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RESOLUTION NO. 5290
A RESOLUTION APPROVING AN AGREEMENT BETWEEN
PUEBLO, A MUNICIPAL CORPORATION AND THE
SALVATION ARMY, A CALIFORNIA CORPORATION FOR
THE PURCHASE OF 110 E. 4th STREET, PUEBLO,
COLORADO
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO,
that:
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The Agreement For Sale And Purchase Of Property dated
December 12, 1983 between Pueblo, a Municipal Corporation and
The Salvation Army, a California Corporation relating to the
purchase and sale of 110 E. 4th Street, Pueblo, Colorado for
a purchase price of $76,000.00, copies of which are on file
in the City Clerk's Office, having been approved by the City
Attorney, is hereby approved.
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The President of the City Council is hereby authorized
and directed to execute said Agreement for and on behalf of
the City and the City Clerk is directed to affix the seal of
the City thereto and attest same.
ATTEST:
INTRODUCED: December 12 , 1983
By ISAAC C. DURAN
Councilman
APPROVED:
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CitT Clerk President of the City Council
AGREEMENT FOR SALE AND PURCHASE OF PROPERTY
Agreement made December 12 , 19 8 3 , between
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THE SALVATION ARMY A CALIFORNIA CORPORATION
(herein "Seller ") and the City of Pueblo, a municipal corporation
(herein "Purchaser ").
1. Sale Seller shall sell and convey, and the Purchaser
shall purchase all of real property described in Exhibit "A"
attached hereto and incorporated herein located in Pueblo County,
Colorado, together with all tenements, hereditaments,,appurtenances,
and easements thereunto belonging or appertaining, all buildings,
structures, fixtures, additions and improvements thereon, and all
adjacent vacated streets, alleys and public rights of way, if any
(the "Property ").
2. Fixtures The term "fixtures" as used in paragraph 1
(a) Payment The purchase price will be paid in full
at the time of closing subject to compliance by Seller with
includes the plumbing, heating and air conditioning systems and
all other fixtures, equipment and personal property attached or
appurtenant to or used in connection with the Property or buildings
thereon to the extent presently located on the Property and to
the extent owned by Seller except the personal property described
in Exhibit "B" attached hereto.
3. Purchase Price The purchase price is Se - Six
thousand and no/ 100---------------- -- -- -- -- --- - Dollars ($ 76, 000.00 )
to be allocated and paid as follows:
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 assessment:
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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.
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 December 31 1983
. The time and place of
closing shall be designated by Purchaser.
B. Seller's Representations Seller represents and warrants:
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(a)
deliver
acts of
deliver
taken.
(b)
Seller has full
and perform this
Seller necessary
y and performance
There is not pe
power and authority to execute,
Agreement and at closing all
and required for such execution,
of this Agreement will have been
nding 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.
(c) Seller owns and at closing will convey to Purchaser
0
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) No notice or requests have been received by the
Seller 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 by the Seller
at its expense prior to closing.
(e) To the knowledge of Seller, the Property and its
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present use do not violate any provision of any applicable
building or fire code, federal or state environment or
pollution control law, or any other governmental statutes,
rules, ordinances, orders, or regulations. Seller does
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, consultant's fees or similar
fees in connection with the negotiation, execution or
consummation of this Agreement. All such fees shall be
paid by Seller.
(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.
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(j) 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.
(k) Except as otherwise provided herein, neither the
Property or the interests of Seller 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 current year general ad valorem
taxes.
(1) The list of personal property to be furnished
under paragraph 14 is true, correct and accurate.
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9.
warrants:
Purchaser's Representations
Purchaser represents and
(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. Seller's Duty 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
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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.
(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). (on or before * )
If possession is to be delivered after closing, Seller and
Purchaser will at time of closing enter into a month to month
lease of the Property which will include the following terms
and conditions:
*December 31, 1983 or to be negotiated, and /or, agreeable to both parties if
additional time is required.
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(a) Monthly rent See preceding paragraph 13, page 7
(b) Termination notice
(c) Use
(d) Seller maintain public liability insurance and
indemnify and save harmless Purchaser.
(e) Seller pay all charges for utilities and taxes
on Seller's property.
(f) No sublease or assignment without written consent
of Purchaser.
(g) Seller maintain and keep in good repair the
Property.
(h) Customary default and holdover provisions.
(i) Such other provisions as Seller and Purchaser
shall mutually agree upon.
If Seller shall fail or refuse to deliver possession of
the Property to Purchaser at closing or such other time as
specified herein, 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 20 days after execution of
this Agreement by Seller, 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.
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15. Title Insurance Commitment At least 15 days prior to
closing, Seller 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, assess-
ments 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 its 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.
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17. Release Seller, for itself, its tenants and occupants
of the Property, if any, does hereby release and discharge
Purchaser from any and all liability or claims for relocation
payments, incidental damages, or damages to Seller's remaining
property, if any, resulting from the purchase and acquisition
of Seller's Property hereunder and Seller agrees to indemnify
and hold harmless Purchaser therefrom.
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
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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, at the Salvation Army, 110 E. 4th. ,
23. menses 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.
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28. Execution by Purchaser Upon execution hereof by
Purchaser on or before 7 5, Iffy , this
Agreement shall 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.
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City of Pueblo, a Municipal
Corporation
ATTEST:
By
Ci y Clerk P e ident o f ity Council
Ap roved as to Form:
City Attorney
SELLER
THE SALVATION ARMY r _ ' i o is Corporati
(SEAL) wti
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THE SALVATION ARMY, C LIF. CORP.
(SEAL) b
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EXHIBIT "A"
Lots 7 and 8 in Block 21, Pueblo, located in the City and
County of Pueblo, Colorado.
aka 110 E. 4th
• EXHIBIT "B"
ALL MOVABLE CHATTELS ARE TO REMAIN IN SELLERS POSSESSION.
THE SALVATION ARMY
WESTERN TERRITORIAL HEADQUARTERS
RANCHO PALOS VERDES, CALIFORNIA
RESOLUTION TO SELL
At a meeting of the Board of Directors of The Salvation Army, a
Corporation organized and existing under and by virtue of the laws
of the State of California, the following resolution was adopted:
RESOLVED That The Salvation Army, a religious and charitable
Corporation, organized and existing under the laws of the State of
California sell that certain tract or parcel of land situated in
the City of Pueblo, County of Pueblo, State of Colorado, known and
described as follows, to wit:
Lots 7 and 8 and vacated portion of alley in Block 21, Pueblo,
Colorado.
BE IT FURTHER RESOLVED: That Will Pratt or James Osborne,
Vice - Presidents, and Glenn Austin or Robert Tobin, Secretary and
Assistant Secretary of this corporation be and they are hereby
authorized in the name of and for, and as the act and deed of The
Salvation Army, to execute documents as are necessary or proper in
connection with the negotiations and sale of said property.
I, Glenn Austin, Secretary of The Salvation Army, a California
Corporation, do hereby certify that the above and foregoing is a
true and correct copy of a resolution passed by the Board of
Directors of The Salvation Army at a meeting of said Board of
Directors at which a quorum was present, duly called and held on
the fourteenth day of December, 1983.
IN WITNESS WHEREOF: I have here unto set my hand and affixed the
seal of said Corporation this fourteenth day of December, 1983.
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