Loading...
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 k\vg/414 41 I• of \00 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 1 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 2 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. 3 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 5 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: _ 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) 2225956 Page 2 of 5 05/13/2021 02:23:47 PM 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 05/13/2021 02:23:47 PM 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) 2225956 Page 4 of 5 05/13/2021 02:23:47 PM 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 2225956 Page 5 of 5 05/13/2021 02:23:47 PM 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