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HomeMy WebLinkAbout10888RESOLUTION NO. 10888 A RESOLUTION APPROVING A GROUND LEASE AGREEMENT, GARAGE LEASE AGREEMENT AND ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT BETWEEN THE CITY OF PUEBLO AND PUEBLO MAIN STREET GARAGE CORPORATION, A COOPERATION AGREEMENT BETWEEN THE CITY OF PUEBLO AND THE URBAN RENEWAL AUTHORITY OF PUEBLO, COLORADO, A PARKING PERMIT BETWEEN THE CITY OF PUEBLO AND CINGULAR WIRELESS, LCC, AND A SUBORDINATION AGREEMENT BETWEEN THE CITY OF PUEBLO AND NDC NEW MARKETS INVESTMENT XIX, L.P., ALL RELATING TO THE DESIGN, CONSTRUCTION, FINANCING AND LEASING OF A PROPOSED PARKING GARAGE, AND AUTHORIZING THE PRESIDENT OR VICE - PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, the Pueblo Main Street Garage Corporation, a Colorado nonprofit corporation (the "Corporation ") proposes to finance, design, and construct an approximately 742 -space parking garage (the "Garage ") on land owned by the City of Pueblo (the "Land "), and WHEREAS, the City of Pueblo, a Municipal Corporation (the "City ") intends to lease the Land to Corporation under a Ground Lease Agreement and contemporaneously therewith to lease the Garage from the Corporation under a Garage Lease Agreement, and WHEREAS, in furtherance of the financing of the construction of the Garage, the City and the Urban Renewal Authority of Pueblo, Colorado (the "Authority ") proposes to enter into a Cooperation Agreement Series 2006 Bonds, and WHEREAS, in furtherance of the Corporation's design and construction of the Garage, the Agreement for Professional Design and Engineering Services dated October 10, 2006 between the City and The Durrant Group, Inc. will be assigned by the City to the Corporation, and WHEREAS, in furtherance of the use and occupancy of the Garage, the City and Cingular Wireless, LLC propose to enter into parking permit for approximately 297 parking spaces in the Parking Garage for use by the full -time employees of Cingular Wireless, LLC, and WHEREAS, there have been presented to the City Council (a) a form of Ground Lease Agreement dated as of December 14, 2006 between the City as Lessor and the Corporation as Lessee (the "Ground Lease Agreement "), (b) a form of Garage Lease Agreement dated as of December 14, 2006 between the Corporation as Landlord and the City as Lessee (the "Garage Lease Agreement "), (c) a form of Cooperation Agreement Series 2006 Bonds dated as of December 14, 2006 between the City and Authority (the "Cooperation Agreement Series 2006 Bonds "), (d) a form of Assignment of Professional Services Agreement dated as of December 14, 2006 between the City as assignor and the Corporation as assignee (the "Assignment of Professional Services Agreement "), (e) a form of a Parking Permit dated as of December 14, 2006 between the City and Cingular Wireless, LLC (the "Parking Permit "), and (f) a form of Subordination, Attornment and Non - Disturbance Agreement dated as of December 14, 2006 between the City of Pueblo, as Tenant and NDC New Markets Investment XIX, L.P., as Lender (the "Subordination Agreement "). NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 All action heretofore taken by the City Council or the officers or employees of the City, directed toward the financing, design and construction of the Garage, the leasing of land to the Corporation, the lease of the Garage by the City, and the Cingular Wireless, LLC parking permit, are hereby ratified, approved and confirmed. SECTION 2 The City Council hereby finds and determines, pursuant to the provisions of the City Charter and applicable law, that (a) the leasing of City land to the Corporation under the terms and provisions set forth in the Ground Lease Agreement, (b) the leasing of the Garage from the Corporation by the City under the terms and provisions of the Garage Lease Agreement, (c) the entry into a cooperation agreement between the City and the Authority under the terms and provisions of the Cooperation Agreement Series 2006 Bonds, (d) the assignment of the professional design and engineering services agreement under the terms and provisions of the Assignment of Professional Services Agreement, (e) the parking permit for use by the full -time employees of Cingular Wireless, LLC under the terms and provisions of the Parking Permit, and (f) the subordination of the City interest in the Garage Lease Agreement under the terms and provisions of the Subordination Agreement are necessary, convenient and in furtherance of the governmental purposes of the City and are in the best interests of the City. SECTION 3 The Ground Lease Agreement, the Garage Lease Agreement, the Cooperation Agreement Series 2006 Bonds, the Assignment of Professional Services Agreement, the Parking Permit, and the Subordination Agreement in substantially the form presented to this meeting of the City Council and with substantially the same content are in all respects approved, authorized and confirmed. The President of the City Council or Vice President of the City Council is authorized and directed to affix her or his signature to the Ground Lease Agreement, the Garage Lease Agreement, the Cooperation Agreement Series 2006 Bonds, the Professional Services Assignment Agreement, the Parking Permit, and the Subordination Agreement in substantially the form and with substantially the same content as presented to this meeting, but with such changes, modifications, additions or deletions therein as the President or Vice President of the City Council and the City Attorney shall deem desirable, necessary or appropriate, the execution thereof to constitute conclusive evidence of their approval of any and all changes modifications, additions or deletions therein from the form of the document presented to this meeting. SECTION 4 The City Clerk is hereby authorized and directed to attest all signatures and acts of any official of the City Council or the City in connection with the matters authorized by this Resolution, and to place the seal of the City on the documents authorized and approved by this Resolution. The President or Vice President of the City Council and other officials of the City Council of the City are hereby authorized to execute and deliver for and on behalf of the City any and all additional certificates, documents and other papers and to perform all other acts that they may deem necessary or appropriate in order to implement and carry out the transactions and other matters authorized and contemplated by this Resolution. SECTION 5 NO PROVISION OF THIS RESOLUTION, THE GROUND LEASE AGREEMENT, THE ASSIGNMENT OF PROFESSIONAL SERVICES AGREEMENT, THE PARKING PERMIT, THE GARAGE LEASE AGREEMENT, THE COOPERATION AGREEMENT SERIES 2006 BONDS OR SUBORDINATION AGREEMENT SHALL BE CONSTRUED AS CREATING OR CONSTITUTING A GENERAL OBLIGATION OR OTHER INDEBTEDNESS OF THE CITY OR A MANDATORY PAYMENT OBLIGATION OF THE CITY IN ANY FISCAL YEAR BEYOND A FISCAL YEAR FOR WHICH THE CITY HAS APPROPRIATED AMOUNTS TO MAKE PAYMENTS THEREUNDER. SECTION 6 The City Council hereby determines and declares that (a) the rentals as set forth in the Garage Lease Agreement and the percentage of debt service set forth in the Cooperation Agreement Series 2006 Bonds represent a reasonable value of the use of the Garage and do not exceed a reasonable amount so as to place the City under an economic or practical compulsion to renew the Garage Lease Agreement or to pay debt service under the Cooperation Agreement Series 2006 Bonds, and (b) the leasing of the Garage pursuant to Garage Lease Agreement and payment or debt service under the Cooperation Agreement Series 2006 Bonds will result in facilities of comparable quality and meeting the same requirements and standards as would be necessary if the construction, acquisition, improvement and equipping the Garage were performed by the City. INTRODUCED December 11, 2006 BY Randy Thurston Councilperson APPROVED: President of Cit Council ATTESTED BY: CITY CLERK