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HomeMy WebLinkAbout6642RESOLUTION NO. 6642 A RESOLUTION APPROVING AN OPTION AGREEMENT BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION AND THE PRYOR- GIGGEY CO., A CALIFORNIA 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: The Option Agreement between the City of Pueblo, a Municipal Corporation and The Pryor - Giggey Co., a California 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. SECTION 2 The President of the City Council is hereby authorized and directed to execute for and on behalf of the City the Option 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: Novemeber 26 , 1990 HOWARD WHITLOCK Councilperson ATTEST: APPROVE I / N'4��'j �e Cit V Clerk Pre ident of the City Council TJ 46.28 S � OPTION AGREEMENT THIS AGREEMENT entered into as of the p'�6�" day of K6deA 4eR,, , 1990 between the City of Pueblo, a Municipal Corporation (herein "City ") and The Pryor - Giggey Co., a California Corporation, (herein "Company "), WITNESSETH: 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 reuse and development of portions of the Airport industrial land would increase the tax base and avail- ability 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. Option To Purchase (a) City does hereby grant to Company, for a period of five (5) years from date of this Agreement, the option to purchase upon the terms and conditions herein, for a purchase price of $17,125.00 (herein "Purchase Price ") payable as herein provided, approximately 2.74 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 option hereby granted shall be exercised by Company by delivering to City on or before the expiration of the five (5) year option period, Company's written notice of its exercise of the option. If Company does not give timely notice of its exercise of the option, the option hereby granted shall automatically terminate. (c) The Purchase Price will be paid in full at closing. 2. Conveyance. At closing 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, taxes and assessments. 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 sixty (60) days from the date of receipt by City of Company's timely written notice of its exercise of the option (herein "closing date "). The closing date hereunder may be changed without amendment to this Agreement by mutual written consent of City and Company. 4. Conditions Precedent to Closin The Purchase and sale herein contemplated is contingent upon and subject to Company's timely exercise of the option hereby granted, and to the follow- ing conditions precedent: (a) Receipt by Company of a standard ALTA owners title insurance policy, or commitment therefor, in the amount of the estimated value of the Property as improved satisfactory to Company, insuring title to the Property free of liens, encumbranc- es, taxes and assessments. All costs and premium for such title insurance shall be paid by Company. (b) Prior approval of the Federal Aviation Administra- tion (herein "F.A.A. ") and its issuance of all necessary Deeds of Release for the Property. (c) Pueblo County granting an exception from its sub- division regulations for the Property or the inclusion of the Property in an approved subdivision. 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 obliga- tions hereunder or Company or City may waive the conditions. Closing of this transaction shall constitute a waiver of the conditions by Company and City. 5. Company's Representations Company represents, warrants and agrees, subject to closing, as follows: (a) Company will within 12 months after closing construct and equip on the Property a manufacturing facility with office space (herein "facility ") and will 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 specifications, including parking, site development and landscaping plans, approved by City, which approval will not be unreasonably withheld, and in compli- ance with applicable federal, state, and local law, regulations and codes. Company shall commence construction of the facility within 12 months after closing and will thereafter diligently pursue its completion and will in a timely and expeditious manner take all action necessary and required therefor. If Company does -2- r.. not commence construction of its facility within 12 months after closing and thereafter diligently pursue completion thereof, title to the Property will revert to the City free of all liens, claims, encumbrances, taxes, restrictions, easements and rights of way placed thereon by the acts or defaults of Company. If the Property so reverts to City and if City gives written notice to Company of the exercise of its right of reversion and tenders to Company all sums actually paid to City by Company for the purchase of the Property, Company shall execute and deliver to City a special warranty deed conveying to City marketable title to the Property free of all liens, claims, encumbrances, taxes, restrictions, easements and rights of way placed thereon by the acts or defaults of Company. For purposes of this Agreement the term "commence construction" means the pouring of footings and foundations on the Property. (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 streets 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 by a solid fence all unsightly areas of the Property and those 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 the available treatment capacity of City's waste water treatment facilities and City's sewer user, industrial cost recovery, high strength surcharge, and pretreatment ordinances, rules and regulations applicable to City's sanitary sewer system, now in effect or hereafter adopted and amended. Company shall only discharge domestic waste water into City's sanitary sewer system. If Company discharges waste water from the Property other than into City's sanitary sewer system, Company shall obtain all permits and easements required therefor. City will cooperate with Company in obtaining such permits and easements provided City incurs no expense or liability relating thereto. (e) Company shall comply with notification 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 the per acre per annum amount established by Resolution of the City Council of City, payable monthly for each acre of land conveyed to Company hereunder. City may, from time to time, reduce, alter or -3- C- eliminate any or all of the services or facilities presently being furnished and may modify, increase, or decrease the service fee therefor and the manner in which it is calculated, including making separate charges for such services, provided (i) such services and fees shall be non - discriminatory among other owners of land at Pueblo Memorial Airport receiving such services and facilities, and (ii) such fees 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 City reserves the right, without any obligation on its part to do so, to main- tain 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. Company further acknowledges and agrees that City has not made, nor by any provision of this Agreement shall City be construed to have made any representation or warranty to the contrary relating thereto. (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 develop- ment 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. 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. (i ) 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. 6. City's Representations. City represents, warrants and agrees, subject to closing, as follows: (a) City will cause the electric power lines now crossing the Property to be removed at City's expense. Removal will be completed at City's convenience or at the time Company commences construction of its manufacturig facility on the Property, whichever occurs first. (b) City will not require the construction of on -site storm water detention facilities on the Property. -4- 4 (c) Company will be responsible for obtaining railroad approval for any railroad tracts or spurs adjacent to the Property. City will cooperate in obtaining such approval at no cost to City. All such railroad approvals will be subject to City's prior written approval. Company acknowledges and agrees that the right to use or the use of any railroad tracts or spurs located off the Property is not part of this transaction and the use of such railroad tracts or spurs must be separately negotiated and mutually agreed to by Company, City and affected railroads. 7. Colorado Law. This Agreement shall be governed by the laws of the State of Colorado and shall be construed in accordance therewith. 8. No Waiver Time is of the essence hereof. 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. 9. 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 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. 11. 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. 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 pro- visions. 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. 13. Amendment. This Agreement sets forth the entire under- standing 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. 14. No Assignment The Company shall not assign this Agreement or any interest herein without the prior written consent of the City. 15. Notices All notices required to be given by this Agreement shall be made in writing and served either by: -5- 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: Office of the President The Pryor - Giggey Co. P. 0. Box 11890 Pueblo, CO 81001 Attn: Robert E. Cornella, Plant Manager City Manager City of Pueblo 1 City Hall Place Pueblo, Colorado 81003 16. 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. 17. Non - Exclusive Use of Roads. Subject to closing, City grants to Company a non - exclusive easement and right -of -way over and across the following City owned roads at Pueblo Memorial Airport, to -wit: William White Boulevard and Keeler Parkway Drive, 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 roads. Immediately upon the dedication by the City of the roads, 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. IN WITNESS WHEREOF, the Company has caused this Agreement to be executed by its duly authorized officers, and the City has caused this Agreement to be executed by its duly authorized representatives both on the day and year first written above. THE PRYOR - GIGGEY CO., A CALIFORNIA CORPORATION [S E A L] ,A ATTEST: By Secre y President CITY OF PUEBLO, ff-M A MUNICIPAL CORPORATION [S E A L] ATTEST: By C erk Pr ident of the City Council TJ 46.29 -7- WARRANTY DEED THIS DEED, made this day of , 199 by and between Pueblo, a Municipal Corporation (herein "City ") and Pryor- Giggey Co., a California Corporation, (herein "Company "), WITNESSETH: That City for and in consideration of the sum of $10.00 and other good and valuable consideration to 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 easements for the existing sanitary and storm sewer, water and natural gas lines located on or crossing the Property, 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 Company, its successors and assigns and inuring to the benefit of 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 Documentary Fee - $ EXHIBIT "A" — 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 naviga- tion 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 4,660 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) The Property may be used only for manufacturing facili- ties and incidential office and warehouse uses. The Property shall not be used for smelting or plating operations, 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 activities conducted on the Property. 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. (b) Outdoor storage shall not be permitted except for storage of equipment used in the facility. 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 50 feet in height shall be installed or constructed on the Property. (d) No structure or building shall be constructed or installed nearer than thirty -five (35) feet along the front of the Property near Lockheed Street or twenty -five (25) feet of side or -2- rear streets. There must be installed and maintained a minimum twenty -five (25) foot strip of living landscaped ground along the front of the Property near Lockheed Street and fifteen (15) feet adjacent to abutting streets. Minimum side yards set -backs shall be twenty -five (25) feet. (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 outside storage and unsightly areas of the Property and those 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 Company 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 the available treatment capacity of City's waste water treatment facilities and 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. Company shall only discharge domestic waste water into City's sanitary sewer system. (h) City reserves the right to waive all or any part of these Restrictive Covenants. 5. This Deed and conveyance are made upon the expressed condition that Company will construct and equip a manufacturing facility on the Property. If Company does not commence construc- tion of the manufacturing facility on the Property in accordance with plans and specifications therefor approved by City, including parking, site development and landscaping plans, within twelve -3- (12 ) months from the date of this Deed and thereafter diligently pursue its completion, title to the Property free and clear of all liens and encumbrances shall revert to the City. If title to the Property so reverts to the City, Company, upon tender by City to Company of $17,125.00, shall execute and deliver to City a special warranty deed conveying to City marketable fee simple title to the Property free and clear of all liens, claims, encumbrances, taxes, restrictions, reservations, easements and rights of way except those of record as of the date of this Deed. "Commence construction" means the pouring of footings and foundations on the Property. 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 not 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 specific per- formance 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. PRYOR - GIGGEY CO. [S E A L] -4- ATTEST: By President Secretary PUEBLO, A MUNICIPAL CORPORATION [S E A L] .. By ATTEST: P dent of the City Council 'S i y Clerk COUNTY OF ) ss. STATE OF ) The foregoing instrument was acknowledged before me this day of 199_ by as President and as Secretary of Pryor - Giggey Co., a California corporation. Witness my hand and official seal. My commission expires: [S E A LJ otary Public COUNTY OF PUEBLO ) ) ss. STATE OF COLORADO ) The foregoing instrument was acknowledged before me this day of , 199_ by as President of the City Council and as City Clerk of Pueblo, a Municipal Corporation. Witness my hand and official seal. My commission expires: [S E A L] Notary Public TEJ 46.27 -5- EXHIBIT "A" TO WARRANTY DEED BETWEEN PRYOR- GIGGEY CO. AND THE CITY OF PUEBLO, COLORADO A parcel of land located within the County of Pueblo, State of Colorado to -wit: A parcel of land being a portion of the S 1/2 of the NE 1/4 and the N 1/2 of the SE 1/4 of Section 30, Township 20 South, Range 63 West of the Sixth Principal Meridian, being more particularly described as follows: BEGINNING at a point from which the NE corner of said Section 30 bears N 31 -37 -57 E, (bearings based on the north line of said Section 30 to bear N 89 -59 -27 E), a distance of 3049.68 feet; Thence S 46 -31 -41 E, a distance of 599.75 feet to a point on the apparent right -of -way line of Lockheed Street; Thence S 43 -23 -57 W along said apparent right -of -way, a distance of 199.00 feet; Thence N 46- 32-32 W, a distance of 600.00 feet; Thence N 43 -28 -19 E, a distance of 199.15 feet to the POINT OF BEGINNING, Said parcel contains 2.74 acres.