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HomeMy WebLinkAbout11726RESOLUTION NO. 11726 A RESOLUTION APPROVING A BILL OF SALE AND ASSIGNMENT AGREEMENT BETWEEN PUEBLO MOTORSPORTS, INC., A COLORADO NONPROFIT CORPORATION, AND CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Bill of Sale and Assignment Agreement dated as of July 17, 2009, between Pueblo Motorsports, Inc., a Colorado nonprofit corporation, and City of Pueblo, a Municipal Corporation, 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 to execute the Bill of Sale and Assignment Agreement in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. %F.CTt(11\T'1 This Resolution shall become effective upon final approval and passage. A77TSTDD SY: CITY CLERK INTRODUCED: October 26, 2009 BY: Judy Weaver COUNCILPERSON APPR D' 40, �- PRESIDENTof City Council 4 Background Paper for Proposed RESOLUTION AGENDA ITEM # N -7 DATE: October 26, 2009 DEPARTMENT: OFFICE OF THE CITY MANAGER JERRY M. PACHECO, CITY MANAGER JENNY M. EICKELMAN, ASSISTANT CITY MANAGER TITLE A RESOLUTION APPROVING A BILL OF SALE AND ASSIGNMENT AGREEMENT BETWEEN PUEBLO MOTORSPORTS, INC., A COLORADO NONPROFIT CORPORATION, AND CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO EXECUTE SAME ISSUE Shall City Council approve a Bill of Sale and Assignment Agreement relating to personal property and assets located on the Honor Farm Properties within the recreational facility known as Pueblo Motorsports Park? RECOMMENDATION Approval of the Resolution. BACKGROUND On January 1, 1997, the City of Pueblo entered into a management agreement with Pueblo Motorsports, Inc. (PMI) for the development, operation, and maintenance of the recreational facility commonly referred to as Pueblo Motorsports Park located on the City's Honor Farm Properties. On July 28, 2008, City Council approved Resolution No. 11353, consenting to the assignment and assumption of the referenced Management Agreement between Pueblo Motorsports, Inc. and NEK Advanced Securities Group, Inc. ( "NEK "). Resolution No. 11353 extended the term and effective period of the Management Agreement to October 1, 2009. The terms of the Management Agreement assigned by PMI to NEK remained in force during the extended term of the Management Agreement. On July 17, 2009, PMI submitted to the City of Pueblo a Bill of Sale and Assignment Agreement for the conveyance of personal property, intangible property, and other assets, together with Certificates of Title, in accordance with PMI Bylaws, Article VI — Distribution of the Assets on Dissolution Article. This Article states that upon dissolution of the corporation, all other assets shall be transferred to Pueblo, a Municipal Corporation, also known as the City of Pueblo, Colorado, for exclusive public purpose. The assignment of the management agreement between PMI and NEK expired October 1, 2009. This Resolution accepts the Bill of Sale and Assignment Agreement from PMI and authorizes the President of City Council to execute same, thereby transferring ownership of said personal property and assets to the City of Pueblo. FINANCIAL IMPACT None. BILL OF SALE AND ASSIGNMENT AGREEMENT This Bill of Sale and Assignment Agreement is entered into as of this 17` day of July 2009, by and among Pueblo Motorsports, Inc., a Colorado nonprofit corporation ( "Seller'), and City of Pueblo, Colorado, a Municipal Corporation ( "Buyer "). BACKGROUND The Seller is selling, assigning, transferring, conveying and delivering the Assets, as defined herein, to Buyer. Buyer is not assuming, and Seller is not assigning, transferring, conveying or delivering any liabilities related to the Assets or any other liabilities. Therefore, the parties hereto agree as follows: 1. For the purposes of this Bill of Sale and Assignment Agreement, the term "Assets" shall include, but not be limited to, the personal property detailed on Exhibit A, attached hereto and incorporated herein by this reference, any and all intangible property of Seller, as well as any other assets not included on Exhibit A but necessary to fulfill the Management Agreement, by and between Pueblo Motorsports, Inc. and Pueblo, a Municipal Corporation located in Colorado, originally dated January 1, 1997, and subsequently extended until December 31, 2008, which has subsequently been assumed by Buyer. 2. For good and lawful consideration in the amount of One Dollar ($1.00) the sufficiency of which is hereby acknowledged, Seller hereby sells, assigns, transfers, conveys and delivers to Buyer, and its permitted successors and assigns forever, all of Seller's right, title and interest in and to the Assets, to have and to hold, all of the Assets hereby sold, assigned, transferred, conveyed and delivered to Buyer, its permitted successors and assigns, for its own use and benefit forever. 3. Buyer is not assuming or agreeing to perform, pay or discharge any liabilities or obligations of Seller, and it is expressly understood and agreed that all debts, liabilities and obligations of Seller not specifically assumed by Buyer shall remain the sole obligations of Seller, and their joint or respective successors and assigns, and no person other than Seller, and its respective successors and assigns, shall have any rights under this Bill of Sale and Assignment Agreement. 4. Seller shall, from time to time after the delivery of this Bill of Sale and Assignment Agreement; at Buyer's request and without further consideration, execute and deliver such other instruments of conveyance and transfer, consents, bills of sale, assignments, releases, powers of attorney and assurances presented by Buyer and reasonably necessary to more effectively transfer any of the Assets. 5. Any notice, request or other document to be given hereunder shall be given to the other party at the addresses set forth below. 6. This Bill of Sale and Assignment Agreement shall be governed by and construed in accordance with the laws of the State of Colorado without giving effect to otherwise applicable principles of conflicts of law. Bill of Sale -PM1 to City of Pueblo Page 1 of 5 7. This Bill of Sale and Assignment Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same document. The parties have caused this Bill of Sale and Assignment Agreement to be duly executed as of the day and year first above written. Pueblo Motorsports, Inc. 54 Namq: eL -w! FF_c 1 —i z , 5 Title: a�cer — Address: !oi c. rhst�or�oe. f'O. Sax �Li Date: T/ iT/ Zoo9 City of Pueblo Colorado B Name: Vera Ortegon Title: President of the City Cou ncil Address: #1 city Hall Place P.O. Box 1457 Pueblo, CO 81003 Date: 10/26/09 (CORPORATE SEAL) Bill of Sale -PMI to City of Pueblo Page 2 of 5 EXHIBIT A ASSETS INCLUDED ON THIS BILL OF SALE 1. Vehicles: 14 ft single axel trailer Vehicle Identification Number: none Blue electric man lift Vehicle Identification Number: none Tymoc /Ford vacuum sweeper Vehicle Identification Number: 1FBWK74P7JVA02039 1981 Ford Ranger Flat bed with Vehicle Identification Number: 1FTJF36Z6BPA19446 Miller 200 amp welder and Electric Air Compressor 1972 Chevy C60 Water Truck Vehicle Identification Number: CCE623VI06496 Ford 8000 Tractor Vehicle Identification Number: none John Deer JD544 -13 Loader Vehicle Identification Number: none International 966 Farmall 966 Tractor Vehicle Identification Number: none Bob Cat 743 Vehicle Identification Number: 5019M23235 Yamaha Golf Cart Vehicle Identification Number: none International 996 Tractor Model 8570 Vehicle Identification Number: none 1974 Chevy Pick Up with Potter fire Vehicle Identification Number: CCV144F457505 suppression set up 1973 Dodge Ram 250 with Vehicle Identification Number: 137JB24EXES322486 Bed- mounted toolbox 2002 Nissan Pickup Vehicle Identification Number: 1M6DD26S52C31483 14 foot long RedDale Travel Trailer Polaris 600 Sportsman ATV Polaris 330 TrialBoss ATV John Deer 100 Series Lawn Tractor Broom A unknown make & model Broom B unknown make and model Trailer mounted track sprayer 2. Attachments for Tractors /Vehicles CURRENTLY LICENSED; Title Number 02M893332 Vehicle Identification Number: none Vehicle Identification Number: none Vehicle Identification Number: none Vehicle Identification Number: none Howard Rotavator Jeffery Soil Control Cultivator model 10 series 4562 Disktor United Box Blade 896 HD Motor Grader American Farmland Brush Cutter Heavy Duty Box Blade Polaris snow blade for ATV Bill of Sale -PMI to City of Pueblo Page 3 of 5 3. Tools Paint Stripper Gas powered Pressure washer Central Pneumatic 21 Gallon Air compressor 2 Gas Powered Weed Cutters Craftsmen 4200 -Watt Generators Shoemaker Battery Charger 2 man Gas Power Auger Gas Power Water Pump Oxygen /Acetylene Welding Setup 2 Nitrogen Bottles with Regulator Misc Dewalt Power tools with Batteries Misc Hand tools to include hammers /wrenches /sockets /screwdrivers Misc brooms /shovels /rakes /scrapers Misc Hardware for repairs Yard Mate 5 hp Leaf Blower 2 5- Gallon Hand Sprayers 2 100 Gallon Propane Tanks with cart 1 Weed Burner ShopVac 10 Gallon Wet /Dry Vacuum Gas Powered Weed Blower COATS 20 -20, Tire Changing system and equipment 4. Cafe Equipment True stand up Freezer Traulsen 4 Door Commercial Cooler Vucan 4 Burner with grill and Range Hood with Fire Suppression System Silver King 2 Door Refrigerator 2 Panasonic Micro wave ovens True Soft drink Grab and Go Refrigerator Delfield Stainless Steel Freezer Bun- O -Matic 2 Burner Coffee Maker Large oval Soda Bin 2 Stainless Steel Work Benches 5 6 shelve stainless steel storage racks 1 bread rack 5. Tower Equipment 2 Servers with COMPU Link software installed 4 Monitors 7 Keyboards Bill of Sale -PMI to City of Pueblo Page 4 of 5 Downtrack control box (Interface box) Royal Photocopier 4 drawer file cabinet 2 drawer file cabinet 20 Motorola 20 channel Radios 12 Motorola Headsets FM Radio Transmitter PA System with Amplifier, Pre - Amplifier, CD Player and Speakers Dell Laptop Christmas Tree for Staring Line Starting line sensors and cones Starting line covers Dial in indicators box Tree shield 2 Complete sets of down track sensors and cones Roll out wheel Misc sensors /cable /brackets for down track Misc sensors /cable /brackets for starting line Misc office supplies Misc signs and banners Misc stools and office chairs Misc 6 -8 foot long tables Montgomery Wards 16 Frostless Refrigerator 5 CO2 Fire Extinguishers 5 Powder Extinguishers 3 Time Slip Printers OTHER ASSETS TRANSFERRED: 1 -1992 Rodman Motor home, ID #12518183, Title Number: 02M838154; 16X80 2.2 Mile Road Course and all buildings, structures. Any and all items not listed above, attached or non - attached recognized as assets to operation of Motorsport facility. Bill of Sale -PMI to City of Pueblo Page 5 of 5