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HomeMy WebLinkAbout8577RESOLUTION NO. 8577 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND CHEMICAL MARKETING CONCEPTS, INC. AND SAMPLE CENTER REALTY COLORADO, INC. RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND AUTHORIZING THE TRANSFER OF LAND AND THE EXPENDITURE OF $245,000 THEREFOR FROM THE 1992 -2001 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND WHEREAS, Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc. (the "Company ") have expressed a willingness to locate its business activities at.the Pueblo Memorial Airport Industrial Park and has committed to employ forty - nine (49) full time employees, and WHEREAS, Company through the Pueblo Economic Development Corporation has made application for funds from the 1992 -2001 Sales and Use Capital Improvement Projects Fund and conveyance of land at Pueblo Memorial Airport Industrial Park, and WHEREAS, the land requested to be conveyed is surplus to the City's needs, and WHEREAS, the City Council is willing to approve such application for funds upon the terms and conditions set forth herein; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The City Council does hereby find and determine that Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc.'s application for funds meets and complies with the criteria and standards established by Ordinance No. 5742 and will create employment opportunities justifying the expenditure of public funds. SECTION 2 The Agreement dated November 23, 1998 between Pueblo, a municipal corporation and Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc. and Warranty Deed attached thereto having been approved as to form by the City Attorney, are hereby approved. The President of the City Council is authorized to execute and deliver the Agreement and Warranty Deed in the name of the City and the City Clerk is authorized and directed to affix the seal of the City thereto and attest same. SECTION 3 Funds in an amount of $245,000 are hereby authorized to be expended and made available to Chemical Marketing Concepts, Inc. out of the 1992 -2001 Sales and Use Tax Capital Improvement Projects Fund for the sole purpose of reimbursing it for the cost of the job creating capital improvement project described in the attached Agreement. The funds hereby authorized to be expended shall be released and paid by the Director of Finance to or for the benefit of.Chemical Marketing Concepts, Inc. after receipt (i) by the City Clerk of the documents required to be filed pursuant to paragraph 2(b) of the Agreement and (ii) by the Director of Finance of written requests for payment required by paragraph 2(d) of the Agreement. SECTION 4 This Resolution shall become effective upon final passage. INTRODUCED November 23, 1998 BY: Corinne Koehler Councilperson APPROVED: ATTEST: President 00he C unci} W�o q.- t l RESOLUTION NO. 8577 A RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND CHEMICAL MARKETING CONCEPTS, INC. AND SAMPLE CENTER REALTY COLORADO, INC. RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT AND AUTHORIZING THE TRANSFER OF LAND AND THE EXPENDITURE OF $245,000 THEREFOR FROM THE 1992 -2001 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND WHEREAS, Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc. (the "Company ") have expressed a willingness to locate its business activities at the Pueblo Memorial Airport Industrial Park and has committed to employ forty -nine (49) full time employees, and WHEREAS, Company through the Pueblo Economic Development Corporation has made application for funds from the 1992 -2001 Sales and Use Capital Improvement Projects Fund and conveyance of land at Pueblo Memorial Airport Industrial Park, and WHEREAS, the land requested to be conveyed is surplus to the City's needs, and WHEREAS, the City Council is willing to approve such application for funds upon the terms and conditions set forth herein; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The City Council does hereby find and determine that Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc.'s application for funds meets and complies with the criteria and standards established by Ordinance No. 5742 and will create employment opportunities justifying the expenditure of public funds. SECTION 2 The Agreement dated November 23, 1998 between Pueblo, a municipal corporation and Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc. and Warranty Deed 6-00 #8s�� NOVEMBER 23, 1998 AGENDA - CITY COUNCIL BACKGROUND MEMORANDUM - RESOLUTION APPROVING AN AGREEMENT BETWEEN PUEBLO, A MUNICIPAL CORPORATION AND CHEMICAL MARKETING CONCEPTS, INC. AND SAMPLE CENTER REALTY COLORADO, INC. The Resolution approves an Agreement between the City and Chemical Marketing Concepts, Inc. ( "Chemical Marketing ") and Sample Center Realty Colorado, Inc. ( "Sample Center ") relating to a job- creating capital improvement project. The companies have committed to construct a 23,000 square foot manufacturing facility and employ 49 full -time employees at the facility. The City will advance $245,000 out of the one -half cent sales tax revenues toward the construction of the facility. The City will also convey 10.12 acres of land at the Pueblo Memorial Airport Industrial Park to Sample Center, the company which holds title to Chemical Marketing's properties. If the companies fail to meet their employment commitment of 49 full -time employees during the seven year repayment period starting on the third anniversary of the date a certificate of occupancy is issued for the facility, companies will repay the City funds advanced on a pro -rata basis equal to $178.57 for each employee less than 49 during each quarter of the repayment period. The repayment obligation is secured by a first deed of trust on the land and facility. If the facility is not constructed, the land will revert to the City. City's funds will only be advanced upon certification that construction work on the facility equal to that amount has actually been performed. AGREEMENT THIS AGREEMENT entered into as of November 23, 1998 between Pueblo, a municipal corporation (the "City ") and Chemical Marketing Concepts, Inc., a Connecticut corporation ( "Chemical Marketing ") and Sample Center Realty Colorado, Inc., a Colorado corporation ( "Sample Center "), Chemical Marketing and Sample Center are herein referred to collectively as "Company." WHEREAS, Company has expressed a willingness to locate its business within the Pueblo Municipal Airport Industrial Park, and in furtherance thereof has through the Pueblo Economic Development Corporation made application for funds and land with the City, and WHEREAS, the City has approved such application and will make funds and land available to Company subject to and upon the terms and conditions of this Agreement. 1. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Employment Commitment Date" means the date of issuance of a certificate of occupancy for the Facility, or July 1, 1999, whichever occurs first. "Facility" means the approximately 23,000 square foot manufacturing facility to be constructed by Company on the Property. "Full -Time Employee" means a person who performs work at the Facility for not less than thirty-two (32) hours per week whether employed by Company or by an outside entity acting as an agency to provide Full -Time Employees for Company. The term "Full -Time Employee" does not include independent contractors nor employees of independent contractors except as described herein. "Quarterly Employees" means the sum of the number of Full -Time Employees on each business day of a Quarter divided by the sum of the business days in such Quarter. "Quarter" means three consecutive calendar months. "Property" means the approximately 10. 12 acres of land located at Pueblo Memorial Airport described as Lot 72, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, Colorado. 2. City will make available to or for the benefit of Chemical Marketing funds in the amount of $245,000 (the "City Funds "), subject to and contingent upon: (a) All City Funds shall be spent for the cost of constructing the Facility. (b) Company filing in the office of the City Clerk copies of the following: (i) Company's certificate or other evidence of authority to transact business in the State of Colorado, (ii) certified copy of the resolution of the governing board of Company approving this Agreement and authorizing its officers to execute and deliver this Agreement in the name of Company, and (iii) evidence satisfactory to City that Company is diligently proceeding to construct the Facility and locate its business on the Property. The date of such filings is herein referred to as "Closing." (c) All construction contracts for the construction of the Facility shall be awarded through competitive bidding procedures which allows local contractors a reasonable opportunity to participate in the competitive bidding procedures. The general contractor shall use its best efforts in good faith to engage local subcontractors and suppliers to construct the Facility. (d) Company filing with the Director of Finance of City written request for payment certified by an officer of Company that the amounts included in the requests for payment have not been included in any prior request for payment and are for the actual cost of constructing the Facility, identifying the portion of the Facility for which payment is sought, including certificates of the architect and contractor that such portions of the Facility have been installed. 3. Company acknowledges that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making finds available to Company hereunder is the creation of jobs.. Therefore, Company represents and agrees that it will employ at the Facility the following number of Full -Time Employees (the "Employment Commitment "): Year After Employment Number of Full -Time Commitment Date Employees 1 st year 10 to 15 2nd year 22 to 30 3rd year 30 to 49 4th year and thereafter 49 4. Notwithstanding anything contained herein to the contrary, if Company shall for any reason default in its Employment Commitment set forth in paragraph 3 hereof, Company shall repay to City a pro -rata share of the City Funds advanced by City under paragraph 2 hereof based upon the number of Full -Time Employees employed by Company at the Facility (the "Repayment Obligation "), as follows: (a) During the seven (7) year period starting on the third anniversary of the Employment Commitment Date and ending eighty -four (84) months thereafter (the "Repayment Period ") Company shall pay to City an amount each Quarter equal to the Quarterly Employees less than forty-nine (49) employed at the Facility by Company multiplied by $178.57 (the "Company's Quarterly Payments "). For example, if for the Quarter ending June 2001 the Quarterly Employees is 40, the amount payable by Company to City on or before July 15, 2001 would be (49 - 40) x $178.57 = $1,607.13. Company's Quarterly Payments and Repayment Obligation shall in no event exceed the amount of City Funds advance by City under paragraph 2 hereof. -2- (b) Company's Quarterly Payments, if any, shall be paid to the City without notice, demand, deduction or setoff on or before the fifteenth (15th) day of the month after the end of each Quarter during the Repayment Period and for one month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003. All past due Company's Quarterly Payments shall bear interest at the rate of ten (10) percent per annum until paid. (c) Within fifteen (15) days after the end of each Quarter after the Employment Commitment Date and for one calendar month after the Repayment Period, Company will submit to City's Director of Finance Company's statements showing the Quarterly Employees for the preceding Quarter and the basis upon which Quarterly Employees and Company's Quarterly Payment were computed certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City shall have access to Company's books and records including payroll records. City will, however, respect the right of employees and Company as to confidentiality of personnel records. In addition to the foregoing, if Company defaults in its Repayment Obligation and/or Employment Commitment and such default is not cured within ninety (90) days after written notice specifying the default is given by City to Company, City may declare the entire balance of Company's Repayment Obligation due and owing and for such purpose, the entire balance of Company's Repayment Obligation shall be an amount equal to 49 times $178.57 multiplied by the remaining Quarters of the Repayment Period plus the amount of Company's unpaid Quarterly Payments, if any, but in no event more than the amount of City Funds advanced by City under paragraph 2 hereof. The rights and remedies of City under this Agreement and Sample Center's Deed of Trust shall be cumulative. All City Funds advanced to Chemical Marketing by City under this Agreement shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligation contained in this paragraph 4 and shall be secured by a first deed of trust on the Property. 5. (a) City Council of City may, in its sole discretion, relieve Company, in whole or in part, from Company's Repayment Obligation set forth in paragraph 4, if the City Council, after public hearing, finds and determines based upon competent evidence presented at such hearing that Company was prevented from complying with its Employment Commitment by reason of an act of God, or the elements, fire, explosion, strike, insurrection, riot, shortage or unavailability of materials, supplies or labor, interruption of transportation facilities, governmental laws, regulations or restrictions, or other causes beyond Company's reasonable control. The findings and decision of the City Council shall be final and binding upon Company and City. (b) Prior to instituting any proceedings to enforce Company's Repayment Obligation under paragraph 4, City shall notify Company in writing of its intention to institute such proceedings. If Company desires to seek relief pursuant to paragraph 5(a), Company, within twenty (20) days after receipt of City's notice, shall deliver to City its written request for relief specifying the grounds upon which such relief is sought. Within sixty (60) days after receipt of Company's -3- request, City will schedule a hearing before the City Council and give written notice to Company of the time and place of such hearing. Failure of Company to timely deliver its written request for relief or to appear and submit evidence in support of its request at a scheduled hearing shall constitute a waiver of any right of Company to a hearing before City Council. (c) No delay or failure by City to exercise its right to enforce Company's Repayment Obligation, and no partial or single exercise of that right, shall constitute a waiver of that right, unless the City Council otherwise expressly provides in its findings and decision made pursuant to paragraph 5(a). 6. If Closing does not occur on or before April 1, 1999, or such later date as Company and City shall mutually agree, this Agreement shall terminate and City and Company shall be released and discharged from all obligations hereunder. 7. Within thirty (30) days after Closing, City will convey title to the Property to Sample Center by Warranty Deed substantially in the form and content of the Warranty Deed attached hereto as Exhibit A. Company and City agree that the Property will be conveyed and transferred by City and accepted by Sample Center "AS IS" and "WHERE IS" without any representation or warranty by City as to the quality, quantity, or condition of the Property, either environmental or otherwise. Company at its expense will obtain all surveys and title insurance for the Property. Company acknowledges and agrees that (i) City owns the Property subject to restrictions in the deed to the City from the United States of America recorded in Book 1074, Page 87, Instrument No. 819072 of the records of the Pueblo County Clerk and Recorder, and (ii) the construction of the Facility and transfer and conveyance of the Property are subject to the prior approval of the Federal Aviation Administration (the "FAA ") and its issuance of all necessary permits and deed of release therefor. Upon receipt from Company of the necessary plans and description of the Facility, City will cause to be filed all required applications and documents for FAA's approval, permits, and deed of release and will diligently pursue their issuance. Contemporaneously with the delivery of the Warranty Deed, Sample Center shall deliver to City its first deed of trust on the Property in recordable form and content acceptable to City's City Attorney securing Company's performance of this Agreement. 8. In the event of any litigation arising out of this Agreement, the court shall award to the prevailing party its costs and reasonable attorney fees. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each party submits to the jurisdiction of that Court. To the extent allowed by law, each party waives its right to a jury trial. 9. This Agreement expresses the entire understanding of the parties and supersedes any and all prior dealings and commitments with respect to the subject matter of this Agreement and may not be amended except in writing signed by City and Company. 10. This Agreement shall be construed in accordance with and governed by the laws of the State of Colorado. -4- 11. The covenants, representations and warranties made by each parry herein shall survive the Closing for the benefit of the other party. 12. Company acknowledges and agrees that City reserves the right, without any obligation on its part to do so, to maintain and keep in repair the landing area of the airport and other public areas or facilities at Pueblo Memorial Airport and to develop, modify, change, relocate, abandon, or improve the Pueblo Memorial Airport, or any part thereof as it may determine in its sole and absolute discretion, at any time, and Company further acknowledges and agrees that City has not made, nor by any provision of this Agreement or Warranty Deed shall City be construed to have made any representation or warranty to the contrary with respect thereto. 13. Any notices hereunder shall be sufficiently given if given personally or mailed by first class mail, postage prepaid, addressed: (a) if to City, City Manager, City of Pueblo, l City Hall Place, Pueblo, Colorado, 81003, or (b) if to the Company, Chemical Marketing Concepts, Inc. 200 Pickett District Road, New Milford, Connecticut, 06776. or to such other address as either party shall specify in written notice given to the other party. 14. Time is of the essence hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein without the express written consent of the City, which consent shall not be unreasonably withheld, conditioned or delayed. Any assignment or attempted assignment of this Agreement by Company without such consent shall be null and void. 15. The persons signing this Agreement and Warranty Deed on behalf of Company represent and warrant that such party and Company have the requisite power and authority to enter into, execute, and deliver this Agreement and Warranty Deed and that this Agreement and Warranty Deed are valid and legally binding obligations of Company enforceable against Company in accordance with their terms. 16. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Executed at Pueblo, Colorado, the day and year first above written. [SEAL] -PA"W", Wq �- A MUNICIPAL CORPORATION of the City Council -5- [SEAL] ATTEST: Title: [SEAL] ATTEST: Title: 4oL F:\ FILES\ CITY\AI"ORIICHEMNfltXTIAOREEFNL WPD -V D ID O D ° City of Pueblo April 6, 1999 OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 Ms. Gina Dutcher City Clerk 1 City Hall Place Pueblo, CO 81003 Re: Chemical Marketing Concepts (Sample Center Realty, Inc.) Dear Gina: Enclosed please find the original Deed of Trust dated March 4, 1999 executed by Sample Center Realty Colorado, Inc. and payable to Pueblo, a municipal corporation together with a copy of the recorded Warranty Deed. Please retain the documents with your official file regarding the City's transaction with Chemical Marketing Concepts. We have forwarded the original Warranty Deed to the grantee's attorney. If you have any questions, please contact me. Very truly yours, Thomas F wagger sm enc. 1271038 03/31/1999 03:10P WD Chris C. Muno: 1 of 3 R 26.00 D 0.00 Pueblo Cty Clk & Rec. 3 WARRANTY DEED THIS DEED, made this it t � ` day of _ebr,Q e4 g - , 1998 by and between Pueblo, a Municipal Corporation (herein "City ") and Sample Center Realty Colorado, Inc., a Colorado corporation (herein "Company "), WITNESSETH: That City for and in consideration of the sum of $10.00 and other good and valuable consideration to City in hand paid by the Company, the receipt whereof is hereby confessed and acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the Company, its successors and assigns forever, all the real property situate, lying and being at Pueblo Memorial Airport, County of Pueblo, State of Colorado, more particularly described in as Lot 72, Pueblo Memorial Airport Industrial Park Subdivision, (herein "Property), with all its appurtenances, and warrant the title to the same, subject to easements, rights of way, conditions, restrictions and reservations of record and easements for existing utilities, sanitary sewer, water, irrigation and natural gas lines on, over or under the Property and to the following covenants, conditions, and restrictions which are and shall be construed to be covenants running with the land described herein and binding upon the Company, its successors and assigns and inuring to the benefit of the City, its successors and assigns. 1. City reserves unto itself and its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the Property, together with the right to cause in the airspace above the surface of the Property such noise as be inherent in the operation of any aircraft now known or hereafter used for navigation of or flight in said airspace, and for use of the airspace above the surface of the Property for landing on, taking off 111111111111111111111111111111111111111111111111111111 1271056 03/31/1999 03:10P WD Chris C. Munoz 2 of 5 R 26.00 D 0.00 Pueblo Cty Clk & Rae. from, or operation on or over the Pueblo Memorial Airport. 2. Company expressly agrees for itself, its successors and assigns to restrict the height of structures, objects of natural growth and other obstructions on the Property, to a height of not more than 4,690 feet above the mean sea level. In the event this covenant is breached, City reserves the right to enter upon the Property and at the expense of the Company to remove the offending structure or object and to cut the offending growth. 3. Company expressly agrees for itself, its successors and assigns, that it will prevent any use of the Property which would interfere with landing or taking off of aircraft at the Pueblo Memorial Airport, or otherwise constitute an airport hazard. 4. The Property and its use are further subject to the following Restrictive Covenants: (a) The Property may be used only for manufacturing purposes and incidental office uses. The Property shall not be used for smelting or plating operations, or for the storage or processing of putrescible materials, or for any purpose or business which constitutes a nuisance, or which exceeds the state air pollution control standards for the facility on the Property. Gasoline or diesel fuel used in connection with the business conducted on the Property but not for sale at retail or wholesale may be stored on the Property in an environmentally sound manner. (b) Outdoor storage shall not be permitted except for storage of equipment used in the facility. Parking areas for vehicles and roads on the Property shall be paved. (c) The Property shall not be subdivided and no building or structure over sixty (60) feet in height shall be installed or constructed on the Property. (d) No structure or building shall be constructed or installed nearer than sixty -five (65) feet of the right of way line of United Avenue, and twenty -five (25) feet of the right of way line of any other abutting streets. There must be installed and maintained a minimum thirty -five (35) foot strip of living landscaped ground along and adjacent to United Avenue, and fifteen (15) feet adjacent to other abutting streets. Minimum side yards set -backs shall be twenty -five (25) feet. (e) Company shall keep and maintain the Property and all buildings, landscaping and improvements located thereon in a good, clean, safe and orderly condition free of waste, rubbish, debris and trash, and enclose and screen from public view all outside storage and unsightly areas of the Property. -2- 111111111111111111111111111111111111111111 11111 1111 1111 1271038 03/31/1999 03:10P WD Chris C. Munoz 3 of 3 R 26.00 D 0.00 Pueblo Cty Clk & Ree. (f) Company shall comply with notifications and review requirements of the Federal Aviation Administration prior to the construction, modification or alteration of any building or structure on the Property. • , (g) Company shall, at its own expense, cause all utilities and roads used or to be used on the Property to be extended from adjacent streets, installed on the Property, and kept and maintained in good order and condition. (h) Company shall pay to City a combined service fee for services and facilities now furnished by City at the Pueblo Memorial Airport, namely: public street maintenance, fire protection, and street lighting based upon $295.00 per acre per annum payable monthly for each acre of land conveyed to Company hereunder. City may, from time to time, reduce or eliminate any or all of the services or facilities presently being furnished and may modify, increase, or decrease the annual combined service fee provided (i) such services and fee shall be non - discriminatory among other owners of land at Pueblo Memorial Airport receiving such services and facilities, and (ii) such fee shall be reasonable in relation to City's actual cost and expense of furnishing the services and facilities then being Tarnished. City's cost may include the cost of capital improvements amortized over the useful life of the improvements. If waste water discharged from the Property is transported to and treated at City's waste water treatment facilities, Company and the waste water so transported and treated are subject to the same restrictions, limitations, conditions, fees, and charges as other users of City's sanitary sewer system and facilities. (i) Company shall provide for storm water drainage which shall include the construction and installation of storm water detention facilities on the Property. The detention facility shall be capable of storing the developed on -site runoff from a 100 -year frequency storm. The maximum release rate from the detention facility at the ponding depth corresponding to the 10- year volume shall be .30 cfs /acre and 1.00 cfs /acre for the 100 -year ponding depth. All calculations and details shall conform with the City of Pueblo Storm Drainage Criteria Manual. The point of discharge from the detention facility shall be at a location approved by the Director of Public Works. `(j) Before commencing the construction, installation or alteration of any building, structure, parking facility, outdoor sign, or other permanent improvement, or landscaping on the Property, the Company shall submit to and have approved by the City in writing the site plans and plans and specifications therefor. City's approval will not be unreasonably withheld. In the event the City or its designated representatives shall fail to approve or disapprove such plans and specifications within twenty -five (25) working days after they have been submitted to the City, such approval will not be required and this covenant will be deemed to have been complied with. Company shall use its best efforts to assure that all buildings constructed on the Property will be architecturally and aesthetically compatible with buildings constructed at the Pueblo Memorial Airport industrial park since 1985. All buildings, improvements and activities on the Property shall be constructed and conducted in compliance with all applicable federal, state and local law, regulations, and codes. 1271058 03/31/1999 03:10P WD Chia C. Munoz 4 of 5 R 26.00 D 0.00 Pueblo Cty Clk 8 Rec. (k) City reserves the right to waive all or any part of these Restrictive Covenants. 5. This Warranty Deed and conveyance of the Property to Company are made upon the express condition that Company will construct and equip on the Property an approximately 23,000 square foot manufacturing facility (the "Facility ") within eighteen (18) months after the date of this Warranty Deed. If Company does not substantially construct and equip the Facility on the Property within eighteen (18) months after the date of this Warranty Deed, City will have the right of re -entry for nonperformance of this condition and will be entitled to a reconveyance of the Property and delivery of exclusive possession thereto. In that event, Company's reconveyance and delivery of exclusive possession to City of the Property will be conveyed by Special Warranty Deed and will be free and clear of all claims, liens and encumbrances which would be enforceable against the Property and which are attributable to the acts or omissions of Company or those claiming through Company. The eighteen (18) month year period specified above may be extended by instrument duly executed and acknowledged by Company and City and recorded in the records of the Pueblo County Clerk and Recorder. 6. At the request of City, Company shall meet and in good faith confer with City concerning the annexation of the Property to the City when the Pueblo Memorial Airport, or any part thereof, including without limitation, the Property becomes eligible for annexation. 7. Invalidation of any one of the foregoing covenants, conditions, restrictions or reservations by judgment or court order or otherwise shall not affect any of the other of said covenants, reservations, restrictions or conditions which shall remain in full force and effect. 8. City shall have the right to enforce the restrictions, covenants and conditions hereof by injunction or other lawful procedure and to recover damages, costs, expenses, including so g K t �` ;reagolab ✓0 G f S VA I] 1 111111111111111111111111111111111111111111111111 III 1271058 03/31/1999 03:10P WD Chris C. Munoz 5 of 5 R 26.00 D 0.00 Pueblo Cty Clk & Rec. fees, resulting from any violation thereof or arising out of their enforcement. / I � cCO.GO 4 '' E L ¢C f ;r6sident 0, A MUNICIP CORPORATION By of the City Council OF ( /� /� G) nn eCTic L4 )ss M I �uvcl SSE OF Li Bch); e_1 � ) il1�t.0 CGULry The foregoing instrument was acknowled ed before me this Y da of 1998 by `�P ro 6&1 N as President and as Secretary of Sample Center Realty Colorado, Inc., a Colorado corporation. Witness my hand and official se a1AAURA E. SARACENO NOTARY. P,UB.LIC. m ' .... :.. MY COMMISSION EXPIRES JULY 31. 2002 P. F g— .•• •..'. � " • E) �C -o NT-Y-4 S T ATE explres. s+ ;r PUEBLO OLORADO � ss. 1/UQ.CUIQ �. UCU1GCQlYIO Notary Public The foregoing instrument was. acknowledged before me this -/ /4A day of Fef a t — , 1998 by r) nne. /A�& ei /er as President of the City Council and as City Clerk of Pueblo, Colorado, a Municipal Corporation. `" r ;O ► -" � ,,A';�6 c -DF COQ hand and official seal. fission expires: Public -5- SAMPLE CENTER REALTY 11111111111 III1I 1111111 111 111111 111111 111 11111 1111 IN 1271059 03/31/1999 03:10P TD Chris C. Munoz 1 of 2 R 11.00 D 0.00 Pueblo C!v Clk & Roe. DEED OF TRUST THIS INDENTURE, Made this '� day of garW , 1999 , between Sample Center Realty Colorado, Inc. a corporation duly organized and existing under and by virtue of the laws of the state of Colorado whose address is 200 Pickett District Road, New Milford, Connecticut, 06776 hereinafter referred to as grantor, and the Public Trustee of the *County of Pueblo . State of Coloradn_ hereinafter referred to aq Public Tngtee WITNESSETH, THAT, WHEREAS Sample Center Realty Colorado, Inc. has executed a promissory note or notes, hereinafter referred to in the singular, dated November 23, 1 9 9 $ for the principalsumof Two hundred forty five thousand and no /100 ($245,000)- Dollars, payable to the order of Pueblo, a municipal corporation whoseaddressis 1 City Hall Place, Pueblo, Colorado " after the date hereof, with interest thereon 8pm the date thereof at the rate of — 0 — percent per annum, payable in accordance with the terms o the Promissory Note. The purpose of this Deed of Trust is to secure the performance and payment of the November 23, 1998 Agreement between Pueblo,Chemical Marketing Concepts, Inc. and Grantor (the "Agreement "). Whenever the term "promissory note" or "note" is used herein it shall mean and include the Agreement. AND WHEREAS, the grantor is desirous of securing payment of the principal and interest of said promissory note in whose hands soever the said note or any of them may be. NOW THEREFORE, the grantor, in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust forever, the following described property, situate in the County of Pueblo , State of Colorado, to wit: Lot 72, Pueblo Memorial Airport Industrial Park Subdivision also known by street and number as: assessor's schedule or parcel number: TO HAVE AND TO HOLD the same, together with all and singular the privileges and appurtenances thereunto belonging: In trust nevertheless, that in case of default in the payment of said note, or any of them, or any part thereof, or in the payment of the interest thereon according to the tenor and effect of said note, or any of them, or in the payment of any prior encumbrances, principal or interest, if any, or in case default shall be made in or in case of violation or breach of any of the terms, conditions, covenants or agreements herein contained, the beneficiary hereunder or the legal holder of the indebtedness secured hereby may declare a violation of any of the covenants herein contained and may elect to advertise said property for sale, and demand such sale by filing a notice of election and demand for sale with the Public Trustee. Upon receipt of such notice of election and demand for sale, the Public Trustee shall cause a copy of the same to be recorded in the recorder's office of the county in which said property is situated. The Public Trustee shall then give public notice of the time and place of sale by advertisement to be published for four weeks (once each week for five successive weeks) in some newspaper of general circulation at that time published in the county or counties in which said property is located. A copy of such notice shall be mailed within ten days after the date of the first publication thereof to the grantor at the address given herein, to such person or persons appearing to have acquired a subsequent record interest in said property at the address given in the recorded instrument, and to any other person or persons as may be provided by law. It shall and may then be lawful for the Public Trustee to sell said property for the highest and best price the same will bring in cash and to dispose of the same (en masse or in separate parcels, as the said Public Trustee may think best), together with all the right, title and interest of the grantor, its successors or assigns therein, at public auction at any place as may be specified by statute and designated in the notice of sale. The Public Trustee shall make and give to the purchaser or purchasers of such property at such sale a certificate or certificates in writing describing such property purchased, and the sum or sums paid therefor, and the time when the purchaser or purchasers (or other person entitled thereto) shall be entitled to a deed or deeds therefor, unless the same shall be redeemed as is provided by law. The Public Trustee shall, upon demand by the person or persons holding the said certificate or certificates of purchase, when said demand is made, or upon demand by the person entitled to a deed to and for the property purchased at the time such demand is made, the time for redemption having expired, make and execute to such person or persons a deed or deeds to the said property purchased. Said deed or deeds shall be in the ordinary form of a conveyance, and shall be signed, acknowledged and delivered by the said Public Trustee and shall confirm the foreclosure sale and sell and convey to such person or persons entitled to such deed, the said property purchased as aforesaid and all the right, title, interest, benefit and equity of redemption of the grantor, its successors and assigns therein. The Public Trustee shall, out of the proceeds or avails of such sale, after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder or the legal holder of said note the principal and interest due on said note according to the tenor and effect thereof, and all moneys advanced by such beneficiary or legal holder of said note for insurance, taxes and assessments, with interest thereon at 12 per cent per annum, rendering the overplus, if any, unto the grantor, its legal representatives, successors, or assigns. Said sale or sales and said deed or deeds so made shall be a perpetual bar, both in law and equity, against the grantor, its successors and assigns, and all other persons claiming the said property, or any part thereof, by, from, through or under the grantor, or any of them. The holder or holders of said note or notes may purchase said property or any part thereof, and it shall not be obligatory upon the purchaser or purchasers at any such sale to see to the application of the purchase money. If a release deed be required, it is agreed that the grantor, its successors or assigns, will pay the expense thereof. *If in Denver, insert "City and ". No. 23A. Rev. 8 -98. DEED OF TRUST (Corporation) Without Due on Sale Clause Copyright 1988 Bradford Publishing, 1743 Wazee St., Denver, CO 80202 — (303) 292 -2500 — 8 -98 111111 IIIII IIIII 1111111 III 111111 111111 III l 1111 Ilia 1271059 03/31/1999 03.10P TD Chris C. Mu oz 2 of 2 R 11.00 D 0.00 Pueblo Cty Clk $ Rea. And the grantor, for its successors and assigns, covenants and agrees to and with the Public Trustee, that at the time of the ensealing of and delivery of these presents it is well seized of the said land and tenements in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; and that the same are free and clear of all liens and encumbrances whatever, except covenants, reservations, restrictions and easements of record. The grantor shall and will Warrant and Forever Defend the above bargained property in the quiet and peaceable possession of the Public Trustee, against all and every person or persons lawfully claiming or to claim the whole or any part thereof. Until payment in full of the indebtedness, the grantor shall timely pay all taxes and assessments levied on the property; any and all amounts due on account of principal and interest or other sums on any senior encumbrances, if any; and will keep all improvements on said lands in good repair insured against any casualty loss, including extended coverage, by a company or companies meeting the net worth requirements of the beneficiary hereof in an amount not less than the then total indebtedness, including senior encumbrances. Each policy shall contain a loss payable clause naming the beneficiary as mortgagee and shall further provide that the insurance may not be canceled upon less than ten days written notice to the beneficiary. At the option of the beneficiary, the original policy or policies of insurance shall be delivered to the beneficiary as further security for the indebtedness. Should the grantor fail to insure and deliver the policies or to pay taxes or assessments as the same fall due, or to keep the property in good repair, or to pay any amounts payable upon senior encumbrances, if any, the beneficiary may make such repairs or any such payments or procure any such insurance without being required to do so, and all monies so paid with interest thereon at the rate of 12 % per annum shall be added to and become a part of the indebtedness secured by this Deed of Trust and may be paid out of the proceeds of the sale of the property, if not paid by the grantor. In addition, and at its option, the beneficiary may declare the indebtedness secured hereby and this Deed of Trust to be in default for failure to procure insurance or make any payments or repairs required by this paragraph. AND THAT IN CASE OF ANY DEFAULT, Whereby the right of foreclosure occurs hereunder, the Public Trustee or the holder of said note or certificate of purchase, shall at once become entitled to the possession, use and enjoyment of the property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any there be: and such Possession shall at once be delivered to the Public Trustee or the holder of said note or certificate of purchase on request, and on refusal, the delivery of such possession may be enforced by the Public Trustee or the holder of said note or certificate of purchase by any appropriate civil suit or proceeding, and the Public Trustee, or the holder of said note or certificate of purchase, or any thereof, shall be entitled to a Receiver for said property, and of the rents, issues and profits thereof, after such default, including the time covered by foreclosure proceedings and the period of redemption, if any there be, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the grantor or of the then owner of said property and without regard to the value thereof, and such Receiver may be appointed by any court of competent jurisdiction upon ex parte application and without notice — notice being hereby expressly waived — and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver to the payment of the indebtedness hereby secured, according to the law and the orders and directions of the court. AND, That in case of default in any of said payments of principal or interest, according to the tenor and effect of said promissory note aforesaid, or any of them, or any part thereof, or of a breach or violation of any of the covenants or agreements herein, by the grantor, its successors or assigns, then and in that case the whole of said principal sum hereby secured, and the interest thereon to the time of the sale, may at once, at the option of the legal holder thereof, become due and payable, and the said property be sold in the manner and with the same effect as if said indebtedness had matured, and that if foreclosure be made by the Public Trustee, aKKm mx0C a reasonable attorney fee for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the cos of foreclosure, and if foreclosure be made through the courts a reasonable attorney's fee shall be taxed by the court as a part of the cost of such foreclosure proceedings. It is further expressly understood and agreed that all the covenants and agreements herein contained shall extend to and be binding upon the successors and assigns of the respective parties hereto. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN WITNESS WHEREOF, the grantor has caused its corporate name to be hereunto subscribed by its President, and its corporate seal to be hereunto affixed, attested by its Secretary on the day first written above. SAMPLE CENTER REALTY COLORADO, ATTEST: NC . ecr y 2 (SEAL) President State of Colorado `/ ss. County of �ke G4 The foregoing jpstrument was acknowledged before me this day of A D by ,L i (�/ as President, and �L I, assecretaryof Sample Center Realty Colorado, Inc. _ ``s. i1uf0 Witness my hand and seal. b fic My commission expires: Name and Address of Person Creating Newly Created Legal Description (§ 38- 35- 106.5, C.R.S.) \ ��� • �. • e _,r T% D U ED L� ED City of Pueblo OFFICE OF THE CITY ATTORNEY 127 Thatcher Building PUEBLO, COLORADO 81003 MEMORANDUM TO: Gina Dutcher, City Clerk FROM: City Attorney RE: Chemical Marketing Concepts DATE: February 9, 1999 We received today from Chemical Marketing Concept's attorney the following executed documents: (a) Agreement dated November 23, 1998. The Agreement should be executed by City officials and retained in your files. Do not execute the Warranty Deed attached as Exhibit A to the Agreement. Please forward a signed copy to me. -) 4t (b) Warranty Deed. Please have City officials sign and return to me. Do not record at this time. If you have any questions, please call me. Very truly yours, Thomas E. a er sm enc. LEO S. ALTMAN JOHN J. KEILBACH WM. DAVID LYTLE JAMES S. OLIVER DAVID E. WARE ALTMAN, KEILBACH, LYTLE, PARLAPIANO & WARE, P. C ATTORNEYS AT LAW 229 COLORADO AVENUE P. O. Box 333 PUEBLO, COLORADO 81002 (719) 545 -7325 FAx NO. 719- 545 -9437 E -MAIL ADDRESS: Altman ®rmi.net March 26, 1999 Ms. Gina Dutcher City Clerk City Hall Pueblo, CO 81003 Dear Ms. Dutcher: Re: Chemical Marketing Concepts, Inc. It 4 JAMES W. PRESTON (1876 -1966) DAVID A. PRESTON (1914 -1973) OF COUNSEL DAVID C. PARLAPIANO Enclosed are the Resolutions from Chemical Marketing Concepts, Inc. and Sample Center Realty Colorado, Inc. with original signatures approving agreement and authorizing officers to execute and deliver agreement. Copies of these Resolutions have been previously provided to Mr. Martin and Mr. Jagger. An expedited filing Request for Application for Authority to do business in Colorado for Chemical Marketing Concepts, Inc. was fax filed to the Colorado Secretary of State on March 16, 1999. A copy of these documents are attached for your reference. The Secretary of State has not returned the filed document. Upon receipt this document will immediately be forwarded to you. Also enclosed is the original letter from Bassett Construction Company respecting construction of the above referenced project. If you need anything further, please feel free to contact me. Ms. Gina Dutcher Page 2 March 26, 1999 Thank you for your cooperation in this matter. V ry tr our , Wm. t e cc: Mr. Billy Martin Mr. Thomas E. Jagger WDUdlw Encs. CHEMICAL MARKETING CONCEPTS, INC. A Connecticut Corporation RESOLUTION The following Resolution was adopted by Chemical Marketing Concepts, Inc. on October 14, 1998: The Corporation is hereby authorized to enter into an agreement with Pueblo, a municipal corporation, for the development of a business facility in Pueblo County, Colorado in the form attached to this Resolution and to do all things necessary and incidental thereto and David Begin as President is authorized to sign such agreement and any documents necessary for the implementation of the agreement and Deborah Pritchard as Secretary is authorized to execute as Secretary and attest the agreement and any documents related thereto. I do hereby certify that the foregoing resolution was adopted by the Corporation on October 14, 1998 and remains in full force and effect. �Id 41-- A 4 ecretary Chemical Marketing Concepts, Inc. STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing was subscribed and sworn to before me this ay of March, 1999 by Deborah Pritchard as Secretary of Chemical Marketing Concepts, Inc. My commission expires Notary Public SAMPLE CENTER REALTY COLORADO, INC. A Colorado Corporation RESOLUTION The following Resolution was adopted by Sample Center Realty Colorado, Inc. on October 14, 1998: The Corporation is hereby authorized to enter into an agreement with Pueblo, a municipal corporation, for the development of a business facility in Pueblo County, Colorado in the form attached to this Resolution and to do all things necessary and incidental thereto and David Begin as President is authorized to sign such agreement and any documents necessary for the implementation of the agreement and Deborah Pritchard as Secretary is authorized to execute as Secretary and attest the agreement and any documents related thereto. I do hereby certify that the foregoing resolution was adopted by the Corporation on October 14, 1998 and remains in full force and effect. Secretary Sample Center Realty Colorado, Inc. STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing was subscribed and sworn to before me this day of March, 1999 by Deborah Pritchard as Secretary of Sample Center Realty Colorado, Inc. My commission expires "° ') Notary Public LEO S. ALTMAN JOHN J. xtILOACH WM. DAVIO LYTLE JAMES S. OLIVER DAVID E. WARE ALTMAN, KEILBACH, LYTLE, PARLAPIANO S WARE, P. C. ATTORNEYS AT LAW 229 COLORADO A%tmuE P. O. BOX 333 PUEBLO. COLORADO 61002 (719) 545-7325 FAx No. 719.545 -9437 JAMES W. PRESTON 11676.19661 E-MAIL ADDRESS: DAVID A. PRESTON (1914.1973) A %nm0m 1J1et OF COUNSEL DAVID C. PARLAPIANO Date: March 16, 1999 Please deliver the following fax transmission: NAME: Secretary of State COMPANY: FAX NO.: 303 - 894 -2242 FROM: Donna L. Walker MESSAGE: EXPEDITED FILING REQUEST and Prepaid Accou Form attached. A total of 5 page(s) including this cover sheet is being transmitted. If any part of this transmission is missing or unreadable, please call 719 - 545 -7325 NOTICE This message is intended only for the use of the individual or entity to which it is addressed, and may contain information that is privileged, confidential and exempt from disclosure under applicable law. If the reader of this message is not the intended recipient, you are hereby notified that any dissemination, distribution or copying of this communication is strictly prohibited. If you have received this communication in error, please notify us immediately by telephone, and return the original message to us at the above address via the US postal service. March 16, 1999 PRE -PAID ACCOUNT INFORMATION FORM COLORADO SECRETARY OF STATE NAME OF ACCOUNT HOLDER: ALTMAN, KEILBACH, LYTLE, PARLAPIANO & WARE, P.C. ACCOUNT NUMBER: CONTACT PERSON: NAME OF DOCUMENT SUBMITTED FOR FILING: FILING FEE: CLIENT ACCT INFO: PAP051293 Donna L. Walker EXPEDITED FILING REQUEST FOR APPLICATION FOR AUTHORITY $75.00 + Expedited fee Chemical Marketing Concepts FOR SECRETARY OF STATE'S USE TRANSACTION NUMBER: Please list the address you wish to have the transaction sheet mailed to. ALTMAN, KEILBACH, LYTLE, PARLAPIANO & WARE, P.C. 229 Colorado Avenue Pueblo, CO 81004 Mail to: Secretary of State Corporations Section Please include 1560 Broadway, Suite 200 self - addressed envelope Denver, CO 80202 (303) 894 -2251 MUST BE TYPED Fax (303) 894 -2242 FILING FEE: $75.00 MUST SUBMIT TWO COPIES APPLICATION FOR AUTHORITY Pursuant to the provisions of the Colorado Business Corporation Act, the undersigned corporation hereby applies for Authority to transact business in Colorado, and for that purpose submits the following statement: FIRST: The name of the corporation is CHEMICAL MARKETING CONCEPTS, INC. (Exact Corporation name must agree with the attached Certificate of Good Standing) SECOND: The name which it elects to use in Colorado is CHEMICAL MARKETING CONCEPTS, INC. (If its corporate name is not available for use in Colorado.) THIRD: It is incorporated under the laws of Connecticut (State of Incorporation) FOURTH: The date of its incorporation is 6/30/86 The period of duration is perpetual. FIFTH: The street address of its principal office(Include City, State and Zip Code) 200 Pickett District Road, New Milford, CT 06776 SIXTH: The street address of its proposed registered office in Colorado is 301 N. Main St., Suite 110 , Pueblo, CO 81003 and the name of its proposed registered agent in Colorado at that address is Otto DiBeneditto (Address must include building number and suite number, street (or rural route number] , town or city and zip code. Include a P.O. Box if mailing address is different from street address Signature of Registered Agent (may be in accompanying document) Date Business commenced or expects to commence transacting business in this state January 2, 1999 SEVENTH: The names and respective addresses of its directors and officers are: OFFICE NAME President David Begin Vice Pres Deborah Pritchard Secy Deborah Pritchard BUSINESS ADDRESS 200 Pickett District Road New Milford, CT 06776 200 Pickett District Road New Milford, CT 06776 200 Pickett District Road New Milford, CT 06776 Treas David Begin 200 Pickett District Road New Milford, CT 06776 Director David Begin 200 Pickett District Road New Milford, CT 06776 Director Deborah Pritchard 200 Pickett District Road New Milford, CT 06776 List additional Officers or Directors on a separate piece of paper. EIGHTH: This application MUST BE ACCOMPANIED BY A CERTIFICATE OF GOOD STANDING ISSUED BY THE JURISDICTION OF ITS I ORP ON AND D THIN NINETY (90) DAYS OF THE FILING OF THE APPLICATION. " �4 Signatur 0""ti Title ( ♦P.1 61,66 . Rw, 2/94 Office of the Secretary of the State of Connecticut I, the Connecticut Secretary of the State, and keeper of the seal thereof, DO HEREBY CERTIFY, that CHEMICAL MARKETING CONCEPTS, INC. a STOCK corporation under the Connecticut General Statutes was filed in this office on June 30, 1986. Insofar as the records of this office reveal, the corporation is in existence. Secretary of the State Date Issued: March 9, 1999 P. 01 TRA NSACTION REPORT MAR -18 -99 TUE 9:11 DATE START RECEIVER TX TIME PAGES TYPE NOTE MAR -18 9:07 13038942242 3'51" 5 SEND OK BASSETT CONSTRUCTION COMPANY C) 120 Dayton Avenue P.O. Box 173 Pueblo, Colorado 81002 Phone (719) 544 -6391 Fax (719) 544 -3902 March 26,1999 Pueblo City Clerk City Hall Pueblo, Colorado 81003 Attn: Ms. Gina Dutcher Re: Chemical Marketing Concepts Dear Ms. Dutcher: Please be advised that Bassett Construction Company is proceeding with the construction of the above referenced project with all due diligence. Bassett Construction Company started construction of the above referenced project on November 18,1998. At this date we are 82% complete as per our current and accepted billing. We currently have a scheduled completion date of May 10, 1999. We will complete this project within or ahead of this scheduled completion date, with the exclusion of any additional scope changes by the Owner. If you have any questions please feel free to contact this office. Sincerely BASSETT CONSTRUCTION COMPANY U,4ZA L - 16a-,*-7- - - Walter L. Bassett Jr. President GENERAL CONTRACTORS • INDUSTRIAL • COMMERCIAL "AN EQUAL EMPLOYMENT OPPORTUNITY EMPLOYER" SEP -25 - 98 FRI 9:13 ALTMAN KEILBACH FAX N0. 7195459437 _ ` � P.03 ARTICLES OF INCORPORATION SECRETARY OF STA 09 -25 -1998 10.16.214 I, the undersigned natural person of the age of eighteen years or more, acting as incorporator of a corporation under the Colorado Corporation Code, adopt the following Articles of Incorporation for such corporation: FIRST: The name of the corporation is SAMPLE CENTER REALTY COLORADO, INC. SECOND: The period of duration is perpetual. THIRD: The purpose for which the corporation is organized is any legal and lawful purpose pursuant to the Colorado Corporation Code. FOURTH: The aggregate number of shares which the corporation shall have the authority to issue is 50,000 and the par value of each share shall be no par. FIFTH: Cumulative voting shares of stock is not authorized. SIXTH: The address of the initial registered office of the corporation is 229 Colorado Avenue, Pueblo, Colorado 81004, and the name of its initial registered agent at such address is Wm. David Lytle, and said Wm. David Lytle, consents to appointment as registered agent by signing below. SEVENTH: Address of the place of business is 229 Colorado Avenue, Pueblo, Colorado 81004. EIGHTH: The number of Directors constituting the initial Board of Directors of the corporation is two, and the names and addresses of the persons who are to serve as Directors until the first annual meeting of shareholders or until their successors are elected and shall qualify are: Name Address David Begin 229 Colorado Avenue, Pueblo, CO 81004 Deborah Pritchard 229 Colorado Avenue, Pueblo, CO 81004 229 Colorad - //4 �; Incorporator dlw NINTH: The name and address of the incorporator is Wm. David Lytle, ,Avenue, Pueblo, Colorado 81004. l Q�s 61 -66 Rev. 2/94 Office of the Secretary of the State of Connecticut I, the Connecticut Secretary of the State, and keeper of the seal thereof, DO HEREBY CERTIFY, that CHEMICAL MARKETING CONCEPTS, INC. a STOCK corporation under the Connecticut General Statutes was filed in this office on June 30, 1986. Insofar as the records of this office reveal, the corporation is in existence. Secretary of the State Date Issued: March 9, 1999 4 ALTMAN, KEILBACH, LYTLE, PARLAPIANO & WARE, P. C. ATTORNEYS AT LAW 229 COLORADO AVENUE P. O. Box 333 PUEBLO, COLORADO 81002 (719) 545 -7325 FAx No. 719 -545 -9437 LEO S. ALTMAN JAMES W. PRESTON (1876 -1966) JOHN J. KEILBACH E-MAIL ADDRESS: DAVID A. PRESTON (1914 -1973) WM. DAVID LYTLE AltmanOrmi.net JAMES S. OLIVER OF COUNSEL DAVID E. WARE DAVID C. PARLAPIANO April 12, 1999 Ms. Gina Dutcher City Clerk City Hall Pueblo, CO 81003 Dear Ms. Dutcher: Re: Chemical Marketing Concepts, Inc. Attached is the Certificate of Authority from the Colorado Secretary of State for Chemical Marketing Concepts, Inc., a Connecticut Corporation authorized to do business in the State of Colorado. This document is for your files in connection with the agreement between Chemical Marketing Concepts, Inc., Sample Center Realty and the City of Pueblo. Please let me know if you need anything further. Thank you for your help in this matter. As, WDL /mrw Enclosure CERTIFICATE I, VICTORIA BUCKLEY, SECRETARY OF STATE OF THE STATE OF COLORADO HEREBY CERTIFY THAT ■ ACCORDING TO THE RECORDS OF THIS OFFICE CHEMICAL MARKETING CONCEPTS, INC. (CONNECTICUT CORPORATION) FILE # 19991059871 WAS FILED IN THIS OFFICE ON March 30, 1999 AND HAS COMPLIED WITH THE APPLICABLE PROVISIONS OF THE LAWS OF THE STATE OF COLORADO AND ON THIS DATE IS IN GOOD STANDING AND AUTHORIZED AND COMPETENT TO TRANSACT BUSINESS OR TO CONDUCT ITS AFFAIRS WITHIN THIS STATE. Dated: March 30, 1999 SECRETARY OF STATE a ■ DEPARTMENT OF STATE