HomeMy WebLinkAbout8445RESOLUTION NO. 8445
A RESOLUTION APPROVING AN AGREEMENT BETWEEN
PUEBLO, A MUNICIPAL CORPORATION AND FLEXIBLE
FOAM, INC. AND MOELLER LAND AND CATTLE COMPANY
RELATING TO A JOB CREATING CAPITAL IMPROVEMENT
PROJECT AND AUTHORIZING THE TRANSFER OF LAND
AND THE EXPENDITURE OF $150,000 THEREFOR FROM THE
1992 -2001 SALES AND USE TAX CAPITAL IMPROVEMENT
PROJECTS FUND
WHEREAS, Flexible Foam, Inc. and Moeller Land and Cattle Company have expressed a
willingness to locate its business activities at the Pueblo Memorial Airport Industrial Park and has
committed to employ fifty (50) full time employees, and
WHEREAS, Flexible Foam, Inc. and Moeller Land and Cattle Company through the Pueblo
Economic Development Corporation has made application for funds from the 1992 -2001 Sales and
Use Capital Improvement Projects Fund and conveyance of land at Pueblo Memorial Airport
Industrial Park, and
WHEREAS, the land requested to be conveyed is surplus to the City's needs, and
WHEREAS, the City Council is willing to approve such application for funds upon the terms
and conditions set forth herein; NOW, THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The City Council does hereby find and determine that Flexible Foam, Inc. and Moeller Land
and Cattle Company's application for funds meets and complies with the criteria and standards
established by Ordinance No. 5742 and will create employment opportunities justifying the
expenditure of public funds.
SECTION 2
The Agreement dated May 27, 1998 between Pueblo, a municipal corporation and Flexible
Foam, Inc. and Moeller Land and Cattle Company and Warranty Deed attached thereto 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 the Agreement and Warranty Deed in the name of the City and
the City Clerk is authorized and directed to affix the seal of the City thereto and attest same.
SECTION 3
Funds in an amount of $150,000 are hereby authorized to be expended and made available
to Flexible Foam, Inc. and Moeller Land and Cattle Company out of the 1992 -2001 Sales and Use
Tax Capital Improvement Projects Fund for the sole purpose of reimbursing it for the cost of the job
creating capital improvement project described in the attached Agreement. The funds hereby
authorized to be expended shall be released and paid by the Director of Finance to or for the benefit
of Flexible Foam, Inc. and Moeller Land and Cattle Company after receipt (i) by the City Clerk of
the documents required to be filed pursuant to paragraph 2(a) of the Agreement and (ii) by the
Director of Finance of written requests for payment required by paragraph 2(c) of the Agreement.
SECTION 4
This Resolution shall become effective upon final passage.
ATTEST:
INTRODUCED: June 22, 1998
By Bob Schilling
Councilperson
APPROVED:
President of e City ouncil
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June 22, 1998 AGENDA -
CITY COUNCIL BACKGROUND MEMORANDUM -
RESOLUTION APPROVING AN AGREEMENT
BETWEEN PUEBLO, A MUNICIPAL CORPORATION
AND FLEXIBLE FOAM, INC. AND
MOELLER LAND AND CATTLE COMPANY
The Resolution approves an Agreement between the City and Flexible Foam, Inc. ( "Flexible
Foam ") and Moeller Land and Cattle Company ( "Moeller ") relating to a job- creating capital
improvement project. Flexible Foam and Moeller have committed to construct a 35,000 square foot
manufacturing facility and employ 50 full -time employees at the facility. The City will advance
$150,000 out of the one -half cent sales tax revenues toward the construction of the facility. The City
will also convey 3.37 acres of land at the Pueblo Memorial Airport Industrial Park to Moeller, the
company which holds title to Flexible Foam's properties.
If Flexible Foam fails to meet its employment commitment of 50 full -time employees during the five
year repayment period starting 12/31/99 and ending 12/31/05, Flexible Foam will repay the City
funds advanced on a pro -rata basis equal to $150 for each employee less than 50 during each quarter
of the repayment period. The repayment obligation is not secured. If the facility is not constructed,
the land will revert to the City. City's funds will only be advanced upon certification that
construction work on the facility equal to that amount has actually been performed.
The general contractor for the facility will be Flexible Foam's contractor Hume Supply, Inc.
Subcontractors will be selected by competitive bidding procedures and local qualified subcontractor
will be given a reasonable opportunity to participate in the competitive bidding procedures.
D U ED D
City of Pueblo
OFFICE OF THE CITY ATTORNEY
127 Thatcher Building
PUEBLO, COLORADO 81003
TO: Gina Dutcher, City Clerk
FROM: City Attorney
RE: Flexible Foam, Inc.
DATE: June 17, 1998
A Resolution approving an Agreement between the City and Flexible Foam, Inc. will be on City
Council's agenda for June 22, 1998. We enclose two executed copies of the Agreement and one
executed copy of the Warranty Deed.
If approved by the City Council please have the President of the City Council and yourself sign
both copies of the Agreement on page 5 (do not sign the Warranty Deed attached to the
Agreement as Exhibit "A ") and return one executed copy of the Agreement to my office. Also
sign the Warranty Deed on page 5 and have your signatures acknowledged. Do not record the
Warranty Deed but return it to my office.
If you have any questions, please call me.
Very truly yours,
Thomas E. Jagger
sm
D ED 0
D o
City of Pueblo
OFFICE OF THE CITY ATTORNEY
127 Thatcher Building <;� y ;. ,•
MEMORANDUM PUEBLO, COLORADO 81003 ;
TO: Gina Dutcher, City Clerk
FROM: City Attorney
RE: Resolution No. 8445 1 �x'
DATE: June 17, 1999
We enclose for filing with the above referenced Resolution No. 8445, the following:
(a) copy of the Warranty Deed recorded June 11, 1999 as Instrument No. 1283933;
and
(b) certified Resolution of the Board of Directors of both Moeller Land and Cattle
Company, Inc. and Flexible Foam Products, Inc.
If you have any questions, please call me.
Very truly yours,
Th mo as E. Jagger
sm
enc.
AGREEMENT
THIS AGREEMENT entered into as of May 27, 1998 between Pueblo, a municipal
corporation (the "City ") and Flexible Foam, Inc., an Ohio corporation ( "Flexible Foam ") and Moeller
Land and Cattle Company, a �p , o corporation ( "Moeller ") (collectively "the
Company ").
WHEREAS, Company has expressed a willingness to locate its business within the Pueblo
Municipal Airport Industrial Park, and in furtherance thereof has through the Pueblo Economic
Development Corporation made application for funds and land with the City, and
WHEREAS, the City has approved such application and will make funds and land available
to Company subject to and upon the terms and conditions of this Agreement.
1. The following terms as used in this Agreement shall have the following meaning unless
the context clearly indicates otherwise:
"Employment Commitment Date" means December 31, 1999.
"Facility" means the approximately 35,000 square foot manufacturing facility to be
constructed by Company on the Property.
"Full -Time Employee" means a person who performs work at the Facility for not less than
thirty -two (32) hours per week whether employed by Company or by an outside entity acting as an
agency to provide Full -Time Employees for Company. The term "Full -Time Employee" does not
include independent contractors nor employees of independent contractors except as described herein.
"Quarterly Employees" means the sum of the number of Full -Time Employees on each
business day of a Quarter divided by the sum of the business days in such Quarter.
"Quarter" means three consecutive calendar months.
"Property" means the approximately 3.37 acres of land located at Pueblo Memorial Airport
described as Lot 1, Pueblo Memorial Airport Industrial Park Subdivision, Second Filing, Pueblo
County, Colorado.
2. City will make available to or for the benefit of Company funds in the amount of
$150,000 (the "City Funds "). Company shall spend or cause to be spent City Funds for the cost of
the Facility, subject to and contingent upon:
(a) Company filing in the office of the City Clerk copies of the following: (i)
Company's certificate or other evidence of authority to transact business in the State of Colorado, (ii)
certified copy of the resolution of the governing board of Company approving this Agreement and
authorizing its officers to execute and deliver this Agreement in the name of Company, and (iii)
evidence satisfactory to City that Company is diligently proceeding to construct the Facility and
locate its business on the Property. The date of such filings is herein referred to as "Closing."
(b) Company will engage as its general contractor Hume Supply, Inc. of Lima,
Ohio to construct the Facility. All subcontracts for construction work on the Facility will be awarded
after competitive bidding procedures which allow qualified local subcontractors and suppliers a rea-
sonable opportunity to participate in the competitive bidding procedures. The general contractor shall
use its best efforts in good faith to engage local subcontractors and suppliers to construct the Facility.
(c) Company filing with the Director of Finance of City written request for
payment certified by an officer of Company that the amounts included in the requests for payment
have not been included in any prior request for payment and are for the actual cost of the Facility,
identifying the portion of the Facility for which payment is sought, including certificates of the
architect and contractor that such portions of the Facility have been installed.
3. Company acknowledges that the primary purpose of City in entering into this
Agreement and the sole benefit to the City for making funds available to Company hereunder is the
creation of jobs. Therefore, Company represents and agrees that it will employ at the Facility fifty
(50) Full -Time Employees (the "Employment Commitment ") on the Employment Commitment Date
and thereafter.
4. Notwithstanding anything contained herein to the contrary, if Company shall for any
reason default in its Employment Commitment set forth in paragraph 3 hereof, Company shall repay
to City a pro -rata share of the City Funds advanced by City under paragraph 2 hereof based upon the
number of Full-Time Employees employed by Company at the Facility (the "Repayment Obligation "),
as follows:
(a) During the five (5) year period starting on the Employment Commitment Date
and ending sixty (60) months thereafter (the "Repayment Period ") Company shall pay to City an
amount each Quarter equal to the Quarterly Employees less than fifty (50) employed at the Facility
by Company multiplied by $150.00 (the "Company's Quarterly Payments "). For example, if for the
Quarter ending June 2001 the Quarterly Employees is 40, the amount payable by Company to City
on or before July 15, 2001 would be (50 - 40) x $150.00 = $1,500.00. Company's Quarterly
Payments and Repayment Obligation shall in no event exceed the amount of City Funds advance by
City under paragraph 2 hereof.
(b) Company's Quarterly Payments, if any, shall be paid to the City without notice,
demand, deduction or setoff on or before the fifteenth (15th) day of the month after the end of each
Quarter during the Repayment Period and for one month thereafter at the office of the Director of
Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003. All past due Company's Quarterly
Payments shall bear interest at the rate of ten (10) percent per annum until paid.
(c) Within fifteen (15) days after the end of each Quarter during the Repayment
Period and for one calendar month thereafter, Company will submit to City's Director of Finance
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Company's statements showing the Quarterly Employees for the preceding Quarter and the basis upon
which Quarterly Employees and Company's Quarterly Payment were computed certified by an officer
of the Company to be true and correct. For purposes of verifying such employment, City shall have
access to Company's books and records including payroll records. City will, however, respect the
right of employees and Company as to confidentiality of personnel records.
All City Funds advanced to Company by City under this Agreement shall be deemed to be a
debt of Company payable to City until Company performs and discharges its obligations hereunder
including its Repayment Obligation contained in this paragraph 4.
5. (a) City Council of City may, in its sole discretion, relieve Company, in whole or
in part, from Company's Repayment Obligation set forth in paragraph 4, if the City Council, after
public hearing, finds and determines based upon competent evidence presented at such hearing that
Company was prevented from complying with its Employment Commitment by reason of an act of
God, or the elements, fire, explosion, strike, insurrection, riot, shortage or unavailability of materials,
supplies or labor, interruption of transportation facilities, governmental laws, regulations or
restrictions, or other causes beyond Company's reasonable control. The findings and decision of the
City Council shall be final and binding upon Company and City.
(b) Prior to instituting any proceedings to enforce Company's Repayment
Obligation under paragraph 4, City shall notify Company in writing of its intention to institute such
proceedings. If Company desires to seek relief pursuant to paragraph 5(a), Company, within twenty
(20) days after receipt of City's notice, shall deliver to City its written request for relief specifying the
grounds upon which such relief is sought. Within sixty (60) days after receipt of Company's request,
City will schedule a hearing before the City Council and give written notice to Company of the time
and place of such hearing. Failure of Company to timely deliver its written request for relief or to
appear and submit evidence in support of its request at a scheduled hearing shall constitute a waiver
of any right of Company to a hearing before City Council.
(c) No delay or failure by City to exercise its right to enforce Company's
Repayment Obligation, and no partial or single exercise of that right, shall constitute a waiver of that
right, unless the City Council otherwise expressly provides in its findings and decision made pursuant
to paragraph 5(a).
6. If Closing does not occur on or before December 31, 1998, or such later date as
Company and City shall mutually agree, this Agreement shall terminate and City and Company shall
be released and discharged from all obligations hereunder.
7. Within thirty (30) days after Closing, City will convey title to the Property to Moeller
by Warranty Deed substantially in the form and content of the Warranty Deed attached hereto as
Exhibit A. Moeller and City agree that the Property will be conveyed and transferred by City and
accepted by Moeller "AS IS" and "WHERE IS" without any representation or warranty by City as
to the quality, quantity, or condition of the Property, either environmental or otherwise. Moeller at
its expense will obtain all surveys and title insurance for the Property. Moeller acknowledges and
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agrees that (i) City owns the Property subject to restrictions in the deed to the City from the United
States of America recorded in Book 1074, Page 87, Instrument No. 819072 of the records of the
Pueblo County Clerk and Recorder, and (ii) the construction of the Facility and transfer and
conveyance of the Property are subject to the prior approval of the Federal Aviation Administration
(the "FAA ") and its issuance of all necessary permits and deed of release therefor. Upon receipt from
Moeller of the necessary plans and description of the Facility, City will cause to be filed all required
applications and documents for FAA's approval, permits, and deed of release and will diligently
pursue their issuance.
8. 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. To the extent allowed by law, each party waives its right to a jury trial.
9. 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.
10. This Agreement shall be construed in accordance with and governed by the laws of
the State of Colorado.
11. The covenants, representations and warranties made by each party herein shall survive
the Closing for the benefit of the other party.
12. Company acknowledges and agrees 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 public
areas or facilities at 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 provision of this Agreement or Warranty Deed shall City be construed to have made any
representation or warranty to the contrary with respect thereto.
13. 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, Flexible Foam, Inc., 220 South Elizabeth Street,
Spencerville, Ohio, 45887.
or to such other address as either party shall specify in written notice given to the other party.
It
14. 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 assign
this Agreement or any interest herein without the express written consent of the City, which consent
shall not be unreasonably withheld, conditioned or delayed. Any assignment or attempted assignment
of this Agreement by Company without such consent shall be null and void.
15. The person signing this Agreement and Warranty Deed 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 Warranty Deed and that. this Agreement and Warranty
Deed are valid and legally binding obligations of Company enforceable against Company in
accordance with their terms.
16. 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] PUEBLO, A MUNICIPAL CORPORATION
ATTEST:
City C1
ATTEST: 4 ,
Title:
ATTEST:
Title:
By 6 2Q � 1 , 1, .
President of City Council
FLEXIBLE FOAM, INC
t( r
By
Titl
MOELLER LAND AND CAWLE COMPANY
By
Title : 4-' r ' e s I o) e r,
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WARRANTY DEED
THIS DEED, made this 9 � day of J (-_ , 1998 by and between Pueblo,
a Municipal Corporation (herein "City ") and Moeller Land and Cattle Company, Inc., an Ohio
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 1, Pueblo Memorial Airport Industrial Park Subdivision, Second Filing
(herein "Property), with all its appurtenances, and warrant the title to the same, subject to easements,
rights of way, conditions, 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 the 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
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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 4,690 feet above the mean sea level. In the event this covenant is breached, City reserves
the right to enter upon the Property and 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 manufacturing purposes 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 on the Property. 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 sixty -five
(65) feet of the right of way line of United Avenue, and 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 fifteen (15) feet
adjacent to other abutting streets. Minimum side yards set -backs shall be twenty -five (25) feet.
(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, rubbish,
debris and trash, and enclose and screen from public view all outside storage and unsightly areas of
the Property.
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(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 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. If 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.
(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
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.
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(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 an approximately 35,000
square foot manufacturing facility (the "Facility ") within eighteen (18) months after the date of this
Warranty Deed. If Company does not substantially construct and equip the Facility on the Property
within eighteen (18) months after the date of this Warranty Deed, City will have the right of re -entry
for nonperformance of this 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 eighteen (18) month 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
by injunction or other lawful procedure and to recover damages, costs, expenses, including
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fees, resulting from any violation thereof or arising out of their enforcement.
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Witness my hand and official seal.
JAMES E. BRACY
commission expires: Notaiy Public. Stat of Ohio
My Commission Expires
OF PUEBLO )
TE OF COLORADO ) ss.
MOELLER LAND AND CATTLE COMPANY
By
President
PUEBLO, A MUNICIPAL CORPORATION
By
President oft City ouncil
ss.
The foregoing instrument was acknowledged before me this 9 A day of w e
1998by (2bct.r L. Moe as President and �oRa�� 1,, J erwe r s as Secretary
of Moeller Land and Cattle Company, an Ohio corporation.
The foregoing instrument was acknowledged before me this 29t hday of June
1998 by Cathy A. Garcia as President of the City Council and Gina Dutcher
as City Clerk of Pueblo, Colorado, a Municipal Corporation.
^ W. tZ my hand and official seal.
4
M� lion expires:
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FAFILES RPORT\FLEXFOAM\WDEED.WPD
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CERTIFICATION OF CORPORATE RESOLUTIONS
OF BOARD OF DIRECTORS
OF
MOELLER LAND AND CATTLE COMPANY, INC.
I, Donald L. Jerwers, hereby certify that I am Secretary and official
custodian of certain records including the charter, bylaws and minutes of
the Board of directors of Moeller Land and Cattle Company, Inc., a
corporation duly organized and existing under the laws of the State of Ohio
(herein the "Corporation "), and that the following is a true, accurate and
compared transcript of the resolutions contained in the minute book of the
Corporation, and that said resolutions have not been amended or revoked
and are in full force and effect:
WHEREAS, the undersigned deem it in the best interests of the
corporation to enter into an agreement with the City of Pueblo, Colorado,
a Municipal Corporation, to obtain funds and land for the purpose of
establishing a business in Pueblo. This agreement is dated May 27, 1998
and the form has been reviewed by the undersigned.
RESOLVED, that the undersigned hereby approve and adopt the agreement.
The execution and delivery of the agreement by any executive officer of
the Corporation, for and in the name in the Corporation, are hereby
confirmed and ratified; and
FURTHER RESOLVED, that the proper officers of the Corporation are
hereby authorized and directed to execute and deliver any and all
documents, and to take such other actions as they may deem necessary
or appropriate, to implement the foregoing Resolutions.
FURTHER RESOLVED, that the officers referred to in the foregoing
resolutions are as follow:
r
Charles L. Moeller, President
Donald L. Jerwers, Secretary & Treasurer �-
FURTHER RESOLVED, that the City of Pueblo are authorized to rely upon
the aforesaid resolutions and specimen signatures until receipt by it
of written notice of change.
I further certify that neither the charter nor the bylaws of the
Corporation require any consent of the shareholders for entering
such contractual agreements.
IN WITNESS WHEREOF, I have set my hand this 9th day of June, 1998
at Spencerville, Ohio.
Donald L Jerwe Secretary
CERTIFICATION OF CORPORATE RESOLUTIONS C:(Dyly
OF BOARD OF DIRECTORS
OF
FLEXIBLE FOAM PRODUCTS, INC.
I, Donald L. Jerwers, hereby certify that I am Secretary and official
custodian of certain records including the charter, bylaws and minutes
of the Board of directors of Flexible Foam Products, Inc., a corporation
duly organized and existing under the laws of the State of Ohio (herein
the "Corporation "), and that the following is a true, accurate and
compared transcript of the resolutions contained in the minute book of the
Corporation, and that said resolutions have not been amended or revoked
and are in full force and effect:
WHEREAS, the undersigned deem it in the best interests of the
corporation to enter into an agreement with the City of Pueblo, Colorado,
a Municipal Corporation, to obtain funds and land for the purpose of
establishing a business in Pueblo. This agreement is dated May 27, 1998
and the form has been reviewed by the undersigned.
RESOLVED, that the undersigned hereby approve and adopt the agreement.
The execution and delivery of the agreement by any executive officer of
the Corporation, for and in the name in the Corporation, are hereby
confirmed and ratified; and
FURTHER RESOLVED, that the proper officers of the Corporation are
hereby authorized and directed to execute and deliver any and all
documents, and to take such other actions as they may deem necessary
or appropriate, to implement the foregoing Resolutions.
FURTHER RESOLVED, that the officers referred to in the foregoing
resolutions are as follow:
Charles L. Moeller, President
Donald L. Jerwers, Secretary & Treasurer
FURTHER RESOLVED, that the City of Pueblo are authorized to rely upon
the aforesaid resolutions and specimen signatures until receipt by it
of written notice of change.
I further certify that neither the charter nor the bylaws of the
Corporation require any consent of the shareholders for entering
such contractual agreements.
IN WITNESS WHEREOF, I have set my hand this 9th day of June, 1998
at Spencerville, Ohio.
Donald L erw s, Secretary