HomeMy WebLinkAbout10782RESOLUTION NO. 10782
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO AND
VERISMA SYSTEMS, INC. RELATING TO A JOB CREATING CAPITAL IMPROVEMENT
PROJECT, AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME AND
AUTHORIZING THE TRANSFER OF $120,000.00 FROM THE 1992 -2006 SALES AND USE TAX
CAPITAL IMPROVEMENT PROJECT FUND THEREFOR
WHEREAS, Pueblo Economic Development Corporation ( "PEDCO ") has presented to City
Council a proposed job creating capital improvement project whereby Verisma Systems, Inc. will
expand its business within the City of Pueblo and employ an additional 10 full -time employees
during a seven year period starting January 1, 2008 ( "Project "); and
WHEREAS, the Project and financial details thereof, were negotiated and approved by
PEDCO, and
WHEREAS, PEDCO has recommended to the City Council that the City Council approve
the Project, Agreement and financial details relating thereto, and
WHEREAS, based upon PEDCO's recommendation and representations made to the City
by representatives of PEDCO with respect to the Project, City Council is willing to approve the
Project, NOW THEREFORE,
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The City Council finds and determines that the job creating capital improvement project with
Verisma Systems, Inc. described herein and in the attached Agreement meets and complies with
the criteria and standards established by Ordinance No. 6381 ( "Ordinance ") and will create
employment opportunities justifying the expenditure of public funds.
SECTION 2
The Agreement dated as of July 10, 2006 between the City of Pueblo and Verisma
Systems, Inc., a copy of which is attached hereto, having been approved as to form by the City
Attorney, is hereby approved. The President of the City Council is authorized to execute and
deliver the Agreement and all related required documents in the name of the City and the City
Clerk is directed to affix the seal of the City to the Agreement and attest same.
SECTION 3
Funds in an amount of $120,000.00 are hereby authorized to be transferred, expended and
made available to Verisma Systems, Inc. out of the 1992 -2006 Sales and Use Tax Capital
Improvement Projects Fund for the sole purpose of the job creating capital improvement project
and in the manner described in the attached Agreement. The funds hereby authorized to be
transferred and expended shall be released and paid by the Director of Finance to or for the benefit
of Verisma Systems, Inc. after receipt by the City Clerk of the documents required to be filed
pursuant to paragraph 2(b) of the Agreement and (ii) by the Director of Finance of written requests
for payment required by paragraph 2(c) of the Agreement.
SECTION 4
The officers of the City are directed and authorized to perform any and all acts consistent
with the intent of this Resolution and attached Agreement to effectuate the transactions described
therein.
SECTION 5
This Resolution shall become effective upon final approval and passage.
BY Randy Thurston
Councilperson
APPROVED:
President of City Council
ATTESTED BY:
CITY CLERK
INTRODUCED July 10, 2006
'iI1 1 I
IS
1:D
Background Paper for Proposed
RESOLUTION
AGENDA ITEM # 1 0 1
DATE: July 10, 2006
DEPARTMENT: Law Department
TITLE
A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF
PUEBLO AND VERISMA SYSTEMS, INC. RELATING TO A JOB CREATING
CAPITAL IMPROVEMENT PROJECT, AUTHORIZING THE PRESIDENT OF THE
CITY COUNCIL TO EXECUTE SAME AND AUTHORIZING THE TRANSFER OF
$120,000.00 FROM THE 1992 -2006 SALES AND USE TAX CAPITAL
IMPROVEMENT PROJECT FUND THEREFOR
ISSUE
Should City Council approve the job creating capital improvement project with
Verisma Systems, Inc.?
RECOMMENDATION
PEDCO recommends that the City Council approve the project.
BACKGROUND
Verisma Systems, Inc. ( "Company ") currently conducts its software development
and programming business in the City of Pueblo. Company is expanding its
business and has committed to employ an additional 10 full -time employees having
an average salary of $34,000 plus benefits during a seven year period starting
January 1, 2008. City will make available to Company $120,000 out of the one -half
cent sales tax revenue to purchase equipment for the expansion. Company
currently employs 11 employees and with the additional 10 employees will employ
21 full -time employees. If Company defaults in its commitment to employ the
additional 10 employees, Company will repay City funds based upon the number
of employees actually employed less than the 10 additional employees.
FINANCIAL IMPACT
See Background.
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THIS AGREEMENT entered into as of July 10, 2006 between Pueblo, a municipal
corporation (the "City ") and Verisma Systems, Inc., a Delaware corporation (the "Company ").
WHEREAS, Company has expressed a willingness to expand its business within the City of
Pueblo, and in furtherance thereof has through the Pueblo Economic Development Corporation
( "PEDCO ") made application for funds with the City, and
WHEREAS, PEDCO has recommended to the City Council that the City Council approve
the application, and
WHEREAS, the City, based upon PEDCO's recommendation, has approved such application
and will make funds available to Company subject to and upon the terms and conditions of this
Agreement, and
WHEREAS, this Agreement represents Phase 1 of a potential multi -phase expansion of
Company's business within the City of Pueblo.
NOW, THEREFORE, in consideration of the foregoing and mutual covenants contained
herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, City and Company agree as follows:
1. The following terms as used in this Agreement shall have the following meaning
unless the context clearly indicates otherwise:
"Employment Commitment Date" means January 1, 2008.
"Equipment" means new business personal property described in the attached Exhibit "A"
to be kept, maintained and used by Company after date of this Agreement in the Facility.
"Facility" means the building wherein Company conducts its business operations within the
City of Pueblo.
"Full -Time Employee" means a person who actually performs work at the Facility for not less
than thirty-two (32) hours per week whether employed by Company or by an outside entity acting
as an agency to provide Full -Time Employees for Company. The term "Full -Time Employee" does
not include independent contractors nor employees of independent contractors except employees of
an independent contractor acting as an agency to provide Full -Time Employees for Company to
perform work at the Facility.
"Quarter" means three consecutive calendar months commencing January 1, April 1, July 1
and October 1 of each calendar year.
"Quarterly Employees" means the sum of the aggregate number of Full -Time Employees on
each business day of a Quarter, divided by the sum of the business days in such Quarter.
2. City will advance to or for the benefit of Company funds in an amount not to exceed
$120,000.00 (the "City Funds "), subject to and contingent upon the following conditions and
covenants which Company agrees to perform and comply with:
(a) City Funds will be advanced by City solely for the acquisition of Equipment
by Company during the period from August 15, 2005 to the Employment Commitment Date
( "Acquisition Period ") at fair market value from a reputable vendor in an arms - length transaction.
Acquisition of equipment from any person or entity related to or a subsidiary of Company is not an
arms- length transaction.
(b) Company shall file in the office of the City Clerk copies of the following: (i)
Company's certificate or other evidence of authority to transact business in the State of Colorado
issued by the Colorado Secretary of State, (ii) certified copy of the resolution of the governing board
of Company approving this Agreement and authorizing its officers to execute and deliver this
Agreement and related documents in the name of Company, and (iii) executed Continuing Guaranty
attached as Exhibit "B ". The date of the last to occur of the filings required under (i), (ii) and (iii)
of this paragraph 2(c) shall be referred to herein as "Closing." If Closing does not occur on or before
September 1, 2006, or such later date as Company and City shall mutually agree, City, at its sole
option, may terminate this Agreement and City and Company shall thereafter be released and
discharged from all obligations hereunder.
(c) As a condition precedent to the disbursement of the $120,000.00 of City
Funds for the acquisition of Equipment, Company shall file (i) with the City Clerk the documents
required by (b) above, and (ii) with City's Director of Finance written request for payment certified
to be true and correct by an officer of Company that the amounts included in the request for payment
have not been included in any prior request for payment and are for the actual cost of Equipment,
identifying the Equipment for which payment is sought, including invoices therefor and certificates
of delivery and installation in the Facility. All City Funds, if any, received by Company to purchase
Equipment (but not in reimbursement for Equipment purchased by Company and actually installed
in the Facility) shall be deposited in a separate account and held in trust by Company for the sole and
only purpose of paying for the purchase of Equipment.
3. Company acknowledges and agrees that the primary purpose of City in entering into
this Agreement and the sole benefit to the City for making City Funds available to Company
hereunder is the creation of jobs. Therefore, Company represents, covenants, and agrees that it will
after date of this Agreement continuously conduct its business operations and employ Full -Time
Employees at the Facility as follows: (i) during the period from date hereof to the Employment
Commitment Date, Company shall employ not less than eleven (11) Full -Time Employees at the
Facility, and (ii) on and after the Employment Commitment Date, Company shall employ not less
than ten (10) additional Full -Time Employees (a total of twenty -one (2 1) Full -Time Employees) at
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the Facility having an average annual salary of over $34,000.00 per year excluding benefits
(collectively the "Employment Commitment "). For purposes hereof "annual salary" means regular
salary plus overtime (excluding benefits) computed on an annualized basis.
4. Notwithstanding anything contained in this Agreement to the contrary, if Company
shall for any reason default in its Employment Commitment set forth in paragraph 3, Company shall
repay to City a pro -rata share of the City Funds advanced by City under paragraph 2 hereof based
upon the number of Full -Time Employees employed by Company at the Facility (the "Company's
Repayment Obligation "), as follows:
(a) During the seven (7) year period starting on the Employment Commitment
Date and ending eighty -four (84) months thereafter (the "Repayment Period ") Company shall pay
to City an amount each Quarter equal to the Quarterly Employees less than twenty -one (21) Full -
Time Employees with an average salary of at least $34,000.00 per year excluding benefits employed
at the Facility by Company multiplied by the quotient resulting from the division of the amount of
City Funds actually advanced by City for purchase of equipment during the Acquisition Period by
280 ( "Company's Quarterly Payments "). Notwithstanding the foregoing, the maximum number of
Full -Time employees upon which Company's Quarterly Payments during the Repayment Period are
computed shall not exceed ten (10) Full -time Employees having an average annual salary of over
$34,000.00, excluding benefits.
(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 the month after the end
of each Quarter after date hereof and for one month after the Repayment Period at the office of the
Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003, or such other person or
location as the City may designate. All past due Company's Quarterly Payments shall bear interest
at the rate of ten (10) percent per annum ( "Default Rate ") until paid.
(c) Within fifteen (15) days after the end of each Quarter after the Employment
Commitment Date and for one calendar month after the Repayment Period, Company will submit
to City's Director of Finance Company's statements showing the Quarterly Employees and their
average salary for the preceding Quarter and the basis upon which Quarterly Employees and
Company's Quarterly Payment, if any, were computed certified by an officer of the Company to be
true and correct. For purposes of verifying Company's employment, City shall have access to
Company's records relating to Company's employees employed at the Facility. Except for the
number of Full -Time employees and their average salary or in the event of any action filed by City
to enforce this Agreement, City shall treat Company's records as confidential and shall not disclose
(except pursuant to a subpoena or court order) such information to any party other than those City
employees who have a need to know such information.
(d) Notwithstanding anything contained in this Paragraph 4 to the contrary, if
Company defaults in its Employment Commitment or Repayment Obligation, and such default is
not cured within sixty (60) days after written notice specifying the default is given by City to
Company, then in such event, City may declare the entire balance of Company's Repayment
Obligation due and owing together with interest thereon from the date of default at the Default Rate
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and for such purpose the entire balance of Company's Repayment Obligation shall be an amount
equal to 10 times the quotient resulting from the division of the amount of City Funds actually
advanced by City for purchase of equipment during the Acquisition Period by 280 multiplied by the
remaining Quarters of the Repayment Period plus the amount of Company's unpaid Quarterly
Payments, if any. Company's Repayment Obligation is absolute and unconditional and shall not be
abated, reduced, diminished, modified, withheld or otherwise offset for any cause or reason
whatsoever.
5. 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 Employment Commitment contained in Paragraph 3 and its Repayment
Obligation contained in Paragraph 4. Company's obligations under this Agreement including its
Employment Commitment and Repayment Obligation shall be secured by a perfected first security
interest in the Equipment. Contemporaneously with the execution of this Agreement, Company shall
execute and deliver to City Company's Security Agreement, Financing Statement and other
documents required to perfect a first security interest in the Equipment all in form and content
approved by City's Attorney (the "Security Agreement ").
6. (a) Prior to instituting any proceeding to enforce Company's Repayment
Obligation under Paragraph 4, City shall notify Company in writing of its intention to institute such
proceedings. Company may request relief from its Repayment Obligation by delivering to City
within twenty (20) days after date of City's notice, Company's written request for relief specifying
the grounds upon which such relief is sought together with documents supporting said grounds.
Within ninety (90) days after receipt of Company's request, City will schedule a meeting with the
City Council at which Company may appear. City will notify Company of the time and place of the
meeting. Failure of Company to timely deliver its complete written request for relief or to appear
at the scheduled meeting with the City Council shall entitle City to immediately institute proceedings
to enforce Company's Repayment Obligation.
(b) City Council may or may not, in its sole and absolute discretion, relieve
Company, in whole or in part, from Company's Repayment Obligation. Any action taken by the City
Council relating to a request for relief shall be final and binding on Company, and not subject to
judicial review. Any such action by City Council is, and shall constitute, a legislative measure.
Nothing contained in this paragraph 6 shall grant or be construed to grant to Company any right or
claim to relief from its Repayment Obligation or hearing with respect thereto.
(c) No delay by the City in scheduling a meeting, or failure by City to exercise
its right to enforce this Agreement, including Company's Repayment Obligation, and no partial or
single exercise of that right, shall constitute a waiver of that right.
7. In the event of any litigation arising under this Agreement, the court shall award to
the prevailing party its costs and reasonable attorney fees. Venue for any such litigation shall be
Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo,
H
State of Colorado and each party submits to the jurisdiction of such District Court. To the extent
allowed by law, each party waives its right to a jury trial.
8. This Agreement expresses the entire understanding of the parties and supersedes and
abrogates any and all prior dealings and commitments, whether oral or written, with respect to the
subject matter of this Agreement and may not be amended or modified except in writing signed by
City and Company. Any waiver of any provision of this Agreement must be in writing and signed
by the party whose rights are being waived. No waiver of any breach of any provision hereof shall
be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other
provision of this Agreement. The failure of either party to enforce or seek enforcement of the terms
of this Agreement following any breach shall not be construed as a waiver of such breach.
9. This Agreement shall be construed in accordance with and be governed by the laws
of the State of Colorado without regard to conflict of law principles.
10. Any notices hereunder shall be sufficiently given if given in writing personally or
mailed by first class, registered, or certified mail, postage prepaid, addressed:
(a) if to City, City Manager, City of Pueblo, 1 City Hall Place, Pueblo, Colorado,
81003, with copy to Thomas E. Jagger, City Attorney, 503 N. Main Street, Suite 127, Pueblo,
Colorado, 81003, or
(b) if to the Company, President, Verisma Systems, Inc., 301 N. Main Street,
Pueblo, Colorado, 81003,
or to such other person or address as either party shall specify in written notice given to the other
party pursuant to the provisions of this paragraph 10.
11. 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 without the express written consent of the City, which
consent may be arbitrarily withheld, conditioned or delayed. Any assignment or attempted
assignment of this Agreement by Company without such consent shall be null and void.
12. The persons signing this Agreement in the name of and on behalf of Company
represent and warrant that they and Company have the requisite power and authority to enter into,
execute, and deliver this Agreement, and that this Agreement is a valid legally binding obligation
of Company enforceable against Company in accordance with its terms.
13. Company represents and warrants that no person, entity, or organization has been
employed or retained or will receive or be paid, directly or indirectly, any commission, percentage,
contingent fee or any other remuneration payment or receipt of which is contingent upon approval
of this Agreement or City's advancement of City Funds to Company hereunder. For breach or
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violation of this warranty, City shall have the right to terminate this Agreement, or recover the full
amount of such commission, percentage, contingent fee or other remuneration, and/or to seek such
other remedies legally available to City, which remedies shall be cumulative.
14. In no event shall City, its officers, agents or employees be liable to Company for
damages, including without limitation, compensatory, punitive, indirect, special or consequential
damages, resulting from or arising out of or related to this Agreement or the performance or breach
thereof by City or the failure or delay of City in the performance of any covenant or provision under
this Agreement on its part to be performed. In consideration of City entering into this Agreement,
Company hereby waives and discharges City, its officers, agents and employees from all claims for
any and all such damages. No breach, default, delay or failure of City under this Agreement shall
be or be construed to be a waiver, discharge or release of Company's Repayment Obligation under
paragraph 4 hereof with respect to the amount of City Funds actually advanced or paid by City to or
for the benefit of Company pursuant to paragraph 2 hereof.
15. If any provision of this Agreement is declared by a court of competent jurisdiction
to be invalid or unenforceable, such determination shall not affect the other provisions of this
Agreement which shall remain in full force and effect.
16. Neither party shall be, or hold itself out as, agent of the other or as joint ventures
under this Agreement.
17. Each party acknowledges that this Agreement was fully negotiated by the parties and,
therefore, no provision of this Agreement shall be interpreted against any party because such party
or its legal representative drafted such provision.
18. The provisions of this Agreement are for the exclusive benefit of the parties hereto
and their successors and permitted assigns, and no third party shall be a beneficiary, or have any
rights by virtue of, this Agreement.
19. This Agreement may be executed in any number of counterparts, and each such
counterpart shall be deemed for all purposes to be an original, and all such counterparts shall
together constitute but one and the same original.
Executed at Pueblo, Colorado, the day and year first above written.
[SEAL]
Attest: By
City rk
PUEB a Municipal Corporation
President of the City Council
[SEAL]
VERISMA SYSTEMS, INC., a Delaware
Corporation
M
Attest: g C In "I-p— Lf
Name: ame: j C ' �e 5 <- rt 4 v-,eY
Title: Title: fG ✓y
[SEAL]
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I verisma
systems, inc.
Capital Acquisitions
City Sales Tax Funding
Purchased:
Description Quantity Costleach Total Cost 8/15105 to Date Quantity
IT Equipment
Personal computers
Laptops 10 $ 2,000.00 $ 20,000.00
Desktops 15 $ 2,500.00 $ 37,500.00 $ 1,505.96 1
Dell laptops 14 $ 1,899.79 $ 26,597.06
Printers
Laser printers
Scanners
Portables
Flatbeds
Fujitsu portables
Servers
Server
Server (archive /mirror)
Peripheral equipment
Battery backups
Hard drive for server (backup)
Firewall
Network switches
CD /DVD duplicator
Total IT
Telephone Equipment
Voice
PBX
Telephones & related equipment
Telephones & related equipment
Data
Routers
Tota Telephone
Business Office Equipment
Document preparer (fold /insert)
FAX machines
FAX machines
Total Business Office
Furniture & Fixtures
Tables /chairs
Service Center
Sales/Accounting
Future hires
Corporate
Storage/equipment cabinets
Service Center
Future hires /expansion
for postage meter
5 $ 1,200.00 $ 6,000.00
10 $ 1,000.00 $ 10,000.00 $ 4,941.21
3 $ 18,000.00 $ 54,000.00
8 $ 798.47 $ 6,387.76
1 $ 25,000.00 $ 25,000.00
1 $ 25,000.00 $ 25,000.00
3 $ 1,000.00 $ 3,000.00
2 $ 500.00 $ 1,000.00
1 $ 3,000.00 $ 3,000.00
2 $ 2,000.00 $ 4,000.00
2 $ 1,500.00 $ 3,000.00
$ 224,484.82
1 $ 6,500.00 $ 6
$ 11,000.00 $ 2,775.63
$ 12,000.00
3 $ 2,200.00 $ 6,600.00
$ 29,500.00
1 $ 20,000.00 $ 20,000.00
2 $ 700.00 $ 1,400.00
1 $ 1,048.00 $ 1,048.00
$ 22,448.00
$ 15,000.00 $ 13,806.05
$ 6,000.00
$ 30,000.00
$ 16,913.00 $ 4,000.00
$ 5,000.00 $ 2,000.00
$ 5,000.00
1 $ 1,500.00 $ 1,500.00
5
Total Furnishings $ 79,413.00
GRAND TOTAL S 355 845.82 $ 29,028.85
CQy Agmement mdp 061306
6/13120062:09 PM Exhibit „A„
CONTINUING GUARANTY
1. FOR VALUABLE CONSIDERATION, the receipt and sufficiency of which is hereby
acknowledged, and as inducement to the City of Pueblo, a municipal corporation (the "City "), to
enter into the attached Agreement dated as of July 10, 2006, between City and Verisma Systems,
Inc., 301 N. Main Street, Pueblo, Colorado, 81003, a Delaware Corporation (the "Company ") (the
"Agreement ") and advance to or for the benefit of Company the sum of $120,000.00 pursuant to the
terms and covenants of the Agreement, the undersigned Michael D. Pugh, and James C. Moore II
(the "Guarantors ") provide the following continuing guarantee.
2. Guarantors, jointly and severally, absolutely and unconditionally guarantee and promise
to pay to City, or to City's order, on demand, in lawful money of the United States, the full amount
of Company's Repayment Obligation described in and in accordance with the terms and provisions
of Paragraph 4 of the Agreement (the "Indebtedness "), provided that City has first made efforts to
obtain repayment of the Indebtedness as provided in Section 4 below.
3. The liability of Guarantors under this Guaranty shall not exceed at any one time the
principal sum of $120,000.00. This is a continuing irrevocable guaranty relating to the Indebtedness,
including successive transactions which shall either continue the Indebtedness or from time to time
modify or renew it. Any payment by Guarantors shall reduce their maximum obligation hereunder.
4. The obligations of Guarantors hereunder are independent ofthe obligations of Company,
and a separate action or actions may be brought and prosecuted against Guarantors, jointly or
severally, whether action is brought against Company or whether Company be joined in any such
action or actions, provided that City has first taken the following two steps, simultaneously or in
whatever order City may choose: (1) made reasonable, good faith efforts to obtain payment of the
Indebtedness from Company, and (2) made reasonable, good faith efforts to proceed against or
exhaust any collateral held from Company and to sell any such collateral. For purposes hereof,
"reasonable, good faith efforts" does not include (i) bringing any action against Company, (ii)
proceeding or exhausting any collateral in which City does not have for any reason a first prior
perfected security interest, and (iii) the sale of any collateral which, in the sole discretion of City, is
not economically feasible. All costs and expenses incurred by City in taking either or both of the
actions described in this paragraph, including without limitation, reasonable attorney fees, shall be
added to and become part of the Indebtedness. Any funds obtained by City from Company or from
proceeding against or exhausting any security or collateral held from Company shall be applied to
the Indebtedness.
5. Guarantors authorize City, without notice or demand and without affecting their liability
hereunder, from time to time to (a) renew, extend, accelerate or otherwise change the time for
payment of the Indebtedness, and (b) release or substitute any one or more of the Guarantors. City
may without notice assign this Guaranty in whole or in part.
6. Guarantors waive any defense arising by reason of any disability or other defense of
Company or any Guarantor or by reason of the cessation from any cause whatsoever of the liability
of Company or any Guarantor. Guarantors waive any defense to the enforcement of this Guaranty
based upon laches or any statutory or other period of limitation, provided, however, that any action
to enforce this Guaranty shall be commenced on or before December 31, 2012. Until the
Indebtedness of Company to City shall have been paid in full, Guarantors shall have no right of
subrogation, and waive any right to enforce any remedy which City now has or may hereafter have
against Company, and waive any benefit of, and any right to participate in any security now or
hereafter held by City. Guarantors waive all presentments, demands for performance, notices of non-
performance, protests, notices of protest, notice of dishonor, and notices of acceptance of this
EXHIBIT "B"
Guaranty.
7. Guarantors agree that it is not necessary for City to inquire into the powers of Company
or the officers, directors, or agents acting or purporting to act on its behalf, and the Indebtedness
made or created in reliance upon the professed exercise of such powers is guaranteed hereunder.
8. Guarantors agree to pay a reasonable attorney's fee and all other reasonable costs and
expenses which may be incurred by City in the enforcement of this Guaranty.
9. EACH GUARANTOR AGREES THAT THIS GUARANTY IS A CONTRACT
ENTERED INTO IN PUEBLO COUNTY, COLORADO, AND ITS CONSTRUCTION,
INTERPRETATION AND ENFORCEMENT SHALL BE CONSTRUED AND DETERMINED
UNDER THE LAWS OF THE STATE OF COLORADO. EACH GUARANTOR AGREES THAT
THE DISTRICT COURT IN AND FOR THE COUNTY OF PUEBLO, STATE OF COLORADO
SHALL HAVE JURISDICTION OVER ANY SUIT OR ACTION WHICH INVOLVES THIS
GUARANTY AND EXCLUSIVE VENUE IN PUEBLO COUNTY, COLORADO SHALL BE
PROPER. EACH GUARANTOR CONSENTS TO THE PERSONAL JURISDICTION OF SUCH
COURT AND WAIVES ANY OBJECTION RELATING TO IMPROPER VENUE OR FORUM
NON CONVENIENS TO THE CONDUCT OF ANY PROCEEDINGS BY SUCH COURT. EACH
GUARANTOR WAIVES PERSONAL SERVICE OF ANY PROCESS ON HIM AND CONSENTS
THAT A SERVICE OF PROCESS SHALL BE MADE BY REGISTERED MAIL, RETURN
RECEIPT REQUESTED, DIRECT TO GUARANTOR A THE ADDRESS APPEARING AFTER
HIS SIGNATURE AND SERVICE SO MADE SHALL BE DEEMED COMPLETED FIVE (5)
BUSINESS DAYS AFTER SAME SHALL HAVE BEEN (I) POSTED AS AFORESAID, OR (II)
DELIVERED BY ANY OTHER PROCESS PERMITTED BY APPLICABLE LAW.
10. Any notice hereunder (except service of process) 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 Guarantors, at the addresses shown after their respective signatures hereon,
or to such other addresses as any party hereto shall specify in written notice to the other parties.
11. Time is of the essence hereof. This Guaranty shall be binding upon and inure to the
benefit of City and Guarantors and their respective heirs, personal representatives, successors and
assigns.
[Signature Lines on Next Page]
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IN WITNESS WHEREOF the undersigned Guarantors have executed this Guaranty as of
2006.
Name: James C. Moore II
Signature:
Address: Verisma Systems, Inc.,
301 North Main Street, Suite 303
Pueblo, Colorado 81003
Name: Michael D. Pugh
Signature: A� o
Address: 301 North Main Street, Suite 303
Pueblo, Colorado 81003
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