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