Loading...
HomeMy WebLinkAbout08038ORDINANCE NO. 8038 AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, BOARD OF COUNTY COMMIS - SIONERS OF PUEBLO COUNTY, COLORADO, AND URBAN RENEWAL AUTHORITY OF PUEBLO RELATING TO THE TRANSFER AND REDEVELOPMENT OF THE PUEBLO CITY - COUNTY HEALTH DEPARTMENT SITE AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO. that: SECTION 1 The Agreement between the City of Pueblo, Board of County Commissioners of Pueblo County, Colorado, and Urban Renewal Authority of Pueblo dated as of July 27, 2009 relating to the transfer and redevelopment of the Pueblo City- County Health Department site ( "Agreement'), 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 the Agreement and Special Warranty Deed described therein in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. The City Attorney is authorized to execute all real estate closing documents required for the transfer of the site. SECTION 3 This Ordinance shall become effective upon final passage and approval. A77TSTDD SY: CITY CLERK INTRODUCED: July 13, 2009 BY: Barbara Vidmar COUNCIL PERSON APPR D' } �. PRESIDENTaf Cfty Council PASSED AND APPROVED: July 27. 2009 ED Background Paper for Proposed ORDINANCE AGENDA ITEM # Q -4 DATE: July 13, 2009 DEPARTMENT: Law Department TITLE AN ORDINANCE APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, BOARD OF COUNTY COMMISSIONERS OF PUEBLO COUNTY, COLORADO, AND URBAN RENEWAL AUTHORITY OF PUEBLO RELATING TO THE TRANSFER AND REDEVELOPMENT OF THE PUEBLO CITY - COUNTY HEALTH DEPARTMENT SITE AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME ISSUE Should City Council approve the agreement for transfer of the Pueblo City- County Health Department site to the Urban Renewal Authority of Pueblo? RECOMMENDATION Approve the Agreement. BACKGROUND The Ordinance approves an agreement between the City, County and Urban Renewal Authority of Pueblo ( "Authority ") for transfer of the Pueblo City- County Health Department site to the Authority. The site will be transferred to the Authority for temporary parking use and future development. City and County must approve any proposed redevelopment by the Authority. The Authority is not paying any money for the transfer but is responsible for demolition and clearance of the site, removal and disposal of hazardous materials, and preparing the site for parking use. The transfer is subject to title review and inspection by the Authority. The transfer will be "AS IS" WITH ALL ITS FAULTS." Neither the City nor County will make any warranty or representation as to the condition of the site, environmental or otherwise. Prior to closing on or before November 18, 2009, City and County may remove personal property and fixtures from the Health Department building and site as they may elect to remove. FINANCIAL IMPACT See Background. R TRI -PARTY REDEVELOPMENT AGREEMENT CITY - COUNTY HEALTH DEPARTMENT SITE PUEBLO EXPANDED URBAN RENEWAL PROJECT 1.0 PARTIES The parties to this Agreement (the "Agreement') are the CITY OF PUEBLO, a Colorado Municipal Corporation (the "City "); THE BOARD OF COUNTY COMMIS- SIONERS OF PUEBLO COUNTY, COLORADO, a political subdivision of the State of Colorado (the "County "); and the URBAN RENEWAL AUTHORITY OF PUEBLO, a body corporate and politic of the State of Colorado (the "Authority ") (the parties are also referred to collectively as the "Parties" or individually, a "Party"). 2.0 RECITALS The Recitals to this Agreement are incorporated herein by this reference as though fully set forth in the body of this Agreement. 2.01 The Intergovernmental Agreement The City and the County entered into an intergovernmental agreement dated October 11, 1983 (the "IGA ") governing the operation of a combined City and County Health Department on the real property described in Exhibit A, attached to and made a part hereof (the "Property "). Pursuant to Paragraph 9 of the IGA, if the Property is not used and occupied by the Pueblo City - County Health Department as a health department, the Property may be disposed of by mutual agreement of the City and the County. The City and the County have made arrangements for operation of the health department at a different location and desire to enter into this agreement to provide for the disposition of the Property with the cooperation of the Authority. Upon the Closing specified in Section 4.04, Paragraph 9 of the IGA shall terminate and become null and void in its entirety. 2.02 The Urban Renewal Plan On March 24, 2004, by Ordinance No 7113, as modified by Ordinance No. 7186, the City approved the urban renewal plan (the "Plan") for the for the Pueblo Expanded Urban Renewal Project (the "Urban Renewal Project'), which Plan is being carried put by the Authority in accordance with the provisions of the Colorado Urban Renewal Law (the "Act'). The Property is located within the boundaries of the Urban Renewal Project. Pursuant to Section 31 -25 -112 of the Act, the City and County are authorized to cooperate with the Authority to carry out the Urban Renewal Project as provided in this Agreement. 2.03 Purpose The Parties desire to enter into this Agreement to provide for the transfer of the Property to the Authority for clearance, remediation of any environmental problems on the site, conveyance and temporary use as a surface parking site, and redevelopment of the Property for uses in accordance with the Plan and the Act. 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 AGREEMENT TO CONVEY Upon the terms and conditions set forth in this Agreement, the City and the County agree to convey, transfer, grant and deliver the Property to the Authority and the Authority agrees to accept and receive the Property from the City and the County. 4.01 Title Insurance Commitment Within thirty (30) days after the date of this Agreement, the City and the County shall provide the Authority with a standard ALTA form commitment for owner's title insurance (the "Commitment ") for the Property issued by Land Title Guarantee Company (the "Title Company "), together with legible copies of all recorded title exceptions referred to in the Commitment. The Title Company shall promptly deliver copies of the Commitment, Commitment updates and title documents described in the Commitment to the Parties. a. Commencing on the date the Commitment and related documents (including any subsequent endorsements that add any exceptions to title) are delivered to the Authority, the Authority shall have thirty (30) days to review the Commitment and any endorsements thereto and approve or disapprove any matter that does not conform with Section 4.02. If the Authority disapproves any such matter affecting title to the Property, the Authority, within said 30 -day period, shall notify the City and the County in writing of such defect. The City and the County shall have thirty (30) days from the date of such notice to correct such defect. If, upon the expiration of said 30 -day period, the City and the County have not corrected any such title defect to the Authority's reasonable satisfaction, or, in the case of a defect unacceptable to the Authority, if such defect cannot be corrected in such time, and the City and the County have not commenced and are not pursuing reasonable action to cure or correct such defect, the Authority may, at its option, terminate the Agreement or waive the defect, by written notice given to the City and the County not less than fourteen (14) days prior to Closing. b. If the Authority fails to notify the City and the County of any defect in title as herein required, title shall be deemed acceptable, and the Agreement shall remain in full force and effect. C. The Title Company shall provide to the Parties, at least five (5) days prior to the Closing, an updated Commitment and a written agreement assuring the Authority that the Title Company will insure against matters affecting title objected to by Authority (which have not been previously accepted or waived by Authority) and that came of record or are otherwise discovered (and which are not due to the activities of Authority) since the date of the last Commitment and the date upon which the City and the County deliver the Deed and the time of the recording of the Deed. It shall not be necessary for the Authority to object to any title matters to which the Authority has previously objected that appear on any subsequent Commitment update. Such items shall be deemed to have been objected to by Authority and subject to the cure provisions of this Agreement as of the date of the original objection by the Authority. d. Notwithstanding any provision contained in the Agreement to the contrary, the City and the County shall have no duty or obligation to cure or correct any title defect or to expend any funds therefor. 4.02 Condition of Title The City and the County shall convey fee simple marketable title to the Property to the Authority, subject to the following provisions. Title to the Property shall be free and clear of all liens, defects and encumbrances, except those arising by reason of: (a) the Agreement, (b) the Plan, (c) those defects approved, waived or accepted by the Authority, and (c) all rights -of -way, easements, restrictions, reservations, covenants and conditions of record whether approved, waived or accepted by Authority (herein collectively "Permitted Encumbrances "). 4.03 Special Warranty Deed At the Closing set forth in Section 4.04, the City and the County shall deliver to the Authority a special warranty deed (the "Deed "), subject only to the Permitted Exceptions described in Section 4.02. 4.04 Closing Subject to satisfaction of all conditions to Closing and contingencies set forth in this Agreement, the Closing shall occur on or before November 18, 2009. Notwithstanding anything contained herein to the contrary, Closing may be extended upon written agreement of the Parties. After Closing, the City and the County shall cause the Title Company to record the Deed with the Clerk and Recorder for Pueblo County, Colorado. The Authority shall pay all recording costs, including the state documentary fee, if any. There will be no cash consideration for such conveyance, it being understood by the Parties that the consideration for such conveyance shall be the demolition of existing improvements, remediation of any environmental conditions on the Property and redevelopment of the Property as provided herein. The City and the County shall not have any responsibility for Closing costs and the Authority shall bear all costs of Closing. 4.05 Title Insurance Policy Promptly after recordation of the Deed, the Title Company shall issue the title insurance policy in accordance with the Commitment. The Authority shall be responsible for all costs of title insurance commitments, policies and endorsements. 5.0 REMOVAL OF PERSONAL PROPERTY AND FIXTURES: POSSESSION Prior to the Closing, the City and the County shall be permitted to remove such personal property and fixtures from the Property and the improvements thereon as they may elect to remove. All such personal property and fixtures remaining on the Property as of the date of Closing shall become the property of the Authority. Title to and possession of the Property and all improvements thereon shall be delivered to the Authority as of the date of the Closing. 6.0 SPECIAL DISTRICT DISCLOSURE (Required by statute) SPECIAL TAXING DISTRICTS MAY BE SUBJECT TO GENERAL OBLIGATION INDEBTEDNESS THAT IS PAID BY REVENUES PRODUCED FROM ANNUAL TAX LEVIES ON THE TAXABLE PROPERTY WITHIN SUCH DISTRICTS. PROPERTY OWNERS IN SUCH DISTRICTS MAY BE PLACED AT RISK FOR INCREASED MILL LEVIES AND EXCESSIVE TAX BURDENS TO SUPPORT THE SERVICING OF SUCH DEBT WHERE CIRCUMSTANCES ARISE RESULTING IN THE INABILITY OF SUCH A DISTRICT TO DISCHARGE SUCH INDEBTEDNESS WITHOUT SUCH AN INCREASE IN MILL LEVIES. PURCHASERS SHOULD INVESTIGATE THE DEBT FINANCING REQUIREMENTS OF THE AUTHORIZED GENERAL OBLIGATION INDEBTEDNESS OF SUCH DISTRICTS, EXISTING MILL LEVIES OF SUCH DISTRICT SERVICING SUCH INDEBTEDNESS, AND THE POTENTIAL FOR AN INCREASE IN SUCH MILL LEVIES. 7.0 ACCESS TO PROPERTY; INSPECTIONS; RIGHT TO TERMINATE The City the County hereby grant to the Authority, its agents, employees, contractors and/or consultants, the right to enter upon the Property at all reasonable times after the Property has been vacated by the Pueblo City - County Health Department and pending Closing for the purposes of conducting inspections, surveys, engineering studies, soil tests, groundwater tests, drainage studies, environmental audits, studies and tests, estimates and bids of the cost of environmental mitigation and remediation, demolition, clearance, and site preparation, and any other test, study or examination which the Authority may elect in connection with its analysis of the Property (herein collectively "Testing "), at the Authority's sole expense. Authority shall keep all Testing results confidential and, promptly upon receipt, shall deliver copies of all of such Testing results to the City and the County. The Authority shall give the City and the County reasonable advance notice prior to any entry, and Testing conducted on the Property shall be undertaken in a safe, workmanlike and reasonable manner, and in compliance with all laws. If requested by the City or the County, the Authority shall restore the Property to its condition prior to any Testing made by the Authority. To the extent permitted by law, the Authority shall defend, indemnify, protect and hold the City and the County harmless from any and all liability, loss, cost, damage or expense which the City or the County may sustain or incur by reason of such entry and Testing (including without limitation mechanic's liens). All such Testing shall be completed on or before October 15, 2009. If as a result of the foregoing Testing, the Authority determines that the condition of the Property and improvements or the cost of environmental cleanup, mitigation, or remediation, demolition, clearance, or site preparation make the acquisition of the Property by the Authority impractical in the opinion of the Authority, reasonably exercised, the Authority shall have the right to terminate this Agreement by giving notice to the City and the County not less than fourteen (14) days prior to the Closing. 8.0 "AS IS" NATURE OF TRANSACTION The Authority acknowledges and agrees that, except as expressly contained in this Agreement, neither the City, the County, nor anyone acting for or on behalf of the City or the County has made any representation, statement, warranty or promise concerning the physical aspects or condition of the Property, the feasibility, desirability, or adaptability of the Property for any particular use, or the projected income or expenses for the Property, and that in entering into this Agreement, the Authority has not relied on any representation, statement or warranty by the City or the County or anyone acting for or on behalf of the City or the County, all matters concerning the Property to have been independently verified by the Authority, and that the Authority is acquiring the Property based on its own inspection and examination thereof, in an "AS IS" condition, "WITH ALL FAULTS'; and that the City and the County hereby waive and disclaim all warranties of any type or kind whatsoever with respect to the condition or use of the Property, express or implied, including by way of description but not limitation, those of fitness for a particular purpose, tenantability, habitability and use. 9.0 NO ENVIRONMENTAL REPRESENTATIONS For the purpose of this Agreement, "Environmental Laws" means any and all statutes, laws, regulations, ordinances, rules, judgments, orders, decrees, permits, grants, franchises, licenses or agreements relating to the environment or the Release (as defined in any such Environmental Law) of any Hazardous Substance into the environment and "Hazardous Substance" means any substance, material or waste that is included within the definitions of hazardous substances, hazardous materials, hazardous waste, toxic substances, toxic materials, toxic waste or words of similar import in any Environmental Law. The City or the County have not made, do not make and specifically negate and disclaim any representations, warranties, covenants or guarantees of any kind, whether express or implied, concerning or with respect to (a) the presence of Hazardous Substances on, in or under the Property or migrating to or from the Property, or compliance of the Property with any and all applicable Environmental Laws and (b) the value, nature, quality or condition of the water, soil and geology of the Property. The Authority acknowledges and agrees that the sale of the Property, as provided for herein, is made on an "AS IS" condition and basis with respect to the existence of Hazardous Substances and the condition of the water, soil, and geology of the Property. The Authority and anyone claiming by, through or under the Authority hereby fully and irrevocably release the City and the County, their council members, commissioners, employees, attorneys, representatives, consultants, agents and successors from any and all claims that it may now have or hereafter acquire against the City, the County, or their council members, commissioners, employees, attorneys, representatives, consultants, agents and successors for any cost, loss, liability, damage, expense, claim, demand, action or cause of action arising from or related to any such defects and conditions, including, without limitation, compliance with Environmental Laws, affecting the Property or any portion thereof. It is understood and agreed that the Purchase Price has been adjusted by prior negotiation to reflect that all of the Property, or any part thereof, is transferred by the City and the County and accepted by the Authority subject to the provisions of this Section 9.0 and Section 8.0. 10.0 DUTIES OF THE AUTHORITY The Authority shall have the following duties with respect to the Property and the improvements thereon. 10.01 Demolition and Clearance of the Property Promptly after the Closing the Authority shall demolish and clear the improvements from the Property. 10.02 Environmental Remediation The Authority shall be responsible for removal and disposal of all Hazardous Substances from the Property and the improvements thereon as may be required by applicable Environmental Laws. 10.03 Temporary Parking Use The Authority may use the Property for temporary surface parking on such terms and conditions as the Authority may determine consistent with and subject to all applicable laws and ordinances. 10.04 Disposition for Redevelopment The Authority shall dispose of the Property for redevelopment in accordance with the Act and the Plan for uses consistent with and subject to all applicable laws and ordinances. Prior to entering into any agreement for disposition of the Property, the City and the County shall be given an opportunity to review and approve such proposed disposition, which approval shall not be unreasonably withheld conditioned or delayed, and except for such approval, nothing herein shall be construed as a delegation of the duties of the Authority under the Act. 11.0 ASSIGNMENT This Agreement shall not be assigned by any Party without the prior written consent of the other Party. 12.0 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 delivered in person, by prepaid overnight express mail or reputable overnight courier service, by certified mail or registered mail, postage prepaid return receipt requested, addressed to the Party to whom such notice is to be given at the address set forth on the signature page below, or at such other address as has been previously furnished in writing, to the other Party. 13.0 EXHIBITS All exhibits referred to in this Agreement, if any, are by reference incorporated herein for all purposes. 14.0 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, which are beyond the control of such Party. 15.0 DEFAULT Subject to Section 14.0 above, if any payment or any other material condition, obligation, or duty is not timely made, tendered, or performed by any Party, then any non - defaulting Party may seek any remedy available at law or in equity, including damages, court costs, and attorney fees as may be proper. No Party shall have the right to recover special, consequential or exemplary damages. No commissioner, council member, official, employee, attorney, or agent of the City, the County, or the Authority shall be personally liable under this Agreement. 16.0 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. 17.0 ADDITIONAL DOCUMENTS OR ACTION The Parties agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement or is reasonably requested by any other Party to confirm or clarify the intent of the provisions hereof and to effectuate the agreements herein contained and the intent hereof. 18.0 AMENDMENT This Agreement may be amended only by an instrument in writing signed by the Parties. 19.0 WAIVER OF BREACH A waiver by any Party to this Agreement of the breach of any term or provision of this Agreement must be in writing and shall not operate or be construed as a waiver of any subsequent breach by any Party. 20.0 GOVERNING LAW This Agreement shall be governed by the laws of the State of Colorado and venue for any litigation shall be Pueblo County, Colorado. 21.0 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 paragraph shall be construed to permit the assignment of this Agreement except as otherwise expressly authorized herein. 22.0 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. 23.0 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. 24.0 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. 25.0 MINOR CHANGES This Agreement has been approved in substantially the form submitted to the governing bodies of the Parties. The officers executing this Agreement are authorized to make and may have made, minor changes to this Agreement and attached exhibits as they have considered necessary. So long as such changes were consistent with the intent and understanding of the Parties at the time of approval by the governing bodies, the execution of the Agreement shall constitute the approval of such changes by the respective Parties. 26.0 DAYS If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section 24 -11- 101(1), C.R.S., such day shall be extended until the next day on which such banks and state offices are open for the transaction of business. 27.0 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. 28.0 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. 29.0 MERGER The provisions of Sections 8.0, 9.0 and 10.0 shall survive the Closing and shall not merge or be deemed to have merged into the Special Warranty Deed. IN WITNESS WHEREOF, this.Agreement is executed by the Parties hereto in their respective names as of July 27, 2009., PUEBLO. A MUNICIPAL CORPORATION ATTEST: �- Cit Jerk AT By: President of the City Council #1 City Hall Place Pueblo, CO 81003 THE URBAN EWAL AUTHORITY OF PUEBLO B. \ C it 1J 6 N. ➢ echanic S eet Pueblo, CO 81003 PUEBLO COUNTY COLORADO ;�% B <-,�( Ll- Chairman 215 W. 10` Street Pueblo, CO 81003 EXHIBIT A DESCRIPTION OF PROPERTY Legal Description for City -County Health Department located at 151 Central Main Street Lot 17, Kretschmer's Subdivision of Fractional Block 44 of the Original City of Pueblo, according to the recorded plat thereof, filed for record March 1, 1882 AND Lots 1 through 5, Block 62, Hobson's Subdivision Amended, according to the recorded plat thereof, filed for record October 26, 1887 AND Lots 13 through 18, Block 5, in the former Town of Central Pueblo, now a part of the City of Pueblo, according to the recorded plat of said Town, filed for record August 13, 1883; less that portion of Lot 13 as platted within the Historic Arkansas Riverwalk Project, Filing No. One, filed for record July 20, 1999. Exhibit A