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HomeMy WebLinkAbout11792RESOLUTION NO. 11792 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE PUEBLO HISTORICAL AIRCRAFT SOCIETY FOR THE FINANCING AND CONSTRUCTION OF THE PUEBLO WEISBROD AIRCRAFT MUSEUM HANGAR #2 BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Agreement between the City of Pueblo and the Pueblo Historical Aircraft Society for the financing and construction associated with Pueblo Weisbrod Aircraft Museum Hangar #2, a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. SFrTinN 9 Funds for said professional services in the amount of $836,785.96 shall be paid from Project Account CP0919. SFrTInN i The President of the City Council is hereby authorized to execute the said Agreement on behalf of Pueblo, a Municipal Corporation, and the City Clerk shall affix the seal of the City thereto and attest the same. INTRODUCED: January 25, 2010 BY: Vera Ortegon COUNCILPERSON APPROVED: RESIDENT CF CITY CC) UNCIL ATTESTED BY: GIB' Y CLERK L) 4 Background Paper for Proposed RESOLUTION DATE: JANUARY 25, 2010 DEPARTMENT: PUBLIC WORKS DIRECTOR — EARL WILKINSON, P.E. TITLE AGENDA ITEM # M -2 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE PUEBLO HISTORICAL AIRCRAFT SOCIETY FOR THE FINANCING AND CONSTRUCTION OF THE PUEBLO WEISBROD AIRCRAFT MUSEUM HANGAR #2 ISSUE Should the City Council enter into an agreement with the Pueblo Historical Aircraft Society for the financing and construction of the Pueblo Weisbrod Aircraft Museum Hangar #2? Approval of this Resolution. BACKGROUND The Pueblo Historical Aircraft Society ( "Society ") has sufficient funds to design and construct a display hangar at the Pueblo Memorial Airport. The City is willing to construct the hangar through its procurement and contracting procedures on behalf of the Society. This Agreement commits the Society's funds to the project FINANCIAL IMPACT Funds for this project in the amount $836,785.96 shall come entirely from the Society and shall be paid out of Project No. CP0919 - 2009 Pueblo Weisbrod Aircraft Museum Hangar #2. AGREEMENT THIS AGREEMENT made and entered into as of the 25th day of January, 2010 between Pueblo, a municipal corporation ( "City ") and the Pueblo Historical Aircraft Society, a Colorado nonprofit corporation ( "Society "), WITNESSETH: WHEREAS, Society is willing to commit funds to design and construct another display hangar ( "Display Hangar ") on a portion of land at the Pueblo Memorial Airport, Pueblo, Colorado, known as the Pueblo Weisbrod Aircraft Museum ( "Museum "), and WHEREAS, City is willing to construct the Display Hangar through its procurement and contracting procedures subject to the terms and conditions hereof. NOW, THEREFORE, in consideration of the foregoing and mutual covenants contained herein, City and Society agree as follows: Society warrants and represents that: (a) Society is duly organized and validly exists in good standing under the laws of the State of Colorado, has all necessary power and authority to enter and perform the covenants and agreements on its part to be performed under this Agreement, and by proper action has duly authorized the execution and performance of this Agreement. (b) This Agreement constitutes a legal, valid and binding obligation of Society and City enforceable in accordance with its terms. (c) Society has funds in the amount of $904,075.69 committed and available for the design and construction of the Display Hangar ( "Society Funds "). Society Funds are held by the institutions ( "Accounts ") described in attached Exhibit A. 2. Society understands and agrees that City will enter into contracts for the design and construction of the Display Hangar and City will become primarily obligated to make payments when due under such contracts ( "Contract Payments "). It is the intent and purpose of this Agreement that Society Funds will be used to either directly make the Contract Payments or reimburse City for Contract Payments made by City. 3. Society shall pay and disburse Society Funds for Contract Payments to such persons or entities as City's Director of Finance shall designate in written notice supported by appropriate documentation given to Society ( "Director's Notice "). Society Funds shall be so paid and disbursed within five (5) business days after date of the Director's Notice, provided, however, in order not to suffer any loss of interest, if Society has insufficient immediately available Society Funds to make Contract Payments as designated in Director's Notice because an Account or Accounts have not yet matured, Society Funds will be paid and disbursed by Society as specified in the Director's Notice or to the City, if City has made the Contract Payments, no later than five (5) business days after the date of maturity of such Account or Accounts. Society shall not take or fail to take any action which will cause the maturity date of any Account to be changed or modified. Society does hereby grant to City a security interest in the Accounts to secure the prompt payment of all amounts which may become due and payable by Society to or for the benefit of the City under this Agreement. 4. If excess Society Funds remain after paying all costs and expenses of the design and construction of the Display Hangar and directly related Va site amenities ( "Excess Funds "), the Excess Funds may be used to construct the extension of the parking lot adjacent to Magnuson Avenue and the existing display hangar (No. One). If, however, there are insufficient Excess Funds to construct the parking lot, Society will, in its sole discretion, construct the parking lot as future funds become available. 5. City will cause the design and construction of the Display Hangar to be completed in accordance with plans and specifications approved by the City in a reasonable and expeditious manner, provided, however, that Society Funds are sufficient therefor. 6. Upon substantial completion of the Display Hangar, the Display Hangar shall become part of and incorporated into the Museum and managed by Society pursuant and subject to the terms, conditions and provisions of the Management Agreement dated April 22, 2007 between City and Society. 7. This Agreement sets forth the entire understanding between City and Society with respect to the subject matter hereof. No change, modification or amendment shall be valid or enforceable unless set forth in writing and signed by City and Society. 8. Any notice to be given under this Agreement shall be in writing and personally served or sent by certified mail, postage prepaid, to: (a) If to City: City of Pueblo, I City Hall Place, Pueblo, Colorado, 81003, Attention: City Manager; (b) If to Society: Pueblo Historical Aircraft Society, 31001 Magnuson Avenue, Pueblo, Colorado, 81001, Attention: President; or to such other place as City or Society may from time to time designate in a written notice given to the other party. 9. This Agreement shall be governed by the laws of the State of Colorado and shall be binding upon and inure to the benefit of the parties hereto and their respective successors and approved assigns. 10. Nothing in this Agreement, express or implied, is intended nor shall be construed to confer upon, or give to, any person or entity other than the City or Society any right, remedy, or claim under or by reason of this Agreement or any covenant, condition or provision hereof, and all covenants, conditions, provisions and agreements contained in this Agreement by or on behalf of City or Society shall be for the exclusive and sole benefit of City and Society. 11. No term or condition of this Agreement shall 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 same maybe amended. The parties understand and agree that the City =s and its officers' and employees' liability for claims for injury to persons or property is controlled and limited by the provisions of 1 24- 10- 10 1, et seq., C.R.S. as amended. Executed the day and year first above written. [SEA_L] CITY OF PUEBLO, A MUNICIPAL CORPORATION ATTEST: CiTy erk Approved to as form: MOM i President of the City Council PUEBLO HISTORICAL AIRCRAFT SOCIETY, A COLORADO NON - PROFIT CORPORATION By President