HomeMy WebLinkAbout09093RESOLUTION NO. 9093
A RESOLUTION APPROVING AN OPTION AGREEMENT
BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND
KRAGE MANUFACTURING, L L C AND AUTHORIZING THE
PRESIDENT TO EXECUTE THE OPTION AGREEMENT AND
ATTACHED WARRANTY DEED
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The Option Agreement dated August 28, 2000 between Pueblo, a municipal corporation and
Krage Manufacturing, LLC relating to an option to acquire Lot 18, Pueblo Memorial Airport
Industrial Park Subdivision, Pueblo County, Colorado, 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 Option Agreement
and the Warranty Deed attached thereto upon exercise of the option granted in the Option Agreement
in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest
Off0ra
ATTEST:
City rk
INTRODUCED: August 28, 2000
By Al Gurule
Councilperson
APP D VED:
l U -
r _
President of the City Council
AUGUST 28, 2000 AGENDA
CITY COUNCIL BACKGROUND MEMORANDUM
RESOLUTION APPROVING AN OPTION AGREEMENT
BETWEEN THE CITY AND KRAGE MANUFACTURING, LLC
The Resolution approves an Option Agreement between the City and Krage Manufacturing,
LLC ( "Company ") to acquire Lot 18, Pueblo Memorial Airport Industrial Park Subdivision ( "Land ")
for the purpose of constructing an approximately 35,000 square foot building for Company's
business. Company has committed to use its best efforts to employ 28 full -time employees at its
business to be temporarily located at 1900 South Freeway, Pueblo, Colorado. Company is granted
an option to acquire the Land before June 30, 2002 with the right to extend the option to June 30,
2004. Before Company may exercise the option, it must have employed for a period of 12
consecutive months not less than 28 full -time employees The Company's reason for the Option
Agreement is attached. This transaction has been reviewed and recommended by PEDCO.
OPTION AGREEMENT
THIS OPTION AGREEMENT ( "Agreement ") entered into as of August x � , 2000
between Pueblo, a municipal corporation (the "City ") and Krage Manufacturing, LLC, a Colorado
limited liability company (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 land with the City, and
WHEREAS, the land is surplus to the City's needs, and
WHEREAS, the City has approved such application and will make land available to Company
subject to and upon the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, City and Company agree as follows:
1. The following terms as used in this Agreement shall have the following meaning unless
the context clearly indicates otherwise:
"Facility" means the approximately 35,000 square foot building to be constructed and
equipped by Company on the Land.
"Full -Time Employee" means a person who actually performs work 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.
"Land" means Lot 18, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County,
Colorado.
1. City does hereby grant to Company the right and option to acquire the Land
( "Option ") contingent upon Company meeting and complying with the following conditions
precedent:
(a) At the time of the delivery of the deed as provided in paragraph 4 hereof and
for a period of twelve (12) consecutive months prior thereto, Company shall have employed not less
than twenty -eight (28) Full -Time Employees at 1900 South Freeway, Pueblo, Colorado.
(b) Company giving written notice to City of Company's exercise of the Option
hereby granted ( "Option Exercise Notice ") no later than June 30, 2002 ( "Option Expiration Date ").
(c) Company's Option Exercise Notice shall contain Company's assurances and
commitments in form and content approved by City Attorney of City that (i) Company will construct
and equip the Facility upon the Land within twelve (12) months after the date of delivery of the deed
as provided in paragraph 4 hereof, and (ii) Company will use its best efforts in good faith to employ
twenty -eight (28) Full -Time Employees at the Facility.
2. Company may extend the Option Expiration Date to June 30, 2004 by giving written
notice to City of Company's extension of the Option Expiration Date on or before June 30, 2002
( "Option Extension Notice "). In the event that Company timely extends the Option Expiration Date,
Company shall give Company's Option Exercise Notice to City on or before June 30, 2004.
3. If Company does not locate its business at 1900 South Freeway, Pueblo, Colorado
within six (6) months from date hereof and thereafter continuously conduct such business at that
location; or, if Company does not timely give to City Company's Option Exercise Notice or Option
Extension Notice, whichever the case may be; then, in either event, the Option hereby granted shall
automatically terminate and this Agreement shall be canceled and each party shall be released from
all obligations hereunder.
4. Within sixty (60) days after Company's timely and valid exercise of the Option, City
will convey the Land to Company subject to and contingent upon the following:
(a) Conveyance shall be made by general warranty deed substantially in the form
of attached Exhibit "A ";
(b) Conveyance shall be contingent upon prior approval of the Federal Aviation
Administration and its issuance of a Deed of Release therefor; and
(c) The Land shall be conveyed and transferred by the City and accepted by
Company in its condition on the date of the Warranty Deed "AS IS" and "WHERE IS ", with all its
faults, without any representation or warranty, expressed or implied, by operation of law or
otherwise, with respect to the Land, including without limitation, the quantity, quality, or condition
of the Land, environmentally or otherwise, or its fitness for Company's contemplated uses, or the
compliance of the Land with applicable building, fire, zoning, environmental, or other laws or
regulations. City and Company agree that the provisions of this paragraph shall survive the closing
of the transfer of the Land, and the execution of any document in connection therewith.
(d) Company delivering to City documents satisfactory to the City Attorney of
City that Company and the person executing this Agreement and Warranty Deed are authorized to
approve and execute same, and Company's certificate or other evidence of Company's organization
and authority to transact business in the State of Colorado issued by, or filed in the office of the
Colorado Secretary of State.
In the event of any litigation arising out of this Agreement, the court shall award to
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the prevailing party its costs and reasonable attorney fees. Venue for any such litigation shall be in
Pueblo County, Colorado. 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.
6. 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.
7. This Agreement shall be construed in accordance with and governed by the laws of
the State of Colorado without regard to conflict of law principles.
8. The covenants, representations and warranties made by each party herein shall survive
the delivery of the deed as provided in paragraph 4 for the benefit of the other party.
9. 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 shall City be construed to have made any representation or
warranty to the contrary with respect thereto.
10. 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, with copy to Thomas E. Jagger, City Attorney, 127 Thatcher Building, Pueblo, Colorado,
81003, or
(b) if to the Company, 3 Rockbridge Lane, Pueblo, Colorado, 81001,
or to such other address as either party shall specify in written notice given to the other party.
11. 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, the Option
hereby granted, or any other interest herein without the express written consent of the City by
Resolution of the City Council of City. Any assignment or attempted assignment of this Agreement
or the Option hereby granted by Company without such consent shall be null and void.
12. The persons signing this Agreement in the name of and on behalf of Company
represent and warrant that they 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.
13. Company represents and warrants that no person, entity, or organization has been
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employed or retained or will receive or be paid, directly or indirectly, any commission, percentage,
contingent fee or any other remuneration payment or receipt of which is contingent upon approval
of this Agreement by City. For breach or violation of this warranty, City shall have the right to
terminate this Agreement, or recover the full amount of such commission, percentage, contingent fee
or other remuneration, or to seek such other remedies legally available to City, which remedies shall
be cumulative.
14. In no event shall City, its officers, agents or employees be liable to Company for
damages, including without limitation, compensatory, punitive, indirect, special or consequential
damages, resulting from or arising out of or related to this Agreement or the performance or breach
thereof by City or the failure or delay of City in the performance of any covenant or provision under
this Agreement on its part to be performed. In consideration of City entering into this Agreement,
Company hereby waives and discharges City, its officers, agents and employees from any and all
claims for any and all such damages.
15. 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.
16. If any provision of this Agreement is declared by a court of competent jurisdiction to
be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement
which shall remain in full force and effect.
Executed at Pueblo, Colorado, the day and year first above written.
[SEAL] Pue log' a Munici a Corporation
1
Attest: By t//l� �� Ut (l it'� ----_
City C1 c President of the City Council
Krage Manufacturing, LLC
N,A /�7*
By
Name:
Title:
-4-
WARRANTY DEED
THIS DEED, made this day of 1 2000 by and between Pueblo,
a Municipal Corporation (herein "City ") and Krage Manufacturing, LLC, a Colorado limited liability
company (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 as Lot 18, 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, 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.
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
EXHIBIT "A"
said airspace, and for use of the airspace above the surface of the Property for landing on, taking off
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 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 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 raw materials,
inventory, manufactured products, or 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 thirty-five
(35) feet of the right of way line of any abutting streets. There must be installed and maintained a
minimum twenty -five (25) foot strip of living landscaped ground along and adjacent to 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,
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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. If waste water is discharged from the Property
and transported to and treated at City's waste water treatment facilities, Company and the waste
water so transported and treated shall be 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 Airport industrial park
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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 an approximately 35,000
square foot manufacturing facility (the "Facility ") within twelve (12) months after the date of this
Warranty Deed. If Company does not substantially construct and equip the Facility on the Property
within twelve (12) 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 by Special Warranty Deed 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 by or through Company. The
twelve (12) month period specified above may be extended by instrument duly approved, 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.
ME
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 reasonable
attorney fees, resulting from any violation thereof or arising out of their enforcement.
KRAGE MANUFACTURING, LLC
By
Name:
Title:
[S E A L]
ATTEST:
City Clerk
COUNTY OF PUEBLO )
STATE OF COLORADO ) ss.
PUEBLO, A MUNICIPAL CORPORATION
By
President of the City Council
The foregoing instrument was acknowledged before me this day of
2000 by as
of Krage Manufacturing, LLC, a Colorado limited liability company.
Witness my hand and official seal.
My commission expires:
[SEAL]
COUNTY OF PUEBLO )
STATE OF COLORADO ) ss.
Notary Public
The foregoing instrument was acknowledged before me this day of
2000 by as President of the City Council and
as City Clerk of Pueblo, Colorado, a Municipal Corporation.
Witness my hand and official seal.
My commission expires:
[SEAL]
Notary Public
F ACITY\AIRPORT\KRAGE \W DEED. WPD -5-
KRAGE MANUFACTURING, LLC
3 Roddxi9ge Lane
Pueblo, CO 81001
Tel 719 - 229 - 4304 Fax 719 - 583 -4110
July 10, 2000
Jim Spaccamonti, President
PEDCO
301 N. Main Street
Pueblo, CO 81002
Jim:
Krage Manufacturing has come to an agreement with The Trane Company and Eaton Cutler -
Hammer to provide sheet metal electrical enclosures for all Trane units manufactured in Pueblo.
A total of 28 employees will be needed by year two for this business. These employees will
operate state -of- the -art, precision sheet metal fabrication equipment, MIG welders and a powder
and liquid paint line. Krage Manufacturing will have capital equipment investments of $1 M and be
the only precision sheet metal fabrication shop in the Pueblo County area. The initial site of the
business will be in 15,476 SF of leased space at the Pepsi Bottling Group at 1900 S. Freeway.
Operations will begin on August 1, 2000.
The Trane Company and Eaton Cutler- Hammer have expressed their desire to have Krage
Manufacturing located next to both of them in order to easily facilitate ongoing business between
the companies. The flow of work will start with Krage Manufacturing fabricating the enclosures
and delivering to Eaton. Eaton will then install the electrical components within the enclosures
and deliver them to Trane. The proximity of Lot 18 within the Pueblo Memorial Airport Industrial
Park to both Eaton and Trane provides for an efficient flow of material and for effective face to
face communication between the three facilities. This property borders Eaton on the north and
Trane on the west.
If you need any more information concerning the business please give me a call at 229 -4304
Sincerely,
Sam J. rage -
Presi�dent_
Krage Manufacturing, LLC
■
STATE
CERTIFICATE
1, DONETTA DAVIDSON, SECRETARY OF STATE OF THE STATE OF
COLORADO HEREBY CERTIFY THAT
ACCORDING TO THE RECORDS OF THIS OFFICE
KRAGE MANUFACTURING, LLC
(DELAWARE LIMITED LIABILITY COMPANY)
FILE # 20001123209 WAS FILED IN THIS OFFICE ON June 21, 2000
AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE
LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD
STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS
OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE.
Dated: June 21, 2000
F]
SECRETARY OF STATE
a
DEPARTMENT OF
STATE
•• :�: Il, IJ. 2�v' J 6 .23r 1 JL•1111.1jL �iluVlll ?.1L .•J.
Please include a typed
self- addressed envelope
MUST BY TYPED
FILING FEE: $75.00
MUST SUBMIT M&O COPIES
Mail to: Secretary of State
Corporations Section
1560 Broadway, Suite 200
Denver, CO 80202
(303) 894 -2251
Fax (303) 894.2242
For office use only 036
13itNi3'fR•A UAW)"
CC+t WAhO W Wf Cre �'r'Al'r.
0, 00
APPLICATION FOR CERTIFICATE OF AUTHORITY
OF A FOREIGN LIMITED LIABILITY COMPANY
Pursuant to the provision of the Colorado Umited Uablity Company Ad, the undersigned limited iablityy company hereby applies for a
Certificate of Authority to transact business In the State of Colorado, and for that purpose, submits the following statement:
FIRST: The narre of the limited tmited liaboity company is Krage Manufacturing, LLC
SECOND: The rams whch IteleW to use in Colorado is° =g age Manufacturing, LLC
•ff the name in the jurisd6ort of organization is not avalable in Colorado.
THIRD: It is organized under tha laws of Del aware
FOURTH: The date of its organization Is Jun 12 , 2000
FIFTH: The address of the proposed registered office In Colorado is (include City, State, Zip)
1§75 BroaAX &y, Denver, _Colorado 80302
and ft name of its proposed registered agent in Colorado at that address is
TIM CgRPORATION_ COMPANY
SIXTH: The address of its principal office (indude City, State, Zp) 1900 South Freeway,
Pueblo, Colorado 81004
SEVENTH: THIS APPLICATION MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING ISSUE BY THE
JURISDICTION OF ITS ORGANIZATION AND DATED WITHIN NINETY (90) DAYS OF THE FILING OF THE
APPLICATION.
Signature
00011 - R arierm 0,1i�c
r.
Its (Manager, Member or Authorized Agent)
Revised 7195
- �n_ »: dam 97% F.02
CORr"'R'A ION TRUST 3 K_'-674-82 , Lo. '� ( iii; i
PAGE 1
State of Delaware
Office of the Secretary of State
I, EDWARD J. FREEL, SECRETARY OF STATE OF THE STATE OF
DELAWARE, DO HEREBY CERTIFY "KRAGE MANUFACTURING, LLC" IS
FORMED UNDER THE LAWS OF THE STATE OF DELAWARE AND IS IN GOOD
STANDING ANTD HAS A LEGAL-EXI3TENCE .90 FAR AS THE RECORDS OF THI5
OFFICE SHOW, AS'OF THE ,TWENTY —FIRST TRAY OF JUNE, A.D. 2000.
ANM I DO HEREBY FURTHER CERTIFY THAT THE ANNUAL TAXES HAVE
NOT BEEN ASSES.SEID TO DATE.
d
3242554 8300
Edward 1. Freet, Secretary of Spa 0 912
001314128 AUTHEN nCr'MN' 06 - 21 -00
DATE:
302 G ?4 8219 9 ? ;. G.22