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HomeMy WebLinkAbout09511As Amended August 26, 2019 ORDINANCE NO. 9511 AN ORDINANCE APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND THAR EXTRACTS CO LLC, A COLORADO LIMITED LIABILITY COMPANY, AND A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND THAR PROCESS INC., A PENNSYLVANIA CORPORATION, RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT, AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENTS AND TRANSFERRING FOUR HUNDRED FIVE THOUSAND DOLLARS ($405,000.00) FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND FOR SAID PROJECT BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The City Council finds and determines that the expenditure of Four Hundred Five Thousand Dollars ($405,000.00) for a job creating capital improvement project with Thar Extracts CO LLC, a Colorado limited liability company (the “Company”) and its affiliate, Thar Process, Inc., a Pennsylvania corporation, described in the attached agreements is for a public purpose and in furtherance of a municipal function and will create employment opportunities justifying the expenditure of public funds. The City Council further finds the incentives granted to the Company and its affiliate hereby meet the standards established by Section 14-4-85 of the Pueblo Municipal Code. SECTION 2. The following agreements, both dated August 26, 2019, between the City and the Company and its affiliate, copies of which are attached hereto and are incorporated herein by this reference, having been approved as to form by the City Attorney, are hereby approved: a. Employment Agreement with Thar Extracts CO LLC; b. Contract to Buy and Sell Real Estate with Thar Process Inc. The Mayor is authorized to execute and deliver said agreements (and all documents related to these transactions) in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. The Mayor is further authorized to execute and deliver a Special Warranty Deed and related documents at closing, transferring 350 Keeler Parkway, Pueblo, CO 81001 to Thar Process Inc. SECTION 3. Funds in the aggregate amount of $405,000.00 are hereby authorized to be transferred, expended and made available out of the 1992-2021 Sales and Use Tax Capital Improvement Projects Fund for the sole purpose of the job creating capital improvement project authorized herein and in the manner described in the attached agreements. The funds hereby authorized to be transferred and expended shall be released, disbursed and paid by the City’s Director of Finance as specified in the attached agreements. SECTION 4. The officers and staff of the City are authorized and directed to perform any and all acts consistent with this Ordinance and the attached agreements which are necessary or appropriate to implement the transactions described therein. SECTION 5. This Ordinance shall become effective on the date of final action by the Mayor and City Council. REST OF THIS PAGE LEFT INTENTIONALLY BLANK SIGNATURE PAGE TO FOLLOW Introduced and initial adoption of Ordinance by City Council on August 12, 2019 . Final adoption of Ordinance by City Council on August 26, 2019. President of City Council Action by the Mayor: ☒ Approved on August 26, 2019 . □ Disapproved on based on the following objections: _ Mayor Action by City Council After Disapproval by the Mayor: □ Council did not act to override the Mayor's veto. □ Ordinance re-adopted on a vote of , on □ Council action on _______ failed to override the Mayor’s veto. President of City Council ATTEST City Clerk As Amended August 26, 2019 City Clerk’s Office Item # R-1 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: August 12, 2019 TO: President Dennis E. Flores and Members of City Council CC: Mayor Nicholas A. Gradisar VIA: Brenda Armijo, City Clerk FROM: Daniel C. Kogovsek, City Attorney SUBJECT: AN ORDINANCE APPROVING AN EMPLOYMENT AGREEMENT BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND THAR EXTRACTS CO LLC, A COLORADO LIMITED LIABILITY COMPANY, AND A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND THAR PROCESS INC., A PENNSYLVANIA CORPORATION, RELATING TO A JOB CREATING CAPITAL IMPROVEMENT PROJECT, AUTHORIZING THE MAYOR TO EXECUTE SAID AGREEMENTS AND TRANSFERRING FOUR HUNDRED FIVE THOUSAND DOLLARS ($405,000.00) FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND FOR SAID PROJECT SUMMARY: Attached is an Ordinance approving and authorizing the Mayor to sign the following two agreements:  Employment Agreement between the City of Pueblo and Thar Extracts CO LLC, a Colorado limited liability company (the “Company”).  Contract for the City to sell 350 Keeler Parkway, Pueblo, Colorado 81001 (the “Property”) to Thar Process Inc.,for $4,120,000.00. PREVIOUS COUNCIL ACTION: Not applicable to this Ordinance. BACKGROUND: The Company’s business plan is centered on the manufacture of hemp oil for distribution outside of Pueblo County. The Company has agreed to process harvested hemp plants and manufacture hemp oil at 350 Keeler Parkway, Pueblo, Colorado 81001, in the Pueblo Memorial Airport Industrial Park (the former “Big R Building”). FINANCIAL IMPLICATIONS: The proposed Employment Agreement provides that after a three-year ramp up period, the Company will hire and employ not less than twenty-seven (27) new full-time employees at its manufacturing facility, at an average annual salary of not less than $42,037.00 per year plus benefits. Under the proposed Buy and Sell Agreement, Thar Process, Inc., an affiliate of the Company will pay $3,715,000.00 in cash at closing and the City’s investment of $405,000.00 will secured by a first lien on the two (2) most valuable items of the Company’s manufacturing equipment and a second mortgage (Deed of Trust) on 350 Keeler Parkway, Pueblo, CO 81001. Upon completion of the Company’s employment commitment, the City’s security interest in manufacturing equipment and second Deed of Trust will be released. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Ordinance. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: If this Ordinance is not approved, the City will lose the opportunity to create twenty-seven (27) new primary jobs. RECOMMENDATION: The Pueblo Economic Development Corporation recommends approval of this Ordinance. Attachments: Proposed Ordinance; Proposed Employment Agreement; Proposed Contract to Buy and Sell Real Estate; Proposed Special Warranty Deed from the City; Proposed Deed of Trust; proposed Security Agreement EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 26th day of August, 2019 by and between the City of Pueblo, a Colorado municipal corporation (the "City") and Thar Extracts CO LLC, a Colorado limited liability company (the "Company"). The Company and the City are referred to collectively in this Agreement as the "Parties" and individually, without differentiation, each as a "Party." WHEREAS, the Company has expressed a willingness to establish a manufacturing center and business administration offices for the Company's hemp business at the City's Airport Industrial Park, and in furtherance thereof has, through the Pueblo Economic Development Corporation ("PEDCO"), made application for funds from the City; and WHEREAS, PEDCO has recommended to the Mayor and City Council that City approve such application, and WHEREAS, the Mayor and City Council, based on PEDCO's recommendation, have approved such application and will make funds available to Company subject to and upon the terms and conditions of this Agreement; and WHEREAS, Company's business plan, as it pertains to Pueblo County, is centered on the commercial manufacture of hemp oil for distribution outside of Pueblo County ("Company's Business"), and WHEREAS, the City has determined that Company's Business will create primary jobs and will not materially and substantially compete with any existing activity or business within the City; and WHEREAS, in connection with its application, the Company has committed to: (i) invest approximately Twelve Million Dollars ($12,000,000) in fixed assets in a manufacturing facility located within the City's Airport Industrial Park: and (ii) provide the employment described in Section 3 of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Company agree as follows: 1. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Employment Commitment Date" means October 1, 2022. "Equipment" means the following industrial equipment to be acquired, installed, 1 maintained and used by Company in the Facility, all of which Equipment shall have a useful economic life of not less than 120 months: Manufacturer: ThAK No ss Model: 1650L Extraction System Serial Number: 52001-0002 Manufacturer: ' 1AR Pi€ 'CF5S Model: SFC 60 Extractor Machine Serial Number: 48858-0006 "Facility" means the 55,000 square foot warehouse and manufacturing building and business administration offices located at the Pueblo Memorial Airport Industrial Park, having a street address of 350 Keeler Parkway, Pueblo, Colorado, 81001, wherein Company will conduct its business operations. "Full-Time Employee" means a person who actually performs work at the Facility for not less than thirty-five (35) hours per week at an average annual salary of not less than $42,037.00 per year plus benefits, employed by the Company or new employees hired as a result of recruiting. "Per Employee Payment" means an amount equal to (a) the Total Funds Advanced divided by 27 (i.e. the Full Time Employees subject to the Employment Commitment), divided by(b) 28 (i.e. the number of Quarters in the Repayment Period). "Property" means Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as: 350 Keeler Parkway, Pueblo, CO 81001. "Quarter" means three consecutive calendar months commencing January 1, April 1, July 1 and October 1 of each calendar year. "Quarterly Employees" means the sum of the aggregate number of Full -Time Employees on each business day of a Quarter, divided by the number of business days in such Quarter. "Repayment Reduction" means for each Quarter an amount equal to the Total Funds Advanced divided by 28 (i.e. the number of Quarters in the Repayment Period). For example, if the Total Funds Advanced equals $405,000.00, the Repayment Reduction would be $405,000.00 28 = $14,464.29. 2. If Company is not in default under this Agreement, City will advance to or for the benefit of Company (each such advance, a "Funds Advance" and all such cumulative advances 2 the "Total Funds Advanced") funds in the amount of Four Hundred Five Thousand Dollars ($405,000.00) (the "City Funds"), subject to and contingent upon the following conditions and covenants which Company agrees to perform and comply with: (a) City agrees to sell the Property and Facility to Company in accordance with the terms and conditions of the Contract to Buy and Sell Real Estate of even date herewith. The "closing" of the sale of the Facility by City to Company shall take place within thirty(30) days of the issuance of a Certificate of Occupancy for the Facility following the remodeling and renovation of the Facility by the Company. (b) Company shall file in the office of the City Clerk copies of the following: (i) Company's certificate or other evidence of authority to transact business in the State of Colorado issued by the Colorado Secretary of State, and (ii) certified copies of the resolutions of the governing board of Company approving (A) this Agreement; (B) the Contract to Buy and Sell Real Estate for the Property and Facility and authorizing its officers to execute and deliver said documents in the name of Company, and (iii) (A) this Agreement; and (B) the Contract to Buy and Sell Real Estate executed by authorized officers of Company. The date of the last to occur of the filings required under (i), (ii) and (iii) of this Section 2(b) shall be referred to herein as "Closing." If Closing does not occur on or before December 31, 2019, or such later date as Company and City shall mutually agree, City, at its sole option, may terminate this Agreement and City and Company shall thereafter be released and discharged from all obligations hereunder. 3. Company acknowledges and agrees that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making City Funds available to Company hereunder is the creation of jobs. Therefore, Company represents, covenants, and agrees that it will after the date of this Agreement continuously conduct its business operations and employ Full -Time Employees at the Facility as follows: (i) during the period from the date of this Agreement to the Employment Commitment Date, Company shall use commercially reasonable efforts in good faith to employ as many Full-Time Employees as reasonably justified by its business operations, and (ii) on and after the Employment Commitment Date, Company shall employ not less than twenty-seven (27) Full-Time Employees at the Facility (the "Employment Commitment"). 4. Notwithstanding anything contained in this Agreement to the contrary, if Company shall for any reason default in its Employment Commitment set forth in Section 3, Company shall repay to City a pro-rata share of the City Funds advanced by City under Section 2 hereof based upon the number of Full -Time Employees employed by Company at the Facility (the "Repayment Obligation"), as follows: (a) During the seven(7) year period starting on the Employment Commitment Date and ending eighty-four (84) months thereafter (the "Repayment Period"), Company shall pay to City an amount each Quarter equal to the Quarterly Employees less than twenty-seven 3 (27) Full -Time Employees employed at the Facility by Company multiplied by the Per Employee Payment (the "Company's Quarterly Payments"). For example, if for the second Quarter of the third year after the Employment Commitment Date the Total Funds Advanced equals $405,000.00 and such Quarterly Employees is 19, the amount payable by Company to City on or before the fifteenth (15th) day of the next calendar month would be (27 - 19) x $535.71 = $4,285.68. (b) Company's Quarterly Payments, if any, shall be paid to the City without notice, demand, deduction or setoff on or before the fifteenth (15th) day of the month after the end of each Quarter during the Repayment Period and for one month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003, or such other person or location as the City may designate. All past due Company's Quarterly Payments shall bear interest at the rate of eight(8) percent per annum ("Default Rate") until paid. (c) Within fifteen (15) days after the end of each Quarter after the Employment Commitment Date and for one calendar month after the Repayment Period, Company will submit to City's Director of Finance Company's statements showing the Quarterly Employees and their aggregate salaries for the preceding Quarter and the basis upon which Quarterly Employees and Company's Quarterly Payment, if any, were computed, certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City shall have access to Company's records relating to Company's employees employed at the Facility. Except in the event of any action filed by City to enforce this Agreement, City shall treat such information as confidential and shall not disclose (except pursuant to a subpoena or court order) such information to any party other than those City employees who have a need to know such information. (d) Subject to the provisions of Section 6, if Company defaults in the performance of its Repayment Obligation and such default is not cured within sixty (60) days after written notice specifying the default is given by City to Company, then in such event, City may declare the entire balance of Company's Repayment Obligation due and owing together with interest thereon from the date of default at the Default Rate, and for such purpose, the entire balance of Company's Repayment Obligation shall be the amount calculated pursuant to Section 4(e). Company's Repayment Obligation is absolute and unconditional and shall not be abated, reduced, diminished, modified, withheld or otherwise offset for any cause or reason whatsoever. (e) Except as otherwise provided in Sections 7 and 13 hereof, City's damages for breach of Company's Employment Commitment or Repayment Obligation shall not exceed Total Funds Advanced plus interest, provided, however, that the Total Funds Advanced shall be reduced by the Repayment Reduction for each Quarter Company meets its Repayment Obligation during the Repayment Period by either (i) employing twenty-seven (27) Quarterly Employees at the Facility, or (ii) paying Company's Quarterly Payments as provided in Section 4(a) above for such Quarter. 4 5. All City Funds advanced to Company by City under this Agreement shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligation contained in Section 4. The Company's performance under this Agreement including its Repayment Obligation contained in Section 4 shall be secured by: (a) A Deed of Trust encumbering the Facility and Property. Company covenants with and warrants to the City that the Deed of Trust shall constitute a second priority lien or encumbrance and that there are and will be only one senior lien or encumbrance against the Facility and Property. The form and content of the Deed of Trust shall be subject to the prior reasonable approval of the City Attorney; and (b) A perfected first security interest in the Equipment, which Equipment (not including any costs of installation or calibration) shall have a fair market value of not less than the amount of the Total Economic Incentives at the time placed in service at the Facility. Contemporaneously with the execution of this Agreement, Company shall execute and deliver to City Company's Security Agreement, Financing Statement and other documents required to perfect a first security interest in the Equipment all in form and content subject to the reasonable approval of the City Attorney (the "Security Agreement"). Company hereby authorizes City to file Financing Statements with appropriate state offices in Colorado and Company's state of incorporation to perfect City's security interest in the Equipment. 6. (a) Prior to instituting any proceeding to enforce Company's Repayment Obligation under Section 4 hereof, City shall notify Company in writing of its intention to institute such proceedings. Company may request relief from its Repayment Obligation by delivering to City within thirty (30) days after date of City's notice, Company's written request for relief specifying the grounds upon which such relief is sought together with documents supporting said grounds. Within ninety (90) days after receipt of Company's request, City will schedule a meeting with the City Council at which Company must appear. City will notify Company of the time and place of the meeting at least ten (10) days before the meeting. Failure of Company to timely deliver its complete written request for relief or to appear at the scheduled meeting with the City Council shall entitle City to immediately institute proceedings to enforce Company's Repayment Obligation. (b) City Council may or may not, in its sole and absolute discretion, relieve Company, in whole or in part, from Company's Repayment Obligation. Any action taken by the City Council relating to a request for relief shall be final and binding on Company, and not subject to judicial review. Any such action by City Council is, and shall constitute, a legislative measure. Nothing contained in this Section 6 shall grant or be construed to grant to Company any right or claim to relief from its Repayment Obligation or a hearing with respect thereto. (c) No delay by the City in scheduling a meeting, or failure by City to exercise its right to enforce this Agreement, including Company's Repayment Obligation, and no 5 partial or single exercise of that right, shall constitute a waiver of that right. 7. In the event of any litigation arising under this Agreement, the court shall award to, and the prevailing party shall recover its costs together with all internal and out-of-pocket expenses of any kind relating to the litigation including, but not limited to, reasonable attorney fees. Venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each party hereby submits to the personal and subject matter jurisdiction of such District Court. To the full extent allowed by law, each party hereby waives its right to a jury trial. 8. This Agreement expresses the entire understanding of the parties and supersedes and abrogates any and all prior dealings and commitments, whether oral or written, with respect to the subject matter of this Agreement and may not be amended or modified except in writing signed by both City and Company. Any waiver of any provision of this Agreement must be in writing and signed by the party whose rights are being waived. No waiver of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The failure of either party to enforce or seek enforcement of the terms of this Agreement following any breach shall not be construed as a waiver of such breach. 9. This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 10. Any notices hereunder shall be sufficiently given if given in writing personally or mailed by first class, registered, or certified mail, postage prepaid, addressed: (a) if to City, Mayor, City of Pueblo, 1 City Hall Place, 2nd Floor, Pueblo, Colorado, 81003, with copy to City Attorney, 1 City Hall Place, 3`d Floor, Pueblo, Colorado, 81003, or (b) if to the Company, Attn: Chief Executive Officer, 730 17th Street, Suite 420, Denver, CO 80202. or to such other person or address as either party shall specify in written notice given to the other party pursuant to the provisions of this Section 10. Notice shall be effective (i) upon receipt if delivered personally, or(ii) three (3)business days after deposit in the mails, if mailed. 11. Time is of the essence hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein without the express written consent of the City which will not be unreasonably withheld or delayed. Any assignment or attempted assignment of this Agreement by Company without such consent shall be null and void. No assignment of this Agreement or any interest herein by Company shall release or discharge Company from any 6 of its obligations under this Agreement unless otherwise agreed by City at the time consent to assignment is given. 12. The persons signing this Agreement in the name of and on behalf of Company represent and warrant that they and Company have the requisite power and authority to enter into, execute, and deliver this Agreement, and that this Agreement is a valid and legally binding obligation of Company enforceable against Company in accordance with its terms. 13. Company represents and warrants that no person, entity, or organization has been employed or retained or will receive or be paid, directly or indirectly, any commission, percentage, contingent fee or any other remuneration payment receipt of which is contingent upon approval of this Agreement by City or City's advancement of City Funds to Company hereunder. For breach or violation of this warranty, City shall have the right to terminate this Agreement, or recover the full amount of such commission, percentage, contingent fee or other remuneration, or to seek such other remedies legally or equitably available to City, which remedies shall be cumulative. 14. In no event shall City, its officers, agents or employees be liable to Company for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on its part to be performed. In consideration of City entering into this Agreement, Company hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Company's Repayment Obligation under Section 4 hereof with respect to the amount of City Funds actually advanced or paid by City to or for the benefit of Company pursuant to Section 2 hereof. 15. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. 16. Neither party shall be, or hold itself out as, agent of the other or as partners or joint venturers under this Agreement. 17. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision. 18. The provisions of this Agreement are for the exclusive benefit of the parties hereto and their successors and permitted assigns, and no third party shall be a beneficiary, or have any rights by virtue of, this Agreement. 7 19. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. Executed at Pueblo, Colorado, this 26th day of August, 2019. ,t .'\( ,`' City of Pueblo, Colorado `' V,, a Colorado Municipal Corporation \ 1441*04.; A41:7,.. :1, ..,''o,/' € Clerk-_ _ --- By 2/e..ea4/ Nicholas A. Gr Isar Mayor Thar Extracts CO LLC a Colorado Limited Liability Company /. ..,_ciA,Aiival By Name: GREG . +bE21i10A- Title: Manager PeronSyle.C...,‘, ?1.7 STATE OF ) ) ss. COUNTY OF A//,41I,,,� ) The foregoing instrument was acknowledged before me this 0.4' day of p,1,,,1-i- , 2019 by 1/4;, C,- --1-416e,-,{/,wer as Manager of Thar Extracts CO LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: #44.-,I, 1.5 a-oa,, . [ SEAL ] C � Notary Public COMMONWEALTH OF PENNSYLVANIA 8 NOTARIAL SEAL Thomas Weifenbaugh, Notary Public O'Hara Twp., Allegheny County My Commission Expires March 15, 2020 EMBER,PENNSYLVANIA ASSOCIATION OF NOTARIES CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT ("Agreement") is made the 26th day of August, 2019, between the City of Pueblo, a Colorado municipal corporation (hereinafter called the "Seller"), and Thar Process Inc., a Pennsylvania corporation(hereinafter called the"Purchaser"). 1. Property Defined. The Seller agrees to sell and convey to the Purchaser, and the Purchaser agrees to purchase from the Seller, all that certain plat, piece, and improved parcel of land having the following legal description: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as 350 Keeler Parkway, Pueblo, CO 81001 (the "Property"). The Property shall be conveyed by Special Warranty Deed ("Deed") a form of which,marked as Exhibit 1, is attached hereto and incorporated herein by reference. The Property shall be conveyed subject to and subordinate to all easements,reservations,restrictions,covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions(as hereinafter defined),which shall be listed as exceptions in Exhibit A to the Special Warranty Deed, subject to satisfaction of the conditions listed in Paragraph 4 of this Agreement. 2. Purchase Price. Seller and Purchaser agree that the total purchase price shall be Four Million One Hundred Twenty Thousand Dollars(U.S. $4,120,000.00),to be paid as provided in, and subject to, Paragraph 3 below(the "Purchase Price"). 3. Payment of Purchase Price. The Purchase Price for the Property shall be payable as follows: (a) Three Million Seven Hundred Fifteen Thousand Dollars ($3,715,000.00) in cash or certified funds payable on the Closing Date (as defined in Paragraph 6 below); (b) As agreed to in that certain Employment Agreement between Seller and Purchaser of even date herewith("Employment Agreement"),at Closing(as hereinafter defined), Purchaser shall deliver to Seller a duly executed Deed of Trust to the Property in the principal amount of Four Hundred Five Thousand Dollars ($405,000.00). Purchaser covenants with and warrants to the Seller that the Deed of Trust shall constitute a second priority lien or encumbrance and that there are and will be only one (1) senior lien or encumbrance against the Property. As agreed to in the Employment Agreement, during the seven (7) year period starting on the Employment Commitment Date (as defined in the Employment Agreement) and ending eighty- four(84) months thereafter(the "Repayment Period")the principal balance of the Deed of Trust will be decreased on a quarterly basis consistent with the Purchaser's compliance with its Employment Commitment as set forth in Sections 3 and 4 of the Employment Agreement. The 1 format of the Deed of Trust shall be prepared by the Seller and shall require the consent of the Purchaser, which consent shall not be arbitrarily withheld, conditioned or delayed. 4. Real Property Taxes. General real property taxes and assessments for tax year 2019, if any, shall be prorated and paid at Closing to the Purchaser on the basis of the 2018 tax year. 5. Title Commitment and Policy. Within ten(10) days of the date hereof and, in any event,at least twenty(20)days prior to the Closing Date,Seller shall order and obtain,and deliver to Purchaser, at Seller's expense, a current commitment for extended coverage title insurance in the amount of the Purchase Price,together with legible copies of all documents listed as exceptions therein, and a current certificate of taxes due with respect to the Property, from a title company selected by Seller, and reasonably acceptable to Purchaser, authorized to issue title insurance in the state of Colorado (the "Title Company"), on the current standard form of extended ALTA Owners Policy (collectively, the "Title Commitment"). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Purchaser. Purchaser shall have the right to review the Title Commitment and the title documents and notify Seller in writing of any title objections to the title exceptions set forth in the Title Commitment. Seller shall have five (5) days from receipt of notice of such objections within which to eliminate or modify (or agree in writing to so eliminate or modify) any such unacceptable exceptions to the reasonable satisfaction of Purchaser,but Seller shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions. In the event that Seller is unable or unwilling to eliminate or modify (or agree in writing to so eliminate or modify) such unacceptable exceptions to the reasonable satisfaction of Purchaser on or before the expiration of said five (5) day period, Seller shall notify Purchaser in writing of such fact within said five (5) day period or be deemed to have so notified Purchaser with respect to all such unacceptable exceptions not theretofore cured upon the fifth (5th) day of said period. In such event, Purchaser shall, prior to the Closing Date either(i)waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment (the "Permitted Exceptions"), or (ii) terminate this Agreement by written notice to Seller, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Purchaser the owner's title insurance policy referred to above(the"Title Policy"), issued by the Title Company insuring Purchaser's title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years, and the Permitted Exceptions. At Closing, Seller shall pay the premium for the Title Policy. Purchaser may obtain such other endorsements to the Title Policy as Purchaser desires, at the expense of Purchaser, except for endorsements obtained at Seller's cost. Seller shall provide such affidavits or certificates,and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics' or materialmen's liens, as exceptions to the Title Policy. 6. Closing Time and Place. Closing of the transaction contemplated hereby ("Closing") shall be held at the offices of Land Title Guarantee Corporation ("LTGC") 503 N. Main Street, Pueblo, CO 81005 at a date and time as agreed by Seller and Purchaser. Each of the parties hereby authorizes LTGC to close this transaction and each agrees to be responsible for one- 2 half(1/2) of the closing fee charged by Stewart Title. The Purchaser's real estate broker will be paid a commission of$120,000.00 by Seller at closing. 7. Closing Costs. All other costs and expenses incident to this transaction and the Closing thereof shall be paid by the party incurring same. 8. Leases or other Contracts. Seller warrants that there are no leases, contracts or agreements applicable to or affecting the Property, entered into by Seller, and that to the best of Seller's actual knowledge there are no other leases, contracts or agreements entered into by any third party applicable to or affecting the Property, which are or will be in force and effect on the date of Closing. 9. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE(OTHER THAN SELLER'S SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION (INCLUDING, BUT NOT LIMITED TO, HAZARDOUS MATERIALS CONTAMINATION), UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED,UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY"AS IS, WHERE IS,WITH ALL FAULTS."PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 9 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE SPECIAL WARRANTY DEED HEREUNDER. 10. Seller and Purchaser agree that the provisions of this Agreement shall survive Closing and the recording of the Deed. 11. All understandings and agreements heretofore had between the parties hereto are merged into this Agreement and the Employment Agreement, which alone fully and completely express their agreement,and this Agreement and the Employment Agreement are entered into after full investigation, neither party relying upon any statement or representation, not embodied in this Agreement or the Employment Agreement, made by the other. 12. This Agreement may not be changed or terminated orally. 3 13. The provisions in this Agreement are to apply to and bind, and inure to the benefit of,the heirs, executors, administrators, successors, and assigns of the respective parties. 14. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect. 15. Applicable Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY,STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF COLORADO. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 15 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE SPECIAL WARRANTY DEED HEREUNDER. TO THE FULL EXTENT PERMITTED BY LAW, PURCHASER AND SELLER HEREBY WAIVE THEIR RIGHTS TO A TRIAL BY JURY. 16. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser, and their respective heirs,executors,administrators,successors and assigns only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing. 17. The following schedules or exhibits attached hereto shall be deemed to he an integral part of this Agreement: Exhibit 1 —Form of Special Warranty Deed 18. The section headings appearing in this Agreement are for convenience of reference only and are not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof. 19. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto. 20. The failure to enforce any provision of this Agreement shall not operate as a waiver of any preceding or future breach of any such provision or any other provision hereof. 21. Neither party shall record this Agreement or any short form memorandum of this 4 .......____. . Agreement. Executed at Pueblo, Colorado, the day and year first above written. SELLER: CITY OF PUEBLO, CO A MUNICIPAL CORPORATION By: • S i // /0 4 1p �1 toAP ?(4,,,aed hola r dis D //1 , i 16 i IL 4\#44 Mayor I "dam .I�in 40 ATTESTED BYk-�"�' `� ..'-�'�'. •.-i ` Mom q!l!lid`\ CITY CLERK PURCHASER: Thar Process Inc. a Delaware corporation By: + r Name: Gregory Imberlina Title: _ C fQ STATE OF COLORADO ) ) ss. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this 27th day of August, 2019 by Gregory Imberlina as C Fe3 of Thar Process Inc., a Pennsylvania corporation. Witness my hand and official seal. My commission expires: c- [ SEAL ] I /I == MICHAELACATAUNO Notary ' . laic NOTARY PUBLIC STATE OF COLORADO NOTARY ID 200340 UG Soe T 7.2023 MY COMMISSION EXPIRES 5 STATE OF COLORADO UNIFORM COMMERCIAL CODE—SECURITY AGREEMENT Debtor: Name: Thar Extracts CO LLC, a Colorado limited liability company (Exact Legal Name Required) Address: Residence: No. Street City State Business: 350 Keeler Parkway Pueblo Colorado No. Street City State Secured Party: Name: City of Pueblo, Colorado, a Colorado municipal corporation Address: 1 City Hall Place Pueblo Colorado No. Street City State Debtor,for consideration,hereby grants to Secured Party a security interest in the following property and any and all additions, accessions and substitutions thereto or therefor(hereinafter called the"COLLATERAL"): the equipment and other property listed in the attached Exhibit A(1 page) To secure payment of the indebtedness evidenced by certain promissory note of even date herewith,payable to the Secured Party,or order,as follows: the Employment Agreement dated August 26, 2019 between Debtor and Secured Party and the performance of the Debtor's obligations under said Employment Agreement including the payment of$405,000.00 by Debtor to Secured Party DEBTOR EXPRESSLY WARRANTS AND COVENANTS: 1. That except for the security interest granted hereby Debtor is,or to the extent that this agreement states that the Collateral is to be acquired after the date hereof,will be,the owner of the Collateral free from any adverse lien,security inter- est or encumbrances; and that Debtor will defend the Collateral against all claims and demands of all persons at anytime claiming the same or any interest therein. 2. The Collateral is used or bought primarily for: ❑ Personal,family or household purposes; ❑ Use in farming operations; X Use in business. 3. That Debtor's residence,state of organization or chief executive office is as stated herein,and the Collateral will be kept at 350 Keeler Parkway Pueblo Pueblo Colorado No.and Street City County State 4. If any of the Collateral is oil,gas,or minerals to be extracted or timber to be cut,or goods which are or are to become fixtures, said Collateral concerns the following described real estate situate in the County of and State of Colorado,to wit: No.eUCC 1205. Rev.8-01. UNIFORM COMMERCIAL CODE—SECURITY AGREEMENT (Page I of 2) Bradford Publishing,1743 Wazee St.,Denver,CO 80202—(303)292-2500—www.bradfordpublishing.com—eForm 5. Promptly to notify Secured Party of any change in the location of the Collateral. 6. To pay all taxes and assessments of every nature which may be levied or assessed against the Collateral. 7. Not to permit or allow any adverse lien,security interest or encumbrance whatsoever upon the Collateral and not to permit the same to be attached or replevined. 8. That the Collateral is in good condition,and that Debtor will, at Debtor's own expense,keep the same in good condition and from time to time,forthwith,replace and repair all such parts of the Collateral as may he broken,worn out,or damaged without allowing any lien to be created upon the Collateral on account of such replacement or repairs,and that the Secured Party may examine and inspect the Collateral at any time,wherever located. 9. That Debtor will not use the Collateral in violation of any applicable statutes,regulations or ordinances. 10. The Debtor will keep the Collateral at all times insured against risks of loss or damage by fire(including so-called extended coverage),theft and such other casualties as the Secured Party may reasonably require,including collision in the case of any motor vehicle,all in such amounts,under such forms of policies,upon such terms,for such periods,and written by such companies or underwriters as the Secured Party may approve, losses in all cases to be payable to the Secured Party and the Debtor as their interest may appear.All policies of insurance shall provide for at least ten days'prior written notice of cancel- lation to the Secured Party;and the Debtor shall furnish the Secured Party with certificates of such insurance or other evidence satisfactory to the Secured Party as to compliance with the provisions of this paragraph.The Secured Party may act as attor- ney for the Debtor in making,adjusting and settling claims under or cancelling such insurance and endorsing the Debtor's name on any drafts drawn by insurers of the Collateral. UNTIL DEFAULT Debtor may have possession of the Collateral and use it in any lawful manner,and upon default Secured Party shall have the immediate right to the possession of the Collateral. DEBTOR SHALL BE IN DEFAULT under this agreement upon the happening of any of the following events or con- ditions: (a) default in the payment or performance of any obligation,covenant or liability contained or referred to herein or in any note evidencing the same; (b) the making or furnishing of any warranty,representation or statement to Secured Party by or on behalf of Debtor which proves to have been false in any material respect when made or furnished; (c) loss,theft, damage, destruction, sale or encumbrance to or of any of the Collateral,or the making of any levy seizure or attachment thereof or thereon; (d) death,dissolution,termination of existence,insolvency,business failure,appointment of a receiver of any part of the property of,assignment for the benefit of creditors by,or the commencement of any proceeding under any bankruptcy or insolvency laws of,by or against Debtor or any guarantor or surety for Debtor. UPON SUCH DEFAULT and at any time thereafter, or if it deems itself insecure, Secured Party may declare all Obligations secured hereby immediately due and payable and shall have the remedies of a secured party under Article 9 of the Colorado Uniform Commercial Code. Secured Party may require Debtor to assemble the Collateral and deliver or make it available to Secured Party at a place to be designated by Secured Party which is reasonably convenient to both parties. Expenses of retaking,holding,preparing for sale, selling or the like shall include Secured Party's reasonable attorney's fees and legal expenses (including the allocated fees and expenses of in-house counsel) and such portion of the Secured Party's overhead as it may in its reasonable judgment deem allocable to and includable in such expenses. No waiver by Secured Party of any default shall operate as a waiver of any other default or of the same default on a future occasion.The taking of this Security Agreement shall not waive or impair any other security Secured Party may have or hereafter acquire for the payment of the above indebtedness,nor shall the taking of any such additional security waive or impair this Security Agreement;but Secured Party may resort to any security it may have in the order it may deem proper,and notwithstanding any collateral security,Secured Party shall retain its rights of set-off against Debtor. All rights of Secured Party hereunder shall inure to the benefit of its successors and assigns; and all promises and duties of Debtor shall bind Debtor's heirs,executors or administrators or Debtor's successors or assigns.If there be more than one Debtor,their liabilities hereunder shall be joint and several. Dated: August 26, 2019 Debtor: Colorado Debtor's state of organization,or if not a registered organization,chief executive officer 114 kg)I NA Ct Fp 20191133103 Debtor's State Identification No. No.eUCC 1205. (Page 2 of 2) Exhibit A, for State of Colorado Uniform Commercial Code — Security Agreement Debtor - Thar Extracts CO LLC, a Colorado limited liability company Secured Party — City of Pueblo, CO, a Colorado municipal corporation "Debtor, for consideration, hereby grants Secured Party a security interest in and to the following property and any and all additions, accessions and substitutions and proceeds therefrom and thereafter (hereinafter called the "COLLATERAL"): Manufacturer: AA ROCISS Model: 1650L Extraction System Serial Number: 52001-0002 Manufacturer: 4.11 P.t c E55 Model: SFC 60 Extractor Machine Serial Number: 48858-0006 • Official Records of Pueblo County Clerk & Recorder 2150337 08/27/2019 03:36:12 PM Page 1 of 14 Deed Of Trust R: $78.00 D: $0.00 Gilbert Ortiz -DEED OF TRUST THIS INDENTURE ("Deed of Trust"), is made this 27th day of August, 2019 between Thar Process, Inc., a Pennsylvania corporation, whose address is 150 Gamma Drive, Pittsburgh, PA 15238 ("Grantor"), and the Public Trustee of the County of Pueblo, State of Colorado hereinafter referred to as ("Public Trustee") for the benefit of the City of Pueblo, a Colorado municipal corporation whose address is One City Hall Place, Pueblo, CO 81003 ("City of Pueblo"); WITNESSETH THAT, WHEREAS, Thar Extracts CO LLC, a Colorado limited liability company, which is affiliated with the Grantor ("Thar Extracts") and the City of Pueblo are parties to that certain Employment Agreement dated August 26, 2019, a true, complete and correct copy of which is attached as Exhibit A hereto (the "Agreement") whereby Thar Extracts agreed to comply with certain employment requirements enumerated in the Agreement in consideration of certain economic development funds advanced from the City of Pueblo to Thar Extracts in an aggregate amount not to exceed Four Hundred Five Thousand Dollars ($405,000.00); AND WHEREAS,by this instrument,the Grantor is desirous of securing payment of the Repayment Obligation of Thar Extracts pursuant to Section 4 of the Agreement(the"Repayment Obligation")to the extent outstanding and subject to the quarterly reductions pursuant to Section 4(e)of the Agreement(the"Obligations"); AND WHEREAS, the Grantor hereby assumes the Obligations, as defined above, of Thar Extracts under the Agreement and Grantor agrees that any default on the part of Thar Extracts under the terms of the Agreement shall constitute a default by Grantor under this Deed of Trust, entitling the City, as beneficiary, to exercise the remedies specified in this instrument, in accordance with its terms. NOW THEREFORE, the Grantor, in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust until the full payment and performance of the Obligations ("Termination Date"), the following described property,to wit: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as 350 Keeler Parkway, Pueblo, CO 81001. TO HAVE AND TO HOLD the same, together with all and singular the privileges and appurtenances thereunto belonging, in trust nevertheless, that: a) in case of default by Thar Extracts of the Obligations under the Agreement, or in the payment of any interest thereon according to the tenor and effect of said Agreement, or in the payment of any senior or junior encumbrances, principal or interest, if any, or b)in case default shall be made or violation or h of any of the terms conditions, covenants or agreements herein contained, which is not Lary.!-,ale 31-6'4 GUMANTU,U cr.+4 1/ DEED OF TRUST THIS INDENTURE ("Deed of Trust"), is made this 27th day of August, 2019 between Thar Process, Inc., a Pennsylvania corporation, whose address is 150 Gamma Drive, Pittsburgh, PA 15238 ("Grantor"), and the Public Trustee of the County of Pueblo, State of Colorado hereinafter referred to as ("Public Trustee") for the benefit of the City of Pueblo, a Colorado municipal corporation whose address is One City Hall Place, Pueblo, CO 81003 ("City of Pueblo"); WITNESSETH THAT, WHEREAS, Thar Extracts CO LLC, a Colorado limited liability company, which is affiliated with the Grantor ("Thar Extracts") and the City of Pueblo are parties to that certain Employment Agreement dated August 26, 2019, a true, complete and correct copy of which is attached as Exhibit A hereto (the "Agreement") whereby Thar Extracts agreed to comply with certain employment requirements enumerated in the Agreement in consideration of certain economic development funds advanced from the City of Pueblo to Thar Extracts in an aggregate amount not to exceed Four Hundred Five Thousand Dollars ($405,000.00); AND WHEREAS, by this instrument, the Grantor is desirous of securing payment of the Repayment Obligation of Thar Extracts pursuant to Section 4 of the Agreement (the "Repayment Obligation") to the extent outstanding and subject to the quarterly reductions pursuant to Section 4(e) of the Agreement (the "Obligations"); AND WHEREAS, the Grantor hereby assumes the Obligations, as defined above, of Thar Extracts under the Agreement and Grantor agrees that any default on the part of Thar Extracts under the terms of the Agreement shall constitute a default by Grantor under this Deed of Trust, entitling the City, as beneficiary, to exercise the remedies specified in this instrument, in accordance with its terms. NOW THEREFORE, the Grantor, in consideration of the premises and for the purpose aforesaid, does hereby grant, bargain, sell and convey unto the said Public Trustee in trust until the full payment and performance of the Obligations ("Termination Date"), the following described property,to wit: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as 350 Keeler Parkway, Pueblo, CO 81001. TO HAVE AND TO HOLD the same, together with all and singular the privileges and appurtenances thereunto belonging, in trust nevertheless, that: a) in case of default by Thar Extracts of the Obligations under the Agreement, or in the payment of any interest thereon according to the tenor and effect of said Agreement, or in the payment of any senior or junior encumbrances, principal or interest, if any, or b) in case default shall be made or violation or •. h of any of the terms conditions, covenants or agreements herein contained, which is not Larr c?)``1P-"34/kk-c 1 GUMANT,I COMIAN( cured within sixty(60) days after written notice specifying the default is given by the City of Pueblo to Grantor, the beneficiary hereunder or the legal holder of the indebtedness secured hereby may declare a violation of any of the covenants herein contained and may elect to advertise said property for sale, and demand such sale by filing a notice of election and demand for sale with the Public Trustee. Upon receipt of such notice of election and demand for sale, the Public Trustee shall cause such notice to be recorded in the recorder's office of the county in which said property is situated. The Public Trustee shall then give public notice of the time and place of sale by advertisement to be published for four weeks (once each week for four successive weeks) in some newspaper of general circulation at that time published in the county or counties in which said property is located. A copy of such notice shall be mailed to all persons entitled to receive notice as provided by law. It shall and may then be lawful for the Public Trustee to sell said property for the highest and best price the property will bring in cash and to dispose of the said property (en masse or in separate parcels, as the said Public Trustee may think best), together with all the right,title and interest of the Grantor therein, at public auction at any place as may be specified by statute and designated in the notice of sale. The Public Trustee shall make and give to the purchaser of such property at such sale, a certificate of purchase as required by law. Unless the property is redeemed, the public trustee shall execute and record a confirmation deed to the holder of the certificate of purchase no less than fifteen days after the date of sale or, if later, the expiration of all redemption periods and the receipt of all statutory fees and costs. The Public Trustee shall, out of the proceeds of such sale and after first paying and retaining all fees, charges and costs of making said sale, pay to the beneficiary hereunder any amounts due pursuant to the Obligations under the Agreement, and all moneys advanced by such beneficiary for insurance, taxes and assessments, with interest thereon at eight per cent per annum, rendering the overplus, if any, unto those persons entitled thereto as a matter of law. Said sale as evidenced by the confirmation deed executed and recorded by the Public Trustee shall operate as a perpetual bar, both in law and equity, against the Grantor and all other persons claiming the said property, or any part thereof, by, from, through or under the Grantor. The City of Pueblo may purchase said property or any part thereof; and it shall not be obligatory upon the purchaser at any such sale to see to the application of the purchase money. For the purposes of calculating the proceeds and overplus of a sale as described above, the amount of the Repayment Obligation owed to the City of Pueblo as of the date of the sale shall be that amount which is outstanding under the Agreement at the time of such sale, taking into consideration the quarterly reduction of the amount of the Repayment Obligation pursuant to Section 4(e) of the Agreement. The Grantor covenants with and warrants to the Public Trustee, that at the time of the ensealing of and delivery of these presents the Grantor is well seized of the said lands, tenements and property in fee simple, and has good right, full power and lawful authority to grant, bargain, sell and convey the same in the manner and form as aforesaid; hereby fully and absolutely waiving and releasing all rights and claims the Grantor may have in or to said lands, tenements, and property as a Homestead Exemption, or other exemption, under and by virtue of any act of the General Assembly of the State of Colorado or of the United States Congress, now existing or which may hereafter be passed in relation thereto, and that the same are free and clear of all liens 2 and encumbrances whatever as of the date hereof except an Indenture (Deed of Trust) of even date herewith, given by Grantor for the benefit of Legacy Bank and liens, easements, conditions, restrictions, covenants and reservations of record. The Grantor further warrants to the Public Trustee the quiet and peaceable possession of said property against all persons who may lawfully claim the whole or any part thereof, and that the Grantor shall and will forever defend the title to said property against such person or persons subject to the Indenture (Deed of Trust) of even date herewith, given by Grantor for the benefit of Legacy Bank and liens, easements, conditions, restrictions, covenants and reservations of record. Until the Termination Date, the Grantor shall timely pay all taxes and assessments levied on the property; any and all amounts due on account of principal and interest or other sums on any senior or junior encumbrances, if any; and will keep all improvements that may be on said lands insured against any casualty loss, including extended coverage, in a company or companies, meeting the net worth requirements of the beneficiary hereof in an amount which will yield to the holder of the indebtedness, after reduction by co-insurance provisions of the policy, if any, not less than the then total indebtedness. Each policy shall contain a loss payable clause naming the beneficiary as mortgagee and shall further provide that the insurance may not be canceled upon less than ten days written notice to the beneficiary. Should the Grantor fail to insure and deliver a certificate evidencing the required coverage under the policies or to pay taxes or assessments as the same fall due, or to pay any amounts payable upon senior or junior encumbrances, if any, the beneficiary may make any such payments or procure any such insurance, and all monies so paid with interest thereon at the rate of eight per cent per annum shall be added to and become a part of the indebtedness secured by this Deed of Trust and may be paid out of the proceeds of the sale of the property if not paid by the Grantor. In addition, and at its option, the beneficiary may declare the indebtedness secured hereby and this Deed of Trust to be in default for failure to procure insurance or make any of the payments required by this paragraph. If the Grantor, without beneficiary's prior written consent, hereafter sells or transfers all or any part of the property or an interest therein, excluding (a)the creation of a lien or encumbrance subordinate to this Deed of Trust, (b)the creation of a purchase money security interest for household appliances, (c) a transfer by devise, descent or by operation of law upon the death of a joint tenant, or (d)the grant of any leasehold interest of three years or less not containing an option to purchase, beneficiary may, at beneficiary's option, declare all the sums secured by this Deed of Trust to be immediately due and payable. Beneficiary shall have waived such option to accelerate if, prior to the sale or transfer, beneficiary and the person to whom the property is to be sold or transferred reach agreement in writing that the credit of such person is satisfactory to beneficiary and that the interest payable on the sums secured by this Deed of Trust shall be at such rate as beneficiary shall request. IN CASE OF ANY DEFAULT whereby the right of foreclosure occurs hereunder, the holder of said certificate of purchase shall at once become entitled to the possession, use and enjoyment of the property aforesaid, and to the rents, issues and profits thereof, from the accruing of such right and during the pendency of foreclosure proceedings and the period of redemption, if any. Such possession shall at once be delivered to the holder of said certificate of 3 purchase on request. Upon refusal, delivery of such possession may he enforced by the holder of said certificate of purchase by any appropriate civil suit or proceeding. The holder of said certificate of purchase shall be entitled to a Receiver for said property, and of the rents, issues and profits thereof, after such default, including the time covered by foreclosure proceedings and the period of redemption, if any, and shall be entitled thereto as a matter of right without regard to the solvency or insolvency of the Grantor or of the then owner of said property and without regard to the value thereof Such Receiver may be appointed by any court of competent jurisdiction upon ex parte application and without notice -- notice being hereby expressly waived -- and all rents, issues and profits, income and revenue therefrom shall be applied by such Receiver to the payment of the indebtedness hereby secured, according to the law and the orders and directions of the court. IN THE CASE OF ANY DEFAULT in any of said Obligations, according to the tenor and effect of said Agreement or any part thereof, or of a breach or violation of any of the covenants or agreements herein by the Grantor, the whole of said Obligations hereby secured and the interest thereon to the time of the sale may at once, at the option of the legal holder thereof, become due and payable, and the said property be sold in the manner and with the same effect as if said indebtedness had matured. If foreclosure be made by the Public Trustee, attorney's fees in a reasonable amount for services in the supervision of said foreclosure proceedings shall be allowed by the Public Trustee as a part of the cost of foreclosure; and if foreclosure be made through the courts, a reasonable attorney's fee shall be taxed by the court as a part of the cost of such foreclosure proceedings. IT IS FURTHER UNDERSTOOD AND AGREED that upon the Termination Date, the City of Pueblo shall execute a release of this Deed of Trust, such release document to be prepared by Grantor with Grantor paying the expense thereof All the covenants and agreements herein contained shall extend to and be binding upon the heirs, personal representatives, successors and assigns of the respective parties hereto; and that the singular number shall include the plural and the plural the singular. Executed on the date first above written. GRANTOR: Thar Process, Inc. a Pennsylvania cor -iration By Name: Gregory Imberlina bey PROMCI A Title: Chief E`x,recutio.‘e Officer STATE OF COLORADO ) ss. COUNTY OF PUEBLO 4 The foregoing instrument was acknowledged before me this 27th day of August, 2019 by Gregory Imberlina as Chief Thiriboigke Officer of Thar Process, Inc., a Pennsylvania corporation. Fi'4hti1ci Witness my hand and official seal. My commission expires: 3 [SEAL] Notary Public MICHAELA CATALINO NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20034020106 MY COMMISSION EXPIRES AUGUST 7.2023 5 EXHIBIT A Employment Agreement by and between the City of Pueblo, a Colorado municipal corporation and Thar Extracts CO LLC, a Colorado limited liability company dated August 26, 2019 [Attached] 6 EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 26th day of August, 2019 by and between the City of Pueblo, a Colorado municipal corporation (the "City") and Thar Extracts CO LLC, a Colorado limited liability company (the "Company"). The Company and the City are referred to collectively in this Agreement as the "Parties" and individually, without differentiation, each as a "Party." WHEREAS, the Company has expressed a willingness to establish a manufacturing center and business administration offices for the Company's hemp business at the City's Airport Industrial Park, and in furtherance thereof has, through the Pueblo Economic Development Corporation ("PEDCO"), made application for funds from the City; and WHEREAS, PEDCO has recommended to the Mayor and City Council that City approve such application, and WHEREAS, the Mayor and City Council, based on PEDCO's recommendation, have approved such application and will make funds available to Company subject to and upon the terms and conditions of this Agreement; and WHEREAS, Company's business plan, as it pertains to Pueblo County, is centered on the commercial manufacture of hemp oil for distribution outside of Pueblo County ("Company's Business"), and WHEREAS, the City has determined that Company's Business will create primary jobs and will not materially and substantially compete with any existing activity or business within the City; and WHEREAS, in connection with its application, the Company has committed to: (i) invest approximately Twelve Million Dollars ($12,000,000) in fixed assets in a manufacturing facility located within the City's Airport Industrial Park: and (ii) provide the employment described in Section 3 of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Company agree as follows: 1. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Employment Commitment Date" means October 1, 2022. "Equipment" means the following industrial equipment to be acquired, installed, 1 maintained and used by Company in the Facility, all of which Equipment shall have a useful economic life of not less than 120 months: Manufacturer: ` AK PROa'SS Model: 1650L Extraction System Serial Number: 52001-0002 Manufacturer: - hAR PR/XS SS Model: SFC 60 Extractor Machine Serial Number: 48858-0006 "Facility" means the 55,000 square foot warehouse and manufacturing building and business administration offices located at the Pueblo Memorial Airport Industrial Park, having a street address of 350 Keeler Parkway, Pueblo, Colorado, 81001, wherein Company will conduct its business operations. "Full-Time Employee" means a person who actually performs work at the Facility for not less than thirty-five (35) hours per week at an average annual salary of not less than $42,037.00 per year plus benefits, employed by the Company or new employees hired as a result of recruiting. "Per Employee Payment" means an amount equal to (a) the Total Funds Advanced divided by 27 (i.e. the Full Time Employees subject to the Employment Commitment), divided by(b) 28 (i.e. the number of Quarters in the Repayment Period). "Property" means Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as: 350 Keeler Parkway, Pueblo, CO 81001. "Quarter" means three consecutive calendar months commencing January 1, April 1, July 1 and October 1 of each calendar year. "Quarterly Employees" means the sum of the aggregate number of Full -Time Employees on each business day of a Quarter, divided by the number of business days in such Quarter. "Repayment Reduction" means for each Quarter an amount equal to the Total Funds Advanced divided by 28 (i.e. the number of Quarters in the Repayment Period). For example, if the Total Funds Advanced equals $405,000.00, the Repayment Reduction would be $405,000.00 28 = $14,464.29. 2. If Company is not in default under this Agreement, City will advance to or for the benefit of Company (each such advance, a "Funds Advance" and all such cumulative advances 2 the "Total Funds Advanced") funds in the amount of Four Hundred Five Thousand Dollars ($405,000.00) (the "City Funds"), subject to and contingent upon the following conditions and covenants which Company agrees to perform and comply with: (a) City agrees to sell the Property and Facility to Company in accordance with the terms and conditions of the Contract to Buy and Sell Real Estate of even date herewith. The "closing" of the sale of the Facility by City to Company shall take place within thirty(30) days of the issuance of a Certificate of Occupancy for the Facility following the remodeling and renovation of the Facility by the Company. (b) Company shall file in the office of the City Clerk copies of the following: (i) Company's certificate or other evidence of authority to transact business in the State of Colorado issued by the Colorado Secretary of State, and (ii) certified copies of the resolutions of the governing board of Company approving (A) this Agreement; (B) the Contract to Buy and Sell Real Estate for the Property and Facility and authorizing its officers to execute and deliver said documents in the name of Company, and (iii) (A) this Agreement; and (B) the Contract to Buy and Sell Real Estate executed by authorized officers of Company. The date of the last to occur of the filings required under (i), (ii) and (iii) of this Section 2(b) shall be referred to herein as "Closing." If Closing does not occur on or before December 31, 2019, or such later date as Company and City shall mutually agree, City, at its sole option, may terminate this Agreement and City and Company shall thereafter be released and discharged from all obligations hereunder. 3. Company acknowledges and agrees that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making City Funds available to Company hereunder is the creation of jobs. Therefore, Company represents, covenants, and agrees that it will after the date of this Agreement continuously conduct its business operations and employ Full -Time Employees at the Facility as follows: (i) during the period from the date of this Agreement to the Employment Commitment Date, Company shall use commercially reasonable efforts in good faith to employ as many Full-Time Employees as reasonably justified by its business operations, and (ii) on and after the Employment Commitment Date, Company shall employ not less than twenty-seven (27) Full-Time Employees at the Facility (the "Employment Commitment"). 4. Notwithstanding anything contained in this Agreement to the contrary, if Company shall for any reason default in its Employment Commitment set forth in Section 3, Company shall repay to City a pro-rata share of the City Funds advanced by City under Section 2 hereof based upon the number of Full -Time Employees employed by Company at the Facility (the "Repayment Obligation"), as follows: (a) During the seven(7) year period starting on the Employment Commitment Date and ending eighty-four (84) months thereafter (the "Repayment Period"), Company shall pay to City an amount each Quarter equal to the Quarterly Employees less than twenty-seven 3 (27) Full -Time Employees employed at the Facility by Company multiplied by the Per Employee Payment (the "Company's Quarterly Payments"). For example, if for the second Quarter of the third year after the Employment Commitment Date the Total Funds Advanced equals $405,000.00 and such Quarterly Employees is 19, the amount payable by Company to City on or before the fifteenth (15th) day of the next calendar month would be (27 - 19) x $535.71 = $4,285.68. (b) Company's Quarterly Payments, if any, shall be paid to the City without notice, demand, deduction or setoff on or before the fifteenth (15th) day of the month after the end of each Quarter during the Repayment Period and for one month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003, or such other person or location as the City may designate. All past due Company's Quarterly Payments shall bear interest at the rate of eight (8) percent per annum ("Default Rate") until paid. (c) Within fifteen (15) days after the end of each Quarter after the Employment Commitment Date and for one calendar month after the Repayment Period, Company will submit to City's Director of Finance Company's statements showing the Quarterly Employees and their aggregate salaries for the preceding Quarter and the basis upon which Quarterly Employees and Company's Quarterly Payment, if any, were computed, certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City shall have access to Company's records relating to Company's employees employed at the Facility. Except in the event of any action filed by City to enforce this Agreement, City shall treat such information as confidential and shall not disclose (except pursuant to a subpoena or court order) such information to any party other than those City employees who have a need to know such information. (d) Subject to the provisions of Section 6, if Company defaults in the performance of its Repayment Obligation and such default is not cured within sixty (60) days after written notice specifying the default is given by City to Company, then in such event, City may declare the entire balance of Company's Repayment Obligation due and owing together with interest thereon from the date of default at the Default Rate, and for such purpose, the entire balance of Company's Repayment Obligation shall be the amount calculated pursuant to Section 4(e). Company's Repayment Obligation is absolute and unconditional and shall not be abated, reduced, diminished, modified, withheld or otherwise offset for any cause or reason whatsoever. (e) Except as otherwise provided in Sections 7 and 13 hereof, City's damages for breach of Company's Employment Commitment or Repayment Obligation shall not exceed Total Funds Advanced plus interest, provided, however, that the Total Funds Advanced shall be reduced by the Repayment Reduction for each Quarter Company meets its Repayment Obligation during the Repayment Period by either (i) employing twenty-seven (27) Quarterly Employees at the Facility, or (ii) paying Company's Quarterly Payments as provided in Section 4(a) above for such Quarter. 4 5. All City Funds advanced to Company by City under this Agreement shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligation contained in Section 4. The Company's performance under this Agreement including its Repayment Obligation contained in Section 4 shall be secured by: (a) A Deed of Trust encumbering the Facility and Property. Company covenants with and warrants to the City that the Deed of Trust shall constitute a second priority lien or encumbrance and that there are and will be only one senior lien or encumbrance against the Facility and Property. The form and content of the Deed of Trust shall be subject to the prior reasonable approval of the City Attorney; and (b) A perfected first security interest in the Equipment, which Equipment (not including any costs of installation or calibration) shall have a fair market value of not less than the amount of the Total Economic Incentives at the time placed in service at the Facility. Contemporaneously with the execution of this Agreement, Company shall execute and deliver to City Company's Security Agreement, Financing Statement and other documents required to perfect a first security interest in the Equipment all in form and content subject to the reasonable approval of the City Attorney (the "Security Agreement"). Company hereby authorizes City to file Financing Statements with appropriate state offices in Colorado and Company's state of incorporation to perfect City's security interest in the Equipment. 6. (a) Prior to instituting any proceeding to enforce Company's Repayment Obligation under Section 4 hereof, City shall notify Company in writing of its intention to institute such proceedings. Company may request relief from its Repayment Obligation by delivering to City within thirty (30) days after date of City's notice, Company's written request for relief specifying the grounds upon which such relief is sought together with documents supporting said grounds. Within ninety (90) days after receipt of Company's request, City will schedule a meeting with the City Council at which Company must appear. City will notify Company of the time and place of the meeting at least ten (l 0) days before the meeting. Failure of Company to timely deliver its complete written request for relief or to appear at the scheduled meeting with the City Council shall entitle City to immediately institute proceedings to enforce Company's Repayment Obligation. (b) City Council may or may not, in its sole and absolute discretion, relieve Company, in whole or in part, from Company's Repayment Obligation. Any action taken by the City Council relating to a request for relief shall be final and binding on Company, and not subject to judicial review. Any such action by City Council is, and shall constitute, a legislative measure. Nothing contained in this Section 6 shall grant or be construed to grant to Company any right or claim to relief from its Repayment Obligation or a hearing with respect thereto. (c) No delay by the City in scheduling a meeting, or failure by City to exercise its right to enforce this Agreement, including Company's Repayment Obligation, and no 5 partial or single exercise of that right, shall constitute a waiver of that right. 7. In the event of any litigation arising under this Agreement, the court shall award to, and the prevailing party shall recover its costs together with all internal and out-of-pocket expenses of any kind relating to the litigation including, but not limited to, reasonable attorney fees. Venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each party hereby submits to the personal and subject matter jurisdiction of such District Court. To the full extent allowed by law, each party hereby waives its right to a jury trial. 8. This Agreement expresses the entire understanding of the parties and supersedes and abrogates any and all prior dealings and commitments, whether oral or written, with respect to the subject matter of this Agreement and may not be amended or modified except in writing signed by both City and Company. Any waiver of any provision of this Agreement must be in writing and signed by the party whose rights are being waived. No waiver of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The failure of either party to enforce or seek enforcement of the terms of this Agreement following any breach shall not be construed as a waiver of such breach. 9. This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 10. Any notices hereunder shall be sufficiently given if given in writing personally or mailed by first class, registered, or certified mail, postage prepaid, addressed: (a) if to City, Mayor, City of Pueblo, 1 City Hall Place, rd Floor, Pueblo, Colorado, 81003, with copy to City Attorney, 1 City Hall Place, 3rd Floor, Pueblo, Colorado, 81003, or (b) if to the Company, Attn: Chief Executive Officer, 730 17th Street, Suite 420, Denver, CO 80202. or to such other person or address as either party shall specify in written notice given to the other party pursuant to the provisions of this Section 10. Notice shall be effective (i) upon receipt if delivered personally, or (ii) three (3) business days after deposit in the mails, if mailed. 11. Time is of the essence hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein without the express written consent of the City which will not be unreasonably withheld or delayed. Any assignment or attempted assignment of this Agreement by Company without such consent shall be null and void. No assignment of this Agreement or any interest herein by Company shall release or discharge Company from any 6 of its obligations under this Agreement unless otherwise agreed by City at the time consent to assignment is given. 12. The persons signing this Agreement in the name of and on behalf of Company represent and warrant that they and Company have the requisite power and authority to enter into, execute, and deliver this Agreement, and that this Agreement is a valid and legally binding obligation of Company enforceable against Company in accordance with its terms. 13. Company represents and warrants that no person, entity, or organization has been employed or retained or will receive or be paid, directly or indirectly, any commission, percentage, contingent fee or any other remuneration payment receipt of which is contingent upon approval of this Agreement by City or City's advancement of City Funds to Company hereunder. For breach or violation of this warranty, City shall have the right to terminate this Agreement, or recover the full amount of such commission, percentage, contingent fee or other remuneration, or to seek such other remedies legally or equitably available to City, which remedies shall be cumulative. 14. In no event shall City, its officers, agents or employees be liable to Company for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on its part to be performed. In consideration of City entering into this Agreement, Company hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Company's Repayment Obligation under Section 4 hereof with respect to the amount of City Funds actually advanced or paid by City to or for the benefit of Company pursuant to Section 2 hereof. 15. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. 16. Neither party shall be, or hold itself out as, agent of the other or as partners or joint venturers under this Agreement. 17. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision. 18. The provisions of this Agreement are for the exclusive benefit of the parties hereto and their successors and permitted assigns, and no third party shall be a beneficiary, or have any rights by virtue of, this Agreement. 7 19. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. Executed at Pueblo, Colorado, this 26th day of August, 2019. /A LO,a° 7,4.7 i �° °,? City of Pueblo, Colorado i ►� i /it i ! ' '� a Colorado Municipal Corporation //0 A `" B y 17hjLAGvi r •l!i14f !rk 4 Nicholas A. Gras isar \.., .. -� / Mayor %7 Thar Extracts CO LLC a Colorado Limited Liability Company By ii.. ..,,(4A/lifrii.11;_v___ Name: GREG .1M662/IPsJPr Title: Manager Pen,-,S,,,/uC...,� no STATE OF ) ) ss. COUNTY OF }i/l e✓4A., ) The foregoinginstrument was acknowledged before me this f" day of p'. t- , 2019 by �• G- XM b 1, Kat as Manager of Thar Extracts CO LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: A4.,A ts; a-oa-t,., . y [ SEAL] .,1 -2-,),,,X( Notary Public COMMONWEALTH OF PENNSYLVANIA 8 NOTARIAL SEAL Thomas Weifenbaugh, Notary Public O'Hara Twp., Allegheny County My Commission Expires March 15, 2020 OEMPER, PENNSYLVANIA ASSOCIATION OF NOTARIES SPECIAL WARRANTY DEED THIS DEED,made this 27th day of August, 2019, between the City of Pueblo, a Colorado municipal corporation (hereinafter referred to as "Grantor") and Thar Process Inc. a Pennsylvania corporation,whose address is 150 Gamma Drive,Pittsburgh,.PA 15238 (hereinafter referred to as"Grantee"): WITNESSESTH, that the Grantor, for and in consideration of the sum of FOUR MILLION ONE HUNDRED TWENTY THOUSAND DOLLARS ($4,120,000.00) and other good and valuable consideration, 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, its heirs, successors and assigns forever, all the real property, together with improvements, if any,the following described property,to wit: Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as 350 Keeler Parkway, Pueblo,CO 81001 for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereto belonging, or in anywise appertaining, and 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. This conveyance is of the surface estate only and no mineral rights are conveyed by this instrument. This conveyance is made subject to and subordinate to all easements, reservations, restrictions,covenants, limitations,rights-of-way and conditions of record. This conveyance is also made subject to and subordinate to those encumbrances and exceptions (the "Permitted Exceptions") set forth on Exhibit A attached hereto and incorporated herein and made a part hereof for all purposes. TO HAVE AND TO HOLD the said premises, subject to the Permitted Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof,by,through or under the Grantor. 17 G.ffaG 1 3S-dig, lk GLIMAHTL1 COWANY IN WITNESS WHEREOF,this Special Warranty Deed is executed by Grantor to be effective the day and year first above written. GRANTOR: City of Pueblo a Colorado municipal corporation By: 4 Name: Nicholas A. Gr..isar Title: Mayor STATE OF COLORADO) ) SS. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this 27th day of August,2019, by Nicholas A. Gradisar as Mayor of the City of Pueblo,a Colorado municipal corporation. Witness my official hand and seal. My Commission Expires: S 1 � __ • 11. Notary Public MICHA1LA CATAL.INO NOTARY PUDLUC STAT!Of COLORADO NOTARY IO 2003402006517.2023 MY COMMISSION EXPIRES 2 DISCLOSURES The undersigned hereby acknowledge that they understand and agree to the following provisions: Laws Relating to Unclaimed Funds All parties are hereby advised that checks issued by Land Title Guarantee Company("Land Title')and not cashed by the payee are subject to laws of escheat and/or unclaimed property.Should Land Title transfer such funds to a state office,pursuant to such laws,Land Title shall be released from all further responsibility under this agreement and shall not be liable to any Party. FDIC Limit Notice The insurance coverage provided by the Federal Deposit insurance Corporation protects a depositor up to cumulative maximum deposit of $250,000.00 for each Insured financial institution.Ownership is determined by the deposit records of the financial institution and/or the records of the named custodian of any escrow accounts.Land Tide and its underwriter assume no responsibility for nor will the undersigned hold same liable for any loss which arises from the fact that the amount of the above deposit may cause the aggregate amount of any individual depositors accounts to exceed$250,000.00. Funds Held by Land Title Land Title shall deposit ail funds received pursuant to any closing and settlement services separate and apart from the assets of the company,in an account designated as an escrow account or custodial account and so recognized by the depository institution in the name of Land Title as Escrow Agent(Escrow Account).Similar deposits from other customers conducting other real estate transactions are Induced in this Escrow Account.The majority of these funds are received at closing and on completion of the transaction,are disbursed for the benefit of the seller,buyer or in the case of a refinance,for the benefit of the owner. Land Tide will pay any and all costs associated with the use of the Escrow Account,but in order to help keep settlement costs and fees down,Land Title may arrange for the bank to provide it with a number of services at a reduced rate,or at no charge,or may earn Interest on the Escrow Account balance.Interest earned,if any,shall be paid to Land Trtle.In no event will any such arrangement restrict or limit in any way the disbursement of the funds you deposit in accordance with the instructions given by you and the Statement of Settlement relating to your transaction. The party for whose benefit the funds are disbursed(most often the seller or owner,in the case of a refinance)may elect to have a portion of the interest earned on the fiduciary funds in the Escrow Account paid to that party.If the seller or owner makes this election,please(i) inform Land Title immediately,(II)check the box provided below on this form and(iii)complete an IRS Form W-9(which will be provided by Land Title).It is important to know that the fiduciary funds cannot be placed in a separate interest bearing account for that party's benefit until Land Title is in receipt of all required forms.A non-refundable administrative fee of$50.00 will be collected by Land Title as compensation for processing the documentation,set up and transfer of funds to the separate account,maintaining of audit and reconcilliation records and coordinating the tax documentation. Authorized and accepted this day of August 27th,2018. Seller(s): Buyer(s): CITY OF PUEBLO,COLORADO,A COLORADO THAR PROCFSR INC.,A PENNSYLVANIA MUNICIPAL RPORATION/r /� CORPORA N "' By: �� "ert$95 sG*'ti By: NICHOLAS A GRADI ,MAYOR GREGO I ERLINA,�GyEO�" CD If the election is made to have a portion of the interest earned on the fiduciary funds in the Escrow Account paid tc you,please check the appropriate box below. Seller hereby elects to have Seller's fiduciary funds invested and agrees to the administrative fee of$50.00. Buyer hereby elects to have Buyer's fiduciary funds invested and agrees to the administrative fee of$50.00. Owner(Refinance)hereby elects to have Owner's fiduciary funds invested and agrees to the administrative fee of$50.00. Form 9 closing/disclosures<fiduciary_funds.html 35046264 (485416) III I 11111111111111 11 11 II III I I Exhibit A Permitted Exceptions , Page 2 of 2 1 i I 14. TERMS,CONDITIONS AND PROVISIONS OF RESOLUTION NO.85-Z 62 RECORDED DECEMBER 19,1985 UNDER RECEPTION NO.789342 IN BOOK 2270 AT PAGE 634. 15. TERMS,CONDITIONS AND PROVISIONS OF RESOLUTION NO.86-Z-51 RECORDED SEPTEMBER 29, 1986 IN BOOK 2309 AT PAGE 326, MAP RECORDED IN CONNECTION THEREWITH,RECORDED SEPTEMBER 29,1986 IN BOOK 2309 AT 1 PAGE 328. 16. TERMS,CONDITIONS AND PROVISIONS OF RESOLUTION NO.91-Z-68 RECORDED NOVEMBER 27,1991 1 IN BOOK 2568 AT PAGE 565. , MAP RECORDED IN CONNECTION THEREWITH,RECORDED NOVEMBER 27,1991 IN BOOK 2568 AT PAGE 569. 17. TERMS,CONDITIONS AND PROVISIONS OF SUBDIVISION IMPROVEMENTS AGREEMENT RECORDED OCTOBER 11,1995 IN BOOK 2836 AT PAGE 1Q6.. 18. EASEMENTS,CONDITIONS,COVENANTS,RESTRICTIONS,RESERVATIONS AND NOTES ON THE PLAT j OF PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK SUBDIVISION RECORDED OCTOBER 11,1995 UNDER RECEPTION NO.1096136.AMENDED BY RESOLUTION NO.P&D 18-004,A RESOLUTION APPROVING ROAD NAME CHANGE RECORDED JANUARY 24,2018 UNDER RECEPTION NO.2094$10. 19. THE EFFECT OF SUBJECT PROPERTY IN THE PUEBLO CONSERVANCY DISTRICT,AS EVIDENCED BY INSTRUMENT RECORDED AUGUST 01,2007,UNDER RECEPTION NO.1736292 AND RECORDED FEBRUARY 15,2013 UNDER RECEPTION NO.19342:15 AND PUEBLO CONSERVANCY DISTRICT MAP RECORDED DECEMBER 11,2009 UNDER RECEPTION NO.1829096. 2Q. ANY FACTS.RIGHTS.INTERESTS QR CLAIMS WHICH MAY EXIST OR ARISE BY REASON OF THE i FOLLOWING FACTS SHOWN ON ALTNNSPS LAND TITLE SURVEY CERTIFIED AUGUST 23,2019. 1 Ef LEABiEDJrULIE N..JRO,1U�TTJ'-LLS,#3 529,Q! BEHALF Of SOUTHERN COLOF1 QLANi C ^_ 1 (SAID DOCUMENT STORED AS OUR IMAGE 179827941 1 FEND ►_ _1. ''•A .__ • ._ R. L STREET RIGHT OF WAY ADJACENT TO THE EAST WITHOUT THE BENEFIT OF A I ECORDEp.I;6EIv_IENY. I FIBER OPTIC/TEL EPHONE LINF,EXISTS WITHOUT THE BENEFIT OF A RECORDED EASEMENT, ERGF3Q UN OWE INE.EX!S T •. THE;,:S.E.N__EFIT OF A RECORDED EASEMENT. 1 D 1 I 1 1 Exhibit A Permitted Exceptions Page 1 of 2 1. Any facts,rights,Interests,or claims thereof,not shown by the Public Records but that could be ascertained by an inspection of the Land or that may be asserted by persons in possession of the Land. 2. Easements,liens or encumbrances,or claims thereof,not shown by the Public Records. 3. Any encroachment,encumbrance,violation,variation,or adverse circumstance affecting the Title that would be disclosed by an accurate and complete land survey of the Land and 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. Defects,liens,encumbrances,adverse claims or other matters,ff any,created,first appearing in the public records or attaching subsequent to the effective date hereof but prior to the date of the proposed insured acquires of record for value the estate or Interest or mortgage thereon covered by this Commitment. 6. (a)Taxes or assessments that are not shown as existing liens by the records of any taxing authority that 1 levies taxes or assessments on real property or by the Public Records;(b)proceedings by a public agency that may result In taxes or assessments,or notices of such proceedings,whether or not shown by the records of such agency or by the Public Records. 7. (a)Unpatented mining claims;(b)reservations or exceptions in patents or In Acts authorizing the issuance thereof;(c)water rights,claims or title to water. 8. EXISTING LEASES AND TENANCIES. 9. ALL OIL,GAS,MINERALS AND OTHER MINERAL RIGHTS AS RESERVED IN INSTRUMENT RECORDED JULY 31,1943,IN BOOK 1074 AT PAGE$z,AND ANY AND ALL ASSIGNMENTS THEREOF OR INTERESTS THEREIN. 10. RESERVATIONS,RESTRICTIONS,COVENANTS,CONDITIONS,AGREEMENTS AND EASEMENTS AS SET FORTH iN DEED RECORDED JULY 31,1943 IN BOOK 1074 AT PAGE$Z AND DEED OF RELEASE RECORDED APRIL 03,1987 IN BOOK 2340 AT PAGE 900. 11. TERMS,CONDITIONS,PROVISIONS,BURDENS,OBLIGATIONS AND EASEMENTS AS SET FORTH AND GRANTED IN RIGHT OF WAY RECORDED FEBRUARY 18, 1950 IN BOOK 1116 AT PAGE 427. 12. RESERVATIONS,RESTRICTIONS,COVENANTS,CONDITIONS,AGREEMENTS AND EASEMENTS AS SET FORTH iN DEED RECORDED APRIL 14,1987 IN BOOK 2342 AT PAGE 115. 13. RESERVATIONS,RESTRICTIONS,COVENANTS,CONDITIONS,AGREEMENTS AND EASEMENTS AS SET FORTH IN DEED RECORDED APRIL 14,1987 IN BOOK 2342 AT PAGE 475 AND IN INSTRUMENT OF RELEASE OF RESTRICTIVE COVENANTS RECORDED DECEMBER 29,2009 UNDER RECEPTION NO. 18202Z AND RECORDED JANUARY 29,2010 UNDER RECEPTION NO.031 4 . EMPLOYMENT AGREEMENT THIS EMPLOYMENT AGREEMENT ("Agreement") is entered into this 26th day of August, 2019 by and between the City of Pueblo, a Colorado municipal corporation (the "City") and Thar Extracts CO LLC, a Colorado limited liability company (the "Company"). The Company and the City are referred to collectively in this Agreement as the "Parties" and individually, without differentiation, each as a "Party." WHEREAS, the Company has expressed a willingness to es 4111 .414 a manufacturing center and business administration offices for the Company's hemp business itre City's Airport Industrial Park, and in furtherance thereof has, through thPueb Ecoggmi velopment Corporation ("PEDCO"), made application for funds from the � 't' 4‘ <1 ' i0 WHEREAS, PEDCO has recommended to the Mayor la Cjt City approve such application, and 0 rr�` L `' ®V// ,, WHEREAS, the Mayor and City Council, based on PEDCO's r df�da n, have approved such application and will make funds available to Company subject d upon the terms and conditions of this Agreement; and WHEREAS, Company's business plan, as it pertains to Pueblo County, is centered on the commercial manufacture of hemp oil for distribution outside of Pueblo County ("Company's Business"), and WHEREAS, the City has determined that Company's Business will create primary jobs and will not materially and substantially compete with any existing activity or business within the City; and WHEREAS, in connection with its application, the Company has committed to: (i) invest approximately Twelve Million Dollars ($12,000,000) in fixed assets in a manufacturing facility located within the City's Airport Industrial Park: and (ii) provide the employment described in Section 3 of this Agreement. NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, City and Company agree as follows: 1. The following terms as used in this Agreement shall have the following meaning unless the context clearly indicates otherwise: "Employment Commitment Date" means October 1, 2022. "Equipment" means the following industrial equipment to be acquired, installed, 1 maintained and used by Company in the Facility, all of which Equipment shall have a useful economic life of not less than 120 months: Manufacturer: `i IAK 1PDC,tSS Model: 1650L Extraction System Serial Number: 52001-0002 Manufacturer: 111 A R PR2,CgSS Model: SFC 60 Extractor Machine Serial Number: 48858-0006 "Facility" means the 55,000 square foot warehouse and manufacturing building and business administration offices located at the Pueblo Memorial Airport Industrial Park, having a street address of 350 Keeler Parkway, Pueblo, Colorado, 81001, wherein Company will conduct its business operations. "Full-Time Employee" means a person who actually performs work at the Facility for not less than thirty-five (35) hours per week at an average annual salary of not less than $42,037.00 per year plus benefits, employed by the Company or new employees hired as a result of recruiting. "Per Employee Payment" means an amount equal to (a) the Total Funds Advanced divided by 27 (i.e. the Full Time Employees subject to the Employment Commitment), divided by(b) 28 (i.e. the number of Quarters in the Repayment Period). "Property" means Lot 33, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, State of Colorado, according to the recorded plat thereof filed in the records of the Pueblo County Clerk and Recorder, also known by street and number as: 350 Keeler Parkway, Pueblo, CO 81001. "Quarter" means three consecutive calendar months commencing January 1, April 1, July 1 and October 1 of each calendar year. "Quarterly Employees" means the sum of the aggregate number of Full -Time Employees on each business day of a Quarter, divided by the number of business days in such Quarter. "Repayment Reduction" means for each Quarter an amount equal to the Total Funds Advanced divided by 28 (i.e. the number of Quarters in the Repayment Period). For example, if the Total Funds Advanced equals $405,000.00, the Repayment Reduction would be $405,000.00 28 = $14,464.29. 2. If Company is not in default under this Agreement, City will advance to or for the benefit of Company (each such advance, a "Funds Advance" and all such cumulative advances 2 the "Total Funds Advanced") funds in the amount of Four Hundred Five Thousand Dollars ($405,000.00) (the "City Funds"), subject to and contingent upon the following conditions and covenants which Company agrees to perform and comply with: (a) City agrees to sell the Property and Facility to Company in accordance with the terms and conditions of the Contract to Buy and Sell Real Estate of even date herewith. The "closing" of the sale of the Facility by City to Company shall take place within thirty (30) days of the issuance of a Certificate of Occupancy for the Facility following the remodeling and renovation of the Facility by the Company. (b) Company shall file in the office of the City Clerk copies of the following: (i) Company's certificate or other evidence of authority to transact business in the State of Colorado issued by the Colorado Secretary of State, and (ii) certified copies of the resolutions of the governing board of Company approving (A) this Agreement; (B) the Contract to Buy and Sell Real Estate for the Property and Facility and authorizing its officers to execute and deliver said documents in the name of Company, and (iii) (A) this Agreement; and (B) the Contract to Buy and Sell Real Estate executed by authorized officers of Company. The date of the last to occur of the filings required under (i), (ii) and (iii) of this Section 2(b) shall be referred to herein as "Closing." If Closing does not occur on or before December 31, 2019, or such later date as Company and City shall mutually agree, City, at its sole option, may terminate this Agreement and City and Company shall thereafter be released and discharged from all obligations hereunder. 3. Company acknowledges and agrees that the primary purpose of City in entering into this Agreement and the sole benefit to the City for making City Funds available to Company hereunder is the creation of jobs. Therefore, Company represents, covenants, and agrees that it will after the date of this Agreement continuously conduct its business operations and employ Full -Time Employees at the Facility as follows: (i) during the period from the date of this Agreement to the Employment Commitment Date, Company shall use commercially reasonable efforts in good faith to employ as many Full-Time Employees as reasonably justified by its business operations, and (ii) on and after the Employment Commitment Date, Company shall employ not less than twenty-seven (27) Full-Time Employees at the Facility (the "Employment Commitment"). 4. Notwithstanding anything contained in this Agreement to the contrary, if Company shall for any reason default in its Employment Commitment set forth in Section 3, Company shall repay to City a pro-rata share of the City Funds advanced by City under Section 2 hereof based upon the number of Full -Time Employees employed by Company at the Facility (the "Repayment Obligation"), as follows: (a) During the seven(7) year period starting on the Employment Commitment Date and ending eighty-four (84) months thereafter (the "Repayment Period"), Company shall pay to City an amount each Quarter equal to the Quarterly Employees less than twenty-seven 3 (27) Full -Time Employees employed at the Facility by Company multiplied by the Per Employee Payment (the "Company's Quarterly Payments"). For example, if for the second Quarter of the third year after the Employment Commitment Date the Total Funds Advanced equals $405,000.00 and such Quarterly Employees is 19, the amount payable by Company to City on or before the fifteenth (15th) day of the next calendar month would be (27 - 19) x $535.71 = $4,285.68. (b) Company's Quarterly Payments, if any, shall be paid to the City without notice, demand, deduction or setoff on or before the fifteenth (15th) day of the month after the end of each Quarter during the Repayment Period and for one month thereafter at the office of the Director of Finance of City, 1 City Hall Place, Pueblo, Colorado, 81003, or such other person or location as the City may designate. All past due Company's Quarterly Payments shall bear interest at the rate of eight(8)percent per annum ("Default Rate") until paid. (c) Within fifteen (15) days after the end of each Quarter after the Employment Commitment Date and for one calendar month after the Repayment Period, Company will submit to City's Director of Finance Company's statements showing the Quarterly Employees and their aggregate salaries for the preceding Quarter and the basis upon which Quarterly Employees and Company's Quarterly Payment, if any, were computed, certified by an officer of the Company to be true and correct. For purposes of verifying such employment, City shall have access to Company's records relating to Company's employees employed at the Facility. Except in the event of any action filed by City to enforce this Agreement, City shall treat such information as confidential and shall not disclose (except pursuant to a subpoena or court order) such information to any party other than those City employees who have a need to know such information. (d) Subject to the provisions of Section 6, if Company defaults in the performance of its Repayment Obligation and such default is not cured within sixty (60) days after written notice specifying the default is given by City to Company, then in such event, City may declare the entire balance of Company's Repayment Obligation due and owing together with interest thereon from the date of default at the Default Rate, and for such purpose, the entire balance of Company's Repayment Obligation shall be the amount calculated pursuant to Section 4(e). Company's Repayment Obligation is absolute and unconditional and shall not be abated, reduced, diminished, modified, withheld or otherwise offset for any cause or reason whatsoever. (e) Except as otherwise provided in Sections 7 and 13 hereof, City's damages for breach of Company's Employment Commitment or Repayment Obligation shall not exceed Total Funds Advanced plus interest, provided, however, that the Total Funds Advanced shall be reduced by the Repayment Reduction for each Quarter Company meets its Repayment Obligation during the Repayment Period by either (i) employing twenty-seven (27) Quarterly Employees at the Facility, or (ii) paying Company's Quarterly Payments as provided in Section 4(a) above for such Quarter. 4 5. All City Funds advanced to Company by City under this Agreement shall be deemed to be a debt of Company payable to City until Company performs and discharges its obligations hereunder including its Repayment Obligation contained in Section 4. The Company's performance under this Agreement including its Repayment Obligation contained in Section 4 shall be secured by: (a) A Deed of Trust encumbering the Facility and Property. Company covenants with and warrants to the City that the Deed of Trust shall constitute a second priority lien or encumbrance and that there are and will be only one senior lien or encumbrance against the Facility and Property. The form and content of the Deed of Trust shall be subject to the prior reasonable approval of the City Attorney; and (b) A perfected first security interest in the Equipment, which Equipment (not including any costs of installation or calibration) shall have a fair market value of not less than the amount of the Total Economic Incentives at the time placed in service at the Facility. Contemporaneously with the execution of this Agreement, Company shall execute and deliver to City Company's Security Agreement, Financing Statement and other documents required to perfect a first security interest in the Equipment all in form and content subject to the reasonable approval of the City Attorney (the "Security Agreement"). Company hereby authorizes City to file Financing Statements with appropriate state offices in Colorado and Company's state of incorporation to perfect City's security interest in the Equipment. 6. (a) Prior to instituting any proceeding to enforce Company's Repayment Obligation under Section 4 hereof, City shall notify Company in writing of its intention to institute such proceedings. Company may request relief from its Repayment Obligation by delivering to City within thirty (30) days after date of City's notice, Company's written request for relief specifying the grounds upon which such relief is sought together with documents supporting said grounds. Within ninety (90) days after receipt of Company's request, City will schedule a meeting with the City Council at which Company must appear. City will notify Company of the time and place of the meeting at least ten (10) days before the meeting. Failure of Company to timely deliver its complete written request for relief or to appear at the scheduled meeting with the City Council shall entitle City to immediately institute proceedings to enforce Company's Repayment Obligation. (b) City Council may or may not, in its sole and absolute discretion, relieve Company, in whole or in part, from Company's Repayment Obligation. Any action taken by the City Council relating to a request for relief shall be final and binding on Company, and not subject to judicial review. Any such action by City Council is, and shall constitute, a legislative measure. Nothing contained in this Section 6 shall grant or be construed to grant to Company any right or claim to relief from its Repayment Obligation or a hearing with respect thereto. (c) No delay by the City in scheduling a meeting, or failure by City to exercise its right to enforce this Agreement, including Company's Repayment Obligation, and no 5 partial or single exercise of that right, shall constitute a waiver of that right. 7. In the event of any litigation arising under this Agreement, the court shall award to, and the prevailing party shall recover its costs together with all internal and out-of-pocket expenses of any kind relating to the litigation including, but not limited to, reasonable attorney fees. Venue for any such litigation shall be Pueblo County, Colorado. All such litigation shall be filed in the District Court, County of Pueblo, State of Colorado and each party hereby submits to the personal and subject matter jurisdiction of such District Court. To the full extent allowed by law, each party hereby waives its right to a jury trial. 8. This Agreement expresses the entire understanding of the parties and supersedes and abrogates any and all prior dealings and commitments, whether oral or written, with respect to the subject matter of this Agreement and may not be amended or modified except in writing signed by both City and Company. Any waiver of any provision of this Agreement must be in writing and signed by the party whose rights are being waived. No waiver of any breach of any provision hereof shall be or be deemed to be a waiver of any preceding or subsequent breach of the same or any other provision of this Agreement. The failure of either party to enforce or seek enforcement of the terms of this Agreement following any breach shall not be construed as a waiver of such breach. 9. This Agreement shall be construed in accordance with and be governed by the laws of the State of Colorado without regard to conflict of law principles. 10. Any notices hereunder shall be sufficiently given if given in writing personally or mailed by first class, registered, or certified mail, postage prepaid, addressed: (a) if to City, Mayor, City of Pueblo, 1 City Hall Place, 2"d Floor, Pueblo, Colorado, 81003, with copy to City Attorney, 1 City Hall Place, 3rd Floor, Pueblo, Colorado, 81003, or (b) if to the Company, Attn: Chief Executive Officer, 730 17th Street, Suite 420, Denver, CO 80202. or to such other person or address as either party shall specify in written notice given to the other party pursuant to the provisions of this Section 10. Notice shall be effective (i) upon receipt if delivered personally, or(ii) three (3) business days after deposit in the mails, if mailed. 11. Time is of the essence hereof. This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns, provided Company may not assign this Agreement or any interest herein without the express written consent of the City which will not be unreasonably withheld or delayed. Any assignment or attempted assignment of this Agreement by Company without such consent shall be null and void. No assignment of this Agreement or any interest herein by Company shall release or discharge Company from any 6 of its obligations under this Agreement unless otherwise agreed by City at the time consent to assignment is given. 12. The persons signing this Agreement in the name of and on behalf of Company represent and warrant that they and Company have the requisite power and authority to enter into, execute, and deliver this Agreement, and that this Agreement is a valid and legally binding obligation of Company enforceable against Company in accordance with its terms. 13. Company represents and warrants that no person, entity, or organization has been employed or retained or will receive or be paid, directly or indirectly, any commission, percentage, contingent fee or any other remuneration payment receipt of which is contingent upon approval of this Agreement by City or City's advancement of City Funds to Company hereunder. For breach or violation of this warranty, City shall have the right to terminate this Agreement, or recover the full amount of such commission, percentage, contingent fee or other remuneration, or to seek such other remedies legally or equitably available to City, which remedies shall be cumulative. 14. In no event shall City, its officers, agents or employees be liable to Company for damages, including without limitation, compensatory, punitive, indirect, special or consequential damages, resulting from or arising out of or related to this Agreement or the performance or breach thereof by City or the failure or delay of City in the performance of any covenant or provision under this Agreement on its part to be performed. In consideration of City entering into this Agreement, Company hereby waives and discharges City, its officers, agents and employees from all claims for any and all such damages. No breach, default, delay or failure of City under this Agreement shall be or be construed to be a waiver, discharge or release of Company's Repayment Obligation under Section 4 hereof with respect to the amount of City Funds actually advanced or paid by City to or for the benefit of Company pursuant to Section 2 hereof. 15. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid or unenforceable, such determination shall not affect the other provisions of this Agreement which shall remain in full force and effect. 16. Neither party shall be, or hold itself out as, agent of the other or as partners or joint venturers under this Agreement. 17. Each party acknowledges that this Agreement was fully negotiated by the parties and, therefore, no provision of this Agreement shall be interpreted against any party because such party or its legal representative drafted such provision. 18. The provisions of this Agreement are for the exclusive benefit of the parties hereto and their successors and permitted assigns, and no third party shall be a beneficiary, or have any rights by virtue of, this Agreement. 7 19. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. Executed at Pueblo, Colorado, this 26th day of August, 2019. City of Pueblo, Colorado a Colorado Municipal Corporation [ SEAL ] Attest: By Acting City Clerk Nicholas A. Gradisar Mayor Thar Extracts CO LLC a Colorado Limited Liability Company By Name: &RE& Mb Title: Manager Peancy/ttG.1+,� lW STATE OF ) ) ss. COUNTY OF A fie/A,.,� ) The foregoinginstrument was acknowledged before me this /("' day of pvl,,,s 2019 by i'# Cr- X44 b /,wrr as Manager of Thar Extracts CO LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: , C1r a-oJ-o . [ SEAL ] Notary Public COMMONWEALTH OF PENNSYLVANIA 8 NOTARIAL SEAL Thomas Weifenbaugh, Notary Public O'Hara Twp., Allegheny County My Commission Expires March 15, 2020 MEMBER,PENNSYLVANIA ASSOCIATION OF NOTARIES 19. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. Executed at Pueblo, Colorado, this 26th day of August, 2019. /.`e City of Pueblo, Colorado v/, a Colorado Municipal Corporation n 5 � � likl 0:� By 7��a�G`4 d1' . . 4)o r `tiiy"Clerk Nicholas A. Gr.•>sar Mayor Thar Extracts CO LLC a Colorado Limited Liability Company 1.?,,sci.A4ifra By Name: GRE(rtbFl/AA- Title: Manager STATE OF ) ) ss. COUNTY OF } f/e✓ A,i ) The foregoinginstrument was acknowledged before me this /r* day of p1,,,s-i- , 2019 by �‘fE Cr- XM be;'/,$1,11- as Manager of Thar Extracts CO LLC, a Colorado limited liability company. Witness my hand and official seal. My commission expires: A ec A is a-o)-o . ------ ,,.,4 ,,,,1_,‘,...,y4/ [ SEAL ] Notary Public COMMONWEALTH OF PENNSYLVANIA 8 NOTARIAL SEAL Thomas Weifenbaugh, Notary Public O'Hara Twp., Allegheny County My Commission Expires March 15, 2020 MEMBER,PENN§YLVANIA ASSOCIATION OF NOTARIES