HomeMy WebLinkAbout13266RESOLUTION NO. 13266
A RESOLUTION APPROVING A MANAGEMENT
AGREEMENT BETWEEN THE CITY OF PUEBLO, A
MUNICIPAL CORPORATION, AND NATURE AND
RAPTOR CENTER OF PUEBLO, INC. 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, that:
SECTION 1.
The Management Agreement dated August 1, 2015 between the City of Pueblo,
a Municipal Corporation, and the Nature and Raptor Center of Pueblo, Inc. relating to
the management of the Nature Center, 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
Management Agreement on behalf of the City of Pueblo, a Municipal Corporation, and
the City Clerk shall affix the Seal of the City thereto and attest same.
SECTION 3.
The officers and staff of the City are directed and authorized to perform any and
all acts consistent with the intent of the Resolution and the attached agreement to
effectuate the transaction described therein.
SECTION 4.
This Resolution shall become effective immediately upon passage and approval.
INTRODUCED: July 13. 2015
ATTESTED BY: -cDI&N
CI CLERK
City Clerk's Office Item # M-7
C i 1_
PU E B LO
BACKGROUND PAPER FOR PROPOSED
RESOLUTION
COUNCIL MEETING DATE: July 13, 2015
TO: President Steven G. Nawrocki and Members of City Council
CC: Sam Azad, City Manager
VIA: Gina Dutcher, City Clerk
FROM: Steven Meier— Director of Parks and Recreation Department
SUBJECT: A RESOLUTION APPROVING A MANAGEMENT AGREEMENT
BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION,
AND NATURE AND RAPTOR CENTER OF PUEBLO, INC. RELATING
TO THE MANAGEMENT OF THE NATURE CENTER AND
AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO
EXECUTE SAME
SUMMARY:
This Resolution approves a Management Agreement between the City of Pueblo and
the Nature and Raptor Center of Pueblo, Inc. for a term of five years and five months
commencing on August 1, 2015 and ending December 31, 2020.
PREVIOUS COUNCIL ACTION:
The two parties entered into a Management Agreement in 2004 which expired in 2009.
A five year extension was approved by City Council on November 23, 2009 for a second
term which expired on December 31, 2014. Amendment No. 3 was then approved
which extended the second term through June 30, 2015, and most recently Amendment
No. 4 has been approved extending the term one additional month through July 31,
2015 while the parties completed the process of executing a new Management
Agreement.
BACKGROUND:
With the expiration of the existing Management Agreement between the City of Pueblo
and the Nature and Raptor Center of Pueblo, Inc. on June 30 of this year, the Executive
Director had requested renewal with a long term agreement. Generally, the covenants
and provisions of the extended Management Agreement are the same as those in the
previous Management Agreement.
FINANCIAL IMPLICATIONS:
None
BOARD/COMMISSION RECOMMENDATION:
None
STAKEHOLDER PROCESS:
None
ALTERNATIVES:
Should this Resolution not be approved, the Nature and Raptor Center would be forced
to close their doors and cease operation.
RECOMMENDATION:
Approval of the Resolution.
PROPOSED MOTION:
This Resolution will be placed on the Consent Agenda.
A MANAGEMENT AGREEMENT BETWEEN THE CITY OF PUEBLO, A
MUNICIPAL CORPORATION, AND NATURE AND RAPTOR CENTER OF PUEBLO,
INC. RELATING TO THE MANAGEMENT OF THE NATURE CENTER
THIS MANAGEMENT AGREEMENT entered into as of August 1, 2015 between Pueblo, a
Municipal Corporation, 1 City Hall Place, Pueblo, Colorado, 81003 (the "City") and Nature and
Raptor Center of Pueblo, Inc., a Colorado nonprofit corporation, 5200 Nature Center Road, Pueblo,
Colorado, 81003 (the "Manager").
RECITALS
WHEREAS, City is the lessee under the Lease Agreement dated June 29, 2001 between City
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") (the "Lease") for the
real property described in attached Exhibit "A" and the owner of the real property described in
attached Exhibit "B". Both properties and all improvements thereon, whether now existing or
hereafter constructed or installed, are herein collectively referred to as the "Property."
WHEREAS, Manager is desirous of entering into a management agreement to develop,
operate and maintain on the Property a nature center for environmental and recreation purposes
("Nature Center").
WHEREAS, City is willing to enter into a management agreement with Manager for the
Nature Center upon the terms and conditions contained herein.
NOW, THEREFORE, in consideration of the foregoing recital and mutual covenants
contained herein, City and Manager agree as follows:
1. Grant. City hereby grants to Manager, subject to the terms and conditions herein
provided, the right and privilege to use, administer and manage the Property as and for a Nature
Center. Manager accepts such grant and agrees to continuously use, administer and manage the
Property as and for a Nature Center in compliance with the terms and conditions of the Management
Agreement.
2. Superior Lease. The Management Agreement and all terms, covenants and
conditions herein and use of the Property are in all respects subject and subordinate to the terms,
covenants and conditions of the Lease. Manager acknowledges receipt of a copy of the Lease.
3. Term.
3.1 Initial Term. The initial term of the Management Agreement is five (5) years
and five (5) months, commencing August 1, 2015 and ending December 31, 2020, unless
sooner terminated as herein provided.
3.2 Renewal. If not in default hereunder, Manager shall have the right and option
to renew the Management Agreement for an additional term of five (5) years upon the same
terms, covenants and conditions, except the right and option to renew granted hereby. If
Manager desires to renew the Management Agreement after the expiration of the original
term hereof, Manager shall within six months prior to December 31, 2020 so notify City,
otherwise, Manager's right and option to renew hereby granted shall cease and terminate. No
extension shall be effective until it is reduced to writing and signed by both parties.
4. Use. Manager shall continuously use the Property solely for the purpose of
developing, operating and maintaining the Nature Center.
5. Conditions of Use. Management and use of the Property are subject to and
conditioned upon the following covenants which Manager agrees to perform and comply with:
5.1 Manager shall comply with all applicable ordinances, laws and regulations
affecting the Property and the use thereof by Manager, including without limitation,
environmental, wetlands protection, and health and hazardous waste laws, ordinances and
regulations.
5.2 Manager shall maintain the Property in good condition, appearance and state
of repair regardless of cause of need for maintenance and repairs using reasonable care
according to the highest standards in the industry. Manager shall be responsible, at its sole
expense, for all routine maintenance of the Property, its physical facilities, fixtures and
equipment. Manager shall pay the first five hundred dollars ($500) per occurrence, to repair
and/or replace the physical facilities, fixtures or equipment. Thereafter, the City, at its sole
discretion and contingent upon funds being available for such a purpose, shall pay any and all
remaining amounts necessary to repair and/or replace the physical facilities, fixtures or
equipment so long as the repair and/or replacement is not necessitated by the negligence of
the Nature and Raptor Center, its employees, agents, subcontractors, guests and/or invitees.
Manager shall upon the termination or expiration of the Management Agreement deliver and
surrender the Property in good condition, appearance and state of repair.
5.3 Manager shall not permit, create, commit, or allow and shall protect the
Property against any Ioss, damage, any dangerous condition, injury or waste, ordinary wear
and tear, fire or other casualty not under its control, and acts of God excepted.
5.4 If the presence of Hazardous Materials on the Property caused or permitted by
Manager or the activities conducted on the Property by Manager results in contamination of
the Property, then Manager shall be responsible to remove, clean up and remediate such
contamination and Manager 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 Manager's
prior use and occupancy of the Property, or during or after the expiration or termination of
the Management Agreement as a result of such contamination or the failure of Manager 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. The indemnification provisions of sections 5.4 and
12.2 shall survive the termination of the Management Agreement.
5.5 City may enter the Property at any reasonable time to view the Property and
examine the conditions thereof, and for any lawful purpose necessary to enforce applicable
laws and ordinances and the provisions of the Management Agreement.
5.6 NO REPRESENTATION OR WARRANTY OF CONDITION OR
FITNESS. THE PROPERTY IS PROVIDED ON AN "AS IS" "WITH ALL ITS
FAULTS" BASIS, AND CITY MAKES NO REPRESENTATION OR WARRANTY AS
TO THE CONDITION OR FITNESS OF THE PROPERTY FOR ANY PARTICULAR USE
OR PURPOSE. Manager acknowledges and agrees that City makes no warranties or
representations whatsoever with respect to the condition of the Property, environmental or
otherwise. Manager acknowledges that it has been in possession of the Property since the
execution of the Modified Management Agreement between Manager and City dated January
25, 1993 and has had the opportunity to inspect the Property and agrees to take possession
and use of the Property in its present condition "AS IS," and "WITH ALL ITS FAULTS."
5.7 The relationship between City and Manager is purely contractual and Manager
is not nor shall Manager be construed to be the agent or partner of the City. Manager has no
authority to bind the City to any contract or undertaking made or entered into by Manager.
6. Manager's Representations. Manager represents and warrants that:
6.1 Manager is a nonprofit corporation duly organized and existing under the laws
of the State of Colorado and an exempt organization described in section 501(c)(3) of the
Internal Revenue Code.
6.2 Manager has approved and authorized by all necessary actions and approvals
the Management Agreement and its execution and delivery by its undersigned officers.
6.3 The Management Agreement constitutes the valid and legally binding
obligation of Manager and is enforceable against Manager in accordance with its terms.
7. Activities.
7.1 The scheduling of permitted activities on the Property and the conduct of such
activities, including the frequency and type of activities, shall be the responsibility of
Manager and within its discretion.
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7.2 All activities conducted on the Property shall be open to the general public
and, if applicable, shall be sanctioned by an appropriate sanctioning body. Manager may
charge a reasonable fee or admission charge, provided, that all such fees and charges shall be
used in the development, management and operation of the Nature Center and Manager shall
submit to City at least annually an accounting of the revenue from such fees and charges
including their expenditures.
7.3 Manager shall not in the use or operation of the Property, the Nature Center,
or activities conducted thereon discriminate on the basis of race, color, religion, sex, sexual
orientation, ancestry, disability, age, or national origin.
7.4 All ordinances of the City of a regulatory or police nature, including without
limitation, building codes and traffic ordinances shall apply to and govern the Property and
activities conducted thereon the same as if the Property were located within the City.
Manager shall control all noise and fugitive dust from roadways and activities conducted on
the Property.
8. Development.
8.1 The Property shall only be used and developed in accordance with a Master
Plan submitted to and approved by the City's Director of Parks and Recreation ("Director").
8.2 All buildings and other improvements of a permanent nature which Manager
plans to construct on the Property must receive preliminary written approval from Director.
In addition, the plans and construction drawings for all building and other improvements on
the Property must be designed by a professional engineer or architect and submitted to the
Director for review and written approval prior to the commencement of construction.
8.3 All buildings and improvements presently existing on the Property or
hereafter constructed and installed on the Property shall be and remain the property of the
City, except, that if Manager constructs or installs any building or improvement on the
Property without written approval of the Director as provided in section 8.2 above, City may,
at its option, require Manager to remove such building or improvement and restore the
Property to the condition existing prior to the construction or installation of such building or
improvement.
8.4 Manager shall not cause or permit any lien or encumbrance to be placed on or
asserted against the Property or any building or improvement thereon.
8.5 Manager shall not raze, remove, structurally change or substantially alter or
modify any building, structure or improvement on the Property without first obtaining the
written approval of Director.
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8.6 Any request for approval of the Director required by Sections 8.1, 8.2 or 8.5
shall be deemed denied if such approval is not given by the Director in writing within thirty
(30) days after receipt thereof by the Director. Approval of Director may be withheld if,
including but not limited to, Director deems the plan for construction or improvements to not
be in compliance with the Master Plan, Manager has failed to comply with the requirements
imposed by Section 8.2, Director has determined that the proposed construction or
improvement is not in the best interests of the Property, or the State of Colorado, or any
subsidiary thereof, refuses to approve a request for changes to state-owned property.
8.7 City shall maintain the lift station, force main septic line, gravity line, and
leach field shown in the diagram attached and incorporated herein as Exhibit "C" necessary
to move sewage from the Nature Center and Raptor Center to the leach field shown in
Exhibit "C."
8.8 City shall permit Manager to connect Nature Center plumbing to the lift
station and force main septic line shown in Exhibit "C" at Manager's expense. City shall
permit Manager to continue the connection from the Raptor Center to the gravity line shown
in Exhibit "C."
8.9 The force main septic line, gravity line, and lift station shown in the diagram
attached and incorporated as Exhibit "C" shall remain the property of the City.
9. Utilities and Roads.
9.1 Manager shall at its expense install, extend and maintain all roads within the
Property and access roads to the Property, except County Roads, and utility services to the
Property and pay all charges for all utilities serving the Property.
9.2 Manager shall maintain and repair the grease interceptors, drains, and
plumbing, at the Nature Center and Raptor Center by performing at least the following
maintenance and repairs:
(a) At the Nature Center: pumping, cleaning, repairing, and inspecting the
grease interceptor and all pipes, elbows, baffles, and vents associated with the grease
interceptor at least once annually; and
(b) At the Raptor Center: cleaning, repairing and inspecting the plumbing
and outflow to the gravity line shown in Exhibit "C" at least annually.
9.3 Manager shall enter into and maintain in place throughout the term of this
Management Agreement a continuing written contract with a firm, which is, in the City's sole
and absolute discretion, qualified to perform the maintenance and repairs required in Section
9.2. The contract shall expressly provide that the firm shall perform the maintenance and
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repairs required in Section 9.2.
9.4 Manager shall provide the City's Wastewater Enterprise with a copy of the
contract required in Section 9.2 within 60 days after this Agreement is executed by all parties
and on the anniversary of such execution every year thereafter that this Management
Agreement remains in place.
9.5 Manager shall pay all costs associated with the repairs and maintenance
required in Section 9.1, 9.2, and 9.3.
9.6 Manager shall pay all electrical utilities necessary to provide power to the lift
stations shown in Exhibit "C."
10. Taxes. Manager shall pay, before same become delinquent, all taxes assessed, levied
or imposed against the Property, Manager's personal property thereon, and all activities conducted on
the Property.
11. City's Rights.
11.1 City reserves the right to grant rights of way and easements on, over and
across the Property which do not materially interfere with Manager's use of the Property.
11.2 City reserves the right to enter upon the Property at all reasonable times for
the purpose of inspection.
11.3 City reserves the right to cross over the Property including the right to install,
maintain, repair, remove and relocate utilities, roads, roadways, trails and trail systems over,
under and across the Property at such location or locations as City may determine.
12. Insurance and Liability.
12.1 Manager shall, at its expense, maintain and keep in force (i) comprehensive
commercial liability insurance including contractual coverage naming the City as an
additional insured in amounts not less than $1 million single limit for property damage and
personal injury, and (ii) workers' compensation insurance required by Colorado law.
Manager shall furnish copies or certificates of such insurance to the City's Director of Parks
and Recreation.
12.2 Manager shall be in control and possession of the Property as provided herein,
and City shall not, in any event whatsoever, be responsible or liable for any injury or damage
to any property or any person while on the Property or resulting from or arising out of the use
of the Property by Manager or activities conducted thereon. As to the City, Manager agrees
to assume the risk of all injuries, including death resulting therefrom, to persons, and damage
to and destruction of property, including loss of use thereof resulting from or arising out of,
directly or indirectly, wholly or in part, any activities or prosecution of work undertaken by
Manager on the Property or the use of the Property by Manager or the use of the Property by
others under Manager's supervision or control or with the permission of Manager, and
Manager shall indemnify, defend, and save harmless City and its officers, agents and
employees therefrom.
12.3 Notwithstanding any provision of the Management Agreement to the contrary,
no term or condition of the Management 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 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, 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.
12.4 City will insure the buildings located on the Property against fire and other
insurable hazards in accordance with City's policies and procedures. In the event of fire or
other insured hazards, City will make available the net proceeds of such insurance to
Manager to repair or rebuild the property damaged by such fire or other insured hazard,
provided, that if Manager declines to repair or rebuild the property and so notifies City within
thirty (30) days of the occurrence of the fire or other hazard, the net proceeds of such
insurance shall be retained by City and this Management Agreement shall terminate. City
and Manager and all parties claiming under them mutually release and discharge each other
from all claims and liabilities arising from any fire or other hazard covered by such insurance
regardless of the cause of the damage or loss.
13. Termination and Default.
13.1 Superior Lease. If the Lease with respect to the Property is terminated for any
reason, the Management Agreement shall terminate.
13.2 The Management Agreement may be terminated by mutual consent.
13.3 If either party is in default hereunder, the non -defaulting party may give
written notice describing the default to the defaulting party. If the defaulting party does not
correct such default within thirty (3 0) days after receipt of said notice, or if the default cannot
be corrected within said 30 -day period and the defaulting party fails to commence action to
correct the default within said 30 -day period and thereafter diligently pursue corrective action
to completion, the non -defaulting party may upon an additional ten (10) days notice
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terminate the Management Agreement and, except for accrued rights and liabilities
hereunder, upon such termination each party shall be released from all future duties and
obligations hereunder.
13.4 Upon termination of the Management Agreement for any reason, all rights of
Manager hereunder shall cease and terminate and Manager shall immediately and peacefully
surrender and deliver possession of the Property to City.
14. Notice. Any notice required or permitted herein shall be in writing and delivered
personally or by first class mail, postage prepaid, as follows:
(a) If to City, Director of Parks and Recreation, City of Pueblo, 800 Goodnight
Ave., Pueblo, Colorado 81005; and City Manager, City of Pueblo, 200 South Main Street,
Pueblo, Colorado, 81003.
(b) If to Manager, 5200 Nature Center Road, Pueblo, Colorado, 81003.
Each party reserves the right to change its address provided notice of such change is given in
accordance herewith.
15. Eminent Domain. If the Property shall be taken by right of eminent domain, in
whole or in part, the Management Agreement shall terminate and all compensation and damages
which may be awarded for such taking shall belong to and be the sole property of City.
16. Water and Mineral Riahts. 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, including the right of surface entry thereto, are
reserved by the City and are not part of the Property.
17. State -Imposed Mandates Prohibiting Illegal Aliens From Performing Work.
(a) At or prior to the time for execution of this Agreement Manager shall submit
to the Purchasing Agent of City its certification that it does not knowingly employ or contract
with an illegal alien who will perform work under this Agreement and that Manager will
participate in either the "E -Verify Program" created in Public Law 208, 104th Congress, as
amended and expanded in Public Law 156, 108th Congress, as amended, that is administered
by the United States Department of Homeland Security or the "Department Program"
established pursuant to §8-17.5-102(5)(c) C.R.S. that is administered by the Colorado
Department of Labor and Employment in order to confirm the employment eligibility of all
employees who are newly hired for employment to perform work under this Agreement.
(b) Manager shall not:
(1) Knowingly employ or contract with an illegal alien to perform work
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under this Agreement;
(2) Enter into an Agreement with a subcontractor that fails to certify to
Manager that the subcontractor shall not knowingly employ or Agreement with an
illegal alien to perform work under this Agreement.
(c) The following state -imposed requirements apply to this Agreement:
(1) Manager shall confirm the employment eligibility of all employees
who are newly hired for employment to perform work under this Agreement through
participation in either the E -Verify Program or Department Program.
(2) Manager is prohibited from using either the E -Verify Program or
Department Program procedures to undertake pre-employment screening of job
applicants while this Agreement is being performed.
(3) If Manager obtains actual knowledge that a subcontrator performing
work under this Agreement knowingly employs or contracts with an illegal alien,
Manager shall:
A. Notify the subcontractor and the City's Purchasing Agent
within three (3) days that Manager has actual knowledge that the
subcontractor is employing or contracting with an illegal alien; and
B. Terminate the subcontract with the subcontractor if within
three (3) days of receiving the notice required pursuant to subparagraph
(c)(III)A. above the subcontractor does not stop employing or contracting
with the illegal alien; except that Manager shall not terminate the Agreement
with the subcontractor if, during such three (3) days, the subcontractor
provides information to establish that the subcontractor has not knowingly
employed or contracted with an illegal alien.
(4) Manager is required to comply with any reasonable request by the
Colorado Department of Labor and Employment (hereinafter referred to as "CDLE")
made in the course of an investigation that CDLE is undertaking pursuant to its
authority under §8-17.5-102(5), C.R.S.
(d) Violation of this Section by Manager shall constitute a breach of Agreement
and grounds for termination. In the event of such termination, Manager shall be liable for
City's actual and consequential damages.
As used in this Section, the term "subcontractor" shall mean any subcontractor of Manager
rendering services within the scope of this Agreement.
MOM
18. Miscellaneous Provisions.
18.1 Waiver of Breach. No assent, express or implied, by City to any breach or
default by Manager in the performance of any one or more of the covenants hereof shall be
deemed or taken to be a waiver of any succeeding breach of or default in the same or
different covenant.
18.2 Attorney's Fees, Costs of Collections, and Governing Law and Venue. In the
event of any litigation arising out of the Management Agreement, the court shall award to the
prevailing party all costs and expenses, including but not limited to, reasonable expert
witness and attorney fees. This Agreement shall be governed by the laws of the State of
Colorado. Venue for any such litigation shall be Pueblo County, Colorado. To the extent
permitted by law, each party waives their right to a jury and consent to all litigation being
tried to the Court.
18.3 Time of the Essence. Time is of the essence hereof and the Management
Agreement shall be binding upon and inure to the benefit of the parties and their respective
successors and approved assigns.
18.4 Assignment. Manager shall not assign the Management Agreement or any of
its rights thereunder or sublet all or any part of the Property without the prior written
approval of the Director of Parks and Recreation.
18.5 Amendment. No amendment or modification of the Management Agreement
shall be effective unless in writing and signed by all of the parties hereto.
18.6 Entire Agreement, Severability. The Management Agreement constitutes the
entire agreement of the parties with regard to the subject matter hereof and supersedes any
and all prior agreements and understandings whether oral or written. If any provision of this
Agreement is held invalid or unenforceable, no other provision shall be affected by such
holding, and all of the remaining provisions of this Agreement shall continue in full force
and effect. This Agreement may be executed in multiple counterparts, each of which shall be
deemed an original, and all of which together constitute one and the same agreement.
18.7 Applicable Law. At all times during the performance of the Management
Agreement, the parties shall adhere to and be bound by all applicable federal, state and laws,
ordinances and regulations.
18.8 BindingE. This Agreement shall inure to the benefit of, and be binding
upon, the Parties, their respective legal representatives, successors, and assigns; provided,
however, that nothing in this paragraph shall be construed to permit the assignment of this
Agreement except as otherwise expressly authorized herein.
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18.9 No Third Party Beneficiaries, No Waiver of Immunities. Nothing in the
Management Agreement, expressed or implied, is intended nor shall be construed to confer
upon, or give to, any person or entity other than the City or Manager any right, remedy, or
claim under or by reason of the Management Agreement or any covenant, condition or
provision hereof, and all covenants, conditions, provisions and agreements contained in the
Management Agreement by or on behalf of City or Manager shall be for the exclusive and
sole benefit of City and Manager. Nothing in the Management Agreement is intended, nor
should it be construed, to waive any immunities or limitations conferred under federal or
state law, including but not limited to the Colorado Governmental Immunity Act, § 24-10-
101 et seq., C.R.S.
18.10 No Multi-year Fiscal Obligation on City. This Agreement is expressly made
subject to the limitations of the Colorado Constitution. Nothing herein shall constitute, nor
deemed to constitute, the creation of a debt or multi-year fiscal obligation or an obligation of
future appropriations by the City Council of Pueblo, contrary to Article X, § 20 Colorado
Constitution or any other constitutional, statutory or charter debt limitation. Notwithstanding
any other provision of this Agreement, with respect to any financial obligation of the City
which may arise under this Agreement in any fiscal year after 2015, in the event the budget
or other means of appropriations for any such year fails to provide funds in sufficient
amounts to discharge such obligation, such failure shall not constitute a default or breach of
this Agreement, including any sub -agreement, attachment, schedule, or exhibit thereto, by the
City.
18.11 Section Captions. The captions of the paragraphs are set forth only for the
convenience and reference of the Parties and are not intended in any way to define, limit or
describe the scope or intent of this Agreement.
18.12 Authority of Signers. Each person signing this Agreement on behalf of a
party represents and warrants that he or she has the requisite power and authority to enter
into, execute, and deliver this Agreement on behalf of such party and that this Agreement
is a valid and legally binding obligation of such party enforceable against it in accordance
with its terms.
18.13 Prior Agreements Terminated. The Management Agreement between City
and Manager dated June 1, 2004, as amended, is hereby terminated and canceled effective
August 1, 2015 and City and Manager are hereby released and discharged from all future
obligations thereunder.
-INWITNESS WITNESS WHEREOF, the parties have entered into the Management Agreement in
Pueblo, "Colorado on the day and year first above written.
[SEAIL
]
ATTEST::,
City erk
[SEAL]
ATTEST:
Name:
Title:
[SEAL]
ATTEST:
Name:
Title:
APPROVED AS TO FORM:
By
City Attorney
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PUEBLO, a Munici al Co oration
B
Press ent o t e City Council
NATURE AND RAPTO . CENTER
OF PUEBLO, INCA% /
By Y110
N:John Gallagher
Ti e: Executive Director
NATURE AND RAPTOR CENTER
OF PUEBLO, INC.
By�_P,Z,Ld. I,�
Name: Teresa Valenti
Title: President, Board of Trustees
Exhibit A
RAPTOR LEASE DESCRIPTION;
A TRACT OF LAND LOCATED IN 1'IIIW, S I2 Or aw S 112 OF SECTION 28 AND THE N 1/2 OF T'irp
N lh. OF SECTION 33, 90TH IN TOWNSIIIP 20 SOUTH, HANCrE 65 WEST OF T11I3 6n� NRINCIPAI,
MERIDIAN, PUEBLO COUNTY, COLORADO, MORR PARTICULARLY DESCRIBED AS FOLLOWS:
COh0aNCING AT'THR SOLMI QUARTER CORNER OF SAID SECTION 28; 'THENCE N88°26133"
ALONG THE SOUTH LINE OF THE SOUTIIIIAST QUARTER OF SAID SECTION 28, A DISTANCE OF
232.60 FEET; THENCE S01°43'34"13 A DISTANCE OF 103,36 FEET TO A POINT ON THE SOUTHERLY
RIGHT -OP -WAY OF A COUNTY ROAD (40 FOOT RIGHT-OF-WAY); THENCE S84°53'00"E ALONO
SAID SOT17NERLY RIG)rr-OF-WAY, A DISTANCE OF 239,ST FEET TO 7'HE EASTERLY 13DOE OF A
GRA VEL. ROAD (STM S'TR9I3'ty, SAID POINT ALSO BEING TI IS TRUE POINT OF BEGINNING OF
THIS DESCRIPTION:
L n4RNCB N07"44'27"E ALONG THE EASTERLY 13DGE OF SAID GRAVEL ROAD (8T" STREM), A
DISTANCE OF 593.19 FEET TO TIM SOUTHP.RI.y IUGHT-OF-WAY LINE OF NATURE C6NTBR
ROAD (SAID SOUTHERLY RIGHT-OF-WAY LINE BEING POSITIONED AT 30.00 FOOT
SOUTHERLY AND PARALLEL TO THECENTER OF THE PAVED PORTION OF SAID NATURI?
CENTER ROAD);
THE FOLLOWING NINE (9) COURSES FOLLOW SAM SOUTHERLY RIGHT -OP -WAY LI2VE OF
NATURE CENTER ROAD:
2. THENCE S74°46'50".W A DISTANCE OF 1914.10 FEET''TO A POINT OF CURVE TO THE, RIGHT;
3. THENCE ALONG THE ARC OF'SAID CURVE TO THE RIGHT WMd A RADIUS OF 500.00. FEET,
A DELTA ANGLE OF 21"56'09 AN ARC LENGTH OF 191,43'FBI3T, WHOSE LONG CHORD
BEARS S85044'53"W A DISTANCE OF 190.26 FEET;
4. THENCE N$39 7'01"W A DISTANCE OF 133.00 FEET TO A POINT OF CURVE TO TELL Lwr-
S. THENCE ALONG TEIB ARC OF SAID CURVE TO THB LEFT WITH A RADIUS OF 170.00 FEET, A
DELTA ANGLE OF 29041'18", AN ARC LENGTH OF 88,12 FHBT, WHOSE LONG CHORD SEARS
S81 °52'00"W A DISTANCA OF 87.14 FEET TO A POINT OF COMPOUND CURVE TO THE LEFT;
6. THENCE ALONG TETE ARC OF SAID CObQOUND 'CURVE TO THE LEFT Wrrl I A RADIUS OF
60,00 FEET, A DELTA ANGLE OF 46°46'21", AN ARC LENGTH OF 48.98 FEET, WHOSE LONG
CHORDS BEARS S43037'51"W A DISTANCE OF 47,63 bBET TOO A POINT OF COMPOUND CURVE
TO THE LEFT;
7, THENCE ALONG�THE ARC OF SAID COMPOUND CURVE TO 71=1E LEFT WITH A RADIUS OF
1000.00 FEET, A DELTA ANGLE OF 03°53'42", AN ARC LENGTH OF 67.98 FEET, WHOSE LONG
CHORD BEARS S18°I7'50"W A DISTANCE pF 67.97 FPST TO A POINT OF COMPOUND CURVE
TO THE LEFT;
8. THENCE ALONG THE ARC OF SAID COMPOUND CURVE TO THE LEFT WITH A RADIUS OF
150.00 FEET, A DELTA ANGLE OF 23°32'41", AN ARC LENGTH OF 61.64 FEET, WHOSE LONG
CHORD BEARS SO4034'38"W A DISTANCE OF 61,21 FLET TO A POW -OF COMPOUND CURVE
TO THA LEFT;
9. THENCE ALONG 77M ARC OF SAID COMPOUND CURVE TOTHE LEFT WMI A RADIUS OF
12000.00 FEET, A DELTA ANGLE OF 00°41'01", AN ARC LENGTH OF 143.20 FBP.1', WHOSE
LONG CIIORD BEARS S07°32' 13"E A DISTANCE OF 143.20 FEET TO A POINT OF COMPOUND
cURVE 'r0 THE LEFT;
We TIMCB ALONG THE ARC Of SAID COMPOUND CURVE TO THE LEFT WIT14 A RADIUS OF
500,00 FEET, A DELTA ANGLE OF l7°35'44", AN ARC LSNOTHOF 153,35 FBBT, WHOSE LONG
CHORD BEARS 316°40'36"B A DISTANCE OF 152.95 FBBT;
11, THENCE S27"03'1 5"W A DISTANCE OF 156.54 FEET;
12, THENCE S28°50'55" E A DISTANCE OF 200,12 FEET,
13. THENCE N61 °09'05"B A DISTANCE OF 409.18 FEET;
14. THENCE S02°10'02"E A DISTANCE OF 26.63 FEET;
13. THENCE S83009'02"F A DISTANCE OF 265.00 FEET;
Exhibit A
16, TRENCH 508°20'02" E A DISTANCII OF 122.73 FEET TO THE NORTHERLY RIGHT-OF-WAY LINB
OF TI18 PUBBLO AND ARKANSAS VALLEY RAILROAD, SA 11) POINT ALSO BEING A POINT'
ON A NON -TANGENT CURVE TO THE RIGHT:
THE FOLLOWING FIVE (5) COURSES FOLLOW SAID NORTHERLY RIOHT-OF»WAY LINE OF,THE
PUEBLO AND ARKANSAS VALLEY RAILROAD:
17, TFMNCE ALONG THE AkC OF SAID CURVE TO THE RIGHT WITHA. RADIUS OF 1482.68 FSBT,
A DELTA ANGLE OF 09°25'48"1 AN ARC LENGTH OF 244.03 FE)gT', WHOSE LONG CHORD
DEARS N78053'47"S A DISTANCE OF 243.75 FLET,
I8. THENCE N83036'4 i "E A DISTANCE OF 753.00 FEET TO A POINT OF CURVE TO THE LEFT;
19,. THENCE ALONG THE ARC OF SAID CURVE TO THE LAFT WITH A RADIUS OF 905,37 FEET, A
DELTA ANGLE OF 34°03'00", AN ARC LENGTH OF 538,05 FEET, WHOSE LONG CHORD BEARS
N66°35' 11" B A DISTANCE OF 530,16 F&? ; -
20. THENCE N49°33'41 "E A DISTANCE OF 148.90 FEET TO A POINT OF CURVE TO THE RIGH1;
21. THENCE ALONG THE ARC OF SAID CURVE TO THE WORT WITH A RADIUS OF 1492.69 FEET,
A DELTA ANGLE OF 1304924111 AN ARC LENGTH OF 357.71 FEET, WHOSE LONG CI9ORD
BBARS N1,928'23"B A DISTANCE OF 356.85 FEET;
22. THENCE N84053'00"W A DISTANCE OF 380.70 FEET TO THE TRUE POINT OF BEGINUNG OF
THIS DBSCRIP77ON
THE ABOVE TRACT OF LAND CONTAINS 43.98 ACRES, MORE OR LESS.
TOGETHER WITH AN BASEMENT FOR EXISTING ROADS, UTIL1TT89 AND DMIVIDUAL SEWAGE
DISPOSAL SYSTEMS OVER GRANTORS PROPERTY, WHICH SERVE THB ABOVE DESCRIBED
PROPERTY AND THE CITY NATURE CENTER LYING CONTIGUOUS TO TfM SoUM. WEST
PORTION OF THE ABOVE DESCRIBED PARCEL
SASIS OF BEARINGS FOR THESE DESCRIPTIONS IS THB WI3ST LINE OF THE NORTHW13ST
QUARTER OF SECTION 28, TOWNSHIP 20 SOUTH, RANGE 65 WBST OF THE 61M P.M., WHICH 1S
ASSUMED TO BEAR N01 ° 14'08"W, PROM THE WEST QUARTER CORNER OF SAID SECTION 28
(A 3 1/4" BLM BRASS CAP), TO THIS NORTHWEST' CORNER OF SAID SECTION 29 (A 3 1/4" ELM
BRASS CAP).
THE FOREGOING DESCRIPTION WAS PREPARBI) BY:
RAYMOND SOSEPH PECHEK PLS 24964
FOR AND ON BEHALF OF URS
9960 FEDERAL DRIVE, SUIT$ 300
COLORADO SPRINGS, COLORADO 80921
(719) 531-0OOI
AM 22, 2001
Exhibit A
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Exhibit 8
All that portion of ]and in the NB 1/4 of the NW 1/4 and the NW 1/4,of the NW 1/4 of Sec. 33, T-20.
S, R -65-W conveyed to the City of Pueblo by the Deed recorded at Number 56199, in Page 105,
Book 1915, in the office of the County Clark and Recorder, Pueblo County, Colorado.
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