HomeMy WebLinkAbout5267RESOLUTION NO. 5267
A RESOLUTION APPROVING AN AGREEMENT BETWEEN
THE CITY OF PUEBLO, A MUNICIPAL CORPORATION
AND GEORGE ALLEN GREENHOOD AND JOYCE F.
GREENHOOD FOR THE PURCHASE OF 201 TO 203
SOUTH GRAND AVENUE, PUEBLO, COLORADO.
SECTION 1.
The Agreement For Sale and Purchase of Property dated
October 24, 1983 between the City of Pueblo, a municipal
corporation, as Purchaser, and George Allen Greenhood and
Joyce F. Greenhood, as Sellers, for the purchase by the
City of the property commonly known as 201 to 203 South
Grand Avenue, Pueblo, Colorado, for a purchase price of
$94,500.00, the original of which is on file in the office
of the City Clerk, having been approved by the City Attorney,
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 affix the seal of
the City thereto and attest same.
INTRODUCED October 24 , 1983
BY DOUGLAS L. RING
Councilman
APPROVED:
ATTEST: President the Council '��
ity Clerk
AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
Agreement made October 91 1983, between George Allen
Greenhood and Joyce F. Greenhood (herein "Seller ") and the City
of Pueblo, a municipal corporation (herein "Purchaser ").
WHEREAS, Purchaser is desirous of acquiring the real property
hereafter described and has informed Seller that it intends to
acquire said property through condemnation and has authorized,
empowered and directed the City Attorney to institute all
appropriate legal proceedings to so acquire title and possession
of said property in accordance with the Eminent Domain Laws of
the State of Colorado, and
WHEREAS, the parties desire to avoid litigation and to
arrive at agreement in lieu of condemnation, it being understood
and agreed, however, that this agreement would not have been
arrived at unless the Purchaser had threatened condemnation.
NOW, THEREFORE, the parties agree as follows:
That this agreement is arrived at under threat of condemna-
tion and in lieu thereof as follows:
1. Sale Seller 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. Fixtu 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 Seller except the personal property described in
Exhibit "B" attached hereto.
3. Purchase Price The purchase price is Ninety -Four
Thousand Five Hundred and No /100 Dollars($94,500.00) 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 Seller with
its warranties and representations contained herein.
(b) Allocation The purchase price will be allocated
to the land, building and fixtures as Seller 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 to or in possession, taxes and assessments,
except current year taxes, easements, restrictions, rights -of -way,
and reservations of record, if any.
5. Marketable Title. Good and marketable title to the
Property will be conveyed by Seller to Purchaser by warranty
deed in proper statutory form duly executed, acknowledged and
ready for recording and by bill of sale.
-2-
6. Apportionments The ad valorem taxes for the year of
sale for both real and personal property, water and sewer charges,
and other utilities will be apportioned as of the date of closing.
All special assessments, if any, shall be paid in full by Seller.
If the closing shall occur before current year taxes are fixed,
the apportionment of taxes shall be based upon the prior year
mill levy applied to the latest assessed valuation.
7. Closing The date of closing shall be as determined
by mutual agreement of Seller and Purchaser but shall be no
later than January 10, 1984. The time and place of closing
shall be designated by Purchaser.
8. Seller's Representations Seller represents and warrants:
(a) Seller has full power and authority to execute,
deliver and perform this Agreement and at closing all
acts of Seller necessary and required for such execution,
delivery and performance of this Agreement will have been
taken.
(b) There is not pending or, to the knowledge of
Seller, threatened any suit, action or proceedings against
or affecting the Seller 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 Seller, of any of the transactions contemplated
hereby or the ability of the Seller to perform its
obligations hereunder or as contemplated hereby.
-3-
(c) Seller owns 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
current year taxes and those matters otherwise specifically
excepted in paragraph 4 hereof.
(d) Purchaser shall not become liable for or obligated
to pay any broker's, finder's, consultant's fees or similar
fees in connection with the negotiation, execution or
consummation of this Agreement. All such fees, except
Purchaser's own consultant's fees or similar fees, shall
be paid by Seller.
(e) 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.
(f) Except as otherwise provided herein, the Property,
buildings, fixtures, equipment and improvements will be
conveyed at closing in their condition and state of repair
as of the date of this Agreement.
(g) Except for utility easements and otherwise as
otherwise provided herein, neither the Property or the
interests of Seller therein is limited or restricted by,
-4-
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 current year general ad valorem
taxes.
(h) The list of personal property to be furnished
under paragraph 14 is true, correct and accurate.
9. Purchaser's Representations Purchaser represents and
warrants:
(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
-5-
time of closing all acts of the Purchaser necessary for
such execution, delivery and performance of this Agreement
will have been taken.
10. Seller's Dutv to Perform. Time is of the essence hereof
and unless, at the time of closing, the following conditions are
satisfied, the Seller 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 Seller
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 Seller
shall have performed all obligations and complied with all
covenants required by this Agreement to be performed or
complied with by Seller prior to the closing date.
aC
(b) The Seller has complied with its agreements
herein to be performed by it prior to the time of closing.
(c) The Purchaser shall have received from the Seller
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 upon
written notice at any time prior to closing by Purchaser or
the Seller if there has been a material misrepresentation or
breach of warranty on the part of the other party in represen-
tations and warranties set forth in this Agreement.
13. Possession Possession of the Property shall be
delivered to Seller at closing. If Seller shall fail or refuse
to deliver possession of the Property to Purchaser at closing
Seller should be subject to eviction and be liable for a daily
rental equal to two - tenths or one percent of the purchase price
until possession is delivered.
14. Personal Property Within 45 days after execution of
this Agreement by Purchaser, Seller 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 Seller, except the personal
property described in Exhibit B, and a description of same
shall be included in the bill of sale to be delivered at
closing.
-7-
15. Title Insurance Commitme At least 45 days prior to
closing, Seller, at Purchaser's cost, 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 the purchase price, 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 current year and those matters otherwise specifically
provided in paragraph 4 hereof ( "Title Policy "). Seller will
cause the Title Policy to issue and be delivered, at Purchaser's
cost and expense, to Purchaser within 20 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 trans-
feree of the assets, Seller guarantees and warrants to Purchaser
that:
(a) All of the creditors of Seller, as of closing date,
shall be paid by Seller when their bills are due.
(b) Seller, at its own expense, shall indemnify and
hold Purchaser harmless from any claim of a creditor of
Seller, which claim arises under the Colorado Bulk Sales
Act.
17. Release Seller does hereby release and discharge
Purchaser from any and all liability or claims for incidental
damages or damages to Seller's remaining property, if any,
resulting from the purchase and acquisition of Seller's
Property hereunder.
18. Singular Includes Plural If two or more persons
constitute the Seller, the word "Seller" shall be construed
as if it read "Sellers" whenever the sense of the Agreement
so requires.
19. Risk of Loss The risk of loss or damage to the
Property or to tenants or occupants thereof or their property
by fire or other casualty is assumed by the Seller until the
delivery of possession of the Property to Purchaser.
20. Enforcement Time is of the essence hereof and 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.
21. 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.
22. 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 Seller, c/o Predovich, Ward and Banner,
727 Thatcher Building, Pueblo, Colorado, 81003.
23. 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.
24. Entire Understandings This Agreement is entered
into after full investigation, neither party relying upon any
statement or representation of the other not contained herein.
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.
25. Governing Laws This Agreement shall be governed by
and construed in accordance with the laws of the State of Colorado.
26. 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.
27. 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.
28. Execution by Purchaser Upon execution hereof by
Purchaser on or before November 1, 1983, this Agreement shall
-10-
become a contract binding upon and inuring to the benefit of Seller
and Purchaser, their heirs, personal representatives, successors
and assigns.
WITNESS THE DUE EXECUTION HEREOF, as of the day and year
first above written.
PURCHASER
City of Pueblo, a Municipal
Corporation
ATTEST:
1- k uato�- A,(-P)PJ By - A�
City(Clerk President of the City Council
Approved as to Form:
City Attor
SE SELLER
eorcK Allen
i
Joyce F. Greenhood
-11-
EXHIBIT "A"
The North 70.45 feet in width of fractional Block 45 of
that part of the present City of Pueblo, which was surveyed
and platted by H. M. Fosdick, Civil Engineer for the Probate
Judge of Pueblo County, in March 1869, Pueblo County, Colorado,
commonly known as 201 -203 S. Grand Avenue, Pueblo, Colorado.
EXHIBIT "B"
NONE.