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HomeMy WebLinkAbout09926ORDINANCE NO. 9926 AN ORDINANCE (1) APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND TRANSPORTATION TECHNOLOGY CENTER, INC., A DELAWARE CORPORATION, RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND (2) TRANSFERRING TWO MILLION THREE HUNDRED EIGHTY-SIX THOUSAND FIVE HUNDRED NINETY DOLLARS ($2,386,590) FROM THE 1992-2026 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND FOR PURPOSES OF THE CITY OF PUEBLO’S COMPLIANCE WITH SAID EMPLOYMENT AGREEMENT AND (3) APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE TWO (2) REAL PROPERTY CONVEYANCE AGREEMENTS BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND THE PUEBLO DEVELOPMENT FOUNDATION, A COLORADO NONPROFIT CORPORATION, RELATING TO TWO (2) PARCELS OF IMPROVED LAND LOCATED IN THE PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The City Council finds and determines that the expenditure of $2,386,590.00 for a job creating capital improvement project with Transportation Technology, Inc., a Delaware corporation (“CTSI”) described in the attached agreements is for a public purpose and in furtherance of a municipal function and will create employment opportunities justifying the expenditure of public funds. The City Council further finds the incentives granted to the Company hereby meet the standards established by Section 14-4-85 of the Pueblo Municipal Code. SECTION 2. The following agreements, all dated May 10, 2021, copies of which are attached hereto and are incorporated herein by this reference, having been approved as to form by the City Attorney, are hereby approved:  Employment Agreement between the City of Pueblo and TTC);  Real Property Conveyance Agreement between the City of Pueblo and the Pueblo Development Foundation (“PDF”) for the transfer of 350 Keeler Parkway, Pueblo, CO 81001 to PDF to be leased by PDF to TTCI;  Real Property Conveyance Agreement between the City of Pueblo and PDF for the transfer of 442 Keeler Parkway, Pueblo, CO 81001 to PDF to be leased by PDF to TTCI. The Mayor is authorized to execute and deliver said agreements in the name of the City and the City Clerk is authorized to fix the seal of the City thereto and attest same. The Mayor is further authorized to execute and deliver Special Warranty Deed and related documents at closing, transferring 350 Keeler Parkway, Pueblo, CO 81001 and 442 Keeler Parkway, Pueblo, CO 81001 to PDF. SECTION 3. Funds in the aggregate amount of $2,386,590.00 are hereby authorized to be transferred, expended and made available out of the 1992-2026 Sales and Use Tax Capital Improvement Projects Fund for the sole purpose of the job creating capital improvement project authorized herein and in the manner described in the attached agreements. The funds hereby authorized to be transferred and expended shall be released, disbursed and paid by the City’s Director of Finance as specified in the attached agreements. SECTION 4. The officers and staff of the City are authorized to perform any and all acts consistent with this Resolution and the attached agreements which are necessary or appropriate to implement the transactions described therein. SECTION 5. This Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on April 26, 2021 . Final adoption of Ordinance by City Council on May 17, 2021 . President of City Council Action by the Mayor: ☒ Approved on May 19, 2021 . □ Disapproved on based on the following objections: _ Mayor Action by City Council After Disapproval by the Mayor: □ Council did not act to override the Mayor's veto. □ Ordinance re-adopted on a vote of , on □ Council action on _______ failed to override the Mayor’s veto. President of City Council ATTEST City Clerk City Clerk’s Office Item # C-9 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: April 26, 2021 TO: President Lawrence W. Atencio and Members of City Council CC: Mayor Nicholas A. Gradisar VIA: Marisa Stoller, City Clerk FROM: Daniel C. Kogovsek, City Attorney SUBJECT: AN ORDINANCE (1) APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND TRANSPORTATION TECHNOLOGY CENTER, INC., A DELAWARE CORPORATION, RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND (2) TRANSFERRING TWO MILLION THREE HUNDRED EIGHTY-SIX THOUSAND FIVE HUNDRED NINETY DOLLARS ($2,386,590) FROM THE 1992-2026 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND FOR PURPOSES OF THE CITY OF PUEBLO’S COMPLIANCE WITH SAID EMPLOYMENT AGREEMENT AND (3) APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE TWO (2) REAL PROPERTY CONVEYANCE AGREEMENTS BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND THE PUEBLO DEVELOPMENT FOUNDATION, A COLORADO NONPROFIT CORPORATION, RELATING TO TWO (2) PARCELS OF IMPROVED LAND LOCATED IN THE PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK SUMMARY: Attached is an Ordinance approving and authorizing the Mayor to sign the following agreements:  Employment Agreement between the City of Pueblo and Transportation Technology, Inc., a Delaware corporation (“TTCI”);  Real Property Conveyance Agreement between the City of Pueblo and the Pueblo Development Foundation (“PDF”) for the transfer of 350 Keeler Parkway, Pueblo, CO 81001 to PDF to be leased by PDF to TTCI;  Real Property Conveyance Agreement between the City of Pueblo and PDF for the transfer of 442 Keeler Parkway, Pueblo, CO 81001 to PDF to be leased by PDF to TTCI. PREVIOUS COUNCIL ACTION: PDF has previously owned and leased 442 Keeler Parkway to Minimart, Inc. d/b/a Loaf ‘N Jug for use as its corporate headquarters. Following expiration of the Loaf “N Jug lease, PDF returned ownership of 442 Keeler Parkway to the City. 350 Keeler Parkway was previously used by Big R as its corporate headquarters and distribution center. In 2020, the City reacquired the property from Thar Extracts, LLC following a mechanic’s lien lawsuit. BACKGROUND: The Transportation Technology Center (“TTC”) is a railroad equipment testing and training facility located northeast of the Pueblo Memorial Airport. The center originated in 1971 as the High Speed Ground Test Center (“HSGTC”) under the U.S. Department of Transportation. The center was also used to test several hover train concepts. When those projects were completed, the TTC was placed under the jurisdiction of the Federal Railroad Administration. For many decades, the TTC was managed under a “care, custody and control” contract with the Transportation Technology Center, Inc., a Delaware corporation (“TTCI”). TTCI is a subsidiary of the Association of American Railroads. TTCI’s contract to manage the TTC will terminate in October, 2022. At that time, management of the center will be turned over to ENSCO, Inc., based in Washington, D.C. Termination of TTCI’s federal contract will result in the loss of employment of more than 200 mechanical, civil, industrial and electrical engineers, metallurgists, operations staff, hazmat training experts and other specialists, many with masters and doctorate degrees. Many of TTCI employees who will lose their jobs reside in the City of Pueblo and Pueblo County. In an effort to keep TTCI operational and most of TTCI’s staff employed, PEDCO and PDF are proposing to lease 350 Keeler Parkway and 442 Keeler Parkway to TTCI for 5 years with an option to renew for another 5 years. FINANCIAL IMPLICATIONS: City Funds will be made available out of the 1992-2026 Sales and Use Tax Capital Improvement Projects Fund for rent abatements to TTCI as follows: Dates Location Maximum Abatement of Rents Third Quarter of 2021 350 Keeler Parkway $ 2,146,500.00 through Second Quarter of (175 employees) 2031 Third Quarter of 2021 442 Keeler Parkway $ 240,000.00 through Second Quarter of (additional 20 employees) 2031 Total $ 2,386,590.00 BOARD/COMMISSION RECOMMENDATION: Not applicable to this Ordinance. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: If this Ordinance is not approved, TTCI may explore re-locating its transportation technology complex to a new location outside of Pueblo County. RECOMMENDATION: The Pueblo Economic Development Corporation recommends approval of this Ordinance. Attachments: Proposed Ordinance proposed employment agreement 2 proposed conveyance agreements 2 proposed Special Warranty Deeds 2 proposed Deeds of Trust 2 proposed leases between PDF and TTCI EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into as of May 10. 2021 by and between the City of Pueblo, a Colorado municipal corporation ("City") and the Transportation Technology Center, Inc., a Delaware corporation (hereinafter called the "Company"). Company and City are sometimes referred to herein as a "Party" and collectively, as the "Parties." WHEREAS, the Company has expressed a willingness to establish a transportation technology center and business administration offices at the City's Memorial Park Industrial Park, and in furtherance thereof has, through the Pueblo Economic Development Corporation ("PEDCO"), made application for economic development incentives from the City; and WHEREAS, PEDCO has recommended to the City Council that City approve such application, and WHEREAS, the City Council, based on PEDCO's recommendation, has approved such application, subject to and upon the terms and conditions of this Agreement; and WHEREAS, the City has determined that Company's Business will create primary jobs and will not materially and substantially compete with any currently existing activity or business within the City; and WHEREAS, in connection with its application, the Company has committed to provide the employment described in Section 4 of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Company agree as follows: 1. Definitions. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Employment Commitment Date" means July 1, 2021. "Facilities" means the following transportation technology buildings and business administration offices to be leased by PDF to the Company, located at the Memorial Airport Industrial Park, wherein Company will conduct its business operations: 350 Keeler Parkway, Pueblo, CO 81003 442 Keeler Parkway, Pueblo, CO 81001 "Full-Time Employee" means a person, based out of the Facilities, who performs work for the Company for not less than thirty-five (35) hours per week. The company average annual salary for full-time employees shall be no less than $73,333.00 plus benefits. 1 "PDF" means the Pueblo Development Foundation, a Colorado nonprofit corporation. "Properties" means the following parcels of land: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado Lots 31 + 32, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado "Quarter" means three consecutive calendar months commencing January 1, April 1, July 1 and October 1 of each calendar year. "Quarterly Employees" means the sum of the aggregate number of Full -Time Employees on each business day of a Quarter, divided by the number of business days in such Quarter. 2. Abatement of Rent. If Company is not in default hereunder, City will, after the Effective Date, pursuant to the Two (2) Lease Agreements between Company and PDF, of even date herewith, make available, for the benefit of Company, funds for the abatement of rent pursuant to such leases. Such funds shall not exceed the amount of Two Million Three Hundred Eighty-Six Thousand Five Hundred Ninety Dollars ($2,386,590.00) ("City Funds"). The Parties further agree: (a) City Funds will be budgeted and appropriated by City for the benefit of Company solely for rent abatements as follows: Dates Location Maximum Abatement of Rents Third Quarter of 2021 through 350 Keeler Parkway $ 2,146,500.00 Second Quarter of 2031 Third Quarter of 2021 through 442 Keeler Parkway $ 240,000.00 Second Quarter of 2031 Total $ 2,386,590.00 (b) Company shall file in the office of the City Clerk copies of the following: (i) Company's certificate or other evidence of authority to transact business in the State of Colorado issued by the Colorado Secretary of State, and (ii) certified copies of the resolutions of the governing board of Company approving (A) this Agreement; (B) the Two (2) Lease Agreements with PDF and authorizing its officers to execute and deliver said documents in the name of Company, and (iii) certified copies of (A) this Agreement; (B) the Two (2) Lease Agreements with PDF executed by authorized officers of Company. The date of the last to occur of the filings required under (i), (ii) and (iii) of this Section 2 shall be referred to herein as "Closing." If Closing 2 does not occur on or before September 30, 2021 or such later date as Company and City shall mutually agree, City and Company, at their sole option, may terminate this Agreement and City and Company shall thereafter be released and discharged from all obligations hereunder. 3. Employment Commitment. Company acknowledges and agrees that the primary purpose of City in entering into this Agreement is the creation of jobs. Therefore, Company represents, covenants, and agrees that it will continuously conduct its business operations and employ Full -Time Employees based at the Facilities as follows. On and after the Employment Commitment Date and continuing for as long as the leases are in affect. Company shall make commercially reasonable efforts in good faith to employ as many Full -Time Employees as reasonably justified by its business operations, with the goal of employing One Hundred Ninety- Five (195) Full -Time Employees at the Facilities (the "Employment Commitment"). Company's sole liability for failure to meet the Employment Commitment shall be with respect to rent abatement as set forth in the respective Lease Agreements between Company and PDF for the Facilities. 4. Representations and Warranties of City. The City represents and warrants to Company as follows: (a) City has full power, capacity and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by City under this Agreement and to perform its obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by City and constitutes the legal, valid and binding obligation of City, enforceable against City in accordance with its terms. 5. Representations and Warranties of Company. Company represents, warrants and covenants as follows: (a) Company has full power, capacity and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Company under this Agreement and to perform its obligations hereunder. (b) This Agreement has been duly authorized, executed and delivered by Company and constitutes a legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms. 6. Notices. Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, or reputable national overnight courier service: (a) If to City, addressed to: Mayor City of Pueblo 3 1 City Hall Place, 2nd Floor Pueblo, CO 81003 with a copy to: City Attorney 1 City Hall Place, 3rd Floor Pueblo, CO 81003 (b) If to Company, addressed to: KQ-rL u ,.A WIPP-L.)4112. KPT PkL;L AAA.* Go cop or to such other address or person as any party may from time to time specify in a writing delivered to the other party in the manner provided in this paragraph. Any notice shall be deemed delivered on the day on which personal delivery is effected or three (3) days after deposit in the mail in the case of registered or certified mail and after one (1) business day in the case of overnight courier. 7. Assignment. This Agreement and the rights granted to Company hereunder may be assigned as follows: 7.1. Internal Assignments. Notwithstanding anything in this Agreement to the contrary, Company has the right to assign this Agreement, without City's consent, to a parent, subsidiary, or affiliate of Company, to a company that has been merged or consolidated with Company, or to a company acquiring all or substantially all of Company's physical assets, provided Company (or the resulting entity of any merger or consolidation) remains fully liable hereunder. 7.2. Outside Assignment Requirements. It shall be necessary for Company to obtain City's prior, written consent to any other proposed assignment of this Agreement. However, City's consent must not be unreasonably or unduly withheld, conditioned, or delayed, provided, however, that City may withhold consent thereto if in the exercise of its sole judgment it determines that: 7.2.1. Financial Condition. The financial condition of the proposed assignee is not consistent with the extent of the obligations undertaken by the proposed assignment; or 7.2.2. Proposed Use. The proposed use of the Properties is not appropriate for the Memorial Airport Industrial Park. Except as so restricted, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 8. Modification. No subsequent modification of any of the terms of this Agreement shall be valid or binding upon the Parties or enforceable unless made in writing and signed by the Parties. 4 9. Entire Agreement. All understandings and agreements heretofore had between the Parties hereto considering the subject matter hereof are merged into this Agreement which alone fully and completely expresses the agreement and understanding of the Parties with respect to the Facilities and Properties. Said agreements are entered into after full investigation, neither Party relying upon any statement or representation, not embodied in this Agreement, made by the other Party. 10. Captions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 11. Validity. If any provision of this Agreement shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Agreement. 12. Applicable Law. This Agreement will be construed and enforced in accordance with the laws of the State of Colorado (without giving effect to its choice of law principles). 13. Interpretation. Whenever the context so requires, the singular number shall include the plural and the plural the singular and the use of any gender shall include all genders. In addition, the Parties acknowledge that the Parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. 14. Survival of Representations. The provisions of this Agreement shall survive the expiration of the Company's Employment Commitment and shall continue in effect for a period of six (6) years following the expiration of the Company's Employment Commitment and for such further time as it may take to completely and finally negotiate, settle, or litigate any claim or suit concerning the same. 15. Third Parties. Company and City and their respective successors and permitted assigns are the only parties to this Agreement and are the only parties entitled to enforce this Agreement. Nothing contained in this Agreement nor any provision hereof is intended to give or shall be construed to give or confer, directly or indirectly, or otherwise, upon any third party any right, remedy or benefit hereunder. 16. Venue and Waiver of Trial by Jury. CITY AND COMPANY HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY, STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF COLORADO. COMPANY AND CITY AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 16 SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT. TO THE FULL EXTENT PERMITTED BY LAW, COMPANY AND CITY WAIVE THEIR RIGHTS TO A TRIAL BY JURY. 5 17. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 18. Commissions. Company represents and warrants that no person, entity, or organization has been employed or retained or will receive or be paid, directly or indirectly, any commission, percentage, contingent fee or any other remuneration payment or receipt of which is contingent upon approval of this Agreement by City. For breach or violation of this warranty, City shall have the right to terminate this Agreement, or recover the full amount of such commission, percentage, contingent fee or other remuneration, or to seek such other remedies legally available to City, which remedies shall be cumulative. 19. Liability of City. In no event shall City, its officers, agents or employees be liable to Company for damages, including without limitation, direct, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on its part to be performed. In consideration of City entering into this Agreement, Company hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Company's obligations under this Agreement. In the event of a breach of this Agreement by the City, Company's sole and exclusive remedy shall be to bring an equitable action for specific performance in the District Court of Pueblo County, Colorado. Such violations may be restrained or such obligations enforced by injunction at the instance and request of Company without the showing of any special damages or an inadequate remedy at law. 20. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. Executed at Pueblo, Colorado, the day and year first above written. CITY: CITY OF PUEBLO, CO A MUNICIPAL CORPORATION By: 2/44/43(CrA159 Mayor _Q ATTESTED BY: '1' -. CityCerk 6 COMPANY : Transportation Technology Center, Inc. a Delaware corporation Name: Kari Gonzales Title: Vice President and Chief Financial Officer STATE OF Colorado ) ss. COUNTY OF Pueblo ) The foregoing instrument was acknowledged before me this 14th day of June , 2021 by Kari Gonzales as Vice President and CFO of Transportation Technology Center, Inc., a Delaware corporation. Witness my hand and official seal. My commission expires: 6/5/24 Michele Henry- Digitally signed by Michele Henry-Johnson [SEAL] Johnson Date:2021.06.1416:49:13-06'00' Notary Public -ELECTRONIC DUNS 20004016400-772627 7 DEED OF TRUST (350 KEELER PARKWAY,PUEBLO,CO 81001) THIS INDENTURE, is made this I� day ofJl� 2021 between the Pueblo Development Foundation, a Colorado nonprofit corporation, whose address is 301 N. Main St., Suite 200., Pueblo, CO 81003 (hereinafter referred to as "Grantor"), and the Public Trustee of the County of Pueblo, State of Colorado (hereinafter referred to as"Public Trustee") for the benefit of the City of Pueblo, a Colorado municipal corporation whose address is 1 City Hall Place, Pueblo, CO 81003 ("City of Pueblo" or"beneficiary"); WITNESSETH, THAT, WHEREAS, Grantor and the City of Pueblo are parties to that certain Real Property Conveyance Agreement dated May 10, 2021, a true, complete and correct copy of which is attached hereto as Exhibit A (the "Agreement"), whereby Grantor agreed to comply with certain real property management and other requirements enumerated in the Agreement in consideration of the transfer to Grantor by the City of Pueblo of the real property encumbered hereby; and WHEREAS, the Grantor is desirous of securing all its obligations under the Agreement, including but not limited to payment of rent accruing from said real property to the City of Pueblo (the "Obligations"). NOW THEREFORE,the Grantor, in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust until the full payment and performance of the Obligations("Full Performance"),the following described property, situate in the County of Pueblo, State of Colorado, to wit: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado more commonly known by street and number as: 350 Keeler Pkwy., Pueblo, CO 81001. also known as Pueblo County Assessor Parcel No. 330021003 TO HAVE AND TO HOLD the same,together with all and singular the privileges and appurtenances thereunto belonging, in trust nevertheless,that: a) in case of default by Grantor of the Obligations under the Agreement, or b) in case default shall be made or violation or breach of any of the terms conditions, covenants or agreements herein contained, the beneficiary hereunder or the legal holder of the Agreement secured hereby may declare a violation of any of the covenants herein contained and may elect to advertise said property for sale, and demand such sale by filing a notice of election and demand for sale with the Public Trustee. Upon receipt of such notice of election and demand for sale,the Public Trustee shall cause such notice to be recorded in the recorder's office of the county in which said property is situated. The Public Trustee shall then give public notice of the time and place of sale by advertisement to be published for four weeks (once each week for five successive weeks) in some newspaper of general circulation at that time published in the county or counties in which said property is located. A copy of such notice shall be mailed to all persons entitled 22635e1 0:, 15/2022 17-' 013 23 RM Page 1 of 4 17 28 00 D 0 00 T 25 00 7,11hPr' JrtI; i,:i+r4 ,Rc- Jri'er- Puahi , rr. 11111 kirivgiff ,nlii4114f ,41'14 ' !#IV'rgnS%'ti ii MI ill to receive notice as provided by law. It shall and may then be lawful for the Public Trustee to sell said property for the highest and best price the property will bring in cash and to dispose of the said property (en masse or in separate parcels, as the said Public Trustee may think best), together with all the right, title and interest of the Grantor therein, at public auction at any place as may be specified by statute and designated in the notice of sale. The Public Trustee shall make and give to the purchaser of such property at such sale, a certificate of purchase as required by law. Unless the property is redeemed, the public trustee shall execute and record a confirmation deed to the holder of the certificate of purchase after the date of sale and expiration of all redemption periods and the receipt of all statutory fees and costs. The Public Trustee shall, out of the proceeds of such sale and after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder or to any assignee of the beneficiary's rights under the Agreement any amounts due pursuant to the Obligations under the Agreement, and all moneys advanced by such beneficiary for insurance,taxes and assessments, with interest thereon at eight per cent per annum, rendering the overplus, if any, unto those persons entitled thereto as a matter of law. Said sale as evidenced by the confirmation deed executed and recorded by the Public Trustee shall operate as a perpetual bar, both in law and equity, against the Grantor and all other persons claiming the said property, or any part thereof, by, from, through or under the Grantor. The City of Pueblo or its assignee may purchase said property or any part thereof; and it shall not be obligatory upon the purchaser at any such sale to see to the application of the purchase money. The Grantor covenants with and warrants to the Public Trustee, that at the time of the ensealing of and delivery of these presents the Grantor is well seized of the said lands, tenements and property in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; hereby fully and absolutely waiving and releasing all rights and claims the Grantor may have in or to said lands, tenements, and property as a Homestead Exemption, or other exemption, under and by virtue of any act of the General Assembly of the State of Colorado or of the United States Congress, now existing or which may hereafter be passed in relation thereto, and that the same are free and clear of all liens and encumbrances whatever as of the date hereof except easements, conditions, restrictions, covenants and reservations of record. The Grantor further warrants to the Public Trustee the quiet and peaceable possession of said property against all persons who may lawfully claim the whole or any part thereof,and that the Grantor shall and will forever defend the title to said property against such person or persons. Until Full Performance,the Grantor shall timely pay or cause all taxes and assessments levied on the property to be paid and will keep all improvements that may be on said lands insured against any casualty loss, including extended coverage, in a company or companies, meeting the net worth requirements of the beneficiary hereof in an amount which will yield to the holder of the Agreement, after reduction by co-insurance provisions of the policy, if any, not less than the then total fair market value of the real property encumbered hereby. Each policy shall contain a loss payable clause naming the beneficiary as mortgagee and shall 2 2268581 03/15/2022 10:06:23 AM Pal6bert20rrtfiz4Cla k/RE.Oorder0 PL?blo2. 0tv Co V71149"1.114, tl III further provide that the insurance may not be canceled upon less than ten days written notice to the beneficiary. Should the Grantor fail to insure and deliver a certificate evidencing the required coverage under the policies or to pay taxes or assessments as the same fall due, the beneficiary may make any such payments or procure any such insurance, and all monies so paid with interest thereon at the rate of eight per cent per annum shall be added to and become a part of the Agreement secured by this Deed of Trust and may be paid out of the proceeds of the sale of the property if not paid by the Grantor. In addition,and at its option,the beneficiary may declare the Agreement secured hereby and this Deed of Trust to be in default for failure to procure insurance or make any of the payments required by this paragraph. If all or any part of the property or an interest therein is sold or transferred by the Grantor without beneficiary's prior written consent, excluding the creation of a lien or encumbrance subordinate to this Deed of Trust, beneficiary may, at beneficiary's option, declare the Agreement secured by this Deed of Trust to be immediately in default. IN CASE OF ANY DEFAULT whereby the right of foreclosure occurs hereunder,the holder of said certificate of purchase shall at once become entitled to the possession, use and enjoyment of the property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any. Such possession shall at once be delivered to the holder of said certificate of purchase on request. Upon refusal, delivery of such possession may be enforced by the holder of said certificate of purchase by any appropriate civil suit or proceeding. The holder of said certificate of purchase shall be entitled to a Receiver for said property,and of the rents, issues and profits thereof, after such default, including the time covered by foreclosure proceedings and the period of redemption, if any, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the Grantor or of the then owner of said property and without regard to the value thereof. Such Receiver may be appointed by any court of competent jurisdiction upon ex parte application and without notice -- notice being hereby expressly waived -- and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver according to the law and the orders and directions of the court. IN THE CASE OF ANY DEFAULT in any of said Obligations, according to the tenor and effect of said Agreement or any part thereof, or of a breach or violation of any of the covenants or agreements herein by the Grantor, the whole of said Obligations hereby secured and the interest thereon to the time of the sale may at once, at the option of the legal holder thereof, become due and payable, and the said property be sold in the manner and with the same effect as if said indebtedness had matured. If foreclosure be made by the Public Trustee, attorney's fees in a reasonable amount for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the cost of foreclosure; and if foreclosure be made through the courts,a reasonable attorney's fee shall be taxed by the court as a part of the cost of such foreclosure proceedings. IT IS FURTHER UNDERSTOOD AND AGREED that upon Full Performance, the City of Pueblo shall execute a release of this Deed of Trust, such release document to be prepared by Grantor with Grantor paying the expense thereof; all of the covenants and agreements herein contained shall extend to and be binding upon the heirs, personal 3 2268581 03/15/2022 10:06:23 AM Page: 3 of 4 R 28.00 D 0.00 T 28.00 Gilbert Ort Clerk.'Rrcordor. Pueblo County Co ■III p1r1Irmh'��zeli+�'�t'i 1rK��il 'w�l4��C�N '���',��ay), iI II representatives, successors and assigns of the respective parties hereto; and that the singular number shall include the plural and the plural the singular. Executed on the date first above written. GRANTOR: PUEBLO DEVELOPMENT FOUNDATION, INC. By Name: r" Ai /ffia j Title: President STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this day of May, 2021, by the Pueblo Development Foundation, Inc., by PiniaarlA ab (Name) its President. Witness my official hand and seal. Crystal Ann Lucero 0 'p�n /c C)c2 3 NOTARY PUBLIC Q� My commission expires: c�bJ`I STATE OF COLORADO NOTARY ID#20114054697 !AY COMMISSION EXPI• S 8,292023 2268581G6S6L-Q 41IW 6 @3/15/2022 10:06:23 AM Page: 4grof z4Clerk/Recorder,28.000.00b1o28 00Y Co 4 �llllearif hi MN: .YkriNellr Yrnh ilk 111 Il l REAL PROPERTY CONVEYANCE AGREEMENT (350 KEELER PARKWAY, PUEBLO, CO 81001) THIS REAL PROPERTY CONVEYANCE AGREEMENT ("Agreement") is entered into this 10th day of May, 2021 ("Effective Date") by and between the City of Pueblo, a Colorado municipal corporation ("City") and the Pueblo Development Foundation, a Colorado nonprofit corporation ("PDF"). City and PDF are sometimes referred to herein as a "Party" and collectively, as the "Parties. "WITNESSETH: WHEREAS, the City owns Lot 33, Pueblo Memorial Airport Industrial Park Subdivision located at 350 Keeler Parkway in Pueblo County Colorado. The land is improved with a commercial office building consisting of approximately 71,553 square feet on approximately 4.47 acres of land. The land and improvements are collectively referred to herein as the "Property"; and WHEREAS, the Transportation Technology Center, Inc., a Delaware corporation ("Company") desires to enter into a lease agreement for the Property; and WHEREAS, PDF has historically managed the lease of the Property and the City desires to have PDF manage the lease transaction with Company; and WHEREAS, City is willing to convey title to the Property to PDF upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, City and PDF agree as follows: 1. City will execute and deliver to PDF a Special Warranty Deed, conveying title to the Property to PDF subject to the execution and delivery by PDF of a new lease with the Company in form and content acceptable to the City Attorney. 2. All rent and other payments received by PDF under the Lease shall be held in trust by PDF for the benefit of the City and, immediately after receipt thereof by PDF, PDF shall deliver and pay the rent to the City. PDF may charge Company a quarterly management fee to be retained by PDF as reimbursement to PDF for its expenses incurred in participating in this transaction as Lessor under the lease with Company. 3. PDF shall not sell, encumber, or otherwise transfer the Property, except as is provided and set forth in the lease with the Company. Upon the expiration or sooner termination of the lease in accordance with its terms, PDF shall convey the Property back to the City, by Special Warranty Deed, unless the Parties mutually agree to a continuation of ownership by PDF to facilitate further economic development projects. 4. PDF shall perform all covenants and conditions on the part of the Lessor to be performed under the lease and shall enforce all covenants and conditions on the part of the Lessee to be performed under the lease. PDF shall timely give written notice to the City of any of Lessee's defaults under the lease. PDF's obligation under this Agreement shall be secured by a first Deed of Trust on the property and PDF shall execute and deliver to the City its Deed of Trust in a form and content approved by the City Attorney. 1 5. If PDF defaults in the performance in any covenant or provision of this Agreement and/or of the lease, PDF shall within ten (10) days after written demand is given to PDF by the City, convey title to the Property to City by Special Warranty Deed, free of liens and encumbrances, except those liens and encumbrances existing at the time PDF acquired title to the Property and further, PDF shall assign the lease to the City. The obligations of this paragraph may be specifically enforced and a violation of the provisions of this paragraph may be restrained or such obligations enforced by injunction, without the posting of a bond, at the instance and request of City without the showing of any special damages or an inadequate remedy at law. 6. If any provision of this Agreement is declared by a Court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. 7. The provisions of this Agreement are, and will be, for the benefit of City and PDF only, and not for the benefit of any third party and, accordingly, no third party shall have any right or remedy hereunder or the right to enforce any provision of this Agreement. 8. This Agreement shall be binding upon and inure to the benefit of the City and PDF and their respective successors and assigns, provided that PDF may not assign this Agreement or any of its rights hereunder without the prior written consent of City. 9. The covenants and agreements set forth in this Agreement are covenants running with the Property and shall survive the execution, delivery, and recordation of the Special Warranty Deed to PDF and shall not merge nor be deemed to have merged by or into such deed of conveyance to PDF. Executed at Pueblo, Colorado, the day and year first above written. CITY OF PUEBLO, A COLORADO PUEBLO DEVELOPMENT FOUNDATION MUNICIPAL CORPORATION A COLORADO NONPROFIT CORPORATION ' 2 - /M';-/ By Jy( 4dnBy Mayor President /. Attest: x� Attest: ir/ , A City('�,�K Sere :ry Approved as to form: / oVIALki 0-70 City Attorney 2 re: Ordinance 9926 Reception 2235114 07/16/2021 02:10.34 PM SPECIAL WARRANTY DEED (442 KEELER PARKWAY, PUEBLO,CO 81001) THIS DEED, made this I d y of May, 2021 by and between the CITY OF PUEBLO, a Colorado municipal corporation, Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) in hand paid by the PUEBLO DEVELOPMENT FOUNDATION, a Colorado nonprofit corporation, Grantee, hereby sells and conveys to, Grantee, whose address is 301 N. Main St., Suite 200., Pueblo, CO 81003, the following real property situate in the County of Pueblo, State of Colorado, to-wit: Lot 31, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado more commonly known by street and number as: 442 Keeler Pkwy., Pueblo, CO 81001. TOGETHER with all and singular the hereditaments and appurtenances thereto, belonging, or in any otherwise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all of the estate, right, title, interest, claim, and demand whatsoever of the Grantor, either in law or in equity, of, in, and to the above bargained premises with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its successors and assigns forever. Grantor for itself and its successors and/or assigns do covenant and agree that it shall and will warrant and forever defend the above bargained premises in the quiet and peaceful possession of the Grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. The singular number shall include the plural and the plural the singular and the use of any gender shall be applicable to all genders. Said warranty is subject to rights-of-way, easements, covenants, plats, agreements and other restrictions of record as of the date of this Deed and any other exceptions or exclusions or rights of third parties not shown by the public records of which Grantee has actual knowledge, and subject to the inclusions of the property within any special taxing district. IN WITNESS WHEREOF,the Grantor has executed this Deed on the date set forth above. CITY OF PUEBLO,A COLORADO MUNICIPAL CORPORATION • Irf / Nicolas A. Granar, ayor STATE OF COLORADO ) )ss COUNTY OF PUEBLO ) /Ql Subscribed and sworn to before me this day of May,2021 by Nicholas A. Gradisar, Mayor of the City of Pueblo. Witness my hand and offi I se My commission expires: Ar cia'it - ✓ Ja M/Yt 1 HCl- A C TAMMY A.MARTINEZ Notary Public (I lJ NOTARY PUBLIC STATE OP COLORADO NOTARY ID 20164028200 MY COMMISSION EXPIRES 07/2612024 REAL PROPERTY CONVEYANCE AGREEMENT (442 KEELER PARKWAY, PUEBLO, CO 81001) THIS REAL PROPERTY CONVEYANCE AGREEMENT ("Agreement") is entered into this 10th day of May, 2021 ("Effective Date") by and between the City of Pueblo, a Colorado municipal corporation ("City") and the Pueblo Development Foundation, a Colorado nonprofit corporation ("PDF"). City and PDF are sometimes referred to herein as a "Party" and collectively, as the "Parties. "WITNESSETH: WHEREAS, the City owns Lot 31, Pueblo Memorial Airport Industrial Park Subdivision located at 442 Keeler Parkway in Pueblo County Colorado. The land is improved with a commercial office building consisting of approximately 15,500 square feet. The land and improvements are collectively referred to herein as the "Property"; and WHEREAS, the Transportation Technology Center, Inc., a Delaware corporation ("Company") desires to enter into a lease agreement for the Property; and WHEREAS, PDF has historically managed the lease of the Property and the City desires to have PDF manage the lease transaction with Company; and WHEREAS, City is willing to convey title to the Property to PDF upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and conditions set forth herein, City and PDF agree as follows: 1. City will execute and deliver to PDF a Special Warranty Deed, conveying title to the Property to PDF subject to the execution and delivery by PDF of a new lease with the Company in form and content acceptable to the City Attorney. 2. All rent and other payments received by PDF under the Lease shall be held in trust by PDF for the benefit of the City and, immediately after receipt thereof by PDF, PDF shall deliver and pay the rent to the City. PDF may charge Company a quarterly management fee to be retained by PDF as reimbursement to PDF for its expenses incurred in participating in this transaction as Lessor under the lease with Company. 3. PDF shall not sell, encumber, or otherwise transfer the Property, except as is provided and set forth in the lease with the Company. Upon the expiration or sooner termination of the lease in accordance with its terms, PDF shall convey the Property back to the City, by Special Warranty Deed, unless the Parties mutually agree to a continuation of ownership by PDF to facilitate further economic development projects. 4. PDF shall perform all covenants and conditions on the part of the Lessor to be performed under the lease and shall enforce all covenants and conditions on the part of the Lessee to be performed under the lease. PDF shall timely give written notice to the City of any of Lessee's defaults under the lease. PDF's obligation under this Agreement shall be secured by a first Deed of Trust on the property and PDF shall execute and deliver to the City its Deed of Trust in a form and content approved by the City Attorney. 5. If PDF defaults in the performance in any covenant or provision of this Agreement and/or of the lease, PDF shall within ten (10) days after written demand is given to 1 PDF by the City, convey title to the Property to City by Special Warranty Deed, free of liens and encumbrances, except those liens and encumbrances existing at the time PDF acquired title to the Property and further, PDF shall assign the lease to the City. The obligations of this paragraph may be specifically enforced and a violation of the provisions of this paragraph may be restrained or such obligations enforced by injunction, without the posting of a bond, at the instance and request of City without the showing of any special damages or an inadequate remedy at law. 6. If any provision of this Agreement is declared by a Court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. 7. The provisions of this Agreement are, and will be, for the benefit of City and PDF only, and not for the benefit of any third party and, accordingly, no third party shall have any right or remedy hereunder or the right to enforce any provision of this Agreement. 8. This Agreement shall be binding upon and inure to the benefit of the City and PDF and their respective successors and assigns, provided that PDF may not assign this Agreement or any of its rights hereunder without the prior written consent of City. 9. The covenants and agreements set forth in this Agreement are covenants running with the Property and shall survive the execution, delivery, and recordation of the Special Warranty Deed to PDF and shall not merge nor be deemed to have merged by or into such deed of conveyance to PDF. Executed at Pueblo, Colorado, the day and year first above written. CITY OF PUEBLO, A COLORADO PUEBLO DEVELOPMENT FOUNDATION MUNICIPAL CORPORATION A COLORADO NONPROFIT CORPORATION • By71&004/ifeikodee-44,7 Byor President / 4 Attest: IL. Attest: ,/y, MZ AI City Secret Approved as to form: oc�r`.LJ G, e Y 1C City Attorney 2 re: Ordinance 9926 Reception 2235115 07/16/2021 02:10.34 PM SPECIAL WARRANTY DEED (350 KEELER PARKWAY, PUEBLO,CO 81001) THIS DEED, made this 1 1 t day of May, 2021 by and between the CITY OF PUEBLO, a Colorado municipal corporation, Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) in hand paid by the PUEBLO DEVELOPMENT FOUNDATION, a Colorado nonprofit corporation, Grantee, hereby sells and conveys to, Grantee, whose address is 301 N. Main St., Suite 200., Pueblo, CO 81003, the following real property situate in the County of Pueblo, State of Colorado,to-wit: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado more commonly known by street and number as: 350 Keeler Pkwy., Pueblo, CO 81001. TOGETHER with all and singular the hereditaments and appurtenances thereto, belonging, or in any otherwise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all of the estate, right, title, interest, claim, and demand whatsoever of the Grantor,either in law or in equity, of, in, and to the above bargained premises with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its successors and assigns forever. Grantor for itself and its successors and/or assigns do covenant and agree that it shall and will warrant and forever defend the above bargained premises in the quiet and peaceful possession of the Grantee, its successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. The singular number shall include the plural and the plural the singular and the use of any gender shall be applicable to all genders. Said warranty is subject to rights-of-way, easements, covenants, plats, agreements and other restrictions of record as of the date of this Deed and any other exceptions or exclusions or rights of third parties not shown by the public records of which Grantee has actual knowledge, and subject to the inclusions of the property within any special taxing district. IN WITNESS WHEREOF, the Grantor has executed this Deed on the date set forth above. CITY OF PUEBLO,A COLORADO MUNICIPAL CORPORATION The• r eguadee.a00 ich lasas Ar, Mayor STATE OF COLORADO ) )ss COUNTY OF PUEBLO 10th Subscribed and sworn to before me this day of May, 2021 by Nicholas A. Gradisar, Mayor of the City of Pueblo. Witness my hand and official se I. My commission expires: r 47/cyC04 / PA AI)) lei Notary Public TAMMY A.MARTINEZ NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20164028200 MY COMMISSION EXPIRES 07126/2024 DEED OF TRUST (442 KEELER PARKWAY, PUEBLO,CO 81001) sr z THIS INDENTURE, is made this I day of May, 2021 between the Pueblo Development Foundation, a Colorado nonprofit corporation, whose address is 301 N. Main St., Suite 200., Pueblo, CO 81003 (hereinafter referred to as "Grantor"), and the Public Trustee of the County of Pueblo, State of Colorado (hereinafter referred to as"Public Trustee") for the benefit of the City of Pueblo, a Colorado municipal corporation whose address is 1 City Hall Place, Pueblo, CO 81003 ("City of Pueblo" or"beneficiary"); WITNESSETH, THAT, WHEREAS, Grantor and the City of Pueblo are parties to that certain Real Property Conveyance Agreement dated May 10, 2021, a true, complete and correct copy of which is attached hereto as Exhibit A (the "Agreement"), whereby Grantor agreed to comply with certain real property management and other requirements enumerated in the Agreement in consideration of the transfer to Grantor by the City of Pueblo of the real property encumbered hereby; and WHEREAS, the Grantor is desirous of securing all its obligations under the Agreement, including but not limited to payment of rent accruing from said real property to the City of Pueblo (the "Obligations"). NOW THEREFORE,the Grantor, in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust until the full payment and performance of the Obligations("Full Performance"),the following described property, situate in the County of Pueblo, State of Colorado, to wit: Lot 31, Pueblo Memorial Airport Industrial Park Subdivision, County of Pueblo, State of Colorado more commonly known by street and number as: 442 Keeler Pkwy., Pueblo, CO 81001. also known as Pueblo County Assessor Parcel No. 330021041 TO HAVE AND TO HOLD the same,together with all and singular the privileges and appurtenances thereunto belonging, in trust nevertheless,that: a) in case of default by Grantor of the Obligations under the Agreement, or b) in case default shall be made or violation or breach of any of the terms conditions, covenants or agreements herein contained, the beneficiary hereunder or the legal holder of the Agreement secured hereby may declare a violation of any of the covenants herein contained and may elect to advertise said property for sale, and demand such sale by filing a notice of election and demand for sale with the Public Trustee. Upon receipt of such notice of election and demand for sale,the Public Trustee shall cause such notice to be recorded in the recorder's office of the county in which said property is situated. The Public Trustee shall then give public notice of the time and place of sale by advertisement to be published for four weeks (once each week for five successive weeks) in some newspaper of general circulation at that time published in the county or counties in which said property is located. A copy of such notice shall be mailed to all persons entitled 2268580 03/15/2022 10:06 23 AM Page: 1 of 4 R 28.00 l 0.00 T 28.00 Gilbert 0,. CletiORecc-der Co 0111 PaCilt lNTI:141% 0,'1,1,11,Li1,1151M1II + iii, 11 111 to receive notice as provided by law. It shall and may then be lawful for the Public Trustee to sell said property for the highest and best price the property will bring in cash and to dispose of the said property (en masse or in separate parcels, as the said Public Trustee may think best), together with all the right, title and interest of the Grantor therein, at public auction at any place as may be specified by statute and designated in the notice of sale. The Public Trustee shall make and give to the purchaser of such property at such sale, a certificate of purchase as required by law. Unless the property is redeemed, the public trustee shall execute and record a confirmation deed to the holder of the certificate of purchase after the date of sale and expiration of all redemption periods and the receipt of all statutory fees and costs. The Public Trustee shall, out of the proceeds of such sale and after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder or to any assignee of the beneficiary's rights under the Agreement any amounts due pursuant to the Obligations under the Agreement, and all moneys advanced by such beneficiary for insurance,taxes and assessments, with interest thereon at eight per cent per annum,rendering the overplus, if any, unto those persons entitled thereto as a matter of law. Said sale as evidenced by the confirmation deed executed and recorded by the Public Trustee shall operate as a perpetual bar, both in law and equity, against the Grantor and all other persons claiming the said property, or any part thereof, by, from, through or under the Grantor. The City of Pueblo or its assignee may purchase said property or any part thereof; and it shall not be obligatory upon the purchaser at any such sale to see to the application of the purchase money. The Grantor covenants with and warrants to the Public Trustee, that at the time of the ensealing of and delivery of these presents the Grantor is well seized of the said lands, tenements and property in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; hereby fully and absolutely waiving and releasing all rights and claims the Grantor may have in or to said lands, tenements, and property as a Homestead Exemption, or other exemption, under and by virtue of any act of the General Assembly of the State of Colorado or of the United States Congress, now existing or which may hereafter be passed in relation thereto, and that the same are free and clear of all liens and encumbrances whatever as of the date hereof except easements, conditions, restrictions, covenants and reservations of record. The Grantor further warrants to the Public Trustee the quiet and peaceable possession of said property against all persons who may lawfully claim the whole or any part thereof, and that the Grantor shall and will forever defend the title to said property against such person or persons. Until Full Performance,the Grantor shall timely pay or cause all taxes and assessments levied on the property to be paid and will keep all improvements that may be on said lands insured against any casualty loss, including extended coverage, in a company or companies, meeting the net worth requirements of the beneficiary hereof in an amount which will yield to the holder of the Agreement, after reduction by co-insurance provisions of the policy, if any, not less than the then total fair market value of the real property encumbered hereby. Each policy shall contain a loss payable clause naming the beneficiary as mortgagee and shall 2 2268580 03/15/2022 10:06:23 AM Page: 2 of 4 R 28.00 0 0.00 T 28.00 Gilbert Ortic Clerk/Recorde P eblc County. Cc 44tare Nod further provide that the insurance may not be canceled upon less than ten days written notice to the beneficiary. Should the Grantor fail to insure and deliver a certificate evidencing the required coverage under the policies or to pay taxes or assessments as the same fall due, the beneficiary may make any such payments or procure any such insurance, and all monies so paid with interest thereon at the rate of eight per cent per annum shall be added to and become a part of the Agreement secured by this Deed of Trust and may be paid out of the proceeds of the sale of the property if not paid by the Grantor. In addition,and at its option,the beneficiary may declare the Agreement secured hereby and this Deed of Trust to be in default for failure to procure insurance or make any of the payments required by this paragraph. If all or any part of the property or an interest therein is sold or transferred by the Grantor without beneficiary's prior written consent, excluding the creation of a lien or encumbrance subordinate to this Deed of Trust, beneficiary may, at beneficiary's option, declare the Agreement secured by this Deed of Trust to be immediately in default. IN CASE OF ANY DEFAULT whereby the right of foreclosure occurs hereunder,the holder of said certificate of purchase shall at once become entitled to the possession, use and enjoyment of the property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any. Such possession shall at once be delivered to the holder of said certificate of purchase on request. Upon refusal, delivery of such possession may be enforced by the holder of said certificate of purchase by any appropriate civil suit or proceeding. The holder of said certificate of purchase shall be entitled to a Receiver for said property,and of the rents, issues and profits thereof, after such default, including the time covered by foreclosure proceedings and the period of redemption, if any, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the Grantor or of the then owner of said property and without regard to the value thereof. Such Receiver may be appointed by any court of competent jurisdiction upon ex parte application and without notice -- notice being hereby expressly waived -- and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver according to the law and the orders and directions of the court. IN THE CASE OF ANY DEFAULT in any of said Obligations,according to the tenor and effect of said Agreement or any part thereof, or of a breach or violation of any of the covenants or agreements herein by the Grantor, the whole of said Obligations hereby secured and the interest thereon to the time of the sale may at once, at the option of the legal holder thereof, become due and payable, and the said property be sold in the manner and with the same effect as if said indebtedness had matured. If foreclosure be made by the Public Trustee, attorney's fees in a reasonable amount for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the cost of foreclosure; and if foreclosure be made through the courts,a reasonable attorney's fee shall be taxed by the court as a part of the cost of such foreclosure proceedings. IT IS FURTHER UNDERSTOOD AND AGREED that upon Full Performance, the City of Pueblo shall execute a release of this Deed of Trust, such release document to be prepared by Grantor with Grantor paying the expense thereof; all of the covenants and agreements herein contained shall extend to and be binding upon the heirs, personal 3 2268580 03/15/2022 10:06'23 PM Page: 3 of 4 R 28.00 D 0 00 T 28.00 Gilbert Orti: ClerIifRec:crder. P!eblo Court, CD VIII Pa rifi44sti1i4'4i ' x'111.1RANI: I III Nissd representatives, successors and assigns of the respective parties hereto; and that the singular number shall include the plural and the plural the singular. Executed on the date first above written. GRANTOR: PUEBLO DEVELOPMENT FOUNDATION By Name: /()05/,er"ti. /eDOT Title: President STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) r1£. The foregoing instrument was acknowledged before me on this 1 day of May, 2021, by the Pueblo Development Foundation by PN.6 f P004- (Name) its President. Witness my official hand and seal. Crystal Ann Lucero NOTARY ROJO STATE OF COLORADO My commission expires: 7/6).g/ea;I3 NOTARY ID*20114054697 MY COMMISSION EXPI, S 8!29.2023 I 4 2268580 03/15/2022 10:06:23 AM Page: 4 of 4 R 28.00 D 0.00 1 28.00 Gilbert Ortiz Clerk/Recorder Puehlc County, Cc SII! 11 I f�'h,kV I� ,� �iirie,h't"ar'�.' 1.Iji, tl II