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HomeMy WebLinkAbout10205ORDINANCE NO. 10205 AN ORDINANCE APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE (1) A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AS SELLER, AND INHABX, LLC, A COLORADO LIMITED LIABILITY COMPANY, AS BUYER, AND (2) A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AS BUYER, AND INHABX, LLC, A COLORADO LIMITED LIABILITY COMPANY, AS SELLER, RELATING TO RFP 22- 017 FOR THE SALE OF PROPERTY LOCATED IN “THE BLUFFS” SECTION OF “THE BLOCKS BE IT ORDAINED BY THE CITY COUNCIL OF PUEBLO, that: SECTION 1. The following two (2) Contracts to Buy and Sell Real Estate (“Agreements”) between the City of Pueblo, a Colorado municipal corporation (“City”) and InhabX, LLC, a Colorado limited liability company (“Company”), both dated June 27, 2022, relating to the following real estate parcels, copies of which are attached hereto and are incorporated herein by this reference, having been approved as to form by the City Attorney, are hereby approved: Assessor Parcel Seller Buyer Number 536320007 City Company 536306001 City Company Assessor Parcel Seller Buyer Number 536208004 Company City The Mayor is authorized to execute and deliver said Agreements in the name of the City and the City Clerk is authorized to afix 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, selling the properties owned by the City, and purchasing the property owned by the Company, as identified in and 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. 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 June 13, 2022 . Final adoption of Ordinance by City Council on June 27, 2022 . President of City Council Action by the Mayor: ☒ Approved on June 29, 2022 . □ 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-8 Background Paper for Proposed Ordinance COUNCIL MEETING DATE: June 13, 2022 TO: President Heather Graham and Members of City Council CC: Mayor Nicholas A. Gradisar VIA: Marisa Stoller, City Clerk FROM: Daniel C. Kogovsek, City Attorney SUBJECT: AN ORDINANCE APPROVING AND AUTHORIZING THE MAYOR TO EXECUTE (1) A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AS SELLER, AND INHABX, LLC, A COLORADO LIMITED LIABILITY COMPANY, AS BUYER, AND (2) A CONTRACT TO BUY AND SELL REAL ESTATE BETWEEN THE CITY OF PUEBLO, A COLORADO MUNICIPAL CORPORATION, AS BUYER, AND INHABX, LLC, A COLORADO LIMITED LIABILITY COMPANY, AS SELLER, RELATING TO RFP 22-017 FOR THE SALE OF PROPERTY LOCATED IN “THE BLUFFS” SECTION OF “THE BLOCKS” SUMMARY: Attached is an Ordinance approving and authorizing the Mayor to sign (1) an agreement for the City to sell 2 parcels of unimproved land located to InhabX, LLC, a Colorado limited liability company (“Company”) and (2) an agreement for the City to purchase a parcel of unimproved land from the Company. All 3 parcels are located in “the Bluffs” section of “the Blocks.” PREVIOUS COUNCIL ACTION: Not applicable to this Ordinance. BACKGROUND: On February 4, 2022, the City’s Purchasing Department issued RFP 22-0017 for the sale of the following 2 parcels of unimproved land located in “the Bluffs” section of “the Blocks.” The Company was the successful bidder, as follows: Assessor Parcel Number Square Feet Bid Amount 536320007 11,200 $4,000.00 536306001 5,300 2,000.00 The Company’s bid also included an offer to transfer Parcel No. 536208004, consisting of approximately 39,500 square feet, to the City for no consideration. FINANCIAL IMPLICATIONS: The City will receive $6,000.00 plus Parcel No. 536208004. Title insurance premiums and closing costs will be paid by both the City and the Company, respectively. BOARD/COMMISSION RECOMMENDATION: Not applicable to this Ordinance. STAKEHOLDER PROCESS: Not applicable to this Ordinance. ALTERNATIVES: City Council could decide not to sell the 2 parcels to the Company. RECOMMENDATION: Approval of this Ordinance. Attachments: Proposed Ordinance; 2 proposed Contracts to Buy and Sell Real Estate and proposed Special Warranty Deeds AGREEMENT TO BUY AND SELL REAL ESTATE THIS AGREEMENT ("Agreement") is made the 27th day of June, 2022, between the City of Pueblo, a Colorado municipal corporation (hereinafter called the "City"), and InhabX, LLC, a Colorado limited liability company (hereinafter called the "Company"). Company and City are sometimes referred to herein as a "Party" and collectively, as the "Parties." 1. Property Defined. Subject to satisfaction of the terms and conditions contained in this Agreement, the City agrees to sell and convey to the Company and the Company agrees to purchase from the City, all that certain plat, piece, and unimproved parcels of land (the"Property") described as follows: Assessor Parcel Number 536320007 536306001 The Property shall be conveyed by Special Warranty Deed ("Deed"). The Property shall be conveyed subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and the zoning and subdivision regulations and resolutions of the City and the Permitted Exceptions (as hereinafter defined), which shall be listed as exceptions in Exhibit A to the Special Warranty Deed. 2. Purchase Price. City and Company agree that the total purchase price shall be as follows, to be paid as provided in, and subject to, Paragraph 7 below (the "Purchase Price"): Assessor Parcel Number Square Feet Bid Amount 536320007 11,200 $4,000.00 536306001 5,300 $2,000.00 3. Payment of Purchase Price. The Purchase Price for the Property shall be paid at Closing (as hereinafter defined). 4. Title Commitment and Policy. No later than 10 days after the Effective Date, City shall order and obtain, and deliver to Company , at City's expense, a current commitment for extended coverage title insurance in the amount of Fifty Thousand Dollars ($50,000.00) 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 City, and reasonably acceptable to Company, authorized to issue title insurance in the state of Colorado (the "Title Company") on the current standard form of extended ALTA Owners Policy (collectively, the"Title Commitment"). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Company. Company shall have the right to review the Title Commitment and the title documents and notify City in writing of any title objections to the title exceptions set forth in the Title Commitment. City shall have five (5)days from receipt of notice of such objections within which to eliminate or modify(or agree in writing to so eliminate or modify)any such unacceptable 1 exceptions or items to the reasonable satisfaction of Company, but City shall have no obligation whatsoever to so eliminate or modify any such unacceptable exceptions or items. In the event that City is unable or unwilling to eliminate or modify(or agree in writing to so eliminate or modify) such unacceptable items to the reasonable satisfaction of Company on or before the expiration of said five (5) day period, City shall notify Company in writing of such fact within said five (5)day period or be deemed to have so notified Company with respect to all such unacceptable items not theretofore cured upon the fifth (5th) day of said period. In such event, Company shall, prior to the Closing Date either (i) waive such objections and accept title to the Property subject to title exceptions set forth in the Title Commitment to which Company did not object and to such unacceptable items(the"Permitted Exceptions"),or(ii) terminate this Agreement by written notice to City, whereupon this Agreement shall automatically be terminated and of no further force and effect, except as otherwise expressly set forth herein. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Company the owner's title insurance policy referred to above (the "Title Policy"), issued by the Title Company insuring Company's title to the Property consistent with the Title Commitment subject only to taxes and assessments for the year of Closing and subsequent years and the Permitted Exceptions. At Closing, City shall pay the premium for the Title Policy. Company may obtain such other endorsements to the Title Policy as Company desires, at the expense of Company, except for endorsements obtained at City's cost. City shall provide such affidavits or certificates, and pay such expenses, as may be required by the Title Company to remove all liens, including, without limitation, mechanics' or materialmen's liens, as exceptions to the Title Policy. 5. Transfer of Title. Subject to payment of the Purchase Price, compliance by Company with the other terms and provisions hereof, City shall execute and deliver to Company at Closing a Special Warranty Deed conveying marketable fee title to the Property to Company free of financing, mortgage, judgment and tax liens, subject to taxes and assessments for the year of Closing and subsequent years, subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record and zoning and subdivision regulations and resolutions of the City of Pueblo and subject to the Permitted Exceptions which shall include all matters shown on the Title Commitment accepted by Company. 6. Closing Time and Place. Closing of the transaction contemplated hereby ('Closing ) shall be held on a date and time as agreed by City and Company. The Closing shall take place in the offices of the Title Company issuing the Title Commitment and the Title Policy. 7. Conditions Precedent to Closing. The sale and purchase contemplated by this Agreement is contingent upon the full completion of the Company's performance under that certain Contract to Buy and Sell Real Estate between the Parties of even date herewith, by Company conveying the following real property to the City: Assessor Parcel Number Seller Buyer 536208004 Company City 8. Closing Costs, Documents and Services. Company and City 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 Company and one-half by City. 2 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 City and Company as of the Closing Date. 10. Possession. Possession of the Property shall be delivered to Company by City on the 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 Company is in Default: In the event Company defaults in the performance of its obligations hereunder, City shall have the right to (i) terminate this Agreement upon written notice to Company or(ii)treat this Agreement as being in full force and effect and to obtain specific performance, but not damages. Such violations may be restrained or such obligations enforced by injunction at the instance and request of Company without the showing of any special damages or an inadequate remedy at law. (b) If City is in Default: In the event City defaults in the performance of its obligations hereunder, Company shall have the right to (i) terminate this Agreement by written notice to City or (ii) treat this Agreement as being in full force and effect and to obtain specific performance, but not any damages. Such violations may be restrained or such obligations enforced by injunction at the instance and request of Company without the showing of any special damages or an inadequate remedy at law. (c) Costs and Attorneys' Fees. Anything to the contrary herein notwithstanding, in the event of any action or litigation arising out of this Agreement, the court shall award to the prevailing party all reasonable costs and expenses, including reasonable attorneys'fees. 12. Representations and Warranties of City. The City represents and warrants to Company as follows: (a) City has full power, capacity and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by City under this Agreement and to perform its obligations hereunder. (b) This Agreement has been, duly authorized, executed and delivered by City and constitutes the legal, valid and binding obligation of City, enforceable against City in accordance with its terms. 1 (c) City is not a party to any judicial, administrative, arbitration or other similar proceedings relating in any manner to the Property or to City's interest therein or that may detrimentally affect City's ability to perform its obligations under this Agreement or the ability of persons who acquire portions of the Property to develop, own or operate the Property. City has not received notice of (and to City'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 anticipated by City. 3 (d) To City's knowledge, there are no violations of laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions or agreements applicable to the Property. City 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 Agreements 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 to City'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 Company. (g) To the best of City's information, knowledge and belief: (i) the Property is in compliance with all applicable state and federal environmental laws, regulations, ordinances, rules and orders (collectively, "Environmental Laws"); (ii) there are no pending or threatened judicial or administrative proceedings of any kind with respect to the Property alleging the violation or potential violation of any Environmental Law nor any pending or threatened investigations of any matters relating to any Environmental Laws with respect to the Property; (iii) there exists no release or threatened release of any hazardous, toxic or otherwise regulated substance, waste, contaminant or material (collectively "Hazardous Materials"), as such terms are defined in any applicable Environmental Law, on, in or at the Property, or any part thereof; (iv) the Property has not been used as a dump site, a storage site for solid wastes or the location of above ground or underground fuel or storage tanks; and (v) that Hazardous Materials are not currently present on or have at any time been stored or used on the Property in violation of any Environmental Laws. 13. Representations and Warranties of Company. Company represents,warrants and covenants as follows: (a) Company has full power, capacity and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Company under this Agreement and to perform its obligations hereunder. (b) This Agreement will have been duly authorized, executed and delivered by Company and constitutes the legal, valid and binding obligation of Company, enforceable against Company in accordance with its terms. 14. Notices. Any notice required or permitted to be given or delivered under this Agreement shall be in writing and shall be given by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, or reputable national overnight courier service: (a) If to City, addressed to: Mayor City of Pueblo 4 1 City Hall Place, 2nd Floor Pueblo, Colorado 81003 with a copy to: City Attorney 1 City Hall Place, 3rd Floor Pueblo, Colorado 81003 (b) If to Company, addressed to: InhabX, LLC Attn: John Wark 2311 S. Prairie Ave. Pueblo, CO 81005 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 after delivery in the case of overnight courier. 15. Assignment. This Agreement and the rights granted to Company hereunder may be assigned as follows: 15.1. Internal Assignments. Notwithstanding anything in this Agreement to the contrary, Company has the right to assign this Agreement, without City's consent, to a parent, subsidiary, or affiliate of Company, to a company that has been merged or consolidated with Company, or to a company acquiring all or substantially all of Company 's physical assets, provided Company (or the resulting entity of any merger or consolidation) remains fully liable hereunder. 15.2. Outside Assignment Requirements. It shall be necessary for Company to obtain City's prior, written consent to any other proposed assignment of this Agreement. However, City's consent must not be unreasonably or unduly withheld, conditioned, or delayed, provided, however, that City may withhold consent thereto if in the exercise of its sole judgment it determines that: 15.2.1. Financial Condition. The financial condition of the proposed assignee is not consistent with the extent of the obligations undertaken by the proposed assignment. Except as so restricted, this Agreement shall inure to the benefit of and be binding upon the Parties and their respective successors and permitted assigns. 16. Modification. No subsequent modification of any of the terms of this Agreement shall be valid or binding upon the Parties or enforceable unless made in writing and signed by the Parties. 17. Entire Agreement. All understandings and agreements heretofore had between the Parties hereto considering the subject matter hereof are merged into this Agreement and the that certain Contract to Buy and Sell Real Estate between the Parties of even date herewith (identified in Section 7 supra.) which alone fully and completely express the agreement and 5 understanding of the Parties with respect to the Property. Said agreements are entered into after full investigation, neither Party relying upon any statement or representation, not embodied in this Agreement or the aforesaid other agreements, made by the other Party. 18. Captions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 19. Validity. If any provision of this Agreement 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 Agreement. 20. Broker. Company and City represent and warrant to each other that no broker or finder has been engaged by such Party in connection with this transaction. City agrees to indemnify, defend and hold Company 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 Company 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 City. Company agrees to indemnify, defend and hold City 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 City 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 Company . 21. Applicable Law. This Agreement will be construed and enforced in accordance with the laws of the State of Colorado (without giving effect to its choice of law principles). 22. 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. In addition, the Parties acknowledge that the Parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or amendments hereto. 23 Survival of Representations. The representations, warranties, covenants and agreements of Company and City in this Agreement 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 and may be enforced by either Company or City after Closing Date and shall not be merged or be deemed to be merged into the Special Warranty Deed. 24. Third Parties. Company and City and their respective successors and permitted assigns are the only parties to this Agreement and are the only parties entitled to enforce this Agreement. Nothing contained in this Agreement 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. 25. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT CITY IS NOT MAKING AND HAS NOT AT ANY TIME 6 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 CITY'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. COMPANY ACKNOWLEDGES AND AGREES THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT AND THE SPECIAL WARRANTY OF TITLE TO BE SET FORTH IN THE SPECIAL WARRANTY DEED, UPON CLOSING CITY SHALL SELL AND CONVEY TO COMPANY AND COMPANY SHALL ACCEPT THE PROPERTY"AS IS, WHERE IS, WITH ALL FAULTS." COMPANY AND CITY AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 25 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE SPECIAL WARRANTY DEED HEREUNDER. 26. Venue and Waiver of Trial by Jury. CITY AND COMPANY HEREBY IRREVOCABLY SUBMIT TO THE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY, STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF COLORADO. COMPANY AND CITY AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 26 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE SPECIAL WARRANTY DEED HEREUNDER. TO THE FULL EXTENT PERMITTED BY LAW, COMPANY AND CITY WAIVE THEIR RIGHTS TO A TRIAL BY JURY. 27. Waiver. The waiver or failure to enforce any provision of this Agreement shall not operate as a waiver of any future breach of any such provision or any other provision hereof. 28. Recording. Neither Party shall record this Agreement or any short form memorandum of this Agreement. 29. Limitations on Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF A BREACH OF THIS AGREEMENT. IN THE EVENT OF A BREACH OF THIS AGREEMENT, THE SOLE REMEDY AVAILABLE TO THE NON-BREACHING PARTY SHALL BE LIMITED TO SPECIFIC PERFORMANCE. 30. Counterparts. This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed for all purposes to be an original, and all such counterparts shall together constitute but one and the same original. Executed at Pueblo, Colorado, the day and year first above written. 7 CITY: CITY OF PUEBLO, CO A MUNICIPAL CORPORATION By: —762.4Z1 dti:404 Mayor ATTESTED BY: City rk COMPANY: InhabX, LLC A Colorado limited liability company ignature) n Wark President and Manager 8 CONTRACT TO BUY AND SELL REAL ESTATE This Contract to Buy and Sell Real Estate ("Agreement") is made and entered into this 27th day of June, 2022 by and between the City of Pueblo, a Colorado municipal corporation (hereinafter"Buyer") and InhabX, LLC, a Colorado limited liability company (hereinafter"Seller"). Buyer and Seller are sometimes referred to herein as a "Party" and collectively, as the "Parties." 1. Property Defined. Seller agrees to sell and convey to the Buyer and the Buyer agrees to purchase from Seller, that certain plat, piece, and parcel of land having the following legal description: Assessor Parcel Number 536208004 County of Pueblo, State of Colorado (the "Property"). The Property shall be conveyed by Special Warranty Deed ("Deed") subject to the zoning and subdivision regulations and resolutions of the City of Pueblo and the Permitted Exceptions (as hereinafter defined). 2. Purchase Price and Terms. The Purchase Price for the Property shall be Ten Dollars ($10.00) payable at Closing (as hereinafter defined). 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$50,000.00, 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 Buyer and reasonably acceptable to Seller authorized to issue title insurance in the State of Colorado (the "Title Company"), on the current standard form of extended ALTA Owners Policy(collectively, the "Title Commitment"). The Title Company shall promptly provide copies of any amendments or modifications of the Title Commitment to Buyer and Seller. At Closing or as soon as reasonably practicable after Closing, the Title Company shall issue and deliver to Buyer the owner's title insurance policy referred to above (the "Title Policy"), issued by the Title Company insuring Buyer's title to the Property consistent with the Title Commitment and subject only to taxes and assessments for the year of Closing and subsequent years. 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. 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, whichever shall last occur, but in no event later than the expiration of the Inspection Period (as defined in Paragraph 4 below), 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, Buyer at Buyer's cost may elect to obtain one or more endorsements to the Title 1 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 Agreement 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 Agreement. Buyer shall 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 to be removed as title exceptions prior to or concurrently with Closing. 4. Inspection. Commencing on the Effective Date and continuing for Thirty(30) days thereafter(the "Inspection Period"), 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 its agents or employees at Buyer's sole cost and expense. Buyer shall indemnify, defend and hold Seller and the Property harmless from and against any and all direct costs, liabilities, claims, demands, actions and expenses arising from or in connection with such Testing and, in the event Buyer does not close on the purchase of the Property, Buyer shall repair any damage to the Property or improvements thereon caused by such Testing. This indemnification shall not be deemed to apply to costs, liabilities, claims, demands, actions or expenses arising from Seller's negligent acts or omissions or any pre-existing condition (including, without limitation, environmental conditions)within the Property. If Buyer is not satisfied with the physical condition of the Property, Buyer may terminate this Agreement by written notice given to Seller prior to the expiration of the Inspection Period. 5. Date of Closing. The closing of Buyer's purchase of the Property ("Closing") shall take place within Sixty (60) days after the Effective Date of this Agreement or at an earlier date as mutually agreed to by the Parties ("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 Agreement is contingent upon occurrence of all the following prior to Closing Date (collectively, the "Conditions Precedent to Closing"): (a) City Council of Buyer, as its governing body, approving this Agreement on 2 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. (c) The sale and purchase contemplated by this Agreement is contingent upon the full completion of the City's performance under that certain Contract to Buy and Sell Real Estate between the Parties of even date herewith, by the City conveying the following real property to the Company: Assessor Parcel Number Square Feet Bid Amount 536320007 11,200 $4,000.00 536306001 5,300 $2,000.00 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 that Buyer will (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 Agreement, in which event each party will be released from all obligations under this Agreement. 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 Seller and one-half by Buyer. 9. Prorations. Estimated 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)shall be prorated and paid by Seller on the Closing Date. 10. Possession. Possession of all portions of the Property shall be delivered to the Buyer as of the 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, Seller shall have the right to (i) terminate this Agreement by written notice to Buyer or (ii) treat this Agreement as being in full force and effect and to obtain specific performance, but not any damages. Such violations may be restrained or such obligations enforced by injunction, without the posting of a bond, at the instance and request of Seller without the showing of any special damages or an inadequate remedy at law. (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 Agreement by written notice to Seller or (ii) treat this Agreement as being in full force and effect and to obtain specific performance, but not any damages. Such violations may be restrained or such obligations 3 enforced by injunction, without the posting of a bond, at the instance and request of Buyer without the showing of any special damages or an inadequate remedy at law. (c) Costs and Attorneys' Fees. Anything to the contrary herein notwithstanding, in the event of any action or litigation arising out of this Agreement, 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 hereby waive their right to a trial by jury. The provisions of this subparagraph (c) shall survive Closing or termination of this Agreement. 12. Representations and Warranties of Seller. Seller represents and warrants to Buyer as follows: (a) Seller has full power, capacity and authority to execute and deliver this Agreement and all other documents required to be executed and delivered by Seller under this Agreement and to perform its obligations hereunder. (b) This Agreement 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 Agreement 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 anticipated by Seller. (d) To Seller's knowledge, there are no violations of laws, rules, regulations, ordinances, codes, covenants, conditions, restrictions 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 Agreements 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 to 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) To the best of Seller's information, knowledge and belief: (i)the Property is in compliance with all applicable state and federal environmental laws, regulations, ordinances, rules and orders (collectively, "Environmental Laws"); (ii) there are no pending or threatened judicial or administrative proceedings of any kind with respect to the Property alleging the violation 4 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) there exists no release or threatened release of any hazardous, toxic or otherwise regulated substance, waste, contaminant or material (collectively "Hazardous Materials"), as such terms are defined in any applicable Environmental Law, on, in or at the Property, or any part thereof; (iv) the Property has not been used as a dump site, a storage site for solid wastes or the location of above ground or underground fuel or storage tanks; and (v) that Hazardous Materials are not currently present on or have at any time been stored or used on the Property in violation of any Environmental Laws. 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 Agreement and to perform its obligations hereunder. (b) Subject to approval by Buyer's City Council, this Agreement will have been duly authorized, executed and delivered by Buyer and constitutes the legal, valid and binding obligation of Buyer, enforceable against Buyer in accordance with its terms. 14. Seller Covenants. Commencing on the Effective Date and until the first to occur of Closing or termination of this Agreement, 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 Agreement shall be in writing and shall be given by personal delivery, or by the United States Postal Service, by registered or certified mail, postage prepaid, or reputable national overnight courier service: (a) If to Buyer, addressed to: Mayor 1 City Hall Place, 2nd Floor Pueblo, CO 81003 with a copy to: City Attorney 1 City Hall Place, 3'd Floor Pueblo, CO 81003 (b) If to Seller, addressed to: InhabX, LLC Attn: John Wark 2311 S. Prairie Ave. 5 Pueblo, CO 81005 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 after deposit in the case of overnight courier. 16. Assignment. This Agreement and the rights granted to Buyer hereunder may not be assigned by Seller without Buyer's express, written consent, which consent may be withheld in the sole and absolute discretion of Buyer. Except as so restricted, this Agreement 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 Agreement shall be valid or binding upon the Parties or enforceable unless made in writing and signed by the Parties. 18. Entire Agreement. This Agreement constitutes the entire 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 Agreement. 19. Captions. The captions in this Agreement are inserted for convenience of reference only and in no way define, describe or limit the scope or intent of this Agreement or any of the provisions hereof. 20. Validity. If any provision of this Agreement 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 Agreement. 21. Broker. Buyer and Seller represent and warrant that they shall each pay their respective brokers or real estate agents, if any, 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 Agreement shall 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. 6 24. Survival of Representations. The representations, warranties, covenants and agreements of Buyer and Seller in this Agreement 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 Agreement and are the only parties entitled to enforce this Agreement. Nothing contained in this Agreement 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 Agreement 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 for a period of One Hundred Fifty(150) after the effective date of this Agreement or the earlier termination of this Agreement, 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. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE 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 AGREEMENT UPON CLOSING SELLER SHALL SELL AND CONVEY TO BUYER AND BUYER SHALL ACCEPT THE PROPERTY"AS IS,WHERE IS, WITH ALL FAULTS."SELLER AND BUYER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 28 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE DEED HEREUNDER. 29. Venue and Waiver of Trial by Jury. BUYER AND SELLER HEREBY IRREVOCABLY SUBMIT TO THE PERSONAL AND SUBJECT MATTER JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY, STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR 7 PROCEEDING SHALL BE HEARD AND DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF COLORADO. BUYER AND SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 29 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT.TO THE FULL EXTENT PERMITTED BY LAW, BUYER AND SELLER WAIVE THEIR RIGHTS TO A TRIAL BY JURY. 30 Limitations on Liability. NEITHER PARTY SHALL BE LIABLE FOR ANY ACTUAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, SPECIAL, EXEMPLARY OR INDIRECT DAMAGES (INCLUDING LOSS OF PROFITS) ARISING OUT OF A BREACH OF THIS AGREEMENT. IN THE EVENT OF A BREACH OF THIS AGREEMENT, THE SOLE REMEDY AVAILABLE TO THE NON-BREACHING PARTY SHALL BE LIMITED TO SPECIFIC PERFORMANCE. Executed at Pueblo, CO as of the day and year first above written. BUYER: CITY OF PUEBLO, COLORADO a Colorado municipal corporation By: 7r, 4esse•4 MAYOR ATTESTED BY: CITY ERK SELLER: InhabX, LLC A Colorado limited liability company .4„ gnature) n Wark President and Manager 8 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made this 5 day of August, 2022, between the City of Pueblo, a Colorado municipal corporation (hereinafter referred to as "Grantor") and lnhabx LLC, a Colorado limited liability company, 2311 S. Prairie Ave., Pueblo, CO 81005 (hereinafter referred to as "Grantee"): WITNESSESTH, that the Grantor, for and in consideration of the sum of TWO THOUSAND DOLLARS ($2,000.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey, and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, the following described property, to wit: Lot 1 to Northeast 12 feet of Block 3, Lamkin and Wayland Subdivision of Block 213, South Pueblo, County of Pueblo, State of Colorado a/k/a Assessor Parcel No. 536306001 for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. This conveyance is of the surface estate only and no mineral rights are conveyed by this instrument. This conveyance is made subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record. This conveyance is also made subject to and subordinate to those encumbrances and exceptions (the "Permitted Exceptions") set forth on Exhibit A attached hereto and incorporated herein and made a part hereof for all purposes. This conveyance is further made subject to the following covenants, conditions and restrictions which are and shall be construed to be covenants running with the land described herein and binding upon the Grantee, its successors and assigns and inuring to the benefit of the Grantor, its successors and assigns, to wit, Grantor reserves an easement across the entire real property conveyed hereby, for drainage, ingress/egress and all public utilities. TO HAVE AND TO HOLD the said premises, subject to the Permitted Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to be effective the day and year first above written. GRANTOR: City of Pueblo a Colorado municipal corporation 1 By: ,�ia4v sar a.,:i Name: Nicholas A. G Title: Mayor STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this 5 day of August, 2022, by Nicholas A. Gradisar as Mayor of the City of Pueblo, a Colorado municipal corporation. Witness my official hand and seal. My Commission Expires: 65-2-i LAUREN ALM-._-- - -' `-•�(�� NOTARY FUND Notary Public STATE OF COLORADO NOTARY JD 20214020000 .1, 'PI... G r. N;_ " '1 202:` 2 Exhibit A Permitted Exceptions 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I - Requirements are met. 2. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION, NOT SHOWN BY THE PUBLIC RECORDS. 3. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE PUBLIC RECORDS. 4. ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY THE PUBLIC RECORDS. 5. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. 6. (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) MINERALS OF WHATSOEVER KIND, SUBSURFACE AND SURFACE SUBSTANCES, IN, ON, UNDER AND THAT MAY BE PRODUCED FROM THE LAND, TOGETHER WITH ALL RIGHTS, PRIVILEGES, AND IMMUNITIES RELATING THERETO, WHETHER OR NOT THE MATTERS EXCEPTED UNDER(A), (B) OR (C) ARE SHOWN BY THE PUBLIC RECORDS OR LISTED IN SCHEDULE B. 7. WATER RIGHTS, CLAIMS OR TITLE TO WATER. 8. ANY AND ALL UNPAID TAXES AND ASSESSMENTS AND ANY UNREDEEMED TAX SALES. 9. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF DELAVAN PLACE RECORDED JULY 30, 1890 IN BOOK D AT PAGE 5. 10. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED DECEMBER 30, 1890 IN BOOK 90 AT PAGE 338. (AFFECTS PARCEL B 11. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED JUNE 17, 1891 IN BOOK 108 AT PAGE 281 AND 282. 12. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED NOVEMBER 22, 1892 IN BOOK 125 AT PAGE 529. 13. INTENTIONALLY DELETED. 14. INTENTIONALLY DELETED. 3 15. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE LOWER ARKANSAS VALLEY WATER CONSERVANCY DISTRICT, AS EVIDENCED BY INSTRUMENT RECORDED DECEMBER 13, 2002, AT RECEPTION NO. 1474320 AND NOTICE RECORDED JANUARY 4, 2010 AT RECEPTION NO. 1829179. 16. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE PUEBLO CONSERVANCY DISTRICT, AS EVIDENCED BY INSTRUMENT RECORDED AUGUST 01, 2007, AT RECEPTION NO. 1736292 AND RECORDED FEBRUARY 15, 2013 AT RECEPTION NO. 1934215 AND PUEBLO CONSERVANCY DISTRICT MAP RECORDED DECEMBER 11, 2009 AT RECEPTION NO. 1829096. NOTE: ORDER FOR APPOINTMENT OF COMMISSIONERS TO SERVE AS BOARD OF APPRAISERS AND ORDER AMENDING PREVIOUS ORDER RECORDED OCTOBER 9, 2012 AT RECEPTION NO. 1921465. 17. INTENTIONALLY DELETED. 18. INTENTIONALLY DELETED. 19. INTENTIONALLY DELETED. 20. INTENTIONALLY DELETED. 21. INTENTIONALLY DELETED. 4 SPECIAL WARRANTY DEED _ t THIS SPECIAL WARRANTY DEED, made this 5 day of August, 2022, between the City of Pueblo, a Colorado municipal corporation (hereinafter referred to as "Grantor") and lnhabx LLC, a Colorado limited liability company, 2311 S. Prairie Ave., Pueblo, CO 81005 (hereinafter referred to as "Grantee"): WITNESSESTH, that the Grantor, for and in consideration of the sum of FOUR THOUSAND DOLLARS ($4,000.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey, and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, the following described property, to wit: Lot 1 to 4, Block 6, Delavan Place, County of Pueblo, State of Colorado a/k/a Assessor Parcel No. 536320007 for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. This conveyance is of the surface estate only and no mineral rights are conveyed by this instrument. This conveyance is made subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record. This conveyance is also made subject to and subordinate to those encumbrances and exceptions (the "Permitted Exceptions") set forth on Exhibit A attached hereto and incorporated herein and made a part hereof for all purposes. TO HAVE AND TO HOLD the said premises, subject to the Permitted Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to be effective the day and year first above written. GRANTOR: City of Pueblo a Colorado municipal corporation By: -7erbo L Name: Nicholas A. disar Title: Mayor STATE OF COLORADO ) SS. 1 COUNTY OF PUEBLO ) The foregoing instrument was acknowledged before me on this 5441 day of August, 2022, by Nicholas A. Gradisar as Mayor of the City of Pueblo, a Colorado municipal corporation. Witness my official hand and seal. My Commission Expires: 05 '2J ' ,Z5 LAUREN WALKER Notary Public NOTARY PUBLIC STATE OF COLORADO NOTARY ID 20214020000 .,1 •I„/ .p f5 1 2 Exhibit A Permitted Exceptions 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule B, Part I - Requirements are met. 2. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION, NOT SHOWN BY THE PUBLIC RECORDS. 3. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE PUBLIC RECORDS. 4. ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY THE PUBLIC RECORDS. 5. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. 6. (A) UNPATENTED MINING CLAIMS; (8) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) MINERALS OF WHATSOEVER KIND, SUBSURFACE AND SURFACE SUBSTANCES, IN, ON, UNDER AND THAT MAY BE PRODUCED FROM THE LAND, TOGETHER WITH ALL RIGHTS, PRIVILEGES, AND IMMUNITIES RELATING THERETO, WHETHER OR NOT THE MATTERS EXCEPTED UNDER(A), (8) OR (C)ARE SHOWN BY THE PUBLIC RECORDS OR LISTED IN SCHEDULE 8. 7. WATER RIGHTS, CLAIMS OR TITLE TO WATER. 8. ANY AND ALL UNPAID TAXES AND ASSESSMENTS AND ANY UNREDEEMED TAX SALES. 9. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF DELAVAN PLACE RECORDED JULY 30, 1890 IN BOOK D AT PAGE 5. 10. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF,AS CONTAINED IN INSTRUMENT RECORDED DECEMBER 30, 1890 IN BOOK 90 AT PAGE 338. (AFFECTS PARCEL B 11. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED JUNE 17, 1891 IN BOOK 108 AT PAGE 281 AND 282. 12. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED NOVEMBER 22, 1892 IN BOOK 125 AT PAGE 529. 13. DEED RECORDED NOVEMBER 21, 1921 IN BOOK 529 AT PAGE 92. 14. INTENTIONALLY DELETED. 3 15. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE LOWER ARKANSAS VALLEY WATER CONSERVANCY DISTRICT, AS EVIDENCED BY INSTRUMENT RECORDED DECEMBER 13, 2002, AT RECEPTION NO. 1474320 AND NOTICE RECORDED JANUARY 4, 2010 AT RECEPTION NO. 1829179. 16. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE PUEBLO CONSERVANCY DISTRICT, AS EVIDENCED BY INSTRUMENT RECORDED AUGUST 01, 2007, AT RECEPTION NO. 1736292 AND RECORDED FEBRUARY 15, 2013 AT RECEPTION NO. 1934215 AND PUEBLO CONSERVANCY DISTRICT MAP RECORDED DECEMBER 11, 2009 AT RECEPTION NO. 1.829096. NOTE: ORDER FOR APPOINTMENT OF COMMISSIONERS TO SERVE AS BOARD OF APPRAISERS AND ORDER AMENDING PREVIOUS ORDER RECORDED OCTOBER 9, 2012 AT RECEPTION NO. 1921465. 17. INTENTIONALLY DELETED. 18. INTENTIONALLY DELETED. 19. INTENTIONALLY DELETED. 20. INTENTIONALLY DELETED. 21. 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 MARCH 14, 2022 PREPARED BY EDWARD R. FISHER, FOR AND ON BEHALF OF EDWARD-JAMES SURVEYING, INC., JOB#2299-00. A) A.O.C. NO. 1, AS DISCLOSED IN SURVEYOR'S STATEMENT SHOWN AS"THERE ARE TRAILS, ROADS, CABLE GUARD RAILS, FENCES AND UTILITIES THAT LIE INSIDE AND OUTSIDE OF THE SURVEYED SITE. EDWARD-JAMES SURVEYING, INC., WAS NOT SUPPLIED ANY DOCUMENTS GRANTING THEIR USE, CREATING AN AREA OF CONCERN"; B)OVERHEAD ELECTRIC LINES TRAVERSE THROUGH SUBJECT PROPERTY WITHOUT THE BENEFIT OF AN APPARENT, RECORDED EASEMENT(AFFECTS ALL PARCELS); C)SANITARY SEWER LINE TRAVERSES THROUGH SUBJECT PROPERTY WITHOUT THE BENEFIT OF AN APPARENT, RECORDED EASEMENT; (AFFECTS PARCEL C); D) FENCING EXTENDS INTO SUBJECT PARCELS AS SHOWN (AFFECTS PARCELS B&C 4 Reception 2287558 08/12/2022 11:14:29 AM Page 1 of 4 SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made this 5 day of August, 2022, between lnhabx LLC, a Colorado limited liability company (hereinafter referred to as "Grantor")and the City of Pueblo, a Colorado municipal corporation, 1 City Hall Place, 2"d Floor, ATTN: Mayor, Pueblo, CO 81003 (hereinafter referred to as "Grantee"): WITNESSESTH, that the Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey, and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, the following described property, to wit: Lots 1 to 7 and Lots 8 to 14 except the South 20 feet thereof, Block 2, Delavan Place, County of Pueblo, State of Colorado a/k/a Assessor Parcel No. 536208004 for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. This conveyance is of the surface estate only and no mineral rights are conveyed by this instrument. This conveyance is made subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record. This conveyance is also made subject to and subordinate to those encumbrances and exceptions (the "Permitted Exceptions") set forth on Exhibit A attached hereto and incorporated herein and made a part hereof for all purposes. TO HAVE AND TO HOLD the said premises, subject to the Permitted Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. 1 SPECIAL WARRANTY DEED AU- THIS SPECIAL WARRANTY DEED, made this "J day of August, 2022, between lnhabx LLC, a Colorado limited liability company (hereinafter referred to as "Grantor") and the City of Pueblo, a Colorado municipal corporation, 1 City Hall Place, 2nd Floor, ATTN: Mayor, Pueblo, CO 81003 (hereinafter referred to as "Grantee"): WITNESSESTH, that the Grantor, for and in consideration of the sum of TEN DOLLARS ($10.00) and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, has granted, bargained, sold and conveyed, and by these presents does grant, bargain, sell, convey, and confirm, unto the Grantee, its heirs, successors and assigns forever, all the real property, together with improvements, if any, the following described property, to wit: Lots 1 to 7 and Lots 8 to 14 except the South 20 feet thereof, Block 2, Delavan Place, County of Pueblo, State of Colorado a/k/a Assessor Parcel No. 536208004 for all purposes, together with all and singular the rights, benefits, privileges, easements, tenements, hereditaments and appurtenances thereto belonging, or in anywise appertaining, and the reversion and reversions, remainder and remainders, rents, issues and profits thereof, and all the estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in and to the above bargained premises, with the hereditaments and appurtenances. This conveyance is of the surface estate only and no mineral rights are conveyed by this instrument. This conveyance is made subject to and subordinate to all easements, reservations, restrictions, covenants, limitations, rights-of-way and conditions of record. This conveyance is also made subject to and subordinate to those encumbrances and exceptions (the "Permitted Exceptions") set forth on Exhibit A attached hereto and incorporated herein and made a part hereof for all purposes. TO HAVE AND TO HOLD the said premises, subject to the Permitted Exceptions, above bargained and described, with the appurtenances, unto the Grantee, its heirs, successors and assigns forever. The Grantor, for itself, its successors and assigns does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the above-bargained premises in the quiet and peaceable possession of the Grantee, its heirs, successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor. 1 IN WITNESS WHEREOF, this Special Warranty Deed is executed by Grantor to be effective the day and year first above written. GRANTOR: lnhabx, LLC A Colorado limited liability company By: 14tti---'_- Na • John Wark Title. anager STATE OF COLORADO ) SS. COUNTY OF PUEBLO ) - The foregoing instrument was acknowledged before me on this rJ day of August, 2022, by John Wark as Manager of Inhabx, LLC, a Colorado limited liability company. Witness my official hand and seal. My Commission Expires: 05 -21 -2025 --deA-A-,Ltel/ LAUREN WALKER Notary Public NOTARY PUBUC STATE OF COLORADO NOTARY ID 20214020000 MY COMMISSION EXPIRES 05/21/2025 2 Exhibit A Permitted Exceptions 1. Any defect, lien, encumbrance, adverse claim, or other matter that appears for the first time in the Public Records or is created, attaches, or is disclosed between the Commitment Date and the date on which all of the Schedule 8, Part I - Requirements are met. 2. RIGHTS OR CLAIMS OF PARTIES IN POSSESSION, NOT SHOWN BY THE PUBLIC RECORDS. 3. EASEMENTS, OR CLAIMS OF EASEMENTS, NOT SHOWN BY THE PUBLIC RECORDS. 4. ANY ENCROACHMENT, ENCUMBRANCE, VIOLATION, VARIATION, OR ADVERSE CIRCUMSTANCE AFFECTING THE TITLE THAT WOULD BE DISCLOSED BY AN ACCURATE AND COMPLETE LAND SURVEY OF THE LAND AND NOT SHOWN BY THE PUBLIC RECORDS. 5. ANY LIEN, OR RIGHT TO A LIEN, FOR SERVICES, LABOR OR MATERIAL HERETOFORE OR HEREAFTER FURNISHED, IMPOSED BY LAW AND NOT SHOWN BY THE PUBLIC RECORDS. 6. (A) UNPATENTED MINING CLAIMS; (B) RESERVATIONS OR EXCEPTIONS IN PATENTS OR IN ACTS AUTHORIZING THE ISSUANCE THEREOF; (C) MINERALS OF WHATSOEVER KIND, SUBSURFACE AND SURFACE SUBSTANCES, IN, ON, UNDER AND THAT MAY BE PRODUCED FROM THE LAND, TOGETHER WITH ALL RIGHTS, PRIVILEGES, AND IMMUNITIES RELATING THERETO, WHETHER OR NOT THE MATTERS EXCEPTED UNDER (A), (B) OR (C)ARE SHOWN BY THE PUBLIC RECORDS OR LISTED IN SCHEDULE B. 7. WATER RIGHTS, CLAIMS OR TITLE TO WATER. 8. ANY AND ALL UNPAID TAXES AND ASSESSMENTS AND ANY UNREDEEMED TAX SALES. 9. EASEMENTS, CONDITIONS, COVENANTS, RESTRICTIONS, RESERVATIONS AND NOTES ON THE PLAT OF DELAVAN PLACE RECORDED JULY 30, 1890 IN BOOK D AT PAGE 5. 10. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED DECEMBER 30, 1890 IN BOOK 90 AT PAGE 338. (AFFECTS PARCEL B 11. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED JUNE 17, 1891 IN BOOK 108 AT PAGE 281 AND 282. 12. LIQUOR RESTRICTIONS OF RECORD, WHICH CONTAIN A FORFEITURE OR REVERTER CLAUSE, WHICH PROVIDE THAT INTOXICATING LIQUORS SHALL NEVER BE MANUFACTURED, SOLD, OR OTHERWISE DISPOSED OF AS A BEVERAGE IN ANY PLACE OF PUBLIC RESORT IN OR UPON THE PREMISES OR ANY PART THEREOF, AS CONTAINED IN INSTRUMENT RECORDED NOVEMBER 22, 1892 IN BOOK 125 AT PAGE 529. 13. DEED RECORDED NOVEMBER 21, 1921 IN BOOK 529 AT PAGE 92. 14. INTENTIONALLY DELETED. 3 15. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE LOWER ARKANSAS VALLEY WATER CONSERVANCY DISTRICT, AS EVIDENCED BY INSTRUMENT RECORDED DECEMBER 13, 2002, AT RECEPTION NO. 1474320 AND NOTICE RECORDED JANUARY 4, 2010 AT RECEPTION NO. 1829179. 16. THE EFFECT OF INCLUSION OF SUBJECT PROPERTY IN THE PUEBLO CONSERVANCY DISTRICT, AS EVIDENCED BY INSTRUMENT RECORDED AUGUST 01, 2007, AT RECEPTION NO. 1736292 AND RECORDED FEBRUARY 15, 2013 AT RECEPTION NO. 1934215 AND PUEBLO CONSERVANCY DISTRICT MAP RECORDED DECEMBER 11, 2009 AT RECEPTION NO. 1829096. NOTE: ORDER FOR APPOINTMENT OF COMMISSIONERS TO SERVE AS BOARD OF APPRAISERS AND ORDER AMENDING PREVIOUS ORDER RECORDED OCTOBER 9, 2012 AT RECEPTION NO. 1921465. 17. RESERVATIONS AS SET FORTH IN QUIT CLAIM DEED RECORDED MARCH 25, 2021 AT RECEPTION NO. 2218726. (AFFECTS PARCEL A& B) 18. RESERVATIONS AS SET FORTH IN QUIT CLAIM DEED RECORDED DECEMBER 20, 2021 AT RECEPTION NO. 2257075, AS AMENDED IN INSTRUMENT RECORDED ON_, AT RECEPTION NO._. (AFFECTS PARCEL C 19. ANY AND ALL WATER RIGHTS AS CONVEYED BY DEED RECORDED_, 2022 AT RECEPTION NO._. (TO BE RECORDED) 20. ACCESS OF OTHERS AS MAY BE AFFORDED VIA TRAIL AND ACCESS TO PUEBLO WHITEWATER PARKING LOT. 21. INTENTIONALLY DELETED. 4