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HomeMy WebLinkAbout7941RESOLUTION NO. 7941 A RESOLUTION APPROVING AN ADDENDUM TO THE MODIFIED MANAGEMENT AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND THE GREENWAY AND NATURE CENTER OF PUEBLO RELATING TO THE MANAGEMENT OF THE NATURE CENTER AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME. BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1: The Addendum No. 1 dated January 1, 1996 between the Greenway & Nature Center of Pueblo, Inc. and Pueblo, a Municipal Corporation, relating to the Management of the Nature Center located on a portion of the "Honor Farm" property, 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 hereby authorized and directed to execute said 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. ATTEST, APPROVED: Pres dent of the Council City Cler INTRODUCED: August 26 . 1996 BY Charles Jones Councilperson STATE OF COLORADO DIVISION OF PARKS AND OUTDOOR RECREATION LAKE PUEBLO STATE PARK 640 Reservoir Road REC E I V E L 0 Pueblo, Colorado 81005 "" Phone (719) 561 -9320 Fax (719) 564 -9455 W15,96 Friday, August 09, 1996 Mr. Rich Zajac Director of Parks & Recreation 800 Goodnight Avenue Pueblo, CO. 81005 Dear Rich: I have reviewed the enclosed proposed Management Agreement between the City of Pueblo and the Greenway and Nature Center of Pueblo for use of a portion of the Honor Farm property. I find the proposed Management Agreement to be in compliance with the lease agreement between the City of Pueblo and the State. Please accept this letter as State approval of this agreement per the lease agreement between the City and the State. If you need further information or have any questions please contact me at (719) 561- 9320. Sincerely, Michael French Park Manager CC: Dave Giger, Region Manager Larry Framer, Asst. Region Manager Roy Romer perks tit oecseanw. Governor Department Laurie A. Mathews Director/ Colorado State Parks I have reviewed the enclosed proposed Management Agreement between the City of Pueblo and the Greenway and Nature Center of Pueblo for use of a portion of the Honor Farm property. I find the proposed Management Agreement to be in compliance with the lease agreement between the City of Pueblo and the State. Please accept this letter as State approval of this agreement per the lease agreement between the City and the State. If you need further information or have any questions please contact me at (719) 561- 9320. Sincerely, Michael French Park Manager CC: Dave Giger, Region Manager Larry Framer, Asst. Region Manager THIS ADDENDUM NO. 1 entered into as of January 1, 1996 between the City of Pueblo, a Municipal Corporation (the "City ") and the Greenway and Nature Center of Pueblo, Inc., a Colorado nonprofit corporation (the "Center "), WITNESSETH: RECITALS: A. City, as Lessee and the State of Colorado, Department of Corrections, as Lessor entered into a Lease gated June 24, 1974 for land located in Pueblo County, Colorado commonly known as the Honor Farm (the " 1974 Lease "). B. City and Center entered into a Modified Management Agreement dated January 25, 1993 (the "Management Agreement "). C. Included as part of the leased premises under the Management Agreement were certain parcels of the Honor Farm described in Exhibits A and C (parcels A -3, A -4, A -5 and A -6 only) to the Management Agreement including all improvements which then existed or were thereafter constructed thereon (the "Property "). D. Pursuant to Section 3.1 of the Management Agreement the Management Agreement with respect to the Property terminated upon termination of the 1974 Lease. E. The 1974 Lease terminated effective December 31, 1995. F. City as Lessee and the State of Colorado, acting by and through the Department of Natural Resources for the use and benefit of the Board of Parks and Outdoor Recreation, as Lessor (the "State ") entered into a new lease of the Honor Farm dated April 10, 1995 (the "1995 Lease "). AGREEMENT In consideration of the foregoing recitals and mutual covenants contained herein, City and Center agree as follows: 1. The term of the Management Agreement with respect to the Property is extended to 12:00 o'clock noon on the 1st day of July, 2004. 2. The Management Agreement and this Addendum No. 1 and all terms, covenants and conditions therein and the use of the Property are in all respects subject and subordinate to the terms, covenants and conditions of the 1995 Lease. Center acknowledges that it has received a copy of the 1995 Lease, has read the same, and understands its contents. 3. If the 1995 Lease is terminated for any reason, this Addendum No. i and the Management Agreement with respect to the Property shall terminate effective the date of termination of the 1995 Lease. 4. Center shall use and develop the Property in accordance with the Master Plan described in Section 6.1 of the Management Agreement, provided, however, that the Master Plan shall conform to and be consistent with the City's Management Plan for the Honor Farm approved by the State pursuant to the provisions of the 1995 Lease. 5. Center shall not construct or install any building or improvement of a permanent nature on the Property, nor raze, remove, structurally change or substantially modify any building, structure or improvement on the Property without receiving approval thereof by the City as required by the Management Agreement and by the State as required by the provisions of the 1995 Lease. 6. In the operation, use and development of the Property, Center shall comply with the 1995 Lease and all applicable federal, state and local environmental waste laws, ordinances and regulations. 7. If the presence of Hazardous Materials on the Property caused or permitted by Center or the activities conducted on the Property by Center results in contamination of the Property, then Center shall be responsible to remove, clean up and remediate such contamination and Center shall indemnify, defend and hold the City and State harmless from all claims, judgments, damages, penalties, fines, costs, liabilities or losses, including all expenses and reasonable attorney fees which arise, directly or indirectly, during or after the expiration or termination of the Management Agreement as a result of such contamination or the failure of Center to comply with applicable federal, state and local environmental and hazardous waste laws, ordinances and regulations. The term "Hazardous Material" includes, without limitation, any material or substance that is (1) defined or designated as a "hazardous substance," "hazardous waste" or a "regulated substance" under applicable state or federal law or regulation, (ii) petroleum products, or (iii) asbestos. 8. Center acknowledges and agrees that City makes no warranties or representations whatsoever with respect to the condition of the Property environmental or otherwise. Center acknowledges that it has had the opportunity to inspect the Property and agrees to take possession and use of the Property in its present condition "AS IS." 9. Center shall not in the use or operation of the Property or activities conducted thereon discriminate on the basis of race, color, creed, national origin, handicap, sex or age. 10. All fees and charges received for the use of the Property or activities conducted thereon shall be used in the operation and development of the Property, and Center shall submit to City at least annually an accounting of the revenues from such fees and charges including their expenditures. 11. Notwithstanding any provision of the Management Agreement or this Addendum No. 1 to the contrary, no term or condition of the Management Agreement or this Addendum No. 1 shall -2- be construed or interpreted as a waiver, either express or implied, of any immunities, rights, benefits or protection provided or available to City under applicable law including without limitation those provided and available to City under the Colorado Governmental Immunity Act, §24 -10 -101, et seq. C.R.S., as amended or as may be amended. The parties understand and agree that the City's and its officers', agents' and employees' liability for claims for injury to persons or property is controlled and limited by the provisions of §24 -10 -101, et seq., C.R.S. as amended or as may be amended. Any provision of the Management Agreement or this Addendum No. 1, whether or not incorporated herein by reference, shall be controlled, limited and otherwise modified so as to limit any liability of the City, its officers, agents and employees to the above cited law. 12. Nothing in the Management Agreement nor in this Addendum No. 1, expressed or implied, is intended nor shall be construed to confer upon, or give to, any person or entity other than the City, State or Center any right, remedy, or claim under or by reason of the Management Agreement or this Addendum No. 1 or any covenant, condition or provision thereof, and all covenants, conditions, provisions and agreements contained in the Management Agreement or this Addendum No. 1 by or on behalf of City or Center shall be for the exclusive and sole benefit of City, State and Center. 13. All water rights and all right, title and interest in and to all minerals, ores, sand and gravel, metals of any kind and character, coal, asphalt, oil, gas, or like substances, in, on or under the leased premises described in the Management Agreement including the Property together with the right of surface entry thereto, have been reserved by the City and the State and are not part of the leased premises described in the Management Agreement including the Property. 14. In the event of any litigation arising out of this Addendum No. 1 or the Management Agreement, the court shall award to the prevailing party all costs and expenses including reasonable expert witness and attorney fees. 15. The persons signing this Addendum No. 1 on behalf of Center, represent and warrant that they and Center are authorized to execute and deliver this Addendum No. 1 and this Addendum No. 1 constitutes the valid and legally binding obligation of Center and is enforceable against Center in accordance with its terms. 16. Time is of the essence hereof. This Addendum No. 1 shall be construed in accordance with Colorado law and be binding upon and inure to the benefit of the parties and their respective successors and approved assigns. 17. No amendment to this Addendum No. 1 shall be effective unless in writing and signed by all of the parties hereto. 18. Center shall not assign this Addendum No. 1 nor the Management Agreement with respect to the Property except in conformity with the provisions of Section VIII of the Management Agreement. -3- 19. Notwithstanding the approval and execution of this Addendum No. 1 by the City and Center, this Addendum No. 1 shall not be effective until approved by State pursuant to the 1995 Lease. 20. The Management Agreement as amended by this Addendum No. 1 shall remain in full force and effect. In the event of a conflict between any provision of this Addendum No. 1 and any provision of the Management Agreement, the provisions of this Addendum No. I shall control to the extent of such conflict. Executed at Pueblo, Colorado as of the day and year first above written. PUEBLO, A MUNICIPAL CORPORATION ATT EST: E t . z_ City Cler Presid t of the City GREENWAY AND NATURE CENTER OF PUEBLO, INC. a ATTES ~' By Sec etary resi -4- A parcel in the ES of the NA of Sec. 33, and in the ES of SW% of Sec. 28, T -20 -5, R -65 -W, described as follows: Beginning at the W -1/8 corner of said Sec. 33 & 28; thence S 01 28 W, a distance of 205.48 feet to true point of beginning; thence continuing S 01 28' -43" W, a distance of 414.80 feet; thence S 79 31' -49" E, a distance of 264.98 feet; thence S 68 19' -58" E a distance of 150.63 feet; thence N 89 28' -42" E, a distance of 263.98 feet; thence N 0 48' -13" E, a distance of 287.62 feet; thence N 89 11' -47" W a distance of 179 feet; thence N 0 48' -13" E a distance of 200 feet; thence S 89 11' -47" E a distance of 179 feet; thence N 0 -13" E a distance of 383.50 feet; thence S 74 42' -10" W, a distance of 278.16 feet; thence S 9 07' -47" E, a distance of 299.99 feet; thence N 88 07' -43" W, a distance of 445.60 feet to point of beginning. Said parcel contains 8.80 acres. A1S0 A parcel in the ES of the MA of Sec. 33, T -20 -S, R -65 -11, described as follows: Beginning at the W 71/8 corner of said Sec. 33; thence S 01 20' -43" W,'a diutanc:e of 31.35 feet; thence N 74 42' -10" E, a distance of 685.70 feet; thence S 0 40' -13" W a distance of 503.50 feet; thence N 46 55' -13" E a distance of 41.69 feet to the true point of beginning; thence H 0 -13" E a distance of 91.15 feet; thence N 86 22' -08" E a distance of 338.80 feet; thence N 87 59' -11" E a distance. of 200.15 feet; thence N 02 19'01" E a distance of 199.92 feet; thence S 25 42' -11" E a distance of 79.55 foot; thence S 3 28' -21" S•1 a distance of 126.10 feet; thence S 37 00' -35" W a distance of 61.83 foot; thence S 56 54' -02" 1.1 a distance of 206.47 fact; thence S 40 56' -36" W a distance of 77.81 foot; thence S 59 -01 W a distance of 49.93 feet; thence S 66 0 15' -53" W a distance of 97.20 feet; thence N 74 -57" W a distance of 67.63 feet; thence 14 36 41' -42" W a distance of 65.97 feet; thence N 69 41' -53" W a distance of 244.03 feet; thence 11 11 42' -01" S•1 a distance of 105.07 feet to the point of beginning. Contain. 0 5.93 acres. - EXHIBIT A �� '~/ ` sxnznzT °c"