HomeMy WebLinkAbout7846RESOLUTION NO. 7846
A RESOLUTION APPROVING AN AGREEMENT CONVEYING
LAND AT PUEBLO MEMORIAL AIRPORT TO NAVAJO
SHIPPERS, INC. AND RESCINDING RESOLUTION NO. 7532
WHEREAS, Navajo Shippers, Inc. (the "Company ") has committed to locate and operate a
full services trucking terminal (the "Facility ") on approximately 12.19 acres of land at Pueblo
Memorial Airport Industrial Park (the "Land ") and to engage at the Facility one hundred thirty -one
(13 1) employees including approximately one hundred (100) drivers domiciled in Pueblo, Colorado,
and
WHEREAS, the transfer of the Land to Company subject to reconveyance to the City if the
Facility is not completed within one (1) year, and Company's reuse and development of the Land
would increase the availability of jobs and the tax base, promote the economic expansion of the City,
and be in the best interests of the City and its citizens. NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The Agreement and Warranty Deed dated April 22, 1996 between Pueblo, a Municipal
Corporation and Navajo Shippers, Inc. relating to the conveyance of 12.19 acres more or less of land
at Pueblo Memorial Airport, Pueblo County, Colorado, copies of which are attached hereto having
been approved as to form by the City Attorney, are hereby approved. The President of the City
Council is authorized to execute and deliver in the name of Pueblo the Agreement and Warranty
Deed and the City Clerk is directed to attest same and affix the seal of the City thereto.
SECTION 2.
Resolution No. 7532 is hereby repealed and the Agreement and Warranty Deed approved by
Resolution No. 7532 are hereby cancelled and terminated.
INTRODUCED: April 22, 1996
By Al Qmi1P
Councilperson
ATTEST:
City CI
APPROVED:
+Presintf the City Council
AGREEMENT
THIS AGREEMENT entered into as of April 22, 1996, between the City of Pueblo, a
Municipal Corporation (herein "City ") and Navajo Shippers, Inc., a Colorado corporation (herein
"Company "), WITNESSETH:
WHEREAS, City is the owner by conveyance from the United States Government of certain
land known as the Pueblo Memorial Airport, Pueblo County, Colorado, and
WHEREAS, it would be in the best interest of the City and in the public interest if portions
of the Airport land not required for aviation or airport use be transferred and be reused and
developed for industrial purposes, and
WHEREAS, such reuse and development of portions of the Airport industrial land would
increase the tax base and availability of jobs and promote the economic expansion of the City, and
WHEREAS, the property described herein is surplus property no longer of need or use to the
City, and
WHEREAS, Company has proposed a plan for the reuse and development of a portion of
the Airport land for industrial use.
NOW, THEREFORE, in consideration of the mutual promises and covenants contained
herein, City and Company agree as follows:
1. (a) City does hereby sell, and Company does hereby purchase upon the terms and
conditions herein, for a purchase price of $10.00 (the "Purchase Price ") payable as herein provided,
approximately 12.19 acres, more or less, of real property located at Pueblo Memorial Airport, Pueblo
County, Colorado described as Lot 63, Pueblo Memorial Airport Industrial Park Subdivision (herein
"Property "). Company acknowledges that City owns the Property subject to restrictions in the deed
to the City recorded in Book 1074, Page 87, Instrument No. 819072 of the records of the Clerk and
Recorder of Pueblo County, Colorado.
(b) The Purchase Price will be paid in full at Closing.
2. The City shall convey title to the Property by deed substantially in the form and
content of the Warranty Deed attached hereto. At Closing, the Warranty Deed will be duly executed
and acknowledged for recording.
3. The Closing of the transaction contemplated by this Agreement shall be in Pueblo,
Colorado at a time and date designated by the City, on or before October 1, 1996 (the "Closing ").
The date of Closing may be changed without amendment to this Agreement by mutual written
consent of City and Company. If the Closing does not take place on or before the date of Closing
or such later date as City and Company shall mutually agree to in writing, this Agreement shall
become null and void.
4. The Purchase and sale herein contemplated is contingent upon and subject to the
following:
(a) Receipt by Company of a standard ALTA owners title insurance policy
insuring title to the Property, or commitment therefor, satisfactory to Company. All costs and
premium for such title insurance shall be paid by Company.
(b) Prior approval of the Federal Aviation Administration (herein "FAA ") and
its issuance of all necessary Deeds of Release for the Property. City will file all required
applications and documents for FAA's approval and deed of release and will diligently pursue their
issuance.
If any of the above conditions are not complied with prior to Closing, Company may either
(i) waive the condition and close the transaction, or (ii) terminate this Agreement. In the event of
such termination, City and Company shall be released from all obligations hereunder.
5. Company represents, warrants and agrees:
(a) Company will construct and equip on the Property a full service trucking
terminal facility (the "Facility ") and will operate its Facility in a manner which will be advantageous
to the economic development of the City and County of Pueblo, Colorado. The Facility will be
constructed in accordance with plans and specifications, including parking, site development and
landscaping plans, approved by City, which approval will not be unreasonably withheld, and in
compliance with applicable federal, state and local law, regulations and codes. Company shall
complete construction and equipping the Facility within one (1) year after Closing. If Company
fails to complete construction and equipping the Facility within one (1) year after Closing, City will
have the right of re -entry for nonperformance of the condition and be entitled to a reconveyance of
the Property as described in paragraph 5 of the Warranty Deed attached hereto.
(b) Company is duly organized, validly existing and in good standing under the
laws of Colorado and authorized to do business in the State of Colorado. Company has the requisite
power and authority to execute and deliver this Agreement and the Warranty Deed attached hereto.
Upon the execution by Company, this Agreement and Warranty Deed shall be valid and legally
binding obligations of Company enforceable against Company in accordance with their terms.
(c) Company acknowledges that the primary purpose of City in entering into this
Agreement and conveying the Property to Company is the creation of jobs. Therefore, Company
represents and commits that within two (2) years after Closing, Company will engage at the Property
one hundred thirty -one (13 1) employees including approximately 100 drivers domiciled in Pueblo
or within a fifty (50) mile radius of Pueblo.
(d) Company agrees and acknowledges that City reserves the right, without any
obligation on its part to do so, to maintain and keep in repair the landing area of the airport and other
2
public areas or facilities at the Pueblo Memorial Airport and to develop, modify, change, relocate,
abandon, or improve the Pueblo Memorial Airport, or any part thereof, as it may determine in its sole
and absolute discretion, at any time, and Company further acknowledges and agrees that City has
not made, nor by any provisions of this Agreement shall City be construed to have made any
representation or warranty to the contrary relating thereto.
(e) All construction contracts for improvements on the Property shall be awarded
by Company after competitive bidding which allows qualified local contractors to reasonably
participate in the competitive bidding procedures.
(f) The Property is being conveyed and transferred by City and accepted by
Company "AS IS" and "WHERE IS." Company acknowledges and agrees City has not and does not
make any representation or warranty as to the quantity, quality, or condition of the Property, either
environmental or otherwise.
(g) Company will at its expense (i) cause all utilities and roads used or to be used
by Company on the Property to be extended to and installed upon the Property and (ii) cause all such
utilities and roads to be maintained in good repair and condition.
6. In the event of any litigation arising out of this Agreement, the court shall award to
the prevailing party its costs and reasonable attorney fees. All such litigation shall be filed in the
District Court, County of Pueblo, State of Colorado and each party submits to the jurisdiction of that
Court. Each party waives its right to a jury trial.
7. This Agreement expresses the entire understanding of the parties and supersedes any
and all prior dealings and commitments with respect to the subject matter of this Agreement and may
not be amended except in writing signed by City and Company.
8. This Agreement shall be construed in accordance with and governed by the laws of
the State of Colorado.
9. Any notices hereunder shall be sufficiently given if given personally or mailed by
first class mail, postage prepaid, addressed:
(a) if to City, City Manager, City of Pueblo, 1 City Hall Place, Pueblo, Colorado
81003, or
(b) if to the Company, 5300 East 56th Ave., Commerce City, Colorado, 80022
or to such other address as either party shall specify in written notice given to the other party.
10. Time is of the essence hereof. This Agreement shall be binding upon and inure to
the benefit of the parties and their respective successors and assigns, provided Company may not
3 �O
assign this Agreement or any interest herein. Any assignment or attempted assignment of this
Agreement by Company shall be null and void.
11. The person signing this Agreement on behalf of Company represents and warrants
that such party and Company have the requisite power and authority to enter into, execute, and
deliver this Agreement and that this Agreement is a valid and legally binding obligation of Company
enforceable against Company in accordance with its terms.
12. The covenants, representations and warranties made by each party herein shall survive
the Closing for the benefit of the other party.
13. This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original but all of which together shall constitute one and the same instrument.
Executed at Pueblo, Colorado, the day and year first above written.
[SEAL]
ATTEST:
City Cl ;tk
PUEBLO, a Municipal Corporation
B y
President of the City Council
[SEAL]
ATTEST:
Secretary
NAVAJO SHIPPERS, INC.
By zLee'ewz
President
3 \ CITY \AIRP0RT\NAVA70 \AGREEMNT.WPD 4
�#V-
Reception #: 1134805 Date: 08/09%1996 Time: C.
11_8 Ronk; 2919 Page: 255 Chris C. Munoz
Inst: WD R Fee: 30.00 D Fee: 0.00 SC: 1.00 Pg: 1 of F, Pueblo CnXlk, &Rec,
WARRANTY DEED
THIS DEED, made this day of , 1996 by and between Pueblo, a
Municipal Corporation (herein "City ") and Navajo Shippers, Inc., a Colorado corporation (herein
"Company "), WITNESSETH:
That City for and in consideration of the sum of $10.00 and other good and valuable
consideration to City in hand paid by the Company, the receipt whereof is hereby confessed and
acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain,
sell, convey and confirm unto the Company, its successors and assigns forever, all the real property
situate, lying and being at Pueblo Memorial Airport, County of Pueblo, State of Colorado, more
particularly described in as Lot 63, Pueblo Memorial Airport Industrial Park Subdivision (herein
"Property), with all its appurtenances, and warrant the title to the same, subject to easements, rights
of way, restrictions and reservations of record and easements for existing utilities, sanitary sewer,
water, irrigation and natural gas lines on, over or under the Property and to the following covenants,
conditions, and restrictions which are and shall be construed to be covenants running with the land
described herein and binding upon the Company, its successors and assigns and inuring to the benefit
of the City, its successors and assigns.
1. City reserves unto itself and its successors and assigns, for use and benefit of the
public, a right of flight for the passage of aircraft in the airspace above the surface of the Property,
together with the right to cause in the airspace above the surface of the Property such noise as be
inherent in the operation of any aircraft now known or hereafter used for navigation of or flight in
said airspace, and for use of the airspace above the surface of the Property for landing on, taking off
L,
Rook: 2919 Page: 256 Chris C. Huno2
Paqe: 2 of 6 Pueblo ro.Clk. &Rec.
from, or operation on or over the Pueblo Memorial Airport.
2. Company expressly agrees for itself, its successors and assigns to restrict the height
of structures, objects of natural growth and other obstructions on the Property, to a height of not
more than 4,684 feet above the mean sea level. In the event this covenant is breached, City reserves
the right to enter upon the Property at the expense of the Company to remove the offending structure
or object and to cut the offending growth.
3. Company expressly agrees for itself, its successors and assigns, that it will prevent
any use of the Property which would interfere with landing or taking off of aircraft at the Pueblo
Memorial Airport, or otherwise constitute an airport hazard.
4. The Property and its use are further subject to the following Restrictive Covenants:
(a) The Property may be used only for full service trucking terminal or industrial
and manufacturing facilities and incidental office uses. The Property shall not be used for smelting
or plating operations, or for the storage or processing of putrescible materials, or for any purpose
or business which constitutes a nuisance, or which exceeds the state air pollution control standards
for the facility. Gasoline or diesel fuel used in connection with the business conducted on the
Property but not for sale at retail or wholesale may be stored on the Property in an environmentally
sound manner.
(b) Outdoor storage shall not be permitted except for storage of equipment used
in the facility. Parking areas for vehicles and roads on the Property shall be paved.
(c) The Property shall not be subdivided and no building or structure over sixty
(60) feet in height shall be installed or constructed on the Property.
(d) No structure or building shall be constructed or installed nearer than seventy -
five (75) feet of the right of way line of United Avenue, or twenty -five (25) feet of the right of way
line of any other abutting streets. There must be installed and maintained a minimum thirty -five
(35) foot strip of living landscaped ground along and adjacent to United Avenue, and twenty -five
(25) feet adjacent to other abutting streets. Minimum side yards set -backs shall be twenty -five (25)
feet,. Vehicular access from the Property to United Avenue is prohibited.
(e) Company shall keep and maintain the Property and all buildings, landscaping
and 'improvements located thereon in a good, clean, safe and orderly condition free of waste,
-2- s.
Book: 2919 Page: 257 Chris C. Hluno2
Page: 3 of 5 Pueblo Co.Clli. &Rec.
debris and trash, and enclose and screen from public view all outside storage and unsightly areas of
the Property.
(f) Company shall comply with notifications and review requirements of the
Federal Aviation Administration prior to the construction, modification or alteration of any building
or structure on the Property.
(g) Company shall, at its own expense, cause all utilities and roads used or to be
used on the Property to be extended from adjacent streets, installed on the Property, and kept and
maintained in good order and condition.
(h) Company shall pay to City a combined service fee for services and facilities
now furnished by City at the Pueblo Memorial Airport, namely: public street maintenance, fire
protection, and street lighting based upon $295.00 per acre per annum payable monthly for each acre
of land conveyed to Company hereunder. City may, from time to time, reduce or eliminate any or
all of the services or facilities presently being furnished and may modify, increase, or decrease the
annual combined service fee provided (i) such services and fee shall be non - discriminatory among
other tenants and owners of land at Pueblo Memorial Airport receiving such services and facilities,
and (ii) such fee shall be reasonable in relation to City's actual cost and expense of furnishing the
services and facilities then being furnished. City's cost may include the cost of capital improvements
amortized over the useful life of the improvements. Waste water discharged from the Property is
transported to and treated at City's waste water treatment facilities, Company and the waste water
so transported and treated are subject to the same restrictions, limitations, conditions, fees, and
charges as other users of City's sanitary sewer system and facilities. Company shall only discharge
domestic waste water into the City's sanitary sewer system.
(i) Company shall provide for storm water drainage which shall include the
construction and installation of storm water detention facilities on the Property. The detention
facility shall be capable of storing the developed on -site runoff from a 100 -year frequency storm.
The maximum release rate from the detention facility at the ponding depth corresponding to the 10-
year volume shall be .30 cfs /acre and 1.00 cfs /acre for the 100 -year ponding depth. All calculations
and details shall conform with the City of Pueblo Storm Drainage Criteria Manual. The point of
discharge from the detention facility shall be at a location approved by the Director of Public Works.
0) Before commencing the construction, installation or alteration of any building,
structure, parking facility, outdoor sign, or other permanent improvement, or landscaping on the
Property, the Company shall submit to and have approved by the City in writing the site plans and
plans and specifications therefor. City's approval will not be unreasonably withheld. In the event
the City or its designated representatives shall fail to approve or disapprove such plans and
specifications within twenty-five (25) working days after they have been submitted to the City, such
approval will not be required and this covenant will be deemed to have been complied with.
Company shall use its best efforts to assure that all buildings constructed on the Property will be
architecturally and aesthetically compatible with buildings constructed at the Pueblo Memorial
Book: 2919 Page: 258 Chris C, Huno?
Page: 4 of 6 Pueblo Co,Clk, &ReC,
Airport industrial park since 1985. All buildings, improvements and activities on the Property shall
be constructed and conducted in compliance with all applicable federal, state and local law,
regulations, and codes.
(k) City reserves the right to waive all or any part of these Restrictive Covenants.
5. This Warranty Deed and conveyance of the Property to Company are made upon the
express condition that Company will construct and equip on the Property a full service trucking
terminal facility (the "Facility ") within one (1) year after the date of this Warranty Deed. If
Company does not substantially construct and equip the Facility on the Property within one (1) year
after the date of this Warranty Deed, City will have the right of re -entry for nonperformance of the
condition and will be entitled to a reconveyance of the Property and delivery of exclusive possession
thereto. In that event, Company's reconveyance and delivery of exclusive possession to City of the
Property will be conveyed by Special Warranty Deed and will be free and clear of all claims, liens
and encumbrances which would be enforceable against the Property and which are attributable to
the acts or omissions of Company or those claiming through Company. The one (1) year period
specified above may be extended by instrument duly executed and acknowledged by Company and
City and recorded in the records of the Pueblo County Clerk and Recorder.
6. At the request of City, Company shall meet and in good faith confer with City
concerning the annexation of the Property to the City when the Pueblo Memorial Airport, or any part
thereof, including without limitation, the Property becomes eligible for annexation.
7. Invalidation of any one of the foregoing covenants, conditions, restrictions or
reservations by judgment or court order or otherwise shall not affect any of the other of said
covenants, reservations, restrictions or conditions which shall remain in full force and effect.
8. City shall have the right to enforce the restrictions, covenants and conditions hereof
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Book: 2919 Page: 259 Chris C. Munoz
Page: 5 of h Pueblo Co.Clk. &Rec.
by injunction or other lawful procedure and to recover damages, costs, expenses, including
reasonable attorney fees, resulting from any violation thereof or arising out of their enforcement.
4(cL]. NAVAJO SHIPPERS, INC.
�- .. By
�T d� President
Secretary.
c 4 e //0 4 PUEBLO, A MUNICIPAL CORPORATION
o
J
J : By c.`'
Presi t of the City Council
F
P, L1y -
CITY AND COUNTY OF DENVER )
ss.
STATE OF COLORADO )
The foregoing instrument was acknowledged before me this day of
1996 by �- as President and �..�,� (� {;, s as Secretary
of Navajo Shippers, Inc., a oi-acto corporation.
Witness my hand and official seal.
k z
`sti.: _ t 1VI� commission expires: " � '
r 4
COUNTY OF PUEBLO )
) ss.
STATE OF COLORADO )
otary Public
The fore oing instrument was acknowledged before me this ��day of U ,
1996 by �_(j . /�<c5 i c. as President of the City Council and
as City Clerk of Pueblo, Colorado, a Municipal Corporation.
-5-
Book: 2 Page. 260- Chris C, Munoz
Paige: 6 of 6 Pueblo Co.Clk.&Rec.
Witness my hand and official seal.
y commission expires:
L
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Public
on