HomeMy WebLinkAbout07504RESOLUTION NO. 7504
A RESOLUTION APPROVING AND ACCEPTING CONVEY-
ANCE OF A METHANE RECOVERY SYSTEM BY BILL OF
SALE AND AUTHORIZING THE PRESIDENT OF THE CITY
COUNCIL TO EXECUTE SAME
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, COLORADO, that:
SECTION 1
The Bill of Sale dated June 1, 1994 from Fuel Resources Development Co. to Pueblo, a
municipal corporation conveying a methane gas recovery system to the City (the "Bill of Sale "), a
copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby
approved in accordance with its terms.
SECTION 2
The President of the City Council is authorized to execute an acceptance of the Bill of Sale
on behalf of the City.
ATTEST:
City Clerk
INTRODUCED: November 28 1994
By SAMUEL CORSENTINO
Councilperson
APPROVED:
?sidVtf the City Council
J:\CrrY\ADMIN\FUELCO\RES-BILL.WPD
BILL OF SALE
THIS BILL OF SALE is executed and delivered as of the first day of June, 1994, by
Fuel Resources Development Co., a Colorado corporation ( "Fuelco "), to the City of Pueblo, a
municipal corporation ( "Pueblo ").
WHEREAS, Pueblo owns certain property known as the Pueblo Solid Waste Landfill
located in Pueblo County, Colorado (the "Landfill "); and
WHEREAS, Fuelco has constructed and installed and owns that certain Gas Methane
Recovery System and Facility located on, over and under a portion of the Landfill, as more
particularly described in Exhibit A attached hereto (the "System "); and
WHEREAS, pursuant to paragraph 15 of that certain Escrow Agreement dated as of June
1, 1994 (the "Escrow Agreement "), by and among Fuelco, Pueblo and Pueblo Bank & Trust
Company, such parties agreed to execute any necessary transfer documents evidencing Fuelco's
conveyance of the System to Pueblo without cost to Pueblo; and
WHEREAS, Fuelco represents and warrants that Fuelco has no knowledge whatsoever
of any circumstance, release or threatened release arising from, or attributable in whole or in
part to, the System or the System's prior operation (i) which is or reasonably may be subject to
an order or enforcement action of any state or federal agency, or (ii) which may impose upon
the owner or operator of the System any duties of any kind arising or which could arise under
the Comprehensive Environmental Response, Compensation and Liability Act (42 U.S.0 Section
9601 et seq.), the Superfund Amendments and Reauthorization Act, the Resource Conservation
and Recovery Act, the Toxic Substances Control Act, the Clean Water Act, the Clean Air Act,
the Safe Drinking Water Act, the Endangered Species Act, or Colorado state laws relating to
hazardous waste or protection of the environment, and implementing regulations; however,
Pueblo understands and acknowledges that the foregoing statement by Fuelco is not based upon,
and Fuelco has not undertaken, any investigation or testing of the System whatsoever;
NOW, THEREFORE, for good and valuable consideration and for the mutual covenants
and agreements set forth in the Escrow Agreement, the receipt and sufficiency of which is
hereby acknowledged, Fuelco does hereby grant, bargain, sell, transfer, assign and convey unto
Pueblo forever all of its right, title and interest in and to the System, and warrants title to the
same, free and clear of all debts, mortgages and encumbrances, subject to the following
covenants and conditions:
1. As partial consideration for this Assignment, and in the absence of which Fuelco
would not have executed and delivered this instrument to the City, it is agreed
and understood that the City shall assume all responsibility and liability for
owning, operating and maintaining the System in accordance with all applicable
federal, state and local statutes, rules or regulations, from and after the date of
this Assignment; provided, however, that Fuelco shall remain responsible for those
liabilities asserted against Fuelco prior to the date hereof as a result of Fuelco's
ownership, operation or maintenance of the System.
2. THE SYSTEM IS CONVEYED "WHERE IS, AS IS" AND WITHOUT
WARRANTY BY FUELCO OF ANY KIND, EXPRESS OR IMPLIED.
SPECIFICALLY, AND WITHOUT LIMITATION, FUELCO DOES NOT, IN
ANY WAY, WARRANT TO THE CITY THE QUALITY OR CONDITION OF
THE SYSTEM, OR ITS FITNESS FOR A PARTICULAR USE OR PURPOSE,
OR ITS MERCHANTABILITY.
3. Fuelco shall pay all taxes assessed on, based on, or attributable to the System that
accrued on or before the date of this Bill of Sale. Upon execution of this Bill of
Sale, a true copy shall be promptly filed with the Pueblo County Assessor in
order that the System may be exempted from property taxation pursuant to
Section 39-3-105, C.R.S. and taxes abated effective the date of transfer pursuant
to Section 39 -3 -130, C.R.S.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
-2-
IN WITNESS WHEREOF, Fuelco has caused this Bill of Sale to be duly executed as of
the date first above written, and Pueblo has caused this Bill of Sale to be duly accepted, as
indicated by its execution below.
ATTEST:
By: w
Secretary
FUEL RESOURCES DEVELOPMENT
CO.
By:
Vice President
STATE OF COLORADO )
) ss.
CITY AND COUNTY OF DENVER )
On the • �A� � Q 11 4 !�► and day of ea r , 1994, personally appeared before me
W si gners of the above
aS , the si g
instrument, ho duly acknowledged to me that they executed the same ////' half f Fuel
Resources Development Co. i�� ,
Public
My Commission Expires: Ally C=Ws9dn Ej#W Feb. 28, 1996
AGREED AND ACCEPTED AS OF
THE DATE FIRST ABOVE WRITTEN.
CITY OF PUEBLO
B*sid —
the City Council
STATE OF COLORADO )
) ss.
COUNTY OF PUEBLO )
O e day of , 1994, personally appeared before me
the President o the City Council, who duly acknowledged to me
e exec d e foregoing Bill of Sale o4ehalf the Ci of Pueblo.
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lic
My Cornraission Expires: 61750 -48716 27121
-3-
EXHIBIT A
The Property consists of that certain Gas Methane Recovery System and Facility located
on, under and over the following parcel of the Pueblo Solid Waste Landfill in Pueblo County,
Colorado:
That parcel of land located at the S' /2 of the NW' /a, the N'h of the S' /2, and the
S' /2 of the SW' /a , all in Section 18, Township 21 South, Range 65 West of the 6th
P.M.; and a portion of the E'h of the E'h of Section 13, Township 21 South,
Range 66 West of the 6th P.M. being the East 600 feet of the South 2,975 feet
of the said Section 13; Pueblo County, Colorado, containing approximately 361
acres, excepting existing roads and rights -of -way and subject to easements,
restrictions, reservations and rights -of -way of record;
EXCEPT the following approximate 3.488 acres:
A tract of land located in the SE 1 /4 of the SW 1 /4, Section 18, Township 21 South,
Range 65 West of the 6th P.M., being more particularly described as follows:
Considering the South line of the said SW' /a of Section 18 to bear 5.88 ° -45'-
33 "E. and all bearings contained herein being relative thereto.
Commencing at the Southwest corner of said Section 18; thence N.74 °- 23'- 39 "E.,
a distance of 1408.09 feet to the True Point of Beginning; thence N.09 ° -24'-
55"E., a distance of 422.00 feet; thence S.80 °- 35'- 05 "E., a distance of 360.00
feet; thence S.09 °- 24'- 55 "W., a distance of 422.00 feet; thence N.80 ° -35'-
05"W., a distance of 360.00 feet to the Point of Beginning.
61750 -48716 27121
City of Pueblo
OFFICE OF THE CITY ATTORNEY
127 Thatcher Building
MEMORANDUM PUEBLO, COLORADO 81003
TO: The City Council and the City Manager
FROM: Thomas J. Florczak, Assistant City Attorney 00
DATE: November 9, 1994
RE: Fuel Resources Development Co. - Escrow Agreement and Bill of Sale
Fuel Resources Development Co. ( "Fuelco ") is the wholly owned subsidiary of Public Service
Company which had constructed the landfill gas recovery system upon closed portions of the Pueblo
Solid Waste Landfill for the purpose of converting landfill gas into marketable hydrocarbon
products. The system consisted of a collection system of wells and pipelines, and production
facilities which were to process the gas. In June, 1993, Fuelco conveyed the production facilities
to Rentech, Inc. and City Council approved an agreement with those companies under which: the
land upon which the production facilities was located was subleased to Rentech, Fuelco agreed to
pay the City $15,000 initially, and Fuelco / Rentech would thereafter pay the City annual rent of
$3,500.00 for use of the production facilities land.
Subsequently, Fuelco determined that the collection system was of no further value to Fuelco and
it notified the City that it intended to abandon the collection system. Under the original development
agreement between the City and Fuelco, Fuelco was obligated to remove its facilities upon
abandonment or bear the expense of doing so.
However, the U.S. Environmental Protection Agency ( "EPA ") had proposed to adopt a national rule
requiring certain landfills to install gas mitigation systems for the purpose of protecting air quality.
With assistance from a consultant, the City evaluated the collection system to determine whether
portions of the system could be used for a mitigation system in the event EPA were to adopt the
regulation and make same applicable to landfills closed within the time period that incudes Pueblo's
landfill. As best as can be determined, the collection system may be of value to the City in the event
the EPA rule is finally issued and applies to this facility. EPA's final rule is overdue and should be
issued soon.
Based upon the foregoing, the proposed Escrow Agreement and Bill of Sale was negotiated with
Fuelco's representatives and attorneys. Under these documents, Fuelco will convey the collection
system to the City at no cost and will be released from its obligation to remove the system.
Additionally, Fuelco will deposit $125,000 in escrow with Pueblo Bank and Trust. In the event the
City determines, within 2 years from June 1, 1994, that all or a portion of the collection system
should be removed, the costs of such removal will be paid from the escrow fund. Except as provided
in the Escrow Agreement, any balance remaining in the Escrow fund on June 1, 1997 will be
returned to Fuelco. It is anticipated that these time frames are reasonable for the EPA rule to be
issued and for the City to determine what portions of the collection system will be of no value to the
City and should be removed to prevent future maintenance expense for the landfill.
JACITYTUBLIC VAMISCTUELCO.WPD