HomeMy WebLinkAbout6026RESOLUTION NO. 6026
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE
CITY OF PUEBLO, A MUNICIPAL CORPORATION AND
AMERICAN STANDARD INC., A DELAWARE 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:
SECTION 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 and welfare of the City and its inhabitants
constituting an econonic and social liability impairing and
arresting the sound growth, 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 and be reused and developed
for industrial purposes.
(d) American Standard Inc. has determined to construct on
land at Pueblo Memorial Airport an approximately 205,000 square
foot manufacturing facility with office space (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) American Standard Inc. believes it will employ and has
committed to the City that it will use its best efforts in good
faith to employ approximately 125 employees at the Project by
December 31, 1988.
(g) The property described in the Agreement between the City
and American Standard Inc. attached hereto is surplus to the
City's needs.
(h) The construction of the Project will stimulate and
promote industrial activity at Pueblo Memorial Airport thereby
creating employment opportunities for the citizens of the City,
greater use of airport facilities and increased aeronautical
activities.
(i) The execution and performance of the Agreement between
the City and American Standard Inc. 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 between the City of Pueblo, a Municipal
Corporation and American Standard Inc., a Delaware Corporation, a
copy of which is attached hereto and incorporated herein as if set
out herein in full, having been approved as to form by the City
Attorney, is hereby approved.
1WZ
C T. ("r T nXT Z
The President of the City Council is hereby authorized and
directed to execute for and on behalf of the City the Agreement
and the Warranty Deed substantially in the form of Exhibit "A"
attached thereto and the City Clerk is directed to affix the seal
of the City thereto and attest same.
INTRODUCED: May 26, 1987
ATTEST:
C i7 Clerk
TJ 19.21 -3-
MIKE SALARDINO
Councilman
AGREEMENT
THIS AGREEMENT
between the CITY OF
"City ") and AMERICA N
(herein "Company "),
WITNESSETH:
entered into this " -� day of May, 1987
PUEBLO, a Municipal Corporation (herein
STANDARD INC., a Delaware Corporation,
WHEREAS, 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, it would be in the best interest of the City and in
the Public interest 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, such resue and development of portions of the
Airport industrial land would increase the tax base and
availability of jobs and promote the economic expansion of the
City, and
WHEREAS, the property described herein is surplus property
no longer of need or use to the City, and
WHEREAS, Company has proposed a plan for the reuse and
development of a portion of the Airport land for industrial use.
NOW, THEREFORE, in consideration of the mutual promises and
covenants contained herein, City and Company agree as follows:
1. Sale and Purchase.
(a) City does hereby sell, and Company does hereby
purchase upon the terms and conditions herein, for a purchase
price of $27.56, (herein "Purchase Price ") payable as herein
provided, approximately 27.56 acres, more or less, of real
property located at Pueblo Memorial Airport, Pueblo County,
Colorado described in Exhibit " A " attached hereto and
incorporated herein (herein "Property "). Company acknowledges
that City owns the Property 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.
(b) the Purchase Price will be paid in full at
closing.
2. Conveyance. The City shall convey to Company marketable
title to the Property by General Warranty Deed substantially in
the form of Exhibit "A" attached hereto and incorporated herein,
free of liens, encumbrances, taxes and assessments. At closing,
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the deed will be duly executed and acknowledged for recording.
3. Closing. The closing of the transaction contemplated by
this Agreement shall be in Pueblo, Colorado at a time and date
designated by the City, on or before June 30, 1987 (herein
"closing date ") . The closing date hereunder may be changed
without amendment to this Agreement by mutual written consent of
City and Company. If the closing does not take place on or before
the closing date or such later date as City and Company shall
mutually agree to in writing, this Agreement shall become null
and void. However, both parties shall be reasonable in
consenting to change in the closing date in order to comply with
the conditions precedent to closing set forth in paragraph 4.
4. Conditions Precedent to Closing. The Purchase and sale
herein contemplated is contingent upon and subject to the
following:
(a) Receipt by Company of a standard ALTA owners title
insurance policy, or commitment therefore, in the amount of the
estimated value of the Property as improved satisfactory to
Company, insuring title to the Property free of liens,
encumbrances, taxes and assessments. All costs and premium for
such title insurance shall be paid by Company.
(b) Prior approval of the Federal Aviation
Administration (herein "F.A.A. ") and its issuance of all
necessary Deed of Release for the Property.
(c) Pueblo County granting an exemption from its
subdivision regulations for the Property which exemption shall be
obtained at City's expense.
(d) Completion by Company of an environmental survey
of the Property showing the Property to be, in Company's sole
opinion, in an acceptable environmental condition. Such
environmental survey shall be conducted by Company at its sole
cost and expense and completed no later than June 30,1987.
If any of the above conditions precedent to closing are not
complied with prior to closing, Company or City may terminate
this Agreement and each party shall be released from all
obligations hereunder.
5. Company's Representation. Company represents, warrants
and agrees, subject to closing, as follows:
(a) Company will construct and equip on the Property
an approximately 205,000 square foot manufacturing facility with
office space (herein "facility ") and plans to operate its
facility in a manner which will be advantageous to the economic
development of the City and County of Pueblo, Colorado. The
facility will be constructed in accordance with plans and
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specifications, including
landscaping plans, approved
unreasonably withheld or
applicable federal, state,
Company estimates that the
1, 1988.
parking, site development and
by City, which approval will not be
delayed, and in compliance with
and local law, regulations and codes.
facility will be operational by June
If Company does not commence construction of its
facility within six (6) months after closing and thereafter
without unreasonable delay pursue its completion and take all
action necessary and required therefor, Company shall, within one
(1) year from date of closing, either (i) reconvey to City
marketable title to the Property by Special Warranty Deed free of
all liens, claims, encumbrances, taxes, restrictions, easements
and rights of way placed thereon by the acts or defaults of
Company, or (ii) pay to City the sum of $546,000.00. For
purposes of this paragraph, the term "commence construction"
means the pouring of footings and foundations, and the term
"completion" means the construction and installation of the
facility's foundation, walls, floor, roof, parking areas and
landscaping.
(b) Company shall, at its own expense, cause all
utilities and roads used or to be used by the Company on the
Property to be extended from the property line adjacent to the
Property and installed upon the Property and shall maintain and
keep in good repair all such roads and utility extensions.
(c) Company shall keep and maintain the Property and
all improvements thereon including landscaping in a good, clean,
safe and orderly condition, free of waste, rubbish, debris and
trash and will enclose and screen from public view all unsightly
areas used for storage.
(d) Waste water discharged from the Property into
City's sanitary sewer system and Company's use thereof are
limited by and subject to City's sewer user, industrial cost
recovery, high strength surcharge, and pretreatment ordinances,
rules and regulations applicable to City's sanitary sewer system
at Pueblo Memorial Airport, now in effect or hereafter adopted
and amended.
(e) Company shall comply with notifications and review
requirements of the F.A.A. prior to construction, modification or
alteration of any building or structure on the Property.
(f) Company shall pay to City a combined service fee
for services and facilities now furnished by City at the Pueblo
Memorial Airport, namely: sewage treatment, public street
maintenance, fire protection, and street lighting based upon
$250.00 per acre per annum payable monthly for each acre of land
conveyed to Company hereunder. City may, from time to time,
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reduce or eliminate any or all of the services or facilities
presently being furnished and may modify, increase or decrease
the annual combined service fee provided (i) such services and
fee shall be non - discriminatory among other tenants and owners of
land at Pueblo Memorial Airport receiving such services and
facilities, and (ii) such fee shall be reasonable in relation to
City's actual cost and expense of furnishing the services and
facilities then being furnished. City's cost may include the
cost of capital improvements amortized over the useful life of
the improvements.
(g) Company agrees and acknowledges that neither City
nor any of its officers, employees or agents has made any
representation or warranty concerning or relating to the
operation, maintenance or continuance of the Pueblo Memorial
Airport or any public areas or facilities located at the Pueblo
Memorial Airport.
(h) The Property to be conveyed to Company hereunder
is a portion of land City is developing 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 adjacent to the Property to
industrial and commercial development and uses which are
generally compatible with Company's contemplated use for the
Property. City agrees to consult with Company in the preparation
of such restrictive covenants for the industrial park. City
further agrees that such restrictive covenants will not require
modification of Company's use of the property on the date the
restrictive covenants are recorded. Company shall subordinate
the Property to such restrictive covenants and if requested by
the City to do so, will execute and record an instrument
subjecting the Property thereto. This subparagraph shall extend
to the successors and assigns of both City and Company.
(i) Company acknowledges and agrees that the creation
of jobs by Company is the primary purpose and the major
consideration to the City for the transfer of the Property
hereunder. Therefore, Company agrees that it will use its best
efforts in good faith to employ at its facility on the Property
approximately one hundred twenty -five (125) employees by December
31, 1988.
(j) At the request of City, Company shall meet and in
good faith confer with the City concerning the annexation of the
Property to the City when the Pueblo Memorial Airport, or any
part thereof including, without limitation, the Property, becomes
eligible for annexation.
(k) Company shall provide for storm water drainage
which shall include the construction and installation of storm
water detention facilities on the Property. The detention
facility shall be capable of storing the developed on -site runoff
from a 100 -year frequency storm. The maximum release rate from
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it 1-1%, .
the detention facility at the ponding depth corresponding to the
10 -year volume shall be .30 cfs /acre and 1.00 cfs /acre for the
100 -year ponding depth. All calculations and details shall
conform with the City of Pueblo Storm Drainage Criteria Manual.
The point of discharge from the detention facility shall be at a
location approved by the Director of Public Works.
6. City's Representations. City represents and warrants as
follows:
(a) That Property has not been used by City or any
other party since City acquired it in 1948. Since the City
acquired it in 1948 no fill of any kind has been placed on the
Property and no toxic or hazardous substances of any kind have
been dumped, spilled, buried, sprayed or otherwise placed on or
under the Property. To the best of the City's knowledge the
Property was never used as an industrial site, and before 1941 it
was used for agricultural purposes only.
(b) That City owns the Property and has authority to
convey it subject to the provisions in this Agreement.
(c) That no litigation is pending, or to City's
knowledge proposed, threatened or anticipated with respect to any
matter affecting the Property.
(d) William White Boulevard shall be extended to the
West line of the Company's property and City shall expend or make
available its funds in the total amount of $350,000.00
for the following:
1. Providing utilities to the property line.
2. Rough grading of the site.
3. Parking lot and drive and adjacent curb and
gutter as shown in the Plot Plan
dated April 14, 1987.
4. Landscaping allowances not to exceed
$50,000.00.
7. City grants Company the immediate right to enter the
Property and to make such surveys and improvements to the
Property as the Company deems necessary to achieve its strategic
purpose of completion of its facility in a most expeditious
manner. Company agrees to indemnify and hold City,its officers,
its employees and agents harmless from and against all claims,
actions, orders, suits, legal or administrative proceedings,
demands, actual damages, fines, punitive damages, losses, costs,
liabilities, interest and attorneys fees resulting from or
arising out of Company's use of the Property prior to closing.
8. Enforcement. In
arising out of this Agreement,
the event of any litigation
the Court shall award to the
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prevailing party all. costs and expenses, including reasonable
attorney fees.
9. Colorado Law. This Agreement shall be governed by the
laws of the State of Colorado and shall be construed in
accordance therewith.
10. 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 or provision.
11. Binding Effect. This Agreement shall be binding on the
parties, their heirs, executors, administrators, successors or
assigns. The parties agree to do any and all things necessary to
effectuate the purpose of this Agreement.
12. 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.
13. 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.
14. Severability. 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 Agreement shall be construed and
enforced as if such invalid provisions had never been inserted in
the Agreement.
15. Amendment. This Agreement sets forth the entire
understanding of the parties and may be amended, altered or
revoked at 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, except as otherwise provided in
Section 3.
16. No Assignment. The Company shall not assign this
Agreement or any interest therein without the prior written
consent of the City, which consent shall not be unreasonably
withheld or delayed.
17. Notices. All notices required to be given by this
Agreement shall 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 first class 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:
American Standard Inc.
40 W. 40th Street
New York, New York 10018
Att: Real Estate Services
City Manager
City of Pueblo
1 City Hall Place
Pueblo, Colorado 81003
and
American Standard Inc.
c/o Thomas T. Farley
Petersen & Fonda, P.C.
650 Thatcher Building
Pueblo, Colorado 81003
18. Survival of Covenants and Representations. The
covenants, representations and warranties made by each party
herein shall survive the closing for the benefit of the other
party.
19. Non - Exclusive Use of Roads. City grants to Company a
non - exclusive easement and right -of -way over and across the
following City owned road at Pueblo Memorial Airport, to -wit:
William White Boulevard for purposes of ingress and egress
to and from U.S. Highway 50 -B to and from the Property.
City reserves the right to repair, modify, alter, change,
relocate, temporarily close and provide detours therefor, and
redesignate such road. Immediately upon the dedication by the
City of the road, or any portion thereof, to the public, the
easement and right -of -way granted by this paragraph shall cease
and terminate as to the roads or portions thereof so dedicated.
20. Easement. City will grant to Company an easement for
the construction of a parking lot adjacent to and west of the
Property. The land included with the easement and restrictions
on the use thereof, shall be mutually acceptable to City and
Company.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed by its duly authorized officer, and the City has
caused this Agreement to be executed by its duly authorized
representatives both on the day and year first written above.
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AMERICAN STANDARD INC.
A Delaware Corporation
ATTEST: ? By
Ass f." Sec-r& a y it
CITY OF PUEBLO,
A MUNICIPAL CORPORATION
ATTEST: ✓,� " By
a City Clerk Pre 'dent of City Counci
11
EXHIBIT "A"
WARRANTY DEED
THIS DEED, made this day of , 1987 by
and between the City of Pueblo, a Municipal Corporation, existing
under the laws of the State of Colorado (herein "City ") and
AMERICAN STANDARD INC., a Delaware Corporation (herein
"Company "),
WITNESSETH:
That the City for and in consideration of the sum of $10.00
and other good and valuable consideration to the City in hand
paid by the Company, 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 Company, 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
in Exhibit "A" attached hereto and incorporated herein (herein
"Property "), 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
x -11,
upon the Company, its successors and assigns and inuring to the
benefit of the City, its successors and assigns.
1. City reserves unto itself and its successors and
assigns, for use and benefit of the public, a right of flight for
the passage of aircraft in the airspace above the surface of the
Property, together with the right to cause in the airspace above
the surface of the Property 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 the
airspace above the surface of the Property for landing on, taking
off from, or operation on or over the Pueblo Memorial Airport.
2. Company expressly agrees for itself, its successors and
assigns to restrict the height of structures, objects of natural
growth and other obstructions on the Property, to a height of not
more than 4,710 feet above the mean sea level.
3. Company expressly agrees for itself, its successors and
assigns, that it will prevent any use of the Property which would
interfere with landing or taking off of aircraft at the Pueblo
Memorial Airport, or otherwise constitute an airport hazard.
4. The Property and its use are further subject to the
following Restrictive Covenants:
(a) During the first three (3) years after date hereof,
the Property may be used only for offices, or manufacturing
facilities and incidental warehousing, and thereafter t
Property may be used only for offices, warehousing y r
manufacturing facilities. The Property shall not be used for
smelting or for the storage or processing of putrescible
materials, or for any purpose or business which constitutes a
nuisance, or which exceeds the state air pollution control
standards for the facility. Gasoline or diesel fuel used in
connection with the business conducted on the Property but not
for sale at retail or wholesale may be stored on the Property in
an environmentally sound manner.
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(b) Parking areas for vehicles and roads on the Property
shall be paved.
(c) The Property shall not be subdivided and.no building or
structure over sixty (60) feet in height shall be installed or
constructed on the Property.
(d) No structure or building shall be constructed or
installed nearer than sixty -five feet (65 of the right -of -way
line of William White Boulevard or twenty -five feet (25 of side
or rear streets. There must be installed and maintained a
minimum thirty -five foot (35 strip of living landscaped ground
adjacent to William White Boulevard, and fifteen feet (15
adjacent to other abutting streets, except for abutting paved
parking areas. Minimum side yard set -backs shall be twenty -five
feet (25
(e) The Property owner shall at all times keep and maintain
the Property and all buildings, landscaping and improvements
located thereon in a good, clean, safe and orderly condition free
of waste, rubbish, debris and trash, and enclose and screen from
public view all unsightly areas of the Property used for storage.
(f) Before commencing the construction, installation or
alteration of any building, structure, parking facility, outdoor
sign, or other permanent improvement, or landscaping on the
Property, the Property Owner shall submit to and have approved by
the City in writing the site plans and plans and specifications
therefor. City's approval will not be unreasonably withheld. In
the event the City or its designated representatives shall fail
to approve or disapprove such plans and specifications within
twenty -five (25) working days after they have been submitted to
the City, such approval will not be required and this covenant
will be deemed to have been complied with. All buildings,
improvements and activities on the Property shall be constructed
and conducted in compliance with all applicable federal, state
and local law, regulations, and codes.
(g) Waste water discharged from the Property into City's
sanitary sewer system and Company's use thereof are limited by
and subject to City's sewer user, industrial cost recovery, high
strength surcharge, and pretreatment ordinances, rules and
regulations applicable to City's sanitary sewer system at Pueblo
Memorial Airport, now in effect or hereafter adopted or amended.
(h) City reserves the right to waive all or any part of
these Restrictive Covenants.
5. If Company does not commence construction on the
Property of an approximately 205,000 square foot manufacturing
facility within six (6) months from date hereof and thereafter,
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without unreasonable delay, pursue its completion and take all
action necessary and required therefor, Company shall, within one
(1) year from date hereof, either (i) reconvey to City marketable
title to the Property by Special Warranty Deed free of all liens,
claims, encumbrances, taxes, restrictions, easements and rights
of way placed thereon by the acts or defaults of Company, or (ii)
pay to City the sum of $546,000.00. For purposes of this
paragraph, the term "commence construction" means the pouring of
footings and foundations, and the term "completion" means the
construction and installation of the facility's foundation,
walls, floor, roof, parking areas and landscaping.
6. At the request of City, Company shall meet and in good
faith confer with City concerning the annexation of the Property
to the City when the Pueblo Memorial Airport, or any part
thereof, including without limitation, the Property, becomes
eligible for annexation.
7. 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.
8. City shall have the right to enforce the restrictions,
covenants and conditions hereof by injunction or other lawful
procedure and to recover damages, costs, expenses, including
reasonable attorney fees, resulting from any violation thereof or
arising out of their enforcement.
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CITY OF PUEBLO,
A MUNICIPAL CORPORATION
ATTEST: By
President of City Council
Secretary
AMERICAN STANDARD INC.,
A Delaware Corporation
By
Title:
ATTEST:
Assistant Secretary
COUNTY OF PUEBLO )
SS
STATE OF COLORADO )
The foregoing instrument was acknowledged before me in
Pueblo County, Colorado this day of , 1987 by
Michael Occhiato as President of the City Council of Pueblo,
Colorado and Marian D. Mead as City Clerk of the City of Pueblo,
Colorado.
Witness my hand and official seal.
My commission expires:
Notary Public
COUNTY OF
SS.
STATE OF )
The foregoing instrument was acknowledged before me this
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day of , 1987 by as and
as Assistant Secretary of ican
Standard Inc., a Delaware Corporation.
Witness my hand and official seal.
My commission expires:
Notary Public
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EXHIBIT "A"
A parcel of land located in the County of Pueblo, State of
Colorado, to -wit:
A parcel of land located in the SE 1/4 of the NE 1/4 and the NE
1/4 of the SE 1/4 of Section 26,Township 20 South, Range 64 West
of the 6th Principal Meridian, said parcel being more particuarly
described as follows:
Beginning at a point from which the NE corner of said Section 26
bears N. 04° 05' 38" E (Bearings based on the north line of said
Section 26 to bear N 89° 10' 48" W), a distance of 1660.07 feet;
thence S. O1° 57' 57" E, a distance of 1516.82 feet; thence S 88
02' 03" W, a distance of 790.00 feet; thence N 01° 57' 57" W, a
distance of 1522.24 feet; thence N 88 25' 39" E, a distance of
790.02 feet to the Point of Beginning. Pueblo County, State of
Colorado