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HomeMy WebLinkAbout5317RESOLUTION NO. 5:317_ A RESOLUTION APPROVING AN AGREEMENT FOR THE PURCHASE OF REAL PROPERTY AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME. (409 E. 5TH ST.) BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1. The Agreement For Sale and Purchase of Property dated January 9, 1984 relating to the purchase by the City of the proloerty commonly known as 409 East 5th Street, Pueblo, Colorado from BRB, a General Partnership for the purchase price of $206,750.00, the original of which is on file in the office of the City Clerk is hereby approved, SE'CTIOPI 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 MIKE OCCHIATO Councilman APPROVED: W 17 i President of the City Council ATTEST: City cleric AGREEMENT FOR SALE AND PURCHASE OF PROPERTY Agreement made January 9, 1984, between BRB, a general partnership (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 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 Two Hundred Six Thousand Seven Hundred Fifty and No /100ths Dollars ($206,750.00) 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 and if acceptable to City, restrictions, easements, reservations and rights of way 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 March 1, 1984. The time and place of closing shall be designated by Purchaser. 8. Seller's Representations Seller represents and warrants: -2- (a) deliver acts of deliver taken. (b) Seller has full and perform this Seller necessary V 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) 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. -3- (e) There are no encroachments on the Property. (f) 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. (g) 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. -4- 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 -5- 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, (ii) title Commitment, (iii) Pueblo County Treasurer's certificate of personal and real estate taxes and special assessments on the 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 on or before October 1, 1984. If possession is to be delivered after closing, Seller and Purchaser will at time of closing enter into a lease of the Property which will include the following terms and conditions: (a) Monthly rent: None. (b) Termination notice: None, Lease to expire October 1, 1984. (c) Use: Lumber yard and business. (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 and the Property, if any. (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. Title Insurance Commitment At least 30 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 =C 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. 15. 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. 16. 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 ME of Seller's Property hereunder and Seller agrees to indemnify and hold harmless Purchaser therefrom. 17. 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. 18. 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. 19. 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. 20. 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. 21. 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, at c/o Arlo Beamon, Post Office Box 795, Pueblo, Colorado, 81002. 22. 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. 23. 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. 24. Governing Laws This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. 25. 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. 26. 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. 27. 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 -10- Seller and Purchaser, their heirs, personal representatives, successors and assigns. WITNESS THE DUE EXECUTION HEREOF, as of the day and year first above written. ATTEST: Ci Clerk Approved as to Form: City Attor PURCHASER City of Pueblo, a Municipal Corporation By ent o City ouncil SELLER BRB, a j GenieXal Partner IN By Part r By Partner Br Partner -11- EXHIBIT "A" The subject property consists of the SOCO Manufacturing Co. located at and known as 409 East 5th Street, Pueblo, Colorado, and legally described as follows: All of fractional Block 7 lying East of the Denver & Rio Grande Western Railroad right of way except the East 44 feet of said fractional Block 7, all in East Pueblo, Pueblo, Colorado, according to the recorded plat thereof, except railroad rights of way and except a strip 24.55 feet in width along the north side of said fractional Block 7 as indicated on plat, lying East of the Denver and Rio Grande Railroad right of way. Also, all of Lots 2, 3, and 4 and Lots 13, 14, and 15, inclusive in fractional Block 6, East Pueblo, Pueblo, Colorado, according to the recorded plat thereof, except Railroad rights of way, all being in Pueblo County, Colorado. EXHIBIT "B" All fixtures and equipment now located on or hereafter placed on the Property by Seller.