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12888
RESOLUTION NO. 12888 A RESOLUTION APPROVING THE ACQUISITION BY THE CITY OF PUEBLO, A MUNICIPAL CORPORATION FROM THE PEDCO FOUNDATION, INC., A COLORADO NON-PROFIT CORPORATION OF 317 N. MAIN STREET, PUEBLO, CO 81003 AND 310 COURT STREET, PUEBLO, CO 81003, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE AGREEMENTS TO EFFECTUATE SAME BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The following instruments relating to the acquisition of 317 N. Main Street, Pueblo, CO 81003 and 310 Court Street, Pueblo, CO 81003, copies of which are attached hereto, having been approved as to form by the City Attorney, are hereby approved: A. Agreement to Sell and Purchase Real Estate B. Request to Release a Deed of Trust. C. Full Release of Colorado UCC-1 Financing Statement D. Assignment of Leases Agreement E. Settlement Agreement and Release The President of the City Council is authorized to execute and deliver said instruments in the name of the City and the City Clerk is directed to affix the seal of the City thereto. SECTION 2. The officers of the City are directed and authorized to perform any and all acts consistent with the intent of this Resolution and the attached instruments to effectuate the transactions described therein. SECTION 3. This Resolution shall become effective immediately upon passage and approval. INTRODUCED: January 27, 2014 BY: Steve Nawrocki Councilperson Background Paper for Proposed RESOLUTION DATE: January 27, 2014AGENDA ITEM # Q-1 DEPARTMENT: Law Department Daniel C. Kogovsek, City Attorney TITLE A RESOLUTION APPROVING THE ACQUISITION BY THE CITY OF PUEBLO, A MUNICIPAL CORPORATION, FROM THE PEDCO FOUNDATION, INC., A COLORADO NON-PROFIT CORPORATION OF 317 N. MAIN STREET, PUEBLO, CO 81003 AND 310 COURT STREET, PUEBLO, CO 81003, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE AGREEMENTS TO EFFECTUATE SAME ISSUE Should City Council approve the purchase by the City of 317 N. Main Street, Pueblo, CO 81003 and 310 Court Street, Pueblo, CO 81003 (“Property”) from the PEDCO Foundation, Inc. a Colorado non-profit corporation ("Foundation") for Ten Dollars ($10.00) and other good and valuable consideration? RECOMMENDATION Approve the Resolution. BACKGROUND The Property was acquired from QualMed, Inc., a Delaware corporation and Foundation Health Systems, Inc., a Delaware corporation, on August 5, 1999 when title to the Property was placed in the name of the Foundation. Since 1999, the Foundation has leased portions of the Property to various tenants, including Receivables Management Services, Inc., who have entered into employment agreements with the City. The Foundation’s operating expenditures for the Property have exceeded the rent collected from tenants. The Foundation’s payment of 2012 real property taxes for the Property was recently subsidized by funds from 1992-2016 Sales and Use Tax Capital Improvement Project Fund (“1/2 cent sales tax fund”). The Foundation is not able to pay the operating expenses of the Property and wishes to transfer ownership of the Property to the City. FINANCIAL IMPACT The City will be liable for the operating expenses of the Property to the extent that such expenditures exceed the amount of the rent collected. Under the Criteria Ordinance found at Sec. 14-4-85.1 of the Municipal Code, any “shortfall” would be eligible for reimbursement from the 1/2 cent sales tax fund. AGREEMENT TO SELL AND PURCHASE THIS AGREEMENT is made the 27th day of January, 2014, between the PEDCO Foundation, Inc., a Colorado non - profit corporation hereinafter called the Seller, and Pueblo, a Colorado municipal corporation, hereinafter called the Purchaser. 1. Property Defined. The Seller agrees to sell and convey and the Purchaser agrees to purchase, all that certain plat, piece, or parcel of land, with the buildings, fixtures, personal property and improvements thereon having the legal description set forth in Exhibit A, which is attached hereto and incorporated herein by reference, commonly known as the Pope Block, and having the common addresses of 317 N. Main Street, Pueblo, CO 81003 and 310 Court Street, Pueblo, CO 81003 (the "Property "). The Property shall be conveyed by Special Warranty Deed ( "Deed ") a form of which, marked as Exhibit 1, is attached hereto and incorporated herein by reference. The Property shall be conveyed subject to the conditions listed in Paragraph 4 of this Agreement and the exceptions listed in Exhibit B, which is attached hereto and incorporated herein by reference ( "Permitted Exceptions "). 2. Purchase Price. Purchaser shall pay the total purchase price of Ten Dollars (U.S. $10)( the "Purchase Price "). 3. Payment of Purchase Price. The Purchase Price shall be payable in full at Closing in cash, certified funds or immediately available wire transferred funds. 4. The premises are sold and are to be conveyed subject to: (a) Zoning and subdivision regulations and ordinances of the City of Pueblo. (b) Encroachments if any, upon the Property or abutting property. (c) Any statement of facts an accurate survey may show. (d) Covenants, reservations, rights of way, easements and restrictions of record, if any. Purchaser acknowledges that, at Closing, it shall accept the Property subject to those items contained in subparagraphs (a) through (d) together with other Permitted Exceptions, which provisions shall survive the Closing and shall not be merged with the Deed. 5. Reimbursement of Expenses Losses. Purchaser agrees to pay to Seller all documented and unpaid operating expense losses ( "Operating Expense Losses ") incurred by Seller in the management of the Property, which have been verified by the Purchaser. Purchaser acknowledges that invoices for certain of these Operating Expense Losses have been submitted to Purchase and are unpaid as of the date hereof, and that Seller will submit additional invoices for reimbursement of Operating Expense Losses after the Closing. Seller shall follow the 1 • ' established procedure for requesting reimbursement by submitting to the City of Pueblo Finance Department invoices, with documentation to support the Operating Expense Losses as reasonably requested by Purchaser, for all Operating Expense Losses incurred in connection with Seller's management of the Property prior to and through the date of Closing. Purchaser agrees that it will pay to Seller the full amount of all documented Operating Expense Losses in accordance with the parties' past practice and course of conduct. If the balance of funds in the City Escrow Account is insufficient to pay Seller's Operating Expense Losses, any unreimbursed Operating Expense Losses, which have been verified by the City, shall be paid out of the City's 1992 to 2016 Sales and Use Tax Capital Improvement Projects Fund. 6. Closing Time and Place. Closing of the transaction contemplated hereby ( "Closing ") shall be held at the offices of the Pueblo City Attorney, 1 City Hall Place, 3rd Floor, Pueblo, CO 81003 at a date and time as agreed by Seller and Purchaser. 7. Closing Costs. All costs and expenses incident to this transaction and the Closing thereof shall be paid by the party incurring same. 8. Leases. At Closing, Seller agrees to disclose, provide copies of and assign to Purchaser, without recourse, any and all leases to the Property entered into by Seller, which are in force and effect on the date of Closing. 9. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER'S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY "AS IS, WHERE IS, WITH ALL FAULTS." 10. Seller and Purchaser agree that the provisions of Paragraphs 5 and 9 shall survive Closing and the recording of the Deed. 11. All understandings and agreements heretofore had between the parties hereto are merged into this Agreement, which alone fully and completely expresses their agreement, and this Agreement is entered into after full investigation, neither party relying upon any statement or representation, not embodied in this Agreement, made by the other. 12. This Agreement may not be changed or terminated orally. 2 • 13. The stipulations in this Agreement are to apply to and bind the heirs, executors, administrators, successors, and assigns of the respective parties. 14. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. 15. Applicable Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY, STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF COLORADO. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 15SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE DEED HEREUNDER. TO THE EXTENT PERMITTED BY LAW, PURCHASER AND SELLER WAIVE THEIR RIGHTS TO A TRIAL BY JURY. 16. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing. 17. The following schedules or exhibits attached hereto shall be deemed to be an integral part of this Agreement: (a) Exhibit 1 — Form of Special Warranty Deed (b) Exhibit A — Legal Description (c) Exhibit B — Permitted Exceptions 18. The section headings appearing in this Agreement are for convenience of reference only and not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. 19. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. 3 • 20. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 21. Purchaser shall not record this Agreement or any short form memorandum of this Agreement. Executed at Pueblo, Colorado, the day and year first above written. PURCHASER: CITY OF PUEBLO, CO A MUNICIPAL CORPORATION By G1 7(/ / ta - A6 ity Council Presiden ATTESTED BY: CI cA:„„,,,c - -z...,sc__Q-■52)\- CLERK SELLER: PEDCO Foundation, Inc. Colorado non - profit corporation ' By )Nt rro Tammy Fesmire, esident STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this F. day of T r}UAR`! , 2014, by Tammy Fesmire, as President of the PEDCO Foundation, Inc., a Colorado non - profit corporation. Witness my official hand and seal. �: I. �`;;, A a us i 8 a O 15 y �( , � . , Expires: � •• ..o•.0 0 .. . % , e • Not ublic itkLrI O. A�®1.�C... dr? 1 1 I^ •••.••• OAP OF CO\- me 4 `a.:., " Reception 1967574 02/14/2014 11:00:46 AM REQUEST FOR FULL © /PARTIAL RELEASE OF 1)EED OF TRUST AND RELEASE BY II0LPER OF THE: EVIDENCE OF DEBT WITH PRODUCTION OF EVIDENCE OF DEBT PURSUANT TO 838-39-102 (1) (a), COLORADO REVISED STATUTES January 27, 2014 Date PEDCO Foundation, Inc. Original Grantor (Borrower) 301 N. Main Street, Pueblo, CO 81003 Current Address of Original Grantor, Assuming Party, or Current Owner Check here if current address is unknown City of Pueblo, Colorado, a Colorado municipal corporation Original Beneficiary (Lender) July 8, 1999 • - bite of Deed of Trust • Date of Recording and/or Re-Recording of Deed August 10, 1999 of Trust Reception No.: 1293155 Recording Information County Rcpt. No. arr.Cur Film No. and/or Book/Page No. and/or Torrens Reg. No. TO TI IE PUBLIC TRUSTEE OF Pueblo COUNTY (The County of the Public Trustee who is the appropriate grantee to whom the ::)vnve Deed of Trust should grant an interest in the property described in the Deed of Trust.) PLEASE EXECUTE AND RECORD A RELEASE OF THE DEED OF TRUST DESCRIBED ABOVE. The indebtedness secured by the Deed of Trust has been fully or partially paid and/or the purpose of the Deed of Trust has been fully or partially satisfied in regard to the property encumbered by the Deed of Trust as described therein as to a full release or, in the event of a partial release, only that portion of the real property described as: (IF NO LEGAL DESCRIPTION IS LISTED THIS WILL BE DEEMED A FULL RELEASE) City' of Pueblo, Colorado Name and Address of Current 'folder of the Evidence of Debt Secured by Deed of Trust (Lender) Sandra K. Miff. City Council President, 200 S. Main Street, Pueblo, CO 81003 Name, Title and Address of Officer, Agent, or Attorney of Current Holder S, — ,Ettf UJ Signature \ eo ►...... t ••••".r a . 9 I, State Of Colorado , County of Pueblo The foregoing Request for Release was acknowledged before me i • } • on January 27, 2014 (date) by* . • (Nutap• sit) Sandra K. Daff, President of the City Council of the City of Pueblo, ' I t t N :.A G� 6 Colorado t t A 9 j k OF B e 4 . ) f 1_53. (j 15 Date Commission Expires __ • 1faal> 1 e, insert talc . oll,cer and name of current holder No Q' blic Witness my hand and official seal RELEASE OF DEED OF TRUST \VI- IEI:EAS, the ( ❑ntor(s) named above, by Deed of Trust, granted certain real property described in the Deed of Trust to the Public Trustee of the County referenced above, in the State of Colorado, to be held in trust to secure the payment of the indebtedness re Cured to therein', and WHEREAS, the indebtedness secured by the Deed of Trust has been fully or partially paid and/or the purpose of the Deed of Trust has been fully or pa, t cly satisfied according to the written request of the current holder'of the evidence of debt; NOW '111ERU !:;, in consideration of the premises and the payment of the statutory sum, receipt of which is hereby ackno„'r;i ed,1, a .I,; Public Trustee in the County named above, do hereby fully and absolutely release, cancel and forever discharge the Decd of Trust or that portion of the real property described above in the Deed of Trust, together with all privileges and avow thereto bctonging. tic Trustee Date Public Trustees Seal) _ STATE OI , COUNTY OF PUEBLO • posy Public rustee P s •1 Signed to r scan P. Thurston, Deputy V Co 4 - O C, 1 ubltc Tni: On February 12, 2014 -,\,1` ` 4 (vO rAR1 "PION NO LONGER REQUIRED IN (If applic,ati ' i ? L COLOP.A.. 'PER SIAIUTE38 -35 -106 C.R.S.) u Il - aI i, ._Y :e .. 71 17ic:51 7e, Nome ow; .,11 ess of Person Creating New Legal Description as Required by f 38- 35- 106.5, Colorado Revised ^� LO 5: 2uU9 CP"I A All , .,;rvcd. .. . w i t a`e`IC TN USS``,•• Reception 1293195 08/10/1999 12:03P • DEED OF TRUST THIS INDENTURE, Made on July c , 19 between PEDCO Foundation, Inc. CANCELLED) D) a corporation duly organized and existing under and by virtue of the laws of the statc of Colorado AND whose address is 301 N. Main Street, Pueblo, CO 81003 hereinafter referred to as grantor, and the Public Trustee of the *County of RELEASE* Pueblo , State of Colorado, hereinafter referred to as Public Trustee, te 1 - = = s WITNESSETH,%HDiC$WlaR1123t18, PUBLIC TRUST: hlraltRIM X /idiediktbi*NdieXIXONCX RdirargettiCteered )0Re lteiti to XXaCda 1110 NR poai.. WHEREAS, grantor and Pueblo a Municipal Corporation, 1 City. all Place, Pueblo, Colorado, 8100'3 (the "beneficiary") entered into .n Agreement dated as of June 28, 1999 whereby grantor agreed to pay .eneficiary the principal sum of $12.9 million without interest on or •efore December 31, 2009 (the "Indebtedness ") and to perform certain ether obligations therein described (the "Agreement"), and ,WHEREAS,`grantor is desirous of securing payment of the indebtedness and performance of the Agreement on its part to be •erformed, and WHEREAS, whenever the term "promissory note" or "note" is sed herein it shall mean and include the Agreement and grantor's .bligation to pay the Indebtedness to beneficiary. xmN IfistERWAcamsmaclintocteilaucafiancatagoapcocraxkbootocital =Atm 2 kaigtxpoaoxaXaoacksa kw* saYactisaagIXXocatscattgffixbaorradx NOW THEREFORE, the grantor, in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust forever, the following described property, situate in the County of Pueblo , State of Colorado, to wit: The real property described in the attached Exhibit "A" and all improvements located thereon 310 N. Main Street and 310 Court Street Pueblo, Colorado 81003 also known by street and number as: assessor's schedule or parcel number. N / A J 'If in Denver, insert "City and ". lR No. 23. Rev. 3 - 98. DEED OF TRUST (Corporation) With Doc on Solo Clause Copyright 1988 Bradford Publishing, 1743 Wa,cc St., Dcnvcr, CO 80202 — (303) 292-2300 — 8-98 . 1 10111 11111 11 111 111 111 11 1111 10 1111111 III 11111 III 101 • • 1293155 08/10/1999 12:03P TD Chris C. Nuns 2 of 4 R 20.00 D 0.00 Pueblo Ciy Clk $ Rec. TO HAVE AND TO HOLD the same, together with all and singular the privileges and appurtenances thereunto belonging: In trust nevertheless, that in case of default in the payment of said note, or any of them, or any part thereof, or in the payment of the interest thereon according to the tenor and effect of said note, or any of them, or in the payment of any prior encumbrances, principal or interest, if any, or in case default shall be made in or in case of violation or breach of any of the terms, conditions, covenants or agreements herein contained, the beneficiary hereunder or the legal holder of the indebtedness secured hereby may declare a violation of any of the covenants herein contained and may elect to advertise said property for sale, and demand such sale by filing a notice of election and demand for sale with the Public Trustee. Upon receipt of such notice of election and demand for sale, the Public Trustee shall cause a copy of the same to be recorded in the recorder's office of the county in which said property is situated. The Public Trustee shall then give public notice of the time and place of sale by advertisement to be published for four weeks (once each week for five successive weeks) in some newspaper of general circulation at that time published in the county or counties in which said property is located. A copy of such notice shall be mailed within ten days after the date of the first publication thereof to the grantor at the address given herein, to such person or persons appearing to have acquired a subsequent record interest in said property at the address given in the recorded instrument, and to any other person or persons as may be provided by law. It shall and may then be lawful for the Public Trustee to sell said property for the highest and best price the same will bring in cash and to dispose of the same (en masse or in separate parcels, as the said Public Trustee may think best), together with all the right, title and interest of the grantor. its successors or assigns therein, at public auction at any place as may be specified by statute and designated in the notice of sale. The Public Trustee shall make and give to the purchaser or purchasers of such property at such sale a certificate or certificates in writing describing such property purchased, and the sum or sums paid therefor, and the time when the purchaser or purchasers (or other person entitled thereto) shall be entitled to a deed or deeds therefor, unless the same shall be redeemed as is provided by law. The Public Trustee shall, upon demand by the person or persons holding the said certificate or certificates of purchase, when said demand is made, or upon demand by the person entitled to a deed to and for the property purchased at the time such demand is made, the time for redemption having expired, make and execute to such person or persons a deed or deeds to the said property purchased. Said deed or deeds shall be in the ordinary form of a conveyance, and shall he signed, acknowledged and delivered by the said Public Trustee and shall confirm the foreclosure sale and sell and convey to such person or persons entitled to such deed, the said property purchased as aforesaid and all the right, title, interest, benefit and equity of redemption of the grantor, its successors and assigns therein. The Public Trustee shall, out of the proceeds or avails of such sale, after fiat paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder or the legal holder of said note the principal and interest due on, said note according to the tenor and effect thereof, and all moneys advanced by such beneficiary or legal holder of said note for insurance, taxes and assessments, with interest thereon at per cent per annum, rendering the overplus, if any, unto the grantor, its legal representatives, successors, or assigns. Said sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against the grantor, its successors and assigns, and all other persons claiming the said property, or any part thereof, by, from, through or under the grantor, or any of them. The holder or holden of said note or notes may purchase said property or any part thereof; and it shall not be obligatory upon the purchaser or purchasers at any such sale to see to the application of the purchase money. If a release deed be required, it is agreed that the grantor, its successors or assigns, will pay the expense thereof. And the grantor, for its successors and assigns, covenants and agrees to and with the Public Trustee, that at the time of the ensealing of and delivery of these presents it is well seized of the said land and tenements in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; and that the same are free and clear of all liens and encumbrances whatever, except easements, rights of way, conditions, restrictions and reservations of record The grantor shall and will Warrant and Forever Defend the above bargained property in the quiet and peaceable possession of the Public Trustee, against all and every person or persons lawfully claiming or to claim the whole or any part thereof. Until payment in full of the indebtedness, the grantor shall timely pay all taxes and assessments levied on the property; any and all amounts due on account of principal and interest or other sums on any senior encumbrances, if any; and will keep all improvements on said lands in good repair insured against any casualty loss, including extended coverage, by a company or companies meeting the net worth requirements of the beneficiary hereof in an amount not less than the then total indebtedness, including senior encumbrances. Each policy shall contain a loss payable clause naming the beneficiary as mortgagee and shall further provide that the insurance may not be canceled upon less than ten days written notice to the beneficiary. At the option of the beneficiary, the original policy or policies of insurance shall be delivered to the beneficiary as further security for the indebtedness. Should the grantor fail to insure and deliver the policies or to pay taxes or assessments as the same fall due, or to keep the property in good repair, or to pay any amounts payable upon senior encumbrances, if any, the beneficiary may make such repairs or any such payments or procure any such insurance without being required to do so, and all monies so paid with interest thereon at the rate of 10 % per annum shall be added to and become a part of the indebtedness secured by this Deed of Trust and may be paid out of the proceeds of the sale of the properly, if not paid by the grantor. In addition, and at its option, the beneficiary may declare the indebtedness secured hereby and this Decd of Trust to be in default for failure to procure insurance or make any payments or repairs required by this paragraph. • ' . Milli 1111111111111111 Hill III 1111111 III 11111 11111111 1293133 08/10/1999 12 :03P TD Chris C. Mums 3 of 4 R 20,00 D 0.00 Pueblo Cty Clk 8 Roe. including grantor's interest in the lease between grantor and THE TPA, INC,,t,�telg. mortgaged, encumbered, leased, subleased, extended, renewed, (1 R1�?'ur�y pa?f 6f the property or an interest therein/ sold or transferred without beneficiary's prior written consent, cialtildlitPIX MOAMWOtoctiadicXXOCOMMOswm=00141100NWICRWW)T5056(WAINXMOOMMXXX9tWIUMWRW ZaGMitaXIFOIL CDSx4XHatWUtpUleASOO90MKDOWI NIMM6f WfiaXX0IKRIK Wlip itilktIOCIWIWK d 0OIOCW gfIbILI ]IZMIttlittXXXXlf IMOCKI m IxbdtismiXpthinc0 liixot tsx beneficiary may, at beneficiary's option, declare all the sums secured by this Deed of Trust to be immediately duc and payable. IDettikV yttl GXa oost actioCkowlitotora ocuma[1>CI = XtUrXiidOc4llIdO t SKattecim tstX t:pomatt1K9fbcoWdX7F0t1 cincbcD0incoalstW townkombagoluacCIRWkigEsillioxViatitlR Wiat faltata4 D4x X=I Dfaea6v¢XDQLmekilawaxdatctC Itocixtxnap %04clubc s0D0tmaloaocxx1Sta t0oftld7tkit0DD6 jegOt 1W ilmot31Mbital/CMDp]tlidlkaptax AND THAT IN CASE OF ANY DEFAULT, Whereby the right of foreclosure occurs hereunder, the Public Trustee or the holder of said note or certificate of purchase, shall at once become entitled to the possession, use and enjoyment of thc property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any there be: and such possession shall at once be delivered to the Public Trustee or the holder of said note or certificate of purchase on request, and on refusal, the delivery of such possession may be enforced by the Public Trustcc or the holder of said note or certificate of purchase by any appropriate civil suit or proceeding, and the Public Trustee, or the holder of said note or certificate of purchase, or any thereof, shall be entitled to a Receiver for said property, and of the rents, issues and profits thcrcof, after such default, including the time covered by foreclosure proceedings and the period of redemption, if any there be, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the grantor or of the then owner of said property and without regard to the value thcrcof, and such Receiver may be appointed by any court of competent' jurisdiction upon ex partc application and without notice — notice being hereby expressly waived — and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver to the payment of the indebtedness hereby secured, according to the law and the orders and directions of the court. AND, That in case of default in any of said payments of principal or interest, according to the tenor and effect of said promissory note aforesaid, or any of them, or any part thereof, or of a breach or violation of any of the covenants or agreements herein, by the grantor, its successors or assigns, then and in that case the whole of said principal sum hereby secured, and thc interest thereon to the time of thc sale, may at once, at the option of the legal holder thereof, become due and payable, and the said property'be sold in the manner and with the same effect as if said indebtedness had matured, and that if foreclosure be made by thc Public Trustee, an attorney's fee of a reasonable amount for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the cost of foreclosure, and if foreclosure be made through the courts a reasonable attorney's fee shall be taxed by the court as a part of the cost of such foreclosure proceedings. It is further expressly understood and agreed that all the covenants and agreements herein contained shall extend to and be binding upon the successors and assigns of the respective parties hereto. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WIIEREOR thc grantor has caused its corporate name to be hereunto subscribed by its President, and its corporat I b sere aft t , attested by its Secretary 'on the day lirst written above. ausr. PFf1Cn FOHNHA �,: TNf Sec etary By �� fi ` _ • (SEAL) Walter L. Bassett l Chairman State of Colorado l ss. County o Pueblo 1 The foregoing instrument was acknowledged before me this 8th day of Ju ly , 1999 J by Walter L. Bassett as Chairman and Rolf Anderson a rotary or P FOUNDATION , INC . , a corporation. , ,�,• ,. � \ S Notary Public tiilsaatq ;rtt et4 2/14/2003 l'ium Attar w ustletfoh Creating Newly Created Legal Description (138.55. 106.3, CR.B.) • • • 11111111 11111111111111111111111111111111111111111111111 128 C. 4 of 4 R 20.00 0 0.00 P ueblo Cty Clk & Roo. LEGAL DESCRIPTION PARCEL 1: All of Lot . 9 and the North 61.00 feet of the West 5.70 feet of Lot 10, Block 33 of the platted.Plen of Pueblo filed: March 1869, also known and designated as Parcel A on.the ,,•= Reariangement of Proparty Boundaries -of -Lots 9, lo, and 11, Block 33, Plan of Pueblo, located in the NE 1/4 of Section 36, Township 20 South, Range 65 Weet, of the 6th Y.M., recorded October 30, 1997, at Instrument No. 1191914, together with that portion of vacated alley adjacent to said lots, Pueblo County, Colorado. PARCEL 2: 411 of that portion of Block 33 in the Town, now City of Pueblo, according to the plan of Pueblo made for the Probate Judge of Pueblo County, H.M. Fosdick, Engineer, in March 1869, bounded and described as follows: 3EGINNING at the point of intersection of the South line of Fourth Street with the East line of Court Street, thence South and along the East line of Court Street 119.85 feet to :he point of intersection of the East line of Court Street with the North line of the alley in said Block 33; thence Easterly and along the North line of the alley in said neck 33 140.02 feet to a point, thence Northerly and parallel with the East line of :curt Street 119.71 feet to a point in the South line of Fourth street: thence Westerly and along the South line of Fourth Street 140.02 feet to the POINT OF BEGINNING, being :he same property sometime's described as lots 6, 7, 8, and the West 8 feet of Lot 5, Block 33, of the Town, now City of Pueblo, according to the plan of Pueblo made for the Probate Judge of Pueblo County by H.M. Fosdick, Engineer in March 1869, together with :hat portion of vacated alley adjacent to said lots. PARCEL 31 the Northerly 71.05 feet of Loco 1, 2, and 3, all of Lot 4, the East 36 feet in width of .ot 5 and the South 48.38 feet of the West 41.33 feet of Lot 3, Block 33, in that part of :he present City of Pueblo which was surveyed and platted by H.M. Fosdick, Civil Engineer tor the Probate Judge of said Pueblo County, in March 1869. 1 Y Colorado. - • all 1n Count :., _.of.Pueblo, State of .Colo . ' -- EXHIBIT "A" • Reception 1967623 02/14/2014 02:10:10 PM FULL RELEASE OF COLORADO UCC -1 FINANCING STATEMENT January 27, 2014 Date PEDCO Foundation, Inc. Original Grantor (Borrower) 301 N. Main Street, Pueblo, CO 81003 Current Address of Original Grantor, Assuming Party, or Current Owner 0 Check here if current address is unknown City of Pueblo, Colorado, a Colorado municipal corporation Original Beneficiary (Lender) July 8, 1999 Date of Financing Statement Date of Recording and/or Re- Recording of August 10, 1999 Financing Statement Reception No.: 129315 Recording Information County Rcpt. No. and /or Film No. and /or Book/Page No. and /or Torrens Reg. No. City of Pueblo, Colorado Name and Address of Current Holder of the Evidence of Debt Secured by Deed of Trust (Lender) Sandra K. Daff, City Council President, 200 S. Main Street, Pueblo, CO 81003 Name, Title and Address of Officer, Agent, or Attomey of Current Holder FULL RELEASE OF COLORADO UCC -1 FINANCING STATEMENT WHEREAS, the indebtedness secured by the Financing Statement has been fully paid and/or the purpose of the Financing Statement has been fully satisfied according to the current holder of the evidence of debt; NOW THEREFORE, in consideration of the premises, I, on behalf of the City of Pueblo, Colorado, do hereby fully and absolutely release, cancel and forever discharge the Colorado UCC -1 Financing Statement on the real property described in the Financing Statement, together with all privileges and appurtenances thereto belonging. Of2./7 elltaj,;k .4.4041■ 0. TA t A6 ', Signature re , o State of Colorado , County of Pueblo o 2 The foregoing Request for Release was acknowledged before me ��� e� 5 c n on January 27, 2014 (date) by* �� ✓' °� w LCs0 �i Sandra K. Daff, President of the City Council of the City of Pueblo, � °° ' ' °° 4' 4 Colorado NF Olt �tw js-}- �' 1 C.(7 15 Date Commission Expires � r � � 'a, *If applic le, insert title of officer and name of current holder Not. bile Witness my hand and official seal ASSIGNMENT OF LEASES AGREEMENT THIS AGREEMENT is entered into this 27th day of January, 2014, by and between the City of Pueblo, Colorado, a municipal corporation ( "City ") 200 South Main Street, Pueblo, Colorado 81003 and the PEDCO Foundation, Inc., a Colorado non - profit corporation ( "Foundation ") 301 North Main Street, Suite 200, Pueblo, Colorado, 81003. Recitals WHEREAS, by a separate agreement, City has agreed to purchase from Foundation, the real property commonly known as the Pope Block commonly known as 317 N. Main Street, Pueblo, CO 81003 and 310 Court Street, Pueblo, CO 81003 ( "Property "); and WHEREAS, the Property is subject to lease agreements between the Foundation and various tenants ( "Leases ") copies of which, marked as Exhibit A are attached hereto and are incorporated herein by reference; and WHEREAS, should the parties close the purchase and sale transaction of the Property, Foundation wishes to assign the Leases to the City. NOW, THEREFORE in consideration of the foregoing recitals and the terms, conditions and mutual promises set forth in this agreement, the parties agree as follows: 1. Assignment. For value received, Foundation hereby assigns to City all of its right, title and interest in and to the Leases. 2. Assignment without recourse. Foundation assigns the Leases to the City without recourse. 3. Assumption. City hereby accepts the assignment, and assumes and agrees to observe, perform and otherwise discharge when due the obligations of lessor under the Leases 4. Effective date. This Assignment of Leases shall become effective on the day of closing of the sale of the Property by Foundation to City. 5. Condition precedent. This assignment is contingent upon the closing of the sale of the Property by Foundation to the City. In the event that said closing does not occur, this assignment agreement shall be null and void. City of Pueblo, a Municipal Corporation Attest: _ By A ‘'./ t. City o j erk Presto t of City Council %, PEDCO Foundation, Inc. Colorado non - profit corporation By: ILAtf4hL ._ $_!VLI Tammy Fesmire, - sident STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this X1 day of F_ , 2014, by Tammy Fesmire, as President of the PEDCO Foundation, Inc., a Colorado n n- profit corporation. Witness my official hand and seal. My Commis en Expires: AU511fi4- 15 s e O 00 � +�, i c. ' °• - "p 1 o o Not.. Public I o m 0 O ®® 9 a r � 0 � v .K SETTLEMENT AGREEMENT AND RELEASE This Settlement Agreement and Release ( "Settlement Agreement ") is entered into as of this 27th day of January, 2014 by and between the City of Pueblo, a Colorado municipal corporation, 1 City Hall Place, Pueblo, CO, 81003 ( "City ") and the PEDCO Foundation, Inc., a Colorado nonprofit corporation, 301 N. Main St., Suite 200, Pueblo, CO, 81003 ( "Foundation "), Witnesseth: RECITALS: A. In furtherance of a job creating capital improvement project, the City and Foundation entered into the following agreements: (1) Agreement dated June 28, 1999 relating to the acquisition and lease of the QualMed Building located at 317 N. Main Street, Pueblo, CO 81003 (the "Property "); (2) Agreement dated March 24, 2008 concerning the Property which related to the transfer of funds from the 1999 Escrow Account deposited with the Community First National Bank to an escrow account established in the office of the City's Director of Finance ( "City Escrow Account "). B. Foundation wishes to sell the Property to the City; C. City and Foundation wish to cancel the June 28, 1999 Agreement and the March 24, 2008 Agreement, respectively, and to release and discharge one another of any and all liabilities incurred in connection with said agreements. AGREEMENT In consideration of the foregoing Recitals and mutual covenants contained herein, City and Foundation agree as follows: 1. Foundation has submitted, or will submit as soon as reasonably possible, to the City's Finance Department all invoiced and unpaid operating expense losses ( "Operating Expense Losses ") incurred by Foundation in the management of the Property. 2. City agrees to pay to Foundation the documented Operating Expense Losses out of the City Escrow Account. If the balance of funds in the City Escrow Account is insufficient to pay Foundation's Operating Expense Losses, any unreimbursed Operating Expense Losses, which have been verified by the City, shall be paid out of the City's 1992 to 2016 Sales and Use Tax Capital Improvement Projects Fund. 1 • 3. This Settlement Agreement is duly authorized, executed and delivered by City and Foundation and is a legal, valid and binding obligation of the parties enforceable in accordance with its terms. The parties have taken all actions and obtained all consents required to enter into this Settlement Agreement and perform its obligations hereunder. 4. The Recitals and all matters contained therein are true, correct and accurate. 5. Except for the payment obligation set forth in paragraph 2 supra., Foundation completely releases and forever discharges City and all officers, agents, employees, successors and assigns of City of and from and against all past, present or future claims, demands, obligations, actions, causes of action, rights, damages and costs of any nature whatsoever, whether based on a tort, contract or any other theory of recovery, which Foundation now has, or which may hereafter accrue or otherwise be acquired, on account of or in any way growing out of or related to the agreements between the parties dated June 28, 1999 and March 24, 2008, respectively. 6. City completely releases and forever discharges Foundation and all officers, agents, employees, successors and assigns of Foundation of and from and against all past, present or future claims, demands, obligations, actions, causes of action, rights, damages and costs of any nature whatsoever, whether based on a tort, contract or any other theory of recovery, which City now has, or which may hereafter accrue or otherwise be acquired, on account of or in any way growing out of or related to the agreements between the parties dated June 28, 1999 and March 24, 2008, respectively. 7. Time is of the essence hereof. This Settlement Agreement contains the entire understanding between City and Foundation with respect to the matters herein set forth and shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 8. This Settlement Agreement shall be construed and interpreted in accordance with the laws of the state of Colorado. In the event of any litigation arising out of this Settlement Agreement, the court shall award to the prevailing party its costs, expenses and reasonable attorney fees. Venue for any such litigation shall be Pueblo, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, 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. 9. Any notice 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, 200 S. Main Street, Pueblo, CO 81003, with a copy to City Attorney, 1City Hall Place, 3 Floor, Pueblo, CO 81003; 2 • • (b) if to Foundation, President of the PEDCO Foundation, 301 N. Main St., Suite 200, Pueblo, CO, 81003. or to such other person or address as either party shall specify in written notice given to the other parties pursuant to this paragraph. 10. The provisions of this Settlement Agreement are for the exclusive benefit of the parties hereto, and no third party shall be a beneficiary, or have any rights by virtue of this Settlement Agreement. 11. This Settlement Agreement may be executed in any number of counterparts, and each counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. 12. All parties agree to cooperate fully and execute any and all supplementary documents and to take all additional actions which may be necessary or appropriate to consummate the transaction herein contemplated and to give full force and effect to the basic terms and intent of this Settlement Agreement. Executed at Pueblo, Colorado, the day and year first above written. PUEBLO, A MUNICIPAL CO' 'ORATION ByP l ' - Ab Press • ent of the City Coun df0 Attest: City Cl k PEDCO Foundation, Inc. Colorado non -profit corporation By: • uti.. imA..1 ' Tammy Fesmir.4'resident STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO ) 3 t ' rf The foregoing instrument was acknowledged before me on this As7 +1 " day of , 2014, by Tammy Fesmire, as President of the PEDCO Foundation, Inc., a Colorado on- profit corporation. Witness my official hand and seal. My Commission Expires: Q i j 4 1 g, 5 U T�p o �O 'I a t N P a o tary' ublic a $ ° 0 • • I1 Off �Q +a 1 ��:� 0F .•' 4 re: Resolution 12888 Reception 1994107 1/12/2015 03:51:08 PM SPECIAL WARRANTY DEED THIS DEED, made this 3i day of ram bey , 2014 between the PEDCO Foundation, Inc. a Colorado non-profit corporation (hereinafter referred to as "Grantor"), and the City of Pueblo, Colorado, a Colorado municipal corporation whose legal address is 1 City Hall Place,Pueblo, CO 81003 (hereinafter referred to as"Grantee"): WITNESSESTH, that the Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00), and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,has granted,bargained,sold and conveyed, and by these presents does grant, bargain, sell, convey, and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in Pueblo County, State of Colorado, described on Exhibit A attached hereto and made a part., hereof, for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises,with the hereditaments and appurtenances; This conveyance is made subject and subordinate to those encumbrances and exceptions (the "Permitted Exceptions") set forth on Exhibit B attached hereto and made a part hereof for all purposes. TO HAVE AND TO HOLD the said premises, subject to the Permitted Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to be effective the day and year first above written. GRANTOR: PEDCO Foundation,Inc. Colorado non-profit corporation 1 By: j -1n4 Tammy Fes e • 1994107 WD 01/12/2015 03:51:08 PM Page: 2 of 4 R 26.00 D 0.00 T 26.00 Gilbert Ortiz Clerk/Recorder, Pueblo County, Co STATE OF COLORADO) lli RIPIJECIWICKIODIN,kg A Nil a L 11111 ) SS. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this ,7( day of ��.OI, \O- , 2014, by Tammy Fesmire, as President of the PEDCO Foundation,'Inc., a Colorado non-profit corporation. Witness my official hand and seal. My Commission Expires:. Oc I a / 0 IC op . i N: Pu•lic JODIE ROBERTS NOTARY PUBUC STATE OF COLORADO My Commission Expire®Oct.12,2015 19941078WD 01/12/2015 03:51:08 PM Gilbert30 tiz4C1erk?Reccorder0 Pu0eblo2 ou0nty, Co ®III EIPAVArl 11111 EXHIBIT A LEGAL DESCRIPTION PARCEL 1: All of Lot 9 and the North 61.00 feet of the West 5.70 feet of Lot 10, Block 33 of the platted Plan of Pueblo filed March 1869,also known and designated as Parcel A on the Rearrangement of Property Boundaries of Lots 9, 10, and 11,Block 33, Plan of Pueblo, located in the NE Vi of Section 36,Township 20 South,Range 65 West, of the 6th P.M.,recorded October 30, 1997, at Instrument No. 1191914, together with that portion of vacated alley adjacent to said lots, Pueblo County,Colorado. PARCEL 2: All of that portion of Block 33 in the Town, now City of Pueblo,according to the plan of Pueblo made for the Probate Judge of Pueblo County,H.M. Fosdick, Engineer, in March 1869,bounded and described as follows: BEGINNING at the point of intersection of the South line of Fourth Street with the East line of Court Street;thence South and along the East line of Court Street 119.85 feet to the point of intersection of the East line of Court Street with the North line of the alley in said Block 33; thence Easterly and along the North line of the alley in said Block 33 140.02 feet to a point; thence Northerly and parallel with the East line of Court Street 119.71 feet to a point in the South line of Fourth Street;thence Westerly and along the South line of Fourth Street 140.02 feet to the POINT OF BEGINNING,being the same property sometimes described as lots 6, 7, 8 and the West 8 feet of Lot 5, Block 33,of the Town,now City of Pueblo, according to the plan of Pueblo made for the Probate Judge of Pueblo County by H.M. Fosdick, Engineer in March 1869, together with that portion of vacated alley adjacent to said lots. PARCEL 3: The Northerly 71.05 feet of Lots 1,2, and 3,all of Lot 4,the East 36 feet in the width of Lot 5 and the South 48.38 feet of the West 41.33 feet of Lot 3, Block 33, in that part of the present City of Pueblo which was surveyed and platted by H.M. Fosdick, Civil Engineer for the Probate Judge of said Pueblo County, in March 1869. All in County of Pueblo, State of Colorado. 1994107 WD 01/12/2015 03:51:08 PM Page: 4 of 4 R 26.00 D 0.00 T 26.00 y Gilbert Ortiz Clerk/Recorder, Pueblo County, Co EXHIBIT B Permitted Exceptions 1. Right of Way and/or Easement,given to Oliver H.P. Baxter, Henry W. Cresswell,John A. Thatcher and Mahlon D.Thatcher,recorded in Book 3 at Page 680. 2. Terms,agreements,provisions,conditions and obligations as contained in Agreement recorded August 29, 1956 in Book 1307 at Page 211. 3. Reservation to the City of Pueblo and utility owners to repair, maintain, operate or replace existing utilities and sewer and water lines and mains together with the right of ingress and egress to accomplish same as contained in Ordinance No. 5049 recorded July 14, 1983 in Book 2163 at Page 117 and July 18, 1983 in Book 2163 at Page 383. 4. Right of Way and/or Easement,given to The City of Pueblo,recorded in Book 2163 at Page 380. 5. Non-exclusive use of passageway(4 feet more or less in width) along the Easterly side of the South 48.38 feet of the West 41.33 feet of Lot 3, as contained in deeds in the chain of title. 6. Agreement between Pueblo, a municipal corporation and Foundation Health Systems, Inc.,recorded October 3, 1997, in Book 3042 at Page 909,Instrument No. 1188457. 7. Restrictions and reservations stated in Quit Claim Deed recorded at Instrument No. 1191915, as follows:...its successors and assigns so long as the herein described real property is used for and occupied in accordance and compliance with reservations, limitations,covenants and conditions contained in the Agreement of even date between Grantor and Grantee recorded in Book 3042 at Page 909 of the records of the Pueblo County Clerk and Recorder(the"Covenants and Reservations"), which are incorporated herein by reference, all the right,title,interest, claim and demand which the Grantor has in and to the real property... 8. General taxes for the year 2014 and subsequent years, a lien not yet due or payable. 9. Encroachments as shown on Land Survey Plat,dated July 30, 1999 by Rocky L. Mangini, Professional Land Surveyor. 10. Notice of an Order approving the Amended Official Plan for the Pueblo Conservancy District recorded August 1,2007 at Reception No. 1736292. re: Resolution 12888 Reception 1994108 1/12/2015 03:51:08 PM TRANSFER AND CONVEYANCE OF FIBER OPTIC INFRASTRUCTURE THIS INSTRUMENT, dated this ;;j day of bQ-CQ rv1 )(Y, 2014, memorializes a transfer and conveyance of personal property and fixtures by the PEDCO Foundation, Inc., a Colorado non-profit corporation ("Foundation") 301 North Main Street, Suite 200, Pueblo, Colorado, 81003 to the City of Pueblo, Colorado, a municipal corporation ("City") 200 South Main Street,Pueblo, Colorado 81003. Recitals WHEREAS, by a Special Warranty Deed of even date herewith,Foundation has sold and transferred to City the real property commonly known as the Pope Block having the addresses commonly known as 317 N. Main Street, Pueblo, CO 81003 and 310 Court Street, Pueblo, CO 81003 ("Property"); and WHEREAS, Foundation also wishes to convey and transfer to City any and all Fiber Optic Infrastructure connected to or associated with the Property. Transfer and Conveyance NOW, THEREFORE in consideration of the foregoing recitals and the terms, conditions and mutual promises set forth in this instrument, Foundation, for value received, hereby assigns and transfers to City all of Foundation's right, title and interest in and to the Fiber Optic Infrastructure connected to or associated with the Property. The personal property and fixtures being transferred hereby include fibers, fiber access rights, fiber ring, conduits, splice locations, racks,collocation racks,vaults, fiber routes,manholes and handholes, all as depicted on the map, marked as Exhibit A, which is attached hereto and incorporated herein by reference. The personal property and fixtures conveyed hereby are transferred in their present AS IS, WHERE IS CONDITION, WITH ALL FAULTS. PEDCO Foundation, Inc. Colorado non-profit corporation r By Tammy Fesmire resident STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO ) ,, The foregoing instrument was acknowledged before me on this 51 day of N,(`Q.YY1 2014, by Tammy Fesmire, as President of the PEDCO Foundation, Inc., a Colorado non-profit corporation. Witness my official hand and seal. a° 1 My Commission Expires: (tkiIQ 40 / e A / rip ublic JODIE ROBERTS NOTARY PUBUC STATE OF COLOFtADO My Commission exptme Oct.12 2015 1994108 CONV 01/12/2015 03:51:08 PM Page: 2 of 3 R 21.00 D 0.00 T 21.00 Gilbert Ortiz Clerk/Recorder, Pueblo County, Co III 1,1141611AMI III • • Cys ‘,1 C1} ,.../ski V ti. �f'.n , R#*3 - x tot '� ISb3NWV C 7 y .1 VI r I i, k� N 2 3l1ALIN1!(lj NYOI?13WV t5,,,04- J _o 4. 1 r T. o /Rta(m V I kc ObrM A»3OJNOWS vc, 3.'000 3-011491 3 - E i --�AO S a. z ' ' : o 'rr q ,... , i 4 .amu ` 3 0.1.0a c re z 1yy` VI t U1Ui 'd" T .,' isr3 1010d tit _.&3N?iy0'I.B.e�.. m ..... IL p ' ,.' aHlmine 00bro010o .2. w n uw.IvtjJ Qkati ' . i 'ic' 30 30lsod SRW:1c r a+ T Cr�+t F 11 acg M yg Do ON1411n9 tif3HDJ Vlit w _• o C...'..1 I Aa4V.9Z/J E . h F.14 rzt it,:PF i I. 1994108 CONY 01/12/2015 03:51:08 PM Page: 3 of 3 R 21.00 D 0.00 T 21.00 leCequ.iu�� '�1- • g 0 Gilbert Ortiz Clerk/Recorder, Pueblo County, Co III Plyd Yal Il'iIti qi`.1f ' rl111fit,atile I I III