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Home My WebLink AboutCOUNCIL - AGENDA ITEM - 11/02/2021 - ITEMS RELATING TO THE PURCHASE AND SALE AGREEMENT Agenda Item 6 Item # 6 Page 1 AGENDA ITEM SUMMARY November 2, 2021 City Council STAFF Sue Beck-Ferkiss, Social Policy and Housing Programs Manager Ingrid Decker, Legal SUBJECT Items Relating to the Purchase and Sale Agreement for City Owned Land at 3620 Kechter Road. EXECUTIVE SUMMARY A. Second Reading of Ordinance No. 137, 2021, Declaring Certain City-Owned Property at 3620 Kechter Road as Road Right-of-Way. B. Second Reading of Ordinance No. 138, 2021, Authorizing the Conveyance of City-Owned Property at 3620 Kechter Road to Kechter TWG, LLLP. This Ordinance, unanimously adopted on First Reading on October 19, 2021, dedicates as right-of-way a two- foot strip of land on a parcel of City property at 3620 Kechter Road that is already being used for a public sidewalk, and to authorize conveyance of the 5-acre parcel to Kechter TWG, LLLP (TWG). The City purchased this property in 2002 as part of the Affordable Housing Land Bank program. Since its purchase, the City has leased this 5-acre property for residential/horse uses. This sale will result in the development of 54 permanently affordable for-sale townhomes. This project furthers Council’s long stated priorities for affordable and achievable housing. The Council Finance Committee heard this item at their March 2021 meeting and indicated support for the sale of this property for $25,000. STAFF RECOMMENDATION Staff recommends adoption of both Ordinances on Second Reading. ATTACHMENTS 1. First Reading Agenda Item Summary, October 19, 2021 (w/o attachments) (PDF) 2. Ordinance No. 137, 2021 (PDF) 3. Ordinance No. 138, 2021 (PDF) Agenda Item 11 Item # 11 Page 1 AGENDA ITEM SUMMARY October 19, 2021 City Council STAFF Sue Beck-Ferkiss, Social Policy and Housing Programs Manager Ingrid Decker, Legal SUBJECT Items Relating to the Purchase and Sale Agreement for City Owned Land at 3620 Kechter Road. EXECUTIVE SUMMARY A.First Reading of Ordinance No. 137, 2021, Declaring Certain City-Owned Property at 3620 Kechter Road as Road Right-of-Way. B.First Reading of Ordinance No. 138, 2021, Authorizing the Conveyance of City-Owned Property at 3620 Kechter Road to Kechter TWG, LLLP. The purpose of these two ordinances is to dedicate as right-of-way a two-foot strip of land on a parcel of City property at 3620 Kechter Road that is already being used for a public sidewalk, and to authorize conveyance of the 5-acre parcel to Kechter TWG, LLLP (TWG). The City purchased this property in 2002 as part of the Affordable Housing Land Bank program. Since its purchase, the City has leased this 5-acre property for residential/horse uses. This sale will result in the development of 54 permanently affordable for-sale townhomes. This project furthers Council’s long stated priorities for affordable and achievable housing. The Council Finance Committee heard this item at their March 2021 meeting and indicated support for the sale of this property for $25,000. STAFF RECOMMENDATION Staff recommends adoption of both Ordinances on First Reading. BACKGROUND / DISCUSSION Land Bank Program The Land Bank Program is the City’s only long-term affordable housing development incentive. Most incentives are tied to specific projects, but this program aims to set aside land for future affordable housing developments. The program was created in 2001 to enable the City to acquire, hold and sell real property to assist housing providers in providing permanently affordable rental and homeownership housing. Acquiring and holding property through the Land Bank locks in land values at current prices with an expectation of appreciation over time. When a Land Bank property is ready for development, the appreciation of the property’s value from the time of purchase allows the City to sell the land for less than fair market value. This “discounted” sale price functions as a subsidy for affordable housing developments that would otherwise pay market prices for land. The Land Bank also preserves locations for the future to ensure that affordable housing will be well distributed throughout the City. City Code requires the proceeds of the sale of land bank parcels to be used to buy more land for future affordable housing development. There is no minimum sales price required, however, City Code does set a maximum sales price of 90% of fair market value for Land Bank parcels. The Land Bank Program has purchased a total of six properties since its creation in 2001. One land bank parcel ATTACHMENT 1 Agenda Item 11 Item # 11 Page 2 has been sold to date. In 2016, the Horsetooth parcel was sold to Housing Catalyst and has since been developed into 96 affordable rental apartments. The Land Bank currently holds five parcels, including 3620 Kechter. (Attachments 1 and 2) In 2017, following the successful deployment of the Horsetooth parcel, Council established a priority to issue a Request for Proposals (RFP) for a home ownership development project on another Land Bank parcel. Staff determined the Kechter parcel to be appropriate for home ownership and had it appraised, conducted a historic review and compiled file documents that would be relevant to the sale process. Staff proceeded to issue an RFP in 2018 for the sale of the Kechter parcel. Only one response was received, so a second RFP was issued in 2019. Three responses were received. TWG, a for-profit developer out of Indiana, was selected. The City entered into an Exclusive Negotiating Agreement for the Kechter Townhomes project in 2019. The project is mostly through the development review process and a Hearing Officer approved the project in March 2021. To support the successful deployment of the Kechter parcel, a development partnership was created consisting of:  Housing Catalyst (HC) - Provides local technical assistance and tax abatement  Elevations Community Land Trust (ECLT) - A community land trust partner and eventual owner of the developed property  TWG - The developer and builder of the townhome community  The City of Fort Collins - The seller of the land Financial feasibility of Kechter Townhomes The partners worked together to determine project feasibility. It was quickly determined that a substantial subsidy would be required to build and offer townhomes at affordable sales prices - in the range of $257,000 to $285,000 depending on size. Beyond the subsidy pledged by ECLT and tax abatement provided by HC, the parties determined that additional subsidy would be required to meet the goal of affordable ownership in perpetuity. The City would need to donate most of the value of the land ($1,175,000) and the Colorado Division of Housing approved additional subsidy for the project. Therefore, staff is recommending a sale price of $25,000 for this land. Both the Division of Housing and ECLT are providing more than their typical subsidy because this project will deliver permanently affordable home ownership units. Habitat for Humanity has been the primary developer of affordable home ownership product in Fort Collins and the City has provided between $40,000 and $74,500 in cash subsidy per unit for those homes. For Kechter Townhomes, the City’s contribution is only the value of the land and equates to $21,759 per unit. These townhomes will also be affordable in perpetuity through the land trust coupled with covenants and deed restrictions, whereas a typical deed restricted unit is restricted for 20 Agenda Item 11 Item # 11 Page 3 years. Kechter Townhomes will be the City’s first permanently affordable home ownership project. Summary of Subsidy Investor Per Unit Typical Subsidy Amount Total subsidy Elevations Community Land Trust (cash) $48,500 $30,000 $2,619,000 Division of Housing (cash) $27,500 $15,000 $1,485,000 City of Fort Collins (in kind - land value) $21,759 $38,970 - all units ($50,000 - for-sale units only) $1,175,000 $97,759 Total subsidy per unit $5.28 million Total subsidy Upon construction of the development, TWG will sell the property, including the finished homes, to ECLT which will retain the land, sell the homes to qualified buyers with a 99-year land lease, provide subsidy and steward this affordable housing community in perpetuity. The City will be selling the land, but because this community will be permanently affordable with the land held by ECLT, the land remains a community asset even after the sale. Permanent Affordability The City Code requires that any sale of a land bank parcel to a housing provider be made subject to a deed restriction, covenant, or other instrument that will run with the title to the property and: 1) obligate the housing provider to begin developing all housing within 24 months of acquiring the land, and to obtain building permits within 48 months; and 2) limit the use of the property to affordable housing. The partners, staff and the City Attorney’s Office have prepared important legal documents related to the title to this parcel including a completed Purchase and Sale Agreement (Agreement), a copy of which is attached as Exhibit B to the Ordinance, and a draft Covenant and Promissory Note and Deed of Trust. (The Agreement was made contingent on Council adoption. If Council decides not to authorize the sale of the property, the Agreement would be terminated.) Specific terms of the Agreement pertinent to this project, including those that refer to the Covenant and Deed of Trust that will let the City enforce long-term affordability requirements, are as follows: 1. The purchase price of the property is $25,000. 2. The use of the property will be limited by a Covenant requiring the following: a. Use of the property shall be restricted to for-sale housing for households at or below 80% AMI for Fort Collins who qualify financially as eligible buyers. The City must be notified each time an individual unit is sold. b. TWG will be required to commence development within 24 months of closing and shall obtain building permits for the construction of all such housing units within 48 months of closing. c. If building permits are not obtained within the required time frame, or if the property or a unit is not used for affordable housing, the City may enforce the covenant through an injunction or an action for specific performance. d. The Covenant will be in a superior position on the title to the property so that it cannot be eliminated by Agenda Item 11 Item # 11 Page 4 a foreclosure. The Covenant can only be enforced through an injunction or legal action for specific performance, not by a seizure or foreclosure of the property. 3. The use of the property will also be limited by a Promissory Note and Deed of Trust securing the financial value of the City’s contribution to the project through the below-market conveyance of the property and requiring compliance with the affordability and notice provisions of the Covenant. The Deed of Trust would be for a term of fifty years and subordinate to the primary loan on the property. If the property owner ever fails to comply with the terms of the Deed of Trust, the City could foreclose on the property. To do so, it would have to assume or pay off the primary loan on the property. 4. Development Process a. TWG shall prepare all plans and submittals necessary to present a complete Project Development Plan (“PDP”). TWG is responsible for all development applications and for paying all related fees required by the development review process. The City shall cooperate with TWG in its pursuit of any approvals and permits, including the granting of easement and encroachment permits necessary for the development. b. TWG is solely responsible for all expenses incurred in preparing for the development of the Property and the City shall have no obligation to reimburse, share in, or assist TWG in covering any costs incurred by TWG under the Agreement. 5. The City’s sale of the property to TWG is contingent upon: a. TWG obtaining all required regulatory approvals for the Development. b. TWG providing proof reasonably satisfactory to the City that TWG can obtain the necessary financing to construct the development according to the approved Project Development Plan, including a signed purchase and sale agreement between itself and Elevation Community Land Trust, and a complete financing plan showing funds committed to meet all project development needs. c. Final agreement by the City and TWG on the Covenant, Promissory Note and Deed of Trust; and d. Council authorization of the sale of the property to TWG by ordinance by December 31, 2021. If Council does not adopt an ordinance authorizing sale of the property by December 31, 2021, the Agreement will automatically terminate. Right of Way There is an existing sidewalk on the south edge of the Kechter Road land bank property that is not entirely within the current right-of-way for Kechter Road. Because the City is the seller of this land but not the developer, an issue has arisen about the best way to ensure the City creates and retains the additional needed right-of-way in this transaction. Staff recommends that, by separate Ordinance, before sale of this parcel, the City declare as right-of-way a 2-foot strip of land along Kechter Road that will then be shown on the plat of the development. The City would then convey the property to TWG subject to the expanded right of way. This removes the need to show any additional dedications of rights-of-way on the final plat for this project and ensures that the right-of- way is created even if the City does not convey the property. CITY FINANCIAL IMPACTS The City will receive $25,000 for the sale of this parcel and will no longer show ownership of the property in our financial records. Agenda Item 11 Item # 11 Page 5 BOARD / COMMISSION RECOMMENDATION Affordable Housing Board recommends the sale of this parcel. Council Finance Committee recommends the sale of this parcel for $25,000. (Attachment 3 and 4) PUBLIC OUTREACH The Affordable Housing Board and Council Finance Committee meetings were noticed and open to the public. Kechter Townhomes had a neighborhood meeting and a public hearing on the development application. ATTACHMENTS 1. Land Bank Properties (PDF) 2. Location Map (PDF) 3. Council Finance Committee Minutes- Excerpt (PDF) 4. Affordable Housing Board Minutes - Excerpt (PDF) 5. Triple Bottom Line Scan (PDF) 6. Powerpoint Presentation (PDF) -1- ORDINANCE NO. 137, 2021 OF THE COUNCIL OF THE CITY OF FORT COLLINS DECLARING CERTAIN CITY-OWNED PROPERTY AT 3620 KECHTER ROAD AS ROAD RIGHT-OF-WAY WHEREAS, the City owns five acres of property at 3620 Kechter Road in southeast Fort Collins (the “City Property”) as part of the City’s Affordable Housing Land Bank Program; and WHEREAS, there is an existing sidewalk on the south edge of the City Property that is not entirely within the current right-of-way of Kechter Road; and WHEREAS, City staff has recommended that the City Council declare an additional two- foot-wide strip of the City Property along Kechter Road, totaling approximately 699 square feet (.016 acres), as road right-of-way to accommodate the sidewalk; and WHEREAS, the proposed right-of-way is described on Exhibit “A” attached and incorporated herein by reference; and WHEREAS, converting a piece of property owned by the City in fee simple to right-of- way is tantamount to a conveyance of an interest in the property, as doing so creates certain public rights in the property that would not otherwise exist on City-owned property; and WHEREAS, Section 23-111 of the City Code authorizes the City Council to sell, convey or otherwise dispose of any interests in real property owned by the City, provided the City Council first finds, by ordinance, that such sale or other disposition is in the best interest of the City; and WHEREAS, the City Council determines that converting 699 square feet of the City Property to right-of-way to place the sidewalk entirely within a public right-of-way is in the best interests of the City. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby declares that the real property described on Exhibit “A” shall constitute right-of-way for Kechter Road and related improvements, including without limitation public utilities, pedestrian, transit and bicycle access and improvements, landscaping, and such other related purposes as may now or in the future be determined appropriate, and hereby finds that such declaration is in the best interest of the City. Section 3. That the City Clerk shall cause this Ordinance to be recorded in the real property records of the Larimer County Clerk and Recorder’s office once the Ordinance becomes effective in accordance with Article II Section 7 of the City Charter. -2- Introduced, considered favorably on first reading, and ordered published this 19th day of October, A.D. 2021, and to be presented for final passage on the 2nd day of November, A.D. 2021. __________________________________ Mayor ATTEST: _______________________________ Interim City Clerk Passed and adopted on final reading on the 2nd day of November, A.D. 2021. __________________________________ Mayor ATTEST: _______________________________ Interim City Clerk EXHIBIT A -1- ORDINANCE NO. 138, 2021 OF THE COUNCIL OF THE CITY OF FORT COLLINS AUTHORIZING THE CONVEYANCE OF CITY-OWNED PROPERTY AT 3620 KECHTER ROAD TO KECHTER TWG, LLLP WHEREAS, the City is the owner of the real property located at 1506 Kechter Road, Fort Collins, Colorado, as more particularly described on Exhibit “A”, attached and incorporated herein by reference (the “Property”); and WHEREAS, the City purchased the Property in 2002 as part of the Affordable Housing Land Bank Program (the “Program”) pursuant to Article XIII of Chapter 23 of the City Code; and WHEREAS, the purpose of the Program is to help affordable housing providers secure sites for future affordable housing development throughout the City by purchasing sites that will likely appreciate in the future while they are less expensive, and holding them for five to fifteen years; and WHEREAS, on April 5, 2016, the City Council adopted Ordinance No 034, 2016, which amended Section 23-354 of the City Code to provide flexibility in income targets for the land bank program and facilitate the first sale and development of a land bank parcel on Horsetooth Road for rental housing; and WHEREAS, in 2016 the City Council also directed City staff to conduct a comprehensive review of the land bank program and recommend updates, and on March 6, 2018, the City Council adopted Ordinance No. 037, 2018, making numerous updates to the land bank provisions of the City Code; and WHEREAS, in 2018 City staff issued a request for proposals (“RFP”) for the Property for development as an affordable home-ownership project, but only one response was received; so a second RFP was issued in 2019 and from the responses to that RFP TWG Development, LLC, a developer from Indiana (“TWG”), was selected and entered into an exclusive negotiating agreement with the City for the Kechter Townhomes project (the “Project”); and WHEREAS, TWG proposes acquiring the property through Kechter TWG, LLLP, building the Project and then selling the property and finished homes to Elevation Community Land Trust (“ECLT”), which would retain the land and sell the homes to qualified buyers with a 99-year land lease for the parcels under their homes, providing subsidy and stewardship for the Project in perpetuity; and WHEREAS, a City Hearing Officer approved the development plans for the Project in March, 2021; and WHEREAS, on April 21, 2021, the City Council adopted Ordinance No. 045, 2021, making further amendments to Section 23-354 of the City Code to remove the City’s right of reverter as a remedy if a purchaser of a land bank parcel fails to comply with the City’s -2- affordability requirements, and instead allow project-by-project flexibility in the methods used to protect the City’s interest in maintaining the affordability of such properties; and WHEREAS, the current City Code requirements for how the City can dispose of Program properties, include: • Any sale shall be to a housing provider legally bound to the City to provide “affordable housing”, with homeownership housing restricted to households at or below 80% of the area median income for Fort Collins (“AMI”); • Program properties shall not be sold for land speculation or appreciation, for the development of market rate housing, or for the development of nonresidential uses, unless the City requests it; • The City's conveyance of land to a housing provider shall be made subject to a deed restriction, covenant or other instrument obligating the housing provider to commence development of all housing within 24 months of having acquired the land and to obtain building permits for the construction of all such housing units within 48 months; • The property shall also be made subject to a deed restriction, covenant or other instrument limiting the use of the property to affordable housing and requiring, to the greatest extent feasible, that all subsequent owners of such property must continue to use such property for affordable housing. If the property is ever not so used, then the City will be entitled to pursue the remedies described in such instruments; • The land must be sold at no more than 90% of its fair market value as determined by the City; and • Proceeds from the sale of Program property must be used for further land acquisition; and WHEREAS, the City and TWG have negotiated and entered into an Agreement of Purchase and Sale of Real Property for the Property, a copy of which is attached hereto as Exhibit “B” and incorporated herein by reference (the “Agreement”); and WHEREAS, the Agreement is contingent on the City Council authorizing the conveyance of the Property by ordinance by December 31, 2021, and if the Council does not do so the Agreement will terminate; and WHEREAS, under the Agreement TWG would pay the City $25,000 for the Property; and WHEREAS, use of the Property would be limited by a covenant restricting it to for-sale housing for households at or below 80% AMI for Fort Collins who qualify financially as eligible buyers, and the City must be notified each time an individual unit is sold; and WHEREAS, the covenant would also require TWG to commence development within 24 months of closing and to obtain building permits for the construction of all such housing units within 48 months of closing; and if building permits are not obtained within the required time frame, or if the property or a unit is not used for affordable housing, the City could enforce the covenant through an injunction or an action for specific performance; and WHEREAS, use of the Property would also be limited by a promissory note and deed of trust securing for fifty years the financial value ($1,175,000) of the City’s contribution to the -3- Project through the below-market conveyance of the Property and requiring compliance with the affordability requirements of the covenant; and WHEREAS, if the Property owner fails to comply with the terms of the deed of trust the City could foreclose on the Property, although to do so it would have to assume or pay off the owner’s primary loan on the Property; and WHEREAS, the City’s obligation to close on the conveyance of the Property under the Agreement is contingent on TWG obtaining all required regulatory approvals for the Project and providing proof to the City that it can obtain the necessary financing to construct the Project according to the approved Project Development Plan, including a signed purchase and sale agreement between itself and Elevation Community Land Trust; and WHEREAS, Section 23-111(a) of the City Code provides that the City Council is authorized to sell, convey or otherwise dispose of real property owned by the City, provided the Council first finds by ordinance that such sale or other disposition is in the best interests of the City. NOW, THEREFORE, BE IT ORDAINED BY THE COUNCIL OF THE CITY OF FORT COLLINS as follows: Section 1. That the City Council hereby makes and adopts the determinations and findings contained in the recitals set forth above. Section 2. That the City Council hereby finds that the conveyance of the Property to Kechter TWG, LLLP as described herein is in the best interests of the City. Section 3. That the Mayor is hereby authorized, upon satisfaction of all contingencies in the Agreement, to execute a special warranty deed conveying title to the Property to TWG in substantially the form attached to the Agreement as Exhibit “B”, along with such additional or modified terms and conditions as the Interim City manager may, in consultation with the City Attorney, determine are necessary and appropriate to protect the interests of the City or effectuate the purposes of this Resolution. Section 4. That the Interim City Manager or their designee is hereby authorized to execute any other documents related this transaction as may be necessary and appropriate to protect the interests of the City or effectuate the purposes of this Resolution, in a form reasonably acceptable to the City. Introduced, considered favorably on first reading, and ordered published this 19th day of October, A.D. 2021 and to be presented for final passage on the 2nd day of November, A.D. 2021. -4- __________________________________ Mayor ATTEST: _____________________________ Interim City Clerk Passed and adopted on final reading on this 2nd day of November, A.D. 2021 __________________________________ Mayor ATTEST: _____________________________ Interim City Clerk EXHIBIT A Property Legal Description A TRACT OF LAND SITUATE IN THE SE 1/4 OF SECTION 4, TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE 6TH P.M., COUNTY OF LARIMER, STATE OF COLORADO, WHICH, CONSIDERING THE EAST LINE OF SAID SE 1/4 AS BEARING S 03 DEGREES 37’ 29” E AND WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO, IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE S 1/4 CORNER OF SAID SECTION 4 AND RUN THENCE N 03 DEGREES 20’ W, 624.68 FEET; THENCE EAST 349.25 FEET; THENCE S 03 DEGREES 20’ E, 624.68 FEET; THENCE WEST 349.25 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION AS CONTAINED IN DEED OF DEDICATION RECORDED MARCH 23, 1977 IN BOOK 1757 AT PAGE 702 AND RE-RECORDED OCTOBER 5, 2021 AT RECEPTION NO. 20120069971 Also known as 3620 Kechter Road (CO RD 36), Fort Collins, CO 80528 Final 10/4/2021 AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY City Sale of 3620 Kechter Road THIS AGREEMENT is made and entered into this [date]________________ (the “Effective Date”), by and between KECHTER TWG, LLLP, a Colorado limited liability limited partnership (“Purchaser”), and THE CITY OF FORT COLLINS, COLORADO, a municipal corporation, (“City”). RECITALS: A.On April 17, 2001, the Fort Collins City Council adopted Ordinance No. 048, 2001, establishing the City’s Land Bank Program at Article XI of Chapter 23 of the City Code (the “Land Bank Ordinance”). The purpose of the Land Bank Program is to help affordable housing providers secure sites for future affordable housing development throughout the City by purchasing sites that would likely appreciate in the future while they were less expensive, and holding them for five to fifteen years. B.In January 2019, based on the City Council’s expressed interest in developing another of the City’s Land Bank properties, the City issued a Request for Proposals to find a qualified development team to construct an affordable housing development on the Land Bank property on Kechter Road in accordance with the requirements of the Land Bank Ordinance, and ultimately selected Purchaser. C.Purchaser proposes constructing a townhome community that would be owner- occupied and restricted to households earning 80% of the area median income (AMI) or less (the “Development”). The Development would include a minimum of fifty (50) townhome units, though the parties intend that Purchaser will construct as many units as are possible under the City’s Land Use Code and allowing for site specific requirements. D. Upon completion of the Development, Purchaser intends to sell the Property to ECLT Kechter Commons, LLC, or another buyer reasonably acceptable to the City (“Owner.”) E.Purchaser has completed a Feasibility Analysis, preliminary design for cost estimates, and a market study. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to be legally bound whereby City agrees to convey to Purchaser, and Purchaser agrees to acquire from City, the Property, on the terms and conditions set forth in this Agreement. 1.Description of Property. The real property which is the subject matter of this Agreement consists of a parcel of real property located in Larimer County, Colorado, which is legally described on Exhibit A, consisting of one page, attached hereto and incorporated herein by reference (the “Property”). Unless reserved by the City as described below, the Property EXHIBIT B Final 10/4/2021 - 2 - includes all improvements located thereon and all of City’s rights, title and interest in and to all appurtenances thereto, including but not limited to the following: A. Appurtenances Generally. The Property shall include any fences, buildings, landscaping, and other improvements now located thereon, including all fixtures of a permanent nature. In addition, the Property shall include all of the City’s right, title and interest in and to easements, future interests and rights to the same belonging and inuring to the benefit of the Property, and in and to all strips and gores of land lying between the Property and adjoining property or streets, roads or highways, open or proposed. B. Taps. All water taps, gas taps, and sewer taps belonging or in any way appertaining to the Property. C. Mineral Rights. Any and all interests in all minerals, ores, and metals of any kind and character, and all coal, asphaltum, oil, gas, or other like substances including sand and gravel, and all geothermal resources in, on, or under the Property and all other mineral rights as are owned by City at the time of this Agreement. D. Water Rights. The Seller is not conveying any water rights with the Property. The Seller reserves unto itself any and all water rights that may be associated with the Property including but not limited to .15 shares in the Larimer County Canal No. 2 Irrigating Company (Stock Certificate No. 1785) and .375 shares in the Warren Lake Reservoir Company (Stock Certificate No. 491). 2. Method of Conveyance. A. Form of Deed. City will convey the Property to Purchaser at Closing, as defined in paragraph 12 below, by special warranty deed in substantially the form attached as Exhibit B. The personal property portion of the Property, if any, shall be transferred to Purchaser by City at Closing by bill of sale or other appropriate transfer document, free and clear of all liens and encumbrances. B. Covenant. Pursuant to Section 23-354 of the Code of the City of Fort Collins, the use of the property shall be limited by a covenant requiring the following (the “Covenant”): (1) Use of the Property shall be permanently restricted to affordable homeownership housing for households at or below 80% of the AMI for Fort Collins. (2) Purchaser shall commence development of all housing within 24 months of Closing and shall obtain building permits for the construction of all such housing units EXHIBIT B Final 10/4/2021 - 3 - within 48 months of Closing, unless otherwise agreed by the City Manager in accordance with Section 23-354 of the City Code upon a finding that Purchaser has exerted a good faith and diligent effort in pursuing the Development but has suffered delays caused by unforeseen circumstances not reasonably within the control of Purchaser. (3) The Covenant shall run with the land and shall not be subordinated to other encumbrances on the Property, but shall be subject to the agreements therein and in the Deed of Trust securing the Covenant for the benefit of lenders encumbering the Property. C. Reservations by City. City may reserve to itself the following interests: (1) A two-foot road right-of-way as described on Exhibit C, attached and incorporated herein by reference; and (2) A utility easement as described on Exhibit D, attached and incorporated herein by reference. 3. Purchase Price. The total purchase price of the Property will be Twenty Five Thousand Dollars ($25,000). The purchase price will be payable by Purchaser to City as follows: A. Earnest Money. No earnest money deposit is required in connection with this transaction, the mutuality of the promises of the parties hereto being deemed adequate consideration. B. Financial Consideration. Financial consideration in the amount of Twenty Five Thousand Dollars ($25,000.00), including all closing costs and customary prorations, will be payable by Purchaser to City in immediately available funds at Closing. C. Performance Loan. The parties acknowledge that the estimated current fair market value of the Property unrestricted by the Covenant described in 2.B above and the deed of trust described in this 3.C below is $1,200,000. The difference between the Purchase Price and the estimated unrestricted fair market value of the Property in the amount of $1,175,000 will be secured by a promissory note and deed of trust from Purchaser upon which Seller shall be entitled to foreclose in the event of a default of the Covenant. Upon Purchaser’s sale of the Property to Owner, Purchaser shall assign to Owner the Purchaser’s obligations under such note and deed of trust. 4. Title Insurance. A. Within fifteen (15) calendar days following the Effective Date, City will provide to Purchaser a Title Insurance Commitment (the “Title EXHIBIT B Final 10/4/2021 - 4 - Commitment”) from First American Title Insurance Company, 211 N. Pennsylvania Street, Suite 1250, Indianapolis, IN 46204, Attention: Monica Chaves (“Title Company”). The Title Commitment must show title to the Property in City, subject only to those exceptions shown on Schedule B-2 to the Title Commitment that are acceptable to Purchaser. City is responsible for the cost of the Title Commitment and Title Insurance. B. If the Title Commitment discloses title defects unsatisfactory to Purchaser and subject to which Purchaser need not take title, Purchaser may give City written notice of such defects by the date ten (10) calendar days after Purchaser’s receipt of the Title Commitment, and no later than ten (10) calendar days after notice of any title change. City must attempt in good faith to cure such defects prior to the date of Closing, at its expense, without in any other manner affecting the terms of this Agreement. C. If any instrument or deposit is necessary in order to correct a defect in or objection to title, the following apply: (1) Any instrument will be in a form and contain terms and conditions Title Company may reasonably require so as to be sufficiently satisfied and omit such defects or objection. (2) Any deposit will be made with Title Company. (3) City agrees to execute, acknowledge and deliver any required instrument and to make any required deposit. D. If Title Company refuses to omit any title defect or objection prior to Closing, then Purchaser, at its election, has the right to: (1) accept such title as City is able to convey, without any reduction of the purchase price; or (2) rescind this Agreement and, upon such rescission, this Agreement will be null and void and of no further effect, and all parties to this Agreement will be released from all obligations hereunder. E. If City is unable to convey title as provided in this paragraph 4 to Purchaser due to an act or omission of City that is within the authority of City’s City Manager, City is in default and continues to be liable under this Agreement. F. Notwithstanding the foregoing, EXHIBIT B Final 10/4/2021 - 5 - (1) any title condition consisting of monetary liens, deeds of trust or other financial encumbrances against the Property must be removed by City at or prior to Closing, and City’s failure to cause the removal of the same will constitute a default by City under this Agreement; and (2) in the event City fails to cause the removal of a financial encumbrance against the Property prior to Closing, Purchaser has the right to pay amounts required to do so at Closing, and to receive a credit for such payment against the Purchase Price. 5. Legal Description. The parties each acknowledge that a legal description of the Property is attached to and incorporated by reference into this Agreement, and each acknowledges having received a copy of any such description. The parties agree that it is their intent that the referenced legal description describes the Property except as otherwise expressly provided, and agree to work in good faith and cooperatively to correct technical errors that any such legal description is determined to contain. 6. Special Taxing Districts. Special taxing districts may be subject to general obligation indebtedness that is paid by revenues produced from annual tax levies on the taxable property within such districts. Property owners in such districts may be placed at risk for increased mill levies and excessive tax burdens to support the servicing of such debt where circumstances arise resulting in the inability of such a district to discharge such indebtedness without such an increase in mill levies. Purchaser should investigate the debt financing requirements of the authorized general obligation indebtedness of such districts, existing mill levies of such district servicing such indebtedness, and the potential for an increase in such mill levies. 7. Maintenance of the Property/Title. City must keep, or cause to be kept, the Property in its condition as of the Effective Date until Closing, subject to normal wear-and-tear and seasonal changes, and agrees not to commit or permit waste thereon. City must not cause or permit new liens, easements or other encumbrances on the title to the Property, except as expressly agreed by Purchaser in writing. 8. Representations of City. Based on a reasonable inquiry within City’s municipal organization on behalf of City’s City Manager, City represents and warrants to the best of City’s knowledge, as of the Effective Date and as of the Closing, as follows: A. There is no litigation proceeding, including but not limited to any eminent domain proceeding, pending (or to City’s knowledge threatened) against or relating to any part of the Property, nor does City know of or have reasonable grounds to know of any basis for any such action. B. City has not received notice of, and to the best of City’s knowledge, there are no violations of any laws, orders, regulations or requirements of any EXHIBIT B Final 10/4/2021 - 6 - governmental authority affecting the Property or any part thereof. C. City has the unconditional right and power, subject to the contingencies described in paragraph 28, to execute and deliver this Agreement and to consummate the transaction(s) contemplated by this Agreement. D. City has not received notice of default or breach by City of any of the covenants, conditions, restrictions, rights-of-way or easements affecting the Property or any portion thereof; no default or breach now exists or will exist on the date of Closing; and no event or condition has occurred and is continuing that, with or without notice and/or the passage of time, will constitute such a default or breach. E. City represents that it has provided to Purchaser all environmental reports and, to the extent permitted by law, any other documentation in City’s possession related to City’s ownership of the Property. 9. Condition of the Property. A. Purchaser acknowledges and agrees that except as specifically set forth elsewhere in this Agreement, City has not made, and does not make, any representations, warranties, promises, covenants or agreements of any kind or nature, whether express or implied, oral or written, concerning or with respect to: (1) the value, nature, quality or condition of the Property; (2) suitability of the Property for any uses contemplated by Purchaser; or (3) compliance of or by the Property or its operation with any laws, rules, ordinances or regulations of any applicable governmental authority, including, without limitation, any such laws, rules ordinances or regulations concerning environmental protection, pollution or land use. B. By closing, Purchaser will be acknowledging that Purchaser has been given the opportunity to inspect the Property, and that with the exception of any representations or warranties specifically set forth in this Agreement, Purchaser is relying solely on its own investigation of the Property. Purchaser furthermore acknowledges that its acquisition of the Property shall be on an “AS IS basis” without further improvement or remediation by City, and any claims against City in connection with any representations or warranties (except those specifically set forth elsewhere in this Agreement and except any warranties of title contained in the deed to be delivered at Closing) are hereby released and waived by Purchaser. EXHIBIT B Final 10/4/2021 - 7 - 10. Inspection. Purchaser or any designee of Purchaser has the right to make inspections of the physical condition of the Property and the improvements located thereon at Purchaser's expense. These inspections may include, but are not limited to, environmental assessments and inspections regarding compliance with any building or fire code, environmental protection, pollution or land use or zoning laws, rules or regulations, including, but not limited to any laws relating to the disposal or existence of any hazardous substance or other regulated substance in or on the Property. If Purchaser does not provide to City written notice of any unsatisfactory condition, as determined at Purchaser's sole discretion, signed by an authorized representative of Purchaser, at least thirty (30) days prior to Closing, Purchaser waives any objection to the physical condition of the Property and the improvements located thereon as of that date. If Purchaser provides written notice of any unsatisfactory condition, signed by an authorized representative of Purchaser, to City at least thirty (30) days prior to Closing, and City does not cure such conditions prior to Closing, this Agreement may be terminated at the option of Purchaser. Upon such termination, all payments and things of value received hereunder by City must be returned to Purchaser. Purchaser is responsible and will pay for any damage that occurs to the Property and the improvements located thereon as a result of these inspections. 11. Development Process. A. As of the date of this Agreement, the plans for the Development have been approved. Purchaser shall diligently pursue any remaining approvals or permits required for the Development. Purchaser is responsible for all applications and permits and for paying all related fees as a part of the development review process, and no fees shall be waived by the City unless such waiver is authorized by City Code. The City shall cooperate with Purchaser in its pursuit of any necessary governmental approvals and permits, including without limitation, the granting of easements and encroachment permits necessary for the completion of the development, provided that Purchaser shall comply with all related requirements. B. Purchaser is solely responsible for all expenses incurred in developing the Property, including but not limited to the market analysis/feasibility study and the designs, any environmental reviews, vibration studies, noise analyses, etc., and/or costs incurred in the development review process. The City shall have no obligation to reimburse, share in or support Purchaser in covering any costs incurred by them as may be necessary to perform their obligations under this Agreement. Further, the City shall have no obligation to reimburse, share in, or assist Purchaser in covering any costs incurred by either of them under this Agreement if this Agreement is terminated as provided herein, except that if Purchaser terminates the Agreement because of an uncured default by the City, Purchaser does not waive its potential claims for damages. 12. Closing. The City and Purchaser agree to close this transaction within thirty (30) days of the satisfaction of all contingencies listed in paragraph 28, at such location as the parties mutually agree (“Closing”). If the parties cannot agree on the date and time of closing, the closing shall be held on the last business day that is within 30 days of the satisfaction of all EXHIBIT B Final 10/4/2021 - 8 - contingencies listed in paragraph 28 at 2:00 pm Mountain Time. 13. Possession. City will deliver possession of the Property to Purchaser at Closing. 14. Proration. Real property taxes and assessments and similar expenses, in accordance with local practice, will be prorated as of the date of the Closing, to the extent such taxes, assessments and expenses apply to City. 15. Remedies on Default. If any obligation hereunder is not performed as herein provided, the remedies are: A. If City is in default, Purchaser may either (i) terminate this Agreement and recover direct damages as may be proper, which shall include, but not be limited to, out-of-pocket costs, expenses and fees incurred related to the transaction contemplated herein or (ii) bring an action for specific performance. B. If Purchaser is in default, City may terminate this Agreement and may recover such damages as may be proper, or City may elect to treat this Agreement as being in full force and effect, and City will have the right to an action for specific performance or damages, or both. 16. Notices. Any notice or other communication given by either party to the other relating to this Agreement must be hand delivered; sent by a commercial carrier; or sent by mail, addressed to the party at its respective address as set forth below. The notice or other communication will be effective on the date it is delivered or on the third business day after being sent, whichever comes first. If to Purchaser: Kechter TWG, LLLP c/o TWG Development, LLC Attn: Ryan Kelly 333 N. Pennsylvania St., Suite 100 Indianapolis, IN 46204 If to City: Real Estate Services Manager City of Fort Collins Mailing Address: P.O. Box 580 Fort Collins, CO 80522-0580 Hand Delivery: 300 Laporte Avenue Fort Collins, CO 80521 EXHIBIT B Final 10/4/2021 - 9 - With a copy to: City Attorney’s Office City of Fort Collins Mailing Address: P.O. Box 580 Fort Collins, CO 80522-0580 Hand Delivery: 300 LaPorte Avenue Fort Collins, CO 80521 17. Assignment. This Agreement must not be assigned by Purchaser without the prior written consent of the City. 18. Risk of Loss. City shall bear all risk of loss with respect to the Property up to the date title is transferred in accordance with this Agreement. In the event of damage to any portion of the Property by fire or other casualty prior to the Closing which damage either affects 5% of the usable facilities on the Property or reduces the value of the Property by 5%, then this Agreement may be terminated at the option of Purchaser. This option shall be exercised, if at all, by Purchaser’s written notice thereof to City within thirty (30) calendar days after receipt of written notice of such fire or other casualty. Upon the exercise of such option to terminate, this Agreement shall become null and void, and neither party shall have any further liability or obligations hereunder, except as otherwise provided in this Agreement. Closing may be delayed for up to thirty (30) calendar days for Purchaser to decide whether to exercise this option. 19. Lead-Based Paint. Unless exempt, if the improvements, if any, on the Property include one or more residential dwellings for which a building permit was issued prior to January 1, 1978, this Agreement shall be void unless a completed Lead-Based Paint Disclosure (Sales) form is signed by City and the required real estate professionals, if any, which shall have occurred prior to the parties signing this Agreement. 20. Recommendation of Legal and Tax Counsel. By signing this document, Purchaser acknowledges that Purchaser has been advised that this Agreement has important legal consequences and has received the recommendation to consider the examination of title and consultation with legal and tax or other counsel before signing this Agreement. 21. Entire Agreement, Modification. This Agreement constitutes the entire contract between the parties relating to the conveyance of the Property, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Agreement. No subsequent modification of any of the terms of this Agreement will be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. 22. Headings. Paragraph headings are used for convenience of reference and in no way define, limit or prescribe the scope or intent of any provision under this Agreement. EXHIBIT B Final 10/4/2021 - 10 - 23. Construction. Words of the masculine gender include the feminine and neuter gender and when the sentence so indicates, words of the neuter gender refer to any gender. Words in the singular include the plural and vice versa. Definitions of defined terms are intended to apply throughout this Agreement. This Agreement is to be construed according to its fair meaning, and as if prepared by all parties, and is deemed to be and contain the entire understanding and agreement between the parties. 24. Time is of the Essence. It is agreed that time is of the essence of this Agreement and each and every provision. 25. Binding Effect. This Agreement is binding upon and inures to the benefit of the parties their respective successors and assigns. 26. Litigation Expenses. In the event any party defaults in any of its covenants or obligations and a party not in default commences and substantially prevails in any legal or equitable action against the defaulting party, the defaulting party expressly agrees to pay all reasonable expenses of the litigation, including a reasonable sum for attorneys' fees or similar costs of legal representation. 27. Brokers. City and Purchaser each represent and warrant to the other that such party has not employed, retained or consulted any broker, agent or other real estate professional with respect to the Property. To the extent permitted by law, Purchaser and City each indemnify and hold the other harmless from and against all claims, demands, causes of action, debts, liabilities, judgments and damages, including, without limitation, any related litigation expenses, that may be asserted or recovered against the other on account of any breach of this representation and warranty. 28. Contingencies. This Agreement is hereby made expressly contingent upon the following: A. Purchaser obtaining all required regulatory approvals for the Development. B. Purchaser providing proof reasonably satisfactory to the City that it can obtain the necessary financing to construct the Development according to the approved Project Development Plan, including, but not limited to, a signed purchase and sale agreement with Elevation Community Land Trust and a complete financing plan showing funds committed to meet all Project development needs. C. Final agreement by the parties on the terms of the Covenant and Performance Loan. D. The City Council of the City of Fort Collins (the “Council”) approving the conveyance of the Property by its final adoption of a related ordinance, in its discretion, on or before December 31, 2021. If the Council does not pass such an ordinance on second reading on or before that date then this Agreement shall be automatically terminated, all parties shall be EXHIBIT B Final 10/4/2021 - 11 - released from all obligations hereunder and any monies paid to Seller by Purchaser pursuant to this Agreement shall be refunded in full. If, however, the Council does pass such an ordinance on or before December 31, 2021, but within ten (10) days of the passage of the ordinance a notice of protest against the ordinance is filed with the City Clerk of the City of Fort Collins pursuant to Section 2(b) of Article X of the Charter of the City of Fort Collins, then this Agreement shall remain in full force and effect until either the Council repeals the ordinance or the electors vote to repeal the ordinance in accordance with Section 2(c) of Article X of the Charter of the City of Fort Collins. In the event the ordinance is repealed by Council or by the electors, then this Agreement shall be automatically terminated, all parties shall be released from all obligations hereunder and any monies paid to Seller by Purchaser pursuant to this Agreement shall be refunded in full. If the Council does not repeal the ordinance and if the electors approve the ordinance, then the closing of this transaction shall be held in accordance with paragraph 12 above, no less than eleven (11) days after the date of the elector’s approval of the ordinance. If any one or more of these contingencies have not been met by June 1, 2022, then this Agreement shall be automatically terminated and all parties shall be released from all obligations hereunder. 29. Authority. Each person executing this Agreement represents and warrants that he or she is duly authorized to execute this Agreement in his or her individual or representative capacity as indicated. 30. Counterpart and Facsimile Signatures. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. Signatures may be delivered by facsimile copy. Facsimile signatures are binding on the parties as if they were originals. 31. Recording. This Agreement shall not be recorded. 32. Governing Law/Venue. The parties intend and agree that this Agreement is to be construed and enforced according to the laws of Colorado, and that venue in any proceeding related to the subject matter of this Agreement will be in Larimer County, Colorado. 33. Marketing. During the term of this Agreement, the City shall not market or negotiate with any other party for the sale of the Property. EXHIBIT B Final 10/4/2021 - 12 - IN WITNESS WHEREOF, the parties hereto have executed this Agreement effective as of the date and year first above written. CITY: THE CITY OF FORT COLLINS, COLORADO a Municipal Corporation Date: By: Kelly DiMartino, Interim City Manager ATTEST: City Clerk _______________________ (Print name) APPROVED AS TO FORM: Assistant City Attorney ____Ingrid Decker_________ (Print name) EXHIBIT B Final 10/4/2021 - 13 - PURCHASER: KECHTER TWG, LLLP a Colorado limited liability limited partnership Date: By: Kechter GP, LLC, a Colorado limited liability company Its: General Partner By: TWG GP IV, LLC, an Indiana limited liability company Its: Sole Member By: _______________________________ Name: Louis A. Knoble Title: Manager EXHIBIT B Final 10/4/2021 - 14 - EXHIBIT A to Purchase and Sale Agreement Property Legal Description A TRACT OF LAND SITUATE IN THE SE 1/4 OF SECTION 4, TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE 6TH P.M., COUNTY OF LARIMER, STATE OF COLORADO, WHICH, CONSIDERING THE EAST LINE OF SAID SE 1/4 AS BEARING S 03 DEGREES 37’ 29” E AND WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO, IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE S 1/4 CORNER OF SAID SECTION 4 AND RUN THENCE N 03 DEGREES 20’ W, 624.68 FEET; THENCE EAST 349.25 FEET; THENCE S 03 DEGREES 20’ E, 624.68 FEET; THENCE WEST 349.25 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION AS CONTAINED IN DEED OF DEDICATION RECORDED MARCH 23, 1977 IN BOOK 1757 AT PAGE 702 AND RE-RECORDED OCTOBER 5, 2021 AT RECEPTION NO. 20120069971 Also known as 3620 Kechter Road (CO RD 36), Fort Collins, CO 80528 EXHIBIT B Final 10/4/2021 - 15 - EXHIBIT B to Purchase and Sale Agreement SPECIAL WARRANTY DEED THIS SPECIAL WARRANTY DEED, made this ___ day of _________, 20__, by and between the CITY OF FORT COLLINS, COLORADO, a municipal corporation, whose mailing address, for purposes of this Special Warranty Deed is P.O. Box 580, Fort Collins, Colorado 80522 (“Grantor"), and the KECHTER TWG, LLLP, a Colorado limited liability limited partnership, whose mailing address, for purposes of this General Warranty Deed is 1301 E. Washington St., Suite 100, Indianapolis, IN 46202 ("Grantee"). W I T N E S S E T H : That the Grantor, for and in consideration of the sum of Twenty Five Thousand Dollars ($25,000.00) and other good and valuable consideration, to the Grantor in hand paid by the Grantee, the receipt and adequacy of which are hereby confessed and acknowledged, has granted, bargained, sold, and conveyed, and by these presents does hereby grant, bargain, sell, convey and confirm unto the Grantee and Grantee’s successors and assigns forever, that certain parcel of real property, together with all improvements, if any, situate, lying, and being in the County of Larimer, State of Colorado, more particularly described on Exhibit A, attached hereto, consisting of one (1) page, and incorporated herein by this reference, also known by street and number as 3620 Kechter Road, Fort Collins, Colorado 80528 ("the Property"). TOGETHER with all and singularly the hereditaments and appurtenances thereto belonging, or in any way appertaining, and the reversion and reversions, remainder and remainders, rents, issues, and profits thereof, and all estate, right, title, interest, claim and demand whatsoever of the Grantor, either in law or equity, of, in or to the Property, with the hereditaments and appurtenances, but reserving unto Grantor any and all water rights that may be associated with the Property, including but not limited to .15 shares in the Larimer County Canal No. 2 Irrigating Company (Certificate No. 1785) and .375 shares in the Warren Lake Reservoir Company (Certificate No. 491). TO HAVE AND TO HOLD the Property above bargained and described with the appurtenances unto the Grantee and its successors and assigns forever. The Grantor, for itself and its successors and assigns, does covenant and agree that it shall and will WARRANT AND FOREVER DEFEND the Property in the quiet and peaceable possession of the Grantee, and Grantee’s successors and assigns, against all and every person or persons claiming the whole or any part thereof, by, through or under the Grantor, free and clear of all liens and encumbrances, except and subject to all existing easements and rights-of-way in place or of record; any restrictions, reservations, or exceptions contained in any United States or State of Colorado Patents of record; all zoning and other governmental rules and regulations; statutory lien rights resulting from the inclusion of the EXHIBIT B Final 10/4/2021 - 16 - Property in any special taxing or improvement districts; all oil, gas or other mineral reservations or exceptions of record; and general property taxes, assessments and charges for _____ and all subsequent years. Grantor’s warranty of title is further subject to the road right-of-way dedicated by Ordinance No. ___2021 of the Council of the City of Fort Collins, recorded in the records of the Larimer County Clerk and Recorder on ________, 2021 at Reception No. _____________, the encumbrances set forth on Exhibit B, attached hereto and incorporated herein by this reference; and to a utility easement that Grantor hereby reserves unto itself as shown and described on Exhibit C, attached and incorporated herein by reference. IN WITNESS WHEREOF, the Grantor has executed this Special Warranty Deed the day and year first above written. GRANTOR: THE CITY OF FORT COLLINS, COLORADO a Municipal Corporation (the Grantee) By: Jeni Arndt, Mayor ATTEST: APPROVED AS TO FORM: ____________________________ City Clerk Assistant City Attorney ______________________ ____________________________ (Print name) (Print name) STATE OF COLORADO ) ) ss. COUNTY OF LARIMER ) The foregoing Special Warranty Deed was acknowledged before me this _____ day of ________, 20__, by Jeni Arndt, as Mayor of the City of Fort Collins. Witness my hand and official seal. My Commission Expires: ________________ _______________________________ Notary EXHIBIT B Final 10/4/2021 - 17 - ACCEPTED BY GRANTEE: KECHTER TWG, LLLP a Colorado limited liability limited partnership By: Kechter GP, LLC, a Colorado limited liability company Its: General Partner By: TWG GP IV, LLC, an Indiana limited liability company Its: Sole Member By: _______________________________ Name: Louis A. Knoble Title: Manager EXHIBIT B Final 10/4/2021 - 18 - EXHIBIT A to Special Warranty Deed Property Legal Description A TRACT OF LAND SITUATE IN THE SE 1/4 OF SECTION 4, TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE 6TH P.M., COUNTY OF LARIMER, STATE OF COLORADO, WHICH, CONSIDERING THE EAST LINE OF SAID SE 1/4 AS BEARING S 03 DEGREES 37’ 29” E AND WITH ALL BEARINGS CONTAINED HEREIN RELATIVE THERETO, IS MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGIN AT THE S 1/4 CORNER OF SAID SECTION 4 AND RUN THENCE N 03 DEGREES 20’ W, 624.68 FEET; THENCE EAST 349.25 FEET; THENCE S 03 DEGREES 20’ E, 624.68 FEET; THENCE WEST 349.25 FEET TO THE POINT OF BEGINNING. EXCEPTING THAT PORTION AS CONTAINED IN DEED OF DEDICATION RECORDED MARCH 23, 1977 IN BOOK 1757 AT PAGE 702 AND RE-RECORDED OCTOBER 5, 2021 AT RECEPTION NO. 20120069971 Also known as 3620 Kechter Road (CO RD 36), Fort Collins, CO 80528 EXHIBIT B Final 10/4/2021 - 19 - EXHIBIT B to Special Warranty Deed Permitted Exceptions (To come) EXHIBIT B Final 10/4/2021 - 20 - EXHIBIT C to Special Warranty Deed Utility Easement Legal Description A PARCEL OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECTION 4, TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE 6TH P.M.; COUNTY OF LARIMER, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 4, AND CONSIDERING THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 4 TO BEAR S88°42’40”E WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO; THENCE ALONG THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION N02°03’29”W, 42.07 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON SAID WEST LINE N02°03’29”W, 15.03 FEET; THENCE S88°42’40”E, 349.28 FEET THENCE S02°03’29”E, 15.03 FEET; THENCE N88°42’40”W, 349.28 FEET TO THE POINT OF BEGINNING SAID PARCEL CONTAINS 0.12 ACRES (5,239 SQUARE FEET) MORE OR LESS AND IS SUBJECT TO ALL RIGHTS-OF-WAY EASEMENTS AND RESTRICTIONS NOW IN USE OR OF RECORD. EXHIBIT B Final 10/4/2021 - 21 - EXHIBIT C to Purchase and Sale Agreement EXHIBIT B Final 10/4/2021 - 22 - EXHIBIT D to Purchase and Sale Agreement Utility Easement Legal Description A PARCEL OF LAND LOCATED IN THE SOUTHEAST QUARTER OF SECTION 4, TOWNSHIP 6 NORTH, RANGE 68 WEST OF THE 6TH P.M.; COUNTY OF LARIMER, STATE OF COLORADO, BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 4, AND CONSIDERING THE SOUTH LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 4 TO BEAR S88°42’40”E WITH ALL OTHER BEARINGS CONTAINED HEREIN RELATIVE THERETO; THENCE ALONG THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION N02°03’29”W, 42.07 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING ON SAID WEST LINE N02°03’29”W, 15.03 FEET; THENCE S88°42’40”E, 349.28 FEET THENCE S02°03’29”E, 15.03 FEET; THENCE N88°42’40”W, 349.28 FEET TO THE POINT OF BEGINNING SAID PARCEL CONTAINS 0.12 ACRES (5,239 SQUARE FEET) MORE OR LESS AND IS SUBJECT TO ALL RIGHTS-OF-WAY EASEMENTS AND RESTRICTIONS NOW IN USE OR OF RECORD. EXHIBIT B