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HomeMy WebLinkAbout5568Resolution No. 5568 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND DAYTON - HUDSON, CORPORATION, A MINNESOTA CORPORATION RELATING TO THE TRANSFER OF LAND AT PUEBLO MEMORIAL AIRPORT AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE. THE AGREEMENT AND THE WARRANTY DEED THEREIN DESCRIBED BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: SE CTION 1 The City Council does hereby find and determine as follows: (a) There now exists in the City of Pueblo and has existed for a number of years unemployment in an abnormal amount injurious to the public health, morals and welfare of the City and its Inhabitants constituting an econonic and social liability impair- ing and arresting the sound growth and economic development and stability of the City. (b) The prevention and elimination of unemployment and the social and economic evils associated therewith are proper public purposes and matters of local and municipal concern which justify the expenditure of public funds. (c) The City is the owner by conveyance from the United States Government of land known as the Pueblo Memorial Airport and it would be in the best interests of the City and in the public interests if portions of the Airport land not required for aviation or airport use be transferred, reused and developed for industrial purposes. (d) Dayton- Hudson, Corporation has determined to construct on land at Pueblo Memorial Airport an estimated 951,400 square foot building and facility for the warehousing and distribution of goods and materials (herein "Project "). (e) No similar project exists in the City and construction and equipping of the Project will require a large outlay of capital. (f) Dayton - Hudson, Corporation believes it will employ and has committed to the City that it will use its best efforts in good faith to employ 400 to 600 persons at the Project within five years after its construction. (g) The property described in the Agreement, dated April 8, 1985 attached hereto is surpl.t.us to the City's needs. (h) The construction of the Project will stimulate and promote industrial activity at Puehlo Memorial Airport thereby creating employment opportunities for the citizens of the City, greater use of airport facilities and increased aeronautical activities thereat. (i) The execution and performance of the Agreement dated April 8, 1985 are in the best interests of the City and its citizens and will promote the public health, safety, commerce, prosperity and general welfare of the City and its citizens. SECTION 2. The Agreement dated April 8, 1985 between the City of Pueblo, a Municipal Corporation, a copy of which is attached hereto and incorporated herein as if set out herein in full, is hereby approved. -2- SECTION 3 The President of the City Council is hereby authorized and directed to execute for and on behalf of the City the Agreement dated April 8, 1985 and the Warranty Deed attached thereto as Exhibit " A " and the City Clerk is directed to affix the seal of the City thereto and attest same. I INTRODUCED: APRIL'a9; 1985 ATTEST: Allyn Middelkamp ouncilman APPROVED: opt .3- AGREEMENT This Agreement entered into as of the 8th day of April, 1985 by and between the City of Pueblo, a Municipal Corporation organized under Article XX of the Constitution of the State of Colorado (herein "City ") and Dayton- Hudson, Corporation, a Minnesota Corporation (herein "Target "). Whereas, the City is the owner by conveyance from the United States Government of certain land known as the Pueblo Memorial Airport, Pueblo County, Colorado, and Whereas, the City currently and in recent years has suffered a decline in the number of available employment opportunities for Its citizens and a corresponding increase in unemployment, and Whereas, it would be in the best Interests of the City and In the public interests if portions of the Airport land not required for aviation or airport use be transferred and be reused and developed for industrial purposes, and Whereas, the reuse and development of portions of the Airport as industrial land would increase the tax base and availability of ,jobs and promote the economic expansion of the City, and Whereas, Target is seeking a location for an additional facility to meet its present and projected needs for the ware- housing and distribution of goods and materials, and Whereas, Target has determined to construct on industrial land at Pueblo Memorial Airport an estimated 551,400 square foot building and facility for the warehousing and distribution of goods and materials (herein "Project "), and Whereas, no similar facility exists in the City and construction and equipping of such a facility requires a large outlay of capital, and Whereas, Target believes it will employ and has committed to the City that it will use its best efforts in good faith to employ 400 to 600 persons at such facility within five (5) years after Its construction: Now, Therefore, in consideration of the foregoing and the covenants and promises to be performed by the parties herein, City and Target agree as follows: 1. Conveyance of Project Site City owns the land located at Pueblo Memorial Airport consisting of approximately 84.46 acres described in Exhibit " A " attached hereto and incorported herein (herein "Project Site ") subject to restrictions in the deed to the City recorded in Book 1074, Page 87, Instrument No. 819072 of the records of the Clerk and Recorder of Pueblo County, Colorado. City shall convey the Project Site to Target in the following manner: (a) City, upon receipt of executed Deeds of Release from the Federal Aviation Administration, will convey to Target by Warranty Deed, duly executed and acknowledged by City in substantially the form attached hereto as Exhibit "A ", good and marketable fee simple title to the Project Site therein described free and clear of all liens, encumbrances and restrictions, other than those contained in Exhibit " A " and described in paragraph 9 hereof. (b) At the time of the delivery of the Warranty Deed from City to Target, Target will pay to City the purchase price of Fighty -Four and 46/100 Dollars ($84.46) for the Project Site in cash or acceptable check. (c) As a condition precedent to Target proceeding to purchase the Project Site, Target shall, after receipt from City of a survey of the Project Site detailing information required by Target according to its Standard Survey Requirement Specification, obtain a standard ALTA owners title insurance policy, or commitment therefor, in the amount of the estimated value of the Project Site as improved, issued by a national title insurance company authorized to conduct business in Colorado, insuring or committing to insure the title to the Project Site to be vested in Target, free and clear of all liens, encumbrances or restrictions other than those contained in FxbIbit " A " and described in paragraph 5 hereof. The costs and premiums for said title Insurance policy shall be paid by Target. If any such examination of title to the Project Site discloses one or more defects of title (in the opinion of Target), City shall use its best efforts to cure such defect or defects. If City is unable or fails to remove or correct such defect or defects within a reasonable time, Target may at its option prior to delivery and acceptance of deed, terminate this Agreement upon ten (10) days prior written notice to City. (d) Closing shall occur within thirty (30) days after title to the Project Site is approved by Target but in no event later than July 1, 1985. Closing shall take place in Pueblo, Colorado at a time and location approved by both parties hereto. If closing does not take place on or before July 1, 1985, this Agreement shall terminate. (e) If Target does not commence actual construction of the Project upon the Project Site within six (6) months after closing, Target shall reconvey to City by Special Warranty Deed marketable title to the Project Site free of all liens, encumbrances or restrictions, other than those contained in Exhibit "A" and described in paragraph 5 hereof, within thirty (30) days after written request by City, if such request is made prior to Target's commencement of actual construction. For the purpose of this Agreement the term commencement of actual -2- construction shall mean the pouring of footings and /or foundations at the Project Site. (f) Target agrees to pay to the City a combined service fee for services and facilities now provided by City at the Pueblo Memorial Airport, namely: sewage treatment, street maintenance, fire protection, and street lighting based upon $250.00 per acre per annum payable monthly for each acre of land City conveys to Target hereunder. Waste water discharged from the Project Site into the City's sanitary sewer collection system and Target's use thereof are subject to the City's sewer user, industrial cost recovery, high strength surcharge and pretreatment ordinances, rules, and regulations. City may, from time to time, modify, Increase, or decrease the annual combined service fee provided (1) such fee shall be nondiscriminatory among all tenants and owners of land at Pueblo Memorial Airport receiving such services and facilities, and (11) such fee shall be reasonable in relation to City's actual cost and expense of providing and furnishing the services and facilities, provided however, that the costs and expenses of providing and furnishing the services and facilities referred to above shall not reflect any expenditure made by tha City or others in order to satisfy their respective obligations set forth in Article 2 below. City's cost may include the costs of capital improvements amortized over the reasonable useful life of the improvements. (g) City reserves the right, without any obligation on Its part to do so, to maintain and keep in repair the landing area of the airport and other public areas or facilities at the Pueblo Memorial. Airport and to develop, modify, change, relocate, abandon, or improve the Pueblo Memorial Airport, or any part thereof, as it may determine, in its sole and absolute discretion, at any time. Target acknowledges and agrees that City has not made, nor by any provisions of this Agreements shall City he construed to have made, any representation or warranty relating thereto. (h) City does not warrant the Project Site or any work performed thereon by the City or any condition of the Project Site or its use for Target's purposes, except as specifically provided In Article 2 below. 2. Representations of City City represents, warrants and agrees, subject to Target having complied with its obligations set forth in Article 3 below, and subject further to City obtaining all required permits and approvals, as follows: (a) The Project Site at the time of closing will be zoned to permit warehouse use without special use or variance and any comprehensive plan of the City or the County also provides for the Project Site to be used for warehouse purposes. (b) City at its cost and expense shall cause the following work to be completed within the period specified: -3- (i) By April 1, 1986, extend railroad spur located south of the Project Site to the south boundary of the Project Site at a point designated by Target and extend the railroad spur from the south boundary of the Project Site to a terminous point within the Project Site designated by Target. Target shall designate both the boundary point and terminous point prior to execution of this Agreement. (ii) Contingent upon receipt of Economic Development Action grant funds therefor, by February 1, 1987, develop the Department of Transportation road from Hillery Road to the east property of the Project Site into a fifty (50) foot wide paved roadway with curb and gutter. (iii) By Decemher 15, 1985, extend City's sewer main located in the Department of Transportation road to a point In the road adjacent to the Project Site, which point will he designted by Target prior to execution of this Agreement. (iv) By May 15, 1oR5, rough grade the Project Site in accordance with specifications furnished by Target. (v) By May 15, 1985, perform the ''finish grading, except top soil materials, for Project pad and building expansion area up to fifteen (15) inches from the floor slab In accordance with the specifications furnished by Target. (vi) By March 30, 1986, perform the finish grading of eight (8) acres of landscaped area of the Project Site in accordance with the specifications furnished by Target. (vii) By May 15, 1985, relocate two eight (8) inch Colorado Interstate Gas Company gas pipelines from the Project Site. (c) City will make available rent free for Target's employees' use commencing on August, 1, 1985, the office space located at Pueblo Memorial Airport above the fire station presently occupied by Sperry Corporation and such office space shall remain available to Target until the Project is substantially completed which is projected to be on July 31, 1986. 3. Representations of Target. Target represents, warrants and agrees, subject to City having complied with its obligations set forth in Article 2 above, and subject further to Target's ability to obtain all required permits and approvals, as follows: (a) To construct the Project upon the Project Site in accordance with applicable federal, state and local law, regulations and codes. Target will commence construction of the Project within six (6) months after closing and thereafter diligently pursue the Project's completion and in a timely and expeditious manner take all action necessary and required -4- therefor. Target estimates that the Project will be operational by July 31, 1986. (b) To cause to be extended and installed within the Project Site all roads and utilities needed or required for the Project. (c) To maintain and keep in good repair the railroad spur extended onto the Project Site and to enter into all agreements reasonably required by the Atchison, Topeka and Santa Fe Railroad Company and the City for the use of the railroad trackage at the Pueblo Memorial Airport and railroad spur extended onto the Project Site. 4. Fmployment Target agrees that it will use its best efforts in good faith to employ at the Project between 4001 to 600 employees within five years after construction of the Project. It is understood and agreed by the parties that Target's best efforts in good faith to employ employees at the Project or to continue to use or operate the Project necessarily are and must he dependent upon Target's continued need for the Project. 5. Industrial Park Development The Project Site to he conveyed to Target hereunder is a portion of land City desires to develop into an industrial park. City in developing the Industrial park intends to prepare and record appropriate restrictive covenants restricting the development and use of the land to industrial and commercial development and uses that are generally compatible with the Project to he constructed by Target. City agrees to consult with Target in the preparation of such restrictive covenants for the industrial park, such covenants as they effect the Project Site to be subject to Target's reasonable approval. Target shall subordinate the Project Site to such restrictive covenants and, if requested by City to do so, will execute and record an instrument subjecting the Project Site thereto. City and Target shall designate in writing their respective representations to oversee the requirements and performance of this Agreement. 6. Termination Target may terminate this Agreement prior to closing if the County of Pueblo, Board of Water Works of the City of Pueblo, or Southern Colorado Power Company, a division of Centel fail or refuse to perform their separate commitments and agreements with Target. In the event of the termination of this Agreement by Target for any reason or because of failure to close as provided in paragraph 1(d) hereof, Target and City shall be released from all obligations under this Agreement except Target may nevertheless be obligated to reimburse and pay to the City actual costs and expenses not to exceed $120,000 incurred in relocating the two eight (8) inch Colorado Interstate Gas Company gas pipelines from the Project Site as required by paragraph 2(b)(vii) hereof, in accordance with the letter agreement dated January 25, 1985. -5- 7. Colorado Law. This Agreeement shall be governed by the laws of the State of Colorado and shall be construed in accordance therewith. 8. No Waiver No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term of provision. 9. Binding Effect. This Agreement shall be binding on the parties, t eir heirs, executors, administrators, successors or assigns. The parties agree to do any and all things necessary to effectuate the purposes of this Agreement. 10. Construction Throughout this Agreement, the singular shall include the plural; the plural shall include the singular; and the masculine and neuter shall include the feminine, wherever the context so requires. ll. Text to Control The headings of sections are included solely for convenience of reference. If any conflict between any heading and the text of this Agreement exists, the text shall control. 12. Severahility If any provision of this Agreement is declared by any court of competent ,jurisdiction to be invalid for any reason, such invalidity shall not effect the remaining provisions. On the contrary, such remaining provisions shall be fully severable, and this Agreeement shall be construed and enforced as if such invalid provisions had never been inserted in this Agreement.. 13. Amendment '"his Agreement sets forth the entire under- standing of the parties and may he amended, altered or revoked any any time, in whole or in part, only by filing with this Agreement a written instrument setting forth such changes, signed by the parties hereto. 14. No Assignment. Target shall not assign this Agreement or any interest therein without the prior written consent of the City. 15. Notices. All notices required to be given by this Agreement smell be made in writing and served either by: A. Personal delivery to the party requiring notice; or B. Mailing notice via the U.S. Mail to the last known address of the party requiring notice, by certified mail, postage prepaid. Effective date of the notice shall be the date of the personal delivery as specified in paragraph A above or four (4) days after the date the notice was deposited in the U.S. Mail as specified in paragraph B above. For purposes of this section, the initial addresses of the parties hereto shall be as follows: Dayton- Hudson, Corporation Target Stores Division Attn: Director of Planning and Engineering 33 South Sixth Street Post Office Box 1392, Minneapolis, MN 55440 City Manager City of Pueblo 1 City Hall Place Pueblo, CO 81003 16. Survival of Covenants and Representations Except as specifically otherwise provided herein, the covenants, repre- sentations and warranties made by each party herein shall survive the closing for the benefit of the other party. IN WITNESS WHEREOF, Target has caused this Agreement to he executed by its duly authorized officers, and the City has caused this Agreement to be executed by its duly authorized representa- tives both on the day and year first written above. [SEAL] ATTEST DAYTON - HUDSON, CORPORATION B [Seal] CITY OF PUEBLO, A MUNICIP CORPORATIO ATTEST: By e o e ity council Ci Clerk Approved as to form: City Attorn -7- %RRRANTY DEED THIS DEED, made this day of , 1985 by and between the City of Pueblo, a Municipal Corporation, existing under the laws of the State of Colorado, Grantor, and Grantee, N I T N E S S E T H: That the said Grantor for and in consideration of the sum of $84.46 and other good and valuable consideration to the said Grantor in hand paid by the Grantee, the receipt whereof is hereby confessed and acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the said Grantee, its successors and assigns forever, all the real property situate, lying and being at Pueblo Memorial Airport, County of Pueblo, State of Colorado, more particularly described as follows: See Attached Exhibit A Said parcel contains 84.46 acres, more or less, with all its appurtenances, and warrant the title to the same, subject to restrictions, reservations, rights of way and easements of record, and to the following covenants, conditions, and restrictions which are and shall be construed to be covenants running with the land described herein and binding upon the Grantee, its successors and assigns and inuring to the benefit of the Grantor, its successors and assigns. 1. Grantor reserves unto itself and its successors and assigns, for use and benefit of the public, a right of flight for the passsage of aircraft in the airspace above the surface of the real property herein conveyed, together with the right to cause in said airspace such noise as may be inherent in the operation of any aircraft now known.or hereafter used for navigation of or flight in said airspace, and for use of said airspace for landing on, taking off fromp or operation on or over the Pueblo Memorial Airport. EXHIBIT "A" ±� 2. Grantee expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the real property herein conveyed, to a height of not more than 4,700 feet above the mean sea level. 3. Grantee expressly agrees for itself, its successors and assigns, that it shall prevent any use of the property herein conveyed which would interfer with landing or taking -off of aircraft at the Pueblo Memorial Airport or otherwise constitute an airport hazard. In the event this covenant is breached, the Grantor reserves the right to enter upon the property herein conveyed and to remove the offending structure or object and to cut the offending growth, all of which shall be at the expense of the Grantee. 4. Invalidation of any one of the foregoing covenants, conditions, restrictions or reservations by judgment or court order or otherwise shall in no wise affect any of the other of said covenants, reservations, restrictions or conditions which shall remain in full force and effect. IN WITNESS WHEREOF, said Grantor and Grantee have hereunto caused the same to be executed the day and year first above written. (SEAL) A oil A� ATTEST: PUEBLO, a unicigal r or at' By esident f the City Council By 0. -0J - STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged County , Colorado, on the day of ' � Michael G Salardino as President of the Ci y Con D. Mead as City Clerk of the Pueblo, a Municipal -My commission expires: Notary STATE OF COUNTY OF PUEBLO ) ss. ) afore me in Pueblo , 1985 by =ind Marian Corporation. Public The foregoing instrument was acknowledged before me in County, _ , on the day of 1985 by as W My commission expires: Notary Public .3- A parcel of land located in the County of Pueblo, State of Colorado, to -wits A parcel of land being a portion of the 8 1/2 of the N 1/2 and 8 1/2 of Section 29, Township 26 South, Range 63 Nest of the 6th Principal Meridian, being more particularly described as follows. Beginning at a point on the southerly right of way line of the Department of Transportation Road from which the NN corner of said section 29 bears N 4S 18' 3'g" W (bearings based on the north line of said section 29 to bear N 89 S9' 26" E, with all bearings contained herein being relative thereto) a distance of 3821.66 feet; Thence along the said southerly right of way line of the Department of Transportation Road the following two courses. 1) on the arc of a non- tangent curve to the right %/hose center bears S 06 59' 38" E, and whose radius is 3874.76 feet, a distance of 364.80 feet; 2) Thence N 88 24' 01" E, a distance of 1473.27 feet; Thence S 1 36' 35" E, a distance of 2265.90 feet; Thence N 83 46' 43" W a distance of 1601.60 feet*to the SE corner of Pueblo Memorial Airport Industrial Park Subdivision Exemption No. 84 -4 recorded August 31, 1984 in Book 2211 at Page 533 the records of the Pueblo County Clerk and Recorder; Thence N 08 39 07 W along the easterly line of said Subdivision Exemption a distance of 2019.79 feet; thence continuing N 08 39' 07" W along the said southerly right of way of the Department of Transportation Road, a distance of 26.48 feet to the Point of.Beginning. Said Parcel contains 84.46 Acres. Nzhibit "A"