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HomeMy WebLinkAbout5167y RESOLUTION NO. 5167 A RESOLUTION APPROVING AN AGREEMENT FOR THE PURCHASE OF REAL PROPERTY AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME. BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1. The Agreement For Sale and Purchase Of Property dated June 13, 1983 relating to the purchase by the City of the property commonly known as the Kress Building for a purchase price of $225,000, the original of which is on file in the office of the Citv Clerk, is hereby approved. SECTION 2. The President of the City Council is hereby authorized and directed to execute the Agreement for and on behalf of the City and the City Clerk is directed to attest same and affix the seal of the City thereto. INTRODUCED June 13 , 1983. By REIMAR VON KALBEN Councilman APPROWED : ATTEST: President of the Council ity Cle AGREEMENT FOR SALE AND PURCHASE OF PROPERTY Agreement made June 13, 1983, between W. T. Evans and James Berry Craddock dba Craddock Development Company of E1 Paso County, Colorado (herein "Sellers ") and the City of Pueblo, a municipal corporation (herein "Purchaser "). 1. Sale. Sellers shall sell and convey, and the Purchaser shall purchase all of real property described in Exhibit "A" attached hereto and incorporated herein located in Pueblo County, Colorado, together with all tenements, hereditaments, appurtenances, and easements thereunto belonging or appertaining, all buildings, structures, fixtures, additions and improvements thereon, and all adjacent vacated streets, alleys and public rights of way, if any (the "Property "). 2. Fixtures. The term "fixtures" as used in paragraph 1 includes the plumbing, heating and air conditioning systems and all other fixtures, equipment and personal property attached or appurtenant to or used in connection with the Property or buildings thereon to the extent presently located on the Property and to the extent owned by Sellers. 3. Purchase Price The purchase price is Two Hundred and Twenty -Five Thousand Dollars ($225,000.00) to be allocated and paid as follows: (a) Payment The purchase price will be paid in full at the time of closing subject to compliance by Sellers with their warranties and representations contained herein. (b) Allocation The purchase price will be allocated to the land, building and fixtures as Sellers shall determine at time of closing; provided, such allocation must be approved by Purchaser, which approval will not be unreasonably withheld. 4. Liens and Encumbrances The Property is sold and will be conveyed free of all liens, charges, encumbrances, equities of any nature, rights of parties in possession, taxes and assessments, except the 1983 ad valorem taxes as provided herein. 5. Marketable Title Good and marketable title to the Property will be conveyed by Sellers to Purchaser by warranty deed in proper statutory form duly executed, acknowledged and ready for recording and bill of sale. 6. Apportionments The 1983 ad valorem taxes, both real and personal property, (based upon the 1982 assessed valuation and the 1982 mill levy), water and sewer charges, and other utilities will be apportioned as of the date of closing. 7. Closing The date of closing shall be as determined by mutual agreement of Sellers and Purchaser but shall be no later than July 12, 1983. The time and place of closing shall be designated by Purchaser and Purchaser will take reasonable actions to be able to close prior to July 12, 1983. 8. Sellers' Representations Sellers represent and warrant: (a) Sellers have full power and authority to execute, deliver and perform this Agreement and at closing all acts of Sellers necessary and required for such execution, -2- delivery and performance of this Agreement will have been taken. (b) There is not pending or, to the knowledge of Sellers, threatened any suit, action or proceedings against or affect- ing the Sellers or the Property before or by any court, arbitrator, administrative agency or other governmental authority that materially and adversely affect the validity, as to the Sellers, of any of the transactions contemplated hereby or the ability of the Sellers to perform their obligations hereunder or as contemplated hereby. (c) Sellers own and at closing will convey to Purchaser good and marketable title to the Property free of all liens, charges, encumbrances, equities of any nature, rights of parties in possession, taxes and assessments, except the 1983 ad valorem taxes. (d) No notice or requests have been received by the Sellers from any insurance company issuing any policy of insurance covering the Property requesting the performance of any work with respect to the Property which has not been fully complied with. Any such notices or requests received prior to closing shall be fully complied with the Sellers at their expense prior to closing. (e) To the knowledge of Sellers, the Property and its present use do not violate any provision of any applicable building or fire code, federal or state environment or -3- pollution control law, or any other governmental statutes, rules, ordinances, orders, or regulations. Sellers do not warrant that, were the improvements to be constructed or reconstructed at the present time, they would comply with current codes and regulations. (f) The land included in the description of the Property is contiguous, and all public utilities required for the use and operation of the Property either enter the Property through adjoining public streets or if they pass through private lands they do so in accordance with valid easements. (g) The buildings and other structures upon the Property are entirely within the boundary lines of the Property, there are no encroachments thereon. (h) Purchaser shall not become liable for or obligated to pay any broker's, finder's or consultant's fees in connection with the negotiation, execution or consummation of this Agreement. All such fees shall be paid by Sellers. (i) At the time of closing, the Property shall not have been materially or adversely affected in any way as a result of fire, explosion, earthquake, accident, casualty, requisition or other taking of property by governmental authority, flood, windstorm, riots or acts of God or the public enemy. (j) Except as otherwise provided herein, the Property, -4- buildings, fixtures, equipment and improvements will be conveyed at closing in their condition and state of repair as of the date of this Agreement. (k) Neither the Property or the interests of Sellers therein is limited or restricted by, or subject to, any of the following: (i) Rights or claims of parties in possession whether or not shown by the public records. (ii) Easements, or claims of easements, whether or not shown by the public records. (iii) Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose whether or not shown by the public records. (iv) Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law whether or not shown by the public records. (v) Taxes due and payable, any tax, special assessments, charge or lien imposed for water or sewer service, except 1983 general ad valorem taxes. (1) The list of personal property to be furnished under paragraph 14 is true, correct and accurate. 9. Purchaser's Representations Purchaser represents and warrants: -5- (a) The Purchaser is a municipal corporation duly organized, existing and in good standing under the laws of the State of Colorado. (b) The Purchaser has full power and authority to execute, deliver and perform this Agreement and at the time of closing all acts of the Purchaser necessary for such execution, delivery and performance of this Agreement will have been taken. 10. Sellers' Duty to Perform Time is of the essence hereof and unless, at the time of closing, the following conditions are satisfied, the Sellers shall not be obligated to make this sale, transfer and conveyance provided herein to be made by them or otherwise to effectuate their part of the purchase and sale herein provided: (a) The representations and warranties set forth in paragraph 9 herein are, on the date hereof and as of the time of closing, correct, subject to any change permitted herein or any action approved by the ,Purchaser. (b) The Purchaser has complied with its agreements to be performed herein by it prior to the time of closing. 11. Purchaser's Duty to Perform Time is of the essence hereof and unless, at the time of closing, the following conditions are satisfied, the Purchaser shall not be obligated to pay the consideration as provided for herein or otherwise to effectuate its part of the purchase and sale herein provided: (a) The representations and warranties of the Sellers contained herein shall be true in all respects as of the time of closing as though such representations and warranties were then made in exactly the same language and the Sellers shall have performed all obligations and complied with all covenants required by this Agreement to be performed or complied with by Sellers prior to the closing date. (b) The Sellers have complied with their agreements herein to be performed by it prior to the time of closing. (c) The Purchaser shall have received from the Sellers the (i) warranty deed and bill of sale, (ii) title commitment, (iii) Pueblo County Treasurer's certificate of personal and real estate taxes and special assessments on the Property, and (iv) complete list of personal property. 12. Termination This Agreement may be terminated at any time prior to closing: (a) By Purchaser or the Sellers if there has been a material misrepresentation or breach of warranty on the part of the other party or parties in representations and warranties set forth in this Agreement. (b) In the event of unilateral termination of this Agreement by either the Purchaser or the Sellers as provided in (a) above, written notice shall forthwith be given to the other party. 13. Possession. Possession of the Property shall be delivered -7- to Purchaser at the time of closing. If Sellers shall fail to deliver possession at closing, Sellers shall be subject to eviction and be liable for a daily rental of $100.00 until possession is delivered. 14. Personal Property Within 20 days after execution of this Agreement by Sellers, Sellers will deliver to Purchaser a complete list of all chattels, fixtures and equipment located on the Property or used in connection with the Property or buildings thereon and owned by Sellers and a description of same shall be included in the bill of sale to be delivered at closing. 15. Title Insurance Commitment At least 10 days prior to closing, Sellers will deliver to Purchaser a commitment for a policy of title insurance ( "Commitment "), agreeing to issue to Purchaser, upon the recording of the warranty deed to Purchaser covering the Property, an ALTA owner's policy of title insurance for the Property in the amount of $225,000.00, in form and content acceptable to counsel for the Purchaser, insuring marketable title to the Property in Purchaser, without exceptions or exclusions, free and clear of all liens, charges, encumbrances, equities of any nature, rights of parties in possession, assessments and taxes, except taxes for the year in which the transaction contemplated hereby is closed ( "Title Policy "). Sellers will cause the Title Policy to issue and be delivered, at their cost and expense, to Purchaser within 20 IM days after closing. 16. Bulk Sales Act No provision is made in this Agreement for compliance with the Colorado Bulk Sales Act, in lieu of compliance with such act, and for the protection of the transferee of the assets, Sellers' guarantee and warrant to Purchaser that: (a) All of the creditors of Sellers, as of closing date, shall be paid by Sellers when their bills are due. (b) Sellers, at their own expense, shall indemnify and hold Purchaser harmless from any claim of a creditor of Sellers, which claim arises under the Colorado Bulk Sales Act. 17. Enforcement This Agreement may be specifically enforced. In the event of any litigation arising out of this Agreement, the Court may award to the prevailing party all reasonable costs and expenses, including attorney's fees. 18. Survival of Representations The respective repre- sentations, warranties, covenants and agreements of the parties hereto or any instrument delivered or to be delivered hereunder shall survive the time of closing. 19. Notice Any notice, request, instruction or other document to be given hereunder by any party hereto to the other shall be in writing and shall be delivered personally or sent by certified mail, postage prepaid; if to Purchaser, addressed to it at 1 City Hall Place, Pueblo, Colorado, 81003, Attention: City Manager; and if to Sellers, at 301 Garden of the Gods Road, Colorado Springs, Colorado, 80907. 20. Expenses Each party hereto shall separately bear its expenses incurred in connection with this Agreement and in connection with all things required to be done by each hereunder. 21. Entire Understandings This Agreement contains the entire understanding of the parties hereto relating to the subject matter herein contained and this Agreement cannot be changed or terminated orally. 22. Governing Laws This Agreement shall be governed by and construed in accordance with the internal laws of the State of Colorado. 23. Recording For the convenience of the parties hereto and to facilitate the filing and recording of this Agreement, it may be executed in one or more counterparts, each of which shall be deemed to be an original, but all of which shall constitute one and the same Agreement. 24. No Benefit to Third Parties Nothing herein expressed or implied is intended or shall be construed to confer upon or give any person, firm or corporation, other than the parties hereto, any rights or remedies under or by reason hereof. 25. Execution by Sellers If Sellers do not execute this Agreement and deliver an executed copy thereof to Purchaser on or before Monday, June 20, 1983, this Agreement shall be void -10- and of no effect and Purchaser shall be released from all obligations thereunder. 26. Broker's Fees. Sellers shall pay to The Edmunds Co., 305 North Santa Fe, Pueblo, Colorado (herein "Broker ") out of the sale proceeds a broker's fee of $6,750.00 and in con- sideration thereof Broker releases and discharges Sellers and Purchaser from any and all further claims for fees or expenses. WITNESS THE DUE EXECUTION HEREOF, as of the day and year first above written. ATTEST: "Pity Clerk Approved as to Form: s City Wotn6y W.T. Evans City of Pueblo, a Municipal Co tion By /MresEclefit of the City Council SELLERS APPROVED: mes Beri`y Crad ock d /1,T /a addock Constr ction Company The E d o. BY , 14 , , e o A, PURCHASER -11- EXHIBIT "A" Am an 7'iOed 8n ' alf C0 OSSe�=wi'ere'lOS A part of the South one -half of Block 33, in that part of the present City of Pueblo which was surveyed and platted by H.M. Fosdick, Civil Engineer for the Probate Judge of said Pueblo County, in March 1869, as shown by the recorded plat thereof, more particularly described as follows: Beginning at the Southeast corner of the said Block 33; thence West along the South line of the said Block 33 a distance of 154.22 feet; thence North and parallel to the East line of the said Block 33 a distance of 70.72 feet; thence East and parallel to the South line of the said Block 33 a distance of 154.22 feet to a point on the East line of the said Block 33; thence South along the East line of the said Block 33 a distance of 70.72 feet to the point of beginning. These premises are sometimes described as: The S. 70.72 feet of Lots 16, 15 and 14 and the S. 70.72 feet of the portion of Lot 13, which lies E. of a line parallel with and 154.22 feet West of the Easterly line of said Lot 16, all in Block 33, in the original Town of Pueblo, now part of the consolidated City of Pueblo, according to the recorded plat of said Town prepared by H. M. Fosdick, Civil Engineer, for the Probate Judge of said Pueblo County, in March 1869, being in Pueblo County, Colorado.