HomeMy WebLinkAbout2025-09-22 (Special) Meeting Agenda Packet
Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-
762-2405) at least 48 hours in advance of when services are needed.
1000 Englewood Parkway - Council Chambers
Englewood, CO 80110
AGENDA
City Council Special Meeting
Monday, September 22, 2025 ♦ 6:00 PM
Council Dinner will be available at 5:30 p.m.
To view the meeting, please follow this link to our YouTube live stream link: YouTube
We are currently having issues with attaching the YouTube live video to the Agenda. Please
click on the YouTube link within the Agenda or visit the City of Englewood Colorado Page on
YouTube.
I. Call to Order
II. Pledge of Allegiance
III. Roll Call
IV. Study Session Topics
a. Economic Development Manager William Slate and Executive Director Lindsey Runyon
will provide Council with an update on the Greater Englewood Chamber of Commerce.
6:00 p.m. to 6:20 p.m.
Information
Presentation: 15 minutes
Discussion: 5 minutes
IVa documents
b. Director of Finance Kevin Engels will be present to review the Monthly Financial Report.
Information
6:20 p.m. to 6:30 p.m.
Presentation: 5 minutes
Discussion: 5 minutes
IVb documents
c. Director of Finance Kevin Engels will be present to discuss modifications to the 2026
Capital Budget for the general government departments
Information and Direction
6:30 p.m. to 7:00 p.m.
Presentation: 5 minutes
Discussion: 25 minutes
IVc documents
V. Break - 10 minutes
VI. Ground Lease Termination on the former Weingarten property and the Phased Transfer of Title
to New Englewood
a. Public hearing on the proposed Partial Termination of Ground Lease and Conveyance of
Property Agreement with New Englewood, LLC on the former Weingarten property in
Page 1 of 234
Englewood City Council Special Meeting Agenda
September 22, 2025
Please note: If you have a disability and need auxiliary aids or services, please notify the City of Englewood (303-
762-2405) at least 48 hours in advance of when services are needed.
Englewood CityCenter.
VIa documents
Staff: Director of Community Development, Chief Redevelopment Officer Dan
Poremba, and Representatives of New Englewood
b. CB 52 - Authorizing Execution of the Phased Ground Lease Termination on the former
Weingarten property in Englewood CityCenter, and the Phased Transfer of Title to New
Englewood, LLC
VIb documents
Staff: Director of Community Development Brad Power, Chief Redevelopment
Officer Dan Poremba, and Representatives of New Englewood
VII. Reports from Board and Commission Council Liaisons
VIII. Council Member’s Choice
IX. City Manager’s Choice
X. Adjournment
Page 2 of 234
STUDY SESSION
TO: Mayor and Council
FROM: William Slate
DEPARTMENT: Community Development
DATE: September 22, 2025
SUBJECT: Update by Greater Englewood Chamber of Commerce
DESCRIPTION:
Update by Executive Director Lindsey Runyon on the Greater Englewood Chamber of
Commerce
RECOMMENDATION:
Informational only
SUMMARY:
The Greater Englewood Chamber of Commerce will be provide its annual update on program
highlights and discuss the results from the inaugural business climate survey.
ANALYSIS:
The Greater Englewood Chamber of Commerce plays an important role in supporting economic
development in Englewood. Through their programs and events they advocate for the needs of
the community as they relate to present and future challenges and opportunities. This inaugural
business climate survey helps the city and chamber track how we are serving our business
community.
CONNECTION TO STRATEGIC PLAN:
Economy:
Business Recruitment
Business Retention
Business Climate
ATTACHMENTS:
1. Presentation
Page 3 of 234
CITY COUNCIL
UPDATE
September 22, 2025
Pa
g
e
4
o
f
2
3
4
Chamber Introduction
1
Partnership Highlights 2025
Business Survey Results 2025
The Greater Englewood Chamber of Commerce remains
dedicated to our partnership with the City of Englewood.
Through our active participation in sustainability efforts,
educational programming, workforce development, and
community engagement events we continue to fulfill our
obligations and strive to bring new ideas and opportunities
for collaboration to the table.
More importantly, we remain committed to advancing a
thriving, inclusive, and forward-thinking business
community in Englewood.
Pa
g
e
5
o
f
2
3
4
Partnership Highlights 2025
Educational Programming
In partnership with Mi Casa and City of Englewood
-Connecting Businesses with City Resources
-Using Social media for Business
Annual Career Mixer
In partnership with Arapahoe/Douglas Works
Tri-Cities Sustainable Business Partnership
Event Participation including:
Watts @ Work – Promoting energy efficiency and sustainability
Waste Wise – Supporting businesses in adopting responsible waste
management practices
Annual Business Bus Tour
- CitySpark, Tersus Solutions and Colorado Ice Works
2
Pa
g
e
6
o
f
2
3
4
Business Survey Results 2025
-Survey Conducted in April & May of 2025
-Questions were compiled and reviewed by the Chamber
Board, City Economic Development team, the EDDA and
the City Communications Team
Overall Englewood businesses
are optimistic — rating the city
about 8 out of 10 as a place to
do business — but they
continue to face rising costs,
staffing challenges, and
infrastructure needs, while also
seeing big opportunities in
e-commerce, healthcare, and
revitalizing South Broadway.
New this year, the Chamber launched an Annual Business Survey
to gather input from Englewood business owners on a
variety of key topics related to operating within the City.
The survey covers areas such as local business climate, barriers to
growth, workforce needs, and resource accessibility. The survey
provides valuable, real-time insight to help guide policy and
support efforts tailored to local business needs. This initiative is
designed to continue annually as a consistent feedback
mechanism between the business community and City leadership.
Opening Summary
3
Pa
g
e
7
o
f
2
3
4
Q:1 What is the nature of your business (e.g., retail, service, manufacturing)?
29% - Healthcare
19% - Professional & Business Services
14% - Retail
9% - Manufacturing & Printing
7% - Real Estate & Construction
7% - Food & Beverage
7% - Non-profit, Education, Recovery
6% - Arts & Culture
2% - Personal Services
4
Pa
g
e
8
o
f
2
3
4
Q:2 How many employees do you have?
Answer: Average 33
Q:3 How long have you been in operation?
Answer: Average 36 Years
Q:4 On a scale of 1 to 10
(with 10 being the highest),
how would you rate the
overall business climate
in the city?
5
Pa
g
e
9
o
f
2
3
4
Q:5 Are there specific factors that positively or negatively impact your business
operations in the city (e.g., regulations, taxes, infrastructure)?
This report summarizes feedback from local
businesses regarding factors that positively or
negatively impact their operations within the
City of Englewood. Responses were grouped
into themes, analyzed for sentiment, and
visualized for clarity. The findings provide
insights into strengths, ongoing challenges,
and areas for improvement.
6
COMMENTS: “SOBO is not pedestrian friendly
as of yet. We know there are plans and we are
excited for it!”
“Great City to work with!”
Pa
g
e
1
0
o
f
2
3
4
Q:6 Do you feel
supported by the City
of Englewood, Greater
Englewood Chamber
of Commerce, and
Englewood Downtown
Development
Authority initiatives
and services?
7
Pa
g
e
1
1
o
f
2
3
4
Q:7 What is the primary
demographic of your
customer base?
Answer: Average 35-44
8
Pa
g
e
1
2
o
f
2
3
4
Q:8 Are there any emerging market trends that affect your business?
This section of the business survey explored
emerging market trends impacting Englewood
businesses. Responses reflected broad
economic concerns, policy-related
uncertainty, workforce challenges, industry-
specific trends, and evolving consumer
behaviors. The analysis groups responses into
themes to highlight the most significant
external pressures and opportunities affecting
businesses today.
9
COMMENTS: “Costs of labor and materials
rising tends to necessitate increasing prices,
which drives down customer volume.”
Pa
g
e
1
3
o
f
2
3
4
Q:9 How do you reach your
target audience?
10
COMMENTS: “Word of mouth, Instagram, active
community involvement.”
“Networking, networking, networking, Google,
word of mouth, chambers.”
“Word of mouth, Non-profits, Englewood Chamber,
City of Englewood. Some magazine advertising.”
Pa
g
e
1
4
o
f
2
3
4
Q:10 What are the biggest challenges your business faces in the city?
This section of the survey highlights the
biggest challenges businesses face operating
in the City of Englewood. Key issues include
high operating costs, safety concerns, parking
and traffic, and workforce availability.
Additionally, businesses noted challenges
related to visibility, regulations, and marketing
outreach. A small portion of respondents
reported no city-related challenges at all.
11
COMMENTS: “City of Englewood residential
permit department communication issues,
consistency in messaging…”
“Parking, rising labor costs.”
Pa
g
e
1
5
o
f
2
3
4
Q:11 Are there any regulatory or bureaucratic hurdles that hinder your operations?
- Most businesses report no hurdles.
-City concerns:Permitting delays, high compliance costs, and inconsistent communication.
- State & federal issues:Medicaid changes, employer and wage regulations, overlapping rules adding costs.
- Industry gaps:Lack of regulation in some sectors raises safety concerns.
Overall:While most face no major hurdles, those who do cite permitting, compliance costs, and broader
regulatory pressures as their main challenges.
12
COMMENTS: “Residential permit process and extensive
timeline to get approvals. Cost were more competitive than
Denver County but are now the same or more.”
Pa
g
e
1
6
o
f
2
3
4
Q:12 What support or resources would help your business thrive?
24% - Networking & Marketing
20% - Financial Assistance
20% - City & Community Support
12% - Safety & Cleanliness
8% - Education & Learning
8% - Infrastructure & Accessibility
8% - No needs or Unsure
13
COMMENTS: “More varied networking
opportunities - various days of the week
and times of day. An Englewood services
fair for those who offer services but do not
have a brick and mortar.”
Pa
g
e
1
7
o
f
2
3
4
Q:13 How involved
is your business in
local community events
and initiatives?
14
Pa
g
e
1
8
o
f
2
3
4
Q:14 Do you engage in
partnerships or
collaborations with
other local businesses?
15
Pa
g
e
1
9
o
f
2
3
4
Q:15 Are there
opportunities for
the city to support
community
development
efforts?
16
Pa
g
e
2
0
o
f
2
3
4
Q:16 How satisfied
are you with local
infrastructure
(e.g., transportation,
utilities)?
17
Pa
g
e
2
1
o
f
2
3
4
Q:17 Are there any specific infrastructure improvements that would benefit your business?
Parking and traffic
improvements are the most
common requests. Water
quality continues to be a
concern for multiple
businesses. Businesses also
want clean, safe streets and
better accessibility through
crosswalks, micro-mobility
safety, and event shuttles.
Several respondents
expressed appreciation for
recent city improvements
(e.g., crosswalks, police
support).
18
COMMENT: “South Broadway continued
improvements with homeless. The police
have been FANTASTICwith this challenge.”
Pa
g
e
2
2
o
f
2
3
4
Q:18 How do you perceive the economic outlook for your business in the city?
19
Pa
g
e
2
3
o
f
2
3
4
Q:19 Are there any economic development initiatives you would like to see implemented?
Funding and grants are the
top request — especially for
very small business
operations. Businesses want
growth and redevelopment,
particularly in the City Center
area. Some are looking for
sustainability support and
ways to offset recycling costs.
A few raise concerns about
wage policies, while others
feel the city and chamber are
already supportive. Several
note that broader economic
conditions, not city policy, are
the main barrier.
20
COMMENT: “Grants or other funding for
very small business capital and operation
that is not tied to building improvements.”
Pa
g
e
2
4
o
f
2
3
4
Q:20 Do you have plans for expansion or diversification in the near future?
21
Pa
g
e
2
5
o
f
2
3
4
Q:21 What factors would influence your decision to stay or leave the city?
Rising costs (taxes, rent, wages)
are the main risk factors driving
businesses to consider leaving.
Supportive city environment,
location advantages, and
customer volume are the key
reasons to stay. A smaller share
of businesses cite crime and
growth opportunities as
influencing their decisions.
Many express positive
commitment to Englewood and
appreciation for current support.
22
COMMENT: “As long as the city continues
to make improvements and supports
small businesses, we are here to stay!”
Pa
g
e
2
6
o
f
2
3
4
Q:22 Are there any specific areas where you see growth potential?
Arts & culture, South Broadway,
and housing/real estate stand
out as the top areas of growth.
Businesses see City Center
revitalization and education
improvements as important for
long-term community health.
Some also noted regional
expansion opportunities and
specific healthcare growth
needs. Overall, there’s a strong
push to make Englewood a
destination city for arts,
business, and families.
23
COMMENT: “Make south Broadway more
walkable and aesthetically appealing.
Support more housing!”
Pa
g
e
2
7
o
f
2
3
4
Q:23 How would
you rate the
responsiveness and
effectiveness of city
services
(e.g., permitting,
licensing)?
24
Pa
g
e
2
8
o
f
2
3
4
Q:24 Are there any areas where the City of Englewood, Greater Englewood Chamber
of Commerce, and Englewood Downtown Development Authority could be improved
to better support businesses?
25
COMMENTS: “More promotion
and shouts outs on ALL social
media outlets such as instagram,
FB, linkedin and NextDoor.”
“I think marketing could be more
cohesive…”
Pa
g
e
2
9
o
f
2
3
4
Q:25 On a scale of 1 to 10, how satisfied are you with the overall business
environment in the city?
26
Pa
g
e
3
0
o
f
2
3
4
Q:26 What recommendations do you have for improving the business landscape in the city?
16.7% - Invest in Small Biz Corridors
16.7% - Beautification & Visible Appeal
16.7% - Accessibility & Infrastructure
16.7% - Permitting &Process
8.3% - Marketing & Partnerships
8.3% - Business Mix & Recruitment
8.3% - Community & Collaboration
8.3% - Neutral/No Suggestions
27
COMMENT: “Keep investing in small
businesses and revitalizing the Broadway
street corridor as well as City Center.”
Pa
g
e
3
1
o
f
2
3
4
Business Survey Results 2025
-Closing Thoughts
Englewood’s business community is resilient
and optimistic — if we continue tackling
costs, infrastructure, and inclusivity while
investing in growth areas like e-commerce,
healthcare, and South Broadway, the city
can build an even stronger and more vibrant
future for businesses and residents alike.
28
Pa
g
e
3
2
o
f
2
3
4
-Closing Thoughts
CITY COUNCIL
UPDATE
September 22, 2025
QUESTIONS?
Pa
g
e
3
3
o
f
2
3
4
STUDY SESSION
TO: Mayor and Council
FROM: Kevin Engels
DEPARTMENT: Finance
DATE: September 22, 2025
SUBJECT: August 2025 General Fund Monthly Financial Report
DESCRIPTION:
Director of Finance Kevin Engels will be present to review the Monthly Financial Report.
RECOMMENDATION:
Staff recommends that Council review the information provided in the monthly financial report
and provide feedback.
PREVIOUS COUNCIL ACTION:
Staff provide monthly financial updates to City Council. During the Study Session discussion,
the Director of Finance will review the August 2025 General Fund financial report that highlights
revenues and expenditures.
SUMMARY:
Through August 2025, the City of Englewood's General Fund revenues total $50,394,000 which
is 71.2% of 2025 budgeted revenues. Year-to-date (YTD) revenues are $1,245,000 or 2.5%
higher than the same period in 2024. Expenditures YTD are $47,649,000 or 65.2% of the 2025
expenditure budget. Total expenditures YTD are $316,000 or 0.7% higher than 2024.
Any one-time revenues and expenditures have been adjusted as noted.
Sales & Use Tax by area slides are also included in the Appendix of the attached presentation.
ANALYSIS:
Revenue highlights:
Through August 2025, the city received $16,546,000 in property taxes. Of that total,
$6,022,000 went to the General Fund, $4,505,000 was for EDDA and the rest to debt
service for the Police Building and Parks and Recreation General Obligation (GO)
bonds.
Sales & Use Tax remittances total $28,610,000 and are 65.3% of the fiscal year’s
budgeted revenue; Sales & Use Tax revenue is ($22,000) lower than the same time last
year. Additionally, the 2025 Sales & Use Tax audits and voluntary disclosure collections
amount to $340,000.
Marijuana Sales Tax accounts for $622,000 of the total Sales & Use Tax revenue YTD
and is ($150,000) lower than 2024.
Page 34 of 234
Expenditure highlights:
Across all departments, part of the variance is due to a 2% salary increase for most staff.
IT and Police pay several large contracts in the first few months of the year so they
appear to be trending over budget but that trend will smooth out as we progress through
the year.
The Public Works expenditure budget has a timing issue of $860,000. In 2024 the
yearly road paving program was underway. In 2025 the program started later and no
expenditures are included as of August 31, 2025.
The YTD Operating surplus (Operating Revenues over/(under) Operating Expenditures is
$2,745,000, compared to the Amended Budgeted operating deficit of ($2,324,000). Net
transfers total ($2,299,000) and include a $146,000 transfer in from the Public Improvement
Fund for debt service and a transfer out of ($2,445,000) to the Public Improvement Fund for
capital projects.
The General Fund – Fund Balance Composition, shows a YTD change in total fund balance of
$446,000, which includes the total operating surplus of $2,745,000 and the net transfer out of
($2,299,000).
Since 2021 City Council has allocated over $21.5 million from the General Fund for capital
improvement projects.
COUNCIL ACTION REQUESTED:
Staff recommends that Council review the information provided in the monthly financial report
and provide feedback.
FINANCIAL IMPLICATIONS:
There is no financial impact associated with this action.
CONNECTION TO STRATEGIC PLAN:
Governance: Assist the City to become fiscally accountable, transparent, effective and efficient.
OUTREACH/COMMUNICATIONS:
Monthly financial reports are posted on the City’s website for public viewing.
ATTACHMENTS:
August 2025 General Fund Monthly Financial Report
Page 35 of 234
August 2025 General Fund Monthly
Financial Report
Presented By: Kevin Engels, Director of Finance
Pa
g
e
3
6
o
f
2
3
4
General Fund Revenues (1 of 2)
•Through August 2025, year-to-date revenues are 71.2% of the total 2025
budget.
•Through August 2024, year-to-date revenues were 70.6% of total 2024
revenues.
•Total Sales and Use Tax Revenue is $28,610,000 in 2025 compared to
$28,632,000 in 2024.
•General Fund revenues exclude one-time items as noted.
Pa
g
e
3
7
o
f
2
3
4
General Fund Revenues (2 of 2)
•2025 – no one-time adjustments •2024 – no one-time adjustments
2025 2024
Revenues Amended Budget Aug-25 % Budget Dec-24 Aug-24 % YTD $ Diff % Diff
Property Tax 6,300,000 6,023,000 95.6%6,344,000 6,241,000 98.4%(218,000) -3.5%
Specific Ownership Tax 520,000 407,000 78.3%518,000 297,000 57.3%110,000 37.0%
Sales & Use Taxes 43,832,000 27,988,000 65.3%40,840,000 27,860,000 70.1%128,000 0.5%
Sales Tax - Marijuana 622,000 1,115,000 772,000 (150,000) -19.4%
Cigarette Tax 100,000 48,000 48.0%121,000 54,000 44.6%(6,000) -11.1%
Franchise Fees 4,195,000 2,577,000 61.4%3,965,000 2,656,000 67.0%(79,000) -3.0%
Hotel/Motel/STR Tax 70,000 40,000 57.1%84,000 47,000 56.0%(7,000) -14.9%
Licenses & Permits 1,652,000 2,267,000 137.2%1,624,000 1,216,000 74.9%1,051,000 86.4%
Intergovernmental Revenue 1,243,000 820,000 66.0%1,417,000 790,000 55.8%30,000 3.8%
Charges for Services 6,195,000 3,702,000 59.8%6,220,000 3,777,000 60.7%(75,000) -2.0%
Parks, Recreation and Library 3,037,000 2,738,000 90.2%3,038,000 2,588,000 85.2%150,000 5.8%
Fines & Forfeitures 367,000 468,000 127.5%556,000 314,000 56.5%154,000 49.0%
Investment Earnings 404,000 544,000 134.7%780,000 663,000 85.0%(119,000) -17.9%
EMRF Rents 1,975,000 1,305,000 66.1%1,731,000 1,176,000 67.9%129,000 11.0%
Miscellaneous 847,000 845,000 99.8%1,219,000 698,000 57.3%147,000 21.1%
Total Revenues 70,737,000 50,394,000 71.2%69,572,000 49,149,000 70.6%1,245,000 2.5%
One-time Revenues noted below - - - - -
Total Revenues less one-time items 70,737,000 50,394,000 71.2%69,572,000 49,149,000 70.6%1,245,000 2.5%
2025 vs 2024
Pa
g
e
3
8
o
f
2
3
4
General Fund Expenditures (1 of 2)
•Through August 2025, year-to-date expenditures are 65.2% of the Fiscal Year
2025 budget.
•Through August 2024, year-to-date expenditures were 66.9% of the total
Fiscal Year 2024 expenditures.
•Through August 2025, a net of ($2,299,000) has been transferred out of the
General Fund.
•General Fund expenditures exclude one-time items if noted.
Pa
g
e
3
9
o
f
2
3
4
General Fund Expenditures (2 of 2)
•2025 – no one-time adjustments •2024 – no one-time adjustments
2025 2024
Expenditures Amended Budget Aug-25 % Budget Dec-24 Aug-24 % YTD $ Diff % Diff
Legislation 228,000 161,000 70.6%212,000 147,000 69.3%14,000 9.5%
City Manager 1,131,000 749,000 66.2%1,222,000 705,000 57.7%44,000 6.2%
City Clerk 896,000 519,000 57.9%813,000 505,000 62.1%14,000 2.8%
City Attorney 1,084,000 621,000 57.3%1,081,000 693,000 64.1%(72,000) -10.4%
Court 1,600,000 921,000 57.6%1,363,000 882,000 64.7%39,000 4.4%
Human Resources 982,000 560,000 57.0%1,071,000 733,000 68.4%(173,000) -23.6%
Finance 2,448,000 1,568,000 64.1%2,103,000 1,365,000 64.9%203,000 14.9%
Information Technology 5,486,000 3,803,000 69.3%4,980,000 3,685,000 74.0%118,000 3.2%
Community Development 4,139,000 2,415,000 58.3%3,658,000 2,112,000 57.7%303,000 14.3%
Public Works 13,965,000 7,511,000 53.8%13,929,000 8,689,000 62.4%(1,178,000) -13.6%
Police 20,248,000 13,595,000 67.1%19,523,000 12,943,000 66.3%652,000 5.0%
Fire and Emergency Management 8,074,000 6,005,000 74.4%7,852,000 5,801,000 73.9%204,000 3.5%
Parks, Recreation and Library 10,725,000 7,814,000 72.9%10,892,000 7,725,000 70.9%89,000 1.2%
Communications 1,144,000 696,000 60.8%1,089,000 649,000 59.6%47,000 7.2%
Debt Service 146,000 108,000 74.0%140,000 107,000 76.4%1,000 0.9%
Interdepartmental Programs 765,000 603,000 78.8%779,000 592,000 76.0%11,000 1.9%
Total Expenditures 73,061,000 47,649,000 65.2%70,707,000 47,333,000 66.9%316,000 0.7%
One-time Expenditures noted below - - - - -
Total Expenditures less one-time items 73,061,000 47,649,000 65.2%70,707,000 47,333,000 66.9%316,000 0.7%
2025 vs 2024
Pa
g
e
4
0
o
f
2
3
4
General Fund Expenditures by Category
•The Commodities Expenditure category includes items such as fuel, chemicals and building supplies.
•The Contractual Services Expenditure category includes items such as the fire and emergency services contract, software maintenance agreements and insurance costs.
•The General Fund Capital Expenditure category is primarily CERF vehicle replacement costs and streets maintenance paid for by the dedicated sales tax.
Expenditures Amended Budget Aug-25 % Budget 12/31/2024-Actual Aug-24 % YTD $ Diff % Diff
Personnel 44,598,000 28,554,000 64.0%42,364,000 27,791,000 65.6%763,000 2.7%
Commodities 2,282,000 1,536,000 67.3%2,681,000 1,681,000 62.7%(145,000) -8.6%
Contractual Services 23,192,000 16,622,000 71.7%22,702,000 16,075,000 70.8%547,000 3.4%
Capital 2,843,000 829,000 29.2%2,820,000 1,679,000 59.5%(850,000) -50.6%
Debt Service 146,000 108,000 74.0%140,000 107,000 76.4%1,000 0.9%
Total Expenditures 73,061,000 47,649,000 65.2%70,707,000 47,333,000 66.9%316,000 0.7%
One-time Expenditures - - - - -
Total Expenditures less one-time items 73,061,000 47,649,000 65.2%70,707,000 47,333,000 66.9%316,000 0.7%
2025 vs 202420252024
Pa
g
e
4
1
o
f
2
3
4
General Fund Operating Surplus (Deficit)
•Through August 2025, year-to-date operating revenues exceeded operating expenditures by $2,745,000.
•Through August 2024, year-to-date operating revenues exceeded operating expenditures by $1,816,000.
2025 2024
Revenues Amended Budget Aug-25 % Budget 12/31/2024-Actual Aug-24 % YTD $ Diff % Diff
Total Revenues 70,737,000 50,394,000 71.2%69,572,000 49,149,000 70.6%1,245,000 2.5%
One-time Revenues - - - - -
Total Revenues less one-time items 70,737,000 50,394,000 71.2%69,572,000 49,149,000 70.6%1,245,000 2.5%
Expenditures Amended Budget Aug-25 % Budget 12/31/2024-Actual Aug-24 % YTD $ Diff % Diff
Total Expenditures 73,061,000 47,649,000 65.2%70,707,000 47,333,000 66.9%316,000 0.7%
One-time Expenditures - - - - -
Total Expenditures less one-time items 73,061,000 47,649,000 65.2%70,707,000 47,333,000 66.9%316,000 0.7%
Operating Surplus (Deficit)(2,324,000) 2,745,000 (1,135,000) 1,816,000
2025 vs 2024
2025 vs 202420252024
Pa
g
e
4
2
o
f
2
3
4
General Fund Transfers
2025 Transfers into the General Fund
From the Public Improvement Fund for debt service 146,000$
Total transfers into the General Fund 146,000
2025 Transfers out of the General Fund
To the Public Improvement Fund for capital projects (2,445,000)
To the Englewood Downtown Development Authority-sales tax -
Total transfers out of the General Fund (2,445,000)$
Net General Fund Transfers (2,299,000)$
Since 2021 City Council has allocated over $21.5 million from the General Fund for capital improvement projects.
Pa
g
e
4
3
o
f
2
3
4
General Fund – Fund Balance Composition
2021 2022 2023 2024
2025 YTD
Balances
Beginning total fund balance $ 24,936,000 $ 17,045,000 $ 24,160,000 $ 24,841,000 $ 18,890,000
Operating results - Suplus/(Deficit) 3,004,000 7,377,000 4,029,000 (1,135,000) 2,745,000
Net transferred to capital improvement projects (10,895,000) (262,000) (3,348,000) (4,816,000) (2,299,000)
Net change in fund balance (7,891,000) 7,115,000 681,000 (5,951,000) 446,000
Ending total fund balance 17,045,000$ 24,160,000$ 24,841,000$ 18,890,000$ 19,336,000$
Designated fund balances
TABOR - Restricted (1,800,000) (2,100,000) (2,210,000) (2,210,000) (2,210,000)
LTAR - Committed (95,000) (95,000) (95,000) (95,000) (95,000)
ARPA funding - Restricted for specific projects (404,000) (360,000) (282,000) (55,000) -
Stadium District refund - Restricted for youth activities - (1,119,000) (502,000) (182,000) (182,000)
Unrestricted Reserve = 16.7% of total estimated revenues (9,258,000) (10,840,000) (11,079,000) (11,619,000) (11,807,000)
Total designated fund balance (11,557,000) (14,514,000) (14,168,000) (14,161,000) (14,294,000)
Unassigned fund balance 5,488,000$ 9,646,000$ 10,673,000$ 4,729,000$ 5,042,000$
$5.5
$9.6 $10.7
$4.7 $5.0
$9.3
$10.8 $11.1
$11.6 $11.8
$0.2 $0.2 $0.1 $-
$0.1
$0.1 $0.1
$1.8
$2.1 $2.2
$2.2 $2.2
$0.0
$2.5
$5.0
$7.5
$10.0
$12.5
$15.0
$17.5
$20.0
$22.5
$25.0
2021 2022 2023 2024 2025 YTD
Unassigned fund balance Unrestricted Reserve = 16.7% of total revenues Stadium District refund - Restricted for youth activities
ARPA funding-Restricted LTAR - Committed TABOR - Restricted
Pa
g
e
4
4
o
f
2
3
4
Questions or Comments?
Pa
g
e
4
5
o
f
2
3
4
Appendix
Area Sales Tax Slides
Pa
g
e
4
6
o
f
2
3
4
Sales Tax Area Map
City of Englewood,
Colorado
Sales Tax Area Map
Pa
g
e
4
7
o
f
2
3
4
YTD Sales and Use Tax Collections by Area 2021-2025
$0
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
$3,500,000
$4,000,000
$4,500,000
$5,000,000
$5,500,000
$6,000,000
$6,500,000
$7,000,000
$7,500,000
$8,000,000
$8,500,000
$9,000,000
$9,500,000
Area 1 Area 2 Area 3 Area 4 Area 5 Area 6 Area 7 Area 8 Area 13 Area 14 Regular Use
2021
2022
2023
2024
2025
Pa
g
e
4
8
o
f
2
3
4
YTD Sales and Use Tax Collections by Area
Business
Area
$ YTD Variance
CY vs PY Cash
basis
% YTD
Variance CY
vs PY
YTD New
Businesses
YTD Closed
Businesses
YTD Net New
(Closed)
Businesses Comments
Area 1 $ (17,730)-0.74%27 (19)8
Area 2 (65,233)-3.19%24 (22)2
Area 3 (146,505)-5.39%21 (22)(1)
Area 4 18,443 1.80%13 (5)8
Area 5 (86,287)-7.64%7 (8)(1)
Area 6 (189,910)-4.79%73 (92)(19)
Area 7 (158,195)-4.77%114 (139)(25)
This reporting area contains opened and closed businesses that are not within the city limits but have brick and morter
stores in Colorado.
Area 8 41,543 2.85%- (3)(3)Includes businesses providing wireless sales and services.
Area 13 72,242 26.76%- - -
Area 14 654,402 7.40%135 (91)44 This area contains businesses that only sell to residents remotely.
Regular Use (562,895)-25.25%N/A N/A N/A
Use tax revenue fluctuates depending on the timing of when businesses replace large ticket items such as operating
machinery and equipment. If items are purchased outside of Englewood at a local tax rate less than 3.8%, then the tax
payer is liable for the difference between the local tax paid and 3.8% tax due.
Totals $ (440,123)-1.50%414 (401)13
Pa
g
e
4
9
o
f
2
3
4
Area 1 Sales Tax
CityCenter (Formerly Cinderella City)
$2,467,033 $2,389,659 $2,387,117 $2,400,207 $2,382,477
$0
$250,000
$500,000
$750,000
$1,000,000
$1,250,000
$1,500,000
$1,750,000
$2,000,000
$2,250,000
$2,500,000
2021 2022 2023 2024 2025Pa
g
e
5
0
o
f
2
3
4
Area 2 Sales Tax
South of Yale, north & south side of Jefferson Ave/US 285 between Bannock and Sherman
$1,743,882
$1,989,076 $1,989,387 $2,044,433 $1,979,201
$0
$250,000
$500,000
$750,000
$1,000,000
$1,250,000
$1,500,000
$1,750,000
$2,000,000
$2,250,000
2021 2022 2023 2024 2025
Pa
g
e
5
1
o
f
2
3
4
Area 3 Sales Tax
South of Jefferson Ave/US 285 between Bannock & Sherman - north side of Belleview between Logan & Delaware
$2,137,895
$2,342,452
$2,600,801
$2,716,646
$2,570,141
$0
$250,000
$500,000
$750,000
$1,000,000
$1,250,000
$1,500,000
$1,750,000
$2,000,000
$2,250,000
$2,500,000
$2,750,000
2021 2022 2023 2024 2025Pa
g
e
5
2
o
f
2
3
4
Area 4 Sales Tax Broadway and Belleview (Between Fox and Sherman and south of Belleview and to the southern City Limits)
$858,930
$973,819
$1,136,777
$1,024,815 $1,043,258
$0
$125,000
$250,000
$375,000
$500,000
$625,000
$750,000
$875,000
$1,000,000
$1,125,000
$1,250,000
2021 2022 2023 2024 2025Pa
g
e
5
3
o
f
2
3
4
Area 5 Sales Tax
Federal and Belleview west of Santa Fe Drive
$1,442,672
$1,277,294 $1,239,239
$1,129,974
$1,043,686
$0
$250,000
$500,000
$750,000
$1,000,000
$1,250,000
$1,500,000
2021 2022 2023 2024 2025
Pa
g
e
5
4
o
f
2
3
4
Area 6 Sales Tax
All other City locations
$2,882,892
$3,578,816
$3,846,795 $3,961,129
$3,771,219
$0
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
$3,500,000
$4,000,000
2021 2022 2023 2024 2025Pa
g
e
5
5
o
f
2
3
4
Area 7 Sales Tax
Outside City limits but in-state
$2,351,175
$2,855,405
$3,418,008 $3,317,716
$3,159,521
$0
$500,000
$1,000,000
$1,500,000
$2,000,000
$2,500,000
$3,000,000
$3,500,000
2021 2022 2023 2024 2025
Pa
g
e
5
6
o
f
2
3
4
Area 8 Sales Tax
Public Utilities
$1,050,567
$1,423,139
$1,582,872
$1,459,533 $1,501,077
$0
$250,000
$500,000
$750,000
$1,000,000
$1,250,000
$1,500,000
$1,750,000
2021 2022 2023 2024 2025
Pa
g
e
5
7
o
f
2
3
4
Area 13 Sales Tax
Hampden Avenue (US 285) and University Boulevard
$271,121 $261,344
$273,900 $269,980
$342,222
$0
$50,000
$100,000
$150,000
$200,000
$250,000
$300,000
$350,000
2021 2022 2023 2024 2025Pa
g
e
5
8
o
f
2
3
4
Area 14 Sales Tax
Remote Sellers
$6,356,879
$7,750,060
$8,332,872
$8,842,683
$9,497,085
$0
$1,000,000
$2,000,000
$3,000,000
$4,000,000
$5,000,000
$6,000,000
$7,000,000
$8,000,000
$9,000,000
$10,000,000
2021 2022 2023 2024 2025Pa
g
e
5
9
o
f
2
3
4
Regular Use Tax
$1,490,170 $1,473,257
$1,362,451
$2,229,256
$1,666,361
$0
$250,000
$500,000
$750,000
$1,000,000
$1,250,000
$1,500,000
$1,750,000
$2,000,000
$2,250,000
$2,500,000
2021 2022 2023 2024 2025Pa
g
e
6
0
o
f
2
3
4
STUDY SESSION
TO: Mayor and Council
FROM: Kevin Engels
DEPARTMENT: Finance
DATE: September 22, 2025
SUBJECT:
Budget Public Hearing Follow-Up Workshop to Finalize the 2026
Budget
DESCRIPTION:
Director of Finance Kevin Engels will be present to discuss modifications to the 2026 capital
budget for the general government departments
RECOMMENDATION:
Staff seeks direction from City Council as to which capital items to fund with the $400,000 in the
2026 capital budget made available through the $600,000 transfer-in from the Donors Fund
Park Fee In Lieu balance.
PREVIOUS COUNCIL ACTION:
January 25, 2025 - City Council Vision and Goal Setting Workshop
April 7, 2025 - Preliminary Budget Assumptions discussed for the 2026-2030 (5-Year)
Period
April 14, 2025 - Review Preliminary 2026-2030 Capital Projects List in a Joint Meeting
with City Council, Planning and Zoning Commission and Budget Advisory Committee
June 23, 2025 - Staff discussed with Council the preliminary 2026 operational and
capital budget priorities and initiatives.
July 28, 2025 - Staff Mid-Year Review of the 2025 Capital Items of the Capital
Improvement Plan (CIP).
August 11, 2025 - Staff discussed with Council the draft proposed 2026 operational and
capital budget.
September 15, 2025 - 2026 Budget Public Hearing - Staff presented changes to the
proposed 2026 operational and capital budget since the August 11, 2025 Study Session
with City Council. City Council supported the $200K funding request increase to the
Public Improvement Fund Neighborhood Traffic Calming and Pedestrian Safety Program
changing the funding estimate from $250K to $450K.
SUMMARY:
Following the Budget Public Hearing held last Monday, September 15, 2025, City Council
requested another meeting to discuss further how the additional capital funding available
($400K) may be spent. The chart on the next page provides the funding priority as supported
by the Council Members.
Page 61 of 234
Number of Council Members
in Support of Capital Items Additional 2026
Capital Items for City
Council Consideration
and Appropriation
Priority Funding
Amount
Majority
4+
High
3
Medium
2
Low
1
Sidewalk Gap
Construction - 30 2022
026 ($350K orig amt)
Tier 1 $200K X
Englewood Recreation
Center Doors Tier 2 $60K X
Malley Center Door
replacement * Tier 2 $60K X
Walk & Wheel Plan
Implementation - 30
1001 010 ($390K orig
amt)
Tier 1 $150K X
Neighborhood Traffic
Calming and Pedestrian
Safety Improvement
Program-2026 funding
used for Oxford
Crossing Hawk Signal
and Rapid Flashing
Beacon ($500K vs
$450K)
Tier 1 $50K X
Street Reconstruction-
30 2022-040 Tier 1 $500K X
Streetlights and
Furniture
repair/replacement - 30
2022 028
Tier 3 $50K X
*Alternative Funding Source: Conservation Trust Fund (03) Unappropriated Fund
Balance
Conservation Trust Fund
$321,805 Estimated 2026 Fund Balance as of 9/15/2025 Budget Public Hearing
($60,000) One Door Replacement (Malley Senior Recreation Center)
$261,805 Revised Estimated 2026 Fund Balance
Capital Projects Fund
$1,010,360 Estimated 2026 Fund Balance as of 9/15/2025 Budget Public Hearing
Page 62 of 234
($ 60,000) One Door Replacement (Englewood Recreation Center)
$ 950,360 Revised Estimated 2026 Fund Balance
ANALYSIS:
Based on the August 11th meeting discussion and further staff research, the Donors Fund Park
Fee in Lieu balance ($667K) may be used for the Little Dry Creek capital project ($600K). This
additional funding makes available $600K of the Public Improvement Fund (PIF) unappropriated
balance available for capital requests.
At the September 15, 2025 Budget Public Hearing, staff requested and City Council
supported the $200K funding increase to the Public Improvement Fund Neighborhood
Traffic Calming & Pedestrian Safety Improvements Program estimate; this action
increased the 2026 funding from $250K to $450K
The balance of $400K is available for City Council to further discuss and direct staff to
appropriate to existing or new capital items at tonight's meeting.
COUNCIL ACTION REQUESTED:
Staff seeks City Council direction regarding the 2026 capital funding allocation of $400,000
available in the Public Improvement Fund.
FINANCIAL IMPLICATIONS:
Please reference the Analysis Section of this memorandum.
CONNECTION TO STRATEGIC PLAN:
The modifications to 2026 operational and capital budget impacts in part each of the following
community results/outcomes:
Governance - A city government that serves the community by being efficient, effective,
accountable, and adaptable
Safety - A city that protects and serves the community and its people with
professionalism and responsiveness
Infrastructure - A city that proactively and in a cost-effective manner invests in,
maintains, improves, and plans to protect its infrastructure
Transportation - A city that invests resources, in a cost effective manner, into
maintaining and improving transportation options for all modes with a focus on safety
Community Wellbeing- A city that provides satisfying opportunities for the vitality,
enrichment, welfare, and happiness of the community
OUTREACH/COMMUNICATIONS:
N/A
ATTACHMENTS:
Public Hearing Follow-up Workshop to Finalize the 2026 Budget Presentation
Page 63 of 234
Public Hearing Follow-up Workshop
to Finalize the 2026 Budget
September 22, 2025
Presented by Kevin EngelsPa
g
e
6
4
o
f
2
3
4
Agenda
•Modification to the 2026 Capital
Improvement Plan
Pa
g
e
6
5
o
f
2
3
4
__________________________________
Modification to the 2026 Capital
Improvement Plan (CIP)
Pa
g
e
6
6
o
f
2
3
4
Modification to the 2026 CIP
Following the Budget Public Hearing held last Monday, September 15, 2025, City Council
requested another meeting to discuss further how the additional capital funding available
($400K) may be spent.
•Staff is requesting to use the following funding sources for the Malley and Englewood
Recreation Center Door Replacement:
•Conservation Trust Fund Unappropriated Fund Balance
•$321,805 Estimated 2026 Fund Balance as of the 9/15/2025 Budget Public Hearing
•($60,000) One Door Replacement Cost (Malley Senior Recreation Center)
•$261,805 Revised Estimated 2026 Fund Balance
•Capital Projects Fund Unappropriated Fund Balance
•$1,010,360 Estimated 2026 Fund Balance as of the 9/15/2025 Budget Public Hearing
•($ 60,000) One Door Replacement Cost (Englewood Recreation Center)
•$ 950,360 Revised Estimated 2026 Fund BalancePa
g
e
6
7
o
f
2
3
4
Additional 2026 Capital Budget Items to Consider
Additional 2026 Capital Items for City Council Consideration
and Appropriation
* Alternate Funding Source: Conservation Trust Fund (03)
unappropriated fund balance
Priority Funding
Amount
Number of Council Members
in Support of Capital Item
Majority
4+
High
3
Med
2
Low
1
Sidewalk Gap Construction - 30 2022 026 ($350K orig amt)Tier 2 $200K X
Englewood Recreation Center Doors Tier 2 $60K X
Malley Center Door replacement *Tier 2 $60K X
Walk & Wheel Plan Implementation - 30 1001 010 ($390K orig
amt)Tier 1 $150K X
Neighborhood Traffic Calming and Pedestrian Safety
Improvements Program-2026 funding used for Oxford Crossing
Hawk Signal and Rapid Flashing Beacon ($500K vs $450K)
Tier 1 $50K X
Street Reconstruction - 30 2022-040 Tier 1 $500K X
Streetlights and Furniture repair/replacement - 30 2022 028 Tier 3 $50K X
Pa
g
e
6
8
o
f
2
3
4
2026 Unfunded Capital Requests List
Fund Request #Project Title Department Proposed 2026 Request2026 Request2027 Request2028 Request2029 Request2030 5-Years Totals RANKING
PIF PIF-15 Street Reconstruction - 30 2022 040 Public Works -$ 500,000$ 500,000$ 500,000$ 500,000$ 500,000$ 2,500,000$ 18
PIF PIF-19 Sidewalk Gap Construction - 30 2022 026 Public Works -$ 350,000$ 400,000$ 450,000$ 450,000$ 450,000$ 2,100,000$ 19
CPF CPF-8 Library Furniture - 31 1301 006 Parks, Recreation, Library and Golf -$ 50,000$ -$ -$ -$ -$ 50,000$ 20
CPF CPF-20 Servicenter Building 2 - 31 2026 008 Public Works -$ 400,000$ -$ -$ -$ -$ 400,000$ 21
CPF CPF-13 Gymnasium Curtain Divider Public Works -$ 40,000$ -$ -$ -$ -$ 40,000$ 22
CPF CPF-5 PC and MDT Replacement IT - 31 0701 007 Information Technology -$ 225,000$ 225,000$ 225,000$ 225,000$ 225,000$ 1,125,000$ 23
PIF PIF-16 Walk & Wheel Plan Implementation - 30 1001 010 Public Works -$ 390,000$ 465,000$ 565,000$ 538,000$ 807,000$ 2,765,000$ 24
PIF PIF-5 Parks & Rec Parking Lot Maint - 30 1301 006 Parks, Recreation, Library and Golf -$ 80,000$ 85,000$ 90,000$ 90,000$ 90,000$ 435,000$ 25
CPF CPF-17 Englewood Recreation Center doors Public Works -$ 60,000$ -$ -$ -$ -$ 60,000$ 26
CPF CPF-18 Facility Backup Generators 31 2023 002 Public Works -$ 300,000$ 300,000$ 300,000$ -$ -$ 900,000$ 27
CPF CPF-19 Malley Center Door replacement Public Works -$ 60,000$ -$ -$ -$ -$ 60,000$ 28
PIF PIF-29 Traffic Signal Replacement - 30 2022 044 Public Works -$ 750,000$ 750,000$ 750,000$ 750,000$ 750,000$ 3,750,000$ 29
PIF PIF-21 Belleview Ave, Fox St to Broadway - 30 2022 027 Public Works -$ 200,000$ 1,300,000$ -$ -$ -$ 1,500,000$ 30
PIF PIF-18 Arterial and Collector Street Pavement Maintenance - 30 2022 03 Public Works -$ 500,000$ 1,000,000$ 1,000,000$ 1,000,000$ 1,000,000$ 4,500,000$ 31
PIF PIF-25 Neighborhood Street Lighting by Area - 30 2022 021 Public Works -$ 150,000$ 200,000$ 200,000$ 200,000$ 200,000$ 950,000$ 32
CPF CPF-21 Tejon Building Bathroom Remodel Public Works -$ 100,000$ -$ -$ -$ -$ 100,000$ 33
PIF PIF-26 Santa Fe PEL Bike-Ped Improvements - 30 2023 101 Public Works -$ 300,000$ -$ -$ -$ -$ 300,000$ 34
PIF PIF-1 Public Art - Wraps and Crosswalks 30 1001 044 Communications -$ 100,000$ 100,000$ 100,000$ 100,000$ 100,000$ 500,000$ 35
CPF CPF-15 Security Civic Center and Rec Center - 31 1005 009 Public Works -$ 20,000$ 20,000$ 20,000$ 20,000$ 30,000$ 110,000$ 36
PIF PIF-2 Wayfinding and Placemaking - 30 1801 001 Communications -$ 100,000$ 100,000$ 100,000$ 100,000$ 100,000$ 500,000$ 37
CPF CPF-7 Emerald Ash Borer Mitigation - 31 1301 003 Parks, Recreation, Library and Golf -$ 50,000$ 50,000$ 50,000$ 50,000$ 50,000$ 250,000$ 38
PIF PIF-28 Street Lights and Furniture repair/replacement - 30 2022 028 Public Works -$ 50,000$ 50,000$ 50,000$ 50,000$ 50,000$ 250,000$ 39
PIF PIF-22 Broadway Mid-Block Crossing at Gothic - 30 2022 023 Public Works -$ 200,000$ 500,000$ -$ -$ -$ 700,000$ 40
CPF CPF-11 Facilities and Operations - 31 1005 001 Public Works -$ 835,000$ 675,000$ 425,000$ 325,000$ 325,000$ 2,585,000$ 41
PIF PIF-20 Arterial and Collector Streets Sidewalk Widening to 6 feet where Public Works -$ 300,000$ 300,000$ 300,000$ 300,000$ 300,000$ 1,500,000$ 42
PIF PIF-23 Broadway Safety Improvements - 30 2022 035 Public Works -$ 75,000$ 300,000$ -$ -$ -$ 375,000$ 43
PIF PIF-30 Transportation System Upgrade - 30 1001 003 Public Works -$ 100,000$ 100,000$ 100,000$ 100,000$ 100,000$ 500,000$ 44
PIF PIF-24 Hampden Rail Trail Pedestrian Bridge - 30 2022 025 Public Works -$ 250,000$ 5,000,000$ -$ -$ -$ 5,250,000$ 45
PIF PIF-27 Southwest Greenbelt Trail (S. Cherokee St. - S. Windermere St.) Public Works -$ 350,000$ 3,000,000$ -$ -$ -$ 3,350,000$ 46
CPF CPF-22 Annual Common Area Furniture Replacement - 31 2022 019 Public Works -$ 15,000$ 15,000$ 20,000$ 15,000$ 15,000$ 80,000$ 47
CPF CPF-2 Neighborhood Signs - 31 1801 001 Communications -$ 30,000$ 30,000$ 30,000$ 30,000$ 30,000$ 150,000$ 48
CPF CPF-23 Servicenter Building 3 - 31 2026 005 Public Works -$ 400,000$ -$ -$ -$ -$ 400,000$ 49
PIF PIF-17 Alley Paving - 30 2022 010 Public Works -$ 500,000$ 500,000$ 500,000$ 500,000$ 500,000$ 2,500,000$ 50
CPF CPF-6 Audio Visual Upgrades IT - 31 0701 012 Information Technology -$ 200,000$ 30,000$ 50,000$ 50,000$ 50,000$ 380,000$ 51
PIF PIF-6 Public Art Acquisition 30 1301 015 Parks, Recreation, Library and Golf -$ 250,000$ 250,000$ 150,000$ 150,000$ 150,000$ 950,000$ 53
Pa
g
e
6
9
o
f
2
3
4
2026 PIF and CPF Capital Requests List
Line #Overall
Ranking
PJ or
PG
Dept
Priority Dept Capital Request Title
Public
Improvement
Fund (30)
Capital
Projects
Fund (31)
TOTALS
1 1 PG Tier 1 PW Bridge Repairs - 30 1001 002 1,000,000$ -$ 1,000,000$
2 2 PG Tier 1 PW Concrete Program Accessible Ramps - 30 1002 001 350,000$ -$ 350,000$
3 3 PG Tier 1 Police Police Body and Patrol Car Dash Camera System -$ 333,422$ 333,422$
4 4 PG Tier 1 PW Signal Equipment Upgrade/Replacement - 30 1001 013 400,000$ -$ 400,000$
5 5 PG Tier 1 PW Concrete Utility City Share - 30 1001 008 350,000$ -$ 350,000$
6 6 PG Tier 1 PW Road & Bridge Maintenance Materials - 30 1001 001 150,000$ -$ 150,000$
7 7 PG Tier 1 PW Pavement Maintenance by Area - 30 2022 014 750,000$ -$ 750,000$
8 8 PG Tier 1 IT Network Development IT - 31 0701 001 -$ 436,000$ 436,000$
9 9 PJ Tier 1 PW Servicenter Building 1 - 31 2026 003 -$ 400,000$ 400,000$
10 10 PG Tier 1 PW Alley Maintenance - 30 2022 009 350,000$ -$ 350,000$
11 11 PG Tier 1 PW Neighborhood Traffic Calming & Pedestrian Safety Improvements program - 30 2022
033 (request from $250K to $450K)450,000$ -$ 450,000$
12 12 PJ Tier 1 PW Freight Elevator Replacement -$ 100,000$ 100,000$
13 13 PJ Tier 1 PRLG Little Dry Creek at the Plaza - 30 1301 012 (funded by Donors Fund Payment in Lieu
balance)600,000$ -$ 600,000$
14 14 PJ Tier 1 COM New Website Platform 2025 - 31 1801 002 -$ 100,000$ 100,000$
15 15 PG Tier 1 COM ADA Compliance Projects - 31 2022 020 -$ 150,000$ 150,000$
16 16 PG Tier 1 PRLG Broadway Medians - 30 1301 014 200,000$ 200,000$
17 17 PG Tier 1 PW Security Cameras - 31 0701 008 -$ 100,000$ 100,000$
18 NR PJ Tier 1 PW Civic Center Garage 1,000,000$ 1,000,000$
19 52 PG Tier 1 COM Art in Public Places 1% - 31 1301 001 -$ 16,194$ 16,194$
20 PIF AND CPF CAPITAL ITEMS LIST TOTALS 5,600,000$ 1,635,616$ 7,235,616$
PJ=Project definite start and end date, one-time request to acquire, construct or replace an asset; PG=Program
annual, ongoing funding to maintain an asset
Up to $400K
available for City
Council
appropriation to
existing or new
capital items.
Pa
g
e
7
0
o
f
2
3
4
Questions or Comments
Pa
g
e
7
1
o
f
2
3
4
_________________________________
Appendix
Pa
g
e
7
2
o
f
2
3
4
2026 Capital Projects Funds: PIF and CPF
Line
#
Project/Program
Requests
Public Improvement
Fund (PIF)
Capital Projects
Fund (CPF)
Total %
Total
1 Project/One-Time $1,600,000 $933,422 $2,533,422 35%
2 Program/Ongoing $4,000,000 $702,194 $4,702,194 65%
3 REQUEST TOTALS $5,600,000 $1,635,616 $7,235,616 100%
4
5 Sources of Funds Amount
6 2026 Public Improvement Fund $6,635,616
7 2026 Donors Fund $600,000
8 Sources of Funds Total $7,235,616
Pa
g
e
7
3
o
f
2
3
4
2026 Capital Projects Funds
Fund
#Fund Description and 2026 Capital Requests Amount
30 Public Improvement Fund Capital List Subtotal 5,600,000$
31 Capital Projects Fund Capital List Subtotal 1,635,616$
Grand Total 7,235,616$
D E F 2=D+E-F G H 3= 2+G-H
Current Forecast Current Forecast
Jan 1, 2025 Estimate Estimate Dec 31, 2025 Proposed Proposed Dec 31, 2026
Balance Sources Uses Balance Sources Uses Balance
Capital Projects Funds
30 Public Improvement Fund 19,364,087$ 6,589,000$ 22,872,037$ 3,081,050$ 5,931,000$ 5,721,622$ 3,290,428$
31 Capital Projects Fund 7,367,313$ 6,295,000$ 11,181,337$ 2,480,976$ 165,000$ 1,635,616$ 1,010,360$
34 Police Building Construction Fd 2,579,920$ 75,000$ 1,924,009$ 730,911$ 50,000$ 570,100$ 210,811$
35 Parks and Rec Construction Fd -$ 41,550,000$ 41,500,000$ 50,000$ 50,000$ 1,000$ 99,000$
Totals 29,311,320$ 54,509,000$ 77,477,383$ 6,342,937$ 6,196,000$ 7,928,338$ 4,610,599$
GOVERNMENTAL FUND TYPE
(Fund Balance* = Total Assets - Total Liabilities)
Pa
g
e
7
4
o
f
2
3
4
COUNCIL COMMUNICATION
TO: Mayor and Council
FROM: Brad Power, Dan Poremba
DEPARTMENT: Community Development
DATE: September 22, 2025
SUBJECT:
Public hearing on the Phased Ground Lease Termination
Agreement on the former Weingarten property in Englewood
CityCenter and the phased transfer of title to New Englewood,
LLC
DESCRIPTION:
Public hearing on the proposed Partial Termination of Ground Lease and Conveyance of
Property Agreement (Termination Agreement) with New Englewood, LLC (New Englewood) on
the former Weingarten property in Englewood CityCenter
RECOMMENDATION:
Staff recommends that city council review the provided information in anticipation of council’s
formal consideration of the Termination Agreement and related ordinance, authorizing the
phased termination of the remaining 50-year ground lease term on the former Weingarten
property and transfer of the property to New Englewood, LLC (property highlighted in red on the
attached CityCenter site plan). In consideration for the ground lease termination and title
transfer, the city would receive from New Englewood immediate ownership of the former 24-
Hour Fitness building (approximately 42,000 square feet), the plaza retail condominium interest
in the western ArtWalk apartment building (approximately 18,000 square feet) and an option to
purchase the Tokyo Joe’s property for $3.5 million.
PREVIOUS COUNCIL ACTION:
June 1, 2020: Council approved a Preliminary Development Agreement (PDA) with SKB
(aka Scanlan Kemper Bard) as the preferred master developer for the city property.
April 12, 2021: First Amendment approved to extend the PDA, due to impacts
associated with the COVID pandemic.
October 12, 2020: Authorized staff to negotiate the terms of a Framework Agreement
between the city/EEF and LNR Partners, the special servicer selected by the
bondholders, which was anticipated to communicate council’s good faith commitment to
terminate the ground lease and convey the property to SKB or other potential master
developer buyers selected by LNR.
September 7, 2021: Approved the city-sponsored rezoning of the CityCenter PUD
zoning to MU-B-1 (the downtown mixed-use zoning category.).
Page 75 of 234
February 11, 2023: Conducted a joint planning session with the Englewood Downtown
Development Authority (EDDA) Board and LNR representatives to formulate two refined
redevelopment concept plans which became the basis of LNR’s subsequent marketing
efforts and are now incorporated in the Termination Agreement, Exhibit E.
November 25, 2024: Approved a resolution authorizing the city’s consent to the transfer
of the ground lease from LNR Partners to New Englewood.
2024 and 2025: Participated in various meeting with New Englewood representatives
and directed city staff and consultants on matters pertaining to the negotiation an
drafting of the Termination Agreement.
o January 16, 2024: Executive Session
o September 3, 2024: Executive Session
o November 18, 2024: Executive Session
o November 25, 2024: Regular Session
o March 3, 2025: Study Session
o March 10, 2025: Executive Session
o April 14, 2025: Executive Session
o July 21, 2025: Executive Session
o September 8, 2025: Study Session
SUMMARY:
This information is the same as that reviewed and discussed by council during the September 8,
2025 study session, and included in the posted council agenda packet (including attachments).
The only exceptions are minor changes to the Termination Agreement property legal
descriptions made by the city’s outside legal counsel, to ensure additional accuracy, and the
deletion of the previous second sentence of Section 4(a)(5)(E) referring to state legislation
pertaining to parking within transit oriented corridors.
The redevelopment of the former Cinderella City Mall was facilitated by the Englewood
Environmental Foundation (EEF) through a 75-year ground lease, dated August 4, 2000,
covering the central retail and mixed-use portions of the CityCenter property. The lease was
entirely pre-paid at the time of its execution. Weingarten Miller Englewood Joint Venture (former
Weingarten property) developed the property. Council approved related development or sale
agreements with RTD, Trammel Crow, Walmart and others. Council dissolved EEF in 2023 and
EEF’s interest in the subject ground lease and underlying property ownership were conveyed to
the City of Englewood on September 23, 2023.
The ground lease on the former Weingarten property portion of CityCenter was foreclosed on in
August of 2018 by the bond holders who had provided debt financing to Weingarten Realty, a
successor of the initial retail developer and ground lease lessee. Through December of 2024,
the bond holders were represented by LNR Partners, a special servicer charged with disposing
of the ground lease interest, and the bond holders’ trustee, Bank of America.
Following a 2024 national marketing effort, LNR selected New Englewood to acquire the
foreclosed ground lease interest. The closing of the ground lease sale to New Englewood took
place on December 20, 2024, following council’s November 25, 2024 consent to assignment of
Page 76 of 234
the ground lease from LNR to New Englewood. City staff and the council conducted
negotiations with New Englewood in 2025 regarding the development of an agreement to
terminate the ground lease.
ANALYSIS:
New Englewood provides the City of Englewood with a well-qualified local redevelopment team,
which includes significant redevelopment experience, including redevelopment of the former
Sports Authority property south of CityCenter. New Englewood’s redevelopment qualifications
are summarized in the attached presentation.
Through discussions with New Englewood representatives about the potential termination of the
ground lease, before and after their purchase of the ground lease interest, council established
the following expectations: (a) New Englewood would demonstrate a meaningful commitment to
redevelopment, (b) provide financial assurance for breaking ground on redevelopment, and (c)
protect the city’s related interests as previously provided by the ground lease, following lease
termination.
New Englewood agreed to address city council’s objectives and endorsed the land use
concepts depicted in the attached presentation site plans. Block D is currently occupied by
Ross, Petco, Noodles, Jersey Mikes and Einstein Bagels; Parcel C.1 is currently occupied by
Harbor Freight and the former Office Depot building; Parcel C.2 is the two-story retail/office
space on the south side of Englewood Parkway; Parcel B.3 is referred to as the Tokyo Joe's
building on the civic center parcel (Block B); Parcel B.4 is the former 24-Hour Fitness building
on Block B; and Parcel B.5 is the retail condo space on the first floor of the western ArtWalk
apartment buildings (adjacent to the public fountain and plaza areas).
Elements of the transfer agreement include:
1. The ground lease termination and title transfer are separated into two phases so that the
second phase termination (on Parcels C.1 and B.3) is contingent on New Englewood, or
a vertical developer approved by the city, first breaking ground on a redevelopment
project located within the initial phase redevelopment site (C.2).
2. New Englewood will not enter into new leases for longer than two years (without
including early termination rights).
3. To address council concerns about New Englewood potentially “flipping” the initial
development parcel for a quick profit, New Englewood is prohibited from selling parcel
(C.2) for two years, unless it is to a buyer that secures a city-approved site plan.
4. New Englewood agrees to spend at least $300,000 on redevelopment planning
expenses during the two years following the initial ground lease termination closing date
to address the overall redevelopment planning of the former Weingarten property, as
well as the city’s adjacent civic center property (Block B).
5. The Termination Agreement commits New Englewood to conduct a new public outreach
and engagement process.
Page 77 of 234
6. The Termination Agreement commits the city and New Englewood to negotiate, at
minimum, one additional agreement to address the second phase ground lease
termination. This Predevelopment Agreement will provide for additional New Englewood
performance accountability and the opportunity to collaborate on planning and design for
CityCenter. The Predevelopment Agreement will be subject to city council approval.
7. A potential Master Development Agreement will be subject to the city’s determination
that New Englewood has satisfied its commercially reasonable performance obligations
associated with the Predevelopment Agreement. The Master Development Agreement
would include redevelopment activities and obligations of New Englewood for the overall
redevelopment of the CityCenter core area, including the Civic Center Block B. It would
be subject to city council approval.
8. To protect the city’s longer-term interests pertaining to the ground leased property and
following termination of the ground lease, New Englewood will subject all of the ground
leased property to permanent covenants that would provide for various protections,
including prohibitions on various uses (Exhibit G to the Termination Agreement).
As consideration for terminating the ground lease and transferring fee simple title to New
Englewood, the city will receive free and clear ownership of the former 24-Hour Fitness building
(Parcel B.4) and the plaza retail space (Parcel B.5), as well as a 2-year option to purchase the
Tokyo Joe’s building (Parcel B.3). These properties would consolidate the city’s ownership of
the Englewood Civic Center parcel west of Inca and significantly enhance its redevelopment
potential and value to the city. This outcome will occur irrespective of whether the city and New
Englewood enter into a Master Development Agreement to address redevelopment of the civic
center property.
City council requested a third-party value analysis to verify the initial analysis performed by the
city’s real estate and finance consultant, Strae Advisory Services, to ensure that the value of
property received by the city from terminating the ground lease exceeds the value of property
conveyed by the city. THK Associates was selected based on their timeliness, availability, cost,
and experience providing expert testimony associated with complex real estate transactions.
The THK analysis, presentation slides 10-13, confirms that the value to be received by the city
for terminating the ground lease exceeds the value of terminating the ground lease. Based on
market values from the Arapahoe County Assessor and confirmed by THK, assuming the full
phase one and phase two ground lease termination (Block D, Parcels C-2 and C-1, and Parcel
B-3), and assuming the city does not exercise its option to purchase the Tokyo Joe's building,
the city would receive property valued at $10.33M in exchange for property valued at $9.53M.
The differential would be further in the city’s favor if either: (a) the phase two ground lease
termination never occurs (due to redevelopment not commencing on Parcel C.2), or (b) the city
exercises its option to purchase the Tokyo Joe’s building within its two-year option window.
The THK report noted that, as documented in the 2022 Economic and Fiscal Impact Study by
ArLand Land Use Economics, the CityCenter core area redevelopment (facilitated by the ground
lease termination) would unlock millions of dollars in additional fiscal and economic impacts for
the City of Englewood that would not be produced under the current terms of the ground lease.
COUNCIL ACTION REQUESTED:
Page 78 of 234
Staff recommends that city council approve a bill for an ordinance authorizing the Partial
Termination of Ground Lease and Conveyance of Property Agreement with New Englewood,
LLC.
FINANCIAL IMPLICATIONS:
The Termination Agreement is expected to facilitate the redevelopment and revitalization of the
former Weingarten property in two initial phases on Bock C, both of which are expected to be
multi-family residential projects that would bring 600-700 new units and at least 1,000 new
residents into the CityCenter. These new residents would support the ongoing revitalization of
the CityCenter core area and commercial activities in the wider downtown area.
These initial projects would likely attract a number of new small retailers, service providers and
possible restaurants. The new projects, retailers, employers and residents would have
significant positive fiscal and economic impacts for the city.
If New Englewood performs its subsequent obligations under the anticipated Predevelopment
Agreement to a commercially reasonable level, a potential third phase of redevelopment could
add the Englewood Civic Center property (Block B) to the overall redevelopment. In addition to
the general revitalization impacts, this redevelopment and revitalization is expected to result in
significant economic and fiscal benefit for the city.
CONNECTION TO STRATEGIC PLAN:
The requested action will contribute to the following Strategic Plan goals:
Local Economy
Redevelop and densify CityCenter
Ensure commercial areas, like neighborhoods, have unique character and pedestrian
amenities for employees and visitors
Transportation
Increase ridership on RTD transit options in Englewood
Ensure an outstanding pedestrian experience along and near Englewood shuttle stops
and route
OUTREACH/COMMUNICATIONS:
Public outreach is not typically included in real estate negotiations. A robust public outreach and
communications strategy will take place following the transfer of the ground lease.
ATTACHMENTS:
1. CityCenter Site Plan (former Weingarten ground leased property in red and City property in
blue)
2. Draft of Partial Termination of Ground Lease and Conveyance of Property Agreement
3. Presentation
Page 79 of 234
S ~voboril\gis\LRT _ Station\plots\ctyctr _core_ mea _ exhibit_ B _may_ 2025
Pa
g
e
8
0
o
f
2
3
4
PARTIAL TERMINATION OF GROUND LEASE AND
CONVEYANCE OF PROPERTY AGREEMENT
Page 81 of 234
i
2218209
TABLE OF CONTENTS
Page
1.Defined Terms ..........................................................................................................................2
(a)“Effective Date” .................................................................................................................2
(b)“Commencement of Development” ..................................................................................2
(c)“Ground Lease Property” .................................................................................................2
(d)“Tract H” ............................................................................................................................3
(e)“Parcel B.5” ........................................................................................................................3
(f)“Restricted Parcels”...........................................................................................................3
2.Due Diligence Materials and Period .......................................................................................3
(a)Title and Survey Objections ..............................................................................................4
(b)Release of Liens; Permitted Exceptions ...........................................................................4
(c)Inspection Period ...............................................................................................................4
(d)Restoration..........................................................................................................................4
(e)Hazardous Materials .........................................................................................................4
(f)“Hazardous Materials”; “Environmental Laws” ...........................................................5
3.Closing; Closing Deliverables .................................................................................................5
(a)Parcel B.5 ............................................................................................................................5
(b)Parcel B.3, Parcel C.1, Parcel C.2, Block D, and Tract H ..............................................5
(c)Parcel B.4 ............................................................................................................................5
(d)Parcel C.2 and Block D ......................................................................................................5
(e)Title Company Closing Documents ..................................................................................6
4.New Englewood Commitments and Obligations ...................................................................6
(a)Subsequent Predevelopment Agreement .........................................................................6
(1)Master Plan...................................................................................................................6
Page 82 of 234
ii
2218209
(2)Community Engagement Process ...............................................................................6
(3)Predevelopment Planning; Costs ................................................................................6
(4)Land Use; Design .........................................................................................................6
(5)Master Plan...................................................................................................................6
(b)Downtown Development Authority ..................................................................................7
(c)Special Districts ..................................................................................................................7
(d)Construction Traffic and Use of Certain Roads for Construction Purposes ...............8
(e)Construction Trailer ..........................................................................................................8
(f)Pre-existing Covenants and Third-Party Agreements ...................................................8
(g)City’s Leasehold Purchase Option ...................................................................................9
(h)Additional Released Property .........................................................................................10
(i)Leases ................................................................................................................................10
(j)Prohibited Conveyances ..................................................................................................10
(k)Master Development Agreement ....................................................................................10
5.New Englewood Representations and Warranties with Respect to Parcel B.3, Parcel B.4,
and Parcel B.5.........................................................................................................................10
(a)No Notice of Violations ....................................................................................................10
(b)No Use, Storage, or Release of Hazardous Materials ...................................................11
(c)No Landlord or Tenant Default ......................................................................................11
6.Term; Termination ................................................................................................................11
7.Insurance ................................................................................................................................11
8.Governing Law .......................................................................................................................11
9.Assignment and Successors in Interest ................................................................................11
10.Notices .....................................................................................................................................11
Page 83 of 234
iii
2218209
LIST OF EXHIBITS, ATTACHMENTS, AND SCHEDULES
EXHIBIT A Legal Description of the Ground Lease Property
ATTACHMENT 1 TO EX. A Legal Descriptions of the Ground Lease Parcels
ATTACHMENT 2 TO EX. A Legal Description of the Unencumbered Portion
of Block D
EXHIBIT B Legal Description of Tract H
EXHIBIT C Legal Description of Parcel B.5
EXHIBIT D Site Plan
EXHIBIT E Concept Plan 1
ATTACHMENT 1 TO EX. E Concept Plan 2
EXHIBIT F Form of Quitclaim Deed
EXHIBIT G CityCenter Core Area Covenants
EXHIBIT H Form of Partial Lease Termination
SCHEDULE 1 Due Diligence Materials
SCHEDULE 2 Permitted Exceptions
SCHEDULE 3 City of Englewood Community Engagement
Process for the CityCenter Core Area
Page 84 of 234
1
2218209
PARTIAL TERMINATION OF GROUND LEASE AND
CONVEYANCE OF PROPERTY AGREEMENT
This Agreement (this “Agreement”) is made and entered into as of the Effective Date (as
defined herein) by and between CITY OF ENGLEWOOD, a Colorado home-rule municipality
(the “City”), and NEW ENGLEWOOD, LLC, a Colorado limited liability company (“New
Englewood”). The City and New Englewood are also referred to herein collectively as the
“Parties” and individually as a “Party.”
Recitals
A. In connection with the redevelopment of the former Cinderella City Mall, the City,
through the Englewood Environmental Foundation, Inc., a Colorado nonprofit corporation
(“EEF”) as “Landlord”, and Weingarten/Miller Englewood Joint Venture, a Texas joint venture
(“WME”), as “Tenant”, entered into a Ground Lease dated August 4, 2000, as evidenced by that
certain Memorandum of Lease dated and recorded on August 4, 2000 at Reception No. B0096247
in the real property records of Arapahoe County, Colorado (the “Records”), as amended by that
certain Amendment to Memorandum of Lease between EEF and WME, dated June 1, 2007 and
recorded on June 25, 2007 at Reception No. B7080275 in the Records (together, the “Ground
Lease”), with respect to the Ground Lease Property (as defined herein).
B. On August 22, 2018, the Public Trustee of Arapahoe County, as part of a Public
Trustee Foreclosure Sale, conveyed to PWR17-691 W Hampden Ave LLC all right, title, and
interest to the leasehold estate and Parcel B.5 (as defined herein), including all land and
improvements more specifically described in that certain Confirmation Deed dated and recorded
on August 22, 2018 at Reception No. D8083367 in the Records.
C. Since 2018, the City has taken numerous proactive steps intended to facilitate
coordinated redevelopment of the “CityCenter Core Area” as depicted on the “Site Plan” attached
hereto as Exhibit D, which includes both the City’s Civic Center property (the “Civic Center
Property”) and the City-owned property subject to the Ground Lease, as a first-class, mixed-use,
transit-oriented development.
D. For reasons unrelated to redevelopment plans, EEF’s interest as Landlord in and to
the real property described in the Ground Lease was conveyed to the City pursuant to that certain
Quitclaim Deed dated as of September 25, 2023, and recorded on September 29, 2023 at Reception
No. E3067360 in the Records.
E. On December 20, 2024, pursuant to an Agreement for Sale and Purchase of
Property, New Englewood, an affiliate of DPC Development Company, a Colorado corporation,
and Ogilvie Partners, LLC, a Colorado limited liability company, acquired Ground Lease Tenant’s
interest in the Ground Lease Property and further fee simple title to Parcel B.5.
F. On November 25, 2024, the Englewood City Council (“City Council”) approved a
resolution entitled “Resolution Authorizing An Assignment of the August 4, 2000 CityCenter
Ground Lease to New Englewood.”
Page 85 of 234
2
2218209
G. On March 3, 2025, at the City Council study session, New Englewood presented a
proposed approach for the redevelopment of the CityCenter Core Area, highlighted multiple
Denver-area projects which included the redevelopment of the Sports Authority property in the
City of Englewood, and since that time have been diligently pursuing negotiations with the City.
H. Subject to the terms and conditions below, New Englewood and the City anticipate
entering into three (3) separate agreements: (i) this Agreement; (ii) a subsequent predevelopment
agreement (the “Predevelopment Agreement”); and (iii) a master development agreement (the
“Master Development Agreement”).
I. This Agreement will result in substantial benefits to the City including (a) the
conveyance of Parcel B.5 to the City, the termination of New Englewood’s Ground Lease interest
as it related to Parcel B.4 (as defined herein), and the City acquiring an option to purchase New
Englewood’s leasehold interest to Parcel B.3 (as defined herein), and (b) commit New Englewood
to community engagement and development accountability that will facilitate a projected
groundbreaking on Parcel C.2 (as defined herein) in 2027 in furtherance of redevelopment of the
CityCenter Core Area.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1.Defined Terms. For purposes of this Agreement, the following terms shall have the
meaning set forth below:
(a)“Effective Date” shall mean thirty (30) days after publication following
final passage of the Ordinance approving this Partial Termination of Ground Lease and
Conveyance of Property Agreement per Article V, § 39 of the City of Englewood Municipal
Charter; provided that if a third party appeals the passage of the Ordinance the Effective Date shall
be the date of any final order of a dismissal or successful denial of such appeal.
(b)“Commencement of Development” shall mean New Englewood or its
successor as to one or more parcels has commenced development including excavation and
grading, related to horizontal infrastructure and entered into a construction contract for vertical
construction on one or more parcels and has closed on the associated financing for the vertical
construction.
(c)“Ground Lease Property” shall mean the property legally described on
Exhibit A attached hereto and comprised of the individual parcels, including “Parcel B.3,” “Parcel
B.4,” “Parcel C.2,” “Parcel C.1,” and “Block D,” each as separately described in Attachment 1 to
Exhibit A. As used herein, “Block D” also shall include the property legally described in
Attachment 2 to Exhibit A, which parcel is not subject to the Ground Lease. The Concept Plan
1, attached hereto as Exhibit E (“Concept Plan 1”) is the source of the below parcel identifiers:
Page 86 of 234
3
2218209
Ground Lease Property / City Property (Prior to Closing)
Att. 1 to
Ex. A
Parcel ID Parcels Description Street Address
1971-33-4-04-017 Parcel B.3
(Lot 4, Block 3)
Tokyo Joes/
adjacent retail
901 W Hampden Ave.
1971-33-4-04-018 Parcel B.4
(Lot 1, Block 4)
Former 24-Hour
Fitness
3435 Inca
1971-33-4-04-019 Parcel C.2
(Lot 1, Block 7)
2 Story 800 & 850 Englewood
Parkway
1971-33-4-04-020 Parcel C.1
(Lot 1, Block 8)
Harbor Freight &
Former Office
Depot
705 & 895 W. Hampden Ave.
1971-34-3-27-008
1971-34-3-00-004
Block D
(Lot 2, Block 9)
(Portion of
SW1/4 of S34,
T4S, R68W)
Petco and Ross
Einstein’s and
Noodles
551, 691, & 697, 699 W
Hampden Ave.
Att. 2 to
Ex. A
1971-34-3-27-003 Block D
(Lot 3, Block 9)
Surface Parking
Not subject to the
Ground Lease
No street address
(d)“Tract H” shall mean the property legally described on Exhibit B attached
hereto, which is a parcel of approximately 0.61 acres that is appurtenant to and functionally linked
to Parcel C.1. It currently contains a water line and is subject to cross-parking and access
obligations from one or more existing easements or other documents.
City Property – Tract H
Ex. B 1971-33-4-04-014 Tract H Utilities No street address; consists of
0.6040 acres
(e)“Parcel B.5” shall mean the property legally described on Exhibit C
attached hereto, which is located on the west of Inca and will be conveyed by New Englewood to
the City pursuant to the terms and conditions of this Agreement.
New Englewood, LLC Property (Prior to Closing)
Ex. C 1971-33-4-06-002 Parcel B.5 Condominium
interest in ground
floor retail/office)
and plaza retail
901 Englewood Parkway,
Unit 100
(f)“Restricted Parcels” shall mean Parcel B.3, Parcel C.1, Parcel C.2, Block
D, and Tract H, and collectively are subject to the “CityCenter Core Area Covenants” attached
hereto as Exhibit G.
2.Due Diligence Materials and Period. The City has owned (subject to the Ground
Lease) Parcel B.4 since September 25, 2023 and as a result, understands it will be terminating the
Ground Lease as to Parcel B.4 and acquiring title to Parcel B.5 on an “as-is” basis, subject to the
representations and warranties set forth below in Section 5. Within five (5) days of the Effective
Date of this Agreement, New Englewood shall deliver to the City the due diligence materials listed
Page 87 of 234
4
2218209
on Schedule 1 attached hereto (the “Due Diligence Materials”) to the extent in New Englewood’s
possession, and without cost to New Englewood.
(a)Title and Survey Objections. Within ten (10) days following receipt of the
Due Diligence Materials, the City shall provide to New Englewood a list of any objections to
matters set forth on the title commitment and/or the survey provided by New Englewood. New
Englewood agrees to reasonably cooperate with the City, at no cost or expense to New Englewood,
to clear the title to Parcel B.5 of the objections and/or update the survey.
(b)Release of Liens; Permitted Exceptions. Prior to the closing of the
transactions contemplated herein (the “Closing”), New Englewood shall be obligated to obtain a
partial release of the deed of trust encumbering Parcel B.4 and Parcel B.5, shall be obligated to
satisfy any requirements imposed by the title company on New Englewood, and shall cause the
release of monetary and/or mechanic’s liens or bond over any mechanic’s liens placed upon the
Parcel B.4 and/or Parcel B.5 by a third party in connection with work performed or alleged to have
been performed on Parcel B.4 and/or Parcel B.5 solely on behalf of New Englewood.
Notwithstanding the foregoing, New Englewood shall not be obligated to cure any title exceptions
as listed in the attached Schedule 2 (“Permitted Exceptions”). The Parties are hereby delegated
authority to update Schedule 2 upon completion of the City’s title and survey review.
(c)Inspection Period. Beginning on the Effective Date of this Agreement and
sixty (60) days thereafter (the “Inspection Period”), the City and its agents, at the City’s sole cost
and expense, shall have the right to inspect Parcel B.4 and Parcel B.5 and perform and/or obtain
any tests, surveys, studies, and assessments, including, but not limited to, a Phase I Environmental
Assessment involving soil and ground water borings and/or excavations as determined necessary
by the City. New Englewood agrees to reasonably cooperate with the City, at no cost or expense
to New Englewood, regarding the City’s inspection of Parcel B.4 and Parcel B.5. The City
acknowledges that it shall not have the right to conduct a Phase II Environmental Assessment
without New Englewood’s prior consent, which consent shall not be unreasonably withheld.
(d)Restoration. The City shall promptly restore Parcel B.4 and Parcel B.5 to
conditions substantially similar to their condition immediately prior to any inspection or testing
performed by the City during the Inspection Period; provided that the discovery of any existing
Hazardous Materials (as defined herein) on Parcel B.4 or Parcel B.5, including any diminution in
value or costs of remediation related thereto, shall not be considered conditions requiring
restoration and the City shall have no liability hereunder related to such conditions.
(e)Hazardous Materials. At the end of the Inspection Period, if the City
identifies the presence of any Hazardous Materials on, in, under, or migrating from Parcel B.4 or
Parcel B.5 that are not identified in any of (i) that certain letter to M. D’Andrea, City of Englewood,
from Terracon dated July 21, 2022, (ii) that certain Limited Site Investigation, Former Chevron
Station, prepared for the City of Englewood by Terracon dated February 17, 2023, (iii) that certain
Limited Site Investigation, Former JC Penny Auto Center, prepared for City of Englewood by
Terracon dated March 1, 2023, or (iv) that certain Phase I Environmental Assessment dated
October 20, 2024, prepared by Environmental Property Investigations, Inc. for the benefit of New
Englewood, a copy of which has been provided to the City, the City may elect in its sole discretion
to not accept the leasehold interest in Parcel B.4 and/or Parcel B.5 and in doing so New Englewood
Page 88 of 234
5
2218209
shall have the option to terminate this Agreement. In the event New Englewood retains the
leasehold interest to Parcel B.4 and/or Parcel B.5, New Englewood’s obligations under this
Agreement shall apply to such parcels to the same extent as other New Englewood-owned parcels
in the CityCenter Core Area, including recording the CityCenter Core Area Covenants for such
parcels.
(f)“Hazardous Materials”; “Environmental Laws”. For purposes of this
Agreement, “Hazardous Materials” shall mean, collectively, any chemical, material, substance or
waste which is or hereafter becomes defined or included in the definitions of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutant,” or
“contaminant,” or words of similar import, under any Environmental Law (as defined herein), and
any other chemical, material, substance, or waste, exposure to, disposal of, or the release of which
is now or hereafter prohibited, limited or regulated by any governmental or regulatory authority or
otherwise poses an unacceptable risk to human health or the environment and underground storage
tanks. “Environmental Laws” shall mean any applicable local, state and federal environmental
rules, regulations, statutes, cleanup criteria, laws, and orders, as amended from time to time,
including, but not limited to, all such rules, regulations, statutes, laws, and orders regarding the
storage, use, cleanup, and disposal of Hazardous Materials and regarding releases or threatened
releases of Hazardous Materials to the environment.
3.Closing; Closing Deliverables. Following the expiration of the Inspection Period,
the Parties have thirty (30) days to conduct the Closing (the “Outside Closing Date”). The Closing
shall be held on the Outside Closing Date, or such earlier date as mutually agreed to in writing, at
a time and place as the Parties may mutually agree. The Closing shall be consummated in
accordance with the closing instructions approved by the Parties and as set forth herein.
(a)Parcel B.5. New Englewood shall execute and record a quitclaim deed in
the general form attached hereto as Exhibit F (a “Quitclaim Deed”) to convey Parcel B.5 to the
City, subject to the Permitted Exceptions;
(b)Parcel B.3, Parcel C.1, Parcel C.2, Block D, and Tract H. New Englewood
shall execute and record the CityCenter Core Area Covenants for Parcel B.3, Parcel C.1, Parcel
C.2, Block D, and Tract H.
(c)Parcel B.4. The Parties shall execute a partial lease termination in the
general form attached hereto as Exhibit H (a “Partial Lease Termination”) with respect to Parcel
B.4, and New Englewood shall execute and record a Quitclaim Deed to convey the improvements
thereon; and
(d)Parcel C.2 and Block D. The Parties shall execute a Partial Lease
Termination with respect to Parcel C.2 and such portions of Block D as encumbered by the Ground
Lease, terminating the City’s right, title, and interest to the land and any improvements in and on
Parcel C.2 and such portions of Block D, and the City shall execute and record a Quitclaim Deed
to convey to New Englewood the City’s right, title, and interest to the land and any improvements
in and on Parcel C.2 and Block D.
Page 89 of 234
6
2218209
(e)Title Company Closing Documents. The Parties shall each execute and
deliver such other closing documents as may be reasonably required by the title company or the
closing instructions approved by the Parties.
4.New Englewood Commitments and Obligations. In consideration of the City’s
partial termination of the Ground Lease, New Englewood agrees to the following additional
obligations:
(a)Subsequent Predevelopment Agreement. New Englewood and the City
shall negotiate in good faith a subsequent predevelopment agreement (“Predevelopment
Agreement”), subject to City Council approval, which shall include customary provisions and shall
restate and fully incorporate any continuing obligations in this Agreement, including, but not
limited to:
(1)Master Plan. The “Master Plan” for the CityCenter Core Area,
which includes both the Ground Lease Property and the Civic Center Property, will be a
logical extension of and consistent with Concept Plan 1 and the concept plan attached
hereto as Attachment 1 to Exhibit E (“Concept Plan 2,” and together with Concept Plan
1, the “Initial Concept Plans”), as the same may be modified by the Parties, and such Master
Plan shall be incorporated as part of the Master Development Agreement.
(2)Community Engagement Process. Prior to submitting any formal
applications with the City, New Englewood shall conduct a community engagement
process as agreed to by both Parties with the intention of seeking input from the community
on the Initial Concept Plans as updated. The scope of the community engagement process
is set forth on Schedule 3 attached hereto.
(3)Predevelopment Planning; Costs. From the date of Closing, for a
period of two (2) years, New Englewood shall: (i) procure third-party design, consulting,
and other master planning expenses and predevelopment activities, and (ii) pay at least
Three Hundred Thousand and 00/100 Dollars ($300,000.00) for the predevelopment costs
in furtherance of the Master Plan for the CityCenter Core Area, encompassing the Ground
Lease Property and the Civic Center Property, which shall be substantiated by providing
quarterly reports to the City certifying a true and accurate statement of predevelopment
costs.
(4)Land Use; Design. The redevelopment area is zoned MU-B-1
(Mixed Use; Central Business District, Transit Station Overlay District). The Parties
anticipate that the redevelopment of the CityCenter Core Area will require subdivision and
New Englewood will work in good faith to obtain the necessary subdivision approvals.
The Master Plan and each development parcel shall be subject to the City’s Unified Land
Use Code, Advisory Specific Plan Design, and design guidelines per the City Municipal
Code §16-1-5(f).
(5)Master Plan. In addition to the above, the Master Plan shall include,
but not be limited to, the following:
Page 90 of 234
7
2218209
A.Feasibility Analysis. Analyze the uses, market feasibility,
and estimated development timeline based on projected groundbreaking in July 2027.
B.Financing Plan. Establish public/private/partnership
financing guidelines and agreements, including potential funding, including tax increment
funding obtained from the Englewood Downtown Development Authority (“EDDA”),
Colorado State Enterprise Zone, and federal opportunity zones, metropolitan district
funding.
C.Density and Affordability Housing Plans. Establish density
and affordability housing plans to include diverse housing options including for workforce
housing.
D.Amenity Plan. Establish open and green spaces, public
areas, and amenity plans with funding recommendations.
E.Parking Plan. Create a viable parking plan to accommodate
the Master Plan.
F.Infrastructure Plan. Establish an infrastructure plan that can
accommodate the proposed Master Plan, including consideration for redevelopment of the
CityCenter Core Area water detention, water quality, and run off control.
G.Tract H. The City Manager or their designee will take steps
to complete the necessary investigation into the utilities and improvements associated with
Tract H and prepare the legal instruments necessary to transfer Tract H in connection with
the anticipated Ground Lease termination on, and title transfer of, Parcel C.1 to New
Englewood.
(b)Downtown Development Authority. New Englewood acknowledges that
the Restricted Parcels lie within the boundaries of the EDDA which was formed to capitalize
improvements and carry out the Downtown Plan of Development adopted by the City Council.
New Englewood shall cooperate with the City and the EDDA to grant such easements over the
Restricted Parcels as are necessary or desirable to permit the construction, installation, operation,
and maintenance of the improvements to be funded by the EDDA, provided that New Englewood
shall have the right to reasonably approve the location of any such easements so that they do not
materially interfere with New Englewood’s redevelopment efforts.
(c)Special Districts. New Englewood intends to, and will be the petitioner for,
a Title 32 special district (a “Title 32 District”) to fund certain infrastructure improvements for the
Restricted Parcels and the development, and that, if formed, the Title 32 District may levy taxes
and assessments against the Restricted Parcels. New Englewood shall grant and approve such
easements over the Restricted Parcels as are necessary or desirable to permit the construction,
installation, and maintenance of the improvements to be funded by the Title 32 District; provided
however, that to the greatest extent possible, any such easements shall be created over existing
easement areas, and in New Englewood’s reasonable determination shall not materially interfere
with New Englewood’s redevelopment efforts. The City or a Title 32 District shall immediately
Page 91 of 234
8
2218209
restore the land and improvements thereon to their prior condition to the extent of any damage
caused by the City’s or the Title 32 District’s utilization of the easements herein reserved. The
assessments, taxes, or other charges levied by a Title 32 District will constitute charges against the
Restricted Parcels that will survive conveyance of the improvements constructed on the Restricted
Parcels.
(d)Construction Traffic and Use of Certain Roads for Construction Purposes.
New Englewood, its contractors, subcontractors, employees, and agents shall only utilize certain
roads to be designated by the City to access the Restricted Parcels for construction purposes, and
New Englewood shall be responsible for keeping such designated roads and other property in the
vicinity of the Restricted Parcels reasonably free of dirt, mud, and debris which results from
construction-related activities on the Restricted Parcels. New Englewood shall pay the costs of
repairing any damage to such designated roads and other property in the vicinity of the Restricted
Parcels, other than damage resulting from ordinary wear and tear and latent defects therein, to the
extent such damage results from construction-related activities on the Restricted Parcels.
(e)Construction Trailer. During such periods of time when New Englewood is
actively engaged in construction of the improvements on the Restricted Parcels, New Englewood
shall have the right to install, operate, and maintain a construction trailer on the Restricted Parcels.
Such construction trailer shall be subject to the City’s acceptance with respect to the exterior
appearance, size, and location and to such reasonable laws, rules, and regulations of the City. New
Englewood shall not construct any fences around, or store any construction or other materials
adjacent to, any such construction trailers.
(f)Pre-existing Covenants and Third-Party Agreements. The Parties
acknowledge that the Ground Lease Property and adjacent areas are subject to certain covenants
(“Pre-existing Covenants and Third-Party Agreements”), including but not limited to, those
identified in subsections 1-11 below and agree to work in good faith to amend the Existing
Covenants and Third-Party Agreements that may be an impediment to the redevelopment of the
CityCenter Core Area; provided that the Parties acknowledge that the third parties to the Existing
Covenants and Third-Party Agreements are not obligated to amend the same.
(1)Declaration of Easements with Covenants and Restrictions
Affecting Land (“ECR”) between EEF and Wal-Mart Real Estate Business Trust, a
Delaware business trust (“Wal-Mart”), dated and recorded on November 24, 1999 at
Reception No. A9186622 in the Records, and re-recorded on May 9, 2000 at Reception
No. B005442 in the Records, as amended by the First Amendment to ECR between EEF,
Wal-Mart, Englewood Parkway Investors, LLC, a Delaware limited liability company, and
WME, dated March 2, 2007 and recorded on March 20, 2007 at Reception No. B7034880
in the Records (collectively, the “Master ECR”).
(2)Common Area Maintenance Agreement between EEF and Wal-
Mart, dated and recorded on November 24, 1999 at Reception No. A9186624 in the
Records (“CAM Agreement”).
(3)Project Agreement with the Regional Transportation District
(“RTD”) for Transit Facilities and Parking Spaces to be Incorporated into the
Page 92 of 234
9
2218209
Redevelopment of Commercial Real Estate near Hampden and Santa Fe (presently referred
to as Cinderella City) between the City and RTD, dated January 6, 1997, as amended by
the Amendment between the City and RTD, dated July 19, 1999 (collectively, the “RTD
Project Agreement”).
(4)Permanent Transit Easement between the City, EEF, and RTD,
dated May 20, 2002 and recorded on June 3, 2002 at Reception No. B2101636 in the
Records.
(5)Common Area Maintenance Agreement between EEF and RTD,
dated May 3, 2000.
(6)Declaration of Easement for Parking made by EEF, dated December
29, 1999 and recorded on December 31, 1998 at Reception No. A8215930 in the Records.
(7)Declaration of Easements, Covenants and Restrictions between EEF
and TCR Englewood Holdings Limited Partnership, a Texas limited partnership (“TCR”),
dated and recorded on May 9, 2000 at Reception No. B0055447 in the Records (the
“Residential ECR”).
(8)Joinder to CAM Agreement between EEF and TCR dated and
recorded on May 9, 2000 at Reception No. B0055448 in the Records.
(9)Declaration of Easements with Covenants and Restrictions
Affecting Land (Retail ECR) between EEF and WME, dated and recorded on August 4,
2000 at Reception No. B0096248 in the Records.
(10)Joinder to CAM Agreement (Retail Development) between EEF and
WME, dated and recorded on August 4, 2000 at Reception No. B0096250 in the Records.
(11)Declaration of Covenants, Conditions and Restrictions and Grant of
Easements (Chuck E. Cheese) between CEC Entertainment, Inc., a Kansas corporation,
and EEF, dated January 8, 2002 and recorded on February 5, 2002 at Reception No.
B2022932 in the Records.
(g)City’s Leasehold Purchase Option. The City has an exclusive option to
purchase New Englewood’s leasehold interest (“Leasehold Purchase Option”) in Parcel B.3,
inclusive of the land and any improvements, for an amount certain of Three Million Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00), which may be exercised by the City if
Commencement of Development has not occurred on Parcel C.1 or Parcel C.2 on or before two
(2) years following the Closing. The City may exercise its Leasehold Purchase Option by
providing written notice to New Englewood which shall be given no later than the expiration of
the option term and New Englewood shall execute a Partial Lease Termination with respect to
Parcel B.3. Notwithstanding the foregoing, if the City does not exercise its Leasehold Purchase
Option, New Englewood shall have the obligation to develop Parcel B.3 in accordance with a
subsequent Master Development Agreement, if any, executed by the Parties.
Page 93 of 234
10
2218209
(h)Additional Released Property. Upon Commencement of Development on
Parcel C.2, the City shall execute a Partial Lease Termination with respect to Parcel C.1 and Parcel
B.3 terminating the City’s right, title, and interest to the land and any improvements in and on
Parcel C .1 and Parcel B.3 and further shall execute and record a Quitclaim Deed to convey Parcel
C.1 with appurtenant Tract H, and Parcel B.3 to New Englewood (the “Additional Released
Property”). In order to effectuate the City’s partial release of the Additional Released Property,
New Englewood shall provide notice (“Request for Release”) to the City in writing that it has met
the requirements of Commencement of Development. The City shall have thirty (30) days to
review and respond to a Request for Release. If the City does not respond within the thirty (30)
day period, the Request for Release shall be deemed approved.
(i)Leases. For a period of two (2) years from the Effective Date of this
Agreement, New Englewood shall not, except as provided below, enter into any new leases, lease
renewals, or new subleases (“New Lease”) for space within Parcel C.2 and/or Parcel C.1 that is
vacant as of the Effective Date, including but not limited to the, the Office Depot space and the
vacancy adjacent to Harbor Freight space, unless (1) the term of any such New Lease is less than
two (2) years (unless, if longer, New Englewood has the right to terminate any such New Lease on
not more than six (6) months’ notice), or (2) enter into any New Leases for space within Parcel
B.3 if the term of any such New Lease is more than two (2) years unless the New Lease is a
sublease which provides New Englewood the right to terminate such sublease upon not more than
six (6) months’ notice. Notwithstanding the foregoing, New Englewood shall not be required to
reject a sublease proposed by a tenant which is consistent with the existing Tenant’s lease terms
and provisions. New Englewood shall provide notice to the City of any New Leases for Parcel
C.1, Parcel C.2, and Parcel B.3, and will certify compliance with the foregoing requirements.
(j)Prohibited Conveyances. For a period of two (2) years from the Effective
Date of this Agreement, New Englewood shall not sell or otherwise convey title to Parcel C.2
unless New Englewood, or an entity under contract with New Englewood to acquire Parcel C.2,
has obtained City approval of a Site Improvement Plan applicable to Parcel C.2 per §16-1-6 of the
City’s Unified Development Code. Approval of a Site Improvement Plan satisfies the requirement
of City consent under Section 9 of this Agreement. The prohibition in this subsection does not
apply to Block D, which can be sold by New Englewood without the City’s consent and without
assigning this Agreement to any successor owner of Block D.
(k)Master Development Agreement. If the City determines that New
Englewood has performed the terms of the Predevelopment Agreement in a commercially
reasonable manner, the Parties agree to enter into good faith negotiations of a Master Development
Agreement that will set forth the Parties’ obligations related to the development of the CityCenter
Core Area.
5.New Englewood Representations and Warranties with Respect to Parcel B.3, Parcel
B.4, and Parcel B.5.
(a)No Notice of Violations. During the period in which New Englewood has
owned fee simple title to Parcel B.5, and has been the ground lessee of Parcel B.3 and Parcel B.4
under the Ground Lease, New Englewood has not received written notice that Parcel B.3, Parcel
Page 94 of 234
11
2218209
B.4, or Parcel B.5 are in violation of federal, state, or local laws or regulations concerning the use,
storage, or release of Hazardous Materials.
(b)No Use, Storage, or Release of Hazardous Materials. During the period in
which New Englewood has owned fee simple title to Parcel B.5, and has been the ground lessee
of Parcel B.3 and Parcel B.4 under the Ground Lease, New Englewood has not used, stored, or
released Hazardous Materials in, on, or under Parcel B.3, Parcel B.4, or Parcel B.5 in violation of
federal, state, or local laws or regulations concerning the use, storage, or release of Hazardous
Materials.
(c)No Landlord or Tenant Default. During the period in which New
Englewood has been the ground lessee pursuant to the Ground Lease, New Englewood has not
sent, nor received, written notice of a default by landlord or tenant under any lease in effect with
respect to Parcel B.3.
6.Term; Termination. The term of this Agreement shall commence on the Effective
Date of this Agreement and shall be in effect until a subsequent Predevelopment Agreement is
executed by the Parties or until the Parties mutually agree to terminate this Agreement.
7.Insurance. New Englewood will continue at all times to maintain the insurance
coverages required by the Ground Lease, unless and until the Parties execute a Predevelopment
Agreement, at which time the City’s standard insurance provisions will be incorporated into the
terms of the Predevelopment Agreement.
8.Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.
9.Assignment and Successors in Interest. This Agreement and all rights and
obligations of the Parties hereunder are personal to the Parties and may not be transferred or
assigned without the prior written consent of the other Parties, provided, however, that New
Englewood shall have the right to assign this Agreement, without the City’s consent, to an entity
controlled by, that controls, or is under common control of New Englewood.
10.Notices. All notices required or permitted hereunder shall be in writing and shall
be delivered in person, by e-mail, or by overnight courier, to such Party at its address shown below,
or to any other place designated in writing by such Party:
The City: City of Englewood
Daniel Poremba
Chief Redevelopment Officer
Englewood Civic Center
1000 Englewood Parkway
Englewood, Colorado 80110
dporemba@englewoodco.gov
Page 95 of 234
12
2218209
With a copy to: Brad Power
Director of Community Development
Englewood Civic Center
1000 Englewood Parkway
Englewood, Colorado 80110
bpower@englewoodco.gov
and a copy to: Tamara Niles, Esq.
City Attorney
City Attorney Department
1000 Englewood Parkway
Englewood, Colorado 80111
tniles@englewoodco.gov
and a copy to: Kirsten Crawford, Esq.
Kaplan Kirsch LLP
1675 Broadway, Suite 2300
Denver, CO 80202
kcrawford@kaplankirsch.com
New Englewood: c/o DPC Development Company
5675 DTC Blvd., Suite 275
Englewood, CO 80111
Attn: Christopher King and Justin Lutgen
cking@dpccompanies.com
jlutgen@dpccompanies.com
and Ogilvie Partners, LLC
2601 Blake Street, Suite 200
Denver, CO 80205
Attn: Stuart Ogilvie and Dustin Jones
stu@ogprops.com
dustin@ogprops.com
With a copy to: Bruce A. James
Brownstein Hyatt Faber Schreck, LLP
675 15th Street, Suite 2900
Denver, CO 80202
bjames@bhfs.com
[Signature Page Follows]
Page 96 of 234
Signature Page to
Partial Termination of Ground Lease and Conveyance of Property Agreement
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
NEW ENGLEWOOD:
NEW ENGLEWOOD, LLC, a Colorado limited liability company
By:
Name:
Its:
THE CITY:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 97 of 234
Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT A
to Partial Termination and Conveyance Agreement
Legal Description of the Ground Lease Property
Lot 4, Block 3
Lot 1, Block 4
Lot 1, Block 7
Lot 1, Block 8
Lot 2, Block 9
Englewood CityCenter Filing No. 1, County of Arapahoe, State of Colorado, together with all
rights and all appurtenances to or used in connection therewith, including, but not limited to, any
of the following which are owned by the City: all development rights and air rights, and any
easements, rights-of-way, or appurtenances used in connection with the beneficial use and
enjoyment of the land.
AND
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE
68 WEST OF THE 6TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 4 SOUTH,
RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE NORTHERLY
ALONG THE WEST LINE OF SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT
ON THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON AN ANGLE TO THE
RIGHT OF 90 DEGREES 07 MINUTES 26 SECONDS AND ALONG SAID NORTH LINE A
DISTANCE OF 381.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
ALONG THE AFORESAID COURSE A DISTANCE OF 120.00 FEET; THENCE ON AN
ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF
130.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Page 98 of 234
Attachment 1 to Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1 TO EXHIBIT A
to Partial Termination and Conveyance Agreement
Legal Descriptions of the Ground Lease Parcels
Parcel B.3
Lot 4, Block 3, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel B.4
Lot 1, Block 4, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.2
Lot 1, Block 7, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.1
Lot 1, Block 8, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Block D
Lot 2, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado;
AND
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE
68 WEST OF THE 6TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 4 SOUTH,
RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE NORTHERLY
ALONG THE WEST LINE OF SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT
ON THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON AN ANGLE TO THE
RIGHT OF 90 DEGREES 07 MINUTES 26 SECONDS AND ALONG SAID NORTH LINE A
DISTANCE OF 381.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
Page 99 of 234
Attachment 1 to Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ALONG THE AFORESAID COURSE A DISTANCE OF 120.00 FEET; THENCE ON AN
ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF
130.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Page 100 of 234
Attachment 2 to Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 2 TO EXHIBIT A
to Partial Termination and Conveyance Agreement
Legal Description of the Unencumbered Portion of Block D
Block D
Lot 3, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Page 101 of 234
Exhibit B to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT B
to Partial Termination and Conveyance Agreement
Legal Description of Tract H
Tract H, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of Colorado.
Page 102 of 234
Exhibit C to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT C
to Partial Termination and Conveyance Agreement
Legal Description of Parcel B.5
Commercial Unit, City Center Condominium according to the Map thereof, recorded on November
27, 2002, at Reception Number B2225885, in the office of the Clerk and Recorder of the County
of Arapahoe, Colorado, as defined and described in the Declaration of Covenants, Conditions and
Restrictions for the CityCenter Condominium recorded on November 27, 2002, at Reception
Number B2225884, in said records.
County: Arapahoe
Parcel Number: 1971-33-4-06-002
Also known as 901 Englewood Parkway, Englewood, Colorado
Page 103 of 234
Exhibit D to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT D
to Partial Termination and Conveyance Agreement
Site Plan
Page 104 of 234
Exhibit E to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT E
to Partial Termination and Conveyance Agreement
Concept Plan 1
Pa
g
e
1
0
5
o
f
2
3
4
Attachment 1 to Exhibit E to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1 TO EXHIBIT E to Partial Termination and Conveyance Agreement
Concept Plan 2
Pa
g
e
1
0
6
o
f
2
3
4
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT F
to Partial Termination and Conveyance Agreement
Form of Quitclaim Deed
After recording, return original to:_____________________________ _____________________________ _____________________________ _____________________________
QUITCLAIM DEED
[CITY OF ENGLEWOOD, a Colorado home-rule municipality] (the “Grantor”), for the
consideration of _____________ Dollars ($________), in hand paid, hereby sells and quit claims
to [NEW ENGLEWOOD, LLC, a Colorado limited liability company, an affiliate of DPC
Development Company, a Colorado corporation, and Ogilvie Partners, LLC, a Colorado limited
liability company], whose legal address is _____________________________, City of
_________________ County of ___________, and State of ______________ (the “Grantee”), the
following real property located in the City and County of Arapahoe and State of Colorado, to wit:
the real property specifically described in Attachment 1 attached hereto and incorporated hereof,
also known by street address as: ______________________________________(the “Property”),
with all its appurtenances. Grantor warrants the title to the Property against all persons claiming
under Grantor, subject to the matters set forth on Attachment 2 attached hereto and made a part
hereof.
The Property is conveyed in its “AS IS” physical condition and in an “AS IS” state of repair.
All warranties of any type or kind whatsoever with respect to the Property are disclaimed, whether
express or implied, direct or indirect, oral or written, including, by way of description, but not
limitation, those of habitability, fitness for a particular purpose, and use. Without limiting the
generality of the foregoing no representations or warranties are made concerning, and any
representations or warranties are hereby expressly disclaimed concerning: (i) the value, nature,
quality or condition of the Property; (ii) any restrictions related to development of the Property;
(iii) the applicability of any governmental requirements; (iv) the suitability of the Property for any
purpose whatsoever; (v) the presence in, on, under or about the Property of any Hazardous Material
(as defined below) or any other condition of the Property which is actionable under any
Environmental Law (as defined below); (vi) compliance of the Property or any operation thereon
with the laws, rules, regulations, or ordinances of any applicable governmental body; or (vii) the
presence or absence of, or the potential adverse health, economic or other effects arising from, any
magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any
power lines, telephone lines, cables, or other facilities, or any related devices or appurtenances,
upon or in the vicinity of the Property.
Page 107 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
As used herein, “Hazardous Materials” shall mean, collectively, any chemical, material, substance,
or waste which is or hereafter becomes defined or included in the definitions of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutant,” or
“contaminant,” or words of similar import, under any Environmental Law, and any other chemical,
material, substance, or waste, exposure to, disposal of, or the release of which is now or hereafter
prohibited, limited or regulated by any governmental or regulatory authority or otherwise poses an
unacceptable risk to human health or the environment.
As used herein, “Environmental Laws” shall mean all applicable local, state, and federal
environmental rules, regulations, statutes, laws, and orders, as amended from time to time,
including, but not limited to, all such rules, regulations, statutes, laws, and orders regarding the
storage, use, and disposal of Hazardous Materials and regarding releases or threatened releases of
Hazardous Materials to the environment.
[Signature Page Follows]
Page 108 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of this ____ day
of __________________, 20__.
GRANTOR:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this ___ day of ___________, 2025,
by Othoniel Sierra, as Mayor of the City of Englewood, a Colorado home-rule municipality.
WITNESS my hand and official seal.
My commission expires:
Notary Public
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 109 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1
to
Quitclaim Deed
Legal Description of the Property
[To be inserted]
Page 110 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 2
to
Quitclaim Deed
Exceptions
[To be inserted]
Page 111 of 234
Exhibit G to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT G
to Partial Termination and Conveyance Agreement
CityCenter Core Area Covenants
SEE ATTACHED.
Page 112 of 234
34177063.4
CITYCENTER CORE AREA COVENANTS
Page 113 of 234
34177063.4
TABLE OF CONTENTS
Page
1.General .................................................................................................................................1
1.1 Property and Development Parcels ..........................................................................1
1.2 Purpose .....................................................................................................................1
1.3 Declaration ...............................................................................................................1
2.Covenants, Conditions and Restrictions ..............................................................................1
2.1 Definition of Improvements .....................................................................................1
2.2 Limitations on Use of Development Parcels ...........................................................2
2.3 Maintenance and Operations....................................................................................3
2.4 Duration ...................................................................................................................3
2.5 Requirements for Declarant’s Acceptance...............................................................3
2.6 Force Majeure ..........................................................................................................4
2.7 Obtaining Governmental Approval..........................................................................4
2.8 Compliance with Laws; Environmental Hazard ......................................................4
3.Default and Enforcement .....................................................................................................4
3.1 Default by Developer ...............................................................................................4
3.2 Remedies ..................................................................................................................5
3.3 Inspection by Declarant ...........................................................................................5
4.General .................................................................................................................................5
4.1 No Implied Waiver ..................................................................................................5
4.2 Notices .....................................................................................................................5
4.3 No Oral Amendment or Modifications ....................................................................6
4.4 Severability ..............................................................................................................7
4.5 Binding Effect ..........................................................................................................7
Page 114 of 234
34177063.4
2
4.6 Successors and Assigns of Declarant .......................................................................7
4.7 Captions for Convenience ........................................................................................7
4.8 Applicable Law ........................................................................................................7
4.9 Exhibits Incorporated ...............................................................................................7
4.10 Time of Essence .......................................................................................................7
4.11 Cost of Legal Proceedings .......................................................................................7
4.12 Number and Gender .................................................................................................7
4.13 No Third-Party Beneficiaries ...................................................................................7
4.14 Counterparts .............................................................................................................8
Page 115 of 234
34177063.4
CITYCENTER CORE AREA COVENANTS
These CityCenter Core Area Covenants (the “Covenants”) are made as of this _____ day
of ____________, 2025 (the “Effective Date”), by the City of Englewood, a Colorado home-rule
municipality (the “City” or “Declarant”), and New Englewood, LLC, a Colorado limited liability
company, whose address is ___________________ (“Developer” or “Owner”). Declarant and
Developer are also referred to herein collectively as the “Parties” and individually as a “Party.”
1.General.
1.1 Property and Development Parcels. Declarant is the owner of certain
parcels of land located in the City of Englewood, Colorado, including Parcel B.3, Parcel C.1,
Parcel C.2, Block D, and Tract H, each of which are more particularly described on Attachment
1 attached hereto and incorporated herein (collectively, the “Development Parcels”). The
Development Parcels are part of a mixed-use project that is referred to as the “CityCenter Core
Area,” and which may also be referred to herein as the “Development.” As a condition to that
certain Partial Termination of Ground Lease and Conveyance of Property Agreement between
Declarant and Developer, dated ______________, 20__, the City has required Developer execute
these Covenants and record them against the Development Parcels.
1.2 Purpose. Declarant intends for the CityCenter Core Area to be redeveloped,
maintained, and operated as a first-class, mixed-use, transit-oriented redevelopment. These
Covenants are being executed in furtherance of a common and general plan for the CityCenter
Core Area, which will be beneficial to Declarant, Developer, and the overall economic viability of
the Development by enhancing the quality, desirability, and value of the Development Parcels.
The Covenants are made for the benefit of Declarant, its successors and assigns, and are intended
to impose a burden on Developer, its successors and assigns, and on the Development Parcels.
1.3 Declaration. Declarant hereby declares that the Development Parcels are
made subject to the Covenants. The Development Parcels shall be owned, operated, held,
transferred, conveyed, sold, leased, rented, hypothecated, encumbered, used, occupied,
maintained, altered, and improved subject to the covenants, conditions, restrictions, and other
provisions set forth herein, for the term hereof, all of which are declared to be part of, pursuant to,
and in furtherance of a common and general plan of development, improvement, enhancement,
and protection of the Development. The provisions of the Covenants are intended to, and shall,
run with the land, and shall inure to the benefit of Declarant, its successors and assigns.
2.Covenants, Conditions and Restrictions.
2.1 Definition of Improvements. As used herein, “Improvement” shall mean
any and all structures and appurtenances of every type or kind, including, but not limited to,
buildings, outbuildings, swimming pools, patio covers, awnings, painting of any exterior surfaces
of any visible structure, additions, walkways, bicycle trails, sprinkler pipes, garages, carports,
roads, driveways, parking areas, fences, screening walls, retaining walls, stairs, decks, fixtures,
Page 116 of 234
34177063.4
2
landscaping, hedges, windbreaks, plantings, planted trees and shrubs, poles, signs, exterior tanks,
solar equipment, exterior air conditioning, and water softener fixtures.
2.2 Limitations on Use of Development Parcels. Notwithstanding the uses
permitted under the zoning, the Development is limited in the following ways:Developer shall
develop, maintain, and operate the Development Parcels as an integral part of the first-class,
mixed-use, transit-oriented development.
2.2.2 The Development Parcels shall be developed, maintained, and
operated solely for the Permitted Uses. “Permitted Uses” as used herein shall mean: (a) any
Improvement on the Development Parcels related to the first-class, mixed-use, transit-oriented
development; (b) streets, roads, and landscaped areas in or adjacent thereto; (c) signage; (d)
utilities; (e)temporary contractor storage yards; (d) off-street parking; and (e) other proposed uses
that are consistent with Declarant’s overall redevelopment goals for the Development and the
Development Parcels.
2.2.3 The Development Parcels shall not be used for any purpose which
is prohibited by any existing covenants recorded prior to the execution of these Covenants unless
and until the same shall be amended by the Parties and shall furthermore not be used for any of
the uses enumerated below (collectively, the “Prohibited Uses”):
(a)Any use that emits an obnoxious odor, noise, or sound that
can be heard or smelled at significant levels outside of any building at a level that would
interfere with the health, safety, or welfare of members of the general public; provided,
however, that noises, odors, or sounds commonly found in, or emanating from, restaurants
shall not be deemed to violate this provision;
(b)An operation primarily used as a storage warehouse
operation, which restriction shall not apply to a retail operation which has an accompanying
warehouse for its inventory;
(c)Any fire sale, bankruptcy sale (unless pursuant to a court
order), or auction house operation;
(d)Any central laundry, dry cleaning plant, or laundromat;
provided, however, this prohibition shall not be applicable to nominal supportive facilities
for on-site service oriented to pickup and delivery;
(e)Any automobile, truck, trailer, or recreational vehicle sales,
leasing, display, or body shop repair operation; provided that the foregoing shall not
prohibit a retail vehicle dealership that does not service or repair vehicles on-site, such as
a Tesla, Carvana, or a similar-type dealership;
(f)Any mortuary or funeral home;
(g)Any establishment selling or exhibiting pornographic
materials (but bookstores that do not display pornographic magazines, videos, or DVDs
are permitted), or which sells drug-related paraphernalia or marijuana or marijuana-related
Page 117 of 234
34177063.4
3
products (including medical marijuana-related products) or which exhibits either live or by
other means to any degree, nude or partially clothed dancers or wait staff and/or any
massage parlors or similar establishments;
(h)Any flea market, car wash, night club, or dance hall;
provided that music or dancing as an ancillary use to a full-service restaurant shall not be
deemed a violation of the foregoing;
(i)Any gambling facility or operation, including, but not
limited to: off-track or sports betting parlor; table games such as blackjack or poker; slot
machines, video poker/blackjack/keno machines or similar devices; or bingo hall;
provided, however, that lottery sales and on-line gaming by patrons shall be permitted;
(j)Any pawn shops, tattoo parlors, or plasma sales;
(k)Any business selling, guns, rifles, pistols, or other firearms
or ammunition;
(l)Any business or operations for the drilling, operation,
maintenance, repair, or replacement of any well for the extraction of any water, oil, gas, or
other liquid or gaseous substances;
(m)Any liquor store; provided that (i) the foregoing shall not
preclude establishments that serve wine, beer, or liquor for primarily on-site consumption
and (ii) the City Manager or their designee may, on a case-by-case basis, approve a liquor
store if it deems the operation and the operator to be of good character and consistent with
the stated goals and outcomes for the CityCenter Core Area; and
(n)Any natural medicine business as that term is defined under
state law in C.R.S § 44-50-101 through 44-50-904 and existing local laws in effect at the
time the Covenants are executed; provided that the foregoing shall not preclude other
vitamin stores such as GNC, Vitamin Cottage, or other licensed pharmacies.
2.3 Maintenance and Operations. Upon completion of any Improvements
located on the Development Parcels, the Improvements shall be maintained consistent with a first-
class, mixed-use, transit-oriented development, and further maintained in compliance with the
Covenants, and that certain Common Area Maintenance Agreement dated and recorded on
November 24, 1999 at Reception Number A9186624 in the records of the Arapahoe County Clerk
and Recorder, as amended from time to time.
2.4 Duration. The Covenants are intended to and shall run with the land in
perpetuity and shall inure to the benefit of Declarant, its successors and assigns.
2.5 Requirements for Declarant’s Acceptance. Developer shall not install or
construct, or cause to be installed or constructed, any Improvement on the Development Parcels
or make any additions to any Improvements, except in accordance with plans for such
Improvements (“Plans”) submitted to and approved through the City’s standard entitlements
processes.
Page 118 of 234
34177063.4
4
2.6 Force Majeure. In the event that Developer is unable to comply with the
Covenants due to causes beyond the reasonable control of Developer, Developer shall have a
reasonable period of time to come into compliance. Force majeure causes include, but are not
limited to, acts of God, strikes, work stoppages, unavailability of or delay in receiving labor or
materials, defaults by contractors or subcontractors of a special district or utility company, weather
conditions, fire or other casualty, pandemics, public health crises, quarantine, and/or other disease
control measures.
2.7 Obtaining Governmental Approval. Developer shall obtain, prior to
commencement of construction of any Improvements, all permits, licenses, certificates, consents,
and any other approvals necessary or required pursuant to any law, ordinance, resolution, order,
rule, or regulation of the governmental authority (a “Governmental Approval”) in order for
Developer to construct, operate, and maintain the Improvements to be constructed on the
Development Parcels.
2.8 Compliance with Laws; Environmental Hazard. In developing, operating,
and maintaining any portion of the Development Parcels, Developer shall comply with all
applicable laws, ordinances, rules, and regulations of the governmental authority, including,
without limitation, the subdivision laws of the State of Colorado, the subdivision regulations of
the City, the subdivider registration laws of the State of Colorado, the Real Estate Broker and
Salesman laws of the State of Colorado, the Federal Interstate Land Sales Full Disclosure Act,
applicable Environmental Laws, ordinances, rules and regulations, and applicable laws,
ordinances, rules and regulations relating to stormwater runoff, sediment or erosion control, or any
other water or sediment discharge relating to the Development Parcels. “Environmental Laws” as
used herein shall mean any applicable local, state and federal environmental rules, regulations,
statutes, cleanup criteria, laws, and orders, as amended from time to time, including, but not limited
to, all such rules, regulations, statutes, laws, and orders regarding the storage, use, cleanup, and
disposal of Hazardous Materials and regarding releases or threatened releases of Hazardous
Materials to the environment. “Hazardous Materials” as used herein shall mean, collectively, any
chemical, material, substance or waste which is or hereafter becomes defined or included in the
definitions of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely
hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,”
“pollutant,” or “contaminant,” or words of similar import, under any Environmental Law, and any
other chemical, material, substance, or waste, exposure to, disposal of, or the release of which is
now or hereafter prohibited, limited or regulated by any governmental or regulatory authority or
otherwise poses an unacceptable risk to human health or the environment and underground storage
tanks.
3.Default and Enforcement.
3.1 Default by Developer. A “Default by Developer” hereunder shall occur if
Developer breaches or fails to comply with any of the terms contained herein applicable to
Developer, and (a) such breach or failure to comply shall continue for a period of thirty (30) days
after notice thereof by Declarant to Developer, or, (b) if such breach or failure to comply cannot
be cured within such 30-day period, if Developer shall not in good faith commence to cure such
breach or failure to comply within said 30-day period or shall not diligently proceed therewith to
completion.
Page 119 of 234
34177063.4
5
3.2 Remedies. In the event of a Default by Developer, in addition to any rights
that it may have hereunder, Declarant shall have the right to prosecute a proceeding at law or in
equity against any person who has violated or is attempting to violate any of the provisions
contained herein to (a) enjoin or prevent such person from doing so, (b) cause said violation to be
remedied, (c) recover damages for said violation, (d) withhold any permits, or (e) obtain any or all
of the foregoing. The results of every action or omission whereby any of the terms of the
Covenants are violated in whole or in part is hereby declared to be and to constitute a nuisance,
and every remedy allowed at law or in equity against a landowner for public or private nuisance
shall be applicable.
3.3 Inspection by Declarant. Upon reasonable prior notice to Developer of the
time and date of a proposed inspection and of the identities of the inspecting parties, Declarant
may, from time to time, at any reasonable hour, enter upon and inspect the Development Parcels
(other than the interior of any buildings located on the Development Parcels) to ascertain
compliance by Developer with the terms and conditions contained herein.
4.General.
4.1 No Implied Waiver. No failure by Declarant to insist upon the strict
performance of any of the terms contained herein, no failure by Declarant to exercise any right or
remedy contained herein, and no acceptance of full or partial payment during the continuance of
any Default by Developer, shall constitute a waiver of any obligation, restriction, right, or remedy
hereunder.
4.2 Notices. All notices required or permitted hereunder shall be in writing and
shall be delivered in person or by e-mail, by overnight courier, or by registered or certified mail,
postage prepaid, return receipt requested, to such Party at its address shown below, or to any other
place designated in writing by such Party:
To Declarant: Daniel Poremba
Chief Redevelopment Officer
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
(720) 480-2139
dporemba@englewoodco.gov
With a copy to: Brad Power
Director of Community Development
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
(303) 762-2342
bpower@englewoodco.gov
And a copy to: Tamara Niles, Esq.
City Attorney
Page 120 of 234
34177063.4
6
City Attorney Department
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
tniles@englewoodco.gov
And a copy to: Kirsten Crawford, Esq.
Kaplan Kirsch LLP
1675 Broadway, Suite 2300
Denver, CO 80202
(303) 825-7000
kcrawford@kaplankirsch.com
To Developer: New Englewood, LLC
c/o DPC Development Company
Chris King and Justin Lutgen
5675 DTC Blvd, Suite 275
Greenwood Village, CO 80111
(303) 796-8288
cking@dpccompanies.com
jlutgen@dpccompanies.com
With a copy to: New Englewood, LLC
c/o Ogilvie Partners, LLC
Stuart Ogilvie and Dustin Jones
2601 Blake Street, Suite 200
Denver, CO 80205
(303) 550-8500
stu@ogprops.com
dustin@ogprops.com
And a copy to: Brownstein Hyatt Farber Schreck LLP
Attn: Bruce A. James
675 15th Street, Suite 2900
Denver, CO 80202
(303) 223-1100
bjames@bhfs.com
4.3 No Oral Amendment or Modifications. No amendments, waivers, or
modifications of the terms and provisions contained herein, and no approvals, consents, or waivers
by Declarant under the terms of the Covenants, shall be valid or binding unless in writing and
executed by the Party to be bound thereby. Any covenant, condition, or restriction contained
herein may be terminated, extended, modified, or amended, as to the whole of the Development
Parcels or any portion thereof, only by the written consent of Declarant and the then-Owner of the
Development Parcels, subject to the Covenants. No such termination, extension, modification, or
Page 121 of 234
34177063.4
7
amendment shall be effective unless and until a proper instrument in writing has been executed
and recorded in the records of the Clerk and Recorder of Arapahoe County.
4.4 Severability. If any provision contained herein shall be held invalid, illegal,
or unenforceable, it shall not affect or impair the validity, legality, or enforceability of any other
provision contained herein, and there shall be substituted for the affected provision a valid and
enforceable provision as similar as possible to the affected provision.
4.5 Binding Effect. The Covenants shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and assigns. The covenants,
conditions, and restrictions contained herein shall be construed as covenants running with the
Development Parcels, and every person who now or hereafter owns or acquires any right, title,
estate, or interest in or to the Development Parcels are and shall be conclusively deemed to have
consented and agreed to every covenant, condition, and restriction contained in the Covenants,
whether or not any reference to the Covenants is contained in the instrument by which such person
acquires an interest in the Development Parcels.
4.6 Successors and Assigns of Declarant. A party shall be deemed a
“successor” or an “assign” of Declarant only if specifically designated in a duly recorded
instrument, as a successor or assign of Declarant under the Covenants. However, a successor to
Declarant by consolidation or merger shall automatically be deemed a successor and assign of
Declarant.
4.7 Captions for Convenience. All headings and captions used herein are for
convenience only and are of no meaning in the interpretation or effect of the Covenants.
4.8 Applicable Law. The Covenants shall be interpreted and enforced
according to the laws of the State of Colorado.
4.9 Exhibits Incorporated. All exhibits/attachments are incorporated herein and
made a part hereof as if fully set forth herein.
4.10 Time of Essence. Time is of the essence with respect to performance
required herein.
4.11 Cost of Legal Proceedings. In the event legal proceedings are commenced
with respect to the Covenants or the Development Parcels, the prevailing Party shall be entitled to
recover, in addition to any of the relief to which it is entitled, its costs and expenses incurred in
connection with such legal proceedings including, without limitation, reasonable attorneys’ fees.
4.12 Number and Gender. When necessary for proper construction hereof, the
singular of any word used herein shall include the plural, the plural shall include the singular, and
the use of any gender shall be applicable to all genders.
4.13 No Third-Party Beneficiaries. None of the terms, conditions, or covenants
contained herein shall be deemed to be for the benefit of any person other than Declarant, its
successors and assigns, and the City, and no other person shall be entitled to rely thereon in any
Page 122 of 234
34177063.4
8
manner, other than the City which is an intended third-party beneficiary and is entitled to enforce
these Covenants.
4.14 Counterparts. These Covenants may be executed by two (2) counterparts,
each of which, when executed, shall be deemed an original and both of which together shall be
deemed one and the same instrument.
[Signature Pages Follow]
Page 123 of 234
34177063.4
Signature Page to
CityCenter Core Area Covenants
IN WITNESS WHEREOF, the Parties have executed these CityCenter Core Area
Covenants as of the Effective Date.
DECLARANT:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this ___ day of ___________, 2025,
by Othoniel Sierra, as Mayor of the City of Englewood, a Colorado home-rule municipality.
WITNESS my hand and official seal.
My commission expires:
Notary Public
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 124 of 234
34177063.4
Signature Page to
CityCenter Core Area Covenants
DEVELOPER / OWNER:
NEW ENGLEWOOD, LLC, a Colorado limited liability company
By:
Name:
Its:
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this ___ day of ___________, 2025,
by _____________________, as _____________________ of New Englewood, LLC, a Colorado
limited liability company.
WITNESS my hand and official seal.
My commission expires:
Notary Public
Page 125 of 234
34177063.4
Attachment 1 to
CityCenter Core Area Covenants
ATTACHMENT 1
to CityCenter Core Area Covenants
Legal Descriptions of the Development Parcels
Parcel B.3
Lot 4, Block 3, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.1
Lot 1, Block 8, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.2
Lot 1, Block 7, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Block D
Lot 2, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado;
AND
Lot 3, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado;
AND
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE
68 WEST OF THE 6TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 4 SOUTH,
RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE NORTHERLY
ALONG THE WEST LINE OF SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT
ON THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON AN ANGLE TO THE
RIGHT OF 90 DEGREES 07 MINUTES 26 SECONDS AND ALONG SAID NORTH LINE A
DISTANCE OF 381.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
Page 126 of 234
34177063.4
Signature Page to
CityCenter Core Area Covenants
ALONG THE AFORESAID COURSE A DISTANCE OF 120.00 FEET; THENCE ON AN
ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF
130.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Tract H
Tract H, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of Colorado.
Page 127 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT H to Partial Termination and Conveyance Agreement
Form of Partial Lease Termination
PARTIAL TERMINATION OF THE GROUND LEASE
This PARTIAL TERMINATION OF THE GROUND LEASE (this “Termination”) is
made and entered into as of ___________________, 2025 (the “Effective Date”), by and between
CITY OF ENGLEWOOD, a Colorado home-rule municipality (the “City”), and NEW
ENGLEWOOD, LLC, a Colorado limited liability company (“Developer”), an affiliate of DPC
Development Company, a Colorado corporation, and Ogilvie Partners, LLC, a Colorado limited
liability company. The City and Developer are also referred to herein collectively as the “Parties”
and individually as a “Party.”
Recitals
A.In connection with the redevelopment of the former Cinderella City Mall, the City,
through the Englewood Environmental Foundation, Inc., a Colorado nonprofit corporation
(“EEF”) as “Landlord”, and Weingarten/Miller Englewood Joint Venture, a Texas joint venture
(“WME”), as “Tenant”, entered into a Ground Lease dated August 4, 2000, as evidenced by that
certain Memorandum of Lease dated and recorded on August 4, 2000 at Reception No. B0096247
in the real property records of Arapahoe County, Colorado (the “Records”), as amended by that
certain Amendment to Memorandum of Lease between EEF and WME, dated June 1, 2007 and
recorded on June 25, 2007 at Reception No. B7080275 in the Records (together, the “Ground
Lease”), with respect to certain real property as legally described therein (the “Property”).
B.For reasons unrelated to redevelopment plans, EEF’s interest as Landlord in and to
the Property was conveyed to the City pursuant to that certain Quitclaim Deed dated as of
September 25, 2023, and recorded on September 29, 2023 at Reception No. E3067360 in the
Records.
C.Pursuant to an Agreement for Sale and Purchase of Property, Developer acquired
the tenant’s interest in the Property under the Ground Lease on December 20, 2024, and the
Englewood City Council approved a resolution entitled “Resolution Authorizing An Assignment
of the August 4, 2000 CityCenter Ground Lease to New Englewood.”
D.In furtherance of the redevelopment of the Property and the City’s Civic Center
Property, the Parties entered into that certain Partial Termination of Ground Lease and Conveyance
of Property Agreement dated _______________, 20__ (the “Agreement”).
E.Pursuant to the Agreement, the Parties desire to partially terminate the Ground
Lease in accordance with the terms and conditions set forth herein.
Page 128 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency, and
validity of which are hereby acknowledged, City and Developer agree as follows:
1.Termination. The Ground Lease as it applies to __________, as legally described
on Attachment 1 attached hereto and incorporated herein (the “Release Parcel(s)”) is hereby
terminated and shall be of no further force and effect. The Ground Lease shall remain in effect as
it relates to any portion of the Property that does not include the Released Parcel(s).
2.Governing Law. This Termination shall be governed by and construed in
accordance with the laws of the State of Colorado.
3.Authority. Each person executing this Termination on behalf of a party to this
Termination hereby represents and warrants that they have the authority to execute this
Termination on behalf of such party.
4.Counterparts. This Termination may be executed in counterparts, and it shall not
be necessary that any one of the counterparts be executed by all of the parties hereto. Each fully
or partially executed counterpart shall be deemed an original, but all such counterparts taken
together shall constitute but one and the same instrument. This Termination may be executed in
multiple copies and delivered by facsimile or email “PDF” transmission, each of which shall be
deemed to be an original for all purposes and delivered as if delivered in person.
[Signature page follows]
Page 129 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
IN WITNESS WHEREOF, the Parties have executed this Termination as of the Effective
Date.
DEVELOPER:
NEW ENGLEWOOD, LLC, a Colorado limited liability company
By:
Name:
Its:
THE CITY:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 130 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1
to
Partial Termination of the Ground Lease
Legal Description(s) of the Released Parcel(s)
[To be inserted]
Page 131 of 234
Schedule 1 to
Partial Termination of Ground Lease and Conveyance of Property Agreement
SCHEDULE 1
to Partial Termination and Conveyance Agreement
Due Diligence Materials
(a)Copies of all service contracts affecting Parcel B.3, Parcel B.4, and Parcel B.5;
(b)Copies of any surveys, plans, specifications, and similar materials with respect to Parcel
B.3, Parcel B.4, and Parcel B.5 which are in New Englewood’s possession;
(c)Copies of all uncured notices of violation with respect to Parcel B.3, Parcel B.4, and Parcel
B.5;
(d)Copies of the latest tax bills for Parcel B.3, Parcel B.4, and Parcel B.5 and any assessment
or reassessment notices;
(e)A summary of (which shall include the declarations page) or copies of all insurance policies
with respect to Parcel B.3, Parcel B.4, and Parcel B.5;
(f)Copies of all inspection reports, engineering reports, environmental assessments, and
assessments of Parcel B.3, Parcel B.4, and Parcel B.5 which are in New Englewood’s
possession;
(g)Copies of any title work, including but not limited to, title reports and title commitments
for Parcel B.3, Parcel B.4, and Parcel B.5 in New Englewood’s possession; and
(h)Copies of any ALTA surveys and Phase I and Phase II to Environmental Site Assessment
reports with respect to Parcel B.3, Parcel B.4, and Parcel B.5 in New Englewood’s
possession.
(i)All of the foregoing information shall be identified as “Confidential Information” not
otherwise disclosable under applicable open record laws and regulations.
Page 132 of 234
Schedule 2 to
Partial Termination of Ground Lease and Conveyance of Property Agreement
SCHEDULE 2
to Partial Termination and Conveyance Agreement
Permitted Exceptions
[To be inserted]
Page 133 of 234
Schedule 3 to
Partial Termination of Ground Lease and Conveyance of Property Agreement
SCHEDULE 3
to Partial Termination and Conveyance Agreement
City of Englewood Community Engagement Process for the CityCenter Core Area
The Parties agree that prior to New Englewood’s submittal of any formal project applications to
the City, New Englewood representatives shall conduct a community engagement process as
mutually agreed to by the Parties. The purpose of the community engagement process will be to
familiarize the Englewood community with the Initial Concept Plans, as updated by New
Englewood, in collaboration with City staff, during the predevelopment phase.
The public engagement process shall initially focus on updates to the parcels depicted on the Initial
Concept Plans, including specific aspects of the vertical improvements planned for Parcel C.2 and
Parcel C.1, and receiving input regarding the potential future redevelopment of the City’s Civic
Center Property. Subject to refinements mutually agreed to by the Parties, the community
engagement process shall include at least the following elements:
a)Two (2) public meetings (each of which will allow for both in-person and online
participation);
b)At least one (1) presentation to the Board of the EDDA;
c)At least one (1) study session presentation to the City Council;
d)Quarterly updates to the City’s “Engage Englewood” webpage and other social
media devoted to CityCenter redevelopment. By way of example and not
limitation, material redevelopment events may include execution of amendments
to existing documents (Master ECR, Residential ECR, RTD Project Agreement),
site plan approval, etc.
Later in the process, after the anticipated Predevelopment Agreement has been executed, New
Englewood representatives will also provide additional public briefings (similar to the above list)
pertaining to the current redevelopment plans for all of the CityCenter Core Area, including the
Ground Lease Property and the Civic Center Property.
Page 134 of 234
Study Session re: CityCenter Ground
Lease Termination Agreement
Presented By: Tim Dodd, Deputy City ManagerKevin Engels, Finance ManagerShawn Lewis, City ManagerTamara Niles, City AttorneyDan Poremba, Chief Redevelopment OfficerBrad Power, Director of Community DevelopmentReal EstateFinance Consultant:Mark Tompkins, Strae Advisory Services
Outside Counsel:Kirsten Crawford, Kaplan Kirsch
Ogilvie Partners: Dustin Jones & Stuart Ogilvie
DPC Companies: Justin Lutgen & Chris King
(Ogilvie Partners and DPC Companies are the
partners in New Englewood LLC, the ground lessee
on the former Weingarten property)
September 8, 2025
Pa
g
e
1
3
5
o
f
2
3
4
CityCenter Ground Lease Background
Following the August 2018 foreclosure of the bond debt on the former Weingarten
property, City Council authorized steps to encourage the combined redevelopment of
the former Weingarten property and the adjacent city property (in red and blue on the
slide 4 site plan)
These steps reflected a good faith commitment by Council for the eventual termination
of the ground lease and expectation that the buyer of the ground lease interest would
also be selected by the City as the Master Developer of both the former Weingarten
property and the adjacent city property.
After many false starts, LNR Partners sold the foreclosed ground lease interest to New
Englewood, LLC a joint venture of Ogilivie Partners and DPC Companies, both of
Denver.
2
Pa
g
e
1
3
6
o
f
2
3
4
CityCenter Ground Lease Termination Background
Following a November 25, 2024, City Council resolution approving the assignment of
the ground lease from LNR to New Englewood, the acquisition of the ground lease
interest closed on December 20, 2024.
Council met with New Englewood representatives on March 3, 2025, and conducted
executive sessions on March 10, April 14, and July 21, 2025.
Council directed New Englewood representatives and City staff, counsel and
consultants to negotiate and draft a ground lease Termination Agreement, which is
ready for Council’s formal review and consideration (if directed, first reading will be on
9/15/25).
3
Pa
g
e
1
3
7
o
f
2
3
4
Ground Lease Termination Agreement – Three Overall Phases
The ground lease Termination Agreement
addresses council’s focus on
redevelopment accountability in a number
of ways.
Before the Termination Agreement is
summarized, the New Englewood team
will re-introduce themselves and briefly
summarize their qualifications.
4
Pa
g
e
1
3
8
o
f
2
3
4
ENGLEWOOD CITYCENTER REDEVELOPMENT
New Englewood, LLC
5
Pa
g
e
1
3
9
o
f
2
3
4
6
New Englewood, LLC is jointly managed between DPC Development Companies and Ogilvie
Partners, LLC. The four principals include Christopher King, Stu Ogilvie, Justin Lutgen, and
Dustin Jones who will be responsible for the redevelopment of Englewood CityCenter.
Stu has been President of OP for the past 30 years while Christopher has been CEO of DPC for
the past 25 years. Our diverse set of skills allows us to work on complex projects from simple
ground up construction to master planning redevelopments with TIF.
Ogilvie’s experience as a developer and owner of real estate
spans all product types; from retail ground-up build to suits to
medical buildouts, and use conversions, we have collectively
been involved in billions of dollars of development and
commercial real estate transactions.
Founded in 1986, DPC Development Companies is a Colorado-
based, privately held firm specializing in the acquisition and
development of commercial real estate. Today, we are actively
engaged in a patient and disciplined search for exiting value-
add properties and development opportunities in growing
markets.
6
Pa
g
e
1
4
0
o
f
2
3
4
7
Former Sports Authority HQ Redevelopment
(Englewood, CO)
Live, Work and Play!
The Sports Authority redevelopment directly adjacent to Englewood City
Center, was purchased by OPI through an LLC in 2017 and encompasses 2
vacant buildings totaling 210,000 square feet on 15 acres. After securing
EarthTreks (now “Movement”) to a long-term lease in a portion of the South
building, we converted the remainder of the space to industrial through a
major renovation, without any leases in place.
Simultaneously, we converted the North building to a self storage facility via
a large renovation. We successfully leased the self storage facility and the
remaining industrial vacancy, stabilizing the asset. This left the project with
approximately 4.5 acres of vacant parking that was no longer necessary and
had a much higher and better use.
Through a lengthy collaborative process with all stakeholders involved and in
working closely with the City of Englewood, Chamber of Commerce, and the
surrounding residential and commercial neighbors, City Council graciously
approved our application to rezone the property to allow for multifamily
while simultaneously approving our site plan for the development. This
allowed of the new development of approximately 300 units which recently
opened to the Englewood Community. This was a perfect mixed use
repurpose for a defunct office building that could have remained vacant for
decades if it wasn’t handled appropriately.
Total Project Value : $175,000,000
7
Pa
g
e
1
4
1
o
f
2
3
4
8
Cherry Creek Corporate
Redevelopment
(Glendale, CO)
DPC worked with the City of Glendale to redevelop a
594,00 SF site that was classified as blighted, to a
strong mixed -used multifamily, retail and office
project.
DPC was able to:
•Re-zone a portion of the site for 350 multi-family
units.
•Build a 1,000-stall parking garage for use for by
both office users and the City’s 4 Mile District.
•Purchase and demolish a fire damaged apartment
building located next to the City Event Center. DPC
cleaned up the site and developed parking to give
to the city in return for bond capacity.
•Exit the asset with three separate sales.
Total Project Value: $200,000,000
Cherry Creek
Corporate
8
Pa
g
e
1
4
2
o
f
2
3
4
Phase 1 – Partial Ground Lease
Termination and Title Transfer
City terminates ground lease
and conveys title on Block D and
Parcel C.2 to New Englewood
(green diagonal lines).
Simultaneously, New Englewood
conveys 24-Hour Fitness building
(Parcel B.4) and plaza retail
(Parcel B.5) to the City (solid
green).
New Englewood also grants a 2-
year purchase option to the City
to purchase the Tokyo Joe’s
building (Parcel B.3) in the
amount of $3.5M (green vertical
lines).
49
Pa
g
e
1
4
3
o
f
2
3
4
Phase 2- Predevelopment
Agreement (“PDA”)
Lease termination on Parcel C.1 (red
diagonal lines) and Tokyo Joe’s (red
vertical lines) is contingent on
redevelopment breaking ground on
Parcel C.2 (Phase 1).
City purchase option on Tokyo Joe’s
(Parcel B.3) terminates once
development starts on Parcel C.2.
New Englewood commits to
perform predevelopment tasks on
Block C and Block B, including:
o Community engagement,
o Concept Plan updates to reflect
public input, market analysis,
etc.,
o A commitment to spend
$300,000 on these tasks over 2
years.
510
Pa
g
e
1
4
4
o
f
2
3
4
Phase 3 - Master Development
Agreement (“MDA”)
Subject to New Englewood’s
performance of the Predevelopment
Agreement, the parties may enter
into a Master Development
Agreement also governing the
City’s Block B property west of Inca
(blue diagonal lines).
If redevelopment commences on
Block C.2, the City’s option to
purchase Tokyo Joe’s terminates
(B.3; blue vertical lines) and New
Englewood intends to include
Tokyo Joe’s in future Block B
redevelopment efforts.
11
Pa
g
e
1
4
5
o
f
2
3
4
All Phases
Green = Phase One
Red = Phase Two
Blue = Phase Three
If New Englewood does not
commence redevelopment on
Parcel C.2, the ground lease is not
terminated on Parcels C.1 and B.3
(phase two) and a Master
Development Agreement is not
formulated on Block B (blue
diagonal lines).
The City would have a two-year
option to purchase Parcel B.3 for
$3.5 million (blue vertical lines).
The option terminates once
redevelopment commences on C.2.
12
Pa
g
e
1
4
6
o
f
2
3
4
Background - Revised Concept Plan #1 13
Concept Plan #1 assumes that the Civic Center building is demolished and the 24-Hour
Fitness building is repurposed as the new Civic Center (or other locations are pursued)
Illustrative Development Plan
Residential
Units
Hotel
Units
Retail/
Office SF
B1 125
B3 200
C1 344
C2 358 24,000
B2 170
B4**42,000
B5 20,000
Total 1,027 170 86,000
Open Space = 3.44 ac.
Total Parking = 2020 stalls
**24hr Fitness building repurposed as
Civic Center
Concept Plan #1
and #2 (next slide)
were the result of a
2023 joint planning
study between City
Council, the EDDA
Board and
representatives of
LNR Partners.
These plans will
now be the basis of
the starting “Master
Plan” to be further
modified by New
Englewood and the
City of Englewood.Pa
g
e
1
4
7
o
f
2
3
4
Background - Revised Concept Plan #2 14
Concept Plan #2 assumes current Civic Center building remains
Illustrative Development Plan
Residential
Units
Hotel
Units
Retail/
Office SF
B1 60
B3 200
B4 125
C1 344
C2 359 24,000
B2 100
B5**142,000
B6 20,000
Total 1,088 100 186,000
Open Space = 2.55 ac.
Total Parking = 2000 stalls
**Existing Civic Center Bldg
Pa
g
e
1
4
8
o
f
2
3
4
Ground Lease Termination – Major Issues Resolved
The three major issues on which New Englewood recently agreed, following city council
direction.
1.New Englewood agreed to apply the covenants to Block D.
2.New Englewood agreed to the covenants being in place permanently on all of the
ground leased property as proposed by the City
Making the covenants permanent and also applying them to Block D will provide
some long-term protection for the City once the ground lease is terminated.
3.New Englewood agreed to keep liquor stores as a prohibited use, as requested by the
City, but allow approval by the City Manager or their designee for specific store
concepts and operators.
15
Pa
g
e
1
4
9
o
f
2
3
4
Ground Lease Termination – Value Analysis
Council requested a third-party appraiser to confirm the value analysis
previously provided by Strae Advisory Services
THK Associates independently confirmed the 2025 market values determined
by the Arapahoe County Assessor are reasonable by reviewing comparable
specific and similar properties and transactions.
The value analysis confirms that the value to be received by the City for
terminating the ground lease exceeds the value given up by the City in
terminating the lease and transferring title to New Englewood.
The 2022 economic impact study by ArLand Land Use Economics,
redevelopment indicated that redevelopment will likely add millions of dollars
in additional fiscal and economic value for the City.
16
Pa
g
e
1
5
0
o
f
2
3
4
Ground Lease Termination – Values Analysis – cont.17
Value Received by the City of Englewood Value Given by the City of Englewood
Pa
g
e
1
5
1
o
f
2
3
4
Council Questions and Discussion 18
Pa
g
e
1
5
2
o
f
2
3
4
COUNCIL COMMUNICATION
TO: Mayor and Council
FROM: Brad Power, Dan Poremba
DEPARTMENT: Community Development
DATE: September 22, 2025
SUBJECT:
CB-52 for an Ordinance Authorizing Execution of the Phased
Ground Lease Termination on the former Weingarten property in
Englewood CityCenter, and the Phased Transfer of Title to New
Englewood, LLC
DESCRIPTION:
Approve a bill for an ordinance authorizing the Partial Termination of Ground Lease and
Conveyance of Property Agreement (Termination Agreement) with New Englewood, LLC (New
Englewood) on the former Weingarten property in Englewood CityCenter.
RECOMMENDATION:
Staff recommends that city council approve a bill for an ordinance for the Termination
Agreement authorizing the phased termination of the remaining 50-year ground lease term on
the former Weingarten property and phased transfer of the property title to the ground lease
lessee, New Englewood (property highlighted in red on the attached CityCenter site plan). In
consideration for the ground lease termination and title transfer, the city will receive from New
Englewood immediate ownership of the former 24- Hour Fitness building (approximately
42,000 square feet), the plaza retail condominium interest in the western ArtWalk apartment
building (approximately 18,000 square feet) and an option to purchase the Tokyo Joe’s
property for $3.5 million.
PREVIOUS COUNCIL ACTION:
June 1, 2020: Council approved a Preliminary Development Agreement (PDA) with SKB
(aka Scanlan Kemper Bard) as the preferred master developer for the city property.
April 12, 2021: First Amendment approved to extend the PDA, due in large part to
impacts associated with the Covid pandemic.
October 12, 2020: Authorized staff to negotiate the terms of a Framework Agreement
between the city/EEF and LNR Partners, the special servicer selected by the foreclosing
bondholders, which was anticipated to communicate council’s good faith commitment to
terminate the ground lease, to SKB or other potential master developer buyers selected
by LNR.
September 7, 2021: Approved the city-sponsored rezoning of the CityCenter PUD
zoning to MU-B-1 (the downtown mixed-use zoning category).
February 11, 2023: Conducted a Joint Planning Session with the Englewood Downtown
Development Authority (EDDA) Board and LNR representatives to formulate two refined
Page 153 of 234
redevelopment concept plans which became the basis of LNR’s subsequent marketing
efforts and are now incorporated in the Termination Agreement, Exhibit E.
November 25, 2024: Approved a resolution authorizing the city’s consent to the transfer
of the ground lease lessee’s interest from LNR Partners, to New Englewood.
2024 and 2025: Participated in various meetings with New Englewood representatives
and directed city staff and consultants on matters pertaining to the negotiation and
drafting of the Termination Agreement.
o January 16, 2024: Executive Session
o September 3, 2024: Executive Session
o November 18, 2024: Executive Session
o November 25, 2024: Regular Session
o March 3, 2025: Study Session
o March 10, 2025: Executive Session
o April 14, 2025: Executive Session
o July 21, 2025: Executive Session
o September 8, 2025: Study Session
SUMMARY:
The redevelopment of the former Cinderella City Mall was facilitated by the Englewood
Environmental Foundation (EEF) through a 75-year ground lease, dated August 4, 2000,
covering the central retail and mixed-use portions of the CityCenter property. The lease was
entirely pre-paid at the time of its execution. Weingarten Miller Englewood Joint Venture
developed the property (former Weingarten property). Council approved related development or
sale agreements with RTD, Trammel Crow, Walmart and others. Council dissolved EEF in 2023
and EEF’s interest in the subject ground lease and underlying property ownership were
conveyed to the City of Englewood on September 23, 2023.
The ground lease on former Weingarten property portion of CityCenter was foreclosed on in
August of 2018 by the bond holders who had provided debt financing to Weingarten Realty, a
successor of the initial retail developer and ground lease lessee. Through December of 2024,
the bond holders were represented by LNR Partners, a special servicer charged with disposing
of the ground lease interest, and the bond holders’ trustee, Bank of America.
Following a 2024 national marketing effort, LNR selected New Englewood to acquire the
foreclosed ground lease interest. The closing of the ground lease sale to New Englewood took
place on December 20, 2024, following council’s November 25, 2025 consent to assignment of
the ground lease from LNR to New Englewood. City staff and council conducted negotiations
with New Englewood in 2025 regarding the development of an agreement to terminate the
ground lease and facilitate redevelopment. The staff presentation from the September 8, 2025
study session is attached for possible reference during council consideration of the ordinance
and Termination Agreement, and to ensure public access to the information.
ANALYSIS:
New Englewood provides the City of Englewood with a well-qualified local redevelopment team,
which includes significant redevelopment experience, including redevelopment of the former
Sports Authority property south of CityCenter. New Englewood’s background is summarized in
the attached staff presentation from the September 8, 2025 study session.
Page 154 of 234
Through discussions with New Englewood representatives about the potential termination of the
ground lease, before and after their purchase of the ground lease interest, council established
the following expectations: (a) New Englewood would demonstrate a meaningful commitment to
redevelopment, (b) financial assurance for breaking ground on redevelopment, and (c)
protection of the city’s related interests as previously provided by the ground lease, following
lease termination.
New Englewood agreed to address city council’s concerns as described below and depicted in
the attached presentation site plans. Block D is currently occupied by Ross, Petco, Noodles and
Company, Jersey Mike’s and Einstein Bagels, Parcel C.1 is currently occupied by Harbor
Freight and the former Office Depot building, Parcel C.2 is the two-story retail/office space on
the south side of Englewood Parkway, Parcel B.3 is referred to as the Tokyo Joes’ building on
the Civic Center Parcel (Block B), Parcel B.4 is the former 24-Hour Fitness building on Block B,
and Parcel B.5 is the retail condo space on the first floor of the western ArtWalk Apartments
building (adjacent to the public fountain and plaza areas).
Elements of the lease termination and title transfer agreement include:
1. The ground lease termination and title transfer are separated into two phases so that the
second phase termination (on Parcels C.1 and B.3) is contingent on New Englewood, or
a vertical developer approved by the city, first breaking ground on a redevelopment
project located in the initial phase redevelopment site (Parcel C.2).
2. New Englewood, will not enter into new leases for longer than two years (without
including early termination rights).
3. To address council concerns about New Englewood potentially “flipping” the initial
development parcel for a quick profit, New Englewood is prohibited from selling that
parcel (C.2) for two years unless it is to a buyer with a City-approved site plan.
4. New Englewood agrees to spend at least $300,000 on redevelopment planning
expenses during the two years following the initial ground lease termination closing date,
to address the overall redevelopment planning of the former Weingarten property as well
as the city’s adjacent Civic Center property (Block B).
5. The Termination Agreement commits New Englewood to conduct a new public outreach
and engagement process with a strong focus on public communications.
6. The Termination Agreement commits the city and New Englewood to negotiate, at
minimum, one additional agreement to address the second phase ground lease
termination. This “Predevelopment Agreement” will provide for additional New
Englewood performance accountability and the opportunity to collaborate closely on
planning and design for CityCenter redevelopment. The Predevelopment Agreement will
also be subject to city council approval.
7. A potential Master Development Agreement will be subject to the city’s determination
that New Englewood satisfied its commercially reasonable performance obligations
associated with the Predevelopment Agreement. The Master Development Agreement
would include redevelopment activities and obligations of New Englewood for the overall
Page 155 of 234
redevelopment of the CityCenter core area, including the Civic Center Block B. It would
be subject to city council approval.
8. To protect the city’s longer-term interests pertaining to the ground leased property,
following termination of the ground lease, New Englewood will subject all of the
previously ground leased property to permanent covenants that would provide for
various protections, including prohibitions on various uses (Exhibit G to the Termination
Agreement).
As consideration for terminating the ground lease and transferring fee simple title to New
Englewood, the city will receive free and clear ownership of the former 24-Hour Fitness building
(Parcel B.4) and the plaza retail space (Parcel B.5), as well as a 2-year option to purchase the
Tokyo Joe’s building (Parcel B.3). These properties would consolidate the city’s ownership of
the Civic Center parcel west of Inca and significantly enhance its redevelopment potential and
value to the city. This outcome will occur irrespective of whether the city and New Englewood
enter into a Master Development Agreement to address redevelopment of the Civic Center
property.
City council requested a third-party value analysis to verify the initial analysis performed by the
city’s real estate and finance consultant, Strae Advisory Services, to ensure that the value of the
property received by the city from terminating the ground lease exceeds the value of property
conveyed by the city. THK Associates was selected based on their timeliness, availability, cost,
and experience providing expert valuation testimony in complex cases.
The THK analysis confirms that the value to be received by the city for terminating the ground
lease exceeds the value of terminating the ground lease. The THK analysis is summarized in
the attached staff presentation from the September 8, 2025 council study session.
COUNCIL ACTION REQUESTED:
Staff recommends that city council approve a bill for an ordinance authorizing the Partial
Termination of Ground Lease and Conveyance of Property Agreement with New Englewood,
LLC.
FINANCIAL IMPLICATIONS:
The Termination Agreement is expected to facilitate the redevelopment and revitalization of the
former Weingarten property in two initial phases on Bock C, both of which are expected to be
multi-family apartment projects that would bring 600-700 new units and at least 1,000 new
residents. These new residents would support the ongoing revitalization of the CityCenter core
area, and commercial activities in the wider downtown area.
These projects would likely also attract a number of new small retailers, service providers and
possible restaurants. The new projects, retailers, employers and residents would have
significant positive fiscal and economic impacts for the city.
If New Englewood performs its obligations under the anticipated Predevelopment Agreement to
a commercially reasonable level, a potential third phase of redevelopment could add the city’s
Civic Center property (Block B) to the overall redevelopment. In addition to the general
revitalization impacts, this redevelopment and revitalization is expected to result in significant
economic and fiscal benefit for the city.
Page 156 of 234
CONNECTION TO STRATEGIC PLAN:
The strategic plan includes the following goals and city council approval of the requested action
will contribute to the ultimate fulfillment of these goals:
Local Economy
Redevelop and densify CityCenter
Ensure commercial areas, like neighborhoods, have unique character and pedestrian
amenities for employees and visitors
Transportation
Increase ridership on RTD transit options in Englewood
Ensure an outstanding pedestrian experience along and near Englewood shuttle stops
and route
OUTREACH/COMMUNICATIONS:
Public outreach is not typically included in real estate negotiations. New Englewood has agreed,
per Section 3 of the Termination Agreement, to execute a robust public outreach and
communications strategy, to take place following the initial phase termination of the ground
lease.
ATTACHMENTS:
1. CB #
2. CityCenter Site Plan (former Weingarten ground leased property in red and adjacent city
property in blue)
3. Partial Termination of Ground Lease and Conveyance of Property Agreement with New
Englewood, LLC
4. Presentation from the September 8, 2025 council study session
Page 157 of 234
ORDINANCE NO. ____ COUNCIL BILL NO. 52
SERIES OF 2025 INTRODUCED BY COUNCIL
MEMBER
A BILL FOR
AN ORDINANCE AUTHORIZING EXECUTION OF AN AGREEMENT
REGARDING ENGLEWOOD CITYCENTER PROPERTY, PROVIDING FOR A
PHASED LEASE TERMINATION AND PHASED TRANSFER OF TITLE
AUTHORIZING THE TRANSFER OF TITLE TO SOME PARCELS AND THE
ACCEPTANCE OF TITLE TO OTHER PARCELS.
WHEREAS, the redevelopment of the former Cinderella City Mall was facilitated by the
Englewood Environmental Foundation (EEF) through a 75-year ground lease of City-
owned property, dated August 4, 2000, covering the central retail and mixed-use portions
of the CityCenter property (hereafter “the ground lease”); and
WHEREAS, the ground lease was acquired by New Englewood, LLC and City Council
consented to its assignment on November 25, 2024; and
WHEREAS, the City of Englewood and New Englewood, LLC desire to redevelop the
CityCenter Core Area, which includes both the City’s Civic Center property, and the City-
owned property subject to the ground lease, as a first-class mixed-use, transit-oriented
development; and
WHEREAS, the City and New Englewood have negotiated terms whereby the ground
lease would be terminated through a phased approach, the City would relinquish ownership
rights to some parcels in exchange for ownership of other parcels; and
WHEREAS, the City also negotiated to receive a first right of refusal on additional
property, to insert restrictions on allowed uses of redeveloped areas, and to negotiate future
agreements to guide the redevelopment, to protect City finances and to ensure the needs of
Englewood and its citizens are met; and
WHEREAS, in so doing, the parties have agreed to terms in which the City will receive
assets valued significantly higher than the assets it will transfer to New Englewood, LLC;
and
WHEREAS, City Council desires to authorize the execution of an agreement
memorializing the terms whereby the ground lease is terminated and title to parcels are
transferred in a phased approach.
NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO, AS FOLLOWS:
Section 1. Contract Authorization. The City Council of the City of Englewood,
Colorado hereby authorizes the execution of the Partial Termination of Ground Lease and
Page 158 of 234
Conveyance of Property Agreement with New Englewood, LLC, in substantially the
same form as attached hereto and incorporated herein by this reference (hereafter “the
Agreement”). Except for future documents and actions specifically requiring City
Council approval under the Agreement, the Mayor, Mayor Pro Tem in the Mayor’s
absence, and City staff are authorized and directed to execute all documents and take all
actions authorized and/or mandated by the Agreement without further authorization or
direction from the City, including but not limited to:
A. Accepting title to Parcel B.5, described as:
Commercial Unit, City Center Condominium according to the Map
thereof, recorded on November 27, 2002, at Reception Number
B2225885, in the office of the Clerk and Recorder of the County of
Arapahoe, Colorado, as defined and described in the Declaration of
Covenants, Conditions and Restrictions for the CityCenter Condominium
recorded on November 27, 2002, at Reception Number B2225884, in said
records.
County: Arapahoe
Parcel Number: 1971-33-4-06-002
Also known as 901 Englewood Parkway, Englewood, Colorado
B. Executing a partial lease termination with respect to Parcel B.4, and
accepting title to Parcel B.4, described as:
Lot 1, Block 4, Englewood CityCenter Subdivision, Filing No. 1, County
of Arapahoe, State of Colorado.
C. Executing a partial lease termination with respect to Parcel C.2 and such
portions of Block D as encumbered by the Ground Lease and executing a
Quitclaim Deed to convey to New Englewood, LLC the City’s right, title, and
interest to the land and any improvements in and on Parcel C.2 and the entirety of
Block D, described as:
Parcel C.2:
Lot 1, Block 7, Englewood CityCenter Subdivision, Filing No. 1, County
of Arapahoe, State of Colorado.
Block D (portions encumbered by the Ground Lease):
Lot 2, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County
of Arapahoe, State of Colorado:
AND
Page 159 of 234
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34,
TOWNSHIP 4 SOUTH, RANGE 68 WEST OF THE 6TH PRINCIPAL
MERIDIAN, MORE PARTICULARLY DESCRIBED AS FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34,
TOWNSHIP 4 SOUTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL
MERIDIAN; THENCE NORTHERLY ALONG THE WEST LINE OF
SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT ON
THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON
AN ANGLE TO THE RIGHT OF 90 DEGREES 07 MINUTES 26
SECONDS AND ALONG SAID NORTH LINE A DISTANCE OF
381.00 FEET TO THE POINT OF BEGINNING; THENCE
CONTINUING ALONG THE AFORSAID COURSE A DISTANCE OF
120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00
FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00
MINUTES 00 SECONDS A DISTANCE OF 120.00 FEET; THENCE
ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Block D (portion unencumbered by the Ground Lease):
Lot 3, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County
of Arapahoe, State of Colorado.
Section 2. General Provisions. The following general provisions and findings are
applicable to the interpretation and application of this Ordinance:
A. Severability. If any clause, sentence, paragraph, or part of this Ordinance
or the application thereof to any person or circumstances shall for any reason be adjudged
by a court of competent jurisdiction invalid, such judgment shall not affect, impair or
invalidate the remainder of this Ordinance or its application to other persons or
circumstances.
B. Inconsistent Ordinances. All other Ordinances or portions thereof
inconsistent or conflicting with this Ordinance or any portion hereof are hereby repealed
to the extent of such inconsistency or conflict.
C. Effect of repeal or modification. The repeal or modification of any
provision of the Code of the City of Englewood by this Ordinance shall not release,
extinguish, alter, modify, or change in whole or in part any penalty, forfeiture, or liability,
either civil or criminal, which shall have been incurred under such provision, and each
provision shall be treated and held as still remaining in force for the purposes of
sustaining any and all proper actions, suits, proceedings, and prosecutions for the
enforcement of the penalty, forfeiture, or liability, as well as for the purpose of sustaining
any judgment, decree, or order which can or may be rendered, entered, or made in such
actions, suits, proceedings, or prosecutions.
Page 160 of 234
D. Safety Clauses. The City Council hereby finds, determines, and declares
that this Ordinance is promulgated under the general police power of the City of
Englewood, that it is promulgated for the health, safety, and welfare of the public, and
that this Ordinance is necessary for the preservation of health and safety and for the
protection of public convenience and welfare. The City Council further determines that
the Ordinance bears a rational relation to the proper legislative object sought to be
obtained. This Safety Clause is not intended to affect a Citizen right to challenge this
Ordinance through referendum pursuant to City of Englewood Charter 47.
E. Publication. Publication of this Ordinance may be by reference or in full
in the City’s official newspaper, the City’s official website, or both. Publication shall be
effective upon the first publication by either authorized method. Manuals, Municipal
Code, contracts, and other documents approved by reference in any Council Bill may be
published by reference or in full on the City’s official website; such documents shall be
available at the City Clerk’s office and in the City Council meeting agenda packet when
the legislation was adopted.
F. Actions Authorized to Effectuate this Ordinance. The Mayor is hereby
authorized and directed to execute all documents necessary to effectuate the approval
authorized by this Ordinance, and the City Clerk is hereby authorized and directed to
attest to such execution by the Mayor where necessary. In the absence of the Mayor, the
Mayor Pro Tem is hereby authorized to execute the above-referenced documents. The
execution of any documents by said officials shall be conclusive evidence of the approval
by the City of such documents in accordance with the terms thereof and this Ordinance.
City staff is further authorized to take additional actions as may be necessary to
implement the provisions of this Ordinance.
Page 161 of 234
S ~voboril\gis\LRT _ Station\plots\ctyctr _core_ mea _ exhibit_ B _may_ 2025
Pa
g
e
1
6
2
o
f
2
3
4
PARTIAL TERMINATION OF GROUND LEASE AND
CONVEYANCE OF PROPERTY AGREEMENT
Page 163 of 234
i
2218209
TABLE OF CONTENTS
Page
1.Defined Terms ..........................................................................................................................2
(a)“Effective Date” .................................................................................................................2
(b)“Commencement of Development” ..................................................................................2
(c)“Ground Lease Property” .................................................................................................2
(d)“Tract H” ............................................................................................................................3
(e)“Parcel B.5” ........................................................................................................................3
(f)“Restricted Parcels”...........................................................................................................3
2.Due Diligence Materials and Period .......................................................................................3
(a)Title and Survey Objections ..............................................................................................4
(b)Release of Liens; Permitted Exceptions ...........................................................................4
(c)Inspection Period ...............................................................................................................4
(d)Restoration..........................................................................................................................4
(e)Hazardous Materials .........................................................................................................4
(f)“Hazardous Materials”; “Environmental Laws” ...........................................................5
3.Closing; Closing Deliverables .................................................................................................5
(a)Parcel B.5 ............................................................................................................................5
(b)Parcel B.3, Parcel C.1, Parcel C.2, Block D, and Tract H ..............................................5
(c)Parcel B.4 ............................................................................................................................5
(d)Parcel C.2 and Block D ......................................................................................................5
(e)Title Company Closing Documents ..................................................................................6
4.New Englewood Commitments and Obligations ...................................................................6
(a)Subsequent Predevelopment Agreement .........................................................................6
(1)Master Plan...................................................................................................................6
Page 164 of 234
ii
2218209
(2)Community Engagement Process ...............................................................................6
(3)Predevelopment Planning; Costs ................................................................................6
(4)Land Use; Design .........................................................................................................6
(5)Master Plan...................................................................................................................6
(b)Downtown Development Authority ..................................................................................7
(c)Special Districts ..................................................................................................................7
(d)Construction Traffic and Use of Certain Roads for Construction Purposes ...............8
(e)Construction Trailer ..........................................................................................................8
(f)Pre-existing Covenants and Third-Party Agreements ...................................................8
(g)City’s Leasehold Purchase Option ...................................................................................9
(h)Additional Released Property .........................................................................................10
(i)Leases ................................................................................................................................10
(j)Prohibited Conveyances ..................................................................................................10
(k)Master Development Agreement ....................................................................................10
5.New Englewood Representations and Warranties with Respect to Parcel B.3, Parcel B.4,
and Parcel B.5.........................................................................................................................10
(a)No Notice of Violations ....................................................................................................10
(b)No Use, Storage, or Release of Hazardous Materials ...................................................11
(c)No Landlord or Tenant Default ......................................................................................11
6.Term; Termination ................................................................................................................11
7.Insurance ................................................................................................................................11
8.Governing Law .......................................................................................................................11
9.Assignment and Successors in Interest ................................................................................11
10.Notices .....................................................................................................................................11
Page 165 of 234
iii
2218209
LIST OF EXHIBITS, ATTACHMENTS, AND SCHEDULES
EXHIBIT A Legal Description of the Ground Lease Property
ATTACHMENT 1 TO EX. A Legal Descriptions of the Ground Lease Parcels
ATTACHMENT 2 TO EX. A Legal Description of the Unencumbered Portion
of Block D
EXHIBIT B Legal Description of Tract H
EXHIBIT C Legal Description of Parcel B.5
EXHIBIT D Site Plan
EXHIBIT E Concept Plan 1
ATTACHMENT 1 TO EX. E Concept Plan 2
EXHIBIT F Form of Quitclaim Deed
EXHIBIT G CityCenter Core Area Covenants
EXHIBIT H Form of Partial Lease Termination
SCHEDULE 1 Due Diligence Materials
SCHEDULE 2 Permitted Exceptions
SCHEDULE 3 City of Englewood Community Engagement
Process for the CityCenter Core Area
Page 166 of 234
1
2218209
PARTIAL TERMINATION OF GROUND LEASE AND
CONVEYANCE OF PROPERTY AGREEMENT
This Agreement (this “Agreement”) is made and entered into as of the Effective Date (as
defined herein) by and between CITY OF ENGLEWOOD, a Colorado home-rule municipality
(the “City”), and NEW ENGLEWOOD, LLC, a Colorado limited liability company (“New
Englewood”). The City and New Englewood are also referred to herein collectively as the
“Parties” and individually as a “Party.”
Recitals
A. In connection with the redevelopment of the former Cinderella City Mall, the City,
through the Englewood Environmental Foundation, Inc., a Colorado nonprofit corporation
(“EEF”) as “Landlord”, and Weingarten/Miller Englewood Joint Venture, a Texas joint venture
(“WME”), as “Tenant”, entered into a Ground Lease dated August 4, 2000, as evidenced by that
certain Memorandum of Lease dated and recorded on August 4, 2000 at Reception No. B0096247
in the real property records of Arapahoe County, Colorado (the “Records”), as amended by that
certain Amendment to Memorandum of Lease between EEF and WME, dated June 1, 2007 and
recorded on June 25, 2007 at Reception No. B7080275 in the Records (together, the “Ground
Lease”), with respect to the Ground Lease Property (as defined herein).
B. On August 22, 2018, the Public Trustee of Arapahoe County, as part of a Public
Trustee Foreclosure Sale, conveyed to PWR17-691 W Hampden Ave LLC all right, title, and
interest to the leasehold estate and Parcel B.5 (as defined herein), including all land and
improvements more specifically described in that certain Confirmation Deed dated and recorded
on August 22, 2018 at Reception No. D8083367 in the Records.
C. Since 2018, the City has taken numerous proactive steps intended to facilitate
coordinated redevelopment of the “CityCenter Core Area” as depicted on the “Site Plan” attached
hereto as Exhibit D, which includes both the City’s Civic Center property (the “Civic Center
Property”) and the City-owned property subject to the Ground Lease, as a first-class, mixed-use,
transit-oriented development.
D. For reasons unrelated to redevelopment plans, EEF’s interest as Landlord in and to
the real property described in the Ground Lease was conveyed to the City pursuant to that certain
Quitclaim Deed dated as of September 25, 2023, and recorded on September 29, 2023 at Reception
No. E3067360 in the Records.
E. On December 20, 2024, pursuant to an Agreement for Sale and Purchase of
Property, New Englewood, an affiliate of DPC Development Company, a Colorado corporation,
and Ogilvie Partners, LLC, a Colorado limited liability company, acquired Ground Lease Tenant’s
interest in the Ground Lease Property and further fee simple title to Parcel B.5.
F. On November 25, 2024, the Englewood City Council (“City Council”) approved a
resolution entitled “Resolution Authorizing An Assignment of the August 4, 2000 CityCenter
Ground Lease to New Englewood.”
Page 167 of 234
2
2218209
G. On March 3, 2025, at the City Council study session, New Englewood presented a
proposed approach for the redevelopment of the CityCenter Core Area, highlighted multiple
Denver-area projects which included the redevelopment of the Sports Authority property in the
City of Englewood, and since that time have been diligently pursuing negotiations with the City.
H. Subject to the terms and conditions below, New Englewood and the City anticipate
entering into three (3) separate agreements: (i) this Agreement; (ii) a subsequent predevelopment
agreement (the “Predevelopment Agreement”); and (iii) a master development agreement (the
“Master Development Agreement”).
I. This Agreement will result in substantial benefits to the City including (a) the
conveyance of Parcel B.5 to the City, the termination of New Englewood’s Ground Lease interest
as it related to Parcel B.4 (as defined herein), and the City acquiring an option to purchase New
Englewood’s leasehold interest to Parcel B.3 (as defined herein), and (b) commit New Englewood
to community engagement and development accountability that will facilitate a projected
groundbreaking on Parcel C.2 (as defined herein) in 2027 in furtherance of redevelopment of the
CityCenter Core Area.
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the Parties agree as follows:
1.Defined Terms. For purposes of this Agreement, the following terms shall have the
meaning set forth below:
(a)“Effective Date” shall mean thirty (30) days after publication following
final passage of the Ordinance approving this Partial Termination of Ground Lease and
Conveyance of Property Agreement per Article V, § 39 of the City of Englewood Municipal
Charter; provided that if a third party appeals the passage of the Ordinance the Effective Date shall
be the date of any final order of a dismissal or successful denial of such appeal.
(b)“Commencement of Development” shall mean New Englewood or its
successor as to one or more parcels has commenced development including excavation and
grading, related to horizontal infrastructure and entered into a construction contract for vertical
construction on one or more parcels and has closed on the associated financing for the vertical
construction.
(c)“Ground Lease Property” shall mean the property legally described on
Exhibit A attached hereto and comprised of the individual parcels, including “Parcel B.3,” “Parcel
B.4,” “Parcel C.2,” “Parcel C.1,” and “Block D,” each as separately described in Attachment 1 to
Exhibit A. As used herein, “Block D” also shall include the property legally described in
Attachment 2 to Exhibit A, which parcel is not subject to the Ground Lease. The Concept Plan
1, attached hereto as Exhibit E (“Concept Plan 1”) is the source of the below parcel identifiers:
Page 168 of 234
3
2218209
Ground Lease Property / City Property (Prior to Closing)
Att. 1 to
Ex. A
Parcel ID Parcels Description Street Address
1971-33-4-04-017 Parcel B.3
(Lot 4, Block 3)
Tokyo Joes/
adjacent retail
901 W Hampden Ave.
1971-33-4-04-018 Parcel B.4
(Lot 1, Block 4)
Former 24-Hour
Fitness
3435 Inca
1971-33-4-04-019 Parcel C.2
(Lot 1, Block 7)
2 Story 800 & 850 Englewood
Parkway
1971-33-4-04-020 Parcel C.1
(Lot 1, Block 8)
Harbor Freight &
Former Office
Depot
705 & 895 W. Hampden Ave.
1971-34-3-27-008
1971-34-3-00-004
Block D
(Lot 2, Block 9)
(Portion of
SW1/4 of S34,
T4S, R68W)
Petco and Ross
Einstein’s and
Noodles
551, 691, & 697, 699 W
Hampden Ave.
Att. 2 to
Ex. A
1971-34-3-27-003 Block D
(Lot 3, Block 9)
Surface Parking
Not subject to the
Ground Lease
No street address
(d)“Tract H” shall mean the property legally described on Exhibit B attached
hereto, which is a parcel of approximately 0.61 acres that is appurtenant to and functionally linked
to Parcel C.1. It currently contains a water line and is subject to cross-parking and access
obligations from one or more existing easements or other documents.
City Property – Tract H
Ex. B 1971-33-4-04-014 Tract H Utilities No street address; consists of
0.6040 acres
(e)“Parcel B.5” shall mean the property legally described on Exhibit C
attached hereto, which is located on the west of Inca and will be conveyed by New Englewood to
the City pursuant to the terms and conditions of this Agreement.
New Englewood, LLC Property (Prior to Closing)
Ex. C 1971-33-4-06-002 Parcel B.5 Condominium
interest in ground
floor retail/office)
and plaza retail
901 Englewood Parkway,
Unit 100
(f)“Restricted Parcels” shall mean Parcel B.3, Parcel C.1, Parcel C.2, Block
D, and Tract H, and collectively are subject to the “CityCenter Core Area Covenants” attached
hereto as Exhibit G.
2.Due Diligence Materials and Period. The City has owned (subject to the Ground
Lease) Parcel B.4 since September 25, 2023 and as a result, understands it will be terminating the
Ground Lease as to Parcel B.4 and acquiring title to Parcel B.5 on an “as-is” basis, subject to the
representations and warranties set forth below in Section 5. Within five (5) days of the Effective
Date of this Agreement, New Englewood shall deliver to the City the due diligence materials listed
Page 169 of 234
4
2218209
on Schedule 1 attached hereto (the “Due Diligence Materials”) to the extent in New Englewood’s
possession, and without cost to New Englewood.
(a)Title and Survey Objections. Within ten (10) days following receipt of the
Due Diligence Materials, the City shall provide to New Englewood a list of any objections to
matters set forth on the title commitment and/or the survey provided by New Englewood. New
Englewood agrees to reasonably cooperate with the City, at no cost or expense to New Englewood,
to clear the title to Parcel B.5 of the objections and/or update the survey.
(b)Release of Liens; Permitted Exceptions. Prior to the closing of the
transactions contemplated herein (the “Closing”), New Englewood shall be obligated to obtain a
partial release of the deed of trust encumbering Parcel B.4 and Parcel B.5, shall be obligated to
satisfy any requirements imposed by the title company on New Englewood, and shall cause the
release of monetary and/or mechanic’s liens or bond over any mechanic’s liens placed upon the
Parcel B.4 and/or Parcel B.5 by a third party in connection with work performed or alleged to have
been performed on Parcel B.4 and/or Parcel B.5 solely on behalf of New Englewood.
Notwithstanding the foregoing, New Englewood shall not be obligated to cure any title exceptions
as listed in the attached Schedule 2 (“Permitted Exceptions”). The Parties are hereby delegated
authority to update Schedule 2 upon completion of the City’s title and survey review.
(c)Inspection Period. Beginning on the Effective Date of this Agreement and
sixty (60) days thereafter (the “Inspection Period”), the City and its agents, at the City’s sole cost
and expense, shall have the right to inspect Parcel B.4 and Parcel B.5 and perform and/or obtain
any tests, surveys, studies, and assessments, including, but not limited to, a Phase I Environmental
Assessment involving soil and ground water borings and/or excavations as determined necessary
by the City. New Englewood agrees to reasonably cooperate with the City, at no cost or expense
to New Englewood, regarding the City’s inspection of Parcel B.4 and Parcel B.5. The City
acknowledges that it shall not have the right to conduct a Phase II Environmental Assessment
without New Englewood’s prior consent, which consent shall not be unreasonably withheld.
(d)Restoration. The City shall promptly restore Parcel B.4 and Parcel B.5 to
conditions substantially similar to their condition immediately prior to any inspection or testing
performed by the City during the Inspection Period; provided that the discovery of any existing
Hazardous Materials (as defined herein) on Parcel B.4 or Parcel B.5, including any diminution in
value or costs of remediation related thereto, shall not be considered conditions requiring
restoration and the City shall have no liability hereunder related to such conditions.
(e)Hazardous Materials. At the end of the Inspection Period, if the City
identifies the presence of any Hazardous Materials on, in, under, or migrating from Parcel B.4 or
Parcel B.5 that are not identified in any of (i) that certain letter to M. D’Andrea, City of Englewood,
from Terracon dated July 21, 2022, (ii) that certain Limited Site Investigation, Former Chevron
Station, prepared for the City of Englewood by Terracon dated February 17, 2023, (iii) that certain
Limited Site Investigation, Former JC Penny Auto Center, prepared for City of Englewood by
Terracon dated March 1, 2023, or (iv) that certain Phase I Environmental Assessment dated
October 20, 2024, prepared by Environmental Property Investigations, Inc. for the benefit of New
Englewood, a copy of which has been provided to the City, the City may elect in its sole discretion
to not accept the leasehold interest in Parcel B.4 and/or Parcel B.5 and in doing so New Englewood
Page 170 of 234
5
2218209
shall have the option to terminate this Agreement. In the event New Englewood retains the
leasehold interest to Parcel B.4 and/or Parcel B.5, New Englewood’s obligations under this
Agreement shall apply to such parcels to the same extent as other New Englewood-owned parcels
in the CityCenter Core Area, including recording the CityCenter Core Area Covenants for such
parcels.
(f)“Hazardous Materials”; “Environmental Laws”. For purposes of this
Agreement, “Hazardous Materials” shall mean, collectively, any chemical, material, substance or
waste which is or hereafter becomes defined or included in the definitions of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutant,” or
“contaminant,” or words of similar import, under any Environmental Law (as defined herein), and
any other chemical, material, substance, or waste, exposure to, disposal of, or the release of which
is now or hereafter prohibited, limited or regulated by any governmental or regulatory authority or
otherwise poses an unacceptable risk to human health or the environment and underground storage
tanks. “Environmental Laws” shall mean any applicable local, state and federal environmental
rules, regulations, statutes, cleanup criteria, laws, and orders, as amended from time to time,
including, but not limited to, all such rules, regulations, statutes, laws, and orders regarding the
storage, use, cleanup, and disposal of Hazardous Materials and regarding releases or threatened
releases of Hazardous Materials to the environment.
3.Closing; Closing Deliverables. Following the expiration of the Inspection Period,
the Parties have thirty (30) days to conduct the Closing (the “Outside Closing Date”). The Closing
shall be held on the Outside Closing Date, or such earlier date as mutually agreed to in writing, at
a time and place as the Parties may mutually agree. The Closing shall be consummated in
accordance with the closing instructions approved by the Parties and as set forth herein.
(a)Parcel B.5. New Englewood shall execute and record a quitclaim deed in
the general form attached hereto as Exhibit F (a “Quitclaim Deed”) to convey Parcel B.5 to the
City, subject to the Permitted Exceptions;
(b)Parcel B.3, Parcel C.1, Parcel C.2, Block D, and Tract H. New Englewood
shall execute and record the CityCenter Core Area Covenants for Parcel B.3, Parcel C.1, Parcel
C.2, Block D, and Tract H.
(c)Parcel B.4. The Parties shall execute a partial lease termination in the
general form attached hereto as Exhibit H (a “Partial Lease Termination”) with respect to Parcel
B.4, and New Englewood shall execute and record a Quitclaim Deed to convey the improvements
thereon; and
(d)Parcel C.2 and Block D. The Parties shall execute a Partial Lease
Termination with respect to Parcel C.2 and such portions of Block D as encumbered by the Ground
Lease, terminating the City’s right, title, and interest to the land and any improvements in and on
Parcel C.2 and such portions of Block D, and the City shall execute and record a Quitclaim Deed
to convey to New Englewood the City’s right, title, and interest to the land and any improvements
in and on Parcel C.2 and Block D.
Page 171 of 234
6
2218209
(e)Title Company Closing Documents. The Parties shall each execute and
deliver such other closing documents as may be reasonably required by the title company or the
closing instructions approved by the Parties.
4.New Englewood Commitments and Obligations. In consideration of the City’s
partial termination of the Ground Lease, New Englewood agrees to the following additional
obligations:
(a)Subsequent Predevelopment Agreement. New Englewood and the City
shall negotiate in good faith a subsequent predevelopment agreement (“Predevelopment
Agreement”), subject to City Council approval, which shall include customary provisions and shall
restate and fully incorporate any continuing obligations in this Agreement, including, but not
limited to:
(1)Master Plan. The “Master Plan” for the CityCenter Core Area,
which includes both the Ground Lease Property and the Civic Center Property, will be a
logical extension of and consistent with Concept Plan 1 and the concept plan attached
hereto as Attachment 1 to Exhibit E (“Concept Plan 2,” and together with Concept Plan
1, the “Initial Concept Plans”), as the same may be modified by the Parties, and such Master
Plan shall be incorporated as part of the Master Development Agreement.
(2)Community Engagement Process. Prior to submitting any formal
applications with the City, New Englewood shall conduct a community engagement
process as agreed to by both Parties with the intention of seeking input from the community
on the Initial Concept Plans as updated. The scope of the community engagement process
is set forth on Schedule 3 attached hereto.
(3)Predevelopment Planning; Costs. From the date of Closing, for a
period of two (2) years, New Englewood shall: (i) procure third-party design, consulting,
and other master planning expenses and predevelopment activities, and (ii) pay at least
Three Hundred Thousand and 00/100 Dollars ($300,000.00) for the predevelopment costs
in furtherance of the Master Plan for the CityCenter Core Area, encompassing the Ground
Lease Property and the Civic Center Property, which shall be substantiated by providing
quarterly reports to the City certifying a true and accurate statement of predevelopment
costs.
(4)Land Use; Design. The redevelopment area is zoned MU-B-1
(Mixed Use; Central Business District, Transit Station Overlay District). The Parties
anticipate that the redevelopment of the CityCenter Core Area will require subdivision and
New Englewood will work in good faith to obtain the necessary subdivision approvals.
The Master Plan and each development parcel shall be subject to the City’s Unified Land
Use Code, Advisory Specific Plan Design, and design guidelines per the City Municipal
Code §16-1-5(f).
(5)Master Plan. In addition to the above, the Master Plan shall include,
but not be limited to, the following:
Page 172 of 234
7
2218209
A.Feasibility Analysis. Analyze the uses, market feasibility,
and estimated development timeline based on projected groundbreaking in July 2027.
B.Financing Plan. Establish public/private/partnership
financing guidelines and agreements, including potential funding, including tax increment
funding obtained from the Englewood Downtown Development Authority (“EDDA”),
Colorado State Enterprise Zone, and federal opportunity zones, metropolitan district
funding.
C.Density and Affordability Housing Plans. Establish density
and affordability housing plans to include diverse housing options including for workforce
housing.
D.Amenity Plan. Establish open and green spaces, public
areas, and amenity plans with funding recommendations.
E.Parking Plan. Create a viable parking plan to accommodate
the Master Plan.
F.Infrastructure Plan. Establish an infrastructure plan that can
accommodate the proposed Master Plan, including consideration for redevelopment of the
CityCenter Core Area water detention, water quality, and run off control.
G.Tract H. The City Manager or their designee will take steps
to complete the necessary investigation into the utilities and improvements associated with
Tract H and prepare the legal instruments necessary to transfer Tract H in connection with
the anticipated Ground Lease termination on, and title transfer of, Parcel C.1 to New
Englewood.
(b)Downtown Development Authority. New Englewood acknowledges that
the Restricted Parcels lie within the boundaries of the EDDA which was formed to capitalize
improvements and carry out the Downtown Plan of Development adopted by the City Council.
New Englewood shall cooperate with the City and the EDDA to grant such easements over the
Restricted Parcels as are necessary or desirable to permit the construction, installation, operation,
and maintenance of the improvements to be funded by the EDDA, provided that New Englewood
shall have the right to reasonably approve the location of any such easements so that they do not
materially interfere with New Englewood’s redevelopment efforts.
(c)Special Districts. New Englewood intends to, and will be the petitioner for,
a Title 32 special district (a “Title 32 District”) to fund certain infrastructure improvements for the
Restricted Parcels and the development, and that, if formed, the Title 32 District may levy taxes
and assessments against the Restricted Parcels. New Englewood shall grant and approve such
easements over the Restricted Parcels as are necessary or desirable to permit the construction,
installation, and maintenance of the improvements to be funded by the Title 32 District; provided
however, that to the greatest extent possible, any such easements shall be created over existing
easement areas, and in New Englewood’s reasonable determination shall not materially interfere
with New Englewood’s redevelopment efforts. The City or a Title 32 District shall immediately
Page 173 of 234
8
2218209
restore the land and improvements thereon to their prior condition to the extent of any damage
caused by the City’s or the Title 32 District’s utilization of the easements herein reserved. The
assessments, taxes, or other charges levied by a Title 32 District will constitute charges against the
Restricted Parcels that will survive conveyance of the improvements constructed on the Restricted
Parcels.
(d)Construction Traffic and Use of Certain Roads for Construction Purposes.
New Englewood, its contractors, subcontractors, employees, and agents shall only utilize certain
roads to be designated by the City to access the Restricted Parcels for construction purposes, and
New Englewood shall be responsible for keeping such designated roads and other property in the
vicinity of the Restricted Parcels reasonably free of dirt, mud, and debris which results from
construction-related activities on the Restricted Parcels. New Englewood shall pay the costs of
repairing any damage to such designated roads and other property in the vicinity of the Restricted
Parcels, other than damage resulting from ordinary wear and tear and latent defects therein, to the
extent such damage results from construction-related activities on the Restricted Parcels.
(e)Construction Trailer. During such periods of time when New Englewood is
actively engaged in construction of the improvements on the Restricted Parcels, New Englewood
shall have the right to install, operate, and maintain a construction trailer on the Restricted Parcels.
Such construction trailer shall be subject to the City’s acceptance with respect to the exterior
appearance, size, and location and to such reasonable laws, rules, and regulations of the City. New
Englewood shall not construct any fences around, or store any construction or other materials
adjacent to, any such construction trailers.
(f)Pre-existing Covenants and Third-Party Agreements. The Parties
acknowledge that the Ground Lease Property and adjacent areas are subject to certain covenants
(“Pre-existing Covenants and Third-Party Agreements”), including but not limited to, those
identified in subsections 1-11 below and agree to work in good faith to amend the Existing
Covenants and Third-Party Agreements that may be an impediment to the redevelopment of the
CityCenter Core Area; provided that the Parties acknowledge that the third parties to the Existing
Covenants and Third-Party Agreements are not obligated to amend the same.
(1)Declaration of Easements with Covenants and Restrictions
Affecting Land (“ECR”) between EEF and Wal-Mart Real Estate Business Trust, a
Delaware business trust (“Wal-Mart”), dated and recorded on November 24, 1999 at
Reception No. A9186622 in the Records, and re-recorded on May 9, 2000 at Reception
No. B005442 in the Records, as amended by the First Amendment to ECR between EEF,
Wal-Mart, Englewood Parkway Investors, LLC, a Delaware limited liability company, and
WME, dated March 2, 2007 and recorded on March 20, 2007 at Reception No. B7034880
in the Records (collectively, the “Master ECR”).
(2)Common Area Maintenance Agreement between EEF and Wal-
Mart, dated and recorded on November 24, 1999 at Reception No. A9186624 in the
Records (“CAM Agreement”).
(3)Project Agreement with the Regional Transportation District
(“RTD”) for Transit Facilities and Parking Spaces to be Incorporated into the
Page 174 of 234
9
2218209
Redevelopment of Commercial Real Estate near Hampden and Santa Fe (presently referred
to as Cinderella City) between the City and RTD, dated January 6, 1997, as amended by
the Amendment between the City and RTD, dated July 19, 1999 (collectively, the “RTD
Project Agreement”).
(4)Permanent Transit Easement between the City, EEF, and RTD,
dated May 20, 2002 and recorded on June 3, 2002 at Reception No. B2101636 in the
Records.
(5)Common Area Maintenance Agreement between EEF and RTD,
dated May 3, 2000.
(6)Declaration of Easement for Parking made by EEF, dated December
29, 1999 and recorded on December 31, 1998 at Reception No. A8215930 in the Records.
(7)Declaration of Easements, Covenants and Restrictions between EEF
and TCR Englewood Holdings Limited Partnership, a Texas limited partnership (“TCR”),
dated and recorded on May 9, 2000 at Reception No. B0055447 in the Records (the
“Residential ECR”).
(8)Joinder to CAM Agreement between EEF and TCR dated and
recorded on May 9, 2000 at Reception No. B0055448 in the Records.
(9)Declaration of Easements with Covenants and Restrictions
Affecting Land (Retail ECR) between EEF and WME, dated and recorded on August 4,
2000 at Reception No. B0096248 in the Records.
(10)Joinder to CAM Agreement (Retail Development) between EEF and
WME, dated and recorded on August 4, 2000 at Reception No. B0096250 in the Records.
(11)Declaration of Covenants, Conditions and Restrictions and Grant of
Easements (Chuck E. Cheese) between CEC Entertainment, Inc., a Kansas corporation,
and EEF, dated January 8, 2002 and recorded on February 5, 2002 at Reception No.
B2022932 in the Records.
(g)City’s Leasehold Purchase Option. The City has an exclusive option to
purchase New Englewood’s leasehold interest (“Leasehold Purchase Option”) in Parcel B.3,
inclusive of the land and any improvements, for an amount certain of Three Million Five Hundred
Thousand and 00/100 Dollars ($3,500,000.00), which may be exercised by the City if
Commencement of Development has not occurred on Parcel C.1 or Parcel C.2 on or before two
(2) years following the Closing. The City may exercise its Leasehold Purchase Option by
providing written notice to New Englewood which shall be given no later than the expiration of
the option term and New Englewood shall execute a Partial Lease Termination with respect to
Parcel B.3. Notwithstanding the foregoing, if the City does not exercise its Leasehold Purchase
Option, New Englewood shall have the obligation to develop Parcel B.3 in accordance with a
subsequent Master Development Agreement, if any, executed by the Parties.
Page 175 of 234
10
2218209
(h)Additional Released Property. Upon Commencement of Development on
Parcel C.2, the City shall execute a Partial Lease Termination with respect to Parcel C.1 and Parcel
B.3 terminating the City’s right, title, and interest to the land and any improvements in and on
Parcel C .1 and Parcel B.3 and further shall execute and record a Quitclaim Deed to convey Parcel
C.1 with appurtenant Tract H, and Parcel B.3 to New Englewood (the “Additional Released
Property”). In order to effectuate the City’s partial release of the Additional Released Property,
New Englewood shall provide notice (“Request for Release”) to the City in writing that it has met
the requirements of Commencement of Development. The City shall have thirty (30) days to
review and respond to a Request for Release. If the City does not respond within the thirty (30)
day period, the Request for Release shall be deemed approved.
(i)Leases. For a period of two (2) years from the Effective Date of this
Agreement, New Englewood shall not, except as provided below, enter into any new leases, lease
renewals, or new subleases (“New Lease”) for space within Parcel C.2 and/or Parcel C.1 that is
vacant as of the Effective Date, including but not limited to the, the Office Depot space and the
vacancy adjacent to Harbor Freight space, unless (1) the term of any such New Lease is less than
two (2) years (unless, if longer, New Englewood has the right to terminate any such New Lease on
not more than six (6) months’ notice), or (2) enter into any New Leases for space within Parcel
B.3 if the term of any such New Lease is more than two (2) years unless the New Lease is a
sublease which provides New Englewood the right to terminate such sublease upon not more than
six (6) months’ notice. Notwithstanding the foregoing, New Englewood shall not be required to
reject a sublease proposed by a tenant which is consistent with the existing Tenant’s lease terms
and provisions. New Englewood shall provide notice to the City of any New Leases for Parcel
C.1, Parcel C.2, and Parcel B.3, and will certify compliance with the foregoing requirements.
(j)Prohibited Conveyances. For a period of two (2) years from the Effective
Date of this Agreement, New Englewood shall not sell or otherwise convey title to Parcel C.2
unless New Englewood, or an entity under contract with New Englewood to acquire Parcel C.2,
has obtained City approval of a Site Improvement Plan applicable to Parcel C.2 per §16-1-6 of the
City’s Unified Development Code. Approval of a Site Improvement Plan satisfies the requirement
of City consent under Section 9 of this Agreement. The prohibition in this subsection does not
apply to Block D, which can be sold by New Englewood without the City’s consent and without
assigning this Agreement to any successor owner of Block D.
(k)Master Development Agreement. If the City determines that New
Englewood has performed the terms of the Predevelopment Agreement in a commercially
reasonable manner, the Parties agree to enter into good faith negotiations of a Master Development
Agreement that will set forth the Parties’ obligations related to the development of the CityCenter
Core Area.
5.New Englewood Representations and Warranties with Respect to Parcel B.3, Parcel
B.4, and Parcel B.5.
(a)No Notice of Violations. During the period in which New Englewood has
owned fee simple title to Parcel B.5, and has been the ground lessee of Parcel B.3 and Parcel B.4
under the Ground Lease, New Englewood has not received written notice that Parcel B.3, Parcel
Page 176 of 234
11
2218209
B.4, or Parcel B.5 are in violation of federal, state, or local laws or regulations concerning the use,
storage, or release of Hazardous Materials.
(b)No Use, Storage, or Release of Hazardous Materials. During the period in
which New Englewood has owned fee simple title to Parcel B.5, and has been the ground lessee
of Parcel B.3 and Parcel B.4 under the Ground Lease, New Englewood has not used, stored, or
released Hazardous Materials in, on, or under Parcel B.3, Parcel B.4, or Parcel B.5 in violation of
federal, state, or local laws or regulations concerning the use, storage, or release of Hazardous
Materials.
(c)No Landlord or Tenant Default. During the period in which New
Englewood has been the ground lessee pursuant to the Ground Lease, New Englewood has not
sent, nor received, written notice of a default by landlord or tenant under any lease in effect with
respect to Parcel B.3.
6.Term; Termination. The term of this Agreement shall commence on the Effective
Date of this Agreement and shall be in effect until a subsequent Predevelopment Agreement is
executed by the Parties or until the Parties mutually agree to terminate this Agreement.
7.Insurance. New Englewood will continue at all times to maintain the insurance
coverages required by the Ground Lease, unless and until the Parties execute a Predevelopment
Agreement, at which time the City’s standard insurance provisions will be incorporated into the
terms of the Predevelopment Agreement.
8.Governing Law. This Agreement shall be governed by and construed in accordance
with the laws of the State of Colorado.
9.Assignment and Successors in Interest. This Agreement and all rights and
obligations of the Parties hereunder are personal to the Parties and may not be transferred or
assigned without the prior written consent of the other Parties, provided, however, that New
Englewood shall have the right to assign this Agreement, without the City’s consent, to an entity
controlled by, that controls, or is under common control of New Englewood.
10.Notices. All notices required or permitted hereunder shall be in writing and shall
be delivered in person, by e-mail, or by overnight courier, to such Party at its address shown below,
or to any other place designated in writing by such Party:
The City: City of Englewood
Daniel Poremba
Chief Redevelopment Officer
Englewood Civic Center
1000 Englewood Parkway
Englewood, Colorado 80110
dporemba@englewoodco.gov
Page 177 of 234
12
2218209
With a copy to: Brad Power
Director of Community Development
Englewood Civic Center
1000 Englewood Parkway
Englewood, Colorado 80110
bpower@englewoodco.gov
and a copy to: Tamara Niles, Esq.
City Attorney
City Attorney Department
1000 Englewood Parkway
Englewood, Colorado 80111
tniles@englewoodco.gov
and a copy to: Kirsten Crawford, Esq.
Kaplan Kirsch LLP
1675 Broadway, Suite 2300
Denver, CO 80202
kcrawford@kaplankirsch.com
New Englewood: c/o DPC Development Company
5675 DTC Blvd., Suite 275
Englewood, CO 80111
Attn: Christopher King and Justin Lutgen
cking@dpccompanies.com
jlutgen@dpccompanies.com
and Ogilvie Partners, LLC
2601 Blake Street, Suite 200
Denver, CO 80205
Attn: Stuart Ogilvie and Dustin Jones
stu@ogprops.com
dustin@ogprops.com
With a copy to: Bruce A. James
Brownstein Hyatt Faber Schreck, LLP
675 15th Street, Suite 2900
Denver, CO 80202
bjames@bhfs.com
[Signature Page Follows]
Page 178 of 234
Signature Page to
Partial Termination of Ground Lease and Conveyance of Property Agreement
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective
Date.
NEW ENGLEWOOD:
NEW ENGLEWOOD, LLC, a Colorado limited liability company
By:
Name:
Its:
THE CITY:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 179 of 234
Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT A
to Partial Termination and Conveyance Agreement
Legal Description of the Ground Lease Property
Lot 4, Block 3
Lot 1, Block 4
Lot 1, Block 7
Lot 1, Block 8
Lot 2, Block 9
Englewood CityCenter Filing No. 1, County of Arapahoe, State of Colorado, together with all
rights and all appurtenances to or used in connection therewith, including, but not limited to, any
of the following which are owned by the City: all development rights and air rights, and any
easements, rights-of-way, or appurtenances used in connection with the beneficial use and
enjoyment of the land.
AND
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE
68 WEST OF THE 6TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 4 SOUTH,
RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE NORTHERLY
ALONG THE WEST LINE OF SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT
ON THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON AN ANGLE TO THE
RIGHT OF 90 DEGREES 07 MINUTES 26 SECONDS AND ALONG SAID NORTH LINE A
DISTANCE OF 381.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
ALONG THE AFORESAID COURSE A DISTANCE OF 120.00 FEET; THENCE ON AN
ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF
130.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Page 180 of 234
Attachment 1 to Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1 TO EXHIBIT A
to Partial Termination and Conveyance Agreement
Legal Descriptions of the Ground Lease Parcels
Parcel B.3
Lot 4, Block 3, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel B.4
Lot 1, Block 4, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.2
Lot 1, Block 7, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.1
Lot 1, Block 8, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Block D
Lot 2, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado;
AND
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE
68 WEST OF THE 6TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 4 SOUTH,
RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE NORTHERLY
ALONG THE WEST LINE OF SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT
ON THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON AN ANGLE TO THE
RIGHT OF 90 DEGREES 07 MINUTES 26 SECONDS AND ALONG SAID NORTH LINE A
DISTANCE OF 381.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
Page 181 of 234
Attachment 1 to Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ALONG THE AFORESAID COURSE A DISTANCE OF 120.00 FEET; THENCE ON AN
ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF
130.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Page 182 of 234
Attachment 2 to Exhibit A to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 2 TO EXHIBIT A
to Partial Termination and Conveyance Agreement
Legal Description of the Unencumbered Portion of Block D
Block D
Lot 3, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Page 183 of 234
Exhibit B to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT B
to Partial Termination and Conveyance Agreement
Legal Description of Tract H
Tract H, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of Colorado.
Page 184 of 234
Exhibit C to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT C
to Partial Termination and Conveyance Agreement
Legal Description of Parcel B.5
Commercial Unit, City Center Condominium according to the Map thereof, recorded on November
27, 2002, at Reception Number B2225885, in the office of the Clerk and Recorder of the County
of Arapahoe, Colorado, as defined and described in the Declaration of Covenants, Conditions and
Restrictions for the CityCenter Condominium recorded on November 27, 2002, at Reception
Number B2225884, in said records.
County: Arapahoe
Parcel Number: 1971-33-4-06-002
Also known as 901 Englewood Parkway, Englewood, Colorado
Page 185 of 234
Exhibit D to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT D
to Partial Termination and Conveyance Agreement
Site Plan
Page 186 of 234
Exhibit E to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT E
to Partial Termination and Conveyance Agreement
Concept Plan 1
Pa
g
e
1
8
7
o
f
2
3
4
Attachment 1 to Exhibit E to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1 TO EXHIBIT E to Partial Termination and Conveyance Agreement
Concept Plan 2
Pa
g
e
1
8
8
o
f
2
3
4
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT F
to Partial Termination and Conveyance Agreement
Form of Quitclaim Deed
After recording, return original to:_____________________________ _____________________________ _____________________________ _____________________________
QUITCLAIM DEED
[CITY OF ENGLEWOOD, a Colorado home-rule municipality] (the “Grantor”), for the
consideration of _____________ Dollars ($________), in hand paid, hereby sells and quit claims
to [NEW ENGLEWOOD, LLC, a Colorado limited liability company, an affiliate of DPC
Development Company, a Colorado corporation, and Ogilvie Partners, LLC, a Colorado limited
liability company], whose legal address is _____________________________, City of
_________________ County of ___________, and State of ______________ (the “Grantee”), the
following real property located in the City and County of Arapahoe and State of Colorado, to wit:
the real property specifically described in Attachment 1 attached hereto and incorporated hereof,
also known by street address as: ______________________________________(the “Property”),
with all its appurtenances. Grantor warrants the title to the Property against all persons claiming
under Grantor, subject to the matters set forth on Attachment 2 attached hereto and made a part
hereof.
The Property is conveyed in its “AS IS” physical condition and in an “AS IS” state of repair.
All warranties of any type or kind whatsoever with respect to the Property are disclaimed, whether
express or implied, direct or indirect, oral or written, including, by way of description, but not
limitation, those of habitability, fitness for a particular purpose, and use. Without limiting the
generality of the foregoing no representations or warranties are made concerning, and any
representations or warranties are hereby expressly disclaimed concerning: (i) the value, nature,
quality or condition of the Property; (ii) any restrictions related to development of the Property;
(iii) the applicability of any governmental requirements; (iv) the suitability of the Property for any
purpose whatsoever; (v) the presence in, on, under or about the Property of any Hazardous Material
(as defined below) or any other condition of the Property which is actionable under any
Environmental Law (as defined below); (vi) compliance of the Property or any operation thereon
with the laws, rules, regulations, or ordinances of any applicable governmental body; or (vii) the
presence or absence of, or the potential adverse health, economic or other effects arising from, any
magnetic, electrical or electromagnetic fields or other conditions caused by or emanating from any
power lines, telephone lines, cables, or other facilities, or any related devices or appurtenances,
upon or in the vicinity of the Property.
Page 189 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
As used herein, “Hazardous Materials” shall mean, collectively, any chemical, material, substance,
or waste which is or hereafter becomes defined or included in the definitions of “hazardous
substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,”
“restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollutant,” or
“contaminant,” or words of similar import, under any Environmental Law, and any other chemical,
material, substance, or waste, exposure to, disposal of, or the release of which is now or hereafter
prohibited, limited or regulated by any governmental or regulatory authority or otherwise poses an
unacceptable risk to human health or the environment.
As used herein, “Environmental Laws” shall mean all applicable local, state, and federal
environmental rules, regulations, statutes, laws, and orders, as amended from time to time,
including, but not limited to, all such rules, regulations, statutes, laws, and orders regarding the
storage, use, and disposal of Hazardous Materials and regarding releases or threatened releases of
Hazardous Materials to the environment.
[Signature Page Follows]
Page 190 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
IN WITNESS WHEREOF, Grantor has executed this Quitclaim Deed as of this ____ day
of __________________, 20__.
GRANTOR:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this ___ day of ___________, 2025,
by Othoniel Sierra, as Mayor of the City of Englewood, a Colorado home-rule municipality.
WITNESS my hand and official seal.
My commission expires:
Notary Public
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 191 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1
to
Quitclaim Deed
Legal Description of the Property
[To be inserted]
Page 192 of 234
Exhibit F to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 2
to
Quitclaim Deed
Exceptions
[To be inserted]
Page 193 of 234
Exhibit G to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT G
to Partial Termination and Conveyance Agreement
CityCenter Core Area Covenants
SEE ATTACHED.
Page 194 of 234
34177063.4
CITYCENTER CORE AREA COVENANTS
Page 195 of 234
34177063.4
TABLE OF CONTENTS
Page
1.General .................................................................................................................................1
1.1 Property and Development Parcels ..........................................................................1
1.2 Purpose .....................................................................................................................1
1.3 Declaration ...............................................................................................................1
2.Covenants, Conditions and Restrictions ..............................................................................1
2.1 Definition of Improvements .....................................................................................1
2.2 Limitations on Use of Development Parcels ...........................................................2
2.3 Maintenance and Operations....................................................................................3
2.4 Duration ...................................................................................................................3
2.5 Requirements for Declarant’s Acceptance...............................................................3
2.6 Force Majeure ..........................................................................................................4
2.7 Obtaining Governmental Approval..........................................................................4
2.8 Compliance with Laws; Environmental Hazard ......................................................4
3.Default and Enforcement .....................................................................................................4
3.1 Default by Developer ...............................................................................................4
3.2 Remedies ..................................................................................................................5
3.3 Inspection by Declarant ...........................................................................................5
4.General .................................................................................................................................5
4.1 No Implied Waiver ..................................................................................................5
4.2 Notices .....................................................................................................................5
4.3 No Oral Amendment or Modifications ....................................................................6
4.4 Severability ..............................................................................................................7
4.5 Binding Effect ..........................................................................................................7
Page 196 of 234
34177063.4
2
4.6 Successors and Assigns of Declarant .......................................................................7
4.7 Captions for Convenience ........................................................................................7
4.8 Applicable Law ........................................................................................................7
4.9 Exhibits Incorporated ...............................................................................................7
4.10 Time of Essence .......................................................................................................7
4.11 Cost of Legal Proceedings .......................................................................................7
4.12 Number and Gender .................................................................................................7
4.13 No Third-Party Beneficiaries ...................................................................................7
4.14 Counterparts .............................................................................................................8
Page 197 of 234
34177063.4
CITYCENTER CORE AREA COVENANTS
These CityCenter Core Area Covenants (the “Covenants”) are made as of this _____ day
of ____________, 2025 (the “Effective Date”), by the City of Englewood, a Colorado home-rule
municipality (the “City” or “Declarant”), and New Englewood, LLC, a Colorado limited liability
company, whose address is ___________________ (“Developer” or “Owner”). Declarant and
Developer are also referred to herein collectively as the “Parties” and individually as a “Party.”
1.General.
1.1 Property and Development Parcels. Declarant is the owner of certain
parcels of land located in the City of Englewood, Colorado, including Parcel B.3, Parcel C.1,
Parcel C.2, Block D, and Tract H, each of which are more particularly described on Attachment
1 attached hereto and incorporated herein (collectively, the “Development Parcels”). The
Development Parcels are part of a mixed-use project that is referred to as the “CityCenter Core
Area,” and which may also be referred to herein as the “Development.” As a condition to that
certain Partial Termination of Ground Lease and Conveyance of Property Agreement between
Declarant and Developer, dated ______________, 20__, the City has required Developer execute
these Covenants and record them against the Development Parcels.
1.2 Purpose. Declarant intends for the CityCenter Core Area to be redeveloped,
maintained, and operated as a first-class, mixed-use, transit-oriented redevelopment. These
Covenants are being executed in furtherance of a common and general plan for the CityCenter
Core Area, which will be beneficial to Declarant, Developer, and the overall economic viability of
the Development by enhancing the quality, desirability, and value of the Development Parcels.
The Covenants are made for the benefit of Declarant, its successors and assigns, and are intended
to impose a burden on Developer, its successors and assigns, and on the Development Parcels.
1.3 Declaration. Declarant hereby declares that the Development Parcels are
made subject to the Covenants. The Development Parcels shall be owned, operated, held,
transferred, conveyed, sold, leased, rented, hypothecated, encumbered, used, occupied,
maintained, altered, and improved subject to the covenants, conditions, restrictions, and other
provisions set forth herein, for the term hereof, all of which are declared to be part of, pursuant to,
and in furtherance of a common and general plan of development, improvement, enhancement,
and protection of the Development. The provisions of the Covenants are intended to, and shall,
run with the land, and shall inure to the benefit of Declarant, its successors and assigns.
2.Covenants, Conditions and Restrictions.
2.1 Definition of Improvements. As used herein, “Improvement” shall mean
any and all structures and appurtenances of every type or kind, including, but not limited to,
buildings, outbuildings, swimming pools, patio covers, awnings, painting of any exterior surfaces
of any visible structure, additions, walkways, bicycle trails, sprinkler pipes, garages, carports,
roads, driveways, parking areas, fences, screening walls, retaining walls, stairs, decks, fixtures,
Page 198 of 234
34177063.4
2
landscaping, hedges, windbreaks, plantings, planted trees and shrubs, poles, signs, exterior tanks,
solar equipment, exterior air conditioning, and water softener fixtures.
2.2 Limitations on Use of Development Parcels. Notwithstanding the uses
permitted under the zoning, the Development is limited in the following ways:Developer shall
develop, maintain, and operate the Development Parcels as an integral part of the first-class,
mixed-use, transit-oriented development.
2.2.2 The Development Parcels shall be developed, maintained, and
operated solely for the Permitted Uses. “Permitted Uses” as used herein shall mean: (a) any
Improvement on the Development Parcels related to the first-class, mixed-use, transit-oriented
development; (b) streets, roads, and landscaped areas in or adjacent thereto; (c) signage; (d)
utilities; (e)temporary contractor storage yards; (d) off-street parking; and (e) other proposed uses
that are consistent with Declarant’s overall redevelopment goals for the Development and the
Development Parcels.
2.2.3 The Development Parcels shall not be used for any purpose which
is prohibited by any existing covenants recorded prior to the execution of these Covenants unless
and until the same shall be amended by the Parties and shall furthermore not be used for any of
the uses enumerated below (collectively, the “Prohibited Uses”):
(a)Any use that emits an obnoxious odor, noise, or sound that
can be heard or smelled at significant levels outside of any building at a level that would
interfere with the health, safety, or welfare of members of the general public; provided,
however, that noises, odors, or sounds commonly found in, or emanating from, restaurants
shall not be deemed to violate this provision;
(b)An operation primarily used as a storage warehouse
operation, which restriction shall not apply to a retail operation which has an accompanying
warehouse for its inventory;
(c)Any fire sale, bankruptcy sale (unless pursuant to a court
order), or auction house operation;
(d)Any central laundry, dry cleaning plant, or laundromat;
provided, however, this prohibition shall not be applicable to nominal supportive facilities
for on-site service oriented to pickup and delivery;
(e)Any automobile, truck, trailer, or recreational vehicle sales,
leasing, display, or body shop repair operation; provided that the foregoing shall not
prohibit a retail vehicle dealership that does not service or repair vehicles on-site, such as
a Tesla, Carvana, or a similar-type dealership;
(f)Any mortuary or funeral home;
(g)Any establishment selling or exhibiting pornographic
materials (but bookstores that do not display pornographic magazines, videos, or DVDs
are permitted), or which sells drug-related paraphernalia or marijuana or marijuana-related
Page 199 of 234
34177063.4
3
products (including medical marijuana-related products) or which exhibits either live or by
other means to any degree, nude or partially clothed dancers or wait staff and/or any
massage parlors or similar establishments;
(h)Any flea market, car wash, night club, or dance hall;
provided that music or dancing as an ancillary use to a full-service restaurant shall not be
deemed a violation of the foregoing;
(i)Any gambling facility or operation, including, but not
limited to: off-track or sports betting parlor; table games such as blackjack or poker; slot
machines, video poker/blackjack/keno machines or similar devices; or bingo hall;
provided, however, that lottery sales and on-line gaming by patrons shall be permitted;
(j)Any pawn shops, tattoo parlors, or plasma sales;
(k)Any business selling, guns, rifles, pistols, or other firearms
or ammunition;
(l)Any business or operations for the drilling, operation,
maintenance, repair, or replacement of any well for the extraction of any water, oil, gas, or
other liquid or gaseous substances;
(m)Any liquor store; provided that (i) the foregoing shall not
preclude establishments that serve wine, beer, or liquor for primarily on-site consumption
and (ii) the City Manager or their designee may, on a case-by-case basis, approve a liquor
store if it deems the operation and the operator to be of good character and consistent with
the stated goals and outcomes for the CityCenter Core Area; and
(n)Any natural medicine business as that term is defined under
state law in C.R.S § 44-50-101 through 44-50-904 and existing local laws in effect at the
time the Covenants are executed; provided that the foregoing shall not preclude other
vitamin stores such as GNC, Vitamin Cottage, or other licensed pharmacies.
2.3 Maintenance and Operations. Upon completion of any Improvements
located on the Development Parcels, the Improvements shall be maintained consistent with a first-
class, mixed-use, transit-oriented development, and further maintained in compliance with the
Covenants, and that certain Common Area Maintenance Agreement dated and recorded on
November 24, 1999 at Reception Number A9186624 in the records of the Arapahoe County Clerk
and Recorder, as amended from time to time.
2.4 Duration. The Covenants are intended to and shall run with the land in
perpetuity and shall inure to the benefit of Declarant, its successors and assigns.
2.5 Requirements for Declarant’s Acceptance. Developer shall not install or
construct, or cause to be installed or constructed, any Improvement on the Development Parcels
or make any additions to any Improvements, except in accordance with plans for such
Improvements (“Plans”) submitted to and approved through the City’s standard entitlements
processes.
Page 200 of 234
34177063.4
4
2.6 Force Majeure. In the event that Developer is unable to comply with the
Covenants due to causes beyond the reasonable control of Developer, Developer shall have a
reasonable period of time to come into compliance. Force majeure causes include, but are not
limited to, acts of God, strikes, work stoppages, unavailability of or delay in receiving labor or
materials, defaults by contractors or subcontractors of a special district or utility company, weather
conditions, fire or other casualty, pandemics, public health crises, quarantine, and/or other disease
control measures.
2.7 Obtaining Governmental Approval. Developer shall obtain, prior to
commencement of construction of any Improvements, all permits, licenses, certificates, consents,
and any other approvals necessary or required pursuant to any law, ordinance, resolution, order,
rule, or regulation of the governmental authority (a “Governmental Approval”) in order for
Developer to construct, operate, and maintain the Improvements to be constructed on the
Development Parcels.
2.8 Compliance with Laws; Environmental Hazard. In developing, operating,
and maintaining any portion of the Development Parcels, Developer shall comply with all
applicable laws, ordinances, rules, and regulations of the governmental authority, including,
without limitation, the subdivision laws of the State of Colorado, the subdivision regulations of
the City, the subdivider registration laws of the State of Colorado, the Real Estate Broker and
Salesman laws of the State of Colorado, the Federal Interstate Land Sales Full Disclosure Act,
applicable Environmental Laws, ordinances, rules and regulations, and applicable laws,
ordinances, rules and regulations relating to stormwater runoff, sediment or erosion control, or any
other water or sediment discharge relating to the Development Parcels. “Environmental Laws” as
used herein shall mean any applicable local, state and federal environmental rules, regulations,
statutes, cleanup criteria, laws, and orders, as amended from time to time, including, but not limited
to, all such rules, regulations, statutes, laws, and orders regarding the storage, use, cleanup, and
disposal of Hazardous Materials and regarding releases or threatened releases of Hazardous
Materials to the environment. “Hazardous Materials” as used herein shall mean, collectively, any
chemical, material, substance or waste which is or hereafter becomes defined or included in the
definitions of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely
hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,”
“pollutant,” or “contaminant,” or words of similar import, under any Environmental Law, and any
other chemical, material, substance, or waste, exposure to, disposal of, or the release of which is
now or hereafter prohibited, limited or regulated by any governmental or regulatory authority or
otherwise poses an unacceptable risk to human health or the environment and underground storage
tanks.
3.Default and Enforcement.
3.1 Default by Developer. A “Default by Developer” hereunder shall occur if
Developer breaches or fails to comply with any of the terms contained herein applicable to
Developer, and (a) such breach or failure to comply shall continue for a period of thirty (30) days
after notice thereof by Declarant to Developer, or, (b) if such breach or failure to comply cannot
be cured within such 30-day period, if Developer shall not in good faith commence to cure such
breach or failure to comply within said 30-day period or shall not diligently proceed therewith to
completion.
Page 201 of 234
34177063.4
5
3.2 Remedies. In the event of a Default by Developer, in addition to any rights
that it may have hereunder, Declarant shall have the right to prosecute a proceeding at law or in
equity against any person who has violated or is attempting to violate any of the provisions
contained herein to (a) enjoin or prevent such person from doing so, (b) cause said violation to be
remedied, (c) recover damages for said violation, (d) withhold any permits, or (e) obtain any or all
of the foregoing. The results of every action or omission whereby any of the terms of the
Covenants are violated in whole or in part is hereby declared to be and to constitute a nuisance,
and every remedy allowed at law or in equity against a landowner for public or private nuisance
shall be applicable.
3.3 Inspection by Declarant. Upon reasonable prior notice to Developer of the
time and date of a proposed inspection and of the identities of the inspecting parties, Declarant
may, from time to time, at any reasonable hour, enter upon and inspect the Development Parcels
(other than the interior of any buildings located on the Development Parcels) to ascertain
compliance by Developer with the terms and conditions contained herein.
4.General.
4.1 No Implied Waiver. No failure by Declarant to insist upon the strict
performance of any of the terms contained herein, no failure by Declarant to exercise any right or
remedy contained herein, and no acceptance of full or partial payment during the continuance of
any Default by Developer, shall constitute a waiver of any obligation, restriction, right, or remedy
hereunder.
4.2 Notices. All notices required or permitted hereunder shall be in writing and
shall be delivered in person or by e-mail, by overnight courier, or by registered or certified mail,
postage prepaid, return receipt requested, to such Party at its address shown below, or to any other
place designated in writing by such Party:
To Declarant: Daniel Poremba
Chief Redevelopment Officer
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
(720) 480-2139
dporemba@englewoodco.gov
With a copy to: Brad Power
Director of Community Development
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
(303) 762-2342
bpower@englewoodco.gov
And a copy to: Tamara Niles, Esq.
City Attorney
Page 202 of 234
34177063.4
6
City Attorney Department
Englewood Civic Center
1000 Englewood Parkway
Englewood, CO 80110
tniles@englewoodco.gov
And a copy to: Kirsten Crawford, Esq.
Kaplan Kirsch LLP
1675 Broadway, Suite 2300
Denver, CO 80202
(303) 825-7000
kcrawford@kaplankirsch.com
To Developer: New Englewood, LLC
c/o DPC Development Company
Chris King and Justin Lutgen
5675 DTC Blvd, Suite 275
Greenwood Village, CO 80111
(303) 796-8288
cking@dpccompanies.com
jlutgen@dpccompanies.com
With a copy to: New Englewood, LLC
c/o Ogilvie Partners, LLC
Stuart Ogilvie and Dustin Jones
2601 Blake Street, Suite 200
Denver, CO 80205
(303) 550-8500
stu@ogprops.com
dustin@ogprops.com
And a copy to: Brownstein Hyatt Farber Schreck LLP
Attn: Bruce A. James
675 15th Street, Suite 2900
Denver, CO 80202
(303) 223-1100
bjames@bhfs.com
4.3 No Oral Amendment or Modifications. No amendments, waivers, or
modifications of the terms and provisions contained herein, and no approvals, consents, or waivers
by Declarant under the terms of the Covenants, shall be valid or binding unless in writing and
executed by the Party to be bound thereby. Any covenant, condition, or restriction contained
herein may be terminated, extended, modified, or amended, as to the whole of the Development
Parcels or any portion thereof, only by the written consent of Declarant and the then-Owner of the
Development Parcels, subject to the Covenants. No such termination, extension, modification, or
Page 203 of 234
34177063.4
7
amendment shall be effective unless and until a proper instrument in writing has been executed
and recorded in the records of the Clerk and Recorder of Arapahoe County.
4.4 Severability. If any provision contained herein shall be held invalid, illegal,
or unenforceable, it shall not affect or impair the validity, legality, or enforceability of any other
provision contained herein, and there shall be substituted for the affected provision a valid and
enforceable provision as similar as possible to the affected provision.
4.5 Binding Effect. The Covenants shall be binding upon and inure to the
benefit of the Parties hereto and their respective successors and assigns. The covenants,
conditions, and restrictions contained herein shall be construed as covenants running with the
Development Parcels, and every person who now or hereafter owns or acquires any right, title,
estate, or interest in or to the Development Parcels are and shall be conclusively deemed to have
consented and agreed to every covenant, condition, and restriction contained in the Covenants,
whether or not any reference to the Covenants is contained in the instrument by which such person
acquires an interest in the Development Parcels.
4.6 Successors and Assigns of Declarant. A party shall be deemed a
“successor” or an “assign” of Declarant only if specifically designated in a duly recorded
instrument, as a successor or assign of Declarant under the Covenants. However, a successor to
Declarant by consolidation or merger shall automatically be deemed a successor and assign of
Declarant.
4.7 Captions for Convenience. All headings and captions used herein are for
convenience only and are of no meaning in the interpretation or effect of the Covenants.
4.8 Applicable Law. The Covenants shall be interpreted and enforced
according to the laws of the State of Colorado.
4.9 Exhibits Incorporated. All exhibits/attachments are incorporated herein and
made a part hereof as if fully set forth herein.
4.10 Time of Essence. Time is of the essence with respect to performance
required herein.
4.11 Cost of Legal Proceedings. In the event legal proceedings are commenced
with respect to the Covenants or the Development Parcels, the prevailing Party shall be entitled to
recover, in addition to any of the relief to which it is entitled, its costs and expenses incurred in
connection with such legal proceedings including, without limitation, reasonable attorneys’ fees.
4.12 Number and Gender. When necessary for proper construction hereof, the
singular of any word used herein shall include the plural, the plural shall include the singular, and
the use of any gender shall be applicable to all genders.
4.13 No Third-Party Beneficiaries. None of the terms, conditions, or covenants
contained herein shall be deemed to be for the benefit of any person other than Declarant, its
successors and assigns, and the City, and no other person shall be entitled to rely thereon in any
Page 204 of 234
34177063.4
8
manner, other than the City which is an intended third-party beneficiary and is entitled to enforce
these Covenants.
4.14 Counterparts. These Covenants may be executed by two (2) counterparts,
each of which, when executed, shall be deemed an original and both of which together shall be
deemed one and the same instrument.
[Signature Pages Follow]
Page 205 of 234
34177063.4
Signature Page to
CityCenter Core Area Covenants
IN WITNESS WHEREOF, the Parties have executed these CityCenter Core Area
Covenants as of the Effective Date.
DECLARANT:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this ___ day of ___________, 2025,
by Othoniel Sierra, as Mayor of the City of Englewood, a Colorado home-rule municipality.
WITNESS my hand and official seal.
My commission expires:
Notary Public
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 206 of 234
34177063.4
Signature Page to
CityCenter Core Area Covenants
DEVELOPER / OWNER:
NEW ENGLEWOOD, LLC, a Colorado limited liability company
By:
Name:
Its:
STATE OF COLORADO )
) ss.
COUNTY OF ARAPAHOE )
The foregoing instrument was acknowledged before me this ___ day of ___________, 2025,
by _____________________, as _____________________ of New Englewood, LLC, a Colorado
limited liability company.
WITNESS my hand and official seal.
My commission expires:
Notary Public
Page 207 of 234
34177063.4
Attachment 1 to
CityCenter Core Area Covenants
ATTACHMENT 1
to CityCenter Core Area Covenants
Legal Descriptions of the Development Parcels
Parcel B.3
Lot 4, Block 3, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.1
Lot 1, Block 8, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Parcel C.2
Lot 1, Block 7, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado.
Block D
Lot 2, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado;
AND
Lot 3, Block 9, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of
Colorado;
AND
THAT PORTION OF THE SOUTHWEST ¼ OF SECTION 34, TOWNSHIP 4 SOUTH, RANGE
68 WEST OF THE 6TH PRINCIPAL MERIDIAN, MORE PARTICULARLY DESCRIBED AS
FOLLOWS:
COMMENCING AT THE SOUTHWEST CORNER OF SECTION 34, TOWNSHIP 4 SOUTH,
RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN; THENCE NORTHERLY
ALONG THE WEST LINE OF SAID SECTION 34 A DISTANCE OF 68.00 FEET TO A POINT
ON THE NORTH LINE OF WEST HAMPDEN AVENUE; THENCE ON AN ANGLE TO THE
RIGHT OF 90 DEGREES 07 MINUTES 26 SECONDS AND ALONG SAID NORTH LINE A
DISTANCE OF 381.00 FEET TO THE POINT OF BEGINNING; THENCE CONTINUING
Page 208 of 234
34177063.4
Signature Page to
CityCenter Core Area Covenants
ALONG THE AFORESAID COURSE A DISTANCE OF 120.00 FEET; THENCE ON AN
ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF
130.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90 DEGREES 00 MINUTES 00
SECONDS A DISTANCE OF 120.00 FEET; THENCE ON AN ANGLE TO THE LEFT OF 90
DEGREES 00 MINUTES 00 SECONDS A DISTANCE OF 130.00 FEET TO THE POINT OF
BEGINNING, COUNTY OF ARAPAHOE, STATE OF COLORADO.
Tract H
Tract H, Englewood CityCenter Subdivision, Filing No. 1, County of Arapahoe, State of Colorado.
Page 209 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
EXHIBIT H to Partial Termination and Conveyance Agreement
Form of Partial Lease Termination
PARTIAL TERMINATION OF THE GROUND LEASE
This PARTIAL TERMINATION OF THE GROUND LEASE (this “Termination”) is
made and entered into as of ___________________, 2025 (the “Effective Date”), by and between
CITY OF ENGLEWOOD, a Colorado home-rule municipality (the “City”), and NEW
ENGLEWOOD, LLC, a Colorado limited liability company (“Developer”), an affiliate of DPC
Development Company, a Colorado corporation, and Ogilvie Partners, LLC, a Colorado limited
liability company. The City and Developer are also referred to herein collectively as the “Parties”
and individually as a “Party.”
Recitals
A.In connection with the redevelopment of the former Cinderella City Mall, the City,
through the Englewood Environmental Foundation, Inc., a Colorado nonprofit corporation
(“EEF”) as “Landlord”, and Weingarten/Miller Englewood Joint Venture, a Texas joint venture
(“WME”), as “Tenant”, entered into a Ground Lease dated August 4, 2000, as evidenced by that
certain Memorandum of Lease dated and recorded on August 4, 2000 at Reception No. B0096247
in the real property records of Arapahoe County, Colorado (the “Records”), as amended by that
certain Amendment to Memorandum of Lease between EEF and WME, dated June 1, 2007 and
recorded on June 25, 2007 at Reception No. B7080275 in the Records (together, the “Ground
Lease”), with respect to certain real property as legally described therein (the “Property”).
B.For reasons unrelated to redevelopment plans, EEF’s interest as Landlord in and to
the Property was conveyed to the City pursuant to that certain Quitclaim Deed dated as of
September 25, 2023, and recorded on September 29, 2023 at Reception No. E3067360 in the
Records.
C.Pursuant to an Agreement for Sale and Purchase of Property, Developer acquired
the tenant’s interest in the Property under the Ground Lease on December 20, 2024, and the
Englewood City Council approved a resolution entitled “Resolution Authorizing An Assignment
of the August 4, 2000 CityCenter Ground Lease to New Englewood.”
D.In furtherance of the redevelopment of the Property and the City’s Civic Center
Property, the Parties entered into that certain Partial Termination of Ground Lease and Conveyance
of Property Agreement dated _______________, 20__ (the “Agreement”).
E.Pursuant to the Agreement, the Parties desire to partially terminate the Ground
Lease in accordance with the terms and conditions set forth herein.
Page 210 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
Agreement
NOW, THEREFORE, for good and valuable consideration, the receipt, sufficiency, and
validity of which are hereby acknowledged, City and Developer agree as follows:
1.Termination. The Ground Lease as it applies to __________, as legally described
on Attachment 1 attached hereto and incorporated herein (the “Release Parcel(s)”) is hereby
terminated and shall be of no further force and effect. The Ground Lease shall remain in effect as
it relates to any portion of the Property that does not include the Released Parcel(s).
2.Governing Law. This Termination shall be governed by and construed in
accordance with the laws of the State of Colorado.
3.Authority. Each person executing this Termination on behalf of a party to this
Termination hereby represents and warrants that they have the authority to execute this
Termination on behalf of such party.
4.Counterparts. This Termination may be executed in counterparts, and it shall not
be necessary that any one of the counterparts be executed by all of the parties hereto. Each fully
or partially executed counterpart shall be deemed an original, but all such counterparts taken
together shall constitute but one and the same instrument. This Termination may be executed in
multiple copies and delivered by facsimile or email “PDF” transmission, each of which shall be
deemed to be an original for all purposes and delivered as if delivered in person.
[Signature page follows]
Page 211 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
IN WITNESS WHEREOF, the Parties have executed this Termination as of the Effective
Date.
DEVELOPER:
NEW ENGLEWOOD, LLC, a Colorado limited liability company
By:
Name:
Its:
THE CITY:
CITY OF ENGLEWOOD, a Colorado home-rule municipality
By:
Othoniel Sierra, Mayor
ATTEST:
By:
Stephanie Carlile, City Clerk
Page 212 of 234
Exhibit H to
Partial Termination of Ground Lease and Conveyance of Property Agreement
ATTACHMENT 1
to
Partial Termination of the Ground Lease
Legal Description(s) of the Released Parcel(s)
[To be inserted]
Page 213 of 234
Schedule 1 to
Partial Termination of Ground Lease and Conveyance of Property Agreement
SCHEDULE 1
to Partial Termination and Conveyance Agreement
Due Diligence Materials
(a)Copies of all service contracts affecting Parcel B.3, Parcel B.4, and Parcel B.5;
(b)Copies of any surveys, plans, specifications, and similar materials with respect to Parcel
B.3, Parcel B.4, and Parcel B.5 which are in New Englewood’s possession;
(c)Copies of all uncured notices of violation with respect to Parcel B.3, Parcel B.4, and Parcel
B.5;
(d)Copies of the latest tax bills for Parcel B.3, Parcel B.4, and Parcel B.5 and any assessment
or reassessment notices;
(e)A summary of (which shall include the declarations page) or copies of all insurance policies
with respect to Parcel B.3, Parcel B.4, and Parcel B.5;
(f)Copies of all inspection reports, engineering reports, environmental assessments, and
assessments of Parcel B.3, Parcel B.4, and Parcel B.5 which are in New Englewood’s
possession;
(g)Copies of any title work, including but not limited to, title reports and title commitments
for Parcel B.3, Parcel B.4, and Parcel B.5 in New Englewood’s possession; and
(h)Copies of any ALTA surveys and Phase I and Phase II to Environmental Site Assessment
reports with respect to Parcel B.3, Parcel B.4, and Parcel B.5 in New Englewood’s
possession.
(i)All of the foregoing information shall be identified as “Confidential Information” not
otherwise disclosable under applicable open record laws and regulations.
Page 214 of 234
Schedule 2 to
Partial Termination of Ground Lease and Conveyance of Property Agreement
SCHEDULE 2
to Partial Termination and Conveyance Agreement
Permitted Exceptions
[To be inserted]
Page 215 of 234
Schedule 3 to
Partial Termination of Ground Lease and Conveyance of Property Agreement
SCHEDULE 3
to Partial Termination and Conveyance Agreement
City of Englewood Community Engagement Process for the CityCenter Core Area
The Parties agree that prior to New Englewood’s submittal of any formal project applications to
the City, New Englewood representatives shall conduct a community engagement process as
mutually agreed to by the Parties. The purpose of the community engagement process will be to
familiarize the Englewood community with the Initial Concept Plans, as updated by New
Englewood, in collaboration with City staff, during the predevelopment phase.
The public engagement process shall initially focus on updates to the parcels depicted on the Initial
Concept Plans, including specific aspects of the vertical improvements planned for Parcel C.2 and
Parcel C.1, and receiving input regarding the potential future redevelopment of the City’s Civic
Center Property. Subject to refinements mutually agreed to by the Parties, the community
engagement process shall include at least the following elements:
a)Two (2) public meetings (each of which will allow for both in-person and online
participation);
b)At least one (1) presentation to the Board of the EDDA;
c)At least one (1) study session presentation to the City Council;
d)Quarterly updates to the City’s “Engage Englewood” webpage and other social
media devoted to CityCenter redevelopment. By way of example and not
limitation, material redevelopment events may include execution of amendments
to existing documents (Master ECR, Residential ECR, RTD Project Agreement),
site plan approval, etc.
Later in the process, after the anticipated Predevelopment Agreement has been executed, New
Englewood representatives will also provide additional public briefings (similar to the above list)
pertaining to the current redevelopment plans for all of the CityCenter Core Area, including the
Ground Lease Property and the Civic Center Property.
Page 216 of 234
Study Session re: CityCenter Ground
Lease Termination Agreement
Presented By: Tim Dodd, Deputy City ManagerKevin Engels, Finance ManagerShawn Lewis, City ManagerTamara Niles, City AttorneyDan Poremba, Chief Redevelopment OfficerBrad Power, Director of Community DevelopmentReal EstateFinance Consultant:Mark Tompkins, Strae Advisory Services
Outside Counsel:Kirsten Crawford, Kaplan Kirsch
Ogilvie Partners: Dustin Jones & Stuart Ogilvie
DPC Companies: Justin Lutgen & Chris King
(Ogilvie Partners and DPC Companies are the
partners in New Englewood LLC, the ground lessee
on the former Weingarten property)
September 8, 2025
Pa
g
e
2
1
7
o
f
2
3
4
CityCenter Ground Lease Background
Following the August 2018 foreclosure of the bond debt on the former Weingarten
property, City Council authorized steps to encourage the combined redevelopment of
the former Weingarten property and the adjacent city property (in red and blue on the
slide 4 site plan)
These steps reflected a good faith commitment by Council for the eventual termination
of the ground lease and expectation that the buyer of the ground lease interest would
also be selected by the City as the Master Developer of both the former Weingarten
property and the adjacent city property.
After many false starts, LNR Partners sold the foreclosed ground lease interest to New
Englewood, LLC a joint venture of Ogilivie Partners and DPC Companies, both of
Denver.
2
Pa
g
e
2
1
8
o
f
2
3
4
CityCenter Ground Lease Termination Background
Following a November 25, 2024, City Council resolution approving the assignment of
the ground lease from LNR to New Englewood, the acquisition of the ground lease
interest closed on December 20, 2024.
Council met with New Englewood representatives on March 3, 2025, and conducted
executive sessions on March 10, April 14, and July 21, 2025.
Council directed New Englewood representatives and City staff, counsel and
consultants to negotiate and draft a ground lease Termination Agreement, which is
ready for Council’s formal review and consideration (if directed, first reading will be on
9/15/25).
3
Pa
g
e
2
1
9
o
f
2
3
4
Ground Lease Termination Agreement – Three Overall Phases
The ground lease Termination Agreement
addresses council’s focus on
redevelopment accountability in a number
of ways.
Before the Termination Agreement is
summarized, the New Englewood team
will re-introduce themselves and briefly
summarize their qualifications.
4
Pa
g
e
2
2
0
o
f
2
3
4
ENGLEWOOD CITYCENTER REDEVELOPMENT
New Englewood, LLC
5
Pa
g
e
2
2
1
o
f
2
3
4
6
New Englewood, LLC is jointly managed between DPC Development Companies and Ogilvie
Partners, LLC. The four principals include Christopher King, Stu Ogilvie, Justin Lutgen, and
Dustin Jones who will be responsible for the redevelopment of Englewood CityCenter.
Stu has been President of OP for the past 30 years while Christopher has been CEO of DPC for
the past 25 years. Our diverse set of skills allows us to work on complex projects from simple
ground up construction to master planning redevelopments with TIF.
Ogilvie’s experience as a developer and owner of real estate
spans all product types; from retail ground-up build to suits to
medical buildouts, and use conversions, we have collectively
been involved in billions of dollars of development and
commercial real estate transactions.
Founded in 1986, DPC Development Companies is a Colorado-
based, privately held firm specializing in the acquisition and
development of commercial real estate. Today, we are actively
engaged in a patient and disciplined search for exiting value-
add properties and development opportunities in growing
markets.
6
Pa
g
e
2
2
2
o
f
2
3
4
7
Former Sports Authority HQ Redevelopment
(Englewood, CO)
Live, Work and Play!
The Sports Authority redevelopment directly adjacent to Englewood City
Center, was purchased by OPI through an LLC in 2017 and encompasses 2
vacant buildings totaling 210,000 square feet on 15 acres. After securing
EarthTreks (now “Movement”) to a long-term lease in a portion of the South
building, we converted the remainder of the space to industrial through a
major renovation, without any leases in place.
Simultaneously, we converted the North building to a self storage facility via
a large renovation. We successfully leased the self storage facility and the
remaining industrial vacancy, stabilizing the asset. This left the project with
approximately 4.5 acres of vacant parking that was no longer necessary and
had a much higher and better use.
Through a lengthy collaborative process with all stakeholders involved and in
working closely with the City of Englewood, Chamber of Commerce, and the
surrounding residential and commercial neighbors, City Council graciously
approved our application to rezone the property to allow for multifamily
while simultaneously approving our site plan for the development. This
allowed of the new development of approximately 300 units which recently
opened to the Englewood Community. This was a perfect mixed use
repurpose for a defunct office building that could have remained vacant for
decades if it wasn’t handled appropriately.
Total Project Value : $175,000,000
7
Pa
g
e
2
2
3
o
f
2
3
4
8
Cherry Creek Corporate
Redevelopment
(Glendale, CO)
DPC worked with the City of Glendale to redevelop a
594,00 SF site that was classified as blighted, to a
strong mixed -used multifamily, retail and office
project.
DPC was able to:
•Re-zone a portion of the site for 350 multi-family
units.
•Build a 1,000-stall parking garage for use for by
both office users and the City’s 4 Mile District.
•Purchase and demolish a fire damaged apartment
building located next to the City Event Center. DPC
cleaned up the site and developed parking to give
to the city in return for bond capacity.
•Exit the asset with three separate sales.
Total Project Value: $200,000,000
Cherry Creek
Corporate
8
Pa
g
e
2
2
4
o
f
2
3
4
Phase 1 – Partial Ground Lease
Termination and Title Transfer
City terminates ground lease
and conveys title on Block D and
Parcel C.2 to New Englewood
(green diagonal lines).
Simultaneously, New Englewood
conveys 24-Hour Fitness building
(Parcel B.4) and plaza retail
(Parcel B.5) to the City (solid
green).
New Englewood also grants a 2-
year purchase option to the City
to purchase the Tokyo Joe’s
building (Parcel B.3) in the
amount of $3.5M (green vertical
lines).
49
Pa
g
e
2
2
5
o
f
2
3
4
Phase 2- Predevelopment
Agreement (“PDA”)
Lease termination on Parcel C.1 (red
diagonal lines) and Tokyo Joe’s (red
vertical lines) is contingent on
redevelopment breaking ground on
Parcel C.2 (Phase 1).
City purchase option on Tokyo Joe’s
(Parcel B.3) terminates once
development starts on Parcel C.2.
New Englewood commits to
perform predevelopment tasks on
Block C and Block B, including:
o Community engagement,
o Concept Plan updates to reflect
public input, market analysis,
etc.,
o A commitment to spend
$300,000 on these tasks over 2
years.
510
Pa
g
e
2
2
6
o
f
2
3
4
Phase 3 - Master Development
Agreement (“MDA”)
Subject to New Englewood’s
performance of the Predevelopment
Agreement, the parties may enter
into a Master Development
Agreement also governing the
City’s Block B property west of Inca
(blue diagonal lines).
If redevelopment commences on
Block C.2, the City’s option to
purchase Tokyo Joe’s terminates
(B.3; blue vertical lines) and New
Englewood intends to include
Tokyo Joe’s in future Block B
redevelopment efforts.
11
Pa
g
e
2
2
7
o
f
2
3
4
All Phases
Green = Phase One
Red = Phase Two
Blue = Phase Three
If New Englewood does not
commence redevelopment on
Parcel C.2, the ground lease is not
terminated on Parcels C.1 and B.3
(phase two) and a Master
Development Agreement is not
formulated on Block B (blue
diagonal lines).
The City would have a two-year
option to purchase Parcel B.3 for
$3.5 million (blue vertical lines).
The option terminates once
redevelopment commences on C.2.
12
Pa
g
e
2
2
8
o
f
2
3
4
Background - Revised Concept Plan #1 13
Concept Plan #1 assumes that the Civic Center building is demolished and the 24-Hour
Fitness building is repurposed as the new Civic Center (or other locations are pursued)
Illustrative Development Plan
Residential
Units
Hotel
Units
Retail/
Office SF
B1 125
B3 200
C1 344
C2 358 24,000
B2 170
B4**42,000
B5 20,000
Total 1,027 170 86,000
Open Space = 3.44 ac.
Total Parking = 2020 stalls
**24hr Fitness building repurposed as
Civic Center
Concept Plan #1
and #2 (next slide)
were the result of a
2023 joint planning
study between City
Council, the EDDA
Board and
representatives of
LNR Partners.
These plans will
now be the basis of
the starting “Master
Plan” to be further
modified by New
Englewood and the
City of Englewood.Pa
g
e
2
2
9
o
f
2
3
4
Background - Revised Concept Plan #2 14
Concept Plan #2 assumes current Civic Center building remains
Illustrative Development Plan
Residential
Units
Hotel
Units
Retail/
Office SF
B1 60
B3 200
B4 125
C1 344
C2 359 24,000
B2 100
B5**142,000
B6 20,000
Total 1,088 100 186,000
Open Space = 2.55 ac.
Total Parking = 2000 stalls
**Existing Civic Center Bldg
Pa
g
e
2
3
0
o
f
2
3
4
Ground Lease Termination – Major Issues Resolved
The three major issues on which New Englewood recently agreed, following city council
direction.
1.New Englewood agreed to apply the covenants to Block D.
2.New Englewood agreed to the covenants being in place permanently on all of the
ground leased property as proposed by the City
Making the covenants permanent and also applying them to Block D will provide
some long-term protection for the City once the ground lease is terminated.
3.New Englewood agreed to keep liquor stores as a prohibited use, as requested by the
City, but allow approval by the City Manager or their designee for specific store
concepts and operators.
15
Pa
g
e
2
3
1
o
f
2
3
4
Ground Lease Termination – Value Analysis
Council requested a third-party appraiser to confirm the value analysis
previously provided by Strae Advisory Services
THK Associates independently confirmed the 2025 market values determined
by the Arapahoe County Assessor are reasonable by reviewing comparable
specific and similar properties and transactions.
The value analysis confirms that the value to be received by the City for
terminating the ground lease exceeds the value given up by the City in
terminating the lease and transferring title to New Englewood.
The 2022 economic impact study by ArLand Land Use Economics,
redevelopment indicated that redevelopment will likely add millions of dollars
in additional fiscal and economic value for the City.
16
Pa
g
e
2
3
2
o
f
2
3
4
Ground Lease Termination – Values Analysis – cont.17
Value Received by the City of Englewood Value Given by the City of Englewood
Pa
g
e
2
3
3
o
f
2
3
4
Council Questions and Discussion 18
Pa
g
e
2
3
4
o
f
2
3
4