HomeMy WebLinkAbout09072Substituted Copy
December 12, 2016
ORDINANCE NO. 9072
AN ORDINANCE APPROVING AN AGREEMENT TO SELL AND
PURCHASE BETWEEN PUEBLO, A MUNICIPAL CORPORATION
AND THE PUEBLO DEVELOPMENT FOUNDATION, A
COLORADO NON-PROFIT CORPORATION, RELATING TO THE
PURCHASE OF 1 MARS PLACE, PUEBLO, CO 81001 AND
AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO
EXECUTE SAID AGREEMENT AND TRANSFERRING TWO
MILLION EIGHT HUNDRED FOURTEEN THOUSAND SEVEN
HUNDRED ONE DOLLARS ($2,814,701) FROM THE 1992-2021
SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS
FUND FOR SAID PURCHASE
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The City Council finds and determines that the expenditure of Two Million Eight Hundred
Fourteen Thousand Seven Hundred One Dollars ($2,814,701) for the purchase of 1 Mars Place,
Pueblo, CO 81001 will result in future job creating capital improvement projects and is for a public
purpose and in furtherance of a municipal function and will create employment opportunities
justifying the expenditure of public funds.
SECTION 2.
The Agreement to Sell and Purchase dated November 14, 2016 between the City and
the Pueblo Development Foundation (“PDF”) and the Special Warranty Deed, copies of which
are attached hereto and incorporated herein by this reference, having been approved as to form
by the City Attorney, are hereby approved.
SECTION 3.
The President of the City Council is hereby authorized to execute and deliver the
Agreement to Sell and Purchase and the Special Warranty Deed in the name of the City and
the City Clerk is directed to affix the seal of the City thereto and attest same.
SECTION 4.
Funds in the aggregate amount of $2,814,701 are hereby authorized to be transferred,
expended and made available out of the 1992 – 2021 Sales and Use Tax Capital Improvement
Projects Fund for the sole purpose of purchasing 1 Mars Place, Pueblo, CO 81001, authorized
herein and in the manner described in the attached Agreement. The funds hereby authorized to
be transferred and expended shall be released, disbursed and paid by the Director of Finance as
specified in the attached Agreement.
SECTION 5.
The officers and staff of the City are directed and authorized to perform any and all acts
consistent with the intent of this Ordinance and the attached Agreement to Sell and Purchase and
Special Warranty Deed which are necessary or desirable to effectuate the policies and
procedures described therein.
SECTION 6.
This Ordinance shall become effective immediately upon final passage.
INTRODUCED: November 14. 2016
BY: Ed Brown
PASSED AND APPROVED: December 12, 2016
City Clerk’s Office Item # R-2
Substituted Copy
December 12, 2016
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: December 14, 2016
TO: President Stephen G. Nawrocki and Members of City Council
VIA: Gina Dutcher, City Clerk
FROM: Sam Azad, City Manager
SUBJECT: AN ORDINANCE APPROVING AN AGREEMENT TO SELL AND PURCHASE
BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE PUEBLO
DEVELOPMENT FOUNDATION, A COLORADO NON-PROFIT CORPORATION,
RELATING TO THE PURCHASE OF 1 MARS PLACE, PUEBLO, CO 81001 AND
AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAID
AGREEMENT AND TRANSFERRING TWO MILLION EIGHT HUNDRED
FOURTEEN THOUSAND SEVEN HUNDRED ONE DOLLARS ($2,814,701)
FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT
PROJECTS FUND FOR SAID PURCHASE
SUMMARY:
Attached is an Ordinance approving and authorizing the President of City Council to sign an
Agreement to Sell and Purchase relating to the purchase of 1 Mars Place, Pueblo, Colorado
81001 (the “Property”). Under the attached agreement, the Pueblo Development Foundation
(“PDF”) has agreed to sell the Property to the City for $2.814,701.
PREVIOUS COUNCIL ACTION:
None.
BACKGROUND:
The City of Pueblo wishes to purchase the Property to add to the City’s inventory of real estate
which is available to be leased to or purchased by companies which will bring primary jobs to
Pueblo County.
FINANCIAL IMPLICATIONS:
The real property located at 1 Mars Place, Pueblo, Colorado 81001 was appraised in 2016 as
being worth $3,175,000. PDF has agreed to sell the Property to the City for $2.814,701.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If this Ordinance is not approved, PDF will remain the owner of 1 Mars Place, Pueblo, Colorado
81001.
RECOMMENDATION:
Approve the Ordinance.
Attachments:
Proposed Ordinance; Proposed Agreement to Sell and Purchase; Proposed
Special Warranty Deed; Proposed Permitted Exceptions; Proposed Personal
Property Bill of Sale
AGREEMENT TO SELL AND PURCHASE
THIS AGREEMENT is made the ► th day of December, 2016, between the Pueblo
Development Foundation, Inc., a Colorado non-profit corporation, hereinafter called the Seller
and the City of Pueblo, a Colorado Municipal corporation, and hereinafter called the Purchaser.
1. Property Defined. The Seller agrees to sell and convey and the Purchaser agrees
to purchase, all that certain plat, piece, or parcel of land, with the buildings, fixtures, personal
property and improvements thereon having the legal description of Lot 66, Pueblo Memorial
Airport Industrial Park Subdivision, Pueblo County, Colorado, more commonly known as 1
Mars Place, Pueblo, CO 81001 (the "Property") and including the machinery, equipment,
furniture, and fixtures that may be located at the Property at the time of Closing (the
"Equipment"). The Property shall be conveyed by Special Warranty Deed ("Deed") a form of
which, marked as Exhibit 1, is attached hereto and incorporated herein by reference. The
Property shall be conveyed subject to the conditions listed in Paragraph 4 of this Agreement and
the exceptions listed in Exhibit A to the Special Warranty Deed, which is also attached hereto
and incorporated herein by reference ("Permitted Exceptions"). The Equipment shall be
conveyed by a Bill of Sale, a form of which, marked as Exhibit 2, is attached hereto and
incorporated herein by this reference.
2. Purchase Price. Purchaser shall pay the total purchase price of Two Million Eight
Hundred Fourteen Thousand Seven Hundred One Dollars (U.S. $2,814,701.00)( the "Purchase
Price").
3. Payment of Purchase Price. The Purchase Price shall be payable in full at Closing
in cash, certified funds or immediately available wire transferred funds.
4. The premises are sold and are to be conveyed subject to:
(a) Zoning and subdivision regulations and resolutions of the County of
Pueblo.
(b) Encroachments if any, upon the Property or abutting property.
(c) Any statement of facts an accurate survey may show.
(d) Covenants, reservations, rights of way, easements and restrictions of record,
if any.
Purchaser acknowledges that, at Closing, it shall accept the Property subject to those items
contained in subparagraphs (a) through (d) together with other Permitted Exceptions, which
provisions shall survive the Closing and shall not be merged with the Deed.
5. Real Property Taxes. General real property taxes for tax year 2016, if any, shall
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be prorated and paid at closing to the Purchaser on the basis of the 2015 tax year. Seller
represents and warrants that it has caused the personal property taxes on the equipment for tax
year 2016 to be paid in full to the Pueblo County Treasurer prior to the execution of this
Agreement.
6. Title Matters. Title to the Real Property and Improvements shall be merchantable
in the Seller and free and clear of all liens and encumbrances except as is more particularly set
forth in Paragraph 4 hereof, in Exhibit A to the Special Warranty Deed ("Permitted
Exceptions"), and any other exception or exclusion which appear on the Title Insurance
Commitment to be furnished by Stewart Title to Purchaser. Purchaser agrees that it shall obtain
a Title Insurance Commitment (and the subsequent title insurance policy) at its expense from
Stewart Title. Seller acquired the Property on November 18, 2016 and obtained its Title
Insurance Policy from Stewart Title and hereby represents to Purchaser that it has no knowledge
of any matters affecting, or which may affect, title to the property subsequent to November 18,
2016. Each of the parties desires to expedite the closing on this matter and each agrees to
promptly review the Title Insurance Commitment and any other documents or instruments
required by Stewart Title in order to consummate and close on this transaction and each further
agrees to exercise good faith and immediate diligence in resolving any objectionable title or
other matters which may otherwise delay or prevent closing on the transaction contemplated in
this Agreement.
7. Closing Time and Place. Closing of the transaction contemplated hereby
("Closing") shall be held at the offices of Stewart Title, 1307 Fortino Blvd., Pueblo, CO 81008 at
a date and time as agreed by Seller and Purchaser. Each of the parties hereby authorizes Stewart
Title to close this transaction and each agrees to be responsible for one-half(1/2) of the closing
fee charged by Stewart Title.
8. Closing Costs. All other costs and expenses incident to this transaction and the
Closing thereof shall be paid by the party incurring same.
9. Leases. At Closing, Seller agrees to disclose, provide copies of and assign to
Purchaser, without recourse, any and all leases to the Property entered into by Seller, which are
in force and effect on the date of Closing.
10. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT,
IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT
AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR
CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY,
INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS
TO HABITABILITY, MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE,
TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE
DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL
CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION,
GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH
GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE
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PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING
SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL
ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS."
11. Seller and Purchaser agree that the provisions of Paragraphs 4, 5 and 10 shall
survive Closing and the recording of the Deed.
12. All understandings and agreements heretofore had between the parties hereto are
merged into this Agreement, which alone fully and completely expresses their agreement, and
this Agreement is entered into after full investigation, neither party relying upon any statement or
representation, not embodied in this Agreement, made by the other.
13. This Agreement may not be changed or terminated orally.
14. The stipulations in this Agreement are to apply to and bind the heirs, executors,
administrators, successors, and assigns of the respective parties.
15. If any provision of this Agreement is determined by a court of competent
jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless
remain in full force and effect.
16. Applicable Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE
GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE
STATE OF COLORADO. SELLER AND PURCHASER HEREBY IRREVOCABLY
SUBMIT TO THE JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY,
STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR
RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL
CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND
DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF
COLORADO. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS
PARAGRAPH 15 SHALL SURVIVE THE CLOSING OF THE TRANSACTION
CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE DEED
HEREUNDER. TO THE EXTENT PERMITTED BY LAW, PURCHASER AND SELLER
WAIVE THEIR RIGHTS TO A TRIAL BY JURY.
17. The provisions of this Agreement and of the documents to be executed and
delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for
the benefit of any third party, and accordingly, no third party shall have the right to enforce the
provisions of this Agreement or of the documents to be executed and delivered at Closing.
18. The following schedules or exhibits attached hereto shall be deemed to be an
integral part of this Agreement:
(a) Exhibit 1 —Form of Special Warranty Deed
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(b) Exhibit A to Special Warranty Deed entitled "Permitted Exceptions".
(c) Exhibit 2- Bill of Sale
19. The section headings appearing in this Agreement are for convenience of
reference only and not intended, to any extent and for any purpose, to limit or define the text of
any section or any subsection hereof.
20. The parties acknowledge that the parties and their counsel have reviewed and
revised this Agreement and that the normal rule of construction to the effect that any ambiguities
are to be resolved against the drafting party shall not be employed in the interpretation of this
Agreement or any exhibits or amendments hereto.
21. The waiver or failure to enforce any provision of this Agreement shall not operate
as a waiver of any future breach of any such provision or any other provision hereof.
22. Purchaser shall not record this Agreement or any short form memorandum of this
Agreement.
Executed at Pueblo, Colorado, the day and year first above written.
PURCHASER:
CITY OF PUEBLO, CO
A MUNICIPAL CORPORACT ----- .0a1.a.
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By. glir-_- r'
City ounci President Watt '
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ATTESTED BY: ,r�, ilf �°
CIT CLERK oo 'r
SELLER:
Pueblo Development Foundation, Inc.
A Colorado non-profit corporation
By: ��
Ro s ert L. Root, President
Attested By: 2,6f l Iw
Secr tary, Pueblo Development Foundation, Inc.
4
EXHIBIT 1
SPECIAL WARRANTY DEED
THIS DEED, made this th day of December, 2016 between the Pueblo
Development Foundation, a Colorado non-profit corporation (hereinafter referred to as
"Grantor") and the City of Pueblo, Colorado, a Colorado municipal corporation, whose legal
address is c/a City Manager, 1 City Hall Place,2n°Floor, Pueblo, CO 81003 (hereinafter referred
to as"Grantee"):
WITNESSESTH,that the Grantor, for and in consideration of the sum of TWO
MILLION EIGHT HUNDRED FOURTEEN THOUSAND SEVEN HUNDRED ONE
DOLLARS ($2,814,701.00), and other good and valuable consideration, 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 heirs,
successors and assigns forever, all the real property, together with improvements, if any, situate,
lying and being in Pueblo County, State of Colorado, described as Lot 66, Pueblo Memorial
Airport Industrial Park Subdivision, Pueblo County, Colorado, more commonly known as 1
Mars Place, Pueblo, CO 81001, for all purposes, together with all and singular the rights,
benefits, privileges, easements, tenements, hereditaments and appurtenances thereto 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, either in law or equity, of, in and to the above bargained premises, with the
hereditaments and appurtenances.
This conveyance is made subject to and subordinate to all easements,
reservations,restrictions,covenants,limitations,rights-of-way and conditions of record.
This conveyance is also made subject to and subordinate to those encumbrances
and exceptions (the "Permitted Exceptions") set forth on Exhibit A attached hereto and
incorporated herein and made a part hereof for all purposes.
TO HAVE AND TO HOLD the said premises, subject to the Permitted
Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs,
successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant
and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained
premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns,
against all and every person or persons claiming the whole or any part thereof, by, through or
under the Grantor.
IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor
to be effective the day and year first above written.
GRANTOR:
Pueblo Development Foundation,Inc.
a Colorado non-profit corporation
By:
Name:Robert L.Root
Title: President
STATE OF COLORADO)
) SS.
COUNTY OF PUEBLO )
The foregoing instrument was acknowledged before me on this day of December,
2016, by Robert L. Root, as President of the Pueblo Development Foundation, Inc., a Colorado
non-profit corporation.
Witness my official hand and seal.
My Commission Expires:
Notary Public
EXHIBIT A
PERMITTED EXCEPTIONS
Page 1 of 2
1. Rights or claims of parties in possession, not shown by the public records.
2. Easements, or claims of easements, not shown by the public records.
3. Any encroachment, encumbrance, violation, variation, or adverse circumstance
affecting the title that would be disclosed by an accurate and complete land
survey of the Land and not shown by the public records.
4. Any lien, or right to a lien, for services, labor or material heretofore or hereafter
furnished, imposed by law and not shown by the public records.
5. Defects, liens, encumbrances, adverse claims or other matters, if any, created,
first appearing in the public records or attaching subsequent to the Effective Date
but prior to the date the proposed Insured acquires for value of record the estate
or interest or mortgage thereon covered by this Commitment.
6. (a) Unpatented mining claims; (b) reservation or exceptions in patents or in Acts
authorizing the issuance thereof; (c) minerals of whatsoever kind, subsurface
and surface substances, in on, under, and that may be produced from the Land,
together with all rights, privileges, and immunities relating thereto, whether or not
the matters excepted under(a), (b), or(c) are shown by the Public Records or
listed in Schedule B.
7. Water rights, claims or title to water.
8. Any and all unpaid taxes and assessments and any unredeemed tax sales, taxes
for the year 2016, and subsequent years; special assessments or charges not
certified to the County Treasurer.
9. Any and all existing leases and tenancies.
10.Title to all minerals within and underlying the premises, together with all mining
and drilling rights and other rights, privileges, and other immunities relating
thereto. The Company makes no representation as to the present ownership of
any such interests. There maybe leases, grants, exceptions, or reservation of
interests that are not listed.
11.Any and all existing roads, highways, ditches, canals, reservoirs, wells, railroad
tracks, pipelines, water lines, power lines, telephone lines, and any and all
unrecorded rights of way or easements therefore.
12.Easements, restrictions, reservations, covenants, conditions, provisions and
agreements set forth and more fully described in the Quit Claim Deed recorded
July 31, 1948 in Book 1074 at Page 87 as Reception No. 189072.
EXHIBIT A
PERMITTED EXCEPTIONS
Page 2 of 2
Note: Deeds of release recorded October 11, 1984 in Book 2216 at Page 147 as
Reception No. 756615 and recorded October 9, 1985 in Book 2259 at Page 649,
as Reception No. 783687.
13.Easement to Colorado Interstate Gas Company, a Delaware corporation, its
successors or assigns, recorded February 18, 1950 in Book 1116 at Page 427 as
Reception No. 859157.
14.Right of Way Easement to Mountain States Telephone and Telegraph Company,
a Colorado corporation, recorded March 22, 1985 in Book 2235 at Page 249 as
Reception No. 767739.
15.Agreement recorded between City of Pueblo, a Municipal corporation, and
Colorado interstate Gas Company, a Delaware corporation, recorded May 6,
1987 in Book 2345 at Page 992 as Reception No. 832959.
16.Resolution No. 6094 recorded February 12, 1988 in Book 2386 at Page 95 as
Reception No. 855419.
17.Matters as depicted on the plat of Subdivision Exemption No. 91-1 recorded June
6, 1991 in Book 2545 at Page 626 as Reception No. 948949.
18.Easements, restrictions, reservations, covenants, conditions, provisions, and
agreements set forth and more fully described in the Warranty Deed recorded
September 2, 1991 in Book 2559 at Page 743 as Reception No. 756869.
19.Matters as depicted on the plat for Pueblo Memorial Airport Industrial Park
Subdivision recorded October 11, 1995 in Book 2836 at Page 665 as Reception
No. 1096136.
20.The affect, if any, of Assessments that may be levied by the Pueblo Conservancy
District, per Notice of an Order Approving the Amended Official plan for the
Pueblo Conservancy District, recorded August 1, 2007 as Reception No.
1736292 and Map recorded December 31, 2009 as Reception No. 1829096
Order for Appointment of Commissioners to Serve as Board of Appraisers and
Order Amending Previous Order recorded October 9, 2012 as Reception No.
1921465.
21.Terms and conditions set forth in Limited Use Agreement recorded in the records
of the Pueblo County Clerk and Recorder on November 18, 2016 at Reception
No. 2054071.
EXHIBIT 2
BILL OF SALE AND ASSIGNMENT
PUEBLO DEVELOPMENT FOUNDATION., a Colorado corporation ("Seller"), for and
in consideration of the sum of Ten and No/100 Dollars ($10.00) and other good and valuable
consideration to Seller in hand paid by the City of Pueblo. a Colorado Municipal corporation ("Buyer"),
the receipt and sufficiency of which are hereby acknowledged_ and pursuant to the terms of that certain
Purchase and Sale Agreement dated as of December . 2016" between Seller and Buyer (the
"Agreement"). does hereby GRANT" SELL. ASSIGN AND CONVEY, unto Buyer all of Seller's right,
title and interest in and to the "Equipment", as such term is defined in the Agreement.
TO HAVE AND TO HOLD the Equipment unto Buyer, and Buyer's successors and
assigns forever, and Seller hereby hinds itself to warrant and forever defend all and singular the Equipment
unto Buyer against every person whosoever lawfully claiming or to claim the same.
This Bill of Sale and Assignment is intended to effect the sale and transfer of the
Equipment pursuant to the Agreement and shall be subject to the terms and conditions thereof.
BUYER HEREBY ACKNOWLEDGES RECEIPT OF THE EQUIPMENT AND
FURTHER ACKNOWLEDGES AND AGREES THAT IT IS RECEIVING SUCH EQUIPMENT
"AS IS", "WHERE IS", "WITH ALL FAULTS", AND WITHOUT ANY WARRANTY OR
REPRESENTATION, EXPRESS OR IMPLIED, AS TO THE DESIGN, FITNESS, CAPACITY,
QUALITY OR ANY OTHER MATTER CONCERNING THE EQUIPMENT EXCEPT AS
EXPRESSLY SET FORTH HEREIN OR IN THE AGREEMENT. WITHOUT LIMITING THE
FOREGOING, THIS BILL OF SALE AND ASSIGNMENT IS MADE WITHOUT ANY
EXPRESS OR IMPLIED WARRANTY OF MERCHANTABILITY, HABITABILITY OR
FITNESS FOR A PARTICULAR PURPOSE, WHICH ARE HEREBY EXPRESSLY
DISCLAIMED.
IN WITNESS WHEREOF" Seller and Buyer have executed this instrument as of the
day of December, 2016.
PUEBLO DEVELOPMENT FOUNDATION
A Colorado Corporation
By:
Robert L. Root
President
CITY OF PUEBLO, CO
A Municipal Corporation
By:
Name:
Title: City Council President
Attested By:
City Clerk