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HomeMy WebLinkAbout09137RESOLUTION NO. 9137 A RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, PORTAL DRIVE ASSOCIATES, L.L.C. AND DILLON DRIVE ASSOCIATES, LLC RELATING TO TRANSPORTATION IMPACT FEES AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME WHEREAS, Portal Drive Associates, LLC was the developer of three separate subdivisions and entered into subdivision improvements agreements with respect to those subdivisions, and WHEREAS, the subdivision improvements agreements required among other things for the developer to pay certain sums toward the cost of road and highway improvements including signalization ( "transportation impact fee "); and WHEREAS, there is a dispute as to the amount of the outstanding balance of the transportation impact fees; and WHEREAS, subdivider has offered to transfer to the City approximately 57.61 acres of unimproved land along the Fountain Creek in lieu of paying the outstanding balance of the transportation impact fees; and WHEREAS, City administration is willing to accept the 57.61 acres of land in exchange for the outstanding balance of the transportation impact fees estimated by the City to be $196,000; NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1 The Agreement Regarding Transportation Impact Fees dated October 23, 2000 between the City of Pueblo, a municipal corporation, Portal Drive Associates, LLC, and Dillon Drive Associates, LLC (the "Agreement "), a copy of which is attached hereto, having been approved as to form by the City Attorney, is hereby approved and the conveyance of the land described therein to the City is hereby accepted. SECTION 2 The President of the City Council is hereby authorized to execute and deliver the Agreement in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. C ATTEST: City rk INTRODUCED: October 23, 2000 ich Golend Councilperson APP VED: President of the City Council -2- N OCTOBER 23, 2000 AGENDA - CITY COUNCIL BACKGROUND MEMORANDUM - RESOLUTION APPROVING AN AGREEMENT BETWEEN THE CITY OF PUEBLO, PORTAL DRIVE ASSOCIATES, LLC AND DILLON DRIVE ASSOCIATES, LLC RELATING TO TRANSPORTATION IMPACT FEES AND AUTHORIZING THE PRESIDENT OF THE CITY COUNCIL TO EXECUTE SAME The Resolution approves an Agreement dated October 23, 2000 between the City of Pueblo, Portal Drive Associates, LLC ('Developer ") and Dillon Drive Associates, LLC ( "Dillon ") relating to transportation impact fees ( "Agreement "). The Developer developed three separate subdivisions and entered into subdivision improvements agreements which required among other things that the Developer pay certain sums toward the cost of road and highway improvements including signalization ( "transportation impact fees "). The outstanding balance of the transportation impact fees are in dispute and the City estimates them to be $196,000. Developer and Dillon have offered to convey approximately 57.61 acres of land along the Fountain Creek owned by Dillon to the City in lieu of paying the outstanding balance of the transportation impact fees. City's administration is willing to accept the land subject to approval of its condition and title in exchange for the outstanding balance of the impact fees. The 57.61 acres of land is adjacent to City's other land along the Fountain Creek and will add to the City's ownership of Fountain Creek land. The Agreement also requires the Developer to complete deficient and incomplete improvements, describes those deficient and incomplete improvements, establishes the time frame for completion of the improvements, and provides for a letter of credit as security for the Developer's completion of those improvements. AGREEMENT REGARDING TRANSPORTATION IMPACT FEES This Agreement Regarding Transportation Impact Fees (the "Agreement ") is executed as of the 23rd day of October, 2000 (the "Execution Date ") by and among The City of Pueblo, Colorado, a Colorado municipal corporation (the "City "), Portal Drive Associates, L.C., a Texas limited liability company doing business in the State of Colorado as Portal Drive Associates, L.L.C., a Texas limited liability company ( "Developer "), and Dillon Drive Associates, L.L.C., a Texas limited liability company ( "Dillon "). City, Developer and Dillon are hereinafter sometimes collectively called the "Parties" and individually called a "Party." PREAMBLE This Agreement is executed with respect to the following facts, intentions and understandings: A. Developer has developed three (3) separate subdivisions (collectively referred to herein as the "Subdivisions" and individually referred to herein as a "Subdivision ") known as North Pueblo Commercial Park Filing No. 3 ( "Filing No. 3 "), North Pueblo Commercial Park Filing No. 4 ( "Filing No. 4 "), and North Pueblo Commercial Park Filing No. 5 ( "Filing No. 5 "), respectively, in the City of Pueblo, Pueblo County, Colorado. In connection with the development of the Subdivisions, Developer has entered into certain agreements and addendums (the "Subdivision Agreements ") with City pursuant to which Developer has agreed to pay certain sums toward the cost of road and highway improvements including signalization (the "Transportation Impact Fees ") to City. Reference here is made to the Subdivision Agreements for all purposes. B. Dillon is a wholly owned subsidiary of Developer. Developer, Dillon and City have agreed subject to the covenants of this Agreement that in lieu of paying the outstanding balance of the Transportation Impact Fees, Dillon will convey to City the real property described in Exhibit "A" attached hereto and made a part hereof for all purposes (the "Property "). AGREEMENT In consideration of the recitals contained in the Preamble and other valuable consideration each to the other in hand paid, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. On the Closing Date (hereinafter defined), Dillon will convey to City marketable fee simple title to the Property by general warranty deed in substantially the form attached as Exhibit "B" free of liens and encumbrances except general taxes for the year of closing. Title shall be subject to all easements, restrictions, reservations, agreements and covenants affecting the same, or any part thereof, as the same are shown of record in the office of the Pueblo County Clerk and Recorder. 2. Within twenty (20) days after Execution Date, Developer shall cause to be furnished to City, at Developer's expense, a current commitment for ALTA Owner's Policy (10- 17 -92) issued by Transnation Title Insurance Company in the amount of $196,000.00 together with legible copies of documents listed in the schedule of exemptions ( "Title Documents "). Developer shall cause the title insurance policy to be delivered to City as soon as practicable after Closing Date. 3. City, subject to its satisfaction of the physical condition of, and title to the Property, after reasonable investigation including the review of Title Documents, will accept Dillon's conveyance of the Property as payment in full of the balance of all Transportation Impact Fees and other impact fees owed to City in connection with the Subdivisions, regardless of whether such Transportation Impact Fees and other impact fees are owed by Developer, Dillon or their respective predecessors in title, successors, legal representatives or assigns, provided, however, that the foregoing provisions shall not require City to refund to Developer or any other person the $100,000.00 Transportation Impact Fees or other impact fees actually paid to City prior to the Execution Date. 4. As used in this Agreement, the term "Closing Date" shall mean thirty (30) calendar days after City notifies Developer and Dillon in writing that the physical condition of, and title to the Property are satisfactory to City, provided, however, that City's notice is given within sixty (60) days after receipt of the Title Documents. If City fails to timely notify Developer and Dillon that the physical condition of, or title to the Property are satisfactory to City, this Agreement shall terminate. If Dillon does not convey title to the Property to City as herein provided on or before Closing Date after timely receipt of City's notice that the condition of, and title to the Property are satisfactory to City, this Agreement shall terminate. Upon termination of the Agreement as provided in this paragraph 4 all parties shall be released from all obligations hereunder but not any obligation or responsibility under the Subdivision Agreements. 5. Within fifteen (15) days after Developer's receipt of City's notice that the physical condition of, and title to the Property are acceptable to City, Developer will commence to perform the following work (the "Work "); a. Developer will install rip -rap along Fountain Creek as shown on plans therefor previously approved in writing by City's Director of Public Works; b. Developer will remove silt deposits, reestablish design volume and certify by a Professional Land Surveyor, revegetate all disturbed areas and provide watering as needed to establish growth acceptable to City's Director of Public Works, and perform all necessary maintenance work on the detention basis located on Tract "A" of Filing No. 5; and, C. Developer will complete the repairs to curbs, gutters, sidewalks and roadway along Dillon Drive which are described in Exhibit "C" attached hereto and made a part hereof for all purposes. Developer shall complete the Work in a workmanlike manner and in compliance and accord- ance with plans and specifications therefor approved by City's Director of Public Works within one -2- hundred twenty (120) days after Execution Date, subject to delays resulting from adverse weather and other circumstances beyond Developer's control. The Work shall not be considered complete until and unless accepted in writing by City's Director of Public Works. City agrees to accept the Work, except the rip -rap along the Fountain Creek described in paragraph 5 above (the "Rip- Rap ") "AS IS" without warranty of any kind by the Developer. The Developer shall warrant the materials and workmanship of the Rip -Rap for a period of two (2) years after acceptance thereof by the City, provided that such warranty shall not cover damage to the Rip -Rap due to public abuse or acts of God but excluding water flow in the Fountain Creek which does not exceed the design criteria for the Rip -Rap which was incorporated in the plans referred to in paragraph 5(a) of the Agreement. If the Developer fails to complete the Work within the time specified, City will draw upon the Letter of Credit described in 6. below, and use the proceeds to complete the work. 6. Upon execution of this Agreement, Developer will cause to be issued to City a Letter of Credit in the amount of $150,000 issued by a financial institution located in the City of Pueblo for the performance and completion of the Work. The Letter of Credit shall be with such financial institution and in form and content approved by City. Upon receipt of such Letter of Credit, City will cause the initial Letter of Credit issued by Pueblo Bank and Trust Company in the amount of $208,575.00 with an extended expiration date of April 15, 2001 to be delivered to Developer, provided however, if the $150,000 Letter of Credit is not issued and delivered to City by November 30, 2000, City may draw upon the $208,575.00 Letter of Credit in an amount estimated by City's Director of Public Works as reasonably necessary and required for the performance and completion of the Work. 7. City and Developer agree that the Work described in 5(a), (b) and (c) above constitute all of the remaining deficient and incomplete subdivision improvements required by the Subdivision Agreements and upon completion of the Work and acceptance of the Work by the City, Developer shall not be obligated to construct any additional subdivision improvements to the Subdivisions, (except water and sewer services to Lots 3 and 4 of Filing No. 5 which are only required to be installed before building permits are issued) including without limitation, seeding any of the areas located North of Lot 1, Filing No. 5 and west of the railroad right of way. However, nothing contained in this Agreement shall release or discharge, nor be construed to release or discharge, Developer, its successors and assigns or the land and land owners within the Subdivisions from any obligation imposed by the Subdivision Agreements or Declaration of Covenants for the perpetual operation, maintenance and repair of storm water drainage structures, detention facilities and improvements located on Tract A of Filing No. 5 (including drainage facilities located in easements and railroad pipeline crossings located outside Filing No. 5), and improvements, service lines and facilities installed in easements shown on the plats of the Subdivisions. 8. Developer shall have the right and option exercisable prior to Closing Date to exclude from this Agreement a portion of the Property not to exceed ten (10) acres upon payment to City on Closing Date an amount equal to $196,000.00 divided by the number of acres in the Property, multiplied by the number of acres excluded. 9. This Agreement shall be binding upon and inure to the benefit of City, Developer, Dillon and all past and present owners of all or any part of the real property included in the Subdivisions and their respective heirs, successors, legal representatives and assigns. This Agreement shall be governed by and construed in accordance with the laws of the State of Colorado, and all obligations of the Parties shall be performable in Pueblo County, Colorado. Except as otherwise provided in paragraph 7 above, this Agreement supersedes any and all prior or contemporaneous agreements of the Parties with respect to the subject matter hereof, whether written or oral, express or implied, arising by operation of law or otherwise (including, without limitation, the Subdivision Agreements to the extent in conflict with or inconsistent with this Agreement). Time is of the essence to this Agreement and the obligations of the Parties hereunder. 10. In the event of any litigation arising out of this Agreement or its interpretation, the Court shall award to the prevailing party in addition to damages and any other relief, the prevailing party's costs and expenses, including reasonable attorney fees. Venue for any such action shall be in Pueblo County, Colorado. 11. Any notice permitted or required to be given under this Agreement shall be deemed given if personally served, or mailed by United States certified mail, postage prepaid, addressed a. if to City: Director of Public Works, City of Pueblo, 211 East "D" Street, Pueblo, Colorado, 81003, and Thomas E. Jagger, City Attorney, 127 Thatcher Building, Pueblo, Colorado, 81003, b. if to Developer or Dillon: Robert G. Muzyka, Jr., 2574 74th Street, Suite 210, Lubbock, Texas, 79423, or such other address as either party may designate by written notice given to the other parties as above provided. Executed as of the day and year first above written. DEVELOPER: PORTAL DRIVE ASSOCIATES, L.C., a Texas limited liability company doing business in Colorado as PORTAL DRIVE ASSOCIATES, L.L.C., a Texas limited liability co-m, ppany B a DILLON: DILLON DRIVE ASSOCIATES, L.L.C., a Texas limited liability company 0 By Its THE STATE OF TEXAS ) ) ss. COUNTY OF LUBBOCK ) CITY: TH F C TY OF PUE LO, COLORADO a to ado mun'� i al gorporation Y rX 11 V, I k,A Its President of City Council The foregoing instrument was acknowledged before me on the day of , 2000, by . M Z , Authorized Member of Portal Drive Associates, L.C., a Texas limited liability com any doing business in Colorado as Portal Drive Associates, L.L.C., a Texas limited liability company, on behalf of said Company. LAURIE LEE DUNN *rint ub ic, St e of Texas •' Notary Public, State of Texas ame: �����' L ••• • 12-W2003 Commission expires: /Z-6a- b ? THE STATE OF TEXAS ) ) ss. COUNTY OF LUBBOCK ) - IL- The foregoing instrument was acknowledged before me on the day of 2000, by p = (. Q�' &- N( (( ,r.q &X , Authorized Member of Dillon Drive Associates, L.L.C., a Texas limited liability co any; on behalf of said Company. _ cma�imamo LAURIE LEE DUNN i , •»� Notary Puaiic, State of Texas My COM.Mi8sky, 'Expires v A tart' I'Liblic, t ,T Printed Name: Commission expires: -5- THE STATE OF COLORADO )ss. COUNTY OF PUEBLO The foregoing instrument was acknowledged before me on the 24th day of October , 2000, by Corinne Koehler, as President of the City Council of the City of Pueblo, Colorado, a Colorado m My C-on, rrnsiul on, on behalf of said corporation. otaryy Public, State of Colorado Printed Name: Lorene M. Santistevan Commission expires: 8-21-2003 KIII 0. 1 O My C-on, rrnsiul on, on behalf of said corporation. otaryy Public, State of Colorado Printed Name: Lorene M. Santistevan Commission expires: 8-21-2003 KIII "EXHIBIT A" LEGAL DESCRIPTION All of that certain real property (the "Property ") described as follows: That portion of the following described property which lies East of the Easterly right of way line of the Denver & Rio Grande Railroad: W1 /2 of the NW1 /4 and the W1 /4 of the E1 /2 of the NW1 /4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado AND E1 /4 of the SE1 /4 of the NEl /4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado EXCEPTING from the above two parcels, a tract of land deed to E. Waverly and S. Hindman by a deed recorded December 31, 1888 in Book 62 at Page 588 AND EXCEPTING a parcel deed to Associated Ornithologists, Ltd. by instrument recorded May 16,1972 in Book 1717 at Page 772 AND EXCEPTING from said Section 13 described above the South 60 feet for road f wo, A tract of land in the S1 /2SE1 /4NE1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado described as follows: COMMENCING at the Southeast corner of the West 3/4 of the said SE1 /4NE1/4 Section 13, running thence West along the South line of the said SEl /4NE1/4 Section 13 to the East line of the right of way of the Denver & Santa Fe Railway, thence Northeasterly along the said East line of the said right of way to the North boundary of the Sl /2SE1 /4NE1 /4 Section 13, thence Easterly along the North line of said West 3/4 of S1 /2SE1 /4NE1 /4 Section 13 to the Northeast corner thereof, thence South along the Easterly line of said tract to the POINT OF BEGINNING, EXCEPTING the South 60 feet for road. SAVE AND EXCEPT, and the Property shall not include, any portion of the foregoing tracts lying within the right -of -way of Dillon Drive or included in Parcel A and Parcel B of this Exhibit, said Parcel A and Parcel B, respectively, being further described as follows: Exhibit A - Page 1 of 2 PARCEL A: A PARCEL OF LAND BEING PORTION OF THE NORTHEAST QUARTER OF SECTION 13, TOWNSHIP 20 SOUTH, RANGE 65 WEST AND THE NORTHWEST QUARTER OF SECTION 18, TOWNSHIP 20 SOUTH, RANGE 64 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF PUEBLO, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE WEST QUARTER CORNER OF SECTION 18, SAID POINT BEING AN AXLE IN A RANGE BOX, THENCE N89 - 26 "E ON THE SOUTH LINE OF SAID NORTHWEST QUARTER, A DISTANCE OF 792.32 FEET TO A POINT ON THE EASTERLY RIGHT -OF -WAY LINE OF 40TH STREET, SAID POINT BEING THE POINT OF BEGINNING; THENCE ON THE EASTERLY AND NORTHERLY RIGHT -OF -WAY LINE OF 40TH STREET AND THE NORTHEASTERLY RIGHT -OF -WAY LINE OF DILLON DRIVE THE FOLLOWING NINE (9) COURSES: 1. N 00'28'56 "E, A DISTANCE OF 105.25 FEET TO A POINT OF CURVE; 2. ON THE ARC OF A CURVE TO THE LEFT , HAVING A DELTA OF 109'34'27 ", A RADIUS OF 96.78 FEET, A DISTANCE OF 185.09 FEET TO A POINT; 3. S70'54'35 "E A DISTANCE OF 51.22 FEET, 4. S89'48'48 "W A DISTANCE OF 147.64 FEET; 5. N26'25'24 "W, A DISTANCE OF 147.63 FEET TO A POINT OF CURVE; 6. ON THE ARC OF A CURVE TO THE LEFT, HAVING A DELTA OF 35'00'00", A RADIUS OF 856.30 FEET, A DISTANCE OF 523.08 FEET TO A POINT OF TANGENT; 7. N61'26'20 "W, A DISTANCE OF 58.19 FEET; 8. N63'54'51 "W, A DISTANCE OF 137.90 FEET; 9. N71'07'25 "W, A DISTANCE OF 43.49 FEET TO A POINT ON THE EASTERLY RIGHT -OF- WAY LINE OF THE DENVER AND RIO GRANDE RAILROAD; THENCE N23'32'41 "E, ON SAID EASTERLY LINE A DISTANCE OF 468.52 FEET; THENCE S66'27'19 "E, A DISTANCE OF 1055.38 FEET; THENCE S01'19'05 "E, A DISTANCE OF 794.06 FEET TO A POINT ON THE SOUTH LINE OF SAID NORTHWEST QUARTER; THENCE S89'59'26 "W, A DISTANCE OF 210.29 FEET TO THE POINT OF BEGINNING. PARCEL 8: A PARCEL OF LAND BEING PORTION OF THE NORTHEAST QUARTER OF SECTION 13, TOWNSHIP 20 SOUTH, RANGE 65 WEST AND THE NORTHWEST QUARTER OF SECTION 18, TOWNSHIP 20 SOUTH, RANGE 64 WEST OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF PUEBLO, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT A POINT MARKED BY AN AXLE IN RANGE BOX AT THE EAST QUARTER CORNER OF SECTION 13; THENCE N 00'25'23 "W, ON THE EAST LINE OF SAID SECTION 13 A DISTANCE OF 60.01 FEET; THENCE S88'34'38 "W, PARALLEL TO THE SOUTH LINE OF THE NORTHEAST QUARTER OF SECTION 13 A DISTANCE OF 465.35 FEET TO A POINT ON THE EASTERLY RIGHT -OF -WAY LINE OF THE DENVER AND RIO GRANDE RAILROAD, SAID POINT BEING A POINT ON CURVE; THENCE ON THE ARC OF A CURVE TO THE RIGHT, WHOSE CENTER BEARS S75'47'26 "E, HAVING A DELTA OF 09'20'07 ", A RADIUS OF 1806.25 FEET, A DISTANCE OF 294.30 FEET TO A POINT OF TANGENT; THENCE CONTAINING ON SAID RIGHT - OF -WAY N23'32'41 "E, A DISTANCE OF 143.62 FEET TO A POINT ON THE SOUTHWESTERLY RIGHT -OF -WAY LINE OF DILLON DRIVE AND THE NORTHWESTERLY RIGHT -OF WAY LINE OF 40TH STREET THE FOLLOWING EIGHT (8) COURSES: 1. S66'26'45 "E, A DISTANCE OF 118.16 FEET; 2. S73'31'50 "E, A DISTANCE OF 210.80 FEET; 3. S 65'51'46 "E, A DISTANCE OF 64.09 FEET TO A POINT OF CURVE; 4. ON THE ARC OF A CURVE TO THE RIGHT, HAVING A DELTA OF 39'01'16 ", A RADIUS OF 426.14 FEET, A DISTANCE OF 290.22 FEET; 5. S26'24'11 "W, A DISTANCE OF 48.36 FEET; 6. S69'39'22 "W, A DISTANCE OF 70.19 FEET; 7. S45'32'06 "W, A DISTANCE OF 50.97 FEET; 8. S79'39'1 5 "W, A DISTANCE OF 140.34 FEET TO THE POINT OF BEGINNING. Exhibit A - Page 2 of 2 WARRANTY DEED TI IIS DEED, dated between a corporation duly organized and existing under and by virtue of the laws of the State of grantor, and whose legal address is of the 'County of and State of grantee: WITNESS that the grantor, for and in consideration of the sum of DOLLARS, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the grantee, his heirs and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of and State of Colorado, described as follows: also known by street and number as: assessor's schedule or parcel number: TOGETHER with all and singular the hereditamenls and appurtenances thereunto belonging, or in anywise appertaining, the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances; TO ILWE AND TO IIOLD the said premises above bargained and described, with the appurtenances, unto the grantee, his heirs and assigns forever. The grantor, for itself, its successors and assigns, does covenant, grant, bargain and agree to and with the grantee, his heirs and assigns, that at the time of the cnscaling and delivery of these presents, it is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except The grantor shall and will WARRANT AND FOREVER DEFEND the above bargained premises in the quiet and peaceable possession of the grantee, his heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. The singular number shall include the plural, the plural the singular, and the use of any gender shall be applicable to all genders. IN 1V1TNE,SS WI IEREOF, 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, the day and year first above written. Attest s..:rctary By Presidem STATE OF COLORADO 1 1 1 ss. County of The foregoing instrument was acknowledged before me this day of b as President and as Secretary of a corporation. Witness my hand and official seal. My commission expires: l *If in Dcnvcr, insert "City and ", Nanry Public �. Name and Address of Person Creating Neely Created Ugal Description (§ 38 38.3 it 06.5. CR.S.1 No. 40B. Rev. 3 -98. WARRANTY DEED (Corporation) Bradford Publishing. 1743 q'azee St., Dcmcr. CO 8020'_ — (303) 292.2500 — 1 -99 EXHIBIT "B" July 24, 2000 Page 1 of 2 EXHIBIT C NORTH PUEBLO COMMERCIAL PARK FILING NOS: 3, 4, & 5 ITEM# 1 2. DESCRIPTION EST. QTY /UNIT Remove /replace curb & gutter 328 LF 3) Sta 4 +00 1) Sta 0 +75 Left 5 ft. 2) Sta 1 +40 Right 5 ft. 3) Sta 2 +75 Right 25 ft 4) Sta 6 +25 Right 10 ft. 5) Sta 6 +75 (7 ") Right 10 ft. 6) Sta 8 +10 (7 ") Right 10 ft. 7) Sta 8 +25 Left 15 ft. 8) Sta 8 +45 Right 10 ft. 9) Sta 12 +30 Right 15 ft. 10) Sta 14 +50 Left 15 ft. 11) Sta 15 +10 Right 11 ft. 12) Sta 15 +25 Left 12 ft. 13) Sta 16 +10 (island) Left 80 ft. 14) Sta 15 +50 Right 15 ft. 15) Sta 16 +75 Left 10 ft. 16) Sta 16 +80 Right 20 ft. 17) Sta 17 +25 Left 10 ft. 18) Sta 17 +30 Right 20 ft. 19) Sta 17 +70 Right 30 ft. Remove /replace sidewalk (6ft x 4in) 645 SF 1) Sta 2 +75 Right 2) Sta 3 +75 Right 3) Sta 4 +00 Right 4) Sta 4 +75 Right 5) Sta 8 +25 Right 6) Sta 8 +65 Right 7) Sta 15 +10 (catch basin) Left 8) Sta 15 +40 (island) Right 9) Sta 16 +10 (island) Left 10) Sta 16 +50 Right 11) Sta 17 +50 Left 12) Sta 18 +00 Left 90 sf 60 sf 60 sf 60 sf 50 sf 30 sf 60 sf 40 sf 90 sf 40 sf 35 sf 30 sf 3. Remove /replace sidewalk (6 ft. x 6 in) 300 sf 1) Sta 0 +15 (handicap ramp) Right 2) Sta 7 +00 (handicap ramp) Right 100 sf 200 sf July 24, 2000 Page 2 of 2 EXHIBIT C NORTH PUEBLO COMMERIAL PARK FILING NOS: 3, 4, & 5 ITEM# DESCRIPTION EST. QTY/UNIT 4. Remove /replace 7' reinforced concrete 150 sf 1) Sta 0 +15 Right 70 sf 2) Sta 15 +65 Right 80 sf 5. Various skin patches on utility trenches, etc. 1) Sta 0 +15 Right 3 sy 2) Sta 0 +15 (water manhole) Left 4 sy 3) Sta 6 +75 rough water valves Right 300 sy 4) Sta 7 +50 e.side behind pan Right 10 sy 5) Sta 8 +75 (bus stop) Right 50 sy 6) Sta 9 +90 water service Right 40 sy 7) Sta 13 +85 adjacent to c & g Left 3 sy 8) Sta 14 +25 pavement failure Left 9) Sta 14 +60 rutting Right 12 sy 10) Sta 15 +00 low storm sewer Right 2 sy 11) Sta 15 +10 rough Right 2 sy 12) Sta 16 +10 (island)pavement fail. Left 2 sy 13) Sta 16 +25 pavement failure Left 10 sy 14) Sta 16 +40 pavement failure Left 2 sy 15) Sta 15 +50 thru 16 +25 (Lane) Right 100 sy 6. Asphalt overlay (2" avg. thickness) As required (Intersection to subline) 7. Raise manholes (2) to grade & all water valves 2 ea 8. Traffic Markings Crosswalk Bars 400 sf Striping 300 sf 9. Sta 12 +75 to Sta 15 +25 Right Provide timber curb to contain landscape rock adjacent to sidewalk 2 D D O 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: Resolution No. 9137 DATE: December 28, 2000 —11- 4..%`, C ITyCLF,�,�ls Oi FI DEC 2 9 2000 PxC CC � We enclose the following documents to be kept with Resolution No. 9137 authorizing the purchase of the real property involved in this transaction: (a) Owner's Title Insurance Policy No. 7572292 issued by Transnation Title Insurance Company under date ,of December 12, 2000. (b) Warranty Deed recorded December 12, 2000 as instrument number 1361947 conveying title to the real property to the City. (c) The following closing documents: 1. Seller's Closing Statement 2. Buyer's Closing Statement 3. Final Affidavit and Indemnity 4. Real Estate Tax Agreement 5. Real Property Transfer Declaration with Attachment Very truly yours, Thomas ger sm encs. U T ISSUED BY TRANSNATION TITLE INSURANCE COMPANY Transnation A LANDAMERICA COMPANY OWNER'S POLICY OF TITLE INSURANCE SUBJECT TO THE EXCLUSIONS FROM COVERAGE, THE EXCEPTIONS FROM COVERAGE CONTAINED IN SCHEDULE B AND THE CONDITIONS AND STIPULATIONS, TRANSNATION TITLE INSURANCE COMPANY, an Arizona corporation, herein called the Company, insures, as of Date of Policy shown in Schedule A, against loss or damage, not exceeding the Amount of Insurance stated in Schedule A, sustained or incurred by the insured by reason of: I. Title to the estate or interest described in Schedule A being vested other than as stated therein; 2. Any defect in or lien or encumbrance on the title; 3. Unmarketability of the title; 4. Lack of a right of access to and from the land. The Company will also pay the costs, attorneys' fees and expenses incurred in defense of the title, as insured, but only to the extent provided in the Conditions and Stipulations. IN WITNESS WHEREOF, TRANSNATION TITLE INSURANCE COMPANY has caused its corporate name and seal to be hereunto affixed by its duly authorized officers, the Policy to become valid when countersigned by an authorized officer or agent of the Company. TRANSNATION TITLE INSURANCE COMPANY Attest: G✓ Secretary By: President EXCLUSIONS FROM COVERAGE The following matters are expressly excluded from the coverage of this policy and the Company will not pay loss or damage, costs, attorneys' fees or expenses which arise by reason of: I . (a) Any law, ordinance or governmental regulation (including but not limited to building and zoning laws, ordinances, or regulations) restricting, regulating, prohibiting or relating to (i) the occupancy, use, or enjoyment of the land; (ii) the character, dimensions or location of any improve- ment now or hereafter erected on the land; (iii) a separation in ownership or a change in the dimensions or area of the land or any parcel of which the land is or was a part; or (iv) environmental protection, or the affect of any violation of these laws, ordinances or governmental regula- tions, except to the extent that a notice of the enforcement thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. (b) Any governmental police power not excluded by (a) above, except to the extent that a notice of the exercise thereof or a notice of a defect, lien or encumbrance resulting from a violation or alleged violation affecting the land has been recorded in the public records at Date of Policy. 2. Rights of eminent domain unless notice of the exercise thereof has been recorded in the public records at Date of Policy, but not excluding from coverage any taking which has occurred prior to Date of Policy which would be binding on the rights of a purchaser for value without knowledge. 3. Defects, liens, encumbrances, adverse claims or other matters: (a) created, suffered, assumed or agreed to by the insured claimant; (b) not known to the Company, not recorded in the public records at Date of Policy, but known to the insured claimant and not disclosed in writing to the Company by the insured claimant prior to the date the insured claimant became an insured under this policy; (c) resulting in no loss or damage to the insured claimant; (d) attaching or created subsequent to Date of Policy; or (e) resulting in loss or damage which would not have been sustained if the insured claimant had paid value for the estate or interest insured by this policy. 4. Any claim, which arises out of the transaction vesting in the Insured the estate or interest insured by this policy, by reason of the operation of federal bankruptcy, state insolvency, or similar creditors' rights laws, that is based on: (a) the transaction creating the estate or interest insured by this policy being deemed a fraudulent conveyance or fraudulent transfer; or (b) the transaction creating the estate or interest insured by this policy being deemed a preferential transfer except where the preferential transfer results from the failure: (i) to timely record the instrument of transfer; or (ii) of such recordation to impart notice to a purchaser for value or a judgment or lien creditor. NM 1 PA 10 ALTA Owner's Policy (10- 17 -92) Face Page Form 1190 -56 ORIGINAL Valid Only If Schedules A and B and Cover Are Attached CONDITIONS AND STIPULATIONS 1. DEFINITION OF TERMS. The following terms when used in this policy mean (a) "insured ": the insured named in Schedule A, and, subject to any rights or defenses the Company would have had against the named insured, those who succeed to the interest of the named insured by operation of law as distinguished from purchase including, but not limited to, heirs, distributees, devisees, survivors, personal representatives, next of kin, or corporate or fiduciary successors. (b) "insured claimant ": an insured claiming loss or damage. (c) "knowledge" or "known ": actual knowledge, not constructive knowledge or notice which may be imputed to an insured by reason of the public records as defined in this policy or any other records which impart constructive notice of matters affecting the land. (d) "land ": the land described or referred to in Schedule A, and improvements affixed thereto which by law constitute real property. The term "land" does not include any property beyond the lines of the area described or referred to in Schedule A, nor any right , title, interest, estate or easement in abutting streets, roads, avenues, alleys, lanes, ways or waterways, but nothing herein shall modify or limit the extent to which a right of access to and from the land is insured by this policy. (e) "mortgage ": mortgage, deed of trust, trust deed, or other security instrument. (f) "public records ": records established under state statutes at Date of Policy for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without knowledge. With respect to Section 1(a) (iv) of the Exclusions From Coverage, "public records" shall also include environmental protection liens filed in the records of the clerk of the United States district court for the district in which the land is located. (g) "unmarketability of the title ": an alleged or apparent matter affecting the title to the land, not excluded or excepted from coverage, which would entitle a purchaser of the estate or interest described in Schedule A to be released from the obligation to purchase by virtue of a contractual condition requiring the delivery of marketable title. 2. CONTINUATION OF INSURANCE AFTER CONVEYANCE OF TITLE. The coverage of this policy shall continue in force as of Date of Policy in favor of an insured only so long as the insured retains an estate or interest in the land, or holds an indebtedness secured by a purchase money mortgage given by a purchaser from the insured, or only so long as the insured shall have liability by reason of covenants of warranty made by the insured in any transfer or conveyance of the estate or interest. This policy shall not continue in force in favor of any purchaser from the insured of either (i) an estate or interest in the land, or (ii) an indebtedness secured by a purchase money mortgage given to the insured. 3. NOTICE OF CLAIM TO BE GIVEN BY INSURED CLAIMANT. The insured shall notify the Company promptly in writing (i) in case of any litigation as set forth in Section 4(a) below, (ii) in case knowledge shall come to an insured hereunder of any claim of title or interest which is adverse to the title to the estate or interest, as insured, and which might cause loss or damage for which the Company may be liable by virtue of this policy, or (iii) if title to the estate or interest, as insured, is rejected as unmarketable. If prompt notice shall not be given to the Company, then as to the insured all liability of the Company shall terminate with regard to the matter or matters for which prompt notice is required; provided, however, that failure to notify the Company shall in no case prejudice the rights of any insured under this policy unless the Company shall be prejudiced by the failure and then only to the extent of the prejudice. 4. DEFENSE AND PROSECUTION OF ACTIONS; DUTY OF INSURED CLAIMANT TO COOPERATE. (a) Upon written request by the insured and subject to the options contained in Section 6 of these Conditions and Stipulations, the Company, at its own cost and without unreasonable delay, shall provide for the defense of an insured in litigation in which any third party asserts a claim adverse to the title or interest as insured, but only as to those stated causes of action alleging a defect, lien or encumbrance or other matter insured against by this policy. The Company shall have the right to select counsel of its choice (subject to the right of the insured to object for reasonable cause) to represent the insured as to those stated causes of action and shall not be liable for and will not pay the fees of any other counsel. The Company will not pay any fees, costs or expenses incurred by the insured in the defense of those causes of action which allege matters not insured against by this policy. (b) The Company shall have the right, at its own cost, to institute and prosecute any action or proceeding or to do any other act which in its opinion may be necessary or desirable to establish the title to the estate or interest, as insured, or to prevent or reduce loss or damage to the insured. The Company may take any appropriate action under the terms of this policy, whether or not it shall be liable hereunder, and shall not thereby concede liability or waive any provision of this policy. If the Company shall exercise its rights under this paragraph, it shall do so diligently. (c) Whenever the Company shall have brought an action or interposed a defense as required or permitted by the provisions of this policy, the Company may pursue any litigation to final determination by a court of competent jurisdiction and expressly reserves the right, in its sole discretion, to appeal from any adverse judgment or order. (d) In all cases where this policy permits or requires the Company to prosecute or provide for the defense of any action or proceeding, the insured shall secure to the Company the right to so prosecute or provide defense in the action or proceeding, and all appeals therein, and permit the Company to use, at its option, the, name of the insured for this purpose. Whenever requested by the Company, the insured, at the Company's expense, shall give the Company all reasonable aid (i) in any action or proceeding, securing evidence, obtaining witnesses, prosecuting or defending the action or proceeding, or effecting settlement, and (ii) in any other lawful act which in the opinion of the Company may be necessary or desirable to establish the title to the estate or interest as insured. If the Company is prejudiced by the failure of the insured to furnish the required cooperation, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such cooperation. 5. PROOF OF LOSS OR DAMAGE. In addition to and after the notices required under Section 3 of these Conditions and Stipulations have been provided the Company, a proof of loss or damage signed and sworn to by the insured claimant shall be furnished to the Company within 90 days after the insured claimant shall ascertain the facts giving rise to the loss or damage. The proof of loss or damage shall describe the defect in, or lien or encumbrance on the title, or other matter insured against by this policy which constitutes the basis of loss or damage and shall state, to the extent possible, the basis of calculating the amount of the loss or damage. If the Company is prejudiced by the failure of the insured claimant to provide the required proof of loss or damage, the Company's obligations to the insured under the policy shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, with regard to the matter or matters requiring such proof of loss or damage. In addition, the insured claimant may reasonably be required to submit to examination under oath by any authorized representative of the Company and shall produce for examination, inspection and copying, at such reasonable times and places as may be designated by any authorized representative of the Company, all records, books, ledgers, checks, correspondence and memoranda, whether bearing a date before or after Date of Policy, which reasonably pertain to the loss or damage. Further, if requested by any authorized representative of the Company , the insured claimant shall grant its permission, in writing, for any authorized representative of the Company to examine , inspect and copy all records, books, ledgers, checks, correspondence and memoranda in the custody or control of a third party, which reasonably pertain to the loss or damage. All information designated as confidential by the insured claimant provided to the Company pursuant to this Section shall not be disclosed to others unless, in the reasonable judgement of the Company, it is necessary in the administration of the claim. Failure of the insured claimant to submit for examination under oath. produce other reasonably requested information or grant permission to secure reasonably necessary information from third parties as required in this paragraph shall terminate any liability of the Company under this policy as to that claim. 6. OPTIONS TO PAY OR OTHERWISE SETTLE CLAIMS; TERMINATION OF LIABILITY. In case of a claim under this policy, the Company shall have the following options: (a)To Pay or Tender Payment of the Amount of Insurance. To pay or tender payment of the amount of insurance under this policy together with any costs, attorneys' fees and expenses incurred by the insured claimant, which were authorized by the Company, up to the time of paymant or tender of payment and which the Company is obliga- ted to pay. Upon the exercise by the Company of this option, all liability and obligations to the insured under this policy, other than to make the payment required, shall terminate, including any liability or obligation to defend, prosecute, or continue any litigation, and the policy shall be surrendered to the Company for cancellation. (b) To Pay or Otherwise Settle With Parties Other than the Insured or With the Insured Claimant. (i) to pay or otherwise settle with other parties for or in the name of an insured claimant any claim insured against under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to time of payment and which the Company is obligated to pay; or (ii) to pay or otherwise settle with the insured claimant the loss or damage provided for under this policy, together with any costs, attorneys' fees and expenses incurred by the insured claimant which were authorized by the Company up to the time of payment and which the Company is obligated to pay. Upon the exercise by the Company of either of the options provided for in paragraphs (b)(i) or (ii), the Company's obligations to the insured under this policy for the claimed loss or damage, other than the payments required to be made, shall terminate, including any liability or obligation to defend, prosecute or continue any litigation. Conditions and Stipulations Continued Inside Cover B 1190 -56 t CONTROL NO. A 3 1 i 14 4 O S CONDPI' - 7. DETERMINATION, EXTENT OF LIABILITY AND COINSURANCE. This policy is a contract of indemnity against actual monetary loss or damage sustained or incurred by the insured claimant who has suffered loss or damage by reason of matters insured against by this policy and only to the extent herein described. (a) The liability of the Company under this policy shall not exceed the least of: (i) the Amount of Insurance stated in Schedule A; or, (ii) the difference between the value of the insured estate or interest as insured and the value of the insured estate or interest subject to the defect, lien or encumbrance insured against by this policy. (b) In the event the Amount of Insurance stated in Schedule A at the Date of Policy is less than 80 percent of the value of the insured estate or interest or the full consideration paid for the land, whichever is less, or if subsequent to the Date of Policy an improvement is erected on the land which increases the value of the insured estate or interest by at least 20 percent over the Amount of Insurance stated in Schedule A, then this Policy is subject to the following: (i) where no subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that the amount of insurance at Date of Policy bears to the total value of the insured estate or interest at Date of Policy; or (ii) where a subsequent improvement has been made, as to any partial loss, the Company shall only pay the loss pro rata in the proportion that 120 percent of the Amount of Insurance stated in Schedule A bears to the sum of the Amount of Insurance stated in Schedule A and the amount expended for the improvement. The provisions of this paragraph shall not apply to costs, attorneys' fees and expenses for which the Company is liable under this policy, and shall only apply to that portion of any loss which exceeds, in the aggregate, 10 percent of the Amount of Insurance stated in Schedule A. (c) The Company will pay only those costs, attorneys' fees and expenses incurred in accordance with Section 4 of these Conditions and Stipulations. 8. APPORTIONMENT. If the land described in Schedule A consists of two or more parcels which are not used as a single site, and a loss is established affecting one or more of the parcels but not all, the loss shall be computed and settled on a pro rata basis as if the amount of insurance under this policy was divided pro rata as to the value on Date of Policy of each separate parcel to the whole, exclusive of any improvements made subsequent to Date of Policy, unless a liability or value has otherwise been agreed upon as to each parcel by the Company and the insured at the time of the issuance of this policy and shown by an express statement or by an endorsement attached to this policy. 9. LIMITATION OF LIABILITY. (a) If the Company establishes the title, or removes the alleged defect, lien or encumbrance, or cures the lack of a right of access to or from the land, or cures the claim of unmarketability of title, all as insured, in a reasonably diligent manner by any method, including litigation and the completion of any appeals therefrom, it shall have fully performed its obligations with respect to that matter and shall not be liable for any loss or damage caused thereby. (b) In the event of any litigation, including litigation by the Company or with the Company's consent, the Company shall have no liability for loss or damage until there has been a final determination by a court of competent jurisdiction, and disposition of all appeals therefrom, adverse to the title as insured. (c) The Company shall not be liable for loss or damage to any insured for liability voluntarily assumed by the insured in settling any claim or suit without the prior written consent of the Company. 10. REDUCTION OF INSURANCE; REDUCTION OR TERMINATION OF LIABILITY. All payments under this policy, except payments made for costs, attorneys' fees and expenses, shall reduce the amount of the insurance pro tanto. 11. LIABILITY NONCUMULATIVE It is expressly understood that the amount of insurance under this policy shall be reduced by any amount the Company may pay under any policy insuring a mortgage to which exception is taken in Schedule B or to which the insured has agreed, assumed, or taken subject, or which is hereafter executed by an insured and which is a charge or lien on the estate or interest described or referred to in Schedule A, and the amount so paid shall be deemed a payment under this policy to the insured owner. 12. PAYMENT OF LOSS. (a) No payment shall be made without producing this policy for endorsement of the payment unless the policy has been lost or destroyed, in which case proof of loss or destruction shall be furnished to the satisfaction of the Company. NM 1 PA 10 ALTA Owner's Policy (10- 17 -92) (Continued) (b) When liability and the extent of loss or damage has been definitely fixed in accordance with these Conditions and Stipulations, the loss or damage shall be payable within 30 days thereafter. 13. SUBROGATION UPON PAYMENT OR SETTLEMENT. (a) The Company's Right of Subrogation. Whenever the Company shall have settled and paid a claim under this policy, all right of subrogation shall vest in the Company unaffected by any act of the insured claimant. The Company shall be subrogated to and be entitled to all rights and remedies which the insured claimant would have had against any person or property in respect to the claim had this policy not been issued. If requested by the Company, the insured claimant shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect this right of subrogation. The insured claimant shall permit the Company to sue, compromise or settle in the name of the insured claimant and to use the name of the insured claimant in any transaction or litigation involving these rights or remedies. If a payment on account of a claim does not fully cover the loss of the insured claimant, the Company shall be subrogated to these rights and remedies in the proportion which the Company's payment bears to the whole amount of the loss. If loss should result from any act of the insured claimant, as stated above, that act shall not void this policy, but the Company, in that event, shall be required to pay only that part of any losses insured against by this policy which shall exceed the amount, if any, lost to the Company by reason of the impairment by the insured claimant of the Company's right of subrogation. (b) The Company's Rights Against Non - insured Obligors. The Company's right of subrogation against non - insured obligors shall exist and shall include, without limitation, the rights of the insured to indemnities, guaranties, other policies of insurance or bonds, notwithstanding any terms or conditions contained in those instruments which provide for subrogation rights by reason of this policy. 14. ARBITRATION Unless prohibited by applicable law, either the Company or the insured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Arbitrable matters may include, but are not limited to, any controversy or claim between the Company and the insured arising out of or relating to this policy, any service of the Company in connection with its issuance or the breach of a policy provision or other obligation. All arbitrable matters when the Amount of Insurance is $1,000,000 or less shall be arbitrated at the option of either the Company or the insured. All arbitrable matters when the Amount of Insurance is in excess of $1,000,000 shall be arbitrated only when agreed to by both the Company and the insured. Arbitration pursuant to this policy and under the Rules in effect on the date the demand for arbitration is made or, at the option of the insured, the Rules in effect at Date of Policy shall be binding upon the parties. The award may include attorneys' fees only if the laws of the state in which the land is located permit a court to award attorneys' fees to a prevailing party. Judgment upon the award rendered by the Arbitrator(s) may be entered in any court having jurisdiction thereof. The law of the situs of the land shall apply to an arbitration under the Title Insurance Arbitration Rules. A copy of the Rules may be obtained from the Company upon request. 15. LIABILITY LIMITED TO THIS POLICY; POLICY ENTIRE CONTRACT. (a) This policy together with all endorsements, if any, attached hereto by the Company is the entire policy and contract between the insured and the Company. In interpreting any provision of this policy, this policy shall be construed as a whole. (b) Any claim of loss or damage, whether or not based on negligence, and which arises out of the status of the title to the estate or interest covered hereby or by any action asserting such claim, shall be restricted to this policy. (c) No amendment of or endorsement to this policy can be made except by a writing endorsed hereon or attached hereto signed by either the President, a Vice President, the Secretary, an Assistant Secretary, or validating officer or authorized signatory of the Company. 16. SEVERABILITY. In the event any provision of the policy is held invalid or unenforceable under applicable law, the policy shall be deemed not to include that provi- sion and all other provisions shall remain in full force and effect. 17. NOTICES, WHERE SENT. All notices required to be given the Company and any statement in writing required to be furnished the Company shall include the number of this policy and shall be addressed to: Consumer Affairs Department, P.O. Box 27567, Richmond, Virginia 23261 -7567. Y TRANSNATION TITLE INSURANCE COMPANY POLICY OF TITLE INSURANCE SCHEDULE A Amount of Insurance: $ 196,000.00 Policy No.: 7572292 Date of Policy: December 12, 2000 at 10:48 A.M. up to and including Reception No. 1361947 1. Name of Insured: The City of Pueblo, 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: The City of Pueblo, a Municipal Corporation 4. The land referred to in this Policy is described as follows: (SEE ATTACHED PAGE FOR LEGAL DESCRIPTION) TRANSNATION TITLE INSURANCE COMPANY Policy No.: 7572292 LEGAL DESCRIPTION That portion of the following described property which lies East of the Easterly right of way line of the Denver & Rio Grande Railroad: W1 /2 of the NW1 /4 and the W1 /4 of the E1 /2 of the NW1 /4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado AND E1 /4 of the SE1 /4 of the NE1 /4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado EXCEPTING from the above two parcels, a tract of land deeded to E. Waverly and S. Hindman by a deed recorded December 31, 1888 in Book 62 at Page 588 AND EXCEPTING a parcel deeded to Associated Ornithologists, Ltd. by instrument recorded May 16, 1972 in Book 1717 at Page 772 AND EXCEPTING from said Section 13 described above the South 60 feet for road AND A tract of land in the S1 /2SE1 /4NE1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado described as follows: COMMENCING at the Southeast corner of the West 3/4 of the said SE1 /4NE1 /4 Section 13, running thence West along the South line of the said SE1 /4NE1/4 Section 13 to the East line of the right of way of the Denver & Santa Fe Railway, thence Northeasterly along the said East line of the said right of way to the North boundary of the S1 /2SE1 /4NE1/4 Section 13, thence Easterly along the North line of said West 3/4 of S1 /2SE1 /4NE1 /4 Section 13 to the Northeast corner thereof, thence South along the Easterly line of said tract to the POINT OF BEGINNING, EXCEPTING the South 60 feet for road. SAVE AND EXCEPT, and the Property shall not include, any portion of the foregoing tracts lying within the right -of -way of Dillon Drive or included in Parcel A and Parcel B of this Exhibit, said Parcel A and Parcel B, respectively, being further described as follows: Parcel A: A Parcel of land being a portion of the NE 1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M. and the NW 1/4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado, being more particularly described as follows: Page 2 TRANSNATION TITLE INSURANCE COMPANY SCHEDULE A - continued LEGAL DESCRIPTION Policy No.: 7572292 Commencing at the west quarter corner of Section 18, said point being an axle in a Range box, thence N 89 deg. 59 min. 26 sec. E on the south line of said NW 1/4, a distance of 792.32 feet to a point on the easterly right -of -way line of 40th Street, said point being the point of beginning; thence on the easterly and northly right -of -way line of 40th Street and the northeasterly right -of -way line of Dillon Drive the following nine courses; 1. N 00 deg. 28 min. 56 sec. E, a distance of 105.25 feet to a point of curve; 2. on the arc of a curve to the left, having a delta of 109 deg. 34 min. 27 sec., a radius of 96.78 feet, a distance of 185.09 feet to a point; 3. S 70 deg. 54 min. 35 sec. E a distance of 51.22 feet; 4. S 89 deg. 48 min. 48 sec. W a distance of 147.64 feet; 5. N 26 deg. 25 min. 24 sec. W, a distance of 147.63 feet to a point of curve; 6. on the arc of a curve to the left, having a delta of 35 deg. 00 min. 00 sec., a radius of 856.30 feet, a distance of 523.08 feet to a point of tangent; 7. N 61 deg. 26 min. 20 sec. W, a distance of 58.19 feet; 8. N 63 deg. 54 min. 51 sec. W, a distance of 137.90; 9. N 71 deg. 07 min. 25 sec. W, a distance of 43.49 feet to a point on the easterly right -of -way line of the Denver and Rio Grande Railroad; thence N 23 deg. 32 min. 41 sec. E, on said easterly line a distance of 468.52 feet; thence S 66 deg. 27 min. 19 sec. E, a distance of 1055.38 feet; thence S O1 deg. 19 min. 05 sec. E, a distance of 794.06 feet to a point on the south line of said NW 1/4; thence S 89 deg. 59 min. 26 sec. W, a distance of 210.29 feet to the point of beginning. Parcel B: A parcel of land being a portion of the NE 1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M. and the NW 1/4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado, being more particularly described as follows: Beginning at a point marked by an axle in range box at the East quarter corner of Section 13; thence N 00 deg. 25 min. 23 sec. W, on the east line of said Section 13 a distance of 60.01 feet; thence S 88 deg. 34 min. 38 sec. W, parallel to the south line of the NE 1/4 of Section 13, a distance of 465.35 feet to a point on the easterly right -of -way line of the Denver and Rio Grande Railroad, said point being a point on curve; thence on the arc of a curve to the right, whose center bears S 75 deg. 47 min. 26 sec. E, having a delta of 09 deg. 20 min. 07 sec., a radius of 1806.25 feet, a distance of 294.30 feet to a point of tangent; thence continuing on said right -of -way N 23 deg. 32 min. 41 sec. E, a distance of 143.62 feet to a point on the Southwesterly right -of -way line of Dillon Drive and the Northwesterly right -of -way line of 40th Street the following eight courses: Page 3 TRANSNATION TITLE INSURANCE COMPANY Policy No.: 7572292 SCHEDULE A - continued LEGAL DESCRIPTION 1. S 66 deg. 26 min. 45 sec. E, a distance of 118.16 feet; 2. S 73 deg. 31 min. 50 sec. E, a distance of 210.80 feet; 3. S 65 deg. 51 min. 46 sec. E, a distance of 64.09 feet to a point of curve; 4. on the arc of a curve to the right, having a delta of 39 deg. 01 min 16 sec., a radius of 426.14 feet, a distance of 290.22 feet; 5. S 26 deg. 24 min. 11 sec. W, a distance of 48.36 feet; 6. S 69 deg. 39 min. 22 sec. W, a distance of 70.19 feet; 7. S 45 deg. 32 min. 06 sec. W, a distance of 50.97 feet; 8. S 79 deg. 39 min. 15 sec. W, a distance of 140.34 feet to the point of beginning. Page 4 Y TRANSNATION TITLE INSURANCE COMPANY SCHEDULE B Policy No.: 7572292 This Policy does not insure against loss or damage by reason of the following: 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 records. 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. Taxes due and payable; and any tax, special assessments, charge or lien imposed for water or sewer service, or for any other special taxing district. The 1999 General taxes paid, according to tax certificate dated December 12, 2000. 6. Right of Way, whether in fee or easement only, through the E1 /2 of the NW1 /4 of Section 18 as granted to Denver and New Orleans Railroad Company in instrument recorded October 5, 1881 in Book 28 at Page 191 in which the specific location of the easement is not given. 7. Right of way, whether in fee or easement only, for the right and authority to construct, operate and maintain its line of Telephone and Telegraph, granted to The Mountain States Telephone and Telegraph Co. by The Standard Fire Brick Co. by instrument recorded January 10, 1936 in Book 819 at Page 396 and by the Lincoln Inv. Co. January 10, 1936 in Book 819 at Page 397 in which the specific location of the easement is not defined. 8. Easement, whether in fee or easement only, in the North 1/2 of Section 18, granted to Southern Colorado Power Company in instrument recorded September 7, 1950 in Book 1133 at Page 322 in which the specific location of the easement is not given. Page 5 TRANSNATION TITLE INSURANCE COMPANY SCHEDULE B - continued Policy No.: 7572292 9. Right of way, whether in fee or easement only, for the right to construct, maintain, change, renew and operate a subsurface water main or water mains for the conveyance and carriage of water, together with the right of ingress to and egress from, as granted to Board of Water Works of Pueblo, Colorado by Clyde B. Pitcock, recorded February 13, 1964 in Book 1538 at Page 135, 10. Right of way, whether in fee or easement only, for the right to construct, repair, replace, operate and maintain its lines for the transmission of electrical energy, together with the right of ingress to and egress from, as granted to Western Power & Gas Company by Clyde B. Pitcock, recorded September 1, 1964 in Book 1552 at Page 679, 11. Perpetual right of access granted to the Pueblo County Highway Department and other persons or agencies as designated by the Pueblo County Highway Department by Clyde B. Pitcock for the purpose of construction, rebuilding and maintenance of Levies along the Fountain River and the terms, conditions and restrictions contained therein in document recorded August 9, 1965 in Book 1575 at Page 253. 12. Rights of Way of the following ditches: Cozzens Ditch and Chilcott Ditch as disclosed in deed recorded July 17, 1995 in Book 2817 at Page 298, Begard Ditch shown on Map filed April 26, 1902, instrument No. 111974, Waverly Ditch shown on Map filed February 12, 1900, instrument No. 96659, and Fairview Ditch shown on Map filed February 21, 1910, instrument No. 171241. 13. Any question, dispute or adverse claims as to any loss or gain of land as a result of any change in the river bed location by other than natural causes, or alteration through accretion, reliction, erosion or avulsion of the center thread, bank, channel or flow of waters in the Fountain River lying within subject Land; and any question as to the location of such center thread, bed, bank or channel as a legal description monument or marker for purposes of describing or locating subject lands. NOTE: There are no documents in the land records of the office of the Clerk and Recorder of Pueblo, accurately locating past or present location(s) of the center thread, bank, bed or channel of the above River or indicating any alterations of the same as from time to time may have occurred. Page 6 � s � TRANSNATION TITLE INSURANCE COMPANY Policy No.: 7572292 SCHEDULE B - continued 14. Any rights, interest or easements in favor of the riparian owners, the State of Colorado, the United States of America, or the general Public, which exist, have existed, or are claimed to exist in and over the waters and present and past bed and banks of Fountain River. 15. Terms, agreements, provisions, conditions and obligations as contained in Agreement for Easement by and between Vincent T. Baker and Ann Carruth and Portal Drive Associates, L.L.C., a Texas Limited Liability Company recorded June 21, 1996 in Book 2903 at Page 584. 16. Terms, agreements, provisions, conditions and obligations as contained in Declaration of Restrictions recorded October 15, 1997 in Book 3045 at Page 857. Page 7 - °� s ,i f a'.. _ I IIIIiI IIIII II III IIIIII IIII IIIIIII IIIII III IIIII IIII Ilil 1361947 12/12/2000 10 :48A WD Chris C. Munoz 1 of 3 R 13.00 D 0.00 Pueblo Cty Clerk & Rae W A R R A N T Y D E E D THIS DEED, Made this 5TH day of DECEMBER, 2000 between DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company of the County of Pueblo and State of Colorado, grantor, and CITY OF PUEBLO, a Municipal Corporation whose legal address is 127 THATCHER BUILDING, PUEBLO, COLORADO 81003 of the County of Pueblo and State of Colorado, grantees: WITNESSETH That the grantor for and in consideration of the suet of ONE HUNDRED NINETY SIX THOUSAND AND 00 /100, ($196,000.00) Dollars, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey and confirm unto the grantee, his heirs and assigns forever, all the real property, together with improvements, if any, situate,lying and being in the County of Pueblo and State of Colorado, described as follows: SEE EXHIBIT "A" ATTACHED HERETO AND MADE A PART HEREOF also known by street and number as Vacant Land, Pueblo, Colorado 81001 TOGETHER with all and singular the hereditaments and appurtenances thereto belonging, or in anywise appertaining and the reversion and reversions, remainder and n� remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the grantor, either in law or equity, of in and to the above bargained premises, with the hereditaments and appurtenances. TO HAVE AND TO HOLD the said premises above bargained and described, with the 10 urtenances, unto the grantee, his heirs and assigns forever. And the grantor, for self, his heirs and personal representatives, does covenant, grant, bargain, and as to and with the grantee, his heirs and assigns, that at the time of the saling e and delivery of these presents, he is well seized of the premises above veyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, barVains, sales, liens, taxes, assessments, encumbrances and restrictions of whatever kind or nature soever, except general taxes for 2000 and subsequent years; except easements, restrictions, covenants, conditions, reservations and rights of way of record, if any; The grantor shall and will WARRANT AND FOREVER DEFEND the above - bargained premises in the quiet and peaceable possession of the grantee, his heirs and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. 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 executed this deed on the date set forth above. DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company 'L y �A� BY ROBERT G. MUZYKA, JR., VICE - PRESIDENT STATE OF TEXAS } } ss. The foregoing instrument was acknowledged before County of LUBBOCK } me this 5 _ day of DECEMBER, 2000 by ROBERT G. MUZYKA, JR. as Vice - President of DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company PAULA SPERES $ NOTARY PUBLIIC , SCB(B of Texas r, 'w.4Amm. s".yp. 04-20 -2003 Witness my hand and official seal. My commission expires NOTAP PUBLIC No. 932A. Rev. 7 -84 1 111111 IIIII IIIII 111111 11111111111 Iifll III 11111 1111 IN 1361947 12/12/2000 10:48A WD Chris C. Munoz 2 of 3 R 13.00 D 0.00 Pueblo Cty Clerk 8 Ree "EXHIBIT All LEGAL DESCRIPTION That portion of the following described property which lies East of the Easterly right of way line of the Denver & Rio Grande Railroad: W1 /2 of the NW1 /4 and the Township 20 South, Range State of Colorado AND E1/4 of the SE1 /4 of the 65 West of the 6th P.M., EXCEPTING from the above Waverly and S. Hindman by at Page 588 W1 /4 of the E1 /2 of the NW1 /4 of Section 18, 64 West of the 6th P.M., County of Pueblo, NE1 /4 of Section 13, Township 20 South, Range County of Pueblo, State of Colorado two parcels, a tract of land deeded to E. a deed recorded December 31, 1888 in Book 62 AND EXCEPTING a parcel deeded to instrument recorded May 16, 1972 AND EXCEPTING from said Section for road AND Associated Ornithologists, Ltd. by in Book 1717 at Page 772 13 described above the South 60 feet A tract of land in the S1 /2SE1 /4NE1 /4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado described as follows: COMMENCING at the Southeast corner of the West 3/4 of the said SE1 /4NE1 /4 Section 13, running thence West along the South line of the said SE1 /4NE1 /4 Section 13 to the East line of the right of way of the Denver & Santa Fe Railway, thence Northeasterly along the said East line of the said right of way to the North boundary of the S1 /2SE1 /4NE1 /4 Section 13, thence Easterly along the North line of said West 3/4 of S1 /2SE1 /4NE1 /4 Section 13 to the Northeast corner thereof, thence South along the Easterly line of said tract to the POINT OF BEGINNING, EXCEPTING the South 60 feet for road. SAVE AND EXCEPT, and the Property shall not include, any portion of the foregoing tracts lying within the right -of -way of Dillon Drive or included in Parcel A and Parcel B of this Exhibit, said Parcel A and Parcel B, respectively, being further described as follows: Parcel A: A Parcel of land being a portion of the NE 1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M. and the NW 1/4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado, being more particularly described as follows: Commencing at the west quarter corner of Section 18, said point being an axle in a Range box, thence N 89 deg. 59 min. 26 sec. E on the south line of said NW 1/4, a distance of 792.32 feet to a point on the easterly right -of -way line of 40th Street, said point being the point of beginning; thence on the easterly and northly right -of -way line of 40th Street and the northeasterly right -of -way line of Dillon Drive the following nine courses; 1. N 00 deg. 28 min. 56 sec. E, a distance of 105.25 feet to a point of curve; 2. on the arc of a curve to the left, having a delta of 109 deg. 34 min. 27 sec., a radius of 96.78 feet, a distance of 185.09 feet to a point; 1 111111 11111 11111 111111 1111 1111111 11111 111 11111 1111 111 1361947 12/12/2000 10:48A WD Chris C. Munoz 3 of 3 R 15.00 D 0.00 Pueblo C!y Clerk & Ree 3. S 70 deg. 54 min. 35 sec. E a distance of 51.22 feet; 4. S 89 deg. 48 min. 48 sec. W a distance of 147.64 feet; 5. N 26 deg. 25 min. 24 sec. W, a distance of 147.63 feet to a point of curve; 6. on the arc of a curve to the left, having a delta of 35 deg. 00 min. 00 sec., a radius of 856.30 feet, a distance of 523.08 feet to a point of tangent; 7. N 61 deg. 26 min. 20 sec. W, a distance of 58.19 feet; 8. N 63 deg. 54 min. 51 sec. W, a distance of 137.90; 9. N 71 deg. 07 min. 25 sec. W, a distance of 43.49 feet to a point on the easterly right -of -way line of the Denver and Rio Grande Railroad; thence N 23 deg. 32 min. 41 sec. E, on said easterly line a distance of 468.52 feet; thence S 66 deg. 27 min. 19 sec. E, a distance of 1055.38 feet; thence S 01 deg. 19 min. 05 sec. E, a distance of 794.06 feet to a point on the south line of said NW 1/4; thence S 89 deg. 59 min. 26 sec. W, a distance of 210.29 feet to the point of beginning. Parcel B: A parcel of land being a portion of the NE 1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M. and the NW 1/4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado, being more particularly described as follows: Beginning at a point marked by an axle in range box at the East quarter corner of Section 13; thence N 00 deg. 25 min. 23 sec. W, on the east line of said Section 13 a distance of 60.01 feet; thence S 88 deg. 34 min. 38 sec. W, parallel to the south line of the NE 1/4 of Section 13, a distance of 465.35 feet to a point on the easterly right -of -way line of the Denver and Rio Grande Railroad, said point being a point on curve; thence on the arc of a curve to the right, whose center bears S 75 deg. 47 min. 26 sec. E, having a delta of 09 deg. 20 min. 07 sec., a radius of 1806.25 feet, a distance of 294.30 feet to a point of tangent; thence continuing on said right -of -way N 23 deg. 32 min. 41 sec. E, a distance of 143.62 feet to a point on the Southwesterly right -of -way line of Dillon Drive and the Northwesterly right -of -way line of 40th Street the following eight courses: 1. S 66 deg. 26 min. 45 sec. E, a distance of 118.16 feet; 2. S 73 deg. 31 min. 50 sec. E, a distance of 210.80 feet; 3. S 65 deg. 51 min. 46 sec. E, a distance of 64.09 feet to a point of curve; 4. on the arc of a curve to the right, having a delta of 39 deg. 01 min 16 sec., a radius of 426.14 feet, a distance of 290.22 feet; 5. S 26 deg. 24 min. 11 sec. W, a distance of 48.36 feet; 6. S 69 deg. 39 min. 22 sec. W, a distance of 70.19 feet; 7. S 45 deg. 32 min. 06 sec. W, a distance of 50.97 feet; 8. S 79 deg. 39 min. 15 sec. W, a distance of 140.34 feet to the point of beginning. TRANSNATION TITLE INSURANCE COMPANY 627 North Main Street Pueblo, CO 81003 (719) 543 -0451 Escrow Officer : BONNIE OLIVIERI SR. ESCROW OFFICER SELLERtS CLOSING STATEMENT Sellers) : DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited liability Company Property: Vacant Land Pueblo, Colorado 81001 Lengthly see commitment Title No. : 7572292 Date : December 8, 2000 Buyer(s) : CITY OF PUEBLO, a Municipal Corporation DEBIT CREDIT Contract Sales Price ..................................... ............................... OUTSTANDINGFEES .......................................... ............................... 196,000.00 PAYOFF PRORATIONS COUNTY TAXES ($689.75) ................. 01/01/00 to 12/08/00 ..................... 646.28 LENDER CHARGES: RESERVES TITLE CHARGES REAL ESTATE CLOSING FEE ................................... ............................... 62.50 OWNERSTITLE INSURANCE PREMI UM ... ............................... ......................... 360.00 OVERNIGHT COURIER SERVICES ................................ ............................... 10.00 RECORDING FEES, TRANSFER TAXES RECORDING AFFIDAVIT ....................................... ............................... 5.00 RELEASE WATER ASSESSMENT .................................. ............................... 20.00 ADDITIONAL CHARGES $196,000.00 * * * ** SUB TOTAL 197,103.78 196,000.00 RECEIPT DUE FROM SELLER 1,103.78 $197,103.78 $197,103.78 The above figures do not include sales or use taxes on personal property. THE ABOVE DEDUCTIONS, ADJUSTMENTS, DISBURSEMENTS ARE HEREBY AUTHORIZED AND APPROVED. DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company BY 1 ROBERT G. MUZYKA, JR., VICE - PRESIDENT Broker By: Transnation Title Insurance Company By: BONNIE OLIVIERI TRANSNATION TITLE INSURANCE COMPANY 627 North Main Street Pueblo, CO 81003 (719) 543 -0451 Escrow Officer: BONNIE OLIVIERI SR. ESCROW OFFICER Title No. : 7572292 Date : December 8, 2000 BUYER'S CLOSING STATEMENT Buyer(s): CITY OF PUEBLO, a Municipal Corporation Seller(s): DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company Property: Vacant Land Pueblo, Colorado 81001 Lengthly see commitment DEBIT CREDIT Contract Sales Price ..................................... ............................... $196,000.00 OUTSTANDINGFEES .......................................... ............................... 196,000.00 PRORATIONS COUNTY TAXES ($689.75) ................. 01/01/00 to 12/08/00 ..................... 646.28 LENDER CHARGES: RESERVES TITLE CHARGES REALESTATE CLOSING FEE ................................... ............................... 62.50 TAXINFORMATION SERVICES .................................. ............................... 15.00 RECORDING FEES, TRANSFER TAXES Warranty Deed ............................................ ............................... 15.00 ADDITIONAL CHARGES * * * ** SUB TOTAL 196,092.50 196,646.28 REFUND DUE BUYER 553.78 $196,646.28 $196,646.28 The above figures do not include sales or use taxes on personal property. THE ABOVE DEDUCTIONS, ADJUSTMENTS, DISBURSEMENTS ARE HEREBY AUTHORIZED AND APPROVED. CITY OF PUEBLO, a Municipal Corporation BY THOMAS E. JAG&JLdTY ATTORNEY Broker By: Transnation Title Insurance Company By: BONNIE OLIViERI ,c - a Commitment No. 7572292 C -2 FINAL AFFIDAVIT AND INDEMNITY The undersigned, as General Contractor and /or Owner(s) and Purchaser(s), for the purpose of inducing TRANSNATION TITLE INSURANCE COMPANY to issue its Loan and /or Owner's Policy for Title Insurance in connection with the property as described in Schedule A of Commitment No. 7572292 without exception as to mechanic's or other statutory liens, or any rights thereto, where no notice of said liens or rights appear of record, do hereby make the following representations to TRANSNATION TITLE INSURANCE COMPANY with full knowledge and intent that said Company shall rely thereon: OWNER'S AND /OR GENERAL CONTRACTOR'S STATEMENT: 1. That all persons, firms and corporations, including the General Contractor, and all subcontractors, who have furnished services, labor or materials, according to plans and specifications or otherwise used in connection with the construction of improvements on the real estate herein described, have been paid in full or will be paid in full. 2. That no claims have been made to the undersigned, nor is any suit now pending on behalf of any contractor, subcontractor, laborer or materialman, and that no chattel mortgages, conditional bills of sale, security agreements or financing statements have been made, or are now outstanding as to any materials, appliances, fixtures, or furnishings placed upon or installed in said premises. 3. That all of the improvements constructed on the real estate herein described were completed on or before the date of closing. PURCHASER'S STATEMENT: 1. That the improvements on the land have been fully completed by the General Contractor and accepted by the undersigned as complete and satisfactory. 2. That the full purchase price has been paid by said Purchasers to satisfy all contractual and legal obligations of the owner, including all amounts due to the principal contractor or subcontractors for payments of services, labor or materials. 3. That said premises are to be occupied by said Purchasers. ,G t Commitment No.: 7572292 4. That the undersigned are not aware of any bills for services, labor or materials used in connection with the construction of said improvements which have not been paid. 5. The undersigned have not caused, agreed to or contracted for any materials to be furnished or work to be done on said improvements which materials or labor have not been paid for in full or which materials or labor could give rise to mechanic's or other statutory lienej and have not executed any security agreements or financing statements for materials, appliances, fixtures or furnishings placed upon or installed in said premises. THEREFORE THE UNDERSIGNED DO HEREBY AGREE TO PROTECT, DEFEND AND HOLD HARMLESS TRANSNATION'TITLE INSURANCE COMPANY AGAINST ANY AND ALL LIABILITY, LOSS, DAMAGE, COSTS AND ATTORNEY FEES BY REASON OF ANY CLAIMS OR LIENS ASSERTED WITH RESPECT TO THE MATTERS DESCRIBED IN THE ABOVE PARAGRAPH(S). THIS PARAGRAPH SHALL APPLv ONLY TO EACH OF THE UNDERSIGNED AS IT RELATES TO WHICHEVER OF THE CONTRACTORS, OWNERS OR PURCHASERS STATEMENT(S) AS IS APPROPRIATE. Seller(s) DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company BY ROBERT G. MUZYKA, JR., VICE - PRESIDENT STATE OF Texas ) COUNTY OF Lubbock The foregoing instrument was acknowledged, subscribed and sworn to before me this /a *_A day 69 December, 2000 by Robert G. Muzyka, Jr. Vice - President of Dillon Drive Associates, L.L.C., a Texas Limited Liability Company WITNESS MY HAND AND OFFICIAL SEAL. G t cc.L COMMISSION EXPIRES Notar Public PAULA SFERES NOTARY PUBLIC mate of Texas •,,,;.­,. Exp. 04-20-2003 REAL ESTATE TAX AGREEMENT Escrow No.: 7572292 It is hereby understood and agreed between the purchaser(s) and seller(s) of property known as: Vacant Land Pueblo, Colorado 81001 that taxes for the current year have been adjusted as of this date as follows: BASIS FOR PRORATION Taxes have been prorated on an estimate of $689.75 for the year 2000. AGREEMENT FOR READJUSTMENT The above tax proration is considered to be final settlement. ASSESSMENTS It is further understood and agreed between the purchasers and the sellers that: Special improvements now in are paid in full. OTHER THAN TAX INFORMATION DISCLOSED ON THE CERTIFICATE OF TAXES DUE, THE INFORMATION ABOVE WAS OBTAINED BY TELEPHONE FROM THE COUNTY ASSESSOR'S /TREASURER'S OFFICE AND /OR APPROPRIATE CITY AUTHORITY. WE ACKNOWLEDGE THAT TRANSNATION TITLE INSURANCE COMPANY SHALL NOT BE RESPONSIBLE FOR ANY READJUSTMENT OF TAXES AFTER CLOSING. WE HEREBY RELEASE TRANSNATION TITLE INSURANCE COMPANY FROM ANY AND ALL LIABILITY FOR THE ACCURACY OF THE VERBAL OR WRITTEN INFORMATION RECEIVED. APPROVED AND ACCEPTED: Purchaser(s) CITY OF PUEBLO, a Municipal Corporation BY �- THOMAS E. G , CITY ATTORNEY Seller(s) DILLON DRIVE ASSOCIATES, L.L.C., a Texas Limited Liability Company BY ROBERT G. MUZYKA, JR., VICE - PRESIDENT This agreement executed this 8TH day of DECEMBER, 2000. ESCROW NO.: 7572292 REAL PROPERTY TRANSFER DECLARATION (TD -1000) GENERAL INFORMATION Purposet The Real Property Transfer Declaration provides essential information to the county assessor to help ensure fair and uniform assessments for all property for property tax purposes. Refer to 39 -14- 102(4), Colorado Revised Statutes (C.R.S.). Requirementss All conveyance documents (deeds) subject to the documentary fee submitted to the county clerk and recorder for recordation must be accompanied by a Real Property Transfer Declaration. This declaration must be completed and signed by the grantor (seller) or grantee (buyer). Refer to 39- 14- 102(1)(a), C.R.S. Penalty for Noncompliance: Whenever a Real Property Transfer Declaration does not accompany the deed, the clerk and recorder notifies the county assessor who will send a notice to the buyer requesting that the declaration be returned within thirty days after the notice is mailed. If the Real Property Transfer Declaration is not returned to the county assessor within the thirty days of notice, the assessor may impose a penalty of $25.00 or .025% (.00025) of the sale price, whichever is greater. This penalty may be imposed for any subsequent year that the buyer fails to submit the declaration until the property is sold. Refer to 39- 14- 102(1)(b), C.R.S. Confidentiality: The assessor is required to make the Real Property Transfer Declaration available for inspection to the buyer. However, it is only available to the seller if the seller filed the declaration. Information derived from the Real Property Transfer Declaration is available to any taxpayer or any agent of such taxpayer subject to confidentiality requirements as provided by law. Refer to 39 -5- 121.5, C.R.S. and 39- 13- 102(5)(c), C.R.S. ------------------------------------------------------------------------------ - - - - -- 1. Address and /or legal description of the real property sold: Please do not use P.O. box numbers. Vacant Land, Pueblo, Colorado 81001 SEE ATTACHED LEGAL 2 . Type of property purchased: Single Family Residential _Commercial _Industrial Other 3. Date of Closing: December 8, 2000 4. Total sale price: Including all real and personal property. $ 196,000.00 5. Was any personal property included in the transaction? Personal property would include, but is not limited to, carpeting, drapes, free standing appliances, equipment, inventory, furniture. If the personal property is not listed, the entire purchase price will be assumed to be for the real property as per 39 -13 -102, C.R.S. _Yes . 1LNo If yes, approximate value $ Describe 6. Did the total sale price include a trade or exchange of additional real or personal property? If yes, give the approximate value of the goods or services as of the date of closing. _Yes_ _XNo If yes, value $ If yes, does this transaction involve a — Yes — No trade under IRS Code Section 1031? 7. Was 100% interest in the real property purchased? Mark "no" if only a partial interest is being purchased. _Yes __&No If no, interest purchased %. Townhome _Condominium Multi -Unit Res Agricultural Mixed Use XX Vacant Land 8. Is this a transaction among related parties? Indicate whether the buyer or seller are related. Related parties include persons within the same family, business affiliates, or affiliated corporations. — Yes X No 9. Check any of the following that apply to the condition of the improvements time of purchase. / — New _Excellent _Good Average Fair Poor Salvage. the property is financed, please complete the following. 10. dotal amount financed. $ per Typle financing: (Check all that apply) _New Assumed _Seller _Third Party _Comb in ion; Explain 12. Terms: — Variable; Star _Fixed; Interest Length of time Balloon payment If yes, amount interest rate the — Yes 13. Please explain any special terms information that would help thji/ ller concessions, or financing and any other asor understand the terms of sale. For properties other tha residential (Residential defined as: single family detached, townhomes, a rtments and condominiums) plea complete questions 14 -16 if applicable. Otherwip6 skip to 117 to complete. 14. Did the pur If yes, f" se price include a franchise or license fee Yes No ise or license fee value $ 15. Did the purchase price involve an installment land contract? _Ye4 If yes, date of contract 16. If this was a vacant land sale, was an on -site inspection of the property conducted by the buyer prior to the closing? XX Yes _No Remarks: Please include any additional information concerning the sale you may feel is important. 17. Signed this 8th day of December , 20 00 Enter the day, month and year, have at least one of the parties to the transaction sign the document, and include an address and a daytime phone number. Please designate buyer or seller. /G em h 6 6 / el,.n Signature of Grantee (Buyer) X Lot Graneor (S ller)_ _127 Thatcher Building ( 719 545 -4412 Address (mailing) Daytime Phone _Pueblo, CO 81003 City, State and Zip Code • ATTACHMENT TO REAL PROPERTY TRANSFER DECLARATION Legal Description: That portion of the following described property which lies East of the Easterly right of way line of the Denver & Rio Grande Railroad: W1/2 of the NW1 /4 and the W1 /4 of the E1 /2 of the NW1 /4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado AND E1 /4 of the SE1 /4 of the NE1 /4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado EXCEPTING from the above two parcels, a tract of land deeded to E. Waverly and S. Hindman by a deed recorded December 31, 1888 in Book 62 at Page 588 AND EXCEPTING a parcel deeded to Associated Ornithologists, Ltd. by instrument recorded May 16, 1972 in Book 1717 at Page 772 AND EXCEPTING from said Section 13 described above the South 60 feet for road AND A tract of land in the S1 /2SE1 /4NE1 /4 of Section 13, Township 20 South, Range 65 West of the 6th P.M., County of Pueblo, State of Colorado described as follows: COMMENCING at the Southeast corner of the West 3/4 of the said SE1 /4NE1 /4 Section 13, running thence West along the South line of the said SE1 /4NE1 /4 Section 13 to the East line of the right of way of the Denver & Santa Fe Railway, thence Northeasterly along the said East line of the said right of way to the North boundary of the S1 /2SE1 /4NE1 /4 Section 13, thence Easterly along the North line of said West 3/4 of S1 /2SE1 /4NE1 /4 Section 13 to the Northeast corner thereof, thence South along the Easterly line of said tract to the POINT OF BEGINNING, EXCEPTING the South 60 feet for road. SAVE AND EXCEPT, and the Property shall not include, any portion of the foregoing tracts lying within the right -of -way of Dillon Drive or included in Parcel A and Parcel B of this Exhibit, said Parcel A and Parcel B, respectively, being further described as follows: Parcel A: A Parcel of land being a portion of the NE 1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M. and the NW 1/4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado, being more particularly described as follows: Commencing at the west quarter corner of Section 18, said point being an axle in a Range box, thence N 89 deg. 59 min. 26 sec. E on the south line of said NW 1/4, a distance of 792.32 feet to a point on the easterly right -of -way line of 40th Street, said point being the point of beginning; thence on the easterly and northly right -of -way line of 40th Street and the northeasterly right -of -way line of Dillon Drive the following nine courses; 1. N 00 deg. 28 min. 56 sec. E, a distance of 105.25 feet to a point of curve; 2. on the arc of a curve to the left, having a delta of 109 deg. 34 min. 27 sec., a radius of 96.78 feet, a distance of 185.09 feet to a point; 3. S 70 deg. 54 min. 35 sec. E a distance of 51.22 feet; 4. S 89 deg. 48 min. 48 sec. W a distance of 147.64 feet; 5. N 26 deg. 25 min. 24 sec. W, a distance of 147.63 feet to a point of curve; 6. on the arc of a curve to the left, having a delta of 35 deg. 00 mina 00 sec., a radius of 856.30 feet, a distance of 523.08 feet to a point of tangent; 7. N 61 deg. 26 min. 20 sec. W, a distance of 58.19 feet; 8. N 63 deg. 54 min. 51 sec. W, a distance of 137.90; 9. N 71 deg. 07 min. 25 sec. W, a distance of 43.49 feet to a point on the easterly right -of -way line of the Denver and Rio Grande Railroad; thence N 23 deg. 32 min. 41 sec. E, on said easterly line a distance of 468.52 feet; thence S 66 deg. 27 min. 19 sec. E, a distance of 1055.38 feet; thence S 01 deg. 19 min. 05 sec. E, a distance of 794.06 feet to a point on the south line of said NW 1/4; thence S 89 deg. 59 min. 26 sec. W, a distance of 210.29 feet to the point of beginning. Parcel B: A parcel of land being a portion of the NE 1/4 of Section 13, Township 20 South, Range 65 West of the 6th P.M. and the NW 1/4 of Section 18, Township 20 South, Range 64 West of the 6th P.M., County of Pueblo, State of Colorado, being more particularly described as follows: Beginning at a point marked by an axle in range box at the East quarter corner of Section 13; thence N 00 deg. 25 min. 23 sec. W, on the east line of said Section 13 a distance of 60.01 feet; thence S 88 deg. 34 min. 38 sec. W, parallel to the south line of the NE 1/4 of Section 13, a distance of 465.35 feet to a point on the easterly right -of -way line of the Denver and Rio Grande Railroad, said point being a point on curve; thence on the arc of a curve to the right, whose center bears S 75 deg. 47 min. 26 sec. E, having a delta of 09 deg. 20 min. 07 sec., a radius of 1806.25 feet, a distance of 294.30 feet to a point of tangent; thence continuing on said right -of -way N 23 deg. 32 min. 41 sec. E, a distance of 143.62 feet to a point on the Southwesterly right -of -way line of Dillon Drive and the Northwesterly right -of -way line of 40th Street the following eight courses: 1. S 66 deg. 26 min. 45 sec. E, a distance of 118.16 feet; 2. S 73 deg. 31 min. 50 sec. E, a distance of 210.80 feet; 3. S 65 deg. 51 min. 46 sec. E, a distance of 64.09 feet to a point of curve; 4. on the arc of a curve to the right, having a delta of 39 deg. 01 min 16 sec., a radius of 426.14 feet, a distance of 290.22 feet; 5. S 26 deg. 24 min. 11 sec. W, a distance of 48.36 feet; 6. S 69 deg. 39 min. 22 sec. W, a distance of 70.19 feet; 7. S 45 deg. 32 min. 06 sec. W, a distance of 50.97 feet; 8. S 79 deg. 39 min. 15 sec. W, a distance of 140.34 feet to the point of beginning.