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HomeMy WebLinkAbout7518RESOLUTION NO. 7518 A RESOLUTION APPROVING AN AGREEMENT AND CONVEYANCE OF REAL PROPERTY BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND HYD -MECH PUEBLO, INC. AND JRC, LIMITED LIABILITY COMPANY RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT, AUTHORIZING THE EXPENDITURE OF $220,000 THEREFOR FROM THE 1992 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECT FUND, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE THE AGREEMENT AND WARRANTY DEED WHEREAS, Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company have expressed a willingness to locate their business activities within the Pueblo Memorial Airport Industrial Park and have committed to employ eighty (80) full time employees at Pueblo Memorial Airport Industrial Park, and WHEREAS, Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company through the Pueblo Economic Development Corporation has made application for funds from the 1992 Sales and Use Tax Capital Improvement Project Fund, and WHEREAS, the City Council is willing to approve such application for funds upon the terms and conditions set forth herein; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The City Council does hereby find and determine that Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company's application for funds meets and complies with the criteria and standards established by Ordinance No. 5742 and will create employment opportunities justifying the expenditure of public funds. SECTION 2 The Agreement dated December 12, 1994 between Pueblo, a municipal corporation and Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company and the incorporated Warranty Deed conveying the real property described therein, copies of which are attached hereto and incorporated herein, having been approved as to form by the City Attorney, are hereby approved. The President of the City Council is authorized to execute and deliver the Agreement and Warranty Deed in the name of the City and the City Clerk is authorized and directed to affix the seal of the City thereto and attest same. SECTION 3 Funds in an amount not to exceed $220,000 are hereby authorized to be expended and made available to Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company out of the 1992 Sales and Use Tax Capital Improvement Fund for the sole purpose of reimbursing it for the cost of the job creating capital improvement project described in the attached Agreement. The funds hereby authorized to be expended shall be released and paid by the Director of Finance to Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company after receipt (i) by the City Clerk of the documents required to be filed pursuant to paragraph 3(a) of the Agreement and (ii) by the Director of Finance of written requests for payment required by paragraph 3(e) of the Agreement. SECTION 4 This Resolution shall become effective upon final passage. ATTEST C4 y Clerk INTRODUCED: December 12, 1994 SAMUEL CORSENTINO Councilperson APPROVED: President of the City Council 1 A CITY\ AIRPOR 'I' \IIY[)- �,IE('H \RESOLU'VI.WPf) -2 AGREEMENT THIS AGREEMENT entered into as of December 12, 1994 between Pueblo, a municipal corporation (the "City ") and Hyd -Mech Pueblo, Inc., a Colorado Corporation (the "Hyd - Mech ") and fRC, Limited Liability Company, a Colorado Limited Company (the " JRC") (collectively the "Company "). WHEREAS, Company has expressed a willingness to locate its business within the Pueblo Municipal Airport Industrial Park, and in furtherance thereof has through the Pueblo Economic Development Corporation made application for funds with the City, and WHEREAS, the City has approved such application and will make funds available to Company subject to and upon the terms and conditions of this Agreement. 1. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Building" means the approximately 26,000 square foot shell building now located on the Property. "Company's Contribution" means the moneys Company shall spend to locate its business on the Property including without limitation, equipping the Building in the amount of $637,000, working capital in the amount of $400,000, and $20,000 to be paid to City at the time City conveys title to the Property to Company. "Full -Time Employee" means a person employed or caused to be employed by Company to perform work at the Property for not less than thirty -two (32) hours per week. The term "Full -Time Employee" does not include independent contractors nor employees of independent contractors. "Improvements" means the remodeling and expansion of the Building and installation of other on -site improvements set forth and described in the attached Exhibit "A" to be installed in accordance with the Plans and Specifications. "Quarterly Employees" means the sum of the number of Full -Time Employees on each business da_v of a Quarter divided by the sum of the business days in such Quarter. "Plans and Specifications" means the plans and specifications for the Improvements prepared by a licensed architect and approved by Company. "Property" means the land located at Pueblo Memorial Airport described in the Warranty Deed attached as Exhibit "B" and all improvements thereon including the Building and Improvements. "Property Value" means $440,000, the agreed upon value of the Building for purposes of this Agreement. "Quarter" means each successive three (3) calendar month period after the commencement of the Repayment Period. 2. Company shall spend Company's Contribution in furtherance of Company's location of its business on the Property in an expeditious manner. 3. City will convey title to the Property to JRC pursuant to the provisions of paragraph 8 hereof and will make available to Company funds in the amount of $220,000 for the cost of Improvements (the "City Funds "), subject to and contingent upon: (a) Company filing in the office of the City Clerk copies of the following: (1) Evidence that the Company has been legally organized and formed under the laws of the State of Colorado, (ii) Certified copy of the resolution of the board of directors or members of Company approving this Agreement and authorizing its officers to execute and deliver this Agreement in the name of Company, and (iii) evidence satisfactory to City that Company has spent or has lawfully committed to spend out of available funds Company's Contribution. The date of such filings is herein referred to as "Closing." (b) All construction contracts for Improvements for which payment is sought from City shall be awarded after competitive bidding which allows qualified local contractors to reasonably participate in the competitive bidding procedures. (c) Company filing with the Director of Finance of City written request for payment certified by an officer of Company that the amounts included in the requests for payment have not been included in any prior request for payment and are for the actual cost of Improvements, identifying the Improvements for which payment is sought, including certificates of the architect and general contractor that such Improvements have been installed in accordance with Plans and Specifications. 4. Company acknowledges that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making funds available to Company hereunder is the creation of jobs. Therefore, Company represents and commits that it will employ or cause to be employed at the Property eighty (80) Full -Time Employees (the "Employment Commitment "). 5. Notwithstanding anything contained herein to the contrary, if Company shall for any reason default in its Employment Commitment set forth in paragraph 4 hereof, Company shall repay to City a pro -rata share of the Property Value and the City Funds advanced by City under paragraph 3 hereof based upon the number of Full -Time Employees employed by Company at the Property (the "Repayment Obligation "), as follows: (a) During the seven (7) year period starting November 1, 1995 and ending -2- October 31, 2002 (the "Repayment Period ") Company shall pay to City an amount each Quarter equal to the Quarterly Employees less than (1) during each Quarter of the first 12 months of the Repayment Period, forty (40) and (ii) during each Quarter of the Repayment Period thereafter, eighty (80) employed at the Property by Company multiplied by $285.72 (the "Company's Quarterly Payments "). For example, if for the Quarter ending June 30, 1997 the Quarterly Employees is 70, the amount payable by Company to City on or before July 15, 1997 would be (80 - 70) x $285.72 _ $2,857.20. (b) Company's Quarterly Payments, if any, shall be paid to the City without notice, demand, deduction or setoff on or before the fifteenth (15th) day of each month after the end of each Quarter during the Repayment Period and for one month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003. All past due Company's Quarterly Payments shall bear interest at the rate of ten (10) percent per annum until paid. (c) Within fifteen (15) days after the end of each Quarter during the Repayment Period and for one calendar month thereafter, Company will submit to City's Director of Finance Company's statement showing the Quarterly Employees for the preceding Quarter and the basis upon which Quarterly Employees and Company's Quarterly Payment were computed certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City shall have access to Company's books and records including payroll records. City will, however, respect the right of employees as to confidentiality of personnel records. All City Funds advanced to Company by City under this Agreement plus the Property Value (less $20,000 paid by Company) or a total of $640,000 shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligations contained in this paragraph 5 and shall be secured by a first deed of trust on the Property. Company's Repayment Obligation shall be reduced by $22,857.15 for each Quarter Company meets its Repayment Obligation by (1) employing the specified Quarterly Employees, (ii) employing less than the specified Quarterly Employees and paying the difference as above provided, or (iii) paying Company's Quarterly Payment for such Quarter. Company shall provide all information and shall execute all documents and instruments required to grant to City a first deed of trust on the Property before City will convey title to the Property to Company and advance any funds under this Agreement. 6. (a) City Council of City may, in its sole discretion, relieve Company, in whole or in part, from Company's Repayment Obligations set forth in paragraph 5, if the City Council, after public hearing, finds and determines based upon competent evidence presented at such hearing that Company was prevented from complying with its Employment Commitment by reason of an act of God, or the elements, fire, explosion, strike, insurrection, riot, shortage or unavailability of materials, supplies or labor, interruption of transportation facilities, governmental laws, regulations or restrictions, or other causes beyond Company's reasonable control. The findings and decision of the City Council shall be final and binding upon Company and City. (b) Prior to instituting any proceedings to enforce Company's Repayment -3- Obligation under paragraph 5, City shall notify Company in writing of its intention to institute such proceedings. If Company desires to seek relief pursuant to paragraph 6(a), Company, within twenty (20) days after receipt of City's notice, shall deliver to City its written request for relief specifying the grounds upon which such relief is sought. Within sixty (60) days after receipt of Company's request, City will schedule a hearing before the City Council and give written notice to Company of the time and place of such hearing. Failure of Company to timely deliver its written request for relief or to appear and submit evidence in support of its request at a scheduled hearing shall constitute a waiver of any right of company to a hearing before City Council. (c) No delay or failure by City to exercise its right to enforce Company's Repayment Obligation, and no partial or single exercise of that right, shall constitute a waiver of that right, unless the City Council otherwise expressly provides in its findings and decision made pursuant to paragraph 6(a). 7. If Closing does not occur on or before December 31, 1994, this Agreement shall terminate and City and Company shall be released and discharged from all obligations hereunder. 8. At Closing, City will convey title to the Property to JRC subject to and upon the terms and conditions herein contained: (a) Company paying to City the sum of $20,000 in cash or certified funds. (b) Company paying all costs of closing including title insurance. (c) The Property will be conveyed "AS IS" and "WHERE IS" at the time of closing. Company acknowledges and agrees that City has not and does not make any representation or warranty concerning the Property or its condition, either environmental or otherwise. Company waives and releases City from, and assumes the risk of any environmental condition or liability relating to any environmental condition in, on, under or within the Property, including any claim under any state or federal statute, whether known or unknown, or now existing or arising in the future. (d) Title to the Property will be conveyed by City to JRC by warranty deed substantially in the form and content of Exhibit "B" attached hereto. 9. If Company is not in default under the provisions of this Agreement, Company shall have the following options with respect to the approximately 4.71 acres of land located easterly of the Property and shown as Lot No. 39 on the attached Exhibit "C" (the "Land ") for the sole purpose of expanding Company's business on the Land: (a) For a period of three (3) years from the date of this Agreement (the "Option Period "), Company shall have the option to purchase the Land for a purchase price of $1.00, provided Company documents to City's satisfaction that Company will within one (1) year from the -4- date of Company's exercise of the option (1) employ at its facility to be constructed on the Land thirty -five (35) or more Full -Time Employees in addition to the eighty (80) Full -Time Employees committed under paragraph 4 hereof and (ii) Company will construct on the Land a facility of not less than 15,000 square feet for manufacturing purposes. The option shall be exercised by Company delivering to City during the Option Period Company's written notice of its exercise of the option together with satisfactory documentation of employment. If Company does not give written notice of the exercise of the option and satisfactory documentation of employment to City within the Option Period, Company's option to purchase shall cancel and terminate. (b) For a period of two (2) years after the expiration of the Option Period (the "Refusal Period "), Company shall have the right of first refusal to purchase the Land for a price equal to its then fair market value as determined by a qualified MAI appraiser designated by the City plus the cost of such appraisal. If the City intends to sell or transfer the Land during the Refusal Period, City shall give written notice of its intend to Company. Company shall within thirty (30) days after the notice of City's intend has been given to Company, give written notice to City of the exercise of its right of first refusal. If Company does not give written notice to the City of the exercise of its right of first refusal within said thirty -day period, Company's right of first refusal shall cancel and terminate. (c) The sale and purchase of the Land shall be closed in Pueblo, Colorado within sixty (60) days after receipt by City of Company's written notice to either exercise its option to purchase together with satisfactory documentation of employment or its right of first refusal, whichever the case may be, subject to and contingent upon: (1) Prior approval of the Federal Aviation Administration and its issuance of all necessary deeds of release for the Land. (ii) Pueblo County granting an exception from its subdivision regulations for the Land or the inclusion of the Land in an approved subdivision. (iii) All costs of closing including title insurance shall be paid by Company. (d) The Land shall be sold and purchased "AS IS" and "WHERE IS" at the time of closing. Company acknowledges and agrees that City has not and does not make any representation concerning the Land, either environmental or otherwise. Company waives and releases City from, and assumes the risk of any environmental condition or liability relating to any environmental condition in, on, under or within the Land, including any claim under any state or federal statute, whether known or unknown, or now existing or arising in the future. (e) Title to the Land will be conveyed by City to Company by warranty deed substantially in the form and content of Exhibit "B" attached hereto. If Company purchases the Land pursuant to paragraph 9(a) above, the warranty deed shall contain a covenant that if Company -5- does not within two (2) years from the date of the warranty deed construct on the Land a facility of not less than 15,000 square feet for manufacturing purposes and employ at least thirty -five (35) or more Full -Time Employees at its facility on the Land, title to the Land shall revert to the City. (f) Neither the option to purchase nor the right of first refusal granted hereby shall be assigned, sold or otherwise transferred by Company except that Company may exercise the option and right of first refusal in the name of JRC. Any assignment, sale or other transfer shall be void and unenforceable against City. 10. In the event of any litigation arising out of this Agreement, the court shall award to the prevailing party its costs and reasonable attorney fees. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each party submits to the jurisdiction of that Court. Each party waives its right to a jury trial. N. This Agreement expresses the entire understanding of the parties and supersedes any and all prior dealings and commitments with respect to the subject matter of this Agreement and may not be amended except in writing signed by City and Company. 12. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 13. Any notices hereunder shall be sufficiently given if given personally or mailed by first class mail, postage prepaid, addressed: (a) if to City, City Manager, City of Pueblo, I City Hall Place, Pueblo, Colorado, 81003,or (b) if to the Company, 1201 Keeler Parkway, Pueblo, Colorado, 81 001; or to such other address as either party shall specify in written notice given to the other party. 14. Time is of the essence hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein. Any assignment or attempted assignment of this Agreement by Company shall be null and void. 15. The person signing this Agreement on behalf of Company represents and warrants that such party and Company have the requisite power and authority to enter into, execute, and deliver this Agreement and that this Agreement is a valid and legally binding obligation of Company enforceable against Company in accordance with its terms. 16. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. -6- Executed at Pueblo, Colorado, the day and year first above written. [SEAL] PUEBLO, A MUNICIPAL CORPORATION ATTEST: By Cit Clerk President of the City Council S EA 1 - i HYD -MECH PUEBLO, INC. a Colorado Corporation AT I FF " : / QQ/ l' Secretary r By IA , President JRC, LIMITED LIABILITY COMPANY, a Colorado Limited Liability Company By k L Manager I d C Manager J_AC I'1'Y \AIRP0R'11I IYD- N1ECHV11- ISDRF.WPD -� AL A Ali i'��73 4 �'h1 1'ELac °',C - 1 — 5 , 4 165VJ 1 l llMttlTI`M INC. Post-Ito brand taut I(SMSMIM memo 7611 1 "P J ames H. Gardner , Nelrns►1n E. Froelich J M 9arno&ky JiWING win SUN 31gl11G11 B,ugost 23, 1994 proseat: Stairs Jagiaski, Fear Portino, Galt Aftiza'tt:, J$Ir SpaclCaMfttL 40hu $uartig, Ron irsla d, Norman Froelich Supplementary to Bassett Construction Sstf,mte for VC- Sy atems, the fallowing its were discussed to complete Shell Building No, 5 and make it suitable for =mufactur- 3er operation of gyB - HL(H Engineering Ltd, The Cost of $475,000 includes A/'S fees ud the f of l ovino l • umm and wcme>a toileta for office KM - 1 me; 1 lav; womoens ,- 1 era; i lav Cotmtermounted Dina in toilets • Maas and woos toilets for shop area Memo - 3 ac: l ur, 2 lama 'pamns - 2 we. 1 lav Countermounted lame in toilets + vinyl the floor with rubber bake in toilets • Janitors closet with sink • !Couch room with coffee bar and sink • Drywall construction throughout affioa area with suspawW grid ceiling /troffer lights • Comerci.ail grade carpet in offices • Roottop refrigerated air cooling at offichs, 2. L > • paint stora requited - fireproof, ventilated, maxonry. Size VZO. • Locate nest to compressor room.. s Compressor room 1.2 at6' masonry ® $ ceiling beight. Locate OUTSIDE. One 5 BP cw*. slockout for grant supports at area where slab has net bean placed • 'Pit r owed at "Faint Bay* V IS' Wh Floor drain required at "flash Bay" connects to sandjoil separator (Supplied by Stan) Separator connects to sever. Separator located Wide. contractor builds pit for separator, * SO ft. candles Sp sodium lighting in prat +' crane supplied /installed by Stan ® ]pock leveler at mouth dock - cuts into grade beam • Paiut interior wbite - Giight) same color as vinyl taciiat nn insulation • Evaaporatiwie coaling in plaint 3. 1111rur e parking 20 cars (30 iotail ) * Fenced area gravel surface for storage between truck drivaai an east Aide • Benoing by Staff • Truck turn around on site not reguirad + Truck parking on street, east, of building ■ Truck back into docks from street 428 We81 101h sireel 1P PU961C. Cvlotndo $1003 ■ T61hphono (719) 663.7500 * FILK (710) $45+2910 EXHIBIT "A" — B , Dok _ 7 d- -- A parcel of land located within the County of Pueblo, State of Colorado to -wit: A parcel of land located within a portion of the w 1/2 of the SW 114 of Section 30, Township 20 South, Range 63 k7est of the Sixth Principal ,Meridian, being more particularly described as follows: BEGINNING at a point on the apparent southerly right -of -way line of Excellence Avenue from which the W 114 corner of said Section 30 bears N 56 -13 -45 W (bearings based on the west line of the said SW 114 of Section 30 to bear N 00 -05 -41 W), a distance of 793.92 feet; thence N 88 -27 757 E, along said apparent southerly right of way line a distance of 389.21 feet to a point on the apparent'westerly right of way line of Reyes Street; thence S 01 -31 -52 E, along said apparent westerly right of way line a distance of 419.81 feet; thence S 88 -25 -20 W, a distance of 109.00 feet; thence S 01 -31 -52 E, a distance of 102.00 feet; thence S 88 -25 -20 W, a distance of 280.27 feet to a point on the apparent easterly right of way line of Keeler Parkway; thence N 01 -31 -26 W, along said apparent easterly right of way line a distance of 522.10 feet to the POINT OF BEGINNING. Said parcel contains 4 acres, more or less. EXHIBIT "A CERTIFICATE OF MANAGER I, Stan K. Jasinski, certify that I am the duly elected, qualified and acting Manager of JRC, Limited Liability Company, a Colorado Limited Liability Company, and that I am authorized to execute and deliver this Certificate, and I do further certify as follows: 1. Articles of Organization. The Articles of Organization of JRC, Limited Liability Company as attached as Exhibit "A" is a true and correct copy of the Articles of Organization filed with the Secretary of State of the State of Colorado on December 7, 1994. 2. Certificate of Organization. The Certificate of Organization for JRC, Limited Liability Company dated December 13, 1994 is a true and correct copy of the Certificate of Organization. 3. Resolutions. By action of the Manager of JRC, Limited Liability Company, the Resolutions set forth in Exhibit "C" attached to this Certificate were duly adopted Resolutions of the Limited Liability Company and remain in full force and effect. Dated and signed in Pueblo, Colorado this 27 0 day of December, 1994. JRC, Limited Liability Co any By Stan K. J inski, Manager STATE OF COLORADO ) SS. COUNTY OF PUEBLO ) C k" Subscribed and sworn to before me this D day of December, 1994. My Commission Expires: �'1N 1 ( q l ° Notary Public ARTICLES OF ORGANIZATION JRC, Limited Liability Company The undersigned, a natural person of at least 18 years of age, acting as organizer hereby forms a Limited Liability Company by virtue of the Colorado Limited Liability Company Act and adopts the following Articles of Organization for such Limited Liability Company. ARTICLE 1: NAME. The name of the Limited Liability Company is JRC, Limited Liability Company. ARTICLE 2: PRINCIPAL PLACE OF BUSINESS. The principal place of business of the Limited Liability Company is 1201 South Keeler Parkway, Pueblo, CO 81001. ARTICLE 3: REGISTERED AGENT. The registered agent of the Limited Liability Company in this State is Stephen J. Curcio. The business address of the registered agent is 24C N. Research Drive, Pueblo West, CO 81007. ARTICLE 4: MANAGEMENT. The management shall be vested in a Manager or Managers. ARTICLE 5: INITIAL MANAGER. The name and business address of the initial manager who is to serve as Manager until the first annual meeting of the members or until a successor is elected and qualified is as follows: Name: Stan K. Jasinski 239 Beard's Lane Woodstock, Ontario, Canada N4S 8A4 ARTICLE 6: DURATION. The Limited Liability Company shall dissolve and terminate on December 31, 2034. ARTICLE 7. PURPOSES. The purposes for which this Limited Liability Company is formed is for any legal and lawful purpose pursuant to the Colorado Limited Liability Company Act. ARTICLE 8: ORGANIZER. The name and address of the organizer is Stan K. Jasinski, 239 Beard's Lane, Woodstock, Ontario, Canada N4S 8A4. S >� Dated at Woodstock, Ontario, Canada this I ' day of December, 1994. ORGANIZER: W Stan K. asinski EXHIBIT "A" i A parcel of land located within the County of Pueblo, State of Colorado to -wit: A parcel of land located within a portion of thu W .7,2 of the STV 114 of Section 30, Township 20 South, Range 63 * Ivest of the Sixth Principal Meridian, being more particularly described as follows: BEGINNING at a point on the apparent southerly rigl,L -of -way line of Excellence Avenue from which the W 114 corner of said Section 30 bears N 56 -13 -45 W (bearings based on the west line of the said SW 114 of Section 30 to bear N 00 -05 -41 W), a distance of 793.92 feet; thence N 88 -27 757 E, along said apparent southerly right of way line a distance of 389.21 feet to a point on the apparent westerly r ight of way line of Reyes Street; thence S 01 -31 -52 E, along said apparent westerly right of way line a distance of 419.81 feet; thence S 88 -25 -20 W, a distance of 109.00 feet; thence S 01 -31 -52 E, a distance of 102.00 feet; thence S 88 -25 -20 W, a distance of 280.27 feet to a point on the apparent easterly right of way line of Keeler Parkway; thence N 01 -31 -26 W, along said apparent easterly right of way line a distance of 522.10 feet to the POINT OF BEGINNING. Said parcel contains 4,.4.„ acres, more or less. EXHIBIT "A " D E O DED - City of Pueblo OFFICE OF THE CITY ATTORNEY January 3, 1995 127 Thatcher Building PUEBLO, COLORADO 81003 Ms. Marian Mead, City Clerk I City Hall Place Pueblo, CO 81003 Re: JRC, Limited Liability Company - Hyd -Mech Pueblo, Inc. Dear Marian: Enclosed please find the following: a) Executed Warranty Deed from Pueblo to JRC, Limited Liability Company to be recorded (please record first) b) Deed of Trust executed by JRC, Limited Liability Company to be recorded (please record second) c) Executed Agreement dated December 12, 1994 between the City, JRC, Limited Liability Company and Hyd -Mech Pueblo, Inc. d) Certificate of Manager of JRC, Limited Liability Company e) Certificate of Secretary of Hyd -Mech Pueblo, Inc. After recording please mail the original Warranty Deed to Tuck Young, Attorney at Law, 801 W. 8th Street, Suite 420, Pueblo, CO 81003, with a copy to me. Please retain the original Deed of Trust and all other documents in your official file regarding this matter. If you have any questions, please contact me. Very truly yours, Thomas E. Jagger sm enc. cc: Tuck Young (letter only) w11wil Pate: ?1/05/1995 Time: 1256 Book: 2778 Page: 212 Chris no Ins WD Aec Fee: 30. D FeP ;).fii= Pace: i r. t i'�1?bl WARRANTY DEED THIS DEED, made this :z d day of R "(! e� 199 by and between Pueblo, a Municipal Corporation (herein "City ") and JRC, Limited Liability Company, a Colorado Limited Liability Company (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 easements, rights of way, restrictions and reservations 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 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. Book: 2778 Page: 213 Chris C. Paqe: 2 of 6 Pueblo Co.C1k. &Bec, 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 4,684 feet above the mean sea level. 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. In the event this covenant is breached, City reserves the right to enter upon the Property at the expense of the Company to remove the offending stricture or object and to cut the offending growth. 4. The Property and its use are further subject to the following Restrictive Covenants: (a) The Property may be used only for industrial and manufacturing facilities and incidental 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 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. (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 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 (65) feet of the right of way line of Keeler Parkway or twenty -five (25) feet of the right of way line of any other abutting streets. There must be installed and maintained a minimum thirty -five (35) foot strip of living landscaped ground along and adjacent to Keeler Parkway and twenty -five (25) feet adjacent to other abutting streets. Minimum side yards set -backs shall be twenty -five (25) feet. (e) Company shall 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. dA Book: 2773 Page: 214 Chris C. Munoz Page: 3 of 6 Pueblo Co.Clk. &Rec. (f) Company shall comply with notifications and review requirements of the Federal Aviation Administration prior to the construction, modification or alteration of any building or structure on the Property. (g) Company shall, at its own expense, cause all utilities and roads used or to be used on the Property to be extended from adjacent streets, installed on the Property, and kept and maintained in good order and condition. (h) Company shall pay to City a combined service fee for services and facilities now furnished by City at the Pueblo Memorial Airport, namely: public street maintenance, fire protection, and street lighting based upon $295.00 per acre per annum payable monthly for each acre of land conveyed to Company hereunder. City may, from time to time, 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 (1) 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. Domestic waste water discharged from the Property is transported to and treated at City's waste water treatment facilities, Company and the waste water so transported and treated are subject to the same restrictions, limitations, conditions, fees, and charges as other users of City's sanitary sewer system and facilities. Company shall only discharge domestic waste water into the City's sanitary sewer system. (1) 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 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. 0) Before commencing the construction, installation or alteration of any building, stricture, 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. Company shall use its best efforts to assure that all buildings constructed on the Property will be architecturally and aesthetically compatible with buildings constructed at the Pueblo Memorial Airport industrial park since 1985. 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. -3- Book: 2778 Page: 215 Chris C. Hunoz Page: 4 of 6 Pueblo Co.Clk.�ke (k) City reserves the right to waive all or any part of these Restrictive Covenants. 5. 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. 6. 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. 7. 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. [SEAL] ATTEST: Manage�r c . if -1 UA T. Coy C16Fk COUNTY OF PUEBLO ) ) ss. STATE OF COLORADO ) JRC, LIMITED LIABILITY COMPANY By � Manager PUEBLO, A MUNICIPAL CORPORATION P of the Crty Council ti The foregoing instrument was acknowledged before me this day of 19by aH as Managers of JRC, Limited Liability Company, a Colorado Limited Liability Company. -4- Book: 2778 Page: 216 Chris C. Hunoz Page: 5 0; 6 Pueblo Co.Clk. &Aec. mess my hand and official seal. Q� c fy'Gommission expires: w (t Notary Public 1 i COUNTY OF PUEBLO ) ) ss. STATE OF COLORADO ) Th oregoi trument was acknowledged before me thisa day of 4 by as President of the City Council of Pueblo, Colorado and � as City Clerk of the City of Pueblo, Colorado. Witness my hand and official seal. commission expires. 4� , r -5- 1 ..iI— - Book: 2778 Page: 217 Chris C. llf:;rioz Page: 6 of 6 Pueblo Co.Clk.&Rec. A parcel of land located within the County of Pueblo, State of Colorado to -wit: A parcel of land _located within a portion of the W 1;2 of the OTV 114 of Section 30, Township 20 South, Range 63 k of the Sixth Principal Meridian, being more particularly described as follows: BEGINNING at a point on the apparent southerly right -of -way line of Excellence, Avenue from which the W 114 corner of said Section 30 bears N 56 -13 -45 W (bearings based on the west line of the said SW 1/4 of Section 30 to bear N 00 -05 -41 i a distance of 793.92 feet; thence N 88 -27 -57 E, along said apparent southerly right of way line a distance of 389.21 feet to a point on the right of way line of Reyes Street; thence S 01 -31 -52 E, along said apparent westerly right of way line a distance of 419.81 feet; thence S 88 -25 -20 W, a distance of 109.00 feet; thence S 01 -31 -52 E, a distance of 102.00 feet; thence S 88 -25 -20 W, a distance of 280.27 feet to a point on the apparent easterly right of way line of Keeler Parkway; thence N 01 -31 -26 W, along said apparent easterly right of way line a distance of 522.10 feet to the POINT OF BEGINNING. Said parcel contains 4,. more or less. EXHIBIT "I," 2= „1 "t1r,1 tt: 1Q1,I;19 Date: 01 /05/1995 Time: 1258 Book: 2778 Page: 218 Chris (7. Ph -moz t.: T1 R!1 Fee: 10.00 Doc Fee: 0.00 Page: 1 of 2 Pueblo Co.Clk.&Rec. Y lu I 'rin*S1) E Eu1)1 ;1,MadeIh1 , )0' d., y ,l r December 1994 Kl•l•tl JRC, Limited Liability Company, a Colorado Limited Liability Company ur, ,:1:1 lrtrrl I „ I,•II, •.,i,,.,. a,I,It,•,,I 1201 Keeler Parkway, Pueblo, CO 81001 (,r„ {Itv„! Pueblo a:rdstat.•�rt „I „tad,., l,r 1'I - L'1 1 1'I;I <I P:E , t L,• ', rrr (lty and (' --t•: u, tch” it the pro pe rtp d—c''I 'd I„ I,•,. w "t"at'-d nr If., L. ayln ant an-�1 e 1 B ?rtErmance y , 1'Ullll.er„tj I I , �I , 'lx/ *�'aylxll{QQ � l "t lVu•lut Ifln,'I;:, Six hundred forty thousand and no /100 (640,000.00) II... ... .1, l ,rt Pueblo, a Municipal Corporation ;,dd- 1 City Hall Place, Pueblo, Colorado 81003 ,.I, r „ 11' lir„rrl tr,Ir'I „ri.,I,tJ.,vr „I ut lh,•ra �i.}C'I}f•X �C�SkG?�}GX,X34 X specified in the promissory note, payable in accordance with provisions of the promissory note ,,...- ! . rr,r. , I, lit . a,,I I•,Ihlu '11 II,, lulluw ull; deticnbed p- l-rty. . it u:.t” II the I r.... Pueblo {:,tt•„ir „1„t,ld,,,xxxtx described in Exhibit "A” attached hereto and incorporated herein as if set out in full * For purposes of this Deed of Trust the term "note” or "promissory note" shall mean the Agreement dated December 12, 1994 between Pueblo, a Municipal Corporation and Hyd -Mech Pueblo, Inc., a Colorado Corporation and JRC, Limited Liability Company, a Colorado Limited Liability Company (herein the "Agreement "). This Deed of Trust is given to secure the performance and payment under the Agreement by Hyd -Mech Pueblo, Inc. and JRC, Limited Liability Company. rll.lr,l,rt 1201 Keeler Parkway, Pueblo, CO 81001 rr,l lAF. ,�. , ln „rrl lr rl ,u. - ., r,ll Lp . r,� IL.Ir. ,I,. of d„ :1• _ 1 . k .. ... . I I .1 I, III{ , I, II, ,r ul Jr J.ul„ i, .. • .. ,I.. t, •� ,I, t, 1 V . 'd Ir .1n ".1 .. ..1 .. . rr - r, r. .,r l' 111, . I,. ll•,. 'r {,uI. ,I 1, 11 ...I .I, None „x in reasonable amount. uf,.'r, ✓r�[:'•u J, "d ul l . [L. Ilr to :,, Vrr, p r nCr �Lr.t ,I'. I I. 1 1 t *tt„ 1. ,ILt J. b, ,Ja�. o- h. � � �,I� I, Holt ..,1,r L, elr� .. ,.J „I`tu a utL r .n,Vlu ' I,.• aaf, ,d ,I .�. I Iri 11 .. .r I ,. ., A •I'I,.er —h .... ...,, tl, 1 u'rl Ir, . It I., r. �ia 1 I I r7il , tl. �r t ,•hr t I t t.a .� I ,� !t'. { , .rl ,I ,I, lo-,r It .tuttJ, r,�- of :I,..�,tn,, ,llu.ro- ,,,. r t..Ir. I. ,... ,.•I .1 ", II ..�I ,.1 1 I.1'. ,. v tl:.I (,•r I„In .0 1 I n, n. JRC Limited Liability Company, a Colorado Limited Liability Company - Manage - — Pueblo rk 17eceMbcri 94. f 1`, n,' as Manager of JtG; Limited Liability Company, a Colorado Limited Liability Company \.•. 921AI I ,. ',1 -m ul IN,'.I f4 — ...•rlfbnn— CERTIFICATE OF SECRETARY I, Ruth Jasinski, certify that I am duly elected, qualified and acting Secretary of Hyd - Mech Pueblo Inc., a Corporation organized under the laws of the State of Colorado (the "Corporation ") and that I am authorized to execute and deliver this Certificate, and I do further certify as follows: 1. Articles of Incorporation. The Articles of Incorporation of Hyd -Mech Pueblo Inc. attached to this Certificate as Exhibit "A" is a true and correct copy of the Articles of Incorporation of the Corporation which were filed with the Secretary of State on November 3, 1994. 2. Certificate of Incorporation. The Certificate of Incorporation for Hyd -Mech Pueblo Inc. attached to this Certificate as Exhibit "B" dated November 3, 1994 is a true and correct copy of the Certificate of Incorporation for Hyd -Mech Pueblo Inc. 3. Resolutions. By motion made, seconded and carried unanimously on December 16, 1994, the Directors of the Corporation duly adopted the Resolutions attached and set forth in Exhibit "C ", which Resolutions remain in full force and effect. Dated and signed in Pueblo, Colorado this 3 D day of December, 1994. HYD -MECH PUEBLO INC. B /)' a a -) 1 -4V4 1 Ruth Ja mski - Secretary STATE OF COLORADO ) SS. COUNTY OF PUEBLO ) Subscribed and sworn to before me this day of December, 1994. My Commission Expires: Notary Public ARTICLES OF INCORPORA"PION The undersigned, a person of the age of 18 years or more, acting as,.J,11corp4rat0f.1 establishes a corporation pursuant to the Colorado I3usincss Corporation Act. d'+ FIRST: NAME. The name of the Corporation is 113 -Mech Pucblo 11 SECOND: DURATION. The period of duration of the Corporation shall be perpetual. THIRD: PURPOSE AND POWl , ,RS. 'fhc purpose for which the Corporation is organized is the transaction of any lawful business for which corporations may be incorporated pursuant to the Colorado Business Corporation Act. 'i'iic Corporation shall have all rights, privileges and powers now or in the future conl'crrccl upon corporations by the laws of ttic Statc of Colorado. The Corporation shall have and play exercise all po\vcrs necessary or convenient to effect any of the purposes for which tic Corporation was organi/.cd. FOURTH: CAPITAL STRUCTURE. 'rilc total number shares of - capital stock which the Corporation has authority to issue is 101,000 shares of conlmon stock divided into 1,000 shares of Class A common voting stock with a par value of $1.00 per share, and 100,000 shares of Class B common stock without voting power and a par value of $10.00 per share. With respect to voting powers, except as ottierwisc rcquircd by the Colorado Btisir►ess Corporation Act, the holders of Class A common stock shall possess all voting powers for all purposes, including by way of illustration and not limitation, the election of Dircctors, and the holders of Class B common stock shall have no voting, power whatsoever. The holders of Class B common stock shall not vote oil or otlici' wise participate in any proceedings in which actions shall be taken by the Corporation or the shareholders. l lic holders of Class 13 common stock shall not be entitled to notification as to any meeting of the Board of Directors or the shareholders. FIFTH: VO'T'ING. Shareholders shall not be entitled to use cumulative voting in the election of Directors. SIXTH: PREEMPTIVE RIGHTS. The shareholders of the Corporation shall have no preemptive right to acquire additional authorized but unissued shares or treasury shares of the corporation. SEVENTH: RESTRICTION ON TRANSFER OF SHARES. The Board of Directors may adopt provisions in the By -Laws which impose reasonable restrictions on the transfer of shares. EIGHTH: INDEMNIFICATION OF DIRECTORS. The Corporation shall indemnify its Directors to the full extent permitted by Colorado law. NINTH: LIMITATION OF DIREC "1'0WS LiA1311,11N. The personal liability of a Director to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a Director is limited to the full extent provided by Colorado law. EXHIBIT "A" TENTH: REGISTERED AGENT AND OFFICE. The name of the initial registered agent is Stephen J. Curcio, and the initial registered oflicc ol' the Corporation is 24C N. Research Drive, Pueblo West, Colorado 81007. ELEVENTH: BUSINESS ADDRESS. The address of the place of business of the Corporation is 1201 South Keeler Parkway, Pucblo, Colorado 81001. TWELFTH: DIRECTORS. The number ol' Directors of the Corporation is three (3), which number may be increased or decreased by the 13y -Laws of the Corporation. The names and addresses of the persons who shall serve as the Directors until the first Annual Mcetmg of the shareholders or until their successors are elected and shall qualify arc: Stan K. Jasinski 239 Beard's Lane Woodstock, Ontario, Canada N4S 8A4 Ruth Jasinski 239 Beard's Lane Woodstock, Ontario, Canada N4S 8A4 Stephen J. Curcio 24C N. Research Drive Pueblo West, CO 81007 THIRTEENTH: INCORPORATOR. ']"lie name and address of the incorporator is Stephen J. Curcio, 24C N. Research Drive, Pueblo West, CO 81007. Dated at Pueblo, Colorado this 2nd day ol' November, 1994. INCORPORATOR: Stc lien .1. Curcio CONSENT OF REGISTERED AGENT I hereby consent to my appointment as the initial lZcgislcrcd Agent of the Corporation in the foregoing Articles of Incorporation. r . tephen J. Curcio, Registered Agent STATE OF COLORADO ) SS. COUNTY OF PUEBLO ) The foregoing Articles of Incorporation were signed and sworn to before me by Stephen .1. Curcio as Incorporator and by Stephen .t. Curcio as the initial lZcgistered Agent on this 2nd day of November, 1994. Cbgivrnission Expires: 4/6/97 Notary Public Address: 201 West 8th Street, Suite 420 Pueblo, CO 81003 3 STATE � OF•COlO\ \T R 7 """T -..' DEPARTMENT OF STATE I CERTIFICATE I, NATALIE MEYER, Secretary of State of the State of Colorado hereby certify that According to the records of this office HYD -MECH PUEBLO INC. (COLORADO CORPORATION) file # 941123663 was filed in this office on NOVEMBER 03, 1994, and has complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. Dated: NOVEMBER 3, 1994 ■ EXHIBIT "B" `"1� CERTIFICATE � G 'ALIS MSYSR, Secretary of State of the State of ..�,y� +�.... ..��eby certSfy that According to the records of this office JRC, LIMITED LIABILITY COMPANY (COLORADO LIMITED LIABILITY COMPANY) file # 941135667 was filed in this office on DZCZMBSK 07, 1994, and has Complied with the applicable provisions of the laws of the State of Colorado and on this date is in good standing and authorized and competent to transact business or to conduct its affairs within this state. 1CMdBKR 13, 1994 SECRETARY OF STA ■ EXHIBIT "B" DEPARTMENT OF STATE RESOLUTIONS After discussion and on motion made, seconded and carried unanimously, it was RESOLVED that the Agreement between the City of Pueblo, the Corporation and JRC, Limited Liability Company dated December 12, 1994 is approved and the Officers of the Corporation are authorized and directed to execute the Agreement for the Corporation in conformity with the Agreement dated December 12, 1994, a signed copy of which shall be filed with these Minutes. FURTHER RESOLVED that the Officers of the Corporation are authorized and directed to execute for the Corporation all documents required to complete the transactions and requirements in conformity with the Agreement. EXHIBIT "C" RESOLUTIONS Agreement with the City of Pueblo WHEREAS, the Limited Liability Company is formed for the purpose of entering into an Agreement with the City of Pueblo, Colorado for the acquisition of property and the financing of the acquisition of that property; and WHEREAS, the City has expressed a willingness to enter into the Agreement with JRC, Limited Liability Company and Hyd -Mech Pueblo Inc. on the terms set forth in the Agreement; and WHEREAS, the Manager believes that it is in the best interest of the Limited Liability Company to enter into this Agreement with the City of Pueblo. THEREFORE, IT IS RESOLVED: That the Agreement between the City of Pueblo, Hyd -Mech Pueblo Inc. and JRC, Limited Liability Company is approved and Stan K. Jasinski, as Manager, is authorized and directed to execute the Agreement for the Limited Liability Company. FURTHER RESOLVED: That the Manager of the Limited Liability Company, Stan K. Jasinski, is authorized and directed to execute for the Limited Liability Company all documents required to complete the transactions and requirements in conformity with the Agreement, including but not limited to the execution of a Deed of Trust for the use of the City of Pueblo, Colorado. EXHIBIT "C"