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HomeMy WebLinkAbout12887RESOLUTION NO. 12887 A RESOLUTION APPROVING MODIFICATION AGREEMENT NO. 6 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, JANUARY 24, 2011, AND FURTHER MODIFIED ON JANUARY 28, 2013 BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. Modification Agreement No. 6 dated January 27, 2014 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, January 24, 2011 and further modified on January 28, 2013 has been modified again on January 27, 2014, copies of which are attached, having been approved as to form by the City Attorney, is hereby approved. SECTION 2. Modification Agreement No. 6 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, 2017, or Grantee, on or before January 31, 2017, 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. 6 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 27, 2014 BY: Chris Kaufman Councilperson Background Paper for Proposed RESOLUTION DATE: JANUARY 27, 2014 AGENDA ITEM # M-9 DEPARTMENT: PLANNING AND COMMUNITY DEVELOPMENT STEVEN MEIER, DIRECTOR TITLE A RESOLUTION APPROVING MODIFICATION AGREEMENT NO. 6 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, JANUARY 24, 2011, AND FURTHER MODIFIED ON JANUARY 28, 2013 ISSUE Should City Council approve Modification Agreement No. 6? 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, Modification Agreement No. 4 dated January 24, 2011, and Modification Agreement No. 5 dated January 28, 2013 between the City and Pueblo Springs Ranch, LLC, a Nevada Limited Liability Company, 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, in the event of the occurrence of a Triggering Event. Modification Agreement No. 6 changes the dates of the Triggering Event as follows: the Grantor’s Property or the Additional Grantor’s Property is not annexed to the City on or before January 31, 2017, or Grantee, on or before January 31, 2017, 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 1967421 02/12/2014 MODIFICATION AGREEMENT NO. 6 THIS MODIFICATION AGREEMENT NO. 6 is entered into as of January 27, 2014 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. 3, 1748310 of the records of the Pueblo County Clerk and Recorder (Deed "), and a . ` 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. o mm m 1755620 of the records of the Pueblo County Clerk and Recorder, and No WHEREAS, Grantor and Grantee made and executed a Modification Agreement m� � (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 Gco WHEREAS, Grantor and Grantee made and executed a Modification Agreement 2,:., (No. 3) dated January 11, 2010 and recorded on February 17, 2010 at Reception No. N 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, Grantor and Grantee made and executed a Modification Agreement (No. 5) dated January 28, 2013 and recorded on May 16, 2013 at Reception No. 1943231 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, either in whole or in part, 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, 2017, or Grantee, on or before January 31, 2017, 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. 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 Grantors 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 Limited Lability Company By: 14-(1, Name: Pt e-L- .4c.o !--- ..c o M Title: (h...ka- 04-6.;:s 2 a cn � ff mm;* STATE OF Ait J A-AA a � ) SS. Na' COUNTY OF (") �� ) Din The foregoing instrument was acknowledged before me this ■ 1 day of m ''®- -T,tymi -n , 20 j y, by /M, oI e I )- , the M,c ore C' of Pueblo o',o N S prings Ranch, LLC, a Nevada Limited Liability Company, on behalf of the company. k•- 0 � - Witness my hand and official seal N My commission expires: . d•GI 1 d0l6 [SEAL] fk. • / Notary Public aAss► a a a a a w w► s.. T. DAVENPORT �,ti �;+ ;• Notary Public, State of Nevada Appointment No. 04. 883334 1 ' My Appt. Expires Feb 29, 2016 9 • ADDITIONAL GRANTOR: PUEBLO SPRINGS, LLC. An Arizona Limited Liability Company By: Arcus Private Capital Solutions, LLC An Arizona limited liability company, Its, Manager By: C 4 Name: C. Dennis Barney Its: Manager STATE OF M 2.0 4 ss. COUNTY OF MAQtcpg" ) The foregoing instrument was acknowledged before me this 24 day of -14n►v4LY , 20 , by c DF441.11S �i , the M *'7- of Pueblo Springs, LLC, an Arizona Limited Liability Comp ny, on behalf of the company. Witness my hand and official seal My commission expires: 1 - 1 - 17 ez T. TYLER WRIGHT [SEAL] ° Notary Public - State of Arizona rzx MARICO'A COUNTY My Commission Expires August 10, 2017 Notary P b 'c 1967421 MOD_AG 02/12/2014 02:08:49 PM Page: 3 of 6 R 36.00 D 0.00 T 36.00 Gilbert Ortiz Clerk /Recorder, Pueblo County, Co ADDITIONAL G'I TOR: PUEBLO SPRI t. S RANCH, LLC. A Delaware Li ■ ed Liability Company By: �I Name: H 7-/ .r'>,/c 7-. .d Title: MAIA 6 /•u G - 444 Ad ic'l'Z STATE O .G% G;2''' .-) ) / ) ss. COUNTY O' fin. ) The foregoing instrument i wa i s acknowledged before me t day of , 204 by 7iz X��i l , the in 2 ,/,,., /,,� _ of Pueblo Springs Ranch, LLC, a Delaware Limited Liability Company, do behalf tithe company. Witness my hand and official seal My commission expires: L /� 7 [SEAL] , ' , / , _ C / ■ - .. !,% No -- .-'' ub'c BECKY 8. MANNIBAN if NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20094012987 MY COMMISSION EXPIRES 05/04/2017 1967421 MOD_AG 02/12/2014 02:08:49 PM Page: 4 of 6 R 3 D 0.00 T1 36.00 Gilbert O rtiz Clerk /Recorder, Pueblo County, Co III k FOrlIFIVIAILIChIAIA111011 11111 ADDITIONAL GRANTOR: PUEBLO LAND INVESTORS, LLC. A Delaware Limited Liability Company By: - Name: .6-1,u In-zetioco Title: (\MVtO 3 X STATE OF P-R1Z0N A ) ss. COUNTY OF MA Ca C O e Pr ) The foregoing instrument was acknowledged before me this oC day of a tAt V , 20 luf , by CsIA.I.A t 1 Q C D , the Milt( gel of Pueblo Land Invest rs, LLC, a Delaware limited Liability Company, on behalf of the company. Witness my hand and official seal My commission expires: OSll q aot 5 [SEAL] Notary Public 4' 1 A MILE CAPEZZUTO Notar; Public - Ariz Maricopa County • qt • Expires 05/15/2015 1967421 MOD AG 02/12/2014 02:08:49 PM Pag 5 of 6 R 36 D 0.00 T1 36.00 Gilbert Ortiz Clerk /Recorder, Pueblo County, Co III 1 V iI + N AKA: r�1�WAL I 1111 GRANTEE: CITY OF PUEBLO, A MUNICIPAL CORPORATION s 6 t o \ c : I)L I �4. le... '' 4 # 1 4 s President of the City C R1 it irtooms11111 4 y ,,,� , ,,..�. oy Attest: • 14,44.100.------. v City erk STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this 67 - 1 44'1 l ! ' day of 70nuarL , 201(4 , by 80110/1 K. CaP-P , President of the City Council of the City of Pueblo, a Municipal Corporation and Gina Dutr.her , City Clerk of the City of Pueblo, a Municipal Corporation. Witness my hand and official seal My commission expires: Alarc/1a9,16 /7 [SEAL] 4 r, •/ • .. ry Public 1 JEANETTE R. GONZALES NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20134016224 MY COMMISSION EXPIRES MARCH 29, 2017 1967421 MOD_AG 02/12/2014 02:08:49 PM Page: 6 of 6 R 36.00 D 0. T 36.00 , Co Gilber Ortiz C lerk /Recorder Pueblo Count 1111 �I�dali � ��'I All I�.�'�Ih�+r:4w la ®I 111