, or before any governmental authority, in which an adverse decision might materially impair Seller's ability to perform its obligations under this Agreement. d. There is no pending or threatened condemnation or similar proceeding affecting the Property. e. The Property is being conveyed free and clear of all service contracts, agreements, leases, and other occupancy rights. f. Seller has not received any notice of any violations of any applicable law related to the Property. g. Seller is not aware of any special assessments to be levied against the Property after its acquisition by the Town. 6. Condition of Property. The Town understands that it is purchasing the Property in its existing condition, "as is". Except for those warranties expressly set forth in this Agreement, Seller makes no warranties, representations or guarantees, either express or implied, of any kind, nature or type whatsoever. Without limiting the generality of the preceding sentence, Seller acknowledges and agrees that neither Seller, nor anyone acting for or on behalf of Seller, makes or has made any statements, promises, warranties or representations, either express or implied, with respect to the absence or presence of any hazardous substance, material or condition affecting the Property, the soil condition, geologic condition or other physical aspect of the Property or the accuracy or completeness of any reports or information pertaining to such matters. 3 7. Remedies. a.Seller's Remedies. If the closing does not occur by reason of a breach of the Town, Seller shall have the right to terminate this Agreement, which shall be Seller's exclusive remedy. b. Town's Remedies. If the closing does not occur by reason of a breach of Seller, the Town may terminate this Agreement by written notice to Seller. The Town shall have all remedies available at law or equity for such breach, including specific performance. 8. Miscellaneous. a. Entire Agreement. This Agreement contains the entire agreement of the Parties. There are no other agreements, oral or written, and this Agreement can be amended only by written agreement signed by the Parties. b. Agreement Binding. This Agreement, and the terms, covenants, and conditions herein contained, shall inure to the benefit of and be binding upon the heirs, personal representatives, successors, and assigns of the Parties. c. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail to the party at the address set forth on the first page of this Agreement. d. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Eagle County, Colorado. e. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. f. Third Parties. There are no intended third-party beneficiaries to this Agreement. g.Subject to Annual Appropriation. Consistent with Article X, § 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt, or liability beyond the current fiscal year. h. Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees. 4 i.Approval. Notwithstanding anything to the contrary herein, the Parties acknowledge that the purchase of the Property by the Town is subject to approval of the Vail Town Council at a public meeting. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date. TOWN OF VAIL, COLORADO ________________________________ Travis Coggin, Mayor ATTEST: ______________________________ Stephanie Kauffman, Town Clerk SELLER ________________________________ ________________________________ STATE OF COLORADO ) ) ss. COUNTY OF _____________ ) The foregoing instrument was subscribed, sworn to, and acknowledged before me this _______ day of ________________, 2024, by Jack Carnie and Joanie Carnie. My commission expires: (SEAL) ______________________________ Notary Public EXHIBIT A Legal Description A parcel of land being the westerly and southerly 1.00’ of Lot 2, Block 5, Bighorn Subdivision Third Addition, as recorded at Reception No. 98059 in the Office of the Clerk and Recorder, County of Eagle, State of Colorado Containing 325 square feet more or less. Carnie Parcel Exhibit A Legal Description – A parcel of land being the westerly and southerly 1.00’ of Lot 2, Block 5, Bighorn Subdivision Third Eagle,