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
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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
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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
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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
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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.
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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"