HomeMy WebLinkAbout04/15/2008WHEAT RIDGE URBAN RENEWAL AUTHORITY
AGENDA
April 15, 2008
Notice is hereby given of a Public Meeting to be held before the City of Wheat Ridge Urban
Renewal Authority on Tuesday, April 15, 2008, at 6:00 p.m., in the City Council Chambers of the
Municipal Building at 7500 West 29th Avenue, Wheat Ridge, Colorado.
L Call the Meeting to Order
2. Roll Call of Members
3. Approval of Minutes - April 1, 2008
4. Public Forum (This is the time for any person to speak on any subject not appeariug on
the agenda. Public comments may be limited to 3 minutes.)
5. New Business
A. Executive Session to consider the purchase, acquisition, lease, transfer or sale of
real, personal or other property pursuant to C.R.S. Section 24-6-402(4)(a)
B. Resolution 4-2008 - A Resolution of the Board of Commissioners of the Wheat
Ridge Urban Renewal Authority Authorizing and Approving a Loan From
Firstbank of Wheat Ridge to Purchase Land for Urban Renewal Purposes and
Directing the Execution and Delivery by the Authority of a Promissory Note in the
Original Principal Amount of $3,285,000; Approving Documents in Connection
Therewith; and Ratifying Prior Actions
C. Next Steps in the 44`h Avenue & Wadsworth Boulevard Redevelopment Plan - Rob
Osborn, WR2020 Executive Director
6. Adjournment
MINUTES
WHEAT RIDGE URBAN RENEWAL AUTHORITY
April l, 2008
1. CALL THE MEETING TO ORDER
The meeting of the Wheat Ridge Urban Renewal Authority was called to arder by
Chair Williams at 6:09 p.m. in the council chambers of the Municipal Building,
7500 West 29`1' Avenue, Wheat Ridge, Colorado.
ROLL CALL OF MEMBERS
Authority Members Present: Rick Adams
James Bahrenburg
Janet Leo
Walt Pettit
Tom Radigan
Larry Schulz
Terrell Williams
Also attending: Patrick Goff, Deputy City Manager
Jeff Parker, WRURA Attorney
Ann Lazzeri, Recording Secretary
3. APPROVAL OF MINUTES - March 18, 2008
There being no additions or corrections, the minutes of March 18, 2008 were
accepted as presented.
4. PUBLIC FORUM
No one wished to address the Authority at this time.
NEW BUSINESS
A. Resolution 02-2008 Amending the Authority's Bylaws to delete the
requirement that notice of a meeting be published three days in
advance of a meeting and to modify the bylaw amendment process.
The Autharity directed staffto draft the subject resolution. Tbis amendment will
provide staff with more flexibility to post meeting notices while still providing
adequate public notice within the 24-hour Open Meeting Law requirement. In
addition, expenses for publishing in a newspaper will be eliminated.
Section 1 of Article IV requires that amendments to the bylaws only be made after
- "there has been a notice of motion duly seconded in the previous meeting." Staff
WRURA Minutes - 1- April 1, 2008
is also recommending Section 1 of Article N of the bylaws be amended to
eliminate this requirement.
It was moved by Walt Pettit and seconded by Larry Schulz to approve
Resolution 2-2008 amending the Authority's Bylaws to delete the
requirement that notice of a meeting be published three days in advance of a
meeting and to modify the bylaw amendment process.
The motion passed unanimously.
B. Resolution 03-2008 A resolution amending the Fiscal Year 2008
Urban Renewal Fund Budget to reflect the approval of a
supplemental budget appropriation in the amount of $150,000 for the
purpose of placing earnest money in escrow for the purchase of
properties located at 7340 and 7540 West 44`h Avenue.
Patrick Goff introduced the resolution and reviewed the staff report.
Chair Williams asked if anyone wished to address the Authority on this matter.
Charles Durbin addressed the Authority to ask for further explanation of the
terms of the loan. His questions were answered to his satisfaction.
There were no other individuals who wished to address the Authority. Chair
Williams closed the public hearing.
lt was moved by Janet Leo and seconded by James Bahrenburg to approve
Resolution 03-2008, a resolution amending the Fiscal Year 2008 Urban
Renewal Fund Budget to reflect the approval of a supplemental budget
appropriation in the amount of $150,000 for the purposes of placing earnest
money in escrow for the purchase of properties located at 7340 and 7540
W est 44th Avenue.
The motion passed unanimously.
C. Approval and acceptance of loan terms from FirstBank Wheat Ridge
for the purchase of properties located at 7340 and 7540 West 44rn
Avenue.
Patrick Goff informed the Authority that updated loan documents from FirstBank
have not yet been received. He reviewed the current loan terms as follows: the
loan amount is $3,285,000 with a fixed rate of 4% for 6 years amortized over 15
years. There is an option of paying interest only for the first two years. Collateral
will consist of the property as well as a$400,000 certificate of deposit to be
placed with FirstBank at closing on April 17, 2008.
WRURA Minutes - 2- April 1, 2008
Tom Radigan referred to the small sliver of land that does not have clear title and
expressed concern that there could be a problem with the bank giving a loan.
Patrick Goff stated that the bank has been aware of the circumstances associated
with this situation.
Authority members were in agreement with the current loan terms if the amount
does not exceed $3,285,000. They were also in agreement that closing costs
should be paid separately and not included in the loan amount.
D. Amendment to the Contract to buy and sell real estate for property
located at 7340 West 44th Avenue to include a provision for a quiet
title action for Parcel No. 39-234-00-009 and for the escrowing of
funds for such action.
Terrell Williams reported on his reseazch into the small sliver of land that does
not have clear title. He found that two complete surveys of the area have been
recorded with the County that reflect the "sliver." When it was realized through a
survey that the Antique Mall building accidentally encroached into the Vohoska
property, this sliver of land was created to legally identify Yhe encroachment. The
County cannot find a date for creation of this small piece of land nor can they find
a chain of custody up to the time of the Karl purehase. This sliver was not
contained in Mr. KarYs deed. However, Mr. Karl has been paying taxes on this
sliver. The owner who sold the property to Mr. Karl is South Central
Underwriting, a Tennessee corporation tbat has been dissolved. There is no
evidence that there was intent to transfer this piece of property to Mr. Karl. It
appears to simply be an oversight.
Mr. Williams suggested three solutions are available: (1) quiet title; (2) deed
correction; ar (3) condemnation.
Jeff Parker stated that he and Corey Hoffmann were of the opinion that quiet title
would be the preferable avenue to take. They will work with Mr. Karl to find a
solution. One option would be to consider having Mr. Karl place some money in
escrow to cover the cost of clearing the title.
It was moved by Rick Adams and seconded by James Bahrenburg that the
Authority accept the agreement for $75,000 to be placed in escrow and
authorize signatures.
The motion carried 6-1 with Tom Radigan voting against the motion.
E. Town Center budget update
Patrick Goff presented an update on the Town Center Budget Carry-over funds
and sales tax increment have come in higher than estimated resulting in
approximately $111,000 more than originally anticipated.
WRURA Minutes - 3- April 1, 2008
6. OTHER
Patrick Goff advised the Authority that staff from the City as well as Wheat
Ridge 2020 will be working with an economic development consultant to help
prepare the city to market development opportunities at the International
Conference of Shopping Centers to be held this spring.
Mr. Goff notified the Authority of a one-day seminar regarding special
districts in Colorado to be held in Denver on April 29.
James Bahrenburg expressed appreciation to Terrell Williams far his time
spent in researching the sliver of property adjacent to the Karl property.
ADJOURNMENT
The meeting was adjourned at 7:22 p.m.
Tenell R. Williams, Chair Ann Lazzeri, Recording Secretary
WRURA Minutes - 4- April 1, 2008
WHEAT RIDGE URBAN RENEWAL AUTHORITY
RESOLUTION NO. 4 - 2008
A RESOLUTION OF THE BOARD OF COMMISSIONERS OF
THE WHEAT RIDGE URBAN RENEWAL AUTHORITY
AUTHORIZING AND APPROVING A LOAN FROM
FIRSTBANK OF WHEAT RIDGE TO PURCHASE LAND FOR
URBAN RENEWAL PURPOSES AND DIRECTING THE
EXECUTION AND DELIVERY BY THE AUTHORITY OF A
PROMISSORY NOTE IN THE ORIGINAL PRINCIPAL
AMOUNT OF $3,285,000; APPROVING DOCUMENTS IN
CONNECTION THEREWITH; AND RATIFYING PRIOR
ACTIONS.
WHEREAS, the Wheat Ridge Urban Renewal Authority (the "Authority") is a
public body corporate and politic, and has been duly created, organized, established and
authorized by the City of Wheat Ridge, Colorado (the "City") to transact business and exercise
its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal
Law, constituting part 1 of article 25 of title 31, Coloxado Revised Statutes, as amended (the
"AcP'); and
WHEREAS, an urban renewal plan, known as the "Wadsworth Boulevazd
Corridor Redevelopment Plan" (the "Plan"), has been duly and regularly approved by the CiTy
Council of the City for the Redevelopment Area (as defined in the Plan) and a11 applicable
requirements of the Act and other provisions of law for and precedent to the adoption and
approval by the City of the Plan have been duly complied with; and
WHEREAS, pursuant to Section 31-25-105(1)(e) of the Act, the Authority has the
power and authority to purchase property in connection with its undertakings pursuant to the Act;
and
WHEREAS, pursuant to and in accordance with the Plan, the Authority has
determined and hereby determines that it is in the best interest of the Authority and its purposes
to purchase certain property within the Redevelopment Area, located at 7340 West 446, Avenue
and 7540 West 44t" Avenue, Wheat Ridge, Colorado (collectively, the "Property"), pursuant to
certain Contracts to Buy and Sell Real Estate executed in connection therewith (collectively, the
"Real Estate Contracts") for the purpose of redeveloping such Property (the "2008 ProjecY'); and
WHEREAS, the 2008 Project represents a portion of the urban renewal project, as
defined in the Act, to be undertaken by the Authority within the Redevelopment Area pursuant to
the Plan;and
WHEREAS, pursuant to Section 31-25-105(1)(g) of the Act, the Authority has the
power and authority to borrow money and to apply for and accept loans for any of the purposes
of the Act and to give such security as may be required; and
WHEREAS, pursuant to Section 31-25-105(1)(e) of the Act, the Authority has the
power and authority to mortgage, pledge, hypothecate, or otherwise encumber or dispose of its
property; and
WHEREAS, the Authority is authorized to bonow money, accept loans and
mortgage, pledge, hypothecate, or otherwise encumber its property without an election; and
WHEREAS, the Authority has determined that it is in the best interests of the
Authority and the citizens and taxpayers of the City that the Authority borrow money in the
amount of $3,285,000 (the "Loan") from FirstBank of Wheat Ridge ("FirstBank") to finance the
acquisition of the Property; and
WHEREAS, the Authority has determined that the Loan will be repaid from sales
taac revenues received by the Authority pursuant to an Intergovernmental Agreement between the
Authority and the City dated June 26, 2006, as amended by an Amendment to Intergovernmental
Agreement dated October 22, 2007 (as so amended, the "IGA"); and
WHEREAS, in order to secure the Loan, the Authority has determined to execute
and deliver: (i) a Promissory Note (the "Note") in the principal amount of $3,285,000 to
FirstBank; (ii) a Deed of Trust, dated April 17, 2008, from the Authority to the Public Trustee of
Jefferson County, Colorado, for the benefit of FirstBank relating to the property located at 7340
West 44~h Avenue, and a Deed of Trust, dated April 17, 2008, from the Authority to the Public
Trustee of Jefferson County, Colorado, for the benefit of FirstBank relating to the property
located at 7540 West 44`h Avenue (collecrively, the "Deeds of TrusY'); (iii) a Sales Taac Pledge
Agreement (the "Pledge AgreemenY") from the Authority to FirstBank; and (iv) an Assignment
of Deposit/Shaze Account dated April 17, 2008, from the Authority to FirstBank (the "Deposit
AgreemenY" and, together with the Note, the Deeds of Trust and the Pledge Agreement, the
"Loan Documents"); and
WHEREAS, Section 11-57-204 of the Supplemental Public Securities Act,
constituting Title 11, Article 57, Part 2, Colorado Revised Statutes (the "Supplemental AcY'),
provides that a public entity, including the Authority, may elect in an act of issuance to apply a11
or any of the provisions of the Supplemental Act; and
WHEREAS, there are on file with the Boazd of Commissioners of the Authority
(the "Boazd") the proposed forms of the Loan Documents.
NOW, THEREFORE, BE IT RESOLVED BY THE WHEAT RIDGE URBAN
RENEWAL AUTHORITY THAT:
Section 1. All actions (not inwnsistent with the provisions of this Resolution)
heretofore taken by the Boazd and the officials and officers of the Authority directed towazd the
execution and delivery of the Real Estate Contracts and purchasing the Property, obtaining the
Loan, the execution and delivery of the Loan Documents, and the transactions wntemplated in
connection therewith, including without limitation the execution and delivery of the IGA and the
execution of a commitment letter with FirstBank, shall be and the same hereby are ratified,
approved and confirmed.
2
Section 2. The Authority hereby authorizes the Loan to provide funds to
purchase the Property and hereby authorizes the purchase of the Property pursuant to the terms
and provisions of the Real Estate Contracts, as such Real Estate Contracts may be amended with
the approval of the Executive Director of the Authority.
Section 3. The Authority hereby authorizes the execution and delivery of the
Note in substantially the form on file with the Board, but with such changes therein as shall be
consistent with this Resolution and as the Executive Director of the Authority shall approve, the
execution thereof being deemed conclusive approval of any such changes by the Authority. The
Note shall bear interest, shall mature, shall be payable and shall be subject to prepayment as
provided therein and in the Loan Documents.
Section 4. The Board hereby elects to apply all of the Supplemental Act to the
Loan and the Note. The Note shall be issued under the authority of the Supplemental Act and
shall so recite. Pursuant to Section 11-57-210 Colorado Revised Statutes, such recital shall be
conclusive evidence of the validity and regularity of the issuance of the Note afrer its delivery for
value.
Section 5. The forms, terms and provisions of the Loan Documents are
hereby authorized and approved, and the Authority shall enter into the Loan Documents in
substantially the forms on file with the Board, but with such changes therein as shall be
consistent with this Resolution and as the Executive Director of the Authority shall approve, the
execution thereof being deemed conclusive approval of any such changes by the Authority. The
_ Chair is hereby authorized and directed to execute and deliver the Loan Documents for and on
behalf of the Authority. The Executive Director, as Secretary to the Authority, is hereby
authorized and directed to attest the Loan Documents.
Section 6. The officers of the Authority shall take all action which they deem
necessary or reasonably required in conformity with the Act to obtain the Loan, to purchase the
Property, and to execute and deliver the Loan Documents, including the paying of costs and
expenses relating thereto, which are hereby authorized to be paid, and for carrying out, giving
effect to and consummating the transactions contemplated by this Resolution, the Loan
Documents and the IGA, including, without limitation, the execution and delivery of any
necessary or appropriate closing documents to be delivered in connection with the execution and
delivery of the Loan Documents. It shall be the duty of the proper officers of the Authority to
hereafter take all action necessary for the Authority to comply with the provisions of this
Resolution, the IGA and the Loan Docuxnents.
Section 7. The Note, together with interest payable thereon, shall be a special
and limited obligation of the Authority payable from sales tax revenues received by the
Authority pursuant to the IGA, and such other sources of revenue as provided in the Loan
Documents. The principal of and interest on the Note shall not constitute an indebtedness of the
City or the State of Colorado or any political subdivision thereof, and neither the City, the State
of Colorado nor any political subdivision thereof shall be liable thereon, nor in any event shall
the principal of and interest on the Note be payable out of funds or properties other than those set
forth in the Loan Documents. Neither the Commissioners of the Authority nor any persons
- executing the Note shall be liable personally on the Note.
3
Section 8. The Authority covenants for the benefit of the Lender that it will
not take any action or omit to take any action with respect to the Note, the proceeds of the Loan,
any other funds of the Authority or any facilities financed with the proceeds of the Loan if such
action or omission (i) would cause the interest on the Note to lose its exclusion from gross
income for federal income tax purposes under Section 103 of the Internal Revenue Code (the
"Tax Code"), (ii) would cause interest on the Note to lose its exclusion from alternative
minimum taxable income as defined in Section 55(b)(2) of the Tax Code except to the extent
such interest is required to be included in adjusted current earnings adjustment applicable to
corporations under Section 56 of the Tax Code in calculating corporate altemative minimum
taxable income, or (iii) would cause interest on the Note to lose its exclusion from Colorado
taxable income ar Colorado alternative minimum taxable income under present Colorado law.
The foregoing covenant shall remain in full force and effect notwithstanding the
payment in full or defeasance of the Note until the date on which all obligations of the Authority
in fulfilling the above covenant under the Tax Code and Colorado law have been met.
Notwithstanding any provision of this Section, if the Authority shall obtain an opinion of
nationally recognized bond counsel that any specified action required under this Section is no
longer required or that some further or different action is required to maintain the tax-exempt
status of interest on the Note, the Authority may conclusively rely on such opinion in complying
with the requirements of this Section, and the covenants hereunder shall be deemed to be
modified to that extent.
Section 9. The Authority hereby determines that neither the Authority nor any
entity subordinate thereto reasonably anticipates issuing more than $10,000,000 face amount of
tax-exempt governmental bonds (including bonds issued on behalf of a 501(c)(3) organization,
but not other private activity bonds) or any other similar obligations during calendar year 2008,
which obligations are taken into account in determining if the Authority can designate the Note
as a qualified taat-exempt obligation as provided in the following sentence. For the purpose of
Section 265(b)(3)(B) of the Internal Revenue Code, the Authority hereby designates the Note as
a qualified taac-exempt obligation.
Section 10. Pursuant to § 11-57-209 of the Supplemental Act, if a member of
the Board, or any officer or agent of the Authority acts in good faith, no civil recourse shall be
available against such Boazd member, officer, or agent for payment of the principal or interest on
the Note. Such recourse shall not be available either directly or indirectly through the Boazd or
the Authority, or otherwise, whether by virtue of any constitution, statute, rule of law,
enforcement of penalty, or otherwise. By the acceptance of the Note and as a part of the
consideration of its execution and delivery, the Lender and any person purchasing or selling such
Note specifically waives any such recourse.
Section 11. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or
equitable action brought with respect to any legislative acts or proceedings of the Authority in
connection with the authorization or issuance of the Note, including but not limited to the
adoption of this Resolution, shall be commenced more than thirty days after the authorization of
the Note.
4
Section 12. After the Note is executed and delivered, this Resolution shall be
" and remain irrepealable, and may not be amended without the written consent of FirstBank until
the Note and the interest thereon shall have been fully paid, canceled and discharged in
accordance with the Loan Documents.
Section 13. If any section, paragraph, clause or provision of this Resolution
shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of
such section, paragraph, clause or provision shall not affect any of the remaining provisions of
this Resolution.
Section 14. All bylaws, orders and resolutions, or parts thereof, inconsistent
herewith aze hereby repealed to the extent only of such inconsistency. This repealer shall not be
construed as reviving any bylaw, order or resolution or part thereof previously repealed.
Section 15. This Resolution shall be in full force and effect immediately upon
its passage and approval.
PASSED, ADOPTED AND APPROVED this April 15, 2008.
WHEAT RIDGE URBAN RENEWAL AUTHORITY
Chair of the Board of Commissioners
ATTEST:
Recording Secretary
5
STATE OF COLORADO )
) SS.
WHEAT RIDGE URBAN )
RENEWAL AUTHORITY )
I, the Recording Secretary to the Wheat Ridge Urban Renewal Authority (the
"Authority"), do hereby certify that:
1. The foxegoing pages aze a true and correct copy of a resolution (the
"Resolution") passed and adopted by the Board of Commissioners of the Authority (the "Board")
at a regular meeting held on April 15, 2008.
2. The Resolution was duly moved and seconded and the Resolution was
adopted at the meeting of April 15, 2008, by an affirmative vote of a majority of the members of
the Board as Follows:
Name
"Yes"
"No"
Absent
Abstain
Tenell R. Williams
James Bahrenbur
Tom Radi an
Janet Leo
Rick Adams
Walt Pettit
Larr Schulz
3. The members of the Board were present at such meetings and voted on the
passage of such Resolution as set forth above.
4. The Resolution was approved and authenticated by the signature of the
Chair of the Board, sealed with the Authority seal, attested by the Recording Secretary, and
recorded in the minutes of the Board.
5. There aze no bylaws, nxles or regulations of the Boazd which might
prohibit the adoption of said Resolution.
6. Notice of the meeting of April 15, 2008, in the form attached hereto as
Exhibit A was posted at City Hall in Wheat Ridge, Colorado, not less than twenty-four hours
prior to the meeting in accordance with law.
6
WIT'NESS my hand and the seal of said Authority affixed this April 15, 2008.
(SEAL)
Executive Director and Secretary
EXHIBIT A
(Form of Notice of Meeting)
A-1
WHEAT RIDGE URBAN RENEWAL AUTHORITY
AGENDA
April 15, 2008
Notice is hereby given of a Public Meeting to be held before the City of Wheat Ridge Urban
Renewal Authority on Tuesday, April 15, 2008, at 6:00 p.m., in the City Council Chambers of the
Municipal Building at 7500 West 29th Avenue, Wheat Ridge, Colorado.
L Call the Meeting to Order
2. Roll Call of Members
3. Approval of Minutes - April 1, 2008
4. Public Forum (This is the time for any person to speak on any subject not appeariug on
the agenda. Public comments may be limited to 3 minutes.)
5. New Business
A. Executive Session to consider the purchase, acquisition, lease, transfer or sale of
real, personal or other property pursuant to C.R.S. Section 24-6-402(4)(a)
B. Resolution 4-2008 - A Resolution of the Board of Commissioners of the Wheat
Ridge Urban Renewal Authority Authorizing and Approving a Loan From
Firstbank of Wheat Ridge to Purchase Land for Urban Renewal Purposes and
Directing the Execution and Delivery by the Authority of a Promissory Note in the
Original Principal Amount of $3,285,000; Approving Documents in Connection
Therewith; and Ratifying Prior Actions
C. Next Steps in the 44`h Avenue & Wadsworth Boulevard Redevelopment Plan - Rob
Osborn, WR2020 Executive Director
6. Adjournment
LOAN NUMBEH
LOAN NAME
P.CCT. NUMBER
NOTE DATE
INITIALS
8838566
Wheat Ridge Urban
104-53-3250
04/17108
SGW
Renewal Authoriry
NOTE AMOUNT
INDEX (wlMarginl
RATE
MATURITY DATE
lOAN PURPOSE
$3,285,000.00
NotApplicable
4.000%
04/15/14
Commercial
Cmditor Usa Only
PROMISSORY NOTE
(Commercial - Single Advance)
DATE AND PARTIES. The date of this Promissory Note INotel is April 17, 2006. The parties and [heir addresses are:
LENDEH:
FIRSTBANK OF WHEAT flIDC.E
4350 Wadsworth Boulevard
Wheat Ridge, Colorado 80033
Telephone: (303) 423-1400
BORROWEN:
WHEAT flIDGE URBAN NENEWAL AUTHORITY
a Colorado Government Agency
7500 W 29th Avenue
Wheat Ridge, Colando 80033
7. DEFINITIONS. As used in Ihis Note, the terms have the following meanings:
A. Ronouna. The pronouns "I," "me," and "my" refer m each Borrower signing Nis Note, individually and mgethec "Vou" and
"Vour" mter m ffie Lender.
B. Nma. Note refers m this document, and any extensions, renewals, moditications and substitutions at this Noce.
G. Loan. Loan reters to this tmnsection generally, including obligations and du[ies arising from the terms of all documents
pmpared or submitted tor this transac[ion such as applications, se<urity a9reements, disclosures or notes, and this Note.
0. Loen Doeummb. Loan Documents refer to all [he documents ezecuted as a pert of or in connection with the Loan.
E. Properry. Property is any pmperty, real, persanal or intangible, that secures my performance of the obligations of this loan.
F. Percent Rates and rate change limitations are expmssed as annualized per<entages.
2. PROMISE TO PAV. For value recaived, I promise to pay you or your ordaq at your address, or at such other locatian as you may
designate, ffie principal sum of 83,285.000.00 (Principel) pWs intemst from April 17, 2008 on the unpaid Principal balanre until this
Note matures or [his obligation is accelerated.
3. INTEREST. In[arost will accme on ffie unpaid Principal balance of this Note at ffie rah of 4.000 pereent (Intermt Rate).
A. Intermt AiLr Default It you declare a detault under the terms of the Loan, including for tailure to pay in full at maWriry, you
mey increase the Interest Rate otherwise payable as described in this section. In such avent, incerese will accrue on the unpaid
Principal belanca of this Nete a[ 38.000 percent until paid in tull.
B. Maximum Interest Amount Any amount assessed or collected as interest undar ffie terms of this Nofe will be limited m[he
maximum lawtul amount of inferest allowed by state or federal law, whichever is greater. Ameunts collected in excess of ffie
masimum lawful amount will ba epplied timt m the unpaid Principal balence. Any remainder will be refunded to me.
C. Steturory Authority. The amount assassed or collected on this Note is authorized by ffie Colorado usury laws under Colo. Rev.
Stat § 5-12-107.
D. Aecrual. Interest accmes using an Actual/360 days counting method.
4. ADOITIONAL CHARGES. As addi[ional consideration, 1 agme [o pay, or hava paid, these addibonal fees and charges.
A. Nonrafundable Fees and Charges. The following fees ere earned when collected and will not be refunded itl prepay this Note
bafore the scheduled maturity date.
Title InauraMa. Afin) Title Insurance fee of $250.00 payable from se0ante funds on or bafere mday's date.
Racording - Releasss. Afinl flecording - Releases tee of $42.00 payable from separate tunds on or before mday's date.
Rxording - Mortgage. Afin) Hecording - Mar[gage tee of 572.00 payable trom separace tunds on or befom mday's date.
Loan Originetion. Alnl Loan Origination fee of $18,425.00 payable twm separaie funds on or befom today's date.
Flood Datermination. Alnl Flood Defermina[ion fee of $14.00 Oayable from separate funds on or betare today's date.
Environmental Inspection. Alnl Environmental Inspection fee of $250.00 payable irom separate funds on or before today's
date.
Anomeys. Ainl Attomeys fee of $1,500.00 payable (rom sepereta tunds on or batom mday's date.
Appreisel. Aln) Appreisal fea of $3,500.00 payable trom separate funds on or batore today's date.
5. REMEDIAL CHARGES. In addi[ion to incerest or ochar finance charges, 1 agree ffiat I will pay [hese additional tees based on my
meffiod and pattem of payment Additional remedial charges may be described elsewhere in this Note.
A. Late Charge. It a payment is more than 10 days late, I will be charged 5.000 percent of the Unpaid Portion of Payment or
4100.00, whichever is loss. I will pay this late charge prompNy but only once tor each lab payment.
6. PURCHASE MONEV LOAN. Vou may includa the name of [he seller an [ha chack of draft for this Note.
7. PAVMENT. I agme m pay this Note in 72 payments. This Note is amortized over 180 payments. I will make 71 payments of
$24,389.50 beBinning on May 15. 2008, and on the 15th day of each manth thereafter. A single "balloon payment" of the entire
unpaid balance of Principal and in[arast will ba due April 15, 2074.
Paymenka will be munded to the nearest 5.01. With [he final payment I also agree m pay any additionel teas or charges owing and
the amount of any advancas you have made to offiers on my behalf. Payments scheduled m be paid on the 29th, 30th ar 31st day
of a month that contains no such day will, inatead, be made on the last day of such month.
Each payment I make on this Note will be applied fint to intemst that is due then ro principal [hat is due, and finally m any charges
that I owe offier than principal and in[erest If yeu and I agree to a diffemnt applicetion of paymenb, we will describe our agr<ement
on this Note. You may change how payments are applied in your sole discrotion without notice m me. The actual amaunt of my
tinal paymen[ will depend on my payment retord.
p1996 eanken Systems, Inc, SC CIOUA. MN E+~ Pa9e 1
S. PHEPAVMENT. I may prepay this Loan under the following ierms and conditions. Loan may be prepeid in full or in part at any
time. Any partial pmpayment will not axcuse any latar scheduled payments un[il 1 pay in full.
9. LOAN PURPOSE. Tha purpose of this loan is purchase land for future redevelopment.
70. ADDITIONAL TERMS. I agree m the following rerms:
COILATERAL. In order to secure payment of all amounts Ihet I owe unEer this Promissory Noce, I gran[ m you a sacunry interost in
[he balances in all of my deposit acceunts ac any subsidiary bank of FirstBank Holding Company IfHC Subsidiaryl. Vou may make
and honor advancas ro and fwm my deposit accounts or permit activM in any of my deposit accounts wi[hout waiving [his sewriry
inrerest All collateral, oMer than my principal residence, that secums this Pmmissory Note will also secure all other obligations tha[ I
may now of he(eaker owe to eny FHC Subsidiary. All collateral, other than my principal msidence, that sacures other loans I have
with any FHC Subsidiary will additionally secure my obliga[ions to you under this Promissory Note. Vou may also invoke your right of
set-off against any tunds in my deposit accounts meintained with you or ai any FHC Subsidfary.
The Borrower agmes m maintain a projact spacific debt sarvice coverage ratio IDSRI of 1.00 times. The DSR will be calcula[ed by
dividing the annual net operating income befora depreciation and interest enpense, by the annual loan payments, including
subordinate debt incurred twm other institutions. The Bormwer will be requimd to pwvide either audited financial statements or
complete hx re[ums with all schedules and an accempanyin9 rent roll ro the Bank on an annual basis. At the Bank's discretion, the
Barrower may provide other sources of financiel documentation ta meet this requimment It the Bonower's net income is inadaquata
m maintafn this DSR, tha Borrower will provide an addditional pledge of a deposit account in the equivalant amount necessary to
bring the DSF ro 1.00.
FOfl PURPOSES OF SECTION 26516113)jB1 OF THE INTERNAL REVENUE CODE OF 1988, AS AMENDED, BORROWER HAS
DESIGNATED THIS PROMISSORY NOTE AS A QUALIFIED TAX-E%EMPT OBLIGATION.
Borrower represents ffiat Borrower constitu[es a qualified small issuer under Section 285161131(C) of the Code and anticipates issuing
510,000,000 or less of qualified tax-exempt obligations during Me calandar year.
Upon the ocwrrence of any Event of DefaWt under ffie No[e, the Bank shall hava [he right m exarcise thosa rights and remedies
available to it under the Note, this Deed of Trust, and any related loan documents. It tha loan made pursuant to the Nah is
considered at any time m not be bank qualified, double tax ezempt, the Lender may Nect to ascalate the interest reh to 36.00%
upon ffiirty (30) days prior written notice ro Borrower.
Payments made by the Borwwer in accordance with this Promissory Note will not be mstrieted ro any particular revenue source ar
other asset or resource of the Bormwer.
17. SECUNITY. The Loan is secured by separate sacuriry instmmenn preparad mgether with this Note as tollows:
DocumentNama
Assignment Of DeposiUShare Account -
Account Number 231-878-8882
Securily Agroament- Wheat Rid9e Urban
Renewal Authority
Deed Of Tmst - 7540 West 44ffi Avenue
Deed Of Tmst - 7340 West 44th Avenue
Pertiaa fo Document
Wheat Ridge Urban Renewal Auffiority
Wheat Ridge Urban Renewal Authority
Wheat Ridge Urban Renewal Authority
Wheat Ridge Urban Renewal Authoriry
12. DEFAULT. I will ba in da(aul[ it any of the following occur.
A. Paymema. I fail m make a payment in full when due.
8. Insolvsney or Bankruptcy. The death, dissolution or insolvancy ot, appointment of a receiver by or on behalf of, epplication of
any debtor ralief law, the assignment for the benefit of creditors by or on behalf of, the voluntary of imoluntary tarmination of
existence by, or the commencement of any proceeding under any present or fumm tedaral or state insolvency, bankruptcy,
reorganixatioq composition or debtor reliet law by or against me or any co-signer, endorser, surety or guarantor of this Note or
any other obligations I have with you.
C. Feilure to Periorm. I fail m pertorm any condition or m keep any promise or covenani of this Nota.
D. Othar pocumsnU. A detaul[ ocwrs under the terms of any other Loan Document.
E. Other Agrnmants. I am in detault on any other debt or agreement I hava with you or any of your affiliates.
F. Miarspreaentetion. I make any verbal or written statement or pmvida any (inancial information that is uMme, inaccurate, or
conceals a meterial faci ai the time it is made or provided.
G. Judpment I tail [o satisty ar apPeel any Iudgment aBains[ me.
H. Forhituro. The Properry is used in a manner ar far a purpose that threarens confiscation by a lepal authority.
1. Neme Chen9s. I chanpe my name of assume an additional name withoui notilyi^9 You betore making such a change.
J. Property Tnnefer. I transfer all or a subatan[ial part of my money or property.
K. Proparty Value. You determine in good faith that the valae of the Pmparty hes dedined or is impaired.
L. Inaecurity. Vou determine in 9ood taich thet a marerial adverse chenge has ocwrred in my tinanciel condition twm tha
condi[ions set forth in my most recent tinancial statement before [he date of ihis Note or tha[ the prospect tor payment or
pertormance of [he Loan is impairad for any reason.
73. DUE ON SALE OR ENCUMBRANCE. Vou may, at your option, declare the entire balance of this Note to be immediataly due and
payeble upan the crea[ion of, or contrect for tha creation ot, any lien, encumbrance, trensfer or sele of all or any pert of tha Property.
This right is subject [o the restrictions imposed by federal law 112 C.F.R. 5911, as applicable.
74. WAIVERS AND CONSENT. To the exR<nt not prohibited by law, I waive protest, presentment for payment, demand, notice of
accelem[ion, notice of inten[ to accelarate and natice of dishonor.
A. AddNional Weivan By Borrowar. In addition, 1, and any party m this Note and Loan, m th¢ erten[ permitted by law, consent [o
certain actions you may take, and generally waive detensas [hat may ba available based an thesa actions or based on the staws
of a party to this Nata.
171 Vau may renew or extend paymen[s on this Note, regardlass of the number of mch renewals or ex[ensions.
121 Vou may release any Borrower, endorseq guarantor, surery, accommodabon maker or any ather co-sfgner.
(31 Vou may release, substitute or impair any Property sewnng this Note.
(4) Vou, or any ins[itutien participating in [his Note, may invoka your right of satotf.
Whuc Ridge Wben Fenewal Authoriry
Colontlo Romiawry Nob
C014XCKBoum00044000005848053061008N .1996 9ankers Spteme, Inc_ St Cloud, MN 6x~ Pa9s 2
(5) Vou may enter inm any sales, repurchases or participations of this Nota ro any parson in any amounts and I waiva notice
of suth sales, repurchases or participations.
I61 I a8ree that any of us signing this Note as a Borrower is authorized to modify Ihe terms of ffiis Note or any ins[mment
securing, guarantying or relating to this Note.
8. No Waiver By lander. Vour course of dealing, or your lorbearance trom, or delay in, tha eaercise of any of your rights,
- ramedies, privilegas of right [o insist upon my shict performance of any pmvisions containad in this Note, or any other Loan
Document, shall not be conatrued as a waiver by yau, unless any such waiver is in writing and is signed by you.
15. FEMEDIES. After l defaWp you may a[ your option do any one or more of the tollowing.
A. Accelewtion. Vou may make all ar any part of the amount owing by the terms of ffiis Noh immediacely due.
8. Sourees. You may use any and all remedies you have under state or tadaral law of in eny loan Oowment.
C. Insunnce Beneib. Vau may make a claim tor any and all insuran<e benefits or refunds that may be available on my default.
D. Peyments Made On My Behalf. Amounts advanced on my behalt will be immediarely due and may be added ro the balance
owing under the terms of this No[e, and accme inhrest at the highest posbmaturity inhmst rata.
E. Set-0H. Vov may use the ripht of set-oft. This means you may setoff any amount due and payable under the rerms of this
Note against any right I have to receiva money from you.
My right to mceive monay trom you indudes any deposic of sham account balanca 1 have with you; any money owed ro ma on an
item presented m yov or in your possession tor collection of exchange; and any repurchasa agreement or other non-deposi[
obligation. "Any amount due and payable under the terms of this Note" means the mtal amount ro which you am entitled m
demand payment undar [he brms of Ihis Note at the tima you setroft.
Subject to any other written contract, it my ri9ht m recaive money from you is also owned by someone who has not agmed to
pay this Note, your righ[ of set-otf will appty co my intamst in the obli9ation and ro any other amounts I could withdraw on my
sob mquest or endorsement.
Vour right of set-otf does not apply to an account or o[her obligation where my rights arise only in a represen[ative capacity. It
also doas not appty to any Individual Retiremant Account or offier tax-deferred retimment acrount.
You will not ba liable tor the dishonor of any chack when ehe dishonor occun becausa you sabott against any of my accounts. I
agree m hold you harmless trom any such claims arising as a resWt of your ezercise nt your righ[ of setroft.
F. Waivec Eacept as otherwise reQUired by law, by choosing any one or more of [hese remedies you do no[ give up your right m
usa any other remedy. You do not waive a default it you choose not m use a remedy. By electing not to use any remedy, you da
not waive your right to later consider the event a detault and to usa any remedies it tha detault continues or occurs agam.
18. COLLECTION EXPENSES ANO ATTORNEVS' FEES. On or aker Default, m the extan[ permitted by law, I agrea ro pay all
expenses at collectian, enforcement or pm[ection of your rights and remedies under ffiis Note ar any other Loan Document.
Expenses in<lada, but are not limited m, reasonable attorneys' fees after default and reterral m an atmmey not yaur salarieE
employee, court costs, and other collection costs. These expenses are dua and payable immediately. It not paid immediately, ffiesa
axpenses will bear interest from the data of payment until paid in tull at [he highest intemst rate in effact as pwvided for in the terms
of this No[e. All tees and expenses will be sewred Gy ffie Propercy I have grantad m you, it any. In addition, m Me ezten[ permitted
by the United 5[ates Bankmptry Code, 1 agree ro pay the reasonable attomeys' tees inarred by you m pmtect your rights and
interests in connection with any bankruptcy proceedin9s initiated by or against me.
17. COMMISSIONS. I understand and agrea thet you lor your atfilia<e) will eam commissions or fees on any insurance pwducts, and
may eam such fees on other sarvices that I buy thmugh you or your attiliate.
78, WARRANTIES AND NEPNESENTATIONS. 1 have the right and autharity to enter into this Note. The execucion and delivery of
this Note will not violate any agreement governing me or ro which I am a party.
19. INSURANCE. I agree m obtain the insurance described in this Loan Agreement.
A. %oparry Inaurancs. I will insure or retain insurence coverage on the Pmpetty and abide by tha insuronce requiremen[s of any
sewrity instmment sewring the Loan.
B. Fkod Inaunnce. Flood insumnce is mt mquired at this time. It may be requimd in the future should the property be included
in an updated flood plain map. It required in ffie futum, I may obtain flood insurance fmm anyone I want that is reasonably
acceptable m you.
G. Inaurance Wernntiss. I agree ro pumhase any insurance coverages ffiat are raquired, in the amounts you require, as describad
in this of any other documents I sign far the Loan. I will provide you with continuing proof of covera9e. I will buy or pwvide
insurance trom a firm licansed to do business in the Staro whem the Pmperty is located. If 1 buy or provide the insurence tmm
someone other than yau, the tirm will be reasonabty acceptable to you. I will have Ihe insurance rompeny name you as loss
payee on any insuranca policy. Vou will apply tha insurance proceeds mwerd what I owe you on the outscanding balance. I
agree ihat if the insurance pwceeds do not covar [he amounts I still owe you, I will pay the ditference. I will keep the insurance
uniil all deb4s secured by this agreement am paid. It I want to buy the inwrance fmm you, 1 have signed a separate statement
agreaing to [his purchase.
20. APPLICABLE LAW. This Noce is gevernad by tha laws of Colorado, the United States of Amarica, and to tha extent required, by
the laws of Me jurisdiction whare the Properry is located, axtept ro the eztent such state laws are preampted by faderal law.
21. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSOPS. My o6ligation to pay the Loan is independent of the obligation of any
other person who has also agreed to pay it. Vou may sue me alone, or anyone alse who is obligated on the Loan, or any number of
us to8ether, to collect Ma Loan. E#ending the Loan or new obligations under the Loan, will nat affect my duty under the Loan and I
will still be obligated m pay the Loan. ihis Nota shallinure m the beneti[ of and be entorceable by you end your succassors and
assigns and shall be binding upon and enforceable against ma and my personalreprezenta[ives, successors, heirs and assigns.
22. AMENDMENT, INTEGflATION AND SEVERABIIITV. This Note may not be amended ar modified by oral eBreement. No
amendment or modification of this Note is effective unless made in writing and ezecuted by you and me. This Noh and the o[her
Loan Documents am the complete and tinal ezpmssian of the agreement If any provision at this Note is unenforreable, Ihen the
unenforceabla provision will be severed and the remaining provisions will still be enforceahle.
23. INTERPRETATION. Whenever used, the singular includes the plurel and [he plural includes the singular. Tha section headings are
for convenienca only and are not to 6e used to inrerpret or detine Me terms of this Nom.
24. NOTICE, FlNANCIAL flEPONTS AND ADDITIONAL DOCUMENTS. Unless otharwise requirad by law, any notice will be given by
delivering it ar mailing it by firsf class mail to the appropriate party's eddress listed in [he DATE AND PARTIES sectian, or to any other
address designated in writing. Notice m one Borwwer will be deemed to be notice to all Bormwers. I will inform yau in writing of
any change in my name, address or other application intormation. I will provide you any financial staroment or information you
request. All financial statemen[s and information I give you will be correct and complet<. I agree ro sign, deliver, and tile eny
additional documents or cercifications ffiet you may consider necessary ro pertecq continue, and preserve my obligations under this
Loan and [o cenfirm your lien status on any Pwperry. Time is o( the essenca.
25. CREDIT INFORMATION. I agree to supply yau wiM whatever into(mation you reasonabty request Vou will make reQUests for
[his informa[ion withouc undue irequency, and will give me reasonable time in which [o suppty the infarmation.
Whaet Fidge Urben Penewal Authoriry
Cobndo Pmmi»ary Note
Paqe 3
CO/4XCK9omn00W 200W0584B053041008N `"1996 Banken Systems, Inc., Sc CIw4 MN Fi~ie.~'
26. ERflONS AND OMISSIONS. I agree, if requested by you, m fully cooparate in the cormction, if nacassery, in the masonabla
discre[ion of you of any and all loan closing documents so thet all documents accuntely desoibe the loan hetween you and me. I
agree to assume all cos[s including by way of illustra[ion and not limi[a[ion, actuel expenses, legal fees and marketing loases for
failing io reasanably tomply with your requests within ffiirty 1301 days.
27. AGNEEMENT TO ARBITNATE. Vou ar I may submit to binding arbitration any dispute, daim or othar metter in question between
or among yau and me that arises out of or mlates ro this Transaction (Dispute), except as othetwise indieated in ffiis section or ss
you and I agree ro in writing. For purpases of this section, this Tronsaction includes ffiis Note and the other Loan Documen[s, and
proposed loans or exrensions of credit that relah to this Note. Vou or I will not arbitraro any Dispute within any 'core pmceedings"
under the United Statas bankruptcy laws.
Vou and I must consent ro arbitrote eny Oispute concerning a dabt secured by mel estate at the time of the pmpased erbihation. Vou
may toreclese or exercise any powers of sale against mel property sewrin9 a debt undedyinq any Dispu[e before, during or after any
arbitration. Vou may also enforce a debt sewred by this real property and undaflyinp the Disputa before, during or afrer any
arbitration.
You or I mey, whether or not eny arbHra6on has begun, pursua eny selt-halp or similar remadies, induding taking property or
ezercising other rights undar tha law; seak attachmenq gamishment, recaivership or other provisional remedies trom a court having
jurisdic[ion to proserve the rights of or [o pmvent irreparable inlury to you or me; or tore<lose agains[ any pwperty by any method or
take legal action to recover any pmperry. Foredosing or exercising a power of sale, 6eginning and continuing a judicial action or
pursuing self-help remadies will not constitute e waiver of the right m compel arbi[ration.
The arbitta[or will detarmine whether a Dispute is arbihable. A single arbiVamr will resolve any Dispute, whether individual or joint in
naNm, or whether based an conhacq tort, or any other metter ac law or in equity. The arbitramr may consolidah any Dispute with
any rebted disputes, claims or other matters in question not erising out of this Trensaction. Any court having junsdiction may enter a
judgment ar decme on ffie arbitroror's award. The judgment or decree will be enforced as any o[her judgment or decree.
Vou and I acknowledge ffiat the agreements, transections or the mlationships which rasuk fwm the agreements or tnnsactions
between and among you and me involve in[erstate <ommerce. The United Stafes Arbivation Act will govem the interpmtation and
entorcemen[ of ffiis sec6on.
The American Arbitration Association's Commercial Arbihation Rules, in eftect on the dah of this Note, will govem the selaction of
ffie arbitracor and the arbihation process, unlass otherwisa epread m in this Note of another writing.
28. WANEN OF TRIAL FOR AR8ITFIATION. Vou and I undarotand thet the parries heve 1M right or opporWnity m litigate any
DispuL through a trid by judge ar jury, but that 1he peniaa prNer m nwWS Dispmaa through erbi[rslion insteed of litigation. If eny
Disputs ie erbivaled, you and I volunterily and knowingly waiva the right to havs a hid by jury or judge during tha erbihetion.
29. SIGNATURES. By si9ning, I agree to the terms contained in this Nete. 1 also acknowledge receip[ of a copy of this Note
BOPHOWER:
Wheat Ridge Urban flenewal Authoriry
By
Terrall R. Williams, Chairman
Nob Pa9e 6
P00000586805304t009N R1996 Banken Systtma, Inc., St. Qoud, MN E~
AUTOMATIC TRANSFER AUTHORI2ATION
DATE AND PARTIES. The date of this Aummatic Transfer Authoriza[ion IAuthorizatioN is Aptil 17, 2008. The parties and their
addresses are:
ACCOUNTNOLOEH:
WHEAT RIDGE UNBAN RENEWAL AUTHOflITV
a Colorada Government Agency
7500 W 29th Avenue
Wheat Ridge, Colorado 60033
IENDER:
FIRSTBANK OF WHEAT RIDGE
4350 Wadsworth Boulevard
Wheat Fidga, Calorado 80033
The pronouns "you" or "your" reter m the Lendec The pmnouns "I", "me" and "my" rater to the Account Holder.
TNANSFEN AUTHORIZATION.
From D<bited AccounY.
Account No. 231-501-4700
Account Titls. Wheat Ridge Urban Renewal Authority
AccountType. Checking
To Crodited Account ILoenl:
Loan/Account No. 8836566
loan/Account Titla. Wheat Ridge Urban Renewal Authoriry
LoenlAccount 7ype. Instalimant with Balloon Loan
You will make hansters on the tollawing basis:
Amount to be Trensferred. $24,389.50
EHeetive Date. May 15, 2006
Tarmination Date. Maturiry
Frequen<y. Monthly
AMENDMENTS AND TERMINATION.
I authorize you m charge my Debited Account (Account), maintained by you or one of your atfiliates, tor all payments due on
the above described Credi[ed Account (Loan). Vou may wntinue to charge the Account until the Loan is paid or un[il I give
you written notice ot cancellation. I will provide this nofice at least 3 days prior to the next scheduled payment date. I
understand and agrae that the amounc to be tlebited will automatically adlust to any new payment amount that may result,
for ezample, becausa of a variable interest rata change.
I und¢rstand and agree that if a paymant due da[e falls on a day that you do not process payments, the payment amount will
be debited from the Account and credited to tha Loan on the next day that yau do pmcess paymen[s.
1 turther understand and agree that if the Account does not have sutticient tunds on the day that you attempt to debit the
payment, you have the sole discretion ro eiffier make subsequen[ atmmpts m deduct ffie payment tmm the Account or cease
any such atrempts. Af your option, you may resume charging the Account without furlher instmction fmm me. I am responsible under all circumstancas for assuring that the required payment is made.
I recognize and agme thet you have [he right under any cir<umstances m cancal this auffiorization a[ any time.
SIGNATUNES. By signing, I agree to the terms contained in this Authorization. I also acknowledga receipt ot a copy ot this
Auffiorizafion.
ACCOUNT HOLDER:
Wheat Ridge Urban Renewal Authority
By
Terrell R. Williams, Chairman
Wheet Wtlge UrEen flenewal AutFmlry
pmom.tk Trmaix AuMorizatien
COI4XCN8oum0003200000584805304 W0BN °1996 Banken Systems, lnc., St Qoud MN E~ Pege 1
ASSIGNMENT OF DEPOSIT/SHARE ACCOUNT
DATE AND PANTIES. The date of this Assignmen[ Of Daposic/Share Account IA9reementl is April 17, 2008. Tha parties and their
addresses am:
SECURED PAflTY:
FIHSTBANK OF WHEAT RIDGE
4350 Wadsworth Boulevard
Wheat Ridge, Colorado 80033
OWNER:
WHEAT RIDGE URBAN flENEWAL AUTHORITV
a Cobmdo Govemment Agency
7500 W 29Ih Avenue
Wheat Ridge, Coloredo 60033
The pronouns "you" and "your" reter to [he Secured Parry. The pronouns "I," "me" and "my" reter to each person or entiry signing
Mis Agreement as Owner and agreeing ro gim the Properry described in this Agmement as security lor the Secured Deb[s.
Deposimry is the tinancial institution holdinB or issuing the Property.
i. SECUNEU DEBTS. The term "Secured Debts" includes and this Agreement will secura ¢ach of tha following:
A. Spxific Dabts. The following debts antl all extensions, renewals, retinancings, modifications and wplacamen[s. A pmmissory
wte or other agreemenq No. 8836566, dated April 17, 2008, from me ro you, in the amount of $3,285,000.00.
B. All Dabis. All present and tuture debts from me m yoo, even it this Agreement is mt specificalW mferenced, ffie futuro debts
are also secured by other collateral, or it ffie tuwre debt is unrelarod to or of a ditfemnt type than this debt If more than one
person sigre this A9reemenq each agreas that it will secum dabss inwrrad either individually or with others who may not sign this
Agreement Nothing in this Agreement constitutes a commitment ro maka additional or future loans or advances. Any such
commitment must be in writing.
This Agreement will not secum any debt for which you fail to give any requimd nocice of the right of rescission. This Agreement
will not secum any debt for which a non-possessory, non-purchase money sewriry in[erost is creeted in "household goods" in
cannection with a"consumer loan," as those mrms are detined by fedaral law goveming unfair and deceptive credit pra<tices.
C. Sums Advencad. All sums advanced and expenses incurred by you under the tarms of this Agreament.
Lean Documants reter to all the docoments executed in connection with the Secured Dabts.
2. ASSIGNMENT. To secure ffie payment and performance of [he Secured Debts, I assign and grent a sewrity interest to you in all
of [he Properry described in this Agreement that 1 own or have sufficient riBh[s in which ro ttanster an intemsq now or in the future,
whemver tha Pmperry is ar will be lowted, and all additions, proceeds, and products of the PrapeM (including, but not limited m, all
repla<ements, modificetions or substitucions m the Property). Property is all the collateral given as sewriry tor [he Sewred Debts and
described in this Agreemenq and includes all obligations that support the payment or pertormance of the Properry. "Proceeds"
indudes anything acquired upon tha sale, lease, license, axchange, or other disposi[ion of ffie Property; any riBhts and daims arising
from [he Property, and any collections and disttibutions on account of the Properry.
Property also includes any ori9inal evidence of ownership. I will delivef any evidence of own<rship and pwparly eaewte all items as
neceasary co mtlect your security interest.
This Agreement remains in effect until tetminated in writing, even if the Secured Debts are paid antl you are no longer obligated [o
advance tunds m me under any loan or credit agreemant.
3. PROPENTV DESGflIPTION. The Proparty is described as follows:
A. Daposi</Shen Accounc Account Number 237-878-8882, with a current balance of $410,145.00, which is held at FirstBenk
of Wheat Ridge located at 4350 Wadsworth Boulavard, Wheat Ridge, Colorado 80033.
4. OWNER'S DUTV TO MAINTAIN MINIMUM BALANCE. During the urm of this Agreement, I must maintain a minimum balance of
$410,145.00 in Account Number 231-878-8882, described in Pmperry Description, unless offierwise egread m in writing by yau and
me.
6. WARHANTIES AND REPRESENTATIONS, I have the right and authoriry m enter inm this Apreement The execution and delivery
of chis Agreement will not violate any agreement govemin8 me or to which I am a party.
My name indicated in the DATE AND PARTIES section is my exact legal name. If I am an individual, my address is my principal
residence. If I am not an individual, my address is [he location of my chiet execu[ive offices or sob place of business. If I am an
entiry orpanized and registared under state law, my address is located in the state in which I am registered, unless otherwise provided
in writing to you. I will provide verifica[ion of repistretion and lacation upon your request I will pmvide you with a[ leas[ 30 days
notice prior to any change in my name, address, or state of organization or mgistration.
I represent that I own all of [he Property. Vour claim to the Property is ahead of the claims of any other crediror, except as disclosed
in writin8 m you prior ro any advance on the Sacured Debts.
While [his Agreement is in etfect, no one else but you will withdraw any part of ffie Property.
8. AUTHOflITV TO PEflFORM. I auMorize you m indorse any evidence of Ihe Pmperty. Vou are authorized ro taka all necessary steps
to sacure the Property including, but not limited m, placing a hold or imposing a freeze on the Properry.
Vour authoriza[ion to parPorm tor me will not create an abligation te pertorm and your taiWre to pedorm will not preclude you from
exercising any a[her righ[s under the law or this Agreement.
7. DEFAULT. I will be in default it any of the tollowing occur:
A. Peyments. I fail [o make a payment in full when due.
0. Insalvency or Bankmpmy. Tha dea[h, dissoluiion o, insolvency af, appointment of a receiver by or on bahalf ot, application of
any debmr reliet Iaw, ffie assignmenc for the benefit of credimrs by or on behalf of, the volun[ary of involuntary, rormination of
ezistance by, or [he commancement of any procaeding under any prasent or tuture tederol or state insolvency, bankruphy,
raorBanimtion, compositien or debmr relief law by or against me, Borrower, or any to-signer, endorser, surory or guaranror of [his
Agreement or any othar obligations Borrower has with you.
C. Failuro to PeAOrm. I fail to pertorm any condition or to keep any pmmise of covenant of this Agroement.
D. Other pocumema. A default occurs under the cerms of any other loan Oacument.
E. O<her Agreeman<s. I am in detault on any other deb[ or agreement I have with yau or any of your aftiliates.
F. MianprosenLtion. I make any verbal or written statement or pmvide any financial intorma[ion that is untme, inaccarate, or
conceals a material tact at the time i[ is made or pmvided.
O. Judgmem. 1 fail [o satisfy or appeal any ludgment against me.
Accaunt
5304100BY °1998 Banken Systems, inc., St. QoW, MN 6~ Po9s I
H. Forfaituw. Tha Pmperty is used in a manner or for a purposa [hat thmatens contisw[ion by a legal authoriry.
1. Neme Chenga. I change my name or assume an additional name without notifying you before making such a change.
J. Properry Trensier. I trenster all of a subs[antial part of my money or property.
K. Property Velue. Vou determine in good faith ffiat the value of the 7mperty has declined or is impaired.
L. Insecuriry. Vou determine in good faith [hat a material adverse change has occurmd in my tinancial condition fmm the
conditians sat forth in my most recent financial statement before the data of this Agreement or [hat the pmspect for payment or
pertormanca of the Secured Debts is impaired tor any mason.
S. REMEDIES. After l default, you may at your option do any one or more of the tollowing.
A. Accebntion. Yau may make all or any part of the amount owing by ffie terms of the Secumd Debts immediately due.
B. Sources. Vou may use any and all remedies you have under state or federal law or in any Loan Oocument.
C. Payments Made On My Behal}. Amounts advanced on my behalf will be immediately due and may be added to the Secured
Oebts.
D. Wi<hdmwsl ai Proparry. Vou may withdraw all or any part of the Prop<rry even it the wiffidrawal causes a penalry. Vou may
apply what you receive from the withdrawal of the Property [o your eapenses, your attomeys' fees and legal axpenses Iwhere not
prohibired by lawI, and any debt I owe you. It whet you receive irom the withdnwal of the Property does no[ satisfy the debt, I
will be Ilabb for the deticiency Iwhere parmitted by lawl. Where a notice is mquired. I agrea that 10 days priar writtan notice
sent m my address listed in this Agreement will be reasonable notice ro me.
E. Waiver. By choosing any one or moro of these remedies you do not give up your right to use any other remedy. Vou do not
waive a detault if you choose not ro use a remedy. By electing not to use any mmedy, you do not waive yoar right ro later
consider the event a detault and ro usa any remadies it the defaul[ continms or occurs again.
9. WAIVEP OF CLAIMS. I waive all claims for loss or damage caused by your acts or omissions where you acted reasonably and in
good faith.
70. APPLICABLE LAW. This Agreement is governed by [he laws of Cobrado, the Uniced States of Ameriw, and m the autent
mquired, by the laws of the jurisdiction where the Property is located, eacept m the eatent such sta[e laws are preempte0 by federal
law. In the event of a dispute, the exclusive fomm, venue and placa of Nrisdic[ion will be in Colorado, unless otherwisa required by
law.
71. JOINT AND INDIVIDUAL LIA814TV AND SUCCESSORS. Each Ownei s obligations under this Agreement are independent of the
abligations of any other Owner. Vou may sae each Owner individually or together with any other Owner. Vou may release any part
of tha Pmperty and I will still be obligateE under this Agraement for the mmeining Property. I agme that you and any perty m this
Agreament may eztend, modity ar make any change in the terms of this Agreamant or any evidenca of debt wiffioui my consent.
Such a change will not release me fmm ffie terms of this Agreement It you assign any of the Secured Debts, you may assgn all or
any part of this Agmemant without notice to me of my consenq and this Agreament will inum ro the benefit of your assignee to the
extant of such assignment Vou will centinm ro have the unimpaimd rieht to enforce this Agreemane as m any of the Secured Debts
that are not assignad. This Agreemant shall inure m tha benefit of and be enforceable by you and your succassors and assigns and
any other person to whom you may grant an inrerost in che Secured Oebts and shall be binding upon and enPorceable agamst me and
my personal representatives, sumessors, heirs and assigns.
12. AMENDMENT, INTEGRATION AND SEVEMBILITV. This Agreement may not be amended or moditied by oral agreement No
emendment or moditication of this Agreement is effec[iva unless made in writing and executeE by you and ma. This Agmement and
the o[her Loan Documen[s are Ihe camplete and final expression of ffie undarstanding between you and me. If any pmvisian of this
Agmement is unenforceable, then the unenforceable provision will be severed and the remaining provisions will still be entorceable.
13. INTERPNETATION. Whenever used, the singular includes ffia plural and the pWral includes the singular. The section headings are
for convenience only and are not ro ba used m interpret or define the terms of this Agreement.
14. NOTICE, FINANCIAL REPORTS AND ADDITIONAL DOCUMENTS. Unless otherwise requirad by law, any notice will be given by
delivering it or mailing it by first class mail m the appropriate party's address listed in the DATE AND PARTIES section, or m any other
address designated in writing. Notice m one Owner will be deemed to be mtice m all Owners. I will inform you in writing of any
change in my name, address or other application intormation. I will pmvide you any financial stetement or intorma[ion you requast.
All financial stataments and informa[ien I give you will be corract and complate. I egree m sign, deliver, and file eny additional
documents m<ertifications that you may considar necessary [o pedect, continue, and preserve my obligations under this Agreement
and m confirm yaur lien status on any Pwperty. Time is of [he essence.
16. AGflEEMENT TO AHBITRATE. Vou or I may submit ta binding arbitrotion any dispute, claim or offier matter in question between
or among you and me that arises aut of or relates to this Transaction IDisputel, encept as otherwise indicated in [his section of as
you and I agree ro in writing. For purposes of this section, ffiis Transaction indudes ffiis Agmement and the other Loan Documants,
and proposed loans or eatensions of <mdit that relate to this A9reement Vou or I will not arbitrate any Dispu[e wi[hin any "cora
proceedings" under [he United States bankruptcy laws.
Vou or I may, whether or mt any arbitn[ion has begun, pursue any self-halp or similar remedies, including taking praperry or
exercisin9 other rights under ffie law; seek attachmenq gamishment, mceivership or other pravisional remedies from a court having
jurisdiction to presarve the rights of of m prevent irmparable inlury to you of me; or Poredose against any property by any meffiod or
[ake legal action to wcover any pmperty. Poreclosing or exercising a power of sale, beginning and continuing a judicial action or
pursuing selbhelp remedies will not constimte a waiver of the right to campel ar6itration.
The arbitrafor will determine whether a Dispute is arbitrable. A single arbitratar will resolve any Dispute, whether individual or joint in
nature, or whethar based on conlract, tort, or any oMer mattar a[ law or in equity. The arbihamr may consolidate any Dispute with
any mlated disputes, claims ot other matters in question not arising aut of this Transaction. Any court having lurisdiction may enter a
judgment or decree on [he arbi[ramr's award. The judgment or dettee will ba enforced as any other judement or decree.
You and I acknowledge that ffie agreements, hansactions or Me mlationships which msult trom the agreements or trensactions
between and among you and me imolve interstate commerce. The United Statas Arbitration Act will govam the interpre[a[ion and
enforcement of this section.
The American Arbitration Association's Commercial Arbihation Rules, in ettect on the da[e of ffiis Agreement will govem the
selection of [he arbi[ramr and the arbitre[ion process, unless otherwise agrood m in this Agreement or another writing.
16. WAIVEfl OF TNIAI FON ARBITMTION. Vou end 1 underHand ihat the Pahiss hew lhe rigM or opportunHy ro litigab any
OiapNe throuyh a triel by judge or jury, but thal the pertiss pwfer to nwWe Dispmea ihrough arhkration insbed of litigrtion. N any
Disputa ia erbitrebd, you md I volunLrily end knowinglY waiva the rigM ro heve e hial by jury or Ndgs duriny iha erbiRetion.
A<munt Pa9e 2
53041008Y -1998 Banken Systems. Inc., St. Clovtl, MN Es~'
SIGNATURES. By signing, I agrae m the tmms contained in this Agreemant I also acknowledge receipt ot a copy ot this Agreement.
OWNEFi:
Wheat Ridge Urban flenewal Au[horiry
By
Terrell R. Williams, Chairman
WheatNEye Orban IienewalAUthanry
Colontlo Aaaiqnmsnt oi DpmimrY Acmunt
C014XCNBOUrn00022000005868053061008Y '01998 6ankers Systems.in<_ Sc qouJ, MN E 'r" Pege3
Space Above This Line For Recording Da[a
DEED OF TRUST
DATE AND PARTIES. The date of this Deed Of Trus[ (Security Instrument) is April 17, 2008. The parties and
their addresses are:
GRANTOR:
WHEAT RIDGE URBAN HENEWAL AUTHORITY
A Colorado Government Agency
7500 W 29th Avenue
Whea[ Ridge, Coloredo 80033
THUSTEE:
PUBLIC TRUSTEE OF JEFFEHSON COUNTY, COLORADO
LENDER:
FIHSTBANK OF WHEAT RIDGE
Organized and existing under the laws of Colorado
4350 Wadswarth Boulevard
Wheat Ridge, Coloredo 80033
1. CONVEYANCE. For good and valuable consideration, the receipt and sufticiency of which is acknowledged,
and to secure the Secured Debts and Grantor's performance under this Security Instrument, Grantor irrevocably
grants, conveys and sells to Trustee, in trust for the benefit of Lender, with power of sale, the foliowing
described property:
The West 1/2 of the Northeast 1l4 of the Northwest 1/4 of the Southeast 1/4 of Section 23. Township 3
South, Range 69 West of the 6th P.M.,
Except the North 30 feet, in use as West 44th Avenue,
Except the East 25 faet in use as Upham Street,
Except the East 125 feet of the North 130 feet thereof and
- Except that portion conveyed to the City of Wheat Ridge in Deed recorded June 30, 1987 at Reception No.
87085220,
County of Jefferson, State of Coloredo
The property is located in Jefferson County at 7340 West 44th Avenue, Wheat Ridge, Colorado 80033.
Togeiher with all rights, easements, appurtenancas, royalties, mineral rights, oil and gas rights, crops, timber,
all diversion payments or third party payments made to crop producets, all water and riparian rights, wells,
ditches, reservoirs and water stock and all existing and future improvements, structures, fixtures, and
replacements that may now, or at any time in [he future, 6e part of lhe real estate described lali referred to as
Propertyl. This Security Instrument will remain in effect until the Secured Debts and all underlying agreements
have been terminated in writing by Lender.
2. MAXIMUM OBLIGATION LIMIT. The total principal amount secured by this Security Instrument at any one
time will not exceed 51,857,000.00. This limitation of amount does not include interest and other fees and
charges validly made pursuant to this Security Instrument. Also, this limitation does not apply to advances
made under ihe terms of this Security Instrument to protect Lender's security and to perform any of the
covenants contained in this Security Instrument.
3. SECURED DEBTS. The term "Secured Debts" includes and this Security Instrument will secure each af the
following:
A. Specifie Debts. The following debts and all extensions, renewals, refinancings, modifications and
replacements. A promissory note or oihar agreement, No. 8836566, dated April 17, 2008, from Grantor to
Lender, with a loan amount of $3,285,000.00, with an interest rete of 4.0 percent per year and maturing on
April 15, 2014. B. All Debis. All present and future debts from Grontor to Lender, even if this Security Instrument is not
specifically referenced, or if the future dehi is unrelated to or of a different type than this debt. If more than
one person signs this Security Instrument, each agrees that it will secure debts incurred either individually or
with others who may not sign this Security Instrument. Nothing in this Security Instrument canstitutes a
commitmant to make additional or future laans or advances. Any such commitment must be in writing. In
the event that lender fails to provide any required notice of the right of rescission, Lender waives any
subsequent security interest in the Grantor's principal dwelling that is created by this Security Instrument.
This Security Instrument will not secure any debt for which a non-passessory, non-purchase monay security
interest is created in "household goods" in connection with a"consumer loan," as those terms are defined by
- federal law goveming unfair and deceptive aedit practices. This Security Instrument will not secure any
T.N PaOe 1
]02000005868053041008Y °1998 Bankers Sprtms, Inc., 51. CIauE. MN Es~
debt for which a security interest is created in "margin stock" and Lender does not obtain a"statement of
purpose," as defined and required by federal law governing securities.
C. Sums Advanced. All sums advanced and expenses incurred by Lender under the terms of this Security
Instrument.
4. PAYMENTS. Grantor agrees that all payments under the Secured Dehts will be paid when due and in
accordance with the terms of the Secured Debts and this Security Instrument.
5. WARRANTY OF TITLE. Grantor warrants tha[ Grantor is or will 6e lawfully seized of the estate conveyed by
this Security Instrument and has the right to irrevocably grant, convey and sell the Proparty to Trustee, in trust,
with power of sale. Grantor also warrants that the Property is unencum6ered, except for encumbrances of
record.
6. PRIOH SECURITY INTEHESTS. With regard to any other mortgage, deed of trus[, security agreement or
other lien document that creatad a prior security interest or encumbrence on the Property, Grantor agrees:
A. To make all payments when due and to perform or camply with all covenants.
0. To promptly deliver to Lender any notices that Grantor receives from the holder.
C. Nat to allow any modification or extension of, nor to request any future advances under any note or
agreement secured by the lien document without Lender's prior written consent.
7. CLAIMS AGAINST TITLE. Grantor will pay all taxes, assessments, liens, encumbrances, lease payments,
ground rents, utilities, and other charges relating to the Property when due. Lender may require Grantor to
provide to Lender copies of all notices that such amounts are due and the receipts evidencing Grantar's
payment. Grantor will defend title to the Property against any claims that would impair the lien of this Securi[y
Instrument. Grantor agrees to assign to Lender, as requested by Lender, any rights, claims or defenses Grantor
may have against parties who supply labor or materials to maintain or improve the Property.
8. DUE ON SALE OR ENCUMBRANCE. lender may, at its option, declare the entire balance of the Secured
Debt to 6e immediately due and payable upon the creation of, or contrect for the creation of, any lien,
encumbrance, transfer or sale of all or any part of the Property. This right is su6ject to the restrictions imposed
by federal law (12 C.F.R. 5911, as applicahle.
9. TRANSFEH OF AN INTEREST IN THE GRANTOR. If Grantor is an entity other than a natural person (such as
a corporation or other organization), Lender may demand immediate payment if:
A. A beneficial interest in Grantor is sold or transferred.
B. There is a change in either the identity or number of inem6ers of a partnership or similar entity.
C. There is a change in ownership of more than 25 percent of the voting stock of a corporation or similar
entity.
However, Lender may not demand payment in the above situations if it is prohibited by law as of the date of
this Security Instmment.
10. WARRANTIES AND REPRESENTATIONS. Grantor has the right and authority to enter into this Security
Instrument. The execution and delivery of this Security Instrument will not violate any agreement goveming
Grantor or to which Grantor is a party.
11. PROPERTY CONDITION, ALTERATIONS AND INSPECTION. Grantor will keep the Praperty in good
condition and make all repairs that are reasonably necessary. Grantor will not commit or allow any waste,
impairment, or deterioration of the Property. Grantor will keep [he Property free of noxious weeds and gresses.
Grantor agrees that the nature of the occupancy and use will not substantially change without Lender's prior
written consent. Grantor will not permit any change in any license, restrictive covenant or easement without
Lender's prior written consent. Grantor will notify Lender of all demands, proceedings, claims, and actions
against Grantor, and of any loss or damage to the Proparty.
No portion of the Property will be removed, demolished or materially altered without Lender's prior written
consent except that Grantor has the right to remove items of personal property comprising a part of the
Property that become worn or obsolete, provided that such personal property is replaced with other personal
property at least equal in value to the replaced personal property, free from any title retention device, security
agreement or other encumbrance. Such replacement of personal property will be deemed subject to the
security intarest created by this Security Instrument. Grantor will not partition ar subdivide the Property
without Lender's prior written consent.
Lender or Lendei s agents may, at Lender's option, enter the Property at any reasonable time for the purpose of
inspecting the Property. Lender will give Grantor notice at the time of or before an inspection specifying a
reasona6le purpose for the inspection. Any inspection of the Property will be entirely for Lender's benetit and
Grantor will in no way rely an Lender's inspection.
12. AUTHOHITY TO PERFORM. If Grantor fails to perform any duty or any of the covenants contained in this
Security Instrument, Lender may, without notice, Perform or cause them to be performed. Grantor appoints
Lender as attorney in fact to sign Grantor's name or pay any amount necessary for perfarmance. Lender's right
to pertorm for Grantor will not create an o6ligation [o perform, and Lender's failure to pertorm will not preclude
Lender from exercising any of Lender's other rights under the law or this Security Instrument. If any
construction on the Property is discontinued or nat carried on in a reasonable manner, Lander may take all steps
necessary to protec[ Lender's security interest in the Property, including completion of the construction.
18. ASSIGNMENT OF LEASES AND RENTS. Grantor irrevocably assigns, grants, conveys to Lender as
additional security all the right, title and interest in the following IPropertyl.
WM1eat PIEge UTan ftenewal AutM1Onry
coioraao o..a of rN,t
C0I4XCKBOUrn000 2 3 000 00 5 8680 5 3041 00BY ~1996 0anken Systems, Inc., St Clavq MN F~i Po0e 2
A. Existing or future leases, subleases, licenses, guarenties and any other written or verbal agreements for
the use and occupancy of the Properry, including but not limited m any extensions, renewals, modifiwtions
or replacements (leasas).
B. Rents, issues and profits, including but not limited to security deposits, minimum rents, percentage rants,
additional rents, common area maintenance charges, parking charges, real estata taxes, other applicable
taxes, insurence premium contri6utions, Iiquidated damages following default, cancellation premiums, "loss
of rents" insuronce, guast receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights,
general intangibles, and all rights and claims which Grantor may have that in any way pertain [o or are on
account of the use or occupancy of the whole or any part of the Property IRentsl.
In the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also
be regarded as a security agreement. Grantor will promp[ly provide Lender with copies of the Leases and will
certify these Leases are true and correct copies. The existing Leases will be provided on execution of the
Assignment, and all future Leases and any other information with respect to these Leases will be provided
immediately afterthey are executed. Grantor may collect, receive, enjoy and use the Rents sa long as Grantor
is not in default. Grantor will not collect in advance any Rents due in future lease periods, unless Grantor first
obtains Lender's written consent. Upon default, Grantor will receive any Rents in trust for Lender and Grantor
will not commingie the Rents wiih any other funds. When Lender so directs, Grantor will endorse and deliver
any payments of Rents from the Property to lender. Amounts collected will be applied at Lender's discretion to
the Secured Debts, the costs of managing, protecting and preserving the Property, and other necessary
expenses. Grantor agrees that this Security Instrument is immediataly effective between Grantor and Lender.
This Security Instrumen[ will remain effactive during any statutary redemption period until the Secured Debts
ara satisfied. Unless otherwise prohibited or prescribed by state law, Grantor agrees that Lender may take
actual possession of the Property without the necessity of commencing any legal action or proceeding. Grantor
agrees that actual possession of the Property is deemed to occur when Lender notifies Grantor of Grantor's
default and demands that Grantor and Grantor's tenants pay all Rents due or to become due directty to Lender.
. Immediately after Lender gives Grantor the notice of default, Grantor agrees that either Lender or Grantor may
immediately notify the tenants and demand that all future Rents be paid directly to Lender. As long as this
Assignment is in effect, Grantor warrants and represents that no default exists under the Leases, and the
parties subject to the Leases have not violated any applicable law on leases, licenses and landlords and tenants.
Grantor, at its sole cost and expense, will keep, observe and perform, and require all other parties to the Leases
to comply with the Leases and any applicable law. If Grantor or any party to the Lease defaults or fails to
observe any applica6le law, Grantor will prompily notify Lender. If Grantor neglects or refuses to enforce
compliance with the terms of the Leases, then Lender may, at Lender's option, enforce compliance. Grantor
will not sublet, modify, eztend, cancel, or otherwise alter the Leases, or accept tha surrender of the Property
covered by the Leases lunless the Leases so requirel without Lender's consent. Grantor will not assign,
- compromise, subordinate or encumber the Leases and Rants without Lender's prior written consent. Lender
does not assume or become liable for the Property's maintenance, depreciation, or other losses or damages
when Lender acts to manage, protect or preserve the Property, except for losses and damages due to Lender's
gross negligence or intentional torts. Otherwise, Grantor will indemnify Lender and hold Lender harmless for all
liability, loss or damage that Lender may incur when Lender opts to exercise any of its remedies against any
party obligated under the Leases.
14. DEFAULT. Grantor will be in default it any of the following occur:
A. Payments. Grantor fails to make a payment in fuil when due.
B. Insolveney or Bankruptcy. The death, dissolution or insolvency of, appointment of a receiver by or on
behalf of, appiication of any debtor relief law, the assignment for the benefit of creditors by or on behalf of,
the voluntary or involuntary termination of existence by, or the commencement of any proceeding under any
preseni or future federel or state insolvency, bankruptcy, reorganization, composition or debtor relief law by
or against Grentor, Borrower, or any co-signer, endorser, surety or guarantor of this Security Instrument or
any other obligations Borrower has with Lender.
C. Failure to Perform. Grantor tails to perform any condition or to keep any promise or cavanant of this
Security Instrument.
D. Other pocuments. A dafault occurs under the terms of any other document relating to the Secured
Debts.
E. Other Agreements. Grantor is in default on any other debt or agreement Grantor has with Lender or any
affiliate of Lender.
F. Misrepresentation. Grantor makes any verhal or written statement or provides any financial information
that is untrue, inaccurate, or conceals a material fact at the time it is made or provided.
G. Judgment. Grantor fails to satisfy or appeal any judgment against Grantor.
H. Forfeiture. The Property is used in a manner ar for a purpose that threatens confiscation by a legal
authority.
1. Name Chenge. Grantor chenges Grentor's name or assumes an additional name without notifying Lender
before making such a change.
J. Propeny Transfer. Grantor [ransfers all or a substantial part of Grantor's money or property. This
condition of defauli, as it relates to the trensfer of the Property, is subject to the restriciions contained in the
DUE ON SALE section.
K. Property Value. Lender determines in good faith that the value of the Property has declined or is impaired.
- L. Insecurify. Lender determines in good faith that a material adverse change has occurred in Grentor's
financial condition from the conditions set forth in Grantor's most recent financial statement before the da[e
Meet Nia9e uman aenewal Aumoriry
CdoraEO Or.J OI Tmet
C0I4XCKBoum00022000005848053001008Y °1996 Bmkers Syntems, Inc., St CIOUE. MN E~ P89e 3
of this Security Instrument or that the prospect for payment or performance of the Secured Debts is impaired
for any reason.
15. REMEDIES. On or after default. Lender may use any and all remedies Lender has under state or federal law
or in any document relating to the Secured Debts, including, without limitation, the powar to sell the Property or
foreclose on installments without acceleration. Any amounts advanced on Grantor's behalf will be immediately
due and may 6e added to the balance owing under the Secured Debts. Lender may make a claim for any and alI
insurance henefits or refunds that may 6e available on Grantor's default.
Subject to any right to cure, required tima schedules or any other notice rights Grantor may have under federal
and state law, Lender may make all ar any part of the amount owing by the terms of the Secured Debts
immediataly due and foreclose this Security Instrument in a manner provided by law upon the occurrence of
Grantor's default or anytime thereafter.
If there is a default, Trustee will, in addition to any other permitted remedy, at the request of the Lender,
advertise and sell the Property as a whole or in separate parcels at public auction to the highest bidder for cash.
Trustee will give notice of sale including the time, terms and place of sale and a description of the Property to
be sold as raquired by the applicable law in effect at the time of the proposed sale.
Upon the sale of the Property, to the extant not prahibited by law, and at such time purchaser is legally entitlad
to it, Trustee shall make and deliver a deed to the Property sold which conveys title to the purchaser, and after
first paying all fees, charges and costs, shall pay to Lender all monies advanced tor repairs, taxes, insurance
liens, assessments and prior encumbrancas and interest thereon, and the principal and interest on the Secured
Debt, paying the surplus, if any, to persons legally entitled to it. Lender may purchase the Property. The
recitals in any deed of conveyance shall be prima facie evidence of the facts set forth therein.
All remedies are distinct, cumulative and not exclusive, and the Lender is entitled to all remedies provided at law
or equity, whether or not expressly set forth. The acceptance by Lender of any sum in payment or partial
payment on the Secured Debts after the balance is due or is accelerated or after foreclosure proceedings are
filed will not constitute a waiver of Lender's right to require full and complete cure of any existing default. By
not exercising any remedy, Lender does not waive Lender's right to later consider the event a default if it
continues or happens again.
18. COLLECTION EXPENSES AND ATTORNEYS' FEES. On or after Default, to the extent permitted by law,
Grantor agrees to pay all expenses of collection, enforcemant or protection of lender's rights and remedies
under this Security Instrument or any other document relating to the Secured Debts. Grantor agrees to pay
expenses for Lender to inspect and preserve the Property and for any recordation costs of releasing the Property
from this Security Instrument. Expenses include, bu[ are not limited to, reasonable a[torneys' fees after default
and referral to an attorney who is not a salaried employee of the Lender, court costs, and other collection costs.
These axpenses are due and payable immediately. If not paid immadiately, these expenses will bear interest
from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of
the Secured De6ts. In addition, to the extent parmitted by the United States Bankruptcy Code, Grantor agrees
to pay the reasonable attorneys' fees incurred by Lender to protect Lender's rights and interests in connection
with any bankruptcy proceedingsinitiated by or against Grantor.
17. ENVIRONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As used in this section, (1) Environmental
Law means, without limitation, the Camprehensive Environmental Response, Compensation and Lia6ility Act
(CERCLA, 42 U.S.C. 9601 et seq.), all other federal, state and local laws, regulations, ordinances, court orders,
attorney general opinions or interpretive letters concerning the pu6lic health, safety, welfare, environment or a
hazardous substance; and (2) Hazardous Substance means any toxic, radioactive or hazardous material, waste,
pollutant or contaminant which hes characteristics which render the substance dangerous or potentially
dangerous to the public health, safety, welfare or environment. The term includes, without limitation, any
substances defined es "hazardous material." "toxic substance," "hazardous waste," "hazardous substance," or
"regulated substance" under any Environmental Law.
Grentor represents, warrants and agrees that:
A. Except as previously disclosed and acknowledged in writing to Lander, no Hazardous Substance has been,
is, or will be located, transported, manufactured, treated, refined, or handled by any person an, under or
about the Property, except in the ordinary course of business and in strict compliance with all applicable
Environmental Law.
B. Except as previously disclosed and acknawledged in writing to Lender, Grentor has not and will not cause,
contribute to, or permit the release of any Hazardous Substance on the Froperry.
C. Grantor will immediately notify Lender if (1) a release or threatened release of Hazardous Substance
occurs on, under or about the Property or migrates or threatens to migrate from nearby property; or (2) there
is a violation of any Environmen[al Law concerning the Property. In such en event, Grantor will take all
necessary remedial action in accordance with Environmental Law.
0. Except as previously disclosed and acknawladged in writing to Lender, Grentor has no knawledge of or
reason to believe there is any pending or threatened investigation, claim, or proceeding of any kind relaiing to
(1) any Hazardous Substance located on, under or about the Property; or (2) any violation by Grantor or any
tenant of any Environmental Law. Grantor will immediately notify Lender in writing as soon as Gran[ar has
reason to beliave there is any such pending or threatened investigation, claim, or proceeding. In such an
event, Lender has the right, but not the obligetion, to participate in any such proceeding including the right to
receive copies of any documents relating to such proceedings.
E. Except as previously disclosed and acknowiedged in writing to Lender, Grantor and every tenant have
been, are and will remain in full compliance wiih any applicable Environmental Law.
Wheet PidOe Urban Renawal AutM1Onry
caor.do o..a oi rNm
C0I4%CKBOUm0W2 200000 5 8 680 53061 008Y T'1996 Bankers Systema, Inc., St qwE. MN Fi~ PoBa 4
F. Except as previously disclosed and acknowledged in writing to Lender, there are no underground storage
tanks, private dumps or open welis located on or under the Property and no such tank, dump or well will be
added unless Lender first consents in writing.
G. Grantor will regularly inspect the Property, monitor the activities and operations on the Property, and
confirm that all permits, licenses or approvals required by any applicable Environmental Law are ob[ained and
complied with.
H. Grantor will permit, or cause any tenant to permit, Lendar or Lender's agent to enter and inspect the
Property and review all records at any reasonable time to determine (1) the existence, location and nature of
any Hazardous Substance on, under or about the Property; (2) the existence, location, nature, and magni[ude
of any Hazardaus Substance that has 6een released on, under or abaut the Property; or (3) whether or not
Grantor and any tenant are in compliance with applicable Environmental Law.
1. Upon Lender's request and at any time, Grantor agrees, at Grentar's expense, to engage a qualified
environmental engineer to prepare an environmental audit of the Property and to submit the results of such
audit to Lender. The choice of the environmental engineer who will perform such audit is subject to Lender's
approval.
J. Lender has the righ[, 6ut not the o6ligation, to perform any of GranmYs obligatians under this section at
Grantor's expanse.
K. A5 a conseqUence of any breach of any representation, warrenty or promise made in this section, (1)
Grantor will indemnify and hold Lender and lender's successors or assigns harmless from and against all
losses, claims, demands, liabilities, damages, cleanup, response and remediation costs, penalties and
expenses, including without limitation all costs of litigation and attorneys' fees, which Lender and Lender's
successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Security
Instrument and in return Grantor will provide Lender with collateral of at least equal value to the Property
without prejudice to any of Lender's rights under this Security Instrumen[.
L. Notwithstanding any of the language contained in this Security Instrument to the coMrery, the terms of
this section will survive any foreclosure or sa[isfaction of this Securily Instrument regardless of any passage
of title to Lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the
contrary are hereby waived.
18. CONDEMNATION. Grantor will give Lender prompt notice of any pending or threatened action by private or
public entities to purchase or take any or all of the Property through condemnation, eminent domain, or any
other means. Grantor authorizes Lender to intervene in Grontor's name in any of the above described actions or
claims. Grantor assigns to Lender the proceeds of any award or claim for damages connected with a
condemnation or ather taking of all or any part of the Property. Such proceeds will he considered payments and
will be applied as provided in this Securi[y Instrument. This assignment of proceeds is subject to the terms of
any prior martgage, deed of trust, security agreement or other lien document.
19. INSURANCE. Grentor agrees to keep the Property insured against ihe risks reasonably associated with the
Property. Grantor will maintain this insurance in the amounts Lender requires. This insurance will last until the
Property is released from this Security Instrument. What Lender requires pursuant to the preceding two
sentences can change during the term of the Secured Debts. Grantor may choose the insurance company,
su6ject to Lender's approval, which will not be unreasonably withheld.
All insurance policies and renewals will include a standard "mortgage clause" and, where applicable, "loss payee
clause." If required by Lender, Grentor agrees to maintain comprehensive general liability insurence and rental
loss or business interruption insurence in amounts and under policies acceptahle to Lender. The comprehensive
general liability insurance must name Lender as an additional insured. The rental loss or business interruption
insurance must be in an amount equal to at least coverage of one year's debt service, and required escrow
account deposits lif agreed to separately in writingl.
Grantor will give Lender and the insurance company immediate notice of any loss. All insurance proceeds will
be applied to restoration or repair of the Property or to the Secured Debts, at Lender's option. If Lender
acquires the Property in damaged condition, Grantor's rights to any insurance policies and proceeds will pass to
Lender to the extent of the Secured Debts.
Grantor will immediately notify lender of cancellation or termination of insurance. If Grantor fails to keep the
Property insured, Lender may obtain insurance to protect Lender's interest in the Property and Grantor will pay
for the insurance on Lender's demand. Lender may demand that Grantor pay for tha insurance all at once, or
Lender may add the insurance premiums to the balance of the Secured Debts and charga interest on it at the
rate that applies to the Secured Debts. This insurance may include coverages not originally required of Grantor,
may be written by a company other than one Grantor would choose, and may be written at a higher rete than
Grantor could obtain if Grantor purchased the insurance. Grantor acknowledges and agrees that Lender or one
of Lender's affiliates may receive commissions on the purchase of this insurance.
20. ESCROW FOH TAXES AND INSURANCE. Grantor wili not be required [o pay to Lender funds for taxes and
insurance in escrow.
21. CO-SIGNERS. If Grentor signs this Security Instrument but is not otherwise obligated to pay the Secured
De6ts, Grantor does so only to convey Grantor's interest in the Property to secure payment of the Secured
Debts and Grantor does not agree by signing this Security Instrument to be personally 1ia61e on the Securad
Debts. If this Security Instrument secures a guarenty between Lender and Grantor, Grantor agrees to waive any
rights that may prevent Lender from bringing any action or claim against Grantor or any party indebted under
the obligation. These rights may include, but are not limited to, any anti-deficiency or one-action laws.
22. WAIVERS. Except to the extent prohibited by law, Grantor waives all appraisement and homesiead
exemption rights relating to the Proparty.
wne,t aiaea umao eenewai numo,inv
Colomdo DoE OI Tmat PaOa 5
COI4XCkBounb00 2 2000 00 5 8 680 5 3041 006Y "1998 Bankers Systems. Inc, St Cbud, MN 6er?{
23. O7HEH TEHMS. The foliowing are applicable to this Security Instrument:
A. Additional Terms. Grantor here6y covenants [hat it will not take any action or omit ta take any action
with respect to the Secured Debts, any proceeds therefrom, or any other funds thet Grantor has or any
facilities financed or refinanced with the proceeds of the Secured Debts if such ac[ion of omission (i) would
cause the interest on the Secured Debts to lose its exclusion trom gross income tor federal income tax
purposes under Section 103 of the Code, or (ii) would cause interest on the Secured Debts to lose its
exclusion trom alternative minimum taxable income as defined in Section 551b112) of the Code except to the
extent such interest is required to ba included in the adjusted current earnings adjustment applicable to
corporotions under Section 56 of [he Code in calculating corporate alternative minimum taxable income, (iii)
would cause interest on [he Secured Debts to lose its exclusion from Colorado taxable income and Colorado
alternative minimum tazable incoma under present state law, or (iv) would cause the Secured Debts to not
be 6ank qualified under Section 2651b1131 of the Code. The foregoing covenant shall remain in full force and
effect notwithstanding the payment in full or defeasance of the Note until the date on which all of Grantor's
obligations in fuifilling the above covenant under the Code have been met.
24. APPLICABLE LAW. This Security Instmment is governed by the laws of Coloredo, the United States of
America, and to tha extent required, by the laws of the jurisdiction where the Property is located, except to the
extent such state laws are preempted by federel law.
25. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSOPS. Each Grantor's obligations under this Security
Instrument are independent of the obligations of any other Grantor. Lender may sue each Grantor individualiy or
together with any other Gran[or. Lender may release any part of the Property and Grantor will still be obligated
under this Security Instrument for the remaining Property. If [his Security Instrument secures a guaranty
between Lender and Grantor, Grantor agrees to waive any rights that may prevent Lender from bringing any
action or claim against Grantor or any party indebted under the obligation. These righ[s may include, but are
not limited [o, any anti-deficiency or one-action laws. Grantor agrees that Lender and any party to this Security
Instrument may extend, modify or make any change in the [erms of this Security Instrument or any evidence of
debt without Grantor's consent. Such a change will not release Grantor from the terms of this Security
Instrument. The duties and benefits of this Security Instrument will bind and benefit tha successors and assigns
of Lender and Grantor.
26. AMENDMENT, INTEGRATION AND SEVERABILITY. This Security Instrument may not be amended or
modified by orel agreement. No amendmeni or modification of this Security Instrument is effective unless made
in writing and executed by Grantor and Lender. This Security Instrument and any other documents relating to
the Sacured Debts are the complete and final expression of the agreement. if any provision of this Security
Instrument is unenforceable, then the unenforceable provision will be severed and the remaining provisions will
still he enforceable.
27. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular.
The section headings are for convenience only and are not to he used ta interpret or define the terms of this
Security Instrument.
28. NOTICE, FINANCIAL REPORTS, ADDITIONAL DOCUMENTS AND RECORDING TAXES. Uniess otherwise
required by law, any notice will be given 6y delivering it or mailing it by first class mail to the appropriate
party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice
to one Grantor will be deemed to be notice to all Grantors. Grantor will inform Lender in writing of any change
in Grentor's name, address or other application information. Grantor will provide Lender any financial
statements or information lender requests. All financial statements and information Grantor gives Lender will
be correct and complete. Grantor agrees to pay all expenses, charges and taxes in connection with the
preparation and recording of this Security Instrument. Grantor agrees to sign, deliver, and file any additional
documents or certifications that Lender may cansider necessary to perfect, continue, and preserve Grentor's
ohli8ations under this Security Instrument and to confirm Lender's lien status on any Property, and Grantor
agraes to pay all expenses, charges and taxes in cannection with the preparation and recordin8 thereof. Time is
of the essence.
29. AGREEMENT TO ARBITRATE. Lender or Grantor may submit to binding arbitration any dispute, claim or
other matter in question between ar among Lender and Grantor that arises out of or relates to this Transaction
IDisputel, except as otherwise indicated in this section or as Lender and Grantor agree to in writing. For
purposes of [his section, this Transaction includes this Security Instrument and any other document relating to
the Secured Debts, and proposed loans or extensions of credit that relate to this Security Instrument. Lender or
Grantor will noi arbitrate any Dispute within any "core proceedings" underthe United Statas bankruptcy laws.
Lender and Grantor must consent to arbitrate any Dispute concerning the Secured Debt secured by real estate
at the time of the proposed arbitretion. Lender may foreclose or exercise any powers of sale agains[ real
property securing the Secured Debt underlying any Dispute before, during or after any arbitration. Lender may
also enforce the Secured Debt secured by this real property and underlying the Dispute befora, during or after
any arbitration.
Lender or Grantor may, whether or not any arbitrotion has begun, pursue any self-help or similer remedies,
including taking property or exercisin9 other rights under the law; seak attachment, garnishmant, receivership or
other provisional remedies from a court having lurisdiction to presarve the rights of or to prevent irreparable
injury to Lender or Grantor; or foreclose against any property by any method or teke legal action to recover eny
property. Foreclosing or exercising a power of sale, beginning and continuing a judicial action or pursuing self-
help remedies will not constitute a waiver of the right to compel arbitrotion.
The arbitrator will determine whether a Dispute is arbitreble. A single arbitrator will resolve any Dispute,
whether individual or joint in nature, or whether based on contract, tort, or any other matter at law or in equity.
WMet RIAge Urban Penewal AutM1Onry
CWontlo Oud OI Tmat
C0I4XCKBOUrn00023000005848053001008Y m1998 Bankns Syxteme, Inc_ SL Claud. MN 15s~ Papa 6
The arbitrator may consolidate any Dispute wiih any related disputes, claims or other matters in question not
arising out of this Transaction. Any court having jurisdiction may enter a judgment or decree on the arbivator's
" award. The judgment or decree will be enforced as any other judgment or decree.
Lender and Grantor acknowledge that the agreements, transactians or the relationships which result from the
agreements or transactions between and among Lender and Grantor involve interstate commerce. The United
States Ar6itration Act wili govern the interpretation and enforcement of this section.
The American Arbitretion Association's Commercial Ar6itretion Rules, in effect on the date of this Security
Instrument, will govem the selection of the arbitrator and the arbitration process, unless otherwise agreed to in
this Security Instrument or another writing. .
30. WAIVER OF TRIAL FOR AHBITRATION. Lender and Grantor understand that tha parties have the right or
opportunity to litigate any Dispute through a trial 6y judge or jury, 6ut that the parties prefer to resolve Disputes
through arbitration instead of litigation. if any Dispute is ar6itrated, Lender and Grantor voluntarily and
knowingly waive the right to have a triel by jury or judge during the arbNratian.
SIGNATURES. By signing, Grantor agrees to the terms and cavenants contained in this Security instrument.
Grentor also acknowledges receipt of a copy of this Security Instrument.
GRANTOR:
Wheat Ridge Urban Renewal Authority
By
Terrell R. Williams, Chairman
ACKNOWLEDGMENT.
IBusiness or Enliryl
OF OF ss.
This instrumeni was acknowledged before me this day of .
by Terrell R. Williams - Chairman of Wheat Ridge Urban Renewal Authority a(n) Govemment Agency on behalf
of the Government Agency.
My commission expires:
(Notary Puhlic)
WM1ea[ Xidpe Urban Renewal AuMOriry
Colovdo Dud Of Tmrt paea 7
COI4XCKBOUrn000 2 200000 59480 5 304100 8Y '~1996 Banken Systems, Inc, Sc CIouJ, MN Evg'"
Space Above This Line For Fecording Data
DEED OF TRUST
DATE AND PAflTIES. The date of this Deed Of Trust (Security Instrument) is April 17, 2008. The parties and
their addresses are:
GRANTOR:
WHEAT RIDGE URBAN HENEWAL AUTHORITY
A Colorada Government Agency
7500 W 29th Avenue
Wheat Ridge, Colorado 80033
TRUSTEE:
PUBLIC TRUSTEE OF JEFFERSON COUNTY, COLOHADO
LENDER:
FIflSTBANK OF WHEAT RIDGE
Organized and existing under the laws ot Colorado
4350 Wadsworth Boulevard
Wheat Ridge, Coloredo 80033
1. CONVEVANCE. For goad and valuable consideration, the receipt end sufficiency of which is acknowledged,
and to secure the Secured Dehts and Grentor's performance under this Security Instrument, Grantor irrevocably
grants, conveys and sefls to Trustee, in trust for the benafit of Lender, with power of sale, the following
described property:
Lot 3, Time Square Subdivision,
Except [hat portion of said Lot 3, lying South of the Northerly line of Lot 1, Time Square Subdivision as if
extended from the Eas[ line of said Lot 1 to the West line of said Lot 7, which line bears South 89° 55' 50"
West and which is the South line of the Northwest 1/4 of tha Northwest 114 of the Southeast 1/4 of Section
23, Township 3 South, Range 89 West of the 6th P.M.,
and
Except a parcel of land being a portion of Lot 3, Time Square Subdivision, bein9 more particularly described as
tollows:
Beginning at the Northwest corner of said Lot 3, Time Square Su6division, thence North 89° 56' 20" East,
along the North line of said Lot 3, a distance of 195.00 feet; thence South 00° 02' 46" West, a distance of
32.25 feet; thence North 89° 56' 20" East, a distance of 133.54 feet [o a point on the Easterly line of said Lot
3; thence Souih 00° 02' 46" West, along said Easterly line, a dis[ance of 55.92 feet; thence leaving said
Easterly line, South 89° 56' 20" West, a distance of 328.67 feet to a point on the Westerly line of said Lot 3;
thence North 00° 03' 46" East, along said Westerly line, a distance of 87.57 feet to the Point of Beginning,
County of Jefferson, State of Coloredo
The property is located in Jefferson County at 7540 West 44th Avenue, Wheat Ridge, Colorado 80033.
Together with all rights, easaments, appurtenances, royalties, mineral rights, oil and gas rights, crops, timber,
all diversion payments or third party payments made to crop producers, all water and riparian rights, wells,
ditches, reservoirs and water stock and all existing and future improvements, structures, fixtures, and
replacements that may now, or at any time in the future, be part of Ihe real estate described (all referred to as
Property). This Security Instrument will remain in effect until the Secured Debts and all underlying agreements
have been terminated in writing by Lender.
2. MAXIMUM OBLIGATION LIMIT. Tha total principal amount secured by this Security Instrument at any one
time will not axceed $1,428,000.00. This limitation of amount does not include interest and other fees and
charges validly made pursuant to this Security Instrument. Alsa, this limitation does not apply to advances
made under the terms of this Security Instrument to protect Lender's security and to perform any of the
covenants contained in this Security Instrument.
3. SECURED DEBTS. The term "Secured Debts" includes and this Security Instrument will secure each of the
foliowing:
A. Specific Debts. The following de6ts and all extensions, renewals, refinancings, modifications and
replacements. A promissory note ar other agreement, No. 8838566, datad April 17, 2008, from Grentor to
Lender, with a laan amount of $3,285,000.00, with an interest rate of 4.0 percent per year and maturing on
April 15, 2014.
B. AU Debts. All present and future debts from Grantor to Lender, even if this Security Instrument is not
specifically referenced, or if the future debt is unrelated to or of a different type than this debt. If more than
one person signs this Security Instrumeni, aach agrees that it will secure debts incurred either individually or
with others who may not sign this Security Instrument. Nothing in this Securiry Instrument constitutes a
commitment to make additional or fuiure loans or advances. Any such commitment musi be in writing. In
WM1wc PiABe Uhan Fenewel Authoriry
Cdorado Ueed 01 Tmat
C0I9%CKBoum00042000005868053091008Y e1998 Bankers Sysama, Inq, SL CIOUA, MN Es~ Pape 1
the event that Lender fails to provide any required notice of the right of rescission, Lender waives any
subsequent security interest in the Grantor's principai dwelling that is created by this Security Instrument.
This Security Instrument will nat secure any debt far which a non-possessory, non-purchase money security
interest is created in "household goods" in connection with a"consumer loan," as those terms are defined by
federal law governing unfair and deceptive credit practices. This Security Instrumant will not secure any
debt for which a security interest is created in "margin stock" and Lender does not obtain a"statement of
purpose," as defined and required by federel law governing securities.
C. Sums Advanced. All sums advanced and expenses incurred by Lender under the terms of this Security
Instrument.
4. PAYMENTS. Grantor agrees that all payments under the Secured Debts will be paid when due and in
accordance with the terms of the Secured Debts and this Security Instrument.
5. WARRANTY OF TITLE. Grantor warrants that Grantor is or will be lawfully seized of the estate conveyed by
this Security Instrument and has the right to irrevocably grant, convey and sell the Property to Trustee, in trust,
with power of sale. Grantor also warrants that the Property is unencumbered, except for encumbrances of
record.
6. PRIOR SECURITY INTERESTS. With regard to any other mortgage, deed of trust, security agreement or
other lien document that created a prior security interest or encumhrance on the Property, Grantor agrees:
A. To make all payments when due and to perform or comply with all covenants.
B. To promptly deliver to Lender any notices that Grantor receives from the holder.
C. Not to allow any modification or extension of, nor to request any future advances under any note or
agreement secured by the lien document without Lender's prior written consent.
7. CLAIMS ADAINST TITLE. Grantor will pay all taxes, assessments, liens, encumbrances, lease payments,
ground rents, utilities, and other charges relating to the Property when due. Lender may require Grantor to
provide to Lender copies of all notices that such amounts are due and the receipts evidencing Grantor's
payment. Grantor will defend titla to the Property against any claims that would impair the lien of this Security
Instrument. Grantor agrees to assign to lender, as requested by Lender, any ri9hts, claims or defenses Grantor
may have against parties who supply labor or materials to maintain or improve the Property.
8. DUE ON SALE OR ENCUMBRANCE. Lender may, at its option, declare the entire balance of the Secured
Debt to 6e immediately due and payahle upon the creation of, or contrect for the creation of, any lien,
encumbrance, transfer ar sale of all or any part of the Property. This right is su6ject to the restrictions imposed
by federal law (12 C.F.R. 591), as applicable.
9. THANSFER OF AN INTEHEST IN THE GNANTOH. If Grantor is an entity other than a natural person Isuch as
- a corporetion or other organizationl, Lender may demand immediate payment if:
A. A beneficial interest in Grantor is sold or transferred.
B. There is a change in either the identity or number of inemhers of a partnership or similar entity.
C. There is a change in ownership of more than 25 percent of the voting stock of a corporation or similar
entity.
However, Lender may not demand payment in the above situations if it is prohibited by law as of the date of
this Security Instrument.
10. WARHANTIES AND REPHESENTATIONS. Grantor has the right and authority to enter into this Security
Instrument. The execution and delivery of this Security Instrument will not violate any agreement governing
Grantor or to which Grantor is a party.
11. PROPEHTY CONDITION, ALTERATIONS AND INSPECTION. Grantor will keep the Property in good
condition and make all repairs that are reasanably necessary. Grantor will not commit or allow any waste,
impairment, or deterioration of the Property. Grantor will keep the Property free af noxious weeds and grasses.
Grantor agrees that the nature of the occupancy and use will not substantially change without Lender's prior
writ[en consent. Grantor will not permit any change in any license, restrictive covenant or easement without
Lender's prior written consent. Grantor will notify Lender of all demands, proceedings, claims, and actions
against Grantor, and of any loss or damage to the Property.
No portion of the Property will be removed, demolished or materially altered without Lender's prior written
consent excapt that Grantor has the right to remove items of personal property comprising a part of the
Property that become worn or obsole[e, provided that such personal property is replaced with other personal
property at least equal in value to the replaced personal property, free from any title reten[ion device, security
agreement or other encumbrence. Such replacement of personal property will be deemed subject to the
security interest created by this Security Instrument. Grantor will not partition or su6divida the Property
without Lender's prior written consent.
Lender or Lender's agents may, at Lender's option, enter the Property at any reasonable time tor the purpose of
inspecting the Property. Lender will give Grantor natice at the time of or betore an inspection specifying a
reasonable purpose for the inspection. Any inspection of the Property will 6e entiraly for Lender's benefit and
Grantor will in no way rely on Lendei s inspection.
12. AUTHOflITY TO PERFORM. If Grantor fails to perform any duty or any of the covenants contained in this
Security Instrument, Lender may, without notice, perform or cause them to 6e performed. Grantor appoints
Lender as atiorney in fact to sign Grantor's name or pay any amount necassary for performance. Lender's right
to perform for Grantor will not create an obligation to perform, and Lender's failure ta perform will not preciude
Lendar from exercising any of Lender's other rights under the law or this Security Instrument. If any
Wheac FiEOe Urban Fenewal Authoriry
Cdorado DoJ Of Tmat paee p
COI4XCK9oumOW2200000586805309100BY ~'1998 Bankers Syatems, Ina, SC Clouq MN F~v "
construction on the Property is discontinued or not carried on in a reasonable manner, lender may take all s[eps
necessary to protect Lender's security interest in the Property, including completion of the construction.
13. ASSI6NMENT OF LEASES AND RENTS. Grantor irrevocably assigns, grants, conveys to Lender as
additional security all the right, title and in[erest in the following (Property).
A. Existing or tuture leases, subleases, Iicenses, guaranties and any other written or verbal agreements for
tha use and occupancy of the Property, including but not limi[ed to any extensions, renewals, modifications
or replacements (Leases).
B. Rents, issues and profits, including 6ut not limited to security deposits, minimum rents, percentage rents,
additional rents, common area maintenance charges, parking charges, real estate taxes, other applicable
taxes, insurance premium contrihutions, liquidated damages following default, cancellation premiums, "loss
of rents" insurence, guest receipts, revenues, royalties, proceeds, bonuses, accounts, contract rights,
general intangibles, and all righ[s and claims which Grantor may have that in any way pertain to or are on
account of the use or occupancy of the whola or any part of the Property (Rents).
In the event any item listed as Leases or Rents is determined to be personal property, this Assignment will also
6e regarded as a security agreement. Grantor will promptly pravide Lender with copias of the Leases and will
certify these Leases are true and correct copies. The existing Leases will be provided on execution of the
Assignment, and all future Leases and any o[her information with respect to these Leases will be provided
immediately after they are executed. Grantor may callect, receive, enjoy and usa the Rents sa long as Grantor
is not in defaWt. Grantor will not collect in advance any Rents due in tuture lease periods, unless Grantor first
obtains Lender's written consent. Upan default, Grantor will receive any Rents in trust for Lender and Grantor
will not commingle [he Rents with any other funds. When Lender so directs, Grantor will endorse and deliver
any payments of Rents from the Property to Lender. Amounts collected will be applied at lender's discretion to
the Secured Debts, the costs af managing, protecting and preserving tha Property, and other necessary
expenses. Grantor agrees that this Security Instrument is immediately effective between Grantor and Lender.
This Security Instrument will remain effective during any statutory redemptian period until the Secured Debts
are satisfied. Unless otherwise prohibited or prescribed by state law, Grantor agrees that Lender may take
actual possession of the Praperty without the necessity of commencing any legal action or proceeding. Grantor
agrees that actual possession of the Property is deemed to occur when Lender notifies Grantor of Grantor's
default and damands that Grantor and Grantor's tenants pay all Rents due or to become due directly to Lender.
Immediately after Lender gives Grantor the notice of detault, Grantor agrees that either Lender or Grantor may
immediately notify the tenants and demand that all future Rants be paid directly to Lender. As long as this
Assignment is in effect, Grantor warrents and represents that na default exists under the Leases, and the
parties subject to the Leases have not violated eny applicable law on leases, licenses and landlords and tenants.
Grantor, at i[s sole cost and expense, will keep, observe and perform, and require all other parties to the Leases
to comply with the Leases and any applicable law. If Grantor or any party to the Lease defaults or fails to
observe any applicable law, Grantor will promptly notify Lender. If Grantor neglects or refuses to enforce
compliance with the terms of the Leases, then Lender may, at Lender's option, anforce compiiance. Grantor
will not sublet, modify, extend, cancel, or otherwise alter the Leases, or accept the surrender of the Property
covered hy the Leases Iunless the Leases so requirel without Lender's consent. Grantor will not assign,
compromise, subordinate or encumher the Leases and Rents without Lender's prior written consent. Lender
does not assume or become liable for the Proparty's maintenance, depreciation, or other losses or damages
when Lender acts to manage, protect or preserve the Property, except for losses and damages due to Lender's
gross negligence or intentional torts. Otherwise, Grantor will indemnify Lender and hold Lender harmless for all
liability, loss or damage that Lender may incur when Lender opts to exercise any of its remedies against any
party obligated under the Leases.
14. DEFAULT. Grantor will 6e in defauit if any of the following occur:
A. Payments. Grantor fails to make a payment in full when due.
B. Insolvency or Bankruptcy. The death, dissolution or insolvency of, appointment of e receiver by or on
behalf of, appiication of any debtor relief law, the assignment for the benefit of creditors by or on behalf of,
the voluntary or involuntary termination of existence by, or the commencement of any procaeding under any
present or fu[ure federal or staie insolvency, bankruptcy, reorganization, composition or debtor relief law by
or against Grantor, Borrower, or any co-signer, endorser, surety or guarantor of this Security Instrument or
any other obligations Borrower has with Lender.
C. Failure to Perform. Grantor fails to perform any condition or to keep any promise or covenant of this
Security Instrument.
D. Other pocuments. A default occurs under the terms of any other document relating to the Secured
Debts.
E. Other Agreements. Grantor is in default on any other debt or agreemeni Grantor has with Lender or any
affiliate of Lender.
F. Misrepreaentatian. Grantor makes any ver6al or written statement or provides any financial infarmation
that is untrue, inaccurate, or conceals a material fact at the time it is made or provided.
G. Judgment. Grantor fails to satisfy or appeal any judgment against Grantor.
H. Forfeiture. The Property is used in a manner or for a purpose that threatens confiscation by a legal
authority.
1. Neme Change. Grantor changes Grantor's name or assumes an additional name without notitying Lender
before making such a change.
Wpeat flidpe Uroan 0.enewal Authoriry
Colwatlo Due of Tma
COI4XCKBOUrn0002100000 5848053041 008Y a1998 Banken SyMema, Inc_ St CIouE, MN E s~ Pape 3
J. Property Transfer. Grantor transfers all or a substantial par[ of Grantor's money or property. This
condition of default, as it relates to the transfer of the Property, is subject to the restrictions contained in the
DUE ON SALE section.
K. Property Vaiue. Lender determines in good faith [hat the value of the Property has declined or is impaired.
L. Insecurity. Lender determines in good faith that a materiai adverse change has occurred in Grantor's
financial condition from the conditions set forth in Grantor's most recent financial statement before the date
of this Security Instrument or that the prospect for payment or performance of the Secured Debts is impaired
for any reason.
15. REMEDIES. On or after default, Lender may use any and all remedies Lender has under state or federal law
or in any document relating to the Secured Dehts, including, without limitation, the power to sell the Property or
foreclase on installments without acceleretion. Any amounts advanced on Grentor's 6ehalf will be immediately
due and may be added to the balance owing under the Secured Debts. Lender may make a claim for any and all
insurance benefits or refunds that may be available on Grontor's default.
Su6ject to any right to cure, required time schedules or any other notice rights Grantor may have under federal
and s[ate law, Lender may make all or any part of the amount owing by the terms of the Secured Debts
immediately due and foreclosa this Security Instrument in a manner provided by law upon the occurrence of
Grantor's default or anytime theraatter.
If there is a default, Trustee will, in addition to any other permitted remedy, at the request of the Lender,
advertise and sell the Property as a whole or in separate parcels at puhlic auction to the highest bidder for cash.
Trustee will give notice of sale including the time, terms and place of sale and a description of the Property to
be sold as required by the applicahle law in effect at the time of the proposed sale.
Upon the sale of the Properry, ro the eztent not prohi6ited by law, and at such time purohaser is legally entitled
to it, Trustee shall make and deliver a deed to the Property sold which conveys titla to the purchaser, and after
first paying all fees, charges and costs, shall pay to Lender all monies advanced for repairs, taxes, insurance
liens, assessments and prior encum6rancas and interest thereon, and the principal and interest on the Secured
Debt, paying the surplus, if any, to persons legally entitfed to it. Lender may purchase the Property. The
recitals in any deed of conveyance shall be prima facie evidence of the facts set forth therein.
All remedies are distinct, cumulative and not exclusive, and the Lender is entitled to all remedies provided at law
or equity, whether or noi eupressly set forth. The acceptance by Lender of any sum in payment or partial
payment on the Secured Debts after the balance is due or is accelerated or after foreclosure proceedings are
filed will not constitute a waiver of Lender's right to require full and complete cure of any existing default. By
not exercising any remedy, Lender does not waive Lender's right to later consider the event a default if it
continues or happens again.
16. COLLECTION EXPENSES AND ATTONNEYS' PEES. On or after Default, ro the eztent permitted by law,
Grantor agrees to pay all expenses of collection, enforcement or protection of Lender's rights and remedies
under this Sewrity Instrument or any other document relating m the Sewred Dehts. Grantor agrees io pay
expenses for Lender to inspect and preserve the Property and for any recordation costs of releasing the Property
from ihis Security Instrument. Expenses include, but are not limited to, reasonable attorneys' fees after default
and referral to an attorney who is not a salaried employee of the Lender, court costs, and other collection costs.
These expenses are due and payable immediately. If not paid immediaiely, these expenses will hear interest
from the date of payment until paid in full at the highest interest rate in effect as provided for in the terms of
the Secured Debts. In addition, to the extent permitted by ihe United States Bankruptcy Code, Grantor agrees
to pay the reasonable attorneys' fees incurred by lender to protect Lender's rights and interests in connection
with any bankrupicy proceedingsinitiated by or against Grantor.
17. ENVIHONMENTAL LAWS AND HAZARDOUS SUBSTANCES. As used in this section, (7) Environmentai
Law means, without limitation, the Comprehensive Environmental Respanse, Compensation and Liability Act
ICERCLA, 42 U.S.C. 9601 et seq.l, all other federal, state and local laws, regulations, ordinances, court orders,
attorney general opinions or interprative letters concerning tha public health, safety, welfare, environmen[ or a
hazardous substance; and (2) Hazardous Substance means any toxic, radioactive or hazardous material, waste,
pollutant or cantaminant which has characteristics which render the substance dangerous or potentially
dangerous to the public health, safety, welfare or environment. The term includes, without limitation, any
substances defined as "hazardous material," "toxic substance," "hazardous wasie," "hazardous substance," or
"regulated substance" under any Environmental Law.
Grantor represents, warrants and agreas that:
A. Except as previously disclosed and acknowledged in writing to Lender, no Hazardous Substance has been,
is, or will be located, transported, manufactured, treated, refined, or handled by any person on, under or
a6out the Property, except in the ordinary course of business and in strict compliance with all applicable
Environmental Law.
B. Except as previously disclosed and acknowledged in writing to Lender, Grantor has not and will not cause,
contribute to, or permit the release of any Hazardous Substance on the Property.
C. Grantor will immediately notity Lender if (1) a release or threatened release of Hazardous Substance
occurs an, under or about the Property or migrates or threatens to migrate from nearby property; or (2) there
is a violation of any Environmental Law concerning ihe Properiy. In such an event, Grantor wili take all
necessary remedial action in accordance with Environmental Law.
D. Except as previously disclosed and acknowledged in writing to Lender, Grantor has no knowledge of or
reason to believe there is any pending or threa[ened investigation, claim, or proceeding of any kind relating to
- (1) any Hazardous Substance located on, under or about the Property; or (2) any violation by Grantor or any
tenant of any Environmental Law. Grantor will immediately notify Lender in writing as soon as Grantor has
wneav Fiaae um.n n<newai aumonry
coiooeo o..a of rN.t
C0I4XCItBoum0001200000 5 8684 5 3 06100 8V '01996 Benkers Syshms, Inc., St. Clwtl. MN Eaaf~ Pepe 4
reason [o believe there is any such pending or threatened investigation, claim, or proceeding. In such an
event, Lender has the right, but not the obligation, to participate in any such proceeding including the right to
receive copies of any documents relating to such proceedings.
E. Except as previously disclosad and acknowledged in writing to Lender, Grantor and every tenant have
been, are and will remain in full compliance with any applicable Environmental Law.
F. Except as previously disclosed and acknowledged in writing to Lender, there are no underground storage
tanks, private dumps or open wells located on or under the Property and no such tank, dump or well will be
added unless Lender first consents in writing.
G. Grantor will regularly inspect the Properry, monitor the activities and operetions on the Praperty, and
confirm that all permits, licenses or approvals required by any applicable Environmental Law are obtained and
complied with.
H. Grantor will permit, or cause any tenant to permit, Lender or Lender's agent to enter and inspect the
Property and review all records at any reasonable time to determine (1) the existence, loca[ion and nature of
any Hazardous Substance on, under or about the Property; (2) the existence, location, nature, and magni[ude
of any Hazardous Substance that has heen released on, under or a6out the Property; or (3) whether or not
Grantor and any tenant are in compliance with applicable Environmental Law.
1. Upon Lender's request and at any time, Grantor agrees, at Grentor's ezpense, to engage a qualified
environmentai engineer to prepare an environmental audit of [he Property and to submit the results of such
audit to Lender. The choice of the environmental engineer who will perform such audit is subject [o Lender's
approval.
J. Lender has the right, but not the obligation, to perform any of Grantor's o6ligations under this section at
Gran[or's expense.
K. As a consequence of any breach of any represen[ation, warrenty or promise made in this section, (1)
Grantor will indemnify and hold Lender and Lender's successors or assigns harmless from and against all
losses, claims, demands, liahilities, damagas, cleanup, response and remediation costs, penalties and
expenses, including without limitation all costs of litigation and attorneys' fees, which Lender and lender's
successors or assigns may sustain; and (2) at Lender's discretion, Lender may release this Security
Instrument and in retum Grantor will provide Lender with collataral of at least equal value to the Property
without prejudice to any of Lender's rights under this Security Instrument.
L. Notwithstanding any of the language contained in this Security Instrument to the contrary, the terms of
this section will survive any foreclosure or satisfaction of this Security Instrument regardless of any passage
of title to Lender or any disposition by Lender of any or all of the Property. Any claims and defenses to the
contrary are hereby waived.
18. CONDEMNATION. Grantor will give Lender prompt notice of any pending or threatened action by private or
public entities to purchase or take any or all of the Property through condemnation, eminent domain, or any
other means. Grentor authorizes Lender to intervene in Grantor's name in any of the a6ove described actions or
claims. Grantor assigns to Lender the proceeds of any award or claim for damages connected with a
condemnation or other iaking of all or any part of the Property. Such proceeds will be considered payments and
will be applied as provided in this Security Instrument. This assignment of proceeds is subject to the terms of
any prior mortgage, deed of trust, securiiy agreement or other lien document.
19. INSURANCE. Grantor agrees to kaep the Property insured against the risks reasonably associated with the
Property. Grantor will maintain this insurence in the amounts Lender requires. This insurance will last until [he
Property is released from this Security Instrument. What Lender requires pursuant to the preceding two
sentences can change during the term of the Secured Debts. Grentor may choose the insurance company,
subject to Lender's approval, which will not be unreasonably withheld.
All insurance policies and renewals will include a standard "mortgage clause" and, where applicahle, "toss payee
clause." If required by Lender, Grantor agrees to maintain comprehensive general liability insurance and rental
loss or husiness interruption insurance in amounts and under policies acceptable to Lender. The comprehensive
general liability insurance must name Lender as an additional insured. The rental loss or business interruption
insurance must be in an amount equal to at least coverage of one year's debt service, and required escrow
account deposits lif agreed to separately in writingl.
Grentor will give Lender and the insurance company immediate notice of any loss. All insurance proceeds will
be applied to restoration or repair of the Property or to the Secured Debts, at Lender's option. If Lender
acquires the Property in damaged condition, Grantor's rights to any insurance policies and proceeds will pass to
Lender m the extent of the Secured Debts.
Grantor will immediately notify Lender of cancellation or termination af insurance. If Grantor fails to keep the
Property insured, Lender may ohtain insurance to protect Lender's interest in the Property and Grantor will pay
for the insurance on Lender's demand. Lender may demand that Grantor pay for the insurance all at once, or
Lender may add the insurance premiums to the balance of the Secured Debts and charge interest on it at the
rate that applias to the Secured Debts. This insurance may include coverages not originally required of Grentor,
may 6e written by a company other than one Grantor would choose, and may be written at a higher rote than
Grantor could obtain if Grantor purchased the insurance. Grantor acknowledges and agrees that Lender or one
of Lender's affiliaies may receive commissions on the purchase of this insurance.
20. ESCROW FOH TAXES AND INSURANCE. Grantor will not be required to pay to Lender funds for taxes and
insurance in escrow.
21. CO-SIGNERS. If Grantor signs this Security Instrument but is not otherwise obligated to pay the Secured
De6is, Grantor does so oniy to convey Grantor's interest in the Property to secure payment af the Secured
Debts and Grantor does not agree by signing this Security Instrument to be personally liable on the Secured
wneat Fie9a ureen Renewal Autironry
Colorvdo Oeed OI TNN PaBa 5
C014XCK6oum000 2 200000 5 8600 5 304100BY °1998 Banke~s SV%~ems, Inc., 5I. CIauJ, MN Ea~eR3
Debts. If this Security Instrument secures a guaranty between Lender and Grantor. Grantor agrees to waive any
rights that may prevent Lenderfrom bringing any ac[ion or claim against Grantor or any party indebtad under
the obligation. These rights may include, but are not limited m, any anti-deficiency or one-action laws.
22. WAIVERS. Except to the extent prohibited by law, Grantor waives all appraisement and homestead
exemption rights relating ta the Property.
23. OTHEH TERMS. The following are applicable to this Security Instrument:
A. Additional Terms. Grantor hereby covenants that it will not take any action or omi[ to take any action
with respect to the Secured Debts, any proceeds therefrom, or any other funds that Grantor has or any
facilities financed or refinanced with the proceeds of the Secured Debts if such action of omission (i) would
cause the interest on the Secured Debts to losa its exclusion from gross income for fedaral income tax
purposes under Section 103 of the Code, or (ii) would cause interest on the Secured Dehts to lose its
exclusion from alternative minimum taxable income as defined in Section 55161(2) of [he Code except [o the
extent such interest is required m be included in the adjusted wrrent earnings adjustment applicable to
corporations under Section 56 of the Code in calculating corporate alternative minimum taxable income, (iii)
would cause interest on the Secured Debts to lose its exclusion irom Colorado tazable income and Colorado
alternative minimum taxable income under present state law, or (iv) would cause the Secured De6ts to not
be bank qualified under Section 2651b113) of the Code. The foregoing covenant shall remain in fuli force and
eifect notwithstanding the payment in full or defeasance of the Note until the date on which all of Grantor's
obligations in fultilling the above covenan[ under [he Code have been met.
24. APPLICABLE LAW. This Security Instrumant is governed by the laws of Colorado, the United States of
America, and ro the extent required, by the laws of the jurisdiction where the Pmperty is located, except to the
extent such state laws are preempted by tederal law.
25. JOINT AND INDIVIDUAL LIABILITY AND SUCCESSORS. Each Grantor's obligations under this Security
instrument are independent of the ohligations of any other Grantor. Lender may sue each Grantor individually or
together with any other Grantor. lender may release any part of the Property and Grantor will still be obligated
under this Security Instrument for the remaining Property. If this Security Instrument secures a guarenty
between Lender and Grontor, Grantor agrees to waive any rights that may prevent Lender from 6ringing any
action or claim against Grantor or any party indebted under the obligation. These rights may include, but are
not limited to, any anti-deficiency or one-action laws. Grantor agrees that Lender and any party to this Securi[y
Instrument may extend, modify or make any change in the terms of this Security Instrument or any evidence of
debt without Grantor's consent. Such a change will not release Grantor trom the terms of this Security
Instrument. The duties and benefits of this Security Instrument will bind and benetit the successors and assigns
of Lender and Grantor.
26. AMENDMENT, INTEGRATION AND SEVERABILITV. This Sacurity Insirument may not be amended or
madified by oral agreement. No amendment or modification of this Security Instrument is effective unless made
in wri[ing and executed by Grantor and Lender. This Security Instrument and any other documents relating to
the Secured Debts are the complete and final expression of the agreement. If any provision of this Security
Instrument is unenforceable, then the unenforceable provision will be severed and the remaining provisions will
still be enforceable.
27. INTERPRETATION. Whenever used, the singular includes the plural and the plural includes the singular.
The section headings are for convenience only and are not to be used to interpret or define the tarms of this
Security Instrument.
28. NOTICE, FINANCIAL REPORTS, ADDITIONAL DOCUMENTS AND HECORDING 7AXES. Unless otherwise
required by law, any notice will be given by delivering it or mailing it by first class mail to the appropriate
party's address listed in the DATE AND PARTIES section, or to any other address designated in writing. Notice
to one Grantor will be deemed to he notice to all Grantors. Grantor will inform Lender in writing af any change
in Grantor's name, address or other application information. Grantor will provide Lender any financial
statements or information Lender requests. All tinancial statements and information Grantor gives Lender will
be correct and complete. Grantor agrees to pay ali expenses, charges and tazes in connection with the
preparation and recording of this Security Instrumant. Grantor agrees to sign, deliver, and file any additional
documents or certifications that Lender may consider necessary to perfect, continue, and preserve Grentor's
obligations under this Security Instrument and ta confirm Lender's Iien status on any Property, and Grantor
agrees ta pay all ezpenses, charges and taxes in connection with the preparation and recording thereof. Time is
of the essence.
29. AGflEEMENT TO AHBITRATE. Lender or Grantor may submit to binding arbitretion any dispute, ciaim or
other matter in question between or among Lender and Grantor that arises out of or relates to this Transaction
(Dispute), except as otherwise indicated in this section or as Lender and Grantor agree to in writing. For
purposes of this section, this Trensaction includes this Security Instrument and any other document relating to
the Secured Debts, and proposed loans or extensions of credit that relate to this Security Instrument. Lender or
Grantor will not arbitrate any Dispute within any "core proceedings" under [he United States bankruptcy laws.
Lender and Grantor must consent to arbitrate any Dispute cancerning the Secured De6t secured by real estate
at the time of the proposed arbitration. Lender may foreclose or exercise any powers of sale against real
praperty securing the Secured Debt underlying any Dispute before, during or after any arbitration. Lender may
also enforce the Secured De6t secured by this real property and underlying the Dispute before, during or after
any arbitration.
Lender or Grantor may, whether or not any arbitration has begun, pursue any self-help or similar remedies,
induding taking property or exercising other rights under the law; seek attachment, gamishment, receivership ar
other provisional remedies from a court having jurisdiction to preserve the rights of or to prevent irreparable
oi r~.,
nM20000005968053041008Y -19968anke~s5ysteme.Inc.,S1. CbuqMNbf5L4S Pape6
injury to Lender ar Grantor; or foreclose against any praperty by any method or take legal action to recover any
property. Foreclosing or exercising a power of sale, beginning and continuing a judicial action or pursuing self-
help remedies will not constitute a waiver of the right to campel arbitretion.
The arbiirator will determine whether a Dispute is arbitrable. A single arbitrator will resolve any Dispute,
whether individual or joint in na[ure, or whether based on controct, tort, or any other matter at law or in equity.
The arbitrator may consolidate any Dispute with any related disputes, claims or other matters in question not
arising out of this Transaction. Any court having jurisdiction may enter a judgment or decree on the er6itretor's
award. The judgment or decree will be enforced as any other judgment or decree.
Lender and Grantor acknowledge that the agreements, transactions or the relationships which result from the
agreements or transactions between and among Lender and Grantor involve interstate commerce. The United
States Arbitration Act will govern the interpretation and enforcement of this section.
The American Arbitration Association's Commercial Arbitration Fules, in effect on the date of this Sacurity
Instrumen[, wiil govern the selection of the arbitrator end the erbitration process, unless otherwise agreed to in
this Security Instrument or another writing.
30. WAIVER OF TRfAL FOR ARBITRATION. Lender and Granlor understand that the parties have the right or
opportunity to litigate any Dispute through a irial by judge or jury, hut that the parties prefer to resolve Disputes
through arbitration instead of litigation. If any Dispute is arbiiroted, Lender and Grantor voluntarily and
knowingly waive [he righl fo have a trial by jury or judge during the arbiiration.
SIGNATURES. By signing, Grantor agrees to the terms and covenants contained in this Security Instrument.
Grantor also acknowledges receipt of a copy of this Security Instrument.
GRANTOR:
Wheat Ridge Urban Renewal Authority
By
Terrell R. Williams, Chairman
ACKNOWLEDGMENT.
IBusiness or Entityl
OF OF ss.
This instrumant was acknowledged before ma this day of .
by Terrell R. Williams - Chairman of Wheat Ridge Urban Renewal Authority a(n) Government Agency on hehalf
of the Government Agency.
My commission expires:
(Notary Public)
WM1eM RIEpe Urban ftenewal AutM1anry
Coloudo Oeed 01 Trvtl qye y
L0I4XCKBOUm00022000005898053041008Y °1996 Banken Systema. Inc., SL CIOUE, MN F~
SALES TAX PLEDGE AGREEMENT
("Ae,reement")
Date: April 17, 2008
Lender's Name: FIRSTBANK OF WHEAT RIDGE.
(the "Lender")
Lender's Mailing Address: 4350 Wadsworth Blvd
Wheat Ridge, CO 80033
Borrower's Name: Wheat Ridge Urban Renewal Authority
(the "Authori
Bonower's Mailing Address: 7500 West 291h Avenue
Wheat Ridge, CO 80033
Lender may give all notices to the Authority at the above address
until advised in writing by the Authority to the contrary.
The Authority agrees with the Lender as follows:
1. Promissorv Note. The obligation which is secured by this Agreement is that certain
Promissory Note dated April 17, 2008, from the Authority to the order of Lender in the original
principal amount of Three Million Two Hundred Eighty-Five Thousand and no/100 Dollars
($3,285,000.00) (the "Note"). The Note evidences the obligation to repay a loan made by the
Lender to the Authority.
2. Pledeed Revenues. The Note shall be payable from the "Town Center Project sales
tax increment," as such term is defined in the Intergovernmental Agreement dated June 26, 2006,
as amended by an Amendment to Intergovernmental Agreement dated October 22, 2007
(collectively, the "IGA)), that Authority is entitled to receive pursuant to the IGA (the "Pledged
Revenue"). The Authority hereby pledges and grants an irrevocable first lien in the Pledged
Revenues to secure the payment of the principal of and interest on the Note.
The creation, perfection, enforcement, and priority of the pledge of revenues to
secure or pay the Note as provided herein shall be govemed by § 11 -57-208 of the Supplemental
Public Securities Act, being Part 2 of Article 57 of Title 11, Colorado Revised Statutes. The
revenues pledged for the payment of the Note, as received by or otherwise credited to the
Authority, shall immediately be subject to the lien of such pledge without any physical delivery,
filing, or further act. The lien of such pledge on the revenues pledged for payment of the Note
and the obligation to perform the contractual provisions made herein shall have priority over any
or all other obligations and liabilities of the Authoriry. The lien of such pledge shall be valid,
binding, and enforceable as against all persons or entities having claims of any kind in tort,
{00599032 / 11
contract, or otherwise against the Authority irrespective of whether such persons or entities have
notice of such liens
3. Renresentations, Warranties and Agreements. Authority represents, warrants and
agrees that at all times tlus Agreement is in effect
3.1 The Authority shall not issue any obligations that have a lien on the Pledged
Revenues that is superior to the lien thereon of the Note. The Authority shall not issue any
obligations that have a lien on the Pledged Revenues that is on a parity with the lien thereon of the
Note without the express written consent of the Lender. The Authority shall be permitted to issue
obligations that have a lien on the Pledged Revenues that is subordinate to the lien thereon of the
Note without the prior written consent of the Lender.
3.2 The Authority sha11, to the extent permitted by law, defend the validity and
legality of the IGA, and the Pledged Revenues against all claims, suits and proceedings which
would materially diminish or impair the Pledged Revenues. The Authority shall not amend the
IGA in such a manner that would materially diminish the Pledged Revenues without the prior
written consent of the L,ender.
3.3 There is not pending or threatened in writing any suit, action or
proceeding against or affecting the Authority before or by any court, azbitrator, administrative
agency or other governmental authority which affects the validiTy or legality of the IGA or the
imposition and collection of the Pledged Revenues and the Authority has the right to pledge the
Pledged Revenues and enter into this Agreement without the consent of any other party.
3.4 Authority shall promptly furnish to the Lender any financial informa6on
regazding Authority or information regazding the Pledged Revenues as the Lender shall reasonably
request, which information shall be in such form and detail as the Lender may specify.
3.5 The amount of any payment made or the cost of any action taken by the
Lender pursuant to the terms of this Agreement shall be promptly paid by Authority to the Lender,
shall be added to the Note secured hereby, and shall beaz interest at the highest rate specified in the
Note secured hereby from the date incurred by the Lender until paid. No such act done or amount
paid by the Lender sha11 be deemed to constitute a waiver of any default of Authority.
4. Default and Rights of the Lender.
4.1 Occurrence of any one of the following events shall constitute an "Event of
Default" under this Agreement after ten (10) days oppomunity to cure a monetary default
and after written notice to Authority and thirty (30) days to cure a non-monetary default:
a. Breach, failure of payment or performance, or default by
Authority of or under any of the terms, conditions, or covenants of this Agreement,
the Note, the Deed of Trust dated April 17, 2008 from the Authority to the Public
Trustee of Jefferson County for the benefit of the Lender (the "Deed of TrusY") or
100549032 / 1}
2
the Assignment of DeposiUShaze Account dated April 17, 2008 from the Authority
- to the Lender (the "Deposit Agreement").
b. Authority makes an assignment for the benefit of creditors,
or a receiver, liquidator, or riustee is appointed for Authority or any of its property.
c. Any proceeding under any insolvency or baiikruptcy law is
instituted by or against Authority or any action is taken to realize upon or any
proceeding is instituted to foreclose any security interest, lien or right of any kind
against the Pledged Revenues.
4.2 Upon the happening and continuance of an Event of Default, the Lender
may protect and enforce its rights hereunder by proper legal or equitable remedy deemed most
effectual including mandamus, specific performance of any covenants, the appointment of a
receiver (the consent of such appointment being hereby granted), injunctive relief, or requiring
the Boazd of Commissioners of the Authority to act as if it were the trustee of an express trust, or
any combination of such remedies. The Lender may exercise any of the rights and remedies of a
creditor under the Uniform Commercial Code as in force in the State of Colorado on the date hereof
("UCC"), any other law, or any Court Rule and/or take any one or more of the actions specified
below (which rights and remedies aze cumulative):
a. Exercise any right or action set forth herein or in the Note,
the Deed of Trust and the Deposit Agreement.
b. Institute legal proceedings to foreclose the lien and securiTy
interest described herein; recover judgment on the Note.
4.3 Proceeds received by the Lender from exercising its remedies hereunder may
be applied by the L,ender first to the reasonable expense of exercising such remedies, including
reasonable attorneys' fees and legal expenses incurred, and then to the satisfaction of the Note.
After such application and any fiuther application required by law, Authority shall remain liable to
the Lender for any deficiency.
5. Freedom to Deal with Pledged Revenues and Note. Authority agrees that the
Lender may, without notice or liability to Authority: release any security for the Note which has
been provided by Authority before or after maturity of the Note; enforce its rights as to any of the
Pledged Revenues covered by this Agreement without being obliged to first do so as to any other
security; a11ow Authority to create additional obligations secured hereby; ancUor extend, renew,
modify, or make any accommodations with regazd to the Note.
6. Attomeys' Fees and Costs. All expenses incurred by the Lender in protecting,
maintaining, and enforcing the Note and all expenses, including reasonable attomeys' fees and legal
expenses, incurred by the Lender in seeking to collect or enforce any rights to or under the Pledged
Revenues and, in case of default, incurred by the Lender in seeking to enforce its rights hereunder
(including participating or taking action in any bankn.iptcy or other insolvency proceeding of
{00549032 / 1)
3
Authority) shall be immediately reimbursed to the Lender by Authority and shall be part of the Note
secured by this Agreement.
7. Miscellaneous. The pazagraph headings used in this Agreement aze for convenience
only and sha11 not be used in the interpretation hereof. Nothing in this Agreement shall waive or
restrict any right of the L,ender granted in any other document or by law. No delay on the part of the
Lender in the exercise of any right or remedy sha11 operate as a waiver. No single or partial exercise
by the Lender of any right or remedy shall preclude any other future exercise of that right or remedy
or the exercise of any other right or remedy. No waiver or indulgence by the Lender of any default
shall be effective unless in writing and signed by the Lender, nor shall a waiver on one occasion be
construed as a baz to or waiver of that right on any future occasion. Acceptance of partial or late
payments owing on the Note at any time sha11 not be deemed a waiver of any default. All rights,
remedies and security granted to the Lender herein aze cumulative and in addition to other rights,
remedies or security which may be granted elsewhere or by law. Whenever possible, each
provision of this Agreement shall be interpreted in such manner as to be effective and valid under
applicable law. If any provision hereof shall be declared invalid or illegal it shall be ineffective to
the extent of such prohibition or invalidity, without invalidating the remainder of the provision or
the remaining provisions of this Agreement. Notice from the Lender to Authority shall be deemed
given if faxed to Authority or sent by Federal Express or sent by hand and addressed to Authority's
address set forth at the beginning of this Agreement or such other address as Authority may
designate for itself by like notice to Lender. Any reference to the Lender shall include any holder of
the Note and any holder shall succeed to the Lender's rights under this Agreement. This Agreement
shall bind the respective heirs, personal representatives, successors and assigns of Authority.
This Agreement shall remain in full force and effect, and the Lender's security
interest in the Pledged Revenues and all rights of the Lender and duties of Authority described
herein shall continue in full force and effect until the Note secured hereby is paid in fu1L This
Agreement has been executed in Colorado, and is govemed by Colorado law.
If any payment applied by the Lender to the Note is subsequently set aside,
recovered, rescinded or otherwise required to be returned or disgorged by the Lender for any reason
(pursuant to bankruptcy proceedings, fraudulent conveyance statutes, or otherwise), the Note to
which the payment was applied shall for the purposes of this Agreement be deemed to have
continued in existence, notwithstanding the application, and shall be secured by the Pledged
Revenues as fully as if the L,ender had not received and applied the payment.
8. WANER OF NRY TRIAL. THE iJNDERSIGNED AND THE LENDER EACH
HEREBY KNOWINGLY AND VOLUNTARILY, WITHOUT COERCION AND AFTER
CONSULTING (OR HAVING IIAD THE OPPORTUNITY TO CONSULT) WITH COUNSEL
OF THEIR CHOICE, WAIVE ALL RIGHTS TO A TRIAL BY JiJRY OF ALL DISPUTES
BETWEEN THEM ARISING OUT OF THIS AGREEMENT OR ANY OF THE NOTE.
NEITHER THE UNDERSIGNED NOR THE LENDER SHAI,L SEEK TO CONSOLIDATE, BY
COUNTERCLAIM OR OTHERWISE, ANY ACTION IN WHICH A NRY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT BE OR HAS
NOT BEEN WAIVED. THIS WANER OF JURY TRIAL MAY NOT BE MODIFIED IN ANY
{00549032/1} -
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RESPECT OR RELINQUISHED BY ANY PARTY EXCEPT IN A WRITTEN INSTRUMENT
- EXECUTED BY ALL PARTIES.
IN WIT'NESS WHEREOF, the Authority and Lender have signed this Agreement as of the
date and year first set forth above.
AUTHORITY:
[SEAL]
WHEAT RIDGE URBAN RENEWAL AUTHORITY,
By:
Title:
ATTEST:
Executive Director
{00549032 / 1)
Chair, Boazd of Commissioners
LENDER:
FIRSTBANK OF WHEAT RIDGE.,
a Colorado banking corporation
By:
Name:
Title:
8239882
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