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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. Z&k6e&-&� ) 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