Loading...
HomeMy WebLinkAbout5315RESOLUTION NO. 5315 A RESOLUTION APPROVING AN AGREEMENT FOR THE PURCHASE OF REAL PROPERTY AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME. (318 N. UNION) BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTIO 1. The Agreement For Sale And Purchase Of Property dated December 28, 1983 relating to the purchase by the City of the property commonly known as 318 North Union Avenue, Pueblo, Colorado from Sammy Joe Pisciotta, Esther Pisciotta and Joe Pisciotta for the purchase price of $35,000.00, the original of which is on file in the office of the City Clerk is hereby approved, SECTION 2. The President of the City Council is hereby authorized and directed to execute the Agreement for and on behalf of the City and the City Clerk is directed to attest same and affix the seal of the City thereto. INTRODUCED January 9 , 1984 BY PAUL ,J OKES Councilman APPROVED: ATTEST: 'Presidents ot City Council ity Clerk AGRF.L'1a AND ` FOR SALE A PU RCI I F', ASF OF P ROPEIRTY Agreement made Decemb 28 19 83 between Sammy Joe Pisciotta (herein "Seller ") and the City of Pueblo, a municipal corporation (herein "Purchaser "). 1. Sale Seller shall sell and convey, and the Purchaser shall purchase ali of r_ property d --scribed in Exhibit "A" attached hereto and incorporated herein located in Pueblo County, Colorado, together with all tenements, hereditaments, appurtenances, and easements thereunto belonging or appertaining, all buildings, structures, fixtures, additions and improvements thereon, and all adjacent vacated streets, alleys and public rights of way, if any (the "Property "). 2. Fixtures The term "fixtures" as used in paragraph 1 includes the plumbing, heating and air conditioning systems and all other fixtures, equipment and personal property attached or appurtenant to or used in connection with the Property or buildings thereon to the extent presently located on the Property and to the extent owned by Seller except the personal property described in Exhibit "B" attached hereto. 3. Purchase Price The purchase price is Thirty -Five Thousand and No /100ths---------- - - - - -- Dollars ($ 35,000.00 ) to be allocated and paid as follows: (a) PaaTaer.t. The purchase price will be paid in full at the time of closinnq 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 and a month to month Cos imo D. Todaro which will be terminated by Seller prior to delivery of possession of the Property to Purchaser, and, it acceptable to City, easements, restrictions, rights of way and reservations of record 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 February 1, 1984 The time and place of closing shall be designated by Purchaser. 8. Seller's Representa Seller represents and warrants: -2-- (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 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 -3- 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. IMIC (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. -5- 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 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 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 (aRxxAx)eimg4 on or before 90 days after closing 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: -7- (a) Monthly rent None (b) Termination notice None; Lease terminates 90 days after closing (c) Use Tavern and Restaurant (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. 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. 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 -10- 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 318 North Union Avenue, 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. -11- 28. Execution by Purchaser. Upon execution hereof by Purchaser on or before January 11, 1984 , 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. City of Pueblo, a Municipal Corporation ATTEST: 1- 1 z ) 2 &Z i:� By C y erk re ident of t e City Council Approved as to Form: Ci y At r� SELLER Sammy Joe' Pisciotta -12- EXHIBIT "A" Lot 6, Block 59, Hobson's Subdivision of Part of the City of Pueblo, County of Pueblo, Colorado known as 318 North Union Avenue, Pueblo, Colorado. EXIiIBIT "B" All business fixtures and equipment. Seller shall terminate the month to month Lease with Cosimo D. Todaro (Tenant) and shall remove or cause to be removed the Tenant and all business fixtures and equipment from the Property prior to date of delivery of possession of the Property to Purchaser. As to Purchaser, Seller assumes all risk of loss and damage to business fixtures and equipment while upon the Property regardless of the cause of such loss or damage.