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HomeMy WebLinkAbout6051RESOLUTIOQ NO. 6051 A RESOLUTION APPROVING AN AGREEMENT FOR SALE AND PURCHASE OF PROPERTY BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND McCORMACK CORPORATION RELATING TO THE PURCHASE OF APPROXIMATELY FOUR ACRES OF LAND AND SWIMMING POOL AND AUTIORIZING 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 12, 1987 between McCormack Corporation as Seller and The City of Pueblo, a 'Municipal Corporation as Purchaser for the sale and purchase of approximately four (4) acres of land and swimming pool for the purchase price of $60,000.00, a copy of which is on file in the office of the City Clerk and incorporated herein, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized and directed to execute the Agreement for and on behalf of the City. SECTION 2 The amount of $60,000.00 for the purchase of said property shall be transferred from Account No. 02 -1982 -1042 to Account No. 02 -1987 -2005. INTRODUCED: June 22, 1987 By DOUGLAS L. RING Councilman ATTEST: APPROVE C Clerk Pre dent of the City Council r' AGREEMENT FOR SALE AND PURCHASE OF PROPERTY Agreement made June 12, 1987, between McCormack 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, appurte- nances, and easements thereunto belonging or appertaining, all buildings, swimming pools, 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 or swimming pools thereon to the extent presently located on the Property and all warranties relating thereto. 3. Purchase Price. The purchase price is Sixty Thousand and No /100 Dollars ($60,000.00) to be paid in full at the time of closing subject to compliance by Seller with its warranties and representations contained herein. 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. 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 with warranty of title. 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 k,vx ear_ levy applied to the l,KteWt assessed valuation. 7. Closing. The date of closing shall be determined by mutual agreement of Seller and Purchaser but shall be no later than July 31, 1987. 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 -2- 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. (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 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) 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 -3- 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, requisi- tion or other taking of property by governmental authority, flood, windstorm, riots or acts of God. (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 nor 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. -4- (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. 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 -5- 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 insurance 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 accept- able to Purchaser. (d) Purchaser shall have examined or caused to be examined the Property including swimming pool and personal property and the condition thereof is satisfactory tc M: Purchaser. 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 representations 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 of $100.00 per day. 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 swimming pools and buildings thereon, 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 market- able 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, -7- assessments and taxes, except current year ( "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 com- pliance with such act, and for the protection of the transferee 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. 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 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 representa- tions, warranties, covenants and agreements of the parties hereto or any instrument delivered or to be delivered hereunder shall survive the time of closing. WIM 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 Country Club Corners, 1702 Highway 50 West, Pueblo, Colorado, 81008. 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 Agree- ment 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 June 25, 1987, 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. ATTES : , ALAAM A Ci 'Clerk APPROVED AS TO FORM: y Attorn [- Ll ..-_ .Secretary nrtnnuA cc n CITY OF PUEBLO, A MUNIC L CORPORATION By 7 Pr ident of e ity Cou it SELLER McCORMACK CORPORATION ; :. //_ .- -10- IL COMMONWEALTH LAND TITLE INSURANCE COMPANY A Reliance Group Holdings Company File No. 98 617 6 EXHIBIT "A" Policy No. SCHEDULE A, LEGAL DESCRIPTION, ITEM 4 A parcel of land being a portion of the NEI of the SE} of Section 11, Township 20 South, Range 65 West of the 6th Principal Meridian, being more particularly described as follows; Beginning at the Northeast corner of Lot 1, Block 4 of Outlook Subdivision, Filing No.-9, according to the recorded plat thereof, as filed for record May 2, 1979, said point also being on the South right -of -way line of Ridge Drive in Skyling Park, Filing No. 1, according to the recorded plat thereof, filed for record November 20, 1979; thence along the South boundary of said Sk Park, Filing No. 1, N 61 51' 03" E, a distance of 286.00 feet to a point on the Southwest boundary of Eagleridge, First Filing, according to the recorded plat thereof, filed for record September 27, 1982; thence along the boundary of said Eagleridge, First Filing, the following three (3) courses: 1. Alon the arc of a curve to the left whose center bears N 28 08' 57" W, and whose radius is 390.00 feet, a distance of 43.72 feet; 2. N 55° 25' 40" E. a distance of 106.47 feet; 3. S 34° 34' 20" E, a distance of 374.33 feet; thence S 55° 25' 40" W, a distance of 329.19 feet; thence S 78° 23' 00" W, a distance of 181.20 feet to a point on the Northeast boundary of said Outlook Subdivision, Filing No. 9; thence northerly along the boundary of said Outlook Subdivision, Filing No. 9 the following (5) courses: 1. N 14° 50' 54" W, a distance of feet; 2. N 20° 09' 23" W, a distance of 89.82 feet; 3. N 25° 08' 31" W, a distance of 78.93 feet; 4. N 27 48' 41" W, a distance of 11.44 feet; 5. N 28° 08' 57" W. a distance of 134.86 feet, to the Point of Beginning. FORM 2002 (Continuation) ORIGINAL EAGLER I D GE POOL PERSONAL PROPERTY IT= 1) One fire extinguisher - Lobby 2) One black secretarial swivel chair 3) Miscellaneous plexiglass signs - pool open, closed, rules, etc. 4) Four red 30 gallon plastic trash containers with lids 5) Miscellaneous door stops - wood and rubber 6) One 20 gallon brown trash container 7) Two wall mount soap dispensers Two wall mount paper towell holders 8) Approximately 100 feet garden hose and two sprinklers 9) One white flip -top 2 gallon garbage pail 10) Two brown shower curtains 11) One badminton set - 4 rackets and net 12) Two life saving rings 13) One sprinkler turn key 14) One solar cover - wading pool 15) Four metal frame wood top picnic tables 16) One green canvas winter pool cover - main pool 17) One vacuum hose, 3 sections vacuum tubing, 2 brushes 18) Two debris screens 19) One floating deep water divider 20) One diving board 21) Two bags soda ash - 100 lbs, one open 22) Two 100 lb. buckets calcium chlorite, one approximately z full 23) 12 5 gallon buckets schocker 24) One pool volleyball and net set 25) One solar cover main pool with dollies 26) One pool test kit 27) One first aid kit 28) One portable fan - lobby 29) One floor wet mop Two grass brooms One dust pan Miscellaneous waste baskets Dixie cups