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HomeMy WebLinkAbout09579 ORDINANCE NO. 9579 AN ORDINANCE APPROVING A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND PUEBLO SCIP, LLC, A COLORADO LIMITED LIABILITY COMPANY, RELATING TO THE PURCHASE OF APPROXIMATELY 450 ACRES OF UNIMPROVED LAND TO FACILITATE THE CREATION OF PRIMARY JOBS AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT AND TRANSFERRING ONE MILLION EIGHT HUNDRED NINETY THOUSAND DOLLARS ($1,890,000.00) FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND FOR SUCH PURPOSES BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The City Council finds and determines that the expenditure of One Million Eight Hundred Ninety Thousand Dollars ($1,890,000.00) for the acquisition of approximately 450 acres is for a public purpose and in furtherance of a municipal function and will create employment opportunities justifying the expenditure of public funds. SECTION 2. The Contract to Buy and Sell Real Estate (“Contract”) dated October 28, 2019, between the City of Pueblo, a Colorado Municipal Corporation and Pueblo SCIP, LLC, a Colorado limited liability company, a copy of which is attached hereto and incorporated herein by this reference, having been approved as to form by the City Attorney, is hereby approved. The Mayor is authorized to execute and deliver said Contract in the name of the City and the City Clerk is directed to affix the seal of the City thereto and attest same. SECTION 3. Funds in the aggregate amount of $1,890,000.00 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 land acquisition authorized herein and in the manner described in the attached Contract. 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 Contract. 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 Contract which are necessary or desirable to effectuate the transactions described therein. SECTION 5. This Ordinance shall become effective on the date of final action by the Mayor and City Council. Action by City Council: Introduced and initial adoption of Ordinance by City Council on October 15, 2019. Final adoption of Ordinance by City Council on October 28, 2019 . President of City Council Action by the Mayor: ☒ Approved on November 1, 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 City Clerk’s Office Item # R-7 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: October 15, 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 A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION AND PUEBLO SCIP, LLC, A COLORADO LIMITED LIABILITY COMPANY, RELATING TO THE PURCHASE OF APPROXIMATELY 450 ACRES OF UNIMPROVED LAND TO FACILITATE THE CREATION OF PRIMARY JOBS AND AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACT AND TRANSFERRING ONE MILLION EIGHT HUNDRED NINETY THOUSAND DOLLARS ($1,890,000.00) FROM THE 1992-2021 SALES AND USE TAX CAPITAL IMPROVEMENT PROJECTS FUND FOR SUCH PURPOSES SUMMARY: Attached is an Ordinance approving and authorizing the Mayor to sign a contract to purchase approximately 450 acres of unimproved land from Pueblo SCIP, LLC, a Colorado limited liability company, for the appraised value of $1,890,000.00. PREVIOUS COUNCIL ACTION: Not applicable to this Ordinance. BACKGROUND: The 450 acre parcel of land has an appraised value of $1,890,000 calculated at the rate of $4,200.00 per acre. The Pueblo Economic Development Corporation (“PEDCO”) has recommended the City acquire this land to facilitate the creation of primary jobs in the future. The purchase of land for economic development purposes is expressly authorized by Sec. 14-4-85.5 of the Pueblo Municipal Code. FINANCIAL IMPLICATIONS: The City will spend $1,890,000.00 from the 1992-2021 Sales and Use Tax Capital Improvement Projects Fund. 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 forego an opportunity for future economic development. RECOMMENDATION: PEDCO recommends approval of this Ordinance. Attachments: Proposed Ordinance and proposed Contract to Buy and Sell Real Estate CONTRACT TO BUY AND SELL REAL ESTATE THIS CONTRACT TO BUY AND SELL REAL ESTATE ("Contract") is made and entered into as of October 28, 2019 (the "Effective Date") by and between Pueblo SCIP, LLC a Colorado limited liability company (the "Seller") and the City of Pueblo, a Colorado Municipal Corporation (the "Buyer"). Buyer and Seller are sometimes referred to herein as a "Party" and, collectively, as the "Parties." Recitals A. Seller is the owner of certain unimproved real property located within Pueblo County, Colorado, consisting of approximately 450 acres more or less, having the legal description set forth in Exhibit A which is attached hereto and incorporated herein by reference ("Property"): B. Buyer is desirous of purchasing the Property from Seller upon the terms set forth hereinafter. C. Seller is willing to sell the Property to Buyer upon the terms and conditions hereinafter set forth. Agreement NOW, THEREFORE, in consideration of the foregoing Recitals and the mutual covenants contained herein, Seller and Buyer agree as follows: 1. Sale and Purchase. Seller agrees to sell and Buyer agrees to purchase the Property, together with all tenements, hereditaments, appurtenances, interests, rights, benefits, easements and improvements thereunto belonging or appertaining, all of which are and shall constitute part of the Property as defined herein, on the terms and conditions set forth in this Contract. 2. Purchase Price and Terms. The Purchase Price for the Property shall be payable as follows: $4,200.00 per acre for 450 acres, more or less, totaling One Million Eight Hundred Ninety Thousand ($1,890,000.00) payable at Closing. All amounts paid by Buyer shall be cash, electronic transfer funds, certified check, or cashier's check. 3. Evidence of Title. (a) Title Commitment and Policy. Within ten (10) days after execution of this agreement, Seller shall order and obtain, 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 1 Property, from a title company selected by Buyer 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 Buyer. At Closing or as soon as reasonably practicable after Closing , the Title Company shall issue and deliver to Buyer the owner's title insurance policy referred to above (the "Title Policy"), issued by the Title Company insuring Buyer's title to the Property consistent with the Title Commitment, providing "gap" coverage, deleting the standard exceptions, endorsing over arbitration and creditors' rights exceptions, if necessary, and subject only to taxes and assessments for the year of Closing and subsequent years, and the other matters approved by Buyer in accordance with subparagraph (c) below and any encumbrances upon the Property caused by Buyer (the "Permitted Exceptions"). At Closing, Seller shall pay the premium for the Title Policy. Buyer may obtain such other endorsements to the Title Policy as Buyer desires, at the expense of Buyer. (b) Survey. The legal description of the Property set forth above is not a survey. The Parties agree that a survey of the Property must be performed prior to Closing. The surveyor will be selected by Buyer. The cost of the survey shall be paid one-half by Seller and one-half by Buyer. (c) Title Defects and Objections. Buyer will have twenty (20) days from the date of receipt of the Title Commitment, to notify Seller in writing of any objections to any items identified in the Title Commitment, or of any other objections as to title matters. Seller will have until fifteen (15) days after receipt of Buyer's written objections ("Seller's Cure Period") to elect, at its reasonable discretion, to cure all items to which Buyer has objected, cause such items to be modified in a manner which is reasonably satisfactory to Buyer or to advise Buyer that Seller does not intend to cure such items. Alternatively, within the Seller's Cure Period, Seller at Seller's cost may elect to obtain one or more endorsements to the Title Commitment, in a form reasonably acceptable to Buyer, providing title insurance protection with regard to any objections raised by Buyer. If Seller fails to cure to the satisfaction of Buyer any written objection by Buyer of which Seller has been given notice in accordance with this subparagraph (c), or elects not to cure, then Buyer may elect, as its sole remedy to either (i) waive the objection by written notice to Seller within ten (10) days after expiration of Seller's Cure Period and proceed to Closing as herein provided, or (ii) terminate this Contract by written notice to Seller, in which case the Parties will be released from all obligations hereunder. Buyer will have ten (10) business days after receipt of any amendment or update to the Title Commitment or Survey to object to any changes in the same fashion as objections to the initial Title Commitment under this subparagraph (c). Anything above to the contrary notwithstanding, Seller shall be obligated to, and shall cause all financing, mortgage, judgment and tax liens to be removed as title exceptions prior to or concurrently with Closing. 4. Inspection. Commencing on the Effective Date and continuing during the term of this Contract until the first to occur of the Closing Date or termination of this Contract, Buyer, its agents, consultants and employees, shall have the right to enter and access the Property at reasonable times for the purpose of making such inspections, studies, tests and investigations ("Testing") as Buyer may elect and which it deems necessary to determine the suitability of the 2 Property for Buyer's intended use. All such Testing shall be performed by Buyer or its agents or employees at Buyer's sole cost and expense. Buyer shall indemnify, defend and hold Seller and the Property harmless from and against any and all direct costs, liabilities, claims, demands, actions and expenses arising from or in connection with such Testing and, in the event Buyer does not close on the purchase of the Property, Buyer shall repair any damage to the Property or improvements thereon caused by such Testing. This indemnification shall not be deemed to apply to costs, liabilities, claims, demands, actions or expenses arising from Seller's negligent acts or omissions or any pre-existing condition (including, without limitation, environmental conditions) within the Property. If Buyer is not satisfied with the physical condition of the Property, Buyer may terminate this Contract by written notice given to Seller at least five (5) days prior to Closing Date. 5. Date of Closing. The date of Closing ("Closing Date") and the hour and place of Closing shall be mutually agreed upon by the Parties, but in no event later than December 31, 2019. 6. Transfer of Title. Subject to payment of the Purchase Price, compliance by Buyer with the other terms and provisions hereof, and the occurrence or waiver by Buyer of the Conditions Precedent to Closing defined and described in Paragraph 7, Seller shall execute and deliver to Buyer at Closing a Special Warranty Deed conveying marketable fee simple title to the Property to Buyer free of financing, mortgage, judgment and tax liens, subject only to the Permitted Exceptions. 7. Additional Conditions Precedent to Closing. The sale and purchase contemplated by this Contract is contingent upon occurrence of all the following prior to Closing Date (collectively, the "Conditions Precedent to Closing"): (a) Buyer's City Council approving this Contract on or before Closing. (b) Funds for the payment of the Purchase Price having been duly appropriated by Buyer's City Council in accordance with law and an unencumbered balance thereof existing which is sufficient for payment of the Purchase Price stated above. (c) The results of inspection and Testing do not indicate any conditions which are deemed unacceptable to Buyer, in Buyer's sole and absolute discretion. (d) Buyer providing to Seller a written agreement binding on Buyer providing to Seller and Seller's assigns a right to use and access the St. Charles Industrial Park Rail upon the same terms and conditions as offered to all future users of the property being sold to Buyer. Said terms shall include a per railcar use and or storage fee in order to access the rail that currently exists or constructed in the future. The railcar use or storage fee will be a fixed amount based on railcar usage or storage and shall be in an amount in the sole discretion of Buyer. The access and use agreement shall not include any rail switching or delivery requirements placed on Buyer. Seller, along with any other future user of the rail, shall be required to contract with any future company hired by Buyer for rail switching. The terms and 3 conditions for switching and delivery shall be in addition to the fees established for the use and access of the current or future St. Charles Industrial Park Rail. In the event any of the Conditions Precedent to Closing are not satisfied on or before five (5) days before the Closing Date, Buyer may by notice given to Seller not less than least five (5) days prior to Closing Date (i) waive any or all of the above conditions in writing delivered to Seller and close the sale and purchase of the Property, or (ii) elect to terminate this Contract, in which event each Party will be released from all obligations under this Contract. 8. Closing Costs, Documents and Services. Buyer and Seller shall sign and complete all customary or required documents at or before Closing. Fees for real estate Closing services, if any, shall be paid at Closing, one-half by Buyer and one-half by Seller. 9. Prorations. General taxes and assessments for the year of Closing, if any (which shall be based on the taxes for the calendar year immediately preceding Closing), water, sewer, utility charges and other usual and customary items shall be prorated between Seller and Buyer as of the Closing Date. 10. Possession. Possession of the Property shall be delivered to Buyer by Seller on the Closing Date. 11. Time of Essence/Default and Remedies. Time is of the essence hereof If any obligation is not performed there shall be the following remedies: (a) If Buyer is in Default: In the event Buyer defaults in the performance of its obligations hereunder, Seller shall have the right to (i) terminate this Contract by written notice to Buyer or (ii) treat this Contract as being in full force and effect and to obtain specific performance, but not any damages. (b) If Seller is in Default: In the event Seller defaults in the performance of its obligations hereunder, Buyer shall have the right to (i) terminate this Contract by written notice to Seller, or (ii) treat this Contract as being in full force and effect and to obtain specific performance, but not any damages. (c) Costs and Attorneys' Fees. Anything to the contrary herein notwithstanding, in the event of any action or litigation arising out of this Contract, the court shall award to the prevailing Party all reasonable costs and expenses, including reasonable attorneys' fees. Exclusive venue and jurisdiction for any such litigation shall be in the District Court in and for Pueblo County, Colorado. To the full extent permitted by law, each Party hereby waives its right to a jury trial. The provisions of this subparagraph (c) shall survive Closing or termination of this Contract. 12. Representations and Warranties of Seller. The Seller represents and warrants to Buyer as follows: 4 (a) Seller has full power, capacity and authority to execute and deliver this Contract and all other documents required to be executed and delivered by Seller under this Contract and to perform its obligations hereunder. (b) This Contract has been duly authorized, executed and delivered by Seller and constitutes the legal, valid and binding obligation of Seller, enforceable against Seller in accordance with its terms. (c) Seller is not a Party to any judicial, administrative, arbitration or other similar proceedings relating in any manner to the Property or to Seller's interest therein or that may detrimentally affect Seller's ability to perform its obligations under this Contract or the ability of persons who acquire portions of the Property to develop, own or operate the Property. Seller has not received notice of(and to Seller's knowledge there is no basis for) any pending or threatened claims, actions, suits or other proceedings of the nature described in the immediately preceding sentence, nor are any such claims, actions, suits or other proceedings contemplated by Seller. (d) To Seller's knowledge, there are no violations of laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions, instructions or agreements applicable to the Property. Seller has not received notice from any governmental or other agency or any other person with respect to any such violations concerning the Property. (e) There are no contracts or other obligations outstanding for the sale, lease or transfer of all or any part of the Property. (f) None of the Property is included in the U.S. Department of Agriculture Conservation Reserve Program. (g) There is no default, nor has any event occurred which, with the passage of time, the giving of notice or both, would constitute a default under any agreement, contract, mortgage, deed of trust or other instrument which relates to Seller or the Property or which affects the Property in any manner. (h) To Seller's knowledge (i) the Property is and at all time has been in compliance with all applicable state and federal environmental laws, regulations, ordinances, rules and orders (collectively, "Environmental Laws"); (ii) there are no pending or threatened judicial or administrative proceedings of any kind with respect to the Property alleging the violation or potential violation of any Environmental Law nor are there any pending or threatened investigations of any matters relating to any Environmental Laws with respect to the Property; (iii) there has been no release or threatened release of any hazardous, toxic or otherwise regulated substance, waste, contaminant or material (collectively "Hazardous Materials"), as such terms are defined in any applicable Environmental Law, on, in or at the Property, or any part thereof; (iv) no portion of the Property or any adjacent property has been used as a dump site, a storage site for solid wastes or the location of above ground or underground fuel or storage tanks; and (v) no Hazardous Materials are currently present on or 5 have at any time been stored or used on the Property, except for fertilizers and pesticides used in strict accordance with package instructions and all applicable Environmental Laws. Seller shall indemnify and hold Buyer harmless and defend Buyer from any loss, liability or expense, including reasonable attorneys' fees, incurred by Buyer, or any claim made against Buyer, by reason of Seller's breach of any of the foregoing representations or warranties. The provisions of this Paragraph 12 shall survive Closing. 13. Representations and Warranties of Buyer. Buyer represents, warrants and covenants as follows: (a) Buyer has full power, capacity and authority to execute and deliver this Contract and all other documents required to be executed and delivered by Buyer under this Contract and to perform its obligations hereunder. (b) Subject to approval by Buyer's City Council, this Contract will have been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 14. Seller Covenants. Commencing on the Effective Date and until the first to occur of Closing or termination of this Contract, Seller shall not (a) lease, sell, convey or further encumber any portion of the Property, (b) consent to any zoning or other change affecting the use of the Property, except for those requested or approved by Buyer, or (c) cause any other changes which affect the condition of Seller's title to the Property or otherwise adversely impact the condition of the Property or Buyer's intended use thereof. 15. Notices. Any notice required or permitted to be given or delivered under this Contract shall be in writing and shall be given by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, or reputable national overnight courier service: (a) If to Buyer, addressed to: Mayor City of Pueblo 1 City Hall Place Pueblo, CO 81003 Telephone No. 719-553-2611 with a copy to: City Attorney 1 City Hall Place Pueblo, CO 81003 Telephone No. 719-562-3899 6 (b) If to Seller, addressed to: Pueblo SCIP, LLC Attn: John H.F. Scanio P.O. Box 18837 Corpus Christi, TX 78480 Telephone No. 361-884-9762 with copy to: Donald J. Banner Banner& Bower, P.C. 115 E. Riverwalk, Suite 400 Pueblo, CO 81003 or to such other address or person as any Party may from time to time specify in a writing delivered to the other Party in the manner provided in this paragraph. Any notice shall be deemed delivered on the day on which personal delivery is effected or three (3) days after deposit in the mail in the case of registered or certified mail, or one (1) business day in the case of overnight courier. 16. Assignment. This Contract and the rights granted to Buyer hereunder may be assigned by Buyer with Seller's consent, provided, such consent shall not be unreasonably withheld, conditioned or delayed. Except as so restricted, this Contract shall inure to the benefit of and be binding upon the Parties and their respective successors and assigns. 17. Modification. No subsequent modification of any of the terms of this Contract shall be valid or binding upon the Parties or enforceable unless made in writing and signed by the Parties. 18. Entire Contract. This Contract constitutes the entire contract and agreement between the Parties relating to the subject matter hereof, and any prior statements, representations or agreements pertaining thereto, whether oral or written, have been merged and integrated into this Contract. 19. Captions. The captions in this Contract are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Contract or any of the provisions hereof. 20. Validity. If any provision of this Contract shall be held to be invalid or unenforceable, the same shall not affect in any respect whatsoever the validity or enforceability of the remainder of this Contract. 21. Broker. Buyer and Seller represent and warrant to the other than no broker or finder has been engaged by such Party in connection with this transaction. Seller agrees to indemnify, defend and hold Buyer harmless from and against any and all claims, loss, liability, 7 costs and expenses (including reasonable attorneys' fees), resulting from any claims that may be made against Buyer by any broker or other person claiming a commission, fee or other compensation by reason of the transaction contemplated hereby if the same shall arise by, through or on account of Seller. Buyer agrees to indemnify, defend and hold Seller harmless from and against any and all claims, loss, liability, costs and expenses (including reasonable attorneys' fees), resulting from any claims that may be made against Seller by any broker or other person claiming a commission, fee or other compensation by reason of the transaction contemplated hereby if the same shall arise by, through or on account of Buyer. 22. Applicable Law. This Contract will be construed and enforced in accordance with the laws of the State of Colorado (without giving effect to its choice of law principles). 23. Interpretation. Whenever the context so requires, the singular number shall include the plural and the plural the singular, and the use of any gender shall include all genders. 24. Survival of Representations. The representations, warranties, covenants and agreements of Buyer and Seller in this Contract are and shall be construed to be covenants running with the Property, shall survive the Closing of the transaction contemplated hereby and recordation of the Special Warranty Deed, may be enforced by either Buyer or Seller after the Closing Date, and shall not be merged or be deemed to be merged into the Special Warranty Deed. 25. Third Parties. Buyer and Seller and their respective successors and permitted assigns are the only parties to this Contract and are the only parties entitled to enforce this Contract. Nothing contained in this Contract nor any provision hereof is intended to give or shall be construed to give or confer, directly or indirectly, or otherwise, upon any third party any right, remedy or benefit hereunder. 26. Counterparts and Facsimile Signatures. This Contract may be executed in multiple counterparts, which taken together shall be deemed one original. 27. Exclusivity. In consideration of the time and resources which the Buyer will devote to the transactions contemplated herein, Seller agrees that until Closing or the earlier termination of this Contract, Seller will not, directly or indirectly, solicit, initiate or enter into discussions or transactions with, or encourage, or provide any information to, any individual, entity or group (other than to Buyer and Buyer's designees) concerning any sale or lease of the Property or any similar transaction or alternative. The provisions of this Paragraph shall not be construed to prohibit Seller or Buyer from discussing the transaction contemplated herein with their attorneys or other consultants. 28. Seller 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 or receipt of which is contingent upon approval of this Agreement or the City of Pueblo's ("City") advancement of City Funds to Buyer to complete this sale transaction. For breach or violation of this warranty, Buyer shall 8 have the right to terminate this Agreement or recover the full amount of such commission, percentage, contingent fee or other remuneration, and/or to seek such other remedies legally available to Buyer, which remedies shall be cumulative. Nothing in this paragraph shall be construed to prohibit the Seller from compensating Robert W. Leach pursuant to existing contractural agreements between the Seller and Robert W. Leach. IN WITNESS WHEREOF, the parties have signed this Contract effective as of the Effective Date. BUYER: ATTEST: CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION By d By. Brenda Armijo Nicholas A. radisar City Clerk Mayor Date: ,(� / SEAL] Approved as to form: / City Attorney SELLER: PUEBLO SCIP, LLC a Colorado limited liability company by: SCANIO FAMILY, LTD, a Texas Limited Partnership Sole Member and Sole Manager By: The Scanio Family GP, LLC, General Partner Frank . Scanio, III, Manager 9 By: -1011 . \_.------ Robert M. Brown, Manager By:_- v l� 4 " a_______ J n H. F. Scanio, Manager STATE OF CO tft 0 R A ©b ) ) ss. COUNTY OF .t)TALC LC ) The foregoing instrument was acknowledged before me this I s4.day of Deco vice , 2019 by Frank J. Scanio, III, Robert M. Brown and John H.F. Scanio as Managers of Pueblo SCIP, LLC a Colorado limited liability company. Witness my hand and official seal. My commission expires: top t'Zo zt . [ SEAL ] Zo."1.0kLi..l Notary Public DONALD 1.BANNER NOTARY PUBLIC STATE OF COLORADO NOTARY ID 19874009263 My Commission Expires 10-11-2021 10 EXHIBIT A City of Pueblo Sale Land Description The following parcels, all lying west of the 6th P.M., in the County of Pueblo, State of Colorado, with all recording and tax schedule information given referring to the public records of said County of Pueblo, said parcels being more particularly described as follows: Township 21 S., Range 64 W. Section 31 — (Portion of current tax schedule no. 14 310 00 011) W1/2 NE1/4, W1/2, NW1/4 SE1/4, Except: 1) The northerly 2000 feet of that portion of said Section 31 located in tax schedule number 14 310 00 011, and 2) that parcel deeded to the Albert P. & Clara J. Torri Family Trust Dated May 1, 1998, et al, recorded on February 16, 2012, Reception No. 1899234. Township 21 S., Range 65 W. Section 36—(Portion of current tax schedule no. 15 000 00 222) E1/2 lying east of D&RGW and C&S ROW's, and also lying east of the following parcels: a) Parcels deeded to Pueblo, a Municipal Corporation, recorded on July 17, 2012, Reception No. 1913071, b) Parcel deeded to Pueblo Municipal Rail Corporation, recorded on January 29, 2015, Reception No. 1995360, Except: The northerly 2000 feet of that portion of said Section 36 located in tax schedule number 15 000 00 222. Township 22 S. Range 64 W. Section 6—(Current tax schedule no. 24 000 00 088) Parcel deeded to Scanio Family, Ltd., recorded on February 16, 2012, Reception No. 1899238. Township 22 S., Range 65 W. Section 1—(Current tax schedule no. 25 010 00 008)That portion of the NE1/4 lying east of the parcel deeded to Rocla Concrete Tie, Inc., recorded on May 29, 2012, Reception No. 1908611, and lying northwesterly of Lime Road, as it existed prior to May 8, 2012, when a new ROW was deeded to Pueblo County for Lime Road, recorded on May 8, 2012, Reception No. 1906861. Section 1—(Current tax schedule no. 25 010 00 011) Parcel in the NE1/4 deeded to Scanio Family, Ltd., recorded on July 24, 2012, Reception No. 1913765. 11 1 . A -,.. , . „Ay," 1,:s. -t_ .„---- . _ 4 ',.. 4a(JClC<-, 1. tit ,444$. a` +srJl,.iGM;C' +`` ,.y4.. p��.n1ed I 44 S ZZ.t ` : :ft i.e"rf t: . v. „„ ., K.. ' lt000DIC Via 11 l laa,ed-u611Jod ff I ,.. Mved �' s4z1 IC t It t'll' luawasea ” H /i: aPlM A04 It oa$ 9C yew 3 awl 41JoN guy 4WvN --.-.. xre. G /fd�/f} i -a Ai •%iJadoad aq }o Aanans Aiepunoq e ylinn pa}ea.lo aq o} uoi}dlJDsap leSal ayl Aq paDeldaa aq of uol}d!JDsap leSal sigj •ssal JO aiow 'saiDe osb Ala}ewixoadde uie}uop pue 'uo-aiay anlq uI paupno aie slaDJed pau!qwo3 pies •Tenn in ly8la Dilgnd e se dials awn loo}oat slyl}o uollep!pap uodn a}eulwia}of}uawasea ssaDpe pleS 'M ti9 I 'S -CZ 1 'Z£ uol43aS}o ti/Z3Sti/IMN ayl pue b/13N Z/IM ay}}o aull isea aql of luaDe(pe pue}o }saran AlaielpawwI }uawasea ssappe apron loo}oot e gallas of Sulnaasaj AMENDMENT NO. 1 TO CONTRACT TO BUY AND SELL REAL ESTATE This Amendment No. 1 to Contract to Buy and Sell Real Estate ("Amendment No. 1") is executed to be effective as of December 30, 2019, (the "Effective Date") by and between Pueblo SCIP, LLC a Colorado limited liability company (the "Seller") and the City of Pueblo, a Colorado Municipal Corporation (the "Buyer"). Buyer and Seller are sometimes referred to herein as a "Party" and, collectively, as the "Parties." WHEREAS,Buyer and Seller entered into that certain Contract to Buy and Sell Real Estate dated October 28, 2019 (the "Contract"). Capitalized terms not otherwise defined in this First Amendment shall have the meanings assigned to them in the Contract; and WHEREAS, on October 28, 2019, by Ordinance No. 9579, the City Council of Buyer approved the Contract and authorized the Buyer's Mayor to execute same; and WHEREAS, Section 1-5-2 (1)(f)of Buyer's Municipal Code authorizes to Mayor to agree to minor amendments to contracts previously approved by City Council and this Amendment No. 1 qualifies as a minor amendment; and WHEREAS, Buyer and Seller desire to modify the Contract pursuant to the provisions set forth herein. NOW, THEREFORE, in consideration of the foregoing premises, the mutual promises set forth herein and other good and valuable consideration, Buyer and Seller hereby agree to the following: AGREEMENT 1. Date of Closing. The Parties hereby agree that the Section 5 of the Contract is hereby amended to read as follows: Date of Closing. The date of Closing ("Closing Date") and the hour and place of Closing shall be mutually agreed upon by the Parties, but in no event later than February 28, 2020. 2. Successors and Assigns. This Amendment No. 1 shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and assigns. 3. Ratification. Except as expressly stated herein, the Contract is hereby expressly ratified and shall remain in full force and effect. If there is any conflict between the Contract and the terms of this Amendment No. 1, the terms of this Amendment No. 1 shall control. 4. Counterparts. This Amendment No. 1 may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall constitute one and the same document with the same effect as if all parties had signed the same original. Furthermore, the Parties agree that execution of this Amendment No. 1 may be made by electronic signatures and transmission of this Amendment No. 1 by telecopy or via e-mail in a PDF format shall be deemed transmission of the original Amendment No. 1 for all purposes. IN WITNESS WHEREOF, the Parties to this Amendment No. I to Contract to Buy and Sell Real Estate have set forth their hand, to be effective as of the Effective Date. BUYER: ATTEST: CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION By '- Cta By:� �t�/ ����'1 Brenda Armijo Nicholas A. Gra isar City Clerk Mayor Date: `�,•a,,.,&m 3v, �4f [ SEAL] SELLER: PUEBLO SCIP, LLC a Colorado limited liability company by: SCANIO FAMILY, LTD, a Texas Limited Partnership Sole Member and Sole Manager By: The Scanio Family GP, LLC, General Partner By: Frank J. Scanio, III, Manager Date: By: Robert M. Brown, Manager Date: By: John H. F. Scanio, Manager Date: 2 Furthermore, the Parties agree that execution of this Amendment No. 1 may be made by electronic signatures and transmission of this Amendment No. 1 by telecopy or via e-mail in a PDF format shall be deemed transmission of the original Amendment No. 1 for all purposes. IN WITNESS WHEREOF, the Parties to this Amendment No. 1 to Contract to Buy and Sell Real Estate have set forth their hand, to be effective as of the Effective Date. BUYER: ATTEST: CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION By: By: BrendaArmijo Nicholas A. Gradisar City Clerk Mayor Date: [ SEAL] SELLER: PUEBLO SCIP, LLC a Colorado limited liability company by: SCANIO FAMILY, LTD, a Texas Limited Partnership Sole Member and Sole Manager By: The Scan Family GP, LLC, General Partner By: Fran / Scanio,III, Manager Date: December 23, 2019 By: \�— Ro ert M. rown, Manager Date: Dec- a er 23, 2019 Byi r..— J. n H. F. Scanio, Manager Date: December 23, 2019 2 Official Records of Pueblo County Clerk & Recorder 2171292 03/06/2020 10:02:26 AM Page 1 of 5 Warranty Deed R: $33.00 D: $189.00 Gilbert Ortiz WARRANTY DEED THIS DEED, made this 4th day of March, 2020, between PUEBLO SCIP, LLC a Colorado limited liability company Grantor, and the City of Pueblo, a Colorado Municipal Corporation, whose legal address is 1 City Hall Place, Pueblo, CO 81003, Grantee: WITNESSETH, that the Grantor, for and in consideration of the sum of One Dollar and other good and valuable considerations, 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 successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of County of property, State of Colorado, described on Exhibit A attached hereto and made a part hereof, reserving a 100 foot wide access easement along the east line as described on Exhibit B. TOGETHER with all and singular the 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. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its successors and assigns forever, and the Grantor, for itself, does covenant, grant, bargain and agree to and with the Grantee, its successors and assigns, that at the time of the ensealing and delivery of these presents, it is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances, and restrictions of whatever kind or nature soever, except taxes for the current year, easements, reservations and restrictions of record. The Grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its successors and assi.ns, against all and every person or persons lawfully claiming the whole or any part thereof. IN WITNESS WHEREOF, the Grantor has executed this Deed on the date set forth above. lad-rideLi L.-4J,, t.. �.. �.wwru oorir 4,46 WARRANTY DEED THIS DEED, made this 4th day of March, 2020, between PUEBLO SCIP, LLC a Colorado limited liability company Grantor, and the City of Pueblo, a Colorado Municipal Corporation, whose legal address is 1 City Hall Place, Pueblo, CO 81003, Grantee: WITNESSETH, that the Grantor, for and in consideration of the sum of One Dollar and other good and valuable considerations, 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 successors and assigns forever, all the real property, together with improvements, if any, situate, lying and being in the County of County of property, State of Colorado, described on Exhibit A attached hereto and made a part hereof, reserving a 100 foot wide access easement along the east line as described on Exhibit B. TOGETHER with all and singular the 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. TO HAVE AND TO HOLD the said premises above bargained and described with the appurtenances, unto the Grantee, its successors and assigns forever, and the Grantor, for itself, does covenant, grant, bargain and agree to and with the Grantee, its successors and assigns, that at the time of the ensealing and delivery of these presents, it is well seized of the premises above conveyed, has good, sure, perfect, absolute and indefeasible estate of inheritance, in law, in fee simple, and has good right, full power and authority to grant, bargain, sell and convey the same in manner and form as aforesaid, and that the same are free and clear from all former and other grants, bargains, sales, liens, taxes, assessments, encumbrances, and restrictions of whatever kind or nature soever, except taxes for the current year, easements, reservations and restrictions of record. The Grantor shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its successors and assigns, against all and every person or persons lawfully claiming the whole or any part thereof. IN WITNESS WHEREOF, the Grantor has executed this Deed on the date set forth above. 1/1" �c1111e 350141.6Gg LiZ. PUEBLO SCIP,LLC a Colorado limited liability company by: SCANIO FAMILY,LTD,a Texas Limited Partnership Sole Member and Sole Manager By: The Scania Family GP,LLC,General Partner ItBy: ►as .. Frank , Scanio,III,Manager h By: )1 Robert M.Brovn,Manager By: hn H. F. Scanio,Manager STATE OF COLORADO ) )SS. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this 44' day of MARCK , xOZo , by Frank J. Scanio, III, Robert M. Brown and John H. F. Scanio as Managers of The Scanio Family GP, LLC the General Partner of Scanio Family Ltd., a Texas Limited Partnership and sole Member and Manager of Pueblo SCIP,LLC a Colorado limited liability company. Witness my hand and official seal. Notary Public My Comm. Exp.;I Zq (2.b I SlATEtOf COPtV NOTAyID 37COMiliNkm 1 2 EXHIBIT A LAND DESCRIPTION A Parcel of land located in the northeast one-quarter of Section 1, Township 22 South, Range 65 West, the east one-half of Section 36, Township 21 South, Range 65 West, the northwest one-quarter of Section 6, Township 22 South, Range 64 West, and Section 31, Township 21 South, Range 64 West, the 6th P.M. in the County of Pueblo and State of Colorado and being more particularly described as follows: Basis of Bearings is the north line of Section 36, monumented on the west with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200 and monumented on the east with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200, to bear N. 89°19'04" W. and all bearings being relative thereto. Beginning at the southeast corner of the Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1 according to the recorded plat thereof filed for record on June 4, 2012 at Reception No. 1909383 in the records of Pueblo County Recorder; thence N. 03°00'08" E. along the east line of said Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1, a distance of 2,455.66 feet to the northeast corner of said Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1; thence N. 88°25'10" W. along the north line of said Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1, a distance of 955.29 feet to the . southeast corner of a parcel of land deeded to the City of Pueblo according to the Special Warranty Deed filed for record on January 1, 2015 at Reception No. 1995360 in the records of Pueblo County Recorder; thence N. 03°00'08" E. along the east line of said Parcel deeded to the City of Pueblo, a distance of 3,492.86 feet; thence S. 89°19'04" E., a distance of 1,880.35 feet to the east line of said Section 36; thence S. 88°05'25" E., a distance of 3,849.90 feet more or less to a point on the west line of a parcel of land according to the Warranty Deed filed for record on June 9, 1988 at Reception No. 864836 in the records of Pueblo County Recorder; thence S. 00°12'55" W. along said west line, a distance of 1,578.96 feet more or less to a point on the northerly right-of-way of Lime Road as presently located; thence S. 62°44'38" W. along the said northerly right-of-way of Lime Road, a distance of 228.22 feet more or less to a existing barbed wire fence; thence N. 83°50'30" W. along said existing barbed wire fence, a distance of 1,249.36 feet ; thence S. 00°56'25" E. along the existing barbed wire fence, a distance of 950.94 feet more or less to a point on the northerly right-of- way of Lime Road as presently located; thence S. 52°58'30" W. along the said northerly right-of-way of Lime Road, a distance of 1,387.21 feet more or less to an angle point in said right-of-way; thence N. 89°54'35"W. continuing along the said northerly right-of- way of Lime Road, a distance of 23.82 feet more or less to a point of intersection of the northerly right-of-way line of Lime Road as presently located and the southeasterly line of a parcel of land according to the Warranty Deed filed for record on December 7, 2017 at Reception No. 2090434 in the records of Pueblo County Recorder; thence S. 52°52'27"W. along the said southeasterly line, a distance of 1,047.62 feet; thence continuing along the southeasterly line, along the arc of a curve to the left whose radius is 2,060.00 feet, a distance of 410.08 feet; thence S. 41°28'06"W. continuing along the Page 1 of 2 said southeasterly line, a distance of 216.22 feet more or less to the west line of said Section 6; thence S. 00°09'33" W. along said west line of Section 6 and the said southeasterly line, a distance of 7.57 feet; thence S. 41°28'06"W. continuing along the said southeasterly line, a distance of 1,121.20 feet more or less to a point of intersection of the said southeasterly line and the northwesterly right-of-way line of Lime Road as presently located; thence S. 19°56'44"W. along the northwesterly right-of-way of Lime Road as presently located, a distance of 66.68 feet more or less to an angle point; thence S. 41°29'46" W. along the said northerly right-of-way of Lime Road, a distance of 424.05 feet more or less to the northeasterly platted Lime Road right-of-way in St. Charles Industrial Park, Filing No. 2, according to the recorded plat thereof filed for record on May 4, 2017 at Reception No. 2069460 in the records of Pueblo County Recorder; thence N. 48°14'59"W. along the said platted Lime Road right-of-way, a distance of 24.26 feet; thence S. 41°45'01"W. continuing along the said platted Lime Road right-of-way, a distance of 262.68 feet to the Point of Beginning. Excepting therefrom existing Lime Road right-of-way as presently located in said Sections 1, 6, 31 and 36. Reserving a 100 foot wide access easement along the east line as described in Exhibit B. Said access easement to terminate upon dedication of this 100 foot wide strip as a public right-of-way. containing 448.59 acres, more or less. Page 2 of 2 • . « EXHIBIT B LAND DESCRIPTION 100 foot Access Easement A Parcel of land located in the east one-half of Section 31, Township 21 South, Range 64 West, the 6th P.M. in the County of Pueblo and State of Colorado and being more particularly described as follows: Basis of Bearings is the north line of Section 36, monumented on the west with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200 and monumented on the east with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200, to bear N. 89°19'04" W. and all bearings being relative thereto. Commencing at the northwest corner of said Section 31; thence S. 60°27'45" E., a distance of 4,310.69 feet to the Point of Beginning; thence S. 88°05'25" E., a distance of 100.04 feet more or less to a point on the west line of a parcel of land according to the Warranty Deed filed for record on June 9, 1988 at Reception No. 864836 in the records of Pueblo County Recorder; thence S. 00°12'55" W. along said west line, a distance of 1,578.96 feet more or less to a point on the northerly right-of-way of Lime Road as presently located; thence S. 62°44'38" W. along the said northerly right-of-way of Lime Road, a distance of 112.71 feet; thence N. 00°12'55"W., a distance of 1,633.91 feet more or less to the Point of Beginning. containing 3.69 acres, more or less. Page 1 of 2 (TD-1000) Confidential Document This form provides essential market information to the county assessor to ensure accurate,fair and uniform assessments for all property.This document is not recorded,is kept confidential,and is not available for public inspection. This declaration must be completed and signed by either the grantor(seller)or grantee(buyer). Questions 1,2,3,and 4 may be completed(prefilled)by a third party,such as a title company or closing agent,familiar with details of the transaction.The signatory should confirm accuracy before signing. This form is required when conveyance documents are presented for recording.If this form is not completed and submitted,the county assessor may send notice.If the completed and signed form is not returned to the assessor within 30 days of notice,the assessor may impose a penalty of$25.00 or 0.025%(0.00025)of the sale price,whichever is greater. Additional information as to the purpose,requirements,and level of confidentiality regarding this form are outlined in Colorado Revised Statutes,sections 39-14-102,39-5-121.5,and 39-13-102. 1. Address and/or legal description of the real property sold:Please do not use P.O.Box numbers VACANT LAND,PUEBLO,CO 81004 2. Type of Propert purchased: f]Single Family Residential ❑Townhome El Condominium ElMulti-UnitRes 11 Commercial LI Industrial Li Agricultural U Mixed Use ❑X Vacant Land El Other 3. Date of Closing:March 05,2020 Date of Contract if different than date of closing:October 28,2019 4. Total sale price:Including all real and personal property.$1,890,000.00 Contracted price(if different from final sale price) $1,890,000.00 5. List any personal property included in the transaction that materially impacts the total sale price.Personal property may include,but is not limited to:machinery or equipment,vehicles,exceptional appliances,electronic devices,furniture,or anything that would not typically transfer with the real property(attach additional pages if necessary). Description Approximate Value Z $ /7 Personal Property Total: $ If no personal property is listed,the entire purchase price will be assumed to be for the real property. 6. Did the total sales price include a trade or exchange of additional real or personal property?Q Yes QX No If yes,give the approximate value of the goods or services as of the date of closing.$ If yes,does this transaction involve a trade under IRS Code Section 1031?El Yes U No 7. Was 100%interest in the real property purchased?Mark"no"if only a partial interest is being purchased. ❑X Yes❑No If no,interest purchased: % 8. Is this a transaction between related parties or acquaintances?This includes persons connected by blood or marriage,or business affiliates,or those acquainted prior to the transaction. ❑Yes❑X No 9. Please mark type of sale: Builder(new construction) Public(MLS or Broker Representation) Private(For Sale By Owner) Other(describe) 10. Check any of the following that apgy to the o diti n the improvements at the time of purchase: ❑New ❑Excellent U Good A e ge U Fair ❑Poor 0 Salvage Form 1068 closing/recordings/rpt_2019.html (35504768 0416692) III I 111111111 11111111111111 If the •roperty is financed,please complete the following: 11. ;•e of financing:(Check all that apply) _ •ne(all cash or cash equivalent) _ Ne Mortgage Lender(government-backed or conventional bank loan) _ New/ 'vate Third Party(nonconventional lender,e.g.,relative,friend,or acquantaince) _ Seller(b er obtained a mortgage directly from the seller) _ Assumed(b. er assumed an existing mortgage) Combination o ether: Please explain 12. Total amount financed. 13. Terms: —Variable Starting intere ate % - Fixed Interest rate Length of time rs Balloon Payment • =s Q No If yes,amount$0.00 Due Date 14. Mark any that apply: _ Seller assisted down payment _ Seller concessions _Special terms of financing If marked,please specify: 15. Was an independent appraisal obtained in conjunction with this tra -action?Q Yes No For properties other than residential(Residential is defined as:single family det.: ed,townhomes,apartments,and condominiums)please complete questions 16-18 if applicable.Otherwise,skip to#19 to complete. 16. Did the purchase price include a franchise or license fee? Yes No If yes,franchise or license fee value? 17. Did the purchase price involve an installment land contract?❑Yes❑No If yes,date of contract: 18. If this was a vacant land sale,was an on-site inspection of the property conducted by the buyer• 'or to the closing?Q Yes Q No Remarks:Please include any additional information concerning the sale you may feel is important. 19. Signed on this day of March 05,2020 Have at least one of the parties to the transaction sign the document,and include an address and a daytime phone number. Signature of X Grantee(Buyer) or Grantor(Seller) CITY OF PUEBLO,A COLORADO MUNICIPAL CORPORATION • • By: �.!!��/ NICLAS A.GRA R,MAYOR 20. All future correspondence(tax bills,property valuations,etc.)regarding this property should be mailed to: CITY OF PUEBLO,A COLORADO MUNICIPAL CORPORATION 1 CITY HALL PLACE,Pueblo,CO 81003 Phone: (719)553-2611 Email: Contact information is kept confidential,for County Assessor and Treasurer use only,to contact buyer with questions regarding this form, property valuation,or property tax information. Form 1068 closing/recordings/rpt_2019.html 35047668 (100011892) Official Records of Pueblo County Clerk & Recorder 2171290 03/06/2020 10:02:26 AM Page 1 of 4 Power Of Attorney R: $28.00 D: $0.00 Gilbert Ortiz LIMITED POWER OF ATTORNEY COME NOW the undersigned and hereby appoint Donald J. Banner as Attorney in Fact to do everything necessary in my name and for my benefit, which I could do if personally present and able, with respect to the listing for sale and closing of the sale of certain property in Pueblo County, Colorado, described as Exhibit A attached hereto and in accordance with the Contract to Buy and Sell Real Estate between the undersigned as Seller and the City of Pueblo, a Colorado Municipal Corporation as Buyer. My Attorney in Fact is specifically authorized to execute any and all documents required to he executed by the undersigned as seller concerning the listing contract, sales contract and all closing documents that may he required, and any other documents that may be required, to transfer the undersigned's interest in the real property described herein to a bona fide purchaser for value. This Limited Power of Attorney is both irrevocable and durable. It shall not terminate in the event of the undersigned's incapacity. Any third party who receives a copy of this Limited Power of Attorney may act in reliance of it. The undersigned further agrees to indemnify any third party for any claims that arise against the third party because of the third party's reliance on this Limited Power of Attorney. fr\ i DATED this 6`s day of December,2019. , 11 1l A Fran Scanio,Jr. L ,i Robert M. Brown ,� ck H.F.Scanio STATE OF COLORADO 1 )SS COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this 6th day of December, 2019 by Frank J. Scanio,Jr.,Robert M. Brown and John H. F. Scanio.,,,.. 4. Terri Rodrigues,No P'ub}is TEitiN My Comm. Exp._ 312' [ ININOTARYGU C STRYDi94�3�NOT76 AMV,F40,1eissiOn EOM 03.29-421 LIMITED POWER OF ATTORNEY COME NOW the undersigned and hereby appoint Donald J. Banner as Attorney in Fact to do everything necessary in my name and for my benefit, which I could do if personally present and able, with respect to the listing for sale and closing of the sale of certain property in Pueblo County, Colorado, described as Exhibit A attached hereto and in accordance with the Contract to Buy and Sell Real Estate between the undersigned as Seller and the City of Pueblo, a Colorado Municipal Corporation as Buyer. My Attorney in Fact is specifically authorized to execute any and all documents required to be executed by the undersigned as seller concerning the listing contract, sales contract and all closing documents that may be required, and any other documents that may be required, to transfer the undersigned's interest in the real property described herein to a bona fide purchaser for value. This Limited Power of Attorney is both irrevocable and durable. It shall not terminate in the event of the undersigned's incapacity. Any third party who receives a copy of this Limited Power of Attorney may act in reliance of it. The undersigned further agrees to indemnify any third party for any claims that arise against the third party because of the third party's reliance on this Limited Power of Attorney. DATED this 6th day of December, 2019. so Fra .Scanio,Jr. Robert M. grown Mal Alb" ck H. F. Scanio STATE OF COLORADO ) ) SS COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me this 6th day of December, 2019 by Frank J. Scanio,Jr.,Robert M. Brown and John H. F. Scanio. Terri Rodrigues, Not�-y��b� Ali � � My Comm. Exp. `` STATE AR onC�TE pp NOTARY tD 19934003776 My Commission Empires 03.204021 EXHIBIT A LAND DESCRIPTION A Parcel of land located in the northeast one-quarter of Section 1, Township 22 South, Range 65 West, the east one-half of Section 36, Township 21 South, Range 65 West, the northwest one-quarter of Section 6, Township 22 South, Range 64 West, and Section 31, Township 21 South, Range 64 West, the 6th P.M. in the County of Pueblo and State of Colorado and being more particularly described as follows: Basis of Bearings is the north line of Section 36, monumented on the west with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200 and monumented on the east with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200, to bear N. 89°19'04" W. and all bearings being relative thereto. Beginning at the southeast corner of the Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1 according to the recorded plat thereof filed for record on June 4, 2012 at Reception No. 1909383 in the records of Pueblo County Recorder; thence N. 03°00'08" E. along the east line of said Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1, a distance of 2,455.66 feet to the northeast corner of said Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1; thence N. 88°25'10" W. along the north line of said Lot 1 in Block 1, St. Charles Industrial Park, Filing No. 1, a distance of 955.29 feet to the southeast corner of a parcel of land deeded to the City of Pueblo according to the Special Warranty Deed filed for record on January 1, 2015 at Reception No. 1995360 in the records of Pueblo County Recorder; thence N. 03°00'08" E. along the east line of said Parcel deeded to the City of Pueblo, a distance of 3,492.86 feet; thence S. 89°19'04" E., a distance of 1,880.35 feet to the east line of said Section 36; thence S. 88°05'25" E., a distance of 3,849.90 feet more or less to a point on the west line of a parcel of land according to the Warranty Deed filed for record on June 9, 1988 at Reception No. 864836 in the records of Pueblo County Recorder; thence S. 00°12'55" W. along said west line, a distance of 1,578.96 feet more or less to a point on the northerly right-of-way of Lime Road as presently located; thence S. 62°44'38" W. along the said northerly right-of-way of Lime Road, a distance of 228.22 feet more or less to a existing barbed wire fence; thence N. 83°50'30" W. along said existing barbed wire fence, a distance of 1,249.36 feet ; thence S. 00°56'25" E. along the existing barbed wire fence, a distance of 950.94 feet more or less to a point on the northerly right-of- way of Lime Road as presently located; thence S. 52°58'30" W. along the said northerly right-of-way of Lime Road, a distance of 1,387.21 feet more or less to an angle point in said right-of-way; thence N. 89°54'35"W. continuing along the said northerly right-of- way of Lime Road, a distance of 23.82 feet more or less to a point of intersection of the northerly right-of-way line of Lime Road as presently located and the southeasterly line of a parcel of land according to the Warranty Deed filed for record on December 7, 2017 at Reception No. 2090434 in the records of Pueblo County Recorder; thence S. 52°52'27"W. along the said southeasterly line, a distance of 1,047.62 feet; thence continuing along the southeasterly line, along the arc of a curve to the left whose radius is 2,060.00 feet, a distance of 410.08 feet; thence S. 41°28'06"W. continuing along the Page 1 of 2 said southeasterly line, a distance of 216.22 feet more or less to the west line of said Section 6; thence S. 00°09'33"W. along said west line of Section 6 and the said southeasterly line, a distance of 7.57 feet; thence S. 41°28'06" W. continuing along the said southeasterly line, a distance of 1,121.20 feet more or less to a point of intersection of the said southeasterly line and the northwesterly right-of-way line of Lime Road as presently located; thence S. 19°56'44" W. along the northwesterly right-of-way of Lime Road as presently located, a distance of 66.68 feet more or less to an angle point; thence S. 41°29'46" W. along the said northerly right-of-way of Lime Road, a distance of 424.05 feet more or less to the northeasterly platted Lime Road right-of-way in St. Charles Industrial Park, Filing No. 2, according to the recorded plat thereof filed for record on May 4, 2017 at Reception No. 2069460 in the records of Pueblo County Recorder; thence N. 48°14'59"W. along the said platted Lime Road right-of-way, a distance of 24.26 feet; thence S. 41°45'01" W. continuing along the said platted Lime Road right-of-way, a distance of 262.68 feet to the Point of Beginning. Excepting therefrom existing Lime Road right-of-way as presently located in said Sections 1, 6, 31 and 36. Reserving a 100 foot wide access easement along the east line as described in Exhibit B. Said access easement to terminate upon dedication of this 100 foot wide strip as a public right-of-way. containing 448.59 acres, more or less. Page 2 of 2 . . EXHIBIT B LAND DESCRIPTION 100 foot Access Easement A Parcel of land located in the east one-half of Section 31, Township 21 South, Range 64 West, the 6th P.M. in the County of Pueblo and State of Colorado and being more particularly described as follows: Basis of Bearings is the north line of Section 36, monumented on the west with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200 and monumented on the east with a found 3 1/4" aluminum cap stamped with P.L.S. No. 33200, to bear N. 89°19'04" W. and all bearings being relative thereto. Commencing at the northwest corner of said Section 31; thence S. 60°27'45" E., a distance of 4,310.69 feet to the Point of Beginning; thence S. 88°05'25" E., a distance of 100.04 feet more or less to a point on the west line of a parcel of land according to the Warranty Deed filed for record on June 9, 1988 at Reception No. 864836 in the records of Pueblo County Recorder; thence S. 00°12'55" W. along said west line, a distance of 1,578.96 feet more or less to a point on the northerly right-of-way of Lime Road as presently located; thence S. 62°44'38"W. along the said northerly right-of-way of Lime Road, a distance of 112.71 feet; thence N. 00°12'55"W., a distance of 1,633.91 feet more or less to the Point of Beginning. containing 3.69 acres, more or less. Page 1 of 2