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HomeMy WebLinkAbout1999 Resolution No. 046RESOLUTION NO. ~ SERIES OF 1999 A RESOLUTl(lN SUPPORTING THE FINAL AGREEMENT FOR SALE OF PROPERTY TO WAL-MART FROM THE ENGLEWOOD ENVIRONMENTAL FOUNDATION FOR THE CINDERELLA CITY REDEVELOPMENT. WHEREAS, The Englewood Environmental Foundation waa formed to reli•ve the burdens which would otherwise be assumed ·,y the City of Englewood, Colorado, in connection with the environmental reroediation, land use planning and preparation for redevelopment of the Cinderella City shopping center; and WHEREAS, the Enrlewood Environmental Foundation was formed to provide support for the redevelopment anJ enhancement of the City's commercial environment and is a separate and distinct corporation ; ant\ WHEREAS, the City Council of ,he City of Englewood, Colorado, supported the Maater Plan proposed on August 10, 1998 by the :::~gl•s;ood Environmental Foundation; and WHEREAS, Englewood City Council adopted R,:;olution No. 101, Series of 1998, supporting the agreement for sale of the prop •rty to Wal-Mart frcm the Englewood Environmental Foundation for the Cinderell,, City lw~e .. lopment; NOW, THEREFORE, BE IT RESOLVED BY THE CITY CO UNCIL OF THE CITY OF ENGLEWOOD, COLORADO , THAT: ~-1be City Council of the City of Englewood, Color ado, hereby supports the final agreement for the sale of property to Wal-Mart at the Cinderella City site under the general terms aod conditions of the Agreement attached here to aa "Euiibit A". ~ This resolution of support in no way waives or delegates the City's regulatory powers, duties and responsibilities with respett to zoning and governmental issues. ADOPTED AND APPROVED this 5'' day of April, 1999. () /I () fl. AA A .,/ ~1 ns, Mayor I. Loucri.,lwl A. Ellis. City Clerk for .~• City ofEnglew above is a true a ,py of Resolution No.~ Series of 1999 . ado , hereby certify the l?ih · • AGREEMENT FOR PURCHASE AND SALE OF REAL PROPERTY TIUSAGREEMENTFORPURCHASEANDSALEOFREALPROPERlY("PurchutApeement")ilmade this 6" day of Apri~ 1999 by 111d bc1wcen the Eqtowood Eavll'Oll ■ntal FoDDdalioa, l■e., 1 Colonldo nOl•for.pn,fit .;orponrion ("Selle(') and Wa~Mart Roal Eltate Bulnm Tnu~ 1 Delawuo Business TNII ("Wal-Mart"). RECITALS A. The City of Enalewood, Colorado ("City") is pr.a-..iing with 1M re1evolopmenl of lhe property knoMI as lhe Cindmlla C°'Y Shoppina Center legally descr.:.:d on En1bll A anached hemo and made I port heroof and depicted on Exblbll A-1 at11ehed hereto and "'::le a pan hereof (the "CC Redevelopment Project"). B. Ls coMcctio,. with ~he CC Redevelopment Projo:., the City an~ Seller .,. negotiating a redevelopment agmm,o< (Ille "Redev:hpment Apment") wi:it a master developer C'Master D<vcloper"), The Redevelopment Agreement will provide n:at Seller will complete the demolition of the existing improvements and Master De,-elopcr will complete thr site won: necessary to commence consttuctioe: oftbe new impr,,vemenllt and will construct tbe public and common IIH1. inc. uding roads , utilities to the various property lines, ot"ler infra.ct~ .. ;..rure improvements and designated off-site improvements . The Master Developer will execute the Develo1,;;,cnt Agmment described in paragraph e below . C. Wal -Ma, desffl to purchast a site in the CC Redevelopment Project fu purposes ,Jf developing a Wal-Mart Store m:d the Seller ag,<es to sell such site to Wal-Mart on the terms and conditions hereinafter provided. D. The panics desire to set forth their agreement for the purchu,e and sale to Wal -Mart of a parcel of property in the CC Redevelopment Project and its development 1< a Wal -Mart Store . IN CONSIDEJlA TION of the foregoing and lhe mutual agreements herein, the rtceipt and sufficiency of which is hereby acknowledged, the panies hereto agree as follows: I. Sale and Purchase . The Seller agrees to sell and Wal-Mart agrees to purchase, on the terms and condit ions :1ereinaft.er set forth , not less than a 12 acre tract of land together with all rights , easements and interests appunenant thereto , located in the CC iledevelopment Project on West Floyd Avenue between South Gal•p•go Street and South Elari Stree~ Arapahoe C•un ty, Colorado, ~epicted on Exhibit B attached hereto and made a part hereof (the "Property"). Upon approval by the C:,y of th e fm al site plan for th e CC Rede velopment Project, Seller sh•II furnish Wal.Man a iegal description cf ,ile Property, which legal description shall be inilia!ed by both panics and subs.:tuted for Exhibit B hereto . 2. ~'ti££. The purchase price for the Property shall be Three Million Four Hundred Thousand Dollars ($3,400,000), (the "Purchase Price") payable in good ~mds at closing . The Purchase Price ,hall be payable as follo"s: a. &!!!!.CS! Moncv Depos it. Upon execution of th is Purchase Agmmentby Wal-Ma:t and Seller, Wal-Mart shall deposit $20,000 .00 (th .' "Deposi t") into escrow with Chicago Title Company (the "Escrow Agent"). Concurrently with the execu1ion of this Purchase Agreement , Wal-Mm, Seller and Escrow Agent shall enter into an escrow agreement instructing the Escrow Agent to in•1est the Deposit in an interest bearing account and to hold anti disburse the Deposi t. inclusive of the interest earned thereon , in accordance with the tenns of this Purchase Ageement. Reference hcrrin to the vC posit shall mean and include all interest earned thereon . The Deposit shall be fully refundable to Wal-Ma.1 in accordance with the tenns of this Purthas : Agreement or credited against the Purthl\Se Price at Closing. C:\Wpdocs\WAJ.MAll'l\C"111mll1\Apcmcn Ll•l 7.wpd M-19, 1999 Pu.-dl■scf's lnld■ls • b. q91ing Pavment. The balance of the Purchase Price, as adjU51ed for all credits, debits, and prora~on, provided herein (the "Closing Payment"), shall be paid by Wal-Mart to Seller at the Closing la cash or by certified check, cashier's check, win transfer, or other immefatoly available ,.inds acceptable to Seller. J . U,e of Property. Wal-Mart intends to develop the Property as a Wal-Min SIOro of approximately 134,000 square feet (the "Store") with parking acceptable to Wal-Mart to accommodate the needs of the store ,,fat least five (S) parking spaces per 1,000 square feet of proposed floor area in the Store, toaether with landscaping and other amenities in accordance with the architectural a,,d design criteria and site plan of the CC Redevelopment Project The Score shall no, utilizt more than 20% of the floor area for the sale of food products; provided, however, such limitation shall nol prohibit the o.era1ion of a Sain's Wareho115e Club or. the Property. The Seller and Wal-Mart acknowledge thal during the process c-f zoning and plan11ing the CC R ,c'evelopment Project and the Store, the preliminary site plan as now shown on E1hlblt B may change. A final site pla,1 shall be approved by the parties , initialed by both parties, and al.ached hereto as a replacement Exhibit Bon or before Apri l I, 1999. 4. Title and Survcv. a. ~~-Ti1le to 1he Property shall be fee simple mllll<etable till• free ,, : -.\1 A • Jf e.11 liens and encumbrances , subject only to such mancrs as Wal-Man accepts or is dttmed 'o have accepted 1 •-·•· < >aragraph 4.d, and subject 10 the Repurchase Op1ion described in Paragraph 18 (collectively ll•e"Pennitted '·, •?nonr''). Seller shall, al Seller's expense , pay for a, Closing, and promplly after Closing call5e the Tide Company k! .. s ue to Wal-Mart. a standard form of AL TA owner's title insurance policy insuring fee simple marketable title to the l'roperty u, Wal-Mart in the amoun 1 oflhc Purchase Price, subject only to the Permi1ted Exceptions . b. Title Commitment. Wilhin five (S) day, ''llowing the dat, on wh«h all pmic. hereto have executed this Purchase Agreement (th e "Effective Date") Seller, at .::,c: ,er's expense, shall furnish to Wal- Mart a standard fonn ALTA Owner's title commitment with standard exception, deleted covering the Property (the "Commitment") issued by Chicago Title Insurance Company ("Title Company") commiaing to insure title to the Property in Wal-Man in the amount of the Purchase Price subject to the requirements and exceptions stt forth therein . Seller shall cause the Title Company to deliverto Wal-Mart le~ible copies ofall recorded instruments referred to in the Commitment (lhe "Title Documents"). The Cc:nmitmcnt sh a:1 be updated within ten (10) days following the date both Wal-Man and Seller have approved and initialed the final site plan . c. Survev . Wilhin five (S) days following the Effective Dale Seller, at Seller's expense , shall furnish to Wal-Mart five (S) copies of a survey ("Survey") of the Property prepared by a surveyor registered in the State of Colorado which shall be prepared in accordance wilh the standards set forth in Exhibit D anached hereio a.id made a part hmof. The Survey shall be updated within ten (10) days following the date both Wal -Mart and Seller have approved and init ialed the final she plan . A final su rvey will be delivered by Seller after Closing to show all documents rcco,ded at Cl os ing. d. Tidc and Survev Obiections . Within fifteen (IS) days after the lacer c,f(i) Wal- Mart's receipt of the Commitment, (and 1en (10) days following any update !hereto), the Ti1le Documents and Survey, or(ii) the Effective Date if Wal-Mart has received the Commitment, Ti1le Documents and Survey, Wal-Mart shall give Seller notice of ,.II title objections to the Commitment and/or Survey which arc not consented to by Wal-Mart as Pcnnincd Except ions (lhe "Objection Lener"). If Wal-Mart does not pro vide Seller such Objection Lener during such rime period , Seller shall give Wal-Mart written notice that the Commitment an d/or Survey shall be deem¢<1 approved unl cs~ Wal-Mart gives an Objection Lener within fifteen ( I 5) days after receipt of Selle r's notice . If Wal-Mart does not respoud within such fifteen ( I 5) day peri od, exceptions shown on the Ccmmirment and the Survey which are not subject to an Objection Letter shall be deemed accepte d by Wal •Man as Perm itted Except ions . ln the event Wal-Man notifies Seller of any title objections to items shown by th~ Commitment and/or Survey which have not been consented to by Wal-Mart as Pennined Exceptions , Seller shall use its best efforts to cure such objection if the cost to do so doe= not exceed the aggregate sum of S 100,000, or if the cost exceeds, or Seller believes the cost may exceed, such amr.>1!llt, then wilh in five (S) days of receipt of Wal -Man 's Objec :ion Lener, Seller shtll advise Wal-Mart what, if any-~i,g, it inttnds to do with respect to each s·och objmio n. If any manor objected 10 by Wal-Mart has not been cured to Wal- C.\Wpdocs\WALMAR'I\C..-Ua~-17.wpd Mlr<hl9,1999 2 .. • • Mart's reasonable satisfaction within twenty (20) days following Wal-Mart's Objeotion Lenor, Wal•M,.:t may, by written notice to Selltrwithin five (5) days following such 20.day period , either (i) tenninate this Pun:hase Apeement, (Ii) waive such def cots and accept the same&! Ponnilted Exceptions; or (iii) elect to attempt to cure such defect on or priorto the ClosinJ and deduct the cost thereof (not to exceed $100,000) rrom the Pun:hase Price. In the event Wal• Mart doe., not notify Seller within the five (5) day period orits decision to tonnlnate or waive, or Wal•Mart'seloction to cure such matter and deduct tht cost thcttof from the Purchase Price, Wal-Mart shall be deemed to have waived its objection to such matters and to have accepted such defects as Permitted Exceptions. In the event of a tennination of this Pun:hue Agreement by Wai-Mart punu1111 to this seotiou, the Deposit shall be returned 10 Wal-Mart and both parties shall thereupon be relieved of all funher obligations hereunder. Prior to or al the Closin&, Seller shall discharge any and all monetary liens and monetary encumbrances on the Property, except for the Pennitted Exceptions. Such lier.s and encumbrances, if any, may be satisfied from the proceeds of the sale ofL~e Property. 5. ~-Within <en (10) days following the Effective Date , Seller and Master Developer shall furnish to Wal-Mart copies of soils test reports, environmcn1al reports , final and preliminary plats, surveys, development agreements , drainage studies, lopograph ical maps , leases ;in~ 01her d0<uments relating to the physical aspects or development of the Property in its possession or control (the "D.Jc uments"). The Seller shall not knowingly withhold any documents in its possession. The Seller makes no representations or warranties what1oeverregardingthe accuracy or reliability or any such infonnation ~<0 vided by the Seller, its contractors or consultants, or any other third party regan:itng the Documents or the soil or environmemal conditions existing at the Property . 6. .lmm!i2n, Wai-Man shall have ninety (9 J) days following the Effective Date (the "Inspection Period''), to im pect and evaluate the Property to de1ennin~ L ~ suitabili ty of the Property for Wal-Mart's intended use. Wal-Man may , for any re!lSon and in its sole discretion, terminate this Purchase Agreement by Wlitten notice to Seller given on or hefon· the lut day of the Inspection Period . tn the event of such termination, the OeJA,sit shall be returned to Wal-Ma.rt and ooth parties shall thereupon be relieved or all funher oblig11ion hereunder. lfWl'I• Man 4oes not timely cancel this Purchase Agreement prior to or on the last day of the Inspection Period, then diis Purchase Ap-:ement shall conrinue in full force and effect, on the terms set forth herein , including without limitation the conditions to Wal-Mart 's obligation to close hereinafter set forth . Wal-Mart, at its sole cast, shall conduct such tests of the soil and environmental condition of the Property as Wal-Mart deems necessary . 7. Access-Mechanics ' Ljen5 . Wal-Mart, its agents, employees, contractors, or subcontractors , It no charge to Wal-1,•art , shall have the right ofaccess to the Property to test, inspect, and evaluate the Property as Wal- Man deems 1ppropriilte, at all times after the date hereof and until the earlier of the Closing or the tennination of this Purchase Aareement, provided the same does not urareasonably interfere wit~ the work 1hen b.:ing done by Seller at the CC Redevelopment Project. Wal-Mart shall promptly restore any al1cra1ions made to th , P·o perty by Wal-Mart, or at W~l-Man's instance or request during such inspections , and Wal -Mart shil!I pay for all work performed on th: Property by Wal-Man, or It Wa i-Mart 's instance 1Jr request, as such payments come due . Any and all liens on any ponion of the Prope,t:,· resulting from the actions or requests or otherwise at the instance of Wal-Mart shall be removed by Wal- Man at its u:ptnse within fifteen (IS) days after written notice thereof is given to Wal-Mart or, at Wal-Mart's option, file a bond w!th the appropriate coun and obtain a releilSe oflien in the manner prescribed by statute . Wal-Mart shall, II Wal•Mart's expense, defend , indemnify, and hold hannless Seller from and against any and all obliga1io,s, cloims, loss, and damage, including costs o.nd attorneys' fees , resulting from or related to Wal-Man 's ac-ivities on the Property . 8. Prop<ny Regui['menl5 . Within ninety (90) days following the Effective Date , the parties and Ma.ste. · Developer shiill agree upon a form of a development agreement (the "Development Agreement") that will be executed al Clo~ing . The Master De veloper has and will continue to have obligations in connection with the CC Redevelopment Project. As a further inducement for Wal-Mart to enter into this Purchase Agreement, the Master Oeveloptr shall execute the Development Agrc-ement ilS a three party agreement, which among other things, shall grant Wal-Man certain rights in the even t the Master Develorer fail s to perform its obligations under the Development and/or Redevelopment Agret:nent. The Development Agreement will identify items including without lunitation , in&asttucture, off.site and on-site improvements o.nd completion of common areas as are Seller's and/or Master Developer's responsibility . The Master Developer will be a part) :o the Development Agreement Wal-Mart's responsibility for paving and lighting the Property, completion or landscape and other developmml requirements conslstoot with the nrchitectural and design criteria and site plan or the CC Rrdevelopment Proj<cl to which Wal-Mart C~Wpdocs\WAI.MARC\Clndcrtlla\Ap,cmmt.l•l l .wpd Mardal9,1999 bu approved shall be included in the Development A!llfflllent In the event Seller or the Mulfr Dtv1lq,er till to complete the on-site and off-site improvements a, roquiffil by the Site Plan for the area shown and by the timo designated In the Develo;,ment Agrcemen~ Wal-Mart, following ten (10) days ' wrinen notice 10 Seller and Seller's (and/or the City's) failure within such period 10 complete such worl<, or if such work cannot be completed wllhln such ten (10) day period, Seller's failurc lo commence such work within the ten (10) day period and to diligently pursue such work to completion, Wal-Mart shall have the righlto complete such work and 10 be reimbuned its rcuonable cost Such rcimbunemenl shall finl be mode from the escrow as hminafter described, up IO the amount rcmalnlna In the consuuction budget for ,uch work, and any excess shall be paid to Wal-Mart by the Seller. Wal-Mart shall provide Seller within thi11y (JO) days following mutual approval of the final site plan for the Wal-M.ut site and rcceipl by Wll- >.!an of site information Wal-Mart roquires , with plans and specifications for the work rcquircd lo be done by Seller under the tenms of this Purchase Agrcemen~ which plans and specifications shall be subje<t to Seller's rcuonable approval. S,ller shall complete , or cause the Master Developer 10 complete, such work substantially In accordance with the apr,roved plans and specifications . Sellershall indemnify, and shall cause the Master Developer to indemnify, and hold Wal-Mart harmless from and against any mechanics lien claims, including reasonable anomeys' fe e,, arising from any .vork done by Seller or the Master Developer, as the case may be, with mpecl 10 the Property . Funds shall be escrow:d at Closing to provide secu ri ty for completion of Seller's and/or the Master Developer's si1e work obligations pursuant to a wriaen post-closing escrow agreement. The Developr,1ent Agreement shall provide , among other things, that Wal-Mart shall be pennined signage , including signage on Hampden , which complies with the overall signage plan for the CC Redevelopment Project and the City Municipal Code the details of which shall be anached 10 the Development Agreement as an exhibit. 9. "Al:il", a. Othertha., delivery of the si te and completion of the work requ ired to be performed by , or on behalf of, Seller as provided above, the parties agrce that the Property will be conveyed 10 Wal-Mart in its then "as-is" and '~here-is" condition. Wal-Man is relying upon its own inspection of the Property to evaluate the condition of the Property for Wal-Mart's intended use. Other than as sci forth herein orin the IlevelopmentAgrcemen~ the Seller makes no representations, warranties or agreements.. either express "r implied, regarding the condition of the Property, or the suitability of the Property for its intended use, including without limitation any representations relating to the environmental conditions, air, water, water rights, minerals, util:ties, present or future zoning, soi~ subsoil, drainage, or access to public roads . b. Notwithstanding the foregoing, th, parties acknowledge that the Seller is performin• certain environmental remedial action on the Property . Remedial action shall mean any and all corrective or remedial action, preventati ve measures , response, removal, transport, disposal , cle:m -up , abatemen t, treatment and monitoring of the Hazardous Materials or Hazardous Conditions (defined below). Hazardous Materials shall mean any chem ical, pollutant, contaminant. pesticid e, petroleum or petroleum product or by-product, radioac tive sub!tance, solid waste, toxic waste, chemical or material regulated lis1ed limited or prohibited und er any federal , state or local environmental law. Haza;dous Condition refers to the existence or presence of any Hazardous Material on, in, under, at, near, or about the Property or any portion thereof (including all active or abandoned underground or above ground storage tanks, and ground water) or any off-sit~ condition originating on -site . The Seller will provide Wal-Mai t with co pies of all reports and peninent infonn2.tion concemirig such remedial action on the Property , and Seller's obl igations to Governme ntal Authority thereovcr, including any ac:ion under the Volunwy Clean Up and Redevelopment Act #894-1299 and any claims f1Jr personal injury or property dama"e arising under any environmenta l law. The agency , commission, department or body of any mun ic ipal, county, state or federal governmental or qumi-governmental regulatory unit. 'Javingjurisdiction or authority over or any port ion of the Property or the management. operation, use or improvement thereof shall be referred to as the "Governmental Authority". Such pertinent infer.nation shall include, without limitation , all studies , assessments , reports \'>r investigations perfonned in connection there with to determine if such actions are necessary or appropriate including in \l estig ations perfonned to detenn inc the progress or status of any such actions . Wal-Mart's obligation to close this transaction shall be specifically contingent upon Wal -Mart's approval of all such remedial action during th, tnspection Period and the receipt of a "no further action letter" or written clearance letter as 10 the Property acceptable IO Wal -Mart. In addition, if the n,medial action is not completed by the expiration of the Inspection Perio<l a, 10 the Property , Wal-Mart 's right to terminate the Purchase Agrcement under paragraph 6 'or environment.!! matters shall continue until the date of Closina and shall ~ a condition precedent to Wal -Mart's C:IWpdocs\WALMARTl.::ln4,re11Mire:mcntJ•l7.•,-1 Mlldll9,1999 4 obligation 10 close the ll'ansaction. The panics acknowledue that Wal-,vlart has or will provide the Seller with a te<:hnical specification for the fil! dirt 10 be added 10 the P,operty as part of Seller's or the Master Developer's on-site improvements and Wal-Mart has a continuing right to test the composirion of such fill material periodically and prior 10 Closing to confirtn that it complies with the technical specification requirements. Notwithstanding anything contained in this partgraph 910 the conlrll}', Wal-Man specifically retains all rights under statutory and common law including, but not limited to any rights that may exist under environmental laws, to obtain contributio n. Seller's obligations under tlu. l 1n1gnph shall survive the expiration or tcnnination of this Purchase Agreement. 10. Wal-Mart Contrjbutjon a.,d Rebate . In the event the City reuonably detennines that additional funds in excess of the amounts budgeted al the time of Closing are needed for completion of the CC Redevelopment Projec~ as defined herein, (the "Reimbursement Area") and upon wrinen request of the City given within a period of 48 months from the date of Clos ing, and subject to the terms of a reimbursement agreement with the City lo be approved as set forth below, and if approved , entered in to at Closing , Wal-Man will agree 10 contribute an amount, not to exceed S2,500,000, to be applied toward the total cost of public and general improvements on the Reimbursement Area . Provided the reimbursement agreement is binding on both parties, Wal-Mart shall make such contribution within twenty (20) business days following wrinen request by the City . The City shall rebate such amoun, together with interest, from sales ta.~ generated from the Re imbursement Area on tenns and conditions to be negotiated in the reimbursement agreement. The interest rate shall be six percent (6%) per aMum . The Ciry currently contemplltes that such repayment will be made no later than five (l) years trom the date Wal-Mart initially advances funds . In the event Wal-Mart fails 10 agree upon the lertns of the reimbursement agreement within ninety (90) days following the Effective Date, either Seller orWal•Man shall have the option to tenninate this Purchase Agre ement upon 10 days prior written notice given no later tl 1m 10 days after the expiration of such 90 day period ; provided, however, before the expiration of such 10 day period, the Seller may waive its request for such contribution and this paragraph 10 shall be of no funhcr force and effect and the Purchase Agreement shall remain in full force and effect. In the event of a termination of this Purchase Ar.,reement, the Deposit shall be returned promptly to Wal•Man. If a re imbursement agreement is agreed 10 by the parties, the Seller shall obiain the City's binding agreement and deliver the reimbursement agreement executed by the City to Closing for execution by Wal•Mart. The binding reimbursement agreement of the C;ty shall require City Council action and expiration of the legal period 10 object 10 such City action and the Closing shall be delayed if necessary to accommodate such action . In the event Wal•Mart (i) gives the City written notice of its intention 10 cease operations on the Propeny ; or (ii) ceases to be open for bwiness to the public after it has been open for business 10 the public , Wal-Man shall have no further obligation 10 contribute the funds and the City's right 10 request such contribution shall tenninate and the reimbursement agree ment shall be of no further force and effect. The reimbursement agreement shall provide, among other things, that an affidavit executed by Wal•Mart Staling that Wal• Man (ar) ha.s prorided the written notic e described in (i) above ; or (bb) has ceased operating on the Property as de scribed in (ii) above , and recorded in the real property records of Arapahoe Counry , Colorado shall be suffi.:ient to trrminate the reimbursement agreement. In the event the Ciry exercises its Repurchase Option described in paragraph 18 below, all amounts remaining to be reimbursed plus interest thereon shall be paid in full on the dale of closing of the repurchase contemplated by such Repurchase Option . 11. fil. All of the property ownm, including Se 'ler and the City , shall enter into ,.n agreement (the "ECR 's") providing for the maintenance of the commo n areas of the ,iroperty included in the CC Redevelopment Project, casements , covenants and restrictions . Seller shall administer the ECR. including all maintenance perfonned thereunder. However, it is contemplated that Seller will contract out the maintenance work to a private management company . ·n,e panics shall agree upon the terms of the ECR within 90 days following the Effective Date . In the ,-·.,ent the panics fail to agree on the terms of the ECR within such 90 day period, either party !hall ha ve the option to tenninate this Purchase Agreement by written notice given no later than 10 days after the expiration of such 90 day period. ln the event of such termi nation, the Deposit shall be returned prom ptly to Wal-Man. The ECR shall be exccu1ed by all owners ofony property within the CC Rede velopment Project, shall be consented to (or subordinated 10) by all lenders and tenants with an interest in the property within the CC Rede ve lopment Project and shall be recorded at the Wal•Mart Closing . Notwithstanding the foregoing, it is understood that Wal -Mart shall only be required to share costs as to portions of the common areas of the CC Redevelopment Project directly affecting Wal -Mart's use of its site, which shall be detailed in the ECR's . For example, items Wal-Man may be respons ible for m•y incl ude common roadwats from u;,: main entrance(!) to the Wal-Mart site, main entrance areas , tr.iffic signalizatior , main entry signs , and maintenance ar.d snow removal of such areas. In addition, if the final approved site plan for the Wal•Mart site includes areas of C:\Wpdoc:s\WALMAR.T\Cinckrtlla\AarcanmtJ•l7.wpd Maid,19,1999 S shu.d partdns, Wal-Mart 111d the owners of mas •ntilled to parlc on the Wal-Mart site shall <nter I itparalt eastment qreement to oc recordod at the Wal-Mart Closin& under which such owner(s) shall be r<quired to pay Wal•Mart for construction, malntcnance, repair, taxes and insurance for such easement areas. Such cawmcnt aarnmcnt must be agreed to by the •ffoctod owners within ninety (90) days aAer the Effective Date, and if no.so approvod Wal-Min may tmuinate this Purchue Agreement by written notice giv•n no later th111 10 days aAer the expiration of such 90 day period. 12. Continuncies -The obligation of each of the part!:i to procec •~ with the purchase and sale an, expmsly conting,nt upon the following being satisfiod or waived by :ne party that is the beneficiuy of the subjoct condition within the tiine period for such condition : a. Approval by the City on or before June I , 1999, after the Effective Date of the overall site plan, desian standards and guidelines and finoncialplan for the CC Redevelopment Projec~ all of which will be submitted by the Master Developer to the City for approval. This contingency is for the benefit of Wal-Mart. b. Approval by Wal-Man in its sole judgment of the final site pl111 for the Store including, without lirnit ntion, elevations, 11chitecture, materials, curbs, gutters, landscaping and signaae as approved by the City. In preparing ilS site pl111, Wal-Mart shall attempt to include such architectural enhMcements to the Store as an, reasonably necessary to satisfy the architectural , desian and development criteria of the City. Wal-Mart shall have ten (10) days to approve the site pl111 aAer written notice of the City 's final approval of the site plan . c. Th is Purchase Agreement is expressly conditioned on zoning of the Property for W,1-Mart's intended use . "Zoning", as used herein, shall inr.lude the general plan, any applicable specific plan, zoning, zone clearance , planned development prograr..1 or pennit, condi h ... nal use pennit, architectural review process, redevelopment plan, traffic study, subdivis ion improvement agreement , special assessmen : district c~ati,1n, or other discretionary approval process or any governmental agency and/or owners assoc iations with jurisdiction over the Property, pennitting the u,e of the Property for bwiness retail usage in the manner customarily und•rtakcn by Wal-mart. Seller agrees that if the Property is not p•esently zoned for such usage, Seller shal~ II Its expense and wi'.:J in thirty (30) days after the Effective Date here,,f, '.ile an application to have the Property zoned for Wal-Mart's use. Seller and Wal-Mart shall pursue the zoning application and processing to completion and shall execute all necessary and appropriate insttumenu . Application shall be made in the name or either Seller or Wal-Man or other parries as may be required to .tpplicable under the governing zoning ordinances . If the above Zoning is nor obli\ined on or before the Closing ., at Wal -Man's option by written notice to Seller, (i) th is Purch.ise Agreement shall terminate and be orno further force or effect, anr1 Seller shall return to Wal-Mart the Deposit; (ii) Wal-Mart may waive this contingency and proceed with the Closing; or(iii) Wal-Mart may elect to extend the date of Closing until final action (as defined under Colorado law) on the Zoning has been reached by the applicable governmental entity and/or owner's associat ion with juri sdiction over the Property . Jr the appropriate Zoning is in place, Se Her agrees to provide a letter from the appropriate govemmt-ntal enti ty and/or owner's association withjuri.ldiction over the Property stating that the Property is zoned for Wal-Mart's intended u,e , and this contingency shall have been satisfiod. d. Prior to Clos ing, Wal-Mart shall have received approvals and all responses from all necessary and applic.tble private and/or governmental agencies and entities for the development of the property for Wal-Mart's intended use and any and all she spedfic written approvals , responses , pcnnits and licenses (not including building permilS) as may be required to the construction of this facility upon the property sat is factory to Wal-Mart in its sole discretion . Thi s contingency is for the benefi1 or Wal-Mart . e. Wal •Man shall ha ve obtain ed test results, which in the sole judgment o'Wal•Mart evidence that the Property is suitable for Wal-Man 's intend~. use as more particularly described in paragrapb.s 6111d ? above during the time period set forth in such paragraph 6 and 9. This contingency is for the ben<fit of Wal-Mart. C:\Wpdocs\WALMAll1'Clndmlla\ApmncnLl•t 7.wpd Mlldlt9, 1999 6 113131;99 13134 t 11,o.........,_~~Ap-,IO,Clf,r..,_w ..-,....,.Oplioa~ad~l-..-11-,.,lllallbo ........ llylll ,.......,. ............... Oooiis-11'il--.,..,,lllirtllo.,_.ol'W~ I-s.u. .. ~Don ..... , ..... ..., ... 1111....,..i111on,pn1 .... _,olkill..,._....•dourWlll~l-•lf""' ........... tho-...-....... ■ ............. , ...... ..,.,....i • ..-.,,, .. ,...,,,Clmioa-n,;,_.......,,.,.,111oi..erolH- Mlft, la. Wal-Marl all lot MIWled wldl .. s.a.•, and M-. Dowiopor'1 ....... ftaadlatldlldmllO-llllilla.a-.doartlillllodJelllwlapaatadllauwiapnatAcr-lilr .. CCWnolapmmlProjocl. 11111.........,. illir .. balfilol'Wal-Man. L Wal-Mlrl'I ~ oh copy o,., ealbRahlc ccalnl:l a, pound_..._ t11o Sdl11r1ildP.,...Clly lbrdiepun:uoelllll denJq,ma,toldie 111idaial-or the CC llaleveloplldl'nljc J. The Clatit1 or die ~ Dnelapcr', PlldlaN of ~, II ., cc .......,.._ Pl'ojcct (or die IUClllim nf apound lme l'Dl...., propal)') no laler 111111 the Clollq 0.. ,..,. la ...... 14 below, 11lis caalm&""' b lcrthe benclll ofWal-M.ut it,ayofllltfilrlloial contiqoacies .. DOI lllill!tcl by tbo-spocifi«I, otatmdcd II)· wriaa ........_ .. 11is ......,,. A_,,....t, .,_, 1llo booollaod pllf)I mllb ... the .. ID (1)-1 this PardiaM A.,-by wrilllD aadola,dlcai►-;,pmysi-•ollll:rdla lOdlysallerlbcnpinllanofdlcdalespecifled, wllercupoadlepWadllll ...... I aoed faldl effort II) lllld\l Ibo-•...-widlill -time and, if it ii IIOI .. Mliafitd, 1bit,....... A.,-111aJ1 be 1aminaled, lho r""""" shall be rotunlld lo Wal-Mart, IIICld.e pollios sball b,vc IIO -npll •oblipllona rrin11 -lb l'lr.cbMo "--or (ll) wuvt mcb coadllccacY aod procNd ta cloae. • 13. Secdr:lfrt IF· Wal-Malt'1obllpdoe10-,1otedie--...__,..."7 lblsl'llrdllle"ar-tb~,.o.Stlltrmdthe~Drmaporcuc:utinlalllisfaclDty~ A..-,.r. lfthenionofinal,lipa!RotlnolopallllA.,_iwldldleMaurDevelapffoaa,befon...,.1, I,,., ._diaStllslNllaolOdfyWII-Mart,adWal•Martsballbwlbori&f,lta-ldllal'lirdlalA~-- (10) days' wriaan IIOlice 1111d dlt, Doposli shall be remrned pnrmpdy ro Wal-Mart or Wal-Matt "''>' woliw all continpnoy, 14. ~-n "loaots of mo aa1o of the l'Yopcrt/ ,,_ ScJlcr ta Wal-Man (dta "Cloaioa"l lllalltabpluewiaitolhir1y(JO)dayaaftlrllllslicdoaofallcotllinpncia&Ddcoodi:ionspnced,nt11Closiq,... ,.;. PurdlMe ~ml but DOI llllr Iha 1wc1 .. (12) IIOtllhs rn.n die Efl'ecti .. DIie, ,object lo 0-. ftlr 111aitllodcoallllpnclaaprrmd<dlndlbPurclwe Aar-,.• I0:00 LJD , In the offlcesoflbo TllleCapuya, ... sad, ...... dlle, II such -..... or l.icllk,t: .. tho parties IOI)' mulullly _.. At lhe Closing: a. Wal-Mm shall pay to ~er the Cl01in1 Payment it <Uh or by <GIHlod ...,._ cubier'1 dleck, wl!< transfor, or alh<r itnmedla!tly availablt fundl oca,ptable tD Seller. b. Genaal lal prapcny mes and -.nts or paymont in U&U or 111a ad -ror 111,,.., in w1uc1o die Cloalaa ocaan wn bo oppomanod --lhe pan;a baaed upoe Illa.,.. -levyaad_ml_adjuaollllallallbo1flllll-Geti,nl,al~tax•allll- far)'Oln priarll> Ibo yw ofClodotg1h1II bopoid II)' S.Ua. ID the lVltlt die most NCtllt 11X ftl\llW n oaJy IMillblo rib ._r to a Jarsor pen,cl lhal> 1h11 which b beq acqulr<d II Closing, IIICh fill""' 1111111 be prormd bued .... lhe .lllllber ofams COll1alnal in the Pn.)ll!lly ill proportion to die ...,1,er of aaes mostlMlng lhe larpr t1ld. c. S.U.. shall coo,ay re, llimple mnctJbl• dtle to thc Propeny u dacrllad lo panppll ◄ ofthla l'lirdllM A1~ ta Wal-Man by apocial ~ ad, fru an clw of ID)' 111d all llUI, --,, liens, 1nC11t11lnDc:t5 Uldodle.r111111a1 which -Id a&.ttlde, lllbjeclonlyll> the Pnulodllmplom ~~ 4 c:IVl,...,,WAIMAA1'Clo4l,dl11,•-3-ll.,,.d {i3)i , -19,1199 w.--:!fi-~,'tiiiiiiii"' MAR Z5 •~3 IZ :Z7 ~ t,(I.Jlla - d. Sdl<r ..a. M ill ........ cauc the Tldo Campoy ID dtlivtr ID WII-Mln • ......,.....,..COllllllilmmllDimalDWIII-Mllt aALTA-'1pollcywidlslllldanlmopdou ...... (lle "Owlrs Palley") lullrina lido 111 Ibo Propa1y ii Wal-Mart ia die -of .. l'lln:hae Price subjecl •I)' ID .. -lald!Ja:optlam. 1. StU., Wal-Mat 111111 all oCbcr applicable ponia, sllall -1111 o-1apDai A.,_EOlApolt:CIII, md~Oplioa~ &Dd ....... ftwdleDevolopa,ontA_..,dloymll 111,-dodbydloTldoCompllly, t Sella-, -Dneloper, Wal-Mat 111d all oei,ropplicllllo pollie11lllll - 111o _,,,, _ ... ,.f'erml to iaponanpl,1-lfdll'"'l"incl'"'mdofr-eittworlr is oo<-pllll llyClooiq. &, ID llldilio1I IDIMC0111dolaibld ....... StllawillPI)' uy ... _..... ~of-lllC\llllberiqlM.,._ty,1111-,--, ... Md/or--.lbofeaorSolllt's....,,, a11-.-11 llld.11uol<lpol...,..,_,_1Ddlo __ or......,,..,._....,,llladhffli,,,llld-W .. _of.-dla&di1DonlopNn!A.,..,...,ECllA.,.....~1tqlln:llallOpdmApmmt,City-__, --1...s _,. r-, if•>'· Wai-Man .. mp1ydl1doeumftllaly fot. m, caaal-,lfq dlldood-11111--balflbr,-diqlbdocunlonll-in lho prior-. Thi J)lllla mlloocll door C111111Dlle-lldlmlw-llld1111DpumailbeNl<lCWllyllOCUllr)'1llcloselbo~-1llnplllod lllnll. E.odl plll)' llllall pay --Wot my ups Imposed by Ibo Tltlc COIIIJllllY to prepa,elbodmlq dommcall adp-ovido ,;,.u., dcrin& llfYlces: Sellcrsllall paylhe pranlum dwgedby the Till1C0111pony for the Owau'11'1l11cy. I 5. Wm .. Cgnupissj9N. Wal-Mart and S,U.,•ead, hmbyw.,..tllld repmcntlDdloadler tbll k l • ooc dalt with ay b,oker in cOMe<tion wid, 1M tranll<tioa eon10mpl&tcd herein, ocept for Goldliors ~ .,uociMawbic:bis actinsu Wal-Mut'•-•("Brol<or"). AttbeClosmS, Sellonll ■U p1yorc:m1111D llepoid ID Brom, a~ ID -with•--_, wbicll commluloos slull be paid ll Ciolln&, If lbr II)' _,..,. mdi camtlllsl!tm b DOI pal4 ll ClollnS, die C1oslq h)111cot shill be reduced by tho -al dlo .-..1,...,andtudi amG11t"1all bepoldtodle i!nlbr. Scllerlhall illdcmnij\, .-.d hold hllffllua Wal-MIit he and ap1nr.·my 111d all claim for -..Joas, fea, or olhar compeuadon payohlt ID Brok• or my -nil -bnlk•.r,""""-. -. or Cldler,..... .. I l'IIWI o(di, lllo of die Prope,1)1 and'"' -of•y illlplW or 111ftS1 CG11111U1111C11 r~ l!rl li<rllldn& nwo by Seller. Wei-Man sball indemnify and hold bmmla, Soller ll'OII ad aplml my and all clair.i. for--..... r..., or -eon,_.;on p,yai,I• to ay real --• _., ..i-, r.dlr, or olhcr ra-(acepl alD lhe ron1oin; daml>edcommlnion payable t.• Brol<cr)os arauh ofdlc lllo of Ibo ~ end oo _...,, al. a.-:y Implied or expras commilmait or wulo111ld11g midi by Wal-Marl 16. c\llR!Pm' Fgs. la the cve11t 11w • law suit is brought ID enforce or lniapm all or my ponloa ormll Pllrdlast "~~ dlepmailin&PIIIY in sud! svilsllall buotilJcdto recover, lnaddllloa 111 lll)'odlcr rdidavailal,lo ID suet party, ,-able <GSU llld apcnsa, Including. wllhOUI llmllllion, rasoneble lltOnllyl' &a, -ioeollllldloawllhSlldtsult 17. Jllmlml. ID the cvcot oflll)' ffllcll or flllun, 10 pal'ono by Wa~Mut, Sello, shall. u Sci••• tnly ,.,,,,.iy, be "'titled to tmoinato lhis Purd!&se AiJeemeai aod n!!aln the Depoeil a1 liquidllad c1mo-. la die IWDI of any breach or dor.u?I by S.llct or Master Developer, Wai,Mut shell be tnlillod 10 t,rmlDl&e dill PlrdwcA&r-mtllldoblaina nmu oflhc [lq,o,J~ ll< Wal-Mm raaytrut1hls Purchuc Apane,IIU"""" In IWI force 111d on.ct rill die ricbl to an action for ,p,clfic ptrfonnanco. II. Rcpur,:lyyc, Optjqa. At Closin&, d,cpmicsshall IXCNC Ill ..,-..mcul plll!os Ibo s.u.r • pupc111al aaMimt option lo rcpun:llac lbe Property("~ Option") upoo lbe ocairnnu ofdlc e\'11111 clllcn1,edfatlul_.aftcrtlt11imofC1ooin1, lnthcCYCD1Wal-MlrtY1C11athcWal,t,f&r1Slonalta-kbubom -(o.· buliaea III die publlc 111d ii muinl unoccui,ied for one (I) ycar, llld Wal-Mut has failod to deliver lo Ille Selllr I fillly ...,,..lad coolrxl for 1111 of tlto Propmy (ovon lliooat, the ......uoo 1111y not be c:1-i or I l'llly ..-ia. tllrlbo Prop:ny (""" dlougll die lellc tono bu IIOlcammmudl, 111c Selltr will havea pcriodof 60 cays rn,., ""' ai,int!llo of mdi 011• yar period (Ille "Oplioa''l ., Dodl'y lvclw., in wnti111, that u wtD purmua Ille l'lopcny II ill lllirmublvahoe, blll llOl laa lhao thc l'llrdalC l'ri<e set~. 0nu tbo Seller l\u mrciNd c,..,.....wAUIAll~t , . ..,, ;t -19, 1099 I Sd ,._,, MAR 25 '99 12:28 PAGE,896 the Option, Seller shall be obligated to pun:hase the Property and Seller's wriuen notice shall create a blndlna CODlllct enron:eable at law and a closing thereon shall occur no lalcr than 60 days after the date orsuch notice . Ir Wal-Man does not receive Seller's written election to exen:ise the Clpllon within the time period provided, it shall be conclusively pr<sumed that Seller does not exen:ise its Option and the Option shall be orno ftuther force and effect and Wal-Mart shall be IJ'lllted the right under the Repurch ase Option to record an affidavit in the ml propeny records of Araplhoe County statina that in accordance with its te rm s, the Repurchase Option is or no further force and effect. Fair market value, as used hen:in , shall be d<temtined by agreement or the panies, or if the parties an: unable to agn:e, then by appraisal . Each party shall select and pay for an sppraiser to determine fair market value . If the appraisers agn:e on the rair market value, that determination shall be ftncl wtd binding . Ir the appraisers cannot agree on the fair market value, the two appraisers shall select a third appraiser paid for one-hair by Seller an <i one-hair by Wal-Mart who shall select one or the other or the appraisals offered by the lint two sppraisers. No appraiser may be employed by (or at any time in the pall five yean been employed by) or affiliated with the Seller, the City or Wal -Mart. Ir the appraisel(s), in aniving at rair market value , determine the Propeny has a higher rair market value without the improvements then situated on the Property, the appraiser can take such determination into account (including the cost of demolition associated then:with) in arriving at rair market value . The Seller shall have the right to assign to the City its rights in the Option herein described, but all other assignments shall be strictly prohibited without Wal-Man's prior written consent which consent may be granted or denied in Wal-Mart's sole discn:tion . At the Closing, Seller shall pay Wal• Mart in immediately available funds , the fair market value detmnincd as abo ve dctcnnincd less the apponionmcnt for real property taxes and assessments for the year in which the Property is rcconveyed to Seller and all outstanding amounts plus interest, ir any, under the reimbursement agreement described in paragraph IO above . The Propeny shall be transferr<d to Seller by special warranty deed conveying the Propeny subject to all matters to which Wal-Mort took tide and those matters placed or record during Wal-Mart's ownership , but free and clear or liens, (except the lien for taxes and assessments not y,-: due and payable) and encumbrances . Wal•Man shall not provide title insurance to the Seller nor pay any costs associated with the closing or the Option . The parties shall agree upon the tenns of the Repurchase Option in the fonn ofan agreement 10 be recorded at Clos ing within 90 days fol!O \\ing the Effective Date. In the event the panics rail to agree upon the tc nns or such Repun:hase Option within such 90 day period, either party shall have the option to tenninate this Purchase Agreement upon prior written notice given no later than 10 days after the expiration or such 90 day period . In the event or such tennination , the Deposit shall be n:tumed promptly to Wal- Mart . 19 . Force Majeµre. If ei1her party 's performance under this Purchase Agreemen t is delayed beyond the fin .. ! date required hereunder because of delays fr\lm causes beyond the reasonable conttol of such party, such as, but not limited to, acts of God, strikes , work stoppage s, unavailability or delay in recei ving labor or materials , weather conditions, or ftrc or other casualty , then the date by which such party shall be required to perfom1 shall be extended for a period of time equal to the length of sa id delay or delays bu t in no event will the date for performance be extended for mon: than thirty (30) days. 20 . t!21i£n. All notices provided for herein '>hall be in Ylfit ing and sh all be deemed giv:n to a party when a copy thereof, addressed to such party as provided her !in, is actually delivered, by personal delivery, by commercial courier or by successful facsimile transmission , at the address of such party as provided be!C'w . All notices shall be addressed as follows: To the Seller: Englewood Environment.31 Foundation , Inc . 3400 South Elati Englewood, CO 80110 Attention: Rick Kahm Facsimile: 303-789-1125 Telephone : 303-762-2305 C~Wpdocl\WALMAR1'Cindadla\Ap,allall.J•l7.•Jd Mardll9, 1999 9 • with a copy to : H. Michael Miller, Esq . Berenbaum , Weinshienk & Eason, P.C. 3 70 17th SIie•~ Suile 2600 Denver, CO 80202 Facsimile : 303-629-7610 Telephone : 303-825-0800 To Wal-Mart: Wal-Mart Real Esiato Bu,iness Tnist Sam M. Walton Development Complex 2001 SE 10th Sl!ffl Bentonville, AR 72712-6489 Attention : J. Chris Callaway Facsimile: 501-273-8380 Telephone : 501-273-8882 with a copy to : R. G. (Shelley) Kro vitz The K11 vitz Law Finn , P.C. 5290 DTC Parkway, Suite 150 Englewood , CO 80 II I Facsimile : (303) 771-4551 Telephone : (303) 771-4554 21. Govemjng Law . The v,lidil)I andeffett of this Purchase Agreement shall be '.etermined in accordance with the laws of the Stile of Colorado . 22 . Partial Jnva!jctjtv . In the event that any condition or covenant bmin coat.lined is held to be invalid or void by any court of competent jurisdiction, the same shall be deemed severablo from tho remainder of this Purchase Agreement and shall in no way affect any other covenant or condition herein contained. If such condition, covenant or otherpro ;isionc ~h!dl ~,e deemed invalid due to its scope or breadth, such provision shall be deemed valid to the extont of the scope orbrea.•~• pennitted by law . 23. Jime . lfanyeventorperfonnancehereunderisscheduledorrequiredtooccuronaSatunlay, Sunday, or legal state or federal holiday in Denv,r, Colondo, su.h Jate shall be automatically ext,nded to the next day that is not a Saturday, Sunday or legal slate or federal holiday in Denver, Colorado. Time is of the essence with respect to each provision requiring perfonnance within a stated period ofurn e. 24 . CountclPffll• Ex~. l h is Purchase Agreement m,y be executed in :ounterparts and, when coun«rparts of th is Purehase A~ment have bee . executed and delivered by both of th e ,ortics hereto, this Purchase Agreement sha ll be fully bin~ ing and effective,jusr as if both of the par:ies hereto bad eUCU1ed and delivered a single counterpart hereof. Without limiting the manner in 11hich execution of tn,, Purehase Agreement may otherwiso be effected hereunder, execut ion by either party may be efft,ted by facsimile 1nnm,ission of I sigJll!Ur< page hereof executed by such parl)I . If either party effects execution in such manner, such party shall also promptly deliver to the other party the counterpart physically signed by such party, but the failure of such party to do so shall not invalidate the execution hereof effected by fac simile tran1 nission . 2! . Ent';< Agreement T.:is Purchase Agreement conrains the end,,, ..-.lentandin& and agreement between the par,ies with respect to the subject matter hereof and supenedcs 'Ill prior commitments, C.1Wpdocs\WALMAJlKirldc,dla\Ap<cfflenl.3•t7.wpd Madi 19, 1999 I 0 undmtandinp, wunnties, and neaoli11ions , all of which are by the execution t.mof rtndercd null and void. No amendment or modification of this Pw<hase Agreement shall be made or deemed 10 have been made un!w In wriling, executed by the party or parties to be bound thertby. 26 . ~W!l..J'.MillL.l2ilJ.:~. Spedal W<ina districts may bt subject 10 aen ei ,1 oollption indeb1ednm that is paid by ,.,,...,,es produced from annual lax levies on the W<able p•opr Y within web districtS. Prope;ty ownen in such dislrictS may be placed at risk for inrnased mill levies and exc.ssi < burdens to support the servicing of such debt where cin:umStlnces arise resulting in the inability of such a di.,a •ct 10 dlsc~.arp such indebtedness withoutsuch an incrtase in mill levies. Purclwen should invesligale the de~I fir Mc••; o quirements of any currtnlly authorized general obli1a1ion indebtedness ofsuch districts, «isling mill levie, d ,·,ch .J'11rictscrvicing such indebtedness, and the potential for an increase in such mill levies . 27 . Yl!l!ll· The Sellerortht:City L,tends 10 apply for various grants 10 be use~ 1ooffset portions of the cost for the CC Redevelopment Project Wal-Mart shall aarte to cooperate with the Seller and the City in providing necessary infonnation (such as anticipoted number of new employees) to assist the Seller or the City Ui processing i..1 application for such gnnis, providt:d, however, Wal-Mart shall nol be obligated to incur expenses to !'rovide such infonnation nor to modify its operatittg and/or personnel procedures to comply with the requimncr.ts of an.v SU'-.~ tuant 28. Construction Commcncwent. Subject to the requirements set fo:"th bc:low and subject to force m~}eurc extending for no more than 90 days, \\111-Mut agrees to com1nence construction of its buildi1g 90 days aft.er tLic date of issuance of a building pennit fo r i.i1e Wal-Mart Store (the "Commencement Date .. ). Vial-Mart's obligation to commence construction shall be contingent upon : (i) this Purchase Agreement closing; and (i1) Seller or the Master Developer delivering the Property to Wal-Man in the condition required by the Development Apeement "Commencement of Construction" shall mean that Wal-Man has poured the building foundation . 29. Mil<•Uaueous . a. ~-Toe terms of 1his Purch, se Agreement may not be amended, modified, waived or 1ennina1od orally, but only by ;n instrument in writing sig ,ed by each of the parties. b. ~-The headings to the sections he-e11fhave been inserted for convenience of reference only, and shall in no way modify or restrict any provisions h!'eof or be used to consuue 111!" such provisions . Succession ;u,d Assimmcn! or Agrce i;icgt. No party may assign any interest under this Purchase Agreement without the prior written approval of all other parties, which approval shall be at the discretion of each ,arty. Wal-Mart may assign U,is Conll'act, without prior approval , to any subsidiary ~r affiliate of Wal-Mart ; provided, however, such assigDee shall assume all obligations hereunder, ar.d provided , fiu1h<-, Wal-Martsb&IJ not be released from any obligation or liability hereunder. This Pw<hase AgreemenlShall inure 10 the benefit of and bind the panics hereto, and their respective successors and permitted assign s. d. Unless waived by Wal-Mm (which i1 shall have the right, bul nol lhe obligation ID so do), this Purchase Agreement is contingent upon exCCll"don by the Sel,,r and Miller Weingar.,n Realty, LLC , and delivery ID Wal-Mart no later than S:00 p.m . Denver lime, March JO, 1999 . C~Wpdocs\lVAl.MARl\C-.11~-17.wpd -19, 1m II IN WITNESS WHEilEOF, die pu1ia have executed lhis Purchase Aa,eement u or die ,lay 111d yar ftnt above wrian. ~ ENGLEWOOD ENVIRONMINT ~ l. FOUNDATION, INC. By: r:?#:~ er President WAL-MARTREALEST,\TE BUSINis.<"T.kU~,, a 0.law-mi•ess r.,•t / ~ By: '). //eh,./ Robert M. Bedard, Assistant Vice President TiiE LNDERSIGNED joins in lhis Pllrclwe Agreement and agrees to lhe pro;•isions or parqraph I ~~.rein and parqrapb 11 ber<in as to die separate easement .....,cent, aod agrees to negotiate in ~ood faith to reach "-lll!ffll1ent on both the Development A greemmt and lhe separate easement agrttmen t. ~~T~LLC Date ,~i; tj'f By:. ~,1,t..,-,II . ///1,l..{,c<.. Title : ___ .L-'~'--------- ~jje,._/vn; p ffee/4/ ,-111/ /ll~fr 1J1~..I ½ pi.j lilij ., EXHIBIT LJSX A Lepl Description-CC RA,developmenl Project A·I CC ltedevelopmenl Project Deplctloa B The Properl'J Depiction C Prollmhwy Sile Plan D Survey Sllndards • C.~ ......... W~..,.-.1-17.wpd -19,1999 13 • • • EXHIBIT A WAL-MART STORES, INC. LEGAL DESCRIPTION-CC REDEVELOPMENT PROJICT A PART OF THE SE I/◄ or SECTION 33, AND A PART or THE SIi I/◄ or SECTl □tl 3 ◄. TOIINSHIP 4 SOUTH. RANGE ,a \/(ST or THE 6TH P.11, CITY or EIIGLEW□OD. COUIHY or ARAPAHO(. HATE or COL □R A DC. DESCRIBED AS r □LLOIIS• COHH(NCING AT THE Ss/ COl::MER Of SAID SECTION 341 THENCE IIORTHERLY ALONG THE \/EST LINE or SAID SECTIOtl 34 A DISTAtlCE or 68.00 FEET TO A PO:N 7 "~ THE NORTH LUIE or \/EST HAMPDEN A\'EtlUE (AS SAID NORTH LINE EY.ISTc~ PRl □R TO THE GRANT or EASEMEIIT$ IN INSTRUMENTS Rf.CORDED IN BOOK 1714 AT PAGES ◄12, ◄23, ◄26 AND ◄29), SAID POINT BEING THE P □lMT OF BEGINNING, THENCE ON AN ANGLE 10 THE LEFT or 89 "◄0'32' AND ALONG SAID NORTH LINE A DISTANCE er 472,00 FEET, THEtJCE ON Atl ANGLE TO THE RIGHT OF 90'00'00' A DISTANCE or 133.00 rEET, THENCE □ti AN ANGLE TO THE LEFT or 90'00'00' A DISTANCE or 150.00 FEEl1 THENCE ON AN ANGLE TC THE R!GHT or 90'00'00' A DISTANCE or 8.00 FEET, THENCE ON .... ~ ANGLE TC THE LffT OF 90"00'00' ~ A DISTANCE OF 292.40 FEET, THENCE ON AN AtlG~E Hi THE RIGHT OF 89"55'00' A DlSTA/ICE OF 36,00 f"EET, THENCE ON AN Al!GLE TO THE LEFT or 90"38'42' A DISTANCE OF 66 .0 ◄ rrr.r TO A POl!ff ON THE EAS ',' LINE OF TH( SANTA F( RAILROAD RIG IH ·OF-IIAY1 THEtlC( □ti AN ANGLE TO TH( RIGHT OF 106"54'23' AND ALONG SAID EAST LINE A DISTANCE CF 312.76 FEET1 THENCE ON AN ANGLE TO THE RIGHT or 1"52'00' AIID ALONG SAID EAST LINE A DlSlANCE or 812.25 FEET TO A POINT ON THE MORTH LltlE OF THE SE 1/4 OF THE SE 1/4 or SAID SECTION 331 THENCE ON AN ANGLE TO THE RIGHT or 71'46'26' AND ALONG SAID IIORTH LINE A Dl~TAIICE OF 604 .65 FEET, ".ORE OR LESS, TO THE IIORTHIIEST CORUER OF \/EST FLCYD A'/ENUE AS DESCRIBE~ IN THE DEED TO THE CITY OF ENGLEIIOOD. COLORADO. A COLORADO HOME RULE CITY RECORDED OCTOBER L 1985, IN BOOK ◄559 AT PAGE 7371 THENC I: ALONG THE 'wESTERLY AND SOUTHERLY LWES QF SAID \/EST f"L □YD AVENL'f THE rCLL □"JlNG COURSES AUD D,S,AIICCS • :> CN AN ANGLE lO THE RIGHT JF 89"51'25' A DISTANCE OF 60.00 FEET TO THE SOUTHIIEST CORNER OF :;AID rLOYD AVENUE AS DESCRIBED IN SAID DEED1 2) ON A~ ANGLE TO THE LffT OF 90'08'35' A DISTAIICC OF 974,82 FEET, MORE OR L(SS, TO TH!: NORTHIIC:T CORNER OF THf. PLAT OF GIRARD PLACE :UBDl \'ISl □N, RECORDED Jl,,lUARY 6, 198 7, Ill PLAT BOOK 94 AT PAGE 18, ALSO BEI NG A PCINT ON THE \/EST L!Nt CF SOUTH ELATl STRErT1 THENCE ON AN AtJGLE TO THE RIGHT OF 90"06 '11' ALONG THE \/ES : LI NE Ci SAID SUBDl'/lSlON MID T,eE IIEST LltlE OF SOUTH ELATI STREE>. A DlSTAIIC!: o, 595.9 1 f"E!:T TO TH1: SOUTHIIEST CORNE, OF SAID SUSDI V!Sl □N1 THENCE CONTINUING ALONG TH[ \/EST LINE or SOUTh ELATI STREET. A Dl.TANCE or 448,6 3 FEET. HQJ<E OR LESS, TO THE NORTHEAST CORNER OF THAT PARCEL Dc SCR!BED IN D.:ED TO HAHPDEtJ c □MP SNY, A C □L □R•UO CORPORATION, RECORDED JAIIUARY 2~. 196 7 IN BOOK 1696 Al PAGr. 491 rnE,rcE AL~,G ,HE N □RrHERcY •t1D \/ESTERLY LINES OF SA!U PARCEL lHE fOLL □IIING CO URSES ~"D DIS1'ANCES, 1l □ti AN ANGLE 10 THE RIGHT or 90"09"5 0' ALONG THE NORTH LINE CF SAID PARCEL A DISTANCE or 155.50 ffET, 2) ON AN AtlGL!: TO THE LEFT OF 9~'09'50' A DISTANCE er 144.89 FEET TO A POHIT ON THE NORTH LINE Cf \/(ST HAMPDEN AVENUE (AS IT Ex:sTED PRIOR TO THE GRANTS OF EA S£H£NTS ltl INSTRUMENTS RECCRDED !ti BOOK 1714 AT PAGES 412, ◄23 , 426 AND •~9 >1 THENCE ON AN ANGLE TO THC RIGHT OF 90"09'50' AND ALONG SA!" I/ORTH LINE A DIS[MICE OF 289,15 FEET TO THE SOUTHEAST CORNER OF THAT PARCEL DE SC RIBED IN DEE D TO COLUMBIA INSURANCE SER VICE. INC . A COLORADO CORPORATION, RECORDED JUNE 2L 1967 HI BCOK 171 ◄ AT PAGE 4001 THENCE ALONG THE EASTCRLY, NORTHERLY AND \/ESTERLY LINES or SAID PARCEL THE f OLLOllltlG COURSES AND DISTANCES, l> ON AN AIIGLE T □ THE RIGHT OF 90"00 '00' A DISTANCE or 130.00 FEET, 2) ON AN ANGLE TO THE LEFT OF 90 '00 '00' A DISTANCE OF 120,0 0 f"EET1 3) ON AN ANGLE TO THC LEFT OF 90 "00'00 ' A Dl:;TANCE OF 130.00 FEET TC A POINl ON THE IIORTH LINE or SAID VEST HAMPDEN AVENUE AS lT EXIHED PRIOR TO SAID GRANTS OF EASEMENTS, THENCE 011 AN ANGLE TO THE RIGHT OF 90'0C'00' AND ALONG SA ID NORTH LINE A DISTANCE OF 381 .0 0 FEET TO 111E POI NT OF BEGINNING. CO NTAINING AN AREA OF 47 ,116 ACRES, HORE OR LES SJ EXCEPT, PARCELS I TO 6, INCLUSIVE. AS SET FCRlH IN THE RIGHTS AND EASEHEIHS AS CONVEYED BY SPECIAL 1/ARRAtlTY DEED ,ROH CAPITAL ALLIANCE COMPANY TO YAMPDEN CC.-.PANY, DATED JANUARY 18, 1967 AND RECORDED JANUARY 17, 1967 IN BOOK 1696 AT PAGE SL AS AMENDED BY THAT CERTAIN L, CLMENT DATED JUNE 2, 1967 AND RECORDED JUNE 2L 1967 IN BOOK 1714 AT PAliE 3381 fA ,., ··u, cnHHENCIN G AT TH E S\/ CORNER or SECTION 34 DESCRIBED AB~\ £1 THEIIC E NCP, HERL Y AL ~•IG THE \'ES T LINE OF SAID SECTION 34 A DISlANCE OF 68 ~O '.:ET TO A PC!N l' ON THE NORTH RIGHT-OF-VAY LltlE OF \/E',T HAHP PL •• Av ENUE (AS SAID RIGHT-o,-•JM LINE EXIS TED PRIOR TC THE GRANTS OF l"<:;fl t STS IN INSTRUMENTS RECORDED IN BOOK l7J4 AT PAGES 112. 423, \cs Al.,, "'.9)1 THENCE EASTERLY r N AN ANGLE TO THE RIGHT Dr -.. ~·~7 '<6' AL ON G SAID NOR TH RIGHT or \/AY !.!NE A DISTANCE or 163.00 f L ['1 \"'·.O 'r.c 0,1 Aloi ANGLE TO THE LEFT or 90•00 ·00· A DISTANCE or , .. :;.<,~ r £-T r::. A POINT VHICH IS 2.2 FEET ;0UTHE'RLY1 or THE ll<TER S[.; I 1DN QC COLUMN LINE 33 \/ITH COLI M!I Ll 'IE BB or THE EXISTI.<G BUILDI NG S AND IMPRO \'EMENTS, \/HICH POI /IT IS THE TRUE POINT or BEGIN NING, THENCE NORTH\/ESTERL y ON AN <NG LE TO TH E LEFT or •s·oo ·oo· ALONG A LINE PARALLEL TO AND 1.5 FEET SO UTH\/ES,:,L Y F~OM SAID COLUMN LINE 33. A DISTANCE OF 384.00 FEET TO A POINT \/Hl r:H JS 1.5 FEET SOUTHEASTERLY FROM COLUMN LINC /IN OF SAID BUILDINGS, THENCE SOUTH\/ESTERL Y ON AN ANGLE TO THE LEFT OF 90"00 '00' ALONG A LINE PARALLEL TO AND 1.5 FEET SOUTHEASTERLY FROM SAID COLUMN LINE NN A DISTANCE OF ◄80.00 FEET TO A POINT \/HICH IS 2.2 FEET SOUTHERLY OF TH£ IN TERSECTION or COLUM N LINE NN AND COLUM N LINE 18 OF SAID BUILDINGS, THENCE NORTH\/ESTERL Y ON AN ANGLE Ta THE RIGHT OF 90'00'00' ALONG A LINE PARALLEL TO AND 1,5 FEr.T SOUTH\/ESTERL Y FROM SAID COLUMN LINE 18 ;.. DISTANCE or 256,00 FEET TO A OQjNl' \/HICH IS 1,5 FEET ~OUTHEASTERLY COLUMN LINE VY or SAID BUILDINGS, THENCE SOUTH\/ESTERLY ON AN ANGLE TD THE LEFT or !lu'OO'OO' ALONG A LINE PARALLEL TD AND 1,5 FEcT SO IJ THEASTERL Y FROM SAID COLUMN LINE VY A DISTANCE OF 90.00 FEET TD A POINT \/HICH IS 6.00 FEET NORTHEASTERLY or COLUHN LINE 15 or SAID BUILDINGS OR IMPROVEMENTS, THENCE NORTHIIESTERLY ON AN ANGLE TD THE RIGHT or 90'00'00' ALONG A LINE PARALLEL TD AND 6.00 FEET ',iORTHEASTERL Y FRn '< SAID COLUMN LINE IS A DISTANCE OF 10 ◄,0 FEET TD A POINT 1/HICH Ir , 5 FEET NORTH\/ESTERL Y FROM COLUMN LINES YY OF SAID BUILDINGS, T "i-':E NORTHEASTERLY ON AN ANGLE TD THE RIGHT OF 90'00'00' ALONG , t 1 · IE PARALLEL TD AND 6.5 FEET N□RTH\/ESTERL Y FROM COLUMN LINE YY ~ DISTANCE OF 189.5 FEET, THENCE SOUTHEASTERLY ON AN ANGLE TO THE RIGHT OF 90'00'00' A DISTANCE OF 5.00 FEET TO A POINT \/HICH IS 1.5 FEET NORTH'w'ESTERL Y FROM THE SAID COLUMN YYJ THENCE NORTHEASTERLY ON AN ANGLE TO THE LEFT OF 90'00'00' ALONG A LINE PARALLEL TO AND 1.5 FEET N□RTH'w'EST[RL Y FROM COLUMN LINE YY A DISTA NC E OF 543.5 FEET TO A POINT \/HICH IS 1.5 FEET NORTHEASTERLY FROM COLUHN LINE 38 or SA ID BUILDINGS AND IHPROVEHENTS1 THENCE SOUTHEASTERLY ON AN ANGLE TD THE RIGHT or 90•00·00• A DISTANCE OF 64,00 FEET TD A P□IN 'f 1.5 FEET NORTHIIESTERL Y FROM COLUMN LINE II\/ OF SAID BUILDI NGS AND IMPRO VEMENTSJ THENCE NORTHEAS TER LY ON AN ANGLE TD THE LEFT or 90'00 '00' ALONG A LINE PARALLEL TD AND 1,5 FEET NORTH VESTERL Y or SAID COLUMN LINE \/\/ A DISTANCE OF 224,00 FEET T□ A POI NT \/HICH IS 1.5 FEET NORTHEASTERLY FROM COLUMN LINE 45 OF SAID • • • IUILDll<GS AND IHPROVEH£NTSi THENCE SOUTHEASTERLY ON AN ANGLC TO THE RIGHT or 90•00·00 · ALONG A LINC PARALLEL TO AND J,5 rcrr NORTHEASTERLY rRQH SAID COLUH~ LINE 45 A DISTANCE or 128,00 FEET TO A POINT 1,5 rcET NDRTHVCSTERLY FROH COLUMN LINC ss or SAID BUILDIN~S AND IHPROVf.HCNTS1 TH(NC C NORTHEASTERLY ON AN ANGLE TD THE LCrT or 90•00·00· ALONG A LINC PARAL L EL TO AND 1.s rEET NCRTH 'J(STERLY rROH SAID COL UMN LINC ss A DI STANCE or 160.0~ rECT TD A POINT VHICH IS 1,5 rCET NORTHEAST(RL V rROS COLUMN LINE so □r SAID BUILDINGS AND IMPROVEHCIITSi THENCE SOUTHEA ~ !ERL Y ON AN AtK:~E TO ·, !E RIGHT OF 9o·ou ·oo· ALONG A LINC PARALLEL TO AND 1,5 rEET NORTHEASTERLY rROH SAID COLUMN LIN( so A li.,IANCC or 192.uO rEET TO A POINT VHICH IS 1.5 rcn JIORTHVESTERL Y rROH COLUMN LINC MH or SAID BUii.DiNGS AND IHPROVEHENTSi THENCE NORTHEASTERLY ON AN ANGLE TO THE LErr or 90'00'00' ALONG A LINE PARALLEL if! AND 1.5 rEET N □RTHVn TCRL Y rROM SAID COLUMN LINE HH A DISTANCE or 96.00 rEO TO ,, POlflT 1/HICH IS 1.5 FEET tl□RTHEASTCRLY f"RQH COLUMN LINC SJ or SAID Bt;I LDINGS AND IHPR □VEMCNTSJ THENCE SO UTH EASTCRL Y ON AN Al!GLE TO THE RIC-HT or 90 ·00·00· ALONG A LINC PARALLEL TO A~D 1.5 rECT NOR7~(ASTERL Y rROH SAID C□LUHN LINE 53 A ~:. TANrc OF 55.0 rccr TO A PDII H \'HICH IS 10.5 rECT NORTHFVCS TER LY rRUH .;□LUMtl LINE KK or SAID BV ,~DINGS At•D IMPROVEMENTS; THENCE l'IORT' C•ST CR LV ON All ANGLE TO TH( LErT or 90'00'00' ALONG A LINC Pt,RALLCL :0 AND 10.5 rccT NORTHV(STERLY rROM SAID COLUMfJ LINE KK A DISTAMCE CF 96.00 rECT TO A POIIH VHICH IS 1.5 rEET tlORTHCASTERLV TD A P □INT VHICH IS 1.5 rccr NORTHCASTtRLV rROH COLUMN LINE 56 or SAJr, BUILDINGS AND IM?ROVEHENTS, THENCE SOUTHEASTE '<LY ON AN A>l:i LC TO THE RIGHT ur 90'00'00' ALONG A LINC PARALLEL TO AND 1,5 rEET NORTHEASTERLY rROM SAID COLUMN LINE 56 A DISTANCE or 652.00 rcET, THENCE SO'J THERLY ON AN ANGLE TO THE RIGH ! or 45•00·00· A DISTANC c or 135.9 rEL T TO A POIIIT '.tHICH IS 1,5 rECT SOUTH EAS TERLY rROM COLUMN LINE II OF SAID BUILDINGS AND IMPRCVEM(NTS; THENCE SOUTHVCSTERLY ON Al l ANGLE Tu THE RIGH T or 45•00 ·00· ALO NG A LIN( PARALLEL TO AND 1.5 rcE T SOUTHEASTERLY or SA ID COLUMN LINE N A DISTANCE OF 33.07 rEET1 1 HE"CE ALO>IG THE BOUNDARY or A PARCEL DESCRIBED IN BOOK 173◄ Ai PAGE 6:~ THC FuLL □VING FOUR W COURSES, II) NORTHVE:;TERLY ON AN A.'IG L C TO THE RIG HT or 90'00'00' A DISTANCE or 56,25 FEET, (2) 1hENCE NORTHEASTERLY ON AN ANGLE TO THC RIGHT or 90'00'00' A DISTA!oCE or 6 ◄,00 F(ET1 <3> THENCE NORTHVESTCRLY ON AN ANGLE TO THE. LErT OF 90•00•00 • A DISTANCE OF 136.00 fEETi W THENCE SOUTHIIE STERLY ON AN ANGLE TO THE LErT or 90'00'00' A DIST~'ICC or 278.83 rcrr, THENCE DEPARTING THE BOUNOl,RY OF SAID PARCEL A~D C:JNTINUlNG ALONG LAST SAID COURSE A DISTANCE or 25.00 FEET ALONG A LINC PARALLEL TO AND I.SO F(CT SO UTHIICSTERL Y rROH SAID COLUMN LINC T TO 1, POINT VHICH IS 15.S FEET SOUTHVESTERU rROM COL UMN LINC 45 or SAID BUILDINGS AND IHPROVEHENTS1 THENCE NORTHVESTERL Y ON AN ANGLE TO THE RIGH T or 90 "00'00' ALONG A Lll<E PARALLEL TO AND 15.5 FEET SOUTHVCSTERLY rROM SAID COLUM ,1 LINC ◄5 A DISTAt<CE OF 2 ◄2.00 rrcr TO A POI NT , THENCE SCUTH VCSTERLY ON AN ANGLE rn THE LEfT OF 90•00·00· A DI STANCE or 17 .00 FEET, THENCE NOR lHVESTERL Y ON AN AUGLE TO THC RIGHT ~. 90'00'00' A DISTANC E or 14,00 rccr TO A POIIH 1/HICH IS 1.5 rtCT SOUTHEASTERLY □r COLUHN LINE BB or SAID BUILDINGS AND IHPROVEMErHS1 THENCE 0,1 At/ ANGLE TO THC LEFT or 90'00'00 ' •~□NG A LINC PAR l,LLEL TO AND 1.5 rEET SOUTHEASTERLY rROM SAID COLUM>I LINE BB , DIST A~CE or 353.00 F~CT TO THE TRUE POINT or BEGINNING, <THIS PARCE~ CONTAINS 16.265 ACRES, MO R1: OR LESS ,) f!l!CE.L....B • COMMENCJl<G AT THE sv CORNER or THE ABO V ( DESCRIBED SECTION 34J THENCE NORTHERLY ALONG THE I/CST LINE OF SAID SECTION 34 A DISTAN:C or 73.0 rccr TO A POINT ON THC NORTH LINE or A 5,0 roar CASEMENT GRANTED TO THC DEPARTMENT OF HIGHVAYS, STATE or COLORADO. BY INSTRUMENTS RECORDED IN BOOK 171 ◄ AT PAGES ◄12, '123, ◄26 AND 429. ARAPAHOE COUtlTY, COLORADO, RCCORDS1 THENCE EAS TERL Y ON AN ANGLE TO THC RIGHT or 90'07'26' A DISTANCE or so.oo rEET TO A POINT ON SAID NORTHERLV LINC \IHICH ts THE TRUE POltH or BEGINNING, THENCE CO>ITINUING EASTERLY ALONG SAID NORTH Ll"E A DISTANCE OF 185.00 FEET TO A P □INTJ THENCE NORTHERL V ON AN ANGLE TO TH( LCfT Of' 90'00'00' A DISTAi/CC Of 15 ◄,00 FEET TO A POINT, THENCE VESTERLY ON All ANGLE TO THC L ErT or 90'00 '00' A UISTANC( OF 185.00 rccr TO A POINT, THENCE SOUTHFRLV Cl/ AN MGLC ,a THE I.EF1 or 9C"D0'00' A ~!STANCE Uf 154,00 r~r.r TC T>iE TRUE POINT Of BEGINNING, <THIS PARCEL CONTAINS 0.65◄ ACRES, HORE OR LESS), C~Wpdocs\WALMAJll\Cindmlla\Apecmca1.l•l7.wpd Mlrdil9,l999 • ugc(l.. ~• COMMC:NCING AT TH[ SC CORNER OF THE ABOVE DESCRIBED SCCTIOll 331 TH,:NCE NORTHCRL Y ALONG THE \/EST LINE or SAID SECTION 33 A DISTAl<CC OF 73.00 FEET TC! A POINT 0" THE NORTH LINE OF' THE EASEMENT DESC~i6E D IN EXCEPTION B ABOVE, THENCE \/ESTERLY ON AN ANGLE TO THC LEr T or 89'40'32' ALONG SAID NORTH LINE A DISTANCE OF 20,00 rcET TO A POINT ON SAID tlORTH LINE 1/HICH IS THE TRUE POINT □,· BCGIIINltlG1 lHENCC CONTINUING 1/ESTERL Y AlO>IG THE SAME COURSE AND ALONG SAID NORTH LINE A DISTAMCE OF 265.00 FEET TO A POINT1 THENCE NORTHERLY ON AN ANGLC TO THE RIGHT OF' 90'00'00' A DISTANCr. C!F 136.00 FEET TO A POINT, THENCE EASTERLY ON AN ANGLE TO Tr£ RIGHT or 90'00'00' A DIST ~NCC OF 265.00 FEET TO A POINT1 THENCE SOUl'HERL Y ON AN ANGLE 10 TH~ RIGHT OF 90'00'00' A DISTANCE or 136.00 f i,T TO THE TR UE P □,NT OF' BEGINNING, (THIS PARCEL CONTAINS 0,827 ACRES, MO RE OR LESS), faRCl:J....ll• COMMENCING AT THE TRUE POINT OF' BEGINNING OF EXCEPTION C ABOVE, THENCE CONTINUING 1/CSTERL y ALONG THE NORTH LINE or EASEMENT DESCRIBED IN EXCEPTION B ABOVE A DISTANCE OF 323,01 FEET TO A POINT IIHICH IS THE TRUE POINT OF BEGINNING OF THIS EXCEPTION1 THE~'CE CONTINUING \/(STEHLY ALONG SAID NORTH LINE A DISTANCE or 129,00 FEET ~~•to•cio~ 1 ~TJ Dl~:~tE N~;Tl~~~ioy F~~t~oA~G~~1!~. w.~N~ 1 tiAr:1RLY ON AN ANGLE TO THE RIGHT OF 90'00'00' A DISTANCE OF 129,00 FEET TO A POINT, THENCE SOUTHERL y ON AN ANGLE TO THE RIGHT or 90 ·00 ·00· A DJS T ANCE or 136.00 FEET TO THE TRUE •□INT OF BEGINNING, <THIS PARCEL CONTAINS 0,403 ACRES, MORE □R LESS), ea&lJl....f:, COMHENCING AT THE SIi CORNER OF THE ABOVE DESCRIBED SECTION 341 THENCE NORTHERLY ALONG THE \/EST LINE OF SAID SECTION 34 A DISTANCE or 73,00 FEET TO A POINT ON THE NORTH LINE or THE EASEMENT DESCRIBED IN EXCEPTION B ABOVE, THENCE EASTERLY ON AN ANCil.E TO THE RIGHT or 90'07'26' AND ALONG THE SAID N□RTH LINE A DIH ANCE OF 668,03 FEET TO A POINT 1/HICH IS THE TRUE POINT OF BEGINNING, THENCE ~ONTINUING EASTERLY ALONG THE SAHE COURSE A DISTANCE OF 122,12 FEET TO A POINTJ THENCE NORT HERLY ON AN ANGLE TO THE LEFT Of 90'09'50' A DISTANCE CF 1 ◄2,38 FEET TC A PCIIITJ THENCE IIESTERL Y ON AN ANGLE TO THE LEF'T OF 89'50'10' AL □NG A LINE PARALLEL TO T~E A80VE DESCRIBED NORTH LINE A DISTANCE Of 122,12 FEET T □ A POINT, THENCE SCUTHERL Y ON AN ANGLE TO THE LEFT Of 90'W50' A DISTANCE Of 142,38 FEET TO THE TRUE POIIJT OF BEGINNING, EXCEPT PARCELS 1-6 AT BOOK 171 ◄, PAGE 338. <THIS PARCEL CONTAINS 0,396 ACRES, HORE OR LESS), WCc.L.....J, COMMENCING AT THE SIi CORNER or THE ABOVE .)~SCRIBED SECTION 3 ◄1 THENCE NORTHER!.~ Al □NG THE VEST LINC OF' ,;AID SECTION 34 A 01ST ANCE OF 73.00 FEET TO A POINT ON THE NORTH LINE or THE EASEMENT DESCRIBED IN E>,CEPTION B ABOVE, THENCE EASTERLY ON AN ANGLE T □ THE RIGHT OF i,o·o7'26' ALONG SAID N □RTH CASEMENT LINE A DISTANC:'. OF 501.00 FEET TO A POINT VHICH JS THE TRUE POINT OF BEGINNING, THENCE CONTINUING ,'LONG THE SAME COURSE A DISTANCE or 131.03 FEET TO A POI NT, THENCE tJORTHERL Y ON AN ANGL'C: TO THE LEF'T or 90"00'00' A DISTANCE or 142.38 ffET TO A POINT, THENCE \/ESTERLY ON AN ANGLE TO THE LEFT OF 90·,o·oo· A DISTANCE OF' 131.03 F'EET TO A PCINTJ THENCE SOUTHERLY ON AN ANGLE T □ THE LEFT nr 90"00'00' A DISTANCE OF 1 ◄2 .18 FEET TO THE 1RUE POINT OF' BEGI J,'IING, <THIS PARCEL CONTAINS 0.◄21 ACRf.S, HORE OR LESS), . C:\Wpdocs\WALMAllT\CiodfflllM.,.cmmt.l•l7.wpd Mr.2119, 1999 ~• THE FCLLD\JltJG DESCRIBED PARCCL 2,5 FEET IN \JIDTH. TO-\JIT• ~DHMt:NCING AT THE SDUTH\JEST CORNER or THE ABDVC DESCRIBCD SCCTIDN 3 ◄, THCNCE J<ORTHCRLY Al.ONG THE \JEST LINE ar SAID SECTION 34 A DISlAUCC or 68,00 FCCT TO A POINT ON THC NORTH LINE or \JCST HAMPDEN AVENUE CAS IT CXISTED PRJ □R TD THC GRANTS OF' CASEMENTS IN INSTRUHCN lS RCCDRDCD IN BOOK 1714 Al PAGE~ 412, ◄21 ◄26 AND 429~ THENCE ON AN ANGLC ro lHE RIGHT or 90'07 '26' AND ALONG SAID I.JRTH LINE A DISTANCC or 9 ◄5.6 5 FCCT 10 A POINT ON THE \JEST LINC or CLATI STREET, THCNCC ON AN ANGLC TO lHE LEFT or 90"09'50' AND Al.ONG SAID \JEST LINE A DISIANCC or 144 ,88 FEET TD THC TRUC POINT or BEGINNING, 1HENCC CONTINUING ALONG SAID \JEST '.INC A DISTANCC or 2.50 FECT, THCNCE ON AN AN GLE TD THE LCFI or 99•50•10· AND ALONG A LIIIE PARALLE i_ TD THE SAm NORTH LINC or \Jr.ST HAMPDEN AVCNUC A DISTANCE ar 155.50 FEET, T~'-IICC ON A>l ANGLC TD THI: Lcrr or 90'09'50' A~D ALONG A L!Nc PA RALLf L TO SAID \JEST LINE 0!' ELATI SIRE£! A DISTANCC or 2.50 FEET TD THE N □RTH\JEST CORNER or THE PARCEL OF REAL PROPERTY CONVEYED BY THAT CERTAIN SPCCIAL IJARRAMTY DEED DATED JANUARY 26, 1967 AND RECORDED IN BOOK 1696 AT PAGr ◄9 OF THC ARAPAHOE COUN TY, COLORAD O RCAL PROPERTY RECORDS, THENCf. ON AN AIIGLE TC THE LEFT AND ALONG THE NORTH LINE or TFE PARCEL OF' REAL PP.DPERTY C □NVEYf D BY SAI D SPECIAL \JARRAIHY DEED A DISTANCE Of" 155,50 FEET TD TH: P:Jll ll or BEGINNING. <THIS PARCEL CDIH AINS 0.009 ACRES, HORE □R LCSS), .11m.1 N ~•JlCCL.• cnHMENCING AT lh< SV C□R 'i ER or SCCfl □N 34, TO\JN$HIP 4 SOUTH. RAIIGE 68 \JCST ar T., '•TH P.l<J THENCE NORTHERLY ALONG THC \JEST LINE □r SAID SCCTIQII J ◄• A DISTANCC or 68.00 FCET TD A POINT ON THE NORTH LINE OF \JEST HAH?DEII AVCN\/EJ THEl<CE CAnERLY ALONG THE S•ID NOUH LINE A DI STANC E ar 945.65 FECT TO A POI NT, THEN:c NOR TH ERLY ON AN ~NGLE 10 THE LEFT □r 90'09'50' ALONG THE \JEST RIGH T-□F-IJAY LINE or SOUTH '.' .-1 STREET. A DISTANCE Of ◄85.52 fCET TD A POINTJ THCNCE NORTH'.ESTER .. Y □N AN ANGLE TD THC LEfT □F ◄5'51 40' A DISTANCE □r 48,3, FEET r□ THE TRUE POINT or BEGINNING, THCNCE COflTINUJNG NOR i HIJES lfRL Y ALONG THE SAHC C□URSC. A DISTANCE □f 56.25 FEET TD A P□lN,1 THENCE N□RTHEASTCRL Y Otl AN A>IG LC :G THE RIGHT □f 90•00 · A DJSlANCC or 6q ,O D fECT TD A P □lNTJ lhE NC E NOR THIJESTERLY □,, AM ANGLC TD THE LEfT OF 90'00' A DISTANCE or 136,00 rECI T □ A POINT (SAID POINT BEING ALSO 0,7 5 fEC T SOUIHEAS !ERL y rR □H THE CENTER or COLUMN LINE T AND I.OD FCE r NCRTHEASTCRLY FRC~ THC CENTER □F COLUHN LINE 54 or THC BUlLD\tlGS AND lHPRDVEHENIS CRECTCD AND 11011 BClNG CRCCTCD BY CAPITAL ALLIANCE COHPANY)J THEN CC SDUTH\JESTCRLY ON AN ANGLE TO THE LCF'T or 90•00· ALO NG A LINC 1/HICH IS 0.7 5 FEET SOUTHEASTER .. Y fR □H AND PARAL~L TD SAID COLUMN LINC T, A DISTANCC □r 278.83 FECT TD A P□lNTJ THENCC SO UTHEAST ERLY ON AN ANGLE TD THE LffT or 90'00 ' A DISTA NCE □r 192.25 FEET TD A POINT1 THCNCC NORTH[ASTERL Y ON All ANGLC TO THE LHI or 90'00' A DISTANCC or 21 ◄,83 FCCT TD THE TR UE POIN T or BC GINNING. CON TAI NING Ali ARCA or 1.1 ◄8 ACRCS. HORC OR LESS. •• • • Ulll!JH..e.e&CC\.• A PARCCL or LAND SITUATED IN TH£ SOUTHEAST CNC- OUARTER Of SCCTION 33, TOIINSHIP 4 sour~ RAIIGC 68 "CST or THC 6TH P.H. CIT Y or ENGLE\1000. CCUNTY or ARAPAHO(. ~'OR£ PARTICULARLY , DC~CRIBED AS rGLLOIIS• COHHCNCING AT THC EAS1 ONC-ll\JARTCR CORHER or SAID SCCrlO N 331 THCNCE SCUTHERLY ALON~ THC CAST LINC or TH£ SOUTHEAST ONC -OUAR TC R Of SAID SECTION :;2 A DISTANCE or 1318,35 fCCT :o THC SOUTHEA S r r.n ~Ck CF THE N'JaTHCA r ONE-QUARTER or THE SCUTHCAST ONC:-O'Jl•1U c n ')>' ::AID ~ECTICll 3JJ THENCE ON AN ANGLE TO THE RIGHT or 90'08'35' ALONG THE c'~UTH LINC or SAID NORTHEAST ONE- QUARTER or THE SOUTHEAST □NE-QUARTER or SECTION 33 A DISTANCE OF 30.00 FECT TO THE TRUE POINT Of B.:GtNNINGo THENCE CONTINUING ALONG LAST SAID COURSE, AL □MG SAID NORTH LINE. A DI STANCE or 604 .65 rccT, HORE DR LESS, TO A POINT ON THE EASTERLY LINE or THE SANTA re RAILROAD RIGHT-0,-IIAYJ THENCE NORTHEASTERLY ON AN ANGLE TO THE RIGHT or 108'13'34' ALONG SAID RIGHT-DF-IIAY LIN£ A DISTANCE Of 624 .96 FEi:T TO THE NO>HH B □UIIDARY Of A PARCEL DESCRIBED IN BOOK 5274 AT PAGE 509 IN THE RECORDS or ARAPAl(l( COUNTY) THENCE ON AN ANGLE TO THE RIGHT or 71'48'◄1' /<LONG THE NORTH LINC or SAID PARC!:L AND ALONG TH E NORTH LINE □r FRANZHANN-r □LKERTS SUBDIVISION AMENDED PLAT A DISTANCE or 407 .71 F((T, MORE DR LESS, TO THE \/EST RIGH1-0F-IIAY LINE or SOUTH HURON STREET, THENCE ON AN ANGLE TO THE RIGHT or 89 '49'10' ALONG SAID "CST RIGHT-OF-IIAY LINE A DISTANCE OF 30.00 FEETJ THENCE ON AN ANGLE TO THE RIGHT or 90 '10'50' PARALLEL 111TH THE NORTH LINE Of SAID FRAN2HANN-F'□LKERTS SUBDIVIS:DN AMENDED PLAT A [!STANCE or 133.00 FEET TO THE \/CST LINE Of' SAID SUBDIVISION, THE NC E ON AN ANGLE TD THC LtrT or '30'10 '50' ALONG THE \/EST LINE or SAID SUBD!VISIOH A DISTANCE or 522.43 r£ETJ THENCt ON AN ANGLE TO THE LErT Of' 89'51'25' ALCJ«i A LINE 41 ,00 f'EET HORTHERL Y FROM AND PARALLEL 111TH THE SOUTH LINE or LDT 2. BL □CIC 2 OF SAID SUBDIVISION A DISTANCE or 133.00 FEET TD THE \/EST RIGHT-Df'- \IAY LINE or SOUTH HURON STREET, THENCE ON AN ANGLE TO THE RIGHT Of' 89'51'25' ALONG SAID \/EST RIGHT -Of'-IIAY LINC A DISTANCE or 41.00 FEET TO THE TRUE POINT or BEGINNIN lj, CONT ~INING AN AREA or 5,302 ACRES, HOHE DR LESS, • i--:-- EXHIBIT A-I WAL-MART STORES, INC. CC REDEVELOPMENT PROJECT DEPICTION 1 · ---~~:. ~eo~ ! i I I I l i I i • ! I ·:a_ r· ; \I I, . •: ~.\L.l____L___LL ~~ I ' •• EXHIBIT B \\AL-MA RT STORES , INC . THE PROPERTY DEPICTIO N I ·---·--·-.. I I ~ I I I ~~~Wlf11trc· 0 r-o ~-7 ,~~~~ g~ 0 I . . ~ _,_ ea I '· Q I i ~~-~:t'., I ·J;i'' ( I""\ •,> .. ,. I ,~,J.S~i, 1 i•L . \: ENGLEWOOD CITYCENTER MAS"'l;tl PLAN Wal•Ma rt ~ti. PIUl!I' PRELIMINART &ITE DE 'YELOPME VM:~ lfi!~lf4/l'iif,W©~ ~@Iw. • • EXHIBIT D WAL-MART STORES, INC, INSTRUCTIONS TO SURVEYORS [OR PROPERTY Al"D TOPOGRAPHIC SURVEY REO •JIREMENTS A resistered, professional land surveyor, qu,lified to operate at the pruJe<t location, shall be contacted and requested to perfonn the following activities which include providing the civil engineerin1 consulcant (CEC) with completed drawings for their use . THE PROPERTY AND TOPOGRAPHIC SURVEY MUST INCLUDE THE FOLLOWING ITEMS I. Provide one survey to the CEC on 24"x36" or JO"x42" reproducible tracing material and four paper blueline copies drawn :o a scale of I "•JO', l"-40', or I "•50. Any other drawing size or mle will Ill!! be accepllble. The drawing shall include a dated tide block indicating the surveyo(s name, address and telephone number. 2. In addition to the reproducible and blueline (paper) copies, •II surveys ,hall be completed in a "CADD" system in ".dwg " or ".d,r fonnat. A 3-112" d~k should be submined 10 the CEC for each survey . l. Prov id• on the survey map a wrinen legal description of the project 101 or proper1)1 survey based on the existing "Deed of Reco rd", which shall r:aJ clockwise and agree with the mensuremcnts and bearings indicated on the survey m;o;.,. ·1 ne legal description shall show total square footage and acreage, indicate a definite point ofbcginning, and be properly ,-,.ferenced and dimensioned from pennanent and well-defined reference points . The "basis ofbearings• for the survey shall be clearly referenced . If the project is an assemblage of two or more smaller parcels of S"'l&rlte owne11hip, wrinen legal descriptions and easement data shall be provided for each parcel in addition tu the overall tract. 4. Building setbacks , required landscape buffe11 and all easements of record which affect tb• propeil)' shall bl shown with footnotes referencing the appropriate recording data (i.e., boo~ and page oumbe11(s) forsuch items). The scrvey shall be revised and updated by the surveyor within five (5) days following receipt of a copy of the title commirment (furnished by ethers). All exceptions listtd on the title commitment shall be noted on the survey, including book and page number . 5. Provide survey monumena at each propeny comermee1ing applicable State Requirements, however, at a minimum, survey monwr.ent~ shall consist of a I" galvanized iron pipe , 24" in length, set in concrete, with n1rveyo(s cap. Disturbance to the site shall be kept to a minimum. Any disturbed areas shall be restored to a condition similar or equal to that existing before such disturbance occurred (i .e., minimize impact on vegetation). Tne survey map shall ir.;lude a statement indicating the date that th e monuments have been installed as described. 6. The Surveyor shall certify that the minimum latitude and departure closure errorofl in 5,000 for rural areas or I in 10,000 for small town areas, or I in 50,000 for cities and business areas has been complied witb, except where local code requires grcat~r accuracy and the total acreage shall be indicated on the drawings computed to three decimal places . 7. Prov ide a topographic drawing , dra"ll to scale with north point and graphic bar scale shown including all bearings, dimensions , curve data, present anJ future highway right-of-way lines building set-back lines and All easements of record which P.ffect the property wir!• 1 vicinity map chtj-:ly indicating the si~e location and a dUnensio:1 to the nearest roadway intersectior.. The draw iri g ~ .:i.l! include a clearly c!escribed bench mark , with elevation to 1/100 of a foci accuracy based on USC&: GC datu m. 8. The topographic drawing shall aiclude names of all adjoining roads, streets and highways with the type, width and condition of the drivi.,g surface, shou Ide 11, curbs and sidewalks clearly indicated, including all existing and proposed median openings. C:\Wp6ou\WALMAll1'Clndctella\Aam,ocnll•l7 .wpd Mardi 19, 1999 D-1 ' . 9. The IOJ!Olllphic drawin, shall indicate the owners of all adjacent proper11es, all IIIIIChtnl and improvements on the property~~ the property lines, the exact measURments and deterlpdoas or all property line enc:roaclt111ents including all fences, hedges or other improvemena that court be claimed by Utyone to be ln fiill&ement or encroachment I 0. The topographic drawing shall indicate the acneral type of terrain and size of any drainage area tlw drains •llllO the property, including the 100-ycar nood eleVllion based on USC & GS clatum . lfno ponlon ofth• site is within the 100-year Oood plain, a note should be providrd stating such. , .. The topog11phic drawing shall indicate the size (diameter) and type of all trees on the properly with a diameter gn,atec than or equal to 24" .Provide this information on a separate overlay map (vellum tracin& paper) only . Do not include this information on the base map . 12. The topographic: drawing shall sho,. ,pot elevations, ba, :don USC & GS datum , at 50' interval., on tb e centerline, autterline, top of curb, edge of pavin11.. edge of shoulder and n, 1wline of drainage ditches aloni both sides or all adjoining roads, streets and highways which arc exis1ing and also any a,,Hablc data or contemplated or proposed ch a.,ges. 13. The topographic drawing shall show e<isring ground contour lines, based on USC & GS datum, at one-foot intervals and indicated by dr.shed lines over the e,,lire property, including an areaat lea,t 100 feet beyond the property in all directions . 14. The topographic drawing shall in :i icate existing storm sewers and drainage strucMes which have any effect on the draina8C conuol of the property includir.g structure types and pipe sizes with flowlioe grades and elevations . Al so, ind icate on the drawing if any floodin 2 or eros ion problrms arc bei ng experienced dcwnstream from the surveyed property . · 15 . Tl\e topographic drawiug shall indicate existing sanitary sewers on or near the property, including manholes , type of pipe and size of pipe wit'J grades and flowlinc elevations. If sanitary sewer is .10! readily available, tbe location of manholes, type and sty le of pipe and nowline elcvabons of the nearest sewer shall be indicated . 16 . The topograohic: drawing shall indicate existing water lines on or oear the !)roperty including (ire hydrants, type and size of pipe, and depth or cover. 17 . The topogra~Mc drawing shall indicate exist ing surface and underground transm iss ion lines or utilities such as natural gas, teleph one . tele gra ph, TV cable , and electrical power, including pipeline types and sizes with all utility pole locations with overhead wire s indicated and the nearest available services clear ly show:: l'.i1d dimens ionect . 18 . The topograph ic drawing shall include names, addresses Md phone numbers orlhe officials with all utility com~.,,ies, local governing agenc ies and the highway department. 19. The surv~yor shall provide or. the drawings and affix his seal and signature to the following certification : l hereby certi fy to _____ th a: this map or plat and the sup ey on which it is based were made in accordance with "Minimum Standard Detail 1 ~.:quirtments for ALTA/AC'£.¼ L&.,'1 Tir ic Surveys",jointly established and adopted by ALTA and ACSM in 1992 and is an "U:ban " s•rvey: l11e eascmentssho"'' on lhissurvey are based upon Comm itment Policy No ___ ?rcparcd by _____ Land Title Insurance Company . Registration No .. _____ _ C~1Wpdocs\W~.MAR1'C1ndcrc\la\Apurnmt.J•l1 ,wpd ..... 19, 1999 D-2 ADDE;,iDVMTO AGREEMENT F v •. l.'URCHASt AND SALE OF REAL PROPERTY THIS .WDEJ\DUM is attached to and made a part of the Agreement for Pwehase and Sale c,f Real Property dated the 6th day of April, 1999 by and between the Enalewood En\'ironmental Foundation, Inc ., a Colorado not-for-profit corporation ('·Seller") and Wal-Mart Real Esu Business Trust , a D•laware Busine ss Trust ("\\'al-Mart"). The parties hereby acknowledge their mutual agreement 10 the attached .4.greement for Pwehase and Sale of Real Property ("Agreement ") subject to the follo\\ing additional te!IllS and conditions. In the event of any conflict between the torms of th.is Addendwn and the attached Agreement, the tenns of this Addendum shall control. 1. Re,ised pages 1, 7 and f. of the anached A!jCCement ha\'e been substituted for the original p:iges, which revised p•ges havt been initialed by both Seller and Wal-1\lart, and are hereby incorporated and made a part oi the .\greement for all purposes in lieu of the original pages I, 7and8. 2. Paragraph 3 of the attached Agreement is hereby amended in its entire!\ to pro1·i de r.s follows : .4.greement : "3. use of Propem·. Wal-Mart intends to develop the Property as a Wal-Man store and garden center of approximatel y 134,000 square feet (the "Store") with parking acceptable to Wal-Mart to accommodate the needs of the Store of not less than 645 par . .ing spaces , together \\1th landscaping and other amenities in accordance with the architectural and design criteria and site plan of the CC Redevelopment Project. The Store shall not util ize more than 20¾ of the floor area for the sal, oi food products . \\'al-Mart agrees that upon open ing the Store, 11 will be opened as a Wal-Mart store . A final Sile plan has been approYcd b~· the p>.r !1es end the Cit y, and is ar.ached hereto as Exh ibit B. j . The foll 0wing sentence shall be add:d to raragraph 18 of rhe attached "In the event Wal-1\-lar. vacates the Wal-Mart store or discontinues its operation as a \Val-~lart store , upon request of Wal-Man . the City shall negotiate in good faith with Wal-~lart alternative uses for the Property m addition to those permiued by wmng. including the use oithe store as a wholesale/warehouse clu~" 4. Paragraph 28 is amended in its entirety to provide as follows : "28. Construction Commencement. Subject to the requirements set forth below and subject to extending/ore. majeure extending for no more than ninety (90) days , Wal-Mart agrees to apply for a building permit for the Wal-Mart store no more than thirty (30) days following the date of Closing, but in no event later than August 30, 1999, and agrees to Commence Construction (as hereinafter definr.:!) of !~ building ninety (90) days after the date of issuance of a building permit for the Wal-Mart store , but in no event later than October 30, 1999 (the ·commencement Date '). Wal-Mart's obligation to commence construction shall be contingent upon : (i) this Purchase Agreement closing; (ii) Seller 0r the Master Developer delivering the Property to Wal-Mart in the condition required by the Development A.grccment; and (iii) Seller or the City providing to Wal-Mart any additional approvals , consents or authorizations required either to pumit Wal-Mart 10 apply L · a buildin~ permit , or which arc required prior to the issuance ofa building permit. ·commence Construction · shall mean that Wal-Man has pbured the builcin1g foundation." 5. Unless wai\'ed by tile Seller (which it shall have the right, but not the obligation to so do), the attached Agreement, together with this Addendum, is contingent •:pon execution by Wal-Mart , end execution of the Agreement by Miller Weingarten Realty, LLC , and delivery by facsimile of the signeJ Agreement and this Addendum to the Seller no later than 12:00 r.oon, Denver time , April 23 , 1999 . IN W!ThESS WHEREOF , the parties have executed thi-; Addendum as of the day and year set opposite :~, ·., signatures . Date: App by-.Lj,l,IIJ~..ui.""'"'"'--- Date: H:\DC.CSICUltmU\IN0LIWD',W~Ci Y2t'-~I -2- ENG LEWOOD ENVIRONMENTAL FOUNDATION , INC. By : WAL-t...i-\.RT REAL ESTATE BUSINESS TRUST, a Delaware Business Trust Rob)lL"M· w Assistant Vice Pre ·ident