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HomeMy WebLinkAbout05740ORDINANCE NO. 5740 AN ORDINANCE APPROVING AN AGREEMENT AND LOAN BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND SANGRE DE CRISTO ARTS AND CONFERENCE CENTER, INC., APPROPRIATING FUNDS THEREFOR, AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAID AGREEMENT BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: S ECTION 1 The Agreement dated January 13, 1992 between Pueblo, a Municipal Corporation and Sangre de Cristo Arts and Conference Center, Inc. relating to a loan of $360,000 to renovate the Sangre de Cristo Arts and Conference Center, having been approved as to form by the City Attorney, is hereby approved. The President of the City Council is authorized to execute and deliver the 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 2. Pursuant to Section 7 -4 of the Charter, upon recommendation of the City Manager and the certification of the Director of Finance that there is available a cash surplus for such purpose, $360,000 is hereby appropriated from the City's Unreserved Fund Equity designated for insurance deductible losses and transferred to the Sangre de Cristo Arts and Conference Center, Inc. Account to be expended for the $360,000 loan hereby approved. All funds received in repayment of such loan are to be deposited in the City's Unreserved Fund Equity designated for insurance deductible losses. INTRODUCED: February 10, 1992 By MICHAEL OCCHIATO Councilperson ATTEST: APPROVED: t Ci y lerk Presi ent of the City Council TJ 58.8 -2- AGREEMENT THIS AGREEMENT entered into as of January 13, 1992 between Pueblo, a Municipal Corporation (the "City ") and the Sangre de Cristo Arts and Conference Center, Inc. (the "Center "), WITNESSETH: WHEREAS, Center desires to borrow funds from City for purpose of renovating the Center's facility located at 210 North Santa Fe Avenue, Pueblo, Colorado, 81003 (the "Facility "), including without limitation, the addition of an addition to the Facility and the installation of kitchen facilities (the "Project ") and WHEREAS, the Facility is owned by the County of Pueblo, Colorado and operated by the Center as a quasi- public facility supported in major part by the County of Pueblo and the City of Pueblo, and WHEREAS, the City is willing to loan funds to Center for the Project upon terms and conditions herein set forth. NOW, THEREFORE, in consideration of the foregoing and mutual covenants herein contained, City and Center agree as follows: 1. If Center is not in default hereunder, City will advance to Center the sum of $360,000 to be used solely for the Project, said sums to be advanced during the months of February and March 1992. 2. Center will cause all sums advanced to Center to be paid to its contractors, subcontractors, materialmen and suppliers for work performed on the Project. 3. Center will construct the Project in accordance and in compliance with all applicable codes, laws and regulations. Center will commence construction of the Project by April 1, 1992, and will in a timely and expeditious manner take all action necessary and required to complete the construction of the Project and obtain all certificates of occupancy required therefor. 4. Construction contracts for the Project will be obtained through and be based upon competitive bidding process and procedures and may be based upon a "design- build" concept of construction. Center will invite general contractors having their principal place of business within the City or County of Pueblo who are qualified and experienced to performed the work to submit bids or proposals and to the extent practical and feasible will use general contractor, subcontractors, materialmen and suppliers having their principal place of business in the City or County of Pueblo. 5. Center will repay all sums advanced by City to Center under this Agreement in six annual installments of $60,000 commencing December 31, 1992. Center and the Sangre de Cristo Arts and Conference Center Endowment, Inc. will execute and deliver to City on or before the date City advances any funds to Center their Promissory Note in substantially the form attached hereto as Exhibit "A ". If Center_ shall default in or violate any of the provisions or covenants set forth in this Agreement on its part to be performed, City may treat such default or violation as a default under the Promissory Note and accelerate payment thereunder. 6. Time is of the essence hereof. No provision of this Agreement may be waived except by an agreement in writing signed by the waiving party. A waiver of any term or provision shall not be construed as a waiver of any other term or provision. 7. This Agreement shall inure to the benefit of and be binding on the parties and their successors and approved assigns. The parties agree to do any and all things necessary to effectuate the purposes of this Agreement. 8. This Agreement sets forth the entire understanding of the parties and may be amended, altered or revoked at any time, in whole or in part, only by filing with this Agreement a written instrument setting forth such changes, signed by the parties hereto. 9. Should any action at law or in equity be brought by any party to this Agreement to enforce any right or remedy hereunder, such action will be brought in the District Court in and for the County of Pueblo, State of Colorado and the parties hereto consent to the venue and personal jurisdiction of such Court. In the event of any litigation arising out of this Agreement, the court shall award to the prevailing party all reasonable costs and expenses, including reasonable expert witness and attorney fees. 10. Center shall not assign this Agreement nor any interest herein. Any attempted assignment or assignment by Center shall be void and unenforceable. 11. Each person signing this Agreement represents and warrants that the Agreement has been approved by the entity or organization in whose name he /she is signing and that he /she has been duly authorized to sign this Agreement in the name of and on behalf of such entity or organization. IN WITNESS WHEREOF, Center has caused this Agreement to be executed by its duly authorized officers, and City has caused this Agreement to be executed by its duly authorized representatives both on the day and year first written above. S F, A L Sangre de Cristo Arts and Conference Center, Inc. Attest � �`= - - - =�J By y� _ate Name: Maggie Dvelbiss Name: LaLonna Meoska Title: Executive Director Title: Secretary, Board of Trustee -2- City of Pueblo, a Municipal Corporation ( S E A L ATTEST: Cit Clerk APPROVED AS TO FORM: B y — Presid nt of the City Council City Attorr y IV TJ 57.44 -3- PROMISSORY NOTE $360,000.00 Pueblo, Colorado Due: December 31, 1998 Date: January/-!, 1992 1. Debt and Repayment FOR VALUE RECEIVED, the Sangre de Cristo Arts and Conference Center, Inc. and the Sangre de Cristo Arts and Conference Center Endowment, Inc., having offices at 210 North Santa Fe Avenue, Pueblo, Colorado, 81003, (hereinafter called "Borrower "), jointly and severally promise to pay to the order of Pueblo, a Municipal Corporation, having offices at 1 City Hall Place, Pueblo, Colorado, 81005, or its successors or assigns (hereinafter called "Lender ") , at such office or at such other place as may be designated from time to time in writing by Lender, the principal sum of Three Hundred and Sixty Thousand and No /100 Dollars ($360,000.00) in lawful money of the United States of America, without interest thereon, except default interest as provided herein, as follows: (i) Commencing on December 31, 1992 and on the thirty - first (31st) day of December of each calendar year thereafter, the sum of Sixty Thousand and No /100 Dollars ($60,000.00) shall be due and payable; and (ii) On December 31, 1998, if not sooner paid, the entire unpaid principal amount of this Promissory Note, together with all unpaid and accrued interest thereon, if any, shall be due and payable. Each payment of interest or principal made by Borrower under this Promissory Note shall be accompanied by payment of all charges and other sums then due and payable under this Promissory Note. All payments made hereunder shall be applied, ( i ) to any charges and other sums due under this Promissory Note, (ii) to interest, if any, and (iii) to the reduction of the principal balance of this Promissory Note. 2. Definitions The term "Debt" shall mean the entire unpaid principal balance of this Promissory Note, together with all interest accrued and unpaid thereon, if any, and all other sums due under this Promissory Note. 3. Prepayment Borrower may prepay all or any portion of the Debt without premium or penalty. Any partial prepayment shall be applied against the principal and shall not postpone the due date of any subsequent payments or change the amount of such payments. 4. Late Payment Charge If any sum payable under this Promissory Note is not paid within ten (10) days after the date on which it is due, Borrower shall pay an amount equal to five percent (5 %) of such unpaid sum as a late payment charge. In addition, if any sum payable under this Promissory Note is not paid within ten (10) days after the date on which it is due, such sum shall bear interest at the default interest rate set forth in paragraph 6 hereof. 5. Acceleration. At the option of Lender, the Debt shall become immediately due and payable upon the occurrence of any default in timely payment of all or any portion of the Debt evidenced hereby, or upon any default, breach, or violation of any of the terms, covenants or provisions of this Promissory Note, provided such default, violation or breach is not curred or remedied within ten (10) days after Lender gives written notice thereof to Borrower. 6. Interest After Default. If the Debt is declared immediately due and payable by Lender pursuant to the provisions of paragraph 5 hereof, or if the Debt is not paid in full on or before the date specified in paragraph l(ii), the interest rate on the Debt or the portion thereof remaining outstanding, for any calendar month or portion thereof, from the date of such acceleration or from the date specified in paragraph l(ii), as the case may be, until the date the Debt is paid in full, shall be equal to the so- called "prime rate" of United Bank of Denver plus five percent (5 %). 7. Waiver. Borrower hereby waives presentment and demand for payment, notice of dishonor, protest and notice of protest of this Promis- sory Note and agrees to perform and comply with each of the terms, covenants, agreements and provisions contained in this Promissory Note on the part of Borrower to be observed or performed. No release of any security for the Debt or extension of time for payment of same, or any installment hereof, and no alteration, amendment or waiver of any provision of this Promissory Note made by agreement between Lender and Borrower shall release, discharge, modify, change or affect the obligations of Borrower under this Promissory Note. No delay or omission on the part of the Lender in exercising any right hereunder shall operate as a waiver of such right. 8. Extensions, Assignment and Release. Borrower agrees to remain and continue bound for the payment of the principal, interest and other sums provided for by the terms of this Promissory Note notwithstanding any assignment of this Promissory Note by Lender, any extension or extensions of the -2- time of or for the payment of said principal, interest or other sums due and payable hereunder, or any change or changes in the amount or amounts to be paid under and by virtue of the obligation to pay provided for in this Promissory Note, or any change or changes by way of release of, agreement not to sue or suspension of rights against any other person. Borrower hereby waives all and every kind of notice of such assignment, extension or exten- sions, agreement and suspension and agrees that the same may be made without the joinder or approval of Borrower. 9. Costs and Expenses Borrower agrees to pay all attempting to collect or secure attorneys' fees, whether the same or otherwise. costs of collecting, securing or the Debt, including reasonable are collected or secured by suit 10. Invalid Provisions If any provision or portion of this Promissory Note, or the application thereof to any persons or circumstances, shall to any extent be invalid or unenforceable, the remainder of this Promis- sory Note, or the application of such provision or portion there- of, to any other person or circumstances shall not be effected thereby, and each provision of this Promissory Note shall be valid and enforceable to the fullest extent permitted by law. 11. Governing Law The terms of this Promissory Note shall be governed by and construed under the laws of the State of Colorado. 12. Amendment This Promissory Note may not be amended or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of such amendment or termination is sought. 13. Authority The representative of Borrower subscribing below represents that he /she has full power, authority and legal right to execute and deliver this Promissory Note and that the Debt evidenced hereby constitutes a valid and binding obligation of Borrower. 14. Notice. All notices permitted or required in this Promissory Note shall be in writing and shall be deemed to have been served when sent by certified or registered mail, postage prepaid, and addressed to the party to whom such notice is intended at the address set forth in paragraph 1 hereof, or at such other address as the party may designate by written notice given to the other party. -3- 15. Miscellaneous A. Whenever used, the singular number shall include the plural, the plural the singular, and the words "Lender" and "Borrower" shall include their respective successors and assigns; provided that Borrower may not assign its obligations hereunder except with the prior written approval of Lender. B. No right, power or remedy conferred upon or reserved to the Lender by this Promissory Note is intended to be exclusive of any other right, power or remedy, but each and every such right, power and remedy shall be cumulative and concurrent and shall be in addition to any other right, power and remedy given under this Promissory Note, or now or hereafter existing at law or in equity or by statute. IN WITNESS WHEREOF, Borrower has duly executed this Promis- sory Note the day and year first above written. BORROWER: [S E A L] Sangre de Cristo Arts and Conference Center, Inc. By Name: James Clark _ T i t l e : President, Endowment Board [S E A L] Sangre de Cristo Arts and Conference Center Endowment, Inc. B y A1 Name: Maggie Divelbiss Title: Secretary , Endowment Board TJ 57.42 -4-