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HomeMy WebLinkAbout5301RESOLUTION NO. 5301 A RESOLUTION APPROVING A MODIFICATION OF MANAGEMENT AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE ARKANSAS VALLEY AUDUBON SOCIETY, INC., AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PUEBLO, COLORADO, that: SECTION 1 The Modification of Management Agreement dated December 27, 1983 between Pueblo, a Municipal Corporation and Nature Center of Pueblo, Inc., a copy of which is attached hereto and incor- porated herein, having been approved by the City Attorney, is hereby approved. SECTION 2 The President of the City Council is hereby authorized and directed to execute same for and on behalf of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. ATTEST: INTRODUCED: December 27 , 1983 B DOUGLAS L. RING Councilman APPROVED: By - _ , Vic esident of "he Ciyy Cou it MODIFICATION OF MANAGEMENT AGREEMENT THIS AGREEMENT entered into December 27, 1983 between Pueblo, a municipal corporation ( "City ") and Nature Center of Pueblo, Inc., a Colorado nonprofit corporation ( "Nature Center "), WITNESSETH: WHEREAS, City and Arkansas Valley Audubon Society, Inc. ( "Society ") entered into a Management Agreement dated April 27, 1979 ( "Agreement "), and WHEREAS, Society assigned its right, title and interest in and to the Management Agreement to Nature Center and Nature Center desires certain modifications to the Management Agreement. NOW, THEREFORE, City and Nature Center agree as follows: 1. City does hereby approve and consent to the assignment and transfer of the Agreement by Society to Nature Center. Nature Center does hereby accept the assignment and transfer of the Agreement from Society and agrees to perform all duties and obligations on the part of Society to be performed under the Agreement. Nature Center may not assign the Agreement or any interest therein without first obtaining the written consent of City. 2. Whenever the words "Arkansas Valley Audubon Society, Inc." or "Society" appear in the Agreement such words shall be amended to read "Nature Center of Pueblo, Inc." or "Nature Center" respectively. 3. Article II. of the Agreement is amended to read: II. TERM OF THE MANAGEMENT AGREEMENT. If not sooner t shall have and hold or interruption for noon on the 1st day o'clock noon on the :rminated as herein provided, Society the leased premises without limitation a term commencing at 12:00 o'clock of May, 1979 and terminating at 12:00 lst day of July, 2004. 4. Section 3.1. and Section 3.2.of the Agreement are amended to read: Section 3.1. Termination This Management Agreement may be terminated by mutual consent. If the Lease of June 24, 1974 between the City and the State of Colorado is terminated for any reason, this Management Agreement shall terminate as to the leased premises described in Exhibit A effective the date of termination of the Lease of June 24, 1974. City reserves the right to terminate this Management Agreement upon one (1) years prior written notice specifying the date of termination given to Society any time after July 1, 1994. Section 3.2 Default If either party be in default hereunder, the nondefaulting party may give written notice specifying the default to the defaulting party. If the defaulting party shall not correct such default within ninety (90) days after receipt of said notice, or if said default is of such a nature that it cannot be corrected within said ninety (90) day period, and the defaulting party shall fail to commence action to correct said default within said ninety (90) day period, or fail to thereafter diligently pursue such corrective action, the nondefaulting party may upon an additional ten (10) days prior written notice to the defaulting party terminate this Agreement and, except for accrued rights and liabilities hereunder, shall be relieved from all duty and obligation hereunder. 5. Article IX. of the Agreement is amended to read as follows: IX. NOTICE Any notice required under this Lease shall be in writing and personally delivered or sent postage prepaid in the U.S. Mail registered or certified, return receipt requested to: If to the City: City Manager, City of Pueblo, 1 City Hall Place, Pueblo, Colorado, 81003. If to the Society: Nature Center of Pueblo, Inc., 5200 West 11th Street, Pueblo, Colorado, 81003; or, to any other address subsequently designated in writing by the parties. 6. Article X. of the Agreement is amended to read: X. RENEWAL. If not in default hereunder, Society shall have the right of first refusal to renew this Management Agreement upon such terms, covenants and conditions as Society and City may then mutually agree upon. The right of first refusal hereby granted shall extend to the leased premises described in Exhibit A only if the City has then renewed or extended its Lease of June 24, 1974 with the State of Colorado beyond July 1, 2004. If Society desires to lease the leased premises or enter into a Management Agreement therefor after the expiration of the original term hereof, Society shall within six months prior to July 1, 2004 so notify City. If Society and City are unable for any reason to mutually agree upon the terms, covenants and conditions for such renewal by July 1, 2004 or within 30 days thereafter, Society's right of first refusal hereby granted shall cease and terminate. 7. Article XI. of the Agreement is amended to read: -2- XI. HAZARD INSURANCE. Society shall insure and keep insured the improvements located upon the leased premises in an amount equal to 800 of their insurable value through fire and extended coverage insurance, with companies acceptable to the City. Society shall assign any policy of insurance, in whatever amount issued, procured pursuant hereto, to the City as security for the repair or replacement of any building that may be destroyed or damaged by any of the hazards insured against herein. All proceeds of such insurances shall be paid jointly to Society and City and shall be applied only for the repair or replacement of the damaged buildings on the leased premises. Society and the City and all parties claiming under them hereby mutually release and discharge each other from any claims, liability, or damage, caused by or arising from any hazard covered by insurance on the leased premises and improvements thereon, or covered by insurance in connection with any property on the leased premises, regardless of the cause of the damage or loss. 8. Exhibit A to the Agreement is hereby amended and modified as follows: (a) The distance of 538.80 feet in the sixth line of the second description on Exhibit A is amended to read 338.80. (b) To the extent that such parcels are included in the land leased from the State of Colorado by the City under the Lease dated June 24, 1974 and subject to approval of the State of Colorado, Exhibit A is amended to include the property designated as Parcels A -3, A -4, A -5 and A -6 on the attached Exhibit "C" which is incorporated herein, including all improvements thereon but excluding all water rights appurtenant thereto. City reserves the right upon 120 days prior written notice to Nature Center to withdraw all or any portion of the property designated as Parcels A -5 and A -6 on the attached Exhibit "C" from the Agreement and to terminate the Agreement relating thereto. 9. Nature Center shall designate in writing the name and telephone number of a representative of Nature Center who shall be available after normal workdays and weekends for contact by the City. 10. The residence located on the property designated as Parcel A -4, Exhibit "C" shall be used and occupied only as a residence. The occupants of such residence shall act as care- takers of the Honor Farm adjacent to the leased premises and shall report activities of any person thereon which appears to be potentially destructive or damaging or which constitutes an abnormal use thereof. IcIM 11. Nature Center shall not raze, remove, structurally change, or substantially alter or modify any improvement or structure located on the leased premises without first obtaining the written approval of the City Manager of City. Nature Center shall submit to City Manager a written request for such approval describing in detail the work to be performed. The City Manager shall within a reasonable time after receipt of such request either approve or deny the request. The failure of the City Manager to so respond shall constitute a denial of such request. 12. The terms and provisions of the Agreement as modified and amended hereby shall continue in full force and effect. This Modification of Management Agreement and the Agreement shall inure to the benefit of and be binding upon City and Nature Center and their respective successors and assigns. Executed at Pueblo, Colorado the day and year first above written. Pueblo, a Municipal Corporap.ion Nature Center of Pueblo, Inc. a Y icc-- 47esi ent of the C1 Cou i. resident'; [Seal] [Seal] Attest: Attest: Ci y Clerk ecretary r Approved as to form: City At y -4- Yty 7e Exhibit "C"