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7706
RESOLUTION NO. 7706 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND AMERICAN STANDARD INC. RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT, APPROVING THE TRANSFER OF TEN ACRES OF LAND AND THE EXPENDITURE OF $1,600,000 THEREFOR FROM THE 1992 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECT FUND, AND AUTHORIZ- ING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE THE AGREEMENT AND WARRANTY DEED WHEREAS, Trane Company, a division of American Standard Inc. (herein "Trane Company ") has expressed a willingness to expand its business activities at the Pueblo Memorial Airport Industrial Park and has committed to employ an additional two hundred (200) full time employees, and WHEREAS, Trane Company through the Pueblo Economic Development Corporation has made application for funds from the 1992 Sales and Use 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 Trane 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 September 25, 1995 and Warranty Deed attached thereto between Pueblo, a municipal corporation and American Standard Inc., in substantially the form and content of the Agreement and Warranty Deed attached hereto, 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, with such changes thereto as the President of the City Council and City Attorney shall approve, 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 the amount of $1,600,000 are hereby authorized to be expended and made available to Trane 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 or for the benefit of Trane 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: September 25, 1995 ATTEST: -s. By John Califano Councilperson Vice President of the Council 1:\ CITY \.\IRPORMMERSTND\RESOL -2.WPD -2 AGREEMENT THIS AGREEMENT entered into as of September 25, 1995 between Pueblo, a municipal corporation (the "City ") and American Standard Inc., a Delaware Corporation (the "Company "). WHEREAS, Company has expressed a willingness to expand its business at Pueblo Memorial 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. As used in this Agreement, the following terms shall have the following meanings: "Base Employment" means eight hundred (800) employees. "Building" means the approximately 130,000 square foot manufacturing facility to be constructed by Company on Lots 19 and 20, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, Colorado. "Employment Commitment" means two hundred (200) Full -Time Employees in addition to the Base Employment. "Company's Contribution" means the approximately $26,000,000 Company will spend to expand its business at Pueblo Memorial Airport Industrial Park including the $1.6 million to be advanced by City under this Agreement to assist in the construction of the Building. "Company's Facilities" means Company's manufacturing facilities located at Pueblo Memorial Airport Industrial Park, including the Building. "Full -Time Employee" means a person who performs work at Company's Facilities for not less than thirty -two (32) hours per week whether employed by Company or by an outside independent contractor where the contractor is acting as an agency to provide Full -Time Employees for Company. "Full -Time Employee" does not include independent contractors nor employees of independent contractors except as described herein. 2. Company shall spend Company's Contribution in furtherance of Company's expansion of its business at Pueblo Memorial Airport Industrial Park in an expeditious manner. 3. City will make available to Company funds in the amount of $1,600,000 to assist in the construction of the Building (the "City Funds "). City Funds will be advanced to Company subject to and contingent upon: (a) Company filing in the office of the City Clerk copies of the following: (i) 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, (ii) a copy of the executed construction contract for the construction of the Building binding on Company, (iii) Certificate of Authority to conduct business in the State of Colorado issued by the Colorado Secretary of State, and (iv) evidence satisfactory to City that Company has spent or has lawfully committed to spend Company's Contribution. The date of such filings is herein referred to as "Closing." (b) All construction contracts for the Building for which payment is sought from City shall be awarded after competitive proposals which allows qualified local contractors to reasonably participate in the competitive proposal procedures. (c) Company filing with the Director of Finance of City written request for payment certified by an authorized 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 constructing the Building, including statements from the architect and contractor that the portion of the Building for which payment is sought has been completed. 4. Company acknowledges that the primary purpose of City in entering into this Agreement and the sole benefit and consideration to the City for making funds available to Company hereunder is the creation of jobs. Therefore, Company represents and commits that it will use its best efforts in good faith to meet the Employment Commitment and employ at Company's Facilities within 24 months from January 1, 1996 and thereafter 200 Full -Time Employees in addition to the Base Employment. 5. If Closing does not occur on or before November 1, 1995, this Agreement shall terminate and City and Company shall be released and discharged from all obligations hereunder. 6. Within ten (10) days after Closing, City and Company will execute and City will deliver to Company, the Warranty Deed attached hereto and incorporated herein, conveying title to unimproved Lots 19 and 20, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, Colorado (the "Land ") to Company. Company acknowledges and agrees that (i) the Land is being transferred by City and accepted by Company "AS IS" and "WHERE IS ", and (ii) City has not and does not make any representation concerning the condition of the Land, either environmental or otherwise. Company waives and releases City from, and assumes all 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. 7. 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. -2- 8. 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. 9. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. 10. Any notices hereunder shall be sufficiently given if given personally or mailed by certified 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, 101 William White Boulevard, Pueblo, Colorado, 81001; or to such other address as either party shall specify in written notice given to the other party. 11. 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 without the prior written consent of City. At the election of City, any assignment or attempted assignment without the consent of City shall be null and void. 12. The person signing this Agreement on behalf of Company represents and warrants that such person 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. 13. 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 the day and year first above written. [ S E A L] P LO, A MUNICIPAL CORPORATION r1 ATTEST: ` B City Cler vice President of the ty Council [SEAL] ATTEST: By Name: P eter D. Fergus'n AMERICAN STANDARD INC. Name: James H. Sch z Tilde_ Assistant Secretar Title: Vice Pres Federal Identification No. 2 5 0 9 0 0 4 6 5 j:\cITY\AIRPORT\ANIERYINDWGREE-2.WPD -3- OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 January 24, 1996 Ms. Gina Dutcher City Clerk - City of Pueblo 1 City Hall Place Pueblo, CO 81003 Re: American Standard, Inc. Dear Gina: Enclosed is a copy of the recorded Warranty Deed between the City and American Standard Inc. This deed should be kept in the City's official file regarding this matter. Resolution 7706 authorized the execution of the deed. If you have any questions, please call me. Very truly yours, Thomas E. Jagger sm enc. Reception #: 1107169 Date: 01/18/1996 Time: 804 Book: 2860 Page: 119 Chris C. Munoz �+ inst: WD R Fee: 30.00 D Fee: 0.00 SC: 1.00 Pg: 1 of 6 Pueblo Co.C1k.&Rec. WARRANTY DEED THIS DEED, made this day of Leai , 1995 by and between Pueblo, a Municipal Corporation (herein "City") and American Standard Inc., a Delaware corporation (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 p articular l y described in Exhibit "A" attached hereto and incorporated herein (herein "Property), N � 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: 2860 Page: 120 Chris C. Munoz Page: 2 of 6 Pueblo Co.Clk. &Rec. 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 4,710 feet above the mean sea level. 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. 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. 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 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 thirty - five (35) feet of the right of way line of Eaton Avenue or twenty -five (25) feet of the right of way line of any other abutting streets. There must be installed and maintained a minimum twenty -five (25) foot strip of living landscaped ground along and adjacent to Eaton Avenue 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. (f) Company shall comply with notifications and review requirements of the -2- Book: 2860 Page: 121 Chris C. Munoz Page: 3 of 6 Pueblo Co.Clk. &Rec. 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 (i) 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. (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- 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, 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 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. W! Book: 2860 Page: 122 Chris C. Munoz Page: 4 of 6 Pueblo Co.Clk. &Rec. (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 E j✓ nction or other lawful procedure and to recover damages, costs, expenses, including o reg3bpab&ktorney fees, resulting from any violation thereof or arising out of their enforcement. o > ` �, AMERICAN STANDARD INC. By }` Title: Vice President Titte; A ss i stant c t ( a ' PUEBLO A MUNICIPAL CORPORATION 't Vice President of the Kity Council COUNTY OF A CROSSE ) ss. STATE OF WISCONSIN ) The foregoing instrument was acknowledged before me this 18th day of September 19 James H. Schultz as Vice Pres. _and Peter D. Ferguson as Ass ' t Sec. of American Standard Inc., a Delaware corporation. Witness my hand and official seal. 0 Book: 2860 Page: 123 Chris C. Munoz Page: 5 of 6 Pueblo Co.Clk. &Rec. ,J'��� commiss ion expires: June 20 199 ; t ; 4- - zz' .' Al `. Notary Public COUNTY OF PUEBLO ) ss. STATE OF COLORADO ) - The oregoing instrument was acknowledged before me this 25 day of �- 19 by Cp}� j �-f - iras President of the City Council of Puebla, Colorado and as City Clerk of the City of Pueblo, Colorado. Witness my hand and official seal. My commission expires: MyCommksbn F L S 4A Lf n, ~ � •p y Notary Public o oe � 0:` -5- r Book: 2860 Page: 124 Chris C. Munoz Page: 6 of 6 Pueblo Co.C1k.&Rec. EXHIBIT "A" Lots 19 and 20, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado. LL;'v "T4 Commercial Systems Group The Trane Company 101 William White Blvd Pueblo CO 81001 719 585 3800 December 13, 1995 Ms. Gina Dutcher City Clerk of Pueblo City Hall I City Hall Place Pueblo, CO 81003 Dear Ms. Dutcher: Attached are the documents requested in the September 25, 1995 Agreement between Pueblo and American Standard. The documents are being submitted to initiate the closing process defined in the Agreement. The documents included are as follows: 1. Certification of Authority 2. A copy of the executed construction contract 3. A Certificate of Authority to conduct business in the State of Colorado 4. Declaration of Commitment of Company's Contribution If you have any questions regarding these documents, I can be contacted at (719)585 -3811. Sincerely, -e //, 4 e.,_ Harvey E. Marten Controller Enclosures An American - Standard Company i A The Trane Company 3600 Pammel Creek Road La Crosse W154601 -7599 608 787 2000 CERTIFICATION OF AUTHORITY I, Peter D. Ferguson, hereby certify that I am Assistant Secretary of American Standard Inc., a Delaware corporaiton (the "Company "), of which The Trane Company is a division, that James H. Schultz is Vice President of the Company and is duly authorized to execute that certain agreement dated as of September 25, 1995 by and between Pueblo Municipal Corporation and the Company (the "Agreement "), and that the transaction forming the subject of the Agreement has been duly authorized by and received all necessary corporate approvals of the Company. Peter Fergu n Assistant Secretary Date: AL-t,y'��f) l k ) q 9� T H E A M E R I C A N I N S T I T U T E O F A R C H I T E C T; SfP 2.5 1995 AIA Document A101 Standard Form of Agreement Between Owner and Contractor where the basis of payment is a STIPULATED SUAI 1987 EDITION THIS DOCUJIENT HAS Ll1PORTANT LEGAL CONSEQUENCES; CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COWLETION OR AfODIFICATION. 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 and endorsed by The Associated General Contractors of America. AGREEMENT made as of the Nineteen Hundred and 25th da„ of AUGUST NINETY FIVE in the year of BETWEEN the Owner: (,Name and address) and the Contractor: (,Name and address) The Project is: (game and location) The Architect is: (:lame and address) THE TRANE COMPANY 101 WILLIAM WHITE BLVD PUEBLO, CO 81001 BASSETT CONSTRUCTION COMPANY 120 DAYTON AVE - P O BOX 173 PUEBLO, CO 81002 TRANE EXPANSION PROJECT 101 WILLIAM WHITE BLVD PUEBLO, CO 81001 BURNS & McDONNELL 7400 E. CALLEY, SUITE 100 ENGLEWOOD, CO 80111 The Owner and Contractor agree as set forth below Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963. 1967, 19'4, 1977, ©1987 by The American Institutc of Archi- tects, 1735 New York Avenue, N. A' , W25hingron, D.C. 20006. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA ciofatcs the copyright lams of the United States and will be subject to legal prosecution. ALA D00Uh1ENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA* - 61987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW PORK AVENUE, N\% , Vt ASHINGTON, D.C. 20006 Af01 -1987 1 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 parties 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: Construction of 130,000 S.F. of metal building facility in accordance with Bassett Construction Company Scope of Work as submitted in proposal dated August 11, 1995. In accordance with original bid packages & 5 addendas as referred to in Article 9 (Enumeration of Contract Documents). 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. (/?sett the dale of commencement, if it differs front the date of this Agreement or, if applicable, State that the date u be fixed in a notice to proceed) Commencement date as stipulated in a Notice to Proceed. Unless the date of commencement is established by a notice to proceed issued by the Owner, the Contractor shall notify the Owner in writing not less than five &N 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 (hsert the calendar dale ur nurnber cf calendardal:c after the date of contntencement. Also insert ant requirements f(.rearlier Substantial Cranpleliom (jcer- tain pnrlions of the U ork. if not stated elseu here in the Contract Documents.) 155 Days after Notice to Proceed & Receipt of Building Permit, subject to adjustments of this Contract Time as provided in the Contract Documents. ( /meet pro uvwls- if cnn, for liquidated dwnagev relating io fteilure to , omplele net lime) N/A AIA DOCUMENT A101 - OWNER - CONTKAC1OR AGREEStENT - Tu ELFTH EDITION - AIAf - (c'19R' THE ANIMCAK INSTITUTE OF ARCHITECTS, 1 - 55 NEU YORK AyENVE. N w.. VcASHINOTON, D.C. 209X06 A101 -1967 2 ARTICLE 4 CONTRACT SUM 4.1 The Owner shall ply the Contactor in current funds for the Contnctor's perfornunce of the Contract the contnct Sum or * * * ** *THREE MILLION TWO HUNDRED TWELVE THOUSAND TWO HUNDRED NINETY EIGHT * * * * * * * DoDxs (_ * * * * * * * * 3 , 2l2,298.00******* ), subject to additions 2nd deductions as provided in the Con- MCI DocurTtrnts. 4.2 The Contract Sum is biced upon the following altemucs, if any, which arc described in the Contract Documents and ere hereby accepted by the Ovmcr: (Site the numbers or oiber identification of accepted arternares rf dedsions on other alternates are to be made by the Ou+ursubsequent to the execution of Ibis Agreemcni, attach a scbedutr orsucb other alternates sbouing The amount for each and the date until wbub that amount is valid) Accepted Scope changes dated August 24, 1995, hereafter referred to as Attachment "A" (attached) will become part of this contract. a Original Bid $3,065,000 Scope Changes 147,2 TOTAL CONTRACT $3,212,298 4.3 Unit prices, if any, are as follows: N/A AtA DOCUMENT A101 • OWNER- CONTRACTOR AGREEMENT • TULLFTH EDITION • AIA• • C, 1967 Ati�1 -1987 3 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEU YORK ANINUE, NU'., a'AS 00 HINGTON, D.C. 206 ARTICLE 5 PROGRESS PAYMENTS 5.1 Baud upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Ow ner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elscw'here 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: See Below 5.3 Provided an Application for Payment is received by the Architect not later than the last day of a month, the Owner shall make payment to the Contractor not later than the Fifteenth (15th) day of the f 01 ow i n 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 Fifteen (1 5) 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 Appkations for Payment shall indicate the percentage of completion of each ponion 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 \Fork as determined by multiplying the percentage completion of each portion of the Work by the share of the t i otal ontract Sum allocated to that portion of the Work in the Schedule of Values, less retainage of Ten (!0 /0f percent i 1 0 %). 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 Cha.ue Order; 5.6.2 Add th at 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 al a location agreed upon in writing). less retainage of Ten percent ( 10% ° %.): 5.6.3 Subtract the aggregate 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 9.5 of the General Conditions. 5.7 The progress payment amount determined in accordance with Paragraph 5.6 shall be further modified under the following circumstances: 5.7.1 Add, upon Substantial Completion of he Work, sum sufficient to increase the total p ew, to 6ne Hun�red percent( ��� %) of the Contract Sum, less such amounts as the Architect shall detennine for incomplete Work and unsettled claims; and 5.7.2 Add, if final completion of the \X - ork is thereafter materially delayed through no fault of the Contractor, any additional amounts pJy2bie in accordance with Subparagraph 9.10.3 of the General Conditions. 5.8 Reduction or limitation of retainage, if any, shall be as follows: r/J rr i nrtrndr d J rrn to Suh..•tar ;tr,rl (innJ to , r of thr enure lt't,rA. h, n•dute or limit !ba r['!a »rn1 r n ,uhrnJ' /n, 1I•,' J (9leiYrlJy'< rruPrlPd ir: \rrhfuru- pa, � 5 61 and 5.0 2 abut r. acrd Nn is nn1 in rr,, eorntra,t iharrmenfs, in rr1 Kerr pruriduns fur cud reeluoion [.r linlnnh;,n.) At the time the Work is fifty perecent (50 %) complete, the retainage shall be reduced and maintained at five percent (5) of the contract amount to date, providing the manner of completion of the Work and its progress are and remain satisfactory to the Architect, the Owner and the Contractor's Surety AIA DOCUMENT A101 • OVXN[R -( ONTRACTUR AGRLEUEN1 • 1uLi.r1H EDITION • AIA • CIA98' 1 - til Alit WAN 1 \ >1lTl'TL OF AR( -1-111 LC1 - ?. 1 NL.0 YOKK AVLXt 1, NU., VASHI \GTON, D.C. 2tNN)6 A101 -1987 4 ' 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 (l ) the Contract has 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 fugal 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. i 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 i the absence thereof, at the legal rate prevailing from time to time at the place where the Project is loc2ted. (Insert rate of interest agreed upon, if am.) Interest shall be paid in accordance with Colorado State Laws. (Usun laws and requirements under the Federal Truth in lending Act, similar state and local consumer credit laux and otber regulations at !be Ourier's and Contractor's principal places of business, the location of the Project and elseu•)here ma)• affect the validity of this provision. Legal advice should br obtained with respect to deletions or modifications, and also regarding requirements such as written disclosures or waivers.) 7.3 Other provisions: N/A 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. AlA DOCUMENT A101 • OWNER- CONTRACTOR AGREEMENT • TV:ELFTH EDITION • AIA• • Cc 19F7 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEU PORK AVENUE, N W., WASHINGTON, D.C. 20006 A101 -1987 5 9 ARTICLE 9 ENUMERATION OF CONTRACT DOCUMENTS 9.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are 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, AIA Document A201, 1987 Edition. 9.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated and are as follows: Document Title Pages N/A 9.1.4 The Specifications are those contained in the Project ;Manual dated as in Subparagraph 9.1.3, and are as foUon (Eabo fist the SJwk1- r1 "vv'r;s here c,, refer to an erl7 ;bit atln:hed Iv Ib, Agwrnvnl.) Section Title Pages N/A AIA DOCUMENT A101 • OV. NEk CONI KACTOR AGEFEMI NT • TV FLFTH EDITION • AIA • C 198- Al �1 -1987 6 THE A %ILk1C AN INSTITL TE OF ARCHII ECTS, 1 NE*,1 YORK AVENI E. N u., %X ASIii \GTON, DG. 2(XXK) 9.1.5 The Draavings are as follows, and are dated unless a different date is shown below: (Either list the Drawings here or refer to an exhibit attached so this Agreement) Number Title Date Ori.gi.nal bid package A. General Specification B. Drawing 0001 - Site Plan C. Drawing 0002 - Building Floor Plan D. Drawing 0003 - High Pressure Air Piping E. Drawing 0004 - Gas Piping & Heaters F, Drawing 0005 - Chilled Water Piping & Air Handling G. Drawing 0006 - Plant Air Piping H. Drawing 0007 - Plant Water & Domestic Water I. Drawing 0008 - Sewers 9.1.6 The Addenda, if any, are as follows Number Date Pages A. July 28, 1995 3 Pages /l Dwg B. July 28, 1995 3 Pages & Attendance List C. August 3, 1995 3 Pages / faxed D. August 4, 1995 2 Pages / 1 Dwg faxed E. August 8, 1995 3 Pages / 6 Dwgs 2 Electrical data - faxed Portions of Addenda relating to bidding requirements are not put of the Contract Documents unless the bidding requirements are also enumerated in this Article 9• AU DOCUMENT A101 - OWNER - CONTRACTOR AGREEMENT - Tu E1.FTH EDITION - AIAa - cG 1987 THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEV: YORK AVENUE, NW- V; ASHINGTON, D.C. 20006 Al D1 -1987 7 9.1.7 Other documents, if any, forming part of the Contract Documents are as follows: (List dx,e and addiltortctl d(k unimis which are inlended to form part of the Contract Ducumerrts The General Corulitir»u prrt.eide Thal bidding; requirements sucb a, adr,Tn or tnt'itatron to bid. lnsirumow to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless enumerated in this ,Ure wieni TN-1 should be listed here only if intended to be jvarl of the Contract Documents ) Attachment "A" Scope Changes dated August 24, 1995. This Agreement is entered into as 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 On OWNER THE TRANE C MPANY (st�r:.uttr,) James H. Schultz Executive Vice President CONTRACTOR BASSETT CONSTRUCTION COMPANY (,Sttalttr,y Walter L. Bass tt, Jr. President (1 -- oiled name and title) (Pr rianre avid ride) AIA DOCUMENT A101 - OUTER�CONTKACTOR AGREENIFNT - TU ELFTH EDITION - AIA' - C 1 1K7 THE AMERICAN INSTITUTE OF ARCHITECTS, 1 715 NEU YORK AVENUE, N u', UASHINGTON, D.C. 2 (XK)6 A161 -1987 8 ETT CONSTRUCTION .� B>aSS COM PANY 120 Dayton Avenue P.O. Box 173 Pueblo, Colorado 81002 Phone (719) 544.6391 Fax (719) 544-3902 Aug. 24, 1995 The Trane Company 101 William White Boulevard ATTACHMENT "A" Pueblo, CO 81001 ATTN: Mr. Randy Newton RE: Trane Expansion Project Scope Changes Dear Mr. Newton: Per our meeting on this date, the following scope changes were accepted & will be incorporated into the Contract: 1. Add 1" of asphalt over 2" base ------- - - - - -- $ 12,500.00 2. Add liner panels full height (white) - - - - - -- 30,340.00 3. Increase to 82 gallon, electric water heater 36kW, 208/420V to be used in the cafeteria - 3,298.00 4. Add 640 l.f. of cable tray from Unit substation to column D -1 and provide tee run to air compressor located E -6 --------------- - - - - -- 21,678.00 5. Add (1) one 125 HP air compressor and (2) two 40 HP air compressors. Relocate all compressor to column E -6 & extend feeders ------- - - - - -- 30,340.00 6. Add Phase Loss Monitor to 4000 Amp /480 volt switch board ------------------------- - - - - -- 1,265.00 7. Add the following Busduct switches and disconnect switches: -4 60 amp /3 wire /600v fused busduct switch -25 30 amp /3 wire /600v fused busduct switch -4 60 amp /3 wire /600v fused disconnect switch -25 30 amp /3 wire /600v fused disconnect switch - - - -- 7,415.00 8. Add concrete downspout extensions similar to existing Trane plant (22) ea. -------- - - - - -- 13,262.00 9. Allowance for parking lot striping & H.C. signs -------------------------------- - - - - -- 2,000.00 Allowance for retention pond --------- - - - - -- 30,000.00 GENERAL CONTRACTORS • INDUSTRIAL • COMMERCIAL "AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER" • page -2- Trane Expansion Project Scope Changes 11. Owner's decision to use G. E. substation vs. Cutler Hammer ------ - - - - -- credit (4,800.00) Total of items to be added into base bid - - - - - -- $147,298.00 If you have any questions, please do not hesitate to contact. this office. Sincerely, BASSETT CONSTRUCTION COMPANY Joseph L. Marino Vice President Estimating /Project Procurement xc: Walter L. Bassett Jr., President jlm file 2014 ■ STATE CERTIFICATE X I, VICTORIA BUCKLEY, Secretary of State of the State of Colorado hereby certify that ACCORDING TO THE RECORDS OF THIS OFFICE, THE FOLLOWING DOCUMENTS ARE ON FILE FOR AMERICAN STANDARD INC. (DELAWARE CORPORATION) CERTIFICATE OF AUTHORITY - JANUARY 09, 1939 ARTICLES OF MERGER - JULY 08, 1968 ARTICLES OF MERGER - FEBRUARY 24, 1970 ARTICLES OF MERGER - DECEMBER 23, 1980 ARTICLES OF MERGER - JANUARY 28, 1985 ARTICLES OF MERGER - JANUARY 28, 1985 TRADENAME AMENDMENT - APRIL 09, 1985 ARTICLES OF MERGER - FEBRUARY 23, 1987 CHANGE OF REGISTERED AGENT AND /OR OFFICE - AUGUST 31, 1987 ARTICLES OF MERGER - APRIL 17, 1989 CONTINUED ON PAGE 2 Dated: NOVEMBER 21, 1995 SECRETARY OF STATE DEPARTMENT OF STATE I, VICTORIA BUCKLEY, Secretary of State of the State of Colorado hereby certify that THE FOLLOWING DOCUMENTS FOR AMERICAN STANDARD INC. ARE CONTINUED FROM PREVIOUS CERTIFICATE ARTICLES OF MERGER - AUGUST 11, 1989 ARTICLES OF MERGER - JANUARY 08, 1990 CHANGE OF REGISTERED AGENT AND /OR OFFICE - SEPTEMBER 1, 1993 AND SAID CORPORATION IS DULY ORGANIZED AND IN GOOD STANDING AND IS AUTHORIZED AND COMPETENT TO TRANSACT ITS BUSINESS OR CONDUCT ITS AFFAIRS WITHIN THE STATE OF COLORADO. Dated: NOVEMBER 21, 1995 Declaration of Commitment of Company Contribution I, Harvey E. Marten, declare under penalty of perjury that the following is true and correct: I am a resident of Pueblo, Colorado and employed by The Trane Company, a division of American Standard, Inc., as Controller of Trane's Water Chiller Systems Business Unit which is located in Pueblo, Colorado. 2. I am familiar with the Agreement entered into on the 25th day of September, 1995 between Pueblo, a municipal corporation (the "City), and American Standard, a Delaware Corporation (the "Company "). 3. The Agreement states the "Company's Contribution" means the approximately $26,000,000 Company will spend to expand its business at Pueblo Memorial Airport Industrial Park including the $1.6 million to be advanced by City under this Agreement to assist in the construction of the Building. Section 3(a) of the Agreement provides that Trane shall submit to the City, along with other documents, evidence that the Company has spent or has lawfully committed to spend the Company's Contribution . 4. I hereby certify that The Trane Company has entered purchase orders for 50 percent of the Company Contribution. These commitments represent long lead time equipment for the facility. In addition, we have made the required progress payments on the construction of the building to date. Executed on the 13th day of December, 1995 at Pueblo, Colorado. Attch. STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) Harvey . Marten Controller Subscribed and sworn to before me by Harvey E. Marten this 13th day of December, 1995. NTHI,'\ NUNEZ PUBD I otary Public `� COMMISSION EXPIRES 4110199