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HomeMy WebLinkAbout09087ORDINANCE NO. 9087 AN ORDINANCE APPROVING A DEMOLITION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO RELATING TO THE REGIONAL TOURISM PROJECT AND AUTHORIZING THE PRESIDENT OF THE COUNCIL TO EXECUTE SAME BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The Demolition Agreement dated January 23, 2017 between the City of Pueblo, a Municipal Corporation and the Urban Renewal Authority of Pueblo, Colorado for demolishing the City owned building located at 150 Central Main Street (the "Agreement"), a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver the Agreement in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 2. The President of the City Council is hereby authorized to execute said 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 to the 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 Ordinance and the attached Agreement to effectuate the transactions described therein. SECTION 4. This Ordinance shall become effective upon final passage and approval. INTRODUCED: January 9, 2017 BY: Ed Brown PASSED AND APPROVED: January 23, 2017 City Clerk’s Office Item # R-4 BACKGROUND PAPER FOR PROPOSED ORDINANCE COUNCIL MEETING DATE: January 9, 2017 TO: President Stephen G. Nawrocki and Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk FROM: Steven Meier, Director of Planning and Community Development SUBJECT: AN ORDINANCE APPROVING A DEMOLITION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, AND THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO RELATING TO THE REGIONAL TOURISM PROJECT AND AUTHORIZING THE PRESIDENT OF THE COUNCIL TO EXECUTE SAME SUMMARY: Attached for consideration is a demolition agreement between the City of Pueblo and the Urban Renewal Authority of Pueblo (PURA) to demolish the City owned building at 150 Central Main Street relating to expansion of the convention center exposition hall for the Regional Tourism (RTA) project. PREVIOUS COUNCIL ACTION: City Council, Pueblo Urban Renewal Authority and the Historic Arkansas Riverwalk of Pueblo Authority entered a Cooperation Agreement by Resolution No. 12602 on February 25, 2013 related to the planning, financing, designing, engineering, overseeing, managing, maintaining, and operating the RTA project. BACKGROUND: Beginning in 2009, the Pueblo Urban Renewal Authority (the “Authority”) partnered with the City of Pueblo, the Pueblo Chamber of Commerce, the Pueblo Economic Development Corporation, the Historic Arkansas Riverwalk Authority and HARP Foundation, and other community partners to develop plans and funding strategies for the Regional Tourism Project (the “Pueblo RTA Project”). On June 13, 2011 City Council approved Resolution No. 12174 authorizing the submittal of a proposal to the Colorado Office of Economic Development and International Trade (OEDIT) for the dedication of specified state sales tax increment revenue authorized through State of Colorado Regional Tourism Act (RTA) for the RTA Project (Project). In September 2012, the Colorado Economic Development Commission (“CEDC”) voted to accept the proposal from the City of Pueblo and authorize state sales tax increment to fund the RTA Project. The demolition of the 150 Central Main Street building is the first step in expansion of the convention center exposition hall and the RTA Project. The City will work with the consultant in preparing the demolition plans and specification. The City will also bid and oversee the demolition work. PURA will contract and pay for the consultants and contractors necessary for the Project. FINANCIAL IMPLICATIONS: PURA will be responsible for executing all agreements and paying all associated costs relating to the demolition of the building identified in said agreement. City staff time will be expended in completing this Project. BOARD/COMMISSION RECOMMENDATION: None. STAKEHOLDER PROCESS: Not Applicable. ALTERNATIVES: If the City Council does not approve this Ordinance, PURA will need to find other options in completing the Project. RECOMMENDATION: Approval of the Ordinance. Attachments: Demolition Agreement DEMOLITION AGREEMENT 1.0 PARTIES. This Agreement (the "Agreement") is made and entered into as of January 23, 2017, by and between the CITY OF PUEBLO, a municipal corporation (the "City") and the PUEBLO URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado (the "Authority"). The City and Authority are sometimes referred to herein collectively as the "Parties" and each individually as a"Party". 2.0 DEFINITIONS. Unless a contrary meaning is clearly stated, capitalized terms in this Agreement shall be defined as follows. All references to section numbers mean section numbers in this Agreement unless otherwise specified. "Agreement" means this agreement as it may be amended or supplemented in writing. "Authority" means the Party defined in Section 1.0, and its successors and assigns. "City" means the Party defined in Section 1.0, and its successors and assigns. "Project" means all of the work involved in demolishing the former Police Annex Building located at 150 Central Main Street, Pueblo, CO 81003. 3.0 TERMS AND CONDITIONS. In consideration of the mutual covenants and promises of the Parties contained herein, and other valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties agree as set forth in this Agreement. 4.0 DEMOLITION SERVICES. The Parties agree to cooperate to demolish the former Police Annex Building located at 150 Central Main Street, Pueblo, CO 81003 (the "Project") as set forth in this Agreement. 5.0 DUTIES OF THE PARTIES. The Parties shall have the following functions, duties and responsibilities under this Agreement. 5.1 Demolition Services. The City will engage the services of a competent demolition contractor and such other consultants (collectively, the "Consultants") as it shall deem necessary or desirable to perform the demolition services for the Project. The City shall consult with and cooperate with the Authority and its Consultants in the design of the Project to ensure orderly and efficient design and destruction procedures. As used herein, "design and engineering services" means and includes designs, plans and specifications, documents, bidding, and design consultant participation during the Project. 5.2 Design Engineering Services. During the design and engineering stage of the Project, the City will consult with the Authority on the design and engineering of the Project. The Project shall be designed and engineered in a manner consistent with any applicable federal or state statutes pertaining to asbestos abatement and the disposition of other hazardous materials. Prior to completion of final design and again prior to bid solicitation of any portion of the Project, the City will submit the draft final design or draft bid documents, as applicable, to the Authority for review and comment. Upon final approval by both parties, the City will bid the project. 5.3 Bid Documents. The bid documents used for the Project, including general provisions, special provisions, forms of contract, forms of bonds, and standard specifications shall, to the extent feasible, and with appropriate modifications to be agreed upon by the Authority and the City, be the City's standard forms therefor. The bid documents shall provide that during the demolition phase of the Project, the Consultants may be consulted regarding design intent, but that the Director of Public Works of the City shall be authorized on behalf of the Parties to determine performance by the contractor and to reject defective or non-compliant work. 5.4 Payment of Demolition Costs. The Authority shall promptly pay the costs of the Project. Costs of the Project include, without limitation, design, bidding, demolition contract payments, approved change orders, environmental investigation and mitigation, surveys and studies, and soils and materials testing. The City shall be responsible for coordinating the Project, performing demolition oversight, observation, approval of change orders and review and approval of periodic payment requests to be submitted to the Authority. In the event that City incurs any Project expenses prior to the effective date of this Agreement, Authority will reimburse the City for same. Costs of the Project do not include time or materials or Administrative Services furnished by the City or City employees or personnel. 5.5 Contract Administration. The City will coordinate with the environmental consultant for all project oversight and final clearance as required by federal and state requirements. 5.6 Services Excluded. The City's performance of the administrative services shall not make the Authority responsible for superintendence of the demolition site conditions, safety, safe practices or unsafe practices or conditions, operation, equipment, or personnel other than employees of the Authority. The City's contractors shall, at all times, be responsible for supervision of the contractor's work and be solely responsible for safety and for maintaining safe practices and avoiding unsafe practices and conditions. The Authority shall not have authority or responsibility to supervise, direct or control any contractor's work or contractor's means, methods, techniques, sequences, or procedures of destruction. 6.0 PROJECT COORDINATION TEAM. To provide consistent and effective communication, the City and the Authority, not later than thirty (30) days after the effective date of this Agreement, shall each appoint named senior representatives to a Project Coordination Team. Thereafter, the Project Coordination Team shall meet regularly until the completion of all Project demolition work. The Executive Director of the Authority and a City employee designated by the City Manager shall co-chair the Project Coordination Team. 6.1 Director of Public Works. Until all design and demolition work on the Project is complete, the Director of Public Works of the City shall keep the Project Coordination Team informed concerning the progress of the work on the Project, significant pending issues and actions, and shall seek the views of the Project Coordination Team. 2 6.2 Duties. The Project Coordination Team shall not have authority to modify or waive any provisions of this Agreement, but it may offer recommendations to the Parties regarding issues related to design; plans and specifications; scheduling; contract awards and modifications; contract costs; final inspection and other related matters. 7.0 DISPUTE RESOLUTION. As a condition to a Party bringing any suit for breach of this Agreement, that Party must first notify the other Party in writing of the nature of the purported breach and seek in good faith to resolve dispute through negotiation. Except as provided in Section 5.2, if the parties cannot resolve the dispute through negotiation, they may agree to a mutually acceptable method of non-binding alternative dispute resolution with a qualified third party acceptable to both Parties. The Parties shall each pay fifty percent (50%) of any costs for the services provided by such third party as such costs are incurred. The existence of a dispute shall not excuse the Parties from performance pursuant to this Agreement. 8.0 MISCELLANEOUS PROVISIONS. 8.1 Notices. Any notice required or permitted by this Agreement shall be in writing and shall be deemed to have been sufficiently given for all purposes if personally served or if sent by certified mail or registered mail, overnight courier service, postage and fees prepaid, addressed to the Party to whom such notice is to be given at the address set forth below: If to the City: City Manager, City of Pueblo I City Hall Place, 2nd Floor Pueblo, CO, 81003; with a copy to: City Attorney 1 City Hall Place Pueblo, CO, 81003; If to the Authority: Executive Director Pueblo Urban Renewal Authority 115 E. Riverwalk Pueblo, CO 81003 with a copy to: Douglas Piersel, Esq. Mullans, Piersel & Reed, P.C. 1311 N. Greenwood Street Pueblo, CO 81003; or at such other address as may hereafter be furnished in writing to the other Party. 8.2 Delays. Any delays in or failure of performance by any Party of its obligations under this Agreement shall be excused if such delays or failure are a result of acts of God, fires, floods, strikes, labor disputes, accidents, regulations or order of civil or military authorities, shortages of labor or materials, or other causes, similar or dissimilar, that are beyond the control of such Party. 3 8.3 Default. Time is of the essence, subject to Section 8.2, above. If any condition, obligation, or duty is not timely made, tendered, or performed by either Party, then this Agreement, at the option of the Party who is not in default, may be terminated by the non- defaulting Party, in which case, the non-defaulting Party may seek the equitable remedies of specific performance or injunction. The Parties hereby waive any rights to money damages. No commissioner, council member, official, employee, attorney, or agent of the Authority or the City shall be personally liable under this Agreement. 8.4 Section Captions. The captions of the Sections 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. 8.5 Additional Documents or Action. The Parties agree to execute any additional documents or take any additional action that is reasonably necessary to carry out this Agreement. 8.6 Integration and Amendment. This Agreement represents the entire agreement between the Parties with respect to the subject matter and there are no oral or collateral agreements or understandings with respect to the subject matter. This Agreement may be amended only by an instrument in writing signed by the Parties. 8.7 Waiver of Breach. A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement shall not operate or be construed as a waiver of any subsequent breach by either Party. 8.8 Governing Law; Attorney Fees; Venue. This Agreement shall be governed by the laws of the State of Colorado. In the event of any litigation arising under this Agreement, the court shall award to the prevailing party its costs together with all reasonable and out-of-pocket expenses of any kind relating to the litigation including, but not limited to, reasonable attorney fees. Venue for any such litigation shall be 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 such District Court. To the extent allowed by law, each party waives its right to a jury trial. 8.9 Binding Effect. This Agreement shall inure to the benefit of and be binding upon the Parties and their respective legal representatives, successors, heirs, and assigns, provided that nothing in this Section shall be construed to permit the assignment of this Agreement. 8.10 Execution in Counterparts. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which shall constitute but one and the same instrument. 8.11 No Third-party Beneficiaries. This Agreement is intended to describe the rights and responsibilities only as to the Parties hereto. This Agreement is not intended and shall not be deemed to confer any rights on any person or entity not named as a Party hereto. 4 8.12 No Presumption. The Parties to this Agreement and their attorneys have had a full opportunity to review and participate in the drafting of the final form of this Agreement. Accordingly, this Agreement shall be construed without regard to any presumption or other rule of construction against the Party causing the Agreement to be drafted. 8.13 Severability. If any provision of this Agreement as applied to any Party or to any circumstance shall be adjudged by a court to be void or unenforceable, the same shall in no way affect any other provision of this Agreement, the application of any such provision in any other circumstances or the validity, or enforceability of the Agreement as a whole. 8.14 Minor Changes. The Parties executing this Agreement are authorized to make non-substantive corrections to this Agreement as the Parties mutually consider necessary. 8.15 Good Faith of Parties. In the performance of this Agreement or in considering any requested approval, acceptance, or extension of time, the Parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, or unreasonably withhold, condition, or delay any approval, acceptance, or extension of time required or requested pursuant to this Agreement. 8.16 Parties Not Partners. Notwithstanding any language in this Agreement or any other agreement, representation, or warranty to the contrary, the Parties shall not be deemed to be partners or joint venturers, and no Party shall be responsible for any debt or liability of any other Party. IN WITNESS WHEREOF, this Agreement is executed by the Parties hereto in their respective names as of the date first above written. CITY: PUEBLO, A MUNICIPAL CORP* AT a ATTEST: By: 111114 _ Presi s ent o the City Council - Stephen G. Nawrocki City Jerk -Gina Dutcher AUTHORITY: THE PUEBLO URBAN RENEWAL AUTHORITY A V By: v,4 Chairman mu Secretary 5