HomeMy WebLinkAbout13704RESOLUTION NO. 13704
A RESOLUTION APPROVING AN AGREEMENT FOR DEED IN
SATISFACTION BY AND AMONG THE CITY OF PUEBLO,
PUEBLO MAIN STREET GARAGE CORPORATION AND THE
PUEBLO URBAN RENEWAL AUTHORITY, RELATING TO THE
SATISFACTION OF AN OUTSTANDING LOAN OBLIGATION
BETWEEN THE CORPORATION AND THE AUTHORITY,
AUTHORIZING THE PRESIDENT OF CITY COUNCIL TO
EXECUTE SAID DOCUMENT AND AFFIRMING THE
CONTINUED EFFECTIVENESS OF VARIOUS DOCUMENTS
RELATED THERETO
WHEREAS, the City of Pueblo, Colorado (the "City"), the Pueblo Urban Renewal Authority
(the "Authority") and the Pueblo Main Street Garage Corporation (the Corporation") previously
undertook the financing (the "Financing") of a public parking garage (the "Garage") on land owned
by the City (the "Ground" and, together with the Garage, the "Leased Property"); and
WHEREAS, in furtherance of the Financing, the City and the Corporation entered into that
certain Ground Lease Agreement dated as of December 14, 2006 (the "Ground Lease") by and
between the City, as lessor, and the Corporation, as lessee; the Authority and the City entered
into that certain Garage Lease Agreement dated as of December 14, 2006 (the "Garage Lease")
by and between the Corporation, as landlord, and the City, as lessee; and the City and the
Authority entered into that certain Cooperation Agreement dated as of December 14, 2006 (the
"Cooperation Agreement") between the City and the Authority, in connection with the issuance by
the Authority of its Revenue Bonds, Series 2006 ("the "2006 Bonds") for the purpose of financing
a portion of the costs of the construction of the Garage; and
WHEREAS, the Corporation also entered into a Loan Agreement dated as of December
14, 2006 (the "2006 Loan Agreement") with NDC New Markets Investments XIX, L.P. (the
"Original Lender") whereby the Corporation obtained two loans from the Original Lender, one of
which remains outstanding in the amount of $6,862,000 (the "Loan") as evidenced by that certain
Promissory Note in the original principal amount of $6,862,000, dated as of December 14, 2006
(the "Note"), which Note has been previously endorsed to the Authority without recourse or
warranty; and
WHEREAS, the Corporation desires to convey to the Authority all of its right, title and
interest in and to the Leased Property under the Leases, thereby resolving the Corporation's
payment and other obligations under the Note and any related documents (the Loan Documents"),
in exchange for the City's agreement not to pursue the Corporation under the Loan Documents
(the "Conveyance"), pursuant to the terms of an Agreement for Deed in Satisfaction by and among
the Corporation, the City and the Authority (the "Agreement") and various related documents and
agreements; and
WHEREAS, the City Council of the City (the "City Council") has determined it to be in the
best interest of the City and its residents, to approve the Conveyance and enter into the
Agreement; NOW THEREFORE
BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1
The City Council finds and determines that the Ground Lease, the Garage Lease and the
Cooperation Agreement have been duly executed by the respective parties thereto and remain
valid and binding obligation of such parties in accordance with their terms, and, in the case of the
Cooperation Agreement, with respect to the 2006 Bonds and any bonds issued by the Authority
to directly refund or refinance such bonds.
SECTION 2.
The City Council finds the assignment of the Corporation's interest in the Ground Lease
and the Garage Lease to be in the best interests of the City and its residents and approves the
same.
SECTION 3.
The Agreement for Deed in Satisfaction (the "Agreement") by and among the Corporation,
the City and the Authority, a substantially final copy of which is attached hereto and incorporated
herein by this reference, having been approved as to form by the City Attorney, is hereby
approved with such changes as are not inconsistent with the intent of this Resolution and are
approved by the City Attorney. The President of the City Council is authorized to execute and
deliver said 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 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 attached Agreement which are necessary or
desirable to effectuate the transactions described therein.
SECTION 5_
This Resolution shall become effective immediately upon final passage.
INTRODUCED June 26, 2017
C • Brown
• •-rso
APPROV
•106111
•
City Clerk's Office Item # M-4
COUNCIL MEETING DATE: June 26, 2017
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 AGREEMENT FOR DEED IN SATISFACTION
BY AND AMONG THE CITY OF PUEBLO, PUEBLO MAIN STREET GARAGE
CORPORATION AND THE PUEBLO URBAN RENEWAL AUTHORITY,
RELATING TO THE SATISFACTION OF AN OUTSTANDING LOAN
OBLIGATION BETWEEN THE CORPORATION AND THE AUTHORITY,
AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAID
DOCUMENT AND AFFIRMING THE CONTINUED EFFECTIVENESS OF
VARIOUS DOCUMENTS RELATED THERETO
SUMMARY:
Attached is a Resolution approving an agreement conveying the Pueblo Main Street Garage
Corporation's leasehold interest in the Pueblo Main Street Garage to the Pueblo Urban Renewal
Authority in satisfaction of that Promissory Note related to the original financing of the Garage
and authorizing the President of City Council to execute said document.
PREVIOUS COUNCIL ACTION:
None.
BACKGROUND:
The City, the Pueblo Main Street Garage Corporation and the Pueblo Urban Renewal Authority
previously entered into a financing for the Pueblo Main Street Garage involving a New Markets
Tax structure partially funded from the proceeds of the Authority's issuance of revenue bonds.
The City is the owner of the land on which the garage is built. As part of the original financing,
the City conveyed a leasehold in the land to the Corporation and received a subordinate leasehold
interest in the land and the garage in a lease -leaseback arrangement with the Corporation. The
Note representing the Corporation's obligation to repay the Authority's bond -financed loan into
the New Markets Tax Credit structure has come due. In order to satisfy such debt, the Corporation
is to convey its leasehold interest in the land and improvements comprising the Garage to the
Authority. The Agreement for Deed in Satisfaction effects such conveyance. The City, as a party
to the Agreement, is to acknowledge the assignment of the Corporation's rights under the leases
to the Authority. The Resolution authorizes the execution and delivery of the Agreement for Deed
in Satisfaction and acknowledges the continuing effectiveness of each of the principal agreements
related to the original financing.
FINANCIAL IMPLICATIONS:
►WeMe Me-
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Resolution.
STAKEHOLDER PROCESS:
Not applicable to this Resolution.
ALTERNATIVES:
If this Resolution is not approved, the Corporation will default on its obligation under the Note.
RECOMMENDATION:
Approval of this Resolution is recommended.
Attachments: Proposed Resolution
r
AGREEMENT FOR DEED IN SATISFACTION
(" THIS AGREEMENT FOR DEED IN SATISFACTION (the "Agreement") is
executed as of the 271h day of October, 2017, by and among PUEBLO MAIN STREET
GARAGE CORPORATION, a Colorado non-profit corporation, with an address of c/o Jim
Munch, City Hall Place, Pueblo, Colorado 81003 ("Borrower"), The City Of Pueblo Colorado,
a body corporate and politic with an address of 200 South Main Street, Pueblo, Colorado 81003
r ("City") and the Pueblo Urban Renewal Authority, a body corporate and politic with an
address of 115 E. Riverwalk, Suite 410, Pueblo, Colorado 81003 ("PURA").
ARTICLE I
RECITALS
Section 1.01. Representation and Warranty of Interest. Borrower owns a ground
leasehold interest in the Property (as defined below) pursuant to the terms of that certain Ground
Lease Agreement, dated December 14, 2006, by and between the City as ground lessor and
Borrower as ground lessee (the "Ground Lease"), a memorandum of which was recorded as a
Short Form Ground Lease, dated December 14, 2006 and recorded on December 27, 2006 at
Reception No. 1707652 in the official records of the Pueblo County Clerk and Recorder's Office
(the "Official Records").
Section 1.02. Garage Lease. Borrower, as lessor, and the City, as lessee, entered into
that certain Garage Lease Agreement, dated December 14, 2006, a memorandum of which was
recorded as a Short Form Garage Lease, dated December 14, 2006 and recorded on December
27, 2006 at Reception No. 1707653 in the Official Records (the "Garage Lease"). Borrower's
leasehold interest in the Ground Lease and Garage Lease are referred to herein as "Borrower's
Leasehold Interests". The Ground Lease and the Garage Lease are referred to together herein
as the "Leases".
Section 1.03. Loans. On December 14, 2006, Borrower and NDC New Markets
,"Investments XIX, L.P. ("Original Lender") entered into that certain Loan Agreement, wherein
�'Dorrower obtained two (2) Loans from Original Lender, one of which remains OLItstanding in the
face principal amount of $6,862,000.00 ("Loan"). The Loan was assigned and PURA is
L currently the holder of the Note (as defined below) and "Lender" under the Loan Documents (as
such term is defined therein). The Loan is evidenced and secured by, inter alia, the following (all
liens and security interests securing the Loan are herein collectively called the "Loan
Documents"):
(a) that certain Promissory Note in the original principal amount of
$6,862,000.00, dated as of December 14, 2006, made by Borrower, payable to the order
of Original Lender for the Loan (the "Note");
(b) that certain Deed of Trust, dated December 14, 2006, recorded on
December 27, 2006, in the Official Records at Reception No. 1707654 (the "Deed of
Trust");
4843-0042-7589.7
,f
(c) UCC Financing Statement listing Borrower, as debtor, and Original
Lender, as secured party, recorded on December 27, 2006 in the Official Records as
Reception No. 1707655 (the "UCC"); and
(d) that certain Payment and Completion Guaranty dated as of December 14,
2006, by Borrower, as guarantor ("Guarantor"), in favor of Original Lender (the
"Guaranty");
(e) Assignment of Leases and Rents, dated December 14, 2006, by Borrower
in favor of Original Lender, and recorded on December 27, 2006, in the Official Records
at Reception No. 1707658 (the "Assignment of Leases");
(f) Environmental Indemnity Agreement, dated December 14, 2006, made by
Borrower in favor of Original Lender (the "Environmental Indemnity");
The Loan Documents encumber or relate to the Borrower's interest in the "Property" (as defined
in the Deed of Trust) more particularly described on Exhibit A attached hereto and made a part
hereof (collectively, the "Property").
Section 1.04. Permitted Encumbrances. PURA agrees herein to take title to the
Improvements subject to the encumbrances (the "Permitted Encumbrances") described on
Exhibit B to the Bargain and Sale Deed the form of which is attached hereto as exhibit . ' and
made a part hereof (the "Deed and Bill of Sale"):
(a) Ad valorem taxes that accrue after Closing (the "Taxes"),
(b) Terms and conditions of that certain Public Works Lease Purchase
Agreement, dated February 22, 1990, by and between the City as lessee and the City of
Pueblo Colorado Municipal Building Corporation, a Colorado non-profit corporation
("CMBC"), recorded on February 22, 1990, in the Official Records at Reception No.
910495, for a new public works and transportation facility;
(c) Terms and conditions of that certain Public Works Lease Purchase
Agreement, dated June 1, 2000, by and between the City as lessee and CMBC as lessor,
recorded on June 15, 2000, in the Official Records at Reception No. 1337726 for a new
public works and transportation facility;
(d) UCC Financing Statement listing City, as debtor, and Banc of America
Capital Corp, as secured party, recorded on July 5, 2011 in the Official Records as
Reception No. 1879499, as continued by that UCC-3 recorded on May 20, 2016 in the
Official Records as Reception No. 2037435; and
(e) UCC Financing Statement listing City, as debtor, and BOA, as secured
party, recorded on September 25, 2012 in the Official Records as Reception No.
1919913.
Section 1.05. Maturity Date. As of the date, hereof, Borrower has not paid all of the
payments due under the Note and Borrower has notified the City that it was not able to make all
4843-0042-7589.7
2
C,
of the required payments of principal and interest due and payable under the Note on or before
May 21, 2017, which was the Maturity Date of the Note. According, the parties have determined
that it is in the best interest of Borrower and the City to cause the conveyance of the Property to
PURA in satisfaction of the Loan.
Section 1.06. Consideration. The City, PURA and Borrower agree herein that PURA
will take title to all of Borrower's rights, title and interests in the Improvements and Property, if
any, an assignment of the Ground Lease and the Garage Lease, and all Personal Property (as
defined in Section 2.01(h)). The Borrower and the City have agree herein that the conveyance by
Borrower of all of its right, title and interest in and to the Improvements and Property, if any, the
assignment of the Ground Lease and the Garage Lease, and all Personal Property to PURA is fair
and adequate consideration, such consideration, in addition to the dollar amount stated in the
Deed and Bill of Sale, being full satisfaction of all obligations under the Loan through and
including the Maturity Date.
Section 1.07. No Borrower Equity. Borrower represents and warrants that it has no
equity in the Improvements, the Ground Leasehold or the Garage Lease.
Section 1.08. Conveyance. The parties wish to resolve Borrower's payment obligations
under the Loan Documents by providing for a conveyance of record and beneficial title to the
Improvements to PURA, the assignment of Borrower's Leasehold Interests and the assignment
of all Personal Property, in exchange for the City's agreement and not to pursue Borrower under
the Loan Documents and all other monetary obligations secured by the Loan Documents
(collectively the "Loan Obligations") on the terms and conditions set forth herein.
Section 1.09. Recitals; Consideration. The recitals above are affirmed as a material
term of this Agreement and Borrower acknowledges that the City and PURA are relying on the
recitals above. In consideration of the recitals, the mutual covenants and agreements contained
herein and other good and valuable consideration, Borrower, the City and PURA hereby agree to
the conveyance of the Improvements, Borrower's Leasehold Interests and the Personal Property
to PURA on the terms and conditions contained herein.
ARTICLE II
CONVEYANCE
Section 2.01. Agreement to Convey. Borrower, at Closing (as defined below) hereof,
agrees to convey the Improvements to PURA, free and clear of any right of redemption or other
right of Borrower or anyone claiming by, through or under Borrower including Borrower in its
capacity as Guarantor.
Section 2.02. Bargain and Sale Deed and Bill of Sale. Good and indefeasible
marketable title to the Improvements shall be conveyed and assigned at Closing, by the Borrower
to PURA pursuant to that certain Bargain and Sale Deed and Bill of Sale dated of even date
herewith (the "Deed and Bill of Sale").
Section 2.03. Other Assignments. Pursuant to that certain Assignment and Assumption
of Leases (the "Assignment of Leases") and that certain Assignment and Assumption of
i� 4843-0042-7589.7
Personal Property of even date herewith (the "Assignment of Personal Property") both of even
date herewith, Borrower hereby agrees to transfer, convey and assign to PURA, all right, title
and interest of the Borrower in and to the following:
(a) Security Deposits. All security deposits of any nature whatsoever held by
or for the benefit of the Borrower with respect to the Property and Improvements,
including all security deposits associated with any and all leases, including but not
limited to the Leases of the Property and the Improvements;
(b) Escrow Accounts. All escrow accounts of any nature whatsoever for ad
valorem taxes, casualty or other insurance, hold -backs and/or other expenses held by or
for the benefit of the Borrower with respect to the Property and Improvements;
'r (c) Rents. As of -the Closing Date, PURA is entitled to the collection of all
rents, issues and profits from the Property and Improvements;
(d) Leases. At Closing, Borrower assigns to PURA all of Borrower's right,
title, and interest as lessor or lessee in all leases, including but not limited to the Ground
Lease and the Garage Lease;
(e) Plans. All right, title, and interest of Borrower in and to all plans and
specifications relating to the Improvements (the "Plans and Specifications") and all
unexpired claims, warranties, guarantees, and sureties, if any, received in connection with
the Improvements, if and to the extent assignable ("Warranties");
(f) Material Contracts. All of Borrower's right, title, and interest in and to
all service, supply, and maintenance contracts, and equipment leases to the extent
assignable, if any (the "Contracts");
(g) Licenses and Permits. All licenses, permits, certificates of occupancy
issued by any federal, state, county, municipal or other governmental authority relating to
the use, maintenance, or operation of the Property and Improvements, if any (the
"Licenses and Permits") running to, or in favor of, Borrower and/or the Property and
Improvements; and
(h) Personal Property. All of Borrower's personal property, equipment, and
supplies located at or used in connection with the Property and Improvements and all
intangible personal property owned by the Borrower in connection with the development,
leasing, management and/or operation of the Property and Improvements, including, but
not limited to, logos, trade styles, and trade names, assignable contract rights, brochures,
manuals, lists of contractor parkers, advertising material, assignable utility contracts, and
assignable telephone numbers (collectively, the "Personal Property").
Section 2.04. Absolute Conveyance. Borrower acknowledges and agrees that the
conveyance of the Improvements to PURA at Closing hereof, according to the terms and
% conditions of this Agreement, is an absolute conveyance of all the right, title and interest in and
to the Improvements and was not and is not now intended as a deed of trust, mortgage, trust
conveyance, or other security agreement of any nature whatsoever, and that Borrower has no
0
111'�, 4843-0042-7589.7
further interest (including specifically, but without implied limitation, any rights of redemption)
or claims in and to the Property, the Improvements or to the rents, issues or profits and other
proceeds that may be derived therefrom, of any kind whatsoever. Except with respect to the
representations and warranties set forth in this Agreement, the Improvements are being conveyed
by Borrower to PURA in "AS IS, WHERE IS" condition.
Section 2.05. Borrower Acknowledgement; Merger Not Intended. Borrower
acknowledges and agrees as follows:
(a) Extinguishment of Equity of Redemption. The Deed and Bill -of Sale is
being executed, delivered and accepted as a release of Guarantor under the Guaranty and
in full satisfaction of the indebtedness of Borrower as to all Loan Obligations and that the
same shall be interpreted and construed the same as being in lieu of an actual foreclosure
proceeding of the liens under the Loan Documents and as an absolute conveyance to
PURR of all right, title and interest in the Improvements (including specifically but
without limitation, any equity or rights of redemption of Borrower therein or thereto).
(b) No Merger. Neither the City, PURA nor Borrower intend that there be,
and there shall not in any event be, a merger of any of the liens under the Loan
Documents (the "Liens") with the title or other interest of the City in the Property or with
the title or other interest of PURA by virtue of the conveyances to PURA to be evidenced
by the Deed and Bill of Sale, the Assignment of Leases and the Assignment of Personal
Property and the parties expressly provide that each such interest in such Liens on one
hand and title to the Property on the other, be and remain at all times SEPARATE and
DISTINCT.
(c) Liens and Power of Sale Preserved. The title and other interest of the
City in the Property and the title and interest of PURA under the Deed and Bill of Sale,
the Assignment of Leases and the Assignment of Personal Property, to be executed at
Closing will not merge with the Liens and that for purposes of priority as between
(i) intervening or inferior liens and encumbrances, if any, on or against the Property and
Improvements, and (ii) the Liens (but not for purposes of personal deficiency liability of
Borrower), any and all rights of the City to exercise its remedies of foreclosure by sale of
any of the Liens or any other remedies are expressly preserved hereby and thereby and
for purposes of limitations and any other applicable time -bar defense, are expressly
extended as evidenced by this instrument.
(d) Priority of the City's Liens Preserved. The priority of the Liens is
intended to be and shall remain in full force and effect and nothing herein or in any
instruments executed in connection herewith shall be construed to subordinate the
priority of the Liens to any other liens or encumbrances whatsoever.
(e) Revival. If the conveyance of the Improvements from Borrower to PURA
is voided, avoided or set aside for any reason whatsoever, (i) the Liens evidenced by the
Loan Documents will be automatically revived and reinstated if the same shall have been
previously released, in whole or in part, by the City; (ii) the City shall have the right to
foreclose the Liens and take such other action permitted thereby; and (iii) all costs of the
5
now
4843-0042-7584.7
r.,
City and PURR incurred in connection with this Agreement and any other cost of
enforcement of the rights and remedies of the City and PURR shall be payable by
Borrower.
Section 2.06. Satisfaction of Borrower/Guarantor Liability. At Closing, the City
agrees, subject to the limitations and conditions herein set forth, to accept the conveyance by
Borrower to PURA under the Deed and Bill of Sale and the assignment by Borrower under the
ftlAssignment of Leases and the Assignment of Personal Property and any all other transfers
hereunder and in doing so the City agrees that the Loan Obligations will thereafter not be
personally enforceable against Borrower or Guarantor subject to reinstatement of said Guaranty
in the event Borrower's conveyance of the Improvements to PURR is ever voided, avoided or set
aside for any reason whatsoever.
ARTICLE III
CLOSING
Section 3.01. Closing Date. The closing of the transactions contemplated hereby (the
"Closing") will occur on October 27th, 2017 or such other date as the parties shall mutually agree
upon (the "Closing Date").
Section 3.02. Location of Closing. The Closing shall be conducted by City's counsel or
PURA's counsel with all documents and instruments being delivered to City's Counsel or
rr PURA's counsel, or to a title company designated by their counsel (the "Title Company").
Section 3.03. Closing Procedures. At or prior to Closing, Borrower shall deliver to the
City's counsel, PURA's counsel, or to the Title Company, in escrow, the following:
(a) Conveyance Documents. The duly executed and acknowledged Deed and
Bill of Sale as set forth in Section 2.02 above. The Assignment of Leases in the form
attached hereto as Exhibit C and the Assignment of Personal Property in the form
attached hereto as Exhibit D assigning all of Borrower's right, title and interest in and to
the Personal Property to PURA.
�(b) Books and Records. All books and records relating to the operation of the
Improvements, together with executed copies of all leases, including but not limited to
the Leases, contracts, commitments and agreements that are assigned to PURA pursuant
to this Agreement.
(c) Seller Affidavit. A customary seller closing affidavit of Borrower in form
satisfactory to the City, PURA and the Title Company.
(d) Further Actions. All such other and further conveyances, assignments,
releases, confirmations and instructions or further assurances, approvals, consents and all
other documents as may be reasonably necessary, expedient or proper in order to
'! consummate any and all conveyances, transfers, sales and assignments herein provided.
N
o� 4843-0042-7589.7
(e) Title Policy. As a condition to the City's and to PURA's obligation to
close, PURA or its designee must obtain at Closing from the Title Company a
commitment to issue American Land Title Association Form Leasehold Title Insurance
Policy or equivalent acceptable to the City ("Title Policy"), naming PURA as the
insured, which Title Policy shall show title to the Improvements vested in PURA subject
only to the Permitted Exceptions set forth in the Title Policy. The Title Policy shall be in
the amount of Two Hundred Fifty Thousand and 00/100 Dollars ($250,000.00). PURA
shall pay the premium for such Title Policy upon Closing.
Section 3.04. Conditions to Closing. The City's and PURA's obligations under this
Agreement are expressly conditioned upon the occurrence of the following events:
U (a) The representations and warranties of Borrower set forth herein shall have
been true and correct when made and as of the Closing late its all material respects;
(b) Borrower shall have delivered or made available to PURA the items
referred to in Section 3.03; and
(c) The City and PURA shall have received all necessary and required
approvals to be able to consummate the transactions contemplated by this Agreement.
ARTICLE IV
COVENANTS OF BORROWER
Section 4.01. Inspection. On or before Closing, the City, PURA and their authorized
agents may inspect the Property, the Improvements, and the books and records, contracts,
agreements and other documents maintained by Borrower in connection with the ownership and
operation of the Improvements.
ARTICLE V
ADDITIONAL REPRESENTATIONS AND WARRANTIES OF BORROWER
Section 5.01. Legal and Authorized Transactions; Authority; No Breach. The
execution and delivery of this Agreement and the consummation of the transactions
contemplated hereby have been duly authorized by all necessary action and this Agreement
constitutes the legal, valid and binding obligation of Borrower, enforceable against Borrower in
accordance with its terms.
Section 5.02. Mechanic's Liens. To the Borrower's knowledge (a) no action has been
taken, suffered or permitted by or on behalf of Borrower, the effect of which would be to
establish or cause the inception or priority of any mechanics' or materialmen's lien, charge or
encumbrance upon the Property or any part thereof or interest therein; and (b) no liens or lien
claims, choate or inchoate, arising from Borrower's actions or otherwise, exist for the benefit of
mechanics or materialmen in regard to the Property.
7
�� 4843-0042-7589.7
Section 5.03. Litigation. There are no pending or to the knowledge of Borrower,
threatened actions, suits or proceedings before or by any court or administrative agency
I (a) which question the validity of this Agreement, the Deed and Bill of Sale, the Assignment of
Leases, the Assignment of Personal Property or any instrument or agreement executed in
connection herewith or therewith, (b) which seek to restrain or prohibit, or to obtain damages or
a discovery order in respect of, this Agreement, or the consummation of the transactions
contemplated hereby, or (c) which are likely in any case or in the aggregate to adversely affect
the consummation of the transactions contemplated hereby, or the financial condition, business
or operations of the Borrower.
Section 5.04. Good Faith. This Agreement, the Deed and Bill of Sale, the Assignment
of Leases and the Assignment of Personal Property to be executed at Closing and all information
furnished to the City and to PURA, are made and furnished in good faith, for value and valuable
consideration.
Section 5.05. Bankruptcy. Neither Guarantor nor Borrower has filed a petition in any
case, action, or proceeding under the Bankruptcy Code or any similar state law; no petition in
any case, action, or proceeding under the Bankruptcy Code or any similar state law has been
filed against Borrower or Guarantor that has not been dismissed or vacated; and neither
Borrower nor Guarantor have filed an answer or otherwise admitted in writing insolvency or
inability to pay their debts or made an assignment for the benefit of creditors or consented to an
appointment of a lender or trustee of all or a material part of their property.
Section 5.06. Representations and Warranties of Guarantor. Guarantor represents
and warrants to the City and to PURA as follows:
(a) Guarantor is competent and has sufficient legal capacity to enter into,
deliver, and perform its respective obligations under this Agreement and the documents
to be executed and delivered by it under this Agreement.
(b) Guarantor has not filed a petition in any case, action, or proceeding under
the Bankruptcy Code or any similar state law; no petition, in any case, action or
proceeding under the Bankruptcy Code or any similar state law has been filed against
Guarantor that has not been dismissed or vacated; and Guarantor has not filed an answer
or otherwise admitted in writing insolvency or inability to pay its debts or made an
assignment for the benefit of creditors nor consented to an appointment of a receiver or
trustee of all or any material part of its property.
(c) Guarantor has requested the City and PURA enter into this Agreement of
their own free will and Guarantor has been represented by competent legal counsel of its
own choosing. Guarantor agrees that this Agreement is fair and that neither the City nor
PURA has taken advantage of Guarantor by threats, intimidation, overreaching,
unconscionable conduct, or otherwise. Guarantor is proceeding in this transaction as a
volunteer in what it perceives to be its own best interests.
L,
Section 5.07. Survival. Each representation and warranty set forth in this Agreement
shall survive the Closing and delivery of the Deed and Bill of Sale and the Assignment and
�y 4843-0042-7589.7
f,
Assumption Agreement and other documents to be delivered to the City, PURR and the Title
Company under the terms of this Agreement.
ARTICLE VI
INDEMNIFICATION AND RELEASE OF THE CITY AND PURA
C Section 6.01. Pre -Closing Claims. Borrower and Guarantor agree that PURA's
acceptance of title to the Improvements under the Deed and Bill of Sale will not create any
liability on the City's part or PURA's part to third parties that have claims of any kind against
Borrower, in connection with the Improvements or otherwise. With the exception of the Leases
(which PURA will assume only with respect to compliance thereunder from and after the
... Closing), PURA will not assume and discharge any liabilities pertaining to the Improvements,
including without limitation any liabilities of Borrower under the Leases prior to the Closing
Date. Borrower and Guarantor agree to indemnify and hold the City and PURA harmless, from
and against any losses, damages or expenses (including attorneys' fees and court costs)
pertaining to claims arising out of the Improvements or from events that occurred prior to the
date of Closing. This Agreement does not confer any third party benefits on persons not a
signatory to this Agreement.
Section 6.02. Misrepresentation. Borrower and Guarantor jointly and severally shall
indemnify and hold the City and PURA harmless from and against any losses, damages, costs or
expenses (including attorneys' fees) incurred by the City or by PURA as a direct or indirect
result of (a) any breach of any representation or warranty of Borrower or by Guarantor contained
in this Agreement, or (b) any breach or default by Borrower or Guarantor under any of the
covenants or agreements contained in this Agreement to be performed by Borrower or
Guarantor, all of which shall survive the Closing hereof.
Section 6.03. Release. Borrower and Guarantor acknowledge and agree that PURA as a
party to this Agreement and by its acceptance of title to the Improvements and the City as a party
to this Agreement do not assume or create any obligations on the part of the City or PURA, past
and present officials, nominees, designees, parents, subsidiaries, affiliates, and all of their
respective officials, officers, directors, agents, employees, servants, attorneys and
representatives, as well as successors and assigns of any and all of them (collectively, the
"Indemnified Parties") to third parties that have claims or liabilities of any kind whatsoever
against Borrower, Guarantor, the Property or the Improvements accruing prior to the Closing
Date. Borrower and Guarantor further acknowledge and agree that the Indemnified Parties are
not a venturer, co -venturer, insurer, guarantor or partner of Guarantor or of Borrower in
Borrower's ownership of the Improvements and that the Indemnified Parties bear and shall bear
no liability whatsoever resulting from or arising out of Borrower's Leasehold Interest in the
Property, the Personal Property or ownership of the Improvements prior to Closing. Effective
upon the Closing Date, Borrower, Guarantor, and their respective members, partners,
predecessors, successors, officers, directors, employees, attorneys, assigns, agents, beneficiaries,
subrogees, insurers and any others claiming by or through it or them (each a "Releasing Party"
and collectively, the "Releasing Parties"), hereby irrevocably and unconditionally release,
acquit and forever discharge the Indemnified Parties from and against any and all causes of
action, suits, debts, liens, obligations, liabilities, claims, demands, damages, judgments, losses,
6
4843-0042-7589.7
C
orders, penalties, costs; charges, claims for the recovery of preferential transfers, fraudulent
conveyances, or other avoidance actions under federal or state law, and expenses of any kind,
including, without limitation, attorneys' fees, of any kind or nature whatsoever, direct or indirect,
proximate, known or unknown, suspected or unsuspected, fixed or contingent, liquidated or un-
liquidated, that the Releasing Parties hold or assert, or may hold or assert, against the
Indemnified Parties which in any way arise from or relate to the Loan, the Loan Documents and
all other documents executed or to be executed as contemplated therein, the manner, timing and
amount of advances made or not made under the Loan Documents, the Improvements, the
Personal Property and any promises or other statements made (orally or in writing) or any acts,
omissions, negligence or breach of duty by any officer, employee, or other representative of the
City or of PURA (including without limitation any such promises or other statements that are
inconsistent with any of the provisions of this Agreement or any of the other documents executed
or to be executed in connection herewith or any other Loan Documents) in connection with the
foregoing, WHETHER KNOWN OR UNKNOWN, FORESEEN OR UNFORESEEN, and also
including without limitation any settlement negotiations and also including without limitation,
any damages and the consequences thereof resulting or to result from any of the foregoing
("Released Matters"). The Releasing Parties acknowledge and agree that the Released Matters
include, among other things, any claims for fraud, or any other claim arising from any oral or
written promises, representations, assurances, agreements, statements or advice (including
without limitation any such promises or other statements that are inconsistent with any of the
provisions of this Agreement, or any of the other documents executed or to be executed in
connection herewith or in connection with any of the other Loan Documents) made or given or
allegedly made or given by any officer, employee, agent, attorney or other representative of the
City or of PURA with respect to the Released Matters that are or were false or allegedly false or
that were made or allegedly made without intent to perform the same.
The foregoing release extends to claims which the Releasing Parties do not know or
suspect to exist in their favor at the time of executing this release, which if known by the
Releasing Parties must have materially affected their settlement with the Indemnified Parties.
Each Releasing Party hereby waives any law (and any rights, claims, counterclaims and defenses
in connection therewith) that provides that any such claim not known or suspected to exist is not
waived or cannot be waived by the general waiver set forth above. Each of the Releasing Parties
agrees that this waiver and release is an essential and material term of this Agreement and that
the agreements in this Section 6.03 are intended to be in full satisfaction of any alleged injuries
or damages in connection with the Released Matters. Each of the Releasing Parties represents
and warrants that it has not purported to convey, transfer or assign any right, title or interest in
any Released Matter to any other person or entity and that the foregoing constitutes a full and
complete release of the Released Matters. Each of the Releasing Parties also understands that
this release shall apply to all unknown or unanticipated results of the transactions and
occurrences described above, as well as those known and anticipated. Each of the Releasing
Parties has consulted with legal counsel prior to signing this Agreement, or had an opportunity to
obtain such counsel and knowingly chose not to do so, and provides this release voluntarily, with
the intention of fully and finally extinguishing all Released Matters.
10
L 4843-0042-7589.7
r
ARTICLE VII
GENERAL PROVISIONS
Section 7.01. Survival. All representations, warranties, covenants and agreements of
the parties made in this Agreement shall survive the execution and delivery hereof and the
Closing hereunder, until such time as all of the obligations of the signatories hereto shall have
,., lapsed in accordance with their respective terms or shall have been discharged in full.
Section 7.02. Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the parties hereto and their respective successors and assigns.
Section 7.03. Modifications and Waivers. No delay on the part of the City or PURA in
exercising any right, power or privilege hereunder, shall operate as a waiver thereof, nor shall
any waiver of any right, power or privilege hereunder operate as a waiver of any other right,
power or privilege hereunder, or preclude any other or further exercise thereof, or the exercise of
any other right, power or privilege hereunder. All rights and remedies herein provided are
cumulative and are not exclusive of any rights or remedies which the parties hereto may
otherwise have at law or in equity. The City and PURA shall each have the right to waive any of
the conditions precedent to their obligations under this Agreement. No such waiver,
modification, discharge or amendment of this Agreement will be valid in the absence of the
written and signed consent of the party against which enforcement of such is sought, except as
otherwise provided herein.
Section 7.04. Entire Agreement. This Agreement contains the entire agreement
between the parties relating to the transaction contemplated hereby. All prior or
contemporaneous agreements, understandings, representations and statements, whether written
or oral, are merged herein.
Section 7.05. Notices. All notices, demands and requests given or required to be given
by any party to this Agreement are to be in writing and must be sent, if mailed, by U.S. Certified
mail, Return Receipt Requested, or by national overnight courier service such as Federal
Express, to the addresses set forth below:
if to Borrower: Pueblo Main Street Garage Corporation
c/o Jim Munch, City Hall Place
Pueblo, Colorado 81003
if to City: City of Pueblo, Colorado
200 South Main Street
Pueblo, Colorado 81003
if to PURA: Pueblo Urban Renewal Authority
115 E. Riverwalk, Suite 410
Pueblo, Colorado 81003
11
4843-0042-7589.7
or to such other address or addresses as hereafter shall be furnished by any of the parties hereto
1, to all other parties. Notices, demands and requests given in the aforesaid manner will be deemed
given for all purposes hereunder on the third (3 d) business day after being deposited in any post
office or branch post office regularly maintained by the United States postal service. Any
notices sent by telecopy, facsimile or overnight courier shall be deemed to have been given on
the date received by the addressee as confirmed by facsimile or courier confirmation.
Section 7.06. Captions. All section titles or captions contained in this Agreement, in
any exhibit annexed hereto or in any schedule referred to herein or for convenience only and
shall not affect the meaning or interpretation of this Agreement.
r,. Section 7.07. Governing Law. This Agreement shall be construed in accordance with
the applicable laws of the State of Colorado and applicable federal law.
Section 7.08. Casualty. In the case of material damage to or destruction of the
Improvements before the Closing Date, Borrower shall promptly give the City and PURR
written notice of that damage or destruction, together with such reasonable details of which
Borrower may have knowledge. After Borrower's notice is given, the City and PURA at their
sole option, may terminate this Agreement by giving written notice of termination to Borrower
on or before the Closing Date without further obligation under this Agreement, and if neither the
City nor PURA shall elect to terminate this Agreement, the parties to this Agreement shall close
the transaction contemplated by this Agreement in accordance with the terms of this Agreement,
and PURA shall receive from Borrower an assignment by Borrower of all insurance proceeds,
including rental loss insurance proceeds for the period from and after the Closing Date until the
Improvements are fully restored, for such damage or destruction.
Section 7.09. No Third -Party Beneficiary. Borrower acknowledges and agrees that the
acceptance by PURA of title to the Improvements, the assignment of the Personal Property and
the assignment of Borrower's Leasehold Interests under the terms of this of various contracts and
agreements pertaining to the Improvements shall not create any obligations on the part of PURA
or the City to third parties that have claims of any kind whatsoever against Borrower for the
Improvements, and neither the City nor PURA shall assume or agree to discharge any liabilities
pertaining to the Improvements which occurred before the date of Closing except as otherwise
expressly provided in Section 6.01 of this Agreement.
Section 7.10. No City or PURA Liability. If this Agreement is terminated before
Closing for any reason whatsoever or if Borrower defaults hereunder, neither the City nor PURA
will not be liable for any obligations under this Agreement. Nothing contained in this
o, Agreement modifies the Loan Documents or shall be deemed to waive, modify, or limit any of
the City's or PURA's rights and remedies, all those rights and remedies being expressly
reserved. Nothing contained in this Agreement will be construed, before Closing, as a waiver of
any defaults by Borrower under the Loan Documents, or as a modification or limitation of any
previous waiver of any defaults by Borrower. The City reserves the right at any time before
Closing, to enforce any or all of its rights and remedies arising under the Loan Documents or
otherwise pursuant to law or equity without notice.
12
4843-0042-7589.7
Section 7.11. Expenses. Except as otherwise expressly provided in this Agreement, each
party shall pay all of its own costs, expenses and fees associated or in any way pertaining to this
Agreement, including, without limitation, the consummation of the transactions contemplated by
this Agreement. PURA shall pay for the cost of the Title Policy and related title search
expenses, and Borrower shall pay for the cost of any documentary stamps, or other transfer taxes
required to be affixed to the Deed and Bill of Sale, if any, to the extent applicable, together with
the costs of recording the Deed and Bill of Sale.
[Remainder of page intentionally left blank]
13
4843-0042-7589.7
r
IN WITNESS WHEREOF, the parties hereto have signed counterparts of this
Agreement, each of which shall be deemed to be an original document, as of the date set forth
above.
BORROWER:
PUEBLO MAIN STREET GARAGE
CORPORATION � f
[SEAL]
Attest:
By: _...._..
JackZinn, Secretary
uo-
GUARANTOR:
PUEBLO MAIN STREET GARAGE
CORPORATION
4843-0042-7589
CITY:
THE CITY OF PUEBLO, COLORADO
By.. ��..
Stephen G. Nawrocki, President of the
City Council
[SEAL]
Attest:
A
B
6i� ,-gtft tr,— it C k
4843-0042-7589
PURA:
PUEBLO URBAN RENEWAL AUTHORITY
By i—
[SEAL]
Atte,
4843-0042-7589
r
PARCEL "A"
EXHIBIT A
LEGAL DESCRIPTION
A tract or parcel of land located in Block 70 and 80, vacated Mechanics Street,
t� vacated alley in Block 70, map of South Pueblo recorded December 13, 1872
in Book 2B at pages 4 5, also being in the SE 1/4 of Section 36, Township 20
South, Range 65 West, of the 6th Principal Meridian, in the City of Pueblo,
County of Pueblo, State of Colorado, said tract or parcel being more
particularly described as follows:
Beginning at a point on the Southeasterly Right of way line of S. Main St.,
which bears N. 49' 44' 10" E a distance of 293.80 feet from a found City of
Pueblo monument located in the intersection of S. Main St. and "D" St. (Lead &
Tack in monument well), said point being the True Point of Beginning of this
description. Thence the following courses;
1. N 43' 52' 3 1 " E a distance of 132.17 feet, along the Southeasterly Right
of way line of S. Main St.;
2. S 46' 07' 29" E a distance of 448.03 feet;
3. S 43' 52' 3 1 " W a distance of 28.67 feet;
4. N 46' 07' 29" W a distance of 24.42 feet;
5. S 43' 52' 3 1 " W a distance of 103.50 feet;
6. N 46' 07' 29" W a distance of 213.00 feet;
7. S 43' 52' 3 1 " W a distance of 24.42 feet;
8. N 46' 07' 29" W a distance of 29.33 feet;
9. N 43' 52' 3 1 " E a distance of 24.42 feet;
10. N 46' 07' 29" W a distance of 181.28 feet to the True Point of
Beginning of this description.
Basis of Bearings: Bearings are based on a line from a found City of Pueblo
centerline monument located in the intersection of S. Oneida St. and "D" St.
(Lead & Tack in monument well) and a found City of Pueblo monument located
in the intersection of S. Main St. and "D" St. (Lead & Tack in monument well)
which bears N 46' 05' 49" W.
Exhibit A
4843-0042-7589.7
EXHIBIT B
Deed and Bill of Sale
[Attached]
4843-0042-7589.7
W
2087156 6S D 11/02/2017 10:48:14 AM
Page: 1 of 6 R 38.00 D 0.00 T 38.00
Gilbert Ortiz Clerk/Recorder, Pueblo County, Cc
III F143:1 04felkV 0 V RN.�� �'i� � � 1111
Deed and Bill of Sale
The space above this line is reserved for recording purposes.
AFTER RECORDING
RETURN TO PREPARER:
Mario Trimble, Esq.
Kutak Rock LLP, Suite 3000
1801 California Street
Denver, Colorado 80202
BARGAIN AND SALE DEED AND BILL OF SALE
THIS BARGAIN AND SALE DEED AND BILL OF SALE is made by PUEBLO
MAIN STREET GARAGE CORPORATION, a Colorado non-profit corporation (hereinafter
ar, referred to as "Grantor"), whose address is c/o 1 City Hall Place, Pueblo, Colorado 81003, to
the PUEBLO URBAN RENEWAL AUTHORITY, a body corporate and politic, whose
address is 115 E. Riverwalk, Suite 410, Pueblo, Colorado 81003 (hereinafter referred to as
"Grantee", the words "Grantor" and "Grantee" to include their respective legal representatives,
successors and assigns where the context requires or permits).
WITNESSETH, for and inconsideration of the sum of Ten and No/100 Dollars ($10.00),
and other good and valuable consideration, the receipt, adequacy, and sufficiency of which are
hereby acknowledged by Grantor, Grantor hereby forever grants, bargains, sells and conveys to
Grantee, all right, title and interest of Grantor in and to any improvements, including, without
limitation, any buildings, structures, fixtures, equipment, personal property and all other
appurtenances (collectively, the "Improvements"), and the real property located upon that
certain real property described on Exhibit A, attached hereto and made a part hereof (the
"Land"):
This instrument is an absolute conveyance. Grantor herein conveys all its right, title and
interest in and to the Improvements and the Land, if any, to Grantee for fair and adequate
consideration, such consideration, in addition to the above recited, being full satisfaction of all
obligations secured by that certain Deed of Trust (First), granted by Grantor to the Public Trustee
for the County of Pueblo, Colorado for the benefit of Grantee as successor in interest to NDC
New Markets Investments XIX, L.P., dated December 14, 2006 and recorded on December 27,
2006, in the real property records of the Pueblo County Clerk and Recorder's Office at Reception
No. 1707654, in consideration of and as satisfaction for the repayment of the loan described
therein ("Deed of Trust").
Grantor declares that this conveyance is freely and fairly made, and that there is no other
deed between Grantor and Grantee with respect to the Improvements or the Land, and that there
-,
are no agreements, oral or written with respect to the Improvements or the Land, other than (a)
this Bargain and Sale Deed and Bill of Sale; (b) that certain Assignment of Leases even date
lk4843-0042-7589.7
herewith, between Grantor as assignor and Grantee as assignee; (c) that certain Agreement of
Deed in Satisfaction of even date herewith, by and among Grantor and Grantee, agreeing to the
full satisfaction of the obligations owed by Grantor to Grantee under Deed of Trust.
[Remainder ofpage intentionally left blank; signature page follows.]
20871.55 BS D 11/02/2017 10:48:14 AM
Pagge:: 2 of 38.00 D 0.00 T 38.00
Gallo rt Ortiz Clork/RecordA'ar, Pueblo Cownty, Co
1111 prarr WICH11MVINC WA I1WA4,1I II1
4843-0042-7589.7
2087156 B5 D 11/02/2017 10:48:14 AM
Page: 3 of 6 R 38.00 D 0.00 T 38.00
Gilbert Ortiz Clerk/Recorder, Pueblo County, Cc
Bill 11FAI I I I IA) 06H Nil: r"4:C' NIUA ®III 1
This Bargain and Sale Deed and Bill of Sale is executed as of the =day of October, 2017.
GRANTOR:
PUEBLO MAIN STREET GARAGE
STATE OF COLORADO )
) ss.
CITY OF PUEBLO )
The foregoing document was acknowledged before me this * day of October, 2017, by Gary
Trujillo, as President of the Pueblo Main Street Garage Corporation, a Colorado non-profit
corporation.
Witness my hand and official seal.
My commission expires: �C71-2-(02-C
L
Lota ` _�0-"CA--�'
Public
4843-0042-7589
C.",.
2087156 BS D 11/02/2017 10:48:14 AM
Page: 4 of 6 R 38.00 D 0.00 T 38.00
Gilbert Ortiz Clerk/Recorder, Pueblo County, Cc
mill KIPIMPJ�il� .` ��, ��'R�V1 MV,I'M41I II1
EXHIBIT A
LEGAL DESCRIPTION
PARCEL "A"
A tract or parcel of land located in Block 70 and 80, vacated Mechanics Street, vacated
alley in Block 70, map of South Pueblo recorded December 13, 1872 in Book 2B at
pages 4 5, also being in the SE 1/4 of Section 36, Township 20 South, Range 65 West, of
the 6th Principal Meridian, in the City of Pueblo, County of Pueblo, State of 'Colorado,
said tract or parcel being more particularly described as follows:
Beginning at a point on the Southeasterly Right of way line of S. Main St., which bears
N. 49' 44' 10" E a distance of 293.80 feet from a found City of Pueblo monument
located in the intersection of S. Main St. and "D" St. (Lead & Tack in monument well),
said point being the True Point of Beginning of this description. Thence the following
courses;
1. N 43' 52' 31" E a distance of 132.17 feet, along the Southeasterly Right
of way line of S. Main St.;
2. S 46' 07' 29" E a distance of 448.03 feet;
3. S 43' 52' 3 1 " W a distance of 28.67 feet;
4. N 46' 07' 29" W a distance of 24.42 feet;
5. S 43' 52' 3 1 " W a distance of 103.50 feet;
6.
N 46'
07'
29" W a distance of 213.00 feet;
7.
S 43'
52'
3 1 " W a distance of 24.42 feet;
8.
N 46'
07'
29" W a distance of 29.33 feet;
9.
N 43'
52'
3 1 " E a distance of 24.42 feet;
10.
N 46'
07'
29" W a distance of 181.28 feet to the True Point of Beginning of this
description.
Basis of Bearings: Bearings are based on a line from a found City of Pueblo centerline
monument located in the intersection of S. Oneida St. and "D" St. (Lead & Tack in
monument well) and a found City of Pueblo monument located in the intersection of S.
Main St. and "D" St. (Lead & Tack in monument well) which bears N 46' 05' 49" W.
4843-0042-7589
087156 88 ❑ 11/0 / 017 10:48:14 AM
p e. 8 of R 88.00 ❑ 0.00 T 38.00
CiY�rerY Ortiz Clerk)Reocroer, Pueblo County, Co
EXHIBIT B
Permitted Encumbrances
1. (a) Unpatented mining claims; (b) reservations or exceptions in patents or in Acts
authorizing the issuance thereof, (c) minerals of whatsoever kind, subsurface and surface
substances, in, on, under and that may be produced from the Land, together with all
rights, privileges, and immunities relating thereto, whether or not the matters excepted
under (a), (b) or (c) are shown by the Public Records or listed herein.
2. Water rights, claims or title to water.
3. Any and all unpaid taxes and assessments and any unredeemed tax sales.
4. Any and all existing leases and tenancies.
5. Title to all minerals within and underlying the premises, together with all mining and
drilling rights and other rights, privileges and other immunities relating thereto. The
Company makes no representation as to the present ownership of any such interests.
There may be leases, grants, exceptions or reservations of interests that are not listed.
6. Title lying within the boundaries of South Main Street; and "D" Street.
7. Any and all existing roads, highways, ditches, canals, reservoirs, wells, railroad tracks,
pipelines, waterlines, power lines, telephone lines, and any and all- unrecorded rights of
way or easements therefore.
8. Matters as depicted on the plat for South Pueblo recorded December 13, 1872 in Book S
at Page 51 as Reception No. 245.
9. Matters as depicted on the plat for Trackage Subdivision recorded November 2, 1916 in
Book T at Page 3 as Reception No. 226302.
10. Ordinance No. 51 granting certain rights, privileges and franchises, including right of
way along and across certain streets and alleys in the City of Pueblo to the Pueblo and
State Line Railroad Company, and also vacating certain streets and alleys in the City of
Pueblo recorded March 3, 1950 in Book 1117 at Page 358 as Reception No. 859915.
11. Easement and Right of Way in favor of the City of Pueblo, Colorado for sanitary sewer
recorded June 25, 1980 in Book 2035 at Page 213 as Reception No. 639670.
12. Ordinance No. 976 vacating a portion of Mechanic Street recorded September 19, 1980
in Book 2044 at Pape 622 as Reception No. 646237.
13. Ordinance No. 1524 vacating all of the alley in Block 70, South Pueblo; and all of the
alley in Block 80 South Pueblo recorded November 20, 1980 in Book 2051 at Page 503
as Reception No. 650887.
4843-0042-7589.7
2087155 BS D 11/02/2017 10:48:14 AM
Pa e� e: 6 of 6 R 38.00 D 0.00 T 38.00
Gifr.lt Ortiz Clerk/Recorder, Pueblo County, Cc
mils � � ��� ����1 '��1 IIIA %W
14. Terms and conditions as disclosed in the Parking Easement recorded April 1, 1997 in
Book 2983 at Page 364 as Reception No. 1163052.
15. Terms and conditions as disclosed in the Short Form Ground Lease dated December 14,
2006 by and between The City of Pueblo, Colorado, as lessor and Pueblo Main Street
Garage Corporation, a Colorado non-profit corporation recorded December 27, 2006 as
Reception No. 1707652.
16. Terms and conditions as disclosed in the Short Form Garage Lease dated December 14,
2006 by and between Pueblo Main Street Garage Corporation, a Colorado non-profit
corporation, as landlord, and The City of Pueblo, Colorado, as the lessee recorded
December 27, 2006 as Reception No. 1707653.
Note: Subordination, Attornment and Non -Disturbance Agreement recorded January 3,
2007, at Reception No. 1708433.
17. The affect, if any, of Assessments that may be levied by the Pueblo Conservancy District,
per Notice of an Order Approving the Amended Official Plan for the Pueblo
Conservancy District, recorded August 1, 2007 as Reception No. 1736292 and Map
recorded December 31, 2009 as Reception No. 1829096. Order for Appointment of
Commissioners to Serve as Board of Appraisers and Order Amending Previous Order
recorded October 9, 2012 as Reception No. 1921465.
18.. Notice to extend the time for filing of lien statement recorded June 25, 2008 as Reception
No. 1773692, and recorded December 10, 2008 as Reception No. 1790318, and as
recorded May 7, 2009 as Reception No. 1804670.
4843-0042-7589.7
C
VAMOIAN
Assignment of Leases
[Attached]
4843-0042-7589,7
20871.57 A N_L3 11/02/2017 10:48:14 AM
P �: 1 of S R 33.00 D 0.00 T 33,00
Gi art Ortiz Clerk/Recor& r, Pueblo Cownty, Co
I111 111041W1011 0,1111 Pr�4R� RAW,11 III
Assignment of Leases
The space above this line is reserved for recording purposes.
AFTER RECORDING
RETURN TO PREPARER:
Mario T. Trimble, Esq.
Kutak Rock LLP; Suite 3000
1801 California Street
Denver, Colorado 80202
ASSIGNMENT AND ASSUMPTION OF GROUND LEASE AND GARAGE LEASE
THIS ASSIGNMENT AND ASSUMPTION OF GROUND LEASE AND GARAGE
LEASE (this "Assignment ") is made as of the 27th day of October, 2017 (the "Assignment
Date"), between PUEBLO MAIN STREET GARAGE CORPORATION, a Colorado non-
profit corporation ("Assignor") and the PUEBLO URBAN RENEWAL AUTHORITY, a
body corporate and politic ("Assignee").
WHEREAS, Assignor is presently the holder of the tenant's leasehold interest under that
certain ground lease dated as of December 14, 2006, entered into by and between Assignor, as
lessee, and the City of Pueblo, Colorado (the "City") as lessor (including any amendments or
supplements thereto (the "Ground Lease") with respect to the real property described on Exhibit
A attached hereto (the "Property"); arid
WHEREAS, a Short Form of the Ground Lease, dated December 14, 2006, was recorded
in the records of the Clerk and Recorder of Pueblo County, Colorado on December 27, 2006, as
Instrument No. 170652 (the "Short Form Ground Lease"); and
WHEREAS, Assignor is also presently the holder of the landlord's leasehold interest
under that certain garage lease dated as of December 14, 2006, entered into by and between
Assignor, as lessor, and the City as lessee (including any amendments or supplements thereto
(the "Garage Lease") with respect to the Property; and
WHEREAS, a Short Form of the Garage Lease, dated December 14, 2006, was recorded
in the records of the Clerk and Recorder of Pueblo County, Colorado on December 27, 2006, as
Instrument No. 170653 (the "Short Form Garage Lease"); and
WHEREAS, the Ground Lease and the Garage Lease are referred to herein, together, as
the "Leases". The Short Form Ground Lease and the Short Form Garage Lease are referred to
herein, together, as the "Short Form Leases"; and
WHEREAS, the Assignor, the Assignee and the City have entered into that certain
Agreement of Deed in Satisfaction (the "Agreement") of even date herewith, the parties thereto
�agreed that Assignor and Assignee would enter into this Assignment in accordance with the
terms and conditions of the Agreement.
4843-0042-7589.7
2087157 RSN_LS 11/02/2017 10:48:14 AM
Page: 2 of 5 R 33.00 D 0.00 T 33.00
Gilbert Ortiz ClerklReoorder, Pueblo County, Co
III 'lIdW, Ed
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, Assignor and Assignee agree as follows:
1. Assignor hereby assigns, conveys, transfers and sets over unto Assignee all of
Assignor's right, title and interest in, to and under the Leases arising from and after the
Assignment Date. Assignor hereby expressly retains the right to enforce any indemnity,
insurance or comparable obligations under the Leases relating to claims or other events arising or
occurring prior to the Assignment Date.
2. Assignor herein grants to Assignee the right to amend and or terminate the Short
Form Leases by recording amendments thereto or terminations thereof in the records of the Clerk
and Recorder of Pueblo County, Colorado. Assignor agrees to execute any and all documents
reasonably required in connection with such amendments or terminations.
3. Assignee hereby assumes and agrees to pay all sums, and perform, fulfill and
comply with all covenants and obligations which are to be paid, performed, fulfilled and
complied with by Assignee under the Leases from and after the Assignment Date.
4. This Assignment shall inure to the benefit of and shall be binding upon the parties
hereto and their respective successors and assigns. This Assignment is executed and delivered
pursuant to, and is subject to the applicable terms and conditions of, the Agreement.
5. This Assignment shall be governed by and construed in accordance with the laws
of the State Colorado.
6. The parties agree that this Assignment may be executed by the parties in one or
more counterparts and each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
[The remainder of this page intentionally left blank, signature acknowledgement pages follow.]
4843-0042-7589.7
2087157 ASN LS 11/02/2017 10:48:14 AM
Patt�e: 3 of 5 R 33.00 D 0.00 T 33.00
Giltart Ortiz Clerk/Recorder, Pueblo County, Co
III N,-Q %1'QuIrA 0 WAA 11111
IN WITNESS WHEREOF, Assignor and Assignee have caused this Assignment to be
duly executed as of the Assignment Date above written.
Attested:
By:
Jack Qui ,-Secretary
[SEAL]
STATE OF COLORADO )
ss.
CITY OF PUEBLO )
ASSIGNOR:
PUEBLO MAIN STREET GARAGE
CORPORATION, as lessee hereunder
LOW
The foregoing instrument was acknowledged before me this day of October, 2017
by Gary Trujillo, as President of the PUEBLO MAIN STREET GARAGE CORPORATION, a
Colorado non-profit corporation and attested by Jack Quinn, as the Secretary of the Pueblo Main
Street Garage Corporation.
WITNESS my hand and office seal
[SEAL]
My commission expires:
ANGELA PACHECO
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20174010554
My Commission Expires 03- -2021
Notary P HC
[Signatures and acknowledgements continue on the following page.]
4843-0042-7589
[SEAL]
Attest
By. Jerry P ch co, Secretary
'-'
b
STATE OF COLORADO )
ss.
CITY OF PUEBLO )
2057157 ASN_LS 11/02/2017 10:45:14 AM
Pacc�e: 4 of $ R 33.00 D 0.00 T 3.00
Gilbert Ortiz Clerk/Recorder, PQeblo County. Co
mill iIfj*IM1 "IO' I N' M,'R?VA,W-K UA 11111
ASSIGNEE:
PUEBLO URBAN RENEWAL AUTHORITY,
a body corporate and politic
By:
Name: Donald J. anner, Chairman
The foregoing instrument was acknowledged before me this lO*'�day of October, 2017
by Donald J. Banner, as Chairman of the Pueblo Urban Renewal Authority, and attested by Jerry
Pacheco, as the Secretary of The Pueblo Urban Renewal Authority.
WITNESS my hand and office seal.
[SEAL]
Notary ubl.ic
My commission expires:
7OST7ARTY
A PACHECO
RY PUBLIC
F COLORADO
D 20174010554
n Expires 03-09-2021
4843-0042-7589
r
2087157 ASN_LS 11/02/2017 10:48:14 AM
Pages: 5 of 5 R 33.00 D 0.00 T 33.00
Gilbert Ortiz Clerk/Recorder, Puebla County, Cc
IIIII RIF14491 NVIA IMh N,hNI FUROvs: kJA 11111
EXHIBIT A
LEGAL DESCRIPTION
PARCEL "A"
A tract or parcel of land located in Block 70 and 80, vacated Mechanics Street, vacated
alley in Block 70, map of South Pueblo recorded December 13, 1872 in Book 2B at pages 4 5,
also being in the SE 1/4 of Section 36, Township 20 South, Range 65 West, of the 6th Principal
Meridian, in the City of Pueblo, County of Pueblo, State of Colorado, said tract or parcel being
more particularly described as follows:
Beginning at a point on the Southeasterly Right of way line of S. Main St., which bears
N. 49' 44' 10" E a distance of 293.80 feet from a.found City of Pueblo monument located in the
intersection of S. Main St. and "D" St. (Lead & Tack in monument well), said point being the
True Point of Beginning of this description. Thence the following courses;
1. N 43' 52' 31" E a distance of 132.17 feet, along the Southeasterly Right of way
line of S. Main St.;
2. S 46' 07' 29" E a distance of 448.03 feet;
3. S 43' 52' 3 1 " W a distance of 28.67 feet;
4. N 460 07' 29" W a distance of 24.42 feet;
5. S 43' 52' 3 1 " W a distance of 103.50 feet;
6. N 46' 07' 29" W a distance of 213.00 feet;
7. S 43' 52' 3 1 " W a distance of 24.42 feet;
8. N 46' 07' 29" W a distance of 29.33 feet;
9. N 43' 52' 3 1 " E a distance of 24.42 feet;
10. N 460 07' 29" W a distance of 181.28 feet to the True Point of Beginning of this
description.
Basis of Bearings: Bearings are based on a line from a found City of Pueblo centerline
monument located in the intersection of S. Oneida St. and "D" St. (Lead & Tack in monument
well) and a found City of Pueblo monument located in the intersection of S. Main St. and "D" St.
(Lead & Tack in monument well) which bears N 46' 05' 49" W.
a� 4843-0042-7589.7
EXHIBIT D
Assignment and Assumption Agreement
[Attached]
4843-0042-7589.7
r
ASSIGNMENT AND ASSUMPTION OF
PERSONAL PROPERTY
THIS ASSIGNMENT AND ASSUMPTION OF PERSONAL PROPERTY (this
"Assignment") is made as of this 27th day of October, 2017, by and between Pueblo Main
Street Garage Corporation, a Colorado non-profit corporation, ("Assignor"), and the Pueblo
Urban Renewal Authority, a body corporate and politic ("Assignee").
WITNES SETH:
WHEREAS, on even date herewith, Assignor, Assignee and the City of Pueblo, Colorado
(the "City") entered into that certain Agreement for Deed in Satisfaction (the "Agreement"), to
resolve Assignor's payment obligations under the Loan Documents (as defined therein) by
providing for a conveyance of the Improvements (as defined therein) to PURA, in exchange for
the City's agreement not to pursue Assignor under the Loan Documents and all other monetary
obligations secured by the Loan Documents on the terms and conditions set forth therein. The
Improvements are located on the real property identified on Exhibit A attached hereto and made
a part hereof. Any term with its initial letter capitalized and not otherwise defined herein shall
have the meaning set forth in the Agreement;
WHEREAS, pursuant to the Agreement, Assignor and Assignee enter into this
Assignment for the assignment of the Personal Property as set forth on IaANbit B attached hereto
and made a part hereof (the "Personal Property").
AGREEMENT:
NOW, THEREFORE, in consideration of the premises herein contained and for good and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and
intending to be legally bound hereby, the parties do hereby agree as follows:.
1. Assignor does hereby absolutely, irrevocably and unconditionally give, grant, bargain,
sell, transfer, set over, assign, convey, release, confirm and deliver to Assignee all of the
Personal Property TO HAVE AND TO HOLD all of the foregoing unto the Assignee, its
successors and assigns, from and after the date hereof, subject to the terms, covenants, conditions
and provisions contained herein.
t,a 2. Assignee hereby accepts the foregoing assignment of the Personal Property from and
after the date hereof, and assumes the obligations thereunder first arising from and after the date
hereof.
3. Assignor shall indemnify, defend and protect Assignee from and against any and all
losses which may now or in the future be paid, incurred or suffered by or asserted against
Assignee by any person resulting from, arising from or incurred in connection with any
k 4843-0042-7589.7
obligations arising under any agreement related to the Personal Property on or after the date
hereof.
4. This Assignment and the obligations of the parties hereunder shall survive the
closing of the transactions referred to in *the Agreement and shall be binding upon and inure to
the benefit of the parties hereto, their respective legal representatives, successors and assigns.
5. This Assignment (4) may be executed in counterparts, each of which shall be
deemed an original, and both of which together shall constitute one and the same instrument; (b)
shall be governed by and construed in accordance with the Laws of the State of Colorado; and
(c) may not be modified or amended except by written agreement signed by both parties.
6. If any action or proceeding is commenced by either party to enforce its rights
under this Assignment, the substantially prevailing party in such action or proceeding shall be
awarded all reasonable costs and expenses incurred in such action or proceeding, including
reasonable attorneys' fees and costs (including the cost of in-house counsel and appeals), in
addition to any other relief awarded by the court.
C 7. Nothing in this Assignment alters or amends any covenants, representations,
warranties or indemnities set forth in the Agreement, all of which shall be independent of the
terms and conditions of this Assignment.
1��
[Remainder of page intentionally left blank; signature pages follow]
4843-0042-7589.7
O,,
IN WITNESS WHEREOF, the parties have executed this Assignment on the day and
year first above written.
[SEAL]
Attest
I0
[SEAL]
Atte:
Pueblo Main Street Garage Corporation,
a Colorado rion-pr Uc rporation
m
By: ._....
ary ujil. , lresident
Pueblo Urban Renewal Authority, a body
corporate and politic
By: Donald J. B �
anner, Eaan
4843-0042-7589
EXHIBIT A
LEGAL DESCRIPTION
PARCEL "A"
A tract or parcel of land located in Block 70 and 80, vacated Mechanics Street,
r vacated alley in Block 70, map of South Pueblo recorded December 13, 1872
in Book 2B at pages 4 5, also being in the SE '/4 of Section 36, Township 20
South, Range 65 West, of the 6th Principal Meridian, in the City of Pueblo,
County of Pueblo, State of Colorado, said tract or parcel being more
particularly described as follows:
Beginning at a point on the Southeasterly Right of way line of S. Main St.,
which bears N. 49' 44' 10" E a distance of 293.80 feet from a found City of
Pueblo monument located in the intersection of S. Main St. and "D" St. (Lead &
Tack in monument well), said point being the True Point of Beginning of this
description. Thence the following courses;
1. N 43' 52' 3 1 " E a distance of 132.17 feet, along the Southeasterly Right
of way line of S. Main St.;
2. S 46' 07' 29" E a distance of 448.03 feet;
3. S 43' 52' 3 1 " W a distance of 28.67 feet;
4. N 46' 07' 29" W a distance of 24.42 feet;
5. S 43' 52' 3 1 " W a distance of 103.50 feet;
6. N 46' 07' 29" W a distance of 213.00 feet;
7. S 43' 52' 3 1 " W a distance of 24.42 feet;
8. N 46' 07' 29" W a distance of 29.33 feet;
9. N 43' 52' 3 1 " E a distance of 24.42 feet;
10. N 46' 07' 29" W a distance of 181.28 feet to the True Point of
Beginning of this description.
Basis of Bearings: Bearings are based on a line from a found City of Pueblo
centerline monument located in the intersection of S. Oneida St. and "D" St.
(Lead & Tack in monument well) and a found City of Pueblo monument located
in the intersection of S. Main St. and "D" St. (Lead & Tack in monument well)
which bears N 46' 05' 49" W.
4843-0042-7589
1,,
EXHIBIT B
DESCRIPTION OF PERSONAL PROPERTY
All governmental permits, agreements, licenses, certificates, authorizations, applications,
approvals, entitlements, variances and waivers, including building permits and certificates of
2 occupancy, relating to the construction, ownership, development, use, operation, leasing,
maintenance and/or repair of the Improvements.
All rights, title and interest in and to all intangible property, goodwill, rights, privileges,
and appurtenances in any way related to, or used in connection with, the ownership, operation,
use, development, maintenance or repair of the Improvements including plans and records,
guaranties, warranties, websites, e-mail addresses, trade names, trademarks, telephone and
facsimile numbers assigned to the Improvements or the management office and/or staff of the
Improvements.
4843-0042-7589.7