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HomeMy WebLinkAboutWHEELER - CONTRACT - RFP - P986 REAL ESTATE BUYERS AGENTEXCLUSIVE RIGHT -TO -BUY CONTRACT (BUYER AGENCY) The City of Fort Collins, Colorado, a Municipal Corporation ("City") appoints Wheeler Commercial Property Services, LLC,("Broker") as the City's exclusive agent for the purpose of representing the City to acquire interests in real property for the City's Affordable Housing Land Bank program (the "Program") under the terms specified herein. This contract shall be effective on the date signed by the City. 1. Scope of Services. The City is seeking to acquire one or more properties appropriate for the Program ("Property" or "Properties"). To assist the City in achieving this goal, Broker shall perform the tasks identified as being Broker's responsibility in the Scope of Services attached hereto as Exhibit "A" and incorporated herein by reference. The City shall be responsible for the tasks identified in Exhibit A as the City's responsibility. 2. Effect of Exclusive Buyer Agency Contract. Broker is the limited agent of the City and will represent only the City in transactions involving Properties for the Program. Any compensation to Broker which is conditioned upon the acquisition by the City of interests in real property will be earned by Broker whenever such interests are acquired by the City directly or indirectly, without any discount or allowance for any efforts made by the City or any other person in connection with the acquisition of such interests by the City. The City shall hire no other Brokers to acquire Property for the Program during the period of this Contract. However, the City reserves the right to allow City staff to seek out and negotiate for Properties for the Program in addition to those Properties identified by Broker as part of Broker's work hereunder. The City reserves the right not to purchase any Properties presented by Broker. 3. Purchase. "Purchase of the Property" or "Purchase" means the voluntary acquisition of any interest in the Property. 4. Property. The Property or Properties to be acquired shall meet the site selection criteria listed on Exhibit "B" attached hereto and incorporated herein by this reference. 5. Duration of Agency. Broker's authority as the City's exclusive agent shall begin July 8, 2005 and shall continue until June 30, 2006 unless an extension is agreed to by the parties. In addition, at the option of the City, the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. The Denver Boulder Greeley CPIU published by the Colorado State Planning and Budget Office will be used as a guide. Written notice of renewal shall be provided to the Service Provider and mailed no later than ninety (90) days prior to contract end. D. All oil, gas or other mineral reservations or exceptions of record; and E. General property taxes, assessments and charges for 200 and all subsequent years. 3. Purchase Price. The purchase price of the Property shall be Dollars ($ ) and shall be payable by the Purchaser to the Seller as follows: A. The sum of Ten Dollars ($10.00), representing an earnest money deposit, shall be paid by the Purchaser upon the execution of this Agreement by check to the Seller. B. The balance of the purchase price in the amount of Dollars ($ ), subject to closing costs and customary prorations, as hereinafter provided, shall be payable by check from the Purchaser to the Seller at the time of closing, as hereinafter set forth. 4. Title Insurance. On or before 200, the Seller, at its own expense, shall provide to the Purchaser a title insurance commitment, in an amount equal to the purchase price, and shall provide copies of all documents of record related to exceptions notified in said title commitment ("Title Documents*). Purchaser shall have the right to inspect the Title Documents. The title insurance commitment obtained by the Seller shall show marketable title to the Property in the Seller, subject only to those items set forth in paragraph 2 hereinabove. In the event said title insurance commitment discloses title defects unsatisfactory to Purchaser and subject to which the Purchaser need not take title, written notice by Purchaser shall be given to the Seller within five (5) calendar days after receipt by Purchaser of title commitment or any title changes. The Seller shall cure such defect within a reasonable amount of time, at their expense, without in any other manner affecting the terms of this Agreement if any instrument or deposit is necessary in order to obviate a defect in or objection to title, the following shall apply: (a) Any such instrument shall be in such form and shall contain such terms and conditions as may be reasonably required by the tide insurance company so as to satisfy said company sufficiently for it to omit such defect or objection; (b) Any such deposit shall be made with the said tide insurance company; and (c) the Seller agrees to execute, acknowledge and deliver any such instnxnent and to make any such deposit. In the event said title insurance company refuses to omit any title defect or objection prior to closing, then the Purchaser shall, at its election, have the right to accept such title as the Seller is able to convey, without any reduction of the purchase price; or the Purchaser shall have the right to rescind this Agreement and, upon such rescission pursuant to this paragraph, the Purchaser shall be entitled to the return of the amount of money theretofore paid to the Seller or its agent; and upon such payment, this Agreement shall be null and void and of no further effect, and all parties to this Agreement shall be released from all obligations hereunder_ Notwithstanding the foregoing, in the event the inability of the Seller to convey marketable title to the Purchaser is due to an act or omission of the Seller, the Seller shall be in default and shall continue to be liable hereunder. 5. Closing. The closing of this transaction shall be held on or before 200, .m. at Title Company, , Fort Collins, Colorado, or at such other reasonable time, date or location as the parties may mutually agree upon. 6. Possession. Possession of the Property shall be delivered to the Purchaser on date of closing. 7. Proration. Real property taxes and assessments and similar expenses, inaccordance with local practice, shall be prorated as of the date of dosing. 8. Remedies on Default. If any note or check received as earnest money hereunder or any other payment due hereunder is not paid, honored or tendered when due, or if any other obligation hereunder is not performed as herein provided, there shall be the following remedies: A. If the Purchaser is in default, then the earnest money deposit shall be forfeited by the Purchaser and retained on behalf of the Seller, and both parties shall thereafter be released from all obligations hereunder. It is agreed that the earnest money deposit is liquidated damages and is the Seller's sole and only remedy for the Purchaser's failure to perform the obligations of this Agreement. The Seller expressly waives the remedies of specific performance and additional damages. B. If the Seller is in default, the Purchaser may elect to treat this Agreement as terminated, in which case all payments and things of value received hereunder shall be returned to the Purchaser, and the Purchaser may recover such damages as may be proper, or the Purchaser may elect to treat this Agreement as being in full force and effect, and the Purchaser shall have the right to an action for specific performance or damages, or both. 9. Notices. Any notice or other communication given by either party hereto to the other relating to this Agreement shall be hand delivered or sent by registered or certified mail, return receipt requested, addressed to such other party at their respective address as set forth below; and such notice or other communication shall be deemed given when so hand delivered or on the third business day after when so mailed; If to Seller. If to Purchaser: With Copy to: Wheeler Commercial Property Services City of Fort Collins Affordable Housing Attn: Kyle Henderson Attn: Real Estate Service Mgr Land Bank Program 1027 West Horsetooth Road Ste 200 PO Box 580 City of Fort Collins Fort Collins, CO 80526 Fort Collins, CO 80522 PO Box 580 Fort Collins, CO 80522 10. Assignment. This Agreement shall not be assigned by either of the parties hereto without the prior written consent of the other party, which consent shall not be unreasonably withheld. 11. Maintenance of the Property/Title. The Seller shall keep, or cause to be kept, the Property in its condition as of the date hereof until the closing of this transaction, subject to normal wear -and -tear and seasonal changes, and agrees not to commit or permit waste thereon. The Seller shall not cause or permit new liens, easements or other encumbrances on the title to the Property during the term of this Agreement, except as expressly agreed by Purchaser in writing. 12. Representations of Seller. The Seller represents and warrants as of the date of this Agreement and as of the date of closing, as follows: A. There is no litigation proceeding pending (or to the Seller's knowledge threatened) against or relating to any part of the Property, nor does the Seller know of or have reasonable grounds to know of any basis for any such action; B. The Seller has no knowledge of any pending or threatened condemnation or eminent domain proceeding with respect to the Property or any part thereof; C. The Seller has not received notice of, and to the best of the Seller's knowledge, there are no violations of any laws, orders, regulations or requirements of any governmental authority affecting the Property or any part thereof; D. The Seller has the unconditional right and power to execute and deliver this Agreement to consummate this transaction; E. The Seller has not received notice of default or breach by Seller or under any of the covenants, conditions, restrictions, rights -of -way or easements affecting the Property or any portion thereof; no such default or breach now exists or will exist on the date of closing; and no event has occurred and is continuing which, with or without notice and/or the passage of time, shall constitute such a default or breach under any thereof; F. To the best of the Seller's knowledge, the Property has never been used as a landfill or waste dump; there has been no installation in, or production, disposal or storage on the Property of any hazardous material, hazardous waste or other toxic or regulated substances by Seller, Seller's agents, employees, or assigns, any tenant or previous owner or previous tenant; nor has there been any other activity that is known to or reasonably could have resulted in an environmental condition requiring investigation or remediation on the Property; and there is no anticipated, limited to, 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 written notice of any unsatisfactory condition, as determined at Purchaser's sole discretion, signed by Purchaser, is not received by the Seller on or before , 200, the physical condition of the Property and the improvements located thereon shall be deemed to be satisfactory to the Purchaser. If written notice of any unsatisfactory condition, signed by the Purchaser, is given to the Seller on or before, 200, Seller shall either cure such conditions or this Agreement may be terminated at the option of the Purchaser. Upon such termination, all payments and things of value received hereunder by the Seller shall be returned to the Purchaser. The Purchaser is responsible and shall pay for any damage which occurs to the Property and the improvements located thereon as a result of such inspections. 19. Contingencies. This Agreement is hereby made expressly contingent upon the approval of this Agreement by the City Council of the City of Fort Collins (hereinafter the "Council"), if necessary or appropriate, and upon the Council budgeting and appropriating funds in an amount sufficient to fulfill the Purchaser's obligations hereunder, both of which events must occur on or before 200. In the event the Council fails to approve this Agreement and to budget and appropriate funds to satisfy the Seller's obligations under this Agreement on or before , 200, then this Agreement shall be automatically terminated and all parties shall be released from all obligations hereunder and any monies theretofore paid to the Seller by the Purchaser shall be refunded in full to the Purchaser. 20. Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, administrators, successors and assigns. 21. Attorneys' Fees and Costs. In the event either of the parties hereto shall default in any of their covenants or obligations herein provided and the party not in default commences and prevails in any legal or equitable action against the defaulting party, the defaulting party expressly agrees to pay all reasonable expenses of said litigation, including a reasonable sum for attomeys' fees. 22. Authority. The persons who have executed this Agreement represent and warrant that they are duly authorized to execute this Agreement in their individual or representative capacity as indicated. 23. Facsimile Signatures. The parties agree that facsimile signatures shall be an acceptable means of executing this Agreement; however, Agreements executed with original signatures shall be provided to each party prior to closing. 24. Counterpart Signatures. This Agreement may be executed in as many counterparts as may be deemed necessary and convenient, and by the different parties hereto on separate counterparts, each of which, when so executed, shall be deemed an original, but all such counterparts shall constitute but one and the same instrument. In addition, this Agreement may be executed initially, by facsimile counterpart copies, and upon receipt of the same, shall be deemed legally enforceable. 25. Governing Law/Venue. This Agreement shall be construed and enforced according to the laws of Colorado, and venue in any proceeding related to the subject matter of this Agreement shall be in Larimer County, Colorado. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date and year first above written. SELLER: By: Date: PURCHASER: THE CITY OF FORT COLLINS, COLORADO a Municipal Corporation By: DATE: ATTEST: City Clerk APPROVED AS TO FORM: Assistant City Attorney Darin Atteber y, City Manager threatened or pending proceeding or inquiry by any governmental authority or agency with respect thereto. Seller represents that it has provided to Purchaser all environmental reports in its possession; and, G. To the best of the Seller's knowledge, no property in the vicinity of the Property has ever been used as a landfill or waste dump; there has been no installation in, or production, disposal or storage in the vicinity of the Property of any hazardous material, hazardous waste or other toxic or regulated substances by any owner, tenant or previous owner or previous tenant or any other activity which could have resulted in an environmental condition requiring investigation or remediation on the Property; and there is no anticipated, threatened, or pending proceeding or inquiry by any governmental authority or agency with respect to property in the vicinity of the Property that may relate to the condition of or need to take investigative or remedial action on the Property. 13. Casual . In the event that the Property is substantially damaged by fire, flood or casualty between the date of this Agreement and the date of closing of title, this Agreement may, at the option of the Purchaser, be declared null and void and of no further force or effect; and all the parties to this Agreement shall be released from all obligations hereunder, and the Purchaser shall be entitled to a refund of the amount of money, if any, theretofore paid to the Seller or Seller's agent. 14. Headings. Paragraph headings used herein are for convenience of reference and shall in no way define, limit or prescribe the scope or intent of any provision under this Agreement. 15. Terms Survive Closing. To the extent necessary to carry out all of the terms and provisions hereof, the said terms, obligations and rights set forth herein shall be deemed not terminated at the time of dosing; nor shall they be necessarily merged with the various documents executed and delivered at such time_ 16. Construction. Words of the masculine gender shall include the feminine and neuter gender and when the sentence so indicates, words of the neuter gender shall refer to any gender. Words in the singular shall include the plural and vice versa. This Agreement shall be construed according to its fair meaning, and as if prepared by both parties hereto, and shall be deemed to be and contain the entire understanding and agreement between the parties hereto. There shall be deemed to be no other terms, conditions, promises, understandings, statements or representation, expressed or implied, concerning this Agreement unless set forth in writing and signed by both parties hereto. 17. Time is of the Essence. It is agreed that time shall be of the essence of this Agreement and each and every provision hereof. 18. Inspection. The Purchaser or any designee of Purchaser, shall have the right to make inspections of the physical condition of the Property and the improvements located thereon at the Purchaser's expense. Such inspections may include, but shall not be 6. Broker's Services. (a) Broker will exercise reasonable skill and care for the City, and make reasonable efforts to locate properties suitable for the Project. (b) Broker will promote the interests of the City with the utmost good faith, loyalty, and fidelity, including but not limited to: 1) seeking a price and terms which are acceptable to the City, 2) procuring acceptance of any offer to purchase property and to assist in the completion of the transaction; 3) presenting all offers to and from the City in a timely manner, regardless of whether the City is already a party to a contract to purchase Property; 4) disclosing to the City adverse material facts actually known to Broker, 5) counseling the City as to any material benefits or risks of the transaction which are actually known to Broker, 6) advising the City to obtain expert advice as to material matters about which Broker knows but the specifics of which are beyond the expertise of Broker, and 7) accounting in a timely manner for all money and property received. (c) Broker shall not disclose to the seller or any other third party, without the informed consent of the City: 1) that the City is willing to pay more than the purchase price for Property; 2) what the City's motivating factor(s) are; 3) that the City will agree to financing terms other than those offered; 4) any material information about the City unless disclosure is required by law or failure to disclose such information would constitute fraud or dishonest dealing; 5) any facts or suspicions regarding circumstances which would psychologically impact or stigmatize Property; and 6) any City confidential or privileged information, where such confidential or privileged information has been indicated as such to Broker. (d) Broker shall disclose to any prospective seller all adverse material facts actually known by Broker, including but not limited to adverse material facts concerning the City's financial ability to perform the terms of the transaction. Compensation to Broker. (a) In consideration of the services to be performed by Broker, the City shall pay Broker a fee equal to a percentage of the purchase price of a Property. This fee is conditioned upon the City's Purchase of the Property or the acquisition by the City of a property not in compliance with the requirements specified in Section 4 but acquired by the City through Broker's work under this contract. This fee is payable upon closing of the transaction(s), subject to the provisions of Section 9. (b) The fee shall apply to Property contracted for during the original term of this contract or any extension(s) and shall also apply to Property contracted for within thirty (30) days after this contract expires or is terminated (Holdover Period) if the Property was shown or specifically presented in writing to the City by Broker during the original term or any extension(s) of the term of this contract; provided, however; that the City shall owe no commission to Broker under this subsection if a commission is earned by another licensed real estate broker acting pursuant to an exclusive right -to -buy contract or an exclusive agency Listing contract entered into during the Holdover Period. (c) The percentage fee paid shall be as follows: 1) When the Broker completes all negotiations with a seller and the property can be brought under contract by Broker using the City's standard form purchase and sale agreement with no material changes or additional contingencies, Broker's fee will be 4%. 2) When the Broker negotiates with a seller and brings the terms of a transaction to the City but City staff must complete the document preparation and review because the property cannot be brought under contract without material changes to the City's standard form purchase and sale agreement, additional agreements such as easements or a lease back to seller, action by the City Council, additional contingencies or other similar issues, Broker's fee will be 3%. 3) Whether the City shall purchase a Property and whether the City will complete the document preparation to bring a Property under contract or shall instruct Broker to do so is in the City's sole discretion. 4) Buyer is obligated to pay Brokers fee. However, Broker is authorized and instructed to request payment of Broker's fee by listing broker or by seller from the transaction. 8. Forms of Agreement. Any agreements, contracts or other legal documents used in acquiring property for the City under this contract must be in a form acceptable to and approved by the City. The City's standard agreement for purchase and sale of real property is attached hereto as Exhibit "CN. 9. Failure to Close. If a seller defaults under the terms of an agreement for purchase and sale of Property, or if the City terminates an agreement for purchase and sale for cause, Broker shall not be entitled to a fee. If the City defaults under the terms of an agreement for purchase and sale of Property, Broker's fee will be due and payable immediately. Broker shall not be obligated to advance funds for the City. 10. Disclosure of Broker's Role. At the earliest reasonable opportunity, Broker shall inform any prospective sellers or their brokers with whom Broker negotiates pursuant to this contract that Broker is acting on behalf of a Buyer -principal. 11. Disclosure of City's Identity. Broker does have the City's permission to disclose the City's identity to third parties without prior written consent of the City. 12. Assignment by City. No assignment of the City's rights or obligations under this contract and no assignment of rights or obligations in property obtained for the City under this contract shall operate to defeat any of Broker's rights. 13. Nondiscrimination. The parties agree not to discriminate unlawfully against any prospective seller because of the race, creed, color, sex, marital status, national origin, familial status, physical or mental handicap, religion or ancestry of such person. 14. Alternative Dispute Resolution: Mediation. If a dispute arises relating to this contract and is not resolved, the parties shall first proceed in good faith to submit the matter to mediation. The parties will jointly appoint an acceptable mediator and will share equally in the cost of such mediation. In the event the entire dispute is not resolved within thirty (30) calendar days from the date written notice requesting mediation is sent by one party to the other, the mediation, unless otherwise agreed, shall terminate. This section shall not alter any date in this contract, unless otherwise agreed. 15. Attorney Fees. In case of arbitration or litigation arising out of this contract, the parties agree that the non -prevailing party shall be responsible for the prevailing party's reasonable costs and attorney fees. 16. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Broker. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: City: City of Fort Collins, Purchasing PO Box 580 Fort Collins, CO 80522 Professional: Wheeler Commercial Property Attn: Kyle Henderson 1027 West Horsetooth Rd Ste 200 Fort Collins, CO 80526 17. Modification of this Contract. No subsequent modification of any of the terms of this contract shall be valid, binding on the parties, or enforceable unless in writing and signed by the parties. 18. Entire Agreement. This contract constitutes the entire agreement between the parties and any prior agreements, whether oral or written, have been merged and integrated into this contract. THE CITY OF FORT COLLINS, COLORADO By: James,B. 'Neill Ih,7CP%PO, F%NIGP, Director of Purchasing & Risk Management DATE: WHEELER COMMERCIAL PROPERTY SERVICES, LLC Accepted By: Kyle J. Henderson Title: Broken Associate DATE: 7 / ' / D r Accepted By: Fred L. Croci Title: Managing Broker DATE: 7/116 EXHIBIT A SCOPE OF WORK A. The Broker shall be responsible for assisting the City in locating and placing under contract to purchase appropriate properties ("Property' or "Properties") for the City's Affordable Housing Land Bank program ("Program"). The City's goal is to have such Properties under contract within 150 days of the execution of this contract. B. The steps to be completed, the party responsible for each step, and the required time frame, if any, for completion of each step, are as follows: Broker shall locate and identify Properties appropriate for the Program under the guidelines listed in Exhibit B to this Contract. 2. Broker shall determine whether the owners of the Properties are willing to sell. 3. Broker shall research and identify any development constraints on the Properties, including but not limited to: a) Appropriate zoning (LMN); b) Analysis of potential price; c) The size of the Properties and the number of housing units each could support; d) Any infrastructure needs that have not yet been addressed; e) The net acreage available for development on each Property, allowing for requirements such as on -site detention, etc. f) Any other known or suspected problems with the Properties. Broker shall seek conceptual review of the Properties by the appropriate City Departments. The City shall assist the Broker in this process. 2. Broker shall present to the City for review all information Broker has obtained about the Properties. 3. Within five business days of the Broker's presentation, the City shall decide whether to proceed to acquire any of the Properties presented by Broker, and notify Broker of its decision. Should the City decide to proceed towards acquisition of one or more Properties, the Broker shall begin negotiations with the seller(s) on terms and conditions of a purchase, working from the City's standard form Purchase and Sale Agreement (attached to this Contract as Exhibit C). 5. If the City wants an appraisal of a Property, the City shall order and pay for such appraisal, and shall share the results of such appraisal with Broker. Broker shall keep the City advised of the status of negotiations. Once Broker has negotiated what Broker believes to be the best possible terms and conditions for purchase of a Property by the City, Broker shall present the proposed transaction to the City. The City shall review the proposed terms and conditions and shall decide whether it is in the best interests of the City to enter into the proposed transaction. The City shall notify Broker of its decision within five business days of Broker's presentation of the proposed transaction. 8. Should the City decide to proceed with the proposed transaction, the City shall either: a) Direct Broker to conclude negotiations and complete the necessary paperwork to bring the Property under contract, or b) Complete the negotiations and document preparation itself and bring the property under contract. 9. Option (a) is the City's preferred approach in order to save staff time, however, it shall only be appropriate if the proposed transaction is straightforward and will not involve material changes to the City's standard Purchase and Sale Agreement. Should the proposed transaction involve additional contingencies, material changes to the City's standard Purchase and Sale Agreement, leases or easements back to the seller, City Council action or other similar issues, the City may choose option (b) as City staff are in the best position to process those issues on the City's behalf, including drafting of documents, requesting action by City Council, and legal review. 10. After a Property is under contract, the City shall update and review the title commitment and order any necessary environmental assessments or other assessments prior to closing. 11. The Broker shall assist the City in resolving any issues that arise prior to closing. EXHIBIT B SITE SELECTION CRITERIA In order to comply with the requirements of the Code of the City of Fort Collins for land banking properties, Broker shall focus on identifying sites within the Fort Collins Growth Management Area that meet the majority of the following requirements: 1. Sites should be the most affordable when considering not only the cost of the land but also the cost to develop the site. 2. Sites should generally be five (5) to fifteen (15) acres in a wide variety of locations to distribute affordable housing throughout the City. 3. Sites should be close to services, public transportation, and infrastructure, without environmental constraints and ready for development within a 5 to15 year time period. 4. Sites should be located within 1/2 mile of a planned or existing elementary school or middle school. 5. Sites should be located within 1/2 mile of planned or existing parks. 6. Sites should be located within 1/2 mile of planned or existing transit routes. 7. Sites should be within 1/2 mile of planned future employment and retail centers. 8. Sites should be consistent with City and County Capital Improvement Programs. 9. The zoning and structure plan of sites should also be considered. 10. The sites should be consistent with City Plan. EXHIBIT C CITY'S STANDARD FORM PURCHASE AND SALE AGREEMENT AGREEMENT OF PURCHASE AND SALE OF REAL PROPERTY Dated 200 THIS AGREEMENT, is made and entered into by and between hereinafter referred to as "the Seller", and THE CITY OF FORT COLLINS, a municipal corporation, hereinafter referred to as "the Purchaser". WITNESSETH: For and in consideration of the promise of the Purchaser to purchase and of the Seller to sell the real estate described in paragraph 1 hereinafter, and other good and valuable consideration, the receipt and adequacy of which are hereby confessed and acknowledged, the parties agree to be legally bound whereby the Seller agrees to sell and the Purchaser agrees to purchase the said real estate on the terms and conditions hereinafter set forth. 1. Description of Real Property. The real estate which is the subject matter of this Agreement of Purchase and Sale is that certain parcel of real property located in the County of Larimer, State of Colorado, which real property is described on Exhibit "A" attached hereto and incorporated by reference together with all improvements and appurtenances thereto. Said real property and personal property shall be hereinafter referred to as "the Property". The Property shall include any fences, buildings, landscaping, and other improvements now located thereon, including all fixtures of a permanent nature. The Property shall also include all water taps, gas taps and sewer taps belonging or in any way appertaining thereto. In addition, the Property shall include all of the Seller's right, title and interest in and to easements, rights -of -way, 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. 2. Method of Conveyance. The Seller agrees to sell to the Purchaser and the Purchaser agrees to purchase from the Seller, subject to the terms and conditions as set forth herein, the Property. The Property shall be conveyed by the Seller at the time of closing to the Purchaser by general warranty deed, free and clear of all liens and encumbrances, except and subject to the folk)wing: A. Any restrictions, reservations or exceptions contained in any United States or State of Colorado patents of record; B. All zoning and other governmental rules and regulations; C. Statutory lien rights resulting from the inclusion of the Property in any special taxing district or improvement districts;