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HomeMy WebLinkAbout6306RESOLUTION NO. 6306 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND THE UNI- VERSITY OF SOUTHERN COLORADO AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME AND RESCINDING RESOLUTION NO. 6273 BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that: The Agreement dated November 28, 1988, a copy of which is attached hereto and made a part hereof, by and between Pueblo, a Municipal Corporation and the University of Southern Colorado relating to the transfer of land for a public municipal golf course is hereby approved. SECTION 2 The President of the City Council is hereby authorized to execute the Agreement for and on behalf of the City and the City Clerk is directed to affix the seal of the City thereto and attest to same. QVr'PTnM Z Resolution No. 6273 is hereby rescinded. ATTEST: INTRODUCED: DECEMBER 12, 1988 By DOUGLAS L. RING Councilman APPROVED: A city Mirk ler Pr sident of the City Council COOPERATION AGREEMENT This Cooperation Agreement effective the 28th day of November, 1988 between the City of Pueblo, a Municipal Corporation (the "City ") and the University of Southern Colorado (the "USC "), Witnesseth: WHEREAS, City and USC have been negotiating relating to the transfer of land by USC for a golf course and City's development and operation of a public golf course thereon, and WHEREAS, City and USC desire to set forth their mutual understandings and agreements relating to such transfer, development and operation of a golf course. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, City and USC agree as follows: 1. City will cause to be created a Colorado nonprof -..t corporation to be known as the Pueblo Municipal Property Corporation (?MPC) for the purpose of issuing twenty (20) rear tal- exempt certificates of participation (the "COPs "). The net proceeds from the sale of the COPS will be applied to the planning, constructing and equipping of an 18 -hole regulation S , ze public golf course including clubhouse and pro shop facilities, parking lot, practice range and greens, and maintenance facilities (the "Golf Course ") pursuant to the COPs documents. USC acknowledges receipt of copies of the COPs documents including the Ground Lease Agreement dated as of January 1, 1989 between the City and PMPC (the "Ground Lease "), the Golf` Course Lease Purchase and Sublease Agreement dated as of January 1, 1989 between City and Prf?C (the "Sublease ") and the Mortgage and Tndenture of Trust dates? as of January 1, 1989 between PMPC and The Pueblo Bank and Trust Company (the "Mortgage "). The Ground Lease, the Sublease and the Mortgage shall be collectively referred to herein as the "COPS Documents ". 2. The Boars', of Directors of PMPC shall consist of five (5) persons, two (2) to be selected by USC and three (3) to be selected by City. PN[PC shall exist for the life of the Golf Course. PMPC will be bound by the provisions of this Agreement to the extent applicable. 3. USC shall cause to be conveyed to City marketable fee simple title to sufficient land acceptable to City as a suitable site for the Golf Course (approximately 160) acres, by quit claim deed free of liens, encumbrances, easements, restrictions and reservations (except Permitted Exceptions as hereinafter defined.) Since the planned closing of the purchase of the COPS will take place on January 3, 1989 prior to the C'_i.tv's determination whether the land is a suitable site for the Golf Course, USC shall cause title to the certain land described in Exhibit "A" attached hereto, constituting approximately 260 acres (herein "Site ") , to be so conveyed to the Citv no later than January 3, 1989. hs soon as the City determines the land is a suitable site for the Golf Course and Citv determines a layout for the Golf Course on the Site and completes the graair_g, filling, contouring and other earthwork, the City, subject to terms and conditions of Secticn 11.5 of the Sublease, will cause the unneeded portion of -2- the Site (in excess of the approximately 160 acres) to be reconveyed to USC by special warranty deed free of the COPS documents, and subject only to general property taxes for the year of reconveyance and those items listed on Exhibit D to the sublease (herein, the "Permitted Exceptions ") . The City shall finally determine a layout for the Golf Course on the Site, and the reconveyance of the excess land to USC shall occur within thirty- (30) days after the City has substantially completed the earthwork (to include grading, filling and contouring, and other earthwork but to exclude any seeding, landscaping or construction of improvements) for the Golf Course. The City shall proceed to make such final determination of the layout of the Golf Course on the Site, on or before November 1, 1990. If the City determines the Site is not a suitable site for the Golf Course, or if City and the Developer do not enter into the agreement described in paragraph 11 hereof, and City selects an alternate site, the City will, subject to the terms and conditions of Section 7.4 of the Sublease, cause title to the Site to be reconveyed to USC by special warranty deed, free of the COPS documents and subject only to the Permitted Exceptions. If the City so chooses an alternate site, the Site will_ be reconveyed to USC within thirty (30) days after the alternate site is officially made subject to the COPS documents. if the City does not choose an alternate site, and a "Termination Evert" occurs under and as defined in the COPS documents, then, to the e:,tent permitted under the COPS documents: -3- (a) if such Termination Event occurs prior to the City's determination of the final layout of the Golf Course on the Site, and the City has not expended at least $100,000 in earthwork in laying out the Golf Course on the Site, then. the "Trustee" as defined in the COPS documents shall release such documents as to, and the City shall reconvey to USC by special warranty deed subject only to the Permitted Exceptions, a 100 acre portion of the Site (the "Remainder ") meeting the following requirements: (i) all land in the Remainder shall be contiguous; (ii) the Remainder shall have access to a public street or public right of way therefor; and (iii) the Remainder shall have a confiauration such that it may be reasonably developed for residential and mixed -use commercial ^urposes without material difficulty. (b) If such Termination Event occurs prior to the City's determination of the final layout of the Golf Course on the Site, and the City has expended at least 1'100,000 in earthwork: in laying out the Golf Course on the Site, then the Trustee shall release such documents as to, and the City shall reconvey to USC by special warranty deer: subject on 3-y to the Permitted Exceptions, that portion of the Site not then considered to be part of the layout of the Golf Course. (c) if such Termination Evert occurs after the City has made its final determination of the layout of the Golf Course on the Site, and the City has not already reconveyed the unneeded portion of the Site to USC as required above, then the Trustee shall release the COPS documents as to such unneeded portion and the City shall convey the same to USC as above- provided. Any reconveyance to USC under this paragraph shall be to USC or such other entity as USC shall designate. The City's obligation to reconvey the unneeded portion of the Site or the entirety of the Site, as the case may be, to the extent permitted and consistent with the COPs documents, will be embodied in appropriate language in the deed of the Site from USC to City and in an option agreement between USC and the City. 4. The design and layout of the 18 -hole public golf course will be determined b_v the City. USC may review and comment on City's proposed design and layout and City will consider (bur shall not be bound by) USC's comments, provided USC's comments are delivered to City in writing within twenty (20) days (or such other time period as USC and City may mutually agree upon) after City's proposed design and layout are submitted to USC for. review. In its instructions to its architect for layout of the Golf Course, the City shall instruct the Golf Course architect to give reasonable consideration to the fact that USC, or its successors in interest to the remainder of the parcel of property in which the Golf Course is located, intend to develop such property for residential and mixed -use commercial development. 5. The Golf Course will be planned and developed by the City. The City's sole source of funds for planning, equipping and constructing the Golf Course , r;ll be the net proceeds of the COPS. Design and construction will be supervised and managed by a project manager who will be either an er.:plovee of Ci'- of an " J - independent consultant or contractor, or both, engaged b - the City. The costs associated with the project manager shall be capitalized as a project cost in the financing for the Golf Course. 6. Subject to the conveyance to City of marketable title to the Site as provided in paragraph 3 hereof_, City and PMPC will execute and deliver all CoPs documents on their part to be executed and delivered prior to closing of the sale of the COPs including without limitation the Ground Lease and Sublease. PMPC through the sublease has assigned the Golf Course planning and development responsibilities to the City. The debt service for the COPs will., if the City elects to renew the annual term of the Sublease, be funded by City from annually appropriated general fund revenues. The City anticipates that Golf Course revenues will be sufficient for debt service and operation and maintenance of the Golf Course. If City fails to appropriate sufficient funds to renew the lease, the lease, subject to the teems and conditions of the COPS documents, may be terminated and the golf course operation and use will revert to PMPC. PMPC would then be able to sublease or sell an assignment of its interest in the Ground Lease for the golf course to another public or private entit1�. In such event, USC or a party of its choosing, subject to the approval of the Trustee and to availability of budgeted funds, may assume the responsibility to maintain the property until a new lessee or purchaser is found. PMPC will assign its rights and remedies under the Ground Lease and the Sublease to The Pueblo Bank and Trust Comjany as Trustee under the Mortgage. -6- 7. The City as lessee and operator of the Golf Course under and subject to the terms and conditions of the Sublease will fix fees and charges for the use of the Golf Course and will receive all revenue from the Golf Course except revenue from those activities such as restaurant or pro shop which may be operated by others under contract with the City. The City intends to but is not obligated to adopt a budget for the operation and maintenance of the Golf Course for each annual renewal term. PMPC may review and comment upon any such budget prior to its adoption by the City. City will maintain records for the operation and maintenance of the Golf Course which shall be open for review by PMPC. The Golf Course accounts will b;� audited by City as part of the City's annual audit. S. City will annually appropriate and distribute to USC or such entity as USC may designate one -half of the annual net income from the Golf Course to be used by USC for the construction of parks and recreational facilities in or near the USC carpus for the cooperative benefit or the people of Pueblo and USC and its students and staff. For purposes of this paragraph "net income" means gross revenues received by the City from City's operation of the Golf Course less all prior years operatics and maintenance deficits, all costs of operation, administration, maintenance, repairs, replacements, basic rent and additional rents, depreciation and on -going capital costs associated with landscaping, course development and facility enhancement. if PMPC succeeds to ownership of the Golf Course free of the Sublease, it will he bound b the provisions of this Paragraph E. 9. In the event title to the Golf Course shall be conveyed by PMPC to City pursuant to Article XII of the Sublease, then use of the same shall be limited to golf course, park and /or recreational uses, or such other uses compatible with the land uses in the area as mutually agreed to by City and State Board of Agriculture. 10. So long as City is the lessee and operator of the Golf Course under the Sublease, the Golf Course shall be managed and operated by City as a public facility' for the use and benefit of the public on a fair, equal and nondiscriminatory basis without preferential treatment to those associated with the City, USC, the developer of USC's other land, or nearby homeowners and businesses. The Golf Course Manager may recommend a schedule of green fees and charges to encourage high school and collegiate golf and tournament golf. 11. Prior to the construction of the Golf Course, the Site and USC's other land (approximately 570 acres in the aggregate) will be annexed to the Citv and the City and the developer of USC's other land shall enter into an agreement whereby such developer at its expense shall extend and install roads, water, sanitary and storm sewers, drainage facilities and other utilities to the Golf Course in sufficient size and capacity to serve the Golf Course. The Site and USC's other lard will he developed pursuant to a master development plan . identifies and resolves development, drainage, utilities, traffic, and _g_ infrastructure needs and requirements. City may waive compliance with any provision of this paragraph 11 by Resolution duly adopted by the City Council of City. 12. USC will dedicate other property for roads and utilities providing access or service to the Golf Course. All such roads shall meet minimum City standards except as City and USC shall otherwise mutually agree. 13. In the event of any foreclosure by the Trustee on the Golf Course or 160 -acre portion of the Site to which the Trustee is entitled, to the extent permitted by the COPs documents, any excess proceeds arising from foreclosure sale or otherwise and payable to the Cite as record owner of the property so forec?osed stall be allocated between the Citv and USC as follows: (a) If such foreclosure occurs prior to the City performing at '_east $100,000 in earthwork in laving out the Golf Course on the Site, then 1000 of the excess proceeds shall be paid by the City to USC; (b) If such foreclosure occurs after the City has performed at least $100,000 in earthwork in laving out the Golf Course on the Site but prior to completion of construction thereof, they, the excess proceeds will be split equally between the City and USC; and (c) If such foreclosure occurs after the City has completed construction of the Golf Course on the Site, all excess proceeds will be the property of the City. -c.__ 14. All provisions of this Agreement inconsistent with the provisions of the COPs documents shall be superseded by the COPs documents to the extent of such inconsistency. 15. This Agreement shall not be filed or recorded with the Pueblo County Clerk and Recorder without the prior written APPROVED BY: consent of both USC and City. 15. The Agreement dated September 12, 1988 between City and USC is hereby terminated and each party thereto is released from all obligations thereunder. Executed the day and year first above written. UNIVERSITY OF SOUTHERN C0LCRAD0 By President CITY OF PUEBLO, A 1'UNICIPAI, CORPOR.A.TIONT oe By President, City Council mF n BY B ` Se reta.ry itv Clerk THE STATE BOARD OF AGRICULTURE OF THE STATE OF COLORADO B Richard L. Robinson, President -iC- EXHIBIT " A " A parcel of land located in the South 1/2 of the South 1/2 of Section 6, the West 1/2 and the Northeast 1/2 of Section 17 and the Northeast 1 /k'of the Southeast 1/4 of Section 18, all being in Township 20 South, Range 64 West of the 6th Principal Meridian, more particularly described as follows: Beginning at a point from which the Northeast corner of said Section 17 bears N 89 0 12 1 00" E (bearings based on the North line of said Section 17 to bear N 89 ° 12'00" E), a distance of 860.00 feet; thence N 00 ° 48 1 00" W, a distance of 1,211.87 feet; thence S 89 ° 12 1 00" W, a distance of 3,848.88 feet; thence S 00 ° 48 1 00" E, a distance of 1,211.87 feet to a point on the North line of said Section 17; thence N 89 °12 E along said North 1 -ine, a distance of 718.58 feet; thence S 39 6 16'13" W, a distance of 2,898.41 feet (S 39 ° 12' W, 2,900 feet, Deed) to the Southeast corner of Lot 4, Block 53, in University Park Subdivision, 15th Filing, according to the recorded plat as filed for record in Book 2221 at Page 323 of the Pueblo County Records; thence S 40 ° 56'39" E (S 40 ° 48 " E, Deed) , a distance of 1,339.14 feet to the North line of a permanent highway easement as recorded in Book 1680 at Page 593 of the Pueblo County Records; thence S 61 0 08'36" E (N 61 °08' W. Deed) along said North line, a distance of 1,049.84 feet; thence N 28 ° 51'24" E, a distance of 483.25 feet; thence Northerly along the are of a non- tangent curve to the right whose center bears N 72 ° 03'16" E, having a central angle of 44 0 34'19" and a radius of 800 feet, a distance of 622.34 feet; thence N 26 ° 37'35" E, a distance of 1,368..09 feet; thence Northeasterly along the arc of a curve to the right, having a central angle of 61 ° 58'23" and a radius of 800 feet, a distance of 865.31 feet; thence N 01 ° 24 1 02" W, a distance of 1,091.15 feet more or less to a point on the North line of said Section 17; thence N 89 ° 12 1 00" E along said North line, a distance 1,606.51 feet to the point of beginning. Said parcel contains 260 acres more or less.