Loading...
HomeMy WebLinkAbout8097RESOLUTION NO. 8097 • RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, • MUNICIPAL, CORPORATION, AND THE SOUTHERN PACIFIC TRANSPORTATION COMPANY, AND AUTHORIZING THE TRANSFER OF FUNDS FOR THE ACQUISITION OF THE D &RGW FREIGHT DEPOT PROPERTY AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME BE IT RESOLVED BY THE PRESIDENT OF THE CITY COUNCIL OF PUEBLO, COLORADO, that: SECTION 1 The Agreement dated April 14, 1997, between the City of Pueblo, a Municipal Corporation, and the Southern Pacific Transportation Company, of which a copy is attached hereto and on file at the office of the City Clerk, having been approved as to form by the City Attorney, is hereby approved. SECTION 2 The President of the City Council is hereby authorized to execute and deliver said Contract on behalf of the City of Pueblo, a Municipal corporation, and the City Clerk shall affix the Seal of the City thereto and attest same. SECTION 3 The funds for acquisition shall be transferred from Fund Balance No. 001 -790 into the General Fund, transferred to CIF Account No. 001 - 900 -9002, into the CIF Account No. 002 - 0009 - 900 -9001. SECTION 4 This resolution shall become effective upon final passage. INTRODUCED: APRIL 14, 1997 BY: C harl s .Tones COUNCIL PERSON ATTESTED BY: CITY CLERK APPROVED: PRESIDENTJOF TEA CITY COUNCIL STANDARD CONTRACT FOR SALE OF REAL ESTATE THIS STANDARD CONTRACT FOR SALE OF REAL ESTATE ( "Contract ") is made and entered as of the Effective Date by and between SOUTHERN PACIFIC TRANSPORTATION COMPANY ( "Seller ") and THE CITY OF PUEBLO ( "Purchaser "), upon the following terms and conditions: 1. Sale and Purchase Subject to the approval of this Contract by Seller's management, Seller agrees to sell and convey, and Purchaser agrees to purchase and take, the Property upon the terms and conditions contained in this Contract. 2. Property As used in this Contract, the term "Property" means that certain real property described and /or depicted on attached Exhibit "A ". Upon completion of the Survey, the field notes and plat of the Survey shall be used by Seller in preparing a legal description of the Property which shall become the description of the Property for all purposes under this Contract. The Property does not include, and Seller shall reserve to Seller and Seller's successors and assigns in the deed conveying the Property to Purchaser, all oil, gas, sulfur, iron ore, coal, lignite, uranium, limestone, building stone, caliche, gravel, sand and other minerals (whether or not of like kind or character) in and under the Property, waiving, however, the right to use or damage the surface of the Property in connection therewith (the "Mineral Reservation "). The Property does include all of Seller's right, title and interest in and to all improvements located thereon, including 712 lineal feet of I.C.C. Track No. 227, and 712 lineal feet of I.C.C. Track No. 224, and all of Seller's right, title and interest in or to all leases or rental agreements affecting the Property (excluding leases covering or relating to oil, gas and other minerals reserved by Seller pursuant to the Mineral Reservation). The Property does not include any improvements owned by tenants, by licensees or by any party other than Seller. 3. Purchase Price The purchase price for the Property (the "Purchase Price ") is ONE HUNDRED FIFTY THOUSAND AND NO 1100 DOLLARS ($150,000.00). The cost of Just Compensation was established by the Seller as $264,000.00. The Purchase Price is a reduced sale price established by the Seller, in reference to CRS 24- 56 -117 (J). The entire Purchase Price shall be paid to Seller in cash at the Closing. 4. Earnest Money Concurrently with Purchaser's execution of this Contract, Purchaser agrees to deposit a copy of this fully executed Contract and FIVE THOUSAND AND NO 1100 DOLLARS ($5,000.00) (the "Earnest Money ") with Security Title Guarantee Company, Attention: Ms. Roylynne Cordova, 212 W. 13 Street, Pueblo, Colorado 81003 (the "Title Company "). The Title Company promptly shall furnish Seller with evidence of the deposit of the Earnest Money. The Title Company shall deposit or invest the Earnest Money in a savings account, money market fund, certificate of deposit or other prudent investment which allows the Title Company to obtain the Earnest Money immediately upon request therefor. All interest or income on any deposit or investment of the Earnest Money shall become part of the Earnest Money. If this Contract is actually closed, the Earnest Money shall be applied to the payment of the Purchase Price. The Earnest Money shall be refunded to Purchaser only if this Contract is terminated in accordance with the terms and conditions contained herein. C:\ DATA \GNN \SALESCON \PUEBLO \Contract 5. Management Approval Notwithstanding the execution of this Contract by Seller, all of Seller's duties and obligations under this Contract are subject to the approval of this Contract by Seller's management. In consideration of Seller's agreement to furnish the Commitment and the Survey to Purchaser and to allow Purchaser to inspect the Property pursuant to Paragraph 7, Purchaser agrees not to terminate this Contract (except in accordance with the terms of Paragraphs 6, 7 or 9) or withdraw Purchaser's offer to purchase the Property for a period of sixty (60) days after the Effective Date (the "Election Period "). Seller shall notify Purchaser in writing when Seller's management elects either to approve this Contract (the "Approval Notice ") or reject this Contract (the "Rejection Notice "). If the Approval Notice is not delivered to Purchaser on or before the expiration of the Election Period, Purchaser, as Purchaser's sole and exclusive remedy, thereafter may withdraw the Earnest Money from the Title Company at any time before the Approval Notice is delivered to Purchaser. If Purchaser withdraws the Earnest Money from the Title Company after the expiration of the Election Period and prior to delivery of the Approval Notice to Purchaser, such action shall terminate this Contract. Delivery of the Rejection Notice to Purchaser shall terminate this Contract, and the Title Company promptly shall refund the Earnest Money to Purchaser. 6. Title Approval and Survey A. Title Approval Seller shall furnish or cause to be furnished to Purchaser, within a reasonable period of time after the opening of escrow with the Title Company, the following: (i) a commitment for title insurance, pro forma title policy or other evidence of Seller's title to the Property (as applicable, the "Commitment "), together with copies of any recorded instruments set forth as exceptions in the Commitment. Purchaser shall have thirty (30) days after receipt of the Commitment (the "Examination Period ") within which to deliver written notice to Seller of any objection(s) by Purchaser to any of the exceptions contained in the Commitment ( "Objection Notice "); provided, however, that rights reserved under federal patents or state deeds, building or use restrictions general to the district, covenants, conditions, restrictions, existing easements not inconsistent with Purchaser's intended use of the Property and building or zoning regulations shall not be deemed to be exceptions or conditions to which Purchaser may object. If Purchaser fails to deliver any Objection Notice to Seller prior to the expiration of the Examination Period, Purchaser irrevocably and conclusively shall be deemed to have approved the Commitment and all exceptions or conditions contained therein. If Purchaser timely delivers an Objection Notice to Seller objecting to any exceptions or conditions to which Purchaser is entitled to object, Seller shall have the right (but not the obligation) during that period beginning on the date of Seller's actual receipt of such Objection Notice and ending on the earlier of Seller's delivery to Purchaser of written notice that Seller is unable or unwilling to cure or remedy all or some of Purchaser's objection(s) or thirty (30) days after Seller's actual receipt of the Objection Notice (the "Cure Period ") in which to cure or remedy such objection(s), but Seller shall not be required to incur any cost to do so. In the event Seller fails or refuses to cure or remedy such objection(s) before the end of the Cure Period, Purchaser may, as Purchaser's sole and exclusive remedies, either: (i) terminate this Contract, in which case the Earnest Money promptly C: \DATA \GHH \SALESCON \PUEBLO \Contract 2 shall be refunded to Purchaser, or (ii) waive such objection(s), in which event the exception(s) and /or condition(s) to which Purchaser objected shall be deemed to be included in the Permitted Exception(s), and Purchaser shall proceed to the Closing in accordance with the terms and conditions hereof. Such election by Purchaser shall be made in writing delivered to Seller within fourteen (14) days after the end of the Cure Period, and the failure of Purchaser to deliver such election in writing to Seller within said fourteen (14) day period shall be deemed an election to terminate Contract. As used in this Contract, "Permitted Exception(s)" means all exception(s) or condition(s) contained in the Commitment to which Purchaser either did not timely object or to which Purchaser timely objected but thereafter waived such objection(s) (either affirmatively or pursuant to Clause (ii) above). B. Survey Purchaser shall furnish or cause to be furnished to Seller, within a reasonable period of time after the opening of escrow with the Title Company, a current survey of the Property in form appropriate to support the conveyance of the Property and to conform to Seller's Survey Requirements, attached hereto as Exhibit "C" and made a part hereof. 7. As Is: Release. A. Purchaser and its representatives, prior to the date of closing of escrow, will have been afforded the opportunity to make such inspections of the Property and matters related thereto as Purchaser and its representatives desire. Purchaser acknowledges and agrees that the Property is to be sold and conveyed to and accepted by Purchaser in an "as is" condition with all faults. Seller makes no representations or warranties of any kind whatsoever, either express or implied, with respect to the Property; in particular, but without limitation, Seller makes no representations or warranties with respect to the use, condition, occupation or management of the Property, or compliance with applicable statutes, laws, codes, ordinances, regulations, requirements, covenants, conditions and restrictions (whether or not of record). Purchaser acknowledges that it is entering into this Contract on the basis of Purchaser's own investigation of the physical and environmental conditions of the Property, including the subsurface conditions, and Purchaser assumes the risk that adverse physical and environmental conditions may not have been revealed by its investigation. Purchaser acknowledges that notwithstanding any prior or contemporaneous oral or written representations, statements, documents or understandings, this Contract constitutes the entire understanding of the parties with respect to the subject matter hereof and the purchase and sale of the Property and supersedes any such prior or contemporaneous oral or written representations, statements, documents or understandings. B. Purchaser, for itself, its successors and assigns, hereby waives, releases, remises, acquits and forever discharges Seller, its affiliates, their employees, agents, officers, successors and assigns, of and from any and all claims, suits, actions, causes of action, demands, rights, damages, costs, expenses, penalties, fines or compensation whatsoever, direct or indirect, which Purchaser now has or which RrrtffiT may have in the future on account of or in any way arising out of or in connection with the known or unknown physical or environmental condition C: \DATA \GHH \SALESCON \PUEBLO \Contract 3 of the Property, or any federal, state or local law, ordinance, rule or regulation applicable thereto, including, without limitation, the Toxic Substances Control Act, the Comprehensive Environmental Response, Compensation and Liability Act, and the Resource Conservation and Recovery Act. C. Notwithstanding anything to the contrary contained in this Contract, all of the agreements, waivers and releases contained in this Paragraph 7 shall survive any termination of this Contract, the delivery of the deed conveying the Property to Purchaser and the Closing of the transactions contemplated herein. 8. Closing The closing of this Contract (the "Closing ") shall occur on a date mutually agreed to by Seller and Purchaser, or, if no date is mutually agreed to, on the later of (i) the first business day following the expiration of fifteen (15) calendar days from the date that Seller delivers the Approval Notice to Purchaser, or (ii) the first business day following the expiration of fifteen (15) calendar days from the end of the Inspection Period (the applicable date, the "Closing Date "). The Closing of this Contract shall be held at the office of the Title Company, or at such other location as Seller and Purchaser mutually may agree upon, on the Closing Date. At the Closing, Seller shall deliver to Purchaser: (i) a quitclaim deed containing the Mineral Reservation, subject to all encumbrances of record and the Permitted Exception(s), and (ii) an owner policy of title insurance in the amount of the Purchase Price covering the Property (the "Title Policy "). Seller shall pay the base premium charged by the Title Company for the Title Policy. Purchaser shall pay all additional premiums or fees charged by the Title Company for all deletions, endorsements, additions, amendments or other changes to the Title Policy desired by Purchaser. At the Closing, Purchaser shall deliver to Seller the Purchase Price and such other documents as are necessary and appropriate in the consummation of this transaction. Property taxes on the Property for the current year, rental on any existing leases, utility charges and any bonded assessments for street and utility improvements shall be prorated between Seller and Purchaser at the Closing effective as of the Closing Date, based on the best estimate of such items then available. In the event the amount of such items are not known as of the Closing Date, said items shall be adjusted after the Closing upon receipt of written evidence of the actual amount of such items, and the provisions of this sentence shall survive the delivery of the deed conveying the Property to Purchaser and the Closing of the transactions contemplated herein. Escrow fees and transfer taxes, if any, shall be paid one -half each by Seller and Purchaser, and each party hereto shall pay such party's share of the other costs of the Closing which are normally assessed by the Title Company against a seller or purchaser in a transaction of this character in the county where the Property is located; provided, however, each party hereto shall pay such party's own attorneys' fee. 9. Condemnation If prior to the Closing, Seller receives a portion of the Property w i l l be taken by an eminent domain authority (the "Condemnation "), Seller promptly shall deliver to Purchaser all information in Seller's possession pertaining to the Condemnation (the "Condemnation Notice "). If the portion of the Property to be taken through the Condemnation will not materially, adversely affect the value or use of the Property, Purchaser shall not have the right to terminate this Contract. If the portion of the Property to be taken through the Condemnation will materially, adversely affect the value C: \DATA \GHH \SALESCON \PUEBLO \Contract 4 or use of the Property, Purchaser shall have the right to terminate this Contract by delivering written notice of such election to Seller within ten (10) days after the delivery of the Condemnation Notice (the "Condemnation Termination Notice "), in which event the Title Company promptly shall refund the Earnest Money to Purchaser. If Purchaser does not timely deliver the Condemnation Termination Notice to Seller, Purchaser conclusively and irrevocably shall be deemed to have elected to purchase the Property (or the remainder thereof) subject to the effects of the Condemnation. If the Property (or the remainder thereof) is purchased subject to the effects of the Condemnation, there shall be no adjustment in the Purchase Price, but Purchaser shall be entitled to a credit against the Purchase Price in the amount of any Condemnation awards or damages actually received by Seller prior to the Closing and to an assignment of Seller's right, title and interest in any Condemnation awards or damages not received by Seller prior to the Closing. If the Condemnation Notice is not delivered to Purchaser at least ten days prior to the Closing Date established pursuant to Paragraph 8, the Closing Date shall be extended to that date which is the first business day following the expiration of ten (10) calendar days from the date of the delivery of the Condemnation Notice. 10. Historic Properties If the Property includes improvements owned by Seller which are listed or which may be qualified to be listed on the National Register of Historic Places, or any comparable state or local list, they may not be demolished or materially altered except in compliance with the Historic Sites Act (16 U.S.C., Section 461 et seq.), or any comparable state or local act. Purchaser agrees that Purchaser will comply with all of the provisions of this Historic Sites Act or any other federal, state or local act relating to the preservation of historic properties in connection with any development of the Property. 11. Commissions Except for the payment of any real estate brokers', agents' or finders' fees or commissions specifically set forth hereinbelow, Seller and Purchaser each warrant and represent to the other that no real estate brokers', agents' or finders' fees or commissions are due arising in connection with the execution of this Contract or the consummation of the transactions contemplated herein, and each party hereto hereby agrees to indemnify and hold the other party hereto harmless from claims made by any party for any such fees, commissions or like compensation claiming to have dealt with the party so indemnifying the other. 12. Assignment and Binding Effect Purchaser may not assign this Contract without the prior written consent of Seller. No assignment of this Contract by Purchaser consented to by Seller shall be effective until Seller receives a duplicate original of a written assignment executed by the assignee in which the assignee expressly agrees to be bound by the terms and conditions contained in this Contract and to assume, pay and perform all of the duties and obligations of Purchaser under this Contract. No assignment of this Contract by Purchaser shall release or relieve Purchaser from liability for the payment and performance of all of the duties and obligations of Purchaser under this Contract. Except as limited in this paragraph, the terms and conditions contained in t h i s Contract shall be b i n d i n g upon and inure to the benefit of Seller and Purchaser and their respective heirs, devisees, personal representatives, successors and assigns. 13. Remedies If Purchaser fails to pay or perform the terms and conditions of this Contract for any reason other than default by Seller or the termination of this Contract pursuant to the terms and conditions contained C:\ DATA \GHH \SALESCON \PUEBLO \Contract 5 herein, Seller may, as Seller's exclusive remedies (except as provided hereinbelow), either: (i) terminate this Contract and receive the Earnest Money from the Title Company as liquidated damages and not as a penalty (the parties hereto hereby acknowledge and agree that Seller's actual damages under such circumstances are impossible to ascertain and that the Earnest Money is a reasonable estimate thereof) . If Seller elects to receive the Earnest Money from the Title Company as liquidated damages, the Title Company is hereby instructed by both Seller and Purchaser to deliver the Earnest Money to Seller upon the Title Company's receipt of a certificate from Seller certifying that Seller is entitled to receive the Earnest Money pursuant to the terms and conditions of this Contract (the "Certificate "). SELLER AND PURCHASER BOTH HEREBY AGREE TO INDEMNIFY AND HOLD THE TITLE COMPANY HARMLESS FROM AND AGAINST ALL COSTS, EXPENSES, CLAIMS AND CAUSES OF ACTION ARISING OR RESULTING FROM THE TITLE COMPANY'S DELIVERY OF THE EARNEST MONEY TO SELLER AFTER THE TITLE COMPANY'S RECEIPT OF THE CERTIFICATE. Notwithstanding anything to the contrary contained herein, if Seller elects to terminate this Contract and receive the Earnest Money from the Title Company as liquidated damages, such election or receipt shall not release Purchaser from Purchaser's duties, obligations, agreements and liabilities under Paragraph 7 which shall remain in full force and effect until paid and performed by Purchaser and with respect to which Seller shall have all available rights and remedies. If Seller fails to perform the terms and conditions of this Contract for any reason other than default by Purchaser or the termination of this Contract pursuant to the terms and conditions contained herein, Purchaser may, as Purchaser's exclusive remedies, either: (i) terminate this Contract and receive a refund of the Earnest Money from the Title Company. 14. Time of Essence Time is important to both Seller and Purchaser in the payment and performance of this Contract, and they have agreed that strict compliance is required as to any date set forth herein. If the f i n a l date of any period which is set forth in any term or condition of this Contract falls upon a Saturday, Sunday or legal holiday under the laws of the United States or the state in which the Property is located, then, and in such event, the time of such period shall be extended to the next day which is not a Saturday, Sunday or legal holiday. 15. Notices Any notice required or desired to be given to either party hereto shall be deemed to be delivered: (i) on the date of delivery, if hand delivered or telecopied; (ii) one day after sending, if sent by overnight courier, or (iii) if sent by mail, three (3) days after the same is posted in a U.S. mail receptacle, postage fully prepaid. All hand delivered or mailed notices shall be hand delivered or mailed to the address of the applicable party set out below such party's signature hereinbelow. All telecopied notices shall be telecopied to the telecopy number of the applicable party set out below such party's signature hereinbelow. Either party hereto may change such party's address or telecopy number for notice, but until written notice of such change of address or telecopy number actually is received by the other party, the last address or telecopy number of such party designated for notice shall remain such party's address or telecopy number for notice. Notice to Seller shall not be effective until a copy of such notice is delivered to Seller's Escrow Manager at the address or telecopy number set out below Seller's signature herein below. 16. Required Affidavits Seller is not a "foreign person" as that term is used in the Internal Revenue Code, and Seller agrees to execute and deliver to Purchaser at the Closing a certificate or affidavit so stating in a form complying with the applicable requirements of the Internal Revenue Code. Seller C:\ DATA \GHH \SALESCON \PUEBLO \Contract 6 conducts Seller's operations in accordance with the requirements of the Interstate Land Sales Full Disclosure Act, and in order that the sale contemplated herein will be exempt from the registration requirements of such act, Purchaser agrees to execute and deliver to Seller at the Closing an affidavit in the form attached hereto as Exhibit "B ". 17. Special Conditions If there are any special conditions applicable to th i s Contract, they are set f orth i n the Addendum wh i ch i s attached hereto and incorporated herein by reference for all purposes. In the event of a conflict or inconsistency between the terms and conditions contained herein and the terms and conditions contained in the Addendum, the terms and conditions contained in the Addendum shall control. Any Addendum attached to this Contract and all exhibits attached to this Contract are incorporated into this Contract by reference for all purposes. 18. Complete Agreement This Contract contains the entire agreement between Seller and Purchaser with respect to the Property and supersedes all prior or contemporaneous oral or written agreements between Seller and Purchaser with respect to the Property. If any term or provision of this Contract is held to be illegal, invalid or unenforceable, the legality, validity and enforceability of the remaining terms and provisions of this Contract shall not be affected thereby. 19. Amendments No modification or amendment of this Contract shall be of any force or effect unless made in writing and executed by both Seller and Purchaser. In the event that any litigation arises in connection with the Contract, it is specifically stipulated that this Contract shall be interpreted and construed according to the laws of the State in which the Property is located. Further, the prevailing party in any litigation between the parties hereto in connection with this Contract shall be entitled to recover, as a part of such party's judgment, reasonable attorneys' fees. 20. Effective Date The effective date of this Contract (the "Effective Date ") shall be the date of Purchaser's execution of this Contract. If Purchaser has not delivered one fully executed original counterpart of this Contract to both Seller and the Title Company and deposited the Earnest Money with the Title Company on or before fourteen (14) days after the date of Seller's execution of this Contract, this Contract, at Seller's option, which may be exercised with or without notice, shall terminate. [THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK] C: \DATA \GHH \SALESCON \PUEBLO \Contract 7 EXECUTED by Seller and Purchaser as of the Effective Date. SEL By Name J. C. Terre Title AVP - Real Estate Date of Execution: I/ g' � PURCHASER: By Name Cat hj.A. Garc Title President of City Council Seller's Street Address for Notice: 1860 Lincoln Street, Suite 200 Denver, Colorado 80295 Telephone: (303) 812 -7616 Facsimile: (303) 812 -7620 Escrow Manager Attention: Jay Oakman One Market Plaza, Room 870 San Francisco, California 94105 Telephone: (415) 541 -2919 Facsimile: (415) 541 -2400 356342 02f SS # or Tax ID #: 84- 6000615 Date of Execution: 4 -14 -97 Purchaser's Street Address for Notice: City of Pueblo - City Manager #1 City Hall Place Pueblo, CO 81003 Purchaser's Telephone Number for Notice: 719- 584 -0800 Purchaser's Telecopy Number for Notice: 719- 584 -0850 C:\ DATA \GHH \SALESCON \PUEBLO \Contract Form B 1:11 i AFFIDAVIT STATE OF ) SS: COUNTY OF ) (Name of Affiant), being first duly sworn, hereby declares: 1. That (Name of Purchaser or Lessee), hereinafter referred to as "Purchaser ", is a duly organized and validly existing (corporation, partnership, trust, or other business entity). 2. That Purchaser is purchasing or leasing the real property described in Exhibit "A ", attached hereto and by this reference incorporated herein, substantially for its own use, or has a binding commitment to sell, lease, or sublease such real estate to an entity which is engaged in commercial or industrial business. 3. That Purchaser has been represented in the negotiation of the sale or lease of said property by a representative of its own choosing. EXECUTED on this day of 1996, at ( Affiant) SUBSCRIBED AND SWORN to before me this day of Notary Public , 1996. C:\ DATA \GHH \SALESCON \PUEBLO \Contract EXHIBIT "B" EXHIBIT C Survey Requirements (Page 2) Notes applicable to item 11 above: (i) Copy of fiber optics "as- builts" showing kno fiber op tics lines and /or facilities in the vicinity of the Property 1_1 are 1_1 are not (check appropriate box) attached. The name of fiber optics carrier responsible for such lines and /or facilities shown on such "as- builts" and their phone number is /are as follows: Carrier: M.C.I. Telecommunications Corporation Phone 4: (A.C. 800 344 - 8377 Carrier: U. S. Sprint Phone 1: (A.C. 800 521 - 0579 Carrier: Other (Specify) Phone 1: (if known) (A.C. ) (ii) Surveyor should telephone 1- 800 - 283 -4237 (a 24 -hour number) for general assistance in determining if fiber optics line(s) and /or facilities are located on or about the Property being surveyed. (iii) THE INFORMATION CONTAINED IN NOTES (i) AND (ii) ABOVE PROVIDED BY OWNER OR BUYER TO SURVEYOR IS BEING PROVIDED ONLY AS A COURTESY. BY SIGNING THE SURVEY AGREEMENT AND /OR ACCEPTING THE SURVEY ASSIGNMENT, SURVEYOR ACKNOWLEDGES AND AGREES THAT SUCH INFORMATION HAS BEEN PROVIDED BY OWNER OR BUYER TO SURVEYOR WITHOUT ANY WARRANTY OR REPRESENTATION, EXPRESS OR IMPLIED, ORAL OR WRITTEN, CONCERNING THE ACCURACY OR COMPLETENESS THEREOF AND THAT SURVEYOR WILL NOT RELY ON THIS INFORMATION BUT INSTEAD WILL RELY ON SURVEYOR'S FIELD INVESTIGATION OF THE PROPERTY TO DETERMINE WHETHER OR NOT THERE ARE ANY FIBER OPTICS LINES) OR FACILITIES LOCATED ON OR WITHIN TEN FEET (10') OF THE PROPERTY BEING SURVEYED. (iv) To assure that the fiber optics line(s) and /or facilities are properly located on the ground and properly shown on survey plat, Surveyor should contact fiber optic carrier's representative at above phone number(s) for assistance in locating such lines and /or facilities. SAMPLE FORMAT E X K 1 S 1T . ► a.. BEING a portion of that land described in deed from to , as recorded in Deed Book , Page _, dated in ( Office, Courthouse. District. County. State also being described as ( Section. Townshio. Rance, City, District, County. State and being more particularly described as: BEGINNING THENCE f THENCE THENCE THENCE containing gross acres and A to the point of beginning, and net acres. C ERTI FICA - T IOIU EXHIBIT C Survey Requirements The following items should be included in the Survey: 1. Reference in preamble, including recording data, to deed(s) whereby Owner acquired title to the property being surveyed (the "Property "); 2. Tie -ins and proper references to prior deeds whereby Owner sold land abutting the Property to others; 3. Distance(s) from centerline of nearest trackage to boundaries of the Property; 4. Tied -in location(s) of all improvements (including, but not limited to buildings, trackage, pipelines, polelines and utilities) located within the limits of the Property; 5. Ownership of improvements described in item 4, if known; 6. Tied -in location(s) of all encumbrances which affect the Property along with proper references to instruments creating such encumbrances; 7. Standard certification embodying language similar to the following: "The survey is based on an actual survey of the property on the ground, and there are no easements, improvements, encroachments and /or provisions, except as shown thereon "; 8. Separate gross area and net area as depicted on Exhibit "A" and /or explained in attached cover letter; (Should Surveyor have any questions regarding gross versus net area, Surveyor should contact at ( ) for clarification.) 9. A copy of the traverse, subdivision and plat maps used in preparing the legal description and other pertinent data used in constructing the Survey should accompany the Survey; 10. Metes and bounds legal description(s) of the Property on separate 8 112" x 11" page(s) bearing Surveyor's certification and seal. The format of such description should conform as closely as possible to attached blank SAMPLE form; and 11. Properly tied -in location of all fiber optics lines and /or facilities located on or within ten feet (10') of any boundary line of the Property. 12. Curve information, for all curves, must include the RADIUS, the CHORD BEARING and the CENTRAL ANGLE (delta). 13. Measured distance of all railroad trackage lying within the boundaries of the Property as measured along the centerline rounded to the nearest whole foot. D D O D ° OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 MEMORANDUM TO: Gina Dutcher, City Clerk FROM: Thomas J. Florczak, Assistant City Attorney DATE: February 3, 1998 RE: Retention of Deed and Title Policy D &RGW Freight Depot Enclosed herewith is (1) the Quitclaim Deed dated December 16, 1997 from Southern Pacific Transportation Company to the City of Pueblo and (2) Title Insurance Policy No. 136 -01- 161018 issued by Lawyers Title insuring title to the property transferred by the Quitclaim Deed. The deed and original policy should be retained by you with the original of the Resolution passed by City Council which authorized this purchase. Please contact me if you have any questions regarding this matter. TJF /Jp Enclosure xc: (w /2 encl.) Tom Cvar Bill Zwick Original 1 1198256 12/23/1997 09:45A 83068 P429 QUIT 1 of 7 R 36.00 D 15.00 Pueblo Cty Clk & Ree. STATE CCUMENTARY FEE 462 -94 L­PUESI'LLCO L'UL'NTY - ` 5- =- - - ---- _ QUITCLAIM DEED SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware corporation, Grantor, in consideration of the sum of Ten Dollars ($10.00), and other valuable consideration to it duly paid, the receipt whereof is hereby acknowledged, does hereby REMISE, RELEASE and forever QUITCLAIM unto CITY OF PUEBLO, COLORADO, a municipal corporation of the State of Colorado, Grantee, whose address is #1 City Hall Place, Pueblo, Colorado 81003 and unto its successors and assigns forever, all of Grantor's right, title, interest, estate, claim and demand, both at law and in equity, of, in, and to the real estate (hereinafter the "Property ") situated in Pueblo, Pueblo County, State of Colorado, as more particularly described in Exhibit A, hereto attached and hereby made a part hereof. RESERVING unto the Grantor, its successors and assigns, a PERPETUAL EASEMENT as described in Exhibit B, hereto attached and hereby made a part hereof, for the non - exclusive use of an access roadway along, across and within the easement area described in Exhibit B; provided, however, that Grantee may at any time relocate the course or location of the easement upon or across the Property or LT other lands of Grantee or otherwise provide a non - exclusive alternative access over public rights -of -way or the lands of others, as long as such relocation or provision of alternative access would provide Grantor with reasonably equivalent vehicular access from "B" Street, as presently located, within the City of Pueblo, Colorado to Grantor's railyard property located west of the Property described in Exhibit A hereto; and provided further, that upon such relocation or provision of alternative access as herein provided, after thirty (30) days notice to the Grantor, Grantee may record an instrument extinguishing the easement across the lands described in Exhibit B hereto and describing the relocated easement or the alternative access provided. The Grantee, at its expense, will maintain and repair the roadway. To the extent owned by Grantor on the date of this Deed, Grantor hereby excepts from the Property and reserves unto Grantor, and Grantor's successors and assigns, all minerals and mineral rights, interests and royalties, including, without limiting the generality of the foregoing, all oil, gas, sulfur, iron ore, coal, lignite, uranium, limestone, building stone, caliche, gravel, sand, hydrocarbon substances, as well as metallic or other solid minerals and all other minerals (whether or not of like kind or character) in and under the Property, but neither Grantor nor Grantor's successors or assigns shall have the right for any purpose whatsoever to enter upon, into or through the surface of the Property in connection therewith. S pf_ W 1 S _0L) G:\LAWADM\PAR\JML\462-94.QD 9 1/ 111111111111111111111111111111111111111111 1198256 12/23/1997 09:45A 83068 P430 QUIT 2 of 7 R 36.00 D 15.00 Pueblo Cty Clk & Rec. It is expressly understood that the subjacent support of the Property may have been impaired by mining operations heretofore carried on beneath the surface thereof, and the quitclaiming of the Property is upon the condition that Grantor, its successors and assigns, shall not be liable for damages resulting therefrom. TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging; TO HAVE AND TO HOLD, subject to the aforesaid provisions, the Property unto the said Grantee and unto its successors and assigns. Grantor, Federal ID No. 94- 6001323, is not a foreign corporation and withholding of Federal Income Tax from the amount realized will not be made by Grantee. A Certification prepared in conformance with IRS regulations under Section 1445 of the Internal Revenue Code is attached as Exhibit C. IN WITNESS WHEREOF, the Grantor has caused this deed to be duly executed as of the 101 day of P eremkey , , 19 91 �7 Attest: SOUTHERN PACIFIC TRANSPORTATION COMPANY ct�� B Asgistafittecretary T' e: Assistant Vice President (Seal) Z LA t 1 �� k.7 •i �n GILAWADM \PAR\JML \462 -94.QD 2 1 1198256 12/23/1997 09:45A 83068 P431 QUIT 3 of 7 R 36.00 0 15.00 Pueblo Cty Clk & Rec. STATE OF NEBRASKA ) ss. COUNTY OF DOUGLAS ) On Gec-e nhe-r I_� , 1977, before me, a Notary Public in and for said County and State, personally appeared Uhr) - clh and U P) A- 7 who are the mss; s t Qnt f/ hyj Ve -47' and the Assis ant Secretary, respectively, of SOUTHERN PACIFIC TRANSPORTATION COMPANY, a Delaware corporation, and who are personally known to me (or proved to me on the basis of satisfactory evidence) to be the persons whose names are subscribed to in the within instrument, and acknowledged to me that they executed the same in their authorized capacities, and that by their signatures on the instrument the persons, or the entity upon behalf of which the persons acted, executed the instrument. WITNESS my hand and official seal. Notary Public (Seal) GENERAL NOTARY•Stateof Nebraska III D.D. BROWN My Comm. UP. March t, 2000 GALAWADM\PARMMU462 -94.0D 3 11111111111111111111111111111111111111111111111111111111111 1198256 12/23/1997 09,:45A 83068 P432 QUIT 4 of 7 R 36.00 D 15.00 Pueblo Cty Clk 8 Rec. SOUTHERN PACIFIC TRANSPORTATION COMPANY Pueblo, Pueblo County, Colorado EXHIBIT "A" A parcel of land situate in the City of Pueblo, Pueblo County, Colorado, described as follows: Those portions of Blocks 28 and 38, and those portions of the vacated streets and alleys adjacent thereto in the former Town of South Pueblo, now a part of said City of Pueblo, according to the recorded plat thereof filed for record December 13, 1872, Book 2A at Page 4 in the records of the Pueblo County Clerk and Recorder, and a portion of Section 36, Township 20 South, Range 65 West of the Sixth Principal Meridian, described as follows: A parcel of land being a portion of that land described in that deed recorded December 29, 1993, in Book 2703, at Page 364 in the records of the Pueblo County Clerk and Recorder, being more particularly described as follows: BEGINNING at the most southerly corner of Block 38, in the former Town of South Pueblo, now a part of said City of Pueblo: Thence North 45 °02'46" West (bearings based on the survey reference line of "C" Street from the intersection of Third Street (known as Lamkin Street) and "C" Street monumented with a concrete monument with PK nail in cast iron monument box and the intersection of Fourth Street (known as Victoria Street)and "C" Street monumented with a concrete nail with 4 city straddlers assumed to bear South 45 °01'16" East) along the southwesterly line of said Block 38, that is also the northeasterly line of "B" Street, as shown on the Plat of said Town of South Pueblo, a distance of 300.90 feet, to the most westerly corner of last said Block; Thence South 44 0 57'14" West from last said line, a distance of 80.00 feet, to the southwesterly line of "B" Street; Thence North 45 °02'46" West, along last said line, a distance of 48.92 feet, to the most easterly corner of Parcel 2 as described in that deed from The Pueblo Union Depot and Railroad Company to The Denver and Rio Grande Western Railroad Company (predecessor to Southern Pacific transportation Company) recorded December 23, 1983, Reception No. 735070; Thence along the northeasterly line of said Parcel 2 the following 3 courses: 1) North 44 °59'00" West, a distance of 190.03 feet, to the southwesterly prolongation of the northwesterly line of the alley of said Block 28; 2) Thence North 83 °02'00" West, a distance of 119.97 feet; 3) Thence North 36 0 59'00" West, a distance of 47.13 feet, to the southwesterly prolongation of the northwesterly line of said Block 28; Thence North 45 °01'00" East, along last said prolongation, a distance of 86.21 feet; Thence North 14 0 59'00" West, a distance of 92.38 feet, to the Southwesterly prolongation of the Southeasterly line of Block 18 in said town of South Pueblo; Thence North 45 0 01'00" East, along bast said prolongation and said Southeasterly line of last said Block a distance of 190.42 feet, to the most easterly corner of Lot 26 of last said block, that is also a point on the Northwesterly prolongation of the Northeasterly line of Lot 7 of said Block 28: 1111111111111111111111111111111 HIM 11111111 lill 1111 1198256 12/23/1997 09:45A 83068 P433 QUIT 5 of 7 R 36.00 D 15.00 Pueblo Cty Clk & Rec. Thence South 44 °59'00" East, along last said prolongation and the northeasterly line of said Lot 7 the Northwesterly prolongation of the Northeasterly line of Lot 26 of last said block 28 and said Northeasterly line of said Lot 26 of said Block„ a distance of 380.00 feet, to the southeasterly line of said Block 28; Thence South 45 °01'00" West, along last said southeasterly line, that is also the northwesterly line of Third Street (known as Lamkin Street), as shown on Plat of said Town of South Pueblo, a distance of 24.46 feet, to the northwesterly prolongation of the northeasterly line of Lot 6 of said Block 38; Thence South 44 0 58'50" East, along last said prolongation and said northeasterly line of said Lot 6, and also the southeasterly prolongation of last said northeasterly line, a distance of 240.34 feet, to the most westerly corner of Lot 26, that is also a point in the southeasterly line of the alley in said Block 38; thence North 44 0 58'29" East, along said southeasterly line of said alley, a distance of 24.65 feet, to the most northerly corner of last said Lot 26; Thence South 45 0 02'07' East, along the northeasterly line of last said Lot 26, a distance of 140.32 feet, to the southeasterly line of said Block 38; Thence South 44 °55'58' West, along last said southeasterly line, that is also the northwesterly line of fourth Street (known as Victoria Street), as shown on said Plat of the Town of South Pueblo, a distance of 175.35 feet, to the POINT OF BEGINNING. Containing an area of 3.85 acres, more or less. Office of Contracts & Real Estate Omaha, Nebraska November 19, 1997 Written by: JCO 46294.1eg liiiiiiiiiiiiiiiiiiiiillill 11111111111111111111111111 IN 1198256 12/23/1997 09:45A 83068 P434 QUIT 6 of 7 R 36.00 0 15.00 Pueblo Cty Clk 8 Rec. SOUTHERN PACIFIC TRANSPORTATION COMPANY Pueblo, Pueblo County, Colorado EXHIBIT "B" A non - exclusive easement located within the City of Pueblo, Pueblo County, Colorado, to wit: An easement for the purpose of ingress and egress located within a portion of Lot 1, Block 28, Town of South Pueblo and a portion of vacated Lamkin Street (formerly known as Third Street), Second Street and "B" Street, Town of South Pueblo, located within a portion of Section 36, Township 20 South, Range 65 West of the Sixth Principal Meridian, being more particularly described as follows: An easement being 24 feet in width, 12 feet on each side of the following described centerline: Commencing at the most westerly corner of Block 38 of said Town of South Pueblo; Thence South 44 °57'14" West (bearings based on the southwest line of said Block 38 monumented at each end with No. 4 rebar and yellow plastic cap P.L.S. No. 16128 assumed to bear North 45 °02'46" West) at right angles from said southwest line of Block 38, a distance of 45.83 feet, to the POINT OF BEGINNING; Thence North 43 °45'22" West, a distance of 176.95 feet; Thence along the arc of a curve to the right having a central angle of 20 0 38'48 ", a radius of 400.00 feet, a distance of 144.14; Thence North 23 °06'34" West, a distance of 153.75, to the POINT OF TERMINUS on the southeasterly line of Block 18, Town of South Pueblo. Office of Contracts & Real Estate Omaha, Nebraska October 8, 1997 Written by: LEF PUEBLO. EAS. 462 -94 1 111111 IIIII IIIII 111111 IIII 111111 111111 iii 111111111 IN 1198256 12/23/1997 09:45A 83068 P435 QUIT 7 of 7 R 36.00 D 15.00 Pueblo Cty Clk 8 Rec. Under Section 1445(e) of the Internal Revenue Code, a corporation, partnership, trust, or estate must withhold tax with respect to certain transfers of property if a holder of an interest in the entity is a foreign person. To inform the transferee that no withholding is required with respect to SOUTHERN PACIFIC TRANSPORTATION COMPANY's interest in it, the undersigned hereby certifies the following on behalf of SOUTHERN PACIFIC TRANSPORTATION COMPANY (hereinafter the "COMPANY "): The COMPANY is not a foreign corporation, foreign partnership, foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and Income Tax Regulations); 2. The COMPANY's U.S. employer identification number is 94- 6001323; and 3. The COMPANY's office address is 1416 Dodge Street, Omaha, Nebraska 68179 -1100, and state of incorporation is Delaware. The COMPANY agrees to inform the transferee if it becomes a foreign person at any time during the three year period immediately following the date of this notice. The COMPANY understands that this certification may be disclosed to the Internal Revenue Service by the transferee and that any false statement contained herein could be punished by fine, imprisonment, or both. Under penalties of perjury, I declare that I have examined this certification and to the best of my knowledge and belief it is true, correct, and complete, and I further declare that I have authority to sign this document on behalf of the COMPANY. Assistant Vice President Title: Date: l6 � G ALAWADM \PARUM L \462 -94.QD la4tu)yers'�itle Insurance Coarporation NATIONAL HEADQUARTERS RICHMOND, VIRGINIA OWNER'S POLICY SCHEDULE A CASE NUMBER DATE OF POLICY AMOUNT OF INSURANCE POLICY NUMBER 97 -06 -209 December 23, 1997 $150,000.00 136 -01- 161018 FILE NUMBER at 9:46 AM The policy number shown on 9291a this schedule must agree with the preprinted number on the cover sheet. 1. NAME OF INSURED: City of Pueblo, Colorado, a municipal corporation 2. THE ESTATE OR INTEREST IN THE LAND DESCRIBED HEREIN AND WHICH IS COVERED BY THIS POLICY IS: Fee Simple 3. THE ESTATE OR INTEREST REFERRED TO HEREIN IS AT DATE OF POLICY VESTED IN: City of Pueblo, Colorado, a municipal corporation 4. THE LAND REFERRED TO IN THIS POLICY IS DESCRIBED AS FOLLOWS: A parcel of land in the City of Pueblo, County of Pueblo, State of Colorado, described as follows: Those portions of Block 28 and 38, and those portions of the vacated streets and alleys adjacent thereto in the former Town of South Pueblo, now a part of the City of Pueblo according to the recorded plat thereof, filed for record December 13, 1872 in Book 2 -A at Page 4 in the records of the Pueblo County Clerk and Recorder, and a portion of Section 36, Township 20 South of Range 65 West of the 6th P.M. described as follows: A parcel of land being a portion of that land described in that deed recorded December 29, 1993 in Book 2703 at Page 364 in the Records of the Pueblo County Clerk and Recorder being more particularly described as follows: (Continued on next page) LAWYERS T TLE OF PUEBLO, INC. By - Countersignature uthorized Officer or Agent Issued at Pueblo, Colorado THIS POLICY IS INVALID UNLESS THE COVER SHEET AND SCHEDULE B ARE ATTACHED. Policy 136 ALTA Owner's Policy (10- 17 -92) 035 -0- 136 -0006 kd Form 100 035 -0- 100 -0011 Litho in U.S.A La4iu);rsTtle jnsurance Corporation Case Number 97 -06 -209 File No. 9291a NATIONAL HEADQUARTERS RICHMOND, VIRGINIA SCHEDULE A LEGAL DESCRIPTION CONTINUED BEGINNING at the most Southerly corner of Block 38, in the Former Town of South Pueblo, now a part of the City of Pueblo; thence North 45 02' 46" West (bearings based on the Survey reference line of "C" Street from the Intersection of Third Street (known as Lamkin Street) and "C" Street monumented with a concrete monument with PK nail in cast iron monument box and the Intersection of Fourth Street (known as Victoria Street) and "C" Street monumented with a concrete nail with Four (4) City Straddlers assumed to bear South 45 O1' 16 East) along the Southwesterly line of said Block 38 that is also the Northeasterly line of "B" Street, as shown on the plat of said Town of South Pueblo, a distance of 300.90 feet to the most Westerly corner of last said Block; thence South 44 57' 14" West from last said line a distance of 80.00 feet to the Southwesterly line of said "B" Street; thence North 45 02' 46" West along last said line, a distance of 48.92 feet to the most Easterly corner of Parcel 2 as described in that Deed from The Pueblo Union Depot and Railroad Company to the Denver and Rio Grande Western Railroad Company, recorded December 23, 1983, Reception No. 735070; thence along the Northeasterly line of said parcel 2 the following Three (3) courses: 1) North 44 59' 00" West a distance of 190.03 feet to the Southwesterly prolongation of the Northwesterly line of the Alley of said Block 28; 2) Thence North 83 02' 00" West a distance of 119.97 feet; 3) Thence North 36 59' 00" West a distance of 47.13 feet to the Southwesterly prolongation of the Northwesterly line of said Block 28; Thence North 45 O1' 00" East along last said prolongation, a distance of 86.21 feet; thence North 14 59' 00" West a distance of 92.38 feet to the Southwesterly prolongation of the Southeasterly line of Block 18 in said Town of South Pueblo; thence North 45 O1' 00" East along last said prolongation and said Southeasterly line of last said Block a distance of 190.42 feet to the most easterly corner of Lot 26 of last said Block, that is also a point on the Northwesterly prolongation of the Northeasterly line of Lot 7 of said Block 28; thence South 44 59' 00" East along last said prolongation, the Northeasterly line of said Lot 7, the Northwesterly prolongation of the Northeasterly line of Lot 26 of said Block 28 and said Northeasterly line of said Lot 26 of said Block, a distance of 380.00 feet to the Southeasterly line of said Block 28; thence South 45 Oil 00" West along last said Southeasterly line, that is also the Northwesterly line of Third Street (known as Lamkin Street) as shown on Plat (Continued on next page) Form 100 035 -0- 100 -0011 Litho in U.S.A. Lpapyers)Title jnsurance Crporation Case Number 97 -06 -209 File No. 9291a NATIONAL HEADQUARTERS RICHMOND, VIRGINIA SCHEDULE A LEGAL DESCRIPTION CONTINUED of said Town of South Pueblo, a distance of 24.46 feet to the Northwesterly prolongation of the Northeasterly line of Lot 6, of said Block 38; thence South 44 58' 50" East along last said prolongation and said Northeasterly line of said Lot 6 and also the Southeasterly prolongation of last said Northeasterly line a distance of 240.34 feet to the most Westerly corner of Lot 26 of last said Block that is also a point in the Southeasterly line of the Alley in said Block 38; thence North 44 58' 29" East along said Southeasterly line of said Alley a distance of 24.65 feet to the most Northerly corner of last said Lot 26; thence South 45 02' 07 East along the Northeasterly line of last said Lot 26 a distance of 140.32 feet to the Southeasterly line of said Block 38; thence South 44 55' 58" West along last said Southeasterly line, that is also the Northwesterly line of Fourth Street (known as Victoria Street) as shown on said Plat of the Town of South Pueblo a distance of 175.35 feet to the POINT OF BEGINNING, County of Pueblo, State of Colorado. Form 100 035 -0- 100 -0011 Litho in U.S.A. ja4tu) ers ide jnsurance o oration NATIONAL HEADQUARTERS RICHMOND, VIRGINIA OWNER'S POLICY SCHEDULE B CASE NUMBER DATE OF POLICY POLICY NUMBER 97 -06 -209 December 23, 1997 136 -01- 161018 FILE NUMBER at 9:46 AM The policy number shown 9291a on this schedule must agree with the preprinted number on the cover sheet. THIS POLICY DOES NOT INSURE AGAINST LOSS OR DAMAGE (AND THE COMPANY WILL NOT PAY COSTS, ATTORNEYS' FEES OR EXPENSES) WHICH ARISE BY REASON OF: 1. Rights or claims of parties in possession not shown by the public records. 2. Easements, or claims of easements, not shown by the public record. 3. Discrepancies, conflicts in boundary lines, shortage in area, encroachments, and any facts which a correct survey and inspection of the premises would disclose and which are not shown by the public records. 4. Any lien, or right to a lien, for services, labor, or material heretofore or hereafter furnished, imposed by law and not shown by the public records. 5. Unpatented mining claims; reservations or exceptions in patents or in Act authorizing the issuance thereof; water rights, claims or title to water. 6. Any and all unpaid taxes, assessments and unredeemed tax sales. 7. According to the survey by Mangini & Associates, Inc., there is an encroachment on the Northeasterly side of Lot 26 in Block 38 shown on the survey under Detail B apparently by a two -story stucco and wood building on Lot 25. 8. Easements, covenants and restrictions as contained in Warranty Deed recorded December 23, 1997 in Book 3068 at Page 429, Instrument No. 1198256. Policy 136 Litho in U.S.A. ALTA Owner's Policy (10 -17 -92 Form No. 035 -0- 136 -0006 Form 100 035 -0- 100 -0011 Litho in U.S.A. aw ers itle y Insurance Crporation NATIONAL HEADQUARTERS RICHMOND, VIRGINIA E N D O R S E M E N T Code Name City of Pueblo Case No. 97 -06 -209 File No. 9291a Attached to and make a part of Lawyers Title Insurance Corporation Policy No. 136 -01- 161018 Said Policy is hereby amended by deleting paragraph 1 -4 of Schedule B. The total liability of the Company under said policy and any endorsements therein shall not exceed, in the aggregate, the face amount of said policy and costs which the Company is obligated under the Conditions and Stipulations thereof to pay. This endorsement is made a part of the policy or commitment and is subject to all the terms and provisions thereof and of any prior endorsements thereto. Except to the extent expressly stated, it neither modifies any of the terms and provisions of the policy or commitment and prior endorsements, if any, nor does it extend the effective date of the policy or commitment and prior endorsements or increase the face amount thereof. IN WITNESS WHEREOF, the Company has caused this Endorsement to be signed and sealed as of the 27th day of January , 1998, to be valid when countersigned by an authorized officer or agent of the Company, all in accordance with its By -Laws. Issued at Pueblo, Colorado COUNTERSIGNED: LAWYERS TITLE OF �PUEBLO, INC. BY Authorized OffA cer or Agent Lawyers Title Insurance Corporati Robert C. Dawson Chairman and CEO Russell W. Jordan, III Secretary Form 100 035 -0 -100 -0011 Litho in U.S.A.