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RESOLUTION NO. 7 5 6 0 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND ATLAS PACIFIC ENGINEERING COMPANY RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND AUTHORIZING THE EXPENDITURE OF $500,000 THEREFOR FROM THE 1992 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECT FUND AND THE TRANSFER OF APPROXIMATELY 8.86 ACRES OF LAND WHEREAS, Atlas Pacific Engineering Company has expressed a willingness to expand its business activities within the Pueblo Memorial Airport Industrial Park and has committed to employ an additional fifty (50) full time employees at its facilities within Pueblo Memorial Airport Industrial Park, and WHEREAS, Atlas Pacific Engineering 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 Atlas Pacific Engineering 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 February 13, 1995 and attached Warranty Deed between Pueblo, a municipal corporation and Atlas Pacific Engineering Company, 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 $500,000 are hereby authorized to be expended and made available to Atlas Pacific Engineering 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 Atlas Pacific Engineering 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(c) of the Agreement. SECTION 4 This Resolution shall become effective upon final passage. INTRODUCED: February 13, 1995 CHARLES JONES Councilperson APPROVED: Of President of the City Council J:\ CITWilRPORT \ATLASPAC\RESOLUTI.WPD -2 March 1, 1995 Mr. Thomas E. Jagger 127 Thatcher Bldg. Pueblo, CO 81003 Dear Tom: # 1 ATLAS AVENUE PUEBLO, COLORADO 81001 -4816 TELEX: 336468- ATLASCO FAX: 1719) 948 -3058 P. O. BOX 500 PUEBLO, COLORADO 81002 -0500 TELEPHONE (719) 948-3040 Please find attached an executed copy of the Agreement by and between Atlas Pacific Engineering Company ( "Atlas ") and the City of Pueblo ( the "Agreement ") . In accordance with Section 3(a) (i) of the Agreement, I have also attached all executed construction contracts to date and a certified copy of the Resolution of the Board of Directors of Atlas approving this Agreement and authorizing its officers to execute and deliver this Agreement in the name of Atlas. In addition, by copy of this letter to the Director of Finance of the City of Pueblo, in accordance with Section 3(c) of the Agreement, Atlas hereby requests, as against the City Funds, payments in the amount of $118,727.00 representing two invoices in the amounts of $95,477.00 and $23,250.00 (copies attached) that have either been paid or will be paid by Atlas in due course. Further, in accordance with Section 3(c) of the Agreement, I hereby certify that the amounts included in this request for reimbursement have not been included in any prior request for payment and that this request represents the actual cost of improvements in accordance with the Plans and Specifications of the Improvements. r ely, d A. Boerner Vice President & Treasurer RAB /als Attachment cc: Bill G. Martin Director of Finance City of Pueblo MAR 1 1995 Rebecca Anderson Fisher Sherman & Howard 1� r. . .. t AGREEMENT THIS AGREEMENT entered into as of February 13, 1995 between Pueblo, a municipal corporation (the "City ") and Atlas Pacific Engineering Company, a Delaware Corporation (the "Company "). WHEREAS, Company has expressed a willingness to expand its business at 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 existing building now located on the Property. "Company's Contribution" means the $750,000 Company shall spend to expand its business on the Property. "Current Employment" means one hundred fifty -one (15 1) Full -Time Employees. "Full -Time Employee" means a person 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 25,000 square foot addition to the Building to be constructed in accordance with the Plans and Specifications. "Monthly Employees" means the sum of the number of Full -Time Employees on each business day of a calendar month divided by the sum of the business days in such month. "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 Exhibit "A" attached hereto. 2. Company shall, in an expeditious manner (i) spend Company's Contribution in furtherance of Company's expansion of its business on the Property, (ii) complete the Improvements, and (iii) cause the issuance of a certificate of occupancy for the Improvements. 3. City will make available to Company funds in the amount of $500,000 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: (i) Executed construction contract for the construction of the Improvements, (ii) Certified copy of the resolution of the board of directors 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 within two (2) years after the issuance of a certificate of occupancy for the Building and Improvements (the "Two Year Period "), Company will employ at the Property fifty (50) Full -Time Employees in addition to Company's Current Employment (the "Employment Commitment "). Within thirty (30) days after the issuance of the certificate of occupancy for the Improvements, Company shall give written notice thereof to City. 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 City Funds advanced by City under paragraph 3 hereof based upon the number of Full -Time Employees employed by Company at the Property computed as follows: Current Employment plus fifty (50) minus the Monthly Employees for the first full calendar month after the Two Year Period multiplied by $10,000.00 (the "Repayment Obligation "). (a) Company's Repayment Obligation, if any, shall be paid to the City without notice, demand, deduction or setoff on or before ninety (90) days after the Two Year Period at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003. All past due Company's Repayment Obligation shall bear interest at the rate of ten (10) percent per annum until paid. (b) Within ninety (90) days after the Two Year Period, Company will submit to City's Director of Finance Company's statement showing the Monthly Employees for the first full -2- 1 ' calendar month after the Two Year Period and the basis upon which the Monthly Employees and Company's Repayment Obligation were computed certified by an officer of the Company to be true and correct. For purposes of verifying such employment, Company at its expense upon the request of City shall cause an independent audit to be conducted by Company's auditors and delivered to City. 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 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. 6. If Closing does not occur on or before May 1, 1995, this Agreement shall terminate and City and Company shall be released and discharged from all obligations hereunder. 7. Within twenty (20) days after completion of all steps required by the City and by Pueblo County to finally subdivide and plat for record the Pueblo Municipal Airport Industrial Park Subdivision, City will convey title to Lots 26, 27 and 28, Pueblo Municipal Airport Industrial Park Subdivision approved by Ordinance No. 5791 adopted by the City Council of Pueblo on April 12, 1993, (the "Land ") subject to and contingent upon the following which shall survive the delivery of the deed of conveyance: (a) Approval of the Federal Aviation Administration (the "FAA ") and its issuance of all necessary deeds of release for the Land. City will file all required applications and documents for the FAA's approval and deed of release and will diligently pursue their issuance. (b) Burdens incident to the Land's inclusion within any governmental entity. (c) The Land will be conveyed and transferred by City and accepted by Company "AS IS" and "WHERE IS." Company acknowledges and agrees City has not and does not make any representations or warranty as to the quantity, quality or condition of the Land, either environmental or otherwise. (d) Company paying all costs of closing including title insurance fees and charges. (e) Company maintaining in clean and orderly condition the existing landscaping installed on the Land by the City. (f) Conveyance of title will be by warranty deed substantially in the form and content as the Warranty Deed attached hereto. 8. 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. 511 9. 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. 10. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 11. 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, 1 City Hall Place, Pueblo, Colorado, 81003, or (b) if to the Company, P. O. Box 500, Pueblo, Colorado, 81002; or to such other address as either party shall specify in written notice given to the other party. 12. 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. 13. 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. 14. 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. Executed at Pueblo, Colorado, the day and year first above written. [SEAL] PUEBLO, a municipal corporation ATTEST: z a B (�/ City Clerk President of the City Council [ LI ATTES - �w By *t�W Asst. Secretary ATLAS PACIFIC ENGINEERING CO1V V/ANY, a Delanare coQoratioi Vice'President 7:\ CITY WRPORT\ATLASPACIAGREEMNI'.WPD -4 A parcel of land located within the County of Pueblo, State of Culoradu, to -wit: A parcel of land being a portion of the NW; of the SWI of Section 30, Township 20 Suuth, Range 63 West and a �.urtion of the NCj of the SLI of Section 25, Township 2U South, Range 64 West of the Sixth Principal MVridi,;n, being more particularly described as follows; Beginning at a point on the westerly right -of -way line of Keeler Parkway. frum which the NW curner of said Section 30 bears N 07 27' 12" W (Uearings based on the north line.of said Section 30 to bear 11 B9' 59' .21" E. with all bearings contained herein being relative theretu), a distance of 2713.62 feet; thence S O1 31' 26" L. along the said westerly right -of -way line, a distance of 400.27 feet; thence S 88 2 7 ' 57" W, a distance of 895.66 feet; thence N 01 31' 26" W. a diSt3tlLe of 400.19 feet; thence N 88 27' 39" C, a distance of 095.66 feet to the Point of Beginning, said parcel contains 8.23 acres. EXHIBIT A „ • • AV WARRANTY DEED THIS DEED, made this day of , 199_ by and between Pueblo, a Municipal Corporation (herein "City ") and Atlas Pacific Engineering Company, a Delaware corporation (herein "Company "), WiTNESSETFI: 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 easements for existing utilities, sanitary sewer, water, irrigation and natural gas lines on, over or under the Property and to the following covenants, conditions, and restrictions which are and shall be construed to be covenants running with the land described herein and binding upon the Company, its successors and assigns and inuring to the benefit of 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 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. 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 4,644 feet above the mean sea level. 3. Company expressly agrees for itself, its successors and assigns, that it will prevent any use of the Property which would interfere with landing or taking off of aircraft at the Pueblo Memorial Airport, or otherwise constitute an airport hazard. 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 structure 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, other than fruits and vegetables used in the manufacturing and testing of equipment, 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 seventy- five (75) feet of the right of way line of Keeler Parkway or United Avenue, or twenty -rive (25) feet of the right of way line of any other abutting streets. There must be installed and maintained a minimum thirty -live (35) foot strip of living landscaped ground along and adjacent to Keeler Parkway and United Avenue, and twenty -five (25) feet adjacent to other abutting streets. Minimum side yards set - backs shall be twenty -five (25) feet. Vehicular access to and from the Property and United Avenue and Keeler Parkway is prohibited. (e) Company shall keep and maintain the Property and all buildings , landscaping and improvements located thereon in a ,mood, 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. -2- wr 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 4,644 feet above the mean sea level. 3. Company expressly agrees for itself, its successors and assigns, that it will prevent any use of the Property which would interfere with landing or taking off of aircraft at the Pueblo Memorial Airport, or otherwise constitute an airport hazard. 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 structure 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, other than fruits and vegetables used in the manufacturing and testing of equipment, 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 seventy- five (75) feet of the right of way line of Keeler Parkway or United Avenue, or twenty -rive (25) feet of the right of way line of any other abutting streets. There must be installed and maintained a minimum thirty -live (35) foot strip of living landscaped ground along and adjacent to Keeler Parkway and United Avenue, and twenty -five (25) feet adjacent to other abutting streets. Minimum side yards set - backs shall be twenty -five (25) feet. Vehicular access to and from the Property and United Avenue and Keeler Parkway is prohibited. (e) Company shall keep and maintain the Property and all buildings , landscaping and improvements located thereon in a ,mood, 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. -2- 4V (1) 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 oil 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 lee 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 in which case the combined service fee will be reasonably reduced as appropriate to reflect the reduced level of services, and may otherwise modify, increase, or decrease the annual combined service fee provided (i) such services and flee 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. 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. (i) 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- yca1 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. (j) Before commencing the construction, installation or alteration of any buildinyu, structure, parking facility, outdoor sign, or other permanent improvement, or landscaping on the Property, the Company shall submit to and have approved by the City in writing the site plans and plans and specifications therefor. City's approval will not be unreasonably withheld. In the event the City or its designated representatives shall fail to approve or disapprove such plans and specifications within twenty -five (25) working days after they have been submitted to the City, such approval will not be required and this covenant will be deemed to have been complied with. Company shall use commercially reasonably 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 1955. All buildings, improvements and activities on the Property shall be constructed and conducted in compliance with all applicable federal, state and -3- ME LM local law, regulations, and codes. L. (k) City reserves the right to waive all or any part of these Restrictive Covenants. 5. This Warranty Deed and conveyance of the Property to Company are made upon the express condition that Company will construct on the Property an approximately 50,000 square foot manufacturing facility (the "Facility ") within seven (7) years after the date of this Warranty Deed. if Company does not construct the Facility on the Property within seven (7) years after the date of this Warranty Deed. City will have the right of re -entry for nonperformance of the condition and will be entitled to a reconveyance of the Property and delivery of exclusive possession thereto. In that event, Company's reconveyance and delivery of exclusive possession to City of the Property will be conveyed by Special Warranty Deed and will be free and clear of all claims, liens and encumbrances which would be enforceable against the Property and which are attributable to the acts or omissions of Company or those claiming through Company. The seven (7) year period specified above may be extended by instrument duly executed and acknowledged by Company and City and recorded in the records of the Pueblo County Clerk and Recorder. 6. At the request of City, Company shall meet and in good faith confer with City concerning the annexation of the Property to the City when the Pueblo Memorial Airport, or any part thereof, including without limitation, the Property becomes eligible for annexation. 7. Invalidation of any one of the foregoing covenants, conditions, restrictions or reservations by judgment or court order or otherwise shall not affect any of the other of said covenants, reservations, restrictions or conditions which shall remain in full force and effect. g. 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 ss reasonable attorney fees, resulting from any violation thereof or arising out of their enforcement. ATLAS PACIFIC ENGINEERING [ S E A L ] COMPANY ATTEST: By Secretary President [S L- A L] ATTEST: City Clerk COUNTY OF PUEBLO, A MUNICIPAL CORPORATION By President of the City Council ss. STATE OF ) The foregoing instrument was acknowledged before me this 19__ by as President and of Atlas Pacific Engineering Company, a Delaware corporation. Witness my hand and official seal. My commission expires: [SEAL] day of as Secretary Notary Public I 'l ) COUNTY OF PUEBLO STATE OF COLORADO ) ss. The foregoing instrument was acknowledged before me this day of 19_ by � as President of the City Council and as City Clerk of Pueblo, Colorado, a Municipal Corporation. Witness my hand and official seal. My commission expires: [SEAL] Notary Public " ti ATI,ASPA(^.NN'I)LET). WPD -5- 0 0 lululu ArculTECTS 1 John C. Hurtig James H. Gardner Norman E. Froelich John M. Barnosky November 17, 1994 David Litherland Vice President of Manufacturing Atlas Pacific #1 Atlas Avenue Pueblo, CO 81001 STATEMENT FOR ARCHITECTURAL SERVICES BILLING N0, 1 PROJECT: 25,000 SF Addition to Atlas Pacific FEE: 5% of Total Construction Costs (Est. $620,000) = $31,000 plus Printing Expenses not -to- exceed $1,250 FEES PER PROJECT PHASE: FEE SUBTOTAL $31,000.00 $23,250.00 Previouslv Paid $ 00 TOT DUE .. .......... $23,250.00 Ron C. Ireland, Architect HGF ARCHITECTS, INC. ^ 1 �1 2 429 West 10th Street Pueblo, Colorado 81003 Telephone (719) 543 -7600 Fax (719) 545 -2910 AMOUNT % COMPLETE EARNED / Schematic Design (20 %) $ 6,200.00 100% $ 6,200.00✓ Design Development (20 %) $ 6,200.00 100% $ 6,200.00 Construction Documents (35 %) $10,850.00 100% $10,850.00 Bidding & Negotiations ( 5 %) $ 1,550.00 .00 Contract Administration (20 %) $ 6.200.00 .00 SUBTOTAL $31,000.00 $23,250.00 Previouslv Paid $ 00 TOT DUE .. .......... $23,250.00 Ron C. Ireland, Architect HGF ARCHITECTS, INC. ^ 1 �1 2 429 West 10th Street Pueblo, Colorado 81003 Telephone (719) 543 -7600 Fax (719) 545 -2910 �s l: \ .J L o ` L v O � c r • N Z� U Z `? 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The 1987 Edition of AIA Document A201, General Conditions of the Contract for Construction, is adopted in this document by reference. Do not use with other general conditions unless this document is modified. This document has been approved 2nd endorsed by The Associated General Contractors of America. AGREEMENT made as of the 3\� ' day of December in the year of Nineteen Hundred and Ninety Four BETWEEN the Owner: Atlas Pacific (.Fame and address) #1 Atlas Avenue Pueblo, CO 81006 and the Contractor: Bassett Construction Company (Aame and address) 120 N. Dayton Pueblo, CO 81003 The Project is: ATLAS PACIFIC WAREHOUSE — ADDITION TO ASSEMBLY BUILDING (game and location) #1 Atlas Avenue Pueblo, CO 81001 The Architect is: Hurtig, Gardner, Froelich, Architects, Inc. (.Yame and address) 429 West 10th Street Pueblo, CO 81003 The Owner and agree as set forth below. Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1967, 1974, 1977 (D1987 by The American Institute of Archi- tcets, 1735 New York Avenue. N.W., Washington, D.C. 2oo06. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violrtes the cop_ yright laws of the United S1a1C5 and will be subicct to legal prosecution. - AtA DOCUMENT A101 • OA*,NER- CONTRACTOR AGREEMENT • Tu ELFTII EDITION • AIA• • Cc I)S7 THE A.MEKICAN INSTITUTE OF ARC) 1ITECTS, =1735 NEW YORK AVENUE, NW., uASHINGTOS, DC. 2(Kx)O A101 -1 987 I Y ARTICLE 1 THE CONTRACT DOCUMENTS The Contract Documents consist of this Agreement, Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement; these form the Contract, and are as fully a pan of the Contract as if attached to this Agreement or repeated herein. The Contract represents the entire and integrated agreement between the parries hereto and supersedes prior negotiations, representations or agreements, either written or oral. An enumeration of the Contract Documents, other than Modifications, appears in Article 9. ARTICLE 2 THE WORK OF THIS CONTRACT The Contractor shall execute the entire work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others, or as follows: ARTICLE 3 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION 3.1 The date of commencement is the date from which the Contract Time of Paragraph 3.2 is measured, and shall be the date of this Agreement, as first written above, unless a different date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner. (Insert the date of commencement, if it differs from the date of This Agreement or, if applicable, state that The date will be fixed in a notice to proceed.) Unless the dbte of commencement is established by a notice to proceed issued by the Owner, the Contractor sha11 notify the Owner in writing not less than five days before commencing the Work to permit the timely filing of mortgages, mechanic's liens and other security interests. 3.2 The Contractor shall achieve Substantial Completion of the entire work not later than (Insert the calendar date or number of calendar days after the date of commencement. Also insert any requirements for earlier Substantial Completion of cer- tain portions of the Work, if not stated elseu bore in the Contract Documents.) one hundred fifty consecutive calendar days. subject to adjustments of this Contract Time as provided in the Contract Documents. (Insert provisions, if any. for liquidated damages relating lofailure to complete on time.) AIA DOCUMENT A101 • OWNER CONTRACTOR AGREEMENT • TX ELFTH EDITION • AIAO C 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1 -35 NEW PORK A\'ENI'E, N u•.. WASHINGTON. D C. 2V," A101 -1987 2 ARTICLE 4 CONTRACT SUM 4.1 The Owner shall pay the Contractor in current funds for the Contractor's performance of the Contract the Contract Sum of Five hundred thirty one thousand four hundred fifty and no /100----- - - - - -- Dollars (: 531,450.00 ), subject to additions and deductions as pro%'ided in the Con - tract Documents. 4.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the Owner: (State the numbers or caber identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of ibis Agreement, anacb a scbedule of sucb other alternates sbou -ing the amount for eacb and the date until u•bicb lbal amount is valid.) Lump Sum Bid 4.3 Unit prices, if any, are as follows: N/A AIA DOCUMENT AIOt Ov. NLR CONTRACTOR AGREEMENT TV: ELFTH EDITION • AIAO • C 19h7 THE AMEkICAN INSTITUTE OF ARCHI7 ECTS, 1 NE W YOkK A\'ENt'E, N.W., U'ASti1NGTON, D.C. 2UC" ARTICLE 5 PROGRESS PAYMENTS 5.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. 5.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: 5.3 Provided an Application for Payment is received by the Architect not later than the fifth day of a month, the Owner shall make payment to the Contractor not later than the tenth day of the same month. if an Application for Payment is received by the Architect after the application date fixed above, payment shall be made by the Owner not later than f i f teen days after the Architect receives the Application for Payment. 5.4 Each Application for Payment shall be based upon the Schedule of Values submitted by the Contractor in accordance with the Contract Documents. The Schedule of Values shall allocate the entire Contract Sum among the various portions of the Work and be prepared in such form and supported by such data to substantiate its accuracy as the Architect may require. This Schedule, unless objected to by the Architect, shall be used as a basis for reviewing the Contractor's Applications for Payment. 5.5 Applications for Payment shall indicate the percentage of completion of each portion of the work as of the end of the period covered by the Application for Payment. 5.6 Subject to the provisions of the Contract Documents, the amount of each progress payment shall be computed as follows: 5.6.1 Take that portion of the Contract Sum properly allocable to completed Work as determined by multiplying the percentage completion of each portion of the work by the share of the total Contract Sum allocated to that portion of the work in the Schedule of Values, less retainage of ten percent ( 10 %). Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute may be included as provided in Subparagraph 7.3.7 of the General Conditions even though the Contract Sum has not yet been adjusted by Change Order; 5.6.2 Add that portion of the Contract Sum properly allocable to materials and equipment delivered and suitably stored at the site for subsequent incorporation in the completed construction (or, if approved in advance by the Owner, suitably stored off the site at a local ion :t"rCCd upon in writing), less retainage of ten percent ( 10 'SL), 5.6.3 Subtract the aWrcgate of previous payments made by the Owner; and 5.6.4 Subtract amounts, if any, for which the Architect has withheld or nullified a Certificate for Payment as provided in Para - graph of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstance: 5.7.1 Add, upon Substantial Completion of the work, a sum sufficient to increase the total payments to one hundred percent( 100 %)of the Contract Sum, less such amounts as the Architect shall determine for incomplete work and unsettled claims; and 10% retainage 5.7.2 Add, if final completion of the Work is thereafter materially delayed through no fault of the Contractor, any additional amounts payable in accordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows: (if it is inJrnded, prior to Subslanl +al Ci,ni/drlion (if the entire Work; to reduce or liinil Ibe rrlablage rt• sullinl; front ihe1K•rcvntages incerlyd in Subpara- 1,ropbs S G 1 and S (i ? aM„r, and lhrs is not ci),lained rbeu ht re in the C.ortirucl Uucunictils, insert bore provisions fur sucb reduction or lintilation.f AIA DOCUMENT AI DI • ( " ) "A P (.t AGIdt. ?;L-NT • Turl.rTll LIA - 1 ION • AIA • G190 T 11t. A+ u Itc,I f ill .I CI 17%5 NJ. % X10l ik AVLNVE ,NW., AS) i1NGI ON. D.C. A101 -1987 4 t "� i61 ■1 ®I�il I ARTICLE 6 FINAL PAYMENT Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when (1) the Contract h << been fully performed by the Contractor except for the Contractor's responsibility to correct nonconforming Work as provided in Subparagraph 12.2.2 of the General Conditions and to satisfy other requirements, if any, which necessarily survive final payment; and (2) a final Certificate for Payment has been issued by the Architect; such final payment shall be made by the Owner not more than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows: ARTICLE 7 MISCELLANEOUS PROVISIONS 7.1 Where reference is made in this Agreement to a provision of the General Conditions or another Contract Document, the ref- erence refers to that provision as amended or supplemented by other provisions of the Contract Documents. 7.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is located. ( /nsert rate of interest agreed upon, if an) ((!curt• laws and requirements under the Federal Truth in Lending Act, similar state and local cunsumer credil lau:c and ulber rtgulalions at the Ou7ter's and Contractor's principal places of business, 11.7c location of the Project and elseu•bere may affect 1/xv ealidilj• of ibis proeisiun, Legal adz ice should be ubtairu•d u•ilb respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) 7.3 Other provisions: ARTICLE 8 _ TERMINATION OR SUSPENSION 8.1 The Contract may be terminated by the Owner or the Contractor as provided in Article 14 of the General Conditions. 8.2 The Work may be suspended by the Owner as provided in Article 14 of the General Conditions. AIA DOCUMENT A101 • Oct NEWCONTkACTOk AGkELSIENT ? TU LLFTH EDITION • AIA& • C TILE A.%IIikICAN INSTII'LIE OFAkCNITECI - S, -1735 NE\%' )'OkK A\'ENL'E, N .\%'., \XASI11NGTON*. D C 2uuc06 A101 -1987_ 5 ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, arc enumerated as follows: 9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner and Contractor, AIA Document A101, 1987 Edition. 9.1.2 The General Conditions are the General Conditions of the Contract for Construction, AlA Document A201, 1987 Edition. 9.1.3 The Supplementary and other Conditions of the Contract are those contained in' the Project Manual dated November 1, 1994 , and arc as follows: Document - Title Pages Project Manual Atlas Pacific Addition 210 #1 Atlas Avenue Pueblo, CO 81001 9.1.4 The Specifications are those contained in the Project Manual dated as in Subparagraph 9.1.3, and are as follows: (F.ilber list the S)xvijicariurts &-re or r,fer to art exhibit alta,hed to Ibis AAmement Section Title Pages Bidding Requirements & Contract Documents 21 Division 1 General Requirements 12 Division 2 Sitework 23 Division 3 Concrete 13 Division 7 Moisture Protection 2 Division 8 Doors, Windows, and Glass 17 Division 9 Finishes 11 Division 11 Equipment 5 Division 13 Special Construction 9 Division 15 Mechanical 64 Division 16 Electrical 33 A101 -1987 6 AIA DOCUMENT A101 • Ou'NER CONTRACTOR AGRLEMENT • TAELFTH EDITJON • AIA • C 1 9h' THE AMERICAN INSTITUTE OF ARCHITECTS, 1795 NEW PORK AVENUE, N V('., %N ASHINGTON, D C 2W)6 9.1.5 The Drawings are as follows, and are dated November 1, 1994 unless a different date is shown below: (frrber list the Drawings bore or refer to an exbibit artncbed to Ibis Agreement) Number Title Date Al Site Plan /Details 11/1/94 A2 Floor Plan " A3 Elevations A4 Cross Section " A5 Door Schedule " S1 Foundation Plan " S2 Foundation Details M1 Mechanical " E1 Electrical 9.1.6 The Addenda, if any, are as follows: Number 1 2 3 Date November 18, 1994 November 22, 1994 November 22, 1994 Pages 1 Pg. + 3 Drawings 2 Pgs...+ 1 Attachment 1 Pg. Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements arc also enumerated. in this Article 9. - AIA DOCUMENT A101 • OU'NLR CONTRAC7OR AGREEAIENT • Tu' ELI 711 EDITION • AIA C19H7 THE AMEkICAN INSTITUTE OF ARCHITLCTS, PORK AVENt'E, N.\%'., )XASH1NGTON, DC. 2(XXOG A101 -1987 7 9.1.7 Othcr documcnLs, if any, forming pan of the Contract Documents are u follows: (List hrrr ans addi.'irnal d,,curnr ud arc intrridrd r0 f('m fwr; of the Contract Documents 7hr General 0—di1wrk% f rtridr that bidding reouiremrnts s: cb a3 ad,rrtisrmrnl or mritan;m to bid 11�11uCricros to Bidders, samp forms and the Contractor Did arr not )Karr of the Contract Documents unlri! cnumrru;rd in this rterevnwnl. 7tK)- Ox.add be hsird hr+r only if inu+ided to be dart of the Contract Documents ) This - Agreement is entered into 2s of the day and year first written above and is executed in at least three original copies of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the Contract, and the remainder to the Owner. OV�'NER Atlas Pacif' CONTRACTOR: Bassett Construction Company O ; x (Si n:aiure) � (Srgnatum), - ��u� -n Walter -L. Bassett �rct E President (Printed name and title) (Printed nano• and line) AIA DOCUMENT AIC'i • OV NER CONTRACTOR AGREEMENT • TWELFTH EDITION • AIA • Cc 19S7 THE AMERICAN INST:TCTE OF AFCHITECTS, 1795 NE\ PORK A%'ENL'E, N u'.,'WASHINGTON, D C. 2 trcK>6 A101 -1987 8 + RESOLUTIONS OF TIIE BOARD OF DIRECTORS OF ATLAS PACIFIC ENGINEERING COMPANY Expansion at Pueblo Municipal Airport Industrial Park February 28, 1995 The Delaware General Corporation Law states that, unless the certificate of incorporation or bylaws of a corporation organized under Delaware law provide otherwise, any action required or permitted to be taken at a meeting of the Board of Directors of the Corporation may be taken without a meeting if all members of the Bo4trd consent to the action in writing, and the writing is filed with the minutes of the proceedings of the Board. The members of the Board of Directors of Atlas Pacific Engineering Company, a Delaware corporation (the "Corporation "), by signing this document, take the actions described in the resolutions set forth below. RESOLVED: The Board of Directors authorize the Corporation to enter into an agreement with the City of Pueblo substantially in the form of the Agreement attached to these Resolutions as Schedule I (the "Agreement ") . RESOLVED FURTHER: The President or any Vice President of the Corporation, with or without the attestation of the Secretary or any Assistant Secretary of the Corporation, is authorized to execute the Agreement in the form attached to these Resolutions, and to take all other lawful actions deemed necessary or convenient to complete the transactions and carry out the purposes of the Corporation under the Agreement. RESOLVED FURTHER: All lawful actions taken to date by any officer of the Corporation on behalf of the Corporation and in furtherance of the actions authorized by these resolutions are approved and ratified. These resolutions may be executed in counterparts, all of which, taken togetlier, shall evidence the action of the Board of Directors of the Corporation. When signed by all the Directors of the Corporation, this consent shall be delivered to the Corporation's Secretary and certified by the Corporation Secretary as having been unanimously adopted by vote of the Board of Directors as of the 28th day of February 1995. SENT CY :GULFCO, LTD. 2-27 -95 ; 12 :01 L N.- Q .'s, A L L A J V A L V I V O V LN i By their signatures, the wader the above proceedings as of the date ] GUM, LTD. -, 719 048 I AVnd dire+ators evidenm theirjappravai ast ehove w i n n Flug I Jeremy 'lug Roee E. Roll - i Theodore A. Parker i Geoffrey T, Gordon � I Erik 1. Teranchi .I I I i i 9211;# 3l 3 r r� ©�i� jai LAu EIIG YUHLU TU 1JUJLy4'I105 r UUJ /U14 P.2i2 By heir signatures, the undersigned directors evidence their approval of the above proceedings as of the date last above written. Me g Jeremy Flug Rose E. Holt Theodore A. Parker Geoffrey T. Gordon Erik I. Te . R-99 °6 02 -28 -95 12:42PM P002 1$07 _2_ By their signatures, the undersigned directors evidence their approval of the above proceedings as of the date last above written. Martin Flug Jeremy Flug 65��t Rose E. Holl Theodore A. Parker Geoffrey T. Gordon Erik I. Teranchi r. ILa L T+tZ L, iV izD rAnh LK tUU?, U14 -2- By their signatures, the undersigned directors evidence their approval of the above proceedings as of the date last above written. Martin Flug Jeremy Flug Rose E. Holl Theodore A. Par Geoffrey T. Gordon Erik I. Teranchi _ — re AVI ... .: L.. r. L' YUUkU14 -2- By their signatures, the undersigned directors evidence their approval of the above proceedings as of the date last above written. Martin Flug Jeremy Flug Rose E. Holl Theodore A. Parker Q i Geoffrey T. Cordon Erik I. Teranchi 62- 2i -srFEB ; 27 '95 17.25 H • G PAARL 02211 jG9 KA, ifl1 P.1 -2- 1 By their signatures, the undersigned directors ovidexlee their approval of the above proceedings as of the date last above written. Martin Flog Jeremy Flug Rose E. Holl # Theodore A . Parker Geoffrey Gordon Erik eranehi R =94% 02211 682209 j i i i i 02 -27 -95 08:34AM P001 #48