City Council

THE CITY OF ARTESIA NEW MEXICO 511 W. Texas Avenue (575) 746-3593 Mayor PO Box 1310 (575) 746-2122 City Clerk Artesia, NM 88211-1310 (575) 746-3886 Fax AGENDA SPECIAL CITY COUNCIL MEETING August 25, 2023 1:00 p.m. City Council Chambers, City Hall 511 West Texas 1. Determination as to whether quorum present 2. Invocation and pledge of allegiance 4. Public Hearing: including consideration of final passage of any ordinance as to which proper notice has been published. A. *Consideration and approval of an ordinance approving a contract for purchase and sale of real estate location at 905 and 911 W. Main Street, Artesia, New Mexico, by the City of Artesia to WSCI LLC for the purchase price of $160,000.00. a. Staff comments b. Public comments c. City Attorney comments/questions. d. Council comments/questions e. Entertain a motion and second from Council. f. Council action i. Approve/Disapprove Ordinance 1115. B. Action as a result of the Public Hearing 5. Adjournment *Denotes material included in Council Packets or previously received material  CITY OF ARTESIA, NEW MEXICO ORDINANCE NO. ___________________ AN ORDINANCE APPROVING A CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE LOCATED AT 905 AND 911 W. MAIN STREET, ARTESIA, NEW MEXICO, BY THE CITY OF ARTESIA TO WSCI LLC FOR THE PURCHASE PRICE OF $160,000.00 WHEREAS, the City of Artesia, New Mexico (hereafter “City”) is the owner of real property located at 905 and 911 W. Main Street, Artesia, New Mexico, more particularly described as: THE SURFACE ESTATE ONLY OF: Lots 5, 7, 9, and 11, Block 26, of Artesia Improvement Company Subdivision to the City of Artesia, Eddy County, New Mexico as shown on the official plat thereof on file in the Office of the County Clerk of Eddy County, New Mexico, (hereafter “Property”); and WHEREAS, the City finds that the Property is no longer essential to any municipal purpose and the City’s and its citizens’ interests would be best served by the sale of the Property to the private sector; and WHEREAS, based upon the foregoing determination the City directed the Mayor and City Clerk/Treasurer to negotiate the sale of the property above described located at 905 and 911 W. Main Street, Artesia, New Mexico, by a private sale; and WHEREAS, the City has negotiated the sale of the above-described property to WSIC LLC for a purchase price at, or above, the appraised value of $40,000.00 per lot; and WHEREAS, unless a referendum election is held, the Ordinance authorizing the sale of the above-described property will be effective forty-five days after adoption of the Ordinance; and WHEREAS, included in this Ordinance are the following: 1. Terms of Sale: The City proposes to sell the property located at 905 and 911 W. Main Street more particularly described below for the purchase price of $160,000.00 ($40,000.00 for each of the four lots): Lots 5, 7, 9, and 11, Block 26, of Artesia Improvement Company Subdivision to the City of Artesia, Eddy County, New Mexico as shown on the official plat thereof on file in the Office of the County Clerk of Eddy County, New Mexico.  The sale of City owned Real Property must be approved by City Ordinance pursuant to NMSA Section 3-54-1 et.seq., as amended. A Contract for the Purchase and Sale of Real Property covering the terms of the sale are part of this Ordinance and are attached hereto as Exhibit I. 2. Appraised Value of the Municipally Owned Real Property: A qualified appraiser appraised the Property’s value as $40,000.00 per lot for a total of $160,000.00. 3. Purchase Price; Schedule of Payment(s): The purchase price of $160,000.00 is to be paid with an earnest money deposit (escrowed upon acceptance of the Contract for Purchase and Sale of Real Property) with the summary of payments as follows: Earnest Money Deposit: $5,000.00 Balance of Purchase Price at Closing $155,000.00 TOTAL $160,000.00 4. Purchaser of Property: WSCI LLC, a New Mexico limited liability company, 1700 10th St., Alamogordo, NM 88310. 5. Purpose of Sale: the City finds that the Property is no longer essential to any municipal purpose and the City’s and its citizens’ interests would be best served by the sale of the Property to the private sector business development. NOW THEREFORE, BE IT ORDAINED BY THE ARTESIA CITY COUNCIL, THE GOVERNING BODY OF THE CITY OF ARTESIA, EDDY COUNTY, NEW MEXICO: I. That the City of Artesia, New Mexico, hereby approved the sale of the property located at 905 and 911 W. Main St., Artesia, New Mexico, more particularly described as: THE SURFACE ESTATE ONLY OF: Lots 5, 7, 9, and 11, Block 26, of Artesia Improvement Company Subdivision to the City of Artesia, Eddy County, New Mexico as shown on the official plat thereof on file in the Office of the County Clerk of Eddy County, New Mexico. Subject to the terms and conditions in Exhibit 1,Contract for Purchase and Sale of Real Estate Between the City of Artesia, New Mexico as Seller, and WSCI LLC, a New Mexico Limited liability company, as Buyer., attached hereto and incorporated herein in this Ordinance as though fully set forth.  II. That this Ordinance has been published prior to its adoption and shall be published at least once after adoption, pursuant to Section 3-2-1,et. Seq., 3-17-3, and 3-54-1, et. seq., NMSA 1978 as amended. III. That the effective date of this Ordinance shall be forty-five days (45) days after its adoption by the Governing Body of the City of Artesia, unless a referendum election is held. IV. The Mayor of the City of Artesia and the City Clerk/Treasurer are hereby authorized and directed to do all acts and execute any closing documents and deed necessary to implement and accomplish the terms of this Ordinance. PASSED, APPROVED AND ADOPTED THIS ____ DAY OF ______________, 2023 CITY OF ARTESIA, NEW MEXICO By: ____________________________ Jon Henry, Mayor ATTEST: __________________________ Summer Valverde, City Clerk  AGREEMENT NO. A-23-________ CONTRACT FOR PURCHASE AND SALE OF REAL ESTATE BETWEEN THE CITY OF ARTESIA, NEW MEXICO, AS SELLER, AND WSCI LLC, A NEW MEXICO LIMITED LIABILITY COMPANY, AS BUYER THIS Contract for Purchase and Sale of Real Estate is entered into this ___ day of August, 2023, by and between the CITY OF ARTESIA, NEW MEXICO, a municipal corporation, as Seller (hereafter CITY or SELLER) with an address of 511 W. Texas Ave., Artesia, NM 88210, and WSCI LLC, a New Mexico limited liability company, and/or its approved assigns, as Buyer (hereafter WSCI or BUYER) with an address of 1700 10th Street, Alamogordo, NM 88310. 1. PURCHASE PRICE; EARNEST MONEY; AND PAYMENT TERMS. CITY agrees to sell to WSCI and WSCI agrees to purchase from CITY the real property described on the attached Exhibit “A” for the total purchase price of One Hundred Sixty Thousand and no/100 Dollars ($160,000.00). The purchase price shall be paid as follows: Upon the execution of this Contract for Purchase and Sale of Real Estate by the parties hereto, WSCI shall pay the sum of Five Thousand and no/100 Dollars ($5,000.00) cash as earnest money by delivering same payable to Guaranty Title New Mexico (“GTNM”), Artesia, New Mexico, to be held by GTNM pending the closing of this Contract for Purchase and Sale of Real Estate. The balance of the purchase price in the amount of One Hundred Fifty-Five Thousand Five Hundred and no/100 Dollars ($155,000.00) shall be paid by WSCI to CITY at Closing. The earnest money paid upon the execution hereof shall be held and used at Closing as a portion of the Purchase Price; PROVIDED, in the event the CITY is unable to close this sale 1 with WSCI, the earnest money shall be returned to WSCI. 2. CLOSING AGENT. Guaranty Title New Mexico, 323 W. Main Street, Artesia New Mexico 88210, is designated as the Closing Agent for the parties and this transaction, including all payments called for hereunder. CITY and WSCI shall equally divide the Closing Fees of GTNM for its services provided by it in the Closing of this Contract for Purchase and Sale of Real Estate. 3. TAXES. All ad valorem taxes shall be prorated between the parties to this Contract effective the date of Closing and WSCI shall, immediately after the closing of this sale, notify the Eddy County Assessor and render the property in WSCI’s name so all future Tax Notices will be forwarded to WSCI for the payment of same. 4. QUITCLAIM DEED WITH CONDITIONS SUBSEQUENT. At Closing, CITY shall convey the Exhibit “A” real property to WSCI, subject to the following conditions: (a) that WSCI (and its successors and assigns) shall utilize the property for a retail restaurant or food service business for a minimum term of 5 years; (b) that permitting for the construction of WSCI’s restaurant on the property be completed within 12 months after closing; and (c) that construction of WSCI’s building on the property be completed within 18 months of closing. In the event WSCI or its successors or assigns violate any of the foregoing conditions, the Subject Land shall revert to the City. In such event, (a) WSCI or its successors or assigns shall re-convey the Subject Land to the CITY, free and clear of liens and encumbrances, and (b) the CITY shall repay WSCI the purchase price for the property. 2  Notwithstanding the foregoing terms, in the event the WSCI (or its successors or assigns) propose to utilize the property for a purpose other than a retail restaurant or other food service establishment, WSCI may request the city to approve an alternative use of the property, and the CITY, in its discretion, may approve or disapprove such alternative use. In the event the CITY denies approval of such alternative use, the property shall revert to the CITY, and WSCI shall convey the property to the CITY, free and clear of liens and encumbrances, and the CITY shall repay the purchase price to WSCI. After completion of construction as is contemplated above, WSCI shall grant to the CITY the Right of First Refusal to meet any bona fide offer to purchase the property and improvement thereon from WSCI. 5. TITLE INSURANCE. At Closing, CITY, at CITY’s expense, will provide WSCI an Owner’s Title Insurance Policy in an amount not less than the full purchase price, with the Policy to include removal of standard exceptions 1, 2, 3, 4, and 5. Any additional coverage shall be paid by WSCI for such coverage. The Owner’s Policy will contain within same an exception for the Condition Subsequent set forth in Paragraph 4 of this Contract, which shall not violate the CITY’s obligation to provide an Owner’s Title Insurance Policy in an amount not less than the full purchase price, with the Policy to include removal of standard exceptions 1, 2, 3, 4, and 5. Within 5 days of the execution of this Contract, CITY shall order, at its expense, a Commitment for Title Insurance from GTNM, which shall reflect the title to the property to be merchantable in CITY’s name and subject only to reservations, restrictions, and easements of record or in open view. The Commitment for Title Insurance shall, upon GTNM’s completion 3 of same, shall be furnished both to the CITY and to WSCI. 6. INSPECTION OF PREMISES; EXISTING CONTAMINATION. WSCI and CITY have worked together with the New Mexico Ground Water Quality Bureau and Petroleum Storage Tank Bureau, both departments in the New Mexico Environment Department, and have been absolved from any responsibility for existing conditions on the Exhibit “A” property. The foregoing Bureaus have worked with both parties in the planned development of the property to lessen any exposures to hazardous waste (petroleum hydrocarbon products and/or solvent products) on the property, which exposure plan developed by the parties and Bureaus should not inhibit the intended use of the property as envisioned by WSCI and CITY. Based upon the 1) inspections and involvement by WSCI and CITY with the above New Mexico Bureaus of the New Mexico Environment Department; 2) the commitment from the foregoing Bureaus to continue to work with WSCI and CITY to maximize the use by WSCI of the Exhibit “A” property; and 3) the inspection of the property by WSCI, WSCI agrees to accept the Exhibit “A” property in an “AS IS” condition and “WITH ALL FAULTS”. WSCI further covenants and agrees that WSCI is buying the property solely upon WSCI’s own examination and judgment, and not by reason of any representation or warranty made to WSCI by CITY as to the condition, size, location, value, use allowed, future value or profitability of the lands herein sold. WSCI further releases and disclaims any liability against CTY for any claims or damages resulting from any subsequently discovered latent or non-apparent defects of any kind in the premises. 7. DEFAULT IN TERMS OF CONTRACT. If WSCI or CITY shall fail or 4 refuse to keep and perform every obligation and covenant herein contained to be kept and performed, including the payment of all sums due herein, either party may at their election pursue any remedy provided by law or equity. 8. TIME OF ESSENCE. Time is of the essence to each and all of the terms, covenants, and conditions of this Contract for Purchase and Sale of Real Estate. HOWEVER, WSCI has been informed and is aware that the parties’ Contract for Purchase and Sale of Real Estate is subject to the requirement of New Mexico law that this Sale be approved by the passage of an Ordinance approving same which requires public notice and hearing. In addition, the Ordinance, once passed, requires a public notice and hearing for approval of same and the passage of 45 days from the date of its passage 9. NOTICES. Any notices required hereunder shall be deemed given when deposited in U.S. Certified Mail, postage prepaid, return receipt requested, addressed to the parties at the addresses provided in the first paragraph of this Contract for Purchase and Sale of Real Estate. 10. BINDING ON HEIRS AND SUCCESSORS. Each and all of the terms, covenants, and conditions of this Contract for Purchase and Sale of Real Estate are binding upon the parties, their heirs, personal representatives and assigns. 11. CLOSING LOCATION/DATE AND DATE OF POSSESSION. The parties hereto are aware that New Mexico law requires that the sale or real property owned by CITY must be accomplished by the adoption of an Ordinance approving the sale. The Closing of this Contract for Purchase and Sale of Real Estate shall take place at Guaranty Title New Mexico, within 10 days of the effective date of the Ordinance passed by the governing body of the CITY, 5 which will be forty-five days after adoption of the Ordinance, unless a referendum election is held. The date of possession of the premises shall be the date of closing. 12. ADDITIONAL INSTRUMENTS. The parties shall cooperate with each other at all times for purpose of execution and delivery of all instruments or documents necessary to give full force and effect to this Contract for Purchase and Sale of Real Estate, except to the extent the same may conflict with any term or provision hereof. 13. OTHER CLOSING COSTS. Any other Closing costs not otherwise expressly mentioned herein shall be divided equally between the parties. 14. INTEGRATION. There are no oral terms not contained herein. This Contract for Purchase and Sale of Real Estate contains the sole terms of agreement between the parties pertaining to the sale of the referenced real estate and personal property and may be amended only in writing between the parties. IN WITNESS WHEREOF, the parties have placed our hands and seals the day and year first above written. SELLER CITY OF ARTESIA, NEW MEXICO By: _________________________________________ JON HENRY, Mayor Attest: ______________________________________ Summer Valverde, City Clerk BUYER WSCI LLC 6 By:__________________________________ DENNIS C. CRIMMINS, Manager Exhibit A THE FOLLOWING DESCRIBED PROPERTY LOCATED AT 905 AND 911 W. MAIN ST., ARTESIA, EDDY COUNTY, NEW MEXICO: THE SURFACE ESTATE ONLY OF: 7 Lots 5, 7, 9, and 11, Block 26, of Artesia Improvement Company Subdivision to the City of Artesia, Eddy County, New Mexico as shown on the official plat thereof on file in the Office of the County Clerk of Eddy County, New Mexico; Subject to reservations, restriction, easements of record or in open view 8