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Home My WebLink About12581As Amended Jan. 28, 2013 RESOLUTION NO. 12581 A RESOLUTION APPROVING MODIFICATION AGREEMENT NO. 5 BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, PUEBLO SPRINGS RANCH, LLC, A NEVADA LIMITED LIABILITY COMPANY, PUEBLO SPRINGS , LLC, AN ARIZONA LIMITED LIABILITY COMPANY, PUEBLO SPRINGS RANCH LLC, A DELAWARE LIMITED LIABILITY COMPANY AND PUEBLO LAND INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY RELATING TO MODIFICATION OF THE TERM “TRIGGERING EVENT” SET FORTH IN THE WARRANTY DEED AND RIGHT OF REVERSION DATED OCTOBER 22, 2007, AND MODIFIED ON DECEMBER 31, 2007, DECEMBER 22, 2008, JANUARY 11, 2010, AND FURTHER MODIFIED ON JANUARY 24, 2011 BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. Modification Agreement No. 5 dated January 28, 2013 between the City of Pueblo, Pueblo Springs Ranch, LLC a Nevada Limited Liability Company and Pueblo Springs , LLC an Arizona Limited Liability Company and Pueblo Springs Ranch LLC a Delaware Limited Liability Company and Pueblo Land Investors, LLC a Delaware Limited Liability Company relating to modification of the term “Triggering Event” set forth in the Warranty Deed and Right of Reversion dated October 22, 2007, modified on December 31, 2007, December 22, 2008, January 11, 2010 and further modified on January 24, 2011 has been modified again on January 28, 2013, copies of which are attached, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. Modification Agreement No. 5 changes the dates of the Triggering Event as follows: the Property, either in whole or in part, is not annexed to the City on or before January 31, 2014, or Grantee, on or before January 31, 2014, transfers, sells or conveys the Property or any portion thereof without Grantors’ prior written consent, which consent may not be unreasonably withheld or conditioned. SECTION 3. The President of the City Council is authorized to execute and deliver Modification Agreement No. 5 in the name of the City and the City Clerk is directed to affix the seal of the City thereto, attest same, and record an executed and acknowledged original thereof. SECTION 4. This Resolution shall become effective immediately upon final passage and approval. INTRODUCED: January 28, 2013 BY: Chris Kaufman As Amended Jan. 28, 2013 Background Paper for Proposed RESOLUTION DATE: JANUARY 28, 2013 AGENDA ITEM # Q-4 DEPARTMENT: PLANNING AND COMMUNITY DEVELOPMENT JULIE ANN WOODS, AICP/ASLA, DIRECTOR TITLE A RESOLUTION APPROVING MODIFICATION AGREEMENT NO. 5 BETWEEN THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, PUEBLO SPRINGS RANCH, LLC, A NEVADA LIMITED LIABILITY COMPANY, PUEBLO SPRINGS, LLC, AN ARIZONA LIMITED LIABILITY COMPANY, PUEBLO SPRINGS RANCH LLC, A DELAWARE LIMITED LIABILITY COMPANY AND PUEBLO LAND INVESTORS, LLC, A DELAWARE LIMITED LIABILITY COMPANY RELATING TO MODIFICATION OF THE TERM “TRIGGERING EVENT” SET FORTH IN THE WARRANTY DEED AND RIGHT OF REVERSION DATED OCTOBER 22, 2007, AND MODIFIED ON DECEMBER 31, 2007, DECEMBER 22, 2008, JANUARY 11, 2010, AND FURTHER MODIFIED ON JANUARY 24, 2011 ISSUE Should City Council approve Modification Agreement No. 5? RECOMMENDATION Approve the Modification Agreement. BACKGROUND Pursuant to the Warranty Deed and Right of Reversion dated October 22, 2007, including Modification Agreement No. 1 dated December 31, 2007, Modification Agreement No. 2 dated December 22, 2008, Modification Agreement No. 3 dated January 11, 2010, and Modification Agreement No. 4 dated January 24, 2011 between the City and Pueblo Springs Ranch, LLC, title to the property described therein commonly referred to as the “Lariat” will revert to Pueblo Springs Ranch, LLC a Nevada limited liability company, Pueblo Springs, LLC an Arizona Limited Liability Company, Pueblo Springs Ranch LLC a Delaware Limited Liability Company, and Pueblo Land Investors, LLC a Delaware Limited Liability Company, respectively, in the event of the occurrence of a Triggering Event. Modification Agreement No. 5 changes the dates of the Triggering Event as follows: the Grantor’s Property or the Additional Grantor’s Property is not annexed into the City on or before January 31, 2014, or Grantee, on or before January 31, 2014, transfers, sells, or conveys the Property or any portion thereof without Grantors’ prior written consent, which consent may not be unreasonably withheld or conditioned. FINANCIAL IMPACT . None Reception 1943231 05/16/2013 04:20:18 PM As Amended January 28, 2013 MODIFICATION AGREEMENT NO. 5 THIS MODIFICATION AGREEMENT NO. 5 is entered into as of January 28, 2013 by and between Pueblo Springs Ranch, LLC a Nevada limited liability company ( "Grantor ") and Pueblo Springs LLC an Arizona limited liability company, Pueblo Springs Ranch LLC a Delaware limited liability company and Pueblo Land Investors, LLC a Delaware limited liability company ( "Additional Grantors ") and the City of Pueblo ( "Grantee "). WHEREAS, Grantor and Grantee made and executed Warranty Deed and Right of Reversion dated October 22, 2007 and recorded on November 8, 2008 as Reception No. 1748310 of the records of the Pueblo County Clerk and Recorder (Deed "), and WHEREAS, Grantor and Grantee made and executed a Modification Agreement (No. 1) dated December 31, 2007 and recorded on January 23, 2008 at Reception No. 1755620 of the records of the Pueblo County Clerk and Recorder, and WHEREAS, Grantor and Grantee made and executed a Modification Agreement (No. 2) dated December 22, 2008 and recorded on January 14, 2009 at Reception No. 1792907 of the records of the Pueblo County Clerk and Recorder, and WHEREAS, Grantor and Grantee made and executed a Modification Agreement (No. 3) dated January 11, 2010 and recorded on February 17, 2010 at Reception No. 1833476 of the records of the Pueblo County Clerk and Recorder, and WHEREAS, Grantor and Grantee made and executed a Modification Agreement (No. 4) dated January 24, 2011 and recorded on April 1, 2011 at Reception No. 1871515 of the records of the Pueblo County Clerk and Recorder, and WHEREAS, Additional Grantors have acquired a portion of Grantor's Property, and WHEREAS, Grantor, Additional Grantors and Grantee desire to modify and amend the term "Triggering Event" as defined in the Deed. NOW, THEREFORE, in consideration of the foregoing and mutual covenants contained herein, Grantor, Additional Grantors and Grantee agree as follows: 1. The term "Triggering Event" set forth in Paragraph 3 of the Deed is hereby modified and amended to read as follows: As used in the Deed, "Triggering Event" means the occurrence of any of the following: the Property is not annexed to the city on or before January 31, 2008, the Grantor's or Additional Grantor's Property is not annexed to the City on or before January 31, 2014, or Grantee, on or before January 31, 2014, transfers, sells or conveys the Property or any portion thereof without Grantor's or Additional Grantor's prior consent, which consent may not be unreasonably withheld or conditioned. 1943231 MOD_AG 05/16/2013 04:20:18 PM Page: 2 of 6 R 36.00 D 0. 00 T 36.00 Gilbert O rtiz C /Recorder, Pueblo County, Co III PPS bill 'A kyi 11111 2. The Deed as amended and modified herein shall remain in full force and effect, binding upon, and inuring to the benefit of Grantor, Additional Grantor and Grantee. IN WITNESS WHEREOF, Grantor, Additional Grantors and Grantee have caused this Modification Agreement to be executed on the day and year first above written. GRANTOR: PUEBLO SPRINGS RANCH, LLC. A Nevada imited Li- • y Company By: k Name: Title: gft+ Os i5a Ct - ST ATE -b f ) ss. COUNTY OF LI p r 4 The foregoing instrument was acknowledged before me this 9 day of h 2013, by tl L(..10? / a? 54 e , the MRnk �n� ■M f, ,(of Pueblo Springs llanch, LLC, a Nevada Limited Liability Company, on behalf oTthe company. Witness my hand and official seal My commission expires: 13, b 019 ot01 b [SEAL] / Aip • • 1. f/ , �. Notary Public " :,,v , a�_ T. DAVENPORT ';f2 r Notary Public.. State of Nevada 4 - � � A nointment 060.04- 6533.1 ' ' ' �Y Appt Expites Feb 29, 2018 1943231 MOD AG 05/16/2013 04:20:18 PM Pa 3 of 6 R 36.00 D 0 .00 T 36.0 Gilbert O rtiz Clerk /Recorder, Pueblo County, Co • II! r � r �l 'IU � Ll l h 1 II I GRANTEE: CITY OF PUEBLO, A MUNICIPAL !�: I I B ■'� 4.1 ` 4 7- 1.1.— of the City Council Attest: - t______� •�� City Jerk STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this 2g day of , 20 , by S here (—.. NO LO OC President of the City Council of the City of ueblo, a Municipal orporation and 7 innQ bu s hell , City Clerk of the City of Pueblo, a Municipal Corporation. Witness my hand and official seal My commission expires: 8 -2i -2015 IS E A gENE BRAVO -NEFF NOT ARY PUBLIC '- I ±. ar PAIL 11 " L rr STATE OF COLORADO Notary Public 1943231 MOD AG 05/16/2013 04:20:18 PM Page: 4 of 6 R 36.00 D 0.00 T 36.00 Gilbert Ortiz Clerk /Recorder, Pueblo County, Co III E r 1*, BM ADDITIONAL GRANTOR: PUEBLO SPRINGS , LLC. An Arizona Limited Liability Company B G 041!! Y� Name: -G• 0 e iot r Title: //Act vAa. STATE OF A-R17....CDP ) ss. COUNTY i2. ) The foregoing instrument was acknowledged before me this c19 da of rtJ ft-e,1, 20_1_3, by Q /W iU t5 AWZN lJ , the 131 /NN A G � .. of Pueblo Springs , LLC, an Arizona Limited Liability Company, dn behalf of the company. Witness my hand and official seal My commission expires: c7r -ortie_016 [SEAL] j� JOLENE J GUNT : NOTARY PUBLIC - ARIZONA NotaryyP.lblic ., i PINAL COUNTY ° ° My Commission Expires �% October 48, 2018 1 1943231 MOD_AG 05/16/2013 04:20:18 PM Page: 5 of 6 R 36.00 D 0.00 T 36 .0 Gilbert O rtiz Clerk /Recorder, Pueblo Co unt 0 y, Co III MPAITU liti IilAl'ralAiPAtiiali 1111 ADDITIONAL RA OR: PUEBLO Pr . RANCH LLC A Del. i _ fz i ,rd Liability Company B .. .• Name: _ •fr. -�. Title: re. ,...)e..• STATE OF I .n -S ) ) ss. COUNTY OF -- 1-1 v i S ) The foregoing instrument was ackn - wledged befo me this o CZ day of r , 20 ( , by `(.. r:S e o.,rnrr\ , the f.Q..S; &Q -_ of Pueblo nd Invers, LLC, a Delaware Limit a ad Liability Company, on behalf of the company. Witness my hand and official seal My commission expires: t ∎ a� . •1° 1 ,...Q.....,_ [SEAL] -�.__ _ , ,-...46.,.....- `� N )ta TRACY L LAN(3FORD ri l : MY COMMISSION EXPIRES "s' V i July 25, 2015 1943231 MOD AG 05/16/2013 04:20:18 PM Page: 6 of 6 R 36.00 D 0.00 T 36.00 • Gilbert Ortiz Clerk /Recorder, Pueblo County, Co III PEI Y1° I i ii 1 l l l F j ai rl 1 111 ADDITIONAL GR • NTOR: PUEBLO LAND I VESTORS, LLC. A Dela d Liability Company Iliew- By: Name: imEriffivav Title: 44)115 5/64/ 1 STATE OF ` ) ) ss. COUNTY OF (Q ) 0 The foregoing instrument was acknowledged before me this $9 day of %.,_l — - , 20 / , by R- - 81.66k Gam- , the 10a, k' .1 /ii /_ ,c, of Pueblo and In ,^.tors, LLC, a Delaware Limited Liability Company, on behalf oft co - •any. Witness my hand and official seal My commission expires: (q. 9-015 [SEAL] d ,, N,. DORRA TANG it / "_ to Notary PubNc- StateofArizona Notary Public 3, � OA COUNTY My Commission Expires August 19, 2015