SANDOVAL, NEW MEXICO Land Sale No. LS-0117

Transcription

1 SANDOVAL, NEW MEXICO Land Sale No. LS-0117 THIS BID PACKET CONTAINS: 1. BID INFORMATION SHEET 2. APPLICATION AND BID TO PURCHASE STATE TRUST LAND (to be completed and returned to the New Mexico State Land Office by the bid deadline with all required information, documentation and deposits) 3. NOTICE OF PUBLIC AUCTION 4. A LIST OF ENCUMBRANCES ON THE STATE TRUST LANDS 5. A SAMPLE PATENT 6. NMSLO Rule 14 ( NMAC) LAND SALES

2 Land Sale No. LS-0117 Bid Information Sheet Exhibit 1 BID INFORMATION SHEET SANDOVAL COUNTY, NEW MEXICO Land Sale No. LS-0117 GENERAL INFORMATION. The New Mexico Commissioner of Public Lands (the Commissioner ) is accepting bids for the sale of the surface estate of a tract of state trust land containing acres. The Land is located in the City of Rio Rancho in the Paseo Gateway master plan area, east of Unser Boulevard and west of and adjacent to Sue Cleveland High School. The land is zoned R-4 (Single Family Residential). The Minimum Bid is $2,510,000 (two million five hundred ten thousand dollars), with a deposit of $273,000 (two hundred seventy-three thousand dollars. Additional information regarding the Land, the Minimum Bid, requirements for submitting a bid, and the terms and conditions of bids is set forth below. The entire Bid Information Packet should be reviewed before submitting a bid. The Land is offered for a cash sale (i.e., full payment in cash due at closing) as a single tract only. Bids for less than the entire tract and bids that propose to exchange other land for the state trust land offered will not be considered. The Commissioner reserves the right to reject all bids submitted and to re-offer the Land for lease, sale and/or exchange on the same or different terms. Lessee Commitment to Provide Infrastructure. The Land is currently subject to a lease (No. BL-1952, as amended) under which the lessee (Paseo Gateway, LLC) has performed certain real estate planning and development. Pursuant to the lease, which will be relinquished as to the Land at the closing of the proposed sale, the lessee has extended or caused to be extended water infrastructure and public streets to the boundary of the Land. The Commissioner is requiring the lessee to financially guaranty its obligation to construct the following additional public infrastructure (collectively, the Additional Infrastructure ) as described in a letter from the City of Rio Rancho to the Commissioner dated June 28, 2017 and attached to this Bid Information Sheet as Exhibit A: (i) improvement of the channel along the east boundary of a proposed Tract 17A (the southern portion of Tract 17) which is referenced in the approved Land Use Plan per the existing amendment #2 to the Drainage Management Plan approved by The Southern Sandoval County Arroyo Flood Control Authority and the City on August 11, 2016; and (ii) engineering for and construction of a gravity sanitary sewer main from its present terminus at the south boundary of Tract 17, northward within an approved corridor to, at a minimum, the southeast corner of Tract 15. At or before closing, the lessee will post a financial guaranty acceptable to the Commissioner and to the City of Rio Rancho for the extension of the Additional Infrastructure to the boundary of the Land and, after closing, the lessee will remain obligated to complete such Additional Infrastructure. Closing. The closing will be scheduled no later than 180 days after the successful bidder is selected by the SLO.

3 Land Sale No. LS-0117 Bid Information Sheet Exhibit 1 A Public Notice soliciting bids on the land has been published as required by law in The Albuquerque Journal North, Santa Fe, NM, and The Albuquerque Journal Albuquerque, N.M. A copy of the Public Notice is included in the Bid Information Packet as Exhibit 3. The Public Notice and this Bid Information Packet are also posted on the State Land Office website, II. BID SUBMISSION DEADLINE. To be considered, completed, sealed bids satisfying the requirements of the Bid Information Packet, together with the application fee and all deposits, must be submitted, clearly marked Land Sale No. LS-0117 to the State Land Office, 310 Old Santa Fe Trail, Room 102, Santa Fe, NM, or P. O. Box 1148, Santa Fe, NM , Attention: Craig Johnson, Director of Commercial Resources Division. BIDS MUST BE RECEIVED NO LATER THAN 4 P.M. MDT on November 6, Information regarding the bid process can be obtained from Mr. Johnson or Grady Barrens, Financial Analyst, Commercial Resources, at the above address or by calling (505) III. THE LAND. A. Legal Description. Tract 15 of Unit 17 as the same is shown and designated on the plat entitled Paseo Gateway Parcel A, Tracts 1 thru 9, 10A, 10B, 10C, 11 thru 18, A and B-1A, a Replat of Portions of Tract C in the Town of Alameda Grant Unit Seventeen etc., filed in the office of the County Clerk, Sandoval County, New Mexico on November 14, 2008 as Instrument No , in Book 411, Page 33908, containing acres, more or less; Being and intended to be part of Lot 3 ( acres), part of Lot 4 ( acres), part of the SE¼NW¼ ( acres), and part of the SW¼NW¼ ( acres), Section 32, Township 13 North, Range 3 East, N.M.P.M. B. Current Land Use; Encumbrances. The Land is zoned R-4 (Single Family Residential) and is a part of the Paseo Gateway master plan area in Rio Rancho, NM. The Land will be subject to all valid and existing leases, easements, restrictions, and reservations. An existing State Land Office lease (No. BL-1952) will be relinquished as to the Land before or as of the closing. Bidders are responsible for verifying encumbrances and the effect thereof on the Land. C. Subdivision and development. The City of Rio Rancho may condition future subdivision of the Land, zoning site development plan approvals, and development permits upon dedication of rights of way and easements, and/or upon infrastructure improvements by the owner for water, sanitary sewer, streets, drainage, grading and parks in accordance with current resolutions, ordinances and policies in effect at the time for any specific proposal. D. Inspection of the Land. Anyone wishing access to inspect the Land must obtain permission from the State Land Office personnel listed in Section II.

4 Land Sale No. LS-0117 Bid Information Sheet Exhibit 1 E. Land offered AS IS and as single tract only; Bidders Responsible for Due Diligence. The land is offered AS IS and as a single tract only. Bids for less than the entire tract will not be considered. The Commissioner makes no representation or warranty, express or implied, written or oral, with respect to the condition of the Land, or its fitness, suitability, or availability for any particular use. EACH BIDDER IS RESPONSIBLE FOR PERFORMING ITS OWN DUE DILIGENCE AND FOR BECOMING FULLY FAMILIAR WITH THE CONDITION OF THE LAND AND ANY APPLICABLE RESTRICTIONS OR OTHER CONDITIONS THAT MIGHT AFFECT ITS USE. IV. MINIMUM BID AND TYPES OF BIDS PERMITTED. A. True Value Requirement; Minimum Bid Amounts. By law, the Commissioner must receive not less than true value for the Land and is prohibited from accepting any bid that does not offer true value. The minimum bid is set at $2,510,000 (two million five hundred ten thousand dollars). Cash price must be received at closing. Bids offering less than the minimum will not be considered. Bidders are encouraged to offer amounts greater than the minimum. B. Types of Bids Permitted. Bids must offer a cash purchase (i.e., full payment in cash due at closing). Further requirements for bids appear in Section V below. V. PAYMENT OF COSTS DEPOSITS; BID PACKET REQUIREMENTS. A. Payment of All Costs; Deposits. The successful bidder will be required to pay all costs associated with the transaction, including without limitation, surveys, appraisals, title insurance costs, settlement fees, and recordation costs. Bids must be accompanied by all of the deposits described below. Deposits must be in the form described below in this Section. 1. Transaction Deposit: Sale Application Fee (non-refundable) $3, Advertising Cost $9, Appraisal Cost (State Trust Land) $10, Total Transaction Deposit $22, Performance Deposit: 10% of Minimum Bid $251, Total of Deposits - $273, The selected bidder may be required to deposit additional funds for the Transaction Deposit, or to pay any additional costs due prior to completion of the transaction upon final determination of those costs.

5 Land Sale No. LS-0117 Bid Information Sheet Exhibit 1 B. Requirements for Submitting Bids; Proof of Ability to Pay; Conformance to Rules. Bids to purchase the Land must be made on the Application and Bid to Purchase State Trust Land (a/k/a Land Sale Proposal/Application Form ) and include a written statement of the bidder s willingness to pay the full cash price offered for the Land and any other costs not previously included in the Transaction Deposit in a single payment at closing, together with supporting documentation evidencing the ability to pay the amount due at closing. A bidder who wishes to purchase the Land must follow enclosed Rule 14 ( NMAC) and use the enclosed Application and Bid to Purchase State Trust Land (Exhibit 2 ), supplying all information and documentation requested. Supporting documentation for the ability to pay may take the form of a letter of credit or firm loan commitment from an issuer acceptable to the Commissioner, or bank or brokerage firm statements demonstrating sufficient cash deposits or liquid securities to pay the balance due at closing. A bid packet will consist of: 1. A completed application or proposal, containing all required information. The signature on the form must be notarized. The application must include the application form, all supplemental documentation and information called for in the Notice of Public Auction and this Bid Information Sheet. 2. The Total of Deposits set forth above. C. Form of Deposits. All deposits must be made by cashiers check or other certified funds payable to the New Mexico Commissioner of Public Lands; provided, however, that in the case of bid submitted by a state agency, political subdivision of the state, or a state educational institution as such are designated in the New Mexico Constitution, an encumbrance document from the state agency that has been approved by the New Mexico Department of Finance and Administration, or a check issued by a political subdivision or state educational institution, shall be accepted in lieu of a cashiers check or other certified funds for the required deposits. Cashiers checks or certified funds must be from a bank or other issuer, and in a form, acceptable in all respects to the Commissioner. Matters which will result in disqualification of a deposit and the related bid(s) include without limitation: funds being drawn on banks or issuers located outside the United States, payment of deposits being subject to contingencies unrelated to the transaction, or deposit documents which are postdated. Deposits that do not conform to these requirements will result in disqualification of the associated bids. D. Deposits of Unsuccessful Bidders Refunded; Forfeit of Performance Deposit. The deposits of unsuccessful bidders, minus non-refundable application fee, will be refunded. The successful bidder s Transaction Deposit is non-refundable, regardless of whether the transaction closes. Upon the Commissioner and the selected bidder entering a written agreement for conveyance of the Land, the Performance Deposit of the selected bidder is subject to forfeiture for failure to complete the proposed transaction.

6 Land Sale No. LS-0117 Bid Information Sheet Exhibit 1 VI. RESERVATIONS; ADDITIONAL TERMS AND CONDITIONS. A. Conveyance Subject to Reservations and Encumbrances; Reservation of all Minerals and Geothermal Resources and certain Water Rights; Surface Non- Disturbance Agreement. Any transaction entered into for the Land will reserve to the State: (1) all geothermal resources in, under or upon the Land; (2) all minerals of whatsoever kind in, under or upon the Land, including but not limited to, oil and natural gas, helium, carbon dioxide, coal and lignite, uranium, brine, salt, copper, iron, lead, talc, barite, gold and silver, precious and semi-precious stones and jewels, caliche, building stones, shale, clay, sand, gravel, and all commercially valuable rock; all of the foregoing whether or not now known to exist or to have value, of whatever form or type, at whatever depth, in whatever nature of deposit, whether solid, semi-solid, liquid, or gaseous, whether similar or dissimilar to any of those minerals enumerated, and regardless of the method of extraction, whether by wells (including input wells), mining (including by subterranean, open-pit, or strip mines), surface or subsurface leaching or dissolution, or any other means now or hereafter known or employed); (3) all rights to use present and future underground spaces in all strata under the Land, whether in caverns, fissures, pores, on the surface of formation rocks or otherwise, for any commercially valuable purpose whatever including but not limited to storage and/or sequestration and/or transport of fluids and gases (hereinafter, pore space rights ); and (4) (i) all rights of access and surface use necessary for or reasonably incident to exploration for and extraction, injection, and removal of the reserved geothermal resources and minerals or the development and use of reserved pore space rights; (ii) the right to execute leases, permits and other agreements for geothermal resource and mineral exploration, development, and operation, and the use of reserved pore space rights; (iii) the right to sell or dispose of the geothermal resources, minerals or reserved pore space rights; (iv) the right to grant rights-of-way or entry and easements for geothermal, mineral and reserved pore space rights purposes; (v) the right to prospect for, mine, produce, and remove geothermal resources and minerals, the right to prospect for and use reserved pore space rights; and (vi) the right to perform any and all acts necessary in connection with the foregoing reserved minerals, geothermal resources, and reserved pore space rights. There is currently no oil, gas or mineral lease as to the subject property. When issuing the patent, the Commissioner will offer to execute a surface non-disturbance agreement as to any future exploration for or production of minerals for an additional payment of $10, (ten thousand dollars). B. Commissioner s Right to Reject Bids. The Commissioner reserves the right to reject any bid that (1) does not meet the minimum requirements set forth above, or (2) that is not, in his estimation, the highest and best offer. The Commissioner also reserves the right to reject all bids and withdraw the Land from sale or to reinitiate the process of offering the Land for sale or exchange on the same or different terms.

7 Land Sale No. LS-0117 Bid Information Sheet Exhibit 1 C. Supplemental Information. The Commissioner reserves the right to require the submission of supplemental information and/or to conduct interviews with any or all bidders in the course of selecting the highest and best bid. D. Bid Evaluation. In determining the highest and best bid, the Commissioner will evaluate qualifying bids based on the amount offered for the Land. E. No Obligation Until Written Agreement Entered Into Following Selection; Closing. Except as provided herein regarding deposits, neither the Commissioner nor any bidder will have any enforceable obligation to the other in connection with this auction until and unless a bidder has been selected and the parties have entered into a written agreement setting forth the terms and conditions of the transaction. The Commissioner s selection of a successful bid shall not constitute or be evidence of a contract between the Commissioner and the selected bidder. The Commissioner will have no obligation to any bidder unless and until the Commissioner and that bidder execute a written agreement for conveyance of the Land, which must occur within forty-five days after the Commissioner selects the successful bid. Closing shall occur no later than 180 days after the selection of the winning bid. F. Disqualification of Successful Bidder; Selection of Alternate Bidder. The Commissioner may disqualify a successful bidder and declare the next highest and best bidder to be the successful bidder, or declare that no bid was successful, if: (1) the Commissioner discovers a material misrepresentation in the bidder s bid proposal; (2) the successful bidder withdraws its bid within ten (10) days of being selected as the successful bidder; or, (3) if the Commissioner and the successful bidder for any reason do not agree on the final terms of a written agreement and fail to execute such an agreement within forty-five (45) days of the bidder being selected as the successful bidder. The return of any deposits to bidders initially not selected as successful by the Commissioner shall not prevent the Commissioner from selecting another bidder as provided for herein. G. Form of Conveyance Instruments. Title to the Land will be conveyed by the Commissioner in the form of a patent. A sample patent is included in the bid packet as Exhibit 5.

8

9

10

11 Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 NEW MEXICO STATE LAND OFFICE APPLICATION AND BID TO PURCHASE STATE TRUST LANDS For Sealed Bid Auctions ( Land Sale Proposal/Application Form ) NOTE: BEFORE SUBMITTING A BID OR PROPOSAL IN RESPONSE TO A PUBLIC NOTICE, CHECK THE PUBLIC NOTICE AND BID INFORMATION PACKET TO DETERMINE WHAT TYPE OF BIDS OR PROPOSALS WILL BE ACCEPTED Land Sale No. LS-0117 Bids must be received at the address below on or before 4:00 p.m. on November 6, 2017 To: Commissioner of Public Lands Mail Address: P.O. Box 1148, Santa Fe, NM Street Address: 310 Old Santa Fe Trail, Santa Fe, NM DATE OF APPLICATION: APPLICANT: (Name of the legal entity, or if applying as an individual, the personal name) ( Applicant ) Address: Phone: Fax: Cell: State of incorporation or registration if not an individual: Name of parent corporation if any:

12 Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 NOTE: If this Proposal/Application Form is submitted by other than an individual, it must signed by a representative of the entity submitting the Proposal/Application Form who is authorized to offer a binding bid and to enter into a binding agreement for the proposed transaction. DESCRIPTION OF STATE TRUST LAND: The subject state trust land is located in Sandoval County, New Mexico, and further described as: Tract 15 of Unit 17 as the same is shown and designated on the plat entitled Paseo Gateway Parcel A, Tracts 1 thru 9, 10A, 10B, 10C, 11 thru 18, A and B-1A, a Replat of Portions of Tract C in the Town of Alameda Grant Unit Seventeen etc., filed in the office of the County Clerk, Sandoval County, New Mexico on November 14, 2008 as Instrument No , in Book 411, Page 33908, containing acres, more or less; Being and intended to be part of Lot 3 ( acres), part of Lot 4 ( acres), part of the SE¼NW¼ ( acres), and part of the SW¼NW¼ ( acres), Section 32, Township 13 North, Range 3 East, N.M.P.M. I, ( Applicant ) affirm that I am over the age of twenty-one years, or, if a business organization, it is a corporation or other business organization authorized, and in good standing, to do business in New Mexico. I hereby apply to purchase the State Trust Land described above. I have read or otherwise familiarized myself with the Bid Information Sheet prepared by the State Land Office relating to the Land described above, the terms of which are incorporated herein by this reference, regardless of whether specifically set forth herein. I understand and agree that: 1. This Proposal/Application Form and any transaction that may result are subject to the terms of the Bid Information Sheet and the provisions of law governing the sale of such land, including the New Mexico Enabling Act and State Land Office Rule 14 ( NMAC). 2. The Land is offered as a single tract and As-Is, and that applicants are responsible for conducting their own due diligence. 3. The Minimum Bid is set at $2,510,000 (two million five hundred ten thousand dollars). 4. Proposals/Applications for less than the entire tract or for less that the Minimum Bid set forth above will not be considered.

13 Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 5. The Commissioner reserves the right to refuse all bids. 6. Applicants are responsible for all costs they incur in preparing to submit an Application and that no part of those costs will be refunded or reimbursed, or, if selected as the successful bidder, offset against the purchase price offered. 7. Neither the Commissioner nor any bidder will have any enforceable obligation to the other in connection with this auction until and unless a bidder has been selected and the parties have entered into a written agreement setting forth the terms of the transaction. The Commissioner s selection of a bid shall not constitute or be evidence of a contract between the Commissioner and the selected bidder. Closing shall occur no later than 180 days after the selection of the winning bid. 8. If the Commissioner and the successful bidder fail to execute a final written agreement regarding the conveyance of the Land within forty-five (45) days of the bidder being selected as the successful bidder, the Commissioner may disqualify that bidder. The return of any deposits to bidders initially not selected as successful by the Commissioner shall not prevent the Commissioner from selecting another bidder as provided for herein. 9. If selected as the successful bidder, the Land will be conveyed as a single tract by means of a patent issued by the Commissioner, reserving to the State all minerals of whatsoever kind along with the right of access and surface use necessary for or incident to exploration for and extraction and removal of all such reserved minerals and geothermal resources; the right to grant rights of way related to exploration for or extraction of minerals and geothermal resources; certain water rights; and all other valid, existing rights. When issuing the patent, the Commissioner will offer to execute a surface non-disturbance agreement as to any future exploration for or production of minerals for an additional payment of $10, (ten thousand dollars).. In addition, any transaction will be subject to all, if any, valid and existing easements, restrictions, reservations, and encumbrances (collectively encumbrances ). 10. The successful bidder must pay all costs associated with the sale, including advertising costs. I submit the following deposits and bid: 1. Transaction Deposit $273,000 (two hundred seventy-three thousand dollars). The Transaction Deposit includes: Sale Application Fee (non-refundable) $ 3, Advertising Cost $ 9, Appraisal Cost (State Trust Land) $ 10, Performance Deposit (10% of Minimum Bid) $251, Total Transaction Deposit $273,000.00

14 Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 The selected bidder may be required to deposit additional funds for the costs prior to completion of the transaction upon final determination of those costs. In addition to the costs included in the Transaction Deposit, the successful bidder will be required to pay all other costs associated with the transaction, including without limitation, settlement fees, and recordation costs. 2. Performance Deposit (10% of the minimum bid) $251,000 (two hundred fifty-one thousand dollars). 3. BID AMOUNT. a. Cash Price. I hereby place a bid of dollars ($ ) cash price due in full at closing for the above-described lands. 4. ADDITIONAL INFORMATION I swear or affirm that I/the Applicant am/is ready, willing and able to pay the full amount of the bid offered above. I swear or affirm that this Proposal/Application is submitted to purchase only the surface estate in the land and that this application is not made for the purpose of obtaining title to any mineral resources including, but not limited AND FURTHER SUBJECT TO a reservation by the State of New Mexico of: (1) all geothermal resources in, under or upon the Land; (2) all minerals of whatsoever kind in, under or upon the Land, including but not limited to, oil and natural gas, helium, carbon dioxide, coal and lignite, uranium, brine, salt, copper, iron, lead, talc, barite, gold and silver, precious and semi-precious stones and jewels, caliche, building stones, shale, clay, sand, gravel, and all commercially valuable rock; all of the foregoing whether or not now known to exist or to have value, of whatever form or type, at whatever depth, in whatever nature of deposit, whether solid, semi-solid, liquid, or gaseous, whether similar or dissimilar to any of those minerals enumerated, and regardless of the method of extraction, whether by wells (including input wells), mining (including by subterranean, open-pit, or strip mines), surface or subsurface leaching or dissolution, or any other means now or hereafter known or employed); (3) all rights to use present and future underground spaces in all strata under the Land, whether in caverns, fissures, pores, on the surface of formation rocks or otherwise, for any commercially valuable purpose whatever including but not limited to storage and/or sequestration and/or transport of fluids and gases (hereinafter, pore space rights ); and (4) (i) all rights of access and surface use necessary for or reasonably incident to exploration for and extraction, injection, and removal of the reserved geothermal resources and minerals or the development and use of reserved pore space rights; (ii) the right to execute leases, permits and other agreements for geothermal resource and mineral exploration, development, and operation, and the use of reserved pore space rights; (iii)

15 Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 the right to sell or dispose of the geothermal resources, minerals or reserved pore space rights; (iv) the right to grant rights-of-way or entry and easements for geothermal, mineral and reserved pore space rights purposes; (v) the right to prospect for, mine, produce, and remove geothermal resources and minerals, the right to prospect for and use reserved pore space rights; and (vi) the right to perform any and all acts necessary in connection with the foregoing reserved minerals, geothermal resources, and reserved pore space rights. If the Applicant is other than a natural person, the individual(s) signing this Proposal/Application on behalf of the Applicant represents and warrants that he/she has the power and authority to bind the Applicant and that no further action, resolution, or approval from the Applicant is necessary to submit this Proposal/Application, or if the Proposal/Application is selected, to enter into a binding agreement to complete the transaction proposed. I,, the above applicant, do solemnly swear, or (name of applicant or of attorney in fact / authorized agent) affirm, that each and every statement made in this application is true and correct to the best of my knowledge and belief. Signature of Applicant, Attorney in Fact or Authorized Agent Title, if not an individual: ACKNOWLEDGEMENT FOR A NATURAL PERSON ACTING IN HIS OR HER OWN RIGHT State of ) ) ss. County of ) The foregoing instrument was acknowledged before me this day of, 20, by. (Name or names of person or persons acknowledging) (SEAL) Notary Public My Commission Expires: FOR A NATURAL PERSON AS PRINCIPAL BY ATTORNEY-IN-FACT State of ) ) ss. County of )

16 Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 The foregoing instrument was acknowledged before me this day of, 20, by as attorney-in-fact on behalf of. (Name of principal) (SEAL) Notary Public My Commission Expires: FOR A PARTNERSHIP BY ONE OR MORE PARTNERS State of ) ) ss. County of ) The foregoing instrument was acknowledged before me this day of, 20, by, partner(s) on behalf of, a partnership. (Name of partnership) (SEAL) Notary Public My Commission Expires: FOR A LIMITED PARTNERSHIP BY ONE OR MORE GENERAL PARTNERS State of ) ) ss. County of ) The foregoing instrument was acknowledged before me this day of, 20, by, partner(s), on behalf of, a limited partnership. (Name of limited partnership) (SEAL)

17 My Commission Expires: Land Sale No. Ls-0117 Bid to Purchase State Trust Land Exhibit 2 Notary Public FOR A CORPORATION OR INCORPORATED ASSOCIATION State of ) ) ss. County of ) The foregoing instrument was acknowledged before me this day of, 20, by, of, a (Title of officer) (Name of corporation acknowledging) corporation, on behalf of the corporation. (State or county of incorporation) (SEAL) Notary Public My Commission Expires:

18 Land Sale No. LS-0117 Notice of Public Auction Exhibit 3 COMMISSIONER OF PUBLIC LANDS NOTICE OF PUBLIC AUCTION FOR SALE OF LAND BY SEALED BID SALE No. LS-0117, /- acres Sandoval County, New Mexico The Commissioner of Public Lands ( Commissioner ) gives notice that pursuant to the New Mexico Enabling Act (36 Stat. 557), NMSA Sections and , Rule NMAC, and the sealed bid auction process described in this Notice, he is offering to sell state trust land. The sale will be conducted by sealed bid as set forth in the Bid Information Packet described below. The state trust land being offered (the Land ) is located in Sandoval County, New Mexico, and further described as: Tract 15 of Unit 17 as the same is shown and designated on the plat entitled Paseo Gateway Parcel A, Tracts 1 thru 9, 10A, 10B, 10C, 11 thru 18, A and B-1A, a Replat of Portions of Tract C in the Town of Alameda Grant Unit Seventeen etc., filed in the office of the County Clerk, Sandoval County, New Mexico on November 14, 2008 as Instrument No , in Book 411, Page 33908, containing acres, more or less; Being and intended to be part of Lot 3 ( acres), part of Lot 4 ( acres), part of the SE¼NW¼ ( acres), and part of the SW¼NW¼ ( acres), Section 32, Township 13 North, Range 3 East, N.M.P.M. The Land is located in the City of Rio Rancho in the Paseo Gateway master plan area east of Unser Boulevard and west of and adjacent to Sue Cleveland High School. 1. The Land is offered AS IS ; the Commissioner does not make any representations or provide any warranties regarding title to the Land or its condition or fitness for any purpose. The Land is offered for a cash sale (i.e., full payment in cash due at closing) as a single tract; bids for less than the entire tract will not be considered. 2. Details of this offer, applicable rules, bidding instructions and forms are included in the Bid Information Packet, which can be obtained by written request, in person, by telephone or . Please contact the State Land Office, P.O. Box 1148, Santa Fe, NM 87504, Attention: Grady Barrens, Financial Analyst ( ), in person at 310 Old Santa Fe Trail, Santa Fe, NM or by to gbarrens@slo.state.nm.us. The Bid

19 Land Sale No. LS-0117 Notice of Public Auction Exhibit 3 Information Packet is incorporated herein by reference. The Packet should be reviewed in detail before submitting a bid. 3. The Minimum Bid is $2,510,000 (two million five hundred ten thousand dollars). A deposit of $273,000 (two hundred seventy-three thousand dollars) is required. 4. Bids must be accompanied by the Deposits in the amounts set forth below. Deposits must be in the form specified in the Bid Information Packet. Failure to include the required Deposits will result in disqualification. The successful bidder will be required to pay all other costs associated with the transaction. Except for the non-refundable $3, (three thousand dollars) Sale Application Fee, the Deposits of unsuccessful bidders will be refunded. See Bid Information Packet for additional information and requirements regarding the required Deposits. Transaction Deposit: Sale Application Fee (non-refundable) $3, Advertising Cost $9, Appraisal Cost (State Trust Land) $10, Total Transaction Deposit $22, Performance Deposit: 10% of Minimum Bid $251, Total of Deposits - $273, Transfer of the Land will be subject to all valid leases, easements and other encumbrances (collectively, encumbrances ) shown in the records of the State Land Office and/or the Sandoval County Clerk s Office. Bidders are responsible for verifying encumbrances and their effect on the Land. 6. The Land will be conveyed by a single patent, reserving to the State all minerals of whatsoever kind, geothermal resources, and certain water rights, together with rights of access and surface use necessary for or incident to exploration for and extraction and removal of such minerals, geothermal resources, and water rights. There is currently no oil, gas or mineral lease as to the subject property. When issuing the patent, the Commissioner will offer to execute a surface non-disturbance agreement as to any future exploration for or production of minerals for an additional payment of $10, (ten thousand dollars). 7. Bids, made in strict conformity with the requirements set out in the Bid Information Packet, must be submitted in a sealed package marked Land Sale No. LS-0117 and addressed to the Commissioner, c/o Craig Johnson, Director, Commercial Resources Division, at the State Land Office address provided above by 4:00 p.m. on November 6, 2017.

20 Land Sale No. LS-0117 Notice of Public Auction Exhibit 3 8. Sealed bids not complying with the requirements set forth in the Bid Information Packet are subject to disqualification. Conforming bids received will be evaluated by the Commissioner. The Commissioner reserves the right to reject all bids submitted and to re-offer the Land for lease, sale and/or exchange on the same or different terms. Disabled individuals requiring aid to bid may call (505) ; FAX or TTY (800) Upon request, this notice may be available in other formats. DATED at Santa Fe, New Mexico this day of August, Aubrey Dunn Commissioner of Public Lands

21 Land Sale No. LS-0117 List of Encumbrances Exhibit 4 COMMISSIONER OF PUBLIC LANDS ACTIVE ENCUMBRANCES ON PREMISES SANDOVAL COUNTY, New Mexico Land Sale No. LS-0117 NOTE: INTERESTED PERSONS ARE RESPONSIBLE FOR PERFORMING THEIR OWN DUE DILIGENCE. The State Land Office provides this list of encumbrances for informational purposes only. Interested persons are responsible for verifying encumbrances in the records of the New Mexico State Land Office and the effect thereof on the Land. No search has been made of any records other than those of the State Land Office. Interested persons are responsible for searching other records which might contain relevant information, including those relating to real property, personal property, tax records, Uniform Commercial Code filings, etc., in any relevant city, county, state, and federal agency s files. Township, Range Section 13N03E 32 Tract 15 Subdivision Acres Leases acres BL Rights of Way None Beneficiary 01- Common Schools 1 To be relinquished at or before closing. ES-0042 EXHIBIT 6 (LIST OF ENCUMBRANCES)

22 Land Sale No. LS-0117 Sample Patent Exhibit 5 SAMPLE ONLY THIS SAMPLE PATENT IS SUBJECT TO REVISION TO REFLECT THE TERMS AND CONDITIONS OF ANY TRANSACTION ENTERED INTO BY THE COMMSSIONER OF PUBLIC LANDS STATE OF NEW MEXICO PATENT FOR STATE TRUST LAND No. For consideration, the receipt and sufficiency of which is hereby acknowledged, the State of New Mexico, acting by and through the Commissioner of Public Lands (the Commissioner ), trustee under the Act of June 20, 1910, 36 Stat. 557, Ch. 310 (the State ) does hereby grant to the land in Sandoval County, New Mexico described below, subject to the conditions and reservations set forth or referred to in this Patent: Tract 15 of Unit 17 as the same is shown and designated on the plat entitled Paseo Gateway Parcel A, Tracts 1 thru 9, 10A, 10B, 10C, 11 thru 18, A and B-1A, a Replat of Portions of Tract C in the Town of Alameda Grant Unit Seventeen etc., filed in the office of the County Clerk, Sandoval County, New Mexico on November 14, 2008 as Instrument No , in Book 411, Page 33908, containing acres, more or less; Being and intended to be part of Lot 3 ( acres), part of Lot 4 ( acres), part of the SE¼NW¼ ( acres), and part of the SW¼NW¼ ( acres), Section 32, Township 13 North, Range 3 East, N.M.P.M. SUBJECT TO all valid and existing rights, restrictions, reservations, covenants, conditions, rights-of-way, and easements affecting the Land, including but not limited to matters on file in the records of the New Mexico State Land Office. AND FURTHER SUBJECT TO a reservation by the State of New Mexico of: (1) all geothermal resources in, under or upon the Land; (2) all minerals of whatsoever kind in, under or upon the Land, including but not limited to, oil and natural gas, helium, carbon dioxide, coal and lignite, uranium, brine, salt, copper, iron, lead, talc, barite, gold and silver, precious and semi-precious stones and jewels, caliche, building stones, shale, clay, sand, gravel, and all commercially valuable

23 Land Sale No. LS-0117 Sample Patent Exhibit 5 rock; all of the foregoing whether or not now known to exist or to have value, of whatever form or type, at whatever depth, in whatever nature of deposit, whether solid, semi-solid, liquid, or gaseous, whether similar or dissimilar to any of those minerals enumerated, and regardless of the method of extraction, whether by wells (including input wells), mining (including by subterranean, open-pit, or strip mines), surface or subsurface leaching or dissolution, or any other means now or hereafter known or employed); (3) all rights to use present and future underground spaces in all strata under the Land, whether in caverns, fissures, pores, on the surface of formation rocks or otherwise, for any commercially valuable purpose whatever including but not limited to storage and/or sequestration and/or transport of fluids and gases (hereinafter, pore space rights ); and (4) (i) all rights of access and surface use necessary for or reasonably incident to exploration for and extraction, injection, and removal of the reserved geothermal resources and minerals or the development and use of reserved pore space rights; (ii) the right to execute leases, permits and other agreements for geothermal resource and mineral exploration, development, and operation, and the use of reserved pore space rights; (iii) the right to sell or dispose of the geothermal resources, minerals or reserved pore space rights; (iv) the right to grant rights-of-way or entry and easements for geothermal, mineral and reserved pore space rights purposes; (v) the right to prospect for, mine, produce, and remove geothermal resources and minerals, the right to prospect for and use reserved pore space rights; and (vi) the right to perform any and all acts necessary in connection with the foregoing reserved minerals, geothermal resources, and reserved pore space rights. AND FURTHER SUBJECT TO a reservation by the State of New Mexico of any and all water rights vested in the State of New Mexico as of the date of sale or exchange which are located on or derived from the Land, any and all water rights appurtenant to or riparian to the Land as of the date of sale or exchange, and the right to renew and extend any water easements, water leases or water rights existing as of the date of sale or exchange together with the right to receive the rents and revenues therefrom, together

24 Land Sale No. LS-0117 Sample Patent Exhibit 5 with all rights of access and surface use necessary for or reasonably incident to developing and utilizing such water rights. Executed under seal this day of, 20. STATE OF NEW MEXICO By: AUBREY DUNN COMMISSIONER OF PUBLIC LANDS

25 "# $%&'%' ()&'* (%$+,+- *.%/ '0 (% '&(%$+( /%'"1 / '%$$2)%$+(% ( "#404"14" ((&$2%2 $*567899:;:8<=>8?@ABC:DEF<G;HI=JK=L:D8MNFN=EF<GO?:D=HPQROCGMF<NFS=T>F:CH@U OUV8LQQWXHMF<NFS=HI=JK=L:D8XYZRQH@[8<=\]ZRZ^X_Y`ZYQP aq_bpqbccdqcu_uqwuqike7`f<hqcike7pumeoqwuqhrcbprbr_g "#404"140 (*)/ 6T[:;>AC=h=>NF:<;N8N[=;FC=8?CF<G;H>=;8A>D=;8>8N[=>F;=N;[=CG:<N>A;NBiN[=D899:;:8<=>8?hABC:D CF<G;A<G=>N[=N=>9;8?N[=j<FBC:<keDNF<G;AB;=lA=<NC=k:;CFN:8<]N>A;NCF<G;^UT[=>=F>=D=>NF:<=LD=hN:8<;N8N[:;>AC=F;?8C8J;\ FhhC:DFN:8<;N8hA>D[F;=>=D=:m=GB=NJ==<eAkA;NQ;NF<GM=hN=9B=>PRN[9FiB=>=n=DN=G;A99F>:CiF;;=N8AN:<;AB;=DN:8<V8? QcU_UQWUXIKe7B=C8JU aq_bpqbccdqcu_uqwu_ike7`f<hqcike7pumeoqwu_hrcbprbr_g "#404"14o (%&)'5%&.)'56T[=D899:;:8<=>p;FAN[8>:NiN89F<Fk=N[=;NFN=N>A;NCF<G;:;?8A<G:<IUKU 78<;NUHe>NUq rhm=dn:8<_hf<g:<m=dn:8<qc`q`qikmeqcyxut[=fan[8>:nin8h>89ackfn=n[:;>ac=:;?8a<g:<m=dn:8<qc`q`_ IKMeQcYXU aq_bpqbccdqcu_uqwupike7`f<hqcike7pumeoqwuphrcbprbr_g "#404"141 +&'%)$6@=>9F<=<NU aq_bpqbccdqcu_uqwuwike7`f<hqcike7pumeoqwuwhrcbprbr_g "#404"14s -- *t +% 6M=hN=9B=>ZHQcXZHA<C=;FCFN=>GFN=:;D:N=GFNN[==<G8?F;=DN:8<U aq_bpqbccdqcu_uqwuzike7`f<hqcike7pumeoqwuzhrcbprbr_dehrubprbqug "#404"14v )wx *t 6T[=8Bn=DN:m=8?QcU_UQWIKe7:;N8h>8m:G=?8>N[=8>G=>CiF<GCFJ?AC;FC=8?;NFN=N>A;NCF<G;H F;=N;F<G>=;8A>D=;U aq_bpqbccdqcu_uqwuuike7`f<hqcike7pumeoqwuuhrcbprbr_g "#404"14y + -$)$(6z({ }~ } }}ƒ 9=F<;FC:;N8??==;N[FN9A;NB=hF:G?8>h=>?8>9F<D=8?D=>NF:< FG9:<:;N>FN:m=?A<DN:8<;UT[=;D[=GAC=8??==;;[FCB=hABC:;[=G8<N[=;NFN=CF<G8?:D=J=B;:N=F<G:;;ABn=DNN8D[F<k=FNN[= G:;D>=N:8<8?N[=D899:;:8<=>U <C=;8N[=>J:;=<8N=G:<N[=;D[=GAC=8??==;8>:<N[:;>AC=HN[=?==;[FCB=<8<`>=?A<GFBC=U aq_bpqbccdqcu_uqwuyike7`f<hqcike7pumeoqwuyhrcbprbr_dehrubprbqug "#404"14 %$+(&wx *)(% 6eCCF<G;H:<DCAG:<kCF<G;FDlA:>=GBi=;D[=FNH;[8J<Ah8<N[=I=JK=L:D8;NFN= CF<G8?:D=N>FDNB88 ;N8B=8h=<?8>;FC=H9FiB=;8CGFNhABC:DFADN:8<HFNN[=G:;D>=N:8<8?N[=D899:;:8<=>UeC9:<=>FC;8? J[FN;8=m=> :<GH:<DCAG:<kBAN<8NC:9:N=GN88:CF<GkF;HD8FCH;F<GF<Gk>Fm=CHDCFiH;[FC=HDFC:D[=F<GBA:CG:<k;N8<=HJ:CB=>=;=>m=G N8N[=;NFN=8?I=JK=L:D8HN8k=N[=>J:N[N[=>:k[NN8A;=;89AD[8?N[=;A>?FD=F;9FiB=>=F;8<FBCi<=D=;F>iN8=LhC8>=?8>F<G >=98m=;F9=UMAD[>:k[N;F>=;ABn=DNN8N[=>:k[N8?N[=hA>D[F;=>N8B=D89h=<;FN=G?8>[:;:9h>8m=9=<N;CFJ?ACihCFD=GAh8<N[= CF<GUˆ=8N[=>9FC>=;8A>D=;F>=>=;=>m=GA<G=>N[=;F9=N=>9;F<GD8<G:N:8<;F;9:<=>FC;U %4 T[=B=<=?:D:F>i:<;N:NAN:8<;[FCB=FGm:;=G8?N[=>=D=:hN8?F<iFhhC:DFN:8<N8hA>D[F;=U w4 ecfhhc:dfn:8<;?:c=gb=nj==<eaka;ncf<gm=hn=9b=>pr=fd[i=f>j:cb=;a99f>:ci>=n=dn=ga<c=;:n:; G=N=>9:<=GN[FNN[=iJ:C<8N:<N=>?=>=J:N[N[=F<<AFC;A>?FD=C=F;=>=<=JFCh>8k>F9U aq_bpqbccdqcu_uqwuxike7`f<hqcike7pumeoqwuxhrcbprbr_g "#404"14# %//*%)$- ( *)( ' Š&' $(6ehhC:DFN:8<;N8hA>D[F;=;NFN=N>A;NCF<G;;[FCB=\ %4 KFG=A<G=>8FN[H:<:< H8>Nih=J>:N=<Ah8<?8>9;h>=;D>:B=GF<G?A><:;[=GBiN[=D899:;:8<=>U w4 edd89hf<:=gbin[=fhhc:dfn:8<?==f;;=n?8>n[:<n[=;d[=gac=8??==;f<gfg=h8;:nfkf:<;nn[==lh=<;=8? FGm=>N:;:<kF<G;FC=F;;=N?8>N[:<N[=;D[=GAC=8??==;UT[=;ADD=;?ACB:GG=>;[FChFiN[=N8NFCD8;N8?FGm=>N:;:<kHFhh>F:;:<kHF<G ;FC=HF<GJ:CB=B:C=G?8>F<iD8;N:<=LD=;8?N[=G=h8;:NUT[=G=h8;:N8?A<;ADD=;?ACB:GG=>;J:CB=>=?A<G=GU *4 edd89hf<:=gbif<fhh>f:;fc8?n[=cf<gbifg:;:<n=>=;n=gf<gd>=g:nfbc=h=>;8<?f9:c:f>j:n[n[=cf<ghf<g;f:g Fhh>F:;FC;[FCB=BF;=GAh8<h=>;8<FC <8JC=Gk=F<G<8N:<?8>9FN:8<F<GB=C:=?UMAD[Fhh>F:;FC;[FC<8NB=B:<G:<kAh8<N[= D899:;:8<=>U +4 M:k<=GBiN[=8>:k:<FCFhhC:DF<N8>Bi[:;Fk=<N8>FN8><=iGACiFAN[8>:Œ=GBiJ>:N=<h8J=>8?FN8><=iU ehhc:dfn:8<;<8n9fg=:<d8<?8>9:nij:n[n[=;=>ac=;f>=;abn=dnn8>=n=dn:8<f<g:<n[==m=<nf<ifhhc:dfn:8<:;j:n[g>fj<8>>=n=dn=gh N[=FhhC:DF<N;[FChFiN[=D8;N:<DA>=GAhN8N[FNN:9=U[=<;h=D:FCD:>DA9;NF<D=;JF>F<NHN[=D899:;:8<=>HAh8<<8N:D=N8N[= FhhC:DF<NH9FiFGGFGG:N:8<FC>=lA:>=9=<N;UI8N[:<k:<N[=;=>AC=;D8<NF:<=G;[FCB=D8<;N>A=GF;h>=m=<N:<kN[=D899:;:8<=>8<[:; 8J<:<:N:FN:m=FNF<iN:9=?>898?=>:<k?8>;FC=FC8>hF>N8?F<iCF<G;8?N[=;NFN=J[=<N[=D899:;:8<=>G=N=>9:<=;N[FN;AD[;FC=:; :<N[=B=;N:<N=>=;N8?N[=N>A;NU aq_bpqbccdqcu_uqwucike7`f<hqcike7pumeoqwuchrcbprbr_dehrubprbqug

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`YOZ[]ab>?;E586I9E97<B5?>:9D@567<A9?>7D58;68<6`>8:AZCZ[^^C JA9<A986876<58;68J8;<97598E;B;676=<A9:6EE;B;6798J>B6H<>;79Db>7D>?;E586I9E97<B>5586I9DHF<A9:6EE;B;6798@7D98 <A9586I;B;67B6=Y9:<;67Z[\]\^Z_`YOZ[]aL. 4567:6E5?9<;676=<A9B>?9C<A9:6EE;B;6798BA>?5>F<6<A96J7986=<A9>@<A68;K9D;E586I9E97<B<A9I>?@9 <A9896=>BA989;7>H6I9D9<98E;79Db586I;D9DCA6J9I98C;7<A99I97<<A9?9>B9586I;D9B=6889E6I>?6=;E586I9E97<BC9;<A98598E>797< 6889E6I>H?9C<A9<98EB6=<A9?9>B9BA>?<>c9589:9D97:96I98<A;Bd@?9L ezfghzg[[bz[lflzilzs_`oj\d7cz[_`ojhlyklzilzscs[ghsgsfm!" %.01'2()1/1-23_6<;:96=B>?9BA>?H95@H?;BA9D67:99>:AJ99c=68<97QZST:67B9:@<;I9J99cB;7> 79JB5>5986=G9798>?:;8:@?><;675@H?;BA9D?6:>?F><<A9B<><9:>5;<>?C>7D>79JB5>5986=?;c9:;8:@?><;67JA;:ABA>?H9?6:>?F 5@H?;BA9D79>89B<<A9?>7DBB66=989D=68B>?9LY>;D76<;:9BA>?B9<=68<A<A97><@89C<;E9>7DB59:;=;:5?>:96=<A9B>?9CJA;:A5?>:9 BA>?H9><<A9:6@7<FB9><JA989;7<A9?>7DB68<A9E>W68568<;67<A9896=>89?6:><9DL ezfghzg[[bz[lflzilzz_`oj\d7cz[_`ojhlyklzilzzcs[ghsgsfm!"! no%*(,(x%2(+-+,u(..1')3v768d98<6n@>?;=f>b>h;dd98c<a9586b59:<;i9h;dd98ba>?d956b;<j;<a<a9 :6EE;B;6798p % OD956B;<<6:6I98<A9:6B<6=B>?9C>BB9<=68<A;7<A976<;:96=B>?9L U M97598:97<6=<A9>558>;B9DI>?@96=<A9?>7DBL X MA9>558>;B9DI>?@96=<A9;E586I9E97<BC>J>;I986=5>FE97<6=B@:A>E6@7<B;G79DHF<A96J7986=<A9 ;E586I9E97<BC68>H67DB@=;:;97<<6:6I98<A9>558>;B9DI>?@9;=>7>559>?;B<6H9<>c97C@7?9B<A9586B59:<;I9H;DD98;B<A96J7986= <A9;E586I9E97<BL ezfghzg[[bz[lflzilzf_`oj\d7cz[_`ojhlyklzilzfcs[ghsgsfbocsrghsgzrm!"q %ox2(+-)%*12+r(sr1)2u(..1'3_6589=9897:98;ga<<65@8:a>b9ba>?h9g;i97<6>7fh;dd98@567<a9 >DI98<;B9D?>7DLV=B6?D><>?C<A9?>7DBA>?H9B6?D<6<A9A;GA9B<>7DH9B<H;DD98><5@H?;:>@:<;67LY>;D>@:<;67E>FH9:67D@:<9DHF 68>?>@:<;6768HF<A9>::95<>7:96=B9>?9DH;DBCJA;:ABA>?H965979D><<A9<;E96=<A9>@:<;67LYA6@?D<A989H9;D97<;:>?B9>?9DH;DBC <A6B9B@HE;<;7G<A9EBA>?H9>?6J9D<668>?FH;D@7<;?<A989;B>A;GA9B<>7DH9B<H;DD98Lt;DBE@B<H9=68>?6=<A9?>7D6=989D;7> G;I97<8>:<L ezfghzg[[bz[lflzilzh_`oj\d7cz[_`ojhlyklzilzhcs[ghsgsfm!"" X+-2'%X2)%-.&%21-2)3 % l7<a9d><96=b>?9<a9b@::9b=@?h;dd98c;=>7fcba>?h989n@;89d<65>f<a9=@?>e6@7<h;dc@7?9b<a9 :6EE;B;6798A>BG;I9776<;:9<A><A9J;?>::95<5>FE97<HF5@8:A>B9:67<8>:<LV=>5@8:A>B9:67<8>:<;B598E;<9DC<A9B@::9B=@? H;DD98BA>?H989N@;89D<65>F><?9>B<<97598:97<6=<A95@8:A>B958;:9L4567E>c;7GB@:A5>FE97<C<6G9<A98J;<A<A9:6B<6=B>?9C;= >7FCB@:A5@8:A>B98BA>?H997<;<?9D<6><A;8<FQhSTF9>8:67<8>:<JA989@7D98<A9H>?>7:96=<A958;7:;5>?BA>?H95>F>H?9;7<A;8<FQhST 9N@>?>77@>?;7B<>?E97<BJ;<A;7<989B<;7>DI>7:967<A9D9=989D58;7:;5>?H>?>7:9><>8><9B9<HF<A9:6EE;B;6798;7<A976<;:96= >@:<;67B>?95@H?;BA9D>B89N@;89DHF?>JLMA9=;8B<58;7:;5>?>7D;7<989B<5>FE97<BA>?H9D@96768H9=689<A9D><956B9B;676=<A9 589E;B9B;B9B<>H?;BA9DLMA;BD><9BA>?B98I9>B<A9>77;I98B>8FD><96=<A9:67<8>:<67JA;:A>?B@::9B;I95>FE97<BBA>?H9D@9L u@8:a>b98><a;b65<;67e>fca6j9i98c5>f:>ba;7=@?>7d89:9;i9>5><97<l_69p<97b;676=<a9<a;8<fqhstf9>8<98e6=<a9:67<8>:< J;?H9G8>7<9DLV7:>B96=D9><A6=>:67<8>:<5@8:A>B98C<A9:6EE;B;6798E>F@567J8;<97>55?;:><;67HF>7A9;8CD9I;B B67>? 89589B97<><;I96=<A9D9:9>B9DCD9=98<A9D@9D><96=<A979P<5>FE97<=68679QZTF9>8Lv956B;<6=@7B@::9B=@?H;DD98BJ;?H9 89=@7D9DLY>E5?9:65;9B6=>B<>7D>8D5@8:A>B9:67<8>:<>G899E97<>7D5><97<J;?H9=@87;BA9D586B59:<;I9H;DD98B@56789N@9B<L U w6?d98b6=5@8:a>b9:67<8>:<be>f5>f6=<a9:67<8>:<h>?>7:9><>7f<;e9lv7<989b<5>fe97<be>d9;7>di>7:9 :>776<H989=@7D9DLV7:>B96=<A9=;7>?D;B:A>8G96=<A96H?;G><;67H9=689E><@8;<FD><9C;7<989B<E@B<H95>;D<6<A9D><9JA97<A9 :67<8>:<;B5>;D;7=@?L_65><97<:6I98;7G>7F568<;676=B<><9<8@B<?>7D@7D98:67<8>:<J;?H9;B@9D@7<;?<A9<6<>?5@8:A>B958;:96= <A9:67<8>:<;B5>;D;7=@?89G>8D?9B6=<A97@EH986=>B;G7E97<B6@<B<>7D;7GC9P:95<<A9:6EE;B;6798J;?;B@95><97<B<6B95>8><9 >B;G7E97<B;7;7B<>7:9BJA989<A9>B;G7E97<BJ989>5586I9DHF<A9:6EE;B;679858;68<6Y95<9EH98iCZ[^RL

27 !""#"%%&%&'()*+,-."'()*!%/01&%&.2"! ;6 )-KLMNOPQRSNTURVQVSVNMRVWQ-XRM-XSNLMNOPQRSOT-VNQOV.YPZOPOT-VNQOVZRZ-[TTXRVQ-XZ-[.\QKQRZ[-QLQNVTN QWTUPZRNZ[PV.VZVWSQ-XZ-VSNSRVM-XSNQ-KRMOPOT-VNQOV.LNT]ZXSXVPQVQOSNVZUZSXOTLKTURMOPQRZ[-\S-VRPQW^SUZWSXYZVPVPS OT\\ZRZT-SN^SUTNSVPSRQ\SRPQW^SOT\SSUSOVZ]S%_PSQLLNT]QWTNXZRQLLNT]QW^KVPSOT\\ZRZT-SNTUQ-QRZ[-\S-VTNQLQNVZQW QRZ[-\S-VTUQRVQVSOT-VNQOVZR-TVNS`MZNSX%_PSUZWZ-[TUQOSNVZUZSXOTLKTUVPSQRZ[-\S-VTNLQNVZQWQRZ[-\S-VYZVPVPS OT\\ZRZT-SNOT\LWSVSRVPSQRZ[-\S-V.LNT]ZXSX.PTYS]SN.ZUVPSOT-VNQOVZRM-XSNOTWQVSNQWQRZ[-\S-VVPSQLLNT]QWTUVPS OT\\ZRZT-SNZRNS`MZNSXQ-XRMOPLSN\ZRZT-RPQW-TV^S[Z]S-M-WSRVPSQRZ[-SSQ[NSSRZ-YNZVZ-[VTQRM\STNVQaSVPSOT-VNQOV RM^bSOVVTVPSNZ[PVRTUQ-KOTWQVSNQWQRZ[-SS%'TNSWZ-`MZRP\S-VTUQLMNOPQRSOT-VNQOVRPQW^SQLLNT]SXM-WSRVPSOTWQVSNQW QRZ[-SSRPQWbTZ-Z-RQZXNSWZ-`MZRP\S-V% c6 'TLQVS-VRPQW^SZRMSXVTQ-KOT-VNQOVPTWXSNTNQRZ[-SSVPSNSVTM-VZWVPSS-VZNS^ZXLNZOSUTNVPSS-VZNSVNQOV^ZX MLT-ZRLQZXZ-UMW.SdOSLVUTNOT-VNQOVRQRZ[-SXYZVPVPSQLLNT]QWTUVPSOT\\ZRZT-SNLNZTNVT/SLVS\^SN&."ef% H6 gqopqrz[-\s-vrpqw^sqoot\lq-zsx^kqussturzdvkxtwqnrhif2%22j% k6 _PS\QZWZ-[QXXNSRTUVPSQRZ[-SSRPQW^SOWSQNWKRPTY-MLT-VPSQRZ[-\S-VQ-XQOTLKTUVPSQRZ[-TNlR LMNOPQRSOT-VNQOVRPQWQOOT\LQ-KVPSQRZ[-\S-V% A6 _PSQRZ[-\S-V\MRVRPTYVPS\QNZVQWRVQVMRTUVPSQRZ[-TNQ-X.ZU\QNZSX.^TVPPMR^Q-XQ-XYZUS\MRVbTZ-Z-VPS SdSOMVZT-TUVPSQRZ[-\S-VYPZOPRZ[-QVMNSR\MRV^SQOa-TYWSX[SXQRZ-VPSOQRSTUOT-]SKQ-OSRTUTVPSNNSQWSRVQVS%!""#"%%&%e'()*+,-."'()*!%/01&%e.2"! m ;6 qzvpvpsot-rs-vtuvpsot\\zrzt-snvpsty-sntuqlmnopqrsot-vnqov\qk\tnv[q[spzrz-vsnsrvz-vpsot-vnqov VT[SVPSNYZVPVPSZ\LNT]S\S-VRMLT-VPSWQ-X^K\SQ-RTUQRZ[-Z-[PZRZ-VSNSRVQROTWQVSNQWRSOMNZVKVTZ-RMNSVPSLQK\S-VTUQ- Z-XS^VSX-SRRLSOZUZSXZ-RQZXQRZ[-\S-V%rLT-QLLNT]QWTURMOPOTWQVSNQWQRZ[-\S-V^KVPSOT\\ZRZT-SN.VPSQRZ[-SSRPQWPQ]SQ WZS-MLT-VPSRQZXZ-VSNSRVRTUVPSQRZ[-TNQ-XVPSNSQUVSN-TOT-VNQOVRTQRZ[-SXRPQW^SVNQ-RUSNSXUNSSQ-XOWSQNSdOSLVQUVSNNSWSQRS TURQZXOTWQVSNQWQRZ[-\S-V% c6 *TWQVSNQWQRZ[-\S-VRRPQW^S\QXST-WKMLT-UTN\RLNSRONZ^SX^KVPSOT\\ZRZT-SN.YPZOPUTN\RRPQW\SSVVPS TVPSNRLSOZUZSXNS`MZNS\S-VRTUWQY% H6 *TWQVSNQWQRZ[-\S-VR\QK^SUTNSOWTRSX^KVPSQRZ[-SSZ-VPS\Q--SNLNT]ZXSX^KWQYUTNVPSUTNSOWTRMNSTU \TNV[Q[SRT-NSQWSRVQVSQ-XVPSLMNOPQRSNQVRMOPUTNSOWTRMNSRQWSRPQW.ZUTVPSNYZRS`MQWZUZSXVTLMNOPQRSRVQVSVNMRVWQ-X.^SS-VZVWSX VTVPSLMNOPQRSOT-VNQOVQ-XVPSZ\LNT]S\S-VRWTOQVSXMLT-VPSWQ-XRM^bSOVVTLNZTNOTWQVSNQWQRZ[-\S-VR.ZUQ-KVPSNS^S%!""#"%%&%f'()*+,-."'()*!%/01&%f.2"! s ;6 v-vpss]s-vvpslmnopqrsnrpqwuqzwvtot\lwkyzvpvpsvsn\rq-xot-xzvzt-rtuot-vnqovtulmnopqrsvps OT\\ZRZT-SN\QK.QVPZRTLVZT-.XSOWQNSQUTNUSZVMNSTURMOPOT-VNQOVQUVSNVPZNVKh!2jXQKRl-TVZOS[Z]S-QRLNT]ZXSXM-XSN/SOVZT-"+ w+e2'(/)"wx.m-wsrvpslmnopqrsnrpqwot\lwkyzvpvpsxs\q-xr\qxsz-rmop-tvzosz-ypzopoqrsoq-oswqvzt-rpqw-tv^s \QXS%)LMNOPQRSN\QKOT-RS-VVTVPSOQ-OSWQVZT-^KYQZ]SNTU-TVZOSTUZ-VS-VZT-VTOQ-OSW% c6 0QVSZ-VSNSRVLQK\S-VRRPQW^SQNZ-VSNSRVQVVPSNQVSTUT-SLSNOS-VLSN\T-VPM-VZWLQZX% H6 v-oqrstuutnuszvmnsqw\t-zsrvpsnsvtutnslqzxm-xsnq-krmopot-vnqov.vt[svpsnyzvpz\lnt]s\s-vrmlt-vps WQ-X.RPQWNS\QZ-Q-X^SOT\SVPSLNTLSNVKTUVPSRVQVSTU'SY(SdZOT% k6 )-KOT-VNQOVSdSOMVSX^KVPSOT\\ZRZT-SNYPZOPPQR^SS-T^VQZ-SX^KUNQMXTNSdSOMVSXVPNTM[P\ZRVQaS.TN YZVPTMVQMVPTNZVKQVWQY.\QK^SOQ-OSWSXQUVSNVPZNVKh!2jXQKRl-TVZOS^KNS[ZRVSNSX\QZWMLT-TNXSNVTRPTYOQMRSQRLNT]ZXSX^K /SOVZT-"+w+x'(/)"wx%!""#"%%&%w'()*+,-."'()*!%/01&%w.2"! y HCF?BzcC?kn;?k<J_PSNMWSRQLLWZOQ^WSVTVPSRQWSTUTVPSNWQ-XRQNS[S-SNQWKQLLWZOQ^WSVTVPSRQWSTU OTM-VK^T-XWQ-XR%!""#"%%&%x'()*+,-."'()*!%/01&%x.2"! {;BAGG=>IB<J ;6 qqvsn SNVZ-S-VVTvNZ[QVSX0Q-X%qQVSNMRSXT-RVQVSVNMRVWQ-XQ-XVPSNZ[PVVTMRSRQ\SMLT-RQZXWQ-XRPQW -S]SN^SRS]SNSXTNVNQ-RUSNSXUNT\VPSWQ-XYZVPTMVVPSYNZVS-OT-RS-VTUVPSOT\\ZRZT-SN%}SOQMRSVZVWSVTWQ-XRM-XSNLMNOPQRS OT-VNQOVNS\QZ-RZ-VPSRVQVSTU'SY(SdZOTM-VZWVPSWQ-XZRLQZXUTNQ-XQLQVS-VZRZRMSX.VPSYNZVS-LSN\ZRZT-TUVPSOT\\ZRZT-SN \MRV^SRSOMNSXZ-TNXSNVTVNQ-RUSNTNRS]SNYQVSNNZ[PVRUNT\VPSWQ-XRM-XSNLMNOPQRSOT-VNQOV% c6 SN\ZRZT-VT_NQ-RUSN%)-KLMNOPQRSOT-VNQOVPTWXSNXSRZNZ-[VTQLLWKUTNLSN\ZRZT-VTOPQ-[SVPSMRSTUYQVSN UNT\RVQVSVNMRVWQ-XRVTTVPSNWQ-XR.Z-OWMXZ-[TVPSNRVQVSVNMRVWQ-XR^MV-TVSdOWMXZ-[LNZ]QVSWKTY-SXWQ-XR#TNVTOPQ-[SVPS\SVPTX TUMRSTURMOPYQVSN#TNVTOPQ-[SVPSWTOQVZT-TUQYSW#TNVTOPQ-[SVPSLTZ-VTUXZ]SNRZT-TURMNUQOSYQVSNRUNT\Q-KRVNSQ\TN QNTKTRPQWOT\LWKYZVP"%%'()*%!""#"%%&%"'()*+,-."'()*!%/01&%".2"!