W½ of the SE¼ of Section 19, Township 20 South

AGREEMENT TO SELL AND PURCHASE

THIS AGREEMENT is made the 28th day of January 2019, between the City of Pueblo, a Colorado Municipal corporation, hereinafter called the Seller and American Property Enterprises, LLC, a Colorado limited liability company, hereinafter called the Purchaser.

1. Property Defined. The Seller agrees to sell and convey and the Purchaser agrees to purchase, all that certain plat, piece, or parcel of vacant land, having the legal description of: A parcel of land situated in the W½ of the SE¼ of Section 19, Township 20 South, Range 64 West of the 6th Principal Meridian, Pueblo County, Colorado, being more particularly described as follows: Commencing at the Southwest corner of the NW¼ of the SE¼ of Section 19, said corner also being the Southwest corner of a tract of land described in Book 1307 at Page 378, County of Pueblo records; thence S 89⁰-02′ E. along said tract, a distance of 224.76 feet to the Southeast corner of said tract, said point lying on the Southwesterly line of Lot 20, Block 103, Belmont 7th Filing, according to the recorded plat thereof; thence S. 41⁰- 44′-20″ E., along the Southwesterly line of said Lot 20, a distance of 9.82 feet to the Southwest corner of said Lot 20; thence N. 53⁰-34′-30″E., along the Southeasterly line of Lot 20, a distance of 125.68 feet to the East corner of said Lot 20, said point lying on the Southwesterly right-of-way line of Jerry Murphy Road; thence Southeasterly, along the boundary of said Belmont 7th Filing, 98.42 feet along an arc of a curve to the left whose radius is 1196.3 feet; thence S. 50⁰-46′-39″W., a distance of 3.10 feet; thence along the arc of a curve to the right, whose radius is 340 feet, a distance of 238.49 feet; thence N. 89⁰-02′W., a distance of 168.40 feet to a point on the North-South Centerline of Section 19; thence N. 1⁰-37″W., along said centerline a distance of 88.91 feet to the point of Beginning. Containing 0.782 Acres, (the “Property”). The Property shall be conveyed by Special Warranty Deed (“Deed”) a form of which, marked as Exhibit 1, is attached hereto and incorporated herein by reference. The Property shall be conveyed subject to the conditions listed in Paragraph 4 of this Agreement.

2. Purchase Price. Purchaser shall pay the total purchase price of Ten Thousand and One Dollars (U.S. $10,001.00)( the “Purchase Price”).

3. Payment of Purchase Price. The Purchase Price shall be payable in full at Closing in cash, certified funds or immediately available wire transferred funds.

4. The premises are sold and are to be conveyed subject to:

(a) Zoning and subdivision regulations and resolutions of the City of Pueblo.

(b) Encroachments if any, upon the Property or abutting property.

(d) Covenants, reservations, rights of way, easements and restrictions of record, if any.

Purchaser acknowledges that, at Closing, it shall accept the Property subject to those items contained in subparagraphs (a) through (d) together with other Permitted Exceptions, which provisions shall survive the Closing and shall not be merged with the Deed.

5. Title Matters. Title to the Real Property shall be merchantable in the Seller and free and clear of all liens and encumbrances except as is more particularly set forth in Paragraph 4 hereof.

6. Closing Time and Place. Closing of the transaction contemplated hereby (“Closing”) shall be held at the offices of the City Attorney, 1 City Hall Place, 3rd Floor, Pueblo, CO 81003.

7. Closing Costs. All costs and expenses incident to this transaction and the Closing thereof shall be paid by the party incurring same.

8. Leases. Seller warrants that there are no leases to the Property entered into by Seller, which are currently in force and effect.

9. Disclaimers. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, IT IS UNDERSTOOD AND AGREED THAT SELLER IS NOT MAKING AND HAS NOT AT ANY TIME MADE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND OR CHARACTER, EXPRESS OR IMPLIED, WITH RESPECT TO THE PROPERTY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR REPRESENTATIONS AS TO HABITABILITY, MERCHANTABILTY, FITNESS FOR A PARTICULAR PURPOSE, TITLE (OTHER THAN SELLER’S WARRANTY OF TITLE TO BE SET FORTH IN THE DEED), ZONING, TAX CONSEQUENCES, PHYSICAL OR ENVIRONMENTAL CONDITION, UTILITIES, OPERATING HISTORY OR PROJECTIONS, VALUATION, GOVERNMENTAL APPROVALS, THE COMPLIANCE OF THE PROPERTY WITH GOVERNMENTAL LAWS, OR ANY OTHER MATTER OR THING REGARDING THE PROPERTY. PURCHASER ACKNOWLEDGES AND AGREES THAT UPON CLOSING SELLER SHALL SELL AND CONVEY TO PURCHASER AND PURCHASER SHALL ACCEPT THE PROPERTY “AS IS, WHERE IS, WITH ALL FAULTS.”

10. Seller and Purchaser agree that the provisions of Paragraphs 4 and 9 shall survive Closing and the recording of the Deed.

11. All understandings and agreements heretofore had between the parties hereto are merged into this Agreement, which alone fully and completely expresses their agreement, and this Agreement is entered into after full investigation, neither party relying upon any statement or representation, not embodied in this Agreement, made by the other.

12. This Agreement may not be changed or terminated orally.

13. The stipulations in this Agreement are to apply to and bind the heirs, executors, administrators, successors, and assigns of the respective parties.

14. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid or unenforceable, the remainder of this Agreement shall nonetheless remain in full force and effect.

15. Applicable Law. THIS AGREEMENT SHALL IN ALL RESPECTS BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF COLORADO. SELLER AND PURCHASER HEREBY IRREVOCABLY SUBMIT TO THE JURISDICTION OF THE DISTRICT COURT, PUEBLO COUNTY, STATE OF COLORADO IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT AND HEREBY IRREVOCABLY AGREE THAT ALL CLAIMS IN RESPECT OF SUCH ACTION OR PROCEEDING SHALL BE HEARD AND DETERMINED IN THE DISTRICT COURT OF PUEBLO COUNTY, STATE OF COLORADO. PURCHASER AND SELLER AGREE THAT THE PROVISIONS OF THIS PARAGRAPH 16 SHALL SURVIVE THE CLOSING OF THE TRANSACTION CONTEMPLATED BY THIS AGREEMENT AND THE RECORDING OF THE DEED HEREUNDER. TO THE EXTENT PERMITTED BY LAW, PURCHASER AND SELLER WAIVE THEIR RIGHTS TO A TRIAL BY JURY.

16. The provisions of this Agreement and of the documents to be executed and delivered at Closing are and will be for the benefit of Seller and Purchaser only and are not for the benefit of any third party, and accordingly, no third party shall have the right to enforce the provisions of this Agreement or of the documents to be executed and delivered at Closing.

17. The following schedules or exhibits attached hereto shall be deemed to be an integral part of this Agreement:

Exhibit 1 – Form of Special Warranty Deed

18. The section headings appearing in this Agreement are for convenience of reference only and not intended, to any extent and for any purpose, to limit or define the text of any section or any subsection hereof.

19. The parties acknowledge that the parties and their counsel have reviewed and revised this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any exhibits or amendments hereto.

20. The 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.

21. Purchaser shall not record this Agreement or any short form memorandum of this Agreement.

Executed at Pueblo, Colorado, the day and year first above written.

SELLER:

CITY OF PUEBLO, CO A MUNICIPAL CORPORATION

By: ______Dennis E. Flores-President of City Council

ATTESTED BY: ______Brenda Armijo-Acting City Clerk

PURCHASER:

AMERICAN PROPERTY ENTERPRISES LLC A COLORADO LIMITED LIABILITY COMPANY

______BY: (Signature)

______Print Name

__ Print Title

STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO )

The foregoing instrument was acknowledged before me on this _____ day of January, 2019, by ______as ______of the Purchaser.

Witness my official hand and seal.

My Commission Expires: ______

Notary Public: ______

EXHIBIT 1

SPECIAL WARRANTY DEED

THIS DEED, made this 28th day of January 2019 between the City of Pueblo, Colorado, a Colorado municipal corporation whose legal address is 1 City Hall Place, Pueblo, CO 81003 (hereinafter referred to as “Grantor”) and American Property Enterprises LLC, a Colorado limited liability company (hereinafter referred to as “Grantee”):

WITNESSESTH, that the Grantor, for and in consideration of the sum of Ten Thousand and One DOLLARS ($10,001.00), 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, situate, lying and being in Pueblo County, State of Colorado, described as:

A parcel of land situated in the W½ of the SE¼ of Section 19, Township 20 South, Range 64 West of the 6th Principal Meridian, Pueblo County, Colorado, being more particularly described as follows: Commencing at the Southwest corner of the NW¼ of the SE¼ of Section 19, said corner also being the Southwest corner of a tract of land described in Book 1307 at Page 378, County of Pueblo records; thence S 89⁰-02′ E. along said tract, a distance of 224.76 feet to the Southeast corner of said tract, said point lying on the Southwesterly line of Lot 20, Block 103, Belmont 7th Filing, according to the recorded plat thereof; thence S. 41⁰- 44′-20″ E., along the Southwesterly line of said Lot 20, a distance of 9.82 feet to the Southwest corner of said Lot 20; thence N. 53⁰-34′-30″E., along the Southeasterly line of Lot 20, a distance of 125.68 feet to the East corner of said Lot 20, said point lying on the Southwesterly right-of-way line of Jerry Murphy Road; thence Southeasterly, along the boundary of said Belmont 7th Filing, 98.42 feet along an arc of a curve to the left whose radius is 1196.3 feet; thence S. 50⁰-46′-39″W., a distance of 3.10 feet; thence along the arc of a curve to the right, whose radius is 340 feet, a distance of 238.49 feet; thence N. 89⁰-02′W., a distance of 168.40 feet to a point on the North-South Centerline of Section 19; thence N. 1⁰- 37″W., along said centerline a distance of 88.91 feet to the point of Beginning. Containing 0.782 Acres, also known as Parcel 419400014 in the records of the Pueblo County Assessor 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 made subject and subordinate to the following encumbrances and exceptions:

(a) Zoning and subdivision regulations and resolutions of the City of Pueblo.

(b) Encroachments if any, upon the Property or abutting property.

(d) Covenants, reservations, rights of way, easements and restrictions of record, if any.

TO HAVE AND TO HOLD the said premises, subject to the aforesaid encumbrances and 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: Dennis E. Flores President of City Council

STATE OF COLORADO ) ) SS. COUNTY OF PUEBLO )

The foregoing instrument was acknowledged before me on this 28th day of January, 2019, by Dennis E. Flores, as President of the City Council of the City of Pueblo, a Colorado municipal corporation.

Witness my official hand and seal.

My Commission Expires: ______

______Notary Public