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HomeMy WebLinkAbout13443RESOLUTION NO. 13443 A RESOLUTION APPROVING AN EMPLOYMENT AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND CORDELIA J & COMPANY, INC., A COLORADO CORPORATION, RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT, AUTHORIZING THE PRESIDENT OF THE COUNCIL TO EXECUTE SAID AGREEMENT AND TRANSFERRING $37,500 FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT PRJOECTS FUND BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The City Council finds and determines that the expenditure of $37,500 for the job creating capital improvement project with Cordelia J & Company, Inc., a Colorado corporation (“Company”) described in the attached Employment Agreement, meets and complies with the criteria and standards established by Section 14-4-85 of the Pueblo Municipal Code and will create employment opportunities justifying the expenditure of public funds. SECTION 2. The Employment Agreement dated April 25, 2016 between Pueblo, a Municipal Corporation and the Company relating to a job creating capital improvement project, a copy of which is attached hereto (“Employment Agreement”), 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 Employment Agreement in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 3. Funds in the aggregate amount of $37,500 are hereby authorized to be transferred, expended and made available out of the 1992-2021 Sales and Use Tax Capital Improvement Projects Fund for the sole purpose of creating the capital improvement project authorized herein and in the manner described in the attached Employment Agreement. The funds hereby authorized to be transferred and expended shall be released, disbursed and paid by the Director of Finance as specified in the Employment Agreement. SECTION 4. The officers and staff of the City are directed and authorized to perform any and all acts consistent with the intent of this Resolution and the attached Employment Agreement which are necessary and desirable to effectuate the transactions described therein. SECTION 5. This Resolution shall become effective immediately upon final passage. INTRODUCED: May 23, 2016 BY: Ray Aguilera City Clerk’s Office Item # Q-1 Background Paper for Proposed Resolution COUNCIL MEETING DATE: May 23, 2016 TO: President Stephen G. Nawrocki and Members of City Council CC: Sam Azad, City Manager VIA: Gina Dutcher, City Clerk FROM: Daniel C. Kogovsek, City Attorney SUBJECT: A RESOLUTION APPROVING AN EMPLOYMENT AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND CORDELIA J & COMPANY, INC., A COLORADO CORPORATION, RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT, AUTHORIZING THE PRESIDENT OF THE COUNCIL TO EXECUTE SAID AGREEMENT AND TRANSFERRING $37,500 FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT PRJOECTS FUND SUMMARY: Attached is a proposed Resolution approving and authorizing the President of City Council to sign an Employment Agreement with Cordelia J & Company, Inc. (the “Company”). PREVIOUS COUNCIL ACTION: None. BACKGROUND: The Company’s business plan is centered on the manufacture of small batch bath and body products for distribution outside of Pueblo County, with some minimal level of sales in Pueblo County. FINANCIAL IMPLICATIONS: In the attached Employment Agreement, the City has agreed to transfer $37,500 from the 1992- 2021Sales and Use Tax Capital Improvement Projects Fund to the Company for the purchase of manufacturing equipment for the Company. This business expansion will result in the creation of 3 new jobs. The Company has agreed to a 7-year employment commitment for a total of 9 jobs beginning April 1, 2019. The City’s economic incentive payment is secured by a first secured position in the Company’s new equipment and existing equipment. In addition, the Company’s Owner, Anthony Lee Hill, has agreed to sign a personal and unconditional guaranty of payment of the Company’s obligations. Additionally, the Company has agreed to purchase a life insurance policy, with the face amount of $37,500, insuring Mr. Hill’s life until the conclusion of Company’s employment commitment which is currently estimated to be March 31, 2026. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Resolution. STAKEHOLDER PROCESS: Not applicable to this Resolution. ALTERNATIVES: If this Resolution is not approved, the Company will not be able to expand its operations in the City of Pueblo. RECOMMENDATION: The Pueblo Economic Development Corporation recommends approval of this Resolution. Attachments: Proposed Resolution and Employment Agreement. AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT This Agreement ("Amendment No. 1") is made this 7 day of September, 2016, by and between Pueblo, a Municipal Corporation (the "City") and Cordelia J & Company, Inc., a Colorado corporation(the "Company"). RECITAL The parties entered into an Employment Agreement dated April 25, 2016 (the "Agreement"). The parties wish to modify the Agreement in accordance with this Amendment No. 1. AGREEMENT NOW, THEREFORE, in consideration of the foregoing, the parties agree as follows: 1. Section 2(a) of the Agreement is hereby amended as follows: (a) City funds will be disbursed by City for the acquisition of Equipment by Company at fair market value either by (i) direct payment of an invoice from a reputable vendor in an arms-length transaction, or (ii) reimbursement to the Company of Company's costs for the acquisition of Equipment, from a reputable vendor in an arms- length transaction. Company shall grant to City a perfected first security interest in all Equipment currently used by Company at the Facility and all Equipment for which Company receives reimbursement, and all Equipment acquired by Company pursuant to this Agreement. 2. The City Manager of the City signs this Amendment No. 1 pursuant to authority granted to him in P.M.C. 1-5-2(2)(f). 3. Except as modified by this Amendment No. 1, the provisions of the Agreement shall remain unchanged and in full force and effect and fully binding on the parties, their successors and assigns, and the Agreement and this Amendment No. 1 shall be construed together as a single integrated document. Executed at Pueblo, Colorado, the day and year first above written. PUEBLO, A MUNI IPAL CORPORATION By . Sam Azad, Manager COMPANY: CORDEL < & OMPANY, a Col, .do Co,•oration B Anthony Lee Hill, Its President STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) Subscribed and sworn to before me this day of September 2016 by Anthony Lee Hill as President of Cordelia J&Company, Inc., a Colorado Corporation. Witness my hand and official seal. My commission expire : I. Ab. ./ 119 r - � Notary 'ublic CRYSTAL ANN ROMERO NOTARY PUBLIC STATE OF COLORADO �T NOTARY ID 20114054697 Q , v ' COMMISSION EXPIRES AUG.29,2019 5,�� "Facility" means the small batch bath and body products manufacturing facility to be located at 107 S. Grand Ave., Pueblo, CO 81003 or otherwise located within the City of Pueblo or the Pueblo Memorial Airport Industrial Park. "Full-Time Employee" means a person who actually performs work at the Facility for not less than thirty-five (35) 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 performing work at the Facility who are employees of an independent contractor acting as an agency to provide Full-Time Employees for Company. "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 aggregate business days in such Quarter. "Security Agreement"has the meaning set forth in Section 6 of this Agreement as reflected in the Security Agreement attached hereto. 2. If Company is not in default hereunder, City will, after the Effective Date,disburse, for the benefit of Company, funds in an amount not to exceed Thirty Seven Thousand Five Hundred U.S. Dollars ($37,500) ("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 disbursed by City to Company solely for reimbursement for the acquisition of Equipment by Company at fair market value from a reputable vendor in an arms-length transaction. Company shall grant to City a perfected first security interest in all Equipment currently used by Company at the Facility and all Equipment for which Company receives reimbursement from City by execution of a Security Agreement which identifies the Equipment in accordance with Section 6 of this Agreement. (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, together with Company's certificate of good standing issued by the governmental jurisdiction of Company's formation, (ii) certified copy of the resolution of the governing board of Company approving this Agreement and the Lease and authorizing its officers to execute and deliver this Agreement and related documents in the name of Company, (iii)this Agreement executed by authorized officers of Company, (iv) Continuing Guaranty signed by Anthony Lee Hill and (v) evidence reasonably satisfactory to City that Company will commence manufacturing operations at the Facility. The date of the last to occur of the filings required under (i), (ii), (iii), (iv) and (v) of this Section 2(b) shall be referred to herein as "Closing". If either the Effective Date or Closing does not occur on or before November 1, 2016, or such later date as Company and City shall mutually agree, the Company and the City, each, at its sole option, may terminate this Agreement and City and Company shall thereafter be released and discharged from all obligations hereunder. 2 (c) As conditions precedent to the disbursement of City Funds for the purchase of Equipment, Company shall file with the City's Director of Finance periodic written requests for payment, certified to be true and correct by an employee of Company, representing 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 specific Equipment for which payment is sought, including paid invoices therefore and certificates of delivery and installation in the Facility. Company shall not submit requests for payment which exceed in the aggregate U.S. $37,500. The City agrees to disburse funds within thirty(30)days of submission of the Company's written request for payment, accompanied by supporting documentation as set forth herein. (d) As a further condition precedent to the disbursement of City funds for the purchase of Equipment, Company shall produce a life insurance policy, having a face value in the amount of at least $37,500, insuring the loss of life of Anthony Lee Hill, from any cause of death whatsoever. The City shall be the owner and sole beneficiary of said life insurance policy and said policy shall be obtained by the Company from a reputable life insurance company authorized to transact business in the State of Colorado. Company agrees to pay the premiums for and to keep said life insurance policy in effect until the conclusion of the Company's Employment Commitment which is currently estimated to be March 31, 2026. In the event of the death of Anthony Lee Hill prior to the termination of the Company's Employment commitment,City agrees to use the life insurance policy proceeds to pay the balance of the Company's Repayment Obligation. Excess life insurance policy proceeds, if any, shall be paid by the City to the Estate of Anthony Lee Hill. 3. City and Company stipulate and agree that the total economic incentives provided by City to Company under this Agreement shall not exceed U.S. $37,500 (the "Total Economic Incentives"). 4. (a) Company acknowledges and agrees that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making the Total Economic Incentives available to Company hereunder is the creation of additional jobs within the City. Therefore, Company represents, covenants, and agrees that Company will continuously conduct its business operations at the Facility and employ the number of Full-Time Employees set forth below (collectively, the "Employment Commitment"): Employment Commitment Dates Minimum Number of Employees 4-1-19 through 3-31-26 9 As of the date of this Agreement,the Company currently has 6 Full Time Employees. The average annual salary of the 3 new Full Time Employees to be hired by Company as of the Employment Commitment date shall be no less than $29,000. During the term of the Company's Employment Commitment, the average annual salary of all Full Time Employees of the Company shall be no less than $35,000. (b) Company will use good faith efforts in accordance with its sound business practices to (i) employ residents of the City of Pueblo or (ii) residents of the County of Pueblo as 3 Full-Time Employees including, without limitation, engaging in reasonable programs and posting of employment openings in the City of Pueblo. 5. Notwithstanding anything contained in this Agreement to the contrary, if Company shall for any reason default in its Employment Commitment, Company shall repay to City a pro- rata share of the Total Economic Incentives based upon the number of Full-Time Employees employed by Company at the Facility (the "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 a compensating amount for each Quarter in the Repayment Period calculated by subtracting the number of Quarterly Employees actually employed at the Facility from the employment commitment stated in Section 4 supra. and then multiplying the result by $148.81. For example, if for the second quarter of 2018 the number of Quarterly Employees is 6, the amount payable by Company to City on or before the fifteenth (15th) day of the next calendar month would be (9 - 6 x $148.81)U.S. $446.43. In no event will Company's repayment obligation exceed the amount of the economic incentive paid to Company. (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 following the end of each Quarter during the Repayment Period at the office of the Director of Finance of City, 1 City Hall Place, 2nd Floor, 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 eight percent (8%)per annum ("Default Interest") until paid. (c) Within fifteen(15)days after the end of each Quarter after the Employment Commitment Date and for one calendar quarter after the Repayment Period, Company will submit to City's Director of Finance Company's statements showing the Quarterly Employees for the preceding Quarter and their annual Salary, together with the basis upon which Quarterly Employees and Company's Quarterly Payment, if any, were computed, certified by an employee of Company to be true and correct. For purposes of verifying Company's employment and salary, for a period of three (3) years after receipt of a Quarterly Statement from the Company, City shall have access to and the right to audit Company's records relating to Company's employees employed at the Facility. (d) If Company defaults in any of its obligations under this Agreement including, without limitation, its Repayment Obligation, and such default is not cured within thirty (30) days after written notice specifying the default is given by City to Company, then in such event, the entire balance of Company's Repayment Obligation shall become due and payable, without notice, notice being hereby expressly waived, together with Default Interest from the date of default. City may accelerate payment of Company's repayment payments and Company shall pay to City in a lump sum the amount of all repayment payments which have become due and would have become due during the remainder of the Repayment Period, calculated based upon there being no Quarterly Employees for the duration of the Repayment Period. 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. 4 6. Company's Repayment Obligation under this Agreement shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including, without limitation, its Repayment Obligation. Company's obligations under this Agreement including its Repayment Obligation shall be secured by a perfected first security interest in the Equipment, which Equipment shall have a fair market value of not less than the amount of the City Funds requested for reimbursement for Equipment at the time placed in the Facility. Prior to any disbursement of funds by City for Equipment, 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"). Company may be permitted from time to time to substitute items of replacement Equipment for items of Equipment removed from the Facility, provided that an amended Security Agreement meeting the requirements of this section is executed and delivered identifying the substitute items of Equipment and deleting the item of Equipment being replaced. Company's obligations under this Agreement including its Repayment Obligation shall be further secured by a Continuing Guarantee to be signed by Anthony Lee Hill. A copy of the Continuing Guarantee to be signed by Anthony Lee Hill is attached to this Agreement. 7. (a) Prior to instituting any proceeding to enforce Company's Repayment Obligation, 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 the 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 of City ("City Council") at which meeting 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 section 7 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. 8. In the event of any litigation arising under this Agreement, the court shall award to the prevailing party its costs and reasonable attorney fees. Exclusive venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court in and for the 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 hereby waives its right to a jury trial. 9. 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 5 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 any 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. 10. 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. 11. 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, 2nd Floor, Pueblo, CO, 81003 with a copy to City Attorney, 1 City Hall Place, 3rd Floor, Pueblo, CO 81003; (b) if to Company, 107 S. Grand Ave., Pueblo CO 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 section 11. 12. 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 City, which consent shall not be unreasonably withheld. Any assignment or attempted assignment of this Agreement by Company without such consent shall be null and void. No such assignment nor City's consent thereto shall release or discharge Company from any obligation or liability under this Agreement. 13. The persons signing this Agreement in the name of and on behalf of Company and City each represent and warrant that they have the requisite power and authority on behalf of their respective entity to enter into, execute, and deliver this Agreement, and that this Agreement is a valid legally binding obligation of Company and City enforceable in accordance with its terms. 14. (a) 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 providing the Total Economic Incentives hereunder, or any part thereof For breach or 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. (b) Company agrees to indemnify,defend and hold City, its officers, agents and employees harmless from and against all claims and actions arising from the purchase, installation or use of the Equipment at the Facility. 6 15. 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. Except for the City's disbursement of City Funds for the benefit of Company as provided in Section 2 above, 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. 16. 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. 17. None of the parties shall be, or hold itself out as, agent of any other party or as a partner or joint venturer under this Agreement. 18. 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. 19. 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. 20. 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: 9.J1 Puebl• : v . icipal Corp• ;e n City rk 'resident of the City Council COMPANY: CORDELIA J & COMPANY, INC. A Colorado corporation 7 By: thong ee Hill Its• STATE OF COLORADO ) ) ss COUNTY OF PUEBLO ) Subscribed and sworn to before me, 114ig �1 dayfof._ VI , 2016 by Anthony Lee Hi 1. CRYSTAL ANN ROMERO f NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20114054697 ' tc, 417114( 976 COMMISSION EXPIRES AUG.29,2019 Notajy Public My commission expires. y ,A_ 8 EXHIBIT A EQUIPMENT Item: Description Serial Number 1 2016 Viper FY25 Lift Truck 216010151 2 30"x84"5/5 work table w/casters 3084-1/28-1295-1 3 30"x72"S/S work table w casters 3072-1/28-129S-2 4 30"x72" S/S work table w casters 3072-2/28-1295-3 5 30"x72" S/S work table w casters 3072-3/28-1295-4 6 30"x72" S/S work table w casters 3072-4/28-129S-5 7 30"x72" S/S work table w casters 3072-5/28-1295-6 8 30"x72" 5/S work table w casters 3072-6/28-129S-7 9 30"x72" S/S work table w casters 3072-7/28-129S-8 10 30"x72" S/S work table w casters 3072-8/28-129S-9 AWRK20-1/PRC-1/ABNP-1,ABNP- 2,ABNP-3,ABNP-4,ABNP-5,ABNP-6,ABNP- 7,ABNP-8,ABNP-9,ABNP-10,ABNP- 11,ABN P-12,ABN P-13,ABN P-14,ABN P- 15,ABNP-16,ABNP-17,ABNP-18,ABNP- 11 Sheet Pan Rack Full Height w/cover& pans 19,ABNP-20 AWRK20-2/ PRC-2/ABNP-21,ABNP- 22,ABN P-23,ABN P-24,ABN P-25,ABN P- 26,ABN P-27,ABN P-28,ABN P-29,ABN P- 30,ABN P-31,ABN P-32,ABN P-33,ABN P- 34,ABNP-35,ABNP-36,ABNP-37,ABNP- 12 Sheet Pan Rack Full Height w/cover& pans 38,ABNP-39,ABNP-40,ABNP-41 AWRK20-3/ PRC-3/ABNP-42,ABNP- 43,ABN P-44,ABN P-45,AB N P-46,ABN P- 47,ABN P-48,ABN P-49,ABN P-50,ABN P- 51,ABNP-52,ABNP-53,ABNP-54,ABNP- 55,ABNP-56,ABNP-57,ABNP-58,ABNP- 13 Sheet Pan Rack Full Height w/cover& pans 59,ABNP-60,ABNP-61,ABNP-62 AWRK20-4/ PRC-4/ABNP-63,ABNP- 64,ABN P-65,ABN P-66,ABN P-67,ABN P- 68,ABN P-69,ABN P-70,ABN P-71,ABN P- 72,ABNP-73,ABNP-74,ABNP-75,ABNP- 76,ABNP-77,ABNP-78,ABNP-79,ABNP- 14 Sheet Pan Rack Full Height w/cover& pans 80,ABNP-81,ABNP-82,ABNP-83 AWRK20-5/PRC-5/ABNP-84,ABNP- 85,ABN P-86,AB N P-87,ABN P-88,ABN P- 89,ABN P-90,ABN P-91,ABN P-92,ABN P- 93,ABNP-94,ABNP-95,ABNP-96,ABNP- 97,ABN P-98,ABN P-99,ABN P-100,ABN P- 15 Sheet Pan Rack Full Height w/cover& pans 101,ABNP-102,ABNP-103,ABNP-104 16 Bunn full size pans ABNP-105,ABNP-106,ABNP-107,ABNP-108 17 2 COMP SINK 12345678 18 FAUCET 8" W/ 12" NOZZLE (8-12) 19 OPTIONAL SUPPLY KIT KIT-1 20 36"X36"WORK TABLE NO UNDERSHELF 3636-1 21 27 CU FT REFRIGERATOR TBD 22 CART UTILITY 300LB 97320-1, 97320-2 23 CART 2 SHELF 500 LB FG450089-1, FG450089-2 74-1,74-2,74-3,74-4/1848-1,1848-2,1848- 24 4-1,74-2,74-3,74-4/1848-1,1848-2,1848- 24 74"tall 5x 18"x48"shelf unit with casters 3,1848-4,1848-5/CAST-1 74-5,74-6,74-7,74-8/1848-6,1848-7,1848- 25 74"tall 5x 18"x48" shelf unit with casters 8,1848-9,1848-10/CAST-2 74-9,74-10,74-11,74-12/1848-11,1848- 26 74"tall 5x 18"x48"shelf unit with casters 12,1848-13,1848-14,1848-15,CAST-3 74-13,74-14,74-15,74-16,/1848-16,1848- 27 4-13,74-14,74-15,74-16,/1848-16,1848- 27 74"tall 5x 18"x48" shelf unit with casters 17,1848-18,1848-19,1848-20,CAST-4 74-17,74-18,74-19,74-20/1848-21,1848- 28 74"tall 5x 18"x48"shelf unit with casters 22,1848-23,1848-24,1848-25/CAST-5 74-21,74-22,74-23,74-24/1848-26,1848- 29 74"tall 5x 18"x48" shelf unit with casters 27,1848-28,1848-29,1848-30/CAST-6 74-25,74-26,74-27,74-28/1848-31,1848- 30 74"tall 5x 18"x48"shelf unit with casters 32,1848-33,1848-34,1848-35/CAST-7 74-29,74-30,74-31,74-32/1848-36,1848- 31 74"tall 5x 18"x48"shelf unit with casters 37,1848-38,1848-39,1848-40/CAST-8 74-33,74-34,74-35,74-36/1848-41,1848- 32 74"tall 5x 18"x48" shelf unit with casters 42,1848-43,1848-44,1848-45/CAST-9 74-37,74-38,74-39,74-40/1848-46,1848- 33 74"tall 5x 18"x48" shelf unit with casters 47,1848-48,1848-49,1848-50/CAST-10 74-41,74-42,74-43,74-44/1848-51,1848- 34 4-41,74-42,74-43,74-44/1848-51,1848- 34 74"tall 5x 18"x48"shelf unit with casters 52,1848-53,1848-54,1848-55/CAST-11 74-45,74-46,74-47,74-48/1848-56,1848- 35 4-45,74-46,74-47,74-48/1848-56,1848- 35 74"tall 5x 18"x48" shelf unit with casters 57,1848-58,1848-59,1848-60/CAST-12 74-49,74-50,74-51,74-52/1848-61,1848- 36 74"tall 5x 18"x48"shelf unit with casters 62,1848-63,1848-64,1848-65/CAST-13 74-53,74-54,74-55,74-56/1848-66,1848- 37 4-53,74-54,74-55,74-56/1848-66,1848- 37 74"tall 5x 18"x48" shelf unit with casters 67,1848-68,1848-69,1848-70/CAST-14 74-57,74-58,74-59,74-60/1848-71,1848- 38 74"tall 5x 18"x48"shelf unit with casters 72,1848-73,1848-74,1848-75/CAST-15 t F } CONTINUING GUARANTY 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 Employment Agreement dated April 25, 2016 between City and Cordelia J & Company, Inc., a Colorado corporation (the "Company") (the "Agreement") the undersigned Anthony Lee Hill (the "Guarantor"), individually and unconditionally guarantees and promises to pay to City, or 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"). The liability of Guarantor under this Guaranty shall not exceed at any one time the principal sum of$37,500. 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 Guarantor shall reduce their maximum obligation hereunder. The obligations of Guarantor hereunder are independent of the obligations of Company, and a separate action or actions may be brought and prosecuted against Guarantor, individually, whether action is brought against Company or whether Company be joined in any such action or actions. Guarantor acknowledges that the payment of the Indebtedness may extend beyond six(6) years from the date of this Agreement. Guarantor hereby waives any defense to the enforcement of this Guaranty based upon laches or any statutory or other period of limitation, provided, however,that any such action to enforce this Guaranty shall be commenced on or before December 31, 2030. Guarantor authorizes the City, without notice or demand and without affecting his liability hereunder, from time to time to(a)renew,compromise, extend, accelerate or otherwise change the time for payment of, or otherwise change or modify the terms of the Indebtedness or any part thereof; (b)take and hold security for the payment of this Guaranty or the Indebtedness guaranteed, and exchange, enforce, waive and release any such security; and(c) apply such security and direct the order or manner of sale thereof as City in its sole discretion may determine. City may without notice assign this Guaranty in whole or in part. Guarantor waives any right to require City to (a) proceed against Company; (b) proceed against or exhaust any security held from Company;or(c)pursue any other remedy in City's power whatsoever. Guarantor waives any defense arising by reason of any disability or other defense of Company or by reason of the cessation from any cause whatsoever of the liability of Company. Until the Indebtedness of Company to City shall have been paid in full, Guarantor shall have no right of subrogation, and waives any right to enforce any remedy which City now has or may hereafter have against Company, and waives any benefit of, and any right to participate in any security now or hereafter held by City. Guarantor waives all presentments, demands for performance, notices of non-performance, protests, notices of protest, notice of dishonor, and notices of acceptance of this Guaranty. Any debts or other financial obligations of Company now or hereafter held by Guarantor are hereby subordinated to the Indebtedness of Company to City and such debts or other financial obligations of Company to Guarantor, if City so requests, shall be collected, enforced and received by Guarantor as trustee for City and be paid over to City on account of the Indebtedness of Company to City but without reducing or affecting in any manner the liability of Guarantor under the other provisions of this Guaranty. Guarantor agrees 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. Guarantor agrees to pay a reasonable attorneys' fee and all other costs and expenses which may be incurred by City in the enforcement of this Guaranty. Guarantor agrees that this Guaranty is a contract entered into and to be performed in Pueblo County, Colorado. The District Court for the County of Pueblo, State of Colorado shall have exclusive jurisdiction over any suit or action which involves this Guaranty and exclusive venue for any such suit or action shall be Pueblo County, Colorado. Guarantor consents to the personal jurisdiction of that Court and agrees that service of process may be made upon Guarantor either within or without the State of Colorado. To the extent permitted by law, Guarantor hereby waives all rights to jury trial. Any notice hereunder 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,2"Floor,Pueblo, CO 81003, with a copy to City Attorney, 1 City Hall Place, 3rd Floor, Pueblo, CO 81003, or (b) if to Guarantor, 107 S. Grand Ave., Pueblo, CO 81003 or to such other addresses as any party hereto shall specify in written notice to the other parties. Time is of the essence hereof. This Guaranty shall be binding upon and inure to the benefit of City and Guarantor and their respective heirs, personal representatives, successors and assigns. The plural shall include the singular. IN WITNEU WHEREOF the undersigned Guarantor has executed this Guaranty in Pueblo, Colorado this day of ,/ , 2016. GUARANTOR: Signa - _III: Anthony Lee Hill 2 STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) •The foregoing instrument was acknowledged before me this /Cd?v4-ay of �(� 9 , 2016 by Anthony Lee Hill. - d" Witness my hand and official seal. My commission expirebb) ,,, . /-.) 7. ,4AiP- 4_i„ ' CRYSTAL ANN ROMERO /7 ,} [SEAL] NOTARY PUBLIC f ( (Lim Irl 4`1 ) _ STATE OF COLORADO --'Noilary Public NOTARY ID 20114054697 1/ COMMISSION EXPIRES AUG.29,2019 3