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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,
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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
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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,
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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:
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(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
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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
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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
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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.