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RESOLUTION NO. 7058
A RESOLUTION APPROVING A CONTRACT BETWEEN
PUEBLO, A MUNICIPAL CORPORATION, AND R.M.
LEASING CO. RELATING TO THE PURCHASE AND
SALE OF 226 W. FOURTH STREET AND 227 W.
THIRD STREET, PUEBLO, COLORADO, AUTHORIZING
THE PRESIDENT OF THE CITY COUNCIL TO
EXECUTE SAME, AND AUTHORIZING THE PURCHASE
PRICE THEREFOR TO BE PAID OUT OF THE 1992
SALES AND USE TAX CAPITAL IMPROVEMENT
PROJECT FUND
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Commercial Contract To Buy and Sell Real Estate between
Pueblo, a Municipal Corporation, and R.M. Leasing Co. dated
January 5, 1993 relating to the purchase and sale for a purchase
price of $250,000 the property commonly known as 226 W. Fourth
Street and 227 W. Third Street, Pueblo, Colorado (the
"Property ") (the "Contract ") , a copy of which is attached hereto,
having been approved as to form by the City Attorney, is hereby
approved.
SECTION 2.
The President of the City Council is authorized to execute
and deliver the Contract in the name and on behalf of the City and
the City Clerk is directed to affix the seal of the City thereto
and attest same.
SECTION 3.
The City Council hereby finds and determines that the
purchase of the Property by the City with the intent to make such
Property available for job creating purposes is in conformity with
Ordinance No. 5742 establishing criteria and standards for the
appropriation and expenditure of funds on deposit in the 1992
Sales And Use Tax Capital Improvement Project Fund and that the
purchase price for the Property and all costs associated with such
purchase are hereby authorized and directed to be paid out of the
1992 Sales And Use Tax Capital Improvement Project Fund.
i
INTRODUCED JANUARY 11, 1993
By HOWARD WHITLOCK
COUNCILPERSON
APPROVED:
/C;�
PRES DENT OF tHE CITY COUNCIL
-2-
COMMERCIAL CONTRACT TO BUY
AND SELL REAL ESTATE
THIS AGREEMENT, dated January 5, 1993, is between Pueblo, a municipal
corporation ( "Buyer ") and R. M. Leasing Co., a Colorado general partnership ( "Seller ").
NOW, THEREFORE, the parties hereto agree as follows:
1.
Seller owns certain real property ( "Property "), which is commonly known as
226 W. Fourth Street and 227 W. Third Street and vacated alley, located in Pueblo,
Colorado, which is more fully described in Exhibit A, a copy of which is attached hereto and
by this reference incorporated herein. The term 'Property" as used herein includes the
described real estate together with all easements and rights -of -way appurtenant thereto, all
improvements thereon, all fixtures of a permanent nature currently on the premises, and all
personal property described herein. The term "Sale" includes the sale of the Property and
all rights arising out of the use of the Property. Buyer desires to acquire the Property.
2. Bargain Purchase
Seller has had an appraisal of the Property indicating a value of at least
$480,000 but for the benefit of the City of Pueblo is willing to sell the Property at a bargain
sale. The purchase price shall be $250,000 (net to Seller subject to closing costs as noted),
which shall be payable in accordance with the provisions of paragraph 6 hereof.
3. Terms
The purchase price shall be paid as follows: $250,000 to be paid at Closing.
4. Inspection
Buyer shall have until January 11, 1993, to determine in Buyer's sole and
absolute discretion whether to purchase the Property. If it determines not to purchase such
Property and delivers Notice of Termination to Seller, this Agreement shall be null and void
and all parties shall be relieved of all obligations hereunder. Buyer's failure to deliver
Notice of Termination on or before January 11, 1993, shall constitute an automatic approval
of the Property which still shall be subject to City Council approval required under
paragraph 14 hereof. Buyer recognizes that Seller is making no representations concerning
the Property and Buyer will be receiving such Property "as is" including any environmental
matter requiring remedies which will be Buyer's sole responsibility. Seller has delivered to
Buyer an environmental report by ENSR Consulting Engineering, dated January 22, 1990,
and a previous study dated October 13, 1987 by Air Sciences, Inc. relating to an asbestos
condition on the Property. Buyer expressly assumes such condition and all expenses
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required to be undertaken in regard thereto. Buyer is responsible and shall pay for any
damage which occurs to the Property as a result of any inspections.
5. Closing
Closing shall take place at the offices of Transamerica Title Insurance Co., in
Pueblo, Colorado, within twenty (20) days after the approval of this purchase by Buyer as
provided in paragraph 14 hereof.
6. Closing Costs
All costs of closing, including such things by way of illustration as closing fees
and recording fees, shall be borne by the respective party as customarily charged with such
costs in Pueblo, Colorado, except as otherwise provided for under the terms of this
Agreement.
7. Proration
General real property taxes for the year of closing, based on the most recent
assessment and levy, shall be apportioned to date of closing. In no event shall Buyer be
charged with any taxes, whether or not a lien, on personal property, which are based on
income or unrelated to the ownership of the Property.
8. Possession
Buyer shall be placed in possession at Closing. Seller shall be liable for
eviction, including costs and attorneys' fees and daily rental of $100 until possession is
delivered.
9. Title
Title shall be conveyed to Buyer by General Warranty Deed, in accordance
with the laws of the State of Colorado, conveying a fee simple marketable title to Buyer, free
and clear of all liens and encumbrances affecting title except as may be approved in
accordance with paragraph 10.
10. Title Insurance
The title to be conveyed to Buyer shall be insured by a policy of title insurance
in the amount of the total purchase price, issued by Transamerica Title Insurance Company,
extended ALTA Owner's Policy 1970 -B, deleting all standard exceptions of Schedule B,
except 1992 and 1993 general real property taxes, insuring title in Buyer free and clear of
all liens, encumbrances and other matters affecting title, subject to building and zoning
regulations, recorded easements, restrictions, reservations, restrictive covenants, rights -of -way
and other instruments of record, which Buyer shall be deemed to have approved unless
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Buyer objects in writing to Seller on or prior to January 11, 1993. Seller shall furnish to
Buyer a current commitment for such owner's title policy with legible copies of instruments
listed in the schedule of exceptions on or before January 5, 1993. Seller will cause the title
insurance policy to be delivered to Buyer as soon as practicable after closing and pay the
premium at closing.
11. Insurance and Condemnation
In the event the Property shall be damaged by fire or other casualty prior to
Closing, in an amount of not more than ten percent (10 %) of the total purchase price, Seller
shall be obligated to repair the same before Closing. In the event such damage is not or
cannot be repaired within said time or if the damages exceed such sum, this contract may
be terminated at the option of Buyer. Should Buyer elect to carry out this contract despite
such damage, Buyer shall be entitled to all the credit for the insurance proceeds resulting
from such damage, not exceeding, however, the total purchase price. If condemnation
proceedings are commenced against the Property between the date hereof and the Closing,
this Offer shall, at Buyer's election, immediately become null and void and Buyer's payment
shall be released by Escrow Agent. If Buyer elects to accept the Property in its then
condition, all condemnation awards payable to Seller by reason of such condemnation shall
be paid by Buyer.
12. Fadure of Warranties
Seller hereby represents and warrants to Buyer, to the best of its knowledge
and belief and these representations and warranties shall survive the Closing and delivery
of the Deed to Buyer, that to the best of Seller's knowledge that now and at Closing:
a. That at the time of closing, there will be no outstanding contracts made
by Seller for any improvements, except tenant improvements to the Property, which have
not been fully paid for and that Seller shall cause to be discharged any and all liens or
encumbrances arising from any labor or material furnished prior to Closing which pertains
to the Property.
b. The Property is now owned in fee by Seller and all parties with any
ownership interests are named as Seller.
13. Syecific Performance
Time is of the essence hereof. If any payments due hereunder are not paid,
honored or tendered when due, or if any other obligation hereunder is not performed as
herein provided, there shall be the following remedies:
If Buyer is in default, Seller may elect to treat this contract as cancelled, in
which case all payments and things of value received hereunder shall be forfeited and
retained on behalf of Seller, and Seller may recover such damages as may be proper, or
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Seller may elect to treat this contract as being in full force and effect and Seller shall have
the right to specific performance or damages, or both.
If Seller is in default, Buyer may elect to treat this contract as cancelled, in
which case all payment and things of value received hereunder shall be returned and Buyer
may recover such damages as may be proper or Buyer may elect to treat this contract as
being in full force and effect and Buyer shall have the right to specific performance or
damages or both.
14. City Council Approval
This Agreement shall be subject to City Council's adoption of a resolution
authorizing this acquisition on or before January 11, 1993. If City Council has not approved
this Agreement as aforesaid, the Agreement shall terminate.
15. Closing Instructions
Within five (5) business days following Council approval, the parties shall
execute Closing instructions to Transamerica Title Insurance Company in Pueblo, Colorado
which shall incorporate the terms of this Agreement. In the event of any inconsistency
between such instructions and this Agreement, the terms of this Agreement shall prevail.
16. Further Acts
Buyer and Seller each agree to take such further action and to execute and
deliver such further documents as may be reasonably necessary in order to carry out the
purposes of this Agreement and to facilitate the use of the title insurance company.
17. Successors
All rights and obligations of Buyer and Seller under this Agreement shall inure
to the benefit of, and be binding upon, all successors and assigns of each of them.
18. Assignnnent
Buyer may, in its sole discretion, sell, transfer or assign its rights hereunder
without the consent of Seller.
19. Notices
All notices shall be in writing and shall be served by personal delivery by
deposit thereof in any mail facility maintained by the United States, postage prepaid,
certified or registered mail, return receipt requested, addressed as follows:
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010693 OS-tt
To Buver
City of Pueblo
1 City Hall Plaza
Pueblo, CO 81003
With a copy to Buyer's Attorney
Thomas Jagger
127 Thatcher Building
Pueblo, CO 81003
To Seller
R. M. Leasing Co.
% Scott Capital Corp.
Norwest Bank Building
1700 Lincoln Street
Suite 3950
Denver, CO 80203
ATTN: H. Rex Martin
With a copy to Seller's Attorney:
F. P. King
Lentz, Evans and King P.C.
1660 Lincoln Street, Suite 2900
Denver, CO 80264
All notices shall be deemed served on the date on which they are actually received,
except that Buyer's Notice of Termination of this Agreement shall be effective immediately
upon being deposited in a proper mail facility.
20. Real Estate Commission
transaction.
The Parties each represent that there are no real estate commissions on this
21. Amendment
No modification or amendment of this Agreement shall be of any force or
effect unless in writing, executed by each party hereto. To the extent that escrow, closing
or settlement instructions or similar documents are inconsistent with the terms and
conditions of the purchase and sale as contained herein, this Agreement shall control and
survive the recordation of any and all deeds.
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22. Law
This Agreement shall be interpreted in accordance with the laws of the state
of Colorado.
23. Entire Bement
This Agreement contains the entire agreement between the parties. No
promises, representation, warranty or covenant not included in this Agreement has been or
is relied upon by either party.
24. Counterparts
This Agreement may be executed in several counterparts, and as executed shall
constitute an agreement, binding on all the parties hereto, notwithstanding that all the
parties are not signatory to the original or the same counterpart.
IN WITNESS WHEREOF, the Parties have caused this Agreement to Purchase Real
Property to be executed this 5th day of January, 1993.
SELLER:
R. hC LEASING CO.,
a Colorado general partnership
PUEBLO
a municipal corporation
By: Scott Capital Corp., Managing
General Partner
By:
ce President
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01099C19tZAmm
By: Ice-
esident of' th City Council
APPROVED AS TO FORM:
City Atto ey - -
ffa
EXHIBIT A
All of that portion of
according to the-plan
County, H. M. Fosdick,
follows:
Block 33 in the Town, now City of Pueblo,
of Pueblo made for the Probate Judge of Pueblo
Engineer, in March 1869, bounded and described as
BEGINNING at the point of intersection of the South line of Fourth Street
with the East line of Court Street; thence South and along the East line
of Court Street 119.85 feet to the point of intersection of the East ling
of court street with the North line of the allay in said Block 33; thence
Easterly and along the North line of the alley in said Block 33 140.02
feet to a point; thence Northerly and parallel with the East line of
Court Streat 119.71 fact to a point in the South line of Fourtn Street;
thence Westerly and along the South line of Fourth Street 140.02 feet to
the POINT OF BEGINNG, being the same property sometimes described as Lots
6, 7 8 and the West 8 fast of Lit 5, Block 33 of tho Town, now City or
Pueblo, according to the plan of Pueblo made for the Probate Judge of
Pueblo County by H. M. Fosdick, Engineer in March 1869.
AND
Lots 9, 10 and the West 32 feet 5 inches of Lot 11, Block 33, in that
Vrrt of the present city or Pueblo whicla was surveyed and platted by H.
M. Fosdick, Civil Enqeineer for the Probate Judge of Pueblo County, March
1869.
EXCEPT those portions of Lot 11 in Judgement and Decree recorded May a
1962 in Book 1480 at Page 351 and in Deed to The City of Pueblo recorded
July 1983 in Book 2163 at Page 380.
TOGETHER WITH that portion of the alley vacated in ordinance No. 5049
recorded July 14, 1983 in Book 2163 at Page 117 and July 18, 1983 in Book
2163 at Page 303 and described as:
The West 104.36 feet of alley in Block 33 adjacent to Lots 9, 10 and the
West 16 feet 5 inches nf Lot 11, Block 33, Pueblo,
all in the County of Pueblo, State of Colorado
AMENDMENT NO. 1
TO
COMMERCIAL CONTRACT TO BUY
AND SELL REAL ESTATE
THIS AMENDMENT No. 1 to the Commercial Contract to Buy and Sell Real
Estate ( "Amendment ") effective as of January 26, 1993, by and between, Pueblo, a Municipal
Corporation ('Buyer ") and R.M. Leasing Co., a Colorado General Partnership ( "Seller ").
WITNESSETH:
WHEREAS, Buyer and Seller previously entered into a Commercial Contract to Buy
and Sell Real Estate dated January 5, 1993; and
WHEREAS, Buyer and Seller desire to amend the contract to change the date of
Closing; and
NOW, THEREFORE, the parties hereto agree as follows:
1. Article 5 of the Contract shall be amended to read in its entirety as follows:
Closing shall take place at the offices of Transamerica Title Insurance Co., in
Pueblo, Colorado, on February 9, 1993.
2. Except as specifically amended by this Amendment No. 1, the terms of the
Commercial Contract to Buy and Sell Real Estate, dated January 5, 1993, are
hereby affirmed and shall remain in full force and effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the f day of FrG2cr 1993.
SELLER:
R.M. LEASING CO.,
A Colorado General Partnership
By: Scott Capital Corp.,
Managing Gen ral Partner
By
Vice P sident
BUYER:
PUEBLO
A Municipal Corporation
Um. President of City Council
APPROVED AS TO FORM:
City Attorney
n(.
Reception *: 999008 Date:. Q2/19/1993 Tine: 836 Book: 2640 Page: 339 Chris C. Munoz
' Inst.: WD Rec Fee: 10.00 Doc Fee: 25.00 Page: 1 of 2 Pueblo Co.C1k.&Rec.
W A R R A N T Y D E E D
THIS DEED, Made this 12TH, day of FEBRUARY, 1993 between
R. M. LEASING CO., A COLORADO GENERAL PARTNERSHIP
of the County of 'Nnoee . and
State of 6610r& d,0 . , grantor, and
PUEBLO, A MUNICIPAL CORPORATION
whose legal address is ,
of the County of PUEBLO and State of COLORADO, grantees:
WITNESSETH That the grantor for and in consideration of the sum of TWO HUNDRED FIFTY
THOUSAND AND 00 /100, ($250,000.00) Dollars, the receipt and sufficiency of which is
hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents
does grant, bargain, sell, convey and confirm unto the grantee, his heirs and assigns
forever, all the real property, together with improvements, if any, situate,lying and
being in the County of PUEBLO and State of Colorado, described as follows:
SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF
also known by street and number as 226 W. 4TH STREET AND 227 W. 3RD STREET, PUEBLO,
COLORADO 81003
TOGETHER with all and singular the hereditaments and appurtenances thereto
belonging, or in anywise appertaining and the reversion and reversions, remainder and
remainders, rents, issues and profits thereof, and all the estate, right, title,
interest, claim and demand whatsoever of the grantor, either in law or equity, of in
and to the above bargained premises, with the hereditaments and appurtenances.
TO HAVE AND TO HOLD the said premises above bargained and described, with the
appurtenances, unto the grantee, his heirs and assigns forever. And the grantor, for
himself, his heirs and personal representatives, does covenant, grant, bargain, and
agree to and with the grantee, his heirs and assigns, that at the time of the
ensealing and delivery of these presents, he is well seized of the premises above
conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in
law, in fee simple, and has good right, full power and lawful authority to grant,
bargain, sell and convey the same in manner and form as aforesaid, and that the same
are free and clear from all former and other grants, bargains, sales, liens, taxes,
assessments, encumbrances and restrictions of whatever kind or nature soever, except
general taxes for 1993 and subsequent years; except easements, restrictions,
covenants, conditions, reservations and rights of way of record, if any;
001 9650 : #:: #:** DOCFFE $2
The grantor shall and will WARRANT AND FOREVER DEFEND the above- bargained premises
in the quiet and peaceable possession of the grantee, his heirs assigns, against
all and every person or persons lawfully claiming the whole or any part thereof. The
singular number shall include the plural, the plural the singular, and the use of any
gender shall be applicable to all genders.
IN WITNESS WHEREOF the grantor has executed this deed on the date set forth above.
R. M. LEASING CO., A COLORADO GENERAL
PARTNERSHIP BY S TT CAPIT #L CORP. A
COLORADO CO 196, PA&ITNER
Ll
H. REX N, P.
STATE OF
} ss. The foregoing instrument was acknowledged before me
County of Itu al- } this //tAL day of FEBRUARY, 1993
H. REX MARTIN, PRESIDENT OF SCOTT CAPITOL CORP., A COLORADO CORPORATION, PARTNER OF
)6;f R. M. LEASING CO., A COLORADO GENERAL PARTNERSHIP
a:
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RIM
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Witness my hand and official seal.
My commission expires Y'e2 (O 9 q
NOTARY PUBLI
ESCROW NO.: 7551402
DATE February 10 1993
Book: 2640 Page: 340. Chris C. Munoz
Page: 2 of 2 Pueblo Co.C1k.&Bec.
"EXHIBIT All
LEGAL DESCRIPTION
All of that portion of Block 33 in the Town, now City of Pueblo,
according to the plan of Pueblo made for the Probate Judge of Pueblo
County, H. M. Fosdick, Engineer, in March 1869, bounded and described as
follows:
BEGINNING at the point of intersection of the South line of Fourth Street
with the East line of Court Street; thence South and along the East line
of Court Street 119.85 feet to the point of intersection of the East line
of Court Street with the North line of the alley in said Block 33; thence
Easterly and along the North line of the alley in said Block 33 140.02
feet to a point; thence Northerly and parallel with the East line of
Court Street 119.71 feet to a point in the South line of Fourth Street;
thence Westerly and along the South line of Fourth Street 140.02 feet to
the POINT OF BEGINNG, being the same property sometimes described as Lots
6, 7, 8 and the West 8 feet of Lot 5, Block 33 of the Town, now City of
Pueblo, according to the plan of Pueblo made for the Probate Judge of
Pueblo County by H. M. Fosdick, Engineer in March 1869.
AND
Lots 9, 10 and the West 32 feet 5 inches of Lot 11, Block 33, in that
part of the present City of Pueblo which was surveyed and platted by H.
M. Fosdick, Civil Engeineer for the Probate Judge of Pueblo County, March
1869.
EXCEPT those portions of Lot it in Judgement and Decree recorded May 8,
1962 in Book 1480 at Page 351 and in Deed to The City of Pueblo recorded
July 18, 1983 in Book 2163 at Page 380.
TOGETHER WITH that portion of the alley vacated in Ordinance No. 5049
recorded July 14, 1983 in Book 2163 at Page 117 and July 18, 1983 in Book
2163 at Page 383 and described as:
The West 104.36 feet of alley in Block 33 adjacent to Lots 9, 10 and the
West 16 feet 5 inches of Lot 11, Block 33, Pueblo,
all in the County of Pueblo, State of Colorado
ADDITIONAL CHARGES:
RECEIPT DUE FROM BUYER 248,343.59
$250,170.00 $250,170.00
THE ABOVE DEDUCTIONS, ADJUSTMENTS, DISBURSEMENTS ARE HEREBY AUTHORIZED AND APPROVED.
PUEBLO, A MUNICIPAL CORPORATION Broker
By
BY Transa ica Titl Insurance Company
THOMAS E. JAGGERC , ATTORNEY
B
TRANSAMERICA TITLE INSURANCE COMPANY
627 North Main Street
Pueblo, CO 81003
(719) 543 -0451
Escrow Officer: PAT SALBATO
Title No. : 7551402
SR ESCROW OFFICER
Date : February 12, 1993
BUYER'S CLOSING STATEMENT
Buyer(s): PUEBLO, A MUNICIPAL CORPORATION
Setter(s): R. M. LEASING
CO., A COLORADO GENERAL
PARTNERSHIP
Property: 226 W. 4TH STREET AND 227 W. 3RD
STREET
PUEBLO, COLORADO 81003
W 8 ft Lot 5, Lot 6,7,8 Block 33
Pueblo and vacated portion alley
#723304
DEBIT CREDIT
Contract sates price
$250,000.00
PRORATIONS:
COUNTY TAXES (1992 TAXES -- $15872.38)
01/01/93 to 02/12/93
1,826.41
LENDER CHARGES:
RESERVES:
TITLE CHARGES:
CLOSING FEE--COMMERCIAL
100.00
TAX CERTIFICATES AND ASSESSORS FEE
25.00
RECORDING FEES, TRANSFER TAXES:
Warranty Deed
10.00
DOCUMENTARY FEE
25.00
RESOLUTIONS
10.00
ADDITIONAL CHARGES:
RECEIPT DUE FROM BUYER 248,343.59
$250,170.00 $250,170.00
THE ABOVE DEDUCTIONS, ADJUSTMENTS, DISBURSEMENTS ARE HEREBY AUTHORIZED AND APPROVED.
PUEBLO, A MUNICIPAL CORPORATION Broker
By
BY Transa ica Titl Insurance Company
THOMAS E. JAGGERC , ATTORNEY
B