HomeMy WebLinkAbout09895ORDINANCE NO. 9895
AN EMERGENCY ORDINANCE APPROVING TWO
CONTRACTS TO BUY AND SELL REAL ESTATE
BETWEEN THE CITY OF PUEBLO, A COLORADO
MUNICIPAL CORPORATION AND BIG R PROPERTIES,
LLC, A COLORADO LIMITED LIABILITY COMPANY
RELATING TO REAL ESTATE PARCELS LOCATED IN THE
PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK AND
AUTHORIZING THE MAYOR TO EXECUTE SAID
CONTRACTS
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The following two (2) Contracts to Buy and Sell Real Estate (“Agreements”) both
dated March 8, 2021, between the City of Pueblo, a Colorado municipal corporation
(“City”) and Big R Properties, LLC, a Colorado limited liability company, copies of which
are attached hereto and are incorporated herein by this reference, having been approved
as to form by the City Attorney, shall be and hereby are approved:
1. Contract for the City to sell 31965 United Avenue, Pueblo, CO 81001 to Big R
Properties for $2,000,000;
2. Contract for the City to sell 2.31 acres of unimproved land to Big R Properties
for $125,000.
The Mayor is authorized to execute and deliver said Agreements in the name of the City
and the City Clerk is authorized to fix the seal of the City thereto and attest same. The
Mayor is further authorized to execute and deliver Special Warranty Deeds and related
documents at closing, transferring the two (2) properties owned by the City, as identified
in said Agreements, to Big R Properties, in the manner described in the attached
Agreements.
SECTION 2.
The officers and staff of the City are authorized 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 3.
Savings Clause: The immediate enactment of this Ordinance is necessary in order
to preserve and protect the health, safety and welfare of the residents of the City. The
attached Agreements will result in immediate economic development in the City’s Airport
Industrial Park. Immediate repair and rehabilitation are needed for 31965 United Avenue,
Pueblo, CO 81001 in order to prevent further deterioration of the property. Pursuant to
Sec. 3-20 of the City Charter, 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 March 8, 2021 .
Final adoption of Ordinance by City Council on March 8, 2021 .
President of City Council
Action by the Mayor:
☒ Approved on March 10, 2021 .
□ 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 # S-3
Background Paper for Proposed
Ordinance
COUNCIL MEETING DATE: March 8, 2021
TO: Lawrence W. Atencio and Members of City Council
CC: Nicholas A. Gradisar, Mayor
VIA: Brenda Armijo, City Clerk
FROM: Daniel C. Kogovsek, City Attorney
SUBJECT: AN EMERGENCY ORDINANCE APPROVING TWO CONTRACTS TO BUY AND
SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO
MUNICIPAL CORPORATION AND BIG R PROPERTIES, LLC, A COLORADO
LIMITED LIABILITY COMPANY RELATING TO REAL ESTATE PARCELS
LOCATED IN THE PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK AND
AUTHORIZING THE MAYOR TO EXECUTE SAID CONTRACTS
SUMMARY:
Attached is an Emergency Ordinance approving and authorizing the Mayor to sign the following
two (2) agreements:
Contract for the City to sell 31965 United Avenue, Pueblo, CO 81001 to Big R
Properties, a Colorado limited liability company (“Properties’) for $2,000,000;
Contract for the City to sell 2.31 acres of unimproved land to Properties for
$125,000.
PREVIOUS COUNCIL ACTION:
City Council has approved Employment Agreements with Big R Holdings, Inc., a Colorado
corporation (“Holdings”) an affiliate of Properties, in 2009, 2013, and 2016 as described below.
BACKGROUND:
In 2009, City Council granted Holdings economic incentives in the amount of $564,000 in
exchange for the creation of 40 full-time primary jobs at a distribution center and office building
located at 350 Keeler Parkway in the Pueblo Airport Industrial Park. In 2013, City Council granted
Holdings an additional $600,000 in exchange for the creation of 30 additional full-time primary
jobs at 350 Keeler Parkway.
In 2016, the City Council approved the expansion and relocation of Holdings’ distribution center
and administrative offices from 350 Keeler Parkway to 1 McDonnell Douglas Street (the former
“Boeing Building”) in the Airport Industrial Park. Holdings agreed to hire thirty-three (33) new full-
time employees (for a total of 103). On February 1, 2018, the City sold 1 McDonnell Douglas
Street (n/k/a 100 Big R Street) to Properties and the City purchased 350 Keeler Parkway from
Properties. On February 1, 2018, Properties delivered to the City a Promissory Note in the
amount of $6,856,000 with an adjustable interest rate thereon computed at the “prime rate” of
Wells Fargo Bank, NA plus one percent (1%). The 02-01-18 Promissory Note obligates the
Company to make monthly “interest only” payments for its ten-year term. At the conclusion of the
ten-year term, the entire principal balance is due and payable by Properties to the City. On
February 12, 2018, Holdings delivered to the City another promissory note in the principal amount
of $750,000 with an adjustable interest rate computed at the “prime rate” of Wells Fargo Bank,
NA plus one and one-half percent (1.5%). The 02-12-18 Promissory Note obligates Properties to
make principal and interest payments for its ten-year term. At the conclusion of the ten-year term,
the principal balance shall be paid in full. The 02-12-18 Promissory Note (like the 02-01-18
Promissory Note) is secured by a first priority deed of trust to 100 Big R Street, Pueblo, Colorado
81001.
Big R Holdings has recently informed the Pueblo Economic Development Corporation (“PEDCO”)
of its need to immediately expand its distribution center and office complex. In order to keep Big
R’s headquarters in Pueblo, PEDCO has recommended that the City sell 31965 United Avenue,
Pueblo, CO 81001 (the former Water Company Building) and an adjacent 2.31-acre parcel of
unimproved land to Properties.
FINANCIAL IMPLICATIONS:
31965 United Avenue
According to a February 5, 2021 appraisal, 31965 United Avenue has a current fair market value
of $2.1 million. City staff is recommending that the City sell the property for $2.0 million ($100,000
less) for three (3) reasons:
1. The Water Company abandoned the property in a state of great disrepair. Big R
Holdings will be required to spend approximately $500,000 to make the necessary
repairs and rehabilitation before the building is ready for occupancy. Selling the
property at the lower price will allow the City to avoid paying future repair and
rehabilitation expenses to prepare the building for future sale or leasing to another
economic development prospect.
2. Big R has fully complied with its employment commitments and currently employs
more than 100 employees at salaries and benefits averaging more than $64,000 per
employee.
3. It is important for Pueblo’s future economic development that Big R’s headquarters
remain in the Pueblo Memorial Airport Industrial Park.
2.31 Acres
According to a February 5, 2021 appraisal, the 2.31 acres of unimproved land has a current fair
market value of $125,000. Big R Properties has agreed to pay $125,000 for the parcel.
BOARD/COMMISSION RECOMMENDATION:
Not applicable to this Ordinance.
STAKEHOLDER PROCESS:
Not applicable to this Ordinance.
ALTERNATIVES:
If this Ordinance is not approved, Big R Properties will be prevented from expanding its operations
in the Airport Industrial Park.
RECOMMENDATION:
The Pueblo Economic Development Corporation recommends approval of this Ordinance.
Attachments: Proposed Ordinance; two (2) proposed Contracts to Buy and Sell Real Estate
Reception 2225955
05/13/2021 02:23:47 PM
CERTIFICATION
I hereby certify that the attached document is a true and correct copy of
Ordinance No. 9895 which was adopted by the City Council of the City of
Pueblo on March 8, 2021 and approved by the Mayor of the City of Pueblo
on March 10, 2021.
Dated this 7th day of May, 2021.
4 to Tammy MartitSez
°4 1 frilf)S/ Office of the City Clerk
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41 I•
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1 City Hall Place.Pueblo.Co 81003 a (719)553-2655 • Fax(719)553-2698 •cityadmin@pueblo us
2225955 Page 2 of 3
05/13/2021 02:23:47 PM
ORDINANCE NO. 9895
AN EMERGENCY ORDINANCE APPROVING TWO
CONTRACTS TO BUY AND SELL REAL ESTATE
BETWEEN THE CITY OF PUEBLO, A COLORADO
MUNICIPAL CORPORATION AND BIG R PROPERTIES,
LLC, A COLORADO LIMITED LIABILITY COMPANY
RELATING TO REAL ESTATE PARCELS LOCATED IN
THE PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK
AND AUTHORIZING THE MAYOR TO EXECUTE SAID
CONTRACTS
BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that:
SECTION 1.
The following two (2) Contracts to Buy and Sell Real Estate ("Agreements") both
dated March 8, 2021, between the City of Pueblo, a Colorado municipal corporation
("City") and Big R Properties, LLC, a Colorado limited liability company, copies of which
are attached hereto and are incorporated herein by this reference, having been
approved as to form by the City Attorney, shall be and hereby are approved:
1. Contract for the City to sell 31965 United Avenue, Pueblo, CO 81001 to Big R
Properties for$2,000,000;
2. Contract for the City to sell 2.31 acres of unimproved land to Big R Properties
for$125,000.
The Mayor is authorized to execute and deliver said Agreements in the name of the City
and the City Clerk is authorized to fix the seal of the City thereto and attest same. The
Mayor is further authorized to execute and deliver Special Warranty Deeds and related
documents at closing, transferring the two (2) properties owned by the City, as identified
in said Agreements, to Big R Properties, in the manner described in the attached
Agreements.
SECTION 2.
The officers and staff of the City are authorized 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 3.
Savings Clause: The immediate enactment of this Ordinance is necessary in
order to preserve and protect the health, safety and welfare of the residents of the City.
The attached Agreements will result in immediate economic development in the City's
Airport Industrial Park. Immediate repair and rehabilitation are needed for 31965 United
Avenue, Pueblo, CO 81001 in order to prevent further deterioration of the property.
Pursuant to Sec. 3-20 of the City Charter, this Ordinance shall become effective on the
date of final action by the Mayor and City Council.
2225955 Page 3 of 3
05/13/2021 02:23:47 PM
Action by City Council:
Introduced and initial adoption of Ordinance by City Council on March 8, 2021 .
Final adoption of Ordinance by City Council on _ March 8, 2021 .
President of City Council
Action by the Mayor:
® Approved on March 10. 2021 .
❑ Disapproved on based on the following objections:
26.049,40•4•4:t4
Mayor
Action by City Council After Disapproval by the Mayor:
O Council did not act to override the Mayor's veto.
O Ordinance re-adopted on a vote of , on
O Council action on failed to override the Mayor's veto.
President of City Council
ATTEST
tiitnazt. oGurudr
City Clerk
CONTRACT TO BUY AND SELL REAL ESTATE
THIS CONTRACT TO BUY AND SELL REAL ESTATE("Contract")is made and entered
into as of March 8, 2021 (the "Effective Date") by and between the City of Pueblo, a Colorado
municipal corporation (the "Seller") and Big R Properties, LLC, a Colorado limited liability
company (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 real property located within Pueblo County, Colorado,
and more particularly described as:
Lot 38, Pueblo Memorial Airport Industrial Park Subdivision, Pueblo County, Colorado,
more commonly known as 31965 United Ave., Pueblo, CO 81001
(the "Property").
B. Buyer is desirous of purchasing the Property from Seller upon the terms and
conditions hereinafter set forth.
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 and other good and valuable consideration,the receipt and sufficiency of which is
hereby acknowledged, 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 Two Million
Dollars ($2,000,000.00)payable on the Closing Date (as defined in Paragraph 5 below).
3. Evidence of Title.
(a) Title Commitment and Policy. Prior to the Closing Date (as defined in
Paragraph 5 below) Seller shall order and obtain, at Seller's expense, a current commitment for
extended coverage title insurance in the amount of Two Million Dollars ($2,000,000.00), 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 authorized to issue title
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insurance in the state of Colorado(the"Title Company"),on the current standard form of extended
ALTA Title 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 a 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 exceptions (to the extent the
Title Company will so agree),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(b)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, except for
endorsements obtained at Seller's cost,as provided in subparagraph(b)below. Seller shall provide
such affidavits or certificates 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.
(b) 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 reasonable satisfaction of Buyer any written objection by Buyer
of which Seller has been given notice in accordance with this subparagraph(b),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, except for any obligations that expressly survive the
termination of this Contract. Buyer will have ten(10)business days after receipt of any amendment
or update to the Title Commitment to object to any changes in the same fashion as objections to the
initial Title Commitment under this subparagraph (b). Anything above to the contrary
notwithstanding, Seller shall be obligated to,and shall cause all financing,mortgage,judgment and
tax liens or other monetary 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
and upon reasonable advance notice 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 Property for Buyer's intended use. All such Testing shall be performed by Buyer or
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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, or its agents or
representatives' 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
fifteen(15)days prior to Closing Date or at any time prior to the time a Closing Date has been set by
the Parties as provided in Section 5 below.
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.
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 which
shall include all matters shown on the Title Commitment accepted by Buyer.
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) City Council of Seller, as its governing body, approving this Contract on or
before Closing.
(b) The results of inspection and testing do not indicate any conditions which
are deemed unacceptable to Buyer, in Buyer's sole and absolute discretion.
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. If the above conditions have not
been satisfied,or if the closing has not occurred on or before July 30,2021,any Party that is not then
in breach of this Contract may terminate this Contract by written notice to the other.
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.
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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
Closing Date.
11. Time of Essence/Default and Remedies. Time is of the essence hereof. If any
obligation required to be performed prior to closing (and including the obligation to close) is not
performed there shall be the following exclusive remedies:
(a) If Buyer is in Default: In the event Buyer defaults in the performance of its
obligations hereunder prior to Closing, Seller shall have the right to(i)terminate this Contract upon
written notice to the 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 and to the maximum extent permitted by law, Buyer and Seller waive their right to a trial
by jury.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:
(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
4
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) 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 Seller's interest in the Property, to the
Property itself,or which affects the Property in any manner that would have a material adverse effect
on the Buyer.
(g) Notwithstanding any other provision of this Agreement to the contrary, it is
understood and agreed that Seller is not making and has not at any time made and Seller hereby
disclaims any warranties or representations of any kind or character,express or implied with respect
to: (i) the Property's compliance with all applicable state and federal environmental laws,
regulations,ordinances,rules and orders(collectively,"Environmental Laws"); (ii)any 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 any pending or threatened
investigations of any matters relating to any Environmental Laws with respect to the Property; (iii)
the 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) the use of the
Property as a dump site, a storage site for solid wastes or the location of above ground or
underground fuel or storage tanks; and(v)that Hazardous Materials are not currently present on or
have at any time been stored or used on the Property
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 in perpetuity, as it relates to the representations
and warranties set forth in Sections 12(a),(b),(c),(e)and(f),and for a period equal to the applicable
statute of limitations plus six(6)months,as it relates to the representations and warranties set forth
in Section 12(d).
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT, 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
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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. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
SET FORTH IN THIS CONTRACT AND THE SPECIAL WARRANTY OF TITLE TO BE SET
FORTH IN THE SPECIAL WARRANTY DEED,UPON CLOSING SELLER SHALL SELL AND
CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY"AS IS, WHERE IS,
WITH ALL FAULTS." BUYER AND SELLER AGREE THAT THE PROVISIONS OF THESE
DISCLAIMERS,AS SET FORTH IN THIS PARAGRAPH 12,SHALL SURVIVE THE CLOSING
OF THE TRANSACTION CONTEMPLATED BY THIS CONTRACT AND THE RECORDING
OF THE SPECIAL WARRANTY DEED HEREUNDER.
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) This Contract has 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 would otherwise be reasonably likely to
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:
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(a) If to Seller, addressed to:
Mayor
City of Pueblo
1 City Hall Place, 2nd Floor
Pueblo, Colorado 81003
Telephone No. (719) 553-2655
with a copy to: City Attorney
1 City Hall Place, 3rd Floor
Pueblo, Colorado 81003
Telephone No. (719) 562-3899
(b) If to Buyer, addressed to:
Big R Holdings, Inc.
100 Big R Street
Pueblo, CO 81001
Attn: Adam Carroll
with a copy to: Maynes, Bradford, Shipps & Sheftel LLP
600 17th St., Suite 2150-S
Denver, CO 80202
Attn: David C. Cripe
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, and 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.
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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 that 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, 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. Except as otherwise limited under the last paragraph of
Section 12 hereof,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 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
8
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. Limitations on Liability. EXCLUDING LIABILITY ARISING FROM THE
WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY,NEITHER PARTY SHALL BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL,EXEMPLARY
OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THIS
AGREEMENT, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Executed at Pueblo, Colorado, the day and year first above written.
SELLER:
CITY OF PUEBLO, CO
a Colorado municipal corporation
By: _ cd,&064eeir.dir_
Nicholas A. Gra sar
Mayor
ATTESTED BY,;y ),tu-)C , (L
CITY CLERK
BUYER:
BIG R PROPERTIES, LLC
a Colorado limited liability company
By:
Adam Carroll, Manager
9
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. Limitations on Liability. EXCLUDING LIABILITY ARISING FROM THE
WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY,NEITHER PARTY SHALL BE
LIABLE FOR ANY CONSEQUENTIAL,INCIDENTAL,PUNITIVE,SPECIAL,EXEMPLARY
OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THIS
AGREEMENT,EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Executed at Pueblo, Colorado,the day and year first above written.
SELLER:
CITY OF PUEBLO,CO
a Colorado municipal corporation
By:
Nicholas A. Gradisar
Mayor
ATTESTED BY:
CITY CLERK
BUYER:
BIG R PROPERTIES,LLC
a Colorado limited liability company
By: 1l
Adam Carroll. Manager
9
Reception 2225956
05/13/2021 02:23:47 PM
SPECIAL WARRANTY DEED
THIS DEED is dated May 7, 2021, and is made between the City of Pueblo, a Colorado municipal
corporation ("Grantor"), and Big R Properties, LLC, ("Grantee"), a Colorado limited liability company,
whose legal address is 100 Big R Street,Pueblo,Colorado 81001.
WITNESS,that the Grantor,for and in consideration of the sum of TEN DOLLARS, ($10.00),the receipt
and sufficiency of which is hereby acknowledged, hereby grants, bargains, sells, conveys and confirms unto
the Grantee and its successors and assigns forever, all the real property, together with any improvements
thereon, located in the County of Pueblo and State of Colorado,described as follows:
Lot 38,Pueblo Memorial Airport Industrial Park Subdivision,County of Pueblo, State of Colorado
For informational purposes only: Assessor's schedule or parcel number: 330021008
Address: 31965 United Avenue,Pueblo,CO 81001
TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging, or in
anywise appertaining,the reversions,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 improvements,
hereditaments and appurtenances, unto the Grantee and its successors and assigns forever.
The Grantor, for itself and its successors and assigns, does covenant and agree that the Grantor shall and
will WARRANT THE TITLE AND DEFEND the above described premises, but not any adjoining vacated
street or alley, or other right-of-way that adjoins the real property, if any, in the quiet and peaceable
possession of the Grantee and its successors and assigns, against all and every person or persons claiming the
whole or any part thereof, by through or under the Grantor, except and subject to the matters set forth on
Exhibit A attached hereto and incorporated herein by this reference.
In accordance with the provision of that certain Deed of Release dated November 14, 1991 made by the
United States of America acting by the Federal Aviation Administration and the City of Pueblo recorded in the
real property records of Pueblo County, Colorado on May 22, 1992 in Book 2594 at Page 965, the City of
Pueblo(the "City"),as Grantor, hereby reserves until itself, its successors and assigns,the following reserved
rights:
I. The City of Pueblo, Colorado reserves unto itself, its successors and assigns, for the use and
benefit of the public a right of flight for the passage of aircraft in the airspace above the surface of the
Property, together with the right to cause in the airspace above the surface of the Property such noise as may
be inherent in the operation of aircraft now known or hereafter used, for navigation of flight in the said
airspace, and for use of said airspace for landing on, taking off from, or operation on or over the Pueblo
Memorial Airport.
2. Grantee expressly agrees for itself, its successors and assigns to restrict the height of
structures, objects of natural growth and other obstructions on the Property, to a height of not more than 4,710
feet above sea level.
3. Grantee expressly agrees for itself, its successors and assigns, to prevent any use of the
Property which would interfere with landing or taking off of aircraft at the Pueblo Memorial Airport, or
otherwise constitute an airport hazard.
4. In addition to the rights reserved above, the Property and its use are further subject to the
following restrictive covenants:
No.1611. Rev.8-17. SPECIAL WARRANTY DEED (From a Corporation)
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a. The Property may be used only for manufacturing, warehouse facilities or office use.
The Property shall not be used for smelting or plating operations, or for the storage or processing of
putrescible materials, or for any purpose or business which constitutes a nuisance, or which exceeds
the state air pollution control standards for the activities conducted on the Property. Gasoline or diesel
fuel used in connection with the business conducted on the Property but not for sale at retail or
wholesale may be stored on the Property in an environmentally sound manner.
b. Outdoor storage shall not be permitted except in accordance with the zoning or
building requirements of the City of Pueblo (the"City"). Parking areas for vehicles and roads on the
Property shall be paved.
c. The Property shall not be subdivided and no building or structure over thirty-five feet
in height shall be installed or constructed on the Property.
d. No structures or building shall be constructed or installed nearer than sixty-five (65)
feet along the front of the Property near United Avenue or thirty-five (35) feet of the side or rear
streets. There must be installed and maintained a minimum thirty-five (35) foot strip of living
landscaped ground along the front of the Property near United Avenue and twenty-five (25) feet
adjacent to abutting streets. Minimum side yards set-backs shall be thirty-five(35)feet.
e. The Property owner shall at all times keep and maintain the Property and all buildings,
landscaping and improvements located thereon in a good, clean, safe and orderly condition free of
waste, rubbish, debris and trash, and enclose and screen from public view all outside storage and
unsightly areas of the Property and those used for storage.
f. Before commencing the construction, installation or alteration of any building,
structures, parking facility, outdoor sign, or other permanent improvement, or landscaping on the
Property, the Property owner shall submit to and have approved by the City in writing the site plans
and plans and specifications therefor. City's approval will not be unreasonably withheld. In the event
the City or its designated representatives shall fail to approve or disapprove such plans and
specifications within twenty-five (25) working days after they have been submitted to the City, such
approval will not be required and this covenant wiII be deemed to have been complied with. All
buildings, improvements and activities on the Property shall be constructed and conducted in
compliance with all applicable federal, state,and local law, regulations,and codes.
g. Waste water discharged from the Property into City's sanitary sewer system and the
Property owner's use thereof are limited by and subject to the available treatment capacity of City's
waste water treatment facilities and City's sewer user, industrial cost recovery, high strength
surcharge, and pretreatment ordinances, rules and regulations applicable to City's sanitary sewer
system at Pueblo Memorial Airport, now in effect or hereafter adopted or amended. The Property
owner shall effect or hereafter adopted or amended. The Property owner shall only discharge
domestic waste into City's sanitary sewer system.
Notwithstanding the foregoing,any noncompliance of the existing improvements on the Property with
the provisions of this Section 4 shall be deemed accepted and the foregoing restrictions shall be modified to
the extent required to allow such conditions and improvements
The foregoing restrictions supersede and replace the restrictions set forth in that certain Warranty Deed
from the City of Pueblo, as grantor,to William K. Shero,as grantee,dated December 23, 1992,recorded in the
real property records of Pueblo County,Colorado on May 22, 2991 in book 2594 at Page 968 and re-recorded
June 29, 1992 in Book 2601 at Page 68 and in that certain Special Warranty Deed from the City of Pueblo, as
grantor,to Dana Corporation,as grantee, dated September 9, 1970 and recorded in the real property records of
Pueblo County, Colorado on September 25, 1970 in Book 1678 at Page 159, and the City hereby releases and
terminates all reservations and restrictions set forth in such Deeds.
No.16B. Rev.8-17. SPECIAL WARRANTY DEED (From a Corporation)
2225956 Page 3 of 5
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IN WITNESS WHEREOF,the Grantor has caused its name to be hereunto subscribed on the date set
forth above.
GRANTOR:
CITY OF PUEBLO,COLORADO.
a Colorado municipal corporation
By:
Name: Nicholas A.
Gradisar Title: Mayor
STATE OF COLORADO )
)ss.
COUNTY OF PUEBLO )
The foregoing instrument was acknowledged before me this 'T1. 7th day of
a.O .- I May,2021, by Nicholas A. Gradisar,as Mayor,
on behalf o e City of Pueblo,Colorado.
Witness my hand and official seal. -
My commission expires:
tiny Not Pub '
No.16B. Rev.8-17. SPECIAL WARRANTY DEED (From a Corporation)
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EXHIBIT A
To Warranty Deed
PERMITTED EXCEPTIONS
1. TERMS, CONDITIONS, PROVISIONS, BURDENS, OBLIGATIONS AND EASEMENTS AS
SET FORTH AND GRANTED IN RIGHT OF WAY AGREEMENT RECORDED MAY 07,
1908 IN BOOK 321 AT PAGE 477.
2. TERMS, CONDITIONS, AND PROVISIONS CONTAINED IN LICENSE AGREEMENT
RECORDED DECEMBER 30, 1913, IN BOOK 390 AT PAGE 188.
3. TERMS, CONDITIONS, PROVISIONS, BURDENS, AND EASEMENTS AS CONTAINED IN
QUIT CLAIM DEED CONCERNING A WATER PIPE LINE RECORDED DECEMBER 11,
1942 IN BOOK 940 AT PAGE 63.
4. [INTENTIONALLY DELETED]
5. 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.
6. TERMS, CONDITIONS, PROVISIONS AND RESERVATIONS AS CONTAINED IN
INSTRUMENT OF RELEASE RECORDED SEPTEMBER 25, 1970 IN BOOK 1678 AT
PAGE 155.
7. THE EFFECT OF FINDINGS OF FACT, CONCLUSIONS OF LAW, AND DECREE FOR A
CHANGE OF WATER RIGHTS RECORDED MAY 23, 1972 IN BOOK 1718 AT PAGE 346.
8. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND
NOTES ON THE MAP OF SUBDIVISIION EXEMPTION NO. 90-4 RECORDED JULY 06,
1990 UNDER RECEPTION NO.924931.
9. TERMS, CONDITIONS, PROVISIONS, RESTRICTIONS AND RESERVATIONS AS
CONTAINED IN DEED OF RELEASE RECORDED MAY 22, 1992, IN BOOK 2594 AT
PAGE 965.
10. [INTENTIONALLY DELETED]
11. [INTENTIONALLY DELETED]
12. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND
NOTES ON THE PLAT OF PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK
SUBDIVISION RECORDED OCTOBER 11, 1995 IN BOOK 2836 AT PAGE 665.AMENDED
BY RESOLUTION NO. P&D 18-004,A RESOLUTION APPROVING ROAD NAME CHANGE
RECORDED JANUARY 24, 2018 UNDER RECEPTION NO. 2094810.
13. TERMS, CONDITIONS, PROVISIONS, BURDENS AND OBLIGATIONS AS SET FORTH IN
SUBDIVISION IMPROVEMENTS AGREEMENT RECORDED OCTOBER 11, 1995 IN
BOOK 2836 AT PAGE 705.
Exhibit A
Page 4 oft
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14. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE LOWER ARKANSAS
VALLEY WATER CONSERVANCY DISTRICT,AS EVIDENCED BY INSTRUMENT
RECORDED DECEMBER 13, 2002, UNDER RECEPTION NO. 1474320 AND NOTICE
RECORDED JANUARY 4, 2010 UNDER RECEPTION NO. 1829179.
15. 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. 1934215
AND PUEBLO CONSERVANCY DISTRICT MAP RECORDED DECEMBER 11, 2009
UNDER RECEPTION NO. 1829096.
16. ANY FACTS, RIGHTS, INTERESTS OR CLAIMS WHICH MAY EXIST OR ARISE BY
REASON OF THE FOLLOWING FACTS SHOWN ON ALTA/NSPS LAND TITLE SURVEY
CERTIFIED APRIL 20, 2021 PREPARED BY CARDINAL POINTS SURVEYING INC., JOB
#2021-214
SAID DOCUMENT STORED AS OUR IMAGE 34174997
A). FENCING IS NOT COINCIDENT TO PROPERTY LINE;
B) CONCRETE CURBING EXTENDS OVER PROPERTY LINE;
C) NON-PLATTED OR DEDICATED RIGHT OF WAY ALONG THE NORTH PROPERTY
LINE.
Exhibit A
Page 5 of 2
CONTRACT TO BUY AND SELL REAL ESTATE
THIS CONTRACT TO BUY AND SELL REAL ESTATE("Contract")is made and entered
into as of March 8, 2021 (the "Effective Date") by and between the City of Pueblo, a Colorado
municipal corporation (the "Seller") and Big R Properties, LLC, a Colorado limited liability
company (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 real property located within Pueblo County, Colorado,
and more particularly described as:
Parcel B, Lot Line Rearrangement# 97-109, County of Pueblo, State of Colorado
more commonly known as TBD Excellence Ave., Pueblo, CO 81001
(the "Property").
B. Buyer is desirous of purchasing the Property from Seller upon the terms and
conditions hereinafter set forth.
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 and other good and valuable consideration,the receipt and sufficiency of which is
hereby acknowledged, 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 One Hundred
Twenty-Five Thousand Dollars($125,000.00)payable on the Closing Date(as defined in Paragraph
5 below).
3. Evidence of Title.
(a) Title Commitment and Policy. Prior to the Closing Date (as defined in
Paragraph 5 below) Seller shall order and obtain, at Seller's expense, a current commitment for
extended coverage title insurance in the amount of One Hundred Twenty-Five Thousand Dollars
1
($125,000.00), 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
authorized to issue title insurance in the state of Colorado (the "Title Company"), on the current
standard form of extended ALTA Title 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 a 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
exceptions (to the extent the Title Company will so agree), 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(b)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,except for endorsements obtained at Seller's cost,as provided in subparagraph(b)
below. Seller shall provide such affidavits or certificates 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.
(b) 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 reasonable satisfaction of Buyer any written objection by Buyer
of which Seller has been given notice in accordance with this subparagraph(b),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, except for any obligations that expressly survive the
termination of this Contract. Buyer will have ten(10)business days after receipt of any amendment
or update to the Title Commitment to object to any changes in the same fashion as objections to the
initial Title Commitment under this subparagraph (b). Anything above to the contrary
notwithstanding, Seller shall be obligated to,and shall cause all financing,mortgage,judgment and
tax liens or other monetary 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
2
and upon reasonable advance notice 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 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, or its agents or
representatives' 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
fifteen(15)days prior to Closing Date or at any time prior to the time a Closing Date has been set by
the Parties as provided in Section 5 below.
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.
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 which
shall include all matters shown on the Title Commitment accepted by Buyer.
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) City Council of Seller, as its governing body, approving this Contract on or
before Closing.
(b) The results of inspection and testing do not indicate any conditions which
are deemed unacceptable to Buyer, in Buyer's sole and absolute discretion.
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. If the above conditions have not
been satisfied,or if the closing has not occurred on or before July 30,2021,any Party that is not then
in breach of this Contract may terminate this Contract by written notice to the other.
3
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
Closing Date.
11. Time of Essence/Default and Remedies. Time is of the essence hereof. If any
obligation required to be performed prior to closing (and including the obligation to close) is not
performed there shall be the following exclusive remedies:
(a) If Buyer is in Default: In the event Buyer defaults in the performance of its
obligations hereunder prior to Closing, Seller shall have the right to(i)terminate this Contract upon
written notice to the 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 and to the maximum extent permitted by law, Buyer and Seller waive their right to a trial
by jury. 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:
(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.
4
(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) 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 Seller's interest in the Property, to the
Property itself,or which affects the Property in any manner that would have a material adverse effect
on the Buyer.
(g) Notwithstanding any other provision of this Agreement to the contrary, it is
understood and agreed that Seller is not making and has not at any time made and Seller hereby
disclaims any warranties or representations of any kind or character,express or implied with respect
to: (i) the Property's compliance with all applicable state and federal environmental laws,
regulations,ordinances,rules and orders(collectively, "Environmental Laws"); (ii)any 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 any pending or threatened
investigations of any matters relating to any Environmental Laws with respect to the Property; (iii)
the 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) the use of the
Property as a dump site, a storage site for solid wastes or the location of above ground or
underground fuel or storage tanks; and(v)that Hazardous Materials are not currently present on or
have at any time been stored or used on the Property
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 in perpetuity,as it relates to the representations
and warranties set forth in Sections 12(a),(b),(c),(e)and(f),and for a period equal to the applicable
statute of limitations plus six(6)months,as it relates to the representations and warranties set forth
in Section 12(d).
5
Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS CONTRACT,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. BUYER ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY
SET FORTH IN THIS CONTRACT AND THE SPECIAL WARRANTY OF TITLE TO BE SET
FORTH IN THE SPECIAL WARRANTY DEED,UPON CLOSING SELLER SHALL SELL AND
CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY"AS IS, WHERE IS,
WITH ALL FAULTS." BUYER AND SELLER AGREE THAT THE PROVISIONS OF THESE
DISCLAIMERS,AS SET FORTH IN THIS PARAGRAPH 12,SHALL SURVIVE THE CLOSING
OF THE TRANSACTION CONTEMPLATED BY THIS CONTRACT AND THE RECORDING
OF THE SPECIAL WARRANTY DEED HEREUNDER.
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) This Contract has 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 would otherwise be reasonably likely to
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:
6
(a) If to Seller, addressed to:
Mayor
City of Pueblo
1 City Hall Place, 2nd Floor
Pueblo, Colorado 81003
Telephone No. (719) 553-2655
with a copy to: City Attorney
1 City Hall Place, 3rd Floor
Pueblo, Colorado 81003
Telephone No. (719) 562-3899
(b) If to Buyer, addressed to:
Big R Holdings, Inc.
100 Big R Street
Pueblo, CO 81001
Attn: Adam Carroll
with a copy to: Maynes, Bradford, Shipps & Sheftel LLP
600 17th St., Suite 2150-S
Denver, CO 80202
Attn: David C. Cripe
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, and 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.
7
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 that 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, 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. Except as otherwise limited under the last paragraph of
Section 12 hereof,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 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
8
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. Limitations on Liability. EXCLUDING LIABILITY ARISING FROM THE
WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY, NEITHER PARTY SHALL BE
LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, PUNITIVE,SPECIAL,EXEMPLARY
OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THIS
AGREEMENT, EVEN IF IT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Executed at Pueblo, Colorado, the day and year first above written.
SELLER:
CITY OF PUEBLO, CO
a Colorado municipal corporation
By: '7/ ,aI
/Nicholas A. disar
Mayor
ATTESTED B ot/u,
CITY CLERK
BUYER:
BIG R PROPERTIES, LLC
a Colorado limited liability company
By:
Adam Carroll, Manager
9
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. Limitations on Liability. EXCLUDING LIABILITY ARISING FROM THE
WILLFUL OR INTENTIONAL MISCONDUCT OF A PARTY,NEITHER PARTY SHALL BE
LIABLE FOR ANY CONSEQUENTIAL,INCIDENTAL,PUNITIVE,SPECIAL,EXEMPLARY
OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF THIS
AGREEMENT, EVEN IF IT 1S ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Executed at Pueblo, Colorado,the day and year first above written.
SELLER:
CITY OF PUEBLO,CO
a Colorado municipal corporation
By:
Nicholas A.Gradisar
Mayor
ATTESTED BY:
CITY CLERK
BUYER:
BIG R PROPERTIES,LLC
a Colorado limited liability company
By: 4/Z.,
Adam Carroll, Manager
9
Reception 2233879
07/08/2021 08:30:45 AM
SPECIAL WARRANTY DEED
(Corrective)
This Deed is being executed and recorded to correct an error in legal description contained in that certain
Special Warranty Deed from the Grantor to the Granteee. each as identified below, dated May 7, 2021, which
was recorded May 14,2021, in the records of the Pueblo County Clerk and Recorder at Reception No.2226153.
THIS DEED is dated effective as of May 7, 2021; and is made between the City of Pueblo, a Colorado
municipal corporation ("Grantor"), and Big R Properties, LLC, ("Grantee"), a Colorado limited liability
company,whose legal address is 100 Big R Street. Pueblo, Colorado 81001.
WITNESS,that the Grantor, for and in consideration of the sum of TEN DOLLARS,($10.00),the receipt
and sufficiency of which is hereby acknowledged,hereby grants,bargains,sells,conveys and confirms unto the
Grantee and its successors and assigns forever, all the real property, together with any improvements thereon,
located in the County of Pueblo and State of Colorado,described as follows:
Parcel "B", Lot Line Rearrangement No. 97-09, recorded July 8, 1998 under Reception No. 1227647, a
vacation and replat of the common lot line between Lots 43 and 44, Pueblo Memorial Airport Industrial
Park Subdivision,County of Pueblo, State of Colorado
For informational purposes only: Assessor's schedule or parcel number: 03-300-27-002
TOGETHER with all and singular the hereditaments and appurtenances thereunto belonging,or in anywise
appertaining,the reversions,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 improvements,
hereditaments and appurtenances, unto the Grantee and its successors and assigns forever.
The Grantor,for itself and its successors and assigns,does covenant and agree that the Grantor shall and will
WARRANT THE TITLE AND DEFEND the above described premises, but not any adjoining vacated street
or alley, or other right-of-way that adjoins the real property,if any,in the quiet and peaceable possession of the
Grantee and its successors and assigns, against all and every person or persons claiming the whole or any part
thereof,by through or under the Grantor, except and subject to the matters set forth on Exhibit A attached hereto
and incorporated herein by this reference.
In accordance with the provision of that certain Instrument of Release dated September 8, 1970 made by the
United States of America acting by the Federal Aviation Administration and the City of Pueblo recorded in the
real property records of Pueblo County,Colorado on September 25, 1970 in Book 1678 at Page 159,the City of
Pueblo(the"City"),as Grantor, hereby reserves until itself, its successors and assigns,the following reserved
rights:
1. The City of Pueblo, Colorado reserves unto itself, its successors and assigns, for the use and
benefit of the public a right of flight for the passage of aircraft in the airspace above the surface of the Property,
together with the right to cause in the airspace above the surface of the Property such noise as may be inherent
in the operation of aircraft now known or hereafter used,for navigation of flight in the said airspace,and for use
of said airspace for landing on,taking off from,or operation on or over the Pueblo Memorial Airport.
2. Grantee expressly agrees for itself.. its successors and assigns to restrict the height of structures,
objects of natural growth and other obstructions on the Property,to a height of not more than 4,715 feet above
mean sea level.
3. Grantee expressly agrees for itself, its successors and assigns,to prevent any use of the Property
which would interfere with landing or taking off of aircraft at the Pueblo Memorial Airport, or otherwise
constitute an airport hazard. If the aforesaid covenant is breached and such breach is not remedied by Grantee
No.16B. Rev.8-17. SPECIAL WARRANTY DEED (From a Corporation)
2233879 Page 2 of 5
07/08/2021 08:30:45 AM
within a reasonable time following written notice of same,the Grantor reserves the right to enter upon the land
released hereunder and to remove the offending structure or object and to cut the offending growth,all of which
shall be at the expense of Grantee.
4. In addition to the rights reserved above, the Property and its use are further subject to the
following restrictive covenants:
a. The Property may be used only for manufacturing, warehouse facilities or office use. The
Property shall not be used for smelting or plating operations,or for the storage or processing
of putrescible materials, or for any purpose or business which constitutes a nuisance, or
which exceeds the state air pollution control standards for the activities conducted on the
Property. Gasoline or diesel fuel used in connection with the business conducted on the
Property but not for sale at retail or wholesale may be stored on the Property in an
environmentally sound manner.
b. Outdoor storage shall not be permitted except in accordance with the zoning or building
requirements of the City of Pueblo(the"City"). Parking areas for vehicles and roads on the
Property shall be paved.
c. The Property shall not be subdivided and no building or structure over thirty-five feet in
height shall be installed or constructed on the Property.
d. No structures or building shall be constructed or installed nearer than sixty-five (65) feet
along the front of the Property near United Avenue or thirty-five(35)feet of the side or rear
streets. There must be installed and maintained a minimum thirty-five (35) foot strip of
living landscaped ground along the front of the Property near United Avenue and twenty-
five(25)feet adjacent to abutting streets. Minimum side yards set-backs shall be thirty-five
(35)feet.
e. The Property owner shall at all times keep and maintain the Property and all buildings,
landscaping and improvements located thereon in a good,clean, safe and orderly condition
free of waste,rubbish, debris and trash, and enclose and screen from public view all outside
storage and unsightly areas of the Property and those used for storage.
f. Before commencing the construction, installation or alteration of any building, structures,
parking facility, outdoor sign, or other permanent improvement, or landscaping on the
Property,the Property owner shall submit to and have approved by the City in writing the
site plans and plans and specifications therefor. City's approval will not be unreasonably
withheld. In the event the City or its designated representatives shall fail to approve or
disapprove such plans and specifications within twenty-five (25) working days after they
have been submitted to the City, such approval will not be required and this covenant will
be deemed to have been complied with. All buildings, improvements and activities on the
Property shall be constructed and conducted in compliance with all applicable federal,state.
and local law, regulations,and codes.
g. Waste water discharged from the Property into City's sanitary sewer system and the
Property owner's use thereof are limited by and subject to the available treatment capacity
of City's waste water treatment facilities and City's sewer user, industrial cost recovery,
high strength surcharge, and pretreatment ordinances, rules and regulations applicable to
City's sanitary sewer system at Pueblo Memorial Airport,now in effect or hereafter adopted
or amended. The Property owner shall effect or hereafter adopted or amended. The
Property owner shall only discharge domestic waste into City's sanitary sewer system.
The foregoing restrictions supersede and replace the restrictions set forth in that certain Special Warranty
Deed from the City of Pueblo,as grantor,to Dana Corporation,as grantee,dated September 9, 1970 and recorded
No.I6B. Rev.8-17. SPECIAL WARRANTY DEED (From a Corporation)
2233879 Page 3 of 5
07/08/2021 08:30:45 AM
in the real property records of Pueblo County,Colorado on September 25, 1970 in Book 1678 at Page 159,and
the City hereby releases and terminates all reservations and restrictions set forth in such Deeds.
IN WITNESS WHEREOF,the Grantor has caused its name to be hereunto subscribed on the date set
forth above.
GRANTOR:
CITY OF PUEBLO,COLORADO.
a Colorado municipal corporation
_
By: 4
Name: Nicholas A. IQsar
Title: Mayor
STATE OF COLORADO )
)ss.
COUNTY OF PUEBLO )
The foregoing instrument was acknowledged before me this 30 day of J(,(n,(1 j
2021,by Nicholas A.Gradisar,as Mayor,on behalf of the City of Pueblo, Colorado.
Witness my hand and official seal.
My commission expires: ^
Idly 5' a / Notary Publi, /
ALYSSA PARGA
NOTARY PUBLIC
STATE OF COLORADO
NOTARY ID 20094022062
Im COMMISSION EXPIRES NOVEMBERS,2024
No.16B. Rev.8-17. SPECIAL WARRANTY DEED (From a Corporation)
2233879 Page 4 of 5
07/08/2021 08:30:45 AM
EXHIBIT A
PERMITTED EXCEPTIONS
1. TERMS, CONDITIONS, PROVISIONS, BURDENS, OBLIGATIONS AND EASEMENTS AS
SET FORTH AND GRANTED IN RIGHT OF WAY AGREEMENT RECORDED MAY 07,
1908 IN BOOK 321 AT PAGE 477. ASSIGNMENT AND ASSUMPTION OF RIGHT OF WAY
AGREEMENTS RECORDED MARCH 17, 1995 UNDER RECEPTION NO. 1074101.
2. TERMS, CONDITIONS,AND PROVISIONS CONTAINED IN LICENSE AGREEMENT
RECORDED DECEMBER 30, 1913, IN BOOK 390 AT PAGE 188.
3. [INTENTIONALLY DELETED]
4. MINERALS AS RESERVED IN DEED RECORDED JULY 31. 1943 IN BOOK 1074 AT
PAGE 87, OR A SEVERANCE OF MINERALS EVIDENCED THEREBY,AND ANY AND ALL
ASSIGNMENTS THEREOF OR INTERESTS THEREIN.
5. RESERVATIONS, RESTRICTIONS, COVENANTS, CONDITIONS, AGREEMENTS AND
EASEMENTS AS SET FORTH IN DEED RECORDED JULY 31, 1943 IN BOOK 1074 AT
PAGE 87.
AS AFFECTEED BY INSTRUMENT OF RELEASE RECORDED SEPTEMBER 25, 1970 IN
BOOK 1678 AT PAGE 155.
6. [INTENTIONALLY DELETED]
7. [INTENTIONALLY DELETED]
8. [COMBINED WITH EXCEPTION NO. 5]
9. COVENANTS, CONDITIONS AND RESTRICTIONS AS CONTAINED IN DEED
RECORDED SEPTEMBER 25, 1970 IN BOOK 1678 AT PAGE 159.
10. [INTENTIONALLY DELETED]
11. EASEMENTS, CONDITIONS. COVENANTS, RESTRICTIONS, RESERVATIONS AND
NOTES ON THE PLAT OF PUEBLO MEMORIAL AIRPORT INDUSTRIAL PARK
SUBDIVISION RECORDED OCTOBER 11, 1995 IN BOOK 2836 AT PAGE 665, AMENDED
BY RESOLUTION NO. P&D 18-004, A RESOLUTION APPROVING ROAD NAME CHANGE
RECORDED JANUARY 24, 2018 UNDER RECEPTION NO. 2094810.
12. TERMS, CONDITIONS AND PROVISIONS OF SUBDIVISION IMPROVEMENTS
AGREEMENT RECORDED OCTOBER 11, 1995 IN BOOK 2836 AT PAGE 705.
13. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND
NOTES ON THE PLAT OF LOT LINE REARRANGMENT NO. 97-09 RECORDED JULY 08,
1998 UNDER RECEPTION NO. 1227647.
14. 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. 1934215
Exhibit A
Page 1 of 2
2233879 Page 5 of 5
07/08/2021 08:30:45 AM
AND PUEBLO CONSERVANCY DISTRICT MAP RECORDED DECEMBER 11, 2009
UNDER RECEPTION NO. 1829096.
15. ANY FACTS. RIGHTS. INTERESTS OR CLAIMS WHICH MAY EXIST OR ARISE BY
REASON OF THE FOLLOWING FACTS SHOWN ON ALTAINSPS LAND TITLE SURVEY
CERTIFIED APRIL 15, 2021 PREPARED BY RANDY G. REEVES FOR AND ON BEHALF
OF CARDINAL POINTS SURVEYING INC., JOB#2021-214
SAID DOCUMENT STORED AS OUR IMAGE 34114509
A) FENCING IS NOT COINCIDENT WITH LOT LINES.
Exhibit A
Page 2 of 2