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HomeMy WebLinkAbout2006-07-24 (Regular) Meeting Agenda Packet·--- Regular City Council Meeting July 24, 2006 Ordinance #~~26, 27, 28, 29 Resolution 01, 72, 73, 74, 75, 76, 77, 78, 79 1 . Call to Order ENGLEWOOD CITY COUNCIL ENGLEWOOD ,ARAPAHOECOUNTY,COLORADO Regular Session July 24, 2006 The regular meeting of the Englewood City Council was called to order by Mayor Wolosyn at 7 :33 p.m . 2 . Invocation The invocation was given by Council Member Barrentine . 3 . Pledge of Allegiance The Pledge of Allegiance was led by Mayor Wolosyn . 4 . Roll Call Present: Absent: A quorum was present. Council Members Tomasso , Moore , Barrentine , Oakley, Mccaslin , Woodward, Wolosyn None Also present: Acting City Manager Flaherty City Attorney Brotzman City Clerk Ellis Deputy City Clerk Bush Director Olson, Safety Services Senior Planner Graham , Community Development Director Gryglewicz , Finance and Admin istrative Services Director Black , Parks and Recreat ion Economic Development Coord inator Holl ingsworth Director Kahm , Public Works Open Space Manager Lee , Parks and Recreat ion Co mmun ity Deve lopment Manager St itt Golf Course Operations Coordinator P ickens, Parks and Recreati o n Golf Course Operations Coordinator Rhoades, Parks and Recreation Golf Course Supervisor Niles , Parks and Recreation Police Commander Watson, Safety Services Fire Training Services Chief Stovall, Safety Services 5 . Consideration of M inutes of Prev ious Session (a) COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED , TO APPROVE THE M INUT ES O F THE REGULAR CITY COUNCIL MEETING OF JULY 10, 2006. Mayor Wolosyn asked if there was any discussion . There was none . V ote resu lt s : Motion carried . Ayes : Nays : Absta in : Council Members Mccaslin , Moore , Wolosyn , Woodward , Tomasso, Oakley None Council Member Barrentine Englewood City Council July 24, 2006 Page2 6 . Recognition of Scheduled Public Comment (a) Jan ice Gerten was scheduled to discuss art in Englewood . She was not present. (b) J im Glasscock, Englewood Mason ic Lodge , said I would l ike to thank City Council for your support of our redevelopment of the ground over there at 3500 South Sherman Street ... of our 1.6 acres that we have there . This Thursday night , July 2ih ... you have a flyer in front of you ... we are having a closing ceremony . Instead of laying a cornerstone we are going to be taking the cornerstones out. In that building there are two cornerstones. One of them we know has information in it from when they laid the cornerstone in 1956 for the Englewood Lodge facility , but we also have the cornerstone from the old original Lowell School which was built in 1910 . Hopefully , we will find out if there is anything beh ind that stone ... it is a great mystery. So , this Thursday night, I would like to invite all of City Council to attend . The refreshments are at 6 o'clock, a little soc ial and then we will retire to the Lodge room for the closing ceremony . The Grand Lodge of Colorado w ill be the ones that are conducting that ceremony . The Grand Master and I will be the emcees . We will empty the contents of the box that is behind the cornerstone . I hope what is written in the minutes of the Grand Lodge is what is in that box. I would like to see all the City Council there and then, hopefully , in the next couple of months, we will have a ground breaking ceremony and then ask the Council and/or the Mayor to be present for that ceremony . Thank you very much for your time . Mayor Wolosyn said thank you for the invitation . That is a night my family will be in from Pennsylvania and I won't be here , but I look forward to the ground breaking . Thank you for the invitation . (c) Judy Scott from Relay for Life , said thanks ... I'm back again and Emily Huff from the American Cance r Society is hand ing each one of you a tee sh irt left from our relay and one of our programs . I wanted to thank you for supporting the 2nd Annual Relay for Englewood . We had a lot of support from the community as well as the businesses . In the program you will see some of the businesses listed and the community volunteers . As promised when I spoke to you before , we did canvas the neighborhood around the school, just li ke we did when we did it at the park a year ago , letting them know that we were holding the event and that we would be there all night long with our noise and our lights and that sort of thing . We had a really good response from that. We didn 't have any complaints . I have not heard of anything, I don't know if the City heard anything that wasn 't passed on to me , but some of the neighbors did come over to see what was going on ... they didn 't stay too long ... so we felt that was posit ive . I also wanted to tell you a little bit about the day itself. We had had no ra in all week, then it rained all afternoon while we were trying to set up . It put us a little bit behind . Then the Ma yor came and she actually voluntee red and set up cha irs for our surv ivor d inner wh ile she was wa it ing . So , tha n ks Olga for that. We started our open ing ceremon ies a li ttle bit late . We were kind of wa iting for the sun to co me out and the ra in to stop ... it d idn 't ... so it was raining . Olga was read ing the Proclamation that the City Council ha d iss ued a nd as she was doing that , the c louds were ki nd of parting and pretty soon the sun came out. I know that Olga was really smiling , because I brought the sun to the Relay an d we were all excited . But then we realized the crowd was looking up and there was a big rainbow above the stage . It kind of reminded all of us that we were there for a good cause and it made it special. It eventually stopped raining . The first lap we had 24 survivors from the Englewood community and 40 caregivers that were recognized and they led that first lap around the track . Then the teams kept somebody on the track all night long . And I wanted to tell you ... people participate for a number of reasons . W e had on e person th at walked 69 la ps and calcul ated that at 17 .25 miles . He d id 69 laps, because his mother died of cancer at age 69 . W e had somebody w ho walk ed because her girlfriend's child died of leukemia at 10 months o ld . W e ha d one survi vo r that was pu shed in a wheelchair . And, we had many who walked for loved ones that could not walk . W e had cam p sites set up on the practice field ... that went very well . I think if any neighbors w ere going to c omplain, it was the ones back there by the practice field and they didn 't. Everybody had a grea t time . Then the next morning w e had the closing ceremonies . The Executive Director of the American Cancer Society spoke and she led the last lap . The last lap was not to reach a finish line , because there is no finish line in the Relay and there won't be a finish until there is elimination of cancer as a major health concern . So , we really appreciate your support and the community's support for everyth ing that is done . And the results of our second year ... we had twice as many participants , we went from 14 teams partic ipating to 23 teams and we raised over $36,000 .00, which was almost double the money. It is a wonderful growth for a second year. It is amazing considering all the possible causes that people are asked to donate to , so for Englewood to come up with $36 ,000 .00 in our second year ... that is Englewood City Council July 24, 2006 Pagel fabulous. The money that we raise ... 60% of that does stay right here in the community for patient services for people with cancer. We had 24 survivors ... so they took part in that. And the rest goes to research nationwide . There have been many Nobel Prize winners that have been funded by the American Cancer Society. We are part of that bigger cause. So, thanks again for supporting us. I hope you will support us again next year and pass another proclamation as well . Plans are already underway. In fact, there was a committee meeting tonight, just prior to this meeting and people stepped forward to be on the Planning Committee next year . If you would like us to report back on that, we would be happy to . I will bring the Chairperson if you would like . We have two people who have stepped up to be co-chairs for next year. Mayor Wolosyn said I look forward to hearing more about that as the planning progresses . Ms . Scott said okay. Mayor Wolosyn said thank you. I know that our own Jim Woodward was a participant this year. Council Member Woodward said yes, I was. Ms. Scott said yes, he was . Ms . Scott said and hopefully, all of you will step up and be on a team or make a donation for next year's event. Mayor Wolosyn said thank you . (d) Kerry Falcone said I am here tonight because I live in Englewood and I own an ATV, a utility trailer, two vehicles in the process of restoration and I hear that now I am in violation of these codes that have been adopted . I called up the City Manager to find out when these codes were adopted and I see that from 1998 there were some code issues on trash . I had some branches in my alley that were left there by somebody else . The second issue ... of the utility trailers , those codes were adopted in 1998, 2002, 2003 and 2004 and the off-road vehicle ordinance looks like it was adopted in 2003 and 2004 . I purchased my property prior to that. I purchased my property simply because I did not want to live in a neighborhood with covenants and HOA's . I feel that I am perfectly capable of living my life without those things in effect. And , I am here tonight to request that this be put forth to the taxpayers of Englewood for a vote . And that these properties that were owned prior to when these codes were put into force, be considered to be grandfathered in . That is my proposal and that is why I am here tonight. The second reason is home owned businesses in Englewood . I have attempted two times since 1994 to start a business in my home at 4541 South Jason Street. I have been told both times that my home was not allowed to have a home business . One of my neighbors operates a business out of his home , along with many other neighbors . And, that is my other issue to the City Council ... is when was that ordinance or code was changed? Mayor Wolosyn said thank you . Ms. Falcone said okay . 7. Recognition of Unscheduled Public Comment There were no unscheduled visitors . 8 . Communications, Proclamations and Appointments (a) A proclamation declaring August 1, 2006 as National N ight Out was considered . COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED, TO APPROVE A PROCLAMATION DECLARING AUGUST 1, 2006 AS NATIONAL NIGHT OUT . Mayor Wolosyn asked if there was any discussion . There was none . Vote results : Motion carried . Ayes : Council Members Barrentine, Mccaslin , Moore , Wolosyn , Woodward , Tomasso, Oakley Nays : None Mayor Wolosyn presented the proclamation to Director Olson . Englewood City Council July 24, 2006 Page4 9. Consent Agenda COUNCIL MEMBER WOODWARD MOVED, AND IT WAS SECONDED , TO APPROVE CONSENT AGENDA ITEMS 9 (a) (i), (ii), 9 (b) (i), (ii) AND 9 (c) (i). (a) Approval of Ordinances on First Reading (i) COUNCIL BILL NO . 30, INTRODUCED BY COUNCIL MEMBER WOODWARD A BILL FOR AN ORDINANCE AUTHORIZING THE DELEGATION TO THE CITY AND COUNTY OF DENVER , COLORADO THE AUTHORITY OF THE CITY OF ENGLEWOOD , COLORADO WITH RESPECT TO THE ISSUANCE OF SINGLE FAMILY HOME MORTGAGE REVENUE BONDS (THE "BONDS") TO FINANCE RESIDENTIAL HOUSING FACILITIES FOR LOW AND MIDDLE INCOME PERSONS AND FAMILIES WITHIN THE CITY OF ENGLEWOOD, COLORADO AND CERTAIN OTHER CITIES AND COUNTIES IN THE STATE OF COLORADO; APPROVING SUCH BONDS AND A SINGLE FAMILY MORTGAGE LOAN PROGRAM ; AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DELEGATION AGREEMENT AND OTHER DOCUMENTS IN CONNECTION THEREWITH . (ii) COUNCIL BILL NO . 33 , INTRODUCED BY COUNCIL MEMBER WOODWARD A BILL FOR AN ORDINANCE AUTHORIZING ASSIGNMENT TO THE COLORADO HOUSING AND FINANCE AUTHORITY, A PRIVATE ACTIVITY BOND ALLOCATION OF THE CITY OF ENGLEWOOD, ARAPAHOE COUNTY, COLORADO PURSUANT TO THE COLORADO PRIVATE ACTIVITY BOND CEILING ALLOCATION ACT. (b) Approval of Ord inances on Second Read ing (i ) ORDINANCE NO . 24 , SERIES OF 2006 (COUNCIL BILL NO . 25 , INTRODUCED BY COUNCIL MEMBER WOODWARD) AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY (EPA) AND THE CITY OF ENGLEWOOD , COLORADO , FOR THE ISSUANCE OF FISCAL YEARS 2006, 2007 AND 2008 STATE AND TRIBAL ASSISTANCE GRANTS (STAG) FOR THE LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT PHASE 2 EXPANSION PROJECT. (ii ) ORDINANCE NO . 25 , SERIES OF 2006 (COUNCIL BIL L NO . 26 , INTRODUC ED BY COU NCIL MEMBE R WOODWARD ) AN ORDINANCE GRANTING A UTILITY EASEMENT TO QWEST TELECOMMUNICATIONS CORPORATION (QWEST) FOR INSTALLATION OF A BURIED TELEPHONE SERVICE AT 2900 SOUTH PLATIE RIVER DRIVE (LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT) AND 2800 SOUTH PLATIE RIVER DRIVE (ENGLEWOOD SERVICENTER). (c) Resol uti o ns an d Mot io ns (i) RES O LUTIO N NO. 70, SE RI ES OF 2006 A RESOLUTION AUTHORIZING THE EXTENSIO N OF A UNIFOR M SUPPLY CONTRACT INSTEAD OF THE COMPETITIVE BID PROCESS UNDER SECTION 116 (b) OF THE HOME RULE CHARTER A ND SECTION 4- 1-3 OF THE ENGLEWOOD MU NI CIPAL CODE 2000 . Vote results : Ayes : Council Members Barrentine , Mccaslin , Moore , Wolosyn , Woodward , Tomasso , Oakley Nays : None Englewood City Council July 24, 2006 Page 5 Motion carried . 10 . Public Hearing Items (a) Mayor Wolosyn said this is a Public Hearing to discuss the proposed lease of property and golf course design related to the planned Sheridan Urban Renewal Authority redevelopment project. COUNCIL MEMBER MOORE MOVED , AND IT WAS SECONDED, TO OPEN THE PUBLIC HEARING TO DISCUSS THE PROPOSED LEASE OF PROPERTY AND GOLF COURSE DESIGN RELATED TO THE PLANNED SHERIDAN URBAN RENEWAL AUTHORITY REDEVELOPMENT PROJECT. Ayes : Council Members Barrentine , Mccaslin , Moore , Wolosyn , Woodward, Tomasso , Oakley Nays : None Motion carried and the public hearing opened . All witnesses were duly sworn . Mayor Wolosyn said Douglas Garrett who was our former Mayor, and helped begin the d iscussions with Sheridan , agreed to stay on as our gratis counsel. We are so grateful to have the same voice help ing us w ith this discussion . She said thank you Doug . Douglas Garrett , an Englewood resident , said I'm spec ial counsel to the City Council. At this time I would like to submit Proof of Publication of the Notice of Public Hear ing . Approximately a year ago , City Council directed Jerrell Black and I to start d iscussions with Miller Weingarten on the possibility that the City may be interested in entering into a lease with the developer for a port ion of the golf course . The development runs , basically , from Brady Court on US 285 , swings around , h its Santa Fe and then sw ings south to Oxford . It rep resents approximately 53 or 54 acres of the golf course . After several months of negotiation an agreement and principles were reached and we had a public forum in July of 2005 . I am happy to report that , in essence , the principal terms from that public forum have not changed , with a few minor exceptions . This hearing is the culminat ion of a year long process of working out the details of a very complex negotiation that involved environmental issues , golf course issues, lease issues, fill d irt issues and a variety of things . He said, why is Englewood considering doing this lease? The major reason is the ability to take an amenity ... which is our golf c ou rse ... and upgrade it substantially. As we all know , rounds in the Denver area have been going down and the efforts to en hance our golf course ... improve the front s ide, the Par 3 and the driving range ... make people wan t to come and play our golf cou rse more . To th is end , the Dr iving Range , Pa r 3 and the front nine will sh ift to the wes t utilizi ng some of the property that we own on the west s ide of the river , bu t east of the back nine . The developers engaged Dye Designs under the d irection of Perry Dye , who is here this evening , to complete tha t d esign a nd after ma ny effo rts at worki ng on des igns , we now have what we call Concept-K wh ich is designed for the golf course . It is posted in the lobby here for peopl e to see . It is estim ated that the construction of the golf course will be approximately 5.5 million dollars. That is about a million more for the developer than we estimated last summer. During the construction and for a period of two years thereafter, Englewood is protected for our loss of profits, as well as our expense shortfall that we have during that interim. It is anticipated that in September of this year construction of the new front nine , Par 3 and Driving Ra nge will commence and it w ill be completed in May of 2008 . During t hat time, the Cl ub Ho use an d its faci lit ies , inc lud ing the restaurant and the back nine, will remain availab le to t he publ ic . A lso, beca use ou r Ju nior P rog ram is very important to the City, the developer will be providing a tempo rary facility ... sort of o n th e west si de of th e property next to the Club House .. .for that program next summer . N ow the lease itse lf, whic h is befo re us t h is eve ni ng , is a 20 year lease with three 20 year options . Englewood would be paid 4 .19 million do llars up fro nt for the le ase, minus $150,000 .00 that has been previously deposited with the City to cover our negotia ting expe nse. That is a little bit down from the 4 .25 million that we talked about last year, but w e also now have $9 00 ,00 0 .00 fo r the aggregate in total for the option periods over the next 60 years . In addition, the developer and the City have agreed to an additional payment of $650 ,000 .00 to help reflect the need for the City to have oversigh t on both the golf course and the lease property developments . As you might suspect , as the landowner of a landfill, there are lots of environmental issues that we had to deal with . Because of our status as the owner, we have liability on that former landfill. As a result of this development , we have been able to shift a major portion of that liability to the developer. Because of that shift, the developer has been working on a cleanup plan . The Englewood City Council July 24, 2006 Page 6 developer has developed a voluntary cleanup plan w ith the Colorado Department of Health and Environment for both the lease property and the golf course that w ill m itigate a lot of the pollut ion that is now with that landfil l. The City will receive insurances , indemnifications and guarantees for any of the environmental risks that have been shifted . There are several documents that are important. First is the lease . That property will be used by the developer to develop its retail project. The agreement is with the Sheridan Redevelopment Agency . The City of Sheridan created an Urban Renewal District for the development of the project. It is my understanding that this Agency will discuss this matter on Wednesday night. There is also an Assignment and Assumption Agreement, which the Sheridan Redevelopment Agency will assign its obligations under the lease to Weingarten Miller Sheridan, LLC, which is the developer of this project. There will be a guarantee for many of the obligations . That guarantee will be with Weingarten Realty Investors, which is a publicly traded real estate investment trust with a net worth in excess of one hundred m illion dollars . Of course, there is a development agreement for the golf course, which will include those items I discussed previously . Now even with the passage of the lease tonight and if Council passes it on second reading in August , the lease does not go effective unless there is a clos ing . And so , all of the agreements must be finalized and executed before that can take place . Many people at the City have worked on this project. I think I would like to recognize some of those folks this evening . We have had some outside help from Mike Miller, Norm Higley , Dave Robbins, Jennifer Hunt, Bill Major, Serge Hanson, Bruce Behrer , Liz Payson and Denise Larson . Your own City staff under Public Works with Rick Kahm, Dave Henderson; Parks and Rec with Dave Lee , Bob Spada and Jerrell Black and Wayne Niles ; and others include our City Attorney Dan Brotzman and Gary Sears and Mike Flaherty from the City Manager's office . These people have put in a lot of time over the last year to make this project happen . I can take some questions now. We also know there will be other people making public comment. Because of that , we have all the experts here that were working on this project. .. from environmental to legal to golf course des ign ... to help answer questions from the citizens ... e ither in th is public forum or after the Public Hearing closes , we will retire to the lobby where we have the drawings and will be able to answer everybody's quest ions informally in that env ironment as well. So , I will answer any questions you have now or I will be glad to come back and address some of the issues that are ra ised . Mayor Wolosyn asked if Council had any questions . Council Member Barrentine said would you have the people who have worked on that. .. that would be able to answer people's questions out there ... please stand up? Mr . Garrett said yes and asked them to please stand up ... all those who can answer questions . Ms . Barrent ine sa id thanks Doug . Steven Hoelter, an Englewood resident , sa id I am in oppos it ion to this . One ... I think 80 years is too long . haven 't heard anyth ing yet about who is going to fund all the infrastructure , but I am sure that will be addressed here tonight. I went arou n d door to door ... I found out about th is meeting in the Englewood Herald . It wasn 't in the little Citizen paper , except under Council Meet ing . Not everybody takes the Herald . I went around door to door to a lot of my ne ighbors and they didn 't even know anyth ing about t his proj ect going o n . A lot of peopl e went ... what? So, I think yo u guys let the pu blic know, but you really d idn't try to let all the Eng lewoo d citizens know. I think the Englewood Herald could have posted this meeting maybe a week earlier. People that subscribe to the Englewood Herald get it on a weekend and had that story been printed a week ago , maybe we would have had some more people here tonight on this , because I don 't think everybody is in favor of this. In my opinion, this is just another give-away ... corporate America . It's like these guys already went to Sheridan and let Sheridan use eminen t domain to throw people off their property . This is about. .. I am going to use the wo rd greed ... you know, yo u steal the pr o perty from a low income owner and you give it to a richer business man . Okay? This is going to be nothing but problems . And how about 20 years in between payments? Boy , I would like a loan like that. We are not a finance company . We are not a loan company . How are we protecting ourselves in case these guys decide to declare bankruptcy? A lot of corporations these days are finding it convenient just to declare bankruptcy to get away from paying their responsibilities . You know, maybe if we could see that the money w ould be put up ... all the money that is involved, except maybe the upfront 4 point million ... was put into an escrow account, that way we would have some protection and some leverage in case something happens . Who is to say that the economy is not going to go on another downturn and consumers are going to cut back on their spending and businesses won't be renting . What is to protect us in case they say ... hey, we're not renting property ... you know, we can 't pay our bills . And the other thing about it is, is that corporations after corporations , they get handouts from the US government , they get handouts from the State , they get handouts from the County and now they are coming here asking us citizens to give them even more. Englewood City Council July 24, 2006 Page 7 You know , we 're broke, we 're strapped, we can't take it anymore . Handout after handout ... it is like ... when w ill these guys learn to pull themselves up by their own bootstraps ... come in and bargain fairly, pay fair market value for their land, operate transparently and honestly and stand on the merits and quality of their own goods and services . The day and age of just corporate welfare . These are the first people at the top to complain about anybody on the lower end of the social ladder collecting anything from the Social Assistance program . An average working man ... you collect an unemployment check ... people at t he top just condemn you because you are doing it. I encourage City Council to rethink this lease ... make it a whole bunch more favorable to us or just say no to it. There is nothing wrong with that. How many shopp ing centers do we need within two or three miles of each other? And the other fact is , this is going to do nothing but suck tax base revenue from our area of town ... being so close . I don't see why you guys are even talking about this in the beginning . We struggle hard . You guys worked this really good to get Cinderella City, because you had to have the tax base . But now we are going to lose it. I don't think it is fair to these homeowners. We work hard for what little bit we have , but yet we are going to give more and more and more to the big guys that can afford to stand up . Like you said , these guys are worth what. .. over a hundred million dollars? Let them stand up on their own ... quit asking for a discount. They have already hosed the citizens of Sheridan ... supposedly. That is my opinion on it. I appreciate it and thank you very much for listening to me . I encourage you guys to say no and I encourage you homeowners to encourage your Council Members to vote no on this or at least get us a better dea l. I think that 80 years is too long and 20 years between payments ... that's no, no . You bring them more into line . Mayor Wolosyn said thank you sir. Even though we don 't usually clarify things , I would like to clarify ... Mr . Hoelter said no, no , I will be done in a second . [Clerk's note : There was no further comment.] Mayor Wolosyn asked if there was anyone else who wanted to speak during the Publ ic Hearing . There was no one . Responding to an inquiry from the aud ience , Mayor Wolosyn sa id we will have the first reading of this issue in the next part of the meeting . Council Member Barrentine said, Olga, would you explain what the process is then? Mayor Wolosyn said th is is a Public Hearing that comes before we vote on th is issue of the ground lease . in addition to this Public Hearing , I think we opened a public meeting on this , when Doug Garrett was Mayor. And we had public meetings that weren 't in this venue , they were over in the Community Room ... several of those for people to come and look at the des igns . Th is is a process that has been d iscussed for two years and Counc il really did work hard to make sure that we got market value and that we got to have a golf course better than the one we have now. I think I speak for everyone here when I say that we took this seriously and we know we hold a trust for the people of Englewood and we believe we got a very good deal for the future . So , that said, would anyone else w is h to approach the pod ium , before I ask for a close of th is Public Heari ng ? There was no one . COUNCIL MEMBER MOORE MOVED , AND IT WAS SECONDED , TO CLOSE THE PUBLIC HEARING TO DI SCUSS T H E PROPOSED LEASE OF PROPERT Y AND GOL F COURSE DESIGN RELATED TO T HE PL ANNED SHERIDAN URBAN RENEWAL AUTHORITY REDEVELOPMENT PROJECT. Ayes : Council Members Barrentine, Mccaslin, Moore, Wolosyn, Woodward, Tomasso, Oak le y Nays : No ne Motion carried and the pu bl ic hearing closed . 11 . Ord inances , Resolution and Motion s (a) Approval of Ordinances on First Reading (i) Director Black presented a recommendation from the Parks and Recreation Department to adopt a bill for an ordinance approving a Property Lease Agreement with the Sheridan Redevelopment Agency pertaining to the redevelopment of the Englewood Golf Course . He said I think Mr. Garrett did a very thorough and complete job of going through the lease, the detail related to the key elements of the lease , related to the Golf Course and the benefits to the C ity . I would like to add a couple of comments . First...about the golf Englewood City Council July 24, 2006 Pages plan . If you recall , about a year ago we put a plan together . We called it Concept Band we followed the alphabet. We had Concept H , H-1, H-2 and we had I, 1-1, 1-2 and in fact, we ended up with about 30 different concepts before we agreed on a plan . All of our staff looked at it. We had input from the Clubs and we feel that Mr. Dye will be building a better golf course than what we have now. And, we think it will be a great asset to the City and to the community and to the user groups of the golf course . I would also add ... as a follow-up from Mr . Garrett's comment about the Sheridan Redevelopment Agency ... they are scheduled to consider a resolution approving the lease agreement on Wednesday evening , the 261 h of July. He said I would be happy to answer any questions that you may have . Mayor Wolosyn asked if there were any questions . Council Member Barrentine said I would like a couple of the issues addressed, that the gentleman brought up and maybe Doug would feel more comfortable answering them . Because we have been through this process and certainly not all of us were in agreement during the course of the year . We have gone through a lot of different conversations and debates about the land value , how it was going to be paid to us and what the benefits were to us and I wondered if you might be able to address, succinctly, what the benefits are to us as far as the land value, the issue that he brought up about the payment ... what we are receiving in exchange for the piece that we are leasing ... and the money amount tied to that. I would appreciate that. Mr. Garrett said I would be happy to . In essence , the lease will include a payment of 4.19 million dollars up front, of which the City has already received $150,000 .00 of that. Ms . Barrentine said and when you mean up front ... in what period of time? Mr . Garrett said at the time they close on the deal and the lease becomes effective , that payment is due . Ms . Barrentine said we will receive what , the whole 4? Mr. Garrett said the 4.19 million dollars . Ms . Barrentine said okay. Mr . Garrett said that will be paid minus the $150,000 .00 that was previously paid. The $900,000 .00 that will be paid over time , is for each renewal term in 20 years ... that will be paid . So that payment stream , from the City's viewpoint , was worth , in today's dollars , about $60 ,000.00 . So on today's money we consider that a huge amount. So we will get 4 .19 million up front , we will get $900 ,000 .00 over time and in addition since last years forum, we have negotiated with the developer another payment of $650 ,000.00 , which will also be up front to help defray the costs of oversight of the lease property as well as the golf course construction . Ms . Barrentine said could you please compare that with what the market value is for that property. Mr . Garrett said being that it is landfill property? Ms . Barrentine said yes . Mr. Garrett said I think Rick may have a better recollection ... if I recall , we thought the total value of the property was in the 4 million dollar range , as raw dirt . So we look at it as roughly 4 million dollars of raw dirt if we were to sell it , because it is on a landfill . And so in essence, when you look at the payments ... we have 4 .19 million up front, another $650 ,000 .00 plus ... which is an important plus ... is the redo ing of our golf course, which our current budget is around 5 .5 million dollars . Ms . Barrentine said and who w ill be paying that? Mr. Garrett said that will be the developer. Ms . Barrentine sa id okay, so in total what are we receiving for that property? Mr. Garrett said in qu ick math ... Ms . Barrent ine sa id but we are leas ing the property, we are not selling it, I'm sorry , so ... Mr. Ga rr ett said we are lea sing the pro perty. It will be ro ughly 10 ... 10 .2 milli o n doll ars. Ms . Ba rrentine sa id and w e still retain the property . Mr. Garrett said after 80 years the property comes back to us . Ms . Barrentine said but not in the same condition . Mr . Garrett said it is up to the lessee to return it to us either in plain condition ... where they take down the buildings ... or they return it to us with the buildings in tact. Ms . Barrentine said and the work and money that is going into taking the landfill piece out of it? Mr. Garrett said that will be paid for by the developer as well as the infrastructure items with the City of Sherid an. Ms . Barre ntine said so in additi o n to the money tha t we are receiving, we would also ha ve now owned propert y that is not as much a lan dfill as what we gave them . Mr. Garrett said plus utilities , because currently there are no utilities . T here are a lso add iti o nal payments to cover our lost profits on the golf course during the cons tructi on peri od an d for two years as well as to cover our expense shortfall up to the tune of 1.1 million dollars. Those are unknowns , because we don't know exactly what those will be , but those are also covered . Ms . Barrentine said thank you . Council Member Woodward said if we were to say no , could the developer go forward with this? Mr. Garrett said the answer is yes ... the developer had proposed a Plan A , Band C initially . I will have the wrong order as I can't remember exactly , which one was A , Band C, but one of them included doing this development without use of any golf course property at all , so they were planning to go forward with the development even if the course golf was not involved . Mr. Woodward said as a part of our negotiations , we attempted to protect our investment here at City Center and our retailers ... that is Wal -Mart, Sports Authority , Office Depot.. .whereas Englewood City Council July 24, 2006 Page9 they will not be tenants over there . Mr. Garrett said there is a specific covenant regarding Wal -Mart . There are also some covenants deal ing with sporting goods retailers , as well as office supply compan ies . Mr . Woodward said correct and one of the considerations I know we had as a Council was that protecting as much as we could , was an important issue if, in fact, they could move forward without that particular piece of our land . Mr . Garrett said right. Mr. Woodward said is it typical in a land lease agreement like th is to get the rental amount on a 20 year lease up front? Mr. Garrett said no, we requested ... which goes also to the gentleman 's question ... if something should happen to this development in the out years, the view of the City is that we receive the benefits that we were seeking, which is up front payment, as well as our golf course, and whether the development was successful or failed ... was not as important a criteria for the City . Mr. Woodward said would it be typical at the end of a lease term and during a renewal term, if somebody had exercised their option to renew, to then receive full payment for the renewal period or to receive payment at that time? Mr . Garrett said sometimes there is an option price . Mr. Woodward said okay. Also , within the lease agreement, and one of the items that we had discussed in the past, was that Miller Weingarten was going to use their best efforts to get the City of Sheridan to participate and cooperate in the South Platte River Open Space Plan . Do you know if anything has happened with that as of yet? Mr. Garrett said I don't know if anything has been moving on that front as of today, but then the lease is not effective as of today . Mr. Woodward said yes , I know the lease addresses it. Mayor Wolosyn asked if there was anything else . Council Member Barrentine said I appreciate the questions that were brought up and I wanted to let everyone know that we had those same questions as well ... that we wanted those protections and we wanted to make sure what our options were and whether this was in the best interest of the City. I though t you brought up some very good questions and I wanted you to be able to hear some of that information just a little bit more . Mr. Garrett said through th is process there have been a lot of quest ions by Counci l. Council Member Barrentine said thank you very much . I appreciate it. .. you did a very good job on tha t. Council Member Tomasso said Doug , we have easements for roads also? Mr. Garrett said we have easements for access po ints on the frontage road ... two easements to access the frontage road ... that will run , roughly , along the western property line of the new development. Mr . Tomasso said and we did that in case in 40 years golf is not a popular sport and we want to redevelop the golf course ourselves , we now have access? Mr. Garrett sa id we would have access po ints on the frontage road and we would still have our access points on Oxford . Mayor Wolosyn asked if there was anyth ing else . There was noth ing . COUNCIL MEMBER WOODWARD MOVED , AND IT WAS SECONDED , TO APPROVE AGENDA ITEM 11 (a) (i) -COUN C IL BIL L NO . 28 . COUNCIL BILL NO . 28 , INTRODUCED BY COUNCIL MEMBER WOODWARD A Bill FOR AN ORDINANCE AUTHORIZING A PROPERTY LEASE PERTAINING TO THE REDEVELOP M ENT OF THE ENGLEWOOD GOLF COURSE . Mayor Wolosyn asked if there were any comments or discussion . Mayor Wolosyn said I would like to add my thanks to everyone who has worked so hard on this for the past two years . Mr. Garrett said we will be available in the lobby for people who have additional questions . Ms . Wolosyn said thank you Doug for coming out. Vote results : Ayes : Council Members Barrentine , Mccaslin, Moore, Wolosyn , Woodward , Tomasso, Oakley Nays : None Englewood City Council July 24, 2006 Page 10 Motion carried . (ii) Economic Development Coordinator Hollingsworth presented a recommendation from the Community Development Department to adopt a bill for an emergency ord inance creating the South Broadway Englewood Business Improvement District (BID) pursuant to Colorado Revised State Statutes§ 31 - 25 Part 12. He said tonight we have an emergency ordinance on first reading , creating the South Broadway Englewood Business Improvement District. The special assessment district is being requested by the merchants to enhance the economic vitality of the South Broadway commercial corridor f rom 285 north to Yale . Pursuant to State Statutes, Council conducted a Public Hearing on July 101h and at that time evidence was presented to Council that demonstrates all conditions imposed by the State Statutes have been met in this case and could go forward with the creation of the Business Improvement District. He said if Council has any questions , I am able at this time to respond to that. Thank you . Council Member Woodward said I am very much in favor of this BID and really support it. I think businesses should be doing what they can for business and I think that is great. The question for you ... on the sample first year BID operating budget, under Financial lmpact. .. in your written information . Just to clarify. The City Council approved a $30,000 .00 loan a year ago , about a year ago , and I think we need to address that. .. if not now ... at some point. Whether that is being paid back, whether that is being forgiven, whether a portion is being forgiven? Those types of things. Mayor Wolosyn sa id I think that is something that can come after this and at a Study Session . That is an appropriate discussion . Mr . Woodward said okay . Mr. Hollingsworth said Council Member Woodward , we discussed that item briefly at a Study Sess ion about a month ago. The BID is not formed at this time and Council looked at mak ing a decision once the BID was formed and once they were an actual entity. Also, the re may not be a loan or grant to forgive, unless the BID gets created in the first place . So, that decision might be more timely at a later point. Council Member Mccaslin said I still have some questions . I have talked to some merchants that are south of Hampden ... up toward Belleview. I know in that d iscussion , if I am correct , that they were invited to join . And the guys that I have talked to said they had no idea what is going on . I would just hope that we could extend this to all of Broadway. Why are we just taking this from Hampden to Yale ... why don't we extend it all the way on Broadway to all the Englewood businessmen? That is my concern about it. Mr . Hollingsworth sa id the larger BID study area included , bas ically , areas on the south side of 285 all the way towards the Swedish area . The core area that the businesses have expressed an interest in is those bus inesses that have like ideas and are willing to support those ideas w ith an increased tax , to do a variety of things ... includ ing marketing , image and publ ic safety . The re was a la rger study area considered on the front end, but there was n ot as much s uppo rt within those areas to self-tax themselves . That co re le vel of support was ... 285 to Yale along Broadway and there is a chance that the District can grow over time should merchants outside the District want to participate and become a part of the BID . Mr. Mccaslin said okay. Mayor Wolosyn asked if there were any other questions . Council Member Barrentine said I had some comments from peop le when they found out an d sa w this listed as an emergency ordinance and I th o ught you might a ddress that. You can tell me wh ether my explanation to them was correct. Because this is property owners and this is going to be assessed on a property tax basis , they wanted to have an area and then they had to petition that area ... get at least 51 % of the property owners by property volume in that area to agree to this ... until that piece happened, until that petition piece happened , we had noth ing to dec ide on and nothing to put on the ballot. Now that that piece has gone through , we need to move forward in order to make this timely so that this can get on the ballot and be decided by all of the merchants in that area ... they w ill have the opportunity to vote on that. .. but the emergency piece of th is is only tc be timely so that it c ould go ahead and get on the ballot. Is that correct ? Ci ty Attorney Brotzman sai d th a t is correct. Englewood City Council July 24, 2006 Page 11 Mr. Hollingsworth said that is correct , yes . As Mr. Brotzman stated , it is correct. It is about getting this on the ballot in a timely manner ... with the 30 day window when a trad itional ordinance passes on final. .. it wouldn 't be able to meet State Statutes and State Statutory requirements , so the BID legal counsel requested an emergency status on the ord inance. Council Member Barrentine said because th is is still not something we can put in to place . Somebody else will still be voting on this and whether they tax themselves or not. .. that is not something we are putting into place , it is just that we are allowing that vote to happen by doing this . Mr . Hollingsworth said exactly and it is based on timing . She said the second piece of the question ... and I know this has been addressed, but just for the record ... what is the affect on non-profit businesses , are they included in this? And do they have a vote? Mr. Hollingsworth said the BID counsel that has been selected is here this evening, Mr . Marcus McAskin . He might be able to respond to that. There are some exempt properties ... non-profits I believe . It has to be a for- profit business to be subject to the special assessment, as I understand it. [Clerk's note: Mr. McAskin offered additional comments that were unclear.] Council Member Barrentine said okay, I just wanted to clear that up . Thank you. Mr. McAskin said there is a statutory procedure whereby bus iness owners in that port ion of Broadway south of Hampden could petition the BID for inclusion. And then that question of whether or not the inclusion should be granted is ultimately subject to the approval of this Council. So the request for inclusion does come back before this body. The Business Improvement District acting alone cannot act on that petition for inclusion or exclusion so , ultimately, the decision will lie here . Council Member Barrentine said so actually the process of being included is much easier than starting the BID . Once the BID is in place, you can go ahead and expand it easier than it is to take a large area and try to do the BID. Mr. McAskin said that is correct. I would think that there is slightly less involved with the inclusion effort than there would be with the original formation effort. But , I th ink the important point I wanted to make is that any inclusion would, ultimately , be decided by this Council. Council Member Moore said even l ike this process , what we would decide is that everything can go forward . Even if they get expanded , the group in the expanded area would vote . Mr . McAskin sa id correct. Mr. Moore said so , to be clear , one of the objections we had in the Public Hearing was asking Council to stop this . Council was , in th is case , more or less making sure procedures were followed and allowing these indiv iduals to make decisions about their area and ultimately they are the ones that decide ... and even on the inclusion , in later ye ars ... we are just making sure it makes sense . Ult imately t hose add itional people vo te as to whether or not that is app ro p riate for their area. Mr. McAskin said I think that summary is very apt. I mean , Council would be agreeing on a defined boundary of an inclusion area . Those business owners and electors within that boundary would then be deciding on whether or not to subject themselves to the special assessments of the Business Improvement District. Mayor Wolosyn sai d are there any oth er questions or comments . There were none. Mayor Wolosyn said thank you Darren . COUNCIL MEMBER TOMASSO MOVED , AND IT WAS SECOND E D, TO APPROVE AG E NDA ITEM 11 (a ) (ii) • COUNCIL BILL NO. 29 . COUNCIL BILL NO . 29 , INTRODUCED BY COUNCIL MEMBER TOMASSO A BILL FOR AN ORDINANCE ESTABLISHING THE SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT AND DECLARING AN EMERGENCY. Englewood City Council July 24, 2006 Page 12 Mayor Wolosyn asked if there was any discussion . There was none . Vote results: Motion carried . Ayes : Council Members Barrentine , Mccaslin , Moore , Wolosyn , Woodward , Tomasso , Oakley Nays: None Mayor Wolosyn said I would like to say well done to all the people in the business community who worked so hard on this . (iii) Senior Planner Graham presented a recommendation from the Community Development Department to adopt a bill for an ordinance for Englewood to enter into a Construction Agreement with the South Suburban Parks and Recreation District to construct trail improvements for bicyclists and pedestrians along the South Platte River. He said this is an agreement where South Suburban would be posting $125,000.00 of matched funding for, approximately, a $340 ,000 .00 trail project where we would be expanding the trail for about a half mile from Girard Avenue to about Bates Avenue on the west side of the Platte River. This project was entered into a competition in 2005 where we applied for Arapahoe County Open Space Grant dollars and originally the C ity had posted matched funding . South Suburban, as a partner , has agreed to provide that if we would manage the project and provide the contingency fund ing . So , the City will leave the existing funding in place for the duration of the project, but accept the matched funding from South Suburban . If there are savings on the project , they would get the savings . Additionally, our funds could be reprogrammed back into other projects at the conclusion of the trail project. The project, basically, addresses three issues : capacity, safety and the aesthetics of the trail. There will be trees planted , guard rails installed and a crusher fines path installed where there is width ava ilable. An additional concrete width will be added where the trail was too narrow for the crusher fines . Staff would recommend that Council adopt a ordinance to accept the construction agreement with South Suburban Parks and Recreation District. COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (a) (Ill) -COUNCIL BILL NO. 31 . COUNCIL BILL NO. 31, INTRODUCED BY COUNCIL MEMBER TOMASSO A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT ENTITLED CONSTRUCTION AGREEMENT REGARDING CONSTRUCTION OF THE TRAIL EXPANSION AND BUFFER PROJECT RELATED TO THE MARY CARTER GREENWAY TRAIL BETWEEN THE CITY OF ENGLEWOOD , COLORADO AND THE SOUTH SUBURBAN PARKS DISTRICT. Mayor Wolosyn asked if there was any d iscussion . There was none. Mayor Wolosyn said thanks Mark . Vote results: Motion carried . Ayes : Council Members Barrentine, Mccaslin, Moore, Wolosyn, Woodward , Tomasso, Oakley Nays : None (b) Approval of Ordinances on Second Reading There were no additional items submitted for approval on second reading . (See Agenda Item 9 -Consent Agenda .) (c) Resolutions and Motions Englewood City Council July 24, 2006 Page 13 There were no additional resolutions or motions subm itted for approval. (See Agenda Item 9 -Consent Agenda .) 12 . General Discussion (a) Mayor's Choice (i) Mayor Wolosyn said I think we can 't thank Doug enough for all the time that I know he has put into this, given his very busy schedule . And for me, it allowed me a lot of peace of mind and sort of the transition into being Mayor, with a whole new Council, to have someone who had worked so hard already on this issue , to be able to articulate those issues for us . (ii) Mayor Wolosyn said the National Brownfie lds Association had talked to Council a few weeks ago about becoming members . They are starting a Colorado charter and they called today and asked if we could host their initial organization meeting and they do everything . They pay for everything . The only thing is that they would use the Community Room ... we would give them the Community Room without charge . I think it is a no-brainer, but I wanted to see if I had consensus from Council. There was consensus . (b) Council Members' Choice (i) Council Member Barrentine said it is good to be back . I've traveled about 2500 miles around most of the mid-west. It is really nice to be home . I am glad that all the family emergency issues have been resolved and am glad to be back . Mayor Wolosyn said welcome back . Ms . Barrentine said thank you . (ii) Council Member Moore sa id I would just like to take a moment to note some very pleasant interactions with the City staff that I have had over the last couple of weeks from an alley complaint from one of the citizens in my District, that Public Works took care of very quickly, to some drug activity that my w ife and I were noticing in Romans Park . The Police were able to respond to that with in m inutes and actually catch them . I think they said it led to three points of arrest, I've forgotten what the term was , but they were actually able to address a drug problem in a nearby park . And then I was, unfortunately , witness to a vicious dog attack and was able to work with Code Enforcement to make sure the situation was properly documented . As usual, I think we have a very fine staff ... and across the board it was a pleasure working with all of them involved in just this recent slate of activit ies . (iii) Council Member Oakley said I too would like to thank Doug Garrett for continuing to work for us . As you know , I took his seat in District 4 ... and I have only been on Counc il a short time, but I felt very assured that Doug was caring for us . (i v) Coun c il Me mber Tom asso said I wou ld also like to thank Do ug for all his hard work and taking a great deal of burden off the rest of us in having to figure out all those li ttle details and facts and attend all those meetings . I think it was really nice of Doug to volunteer and see the project through . (v) Council Member Woodward said I would like to ackn owledge Doug also for his expertise . (Clerk's note : Mr. Woodward made additional comments that we re unclear.] 13 . City Manager's Report (a) Acting City Manager Flaherty said I am sitting in tonight fo r Gary Sears . Gary will be returning from Germany later this wee k an d will be back in th e off ice on Monday. (b) Acting City Manager Flaherty said I would also like to tha nk all the consultants and staff involved with the Golf Course Project and to say that most of those folks will be busy for another couple of years implementing the plan . 14 . City Attorney's Report Englewood City Council July 24, 2006 Page 14 (a) City Attorney Brotzman said I too would like to acknowledge all the consultants, including our unpaid counsel, Mr. Garrett, who put in such an incredible amount of work on this project. 15 . Adjournment SYN MOVED TO ADJO' ~e meeting adjoumed at 8:32 p.m. -,,t.:.._-"'-~~~~..:....1,~:::.:::~~a. ... ~. AGENDA FOR THE REGULAR MEETING OF THE ENGLEWOOD CITY COUNCIL Monday, July 24, 2006 7:30 p.m. Englewood Ci vic Center -Council Chambers 1000 Englewood Parkw ay Englewood, CO 80110 1. Call to order. '7."!J!J~ 2. Invocation.~ 3. Pledge of Allegiance.~ 4. Roll Call. 'd/j '7 ~ 5. Consideration of Minutes of Pre vious Session . a1¥}/ V-t)-/ Minutes from the Regular City Council meeting of July 10, 2006. ~ V r~/~; ~'l'tJ/E.) 6. Recogn ition of Scheduled Public Comment. (Please limit your presentation to ten minutes.) a. ~ill be present to discuss art in Englewood. J,f,4& Af Pr'P~r b . Jim Glasscock, Engle w ood Masonic Lodge, w ill be present to address City Council. c. Jud y Sc ott w ill be present to provide a w rap-up report on the Rela y for Life Eve nt. d. Kerry Fa lcone will add ress Coun ci l conce rn in g cod e enforcem en t in th e City, r estora t io n and storage of utility trailers, and operating businesses in the home. 7. Recognition of Unscheduled Public Comment. (Please limit your presentation to five minutes. Time for unscheduled public comment may be limited to 45 minu.:es and if limited shall be con tin ued to General D isc ussio n.) ff 8. Communications, Proclama tions, and Appoin tments . CRffd 7--t} Proclamation declaring August 1, 2006 as National Night Out~ Plea note : If you have a disability and need auxiliary aids or services , please notify the City of Englewood (3 0 -7 62 -240 7) at I ast 48 hours in advance of when ervi es are needed . Thank you . Englewood City Council Agenda July 24, 2006 Page 2 llf# '7-0 ~ AUvul-1:t ~ ~¥!Jr Arif-u~ dh-t,, 9. Consent Agenda Items. a/ "r /I) 9 fr; 'I-Ii + 9 !. ; a. Approval of Ordinances on First Reading. i. ii. Council Bill No. 10 -Recommendation from the Community Development Department to adopt a Bill for an Ordinance authorizing participation in the Metro Mayors Caucus Single Family Mortgage Bond Program without assigning any 2006 Private Activity Bond (PAB) cap allocation. STAFF SOURCE: Mark Graham, Senior Planner. Council Bill No, 3l,-Recommendation from the Community Development Department to adopt a Bill for an Ordinance authorizing assignment of Englewood's 2006 Private Activity Bond Cap Allocation to the Colorado Housing and Finance Authority for home ownership programs. STAFF SOURCE: Mark Graham, Senior Planner. b. Approval of Ordinances on Second Reading. i. ii. Council Bill No. 25, authorizing an Intergovernmental Agreement with the U.S. Environmental Protection Agency for the issuance of the Fiscal Year 2006 and subsequent years 2007 and 2008 State and Tribal Assistance Grants for the Phase 2 Expansion Project at the Littleton /Englewood Wastewater Treatment Plant. Council Bill No. 26, granting a utility easement to Qwest Telecommunications Corporation for the installation of a new buried telephone service at 2900 South Platte River Drive {L/E WWfP) and 2800 South Platte River Drive (Englewood Servicenter). c. Resolutions and Motions. i. Recommendation from the Finance and Administrative Services Department to adopt a Resolution to approve extension of the Neve Contract as a sole source contract for uniform supplies for the years 2006, 2007, and 2008. STAFF SOURCE: Frank Gryglewicz, Director. t . 10. Public Hearing Scheduled. Op/;J 1)-t) ')/t/,u_/M,ltJ-t).. @ ~:ti:f ~ . a. Publi c Hearing to discuss the proposed lease of property and golf course design rela~ to the planned Sheridan Urban Renewal Authority redevelopment project. 0()(J(Jq~r Sf1;.t11£AJ H~~u:_ ~1-o~;:;::~ . , Englewood City Council Agenda July 24, 2006 Page 3 11. Ordinances, Resolutions and Motions. a. Approval of Ordinances on First Reading. i. df/J7--() Council Bill No. 28 -Recommendation from the Parks and Recreation Department to adopt a Bill for an Ordinance approving a Property Lease Agreement with the Sheridan Redevelopment Agency pertaining to the redevelopment ~f~ 11 ~" ,/ Englewood Golf Course. STAFF SOURCE: Director Jerrell Black. v'U ff~lJllP'- fff''l-0 appJ?-() b. C. ii. iii. Council Bill No. 29 -Recommendation from the Community Development Department to adopt a Bill for an Emergency Ordinance creating the South Broadway Englewood Business Improvement District (BID) pursuant to Colorado Revised State Statutes§ 31-25 Part 12. ~~S?~~CE: Darren Hollingsworth, Economic Development Coordinator. (7(1 TUA'l-f? Council Bill No. 31 -Recommendation from the Community Development Department to adopt a Bill for an Ordinance for Englewood to enter into a Construction Agreement with the South Suburban Parks and Recreation District to construct trail improvements for bicyclists and pedestr ians along the South Platte River. STAFF SOURCE: Mark Graham, Senior Planner~ Approv al of Ordinances on Se cond Reading. Ir Resolutions and Motions. ~ 12 . General Discussion. a. Mayor's Choice. b . Council Members ' Choice. 1 3. City Manager's Report. 14. City Attorney's Report. 1 5. Adjou rnment. Please no te: If you have a disabi li ty and need auxiliary aids or services , please notify the City of Englewood (303-762 -2407) at leas t 48 hours in advance of when services are needed . Thank you . AGENDA FOR THE REGULAR MEETING OF THE ENGLEWOOD CITY COUNCIL Monday, July 24, 2006 7:30 p.m. Englewood Civic Center -Council Chambers 1000 Englewood Parkway Englewood, CO 80110 1. Call to order. '7.l>!Jj»v- 2. Invocation.~ 3. Pledge of Allegiance.~ 4. Roll Call. at/ '7 ~ 5. Consideration of Minutes of Previous Session . C/Jf¥JI v-tJ--,J. Minutes from the Regular City Council meeting of July 10, 2006. ~ V rflf;lNAJ; Ml:DJ)rtl/') 6. Recognition of Scheduled Public Comment. (Please limit your presentation to ten minutes.) a. ~ill be present to discuss art in Englewood. JI'~ Afpr.P~7 b. Jim Glasscock, Englewood Masonic Lodge, will be present to address City Council. c . Judy Scott will be present to provide a wrap-up report on the Relay for Life Event d. Kerry Falcone will address Council concerning code enforcement in the City, restoration and storage of utility trailers, and operating businesses in the home. 7. Recognition of Unscheduled Public Comment. (Please limit your presentation to five minutes. Time for unscheduled public comment may be limited to 45 minutes and if limited shall be continued to General Discussion.) ff 8. Communications, Proclamations, and Appointments. ~ ?~ Proclamation declaring August 1, 2006 as National Night Out.~ Please note : If you have a disability and need auxiliary aids or serv ices, please notify th e City of Englewood (303 -7 62 -2407) at least 48 hours in advance of when services are needed . Thank you. Englewood City Council Agenda July 24, 2006 Page 2 ~ '7--0 ~A(lffl./.1:r ~ ~¥fir ~/!A~' 9. Consent Agenda Items. tt./"1-// J 9/r; 'I-Ii....,-9!.; a. Approval of Ordinances on First Reading. i. ii. Council Bill No. 3,Q -Recommendation from the Community Development Department to adopt a Bill for an Ordinance authorizing participation in the Metro Mayors Caucus Single Family Mortgage Bond Program without assigning any 2006 Private Activity Bond (PAB) cap allocation. STAFF SOURCE: Mark Graham, Senior Planner. Council Bill No, 3J.,-Recommendation from the Community Development Department to adopt a Bill for an Ordinance authorizing assignment of Englewood's 2006 Private Activity Bond Cap Allocation to the Colorado Housing and Finance Authority for home ownership programs. STAFF SOURCE: Mark Graham, Senior Planner. b. Approval of Ordinances on Second Reading . i. ii. Council Bill No. 25, authorizing an Intergovernmental Agreement with the U.S . Environmental Protection Agency for the issuance of the Fiscal Year 2 006 and subsequent years 2007 and 2008 State and Tribal Assistance Grants for the Phase 2 Expansion Project at the Littleton/Englewood Wastewater Treatment Plant. Council Bill No. 26, granting a utility easement to Qwest Telecommunications Corporation for the installation of a new buried telephone service at 2900 South Platte River Drive (L/E wwrP) and 2800 South Platte River Drive (Englewood Servicenter). c . Resolutions and Motions. i. Recommendation from the Finance and Administrative Services Department to adopt a Resolution to approve extension of the Neve Contract as a sole source contract for uniform supplies for the years 2006 , 2007, and 2008. STAFF SOURCE: Frank Gryglewicz, Director. 10. Publi c HearingScheduled. Op;>JIJ-t) 'JJtt,u_~@~-d:t~ • a. Public Hearing to dis c uss the proposed lease of property and golf course design rela~ to the planned Sheridan Urban Renewal Authority redevelopment project. /)()(J4 fH.UTr Sflep 1!.-AJ H()~U?._ ~1-o ~,::;:t~ Please no te: If you have a di ability and n ed auxi liary aids or services , please no tify the City of Englewood ( 03 -762 -2407 ) at I a t 48 hour in advance of when servic s are needed. Thank you . ... Englewood City Council Agenda July 24, 2006 Page 3 11 . Ordinances, Resolutions and Motions. a. Approval o f Ordinances on First Reading. i. dp/J7--o Council Bill No. 28 -Recommendation from L . .: Parks and Recreation Department to adopt a Bill for an Ordinance approving a Property Lease Agreement with the Sheridan Redevelopment Agency pertaining to the redevelopment°]~ 11 ,._,.,.. .I Englewood Golf Course. STAFF SOURCE: Director Jerrell Black. 1/V ~l()- cPftl7-o apfd'l-{) b . C. ii . iii. Council Bill No. 29 -Recommendation from the Community Development Department to adopt a Bill for an Emergency Ordinance creating the South Broadway Englewood Business Improvement District (BID} pursuant to Colorado Revised State Statutes§ 31-25 Part 12. ~~S?~~CE: Darren Hollingsworth, Economic Development Coordinator. C/fl TU,,,(lll-(? Council Bill No. 31 -Recommendation from the Community Development Department to adopt a Bill for an Ordinance for Englewood to enter into a Construction Agreement with the South Suburban Parks and Recreation District to construct trail improvements for bicyclists and pedestrians along the South Platte River. STAFF SOURCE: Mark Graham, Senior Planner~ Approval of Ordinances on Second Reading. Ir Resolutions and Motions. {l!Y 12 . General Discussion. a. Mayor's Choice. b. Coun ci l Members' Choi c e. 13. City Manager's Report. 14. City Attorney's Report. 15. Adjournment. Please note : If you have a disability and need auxiliary aids or services , please notify the City of Englewood (3 03-7 62 -2407) at least 48 hours in advance of when servi ces are need d. Thank you . PUBLIC COMMENT ROSTER AGENDA ITEM 7 UNSCHEDULED PUBLIC COMMENT DATE: JULY 24, 2006 PLEASE LIMIT YOUR PRESENTATION TO FIVE MINUTES PLEASE PRINT NAME ADDRESS TOPIC - ' NAME ADDRESS TOPIC 1 . Call to Order ENGLEWOOD CITY COUNCIL ENGLEWOOD, ARAPAHOE COUNTY, COLORADO Regular Session July 10 , 2006 .. The regular meeting of the Englewood City Council was called to order by Mayor Wolosyn at 7 :36 p .m . 2 . Invocation The invocation was given by Council Member Mccaslin . 3 . Pledge of Allegiance The Pledge of Alleg iance was led by Mayor Wolosyn . 4 . Roll Call Present: Absent: A quorum was present. Council Members Tomasso , Moore , Oakley , Mccaslin , Woodward , Wolosyn Council Member Barrentine Also present : City Manager Sears City Attorney Brotzman Deputy C ity Manager Flaherty City Clerk Ellis Deputy City Clerk Bush Director Olson , Safety Serv ices Director Gryglewicz , F inance and Adm inistrative Services Director Fonda, Util it ies Econom ic Development Coordinator Hollingsworth , Commu ni ty Development Director Eaton , Human Resources Commander Sanchez , Safety Services Director Ingle , Information Technology Director Black , Pa rks a nd Recreation Open Space Manager Lee, Parks and Recreation Fire Division Operat ions Chief Pattarozzi , Safety Services 5 . Considera t io n of M inutes of Pre viou s Sessi o n (a) COUNCIL MEMBER WOODWARD MOVED, AND IT WAS SECONDED , T O APPROVE T HE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF JUNE 19 , 2006 . Mayor Wolosyn asked if there was any discussion . There was none . Vote res ults: Motion c arried . Ayes : Nays : Absen t: Council Members Mccaslin , Moore , Wolosyn , Woodward , Tomasso , Oakley None Counc il Membe r Barrentine 6 . Recognition of Scheduled Public Comment Englewood City Council July 10, 2006 Page 2 (a) Doug Cohn , an Englewood resident , said thanks for this opportunity to talk to you all. Last year , about this time , some merchants came and talked with City Council about having a Car Show here in Englewood . We hadn't done one downtown for a long time . At that po int , we asked you for the use of the parking lot on Lincoln Street and the loaning of the trolley car and the old fire truck and the ambulance as entrants in the ca r show. We asked for some barricades to block off the pa rking lot and the Public Works guys , the street divis ion , offered to sweep the parking lot before the car show. And , you grac iously helped us and we had a good car show last year. Th is year there are a number of Englewood res idents who are doing most of the planning for the ca r show. The business guys are taking a second chair this time and offering their ass istance . These are guys right here in town who want to put the car show together . We would like to use the same lot we used last year on Lincoln Street but in addition, we need to ask for some more help . In your packet , the part labeled 6 a, there are some e-mails that were exchanged, back and forth , between myself, Bob Simpson , Brook Bell and Ladd Vostry about concerns having to do with the car show . I would like to talk real quickly about those . On that list , number one, the Acoma lot that the City has a deal with Centex about and the vacant lot right bes ide my store at 3421 ... we would really like to put the antique tractors in that lot and have a monster truck in the vacant lot right on the corner . The problem that we have is that the City is in negotiations right now with the Centex guys and the closing is coming up here at some point along the way . What I would really like to have happen ... my first choice ... would be that you all put off the closing until the 11th of September and then the City would own the lot on September 9t h Then you all could say yes on the use of the parking lot and the vacant lot on the corner . Additionally , there are some things that we need your assistance with. We would like to borrow or rent the recreation show wagon . We are going to have live music at the car show and it would be real handy to have a place , just in case it rains . So that is one of ou r requests ... can we e ither borrow the show wagon or can you rent it to us? Last year you loaned us some barricades to restr ict access to the parking lots . Th is year we would like to borrow the barricades as well. We would like to rent the Cherrelyn Horse Car as a free shuttle bus that would run back and forth on Englewood Parkway. The fellows that bring the tractors ... bes ides having the antique tractor ... each tractor comes w ith a p ickup truck and a tra ile r. We a re work ing right now on find ing some large open park ing spaces and we would use the shuttle bus back and forth down th is way somewhere . I've talked with the guys at the bank and the fellows over at the Phar-Mor Center and we are negotiating right now to find some place for the traile rs to park . We also would like to place an ad ... an insert ad ... in the September/October Englewood Citizen newspaper . I don't think I have ever see n one and don 't even know if that can be done but one of the ways that it seems like if we get the word out to the residents here in town would be to put an advertisement in the Citizen . I don 't know who to ask about that but I would appreciate it if you could give us some idea on tha t. If the pr ice isn 't too high , we will buy an ad . One of the big challenges is the traffic and the pedestri ans on Broadway . We have been wrestling back and forth ... our firs t thought was to close a bloc k of Broadway and then the second thought was , well we can leave one lane of Broadway open in each direc tion . In the supplementary mate ri al you got in 6 a , Mr . Vostry suggested that if we wanted to keep a lane going in each direc ti o n, we would need to put in concrete barricades fo r barri ers between the pedestri ans and the ca rs an d tha t would cos t us $1 7 ,000 .00 . He sa id it would be cheaper to close the street. The challenge we have ... the m ercha nts o n Broadw ay are not a b it inte rested in hav ing the stree t cl osed , so t h is is a d ifficu lty , as the orga n izin g committee , we don 't have worked out yet. We need to get back to you on that one issue . In some of the notes, there was a concern expressed about the security during the show and the one group of guys who are working with us in the organizing committee is the Hoodlum Car Club . Isn 't that a great name for a car club? And the Hoodlums are going to have some of their members that will dress in different colored shirts that will provide guest services ... ! guess we will call them ... and security . We would like to also use both the banner locations ... one down in the 3400 block and one down in the 2800 block ... and stretch banners across the street. We would like you also to waive the fee on putting the banners up on the poles . And just the one last thing , we would like permission to have the old fire truck and the old ambulance entered again this year in the car show . They were both a big hit. But we did have some things we need to have you guys consider and we would like your assistance in these matters . I think that is all I have to say . Thank you . Mayor Wolosyn said thank you Doug and I will put this under Mayor's Choice at the end of the meeting , thanks . Mr. Cohn said thank you . 7 . Recognition of Unscheduled Public Comment Englewood City Council July 10, 2006 Page 3 (a) Mark Craft, an Englewood resident , said I would like to thank our City Council person, John .... Moore , for donating the flag to our building ... the Simon Center . It looks very nice and Dawn Shepherd can testify to that too . All the residents are very proud and very thankful for it. Mayor Wolosyn said thank you . (b) Bob Farris, an Englewood resident , said I'm one of the business owners working on the car show . We have put quite a bit of time into getting all the logistics set up so that we have, basically, a good running model of what is going to happen on September 9t h_ It is two days before the 5th anniversary of September 11 th_ We are still working on getting an M1 Abrams Tank . This is a big project. .. it is probably not going to happen , so we m ight work with some of the smaller tanks ... the civilian owned units in town . This is something we need to start working on, with the City , to bring more people into Englewood . We have a really great little town here ... old trees and high priced houses ... it means we have a pretty good community. We have a difference of opinion among some of the business owners , up and down Broadway, about closing Broadway off or not , or what we can do as far as closing it down to one lane of traffic in each direction. Some of those things are just the basic logistic problems that we are going to have to work on . This is something that I think is going to benefit the business owners and the community by bringing new people in and letting them know that we are a pretty good little community down here . We started working with 7-Up as a sponsor ... we are looking at other sponsors too, so this is not something that is just going to be a small little unit. We are actually working with some of the bigger people , hopefully. We haven't gotten a hold of Burt Chevrolet yet, but we would like to get them involved in this thing . Any other large business owners in Englewood that would like to be involved with a real Englewood program, this is something they can start help ing with . But we do want to put our two-cents worth out there for this thing . We really want this to go . Last year it was a pretty good little unit for a small car show. This year it is going to grow a little bit bigger. Over the years , this might grow to be something that is going to be a big draw to the City of Englewood . You know you have to start kind of small somet imes , but it looks like it could grow into a pretty good sized unit. We could have as many as 500 cars or , if we wanted , 3 ,000 cars . Cars ... really that is kind of the smallest part of this. I think everything is starting to come together pretty good and if we can get the support of the City Council on this thing , I think it is going to be good advertisement for the City and the community in general. Mayor Wolosyn sa id thank you . (c) Ted Vas ilas , an Englewood resident and bus iness owner , said last yea r we had the car show some t ime in Ju ly. Unfortunately , it was about 100 degree weather that day, but it was very successful. We had a full park ing lot of n ice cars . We had a lot of people attend the show , but we never closed Broadway . I represent most of the merchants on South Broadway in the 3300 , 3400 and 3500 blocks . I rece ived five or six calls today and abou t fou r or fi ve calls on Fr iday ... everybody opposes the clos ing of Broadway during the car show . I am talk ing about myself r ight now and Kaufman 's , the Surplus Store , Wagner's , Edwards Tobacco , and Bri an , who is here to night. W e do m os t of o ur bus ine ss o n Sat urda ys . We are des ti nat io n bu si nes ses. We re cei ve customers from all over Denver and the Colorado area . When people come and they cannot come to our stores ... okay , they leave and it takes them about three to six months to come back , so we don 't want to lose our income that day. We are for the car show. I would li ke to ask the City Council to consider giving us a permit to do a car show , but we have to find a way to work a car show using both lots ... the west parking lot of Broadway and the east parking lot of Broadway . We have plenty of park ing lots , plenty of parking . We would ask Public Works and the Police to make special signs for that day to say Special Event-Speed Limit 15 mph or 20 mph, whatever is fair ... to allow the Public Works and the Police to be able to control the pedestrians and the traffic . I appreciate the guys w ho volunteer to bring the cars , beca use last year I had to write the checks three times from my business to support the car show , because we had to pay about $1 ,800 .00 for the guy who brought the cars to our area . But this year, local guys have volunteered . They said they don 't want any money ... that they will bring the cars . That is really nice and we appreciate that. We want the car show , but please do not close Broadway . So , we have to fi nd a way to have a car show and I appreciate the guys who are w illing to bring their cars and wor k with us . But , we don 't want to interrupt our business for the whole Saturday . Thank you . M ayor Wolosyn sa id thank you Ted and thank you fo r you r suggestion . 8 Communications , Proclamations and Appointments Englewood City Council July 10, 2006 Page 4 (a) A proclamat ion declaring the City of Englewood 's desire to enter into a formal Sister City relationship with the City of Seim , Germany was cons idered. COUNCIL MEMBER WOODWARD MOVED, AND IT WAS SECONDED, TO APPROVE A PROCLAMATION DECLARING THE CITY OF ENGLEWOOD'S DESIRE TO ENTER INTO A FORMAL SISTER CITY RELATIONSHIP WITH THE CITY OF BELM , GERMANY. Mayor Wolosyn asked if there was any discussion . Counc il Member Woodward said I th ink this is a great idea do ing th is , first internationally , and I would hope in the future that we would be able to do Sister Cities within the United States also . Mayor Wolosyn asked if there was any other discuss ion . There was none . Vote results: Motion carried . Ayes : Nays : Absent: Council Members Mccaslin, Moore, Wolosyn , Woodward , Tomasso , Oakley None Council Member Barrentine Mayor Wolosyn said I th ink that because this is a spec ial occasion , I am going to read it out loud for everyone in the Chambers to hear. She read the proclamation in full. Mayor Wolosyn sa id I th ink it is a great idea and I look forward to hearing about your v is it when you get home . COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED , TO APPROVE AGENDA ITEMS 8 (b) THROUGH 8 (p) • RESOLUTION NOS. 52 THROUGH 66. (b) RESOLUTION NO . 52 , SERIES OF 2006 A RESOLUTION RECOMMENDING ERNIE ARTERBURN FOR REAPPOINTMENT TO THE HOUSING AUTHORITY FOR THE CITY OF ENGLEWOOD , COLORADO . (c) RESOLUTION NO . 53 , SERIES OF 2006 A R ESOL UTION APPO INT IN G MARJORIE BECKER TO TH E CODE EN FOR CEMEN T ADVISORY COMM ITIEE FOR TH E CI T Y OF ENGLEWOOD , CO LORADO . (d) RESOLUTION NO . 54 , SERIES OF 2006 A RESOLUTION REAPPOINTING ERIC BERTOLUZZI TO THE CULTURAL ARTS COMMISSION FOR THE CITY OF ENGLEWOOD, COLORADO . (e) RESOLUTION NO . 55, SERIES OF 2006 A RESOLUTION REAPPOINTING BRIAN BLEILE TO THE CODE ENFORCEMENT ADVISORY COMMITIEE FOR THE CITY OF ENGLEWOOD , COLORADO . (f) RESOLUTION NO . 56, SERIES OF 2006 A RESOLUTION APPOINTING BRETI EAST TO KEEP ENGLEWOOD BEAUTIFUL COMMISSION FOR THE CITY OF ENGLEWOOD , COLORADO . (g) RESOLUTION NO . 57 , SERIES OF 2006 Englewood City Council July 10, 2006 Page5 A RESOLUTION APPOINTING ERIK FOSTER TO THE CODE ENFORCEMENT ADVISORY COMMITIEE FOR THE CITY OF ENGLEWOOD, COLORADO . (h) RESOLUTION NO . 58 , SERIES OF 2006 A RESOLUTION APPOINTING ERIK FOSTER TO THE ENGLEWOOD LIQUOR LICENSING AUTHORITY FOR THE CITY OF ENGLEWOOD , COLORADO . (i) RESOLUTION NO . 59 , SERIES OF 2006 A RESOLUTION REAPPOINTING DOOLEY GEHR TO THE CODE ENFORCEMENT ADVISORY COMMITIEE FOR THE CITY OF ENGLEWOOD , COLORADO . U) RESOLUTION NO . 60, SERIES OF 2006 A RESOLUTION REAPPOINTING DEBORAH GUINTHER TO THE ALLIANCE FOR COMMERCE IN ENGLEWOOD (ACE) FOR THE CITY OF ENGLEWOOD, COLORADO/ (k) RESOLUTION NO . 61, SERIES OF 2006 A RESOLUTION REAPPOINTING CHRIS HOAGLAND TO THE CODE ENFORCEMENT ADVISORY COMMITTEE FOR THE CITY OF ENGLEWOOD , COLORADO . (I) RESOLUTION NO . 62 , SERIES OF 2006 A RESOLUTION REAPPOINTING REBECCA LAUGHLIN AS A YOUTH MEMBER OF THE PARKS AND RECREATION COMMISSION FOR THE CITY OF ENGLEWOOD , COLORADO . (m) RESOLUTION NO . 63 , SERIES OF 2006 A RESOLUTION REAPPOINTING R. L. LUNDERS TO THE ENGLEWOOD LIQUOR LICENSING AUTHORITY FOR THE CITY OF ENGLEWOOD , COLORADO . (n) RESOLUTION NO . 64 , SERIES OF 2006 A RESOLUTION REAPPOINTING JANET MOORE TO THE CULTURAL ARTS COMMISSION FOR THE CITY OF ENGL EWOOD , COLORADO . (o) RESOLUTION NO . 65, SERIES OF 2006 A RESOLUTION REAPPOINTING KRISTA NIEDERJOHN AS A YOUTH MEMBER OF THE PARKS AND RECREATION COM M ISSION FOR THE CITY OF ENGLEWOOD, COLORADO . (p) R ESOLUT IO N NO. 66, SERIES OF 2006 A RESOLUTIO N REAP PO IN T IN G BRIAN VERBECK TO T H E ALLIANCE FOR C OMM ERCE IN ENGLE W OO D (ACE) FOR THE CITY OF ENGLEWOOD , COLORADO. Vot e resu lts: Motion carried . Ayes : Nays: Absent: Council Members Mccaslin , Moore, Wolosyn , Woodward, Tomasso, Oakley None Council Member Barrentine Mayor Wolosyn presented certificates and City pins to all the appointees in attendance . Englewood City Council July 10, 2006 Page 6 Mayor Wolosyn said I would like to thank everybody who signed up the first time and those who re-upped. You know how much we appreciate you . Council Member Woodward said thank you . There was applause . 9 . Consent Agenda COUNCIL MEMBER WOODWARD MOVED, AND IT WAS SECONDED, TO APPROVE CONSENT AGENDA ITEMS 9 (a) (i) AND 9 (b) (i). (a) Approval of Ordinances on First Reading (i) COUNCIL BILL NO . 26, INTRODUCED BY COUNCIL MEMBER WOODWARD A BILL FOR AN ORDINANCE GRANTING A UTILITY EASEMENT TO QWEST TELECOMMUNICATIONS CORPORATION (QWEST) FOR INSTALLATION OF A BURIED TELEPHONE SERVICE AT 2900 SOUTH PLATTE RIVER DRIVE (LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT} AND 2800 SOUTH PLATTE RIVER DRIVE (ENGLEWOOD SERVICENTER). (b) Approval of Ordinances on Second Reading (i) ORDINANCE NO . 23, SERIES OF 2006 (COUNCIL BILL NO. 7, INTRODUCED BY COUNCIL MEMBER WOODWARD) AN ORDINANCE AUTHORIZING ENTERING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE SOUTH ARAPAHOE SANITATION DISTRICT, SOUTHGATE SANITATION DISTRICT AND THE CITY OF ENGLEWOOD PERTAINING TO REIMBURSEMENT OF OVER CHARGED SANITATION FEES BY SOUTH ARAPAHOE SANITATION DISTRICT TO THE SOUTHGATE SANITATION DISTRICT CUSTOMERS. Vote results: Ayes : Nays : Absent: Motion carried . Council Members Mccaslin, Moore, Wolosyn, Woodward, Tomasso, Oakley None Council Member Barrentine (c) Resolutions and Motions There were no additional resolutions or motions submitted for approval. (See Agenda Item 11 .) 10. Public Hearing Items (a ) Mayor Wolosyn sa id th is is a Publ ic Hearing to rev iew and determ ine suffic iency of the pet iti o n (and signatures) requesting formation of the South Broadway Englewood Business Improvement Distr ict , to determ ine if the allegations of the organization petition are true , and to determine whether the types of serv ices or improvements to be provided by the proposed district are those services or improvements which best satisfy the purposes as set forth in Colorado Revised Statutes , Section 31 -25 , Part 12 . COUNCIL MEMBER WOODWARD MOVED, AND IT WAS SECONDED, TO OPEN THE PUBLIC HEARING TO REVIEW AND DETERMINE SUFFICIENCY OF THE PETITION (AND SIGNATURES) REQUESTING FORMATION OF THE SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT , DETERMINE IF THE ALLEGATIONS OF THE ORGANIZATION PETITION ARE TRUE, AND DETERMINE WHETHER THE TYPES OF SERVICES OR IMPROVEMENTS TO BE PROVIDED BY THE PROPOSED DISTRICT ARE THOSE SERVICES OR IMPROVEMENTS WHICH BEST SATISFY THE PURPOSES AS SET FORTH IN COLORADO REVISED STATUTES , SECTION 31-25, PART 12. Vote results : Englewood City Council July 10, 2006 Page7 Ayes: Council Members Mccaslin , Moore, Wolosyn , Woodward , Tomasso , Oakley Nays: None Absent: Council Member Barrentine Motion carried and the public hearing opened . All witnesses were duly sworn . Economic Development Coordinator Hollingsworth said this evening I w ill presenting the information to be read into the record for the Public Hearing . The Public Notice for the Public Hearing was publ ished on June 9 , 2006 in the Englewood Herald . Proof of the publication is on file with the City Clerk 's office . Pursuant to Colorado Revised State Statutes 31 -25 Part 12 , City Council is being asked to conduct a publ ic hearing to determine the following . Number one ... to review and determine the suffic iency of the petition and signatures requesting the formation of the South Broadway Englewood Business Improvement District. Copies of the petition are available in the City Clerk's office for review . Number two ... to determine if the allegations of the organization petition are true . A copy of the BID petition form is in the Council packet for your review . Number three ... to determine if the services or improvements to be provided by the proposed district are the services or improvements which best satisfy the purposes set forth in State Statutes . A copy of the proposed BID operating plan and copy of the Colorado Revised Statutes, subsection 31-25 Part 12 is in the Council packet. Bid Petition Findings ... State law requires that the petitions cannot represent less than 50% of the assessed valuation of the proposed district and must represent at least 50% of the area of the proposed district. The petitions submitted and accepted total 53% of the assessed value of the d istrict. The petitions submitted and accepted total 56% of the area in the district. Bid formation ... the ordinance creating the proposed BID will be considered by City Council at the July 241 h City Council meeting . That concludes my comments . I will be available to respond to any questions . Ted Vasilas sa id I am so glad that I am here ton igh t. We started the process for th e BID in Englewood about a year ago . We had five public meetings throughout the year . Several people attended the meetings. We had many committee meetings and many meetings w ith ind iv idual property owners . We also sent surveys to all business and property owners during the process . All bus iness and property owners were mailed notices about the Public Hearing tonight. The BID newsletter and operating plan both outline the public process . We have received over 50% of s igned pet it ions and submitted them to the City Clerk's Office . We believe that the efforts of the proposed South Broadway Englewood Bus iness Improvement District will help unlock Englewood 's vast potent ial and support add it ional bus iness invo lv ement in our community. I would like to thank the Steering Committee for the ir hard work and excellent team wor k. Also , I would li ke to thank the PUMA ... Progressive Urban Management Association ... Brad Segal and Ann a Jones . They were very helpful through the entire process. W ithout the ir professional assistance , we wo uld not be here tonight. Thank you very much fo r your support. We apprec iate the City Council's suppo rt throughout th is process and we are look ing forward to hav ing a good partnersh ip ... between the bus inesses of Sout h Broadway and the C ity of Englewood . Than k you . Mayor Wolosyn asked is there anyone else who would like to speak at the Public Hearing . I recognize a lot of faces . Tom Burns , an Englewood resident, said I just want to say a few words in support of the BID . Several years ago when I was in office, we put about four and a half million dollars into South Broadway from Yale down to 285 . And I remember when I was in office, people used to ask me , when I drive down Broadway how do I know when I leave Denver and get to Englewood? And now , you can really tell. There is a great difference in the streetscaping , the layout, in the center medians and there is a sign of course and the leaves of grass, which frankly I like . And there have been a lot of synergistic Improvements on South Broadway with the catalyst program and I congratulate Darren and the City on a recent DRCOG award on that. And this cooperation between the business community and the City , I think has been rather remarkable . Gary told me a few days ago that there Is another plan to go beyond 285 .. .further south on Broadway ... to improve that area too . So , I like the idea because the business community has worked on it themselves and the people that are speaking here tonight and have been here really have to be congratulated . They put a years worth of work Into this , as Ted just said , they really put a lot of effort into this and they are do ing it themselves ... they are taxing themselves and I think that is a great synergy for the City. In the spirit of development , I m ight also add as an aside , I was in my office this afternoon with a commerc ial rea l estate broke r and he was ta lk ing about the T -Rex project and all of the development opportu ni ties ... at Arapahoe Road and the other areas and Hampden ... of these trans it oriented ..... Englewood City Council July 10, 2006 Pages projects are popping up along there and he talked about Fas Tracks as wel l. He said you real ize you are a model for this . Englewood is the project that they take off on and imitate when they do these projects . I said, are you serious about that and he sa id yes, you are absolutely the model for all of this . So , I would like to congratulate the City and Gary and all of the staff and the executives that we have had , consultants and everybody who has worked on that , because we have talked about a synergy between Broadway and this part of the City with the business community and I think a lot of that is happening now. I would like to congratulate all of you for your work on that. Thank you . Mayor Wolosyn said thank you Tom . Mayor Wolosyn asked if there was anyone else who wanted to speak during the Public Hearing . There was no one. Mayor Wolosyn submitted a letter, for the record , in opposition , from James G. Alsum of Aurora who is a property owner of 2709 South Broadway. COUNCIL MEMBER MOORE MOVED, AND IT WAS SECONDED, TO CLOSE THE PUBLIC HEARING TO REVIEW AND DETERMINE SUFFICIENCY OF THE PETITION (AND SIGNATURES) REQUESTING FORMATION OF THE SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT, DETERMINE IF THE ALLEGATIONS OF THE ORGANIZATION PETITION ARE TRUE, AND DETERMINE WHETHER THE TYPES OF SERVICES OR IMPROVEMENTS TO BE PROVIDED BY THE PROPOSED DISTRICT ARE THOSE SERVICES OR IMPROVEMENTS WHICH BEST SATISFY THE PURPOSES AS SET FORTH IN COLORADO REVISED STATUTES, SECTION 31-25, PART 12. Vote results : Ayes : Council Members Mccaslin , Moore , Wolosyn , Woodward , Tomasso , Oakley Nays : None Absen t: Council Member Barrentine Motion carried and the public hearing closed . 11 . Ordinances, Resolution and Motions (a) Approval of Ordinances on First Reading (i) Director Fonda presented a recommendation from the Littleton/Englewood Superv isory Comm ittee to app rove a b ill for an ordinance author iz ing an Intergovernmental Agreement with the U .S . Env ironmental Protection Agency for the issuance of the Fiscal Year 2006 and subsequent years 2007 and 2008 State an d Tri ba l Ass istance G rants fo r th e Phase 2 Ex pans io n Project. He sa id we recei ved a grant in 2004 in th e amount of a million d o llars, w hich was divided equally between En g lewood and Littleton to be appli ed towards construction of the Wastewater Plant improvements . We have now applied, and I would like to commend David Robbins who did a lot of the work in making the connections, and have received or will receive a grant for fiscal year 2006 and there are strong possibilities that we will also receive them in 2007 and 2008 . The amount this time is a half a million dollars which will also be divided fifty/fifty between Littleton and Englewood . Mayor Wolosyn asked if there were any q ues tions for Mr. Fonda . Council Member Woodward said on this application ... it is in the name of the City of Englew ood? Mr. Fonda said yes . Mr. Woodward said I see the letter from the Environmental Protection Agency is a ddressed to our Mayor and the City of Englewood . What would happen in the event that Littleton City Council did not approve ... ! can 't imagine why they wouldn't, but if for some odd unforeseen reason ... right now if they were not to approve , we are still able to get this Tribal Grant? Mr . Fonda said I don 't believe they are moving it through their Council. We are the administrative part of the system , so usually we do these sorts of things and they are apprised of what we are do in g. Mr . Woodward said okay, so th is will not even come in front of them ? Mr . Fonda said I do not believe so , but they will be informed, I am sure . Mr. Woodward said okay , great. Englewood City Council July 10, 2006 Page9 - COUNCIL MEMBER WOODWARD MOVED , AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (a) (i) • COUNCIL BILL NO. 25. COUNCIL BILL NO . 25, INTRODUCED BY COUNCIL MEMBER WOODWARD A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY (EPA) AND THE CITY OF ENGLEWOOD, COLORADO, FOR THE ISSUANCE OF FISCAL YEARS 2006 , 2007 AND 2008 STATE AND TRIBAL ASSISTANCE GRANTS (STAG) FOR THE LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT PHASE 2 EXPANSION PROJECT. Mayor Wolosyn asked if there was any other discussion . There was none . Vote results: Ayes : Nays : Absent: Motion carried . Council Members Mccaslin, Moore, Wolosyn, Woodward , Tomasso , Oakley None Council Member Barrentine Mayor Wolosyn said thank you Stu . (b) Approval of Ordinances on Second Reading There were no additional items submitted for approval on second reading . (See Agenda Item 9 -Consent Agenda .) (c) Resolutions and Motions (i) Director Eaton presented a recommendation from the Human Resources Department to adopt a Resolution to approve the Collective Bargain ing Agreement between the Englewood Police Benefit Association and the City of Englewood for the years 2007 and 2008 . She said I have included a copy of the updated contract in your packet. If you have any questions regarding the contract or the changes to the contract from last year, I would be happy to d iscuss those with you . COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (c) (i) - RESOLUTION NO . 67 . R ES OLU T ION NO . 67, SERIES OF 2006 A RESOLUTION AUTHORIZING THE PROVISIONS OF THE COLLECTIVE BARGAINING CONTRACT BETWEEN THE ENGLEWOOD POLICE BENEFIT ASSOCIATION AND THE CITY OF ENGLEWOOD FOR THE YEARS 2007-2008 . Mayor W olosyn asked if there was any discussion . There was none. Vote r es ults: Motion carried . Ayes : Nays : Absent: Council Members Mccaslin , Moore , W o losyn , W ood ward , Tomasso , Oakley None Council Member Barrentine (i i) DirP.ctor Eaton presented a recommendation from the Human Resources Department to adopt a Resolution to approve the Collective Bargaining Agreement between the Englewood Fire Fighters Association and the City of Englewood for the years 2007 and 2008 . She said I have also enclosed a cop y of the c ontract in you r packet. If you have any questions rega rding the contract , I would be happy to d iscuss those w ith yo u . Englewood City Council July 10 , 2006 Page 10 Mayor Wolosyn asked if there were any questions . Council Member Woodward said do you have any idea of the value of the number four, changing the Insurance ... the City will contribute 90%, 85% or 80% depend ing on coverage level. Ms. Eaton said I bel ieve for th is particular contract it was about $8 ,000 .00 . Mr. Woodward said okay . COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (c) (ii) - RESOLUTION NO. 68. RESOLUTION NO . 68 , SERIES OF 2006 A RESOLUTION AUTHORIZING THE COLLECTIVE BARGAINING CONTRACT BElWEEN THE ENGLEWOOD FIREFIGHTERS LOCAL NO. 1736 AND THE CITY OF ENGLEWOOD FOR THE YEARS 2007 AND 2008 . Mayor Wolosyn asked if there was any discussion . There was none . Vote results: Ayes : Nays : Absent: Motion carried . Council Members Mccaslin , Moore, Wolosyn , Woodward , Tomasso , Oakley None Council Member Barrentine Mayor Wolosyn said thank you Sue and thanks to everybody in these two departments ... everybody who has worked so hard and I think it is a n ice posit ive step for the rest of us for the next two years . Ms . Eaton said thank you all for your support . (iii) Commander Sanchez presented a recommendation from the Safety Services Department to adopt a Resolution affirm ing the City of Englewood 's compliance with recently adopted State legislation entitled "Imm igration Status -Cooperation with Federal Officials ." He said on May 1st the Senate Bill 90 went into effect. It is referred to as "Immigration Status -Cooperation with Federal Officials ." The bill was des igned to prohibit sanctuary pol icies and calls on local government to cooperate with Federal officials in matters relating to illegal imm igrants ... specifically , if pol ice officers come in contact with someone that has committed a criminal offense and they have probable cause to bel ieve that they are in the country illegally, they are required to notify the Un ited Sta tes Imm igration and Customs Enforcement Officer ... also known as ICE . Like I said , that law went into effect May 1 st and we have since drafted a policy , so that the officers are in compl iance with that. Mayor Wolosyn asked if anyone had any questions a bout th e policy . Council Member Woodward said as I understand it, the operative word here is "report". Officer Sanchez said absolutely, yes, we are just required to notify. COUNCIL MEMBER WOODWARD MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (c) (iii ) -RESOLUTION NO. 69. RESOLUTION NO . 69, SERIES OF 2006 A RESOLUTION PROVIDING NOTICE TO PEACE OFF ICERS OF THE DUTY TO COOPERATE WITH STATE A ND FEDERAL OFFICIALS IN THE ENFORCEMENT OF STATE AND FEDERAL LAWS REG AR D IN G IMMIGRATION . Mayor Wolosyn asked if there was any further discussion . There was none . Vote results : Ayes : Council Members Mccaslin , Moore , Wolosyn , Woodward , Tomasso , Oakley (_ Englewood City Council July 10, 2006 Page 11 Nays : Absent: Motion carried . None Council Member Barrentine Mayor Wolosyn said thank you Jeff. (iv) Director Ingle presented a recommendation from the Department of Information Technology to approve , by motion, an integrated Procurement Agreement with Altiris , Inc. for the purchase and implementation of a Help Desk, Inventory and Network Client Management software application. Funds in the amount of $65,000 have been budgeted for this purpose . He said before Council is an integrated Procurement agreement with a firm called Altiris for the purchase of a software application that, as noted in the Council Communication, essentially brings automation to the IT Department. As Council is aware , we have spent a significant amount of resources and staff time over the past four years implementing major new technologies in the City and that was based on an Information Technology Plan adopted by Council in 2002 . Included in that was the procurement of the system that is before Council and because of competing priorities, we are only just now getting to the point where we in the IT Department are ready to add some major new automation tools for our operations . As noted in the communication , we have targeted funds in the amount of $65,000 .00 for this. The contract is for $60,000 .00 . We went through a formal procurement process looking for different products and found that this application, not only was far less expensive, from a capital and operating perspective , but also met our different operating needs within the department. It includes a Help Desk application to help us manage what we estimate to be between 8,500 and 9,500 different requests that come to the IT Department every year. It includes an Inventory application that will get us away from a lot of manual processes in terms of track ing our legal compliance with software contracts, as well as our hardware inventories of the City and it includes a Client Management application wh ich essentially allows us to better manage almost 500 network devices throughout our computer network ... our enterprise ... including personal computers for deploying applicat ions , fo r making su re that the most up to date security patches are on them ... all of which is currently a very time consum ing and intensive process ... a manual process for our staff. As more and more automation is added to the City, we believe this will make us more efficient and also make us more effective in terms of avoiding staffing pressures as we add more and more technology and processes. By automating our own functions, as the automation department in the City, we think we will do a much better job . Mayor Wolosyn asked if there were any questions. There were none. COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (c) (iv) -AN INTEGRATED PROCUREMENT AGREEMENT WITH AL TIRIS, INC . FOR THE PURCHASE AND IMPLEMENTATION OF A HELP DESK, INVENTORY AND NETWORK CLIENT MANAGEMENT SOFTWARE APPLICATION . Mayor Wolosyn asked if there was any discussion . There was none. Mayor Wolosyn said thank you Don and thanks for saving us a little money too . V o te results: Ayes : Nays : Absent: Motion carried . 12 . General Discussion (a) Mayor's Choice Council Members Mccaslin , Moore, Wolosyn , Woodward, Tomasso , Oakley None Council Member Barrentine (i) Mayor Wolosyn said I would like to thank Jeff Sanchez and Safety Services for the report on fireworks and also just to thank the department in general for coming up with that plan and putting it into place. 1 don't know if it was the rain or the fact that people knew about the plan ... I think it might have been both ... but Englewood City Council July 10, 2006 Page 12 everyone I talked to agreed that it was a much more peaceful 4 th of July. I know it is because of your vigilance and I appreciate it. (ii) Mayor Wolosyn said I would also like to thank Chief Vandermee for the report on the assistance from other agencies regarding the inciden t at K-Mart . I was out of town . I just heard about it from the e-mail and I was glad to see a report of just how ... when someth ing like this happens ... so many different agencies from around the metro area come to our aid . So , thanks to them and thanks to our department. (iii) Mayor Wolosyn sa id I would also like just an update from Community Development on where the Seminary project is . And also along with that update , I realize that they need a PUD regarding parking issues and in one sense, it is in their court ... this process ... but if there is anything we can do to help them move this along with public discussion or whatever they need, I think that we need to help them expedite it. So, if I could get a report back on that, it would be great. (iv) Mayor Wolosyn said on Friday I went to the funeral, a very sad occasion, of Mary White who used to work here and was so instrumental in making sure these meetings flowed . She was one of the faces that welcomed me to the City when I first ran . We didn't send flowers , because they requested that flowers not be sent, however we are going to send a contribution to the Manna Ministry at her church and Sue is taking care of that. I wanted everyone to know that. (v) Mayor Wolosyn said now down to d iscussing Mr. Cohn's issues . I have a list here. Does everyone agree that maybe we should go through them and resolve some of them , because the timeline is short? This thing is coming up in September. As I see it, some of them, I think , are really out of our hands . Number one , to hold off the closing ... we are not even sure where we are in the process of Acoma and I don 't th ink that any of us here are in a position to say anyth ing about that. However, some of the th ings I know that we do have contro l over. Things like you asked for the waiver of the fee for the banner , the rent of the show wagon ... do we have control ove r that or is that something that Parks and Rec makes a decision on? City Manager Sears sa id I th ink Council could do that. Council Member Woodward said I would recommend that we take it to Parks and Recreation because when we bought the new show wagon the Commission had a discussion on how it was going to be available and to who . Ms . Wolosyn said so that is the Commission to go to and they meet this Thursday at 5 :30 p.m. at Pirates Cove . Ms. Wolosyn said about the ad in the Citizen . The Citizen is something that C ity Council and the management of the City give to the citizens every year and I think when this has come up before ... and maybe people want to d isagree with me, but we have always been in agreement that it shouldn 't be a venue for advertisement. But if you are wo r king with one of the boards or comm iss ions , you can be listed in the regular calenda r that goes up on the Events of the City and it wor ks for everyone . I don 't want to change that precedent. .. if everyone ag rees . Ms . Wolosyn said closing the street...l think it comes up time and time again . I, myself, can tell you that I am not in favor of closing the street, but I would like to open that for discussion here. I would also like some comments on the suggestion from Mr. Vasilas that we reduce the speed limit for that day. Council Member Mccaslin said didn't Ted say that he talked to about 8 or 9 people and they did not want it closed? So , it sounds like the majority of the business ow ners don't want the street closed . That is w hat I am getting . Council Member Woodward said a week ago, after recei v ing in our packets the letter from Brook Bell ... on Friday , I had gone out and talked to a number of the business owners in the 3500 and 3400 block of South Broadway , the larger ones , and the answer was that it was unanimous not to shut down Broadway ... very strongly unanimous . In fact , one business owner brought up on their cash register ... they had a program , where they were able to show me their sales and 50% of their weekly sales are on Saturday. They are a destination business . They were very concerned . King Soopers was very concerned . They had not heard anything about this and they were not in favor of it. So , as far as shutting down Broadway, I think the cost involved ... number one it isn't in the budget , it hasn't been considered at all and for a one time event, I don't think I see the value to the c itizens of shutting down Broadway . Now I do see the value of the Car Show , like the Car Show was last year , and I think that was real valuable and I think there was a big turnout. And I guess I even wonder if that is the appropriate venue for this Englewood City Council July 10, 2006 Page 13 even t. Maybe th is event should be somewhere else ... City Center ... I don't know . I guess I am just throw ing that out. But there are a number of concerns that I have w ith shutting down just one lane . I think it is really unsafe . I can just see a three year old running out into Broadway and hit by a car . That scares me . As far as some of the things that the City has done and is doing ... the 41 h of July celebration we had , the Funfest celebration we will have ... those are things that we put on for the citizens and are very involved with . I think those are my main comments . Mayor Wolosyn asked if there were any other comments . Council Member Tomasso said I agree with Jim that we put on these events for the c itizens , but there is a possibility that we should also put on events that support our merchants . This event is one of those that supports our merchants , bring other people in from other cities , possibly to visit our destinat ion merchants and see what Englewood really has to offer. I do agree that there is that question about shutting down Broadway ... that would affect the majority of the merchants on Broadway and their cash register ... thus our sales tax . So there is that problem there, but I think that any assistance that the City can offer ... like loaning barricades and assisting with sweeping the parking lot. .. is very beneficial to the merchants. I think that the more types of festivals that a city holds ... you have places like Breckenridge and Telluride that have a festival every week. They have one every week to bring people in . That we are up to maybe three now, plus the Christmas celebration, which would make " four , it isn't that much more. I th ink it is just something in the marketing of Englewood community relations that we should involve ourselves in and the cost to the City is not that great. Ms . Wolosyn sa id the question at hand is closing Broadway. Mr. Tomasso said but I think closing Broadway is a tricky question on Saturday. Maybe next year if they considered Sunday and had the merchants open on Sunday, when they weren 't destinations , then they could close Broadway on a Sunday. Have it on a Sunday afternoon . So maybe scheduling it next year for a Sunday and scheduling the closing of Broadway on a day when it wasn't a destination sale . Council Mem ber W ,dward said , hopefully , with the BID in place next year, maybe the BID would want to put forward the , on ey 11..,. he cost of some of those things. I think , as I understood it from some of the largest businesses in the '400 and 3500 blocks on Broadway, there would be lost sales tax and their fears are the destination people that don't show up , that turn around and go somewhere else , may not come back because it was a hassle on that particular Saturday . I think Ted discussed that also . I don 't think that works . So , my concern is shutting down Broadway. As far as supporting a car show and supporting the businesses with banners and some things that we can support ... low cost things ... I am all for tha t. Counc il Member Oakley said I attended last year's Car Show and I intend to attend this year . I support it whole heartedly. I th ink there are a couple of th ings here that we need to cons ider. If we are just saying closing Broadway, that is one th ing , but attract ing new business to downtown , there is no doubt about it, this brings a lo t of people into the downtown area . Now if it got so b ig or to a po int that the downtown merchants didn't want it here becau se it was a ctu all y deterr ing the ir business because there were too many people here , tha t wou ld be something else, but this could take years for that to w ork its way fo rw ard . So, in th e mean time, I th ink that the City should support this Car Show in every way they can, but for this year I don't think we should close Broadway . I th in k the car people are very astute people and if they want to go from one side of Broadway to the other, they can go to the signal and do it. I don't think it would hurt the car show that much . Mayor Wolosyn said you don't find a need to bring down the speed limit? Mr . Oa k ley said no , but I w ant to do everything else that we can in su pport . Ms . Wolo syn said oka y, than ks . Council Member Mccaslin said I think, as Ray w as saying ... l have been to Leadvi ll e, Vail and Este s Pa rk ... t hey have things t hat are so neat and unique to their cities an d I think, Doug and his c o mmittee has done a great j ob in trying to put this toget her. I would support it as much as I can, bu t again, heari ng f rom Ted, I think the on ly issue I had was closing down Broadway. But, I would support it in any other way that I could . Mayor Wolosyn said I think we are pretty much in consensus on closing Broadway , but I am in favor of waiving the banner fees ... is everybody? Okay. Council Member Woodward said I think the one th ing ... l think you had mentioned two weeks prior to ... l think one week of those weeks Funfest has the banner up, which comes at the end of August. ..... Englewood City Council July 10, 2006 Page14 Council Member Oakley sa id in my experience in plac ing the banners , they do have them booked up qu ite a ways in advance , so if they haven 't checked on that, they may not be ava ilable anyhow . Mayor Wolosyn said exactly . Yes , Doug , just briefly though . Do you want to tell us about the banners? Mr. Cohn said the last I checked with Public Works , Linda was saying that both banne r poles were available . The rule is outsiders can 't sign up until 45 days out. Mayor Wolosyn said okay , we will do what we can to expedite getting that up and you can talk to Commun ity Development about the dates you want it up and all of that , okay? Mr. Cohn said just one other question . We are worried about the park ing lot. Who can I talk to about that? I have talked to Darren and he says well, Bob will make the dec ision and Bob says , well no , this is a City Council decision . Mayor Wolosyn said we all need an update on where the Acoma Project is . I, myself, don 't feel that I can speak to it right now. I don 't know if anybody feels differently. City Manager Sears said actually Bob probably does know, I know you talked to him , but I suggest that this come back, say at the Study Session next Monday night , so that there will be some clarification as to where the negotiations are. Mr. Cohn said okay. It sure would be handy if you guys could delay the closing for two days . Council Member Woodwa rd said EURA is the majo r owner of that land . Mayor Wolosyn said righ t. So, you have ambulance and ant ique fire truck , is that something we can address . City Manager Sears said we d id that last year . I don 't th ink that it should be a problem , Chris . Director Olson said I think we can do that again . It is just a matter of gett ing personnel to bring it down to the location, so we would be happy to do that. Mayor Wolosyn said does that cover everything you listed? Okay , so you know we will be addressing the ones that we couldn 't fully address tonigh t. Thank you guys for your pat ience and respect for the system . (b ) Council Members ' Choice (i) Council Member Mccaslin said I had a question ... we ban fireworks here in the City and Arapahoe County, but yet we had a fireworks stand open on Hampden and Federal. I just can't figure that out. That is like saying no guns all owed, but we have a gun shop open where you can buy them . Somebody needs to help me out on that one . Mayo r Wolosyn sai d tho se a ren 't bei ng sold in Engl ewood, th ey are being sold in the City of Sheridan . Mr . M ccasli n sai d bu t isn't that A rap a hoe Cou nty? Ms. Wolos yn said the Coun ty is responsible, as I understand it. . .for uninco rpo ra ted Arapah oe Coun ty. T hat is who they make laws for and each municipality is responsible for local control. It is one of the parad oxes of living . Mr. Mccaslin said it is amazing to me , we ban fireworks all over and yet there is a fire wo rks stand . (ii) Council Mem ber Woodward : 1. He said I just to want to acknow ledge the work of Nancy Peterson who is , as I understand it, as of the 51 h of July on disability. At the Englewood Housing Authority meeting of last week , they wanted to stress their concerns regarding not having Nancy around any more and that her position . hopefully, won 't be elim inated . And they wanted to state that she has been a very positive and proactive liaison to the Hous ing Authority . I sa id I Englewood City Council July 10, 2006 Page 15 personally hadn't heard anything about a position being eliminated and I also mentioned that Commander Sanchez is going to be helping out on some of that right now. 2 . He said I also wanted to acknowledge Bob Spada from the Golf Course for this letter regarding the Hole- In -One program . We have a letter from some parents complimenting what a fine job that that is for our youth and I think it is something that I am certainly in support of and the Parks and Recreation Commission has been supporting of and I know Bob has really worked with his staff. It is quite a project and one of the best in the country. So congratulations to Bob on another successful year . 3. He said is there anybody from Community Development here? Or maybe Chris would know. I would like to know the status of the house on Wesley and Zuni . Is it gone? Did the swat team get in there and do their work? Director Olson said I can see Commander Sanchez shaking his head . We never got in there . And I quite honestly don't know what the status of it was . It was supposed to have been torn down , but we never had any active involvement in it. .. either from the fire or the police side . Is that correct? Commander Sanchez said yes, we were waiting for asbestos removal. Council Member Woodward said it was my understanding that we were waiting on asbestos removal before the swat team was going to be going in . I know the asbestos was removed a couple of weeks ago and there was a memorandum from Community Development that I believe said that Safety Services was going to be in there the week of the 241 h or something to that effect. I don't know . Director Olson said we will check on that and just see where it is at. I know that the process was trying to get that house down as quickly as possible . Council Member Woodward said if we have the opportunity to do the training and it is a day or two difference, I don't think that matters at this point. ••••• Mayor Wolosyn sa id I would l ike to piggy back on the compliments to Parks and Recreation . I would like to comment on the flowers . Thanks for the picture , but I didn 't need it, I had already been noticing them . They look very nice and it is great to have them back. 13 . City Manager's Report (a) City Manager Sears said I did have a conversation with Nancy Peterso n last week before she went on disability. She is on disability until there is a determination by the FPPA in regard to her status . We are still working with Human Resources and with Nancy in terms of trying to determine, once her capability is determined, whether or not she can do a civilian type of position or can stay on a part-time basis . A lot depends on where the doctors are . So , I know we would like to give Nancy recognition for all th e wo rk she has d one . At the same time, I know that Chris, and Jeff in particular, are working on Na ti on a l Night Out. I know tomorrow nig ht is their recogn ition of Nat ion al N ig ht Out and Na ncy Pe terson will b e there tomo rrow even ing . But I asked Chris to put together a plan tha t, hopefull y , he can presen t on Mo nda y night to th e Co uncil that w ill sa y this is how th e plan for N ati o na l Night Out is going to proceed ... unless there is an yth ing el se , Chris, that you woul d like to add to that. Director Olson said I think you had a memo in your packet. Essentially , what we are going to do is we are going to assign one of our part-time police officers, Officer Tim Mitchell , to essentially take over tha t f u nction ... still in a part-time capacity . His main focus right now is going to be on N ational N ight Out and essentially having that event as close as we can to the original intent of what it was all about. So , we think we will be able to do that. But anyway, that is the plan which will begin , essentially immediately, we 're preparing for that night which is Aug ust 1'1 • Englewood City Council July 10, 2006 Page 16 City Manager Sears sa id that position has not been el im inated and hopefully we can work w ith Nancy in the future . Mr . Olson said yes . Mr . Sears said if we need to send a note out to the Hous ing Authority , we can do tha t. I know publicly , it has been difficult. Council Member Woodward said well , I think once the rumor mill starts ... Mr . Sears sa id what we do need is some clarification on where we are go ing as soon as we can . (b) City Manager Sears sa id Frank Gryglewicz is here to talk briefly about the financial report , wh ich is positive . I think he is scheduled to do a more in depth financial review next Monday night. .. kind of a mid -year review ... when he will talk about the details . Director Gryglewicz said I am not going to do the full report here at the podium , but I want to give Council an update on revenues , because the ir levels are 4 .3% over last year at June 30 1 h which triggers wage increases per the contracts fo r pol ice and fire . They go into effect July 151 and they will be on the checks this Friday . That is really all I had . I will give Council a more in depth update of the June report at the next Study Session . Mayor Wolosyn said thank you, Frank . (c) City Manager Sears sa id the other suggestion was to discuss the naming of the dog park . Mayor Wolosyn said do you want to go ahead and address that now? We have a recommendation from Parks and Recreation for the name Canine Corral and they want us to endorse it. Mayor Wolosyn asked if there was any discuss ion . Council Member Woodward said the only th ing tha t I would suggest is to put Par k on the end of it, because one of the things the Parks and Recreation Commission was trying to do was separate it from Belleview Park . So , it isn 't Canine Corral at Belleview Park . It is its own park . In that way people aren 't thinking that Belleview Park , in any way , is an off-leash park . Council Member Moore said I don't want to try to get too involved in pick ing a name , but I have to admit that kind of along the lines Jim , of what you were saying, I was more drawn to the names that brought Englewood into it. I mean , where this park is ... everyth ing that has gone into it. I was attracted to something that kind of publicizes that this is an Englewood dog park . But , I don 't know how else to react. I don 't know if there are elements of the d iscuss ion with the Commission ... ! noted in here tha t it seems like Can ine Corral wasn 't wholeheartedly ag reed to . Counci l Member Woodward said I wou ld say tha t was accurate . Somebody mentioned the name Engl eWOOF Park . Council Member Moo re sa id I tho ught that was k ind of cleve r ... even the Englewood Bark Pa rk ... it was cut e, but it still k ind of emphas iz ed the Ci ty 's involveme nt. Director Black said I may add a little bit to that. Englewood Unleashed was charged with bringing names to the Parks and Recreation Commission and they had a contest. They ended up with six names . The number one name on their list was EngleWOOF Park . I know when the Parks and Recreation Commission talked about the names , I think it is fair to say ... and I don 't mean to be negative ... but they weren't overwhelmed with the names . We did a little research, Gary Hultberg and our office did, on dog parks across the nation. I w ould sa y at least 40 to 50 percent use the name Bark Park ... and the reason for that is because it says exactly what it is . It is a Bark Park , it is a dog park . Certainly my recommendation is not that that is Englewood Bark Park , but just for information purposes . The information that Gary collected states that's what it is , because a lot of times it tells what the park is as opposed to whether it is a doggie day care or something like that. I think that was a couple of concerns from the Parks and Recreation Commission . But certainly , I think Englewood Unleashed should be commended for the efforts that they put out there , because they put a lot of time and effort in terms of gathering names to make a recommendation to the Parks and Recreation Commission . I am sure that if you have any questions for Unleashed that Alice Hanna is here and would be happy to answer those as well . Mayor Wolosyn said I have a question for you . Do you think that the Recreat ion Commiss ion would be devastated if we chose another name out of the group ? Mr. Black said I don't th ink so . Ms . Wolosyn said and how about you Alice ? Englewood City Council July 10, 2006 Page 17 Director Black said if it is okay, Alice would like to make a comment. Alice Hanna said the only point I wanted to make about Englewood Bark Park is ... and it is nothing negative, but that there is another group in Englewood called the Jason Bark Park Group and some people had thought there might some confusion to that. That was j ust a comment I wanted to make . Mayor Wolosyn said I agree . People might start thinking that Jason Park is the Bark Park ... if it was called the Englewood Bark Park . Ms. Hanna said yes, right, because there is another group called that. Mayor Wolosyn said how about EngleWOOF Park? Ms . Hanna said I think this is the order ... EngleWOOF Park was number one, for Englewood Unleashed , and then Englewood Bark Park, Gero Dog Park ... which is the name of a dog who is the first dog Canine Officer to be killed in the line of duty in Colorado ... and then Park N' Bark, 4 Paws Park and then Canine Corral. Those were our contest winners . Council Member Oakley said Canine Corral certainly says it, what it is . Maybe we could work out something with that. Council Member Moore said even sticking Englewood in front of it ... I mean is it just a matter of what the signage is? Director Black said we do need to come up with a name in order to put the signage together for that, because we are going to need to promote the dog park . Council Member Moore said I'm sorry , did I hear Al ice correctly ... that you went through them in the order of preference? (Clerk 's note : Ms . Hanna 's response from the audience was unclear.] Mr. Moore said so the Parks and Recreation Commission's recommendation is Englewood Unleashed last recommendation . Mr. Woodward said it tied for fifth recommendation . Ms. Hanna said when we have told people that Parks and Recreation chose Canine Corral , people have been very happy with that. I do think Englewood Canine Corral would be a good thing too. Mayor Wolosyn sa id do we want to make it Englewood Canine Corral Park ... that is a big mouth full . Mr. Woodward said it's a big sign . Ms. Wolosyn sa id I can see your concern . D irector Black said before I make tha t comm itm e nt, I would feel more comfortable in talk ing with th e Parks and Recreati on C om miss io n a bo ut th at again . Jim, I don't know what you think. Mayor Wolosyn said what about just scraping it and going to the first choice of EngleWOOF Park? Council Member Oakley said I would rather go with the Commission's recommendation of Canine Corral, myself. Mayor Wolosyn said how is everybody else on this? Council Member Tomasso said I am just not overwhelmed by that. Council Member Mccaslin said I like EngleWOOF . Council Member Moore said on one hand I think it is kind of clever . I would like to say maybe we could at least limit it to three to discuss : EngleWOOF Park, Englewood Bark Park and then an amended Englewood Canine Corral. Mr. Mccaslin said that is a good idea . Mayor Wolosyn said and then bring it back or do it right now? Mr. Moore said maybe for now ... that at least brings us to three . It looks like there are more contributions . Council Member Mccaslin said Jerrell, you wanted to take it back to Parks and Recreation and discuss it, right? Englewood City Council July 10, 2006 Page 18 Director Black sa id yes, but I'm not sure that Mr . Woodward does and , certainly , I would defer to him . [Clerk's note: Several comments were made that were unclear.] Director Black said if that is the Council's feeling ... to take the three names back, we could certainly do that. .. if you wanted to do that. Mayor Wolosyn said let me hear from Dave , what were you going to say? Open Space Manager Lee said I was just going to add that I kind of liked Alice's suggestion ... Englewood Canine Corral Park ... is somewhat of a mouth full , but anybody could shorten that if they want to ... whether it is Canine Corral , Englewood Canine Corral , or what have you . It might be someth ing to consider along with the other name selections . COUNCIL MEMBER OAKLEY MOVED TO NAME THE DOG PARK "ENGLEWOOD CANINE CORRAL." Mayor Wolosyn said okay. Is there a second? Council Member Tomasso said could we drop the word Corral and just put Englewood Canine Park? Council Member Moore said it doesn't flow . Mayor Wolosyn said that sounds menacing . Mayor Wolosyn said we have a motion, but I don't have a second to call it Englewood Canine Corral. Council Member Moore said are we getting any new information over there? Director Black said Corral and Park are two nouns that are next to each other. Mr. Moore said I am sorry, say · that again . Mayor Wolosyn said you don't like parks with two nouns together? Mr . Black said Alice, I will let you explain it. Ms. Hanna said Canine Corral Park has two nouns at the end and ... l know this sounds silly , but it is repetitive . Canine Corral is a physical enclosure and a Canine Park is a physical enclosure , but it doesn't make sense . To me, just hearing that does not make sense . Canine Corral Park doesn't sound correct. Council Member Moore said I thought the suggestion was replacing Corral with Park . Mayor Wolosyn said no , Jim sa id to call it Canine Corra l Park . Mr. Moore said I agree with the comments f rom the floor . Council Member Mccaslin said I was getting rid of Corral and replacing it with Park . Council Member Oakley said my motion was to name the dog park "Englewood Canine Corral." C OUN CIL M EMBE R MOORE SEC OND ED COUNCIL M EMB ER OAKLE Y 'S MOT ION . Mayor Wolosyn asked if there was any more discussion . There was none . Vote results: Ayes : Nays : Absent: Motion carried . Council M embers Mccaslin , Moo re, Wolosyn, Woodward, Tom ass o , Oa kley None Council Member Barrentine Director Black said I just want to make sure that when I leave the podium that I have the right name . Mayor Wolosyn said Englewood Canine Corral. Mr. Black said okay, thank you . Mayor Wolosyn said thanks you guys . ( .. Englewood City Council July 10, 2006 Page 19 (d) City Manager Sears said you all got letters for the July 21 51 Arapahoe County Dinner. Leigh Ann said that we hadn't really heard back from you if you were going to go. Please let me know, because we need to let their Public Relations Officer know tomorrow, if you are going to be at that dinner. (e) City Manager Sears said I do want to say thank you to the City Council for your support for the German exchange . Mr. Wellman was here for three weeks and I think we learned a lot from him when he was here . Their Council is going to be receiving a proclamation indicating their interest in participating ... that I will be bringing back. I will have an opportunity to meet with three mayors and staff in three communities while I am there and I will give a report . But thank you for your support . During this time Mike will be in charge of the City. I leave on Wednesday night and come back in two weeks and Mike will be here. I know Jerrell also will be taking a couple of days during that time . So, thanks . Mayor Wolosyn said bon voyage . Mr. Sears said thank you . 14. City Attorney's Report (a) City Attorney Brotzman said I do have a request for a motion for a settlement on Richard Talent versus the City of Englewood . This is the tragic case of Brian Mueller. Mr. Talent was an innocent third party that Mr. Mueller hit. It took us awhile to settle out the actual medical expenses and other liabilities in this ~and we have come up with $92,500.00. Mayor Wolosyn asked if there were any questions for Mr. Brotzman . Council Member Mccaslin said does this settlement clear us of liability or will there be other ongoing issues? Mr. Brotzman said this will end everything and actually we are liable. Officer Mueller drove into the side of the truck. Mr. Mccaslin said right and as far as the medical expenses, he can't come back ten years later asking for additional compensation? Mr . Brotzman said this will be it , this will finish everything . Mr . Mccaslin said okay. COUNCIL MEMBER TOMASSO MOVED, AND IT WAS SECONDED, TO APPROVE SETTLEMENT OF RICHARD TALENT VERSUS THE CITY OF ENGLEWOOD. Ayes: Council Members Mccaslin, Moore, Wolosyn , Woodward, Tomasso, Oakley Nays : None Absent: Council Member Barrentine Motion carried . 15 . Adjournment SYN MOVED TO ADJOURN . The meeting adjourned at 9 :00 p .m . . ( - -----~ --· ---. -- JllX 27, 2006 The Grand Lodge of Colorado invites you to Come to F.nglewood ~.LQQnic Lodge 3500 S. Shennan St. Englewood, Colorado 6PM Refreshments 7PM Ceremony To celebrate the decommissioning of the Englewood Masonic Lodge Building Observe the removal and reading of the contents of ·1·he cornerstones of the old Lowell Elementary School And Englewood Masonic Lodge A brief history and what is happening at .. Masons Square" PUBLIC IlWITED .. PROCLAMATION WHEREAS , th e National Ass ociation of Town Watch (NATW) is sponsoring a nationwid e crime , drug and violenc e preve ntion program called National Night Out on August l , 2006 and WHEREAS , the "23rd Annual National Night Out" provides a unique opportunity for the City of Englewood , Colorado to join forces with thousands of other communities across the country in promoting cooperative police-community crime prevention efforts ; and WHEREAS, the residential and business communities play vital roles in assisting the Englewood Department of Safety Services in its joint crime, drug and violence prevention efforts in Englewood, Colorado , by supporting "National Night Out 2006" locally; and WHEREAS , it is essential that all citizens of Englewood , Colorado, be aware of the importance of crime prevention programs and the impact that their participation can have on reducing crime, drugs and violence in the Englewood , Colorado ; and WHEREAS, this crime prevention program is designed to heighten awareness and generate support for anti-crime program s, and to strengthen neighborhood spirit and police/community relations ; and WHEREAS , the police-community partnerships and neighborhood safety, awaren ess and cooperation are important themes of the "National Night Out " program in sending a message to criminals letting criminals know that neighborhoods are organized and fighting back ; NOW THEREFORE, I , Olga Wolosyn , Mayor of the City of Englewood , C olorado, hereby proclaim Tuesday, August 1, 2006 as: NATIONAL NIGHT OUT in th e City of En g lewood , Colorado , and ur ge all Englewood c iti ze n s to support th e "23rd Annual National Night Out" program by getting to know yo ur neighbors and sending a message to criminal s that the neighbo rhoods in the City of Englewood are organized and fightin g back against crime. GIVEN und er my hand and seal th is 24t h day of J ul y , 2006 . '\ Olga Wolosyn, Mayor 8a COUNCIL COMMUNICATION Date: Agenda Item: Subject: July 24, 2006 9 a i Metro Mayors Caucus Single-Family Mortgage Bond Program Private Activity Bond Cap Allocation Initiated By: Staff Source: Community Development Department Mark Graham, Senior Planner COUNCIL GOAL AND PREVIOUS COUNCIL ACTION • Council established goals for enhancing housing options including home ownership in Englewood. RECOMMENDED ACTION Staff recommends that Council adopt a Bill for an Ordinance authorizing participation in the Metro Mayors Caucus Single Fam ily Mortgage Bond Program w ithout assigning any 2006 Pri vate Activity Bond (PAB ) cap allocation . BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The State of Colorado allocates Pri vate Activity Bond (PAS) Cap to jurisdictions eligible to recei ve more than one million dollars of PAB. Englewood became an entitlement community for a PAB allocation in 200 2. Prior to that, Engle w ood w as eligible to apply to the state for PAB. Englewood w as allocated $1 ,2 99 ,640 for 2006. Betwe en 199 8 and 2002, Engle w ood applied to the State to assign its shar e of PAB to the Metro Mayors Ca u c us (MMC) m o rtgage bond program admini stered by the City of Den ver. The MMC suspended their p rogram in 2002 when interest ra t es were in flu x, and it b eca m e diffic ult fo r th ei r lenders to get the money loaned . Since 2002, Englewood has assigned its PAB to the Colorado Housing Finance Authority for home ownership programs. MMC is funding a portion of their current mortgage loan program with funds that have been repaid. Some of those recycled funds were originally assigned to MMC by Englewood. Begi nn ing in 2004- 2005, MMC has offered to cities th at p revio usly con tribu te d the o ption of pa rti cipa t in g i n their single-family mortgage loan program withou t any current yea r assignment of PA B. It is sti ll n essary for Counci l to pass a Bill for an Ordinance to participate and to authorize execution of th r quired documents. Th Mi\1C program provi d es th e following: • 30 year fixed rate home mortgages to residents purchasing homes in participating cities. • b low market interest rates . • 4% down payment assistance grant. • Income limits -Families of 2 or fewer $71,700; families of 3 or more $82,455. • Purchase price limits -$365,000 maximum purchase price in 2006. FINANCIAL IMPACT Adopting the Bill for an Ordinance authorizes participation in the MMC Single Family Mortgage Bond Program without contributing any of Englewood 's 2006 PAB. LIST OF ATTACHMENTS Bill for an Ordinance ORDINANCE NO. SERJES OF 2006 BY AUTHORITY A BILL FOR COUNCIL BILL NO. 30 INTRODUCED BY COUNCIL MEMBER~~~~~- AN ORDINANCE AUTHORIZING THE DELEGATION TO THE CITY AND COUNTY OF DENVER, COLORADO THE AUTHORITY OF THE CITY OF ENGLEWOOD, COLORADO WITH RESPECT TO THE ISSUANCE OF SINGLE FAMILY HOME MORTGAGE REVENUE BONDS (THE "BONDS") TO FINANCE RESIDENTIAL HOUSING FACILITIES FOR LOW AND MIDDLE INCOME PERSONS AND FAMILIES WITHIN THE CITY OF ENGLEWOOD, COLORADO AND CERTAIN OTHER CITIES AND COUNTIES IN THE STATE OF COLORADO; APPROVING SUCH BONDS AND A SINGLE FAMILY MORTGAGE LOAN PROGRAM ; AND AUTHORIZING THE EXECUTION AND DELIVERY OF A DELEGATION AGREEMENT AND OTHER DOCUMENTS IN CONNECTION THEREWITH. WHEREAS, the City of Englewood, Colorado (the "City"), and the City and County of Denver, Colorado (the "Issuer"), are each authorized by the County and Municipality Development Rev enue Bond Act, constituting Article 3 of Title 29, Colorado R e vised Statute s, as amended (the "Act"), to finance projects as defined in the Act , including residential housing facilit ies for low and middle income persons and familie s; and WHEREAS, Section 29-3-104(2) of the Act provide s that a county or municipality may delegate by resolution or ordinance, as the case may be , to any other county or municipality authority to act on its behalf in the financing of projects under the Act and that any such delegation may be general or limited in scope and time and may be irrevocable for the term or terms of any financing agreement or bond issue, all as prov id e d in such resolution or ordinance ; and WHEREAS , contingent upon the receipt of priv ate activity bond volume cap a llocation ("Allocation") from the State of C olorado (th e "State") for u se in the Single Family Mortgage Loan Program (as hereafter de fin ed), th e I ss uer proposes to issue si ng le family home mortgage revenue bon d s p ursuant to the Act (the "Bonds") to finance residential housing facilities for low and middle income persons and families within the City and other cities and counties in the State of Colorado (the "Single Family Mortgage Loan Program"); and WHEREAS, the City desires to delegate to the Issuer the authority of the City to finance and oth erwise take action and exercise p ower under the Act on behalf of th e City with res pec t to the Single Family Mortgage Loan Program within the City ; a nd WHEREAS , it is necessary to evidence such delegation by the execution and deli ve ry by th e City of a Delegation Agreement (t he "Delegation Agreement") attached as Exhibit A ; NOW , T HEREFORE , BE IT ORDAINED BY THE CITY COUNC IL OF THE C ITY OF ENGLEWOOD, COLORADO, AS FOLLOWS : -1- Section 1. In order to facilitate the origination of single family mortgage loans within the boundaries of the City as part of the Single Family Mortgage Loan Program, the City hereby (a) delegates to the Issuer the authority of the City to finance and otherwise take action and exercise power under the Act on behalf of the City with respect to the Single Family Mortgage Loan Program within the City and (b) approves, and authorizes and directs the Mayor of the City to sign and the City Clerk to attest and deliver the Delegation Agreement in substantially the form presented at this meeting . A copy of the Delegation Agreement is on file in the office of the City Clerk and is available for inspection by the public. Section 2 . The Council hereby approves the Bonds and the Single Family Mortgage Loan Program for purposes of Section 147(f) of the Internal Revenue Code of 1986 , as amended . Section 3. The Mayor of the City is hereby authorized and directed to execute and deliver and the City Clerk is hereby authorized and directed to attest and deliver such other agreements and certificates and to take such other actions as may be necessary or convenient to carry out and give effect to the Delegation Agreement and this Ordinance, including any agreement or certificate approving the Bonds or the Single Family Mortgage Loan Program for purposes of Section 147(f) of the Internal Revenue Code of 1986 , as amended. Section 4 . Nothing contained in this Ordinance or the Delegation Agreement shall constitute a debt , indebtedness or multiple-fiscal year direct or indirect debt or other financial obligation of the City within the meaning of the Constitution or statutes of the State of Colorado or the home rule charter of any political subdi vision thereof, nor give rise to a pecuniary liability of the City or a charge against its general credit or taxing powers . Section 5. The participation of the City in the Single Family Mortgage Loan Program is contingent upon the receipt of Allocation for the Single Family Mortgage Loan Program from the State. In the event the State does not award Allocation for the Single Family Mortgage Loan Program , this Ordinance, the Delegation and Participation Agreement, and all duties , obligations and rights of the City under this Ordinance and Participation Agreement shall terminate immediately . Section 6. If any section, paragraph , clause or provision of this Ordinance shall for an y reason b e he ld to be inval id or un enforceable, the in val idity or un e nforceabil ity of any such section, paragraph, c lause or provision shall not affect any of the remain in g provisions of this Ordinance . Introduced, read in full , and passed on first reading on the 24th day of July , 2006. -2- Published as a Bill for an Ordinance on the 28th day of July, 2006 . ATTEST : Olga Wolosyn, Mayor Loucrishia A. Ellis, City Clerk I, Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of a Bill for an Ordinance, introduced, read in full, and passed on first reading on the 24th day of July , 2006. Loucrishia A. Ellis -3- DELEGATION AGREEMENT THIS DELEGATION AGREEMENT (this "Delegation Agreement") is between CITY OF ENGLEWOOD , COLORADO , a home rule municipal corporation and political subdivis ion of the State of Colorado (the "City"), and the CITY AND COUNTY OF DENVER, COLORADO, a home rule city and a municipal corporation of the State of Colorado (the "Issuer"). REC IT AL S: WHEREAS , the City and the Issuer are each authorized by the County and Municipality Development Revenue Bond Act , constituting article 3 of this title 29 , Colorado Re vised Statutes , as amended (the "Act'), to finance projects as defined in the Act , including residential housing facilities for low-and middle-income persons and families ; and WHEREAS , Section 29-3-104(2) of the Act provides that a county or municipality may delegate by resolution or ordinance, as the case may be , to any other county or municipality authority to act on its behalf in the financing of projects under the Act and that any such delegation may be general or limited in scope and time and may be irrevocable for the term or terms of any financing agreement or bond issue , all as provided in such resolution or ordinance ; and WHEREAS , contingent upon the receipt of private activity bond volume cap allocation ("Allocation") from the State of Colorado (the "State") for use in the single Family Mortgage Loan Program (as hereinafter defined), the Issuer proposes to issue single family home mortgage re venue bonds pursuant to the Act and its home rule charter (the "Bonds ") to finance residential housing facilities for low and middle income persons and families within the City and other cities and counties in the State (the "Single Family Mortgage Loan Program"); and Whereas , the City wishes to participate in the Single Family Mortgage Loan Program ; and WHEREAS , the City desires to delegate to the Issuer the authority of the City of Englewood to finance and otherwise take action and exercise power under the Act on behalf of the City of Englewood with respect to th e Singl e Family Mortgage Loan Program within the City. NOW THEREFORE , in con si derat ion of t he mutual cove nants and undertak ing s se t forth herein , the City and the Issuer hereby agree as follows: Section l . The City of Englewood, Colorado hereby delegates to the Issuer the authority of the City to finance take action and exercise power under the Act on behalf of the City with respect to the Single Family Mortgage Loan Program wi th in the Ci ty. Section 2. The Issuer hereby accepts the de legation of authority fr om the C it y pursua nt to Section 1 hereof a nd agrees to abi de by each of the terms and cond itions of th is Delegation Agreeme nt in connection with the use of such de legation. The Iss uer agrees to make available to th e City, a portion of th e proceeds of th e Bond s fo r th e origi na tio n of hom e mortgages wi thin the City's boundaries . Section 3. The participation of the City in the Single Family Mortgage Loan Program, and all undertakings, obligations, duties and rights of the City and the Issuer under this @ )C ... I II I T" A. Delegation and Participation Agreement, are contingent upon the award from the State of Allocation for the Single Family Mortgage Loan Program. Section 4 . In the event that the State does not award Allocation for use in the Single Family Mortgage Loan Program, this Delegation and Participation Agreement, and all duties, obligations and rights of the Issuer and the City hereunder, shall terminate . If the State does not award Allocation for use in the Single Family Mortgage Loan Program, the City agrees to hold the Issuer harmless for any costs or any other liabilities incurred by the City with respect to the adoption and approval of this Delegation and Participation Agreement , the Ordinance of the City adopted with respect to the Single Family Mortgage Loan Program , or any other City actions related thereto. IN WITNESS WHEREOF, the City and the Issuer have caused this Delegation Agreement to be executed to be effective as of , 2006 . [SEAL] ATTEST: Loucrishia A. Ellis , City Clerk [SEAL] ATTEST : Cl erk and Rec order Approved as to form : A ssistant Ci ty Attorn ey Cou nt ersigned: A uditor CITY OF ENGLEWOOD Olga Wolosyn, Mayor CITY AND COUNTY OF DENVER, COLORADO , as Issuer Mayor COUNCIL COMMUNICATION Date: Agenda Item: Subject: July 24, 2006 9 a ii 2006 Private Activity Bond Cap Allocation Initiated By: Staff Source: Community Development Department Mark Graham, Senior Planner COUNCIL GOAL AND PREVIOUS COUNCIL ACTION • Council established goals for enhancing housing options including home ownership in Englewood. RECOMMENDED ACTION Staff recommends that Council adopt a Bill for an Ordinance authorizing assignment of Englewood's 2006 Private Activity Bond (PAB) Cap Allocation to the Colorado Housing and Finance Authority (CHFA) for home ownership programs. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The State of Colorado allocates Private Activity Bond (PAB) Cap to jurisdictions eligible to receive more than one million dollars of PAB. Englewood was allocated $1 ,2 99,640 for 2006. Englewood became an entitlement community for an allocation for the first time in 2002 . Prior to that, Englewood was eligible to apply to the state for PAB. In 2002 through 2005, Englewood assigned its PAB to the Colorado Housing Finance Authority for home ownership programs. For many years prior to that, Englewood applied to the State to assign its share of PAB to the Metro Mayors Caucus mortgage bond program administered by the City of Denver. That program also provided home loans . The City typically does not assign the PAB until mid-year, close to the State's September deadline so that the PAB may be available for an eligible local project. No PAB eligible projects have been proposed in Englewood yet this year. FINANCIAL IMPACT The Bill for an Ordinance assigns Englewood's entire 2006 PAB, $1 ,2 99,640, to CHFA for Home Ownership programs. If the Council takes no action, the PAB would revert to the Colorado Department of Local Affairs for assignment to eligible state agencies . LIST OF ATTACHMENTS Bill for an Ordinance ORDINANCE NO. SERIES OF 2006 BY AUTHORITY COUNCIL BILL NO. 33 INTRODUCED BY COUNCIL MEMBER~~~~~~ A BILL FOR AN ORDINANCE AUTHORIZING ASSIGNMENT TO THE COLORADO HOUSING AND FINANCE AUTHORITY, A PRIVATE ACTIVITY BOND ALLOCATION OF THE CITY OF ENGLEWOOD, ARAPAHOE COUNTY , COLORADO PURSUANT TO THE COLORADO PRIVATE ACTIVITY BOND CEILING ALLOCATION ACT . WHEREAS , the City of Englewood , Colorado is authorized and empowered under the laws of the State of Colorado to issue re venue bonds for the purpose of providing single-family mortgage loans to low and moderate income persons and families; and WHEREAS , the Internal Revenue Code of 1986 , as amended, restricts the amount of tax- exempt bonds ("Pri vate Activity Bonds") which may be issued in the State to provide such mortgage loans and for certain other purposes ; and WHEREAS , pursuant to the Code , the Colorado Legislature adopted the Colorado Private Acti vity Bond Ceiling Allocation Act , Part 17 of Article 24 , Colorado Re vised Statutes (the "Allocation Act"), providing for the allocation of the State Ceiling among the Colorado Hou si ng and Financ e Authority ("Authority") and other governmental units in the State , and further providing for the as signm ent of such allocations from such other go vernm ental units to the Authority; and WHEREAS , pursuant to an allocation under Section 24-32-1706 of the Allocation Act, the City of Englewood , Colorado has an allocation of the 2004 State Ceiling for the issuance of a specified principal amount of Pri vate Activity Bonds prior to September 15 , 2006 (the "2006 Allocation "); and WH EREAS , the Ci ty o f Engl ewood , Colorado has determined that the 2006 Allocation , or a portion th ereof, ca n be utili zed most efficiently by assigning it to the Authority to issue Priv at e Activi ty Bonds fo r th e purpose of pro vi ding s ingle-family mortgage Joans to low and mod erate in come pe rsons and fa m ilies; w hic h a ssi gnment is to be evi denc ed by an Assignment of Allocation between the City of Englewood and the Authority; NOW, THEREFORE , BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section I. The assignment to the Authority for $1 ,299 ,640 .00 of the City of Englewood, Colorado's 2006 Allocation shall be and hereby is approved. Section 2. The form and substance of the Assignmen t of Allocation are approved; provided , however , that the Englewood City Council is aut horized to make such tec hnical variation , additions or deletions in or to such Assignment of A ll ocation, as they shall deem necc sary or appropriate and not inconsistent with the approval thereof by th is Ordinance . Section 3. The Mayor and the City Clerk for the City of Englewood, Colorado are authorized to execute and deliver the Assignment of Allocation on behalf of the City of Englewood and to take such other steps or actions as may be necessary , useful or convenient to effect the aforesaid assignment in accordance with the intent of this Ordinance. Section 4 . If any section , paragraph, clause or provision of this Ordinance shall for any reason be held to be invalid or unenforceable , the invalidity or unenforceability of such section paragraph, clause, or provision shall not affect any of the remaining provisions of this Ordinance . Introduced, read in full, and passed on first reading on the 24 1h day of July, 2006 . Published as a Bill for an Ordinance on the 28th day of July, 2006. Olga W olosyn, Mayor ATTEST: Loucrishia A. Ellis, City Clerk I, Loucrishia A . Ellis , City Clerk of the City of Englewood , Colorado , hereby certify that the above and foregoing is a true copy of a Bill for an Ordinance , introduced, read in full , and passed on first reading on the 24th day of July , 2006 . Loucrishia A. Ellis ' J /02 ASSIGNMENT OF ALLOCATION This Assignment of Allocation (the "Assignment"), dated this day of August 2006, is between the City of Englewood. Colorado (the "Assignor") and the Colorado Housing and Finance Authority (the "Assignee"). WITNESS ETH: WHEREAS , the Assignor and the Assignee are authorized and empowered under the laws of the State of Colorado (the "State") to issue revenue bonds for the purpose of providing single-family mortgage loans to low-and moderate-income persons and families; and WHEREAS, the Internal Revenue Code of 1986 , as amended (the "Code"), restricts the amount of tax-exempt bonds ("Private Activity Bonds") which may be issued in the State to provide such mortgage loans and for certain other purposes (the "State Ceiling"); and WHEREAS , pursuant to the Code, the Colorado legislature adopted the Colorado Private Activity Bond Ceiling Allocation Act, Part 17 of Article 32 of Title 24 , Colorado Re v ised Statutes (the "Allocation Act"), providing for the allocation of the State Ceiling among the Assignee and other governmental units in the State, and further providing for the assignment of allocations from such other governmental units to the Assignee; and WHEREAS , pursuant to an allocation under Section 24-32-1706 of the Allocation Act, the Assignor has an allocation of the 2006 State Ceiling for the issuance of a spec ified principal amount of Private Activity Bonds prior to September 15 , 2006 (the "2006 Allocation"); and WHEREAS , the Assignor has determined that, in order to increase the avai labi lity of adequate affordable housing for low-and moderate-income persons and families within the City of Englewood and elsewhere in the State, it is necessary or desirable to provide for the utilization of all or a portion of the 2006 Allocation; and WHEREAS , the Assignor has determined that the 2006 Allocation, or a portion th e reof, can be utili zed mo s t efficiently by assigning it to the Assignee to issue Private Activity Bonds for th e purpo se of pro v iding single-family mortgage loans to low-and moderate-income persons and families ("Revenue Bonds"), and the Assignee has expressed its willingness to attempt to iss ue Re venue Bond s with re spec t to the 2006 Allocation; and WHEREAS , the Englewood City Council by Resolution __ , Series of 2006 of the Assignor has determined to assign to the Assignee $1 ,299 ,640.00 of its 2006 Allocation , and the Assignee has agreed to accept such assignment , which is to be evidenced by this Assignment. NOW, THEREFORE, in consideration of the premises and the mutual promises hereinafter set forth , the parties hereto agree as follows: 1. The Assignor hereby assigns to the Assignee $1 ,299 ,640.00 of its 2006 Allocation , subject to the terms and conditions contained herein . The Assignor represents that it has received no monetary consideration for said assignment. · 2. The Assignee hereby accepts the assignment to it by the Assignor of $1 ,299,640 .00 of Assignor's 2006 Allocation , subject to the terms and conditions contained herein. The Assignee agrees to use its best efforts to issue and sell Revenue Bonds , in one or more series , and to make proceeds of such Revenue Bonds available from time to time during the period of two (2) years from the date of this Assignment for the purchase of mortgage loans in at least the aggregate amount of $1 ,299 ,640 .00 to finance single-family housing facilities located in the City of Englewood . Unless otherwise agreed to in writing , the mortgage loans will be subject to all applicable current requirements of Assignee 's mortgage revenue bond program , including Assignee 's incom e and purchase price limits. 3 . The Assignor hereby consents to the election by the Assignee, if the Assignee in its discretion so decides , to treat all or any portion of the assignment set forth herein as an allocation for a project with a carryforward purpose. 4. The Assignor and Assignee each agree that it will take such further action and adopt such further proceedings as may be required to implement the terms of this Ass ignment. 5 . Nothing contained in this As si gnment shall obli gate the Assignee to finance mo rt gage loans in a ny p arti cul a r amount or at any pa rticul ar inte res t rate or to u se any partic ul ar pe rcen tage of th e pro ceed s of its Revenu e Bond s to prov id e mo rt gage loans to finance single-famil y ho us in g fac ilit ies loca ted in th e C it y of Englewood . 6. T hi s Ass ignm e nt is e ffec ti ve upon exe cution and is irrevoc abl e. 2 IN WITNESS WHEREOF , the parties hereto have duly executed this Assignment on the date first written above. [SE AL] ATTEST: By: Title: ---------- [SE AL] ATTEST: By: Assistant Secretary CITY OF ENGLEWOOD , COLORADO By: Title : COLORADO HOUSING AND FINANCE AUTHORITY By : Executive Director 3 ORDINANCE NO. SERIES OF 2006 BY AUTHORITY COUNCIL BILL NO . 25 INTRODUCED BY COUNCIL MEMBER WOODWARD AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT BETWEEN THE UNITED STATES ENVIRONMENTAL PROTECTION AGENCY (EPA) AND THE CITY OF ENGLEWOOD , COLORADO, FOR THE ISSUANCE OF FISCAL YEARS 2006, 2007 AND 2008 ST ATE AND TRIBAL ASSISTANCE GRANTS (ST AG) FOR THE LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT PHASE 2 EXPANSION PROJECT. WHEREAS, previously City Council approved the Brown and Caldwell Engineering Contract for the design of the Phase 2 Expansion Project improvements at the Littleton/Englewood Wastewater Treatment Plant and also approved the Brown and Caldwell contract amendment for construction management services during construction ; and WHEREAS, City Council also approved by Ordinance two Intergovernmental Agreements with the Colorado Water Resources and Power Development Authority for the issuance of Water Revenue and Water Pollution Control Revolving Fund bonds for the Phase 2 Expansion Project ; and WHEREAS, City Council approved an IGA with the U.S . Environmental Protection Agency for the issuance of a 2004 State and Tribal Assistance Grant for the Phase 2 Expansion Project with the passage of Ordinance No. 40, Series of 2004 ; and WHEREAS , the treatment capacity of the LIE WWTP needed expansion due to higher than anticipated population growth in the facility 's service area and the regulatory requirement to remove nitrate from the plant effluent; and WHEREAS , the Pre-design Project was completed along with the engineering design stage of the Phase 2 project ; and the final drawings and specifications were made available to prequalified general contractors and subcontractors in order to obtain competitive bids for the project ; and WHEREAS , the U.S . EPA notified the City that the Littleton/Englewood Wastewater Treatment Plant Ph ase 2 Project was qualified for a $1 ,000 ,000 grant in 2004 wi th n et funds to the Ci ti es for $964 ,300 grant in 2004 , said g rant funds bei ng part of th e EPA 's Fiscal Year 2004 Appropriations Act. WHE REAS , the U.S. EPA notified th e City in May 2 006 th at th e Pha se 2 Project has been awarded a $500,000 gran t in 2006 , wit h th e proceeds to th e Ci ty bei ng $477,900 ; and -1- 9bi WHEREAS, the grant funds are part of the EPA's Fiscal Year 2006 Appropriations Act and the City may be eligible for an additional ST AG special project grants in subsequent years, for which an application has been prepared for an IGA (Application for Federal Assistance) for the issuance of said grant amount of $500,000 and other amounts that may be granted in subsequent years 2007 and 2008; and WHEREAS , the grant funds will be equally divided for Phase 2 capital expenses for Englewood and Littleton and matching funds will be equally divided between the cities of Littleton and Englewood. NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The City Council of the City of Englewood, Colorado , hereby authorizes the City to apply for and accept the Intergovernmental Agreement, titled "Application for Federal Assistance", between the U.S. Environmental Protection Agency and the City of Englewood for the issuance of fiscal years 2006, 2007 and 2008, State and Tribal Assistance Grants (ST AG) for Littleton/Englewood Wastewater Treatment Plant Phase 2 Expansion Project, attached hereto as Exhibit A Section 2. The Mayor is authorized to execute and the City Clerk to attest and seal the Intergovernmental Agreement for and on behalf of the City of Englewood, Colorado . Section 3. The Director of the Littleton/Englewood Wastewater Treatment Plant is hereby authorized to further extend this Intergovernmental Agreement between Littleton/ Englewood Wastewater Treatment Plant and the U.S . Environmental Protection Agency for five additional one year periods. Section 4 . Pursuant to Article V, Section 40, of the Englewood Home Rule Charter, the City Council has determined that this Ordinance shall be published without exhibits because of its size. A copy of those exhibits are available in the Office of the Englewood City Clerk. Introduced, read in full , and passed on first reading on the 10th day of July, 2006. Published as a Bill for an Ordinance on the 14th day of July , 2006. Read by title and passed on final reading on the 24th day of July, 2006. Published by title as Ordinance No ._, Series of 2006, on the 28th day of July, 2006. Olga Wolosyn, Mayor ATTEST: Loucrishia A . Ellis, City Clerk -2- , ( I , Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foregoing is a true copy of the Ordinance passed on final reading and published by title as Ordinance No. _, Series of 2006 . Loucrishia A. Ellis -3- Ci of Lltt'feton City of Englewood L/E WWTP J,UES •YX,U,, liAllY SlAIS n n MA.!IC.4Gt:.I cnv •tAN.~ Littleton/Englewood Wastewater Treatment Plant EPA APPLICATION KIT FOR FEDERAL ASSISTANCE E NGLEWOOD , CO CONTENTS Application for Federal Assistance Original Signature (Standard Form 424) Application for Federal Assistance Section B -Budget Categories (Federal & Non-Federal Share) Project Work Plan CWSRF Benefits Assessment Object Class Categories Detail Breakdown Semi-Annual Performance Report Authorization to Sign UNITED STATES ENVIRONMENTAL PROTECTION AGENCY REGION 8 999 18TH STREET-SUITE 300 DENVER, CO 80202-2466 Phone 800-227-8917 http://www.epa.gov/region08 Ref: 8P-W-TF Mayor Olga Wolosyn City of Englewood 1 000 Englewood Parkway Englewood, CO 80110 Dear Mayor Wolosyn: May 22, 2006 Re: Wastewater Treatment Plant Improvements Cities of Englewood and Littleton CO As you are aware, the U.S. Environmental Protection Agency's (EPA) Fiscal Year 2006 (FY06) Appropriations Act provided $477,900 to the Cities of Englewood and Littleton for the above-referenced project. I am enclosing the following documents for your information andior action: I. EPA Application Package. To be completed and submitted for funding. Additionally, the applicant MUST provide his/her State with a completed copy. 2. FY06 Special Projects Guidelines. 3. National Environmental Policy Act (NEPA) Guidance . To aid in preparing and providing required information to assess the environmental impacts of a project. Please see the enclosed "NEPA Instructions for Special Appropriations Projects," then contact Dana Allen at 303-312-6870, to discuss preparation of environmental information and document review. 4. Semi-annual Performance Report (SPR) Template. The applicant must provide the State and EPA with the completed SPR as a minimum reporting requirement. Please note that EPA may stop payments if SPRs are not promptly submitted to both the State and EPA. The following are additional aids for, as well as responses to, recurring comments from past grant recipients while completing the application package: -Box 1, TYPE OF SUBMISSION: select Non-Construction -Box I 0, CATALOG OF FEDERAL DOMESTIC ASSISTANCE NUMBER: enter 66-606, and TITLE (Name of Program): enter Special Purpose -Box 16, IS APPLICANT SUBJECT TO REVIEW BY STATE EXECUTIVE ORDER 12372 PROCESS?, states ' specifications are as follows: Colorado, Montana and South Dakota . There are no single points of contact. The applicant must submit a completed copy of the application to his/her regional planning agency where the project is located. Please see reference materials in the application kit ; North Dakota and Utah . The applicant must submit a completed copy of the application to his/her single point of contact for inter-governmental review ; Wyoming. The applicant is required to contact the reviewing agency and inquire whether the re view is necessary -Contract Specification Language ( or "boiler plate"). Please contact your State to obtain a copy of its state revolving fund boiler plate, which can also be used for ST AG projects to avoid redundancy of documentation. This boiler plate must be incorporated into all project specifications -Minority Business Enterprise/Women Business Enterprise (MBE/WBE) participation . The grantee and sub-grantee will take all necessary affirmative steps to guarantee that minority firms, women's business enterprises , and labor surplus area firms are used whenever possible. There will be a specific grant condition in all grant award documents pertaining to this issue . Please ensure that these reguirements are clearly stated in the specifications documents . Contact Marshell Pullman at 303-312-6499 with any questions concerning MBE/WBE issues -Project Workplan . Your application mu st include the project workplan, which shall contain the following : a ) a detailed description of the project b) the project location and latitude/longitude (Guidelines , page 9), along with a map c) the detailed project costs summaries d) the project timeline ·e) Outputs and Outcomes (Guidelines , page 14): please ensure that outputs , to the maximum extent possible, and outcomes, are appropriately addressed, and f) CWSRF Benefits A ssessment -Core Measures for Projects: (Guidelines, Atchmt 6). The format can be used to measure project "outcomes." This document must be subm itted as an attachment. The Colorado Department of Public Health and Environment (CDPHE) will play a major role in managing your project on behalf of EPA. Please contact Carolyn Hermann at 303-692- 355 l to arrange the post-award project activities. · Appl icat io n s wi th insu ffi cient workp lans will not be processed resultin g in substant ial d elay s in award in g grants. 2 ~· To expedite the award process, please plan to submit your application as soon as possible. You can do this by one of two ways: hardcopy (enclosed) or electronically. Should you choose Jbe electronic method, you must first register at: htt,p://www.grants.gov (see the 'GET started' attachment. for registration information). If you have any questions regarding administrative requirements, contact Joyce Brame at 303-312-6367 or brame.joyce@epa.gov; regarding technical requirements, contact me at 303-312-6001 or suchomel.bruce@epa.gov. Congratulations and thank you in advance for your cooperation . Project Officer Enclosures cc: States' Contacts: Carolyn Hermann, CDPHE 3 ( APPLICATION FbR FEDERAL ASSISTANCE 1. TYPE OF SUBMISSION: Pre-application ~ Construction -,.}..Pf.!lcatlon g Cona~ctlon --on .. tn• ... lnn 5. APPLICANT INFORMATION 2. DATE SUBMITTED 3. DATE RECEIVED BY STATE 4. DATE RECEIVED BY FEDERAL AGENCY Legal Name: Oraanlzatlonal Unit: Versia, 7/03 Applicant Identifier State Application Identifier Federal Identifier City of Englewood Department Litt-lPton /Fn~i = ... ,.,,.,,:i ,.r~c,t-=···~ ........ 'T'rP::ttment: Organizational DUNS: 07 _57 5_0133 Division: Plant 1-A,,...d .... d __ nt __ • .... • ...... : -----------------------1 Name ·and telephone number of person to be contacted on matters Street: lnvolvlna thl1 aDDllcatlon lalve area codel 1000 Englewood Parkway Prefix: . Mr. First Name: Mark City: En ·glewood Middle Name A. County: Arapahoe State : co Zip Code 80110 Country: USA 6. EMPLOYER IDENTIFICATION NUMBER {EIN}: nn-nnn11111 11 8. TYPE OF APPLICATION: [I New )if Continuation If Revision, enter appropriate letter(s) in box(es) kSee back of form for description of letters.) D Other (specify) ID Revision D 10. CATALOG OF FEDERAL DOMESTIC ASSISTANCE NUMBER: [lJ[B-~~@ rlTLE (Name of Program): Special Purpose 12, AREAS AFFECTED BY PROJECT (Cities, Counties, States, etc .): City of Englewood, Arapahoe County 13. PROPOSED PROJECT Starti12ao 2 EndingDate: 912008 15. ESTIMATED FUNDING: Last Name Van Nostrand Suffix: P.E. Email: mvannostrand~enolewoodoov.or2 Phone Number (give area code) Fax Number (gtve ... coc1af 303-762-2657 303-762-2620 7. TYPE OF APPLICANT: (See back of form for Application Types) Other (specify) C 9. NAME OF FEDERAl,. AGENCY: EPA Region .8 11. DESCRIPTIVE TITLE OF APPLICANT'S PROJECT: Littleton/Englewood Wastewater Treatment Plant Phase 2 Ex~ansion Project 14. CONGRESSIONAL DISTRICTS OF: a. Applicant I b. Project n~~rr,~t-1 District 1 16. IS APPLICATION SUBJECT TO REVIEW BY STATE EXECUTIVE inlml"D 12372 .. a. Federal IS w 1,500. ooo · ~ uu 111 THIS PREAPPLICATION/APPLICATION WAS MADE 1-----------+---------<-...;...'-'-~.c..._------< 8 · Yes . ,. AVAILABLE TO THE STATE EXECUTIVE ORDER 12372 PROCESS FOR REVIEW ON b . Applicant c . State (Loan) IS .. 1 ()? 1)1)1) 1)1)1) DATE: May 12, 2003 · d. Local IS .. b . No . [J PROGRAM IS NOT COVERED BYE. 0 . 12372 1 () 'i 1)1) 1)1)() e . Other IS uu 1-..,,...,..-------b-----__.u.t...a..,(J,Ll,,U.l,l:.,,u,i_....--~ CJ OR PROGRAM HAS NOT BEEN SELECTED BY STATE Fl"\DD~new f. Program Income IS w 17. IS THE APPLICANT DELINQUENT ON ANY FEDERAL DEIT? g. TOTAL IS 114,000,000 "" Oves lf"Yes"attlChanaxplanation. )d No 18 . TO THE BEST OF MY KNOWLEDGE AND BELIEF, ALL DATA IN THIS APPLICATION/PREAPPLICATION ARE TRUE AND CORRECT. THE !DOCUMENT HAS BEEN DULY AUTHORIZED BY THE GOVERNING BODY OF THE APPLICANT AND THE APPLICANT WIU COMPLY WITH THE IATT ACHED ASSURANCES IF .THE ASSISTANCE IS AWARDED . A A11thnri, .. rt 11 .. nr Prefix Mr. jFirstName Stewart Last Name Fonda b . Title Direc tor of Utilities & L/E WWTP Signature of !.ulhorized Repr1M11talive ,-revlous Edition Usable Aulhorized f()( l.ocll Reproduction Mlddle Name la . Data Slgnacl Stand.a Form 424 (R8\l .8-2003) PrHcribed by 0MB Circular ,t,.102 Grant Program Function or Activity (a) BUDGET INFORMATION -.1-Construction Pr~grains 0MB Approval I\. .-1 6-0044 -:,~·,,,.,'.·' '·"::'.;;j,i:'i,~,'SEC'.tl8_N ~i~SU.QCJi15$UMM~1t,~;-fj;tif:j (Bf¥1':~-~:;~:ililit'::'~~~t~~;~,~'5:j~1~~1't1~~~Efe:~?Ji;,;:t:1;iQ:/~P'':·:'': DCatalogti oAsf F~taeral Esti mated Unobligated Funds New or Revised Budget omes c sis nee 1-----------------11---------------~---------1 Number Federal Non -Fede ral Non-Federal Total ~ ~ @ ro ~ 1 . Special 66-606 1$ IS 1$ 500 ,000 1$30 ,000 ;000 1$ 30,500,000.00 P11rn.r,,c.ci, 2. 0 .00 3. 0 .00 4 . 0 .00 5 . Totals $ 0.00 ,s . -o.oo ,s _ 500, 00 0.00 .s 30,000,000.00 ,s 30,500 , 00 0 .00 -~: f.·:i_~ ::·.~== :.:~;~:--:~~.-;;~:ts~c.t1 Plf:a~"'-U®~~e,ttm,•suw-~~4 ~~turJ~;~~t{~I1~1~t~t~J~~~~~:~~t~! (J8:~ :~~G.:~ 1~:~s~;.1zr.t-~_~?1~~~~~~i 6 . Object Class Categories GRANT PROGRAM·, FUNCTION OR ACTMTY Total {51 0.00 {1) Spe cial ~ w ~ a. Personnel $ Purpose $ $ IS · IS b . Fringe Benefits 0 .00 - c. Travel 0 .00 - d . Equipment 0.00 - e . Supplies 0 .00 - f. Contractual 3,000,000 0 .00 - 0.00 -g .Construction 27,000 ,000 h.Other 0 .00 - i. Total Direct Charges (sum of6a-6h) 30 , 000 , 00 0.00 0 .00 0.00 0.00 0 .00 - j. Indirect Charges . 0.00 - k. TOTALS (sum of6i and 6j) $ 30, ooo •· oo o.oo I$ 0 .00 ,$ 0.00 I$ 0.00 ,$ 0 .00 ,·· ;'. · .·. ·=~· =~:. --·· .. . ~:: · .. ~;~;;-~~~~:~,~,:~~~=-· ;~~~;~~,~~~t:Jsjt~:~4!tD~8G~~;f;~~~~.'i;m;¥:r:~~~\~~~~~.;~~~~~~~~1~1~:L:$~~i~5ttf:·6~~tS?fil~~f:~-£~~~t~fji~~;~~ff~E~H~~[~r~~ti~·~}*~:~::~~1.~~~.H~Wi¥~~Z*j¥.~~$.:~·t5i 7.Programlncome $ $ $ Authorized for Local Reproduction Prftlous EdNlon Usable $ $ 0 .00 Standard Form 424A (Rev. 7-en P~ by 0MB Circular A-102 . ,...-. .... r' • :;' .,,_.,; "':;;/: 'ic::'L:i,:(1.~~;_;:~-:},:·:':::~'.;~r~~::;;~;~i~~EeTI.QN :C'~:filON~EtlER.AtJ:~esouRC.ES.i:::~:;~:~,:[i~;(:'.:/=T:::.,,=.\·=/'~· •.:· ·. :· :.,,· .. ,,., .. : -,:; .. ;;,'•·_,:;•. \"<:. (a) Grant Program · 1 (b) Applicant I (c) State I (d) Other Sources f ·. (e) TOTALS B-Special Purpose S 30,000,000 S 0 $ '/J $ 30,000 ,00 0 .00 9. 0 .00 10. 0.00 11 . 0.00 12 . TOTAL (sumoflinesB-11) 1s 30,000,00 o_oo IS 0.00 I$ 0.00 I$ 30,000,00 o_oo ;c_;.:,f·-~~~~}~h~~:~~r:~;;::~~;ji.J:'~;~t~~~-~~:~g;'.i.:'/:_)~':{;j~~-~~~~~;;~i.~{~~~~~~-'.~~f;~~~s~~,;~f.t!~(t>.~~;,::~:fa:i;?::~·,:'.:::,,;\;;:,:'.;i,:~:~_:,::·z _ "77~;~ ~~~;:;:,•\;. -·~~:·· ::",-~:-- ' Total for 1st Year I 1_st Quarter I 2nd Quarter I 3rd Quarter I 4th Quarter 13. Federal FY 2006 $ 477, 90 o.oo I$ 4 n , 900 $ s $ 14 . Non-federal 30,000 , 00 0.00 7 ,.J 0 0 ,000 7,500,000 7,500,000 7,500,000 15 .TOTAL(sumoflines13and14) $ 30,477,900.00 S 7,977,900.00 $· 7,500,000.00$ 7,500,000.00 S 7,500,000.00 ~,--~-i))\~jf,:~:1?:{;}tv:;~~~'~3~1:1.~~ff!i~i"Es'.Of-~E~L FUND~:"-~~D~Q'.f9~;~~~-(q'~~~:~i~6~e~(:(i:;:i)::::.:.·.,;'.,:: :.:::',,; ·, .. · ... (a) Grant Program FUTURE FUNDING PERIODS Years (b) First (c) Second _ (d) Third """" I (e) Fourth 16. Special Purpose 1$964,300 ls477,900 Is· 1,000;000 ISl,000,000 · 17. 18. 19. 20. TOTAL (sum oflines 16-19) $ 964 , 30 o.oo IS 4 77, 90 o.oo IS 1,000 ,oo o.oo I$ 1,000 ,00 0.00 ~\+L:'.0~}E'.~~·}~~:itJ1i}f::~·,;t;{)t;:1·:: tJ:fI[~;?ri:::J:rJ~~~~ti~N.t~1i~~~i-,g~~l~~,i~~~~~;:g:::;;j\:'[;'.;~:~:i_;~t~·::·;:j;,; ::::::.~;·_:.··::~:·,:;~·,'.:,.c .. ~:'.:(:_:_:,_,::·::·:;~::{:·· 21 . Direct Charges : 22. Indirect Charges: N None one 23. Remarks: • Authorized for Local Reproduction Standard Fonn.4Z4A (Rev •. 7-97) Page 2 WORKPLAN for the Littleton/Englewood Wastewater Treatment Plant PHASE 2 EXPANSION PROJECT NEED FOR PROJECT June 4, 2004 Amended June 1, 2006 Regulatory Compliance --Water Quality Issues Section 303( d) of the federal Clean Water Act requires states to identify water bodies or stream segments where existing effluent limitations are not stringent enough to implement applicable water quality standards. Water quality limited segments currently identified in Colorado are included on the States 1998 issued 303(d) list. The Littleton/Englewood Wastewater Treatment Plant (l.JE WWTP) discharges into Segment 14 of the South Platte River. This segment of the river runs from Bowles A venue to the Burlington Ditch Headgate at the north end. Segment 14 of the South Platte River is already classified for several beneficial uses, including: • Aquatic Life Warm Water 1 • Recreation 1 (formerly 2) • Water Supply (City of Thornton) • Agricultural Uses The State has conducted several assessments and studies (including predictive modeling) to ascertain what levels of treatment may be required to protect the above listed beneficial uses and to meet water quality standards on water quality limited segments. As a result, the State has reduced the number of fecal coliforms allowed in the plants discharge to help achieve the Recreation 1 classification. The State has also conducted a Total Maximum Daily Load study to determine what nitrogen loadings from various sources will be allowed into this river segment. The primary inorganic nitrogen sources in Segment 14 have been identified as point discharges from wastewater treatment plants (Centennial, UE, and Glendale). Therefore the State will require a reduction in nitrate being discharged by the l.JE WWTP and the other treatment plants into the river. These requirements will require installation of a new treatment process (denitrification) to allow the plant to meet the proposed new limits. Future water quality issues that are being tracked and monitored are for constituents discharged at the plant including but not limited to phosphorus, additional nitrogen reductions, metals (mercury, copper, s ilver, iron), su lfate , and lindane . Also a wide array of drugs (antibiotics, prescription drug s, steroi d s and hormones) are now just being monitored and found in our waterways, most at very low concentration s. It is not yet known the fate of these drugs and what potential impacts on water quality or quati c life there may be . Many of these constituents, if limits are included in the lJE WWTP discharge permit, will require additional levels of treatment. ( Capacity Addition The plants current rating is 36.3 million gallons per day (mgd) and 69,000 pounds per day (ppd) of organic loading (B005). Average daily flows in 2003 were 22.4 mgd. The organic loading is also a crucial part of the plants "capacity" rating. The average daily organic loading during 2003 was 48,800 ppd. Maximum month flow was 24.6 mgd in April 2003 and maximum month loading was 53,000 ppd in January 2003. For reference, a maximum month flow of 31. 7 mgd occurred in May 1999 and a maximum month loading of 60,900 ppd was recorded in November 1999. - The Phase 2 expansion will increase the plants rated capacity to 50 mgd and 93,825 ppd of organic loading. This rating is projected to provide sufficient treatment capacity for the service area for the next 20 years. Infrastructure Modernization In 1997 an annual infrastructure project replacement fund was created in the budget. This amount was determined to be from $1,000,000 to $2,000,000 per year and is to be used to replace and repair the existing infrastructure at the plant including buildings, roofs, pumps, process equipment, roadways, electrical and controls, and underground piping. Much of the infrastructure of the plant is over 30 years old. The Phase 2 project incorporates a majority of the infrastructure work that would have been required over the next 3 to 4 years. Discharge Permit and Compliance Schedules The plants newly revised COPS discharge permit was issued in April 2001. The permit will expire on April 30, 2006. This permit has been administratively extended by the Colorado Department of Public Health and Environment (CDPHE) until a new permit can be issued. Operation under the plants previous discharge permit has also been administratively extended by the Health Department in the past. Two important discharge limits were changed in the April 2001 issued permit: • fecal coliforms in the discharge must be reduced from 600 # per 100 ml to 490 # per 100 ml based on a 7-day geometric mean, and • stricter total inorganic nitrogen (TIN) limits would be imposed based on the nitrate TMDL study. The stricter TIN limits are to be imposed in the permit 57 months after EP As approval of the TMDL. The TMDL has been finalized and the revised TIN limits will be imposed by April 2009 . This permit incorporates several compliance schedules. Each compliance schedule sets forth a task and a deadline for the task to be completed by the permittee. Two of the most significant compliance schedules are: • construction of new disinfection facilities (chlorine contact tanks) by February l, 2004 (completed), and • construction of new nitrate-removal (denitrification) facilities on or before 53 months after EPA acceptance of the nitrate TMDL for Segment 14 of the South Platte River (under construction ). 2 Planning and Permitting The planning and permitting process for this expansion and upgrade began when the State listed Segment 14 of the South Platte River as impaired in the late 1990s. Numerous meetings have been held with the Colorado Department of Public Health and Environment (CDPHE) as they started and conducted the Total Maximum Daily Load study for nitrogen on Segment 14. Plant staff as well as Brown & Caldwell environmental engineers and scientists have completed much of the work used by the CDPHE in their study. Compliance schedules were negotiated with the CDPHE to ensure adequate and appropriate amounts of time were available to meet these important requirements. A multi-stakeholder water quality group was formed to deal with the many complex issues that need to be resolved for the South Platte River. The South Platte River Coalition for Urban River Evaluation (S.P. CURE) has gained widespread support over the years with active participation by UE WWTP. PROJECT WORK SCOPE The Phase 2 Expansion Project includes the construction of the following major items: • Pretreatment improvements including new grit removal system, • Two new primary clarifiers and pump station expansion, • One new trickling filter and pump station improvements , • One new solids contact tank and blower improvements, • Two new secondary clarifiers and pump station improvements, • Replacement of nitrifying trickling filter media, • New denitrification filter system and pump station improvements, • New non-potable water pumping station, • New sodium bisulfite storage building, • New anaerobic digester and digester building expansion, • New dissolved air flotation tank, • New biosolids truck bay and storage hopper, • Odor control improvements, • Heating, ventil ati on and air conditi o nin g improvements, • E lectrical and controls, • Land scaping, • Yard piping and miscellaneous appurtenances. PROJECT SCHEDULE A project sch e dule is attached. It is anticipated that construction activities will take 48 months. 3 ( ( PERFORMANCE CAPABILITY The LIE WWTP (acting through the City of Englewood) has managed and implemented two major expansion projects within the past 12 years. The 1992 Phase IA project was for $26,000,000 worth of expansion and infrastructure improvements. The 1998 Phase lB project was for $18,000,000 worth of expansion and upgrade improvements. Both projects were managed by LIE WWTP and the finn of Brown & Caldwell and resulted in the projects being completed within the scheduled time and with change order percentages of less than 5%. The 1992 Phase IA project received recognition from the American Consulting Engineer Council of Colorado in 1994 with the Engineering Excellence Honor Award. The plant has also received many local and national awards from EPA for excellence in various programs. A complete list of the awards received by the plant is available on the plant's website: www.englewoodgov.org/wwtp PROJECT FUNDING AND COSTS A combination of funding sources will be used to generate the estimated $114,000,000 project cost. The sources are City Sewer Fund Reserves, State Revolving Loan (SRLF), and Water Revenue Bonds from the Colorado Water Resources and Power Development Authority (CWRPDA). Based on a loan application from each city the CWRPDA recently approved the issuance of a loan package to each city in the amount of $5 lM. A majority of the loan will be from the SRLF (20 year) and the remainder will be shorter term (10 year) revenue bonds. The SRLF did not have the capacity to loan the entire requested amount to the cities. The bonds were issued by the CWRPDA in early May 2004. STAG Grant A federal grant program exists for an annual earmark for identified water and wastewater projects. These grants are typically in the range of se veral hundred thousand to several million dollars . There is a 45% local match required along with other administrative requirements . The EPA Region 8 office will administer this grant. For 2004 (FY2004) the grant amount was $1,000,000 for the LIE WWTP Phase 2 Project and was requested through the office of Senator Ben Nighthorse Campbell . A request has been made for a Fiscal Year 2006 grant and this has been approved in the amount of $500 ,000. Project Costs The table below shows the estimated project costs broken down by major categories. ITEM PROJECT EST. ($M) June 1, 2006 E n~i neering 8.1 Construction 87.1 Construction Mana~ement 12.3 Contingency 6.5 TOT AL 114.0 4 EXPECTED OUTPUTS FROM PROJECT As stated above the Phase 2 project will provide 13.7 mgd of additional treatment capacity to serve additional population within the service area. The project will provide additional treatment capability to reduce total inorganic nitrogen and fecal coliforms being discharged to the South Platte River to help meet water quality criteria. Infrastructure improvements will ensure timely rehabilitation and or/ replacement of equipment and structures that has become obsolete or worn out. Of the total estimated project cost of $114M, approximately 51 % of this cost will go towards capacity expansion, 28% to regulatory compliance (additional treatment), and 21 % to infrastructure improvements. Outputs and Outcomes The EPA now requires additional detail related to Outputs and Outcomes in support of EPA's 2003 Strategic Plan. This is a result of EPA Order 5700.7, ''Environmental Results Under Assistance Agreements." The most applicable section of the 2003 Strategic Plan as it applies to this grant and project is contained under Goal 2: Clean and Safe Water. This project (Phase 2 Expansion Project) supports Goal 2 (Clean and Safe Water), Objective 2.J: Protect Human Health, and Objective 2.2: Protect Water Quality. The overall goal of the project is to increase treatment capacity, reduce the amount of total inorganic nitrogen and fecal coliforms in the discharge, and to maintain the wastewater infrastructure to ensure sustainability and the longest useful life possible. Outputs have been determined as listed below: •!• Provide additional treatment capacity of 13.7 mgd (additional population equivalents of 137,000 based on 100 gpcd/person) to service the growing south metropolitan Denver service area. •!• Reduce the number of fecal coliforms discharged to the South Platte River to improve water quality and water recreation potential. •:• Reduce the total inorganic nitrogen discharged to the South Platte River to improve water quality based on a TMDL to protect downstream raw water supply for drinking water. •:• Maintain and replace buildings, roofs, piping, and other plant equipment so that the maximum useful life of the facility is achieved and that the infrastructure is reliable. Outcomes that are expected are listed below: •!• The plant's new treatment capacity will service the designated urban growth area for the next 20 years. •!• Overall water quality of Segment 14 of the South PlaUe River will continue to improve and be monitored to gage this improvement. •:• Infrastructure investment will result in a reliable and well maintained treatment facility with the ability to keep user rates and charges at or below that charged by comparably sized facilities and systems. 5 ( BIDDING PROCESS Prequaliflcatlon of Contractors A process to prequalify contractors was completed in January and February 2004. General Contractors, Electrical Subcontractors, and Instrumentation/Control Subcontractors were invited to submit prequalification statements. Minimum criteria were set for each type of contractor. Based on a review of prequalification statements received and meeting the criteria requirements resulted in the following general contractors and major subcontractors being prequalified to bid the project: • General Contractors: i. PCLJGarney Construction, Louviers, Colorado ii. Archer-Western / Stanek Constructors, Golden, Colorado 111. Western-Summit Constructors, Denver, Colorado • Electrical Subcontractors: i. Eckstine Electric, Platteville, Colorado ii. Ludvik Electrical, Lakewood, Colorado iii. McDade-Woodcock Electric, Albuquerque, New Mexico iv. Sturgeon Electric, Henderson, Colorado • Instrumentation/control system Subcontractors: i. Amwest Controls Inc., Brighton, Colorado ii. Wunderlich-Malec Environmental, , Minnetonka, Minnesota m . ICS -Instrumentation Control Systems, Plymouth, Minnesota iv. CMC -Control Manufacturing Co., Napa, California v . UCEC -Utility Control & Equip. Corp., Arvada, Colorado Bidding Status The Project Manual consisting of the contract documents, technical specifications, and drawings is now being reviewed by the contractors to prepare their bids. Bids were received on May 25, 2004 at 2:00 pm at the Administration Building of the UE WWTP. The total base bid results are as follows: Contractor Western-Summit Constructors Archer-Western/Stanek Construction PCLJGarney Construction Con tract Awar d Bid Amount $87,186,000 $89,985 ,000 $100,918 ,564 It is anticipated that a City Council Agenda item will be presented in mid-Ju ly to request approval of a Notice of Award to the lowest responsive bidder. A Notice of Award was given to Western Summit Constructors and they began the project on August 10 , 2004 . 6 TARGETS AND :MILESTONES The following targets and milestone dates are listed below: Item State Site Application Environmental Assessment FONS! Phase 2 Design Complete Construction Bid Period Notice of Award to Contractor Notice to Proceed Construction 50% Complete Start up and testing of Denitrification Facility Project Substantial Completion Project Final Completion End of Compliance Schedule For New Facilities REQUIRED REPORTING Target Date (actual date) January 2004 (May 2004) January 2004 (May 2004) March 2004 (June 2004) February 2004 (March 2004) March to May 2004 (May 25, 2004 bids opened) July 2004 (July 20, 2004) August 2004 (August 10, 2004) June I , 2006 July 2007 June 2008 August 2008 April 2009 Reports will be required of the general contractor, reviewed by the construction manager, and then forwarded to the UE WWTP project management staff. UE WWTP will then ensure that all documents are forwarded to the City of Englewood Finance Department for submittal with any pay applications. The reports include, but are not limited to, monthly pay application requests, quarterly status reports, and MBE/WBE participation reports. ACCOMPLISHMENT OF ACTIVITIES The project will be implemented through the Project Management Division of the UE WWTP. The Project Management Division is overseen by the Plant Manager and by the Director of Utilities. The Project Management Division utilizes the resources of staff, outside consultants and contractors to ensure the completion of the Phase 2 project. The Phase 2 project is identified in the City annual budget for 2004 and is shown in the 5-year Capital Improvements Plan. The Project Management Division has to report on a monthly basis on project status, budget, and schedule to the Supervisory Committee. The Supervisory Committee is responsible for the ongoing operations and capital improvement required at the plant including necessary resources and personnel. The Supervisory Committee is comprised of the City Manager of the City of Englewood and the City of Littleton and the Public Works Director from each city. Each City Manager reports directly to his or her respective City Council. 7 ) ' . -p j , .. 1 3 ..., : I•, j ri J c, ~ r;: s~ pi I • f t":= :I te11 h ~ u I~ '"' : l rt ~· I;~ i II ! n= I I .• = !;, I ~j ~,.,-..._,~~~~=--=-=-r.;;-:::-;;;~~~~~~~~~~~~ ,: ! 11 I! I ·~~~~-,-,--.;----;-+~~---+-+--i-+-,--~ : I 1---,-~~+=-r'--T'~~~~~......,.....,..~~,....,=+-~~~~"'-=+-'~~ <I ·~~~~~~~~~~~~~~ 111; 11 I I I i : I 'J· I I ! I ' I I 1' • , I I : I I:' ! 7.BE.TA -W DEC iOO<t CWSRF D ENEFITS A5 S ESSM (t1T ~ CORI.: MEASURES FOR PnclJl-.'CTS This pagt! l,w:. uul lire r,reas-1.m:i:... An eledrcn,: ,erslc n of this wo rkshe.ct .\'ill be 1.!Md to,, ,ti:orLn g. It w111 in:.iu(le lin i<s tc t he DfnrilTI OHS an.:: c,~Jo\ wu•.ces 11 :;lln;;;s 101:nd on lhe fo llowtr-11 pages. n,uc oe,cribc thll data 1t':'.t11 estad un!.l EPl\'s i::,attS lo .igg re!';,ate the 1nfi:lrmt1tlon for.,,. pmjects. • Cnt1'plete n-i!?asuro , O, 1, ;z, ~, anti i for e11ch Jndlridu;il project ,1~ the time of loan exccuU~n ; as n,;ite lo~n mby finance m.ulllpfo pr"Je1.,-rs . • 1, ,, end 3b ete optJom1I fo r n<snpo1r1~ !;OU rec ~rotect:s . Pl ~ase lnclude .cll!i.ll'flri\1 OP:! ether comments whcro l!Pt>llcable. ~ Core B<:ne fJts M:;as:.irgs O. 8ai.lc; project Information (complete for aJI project~} d. a. ?roJ cct na,na~e 2. E "K;•11r, o,,-L;-ff/tf4,i /?Jki.1..J J>rojcct trucldng ti ,,. l>Ob .-Mdltlonal rrad,l:lQ #_ 0:-es tilts proJC(t'.;; SPeclrtc loadings n!du<;tlor~ allc1·1 t h;; syst!!Zn tc address: (ph,uc c: praJe cU O phase # r or.grn.11 ptoJ!.'c;t t: --... ) b. Permit: l ype CDPS . Number Co-00,2. '1'1'1 an llXisUng TND L allocation? a proJoctedTMOL ,'ll'ocatlon ? ~ C a watershed rr..,:1119emen.: i:;\a1)i' C N/,,. 0 Waterbo:Jy ID#ilZ·dlgitHUC 5ocdl, r;~e Kiv~,. · Olh•r loc:atlon lntonnat1on:".faf ),• 0 i."'U-fO'I• 5?.f' 4. c. CWSRF loan am:rur.t to the proJec: $. b .0/ 0001 c) 00 -/,..,, Conti ilmllon Co Pl'Dlectio11 01--r0$l11ri1lion of tlc5ign ittcd uses and outcomes In the affected waterbDd\'· d . Total CWSRF lo~n ~ount $_ '° t!1._ ExtcutJon date_~ Interest rcte (flnal) 3. 81 % P.epaymen: period ... Alie yrs e. NIMS categories for thQ pro~. ~2. C.!fde an ,~w5 categcl'les u,at 11,:ply tc the project fer:, norpolrtl ,ource pt'Cje:t, enter the! Sub_·catcgor;. I U IDA IU:11 IVA IVII V Vt X l'lf'>S=vtl - 1.• User population s•rved by the: ,ro;?ct /,Yo. c>OO -~ lflN1llli1mt fadllly {les ) ""o· 000 V > l, • Volume of waste~.,.ater tr~alcdlprot."C!ssed proj ect .L3. 7 mgd I treatmentfacillty(les} 3{,. 3 flllid J . Improvem•nt or malnt:em1nc:e of water q11al i ty. 11, ooe, thlt pr:>J1ttt cmttll:11tt! ttJ (du:oo: cne} water q1;alll)' lmptOVcfltent?)< r,eithErO water qc.:a llty rnaluterance7 O •b. Dlll!s this prnJcct allow the sy!>"..cm lo (dm;k on£) acl;leve ~rnpl1e,cc7 }( n elU1e.-Q maintain comp l!~nm70 c. la U·e affected su,faa IY.fter)( or r,roundwtw ;:J : mcuurastaruk.niiD ~ lliL~O or WZ..J.t~ 01 Marl< bl: ilpplica!>le boxes wil h ., ./. For tile des~;,natcd uses, specif;,· one pn111,1ry u:.e that drives the water quality goals of the proJ1:<t, if ~ppli e<lbl,. P•p,lft',ar; 0-olhcr. lf the pro;ect does not pmvlde any 1~arr.r Quall~ or putolic l>c<1llh bcr.snts, but only trnprovu lnf:-astructure stmpl,· dut::k t h is be><. o Declgnated usos ~tectlon Rest.Ira t!on Orfilkln,;i ,•1.itcr supply .PliJ'f oo ~.tl 01]- Shelli:;;;, h1!1Vl!Sll11g PO ~o _,,_--.,.;;;:-_ PO oo._ Cold water Oshe1y ii'tJ oo · P O i;t0 Wllt';l1 W;?ter 0sh~£}'._ rh oM PO oo Prlrnarv c.:m ta :t recreatlOn. PM' QO_ l'LJ oo. ~ceork.larv ~():-it~c t rll·;rcatlon PC] ol'i{'! p r'; OQ ,,,. t Agrlcu \~111:,, '. PtJ PD . ; PO Od i mr ~" -p3 3,e SP'!:ci(·; P[I O [] P[j () .-- i Ulh er -e1 ;.:"~~~. ·5tti:C1fy r o (H'1 r,n 0 1.:.~ Other Ulff and OU.lCOf\14!$ ?roti!ttlt)!] Ri!SlCl:-alton -~her eubllc h!!alth .IW ~ :J ~·liter reusc/reo;cfln_c; M •:J Groundwater. l>_!'Otca~ 0 er-- Gthi:, -J1li:,.:),,, s p,!(il •, ,-~1 ~.1 ..11e~~•.? !,;~,.~r:,f"r, :J --~r- ---··--~ ---------·-------~----.. ---····------------·---· ------k----·--........ Me ponin9 lntorm1llo n: Pl!JIOn fl tn1111 o~t this form _ h ame /1'J4J t.,,, ;f'".SLI"~ Pf !'.)ne ,3',J_-z_,zz..1,57,\ge ncy C,i',, ()(.__£__~A/c,,II Ollie com r,l~Ll.!d. F.J/-06 . ( OBJECT CLASS CATEGORIES DETAIL BREAKDOWN [Note: Please indicate any pre-award costs with an star (*)] [Federal share plus **Match share] a. PERSONNEL Position -Recip~ent Staff Only Total Penonnel Cost b. Frinee Benefifi .. Bast · Rate . Total Fringe Benefits Cost c. Tnvel In-State Purpose Out-State Destination X Purpose Destination I Total Travel Cost Estimated Hour (Fl'Es) Salary (Hourly Rate) No.Days No. Staff Miles Rate No. No. Per Lodciaa Staff' Day, Diem Page 1 of 3 Amount Cost Cost 1 ..... ·s . Revised: 111114 d. Ca ui ment Cost of S5 000 or more useful life of 1 ear or ·more Item -Purchase. Number Cost Per Unit Total Item -Lease Total Equipment Cost e. Sunnlies ' List supplies by · groups (Office; Laboratory~ ·etc.) Cost . -~ . Total Supplies Cost f. Cootnctual FY 2006 Only List each planned contnct or type of service to be procured. Cost Construction.Management Services (Brown & Caldwell) 3,000,000 Construction Services (Western Summit Constructors) 27 ,ooo',ooo Consultants Hourly Rate Daily Rate + r. Tital Contractual Cost $30,000,000 Page 2 of 3 !; Other (Ooeratin2 Items Cost ; Sample $12/hr. @$120 BIA I· Other· In-Kind Volunteen Donated S ce . · Sil hr. En1lneei' SSSO/mon 12 mons SSO/mon Owned b Tribe $1,440 $6660 Item/Service Market Value Use Calculations . Source Total Total In-Kind Total Other b. Total Direct Cost (a thr'?u&b I) (Include Match Funds) 30,000,000 L Indirect Cost: (Rate: %) J. Total Proposed Costs: 30,000,000 Federal Percentage: 1 , 59 % Recipient Percentage: 98. 41 % Page 3 of 3 Post-FY04 Projects Special Appropriations Act Project . Semi-annual Performance Report Report No. ( 1 ), Date: ( June 1, 2006 ) (Reporting due dates: March 30 111 and September 30 111 (Federal Fiscal Year)) City of Littleton Grantee:City of· Englewood · State:coiorado GrantNum!Jer: XP-98867701-0 Award Date: 5-22-06 Grant Amount: S 4 7 7 , 900 Total Prolect Cost: S 114 , ooo, ooo Date FONSIJCE Issued: 6-01-04 Date Prolect Approved: 7-20-04 Construction Start Date: 8-10-04 lnspectfop(s} Date('s): N / A AmouptPald To Date:$ 62M Constructlop "• Completed To Date: 50% Budget & Prolect Period: 2004-2008NPDES Number: C0-0032999 SDWIS Number: Latltgde (decimal format):. 39. 67° Longitude (decimal format): 105 .0° Prolect Descripdon: (brief ... ) Addition of 13 mgd of treatment capacity, new denitrification system using deep bed sand filters ~ infrastructure repairs and replacement to buildings, equipment and piping. Profect Status: A comparison of actual accomplishments to the oblecdve established for the period: (I.e., quantity the project "outputs", {see 40 CFR §31.40, and Guidelines on "outputs")) Reasons for slippage if established oblectfves were not met: C omments: Prepared by: Mark Van Nostrand tluule : 303/762- l:ma!I : mvannostrand@englewoodgov.org 2657 fll: 303/762-2620 This report lll!W be submitted via e-mail, as an attachment file, to : EPA'• Protect Offlcer gd the State file : r_,.,1a1e . Semi.-1 Penormance Repor1.doc COUNCIL COMMUNICATION Date Agenda Item Subject July 10, 2006 Federal Grant for the UE WWTP Phase 2 Expansion Project INITIATED BY STAFF SOURCE Littleton/Englewood Supervisory Committee Stewart H. Fonda, Utilities Director COUNCIL GOAL AND PREVIOUS COUNCIL ACTION Approval of the Planning and Capacity Assessment Study and the Phase 2 Pre-design Final Report. Approval of the Brown and Caldwell Engineering Contract for the design of the Phase 2 Expansion Project improvements at the Littleton/Englewood Wastewater Treatment Plant and approval of the Brown and Caldwell contract amendment for construction management services during construction . Approval by Ordinance of two (2) Intergovernmental Agreements with the Colorado Water Resources and Power Development Authority (CWRPDA) for the issuance of Water Revenue and Water Pollution Control Revolving Fund bonds for the Phase 2 Expansion Project. Approval by Ordinance No. 40, Series of 2004 (Council Bill No. 38), of an Intergovernmental Agreement with the U.S. Environmental Protection Agency (USEPA) for the issuance of a 2004 State and Tribal Assistance Grant (ST AG) for the Phase 2 Expansion Project. RECOMMENDED ACTION We recommend Council approve by Ordinance an Intergovernmental Agreement with the U.S. Environmental Protection Agency for the issuance of the Fiscal Year 2006 and subsequent years 2007 and 2008 the State and Tribal Assistance Grants for the Phase 2 Expansion Project. We also recommend that Mr. Stewart H. Fonda, Director of Utilities be given the authorization to sign for the City with regard to this Intergovernmental Agreement. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The Littleton/Englewood WWTP has a current treatment capacity of 36 .3 million gallons per day (mgd) and 63 ,000 pounds per day of organic matter. Two primary factors have been identified that will require expansion of the present facility : 1) higher than anticipated population growth in the facility's service area and ; 2) the regulatory requirement to remove nitrate from the plant effluent. These two factors and the need for expansion were presented to both Littleton and Englewood City Councils at a study session in November 1999. A planning and capacity assessment project was authorized as a result of the study session and Brown and Caldwell completed the project at the end of 2000 . The results of the project were presented to both councils at a study session in February 2001 . Brown and Caldwell recommended increasing plant capacity to a nominal 50 mgd and discussed the need for nitrate removal that will result from the ongoing nitrate Total Maximum Daily Load (TMDL) study. The TMDL was completed by the Water Quality Control Division earlier this year and was approved by the EPA as of June 4 , 2004 . A pre-design project was completed to identify specific plant components needed to expand the facility to the recommended capacity and inc lude de-nitrification (nitrate removal) systems . The pre-desi gn project also included the identification of the regulatory work required to obtain approval from the Water Quality Control Division and the Denver Regional Council of Governments, the 208 planning agency in the Denver area . As part of the pre-design project, a preliminary estimate of project costs was developed . The findings and recommendations of the Pre-design Project have been completed along with the engineering design stage of the Phase 2 project. The final drawings and specifications have been made available to prequalified general contractors and subcontractors in order to obtain competitive bids for the project . Final bids were received by the City on May 25, 2004 . Construction of the Phase 2 Expansion Project began on August 1 O, 2004. - The EPA first notified the City in a letter dated May 12, 2004 that the Littleton/Englewood Wastewater Treatment Plant Phase 2 Project was awarded a $1,000,000 grant in 2004 . The proceeds to the City were $964,300. The grant funds were part of the EPA's Fiscal Year 2004 Appropriations Act. Recently, EPA has notified the City in a letter dated May 22, 2006 that the Phase 2 Project has been awarded a $500,000 grant in 2006 . The proceeds to the City will be $477,900. The grant funds are part of the EPA's Fiscal Year 2006 Appropriations Act. The City may be eligible for additional ST AG special project grants in subsequent years . An application has been prepared for an Intergovernmental Agreement (Application for Federal Assistance) for the issuance of said grant amount of $500,000 and other amounts that may be granted in subsequent years 2007 and 2008 . The grant funds require a 45% local match in expenditures for the project. The grant funds will be equally divided for Phase 2 cap ital expenses for the City of Englewood and the City of Littleton . FINANCIAL IMPACT The cost of the Phase 2 Project is estimated to be $113,750,000 , is a capital cost and will be split 50/50 with the City of Littleton . Funds to continue the project are included in the 2006 budget. Grant funds will be used to pay for a portion of the total capital expenditures . The required matching funds are available from the Sewer Reserve Account project expenditures and/or portions of the loan proceeds . LIST OF ATTACHMENTS Intergovernmental Agreement for the issuance of grant funds by the U .S . EPA for the UE WWTP Phase 2 Expans ion Project. ORDINANCE NO. SERIES OF 2006 BY AUTHORITY COUNCIL BILL NO . 26 INTRODUCED BY COUNCIL MEMBER WOODWARD AN ORDINANCE GRANTING A UTILITY EASEMENT TO QWEST TELECOMMUNICATIONS CORPORATION (QWEST) FOR INSTALLATION OF A BURIED TELEPHONE SERVICE AT 2900 SOUTH PLATTE RIVER DRIVE (LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT) AND 2800 SOUTH PLATTE RIVER DRIVE (ENGLEWOOD SERVICENTER). WHEREAS , early in the construction stage for the Phase 2 Expansion Project at the Littleton/Englewood Wastewater Treatment Plant, Qwest was contacted regarding the need to relocate and or replace the overhead telephone service for both facilities that now traverses the east side of the LIE WWTP ; and WHEREAS , the aerial telephone line is in the way of construction activities and is very vulnerable to disruption from large equipment and trees ; and ; and WHEREAS , Qwest engineers determin ed the best feasible route and proposed a new alignment for the telephone lines for both 2800 (Englewood Servicenter) and 2900 (LIE WWTP) South Platte River Dri ve WHEREAS , the majority of the buried Qwest telephone line easement is located within the Right-of-Way of South Platte Ri v er Dri v e and belongs to the City of Englewood ; and WHEREAS, the passage of this Ordinance authorizes a utility eas ement to Qwest Telecommunications Corporation to accommodate the Phase 2 Expansion Project for installation of a buried telephone service at 2900 S . Platte River Dri v e (LIE WWTP) and 2 800 S . Platte Ri v er Dri ve (Englewood Servicenter); NOW, THEREFORE , BE IT ORDAINED BY THE C ITY COUN C IL OF TH E C IT Y OF ENGL E WOOD , C OLORADO, AS FOLLOWS : Section 1. The Qwest Telecommunications Utility Easement from the City of Englewood to the Qwest Telecommunications , attached hereto as "Exhibit A", is hereby accepted and approved by the Englewood City Council. Section 2 . The Mayor is authorized to execute and the City Clerk to attest and seal the Qwest Telecommun ications Util ity Easement for and on be h alf of t he City of Eng lewood , Colorado . In troduced, read in full , and passed on fir st reading on the IO'h day of Ju ly, 2006 . -1- 9 b ii , Published as a Bill for an Ordinance on the 14th day of July , 2006 . Read by title and passed on final reading on the 24th day of July , 2006 . Published by title as Ordinance No ._, Series of 2006 , on the 28th day of July , 2006 . Olga Wolosyn , Mayor ATTEST: Loucrishia A. Ellis , City Clerk I , Loucrishia A. Ellis , City Clerk of the City of Englewood , Colorado , hereby certify that the above and foregoing is a tru e copy of the Ordinance passed on final reading and published by title as Ordinance No. _, Series of 2006 . Loucrishia A. Ellis -2- RECORDING IN FORMATION ABOVE EASEMENT AGREEMENT Government Body The undersigned ("Granter") for and in consideration of $10 .00 (Ten Dollars) and other good and valuable consideration, the receipt of which is hereby acknowledged, does hereby grant and convey unto QWEST CORPORATJON, a Colorado corporation ("Grantee"), whose address is 1801 California St., Suite 5200, Denver, CO 80202, and its successors, assigns, affiliates, lessees, licensees, and agents, a perpetual non-exclusive easement to construct, modify, add to, maintain, and remove such telecommunications facilities, electrical and gas facilities, and other appurtenances, from time to time, as Grantee may require upon, over, under and across the following described property situated in the County of Arapahoe, State of Colorado, which Granter owns or in which Granter has an interest ("Easement Area"), to wit: An easement which is described in its entirety on EXHIBIT "A" which is attached hereto and by this reference made a part hereof, all of which is situated in the l\TE 1.4 of Section ...Jl., Township i §., Range 68 W, of the 6'h P .M. Granter further conveys to Grantee the right of ingress and egress to and from the Easement Area during all periods of construction, maintenance, installation, reinforcement, repair and removal over and across Grantor's lands with the right to clear and .keep cleared all trees and other obstructions as may be necessary for Grantee 's use and enjoyment of the Easement Area. Grantee shall indemnify Grantor for all damages caused to Granter as a result of Grantee 's negl igent exercise of the rights and privil eges herein granted. Grantee shall have no responsibility for environmental contamination, which is either pre-ex isting or not caused by Grantee. Granter reserves the right to occupy, use and cultivate the Easement Area for all purposes not inconsistent with the rights herein granted. Granter covenants that Granter is the fee simple owner of the Easement Area or has an interest in the Ease ment Area. Granter will warrant and defend title to the Easement Area against all claims. Granter hereby covenants that no excavation, structure or obstruction will be constructed, or permitted on the Easement Area and no change will be made by grading or otherwise that would adversely affect Grantee's use and enjoyment of the Easement Area. The rights, condit ion s and provisions of this Agreement shall run with the land and shall inure to the benefit of and be binding upon Granter and Grantee and their respective successors and ass ig ns . RJ\V # _____ _ Page 1 of 2 Initials ____ _ E X H I e I T A RECORDING INFORM A TJON ABOVE Any claim, controversy or dispute arising out of this Agreement shall be settled by arbitration in accordance with the applicable rules of the American Arbitration Ass ociation, and .i udgement upon the award rendered by the arbitrator may be entered in any cowt hav ing jurisdiction thereof. The arbitration sha ll be conducted in the county where the Easement Area is situated. Government Easement Attest ___________ _ Loucr'isnia'. A. Ellis City Clerk [CORPORATE SEAL] STATEOF -------- COUNTY OF ______ _ ) ) ss : ) GRANTOR: CITY OF ENGLEWOOD (Official name of Government Body) By : ____________ _ Name: --c=-=----=-=--~------0 lg a Wolosyn Title : Mayor The foregoing instrument was acknowledged before me this ___ day of ______ _ 2006,by as _____________ _ of _______________________ _ Witness my hand and official seal: [NOTARY SEAL] Notary Public My commission expires:--------- R/W# Job# C520178 Exchange ENWDOCMA County ARAPAHOE 1/4 ection NE Section 33 Township il Range 68 W Page 2 of 2 ( UTILITY EASEMENT 3107-UTIL-3.doc 05.26.06 SHEET 1 OF2 A 10 .00 FOOT WIDE UTILITY EASEMENT, BEING A PORTION OF Lor 2 OF PLATTE RIVER SUBDIVISION RECORDED AT RECEPTION NO . B5165918, PLAT BOOK. 304, PAGES 4 AND 5 OF THE ARAPAHOE COUNTY PUBLIC RECORDS, LOCATED IN THE NORTHEAST QUARTER OF SECTION 33, TOWNSHIP 4 SOUTH, RANGE 68 WEST OF THE 6TH P.M, CITY OF ENGLEWOOD, COUNTY OF ARAPAHOE, STATE OF COLORADO, AND MORE PARTICULARLY DESCRIBED AS FOLLOWS: BASIS OF BEARINGS: ALL BEARINGS CONTAINED HEREIN ARE BASED UPON THE ASSUMPTION THAT THE NORTH LINE OF THE NORTHEAST QUARTER OF SECTION 33, BEARS N 88°03'15" W, AND MONUMENTED AS FOLLOWS : -THE NORTH QUARTER CORNER OF SECTION 33 BEING A FOUND 2" BRASS CAP STAMP ED C&C OF DENVER. -THE NORTHEAST CORNER OF SECTION 33 BEING A FOUND 3.25" ALUM CAP LS 2257 I. COMMENCING AT SAID NORTH QUARTER CORNER OF SECTION 33; THENCE S 34°06'05" E, A DISTANCE OF 1,197.08 FEET TO THE NORTHWEST CORNER OF SAID LOT 2, PLA TIE RJVER SUBDIVISION AND THE POINT OF BEGINNING; THENCE S 87°58 '48" EALONG THE NORTHERLY LINE OF SAID LOT2, A DISTANCE OF 10.01 FEET; THENCE S 00°24'12 " EALONG ALINE 10 .00 FEET EASTERLY OF AND PARALLEL WITH THE WESTERLY LINE OF SAID LOT 2, A DISTANCE OF 176 .00 FEET; THENCE S 89°35'48 " W, A DISTANCE OF 10 .00 FEET TO A POINT ON 1HE WESTERLY LINE OF SAIDLOT2; THENCE N 00°24'12" W ALONG THE WESTERLY LINE OF SAID LOT 2, A DISTANCE OF 176.4 2 FEET TO THE POINT OF BEGINNING ; CONTAINING 1,762 SQUARE FEET OR 0 .0404 ACRES, MORE OR LESS . I, CHRISTOPHER H . McELVAIN, A SURVEYOR LICENSED IN THE STATE OF COLORADO, DO HEREBY CERTIFY THAT THE ABOVE DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND CHECKING . CHRISTOPHER H . McEL VAIN PROFESSIONAL LAND SURVEYOR COLORADO REGISTRATION NO . 3656 1 FOR AND ON BEHALF OF JeHN ENGINEERING, INC . 5855 WADSWORTH BYPASS #A-100 ARVADA, CO. 80003 J :\I 545\203-107\EXHIBITS\EASEMENTS\3 l 07-UTlL-3 .DOC E X H I a I T A EXHIBIT SHEET 2 OF 2 POINT Of GDMMENCEUENT NORTH 1/4 SEC . 33 WITNESS CORNER HS, R68W, 6TH PM NE COR , W1 /2, NE FD . 2" BRASS CAP, STAMPED . BASIS OF BEARINGS 1/4, SEC 33 C&C OF DENVER N aa·o.:1 '1 5• W 26~ • T4S. R68W. 6TH~PM .,4 _35 FO 2• AL CAP LS ___ ,{ NO!~ LINE OF THE NE 1/4 OF SEC . 33 12083 • • ~,-1311.1s' ----------)t:--__ 1l1_,-::., ... a_-..t~---. .... NE COR , Wl/2, NE 1/4, SEC 33 T4S, R68W, 6TH PM FA[4.S IN RIVER 6=23"47'01'' R=761 .96' L=316 .29' CB=N 57"47'19" E CD=314.0 2' t.=46'1a·oo· R=323.69' L=261 .57' CB=N 22·44'49" E CD=254.51' LOT1 I I I I ' I , r , ,~= J ,:r.:J: r ,t;;.... I '~~ I w'-1;E: I 1~:z I / WW I ~i!: I ILJ~ I r11 ______ J DETA IL I SCALE : 1" = 40' I :~-----~~-------~ 100' I I I PAINT Of BEQINNlNG _____________ _J 1 Q' UTILl1'1 EASEMENT SEE DETAIL LOT2 PLATTE RIVER SUBDIVISION 85165918, BOOK 304, PAGES 4 & 5. O' 200' ~..._... SCALE 1" • 200' NO"!EI lHIS IS NOT A LANO SURVEY Pl.AT OR IMPROIIEIIENT SURvt:Y PLAT, NO IIONUI.CENTS ¥,{RE SE:T FOR THE PREPARATION or lHE A TT ACHED LEGAl DESCRIPTION . 400' ' LOCATION : P.O.B. 10··unuTY EASEMENT 1,762 S.F. 'N ~ '° r-- :;:: ~ -:..- f'I 0 0 z 0.04-04 ACRES S 87"58 '48" E 10 .01' 8 '° r-- w . N ~ -:..- N b 0 VJ S 89'35 '48" W 10 .00' J:\1 545 \2113-10~TS\EASEIIEIITl\l107U111.-l ""9 UTILITY EASEMENT LOCATED IN THE NOR1HEAST QUARTER OF SECTION 33, TOWNSHIP 4 SOU"TH, RANGE 6B WEST OF THE 6TH P.M. ITLE : UTILITY EASEMENT ,,. COUNCIL COMMUNICATION Date: Agenda Item: Subject: July 24, 2006 9ci Extension of the Sole Source Contract with Neve's for uniform supplies Initiated By: Staff Source: Finance and Administrative Services Department Frank Gryglewicz, Director COUNCIL GOAL AND PREVIOUS COUNCIL ACTION In 2002, City Council approved extending Neve's sole source contract for 2002, 2003, 2004 and 2005. RECOMMENDED ACTION Staff recommends that City Council approve the attached Resolution. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED City staff believes that Neve's is the only contractor that can provide adequate services and products that meet City requirements. Past experience with other bidders has not yielded adequate service and products for the City. Only Neve's has met the service and product standards required by the City of Englewood. In the past, Neve's has held their past price increases to a low level and will hold their prices for 2007 at 2006 levels and only increase their prices for 2008 by cost of living increases. FINANCIAL IMPACT This action will not impact the City's financial position, as these services are already included in the budget. LIST OF ATTACHMENTS Resolution ... RESOLUTION NO. SERIES OF 2006 A RESOLUTION AUTHORIZING THE EXTENSION OF A UNIFORM SUPPLY CONTRACT INSTEAD OF THE COMPETITIVE BID PROCESS UNDER SECTION 116 (b) OF THE HOME RULE CHARTER AND SECTION 4-1-3 OF THE ENGLEWOOD MUNICIPAL CODE 2000 . WHEREAS , Section 116 (b) of the Englewood Home Rule Charter and Section 4-1-3-1 , Englewood Municipal Code 2000, allow contracts for public works or improvements to be negotiated, provided that contracts for which no competitive bids have been requested have been approved by resolution which shall declare the reason for exception to the competitive bidding requirement; and WHEREAS, Neve 's is the only contractor that can provide adequate services and products that meet City of Englewood requirements ; and WHEREAS , past experience with other bidders has not yielded adequate service and products for the City ; and WHEREAS , Neve 's has a history of providing services and products which meet the standards required by the City of Englewood; and WHEREAS , Neve 's has held their past price increases to a low level and will hold their prices for 2007 at 2006 levels and only increase their prices for 2008 by cost of living increases ; NOW, THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section 1. The Englewood Finance/Administrative Services Department is hereby authorized to extend its contract for uniform supplies with Neve 's , in lieu of the competitive bid process as allowed by Section 116 (b) of the Englewood Home Rule Charter and Section 4-1 -3-1 , Englewood Municipal Code 2000, in that Neve 's is the only uniform supply contractor that can provide uniform services and products which meet the City 's standards and continuing his Contract w ill maintain the current co st. Section 2. The City Manager is hereby authorized to enter into a contract for uniform supplies with Neve 's. Section 3 . The City Manager may further extend this Contract for three additional one year periods. ADOPTED AND APPROVED this 24th of July, 2006. ATTEST: Olga Wolosyn, Mayor Loucrishia A. Ellis, City Clerk I , Loucrishia A . Ellis, City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. __ , Series of 2006. Loucrishia A. Ellis, City Clerk r City of Englewood AGENDA ITEM 10 (a) DATE: July 24, 2006 PLEASE PRINT NAME ADDRESS ? · nu/a,,. Gcdf-: Bz s-w. Ju,.1 ~ C4U.:()u:-J ('o ;----G' I{??;!.:> ~~-i~re .s: itf.:H~ NAME ADDRESS PROOF OF PUBLICATION THE ENGLEWOOD HERALD STATE OF COLORADO COUNTY OF ARAPAHOE ss I, Jeremy S. Bangs, do solemnly swear tha t I am the Managing Editor of THE ENGLEWOOD HERALD and that same is a weekly newspaper pub - lished in the City of Littleton, in the Coun\y of Arapahoe, State of Colorado, and has a general r.irculation therein; that said news- paper has been published co;itinuously and uninterruptedly in said County of Arapahoe for a period of more than 52 weeks prior to the first publication of the annexed notice; that said newspaper is entered in the Post Office of Littleton, Colorado as Second Class Ma il matter and that the said news- paper is a newspaper within the meaning of. the act ol the General Assembly of the State of Colorado , approved March 30, 1923, and entitled "Legal Notices and Advertisements" and olher acts relating to · the printing and publishing of legal notices and was published in the regular and entire issues of said newspaper, once each week, on the same day of each week, for a period of _l consecutive insertions and that the first publication of said notice was in the issue of said newspaper dated 4,4r 7 '2006. The last publication of said notice was in the issue of sa id new spaper dated 44 . J '2006 . Subscribed and sworn to before me, a No~io, 1h• ~yol )\ Q A A ~2006. 0 -0 Qt.DWtv::0 S ignature ol Notary Public Notice la lleNby_ giv., 111a1 ttle CHy, Council of ttle CHy of Englewood, Colorado, Ila IClleduled • Pubic· • - HM,tng at. Regular Clly·Counc:11 -• MNllng.on JUL': 24, 2008, at 7:30 p.m. In ttle CHy Council Ctwnbera of Englawood CMc C... 1000 Englawood P-.Y, lo galller_lnpun1n an ~E AUTiiORIZING A . ' PROPERTY LEASE AGREEMENT BETWEEN MILLER WEINGARTEN .. REALTY, SHER IDAN REDEVELOP·• • •I MENT AGENCY ANO nE CITY OF, . ENGLEWOOD COLORADO l'Efl.' ... • TAIHING TO THE REOEVaOPMENt ::, . OF0THE ENGLEWOOO 001.F ··• • 1 -~-·.,, ·.· : '·:.r I Al........._.:.,.,... may-·. Iona In pel90II ..... f"'I* ........ °" In Wllllrlg IO be received by ttle Cly Clerk by 5 :00 p.m.:on Ju!V'24 , 2008: " Anyone wNng to apaalc II .,. NIie Hearing may cal ._ Cly c.k'a Ollce; · 303.782.2«16 04' 303.712.2407 ID . .• • .............. 04'.~ ~-·-~~'5 --dDOr· : ... · By Ollllar ~-.. ~Clly Coul!PI-., I ' L..auclllllla A. Ella. MMC Clly Qalll, CllyolE,._- 1000 EnglNald ParlMaV Enai-,od. CaloMda 80110 · ... .,. .. _,, i,HEIWJ), 2575 ... ,I'• . ;.- .. ~· . ..., PROOF OF PUBLICATION THE ENGLEWOOD HERALD STATE OF COLORADO COUNTY OF ARAPAHOE ss I, Jeremy S. Bangs , do solemnly swear that I am the Manag ing Ed itor of THE ENGLEWOOD HERALD and that same is a weekly newspaper pub - lished in the City ol Littleton. in the County of Arapahoe , State of Colorado, and has a general r.irculation therein; that said news- paper has been publlshed co.itinuously and uninterruptedly in said County of Arapahoe for a period of more than 52 weeks prior to the first publication of the annexed notice ;_ that said newspaper is entered in the Post Office of Littleton, Colorado as Second Class Mail matter and that the said news - paper is a newspaper within the meaning of the act ol the General Assembly of the State of Colorado, approved March 30. 1923, and entitled "Legal Notices and Advertisements" and other acts relating to · the printing and publishing of legal notices and was published in the regular and entire issues of sa id newspaper, once each week , on the same day ol each week, for a period of __l consecutive insertions and that the first publication of said notice was in the issue of said newspaper dated 4'4r 7 . 2006. The last publication of said notice was in the issue of said newspaper dated 44 . J . 2006 . ~ I r --,. Subscribed and sworn to before me, a Not•:::st· lhO \'\)-0,,.v ol 6 \; A A ....-; 2006. 0 -0 Q,Lt?Wt~ Signature of Notary Public PUBLIC NotJc'E . I ··" CITY OF INGLEWOOD NOTICa OF PUIILIC HIAIIING Nollce 19 hereby gM11 lllal the CNy, Council ol the CNy ol Englewood , Colorado, -IClleClMd • N>llc • - .Haaltng at • Regular Cly-Council - Meellng.an ~Y 24 . 2008 , at 7:30 p.m. In Ille, CNy Council a.mi,e,a ol • Englewood CMo C.-, 1000 Englewood Parkway. ID galhlr_lnpul'On an ~E AUTHORIZING A . · PROPERTY LEASE AGREEMENT BE1WEEN MIUER WEINGARTEN .. REALTY, SHERIDAN REDEVELOP·• • • MENT AGENCY AND THE CITY Of ENGLEWOOD. COLORAOO, f>ER::,. •·• TAININO 10 THE REOEVB.OPMENf :,., . Of TliE ENGLEWOOD GOLF .• •• , COllRSE. • . • ,'"·:·· ..,. . .: .. 7 · I Al__.·'*'",,.., . ...,.... Jn-. Iona In ..-at Iha f"ublc l'llanag,or In wrlllng ID be NCelved by .. CNy Cleflc by 5:00 'p.m.an -~. 2008: - Anyona wWllng ID apeak al Illa P\llllc Haar1ng may cal ... Clly Clelll'• Ollce:. 303 .782.2405 or 303,7112.2ol07 ID .· • IChecMe llalr p.wllllllcw, or Ii ellPIII .,_ ... .,._.... ... door. . . ,, • •' ,•' ·~· V ' -•~ •· By Older fl! Illa~-City. Cilul!I*-., ~:~·MMC ' .':':• • Clly'an , . Clly ol Englewood 1000 EnglNDOd P..-.y EnglNDOd. ColDllide 80110 • ;, · PUIUSHED: JN/lt 7, 2008 ENGl.£WOOD HERALD I 25711 I • ~I ·~·· ( C T y 0 F ENGLEWOOD Fact Sheet Proposed Ground Lease Impacting the Englewood Golf Course and Announcement of Public Hearing Overview In 2004, the City of Englewood was approached by Miller Weingarten Realty on behalf of the Sheridan Redevelopment Agency regarding a redevelopment plan for the area west of South Santa Fe Drive, between Hampden and Oxford Avenues. The designated redevelopment of a retail/entertainment complex includes a portion of the Englewood Golf Course (approximately 54 acres), which is located within the city limits of Sheridan. After extensive negotiations, the City of Englewood has reached a tentative agreement with Miller Weingarten and the Sheridan Redevelopment Agency to the lease the property. A Public Hearing will be held during the City Council meeting on Monday, July 24, 2006, 7:30 pm, at the Englewood Civic Center on the second floor in the City Council Chambers (1000 Englewood Parkway). The following information outlines the benefits of the project to the City of Englewood and su rr,m , iz e h substantive elements of the Miller Weingarten proposal. What this means for the City of Englewood • The golf course facility will be maintained in its entirety, including the 18-hole regulation course, the Par 3 course, and the driving range. The relocation will offer significant improvements to the golf course, including: 1. Moving most of the 18-hole course off the landfill by shifting the front nine holes to currently undeveloped areas on both sides of the South Platte River. 2. Providing a clay cap under thos e elements of the golf course that will remain on the landfill to help ensure healthy soil conditions for vegetation growth. 3. Other golf course enhancements and improvements to the South Platte River bike trail. • The proposal carries no financial risk to the City, as all costs related to the relocation of the golf course will be paid by th e developer. • The portion of the golf course that is on the proposed property lease will be relocated and rebuilt, in its entirety, at the sole expense of Miller Weingarten, at an estimated cost of $5 .5 million . Revenues from the lease of City property will be retained by the City to support the delivery of services, future c apital investments, expansion of the City 's reserves, redu c tion of debt and/or o th er benefi ts to the City as may be det ermined by City Council. 1000 ng l wood Parkway Englewood , Colorado 80110 Phon 303-762 -2300 10 a Substantive Elements of the Proposed Ground Lease Miller Weingarten proposes to lease, for an initial 20 year term, the portion of the golf course in question for $4.19 million, with three additional 20 year options totaling $900,000. The lease of the property is subject to completion of other land acquisition and finalization of development plans by the City of Sheridan and Miller Weingarten. Miller Weingarten will pay the City an additional $650,000 to cover the cost of the City's monitoring of the environmental remediation on City property and the redevelopment of the golf course, as well as supplemental golf course improvements and enhancements. • The scheduled start of the golf course redevelopment is mid-September 2006, with completion scheduled for the spring of 2008. The golf course clubhouse and the back (west) nine holes will remain open to the public during construction. Miller Weingarten is obligated to protect the City of Englewood from any loss of profit from operation of the golf course during any period that the golf course is impacted by relocation and for two years following re-opening of all facilities . Miller Weingarten has advanced the City a non-refundable deposit of $150,000 to cover the cost of its out-of-pocket expenses associated the City 's review of the proposed transaction . Miller Weingarten is obligated to protect the retail tenants of CityCenter Englewood from negativ e impacts. • The project will include significant improvements to the environmental conditions of the City's property. Miller Weingarten has developed a Voluntary Cleanup Plan that has been approved by the Colorado Department of Health and Environment (CDPHE). CDPHE and the consultants for the City of Englewood will monitor the environmental remediation of the City property. Miller Weingarten has guaranteed completion of the golf course redevelopment and has indemnified the City against environmental damages that may occur as a result of this project. • Th e r edevelopment plan is av ailable for viewing at the Englewood Municipal Golf Course, Englew o od Re c reation Center, Malley Senior Center, Englewood Civic Center and on the City's Web site, www.e nglewoo dgov.o rg. Jul y 11 , 2006 COUNCIL COMMUNICATION Date: Agenda Item: Subject: Jul y 24, 2006 11 a i Property Lease Agreement regarding the Redevelopment of the Englewood Golf Course Initiated By: Staff Source: Department of Parks and Recreation Jerrell Black, Director COUNCIL GOAL AND PREVIOUS COUNCIL ACTION City Council passed a Motion on August 1, 2005 authorizing the Englewood City Manager to enter into negotiations with Miller Weingarten Realty regarding a redevelopment proposal impacting the Englewood Golf Course. RECOMMENDED ACTION Staff recommends that City Council adopt a Bill for an Ordinance approving a Property Lease Agreement pertaining to the Redevelopment of the Englewood Golf Course with The Sheridan Rede v elopment Agency. BACKGROUND, ANALYSIS, AND ALTERNATIVES IDENTIFIED The City of Englewood was approached by Miller Weingarten Realty on behalf of the Sheridan Redevelopment Agency in 2004 regarding the proposed redevelopment plan for the area west of South Santa Fe Drive. The Sheridan Rede velopment Agen cy has requested leasing approximately 54 acres from the City of Engle w ood to develop a planned retail/entertainment c omplex. Th e Property Lea se p rovi des fo r th e followin g: • The Eng lewood Golf Course Facility will be maintained in its entirety, incl ud ing the 18-hole regulation course, the Par 3 Course and the Driving Range . The relocation will offer significant improvements to the Englewood Golf Course including: • The lease provides for an initial 20 year term and three additional 20 year options. • Mill er Weinga rten is obligated to protect the retail t enants of CityCenter Eng lewood from nega t ive impact s. • The project wi ll include significant improvements to the environmental condi t ions of t he City's property. Miller Weingarten has developed a Voluntary Cleanup Plan t hat has been approved by the Co lorado Department of Health and Environment (CDPHE). CDPHE and the consultants for the City of Englewood will monitor the environmental remediation of the City property. • Miller Weingarten has guaranteed completion of the golf course redevelopment and has indemnified th e City against environme ntal damages that may occur as a result of this project. • The scheduled start of the golf course redevelopment is mid-September 2006, with completion scheduled for late spring of 2008. The golf course clubhouse and the back (west) nine holes will remain open to the public during construction . • Miller Weingarten has coordinated with the South Suburban Park and Recreation District regarding impacts to the Mary Carter Greenway. • The lease of the property is subject to completion of other land acquisition and finalization of development plans by the City of Sheridan and Miller Weingarten. FINANCIAL IMPACT The property lease provides the following financial elements : • Miller Weingarten has advanced the City a non-refundable deposit u f $150,000 to cover the cost of its out-of-pocket expenses associated with the City 's review of the proposed transaction. • Miller Weingarten will lease the proposed property for an initial 20 year term for $4.19 million and will have 3 additional 20 y ear options totaling $900,000. • Miller Weingarten will pay the City an additional $650,000 to cover the cost of the City's monitoring of the environmental remediation on City property and the redevelopment of the golf course, as well as supplemental golf course improvements and enhancements. • The proposal c arries no financial risk to the City, as all costs related to the relocation o f the gol f co urse will be paid by the dev eloper. • The portion of the gol f course that is on the proposed property lease will be relocated and rebuilt, in its entirety, at the sole expense of Miller Weingarten , at an estimated cost of $5 .5 million. • Miller Weingarten is obligated to protect the City of Englewood from an y loss of profit from operation of the golf course during an y period that the golf course is impac ted b y relocation and for two y ears following re-opening of all facilities. LIST OF ATTACHMENTS Assignment and Assumption Agreement Limited Guaranty Redevelopment Letter from Mike Miller Affirmation from Sheridan Redevelopment Agency on Lease Agreement Bill for an Ordinance GROUND LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT This Ground Lease Assignment and Assumption Agreement (" Agreement") is made and entered into as of the __ day , 2006, by and between SHERIDAN REDEVELOPMENT AGENCY , a Colorado limited liability company ("Assignor"), and WEINGARTEN MILLER SHERIDAN , LLC , a Colorado limited liability company ("Assignee"), and THE CITY OF ENGLEWOOD, COLORADO, a home rule municipal corporation ("Landlord"). RECITALS A. Assignor is the Tenant under that certain Ground Lease dated 2006 ------between the City of Englewood , Colorado, as Landlord (the "Ground Lease"). B. Assignor desires to assign to Assignee all of Assignor's right, title and interest in and to, and Assignee desires to assume from Assignor and agrees to observe, perform and be bound by all of Assignor's covenants, duties and obligations under the Ground Lease. C. Landlord and Assignee desire to amend the Ground Lease by adding the provisions set forth below to the Ground Lease. D. Capitalized terms used herein but not defined herein shall have the meanings given them in the Ground Lease. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants contained herein , the receipt and sufficiency of which are hereby acknowledged, it is hereby agreed as follows: 1. Assignment of Tenant Leases and Deposits. Assignor hereby assigns and transfers to Assignee all of Assignor's rights , title and interest in and to the Ground Lease. 2. Assumption of Obligations . Assignee hereby assumes and agrees to observe, perform and be bound by all of the covenants, duties and obligations of Assignor, arising under and with respect to the Ground Lease. 3. Representations and Warranties. Assignor hereby represents and warrants to Assignee that (a) it has not previously assigned its interest in the Ground Lease to any third party; and (b) it owns its interest in the Ground Lease free and clear of all liens, security interests and encumbrances. 4. Amendment to Ground Lease. Landlord and Assignee agree to amend the Ground Lease by deleting the original reference in Article 12 as being "Intentionally Omitted", and inserting in Article 12 the following in its entirety: ARTICLE 12 Environmental I. Environmental Disclosure. Tenant acknowledges that Landlord has ~----- disclosed to Tenant that portions of the Premises include a former landfill and the possible existence of Environmental Conditions at, on , under or migrating onto or from the Premises . Tenant acknowledges that it has conducted its own investigations of the Premises, including the presence or absence of any such Environmental Conditions . Landlord makes no representations or warranties whatsoever regarding the accuracy or reliability of information and documents disclosed to Tenant by Landlord regarding the presence or absence of Environmental Conditions existing at the Premises. Tenant acknowledges that Tenant is sophisticated in the purchase and development of real property, and has been given full opportunity to inspect the Premises , including the opportunity to perform environmental testing at the Premises. 2 . Tenant's Voluntary Cleanup and Redevelopment. Tenant intends to redevelop the Premises as part of the Sheridan Redevelopment Area and the River Point at Sheridan retail center development project. In furtherance of those development activities, Tenant has prepared and submitted the Environmental Workplan to CDP HEthe Colorado Depa...rtm en t of Publi c Health and E0-vir.onm~11t t'CD PH E"). Tenant has received written approval from CDPHE for the Environmental Workplan. During the term of the Lease, including any extension~ Tenant covenants, at its so le cos t and expem,e__, to perform , comply with and be responsible for , and to cause all of its sub lessees , contractors, agents, successors, assigns and grantees to perform , and comply with: (I) all terms and conditions of the Environmental Workplan; and (2) all terms and conditions in the supporting documents forming the basis of the Environmental Workplan; and (3) all other applicable Environmental Laws; and (4) any work, response action , investigation, monitoring, or remediation that is required by any governmental agency with applicable authority to be undertaken regarding any Environmental Conditions at the Premises that are addressed in the Environmental Workplan or that become known as a result of Tenant performing or carrying out its responsibilities under items (I), (2), and (3) above. Tenant shall use its best efforts to obtain from CDPHE and deliver to Landlord a "No Action Determination" at the completion of each phase of the Environmental Workplan. 3 . Release and Covenant Not to Sue . Tenant hereby releases and covenants not to sue Landlord and its elected officials, employees, agents, representatives, and assigns , of, from and for any and all manner of actions, suits, claims, damages , judgments, levies, executions, demands, costs, expenses and liabilities, known or unknown, liquidated or unliquidated, direct or indirect, whether in contract, tort or otherwise, existing by virtue of any federal, state or local statute or regulation, which Tenant could assert against Landlord as a result of or arising out of the presence or alleged presence of Environmental Conditions at the Premises or flooding on the Premi es caused by Tenant's development activities and /or Improvements . This rel ea e and covenant not to sue shall survive the termination of this Lease and any sale or other conveyance of title to the Premises. 4. Tenant's Indemnification of Landlord . Tenant agrees to release, indemnify and hold harmless Landlord and its elected officials, employees, agents , representatives, and assigns , from and against all liability, claims, demands , suits , actions, administrative proceedings, orders, damages, costs, judgments, levies , executions, expenses , assessments , fines and penalties, including court costs and reasonable expert witness and attorneys' fees , arising out of or relating to any of the following : (I) the performance by Tenant of its obligations this Article 12 ; (2) a ny work respo11fil!.a~n. i n ve§ligation, II1o ni t9rin g, Qf remediat io n or a~rn.e.nt th at is req!:l ired by _a_ny gov..e rnm ental ~ency w ith applicable autho rity tQ h._e unde_rt aken ~ardjn____g_an._y Environmental Conditions that are addressed in the Environmental Workplan or that become known as a result of Tenant performing or carrying out its rep o nsib ilit ie sresJ)_onsjb iliti es under items (1), (2)~U) and (3-4) of Article 12.2 above; (3) the use and occupancy of the Premises by Tenant or Tenant 's sublessees, contractors, agents , successors, assigns or grantees, including but not limited to acts or omissions of Tenant or Tenant 's sublessees, contractors, agents , successors, assigns or grantees, during or after the redevelopment of the Premises, resulting in the creation of, contribution to , or exacerbation of any Environmental Conditions at the Premises now or in the future; (4) Tenant's failure to comply with any applicable laws and/or regulations governing wetlands, floodplains or floodways ; (5) causing or contributing to any additional wastewater treatment costs or violations of effluent limits in the COPS Permit for the Littleton/Englewood Wastewater Treatment Plant ("LEWWTP") as a result of the use and occupancy of the Premises by Tenant or Tenant 's sublessees, contractors, agents , successors, assigns or grantees , including costs of penalties and /or compliance with any administrative or judicial enforcement action taken against the LEWWTP and /or the Cities of Littleton and Englewood as the owners thereof; or (6) arising out of or relating to any flooding on the Premises caused by Tenant's development activities and/or Improvements. This indemnification is not limited to third party claims and shall survive the termination of this Lease. 5. Landlord 's Right to Inspect. During the term of the Lea se, Landlord has the right upon reasonable prior notice to Tenant, but not the obligation , to conduct any inspection s, tests , survey s, procedures or investigations (to gether as "Inspections") at the Premises that Landlord , in its sole di scretion , deems necess ary to determine wheth er En vironmental Condition s exi st and /or whether Tenant 's d evelo pment ac tiv iti es and Improvem ent s are in compl ia nce with all applica bl e laws and regu lations. Landlord shall use commercia ll y reasonable efforts to minimize interruptions of Tenant 's business use of the Premises in conducting any such inspections . During Tenant's performance of its responsibilities under Article 12.4 above, Land lord has the right , but not the obligation, to have its inspectors present o n-si te d uri n g all as pects of Tenant's wo rk . Tenan t shall not in terfere with or o b stru ct th e access or ob servat io n oflandl ord 's in spector . Ten ant has designated the fo ll owi ng pe rso ns as the con tact fo r di rect commun ication b y Lan dl ord 's ins pector on matters re lating to Tenant 's work (a nd Ten ant may change such designation by prior written no tice to La ndl ord : I In se rt Contact Nam e ! 6 . Environmental Insurance. Tenant shall , at no cost to Landlord , acquire and maintain environmental liability insurance policies naming Landlord as an insured beneficiary in coverage forms and amounts acceptable to Landlord , and written by one or more companies acceptable to Landlord , all in Landlord 's re eson bl e di seret1o nr easona bkdiscretio n . Tena nt slicill use it s co mmially reasQUa.b le ~effort .,. .at no_ cost to Landlord, to maint a in s uch coverage thro ugho ut th e term of th e Leas.e, i ncl udi n_g an__y extensions . Such policies shall provide that Landlord shall be given a minimum of thirty (30) days ' written notice by any such insurance company prior to the cancellation, termination, or alteration of the terms or limits of such coverage. Copies of such policies shall be delivered to Landlord endorsed premium paid by the company or agent issuing the same, or accompanied by other evidence satisfactory to Landlord that the premiums thereon have been paid. Such policies and evidence of payment shall be delivered to Landlord prior to or concurrent with the first entry upon the Premises, or any portion thereof by Tenant, its contractors and subcontractors. 7. Flood Insurance . Tenant shall, at no cost to Landlord, acquire and maintain liability insurance covering damage caused by flooding on the Premises naming Landlord as an insured entity in coverage forms and amounts acceptable to Landlord in Landlord's fflle reaso na bl e discretion !OPEN?!. 8. Construction and Maintenance of Drainage Swale . Tenant intends to construct a drainage swale along the western boundary of the Premises for the purpo se of controlling and /or managing excess runoff created by Tenant's developm ent. Tenant agrees , at it s so le cos t a nd ex pense, to accept full responsibility for construction and maintenance of the drainage swale in such a manner to ensure that it functions properly and in accordance with all applicable laws and regulations . In addition , Tenant agrees to erect fencing , subject to the appro val of Landlord, along the eastern boundary of the swale located on the leased Premises along the Landlord's golf complex , depieted on E"hibit _. 9 . Storage Tank s. Landlord and Tenant are currently unaware of any past or present underground or abo ve ground storage tank systems or operations at th e Premi ses. Accord ingl y, nothing in this Lease shall be interpreted or appl ied as an y ex press o r impli ed indicat io n o f th e own ership or operation of any underground or above gro un d storage tanks by La nd lo rd or Tenant , or as conferring "Owner" or "Operator" status or liability to Landlord or Tenant regarding any underground or above ground storage tanks at the Premises in the past , present or future , pursuant to any federal , Colorado or local laws , rules , regulations or policies of any governmental agencies , administrative committees or commissions. I 0. S ub-tenants. In no event and notwi th stand ing anyth ing to the con trary contained herein shall Landlord hold any subtenants responsi bl e for the provisions of th is Article, except to the extent a subte nant ex press ly agrees to b e re s ponsible l~t~r k-tt1h c rcfor under the terms of its sublease between it and Tenant. 5. Further Documents. Assignor and Assignee agree to execute further or additional documents and to take such other actions as may be reasonably necessary or appropriate to fully confirm or carry out the assignment and transfer as set forth in this Agreement. §,, Notices. All n_o_ti~ QI other communi~ationsJ_o be given to Tenant in ~an.ce with ArticJe 17, S~ction J _of the. Lease shall be addressed to T.eDMt as follows: lfto Tenant: Weingarten Miller Shmd.an_L_LC ]50 Englewood Park.wa)'_i Su.ik2..00 fnglew...uod., CO 8011.0 Att~.nti on.; Mr . _S.t.e.wart .L .M ille__r 'if ci.ggart.e.n ~ In vestors i6o o Citadel eJaza Drive £,_Q .Box .9.Ml 3-3. lio.ustW1, TX 7792-413.3. A~ntion: Gener.al Counsel W..cin~rten R~al!y In vestors 2.6.QQ_J; ita.dcl p .laza Drive P~iD1c B_ox 92. 413..3. lj_Qus.to n TX 7792-41.3.3. Attention: Pre sident Isaacson Ro_s_enb.a.um P .C. 633 17'" Street~ Syjle 220_Q Denver, CO 80202 Attention: William M Silb~st.cin., .Es.q. 7. 6 . Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. 8. . Successors. This Agreement shall bind and inure to the benefit of the parties hereto and their respective heirs , successors and assigns . 9 . . Further Actions. Each of the parties hereto shall execute such documents and take such action as may be reasonably requested by the other party to carry out the provisions and purposes of this Agreement. I 0. ~ Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Colorado. I I. ~-Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed and original and all of which taken together shall constitute one and the same instrument. [remainder of the page /efi intentionally blank} IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first above written. ASSIGNOR: SHERIDAN REDEVELOPMENT AGENCY, a Colorado limited liability company By. ____________ _ Name:. ___________ _ Title: ------------ ASSIGNEE: WED"1GARTEN MILLER SHERIDAN, LLC, a Colorado limited liability company By: Weingarten Realty Investors, a Texas Real Estate Investment Trust, Man LANDLORD: TI:IE CITY OF ENGLEWOOD, COLORADO, a home rule municipal corporation By: __________ _ Name: ___________ _ Title: ___________ _ Page6 GROUND LEASE ASSIGNMENT AND ASSUMPTION AGREEMENT This Ground Lease Assignment and Assumption Agreement ("Agreement") is made and entered into as of the __ day , 2006 , by and between SHERIDAN REDEVELOPMENT AGENCY, a Colorado limited liability company ("Assignor"), and WEINGARTEN MILLER SHERIDAN , LLC , a Colorado limited liabil ity company ("Assignee"), and THE CITY OF ENGLEWOOD, COLORADO, a home rule municipal corporation ("Landlord"). RECITALS A. Assignor is the Tenant under that certain Ground Lease dated 2006 ------ between the C ity of Englewood, Colorado, as Landlord (the "Ground Lease"). B. Assignor desires to assign to Assignee all of Assignor's right , title and interest in and to , and Assignee desires to assume from Assignor and agrees to observe, perform and be bound by all of Assignor's covenants, duties and obligations under the Ground Lease. C. Landlord and Assignee desire to amend the Ground Lease by adding the provisions set forth below to the Ground Lease. D. Capitalized terms used herein but not defined herein shall have the meanin g s gi ven th em in the Ground Lease. AGREEMENT NOW, THEREFORE, in consideration of the foregoing premises and the mutual cov enants contained herein , the receipt and sufficiency of which are hereby acknowledged , it is hereby agreed as follows: l. Assignment of Tenant Lea ses and Deposits . As signor hereby a ss igns and tra n sfers to Ass ignee all of As signor's ri ght s, t itle and intere st in and to the Ground Lease . 2 . Assum ption of Obl igations. Assignee hereby assumes and agrees to observe, perform and be bound by all of the covenants, duties and obligations of Assignor, arising under and with respect to the Ground Lease . 3. Representations and Warranties. Assignor hereby represents and warrants to Assignee that (a) it has not previo u sly ass igned its interest in th e Gro und Lease to any th ird party ; a nd (b) it owns its interest in the Ground Lease free and clear of all lie n s, sec uri ty int erests and encumbrances . 4. Amendment to Ground Lease . Landlord and Assignee agree to amend th e Ground Lease by deleting the original reference in Article 12 as being "Intentionally Omitted", and in serting in Article 12 the following in its entirety: ARTICLE 12 Environmental 1. Environmental Disclosure. Tenant acknowledges that Landlord has disclosed to Tenant that portions of the Premises include a former landfill and the possible existence of Environmental Conditions at, on , under or migrating onto or from the Premises. Tenant acknowledges that it has conducted its own investigations of the Premises, including the presence or absence of any such Environmental Conditions. Landlord makes no representations or warranties whatsoever regarding the accuracy or reliability of information and documents disclosed to Tenant by Landlord regarding the presence or absence of Environmental Conditions existing at the Premises . Tenant acknowledges that Tenant is sophisticated in the purchase and development of real property, and has been given full opportunity to inspect the Premises, including the opportunity to perform environmental testing at the Premises. 2. Tenant's Voluntary Cleanup and Redevelopment. Tenant intends to redevelop the Premises as part of the Sheridan Redevelopment Area and the River Point at Sheridan retail center development project. In furtherance of those development activities, Tenant has prepared and submitted the Environmental Workplan to the Colorado Department of Public Health and Environment ("CDPHE"). Tenant has received written approval from CDPHE for the En vi ronm e ntal Workplan. During th e term of the Lease, including any extensions , Tenant co v enants, at its sole cost and expense, to perform, comply with and be responsible for, and to cause all of its sub lessees , contractors , agents , successors, assi1:,rns and grantees to perform, and comply with: (I) all terms and conditions of the Environmental Workplan ; and (2) all terms and conditions in the supporting documents forming the basis of the Environmental Workplan ; and (3) all other applicable Environmental Laws ; and (4) any work, response action , investigation, monitoring, or remediation that is required by any governmental agency with appli cable authority to be undertaken regarding any Environmental Conditions at the Premi ses that are addressed in the Environmental Workplan or that become known as a res ult of T en ant performing or carrying out its re sponsibilities under items (1), (2), and (3) ab ove. Tenant shall use its b est efforts to obtai n fro m C DP HE an d deliver to Landlord a "No Action Determination" at the completion of each ph ase of the Environmental Workplan . 3. Release and Covenant Not to Sue. Tenan t hereb y re leases and covenan ts not to sue Lan dl ord and its elected officials, employees, agent s, represent ati ves, and assigns , of, from an d for any and all mann er of ac tion s, suits, clai m s, damages, judgments, levies, executions, demands, costs, ex p en ses and liabil ities , know n or unknown , liquidated or unliq uidated, d irect or ind irect, wh eth e r in contract, tort or otherwise, existing by virtue of any fe deral, state or local statute or regu lati o n, wh ich Tenant could as sert against Land lord as a result of or arising out of th e pre ence or a lleged pre ence of Environmental Conditions at the Premises or flooding on the Premises caused by Tenant 's development activities and/or Improvements. This release and covenant not to sue shall survive the termination of this Lease and any sale or other conveyance of title to the Premises. 4. Tenant 's Indemnification of Landlord. Tenant agrees to release, indemnify and hold harmless Landlord and its elected officials, employees , agents , representatives , and assigns , from and against all liability, claims , demands , suits, actions , administrative proceedings, orders, damages , costs, judgments, levies , executions , expenses , assessments , fines and penalties, including court costs and reasonable expert witness and attorneys' fees , arising out of or relating to any of the following: (1) the performance by Tenant of its obligations this Article 12 ; (2) any work, response action , investigation, monitoring, or remediation or abatement that is required by any governmental agency with applicable authority to be undertaken regarding any Environmental Conditions that are addressed in the Environmental Workplan or that become known as a result of Tenant performing or carrying out its responsibilities under items (1), (2), (3) and (4) of Article 12.2 above ; (3) the use and occupancy of the Premises by Tenant or Tenant's sublessees , contractors, agents , successors, assigns or grantees, including but not limited to acts or omissions of Tenant or Tenant's sub lessees , contractors, agents, successors , assigns or grantees, during or after the redevelopment of the Premises, resulting in the creation of, contribution to , or exacerbation of any Environmental Conditions at the Premises now or in the future ; (4) Tenant's failure to comply with any applicable laws and/or regulations governing wetlands , floodplains or floodways ; (5) causing or contributing to any additional wastewater treatment costs or violations of effluent limits in the COPS Permit for the Littleton/Englewood Wastewater Treatment Plant ("LEWWTP") as a result of the use and occupancy of the Premises by Tenant or Tenant's sublessees, contractors, agents , successors, assigns or grantees , including costs of penalties and/or compliance with any administrative or judicial enforcement action taken against the LEWWTP and/or the Cities of Littleton and Englewood as the owners thereof; or (6) arising out of or relating to any flooding on the Premises caused by Tenant's development activities and/or Improvements . This indemnification is not limited to third party claims and shall survive the termination o f this Lea se. 5 . Landlord 's Right to Inspect. During the term of the Lease~ Land lord has the right upon reasonable prior notice to Tenant, b ut not the obligation , to conduct any inspections , tests , surveys , procedu res or investigations (together as "In spect io n s") at the Premises that Landlord , in its so le discretion , deems necessary to d eterm ine wheth er Environmental Cond itio ns exist and/or wheth er Tenant 's developm e nt ac tiv iti es and Im proveme nts a re in compl iance w ith all applicabl e laws a nd regu latio ns . Landlord sha ll use commerciall y reason abl e efforts to minimize in terru pt io n s of Tenant 's b usine s use of th e Prem ises in co nduct ing any such in spec tion s. During Tenant 's performance of its respo nsibi lities under Article 12.4 above, Land lord ha s the right , hut not the obligation , to have its in spectors present o n-s it e during all a pects o f Ten ant 's work . Tenant shall not interfere with or obstruct the access or observation oflandlord's inspector. Tenant has designated the following persons as the contact for direct communication by Landlord 's inspector on matters relating to Tenant's work (and Tenant may change such designation by prior written notice to Landlord: (Insert Contact Name] 6. Environmental Insurance. Tenant shall, at no cost to Landlord, acquire and maintain environmental liability insurance policies naming Landlord as an insured beneficiary in coverage forms and amounts acceptable to Landlord, and written by one or more companies acceptable to Landlord, all in Landlord 's reasonable discretion. Tenant shall use its commercially reasonable best efforts, at no cost to Landlord, to maintain such coverage throughout the term of the Lease, including any extensions. Such policies shall provide that Landlord shall be given a minimum of thirty (30) days' written notice by any such insurance company prior to the cancellation, termination, or alteration of the terms or limits of such coverage. Copies of such policies shall be delivered to Landlord endorsed premium paid by the company or agent issuing the same, or accompanied by other evidence satisfactory to Landlord that the premiums thereon have been paid. Such policies and evidence of payment shall be delivered to Landlord prior to or concurrent with the first entry upon the Premises, or any portion thereof by Tenant, its contractors and subcontractors. 7. Flood Insurance. Tenant shall, at no cost to Landlord, acquire and maintain liability insurance covering damage caused by flooding on the Premises naming Landlord as an insured entity in coverage forms and amounts acceptable to Landlord in Landlord's reasonable discretion. 8. Construction and Maintenance of Drainage Swale. Tenant intends to construct a drainage swale along the western boundary of the Premises for the purpose of controlling and/or managing excess runoff created by Tenant's development. Tenant agrees, at its sole cost and expense, to accept full responsibility for construction and maintenance of the drainage swale in such a manner to ensure that it functions properly and in accordance with all applicable laws and regulations. In addition , Tenant agrees to erect fencing, subject to the approval of Landlord, along the eastern boundary of the swale located on the leased Premises along the Landlord's golf complex. 9. Storage Tanks. Landlord and Tenant are currently unaware of any past or present underground or above ground storage tank systems or operations at the Premises. Accordingly, nothing in this Lease shall be interpreted or applied as any express or implied indication of the ownership or operation of any underground or above ground storage tanks by Landlord or Tenant, or as conferring "Owner" or "Operator" status or liability to Landlord or Tenant regarding any underground or above ground storage tanks at the Premises in the past, present or future , pursuant to any federal, Colorado or local laws, rules , regulations or policies of any governmental agencies , administrative committees or commissions. 10 . Sub-tenants. In no event and notwithstanding anything to the contrary contained herein shall Landlord hold any subtenants responsible for the provisions of this Article, except to the extent a subtenant expressly agrees to be responsible therefor under the terms of its sublease between it and Tenant. 5. Further Documents . Assignor and Assignee agree to execute further or additional documents and to take such other actions as may be reasonably necessary or appropriate to fully confirm or carry out the assignment and transfer as set forth in this Agreement. 6. Notices. All notices or other communications to be given to Tenant in accordance with Article 17, Section 3 of the Lease shall be addressed to Tenant as follows: If to Tenant: With copies to: Weingarten Miller Sheridan LLC 850 Englewood Parkway, Suite 200 Englewood, CO 80110 Attention: Mr. Stewart A. Miller Weingarten Realty Investors 2600 Citadel Plaza Dri ve P .O. Box 924133 Houston , TX 7792-4133 Attention : General Counsel Weingarten Realty Investors 2600 Citadel Plaza Drive P .O . Box 924133 Houston , TX 7792-4133 Attent ion : President Isaacson Ro senbaum P .C. 633 17th Street, Suite 2200 Denver, CO 80202 Attention : William M . Silberstein, Esq . 7. Entire Agreement. This Agreement constitutes the entire agreement between the part ies wi th res pect to the s ubject m att er hereof. 8 . Successors. Thi s Agreement shall bind and inure to the benefit of the parties hereto and their res pective heirs , successors and assigns . 9. Further Actions. Each of the parties hereto shall execute such documents and take such action as may be reasonably requested by the other party to carry out the provisions and purposes of this Agreement. 10. Applicable Law. This Agreement shall be construed in accordance with the laws of the State of Colorado. 11. Countemarts. This Agreement may be executed in two or more counterparts, each of which shall be deemed and original and all of which taken together shall constitute one and the same instrument. [remainder of the page left intentionally blank} IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and date first above written. ASSIGNOR: SHERIDAN REDEVELOPMENT AGENCY, a Colorado limited liability company By: ____________ _ Name:. ___________ _ Title: ------------ ASSIGNEE: WEINGARTEN MILLER SHERIDAN, LLC, a Colorado limited liability company By: Weingarten Realty Investors, a Texas Real Estate Investment Trust, Man LANDLORD: TIIB CITY OF ENGLEWOOD , COLORADO, a hom e rule municipal corporation By: ____________ ~ Name: ___________ _ Title :. ___________ _ Page 6 DRAFT LIMITED GUARANTY This Limited Guaranty ("Guaranty Agreement) is entered into this __ day of July , 2006 by Weingarten Realty Investors , a Texas real estate investment trust ("Guarantor") fo r the benefit of the City of Englewood , Colorado , a home rule municipal corporation. RECITALS A. Englewood, as Landlord, entered into a Ground Lease (the "Lease") with Sheridan Redevelopment Agency ("SRA "), as tenant, relating to that certain real property ("Premises") more particularly described on Exhibit A attached hereto and made a part hereof by this reference , which Lease has an Effective Date of even date herewith. B. SRA intends to assign it 's interest as Tenant in the Lease to Weingarten Miller Sheridan LLC ("Tenant "), pursuant to that certain Ground Lease Assignment and Assumption Agreement attached hereto as Exhibit B and made a part hereof by this reference (the "Assignment"). C . SRA and Tenant have requested Englewood to consent to the Assignment and Assumption Agreement. D . As a condition of Englewood 's consent to the Assignment and Assumption Agreement, Englewood requires Guarantor to enter into this Guaranty Agreement , and Guarantor has agreed to do so to induce Englewood to give its consent. NOW THEREFORE, in consideration of Englewood 's consent to the Assignment and Assumption Agreement , and for other good and valuable consideration , the receipt and sufficiency of which are hereby acknowledged , Guarantor agrees as follows : AGREEMENT 1. Guarantor absolutely, unconditionally and irrevocably guarantees and agrees (a) to perform fully and promptly all of the covenants, agreements and other obligations required to be performed by Tenant (including the obligation to make any payments) under Article 12 of th e Lease, as amended by Parag raph 4 of the Assignment; (b) to indemnify Eng lewood agai nst any losses, cl aims, damages or other costs incurred by Englewood as a result of any breach or defaul t by Tenant of any of Tenan t's ob ligations und er Article 12 of the Lease (as amended by Paragraph 4 of the Assignment); (c) to pay any deductible amount required to be paid by the ins ured under any insurance policy Tenant is obligated to obtain under the provisions of Article 9 of the Lease and under Article 12 of the Lease (as amended by Paragraph 4 of the Assignment), (d) to pay any and all reasonable costs, attorneys' fees and expenses incurred or expended by Englewood due to any default by Tenant in the performance of the obligations referred to in subparagraphs (a) through (c) of this Paragraph and (e) to pay any and all reasonable costs, attorneys ' fees and expenses incurred or expended by Englewood in enforcing the provisisons of this Guaranty Agreement. The obligations to be performed by Tenant and payments to be made by Tenant described in subparagraphs (a) through (c) of this Paragraph 1, together with any payments to be made by Guarantor under subparagraphs (d) and (e) of this Paragraph 1, are herein collectively referred to as the "Obligations." 2 . Guarantor expres sly waives demand and notice of default by Tenant and Guarantor. Englewood shall be under no obligation to use diligence in preserving the liability of any person on the Obligations or in bringing suit to enforce performance of the Obligations . Guarantor waives all defenses given to sureties or guarantors at law or in equity other than the actual performance of the Obligations and all defenses based upon questions as to the validity, legality or enforceability of the Obligations and agrees that Guarantor shall be primarily liable hereunder. 3. Englewood, without authorization from or notice to Guarantor and without impairing, modifying, changing, releasing, limiting or affecting the liability of Guarantor hereunder, may from time to time at its discretion and with or without valuable consideration, alter, compromise, accelerate, renew, extend or change , take and surrender any insurance policies insuring any of the Obligations, or settle or compromise with Tenant or any other person or persons liable on the Obligations on such terms as it may see fit , and may apply all moneys received from the Tenant or others to reduce or discharge any portion of the Obligations in such manner as it may determine to be in its best interest, without in any way being required to apply all or any part of such moneys upon any particular part of the Obligations. It is specifically agreed that no exercise or non-exercise by Englewood of any other right or remedy of Englewood shall in any way affect any of Guarantor 's obligations hereunder or any security furnished by Guarantor or give Guarantor any recourse against Englewood. 4 . The liability of Guarantor hereunder shall not be modified , changed , re leased , limi ted or impa ired in any manner whatsoever on account of any or all of the following: (a) the incapacity, dissolution or termination of Guarantor or Tenant; (b) the failure by Englewood to file or enforce a claim against the estate (either in adm inistration, bankruptcy or other proceeding) of Tenant or any other person or entity; (c) recovery from Tenant or any other person or entity becomes ba rred by any statute of li m itations or is oth erwise prevent ed ; (d) an y defe nses, set-offs or counterclaim s which may be avail able to Tenant or any oth er perso n or entity; (e) any re lease of Tenan t, an y co-g uarantor or an y other person (o th er th an Guarantor) primaril y or seco ndar ily lia bl e for th e pe rfo rma nce of the Obligations or any part thereof; (f) any releases or waivers with res pect to the Obligations; (g) any failure of Englewood to give any no tice to Guarantor of any default under the Obligations, or this Guaranty; or (h) any impairment, modificatio n , change, release or limitation of the liability of, or stay of actions or lien enforcement proceedings against, Tenant , its property, or its estate in bankruptcy resulting from the operation of any present or future prov1Sion of the Federal Bankruptcy Code (hereinafter called the "Bankruptcy Code") or other similar federal or state statute, or from the decision of any court. 5 . Englewood shall not be required to pursue any other remedies before invoking the benefits of the guaranties contained herein , and specifically it shall not be required to make demand upon or institute suit or otherwise pursue its remedies against Tenant or any surety other than Guarantor or to proceed against any security or insurance policy now or hereafter existing for the performance of the Obligations. Englewood may maintain an action on this Guaranty without joining Tenant therein and without bringing a separate action against Tenant. 6. If for any reason whatsoever (including but not limited to ultra vires, lack of authority, illegality, force majeure, act of God or impossibility) the Obligations cannot be enforced against Tenant, such unenforceability shall in no manner affect the liability of Guarantor hereunder and Guarantor shall be liable hereunder notwithstanding that Tenant may not be liable for such Obligations and to the same extent as Guarantor would have been liable if such Obligations had been enforceable against Tenant. 7 . Guarantor absolutely and unconditionally covenants and agrees that in the event that Tenant does not or is unable to perform the Obligations for any reason , including , without limitation, liquidation , dissolution , receivership , conservatorship , insolvency , bankruptcy , assignment for the benefit of creditors , sale of all or substantially all assets, reorganization, arrangement, composition, or readjustment of, or other similar procet. 1gs affecting the status , composition , identity , existence, assets or obligations of Tenant, or the disaffirmance or termination of any of the Obligations in or as a result of any such proceeding , Guarantor shall perform the Obligations and no such occurrence shall in any way affect Guarantor 's obligations hereunder . 8 . Should the status of Tenant change , this Guaranty shall cont inue and also co ver the Obligations of Tenant under the new statu s acco rding to the terms hereof. 9. In the event any payment by Tenant to Englewood is hel d to constitute a preference under the bankruptcy laws, or if for any other reason Englewood is required to refund such payment or pay the amount thereof to any other party, such payment by Tenant to Englewood shall not con sti tute a release of Gua ra ntor fr om any liab ili ty hereunde r , but Guarantor ag rees to pay such amount to Englewood upon demand and thi s Guaranty shall contin ue to be effective or shall be reinstated , as th e case may be, to th e ex te nt of any such payment or payments. 10 . Guarantor agrees that it shall not have any defense arising out of the absence, impairment or loss of any right of reimbursement or subrogation or other right or remedy of Guarantor against Tenant or against any security resulting from the exercise or election of any remedies by Englewood, or any defense arising by reason of any disability or other defense of Tenant or by reason of the cessation , from any cause , of the liability of Tenant. 11 . Guarantor hereby represents , warrants and covenants to and with Englewood as follows: (a) the execution, delivery and performance of this Guaranty do not contravene, result in the breach of or constitute a default under its Trust Agreement or any other organizational or governing documents relating to the organization, governance or operation of Guaranty, or any contract or agreement to which Guarantor is a party or by which Guarantor or any of his properties may be bound or affected and do not violate or contravene any law , order, decree, rule or regulation to which Guarantor is subject; (b) there are no judicial or administrative actions, suits or proceedings pending or , to the best of Guarantor's knowledge, threatened against or affecting Guarantor or involving the validity, enforceability or priority of this Guaranty; ( c) this Guaranty constitutes the legal, valid and binding obligation of Guarantor enforceable in accordance with its terms . 12. The rights of Englewood are cumulative and shall not be exhausted by its exercise of any of its rights hereunder or otherwise against Guarantor or by any number of successive actions until and unless all Obligations have been performed and each of the obligations of Guarantor hereunder has been performed. 13 . Any notice, request , offer , approval , consent, or other communication required or permitted to be given by or on behalf of or to Guarantor or Englewood shall be given or communicated in writing by personal delivery, reputable overnight courier service which keeps receipts of deliveries (i.e ., Federal Express), or United States certified mail (return receipt requested with postage fully prepaid) or express mail service addressed to the other Party as follows: If to Guarantor With copies to: If to E nglewood: Attention: -------- Attention: City of Eng le wood 1000 E nglewood Pa r kway Eng lewood, Colorad o 80 11 0 Attention: City Manager 4 With copies to: City of Englewood 1000 Englewood Parkway Englewood, Colorado 80110 Attention: City Attorney or to such other address or to the attention of such other person as hereafter shall be designated in writing by the applicable party sent in accordance herewith. Any such notice or communication shall be deemed to have been given and received either at the time of personal delivery or, in the case of delivery service or mail, as of the date of first attempted delivery at the address and in the manner provided herein, or in the case of telegram, telex or telecopy, upon receipt. 14. This agreement and the other loan documents and the rights and obligations of the parties hereunder and thereunder shall in all respects be governed by, and construed and enforced in accordance with, the laws of the State of Colorado (without giving effect to Colorado's principles of conflicts of law). Guarantor hereby irrevocably submits to the non-exclusive jurisdiction of any Colorado court or federal court sitting in Denver, Colorado over any suit , action or proceeding arising out of or relating to any of the loan documents. 15. This Guaranty may only be modified, waived, altered or amended by a written instrument or instruments executed by the party against which enforcement of said action is asserted. Any alleged modification, waiver, alteration or amendment which is not so documented shall not be effective as to any party. 16. The terms, provisions, covenants and conditions hereof shall be binding upon Guarantor its successors and assigns, and shall inure to the benefit of Englewood its successors, assignees. Within this Guaranty, words of any gender shall be held and construed to include any other gender and words in the singular number shall be held and construed to include the plural, unless the context otherwise requires. A determination that any provision of this Guaranty is unenforceable or invalid shall not affect the enforceability or validity of any other provision and any determination that the application of any provision of this Guaranty to any person or circumstance is illegal or unenforceable shall not affect the enforceability or validity of such provision as it may apply to any other persons or circumstances . EXECUTED the day and year first above written. State of Texas ) Country of _______ ) )ss WEINGARTEN REALTY INVESTORS, a Texas real estate investment trust By:-------------- Its: -------------- The foregoing instrument was acknowledged before me this __ day of July, 2006 by ------------' as of Weingarten Realty Investors, a Texas real estate investment trust. Witness my hand and official seal. My commission expires: ------------ Notary Public J3wE Berenbaum. We.im1hienk & Eason. P.C. Auome;,., at J.,1111 · H. Michael Miller Direct Dial JOJ/592-BJJO F.-Mail : hmmiller@bw-legal.com Jerrell Black, Director Parks & Recreation City of Englewood 1000 Englewood Park:wa,y Englewood. CO 80110 July 20, 2006 Re: Sheridan Redevelopment/Golf Course Dear Jerrell: 370 Seventeenth Sm:ct Republic PLir.a , 48th F1oor Denver · Colorado 80202-S6911 Telephone : 303/112S-0800 Facsimile : 303/629 -7610 This will confirm our conversation regarding the ~velopment Agreement. The Lease, in Article m, Section 3, provides tha.t agreement and signatures on the Development Agreement are conditions to the Lease becoming effective. If the City does not have a signed Development Agreement acceptable to it by August 31, 2006, the City has the right to te_rminate the Lease. Accordingly, the Lease can be approved by Council in advance of. and separate from, the Development Agreement. As to the status of the Development Agreement, it is currently still a work in process, although I believe the major elements have been agreed to. The most important was the design and concept. and there is agreement by both Miller-Weingarten and the City to Concept K, which has previously been delivered to Council. In addition, the City developed an outline of other key elements it requires in the agreement, and these have been reviewed by Miller- Weingarten. l am advised that except for a couple of smaller items still under discussion, Miller- Weingarten has also concurred in the outline of key elements . Please let me know if there are any questions regarding the matters I have di scussed. Very trul y yo urs , BERENBAUM , W EINSHIENK & EASON , P.C. -71]..V HMM :s ld H. Michae l Mill er H:\Doca\ClientlRo\BNOLBWD'.aolt count'.Black ltr 01 .doc SCAI .E : I"= top' SCORECARD T l I.II. CIIAMrJONSI ur COUkSI:. Mr.A•uaa.o ,.,. YA•.•·- HOl .1! PAR MLUII 'frH111 Of.ll.O .. ., ,., "' -,., 4.U .. , -,,. -,., .. , ,,. "' -,,. uo -'" ... ... "' -.. , .,. ... ... . .. ... ... -"' )JO ... "' .,, ... " .. .... ,,,. ,., ,,.. 10 ... '" ... 120 II ... .. , ... ,., " ... "' , .. , .. " ... ... .... "' .. m .... , .. ... " ... ... ... ... .. ... -UJ .JU " ... ... "' ... .. ... ... --..... ,. .... --· -· IU IM " -.... -.... TIU! l'AIU l..'01/RS ll --·1 ...... .,. .. _~ ... , •rnn am '" ... I ll ... ,,. .. "' I '" ... : .. w ,. ,. •• ... .•. II = , .. ... 1,i ... 11 11 4 1 U ·-.... .,. LEGEND NOTES ___ ._ ............ _ ·Gll'C-alllt .............. ~ ... ~--..... -. __ .. .._ __ ----. ·-·111-...... ., .. _ .. a. '--· ---·-·--"-·-.._ ·---~-·--... --.... ·--~ .......... .... GLEWOOD GOLF COUR HER.JD~N, COLORADO I C ONCEPT- ,, ,, ) I , I LEGEND \. ":~::,·~ ::::: OIi.LL ... .. lfNK)Jt t Ji' 1'11.U~ c.·.iu.rrA rtt AtlMOllfo,U NI 1 "-1111 .. AY ;iJ r/'J ~ 0 J 0 0 ~ u :.. 0 ::a! .J I 0 .J i-0 c.. 0 u LlJ 0 u 0 2 z 0 < 0 ~ 0 u ;iJ ~ .J LlJ r"\ I 'wl r/'J z Jl w :J z C\I w C\I > 0 <'l ~ CO ~ I',. E "'§O QCl 0 ~ ...J ~; ~ ~ o -"'· >-u gg" f-. -~ (/) (I .. ~ > 6~ I W I"-z ~ 0 0 0 1./l 1./l I ,, ' : ·-~ Dan Brotzman From: Jerrell Black Sent: Monday, July 17, 2006 5 :40 PM To: 'H . Michael Miller'; Dan Brotzman ; Mike Flaherty ; Rick Kahm ; Dave Lee ; Bob Spada ; Norm Higley (normhigley@nwhlaw.com) Cc: Rick Kahm Subject: RE : lease docs Mike Copp, Sheridan City Manager brought me a copy of the Sheridan Redevelopment Agency Meeting agenda from July 12, 2006 . This shows that the Redevelopment Agency is moving forward with the lease as Gary Sears had requested . I will have it in the packet with the other information on Thursday . He said their Executive Session on the Golf Course Lease Agreement was extremely positive . The lease agreement is scheduled to be formally approved on Wednesday, July 26 , 2006 . Other issues that need to resolved, we can talk about at tomorrow's 1 :30pm meeting. Norm could you bring an update related to the insurance issues. It is my hope to have everything received by Wednesday afternoon . That will allow time to compile all the documents and fish out what is missing on Thursday morning . tks, jerrell Let me know if you have any questions. AGENDA SHERIDAN REDEVELOPMENT AGENCY MEETING July 12, 2006 Following the City Council Meeting 1. Call to Order 2. Roll Call 3. Treasurer's Report a. Receive and file Treasurer's Report 4. Approval of Minutes a. Minutes of the SRA Meeting of June 28, 2006 S. Approval of Bills a. Ray Real Estate Services $ 6,737.50 b. Key-Rite Security 1,421.50 c. Windholz & Associates 9,919.00 d. Mobile Mini, LLC 387,84 TOTAL $18,465.84 6. Motion to adjourn to Executive Session a. For the purpose of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and/or instructing negotiators, under C.R.S. Section 24-6-402(4)(e). (Englewood Golf Course Lease) 7. Adjournment ORDINAN CE NO . SERIES OF 2006 BY AUTHORITY COUNCIL BILL NO. 28 INTRODUCED BY COUNCIL MEMBER ------- A BILL FOR AN ORDINANCE AUTHORIZING A PROPERTY LEASE PERTAINING TO THE REDEVELOPMENT OF THE ENGLEWOOD GOLF COURSE. WHEREAS, the City of Englewood, was approached by Miller Weingarten Realty on behalf of the Sheridan Redevelopment Agency in 2004 regarding the proposed redevelopment plan for the area west of South Santa Fe Drive, between Hampden and Oxford A venues; and WHEREAS, because the Englewood Golf Course is located within the city limits of Sheridan and within the proposed redevelopment area; and WHEREAS , the Sheridan Redevelopment Agency requires agreement with the City of Englewood to lease a portion of the Englewood Golf Course for the planned retail/entertainment complex; and WHEREAS , the City of Englewood held a Public Hearing on July 24, 2005 regarding the property Lease Agreement pertaining to the Redevelopment of the Englewood Golf Course ; and WHEREAS , the Property Lease provides for the following : • The Englewood Golf Course Facility will be maintained in its entirety, including the 18- hole regulation course, the Par 3 course , and the driving range. The relocation will offer significant improvements to the Englewood Golf Course including : l . Moving most of the 18-hole course off the landfill by shifting the front nine holes to currently undeveloped areas on both sides of the South Platte River. 2 . Prov iding a clay cap under those elements of the Golf Course that will remain on th e landfill to help ensure healthy soil conditions for vegetation growth . 3. Oth er golf course enhancements and improv ements to th e South Platte River bike trail. • The proposal carries no financia l risk to the City, as all costs related to the relocation of the golf course will be paid by the developer . • The portion of the golf course that is on the proposed property lease will be relocated and rebuilt , in its entirety, at the sole expense of Miller Weingarten, at an e timated cost of $5 .5 million . • Revenues from the lease of City propert y w ill be re tained by the City to support the delivery of ervices, future capital investments, expansion of th e City's reserves, reduc t ion of debt and/or other benefits to the City as may be determine d by City oun ii. • • • • • • • • • Sub stanti ve Elements o f the Propo sed Ground Lease Miller Weingarten proposes to lease , for an initial 20 year term , the portion of the golf course in question for $4.19 million, with three additional 20 year options totaling $900 ,000. The lease of the property is subject to completion of other land acquisition and finalization of development plans by th e C ity of Sheridan and Miller Weingarten . Miller We ingarten will pay the City an additional $650 ,000 to cover the cost of the City 's monitoring of the environmental remediation on City property and the redevelopment of the golf course, as well as supplemental golf course improvements and enhancements . The scheduled start of the golf course redevelopment is mid -September 2006, with completion scheduled for the spring of 2008. The golf course clubhouse and the back (west) nine holes will remain open to the public during construction. Miller Weingarten is obligated to protect the City of Englewood from any loss of profit from operation of the golf course during any period that the golf course is impacted by relocation and for two years following re-opening of all facilities. Miller Weingarten has advanced the City a non-refundable deposit of $150,000 to cover the cost of its out-of-pocket expenses associated with the City's review of the proposed transaction. Miller Weingarten is obligated to protect the retail tenants of CityCenter Englewood from negative impacts. The project will include significant improvements to the environmental conditions of the City's property. Miller Weingarten has de veloped a Voluntary Cleanup Plan that has been approved by the Colorado Department of Health and Environment (CDPHE). CDPHE and the consultants for the City of Englewood will monitor the environmental remediation of the City property. Miller Weingarten has guaranteed completion of the golf course redevelopment and has indemnified the City against environmental damages that may occur as a re sult of this project. The redevelopment plan is available for vi ewing at the Englewood Municipal Golf C ourse, Englewood Recreation Center, Malley Senior Center, Englewood C iv ic C enter and on the C ity 's web s ite , www .cng lcwoodgov.org. NOW , T HEREFO RE , BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, AS FOLLOWS: Section I . The City Co uncil of the City of Englewood, Colorado, hereby authorizes and approves the Property Lease, attached hereto as Exhibit A. Sec ti o n 2 . T he Mayo r and th e Ci t y C lerk are hereby auth orized to sign and attest said Property Lease Agree ment on be half of th e City of Eng lewood, Colorado . Introduced , read in full , and passed on firs t reading on the 24th day of July , 2006 . Published as a Bill for an Ordinance on the 28th day of July, 2006. ATTEST : Olga Wolosyn , Mayor Loucrishia A. Ellis, City Clerk I, Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the above and foreaoing is a true copy of a Bill for an Ordinance, introduced, read in full, and passed on first reading on the 24th day of July, 2006. Loucrishia A. Ellis GROUND LEASE BETWEEN DRAFT 7/61 9/06 (HMM dW rev) CITY OF ENGLEWOOD, a home rule municipal corporation, as Landlord And SHERIDAN REDEVELOPMENT AGENCY, a body corporate and politic of the State of Colorado 1125312 _ 4.doc 412236-0 6 as Tenant Dated:. ____ _ TABLE OF CONTENTS Article 1 Fundamental Lease Terms ........................................................................................... 1 Article 2 Ground Lease of Premises ............................................................................................ 1 1. 2. 3. 4. 5. Definitions ............................................................................................................... 1 Premises ................................................................................................................ 34 Condition of Premises; Tenant Release_ ................................................................. 4 Improvements_ ......................................................................................................... 4 Re creation Easement. ...... '--LLLLU~ •••••••••••••••••••••••••••••••••••••••••••••• ·~ Easements-4 ................. , .. ~ """"'""""'""""'""""""""'-j 7 ,_ ___ Signage ...... .. ............... ~ Article 3 Lease Term and Conditions Precedent ..................................................................... 45 1. Term ...................................................................................................................... 45 2. Tenant's Conditions Precedent. ............................................................................ 45 3. Landlord's Conditions Precedent. ......................................................................... 67 4 . Extension Options ................................................................................................. 18 Article 4 Rent ................................................................................................................................ 89 I . Rent ....................................................................................................................... 89 2. Net Lease ............................................................................................................... 89 Article 5 Taxes ............................................................................................................................. 89 1. Real Estate Taxes .................................................................................................. 89 2. Proration of Taxes ............................................................................................... 910 3. Personal Property Taxes ...................................................................................... 910 Article 6 Utilities ........................................................................................................................ 910 1. Utility Usage ....................................................................................................... 910 1125312 4 .doc 4122 6-0 6 Article 7 Use, Subletting, and Assignment .....•...........••...•..••..•••..•......•••••.•...•...••..••..•...........•.. 9 Jj} 1. Use ...................................................................................................................... 91Q 2. Assignment and Subletting ................................................................................. 9 l.Q 3. Non-disturbance of Sub-lessees ........................................................................ WU 4. Status of Improvements and Building ............................................................... WU Article 8 Mechanics Liens .........•...•.....•..•••..•.......................••••..••..•••••••......•......•••...•.••••••••..... H ll 1. Liens .................................................................................................................. ++ 12 2. Protection of Landlord's Interest in Premises ................................................... ++ 12 Article 9 Indemnity and Insurance •••....•................•.......•....•.•...••..•.••••.....•...•...•...•.••.••.••..•••... HU 1. Indemnity .......................................................................................................... ++ 12 2. Appear and Defend ........................................................................................... H 13 3. Tenant's Insurance ............................................................................................ HlJ 4. Insurance Policies and Certificates ................................................................... BU 5. Blanket Insurance .............................................................................................. B ___1 6. Unearned Premi urns .......................................................................................... -l-4 .LS Article 10 Damage or Destruction .......•....••......•............•.............•........•...•........••....•.•.•••..••..• MIS 1. Damage and Destruction ................................................................................... -l-4 l j Article 11 Eminent Domain .......•.....•......•...................•........•............................•.•....•.•....•....... MIS I. Automatic Termination ..................................................................................... -l-415 2. Termination Right ............................................................................................. -l-416 3. Restoration .. . .. .. .. .. .. . . .. . . . .. .. .. . .. . .. .. . . .. . .... .. .. .. .. .. . ... .. .. ... ... . . . . .. .. .. .. .... . .. .. . .. .. .. . . . . .. . .. 16 4 . Award -Lease Not Terminated ...................................................................... M 16 5 . Award -Lease Terminated ............................................................................. 16 6. Termination .. .. .. .. .. . .. . .. . .. .. .. . .. .. . . . .. .. . .. . .. .. .. .. . .. .. .. .. . . . .. .. .. . . .. . . . . . . .. .. .. .. .. .. .. . .. . . .. .. .. .. . 16 Article 12 to:nvironmental .................................................. ~IINTENTIONALLY OMITTED! 17 I 125312 _4 .doc 412236-086 ii Article 13 Default .................................................................................................................... -4-611 1. Remedies Upon Tenant's Default.. .................................................................... Mll 2. Remedies Upon Landlord's Default .................................................................. Mll 3. Attorneys ' Fees ................................................................................................. Ml8 4. Waiver of Consequential Damages ................................................................... H18 Article 14 Covenant of Quiet Enjoyment .............................................................................. H.1.8 Article IS Subordination; Landlord's Right to Mortgage and Convey Premises ............. -1-118 Article 16 Transfers by Landlord .......................................................................................... ~ 1..2. Article 17 Miscellaneous ......................................................................................................... 1-8.ll 1. Non-Waiver of Default. .................................................................................... +8.12 2. Recording .......................................................................................................... +812 3. Notice ................................................................................................................ l8.l2 4. Successors and Assigns ..................................................................................... +-92Q 5. Partial Invalidity ................................................................................................ +-92Q 6. Interpretation ..................................................................................................... +-92.Q 7. Headings , Captions, and References ................................................................. +-92Q 8. Governing Law .................................................................................................. +-920 9. Execution of Documents ................................................................................... +-921 10 . Force Majeure ................................................................................................... +-92 1 11 . Waiver of Landlord's Lien ................................................................................ W2 I Article 18 Leasehold Financing ............................................................................................. 2-021 I . Mortgage by Tenant .......................................................................................... W2 l 2. Notice To and Rights Of Leasehold Mortgagees .............................................. W2 l Article 19 Additional Provisions ............................................................................................ E24 1. Restri ction s........................................................................................................ 24 1125312 _ 4 .doc 4 122 6-0 6 l1l 2. Open Space Plan ............................................................................................... 2-324 3. Englewood Golf Complex ................................................................................. 2-325 4. [New Road: Landlord's access] ...................................................................... 23~ 5. Non-material Amendments requested by Sub-lessees ...................................... 2-32.5. ==~6r..., ===='Pb!u~b~h!.l!. c~I~n~dl!!.!em-oi~fi!.l!c~a~tiogin~--"""-""""""'"""""'"""" . ..., .. ,.. ....... .,,, ... .., .. -.... ~-'L~ ................................. 25 Article 20 Representations of Landlord and Tenant ........................................................... 1425 1. Representations of Landlord ............................................................................. i!-42.5. 2. Representations of Tenant ................................................................................. 2-526 Article 21 Right of First Refusal to Purchase ....................................................................... ~21 1. I 125312 4.doc 412236-086 Right of First Refusal ........................................................................................ U21 iv GROUND LEASE THIS GROUND LEASE (the "Lease") is made and entered into as of the Effective Date set forth in Article 1 by and between CITY OF ENGLEWOOD, a home rule municipal corporation ("Landlord"), and SHERIDAN REDEVELOPMENT AGENCY, a body corporate and politic of the State of Colorado ("Tenant"). Landlord and Tenant are sometimes hereinafter each singularly referred to as a "Party" and collectively referred to as the "Parties." Article 1 Fundamental Lease Terms For convenience, this Article 1 summarizes certain fundamental economic and business terms of this Lease. Effective Date: Premises: Landlord Tenant Term: Option: Rent: Security Deposit Title Insurance Liability Amount: That certain real property described on Exhibit A attached hereto and incorporated herein by this reference, consisting of acres. CITY OF ENGLEWOOD 1000 Englewood Parkway Englewood, CO 80110 Attention: City Manager SHERIDAN REDEVELOPMENT AGENCY 4104 South Federal Blvd. Sheridan, CO 80110-5399 Attention: Executive Director Twenty (20) years from the Commencement Date Three (3) options of twenty (20) years each The one time lump sum payment and other amounts as set forth in Article 4 . None An ALT A leasehold title insurance policy in the amount of $4 ,190,000 shall be provided at Landlord 's expense. Article 2 Ground Lease of Premises 1. Definitions . Fo r purposes of this Lease, the following terms shall have the following meanings : 1125312 4 doc 412236-0 6 A. "Assessments" shall have the meaning as set forth in Article 20. l .K. B. "Buildings" shall mean the buildings which may be constructed by the Tenant on the Premises . C. "Casualty" shall have the meaning as set forth in Article l 0.1. D . "Commencement Date" shall mean the earlier of ( l) thirty days after Tenant's and Landlord's waiver of their Conditions Precedent as provided in Article 3.2.G and 3.3.D, or (2) the date Tenant commences construction under the terms of the Development Agreement on either the Premises or Landlord's golf course. E. "Contracting Party" shall have the meaning set forth in Article 8.1. F. "Default" or "Event of Default" shall have the meaning as set forth in Article 13.1. G. "Development Agreement" shall mean that certain agreement to be executed by Landlord and Tenant providing for t~ie rebuilding by Tenant of the portions of the Landlord's golf course complex as described therein. H. "Effective Date" shall mean the date this Lease is signed by both Parties and the Englewood City Council has adopted an Ordinance approving this Lease and such Ordinance has become final and not s ubj eet to rer,eal through the referendum f)roee ss, or otherwise s ubjeet to litigation. I. "Environmental Conditions" shall mean the presence or alleged presence of any substance, material or waste which is regulated by any local governmental authority, the State of Colorado or the United States Government, including, without limitation, any petroleum products or used oil or fractions thereof, flammable substances , explosives, radioactive materials , asbestos, and any material or substance that is regulated pursuant to any Environmental Laws . J. "Environmental Laws" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, 42 U.S.C . § 9601, et seq.; the Solid Waste Disposal Act and the Resource Conservation and Recovery Act ("RCRA"), as amended, 42 U.S.C. § 6901, et seq.; the Clean Water Act , as amended , 33 U .S .C . § 1251, et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. § 300(t), et seq.; the Federal Insecticide, Fungicide and Rodenticide Act ("FIFRA"), as amended , 7 U.S.C. § 136 , et seq.; the Toxic Substances Control Act {"TSCA"), as amended, 15 U .S.C § 260 I , e t seq .; the Clean Air Act , as amended , 42 U .S.C. § 740 I et seq.; the Oil Pollution Act ("OP A") I 04 Stat. 484 ( 1990); the Colorado Petroleum Storage Tank Act , as amended, C.R .S. § 8-20 .5, et seq.;.; the National Environmental Policy Act of 1970, as . amended, 42 U.S.C.A. § 4321 , et seq.; the Rivers and Harbors Act of 1899, as amended , 33 U .S.C.A. § 401 , et seq.; the Endangered Species Act of 1973 , as amended , 16 U.S.C.A. § 1531, et seq.; the Colorado Water Quality Control Act , C.R.S. §§ 25-8-101, et seq.; the provisions of 7 .C.R . 1101-14; and any similar local , state or federal laws, rule , ordinances or regulations either in existence as of the date hereof or enacted or 11 2~ 12 4 doc 41 2::!.,(l .() (I 2 promulgated after the date of this Lease that concern (i) the management, control , discharge, treatment, a batement , containment and/or removal of substances or materials that are or may become a threat to public health or the environment, and (ii) state and local water quality and stormwater regulation. K . "Environmental Workplan" shall mean all such work to be performed pursuant to (i) that certain Voluntary Cleanup Plan (the "VCUP") as approved by the Colorado Department of Public Health and Environment ("CDP HE") on April 18, 2006 (including, without limitation, the Materials Management Plan, the Contractor's Plan of Operations, and the Vapor Mitigation Plan); and (ii) that certain letter dated _____ , 2006, from CDPHE stating that compliance with the procedures, specifications and conditions of the Environmental Workplan is deemed to constitute compliance with CDPHE 's Solid Waste Program rules and regulations (the "Comfort Letter"). The Environmental Workplan shall specifically include any and all amendments to the above-referenced documents which are approved by CDPHE and Landlord. L. "Excusable Delay" shall mean any of the following events that prevents, delays, retards or hinders a Party's performance of its duties hereunder: act of God; fire; earthquake; flood; explosion; war; invasion; insurrection; riot; mob violence; sabotage; vandalism; inability to procure or general shortage of labor, equipment, facilities , materials or supplies in the open market; failure of transportation ; strikes; lockouts ; any material delay caused by Landlord without fault of Tenant ; or any delays due to causes beyond the control of Landlord and without its fault or negligence. M. "Improvements" shall mean the Buildings and any other improvements constructed by Tenant or Subtenant on the Premises. N . 0 . P. 17. Q . R. s. T. "Landlord" is City of Englewood .. "Leasehold Mortgagee" shall have the meaning as set forth in Article 18 . "Memorandum of Lease" shall have the meaning as provided in Article "Option Term" shall have the meaning as provid ed in Article 3 .4 .A . "Option Term Rent" shall have the meaning set forth in Article 3.4.C . "Premises" shall have th e meani ng as set forth in Article 2.2.A. "Prim e Rat e" shall have the m eaning as set forth in Articl e 5.1.E. U. "Real Es tate Taxes" shall mean a ll taxes, however named, assessed, levied , or co ll ected , wheth er on an ad valorem b asis or other taxi n g method on th e Premises, Improvem ent s, Build ings, and assessm en ts fo r land, b etterment s, and im provement s that are levied or assessed on the Premises or the Improvements b y any lawful a uth ori ty , as fina ll y determi ned in accord ance wi th law, net of any a ppl icabl e ab atements, refu nd s, or rebates . 1125312 4 .doc 412236-086 3 V. "Refusal Property" shall have the meaning as set forth in Article 21. l. W. "Rent" shall mean the amount set forth in Article 4.1 . X. "Tenant" is Sheridan Redevelopment Agency , and its permitted successors or assigns. Y. "Tenant's Property" shall have the meaning set forth in Article 7.4. 2 . Premises. A. For the term, uses , rent , and in consideration of the covenants and agreements contained herein, and for other valuable consideration, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord, upon the following terms , stipulations, provisions, and conditions, that certain real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference ("Premises"). B. Landlord hereby warrants to Tenant that it has good and marketable title to the Premises, free and clear of any mortgages, pledges , liens , and other encumbrances. 3 . Condition of Premises: Tenant Release. The Premises are being leased in their as- is condition. Tenant hereby waives , releases , acquits and forever discharges Landlord and its officers, directors , city council members , employees, agents, successors and assigns, of and from any and all suits , causes of action , claims , demands , damages (actual and punitive), losses , costs, liabilities , and expenses, including attorneys' fees , of any kind or nature, in law or in equity, known or unknown, now or in the future, which Tenant shall or may have or acquire or possess in any way directly or indirectly connected with, based upon , or arising out of Landlord's use, maintenance, leasing, ownership, operation, and demolition of improvements upon the Premises prior to the Effective Date of this Lease ; or (ii) the condition (including Environmental Conditions and structural fitness), status, quality, or nature of the Premises. It is expressly agreed by the parties to this Lease that any and all responsibilities and obligations of Landlord , and any and all rights or claims of Tenant against Landlord or its successors, assigns and affiliates , arising by virtue of or in relation to the physical condition of the Premises (including Environmental Conditions and structural fitness), are by this release declared null and void and of no present or future effect as to such parties. 4. Impro vements. Tenant, at its sole cost and expense, with its own forces or those of its contractors, may construct Improvements on the Premises . All of the Improvements shall comp ly in all respects with all applicable governmental requirements. Landlord acknowledges that Tenant may sublease portions of the Premises to Subtenants, who will construct their own Impro ve ments. However, the parties a&rree that notwithstanding s uch arrangements, Tenant shall remain res pon si ble to Landlord to satisfy the obligations of Tenant under the Lease with respect to s uch portions of the Premi ses. 5 . Recreation Ea cmcnt. Landlord re erves for itself, it agent\ employee , gue t and in itccs, a non-e clu i e recreational ea ·cment o er and aero that portion of the we tern pot1ion of th e Premi ses on which Tenant intends to c n, tru ct a drainage , ale, , hich ca cment 1125312 4(1(,c 412:! 6-0 11 4 area sha ll__be from th e western edge of th e swa le to .the ffow lin e of~ swak (''..R~ Easement Area"). T he easement sha ll b_e used only fo r th e purpose oi a llowing golfers ~ce£S and use over the Re c Easeme nt Area in connectioJ1 with th e ir golfing activities, including access 1Q .rrtri~ golf balls. lo no event shall La ndlordpen:nit go lf carts on over or ac r_oS£th£ R,£.c Easement Area. Tenant sha ll hav e th e res ponsil:!i lity , at its sole cos t and expen e, for m aint ainingJ he Rec Easement Area in .first cla ss cond iti Qn co ns istent with it i n te nded u~ as a .drain_ime J,wale and golfing play area in co njun c ti o n with th e adjacent golf coJJrs.e. 6. . Easements. Landlord shall, upon the request of Tenant, execute documents which are reasonably required to create utility easements on the Premises or other easements on the Premises required to service the Improvements or any other improvements developed on the Premises. In the event Landlord has approved the granting of one or more easements on property owned by Landlord but which is not part of the Premises, which approval shall be at Landlord's sole and absolute discretion, Landlord shall also execute documents necessary to create the approved off Premise easements . 7~ Si~ Tenant agrees to provide Landlord with signage ifil!ntifying_Landlor_g_'s adja cent golf cour se. Tru:~na~_sh_aJl be at su~ lo_cation or locations and in such furm as .are reasonably ,ru1provedjzy both Landlord_and Tenaru. n1 the e_xtenJ ~ess.ary, Ten ant grants Landlord an easeme!!t ID'ef the L..eased Premises to maintain Sllk.h approved signs, a. Em:iro111nental Disclosure. Tenant m.a_y, at it op1ioo.., re cord an enviro111]1~ntal disclosure relating to th e Premises. Thi disclosure will es tab lishes envi ronment al institutional co ntro ls Q11 use and development of the Premises in form acceptab le to Land lord. Up_on approval by Landlord of th..e env ironm ental disclosure, Landlord agrees to record a consent to the en vironm ent a l disclosure, , in form acceptable to Landlord •. Landlords consent sha ll also provide that, during th e tenn of thi s Lease, includ ing any extensions, Landlord shall have no li a bility , obligation, or re spo nsibility for enforcement or for an_y failure by Tenant or its s ubt ena nts or related or affiliated parties to compl y with th e requiretnents of th e environmental disclosure. Article 3 Lease Term and Conditions Precedent 1. Term . This Lease shall become legally binding on the Effective Date and, unless extended in accordance with the Option set forth below in Section 4 of this Article 3 , shall expire on the last day of the twentieth (20th) Lease Year (the "Term"). For purposes of this Lease, the term "Lease Year" shall mean each twelve ( 12) month period commencing on the Commencement Date. 2. Tenant's Conditions Precedent. A . Tenant's Right of Entry . After the Effective Date, Tenant , its agents , employee , contractor , consultants and engineer shall have the right from time to time to enter upon the Premises in accordance with the tenns of an Acces Agreement to be 1 l2S3l 2 4 di 4122 (,.() t, 5 entered into between Landlord and Tenant, which shall be in form and substance similar to the Access Agreement executed prior to the execution of this Lease. B. Landlord Deliveries. Within five (5) days after the Effective Date, Landlord shall deliver to Tenant copies of all surveys and reports in Landlord's possession and pertaining to the Premises including but not limited to all engineering, environmental, wetlands, water rights, and soils reports, and all reports or notices received from or filed with any local, state or governmental agency during the last five (5) years. C. Inspection. Tenant or its designee(s) shall have the right, from time to time after the Effective Date and subject to the terms of an Access Agreement to be entered into between Landlord and Tenant to conduct a physical inspection, review and analysis of the Premises on such matters and subjects and in such detail as Tenant, in the exercise of its sole discretion, deems advisable or appropriate, including but not limited to the following: examination of title to the Premises, performing physical inspections of the Premises, performing soils tests (including, without limitation, invasive testing), engineering studies, environmental studies (including invasive testing of all existing structures), market studies, market analyses, feasibility studies, reviewing zoning and other regulatory matters, building and other regulations and restrictions, covenants, water rights , mineral rights, and conducting such other tests and reviews as the Tenant, in its sole discretion, desires to conduct with respect to the Premises or Purchaser's contemplated development and use of the Premises. Except as expressly provided in the Access Agreement, Tenant's physical inspection of the Premises shall not interfere with Landlord's golf course operations. Tenant's obligation to waive its Conditions Precedent is subject to Tenant's satisfaction of its investigation of the Premises. D. Development Plan. Landlord acknowledges that Tenant desires to rezone and plat the Premises (or a portion thereof) in the City of Sheridan. Tenant shall apply for and pursue the approval of the zoning, planned unit development and/or platting of all or any portion of the Premises (the "Development Plan") according to such plans as Tenant determines appropriate in its sole and absolute discretion, but subject to any Tenant obligations contained in this Lease . Landlord shall, at Tenant's sole cost and expense, solely in its capacity as owner of the Premises, promptly join in the execution of such applications, plats and other documents , and participate in such administrative or judicial proceedings as Tenant deem s reasonably necessary to accomplish the final approval of the Development Plan by the City of Sheridan. Nothing contained herein shall require or obligate Landlord to participate in any way in any condemnation proceedings which may be undertaken with respect to the Development Plan or Tenant's acquisition of property in connection with the Development Plan. Tenant's obligation to waive its Conditions Precedent shall be subject to the City of Sheridan's approval of the Development Plan plus appeal period without conditions (or subject to conditions satisfactory to Tenant in Tenant's sole and absolute discretion) and not subject to appeal. E. Assemblage. Landlord acknowledges that Tenant intends to acquire th e property as part of Tenant's as emblage of all of the properties within the area depicted on Exhibit B attached hereto and incorporated herein by this reference (the 112~ 12 4 <k 41:?2]()..() t, 6 "Assemblage"). Tenant's obligation to waive its Conditions Precedent is subject to Tenant acquiring or obtaining possession of all properties within the Assemblage, including the Premises, at approximately the same time. F. Public Financing. Tenant intends to provide public financing through the sale of bonds to finance the construction of certain public improvements pertaining to the Assemblage. Tenant shall not be obligated to waive its Conditions Precedent until the issuance of such bonds. G . Waiver of Conditions Precedent. In the event Tenant fails to give Landlord written notice on or before August 31 , 2006 (the "Conditions Precedent Deadline") that the Conditions Precedent have been satisfied or waived, this Lease shall terminate thirty (30) days following the Conditions Precedent Deadline; provided , however, that Tenant shall be entitled to two (2) extensions of the Conditions Precedent Deadline of six (6) months each. Tenant shall exercise each extension of the Conditions Precedent Deadline by giving written notice to Landlord within ten ( I 0) days prior to the Conditions Precedent Deadline then in effect. Regardless of when the Tenant notifies Landlord that the Conditions Precedent have been satisfied or waived , Tenant shall commence construction on the Premises only in the month of September unless Landlord has approved in writing a different commencement date , such approval to be in Landlord's sole discretion. 3 . Landlord's Conditions Precedent. A . Development Agreement. Tenant has agreed to rebuild , at its expense , a portion of Landlord 's existing golf complex ("Golf Course Work ") in accordance with the terms and conditions to be set forth in the Development Agreement to be executed by Landlord and Tenant. Prior to the Conditions Precedent Deadline, except for a letter of map revision ("LOMR") to be issued by the Federal Emergency Management Agency ("FEMA"), and approvals or permits from the Army Corps of Engineers ("ACOE") or storm water permits associated with the LOMR, Tenant shall also obtain all other necessary consents and approvals required in connection with Tenant's performance of its obligations under the Development Agreement , including any approvals required from the City of Sheridan . In the event Tenant fails to obtain all such the neces sary approvals and consents by th e Conditions Precedent Deadline, thi s Lease shall terminate as provid ed below in sub section D . B. Environmental Guaranty. Upon the Assignment and Assumption of this Lease , as provided in Article 7, Section .2, Tenant shall furnish to Landlord the limited g uara nty as requ ired th erei n , and upon fai lure to do so , this Lease shall termi n ate up o n te n ( I 0) d ays prior writte n notice to Tenant. C. Clarificat ion of Payment -i n Lieu Agreement. Landl ord curre ntl y has an Int ergovernm ent al Agreement wi th th e City of Sheri d an for p aym ent in lieu of taxes, which agreem ent was intend ed to com pensate the City of Sheri d an for exem pt ing th e Premises an d adjacent go lf co urse from assessment of sales and use taxes result in g from the Ci ty of Englewood's ownersh ip of the property . It is understood by all parties th at 112531 2 4 .doc 41 2:nn-o 1> 7 payments from Tenant or its assigReeeassigne.e to Landlord for rent or as otherwise required under this Lease shall not be deemed "taxable sales activities" or "Green Fees" as such terms are used in the Intergovernmental Agreement, and the rent and other such amounts shall not be included when calculating the payment in lieu of taxes. Tenant shall obtain from the City of Sheridan, prior to the Conditions Precedent Deadline, as hereinafter defined, a letter confirming their concurrence with this understanding. D. Waiver of Conditions Precedent. In the event Landlord fails to give Tenant written notice on or before August 31, 2006, unless such date is extended (the "Conditions Precedent Deadline") that each of Landlord's conditions precedent have been satisfied or waived, this Lease shall terminate thirty (30) days following the Conditions Precedent Deadline. Tenant shall have the two (2) options to extend the Conditions Precedent Deadline up to six (6) months each, provided, however, Tenant shall commence construction on the Premises only during the month of September unles s delax in commencement Qf.constniction i£~ca used ~ act1lr omission of LandlQfdJ or uni~ Landlord ..ap.PIQYe.s. a regue_st by I£n_ant fur~ _dday_in commencement f co nstruction. Tenant shall exercise each extension of the Conditions Precedent Deadline by giving written notice to Landlord within ten (10) days prior to the Conditions Precedent Deadline then in effect. 4. Extension Options. A. Options. Tenant shall have options to extend the Lease Term for three additional consecutive terms (each an "Option Term"), each consisting of twenty (20) years , on the same terms and conditions as set forth herein (there shall be no options beyond the three terms granted herein). In order to exercise such option, Tenant shall notify Landlord in writing at least twelve (12), but not more than twenty four (24), months prior to the expiration of the respective Lease Term of its election to exercise the option. B. Conditions Precedent. As a condition precedent to Tenant's right to exercise one or more of its options, at the time of the giving of its notice of exercise and at the commencement of the extended term, Tenant shall not be in default of its obligations to pay taxes as provided in Article 4. C. Landlord's Notice. In the event Tenant fails to give timely notice of extension as provided above, the Lease Term nevertheless shall not expire until after Landlord has given Tenant written notice that the current Lease Term is scheduled to end on the date provided for under this Lease and set forth in the notice and that Tenant is entitled to extend such Term . Tenant shall have sixty (60) days from receipt of such notice to notify Landlord that Tenant elects to exercise its option to extend and to pay the Option Term Rent, and, if notice is timely given by Tenant , Tenant pays the Option Term Rent and the conditions precedent set forth in subparagraph B above have been satisfied , th e noti ce of exercise shall be deemed to have been timely given. 11 253 12 4 doc 41 2236-086 8 D . On or before the Commencement of each Option Term , Tenant shall pay Landlord the following amounts as payment ofrent for the entire Option Term (the "Option Term Rent"): (i) First Option Term: $200 ,000 (ii) Second Option Term : $300,000 (iii) Third Option Term: $400,000 Article 4 Rent I. Rent. Tenant shall pay to Landlord, in United States Dollars, the sum of $4 ,190,000 .00 ("Rent") (PLUS $650,000 TO BE ADDED TO THE RENT OR SUCH OTHER CATEGORY AS MW DESIGNATES) as payment of Rent for the initial 20 year • Lease Term; provided , however, that Tenant shall receive a credit against the Rent of $150,000. The Rent Payment shall be pa id following Landlord 's written notice to Tenant that Landlord 's waiver or satisfaction of each of Landlord's conditions precedent as set forth in Section 3.D of Article 3 and upon the earlier of (a) Tenant's issuance of the bonds as referred to above in Article 3 , Section 2 .F, or (b) the date Tenant commences construction under the terms of the Development Agreement on either th e Prem ises or Landlord's golf course. 2. Net Lease . This Lease is a net lease. Except as may be expressly provided otherwise in this Lease , all costs incurred in connection with the construction , operation , maintenance and leasing of the Improvements and all costs incurred in connection with and in relation to the Premises shall be paid by Tenant. Landlord shall have no obligation to make any repairs , replacements or renewal s of any kind , nature or description whatsoever to the Improvements or the Premises. I. Rea l Estate Taxes. Article 5 Taxes A . Tenant shall assume, pay, bear, and discharge any and all Real Estate Taxes with respect to the Premises, or any part thereof, and all other taxes in any manner applicable to or assessed against the Premises or Bu il d ings or any part thereof, or against any of the machinery, fixtures, eq uipment, or other p roperty or item s. Tenant sh all pay a ll Rea l Esta te Taxes directly to th e taxi ng auth ori ties and Tenant sh a ll be credi ted all rei mbursements on account of abatem ent s, re fund s, or reb ates of Rea l Es tat e Taxes. La ndlord hereby authorizes Tenant to file and pursue any protest of th e va lu ation of the Premises and abatement petitions for abatemen t of taxes for any reason, as Tenan t may deem to be appr priate . Landlord agrees to execute any form of agreement as may be neccs ary in connection therewith . 11.~\12 4 di 4122'110 b 9 B. In the event there is a special assessment which is included within the definition of Real Estate Taxes herein , and such assessment may be paid in periodic installments, Tenant shall pay such assessments in periodic installments or may prepay the entire special assessment and Tenant shall be responsible only for those installments relating to the period included within the termTerm of this Lease . In the event any proposed special assessment would provide for payment extending beyond the term of this Lease (excluding ftfta W extension period), unless Tenant agrees to pay for all of such assessment, Landlord shall have the right to object to such assessment and to direct Tenant to object or vote to reject such assessment. C. Landlord shall cooperate with Tenant so that all invoices notices and statements for Real Estate Taxes shall be sent directly by the taxing authority to Tenant. Tenant shall p rom pt lx_provi de Lan dl ord wi th copies of a ll notices, invoices or statements Real Estate Ta xes rece ived by Tenant. D. Landlord agrees to submit to Tenant all invoices for Real Estate Taxes and notices of special assessments with respect to the Premises within thirty (30) days after receipt by Landlord . Landlord shall furnish Tenant with copies of all Notices of Valuation of the Premises within ten (10) business days after receipt thereof. If Tenant desires to contest such increase, Tenant shall protest such valuation or file an abatement petition within applicable statutory time periods . Landlord shall fully cooperate with Tenant in any such proceeding; provided Landlord shall not be required to incur any costs in connection with such proceeding. 2. Proration of Taxes. If the Term shall expire on any date other than December 31st of any year, the amount payable by Tenant during the calendar year in which such termination occurs shall be prorated on the basis which the number of days from the commencement of said tax fiscal year to and including said termination date bears to 365. A similar proration shall be made for the tax fiscal year in which the Term commences . 3 . Personal Property Taxes. Tenant shall pay all taxes charged against trade fixtures , furnishings , equipment or any other personal property belonging to Tenant. Lessee may contest any such personal property taxes , assessments or valuations; provided, however, Tenant shall do so within the time period permitted by applicable statutes. I 12S312 4.doc 412236-086 10 Article 6 Utilities I. Utility Usage. Tenant shall assume, bear, pay, and discharge as its sole and separate obligation all of the applicable charges for all utilities consumed on the Premises. Except in the event of an emergency, neither Landlord nor Tenant shall take any action that interrupts or interferes with any electric, gas, water, sewage, or telephone service to the Premises or to the adjoining property owned by Landlord. Article 7 Use, Subletting, and Assignment I. Use: Subject to the restrictions set forth in Section I of Article 19, Tenant shall use and occupy the Premises during the Term of the Lease for all lawful uses in accordance with the requirements of this Lease. Tenant shall not use the Premises, or permit or suffer the use of the Premises by others, for any activities or purposes prohibited by the laws, rules and regulations of the United States or the State of Colorado, or of the ordinances of the county in which the Premises are located, and shall not permit or suffer any pollution of the Premises or any disorderly conduct, noise or nuisance upon the Premises, except as provided in the Environmental Workplan. 2. Assignment and Subletting. It is understood and agreed that Tenant has entered into a Disposition Development Agreement with Weingarten Miller Sheridan LLC for the redevelopment of property west of Santa Fe, and that the Premises will be incorporated in the redevelopment project. Landlord hereby consents to the assignment of this Lease to Weingarten Miller Sheridan LLC and the assumption by Weingarten Miller Sheridan LLC of all of Tenant's obligations under this Lease, provided the form and substance of the Assignment and Assumption Agreement shall be subject to Landlord's prior written approval, which approval shall be in Landlord's sole discretion. Upon the occurrence of both(]) the assignment to and assumption by Weingarten Miller Sheridan LLC of this Lease; and (2) the delivery to Landlord of a limited guaranty by Weingarten Realty Investors, a Texas real estate investment trust, in form and substance satisfactory to Landlord, in its sole discretion, that guaranties performance of all of Tenant's obligations, responsibilities and covenants regarding various environmental matters, as well as the payment of deductible amounts under any insurance policies provided by Tenant in accordance with Articles 9.3 and in accordance with any environmental insurance requirements set forth in an Assignment and Assumption Agreement , then the obligations of the Sheridan Redevelopment Agency , as Tenant , under this Lease shall terminate . Prior to the completion of the performance of all of Tenant's obligations under the Development Agreement, there shall be no other assignments of this Lease without the prior written approval of Landlord , which approval shall be in Landlord 's sole discretion . Following completion of the performance of all of Tenant's obligations under the Development Agreement, and subject to the restrictions set forth in Section I of Article 19 , Tenant shall have the right to assign this Lease from time to time without the approval of Landlord provided such assignee , in the reasonable determination of Landlord , is an experienced shopping center operator; provided further , however, no existing guaranty or ot her securi ty hel d by Landlord to secure Tenant's obligations under thi s Lease shall be released unl es a substitute guarantor has a net worth of not less than $ I 00,000,000 (One Hundred Million Dollars, or the guaranty i replaced with su b stitut e colla teral in form and 11 2.~312 4do,· 41 22,o-<l o 11 substance satisfactory to Landlord in its sole discretion . Subject to the restrictions set forth in Article 19 , Section I , Tenant shall have the right , without Landlord's consent, from time to time, to sublet portions of the Premises to sub-tenants who are or intend to conduct a trade or business on the subleased premises 3. Non-disturbance of Sub-lesse~s . 3 . Non disturbtmee of Sub le ssees . No subleases of any portion of the Premises shall be affected by a cancellation or termination of this Lease, and Landlord shall recognize the rights of the subtenants under the subleases, provided such subtenants attom to Landlord upon Landlord's request. Landlord shall enter into a customary non-disturbance and attomment agreement upon the request of the subtenant under a sublease and shall execute and deliver to Tenant an Estoppel Certificate in a form requested by any Subtenant or any lender to which Tenant grants a security interest in this Lease and/or the Improvements. In no event shall Landlord be obligated to execute any estoppel or non-disturbance and attomment agreement which modifies the terms of this Lease or creates any additional liability or risk for Landlord. 4. Status of Improvements and Building. As between Landlord and Tenant, at all times during any Term of this Lease, the Improvements, Building, facilities, machinery, fixtures, equipment, or other property or items erected, a part of, or in any manner associated with the Improvements (collectively "Tenant's Property") shall for all purposes be considered, and shall be and remain, the sole and separate real and personal property of the Tenant. Upon expiration of the Term of this Lease , by acceleration or otherwise, at Landlord's option by written notice to Tenant within ninety (90) days following termination of this Lease , Tenant shall remove any or all of Tenant's Property, including any improvements situated on the Premises, in which event Tenant shall restore any affected portions of the Premises to a clean , graded, dirt capped condition which shall satisfy any then applicable ordinances, regulations or other governmental requirements. In the event Landlord has not exercised its option to require Tenant to remove all improvements situation on the Premises, any of Tenant's Property or improvements which Landlord has not required to be removed shall become the property of Landlord free of any claim by Tenant. Article 8 Mechanics Liens I . Liens. Tenant shall promptly pay when due the entire cost of all work done to the Premises by or at the request of Tenant and Tenant shall keep the Premises free ofliens for labor or materials . Should mechanics', materialmen's, or other liens be filed against the Premises by reason of the acts of either party hereto ("Contracting Party"), such party shall cause the lien to be canceled and discharged of record within forty-five (45) days of the Contracting Party's receipt of actual notice of such lien . Notwithstanding the foregoing, the Contracting Party may contest , in good faith and with reasonable diligence, the validity of any such lien or claimed lien , provided that the contracting party shall give to the other party such security as may be rca onably requested by the other party to ensure the payment of any amounts claimed and to prevent any lo s of any interest in the Parcels on account of any such lien. If the Contracting Party contests a lien or claimed lien , then on final determination of the lien or claimed lien , the con tracting party hall ca use the lien to be released and , in the event of an adverse judgment, 11 1m 2 4 doc 41 22 .,t.-0 n 12 satisfy such judgment. Nothing herein shall be deemed to waive or impair any existing immunity of Landlord to liability or obligations for mechanics ' liens. 2. Protection of Landlord 's Interest in Premises. Nothing in this Lease shall be construed as constituting the consent of Landlord , expressed or implied, to the performance of any labor or the furnishing of any materials or any specific improvements, alterations of or repairs to the Premises or the improvements thereon, or any part thereof, by any contractor, subcontractor, laborer or materiah -:i n , nor as giving Tenant or any other person any right, power or authority to act as agent of or to contract for, or permit the rendering of, any services or the furnishing of any materials in such manner as would give rise to the filing of any mechanics ' liens or other claims against the fee of the Premises or the improvements thereon. Landlord shall have the right at all reasonable times to post, and keep posted, on the Premises any notices which Landlord may deem necessary for the protection of Landlord and it interest in the Premises and the improvements thereon from mechanics' liens or other claims. Article 9 Indemnity and Insurance I . Indemnity. From and after the Effective Date and continuing at all times thereafter during the Term hereof: A. Tenant assumes all risk of loss, damage, or destruction to the Premises, Improvements, Buildings and contents, or to any other property brought upon the Premises, Impro vements, and Building by Tenant, or by any other person , with or without the consent or knowledge of Tenant. Tenant hereby indemnifies and agrees to protect and defend Landlord from all such loss , damage, or destruction including claims and causes of action asserted against Landlord . B. Tenant shall indemnify and save harmless Landlord and any of its officers , members, employees, elected officials, contractors and agents from any and all claims, losses , damages, or expenses, on account of injuries to or death of any and all persons whomsoever while on the Premises, and any and all loss or destruction of or damage to the Premises, the Improvements, the Building and any contents and personal property located upon the Premises and owned by, rented to , or in the care, custody, or control of th e parti es hereto, or an y of Tenant 's subtenants, ari sing or growing out of, or in any manner connected w ith : (i) any use and occupan cy of th e Premi ses by Tenant or any s ubtenant s for a Permitted Use or otherwise; (ii) caused or occasioned, in who le or in part , by reason of or arising during the p resence upon the Prem ises of the p erso n or the property of the Tenant , its officers , em pl oyees, agent s, sub tenant s, re nters , cu stomers , invitees, licensees , servant s , co nt rac tors, sub contractors, materialm en , suppl iers, workmen , laborers, a nd th e empl oyees and agent s o f each of the foregoi ng , or an y and all ot her persons, invited or oth erwise, with or without Tenant 's co nsent , w hil e on th e Premi se s; (iii) ari sing ou t of or resu lt ing fro m Ten ant 's develo pm ent , sale or mark eting of the Premi es and/or the Improvements ; and (iv) any pl ans or des igns for th e Impro vement s prepared by or on beha lf of Tenant or G uara nt or. ll :?~3 1:?4d< 4122'/,-0 t, 13 C . Tenant hereby indemnifies and saves harmless Landlord and any of its officers, members , employees, elected officials, contractors and agents from any and all claims, losses , damages, or expenses , on account of injuries to or death of any and all persons whomsoever, and any and all loss or destruction of or damage to any real or personal property adjacent to the Premises, caused by Tenant or any of its employees, managers , members, officers , contractors, subcontractors , materialmen, suppliers , workmen , laborers , subtenants , renters , customers, invitees , licensees, servants or agents. D. The foregoing indemnities shall not apply to any injuries, death , claims, losses , damages and expenses arising solely as a result of any negligence or intentional acts of Landlord or its officers, employees, contractors or agents . 2. Appear and Defend . Tenant further agrees that it will appear and defend at its own expense, in the name and on behalf of Landlord , all claims or suits for injuries to or death of persons or loss or destruction of or damage to property arising or growing out of or in any manner connected with or caused or occasioned by or in connection with its indemnities set forth in Article 9.1 above. 3. Tenant's Insurance. From and after the Effective Date of this Lease and continuing in full force and effect at all times thereafter throughout the entire Term of this Lease, at Tenant 's sole cost and expense for the benefit of Landlord , Tenant, and any Mortgagee under a Leasehold Mortgage, as named insured , as their respective interests may appear, the Tenant shall maintain Commercial General Liability insurance for bodily injury , personal injury , and death and property loss, destruction, and damage including contractual liability by which the insurer(s) without exclusion, insure to the extent of the policy(ies) limit s the liabilities and indemnities assumed by the Tenant under this Article 9, with a minimum combined single limit of not les s than $25 ,000,000 .00 per occurrence and in the aggregate, with a deductible in amount which is commercially reasonable . In the event this Lease is assigned and assumed by Weingarten Miller Sheridan LLC , payment of the deductible shall be guaranteed by Weingarten Realty Investors, a Texas real estate investment trust in accordance with the terms of its limited guaranty as referred to in Section 2 of Article 7. Coverage shall include, but shall not be limited to , contractual liability, personal injury and death , owners and contractors protection , elevator liability , liquor liability (to the extent applicable), products and completed operations, explosion , collapse and und erground covera ge. Thes e in suran ce requirem ent s shall in no way limit or modi fy an y of the lia b ilities, ind emn ities, or obl igations of Tenant und er an y provision of this Lease. 4. Insurance Policies and Certificates . All of the insurance policies required pursuant to Article 9 .3 shall be written with companies licensed to do business in the State of Colorado , with a financial rating of VIII or better and a policyholder's rating of A IC O N FIRM I o r bett er in th e latest ed it io n of Best's Ratin g Gu ide on Pro pert y an d Casua lty Ins urance Com anies ( or equ iva lent, if such g uid es is no lo nger publ is hed ), and such policies sha ll provide tha t La ndlord shall be given a minimu m of th irt y (30) days' wri tt en notice by any such insurance company prior to th e cancellation, termination , or alteration of the terms or limits of such coverage. Copies of uch policies shall be delivered to Lan dl ord endorsed premi um paid by the company or agent is uing the same, or accompanied by other evidence atisfactory to Landlord that the premi ums thereon have been paid. Such policies and evidence of payment hall be delivered to Landlord prior to or concurrent with the fir t entry upon the Premi e , or any portion 1125112 4doc 4122lt,.(lkt, 14 thereof by Tenant, its contractors and subcontractors. Upon expiration of such policy, a new policy with the required endorsements attached, plus evidence of premium payment, shall be delivered to Landlord not less than thirty (30) days prior to the expiration of the then current policy term . At no time shall the amount of any deductible under any policy of insurance required hereunder exceed the amount customarily provided for similar type properties in the metropolitan Denver, Colorado area. The liability insurance requirements hereunder shall be reviewed by Landlord and Tenant every three (3) years for the purpose of determining the adequacy of the limits and mutually adjusting (in consultation with their respective insurance advisors, if there are any) the minimum limits of such insurance from time to time to limits which shall be reasonable and customary for similar facilities of like size and operation. if the parties are unable to mutually agree upon the adequacy of the then existing limits or any new limits at least ninety (90) days prior to the expiration of an existing policy or policies, the parties shall mutually agree upon an independent insurance advisor with experience in securing or writing policies of insurance for similar facilities of like size and nature, who shall thereupon determine the adequacy of the then existing limits and/or establish the new limits for the insurance policies hereunder with respect to which the parties cannot agree. If the Tenant fails to obtain insurance policies in accordance with such independent insurance advisor's determination, the Landlord may petition the District Court for an order requiring Tenant to obtain insurance in accordance with the requirements of this Lease. 5. Blanket Insurance. Nothing in this Article 9 shall prevent Tenant from taking out insurance of the kind and in the amount required under a blanket insurance policy or policies (copies of which shall be delivered to Landlord) which may cover other properties owned or operated by Tenant or its affiliates as well as the Premises, Improvements, and Buildings; provided, however, that any such policy of blanket insurance of the kind provided for: (i) shall specify therein the amount required by Article 9 to be carn1,,.., by Tenant and shall furnish Landlord and the holder of any leasehold mortgage on the Premises, Improvements, and Buildings with a written statement from the insurers under such policy(ies) specifying the amount of the total insurance allocated to the Premises, Improvements, and Buildings; and (ii) that such policies of blanket insurance shall, with respect to the Premises, Improvements, and Buildings, contain the various provisions required by the provisions of Article 9. 6 . Unearned Premiums. Upon any expiration of the Lease, any unearned premiums paid by Tenant occasioned by the short rate cancellation of such policy(ies) shall be payable to Tenant. Article 10 Damage or Destruction I . Damage and Destruction. If the Premises or any of the Improvements are damaged or destroyed during the Term of this Lease by a fire or other casualty ("Casualty"), this Lease shall continue in effect, unless Tenant elects to terminate this Lease by giving written notice to Landlord within one hundred eighty ( 180) days of the date of the Casualty specifying a date of termination within sixty (60) days after the date of the notice, in which event, Tenant shall remove and raze the portion of the Premi es which is damaged , remove and dispose of all mS312 4doc 41 21,0-080 15 hazardous materials in accordance with applicable legal requirements, and , at Landlord's election , level and either pave over or seed such portion of the Premises, and pay off and discharge any Leasehold Mortgage. The balance, if any , of any insurance proceeds shall be retained by T enant. In no event shall Tenant have any claim for refund of any rent paid hereunder or any other payments made in connection with this Lease. Article 11 Eminent Domain It is the understanding of Landlord and Tenant that under the applicable law, the Premises are not subject to being taken under power of eminent domain. However, should the Premises or any portion thereof hereafter become subject to such taking, the parties agree as follows: 1. Automatic Termination. If, after the execution of this Lease and prior to the expiration of the Term, the whole of the Premises shall be taken under power of eminent domain by any public authority, or conveyed by Landlord to said authority in lieu of such taking (collectively, "Condemnation"), then this Lease and the Term shall cease and terminate as of the date of such taking, subject, however, to the right of Tenant, at its election, to continue to occupy the Premises, subject to the terms and provisions of this Lease, for all or such part, as Tenant may determine, of the period between the date of such taking and the date when possession of the Premises shall be taken by the taking authority, without any refund of any rent or other charges, if any, paid in advance by Tenant. In no event shall Tenant have any claim for refund by Landlord of any rent paid hereunder or any other payments made in connection with this Lease. 2. Termination Right. If, after the execution of this Lease and prior to the expiration of the Term , any Condemnation shall result in a taking of any portion of the Improvements, or any portion of the Premises, which taking in Tenant's sole discretion materially impedes or interferes with access to the Premises, or materially affects the conduct of Tenant's business as theretofore conducted at the Premises, then Tenant may, at its election, terminate this Lease by giving Landlord notice of the exercise of Tenant's election within one hundred eighty (180) days after Tenant shall receive notice of such taking. Without limiting the generality of the foregoing , any taking of any portion of the Buildings shall automatically invoke the foregoing termination rights. In the event of termination by Tenant under the provisions of this Article, this Lease and the Term shall cease and terminate as of the date of such taking, subject to the right of Tenant, at its election, to continue to occupy the Premises, subject to the terms and provisions of this Lease, for all or such part as Tenant may determine for the period between the date of such taking and the date when possession of the Premises shall be taken by the appropriating authority, without refund of any rent or other charges, if any , paid in advance by Tenant. In no event shall Tenant have any claim for refund by Landlord of any rent paid hereunder or any other payments made in connection with this Lease . 3 . Restoration . In the event of a Condemnation with respect to which Tenant shall not have the right to elect to terminate this Lease or, having such right, shall not elect to terminate this Lease, this Lease and the Term shall continue in full force and effect for that portion of the Premises which shall not have been expropriated or taken . 11 253 12 4 .doc 4 12236-0Rb 16 4. Award-Lease Not Terminated. In the event of a Condemnation of any portion of the Premises and/or the Improvements more than ten (10) years prior to the end of the Lease Term or any Option Term , and the Lease is not terminated, the award paid by the condemning authority shall be paid to Tenant. 5. Award -Lease Terminated. In the event of a Condemnation and the Lease is terminated, or a Condemnation ten ( I 0) years or less to the end of the Lease Term or Option Term as herein provided and the Lease is not terminated, the award paid by the condemning authority shall be allocated as follows: A. The Leasehold Mortgagee first shall be paid the balance due on any note and Leasehold Mortgage; then B. Second, to Landlord up to an amount equal to Landlord's residual interest in the land value of the Premises taken; and C. Third, the balance of the award to Tenant. 6. Termination. In the event of any termination of this Lease as the result of the provisions of this Article, the Parties, effective as of such termination, shall be released, each to the other, from all liability and obligations thereafter arising under this Lease, and this Lease shall become null and void and of no further force or effect, except as to the allocation of an award in the condemnation. Article 12 !INTENTIONALLY OMITTED) Article 13 Default 1. Remedies Upon Tenant's Default. In the event Tenant (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings in law, in equity or before any administrative tribunal which have or might have the effect of preventing Tenant from complying with the terms of this Lease) shall at any time be in default in the observance or performance of any of the covenants and agreements required to be observed by Tenant hereunder (a "Default"), and any such Default shall continue for a period of thirty (30) days after written notice to Tenant and to any and all Leasehold Mortgagee(s) for monetary obligations and sixty (60) days after written notice to Tenant and to any and all Leasehold Mortgagee(s) for all other obligations (or if such Default is incapable of being cured in a rea onable manner within sixty (60) days, and Tenant or a Leasehold Mortgagee has not co mmenced to cure the same within said sixty (60) day period and thereafter diligently prosecutes the same to completion) and Tenant or any Leasehold Mortgagee shall not thereafter cure such Default , then Landlord shall be entitled as its sole remedy to (a) bring suit for the collection of the rent or other amounts for which Tenant may be in default , or for the performance of any other covenant or agreement devolving upon Tenant and/or (b) cure such Default and seek reimbursement from Tenant for the cost of curing the Default , together with 11 2H 12 4doc 41 22 ,t.-OKn 17 interest at a per annum rate equal to the Prime Rate plus five percent (5%), all without entering into possession or terminating this Lease. For purposes of this Lease, Prime Rate shall be the prime rate published in the Wall Street Journal or other comparable publication in the Wall Street Journal is no longer published, adjusted with each change in the prime rate. In the event Tenant breaches the restrictions on use set forth in Article 19.1 , Landlord shall be entitled to immediate injunctive relief. Landlord's rights herein shall be subject in all respects to the provisions of Article 18 below . 2. Remedies Upon Landlord's Default. In the event Landlord shall at any time be in default in the observance or performance of any of the covenants and agreements required to be performed and observed by Landlord hereunder and any such default shall continue for a period of sixty (60) days after written notice to Landlord (or if such default is incapable of being cured in a reasonable manner within sixty (60) days and if Landlord has not commenced to cure the same within said sixty (60) day period and thereafter diligently prosecutes the same to completion), and Landlord shall not thereafter cure such default, Tenant shall be entitled, at its election, to bring suit for the collection of any amounts for which Landlord may be in default, or for the performance of any other covenant or agreement devolving upon Landlord , without terminating this Lease, in addition to all remedies otherwise provided in this Lease and otherwise available at law or in equity under the laws of the United States or the State of Colorado. 3. Attorneys' Fees. In the event that either Landlord or Tenant commences any action for the collection of any amounts for which the other may be in default or for the performance of any other covenant or agreement hereunder, the prevailing Party in any such action shall be awarded its costs and expenses , including, but not limited to, all attorneys' fees and expenses incurred in enforcing such obligations and/or collecting such amounts, from the other Party to such action. 4. Waiver of Consequential Damages. In no event shall either Landlord or Tenant have the right to recover consequential damages of any kind from the other. Except as limited hereinabove, all rights and remedies may be exercised and enforced concurrently and whenever and as often as Landlord or Tenant shall deem necessary . Nothing contained herein shall preclude, or be deemed a waiver, of Landlord 's right to recover damages sustained by Landlord which result from any activity that affects the physical play of Landlord's adjacent golf course, including but not limited to the drainage swale which Tenant intends to install on the western line of the Premises. Landlord acknowledges that Tenant intends to develop the Premi ses as a retail shopping center ; Landlord agrees that Tenant shall not be liable for damages arising so lely from the activity occurring in connection with such retail operation; provided such activity does not result in an adverse physical condition of Landlord's adjacent golf course which impairs the phy sica l play of the golf course. Tenant agrees that Landlord shall not be liable for damages arising from Landlord 's operation of its adjacent golf course or arising from the use of such co urse by any other party , including but not limited to damages arising from golf ball s landing on the Leased Premises. 11 2H l 2 4doc 4 122 .,o-lU!t\ 18 Article 14 Covenant of Quiet Enjoyment Landlord agrees that Tenant shall quietly and peaceably hold, possess, and enjoy the Premises, without any hindrance or molestation by the agents or employees of Landlord, and further, Landlord shall, and any additional exceptions created by Tenant or created by Landlord and approved by Tenant, defend the title to the Premises and the use and occupancy of the same by Tenant against the lawful claims of all persons whosoever, except those claiming by or through Tenant. Tenant's use of the Premises shall not result in an adverse condition of the physical condition of Landlord's adjacent golf course which impairs the physical play of the golf course. In no event shall Landlord be liable for, or otherwise be responsible for, any injury or damage to the Premises or property of Tenant's subtenants, or their employees, guests, invitees or any other person arising from the operation of Landlord's adjacent golf course, including but not limited to any claim arising from golf balls landing on the Premises. Article 15 Subordination; Landlord's Right to Mortgage and Convey Premises Landlord may mortgage its interest in the Premises, provided such mortgage expressly provides that the rights and interests of the mortgagee thereunder are subject and subordinate to the rights and interests of Tenant hereunder and the rights of any Leasehold Mortgagee under any Leasehold Mortgage then or thereafter existing. Should Landlord sell, convey, or transfer its interest in the Premises or should any mortgagee of Landlord succeed to Landlord's interest through foreclosure or deed in lieu thereof, Tenant shall attom to such succeeding party as its landlord under this Lease promptly upon any such succession, provided such succeeding party assumes all of Landlord's duties and obligations under this Lease. Such succeeding party shall not be liable for any of Landlord's obligations and duties hereunder prior to its assumption of Landlord's duties and obligations hereunder, except that Tenant shall be entitled to any offsets or defense which may have arisen prior to such succeeding party's assumption, which such offsets or defenses are specifically provided herein or are otherwise permitted by law. Article 16 Transfers by Landlord No transfer or sale of Landlord's interest hereunder shall release Landlord from any of its obligations or duties hereunder prior thereto . Landlord shall be released of any ongoing obligations hereunder from and after the date of such transfer and only upon the assumption of all such obligations and duties by the transferee of Landlord . Notwithstanding anything contai ned herein to the contrary, in no event shall Landlord have the right to transfer, in any manner whatsoever, or to sell its interest hereunder prior to delivery of possession of the Premises to Tenant. 1125312 4doc 412236.C)kll 19 Article 17 Miscellaneous 1. Non-Waiver of Default. No acquiescence by either Party to any default by the other Party shall operate as a waiver of its rights with respect to any other breach or default , whether of the same or any other covenant or condition. 2 . Recording. This Lease shall not be recorded . The parties shall execute, acknowledge, and deliver to each other duplicate originals of a short form or memorandum of this Lease ("Memorandum of Lease") in substantially the form of Exhibit C attached hereto and incorporated herein, describing the Premises and setting forth the Term of this Lease. The Memorandum of Lease shall be recorded at Tenant's expense. If Tenant terminates this Lease, upon request of Landlord , Tenant will execute and deliver to Landlord a termination of the Memorandum of Lease suitable for recording. 3. Notice. Any notice, request, offer, approval, consent, or other communication required or permitted to be given by or on behalf of either Party to the other shall be given or communicated in writing by personal delivery, reputable overnight courier service which keeps receipts of deliveries (i.e., Federal Express), or United States certified mail (return receipt requested with postage fully prepaid) or express mail service addressed to the other Party as follows: If to Tenant: With copies to: If to Landlord: With copies to : Sheridan Redevelopment Agency 4104 South Federal Boulevard Sheridan , CO 80110-5399 Attention: Executive Director Windholz & Associates 1650 38th Street, Suite 103 W Boulder, Colorado 80301 Attn: Jim Windholz Esq. City of Englewood 1000 Englewood Parkway Englewood, Colorado 80110 Attention: City Manager City of Englewood I 000 Englewood Parkway Englewood, Colorado 80110 Attention: City Attorney or at such other address as may be specified from time to time in writing by either Party. All such notices hereunder shall be deemed to have been given on the date personally delivered or the date marked on the return receipt , unles delivery is refused or cannot be made, in which case the date of postmark shall be deemed the date notice ha been given. 11 25 12 4 doc 4 12236-0Ktt 20 4. Successors and Assigns. All covenants, promises , conditions , representations , and agreements herein contained shall be bind ing upon , apply to , and inure to the benefit of the Parties hereto and their respective heirs , executors , administrators , successors (including subtenants), and permitted assigns . 5. Partial Invalidity . If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be held invalid, the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby, and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 6. Interpretation. In interpreting this Lease in its entirety , any additions written or typed thereon shall be given equal weight , and there shall be no inference , by operation of law or otherwise, that any provision of this Lease shall be construed against either Party hereto. This Lease shall be construed without regard to any presumption or other rule requiring construction against the Parties causing this Lease to be drafted. 7. Headings. Captions. and References. The section captions contained in this Lease are for convenience only and do not in any way limit or amplify any term or provision hereof. The use of the terms "hereof," "hereunder," and "herein" shall refer to this Lease as a whole, inclusive of the Exhibits , except when noted otherwise. The terms "include," "includes ," and "including" incorporate the meaning "without limitation ." The use of the masculine or neuter genders herein shall include the masculine , feminine , and neuter genders and the singular form shall include the plural when the context so requires . 8 . Governing Law. This Lease shall be construed under the law s of the State of Colorado. 9. Execution of Documents. Landlord and Tenant shall each cooperate with the other and execute such documents as the other Party may reasonably require or request so as to enable it to conduct its operations , so long as the requested conduct or execution of documents does not derogate or alter the powers, rights , duties , and responsibilities of the respective Parties. 10 . Force Majeure. Whenever a party is required to perform an act under thi s Lease b y a certain time, unless specifi cally provi d ed otherwise in th is Lease, such party ma y e xtend th e deadline in th e event of Excusabl e Delay. In the event a party elects to so extend a deadline, such party shall first give written notice to the other party wi thin twenty (20) days following the commencement of the Exc usa bl e Delay setti ng forth the event giving rise to the Excusable De lay . Th e party electi ng to extend th e dea dl ine shall within twenty (20) days following the end of th e Exc usabl e Delay g ive an add itio nal written noti ce to th e other party sett ing forth the numb er of days th e period has been ex tend ed as a res ult of th e Exc usabl e De lay and the details of s uch d e lay. 11 . Waiver of La ndl ord's Lien. La ndl ord hereby waives any lien it may have for rent against any and all of the propert y of any of Tenant's s ubl essees of any portion of the Prem ises . 11 2m 4 doc 41 22 lti -0 t, 21 Article 18 Leasehold Financing l . Mortgage by Tenant. Tenant may, from time to time, hypothecate, mortgage, pledge, or alienate the Improvements and/or Tenant's leasehold estate and rights hereunder. Such lien shall be referred to herein as a "Leasehold Mortgage" and the holder or holders of any such lien shall be referred to herein as a "Leasehold Mortgagee." The Leasehold Mortgagee's interest in the Premises and this Lease shall be subordinate, junior and subject to Landlord's ownership of the Premises and interest in this Lease. A Leasehold Mortgage shall encumber no interest in the Premises other than Tenant's interest in the Lease and the Improvements located on the Premises, including any personal property of Tenant, and any subleases of portions of the Premises. A Leasehold Mortgagee or its assigns may enforce such lien and acquire title to the leasehold estate in any lawful way and , pending foreclosure of such lien, the Leasehold Mortgagee may take possession of and operate the Premises, performing all obligations performable by Tenant, and upon foreclosure of such lien by power of sale, judicial foreclosure , or acquisition of the leasehold estate by deed in lieu of foreclosure , the Leasehold Mortgagee may sell and assign the leasehold estate hereby created. Notwithstanding anything herein contained to the contrary, the Leasehold Mortgagee or any person or entity acquiring such leasehold estate shall be liable to perform the obligations imposed on Tenant by this Lease only during the period such person has ownership of said leasehold estate or possession of the Premises. Landlord agrees to provide an estoppel to any Leasehold Mortgagee upon written request therefor, provided such estoppel does not obligate Landlord to acknowledge or consent to any modifications or interpretations of this Lease not previously agreed upon by both parties in writing. 2. Notice To and Rights Of Leasehold Mortgagees. A. When giving notice to Tenant with respect to any default hereunder, Landlord shall also serve a copy of such notice upon any Leasehold Mortgagee who shall have given Landlord a written notice specifying its name and address. No such notice shall be effective against any Leasehold Mortgagee unless and until served on any Leasehold Mortgagee as herein provided. In the event Tenant shall default in the performance of any of the terms, covenants, agreements, and conditions of this Lease to be performed on Tenant's part , any Leasehold Mortgagee shall have the right , within the grace period av ailable to Tenant for curing such default or such additional time as may be granted to any Leasehold Mo rtgagee herein, to cure or make good , such d efault or to cause the same to be cured or made good , whether the same consists of the failure to pay rent or the fai lure to perform any other o b ligation, and Landl ord shall accept such performances on th e p art of any Leaseh ol d Mo rtgagee as tho ug h th e same had b een do ne o r perfo rm e d by Tenant. B . In t h e case of a de fault b y Tenant in th e payment of mo ney, Landlord will take no action to effect a term ina tion of th is Lease b y reason thereof unl ess such d e fa ult has conti nued beyond forty-five (4 5) days after Landl o rd shall h ave served a co py of such notice upon Tenant and any Leasehold Mortgagee wh o h as given Landlord notice as provided in Article 18 .2.A above, it being the intent h ereof and th e understan d i ng of th e parties that any Leasehold Mortgagee shall be a ll owed not less than fifteen ( 15) days in 1125 12 4 doc 41 22Jti-0 t, 22 addition to the thirty (30) days granted to Tenant to cure any default of Tenant in the payment of rent or in the making of any other monetary payment required under the terms of this Lease. C. In the case of any other default by Tenant, it being the intent hereof and the understanding of the parties that any Leasehold Mortgagee shall be allowed, in addition to any grace period granted to Tenant, an additional time as hereinafter specified to cure a non-monetary default of Tenant, Landlord shall take no action to effect a termination of the term of this Lease by reason thereof unless such default has continued beyond the grace period available to Tenant for curing said default, and then only after Landlord shall have served a copy of a notice upon any Leasehold Mortgagee who has given Landlord notice as provided in subparagraph Article 188.2.A above, in the payment of rent or in the making of any other monetary payment required under the terms of this Lease within which either: a) to commence and diligently proceed to cure within thirty (30) days such default, if such default is susceptible of being cured by the Leasehold Mortgagee without obtaining possession ofthe Premises; b) to commence within thirty (30) days and diligently proceed to obtain possession of the Premises (including possession by a receiver) and to cure such default within thirty (30) days following possession or the appointment of a receiver in the case of a default which is susceptible of being cured when the Leasehold Mortgagee has obtained possession thereof; or c) if such default is not susceptible of being cured by obtaining possession (including possession by a receiver) to institute foreclosure proceedings within thirty (30) days and thereafter to complete such foreclosure proceedings or otherwise acquire Tenant's interest under this Lease with reasonable and continuous diligence. A Leasehold Mortgagee shall not be required to continue such possession or continue such foreclosure proceedings if the default which prompted the service of such a notice has been cured. D. In the event that this Lease is terminated by Landlord on account of any default, Landlord shall give prompt notice thereof to each Leasehold Mortgagee who has given notice to be notified. Landlord , within thirty (30) days after receiving a written request therefor, which shall be given within sixty (60) days after such termination, will execute and deliver a new lease of the Premises to the Leasehold Mortgagee or its nominee or to the purchaser, assignee , or transferee, as the case may be, for the remainder of the term of this Lease, containing the same covenants, agreements , terms, provisions, and limitations as are contained herein, provided that the Leasehold Mortgagee shall (i) pay to Landlord , simultaneously with the delivery of such new lease, all unpaid rental due under this Lease up to and including the date of the commencement of the term of such new lease and all expenses including, without limitation , reasonable attorneys' fees and di sbursement and court costs incurred by Landlord in connection with the default by Tenant and th e termination and the preparation of the new lease, and (ii) the Leasehold ll2S3l2 4.doc 412236-086 23 Mortgagee shall commence and diligently proceed to cure all defaults existing under this Lease . E. As long as there is a Leasehold Mortgagee, neither the bankruptcy nor the insolvency of Tenant shall operate or permit Landlord to terminate this Lease as long as all rent specified above and all other charges of whatsoever nature payable by Tenant continue to be paid in accordance with the term of this Lease. In the event of a filing of a petition in bankruptcy by the Tenant, and the Tenant rejects this Lease under Section 365 of the Bankruptcy Code (or any replacement thereof), the Landlord shall , upon the request of a Leasehold Mortgagee which has been approved by Landlord , affirm this Lease, and the Landlord wiJJ enter into a new lease on the same terms and conditions with the Leasehold Mortgagee immediately upon Tenant's rejection of this Lease. In the event of a filing of a petition in bankruptcy by the Landlord , and the Landlord rejects this Lease and the Tenant does not affirm it , a Leasehold Mortgagee will have the authority to affirm this Lease on behalf of the Tenant and to keep the Lease in full force and effect. F. The time available to a Leasehold Mortgagee to initiate forecJosure proceedings as aforesaid shall be deemed extended by the number of days of delay of occasioned by judicial restriction against such initiation or occasioned by other circumstances beyond the Leasehold Mortgagee's control. G. During the period that a Leasehold Mortgagee shall be in possession of the Premises and/or during the pendency of any forecJosure proceedings instituted by a Leasehold Mortgagee, the Leasehold Mortgagee shalJ pay or cause to be paid all charges of whatsoever nature payable by Tenant hereunder which have been accrued and are unpaid and which will thereafter accrue during said period. FolJowing the acquisition of Tenant's leasehold estate by the Leasehold Mortgagee or its designee, either as a result of forecJosure or acceptance of an assignment in lieu of forecJosure , the Leasehold Mortgagee or party acquiring title to Tenant's leasehold estate, whereon Landlord's right to effect a termination of this Lease based upon the default in question shalJ be deemed waived. Any default not susceptible of being cured by the Leasehold Mortgagee or party acquiring title to Tenant's leasehold estate shall be and shalJ be deemed to have been waived by Landlord upon completion of the forecJosure proceedings or acquisition of Tenant's interest in thi s Lea se by any purchaser (who may , but need not be, the Leasehold Mort gagee) at th e forecJ os ure sa le, or who otherwi se acquires Tenant's interest from th e Leasehold Mortgagee or by virtue of a Leasehold Mortgagee's Exercise of its remedies . Any such purchaser, or successor of purchaser, shall not be liable to perform the obligations imposed on Tenant by this Lease incurred or accrui ng after su ch purc haser or successor no longer has ownership of the leasehold estate or possession of th e Premises. H. No th in g herei n sh alJ precl ud e Landl ord fro m exercisi ng any of Land lo rd 's right s or remedie wi th res pect to a ny ot her d efa ult by Tenant duri ng an y period of any uch forbearance , subject to the rights of any Leaseho ld Mortgagee as herei n provi ded. I. In the event two or more Leasehold Mo rt gagees each exercise their rig hts hereunder and there i a conflict which renders it impossib le to comply wi th a ll such n: .. -que st , the Lea ehold Mortgagee who e leasehold mortgage would be senior in priority 11 . ~JI:! 4 dill" 41 22'6 0 II 24 if there were a foreclosure shall prevail. In the event any Leasehold Mortgagee pays any rental or other sums due hereunder which relate to periods other than during its actual ownership of the leasehold estate, such Leasehold Mortgagee shall be subrogated to any and all rights which may be asserted against Landlord with respect to such period of time. Upon the reasonable request of any Leasehold Mortgagee, Landlord and Tenant shall cooperate in including in this Lease by suitable amendment from time to time any provision for the purpose of implementing the protective provisions contained in this Lease for the benefit of such Leasehold Mortgagee in allowing such Leasehold Mortgagee reasonable means to protect or preserve the lien of its proposed Leasehold Trust Deed on the occurrence of a default under the terms of the Lease. Landlord and Tenant shall execute, deliver, and acknowledge any amendment reasonably necessary to affect any such requirement; provided, however, that any such amendment shall not in any way affect the term or rental under this Lease nor otherwise in any material respect adversely affect any rights of Landlord under this Lease or impose any additional liability or risk on Landlord . Article 19 Additional Provisions I. Restrictions. Tenant agrees to prohibit occupancy of the Premises by Wal-Mart, by any office product sellers ( excluding sellers using less than 20% of their floor space to sell office supplies), pet supply sellers (excluding sellers using less than 20% of their floor space to sell pet supplies), full service sporting goods sellers like Sports Authority, and Dick's Sporting Goods, so long as tenants with such uses are in operation in the City Center Englewood Shopping Center are in operation, and for two years after such uses are no longer present at the City Center Englewood Shopping Center. 2. Open Space Plan . Tenant will facilitate and make reasonable efforts to enlist the cooperation and participation, of the City of Sheridan in the South Platte River Open Space. 3. Englewood Golf Complex. Unless this Lease is terminated pursuant to Article 3.2.G or 3.3.D, Tenant shall be responsible for the cost ofrebuilding the Englewood golf complex in accordance with the terms and conditions of the Development Agreement. 4. £New Road: Landlord 's access:f . Tenant intend s to construct a road running from 11 01th to ou th on the wes tern portion of the Premises and immediately to the ea t of a drainage swa le to be co nstruct ed by Tenant ("New Road "). Landlord shall have the right , at its sole cost, to o btain access from -:--the New Road to its adjacent property, which access shall be at not more than 2 locations to be determined by Landlord. The access points and Landlord's u se of the access and road shall comply with all applicable laws and regulation s, and Landlord shall pay any cost or incremental cost resulting from such access . 5. Non-material Amendment s requested by Sub-lessees. Upon the reasonable request of any Sub-lessee, Landlord shall cooperate in including in thi s Lease suitable amendments from time to time, pro vided , however, that any such amendment shall not in any way affect th e bu si ne ss term s between Landlord or Tenant , including but not limited to the 11 253 12_ 4 .doc 4122 6-086 25 rental or lease term under this Lease nor otherwise in any material respect adversely affect any rights of Landlord under this Lease or impose any additional liability or risk on Landlord. 6. £.ublklndernnification..~J.rui .a.s_the Tenant under th is Lease i$~_lic .QI ~public en tity, w indemnifica tio n by=~Tmam ~provid ed in this lease .s ha ll}>£ en.fut~~ains.t ~_oubli c or gyasi-y ubli c entity onl y th e ex tent such entit y ~Jhe ~gal authority and .o.ower_to provicle such ~YJ Article 20 Representations of Landlord and Tenant 1. Re_presentations of Landlord . Except as otherwise disclosed on Schedule I attached hereto, Landlord represents and warrants to Tenant that, as of the Effective Date: A. Landlord is a Home Rule Municipal Corporation validly existing under the laws of the State of Colorado. Landlord has the full right, power and authority to enter into this Agreement and to perform Landlord's obligations hereunder. B. This Agreement (i) has been duly authorized , executed, and delivered by Landlord; and (ii) is the binding obligation of Landlord. C. Landlord has not granted , other than to Tenant, any outstanding option, right of first refusal or any preemptive right with respect to the purchase of all or any portion of the Premises . D. To the best of Landlord's knowledge, the Premises and use and occupancy thereof is not in violation of any Jaws and no written notice of such violation has been received by Landlord and, except as noted in the following sentence, is not the subject of any existing, pending, or threatened investigation or inquiry by any governmental authority or subject to any remedial obligations under any Jaws pertaining to or relating to hazardous materials or other Environmental Conditions. Tenant acknowledges that it has been advised that the Premises are subject to ongoing investigation and supervision by applicable agencies or departments of the State of Colorado with regard to the Environmenta l Cond itions existing on th e Premises. E. There are no un recorded easements or rights-of-way affecting any or all of the Premises except the sanitary sewer in terceptor lines as previously disclosed by Landl ord to Tenan t. F. No law s uit has been filed agai n st Landl ord regarding th e Premi ses. G . Except as noted in th e fo llowing sentence, th ere are no oth er leases, agreements or contracts in existence relating to the Premises , incl ud ing, w itho ut limitation , tenant leases, service contracts, or management agreements . Landl ord currently has an agreement wi th the City of Sheridan for payment in lie u of taxes , has agreements with various concessionaires operating in its go lf course facility , has one or 11253 12 4 .doc 412236-086 26 more sign agreements for advertising at its golf course, and has agreements relating to the Golf Course Enterprise Revenue Refunding Bonds, Series 2003 . None of the forgoing agreements create any obligations, restrictions or limitations relating to the Premises or its use, nor conflict with any provisions of this Lease. H. Landlord has received no notice from any insurance company with respect to the cancellation of any policy concerning the Premises or refusal of the insurance company to insure the Premises . I. There are no oral agreements affecting the Premises. J. There is no litigation pending with respect to the Premises relating to any environmental law violations. Landlord and Tenant acknowledge that a portion of the Premises consists of a landfill which was closed several years ago. Except as disclosed with respect to the Environmental Conditions at the Premises, and as may be otherwise ascertainable by Tenant through its own investigations and due diligence, no notice of any violation of Environmental Laws or r other written communication pertaining to Environmental Conditions at the Premises has been received by Landlord from a governmental agency. K. There are no agreements, commitments or understandings by or between Landlord and any third party pursuant to which (i) Landlord agrees to make the Premises part of any special assessments, special district, or taxing district ("Assessments"), or (ii) Landlord or its successors in interest are required to sell , grant or dedicate any part of the Premises or to grant any easement , water rights , rights-of-way, road or license for ingress and egress or other use in respect to any part of the Premises, whether on account of the development of adjacent or nearby real property or otherwise. Landlord has no knowledge of any Assessments being contemplated . L. Landlord has no knowledge of any fact , condition, or action, present, contemplated, or threatened , which would or may result in the termination or impairment of access to and from the Premises as such access presently exists , and Landlord is not in violation of any easements, right s-of-way, conditions, co v enant s and restri ctions , licenses , or other agreements burdening the Premi ses. 2 . Representations of Tenant. Except as otherwise disclosed on Sched ul e 1 attached hereto , Tenant represents and warrants to Landlord that , as of the Effective Date: Tenant is an Urban Renewal Authority, validly existing under the laws of the State of Colorad o. Tenan t h as th e full right , power and a uthority to e nter into this Agreement and to p erform Ten ant 's o bli gati o ns hereund er. B. T his Agreement (i) has b een du ly a uth orized , executed, and d elivered by Tenant ; and (ii) is the bi nd ing obligation of Tenant. 112S312 4 doc 4122 6-0 6 C. No law ui t has been filed against Tenant regarding the Premises . 27 D. Tenant has received no notice from any insurance company of any refusal of the insurance company to insure the Premises. E. There are no oral agreements made by Tenant affecting the Premises. Article 21 Right of First Refusal to Purchase 1. Right of First Refusal. Landlord does hereby grant Tenant a right of first refusal to purchase the Premises and any portion thereof ("Refusal Property"), to be exercised by Tenant anytime during the Lease Term, in accordance with and subject to the following provisions : A. If at any time during the Lease Term, Landlord shall receive a bona fide offer, other than at public auction, from a third person, for the purchase of the Refusal Property, which offer Landlord shall desire to accept, Landlord shall promptly deliver to Tenant a copy of such offer and Tenant may, within thirty (30) days thereafter, elect to purchase the Refusal Property on the same terms as those set forth in such offer, except as provided below. 8 . If Tenant shall not accept such offer within the thirty (30) day period , said right of first refusal shall be deemed to have been waived and Tenant shall not have the right to purchase the Refusal Property as to the portion of the Refusal Property specified in the offer, but this Lease shall continue otherwise on all of the terms as those set forth. If the offer only pertains to a portion of the Premises, Tenant's right of first refusal shall remain in effect as to the portion of the Premises not included in such offer. If Landlord does not consummate the sale of the Refusal Property, Tenant's right of first refusal shall remain in effect. C. If the offer received by Landlord contains property in addition to the Refusal Property , Tenant shall be obligated to exercise its rights as to only the Premises , or portion thereof covered in the offer, and there shall be an equitable adjustment of the price . I 12S312 4.doc 412236-086 (Remainder of Page Intentionally Left Blank) 28 IN WITNESS WHEREOF , this Lease has been executed as of the date written above. 1125312 4 .doc 412236-086 LANDLORD: CITY OF ENGLEWOOD A home rule municipal corporation By: Mayor TENANT: SHERIDAN REDEVELOPENT AGENCY a ___________ _ By: Title: 29 1125 12 4 .doc 4122 6-086 EXHIBIT A DESCRIPTION OF PREMISES 1125312 4 .doc 412236.086 EXHIBIT B ASSEMBLAGE 2 -- 1125312 _4 .doc 412236-086 EXHIBIT C MEMORANDUM OF LEASE 3 I 12S3 12 4 .doc 41 2236-086 EXHIBIT D ENGLE WOOD GOLF CO MP LEX 4 7/19/06 GROUND LEASE BETWEEN CITY OF ENGLEWOOD, a home rule municipal corporation, as Landlord And SHERIDAN REDEVELOPMENT AGENCY, a body corporate and politic of the State of Colorado 1125312 4.doc 412236-086 as Tenant Dated: ____ _ TABLE OF CONTENTS Article 1 Fundamental Lease Terms ............................................................................................ 1 Article 2 Ground Lease of Premises ............................................................................................. l 1. Definitions ................................................................................................................ 1 2. Premises ................................................................................................................... 4 3 . Condition of Premises ; Tenant Release .................................................................. .4 4. Improvements .......................................................................................................... 4 5. Recreation Easement. ............................................................................................... 4 6. Easements ................................................................................................................ 5 7. Sig11age ............................................................................. .., ...................................... 5 8 . Environmental Disclosure ........................................................................................ 5 Article 3 Lease Term and Conditions Precedent ........................................................................ 5 1. Term ......................................................................................................................... 5 2. Tenant 's Conditions Precedent. ............................................................................... 5 3. Landlord 's Conditions Precedent. ............................................................................ 7 4. Extension Options .................................................................................................... 8 Article 4 Rent .................................................................................................................................. 9 1. Rent .......................................................................................................................... 9 2. Net Lease ................................................................................................................. 9 A rti cle S Taxes ................................................................................................................................ 9 1. Real Es tate Taxes ..................................................................................................... 9 2. Proratio n of Taxes .................................................................................................. I 0 3 . Personal Property Taxes ........................................................................................ 10 Arti cle 6 Utiliti es .......................................................................................................................... 11 I . Utility Usage .......................................................................................................... 11 11:?S 12 4doc 412236.() 6 Article 7 Use, Subletting, and Assignment ................................................................................. 11 1. Use ......................................................................................................................... 11 2. Assignment and Subletting .................................................................................... 11 3. Non-disturbance of Sub-lessees ............................................................................. 12 4. Status of Improvements and Building .................................................................... 12 Article 8 Mechanics Liens ........................................................................................................... 12 1. Liens ....................................................................................................................... 12 2. Protection of Landlord's Interest in Premises ........................................................ 13 Article 9 Indemnity and Insurance ............................................................................................ 13 1. Indemnity ............................................................................................................... 13 2. Appear and Defend ................................................................................................ 14 3 . Tenant's Insurance ................................................................................................. 14 4. Insurance Policies and Certificates ........................................................................ 14 5. Blanket lnsurance ................................................................................................... 15 6. Unearned Premiums ............................................................................................... 15 Article 10 Damage or Destruction .............................................................................................. 1 S 1. Damage and Destruction ........................................................................................ 15 Article 11 Eminent Domain ......................................................................................................... 16 1. Autom atic Term ina tion .......................................................................................... 16 2. Termination Right .................................................................................................. 16 3 . Restoration ............................................................................................................. 16 4. Award -Lease Not Terminated ........................................................................... 17 5. Award -Lease Terminated .................................................................................. 17 6 . Termination ............................................................................................................ 17 Artic le 12 !I NTEN TION ALL Y OMI TT E D) ............................................................................. 17 1125312 4 doc 412216-0 II Article 13 Def a ult ......................................................................................................................... 17 1. Remedies Upon Tenant's Default .......................................................................... 17 2. Remedies Upon Landlord's Default ....................................................................... 18 3. Attorneys' Fees ...................................................................................................... 18 4 . Waiver of Consequential Damages ........................................................................ 18 Article 14 Covenant of Quiet Enjoyment ................................................................................... 19 Article 15 Subordination; Landlord's Right to Mortgage and Convey Premises ................. 19 Article 16 Transfers by Landlord ............................................................................................... 19 Article 17 Miscellaneous .............................................................................................................. 20 1. Non-Waiver of Default. ......................................................................................... 20 2. Recording ............................................................................................................... 20 3. Notice ..................................................................................................................... 20 4. Successors and Assigns .......................................................................................... 21 5. Partial lnvalidity ..................................................................................................... 21 6. Interpretation .......................................................................................................... 21 7. Headings, Captions, and References ...................................................................... 21 8. Governing Law ...................................................................................................... 21 9. Execution of Documents ........................................................................................ 21 l 0 . Force Majeure ........................................................................................................ 21 11 . Waiver of Landlord's Lien ..................................................................................... 21 Article 18 Leasehold Financing .................................................................................................. 22 1. Mortgage by Tenant ............................................................................................... 22 2. Notice To and Rights Of Leasehold Mortgagees ................................................... 22 Article 19 Additional Provisions ................................................................................................. 2S 1. 1125312 4 de 412'.!JM) 6 Re tri ct ion ............................................................................................................ 25 111 2. Open Space Plan .................................................................................................... 25 3. Englewood Golf Complex ..................................................................................... 25 4. New Road: Landlord's access ............................................................................... 25 5. Non-material Amendments requested by Sub-lessees ........................................... 25 6. Public Indemnification ........................................................................................... 25 Article 20 Representations of Landlord and Tenant ................................................................ 26 1. Representations of Landlord .................................................................................. 26 2. Representations of Tenant. ..................................................................................... 27 Article 21 Right of Fint Refusal to Purchase ............................................................................ 28 1. 11 253 12 4 .doc 41 22 6--0 6 Right of First Refusal ............................................................................................. 28 iv GROUND LEASE THIS GROUND LEASE (the "Lease") is made and entered into as of the Effective Date set forth in Article 1 by and between CITY OF ENGLEWOOD, a home rule municipal corporation ("Landlord"), and SHERIDAN REDEVELOPMENT AGENCY, a body corporate and politic of the State of Colorado ("Tenant"). Landlord and Tenant are sometimes hereinafter each singularly referred to as a "Party" and collectively referred to as the "Parties." Article 1 Fundamental Lease Terms For convenience, this Article 1 summarizes certain fundamental economic and business terms of this Lease. Effective Date: Premises: Landlord Tenant Term: Option: Rent: Security Deposit Title Insurance Liability Amount: That certain real property described on Exhibit A attached hereto and incorporated herein by this reference, consisting of acres. CITY OF ENGLEWOOD 1000 Englewood Parkway Englewood, CO 80110 Attention: City Manager SHERIDAN REDEVELOPMENT AGENCY 4104 South Federal Blvd. Sheridan, CO 80110-5399 Attention: Executive Director Twenty (20) years from the Commencement Date Three (3) options of twenty (20) years each The one time lump sum payment and other amounts as set forth in Article 4 . None An ALT A leasehold title insurance policy in the amount of $4,190,000 shall be provided at Landlord's expense. Article 2 Ground Lease of Premises 1. Definitions. For purposes of this Lease, the following terms shall have the following meanings: 1125312 4 doc 412236.() A. "Assessments" shall have the meaning as set forth in Article 20. l .K. B. "Buildings" shall mean the buildings which may be constructed by the Tenant on the Premises . C. "Casualty" shall have the meaning as set forth in Article l 0 .1. D. "Commencement Date" shall mean the earlier of (1) thirty days after Tenant's and Landlord's waiver of their Conditions Precedent as provided in Article 3.2.G and 3.3.D, or (2) the date Tenant commences construction under the terms of the Development Agreement on either the Premises or Landlord's golf course. E. "Contracting Party" shall have the meaning set forth in Article 8.1. F. "Default" or "Event of Default" shall have the meaning as set forth in Article 13 . l. G. "Development Agreement" shall mean that certain agreement to be executed by Landlord and Tenant providing for the rebuilding by Tenant of the portions of the Landlord's golf course complex as described therein. H. "Effective Date" shall mean the date this Lease is signed by both Parties and the Englewood City Council has adopted an Ordinance approving this Lease and such Ordinance has become final. I. "Environmental Conditions" shall mean the presence or alleged presence of any substance, material or waste which is regulated by any local governmental authority, the State of Colorado or the United States Government, including, without limitation, any petroleum products or used oil or fractions thereof, flammable substances , explosives, radioactive materials, asbestos, and any material or substance that is regulated pursuant to any Environmental Laws . J. "Environmental Laws" shall mean the Comprehensive Environmental Response, Compensation and Liability Act ("CERCLA"), as amended, 42 U.S.C. § 9601, et seq.; the Solid Waste Disposal Act and the Resource Conservation and Recovery Act ("RCRA"), as amended , 42 U.S.C. § 6901 , et seq.; the Clean Water Act, as amended, 33 U.S.C. § 1251 , et seq.; the Safe Drinking Water Act, as amended, 42 U.S.C. § 300(f), et seq.; the Federal Insecticide, Fungicide and RodenticideAct ("FIFRA"), as amended, 7 U.S.C. § 136, et seq.; the Toxic Substances Control Act ("TSCA"), as amended , 15 U.S.C § 260 1, et seq.; the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.; the Oil Pollution Act ("OPA ") l 04 Stat. 484 ( 1990); the Colorado Petroleum Storage Tank Act, as amended, C.R.S. § 8-20.5 , e t seq.; .; the National Environmental Policy Act of 1970, as amended, 42 U .S .C.A . § 4321 , et seq.; the Rivers and Harbors Act of 1899, as amended , 33 U .S.C.A. § 40 I , et seq.; the Endangered Species Act of 1973 , as amended , 16 U.S.C.A. § 1531 , et eq.; the Colorado Water Quality Control Act, C .R .S . §§ 25-8-101, et eq .; the provision of7 C.C.R. 1101 -14 ; and any similar local , state or federal laws, rules, ordinances or re&rulations either in existence as of the date hereof or enacted or promulgated after the date of thi s Lease that concern (i) the management, control, 11 253 12 4d 41 2236-0 6 2 discharge, treatment, abatement, containment and/or removal of substances or materials that are or may become a threat to public health or the environment, and (ii) state and local water quality and stormwater regulation. K. "Environmental Workplan" shall mean all such work to be performed pursuant to (i) that certain Voluntary Cleanup Plan (the "VCUP") as approved by the Colorado Department of Public Health and Environment ("CDPHE") on April 18, 2006 (including, without limitation, the Materials Management Plan, the Contractor's Plan of Operations, and the Vapor Mitigation Plan); and (ii) that certain letter dated _____ , 2006, from CDPHE stating that compliance with the procedures, specifications and conditions of the Environmental Workplan is deemed to constitute compliance with CDPHE's Solid Waste Program rules and regulations (the "Comfort Letter"). The Environmental Workplan shall specifically include any and all amendments to the above-referenced documents which are approved by CDPHE and Landlord. L. "Excusable Delay" shall mean any of the following events that prevents, delays, retards or hinders a Party's performance of its duties hereunder: act of God; fire; earthquake; flood; explosion; war; invasion; insurrection; riot; mob violence; sabotage; vandalism; inability to procure or general shortage of labor, equipment, facilities, materials or supplies in the open market; failure of transportation; strikes; lockouts; any material delay caused by Landlord without fault of Tenant; or any delays due to causes beyond the control of Landlord and without its fault or negligence. M. "Improvements" shall mean the Buildings and any other improvements constructed by Tenant or Subtenant on the Premises. N. 0. P. 17. Q. R. s. T. "Landlord" is City of Englewood .. "Leasehold Mortgagee" shall have the meaning as set forth in Article 18. "Memorandum of Lease" shall have the meaning as provided in Article "Option Term" shall have the meaning as provided in Article 3.4.A. "Option Term Rent" shall have the meaning set forth in Article 3.4.C. "Premises" shall have the meaning as set forth in Article 2.2.A. "Prime Rate" shall have the meaning as set forth in Article 5.1.E. U. "Real Estate Taxes" shall mean all taxes, however named, assessed, levied , or collected, whether on an ad valorem basis or other taxing method on the Premises, Improvements, Buildings, and assessments for land, betterments, and improvements that are levied or assessed on the Premises or the Improvements by any lawful authority, as finally determined in accordance with law , net of any applicable abatements, refund , or rebates . 112rn2 4 d 411236 -0 6 3 V . "Refusal Property" shall have the meaning as set fo rth in Article 21.1 . W. "Rent" shall mean the amount set forth in Article 4.1. X. "Tenant" is Sheridan Redevelopment Agency, and its permitted successors or assigns. Y . "Tenant's Property" shall have the meaning set forth in Article 7.4 . 2. Premises. A . For the term , uses, rent, and in consideration of the co venants and agreements contained herein, and for other valuable consideration, Landlord hereby leases to Tenant and Tenant hereby leases from Landlord , upon the following terms , stipulations, provisions, and conditions, that certain real property more particularly described in Exhibit A attached hereto and incorporated herein by this reference ("Premises"). B. Landlord hereby warrants to Tenant that it has good and marketable title to the Premises, free and clear of any mortgages, pledges, liens , and other encumbrances. 3. Condition of Premises: Tenant Release. The Premises are being leased in their as- is condition. Tenant hereby waives, releases, acquits and forever discharges Landlord and its officers, directors, city council members, employees, agents , successors and assigns , of and from any and all suits, causes of action , claims, demands, damages (actual and punitive), losses, costs, liabilities, and expenses, including attorneys ' fees , of any kind or nature, in law or in equity, known or unknown , now or in the future , which Tenant shall or may have or acquire or possess in any way directly or indirectly connected with , based upon , or arising out of Landlord 's use, maintenance, leasing, ownership, operation, and demolition of improvements upon the Premises prior to the Effective Date of this Lease; or (ii) the condition (including Environmental Conditions and structural fitness), status, quality, or nature of the Premises . It is expressly agreed by the parties to this Lease that any and all responsibilities and obligations of Landlord , and any and all rights or claims of Tenant against Landlord or its successors, assigns and affili ates, ari sing by v irtue of or in relation to the physical condition of the Premises (including Environm e ntal Conditio ns and s tructural fitne ss), are by this release declared null and void and of no present or future effect as to s uch p arties. 4 . Improvements. Tenant, at its so le cost and expe nse, with its own fo rces or those of its contractors, may co nstru ct improvem ent s on th e Prem ises. All of the Im provem ents s hall co mpl y in a ll respects w ith all a ppli ca bl e governm ent al requirements. Landlord acknowledges th at Tenant m ay s ubl ease po rti o n s o f th e Pre mi ses to Subtenant s, wh o will construct their own Im provem e nt s. However th e parti es a gree that notwithstanding s uch arrangements, T en ant shall remain respons ib le to La ndl ord to sat isfy th e obl igation s of Tenant und er th e Lease wi th res pect to such po rti o ns of the Premise . 5. Recreat ion Easement. La ndl o rd reserves for itself, its agent s, empl oyees, guests and invitees , a non-exclusive recreationa l easeme nt over and across th at po rt io n of th e western portion of the Premi e n which Tenant intends to con truct a drainage wale, wh ich easement 11:!5":! 4 doc "l :!:!lt,-0 6 4 area shall be from the western edge of the swale to the flow line of the swale ("Rec Easement Area"). The easement shall be used only for the purpose of allowing golfers access and use over the Rec Easement Area in connection with their golfing activities, including access to retrieve golf balls. In no event shall Landlord permit golf carts on over or across the Rec Easement Area . Tenant shall have the responsibility, at its sole cost and expense, for maintaining the Rec Easement Area in first class condition consistent with its intended use as a drainage swale and golfing play area in conjunction with the adjacent golf course. 6. Easements. Landlord shall, upon the request of Tenant, execute documents which are reasonably required to create utility easements on the Premises or other easements on the Premises required to service the Improvements or any other improvements developed on the Premises. In the event Landlord has approved the granting of one or more easements on property owned by Landlord but which is not part of the Premises, which approval shall be at Landlord's sole and absolute discretion, Landlord shall also execute documents necessary to create the approved off Premise easements. 7. Signage. Tenant agrees to provide Landlord with signage identifying Landlord's adjacent golf course. The signage shall be at such location or locations and in such form as are reasonably approved by both Landlord and Tenant. To the extent necessary, Tenant grants Landlord an easement over the Leased Premises to maintain such approved signs. 8. Environmental Disclosure. Tenant may, at it option, record an environmental disclosure relating to the Premises. This disclosure will establishes environmental institutional controls on use and development of the Premises in form acceptable to Landlord. Upon approval by Landlord of the environmental disclosure, Landlord agrees to record a consent to the environmental disclosure, , in form acceptable to Landlord,. Landlords consent shall also provide that, during the term of this Lease, including any extensions, Landlord shall have no liability, obligation, or responsibility for enforcement or for any failure by Tenant or its subtenants or related or affiliated parties to comply with the requirements of the environmental disclosure. Article 3 Lease Term and Conditions Precedent l . Term . This Lease shall become legally binding on the Effective Date and , unless extended in accordance with the Option set forth below in Section 4 of this Article 3, shall expire on the last day of the twentieth (20th) Lease Year (the "Term"). For purposes of this Lease, the term "Lease Year" shall mean each twelve ( 12) month period commencing on the Commencement Date. 2. Tenant's Conditions Precedent. A. Tenant's Right of Entry. After the Effective Date , Tenant , its agents , employees, contractors, consultants and engineers shall have the right from time to time to enter upon the Premises in accordance with the terms of an Access Agreement to be 11 ~5 "2 4 d!IC -11 22 '6.(l t, 5 entered into between Landlord and Tenant , which shall be in form and substance similar to the Access Agreement executed prior to the execution of this Lease. B. Landlord Deliveries . Within five (5) days after the Effective Date, Landlord shall deliver to Tenant copies of all surveys and reports in Landlord 's possession and pertaining to the Premises including but not limited to all engineering, environmental , wetlands, water rights , and soils reports , and all reports or notices received from or filed with any local , state or goverru ~ntal agency during the last five (5) years. C. Inspection. Tenant or its designee(s) shall have the right, from time to time after the Effective Date and subject to the terms of an Access Agreement to be entered into between Landlord and Tenant to conduct a physical inspection, review and analysis of the Premises on such matters and subjects and in such detail as Tenant, in the exercise of its sole discretion, deems advisable or appropriate, including but not limited to the following: examination of title to the Premises, performing physical inspections of the Premises, performing soils tests (including, without limitation, invasive testing), engineering studies, environmental studies (including invasive testing of all existing structures), market studies, market analyses , feasibility studies, reviewing zoning and other regulatory matters, building and other regulations and restrictions, covenants, water rights , mineral rights, and conducting such other tests and reviews as the Tenant, in its sole discretion , desires to conduct with respect to the Premises or Purchaser's contemplated development and use of the Premises. Except as expressly provided in the Access Agreement , Tenant's physical inspection of the Premises shall not interfere with Landlord's golf course operations. Tenant 's obligation to waive its Conditions Precedent is subject to Tenant's satisfaction of its investigation of the Premises. D. Development Plan . Landlord acknowledges that Tenant desires to rezone and plat the Premises ( or a portion thereof) in the City of Sheridan. Tenant shall apply for and pursue the approval of the zoning, planned unit development and /or platting of all or any portion of the Premises (the "Development Plan") according to such plans as Tenant determines appropriate in its sole and absolute discretion, but subject to any Tenant obligations contained in this Lease. Landlord shall, at Tenant's sole cost and expense, solely in its capacity as owner of the Premises, promptly join in the execution of such applications , plats and other documents , and participate in such administrative or judicial proceedings as Tenant deems reasonably necessary to accomplish the final approval of the Development Plan by the City of Sheridan. Nothing contained herein shall require or obligate Landlord to participate in any way in any condemnation proceedings which may be undertaken with respect to the Development Plan or Tenant's acquisition of property in connection with the Developm ent Plan. Tenant's obligation to waive its Condi t ions Precedent shall be subject to the City of Sheridan's approval of the Development Plan plus appeal period without conditions (or subject to conditions sati s factory to Tenant in Tenant's sole and absolute discretion) and not subject to appeal. E. As semblage. Landlord acknowledges that Tenant intends to acquire the property as part of Tenant's a semblage of all of the properties within the area depicted on Ex hibit B attached hereto and incorporated herein by thi s reference (the 11:!~11:! 4 d,,c 41 ~~,6-0 t, 6 "Assemblage"). Tenant's obligation to waive its Conditions Precedent is subject to Tenant acquiring or obtaining possession of all properties within the Assemblage, including the Premises, at approximately the same time. F. Public Financing. Tenant intends to provide public financing through the sale of bonds to finance the construction of certain public improvements pertaining to the Assemblage. Tenant shall not be obligated to waive its Conditions Precedent until the issuance of such bonds. G. Waiver of Conditions Precedent. In the event Tenant fails to give Landlord written notice on or before August 31, 2006 (the "Conditions Precedent Deadline") that the Conditions Precedent have been satisfied or waived, this Lease shall terminate thirty (30) days following the Conditions Precedent Deadline; provided, however, that Tenant shall be entitled to two (2) extensions of the Conditions Precedent Deadline of six (6) months each. Tenant shall exercise each extension of the Conditions Precedent Deadline by giving written notice to Landlord within ten ( 10) days prior to the Conditions Precedent Deadline then in effect. Regardless of when the Tenant notifies Landlord that the Conditions Precedent have been satisfied or waived, Tenant shall commence construction on the Premises only in the month of September unless Landlord has approved in writing a different commencement date, such approval to be in Landlord's sole discretion. 3. Landlord's Conditions Precedent. A. Development Agreement. Tenant has agreed to rebuild , at its expense, a portion of Landlord 's existing golf complex ("Golf Course Work") in accordance with the terms and conditions to be set forth in the Development Agreement to be executed by Landlord and Tenant. Prior to the Conditions Precedent Deadline, except for a letter of map revision ("LOMR") to be issued by the Federal Emergency Management Agency ("FEMA"), and approvals or permits from the Army Corps of Engineers ("ACOE") or storm water permits associated with the LOMR , Tenant shall also obtain all other necessary consents and approvals required in connection with Tenant's performance of its obligations under the Development Agreement, including any approvals required from the City of Sheridan. In the event Tenant fails to obtain all such the necessary approvals and consents by the Conditions Precedent Deadline, this Lease shall terminate as provided below in subsection D. B. Environmental Guaranty. Upon the Assignment and Assumption of this Lease, as provided in Article 7, Section 2, Tenant shall furnish to Landlord the limited guaranty as required therein, and upon failure to do so, this Lease shall terminate upon ten ( l 0) days prior written notice to Tenant. C. C larification of Payment-in Lieu Agreement. Landlord currently has an Intergovernmental Agreement with the City of Sheridan for payment in lieu of taxes, which agreement was intended to compensate the City of Sheridan for exempting the Premises and adjacent golf course from assessment of sales and use taxes resulting from the City of Englewood 's ownership of the property. It is understood by all parties that 11 25 "2 4 dClc 41 22 \()-() 6 7 payments from Tenant or its assignee to Landlord for rent or as otherwise required under this Lease shall not be deemed "taxable sales activities" or "Green Fees" as such terms are used in the Intergovernmental Agreement, and the rent and other such amounts shall not be included when calculating the payment in lieu of taxes. Tenant shall obtain from the City of Sheridan , prior to the Conditions Precedent Deadline, as hereinafter defined, a letter confirming their concurrence with this understanding. D. Waiver of Conditions Precedent. In the event Landlord fails to give Tenant written notice on or before August 31 , 2006, unless such date is extended (the "Conditions Precedent Deadline") that each of Landlord's conditions precedent have been satisfied or waived, this Lease shall terminate thirty (30) days following the Conditions Precedent Deadline. Tenant shall have the two (2) options to extend the Conditions Precedent Deadline up to six (6) months each, provided , however, Tenant shall commence construction on the Premises only during the month of September unless delay in commencement of construction is caused by an act or omission of Landlord , or unless Landlord approves a request by Tenant for a delay in commencement of construction. Tenant shall exercise each extension of the Conditions Precedent Deadline by giving written notice to Landlord within ten ( 10) days prior to the Conditions Precedent Deadline then in effect. 4 . Extension Options. A. Options . Tenant shall have options to extend the Lease Term for three additional consecutive terms (each an "Option Term"), each consisting of twenty (20) years , on the same terms and conditions as set forth herein (there shall be no options beyond the three terms granted herein). In order to exercise such option, Tenant shall notify Landlord in writing at least twelve (12), but not more than twenty four (24), months prior to the expiration of the respective Lease Term of its election to 1.. .. ..:rcise the option. B. Conditions Precedent. As a condition precedent to Tenant's right to exercise one or more of its options, at the time of the giving of its notice of exercise and at the commencement of the extended term , Tenant shall not be in default of its obligations to pay taxes as provided in Article 4 . C. Landlord 's Notice. In the event Tenant fails to give timely notice of extension as provided above, the Lease Term nevertheless shall not expire until after Landlord has given Tenant written notice that the current Lease Term is scheduled to end on the date provided for under this Lease and set forth in the notice and that Tenant is entitled to extend such Term. Tenant shall have sixty (60) days from receipt of such notice to notify Landlord that Tenant elects to exercise its option to extend and to pay the Option Term Rent, and , if notice is timely given by Tenant, Tenant pays the Option Term Rent and the conditions precedent set forth in subparagraph B above have been satisfied, the notice of exercise shall be deemed to have been timely given. 11 '.!~31 :? 4<lnc 41 ~'.!1h -ON6 , D. On or before the Commencement of each Option Term , Tenant shall pay Landlord the following amounts as payment of rent for the entire Option Term (the "Option Tenn Rent"): (i) First Opt i n Term: $200,000 (ii) Second Option Term : $300,000 (iii) Third Option Term : $400 ,000 Article 4 Rent l. Rent. Tenant shall pay to Landlord , in United States Dollars, the sum of $4,190 ,000 .00 ("Rent") (PLUS $650,000 TO BE ADDED TO THE RENT OR SUCH OTHER CATEGORY AS MW DESIGNATES) as payment of Rent for the initial 20 year Lease Term; provided, however, that Tenant shall receive a credit against the Rent of $150,000. The Rent Payment shall be paid following Landlord's written notice to Tenant that Landlord 's waiver or satisfaction of each of Landlord 's conditions precedent as set forth in Section 3 .D of Article 3 and upon the earlier of (a) Tenant's issuance of the bonds as referred to above in Article 3, Section 2.F , or (b) the date Tenant commences construction under the terms of the Development Agreement on either the Premises or Landlord 's golf course. 2. Net Lease. This Lease is a net lease. Except as may be expressly provided otherwise in this Lease, all costs incurred in connection with the construction, operation, maintenance and leasing of the Improvements and all costs incurred in connection with and in relation to the Premises shall be paid by Tenant. Landlord shall have no obligation to make any repairs , replacements or renewals of any kind , nature or description whatsoever to the Improvements or the Premises . 1. Real Estate T axes . Article 5 Taxes A . Tenant shall ass ume , pay , bear, and discharge any and all Real Estate Taxes with res pect to th e Premises , or any part thereof, and all other taxes in any manner a ppli cabl e to or assessed agai nst the Premises or Bu ild ings or any pa rt th ereof, or agains t any of th e machin ery, fi xtures , equipm ent , or oth er propert y o r items. Ten ant sh all pay all Real Es tate Taxes d irectly to th e taxi ng auth ori t ies an d Ten ant shall b e credit ed all re im bursem en ts on acco unt of ab atement s, refu nd s, or reb at es of Real Es tate Taxes . La ndl ord h ere b y auth orizes Tenant to file an d purs ue any protest of th e va lu at ion of the Pre mises a nd ab atement pet it io ns fo r a batement of t axes fo r any reason , as Tenant may deem to be app ropriate. Land lord agrees to execute any form of agreement as may be necess ary in connection therewith. 11 253 12 4 .d(lC 41 2236 -086 9 B. In the event there is a special assessment which is included within the definition of Real Estate Taxes herein, and such assessment may be paid in periodic installments, Tenant shall pay such assessments in periodic installments or may prepay the entire special assessment and Tenant shall be responsible only for those installments relating to the period included within the Term of this Lease. In the event any proposed special assessment would provide for payment extending beyond the term of this Lease (excluding any extension period), unless Tenant agrees to pay for all of such assessment, Landlord shall have the right to object to such assessment and to direct Tenant to object or vote to reject such assessment. C. Landlord shall cooperate with Tenant so that all invoices, notices and statements for Real Estate Taxes shall be sent directly by the taxing authority to Tenant. Tenant shall promptly provide Landlord with copies of all notices, invoices or statements Real Estate Taxes received by Tenant. D. Landlord agrees to submit to Tenant all invoices for Real Estate Taxes and notices of special assessments with respect to the Premises within thirty (30) days after receipt by Landlord. Landlord shall furnish Tenant with copies of all Notices of Valuation of the Premises within ten (10) business days after receipt thereof. If Tenant desires to contest such increase, Tenant shall protest such valuation or file an abatement petition within applicable statutory time periods. Landlord shall fully cooperate with Tenant in any such proceeding; provided Landlord shall not be required to incur any costs in connection with such proceeding. 2. Proration of Taxes. If the Term shall expire on any date other than December 31st of any year, the amount payable by Tenant during the calendar year in which such termination occurs shall be prorated on the basis which the number of days from the commencement of said tax fiscal year to and including said termination date bears to 365. A similar proration shall be made for the tax fiscal year in which the Term commences. 3. Personal Property Taxes. Tenant shall pay all taxes charged against trade fixtures, furnishings , equipment or any other personal property belonging to Tenant. Lessee may contest any such personal property taxes, assessments or valuations; provided, however, Tenant shall do so within the time period permitted by applicable statutes. 11253 12 4.doc 4 I 2236-()R6 10 Article 6 Utilities I. Utility Usage. Tenant shall assume, bear, pay, and discharge as its sole and separate obligation all of the applicable charges for all utilities consumed on the Premises. Except in the event of an emergency, neither Landlord nor Tenant shall take any action that interrupts or interferes with any electric, gas, water, sewage, or telephone service to the Premises or to the adjoining property owned by Landlord. Article 7 Use, Subletting, and Assignment I . Use Subject to the restrictions set forth in Section I of Article 19 , Tenant shall use and occupy the Premises during the Term of the Lease for all lawful uses in accordance with the requirements of this Lease. Tenant shall not use the Premises, or permit or suffer the use of the Premises by others, for any activities or purposes prohibited by the laws , rules and regulations of the United States or the State of Colorado, or of the ordinances of the county in which the Premises are located , and shall not permit or suffer any pollution of the Premises or any disorderly conduct, noise or nuisance upon the Premises, except as provided in the Environmental Workplan . 2. Assignment and Subletting. It is understood and agreed that Tenant has entered into a Disposition Development Agreement with Weingarten Miller Sheridan LLC for the redevelopment of property west of Santa Fe, and that the Premises will be incorporated in the redevelopment project. Landlord hereby consents to the assignment of this Lease to Weingarten Miller Sheridan LLC and the assumption by Weingarten Miller Sheridan LLC of all of Tenant 's obligations under this Lease, provided the form and substance of the Assignment and Assumption Agreement shall be subject to Landlord's prior written approval , which approval shall be in Landlord's sole discretion. Upon the occurrence of both (I) the assignment to and assumption by Weingarten Miller Sheridan LLC of this Lease; and (2) the delivery to Landlord of a limited guaranty by Weingarten Re alty Investors , a Texas real estate investment trust , in form and substance satisfactory to Landlord , in its sole discretion , that guaranties performance of all of Tenant's obligations, responsibilities and covenants regarding various environmental matters, as well as the payment of deducti ble amounts under any insurance policies provided by Tenant in accordance with Articles 9 .3 and in accordance with any environmental insurance requirements set forth in an Assignment and Assumption Agreement, then the obligations of the Sheridan Redevelopment Agency, as Tenant, under this Lease shall terminate. Prior to the completion of the performance of all of Tenant's obligations under the Development Agreement, there shall be no other assignments of this Lease without the prior written approval of Landlord , which approval shall be in Landlord's sole discretion. Following completion of the performance of all of Tenant's obligations under the Development Agreement, and subject to the restrictions set forth in Section I of Article 19 , Tenant shall have the right to assign this Lease from time to time without the approval of Landlord provided such assignee, in the reasonable detennination of Landlord , is an experienced shopping center operator; provided further, however, no existing guaranty or other security held by Landlord to secure Tenant's obligations under this Lease shall be relea sed unle s a sub stitute guarantor ha a net worth of not less than $ I 00,000 ,000 (One Hundred Million Dollar , or the guaranty i replaced with substitute collateral in form and 112~Jl2 4th: -112 2,(,.(1 <, 11 substance satisfactory to Landlord in its sole discretion . Subject to the restrictions set forth in Article 19 , Section 1, Tenant shall have the right , without Landlord 's consent, from time to time, to sublet portions of the Premises to sub-tenants who are or intend to conduct a trade or business on the subleased premises 3. Non-disturbance of Sub-lessees. No subleases of any portion of the Premises shall be affected by a cancellation or termination of this Lease, and Landlord shall recognize the rights of the subtenants under the subleases , provided such subtenants attom to Landlord upon Landlord's request. Landlord shall enter into a customary non-disturbance and attornment agreement upon the request of the subtenant under a sublease and shall execute and deliver to Tenant an Estoppel Certificate in a form requested by any Subtenant or any lender to which Tenant grants a security interest in this Lease and/or the Improvements. In no event shall Landlord be obligated to execute any estoppel or non-disturbance and attomment agreement which modifies the terms of this Lease or creates any additional liability or risk for Landlord . 4. Status of Improvements and Building. As between Landlord and Tenant, at all times during any Term of this Lease , the Improvements, Building, facilities , machinery, fixtures , equipment, or other property or items erected, a part of, or in any manner associated with the Improvements (collectively "Tenant's Property") shall for all purposes be considered, and shall be and remain , the sole and separate real and personal property of the Tenant. Upon expiration of the Term of this Lease , by acceleration or otherwise, at Landlord's option by written notice to Tenant within ninety (90) days following termination of this Lease, Tenant shall remove any or all of Tenant's Property, including any improvements situated on the Premises, in which event Tenant shall restore any affected portions of the Premises to a clean, graded, dirt capped condition which shall satisfy any then applicable ordinances, regulations or other governmental requirements. In the event Landlord has not exercised its option to require Tenant to remove all impro vements situation on the Premises, any of Tenant's Property or improvements which Landlord has not required to be removed shall become the property of Landlord free of any claim by Tenant. Article 8 Mechanics Liens 1. Liens . Tenant shall promptly pay when du e the entire cost of all work done to th e Premises by or at the request of Tenant and Tenant shall keep the Premises free ofliens for labor or materials. Should mechanics', materialmen's, or oth er liens be filed against the Premises b y reason of the acts of either party hereto ("Contracting Party"), s uch p arty sh all cau se the lien to be canceled and d ischarged ofrecord wi th in forty-five (45) days of th e Contracting Party's recei pt of actu al notice of s uch lien. No t with stand in g the fo regoi ng, th e C ontract in g Part y may contest , in goo d fai th an d with reasonabl e d iligence, th e va lid ity of an y s uch lien or claimed lien , provided that the contracting party shall give to the oth er party s uch security as may be reasonably req uested by the other party to ens ure the payment of any amo unts claimed and to prevent any lo s of any interest in the Parcels on account of any such lien. If the Contracting Party ontests a lien or claimed lien, then on final determination of the lien or claimed lien, the contracting party shall cause the lien to be released and , in the event of an adver e judb'lllent 11::!~ll::! 4 Joe 412::!'b·O b 12 satisfy such judgment. Nothing herein shall be deemed to waive or impair any existing immunity of Landlord to liability or obligations for mechanics ' liens. 2. Protection of Landlord's Interest in Premises. Nothing in this Lease shall be construed as constituting the consent of Landlord , expressed or implied, to the performance of any labor or the furnishing of any materials or any specific improvements, alterations of or repairs to the Premises or the improvements thereon, or any part thereof, by any contractor, subcontractor, laborer or materialman , nor as giving Tenant or any other person any right , power or authority to act as agent of or to contract for, or permit the rendering of, any services or the furnishing of any materials in such manner as would give rise to the filing of any mechanics' liens or other claims against the fee of the Premises or the improvements thereon. Landlord shall have the right at all reasonable times to post, and keep posted , on the Premises any notices which Landlord may deem necessary for the protection of Landlord and it interest in the Premises and the improvements thereon from mechanics' liens or other claims. Article 9 Indemnity and Insurance 1. Indemnity. From and after the Effective Date and continuing at all times thereafter during the Term hereof: A . Tenant assumes all risk of loss, damage, or destruction to the Premises, Improvements, Buildings and contents, or to any other property brought upon the Premises, Improvements, and Building by Tenant, or by any other person , with or without the consent or knowledge of Tenant. Tenant hereby indemnifies and agrees to protect and defend Landlord from all such loss, damage , or destruction including claims and causes of action asserted against Landlord. B. Tenant shall indemnify and save harmless Landlord and any of its officers, members, employees, elected officials, contractors and agents from any and all claims , losses , damages , or expenses , on account of injuries to or death of any and all persons whomsoever while on the Premises, and any and all loss or destruction of or damage to the Premises, the Improvements, the Building and any contents and personal property located upon the Premises and owned by, rented to , or in the care, custody, or control of the parties hereto , or any of Tenant's subtenants, arising or growing out of, or in any manner connected with: (i) any use and occupancy of the Premises by Tenant or any subtenants for a Permitted Use or otherwise; (ii) caused or occasioned , in whole or in part, by reason of or arising during the presence upon the Premises of the person or the property of the Tenant, its officers, employees, agents, subtenants, renters, customers, invitees, licensees , servants, contractors, subcontractors, materialmen, suppliers, workmen, laborers , and the employees and agents of each of the foregoing, or any and all other persons, invited or otherwise, with or without Tenant's consent, while on the Premises ; (iii) arising out of or resulting from Tenant 's development , sale or marketing of the Premises and /or the Improvements ; and (iv) any plans or designs for the Improvements prepared by or on behalf of Tenant or Guarantor. 11~~'114,hic 41 ~~ \Ml II 13 C. Tenant hereby indemnifies and saves harmless Landlord and any of its officers , members, employees, elected officials, contractors and agents from any and all claims, losses, damages , or expenses , on account of injuries to or death of any and all persons whomsoever, and any and all loss or destruction of or damage to any real or personal property adjacent to the Premises, caused by Tenant or any of its employees, managers, members , officers, contractors , subcontractors, materialmen, suppliers , workmen, laborers , subtenants , renters, customers, invitees, licensees , servants or agents. D. The foregoing indemnities shall not apply to any injuries, death , claims , losses , damages and expenses arising solely as a result of any negligence or intentional acts of Landlord or its officers, employees, contractors or agents. 2. Appear and Defend. Tenant further agrees that it will appear and defend at its own expense, in the name and on behalf of Landlord , all claims or suits for injuries to or death of persons or loss or destruction of or damage to property arising or growing out of or in any manner connected with or caused or occasioned by or in connection with its indemnities set forth in Article 9 .1 above. 3. Tenant's Insurance. From and after the Effective Date of this Lease and continuing in full force and effect at all times thereafter throughout the entire Term of this Lease, at Tenant's sole cost and expense for the benefit of Landlord, Tenant, and any Mortgagee under a Leasehold Mortgage, as named insured, as their respective interests may appear, the Tenant shall maintain Commercial General Liability insurance for bodily injury, personal injury, and death and property loss , destruction , and damage including contractual liability by which the insurer(s) without exclusion, insure to the extent of the policy(ies) limits the liabilities and indemnities assumed by the Tenant under this Article 9, with a minimum combined single limit of not less than $25 ,000 ,000.00 per occurrence and in the aggregate, with a deductible in amount which is commercially reasonable . In the event this Lease is assigned and assumed by Weingarten Miller Sheridan LLC , payment of the deductible shall be guaranteed by Weingarten Realty Investors , a Texas real estate investment trust in accordance with the terms of its limited guaranty as referred to in Section 2 of Article 7. Coverage shall include, but shall not be limited to, contractual liability, personal injury and death , owners and contractors protection, elevator liability, liquor liability (to the extent applicable), products and completed operations, explosion , collapse and underground coverage. These insurance requirements shall in no way limit or modify any of the liabilities, indemnities, or obligations of Tenant under any provision of this Lease. 4 . Insurance Policies and Certificates. All of the insurance policies required pursuant to Article 9.3 shall be written with companies licensed to do business in the State of Colorado , with a financial rating of VIII or better and a policyholder's rating of A !CONFIRM) or better in the latest edition of Best's Rating Guide on Property and Casualty In surance Companies ( or equivalent, if such guides is no longer published), and such policies shall provide that Landlord shall be given a minimum of thirty (30) days' written not ice by any such insurance company prior to the cancellation, termination , or alteration of the terms or limits of such coverage. Copies of such policies shall be delivered to Landlord endorsed premium paid by the company or agent issuing the same, or accompanied by other evidence satisfactory to Landlord that the premiums thereon have been paid. Such policies and evidence of payment shall be delivered to Landlord prior to or concurrent with the first entry upon the Premises , or any portion I 12S H 2 4 doc 41 ~~1'1 -0 '1 14 thereof by Tenant, its contractors and subcontractors. Upon expiration of such policy, a new policy with the required endorsements attached , plus evidence of premium payment, shall be delivered to Landlord not less than thirty (30) days prior to the expiration of the then current policy term. At no time shall the amount of any deductible under any policy of insurance required hereunder exceed the amount customarily provided for similar type properties in the metropolitan Denver, Colorado area. The liabil ity insurance requirements hereunder shall be reviewed by Landlord and Tenant every three (3) years for the purpose of determining the adequacy of the limits and mutually adjusting (in consultation with their respective insurance advisors , if there are any) the minimum limits of such insurance from time to time to limits which shall be reasonable and customary for similar facilities of like size and operation. if the parties are unable to mutually agree upon the adequacy of the then existing limits or any new limits at least ninety (90) days prior to the expiration of an existing policy or policies, the parties shall mutually agree upon an independent insurance advisor with experience in securing or writing policies of insurance for similar facilities of like size and nature, who shall thereupon determine the adequacy of the then existing limits and/or establish the new limits for the insurance policies hereunder with respect to which the parties cannot agree . If the Tenant fails to obtain insurance policies in accordance with such independent insurance ad visor 's determination, the Landlord may petition the District Court for an order requiring Tenant to obtain insurance in accordance with the requirements of this Lease. 5 . Blanket Insurance. Nothing in this Article 9 shall prevent Tenant from taking out insurance of the kind and in the amount required under a blanket insurance policy or policies (copies of which shall be delivered to Landlord) which may cover other properties owned or operated by Tenant or its affiliates as well as the Premises, Improvements, and Buildings ; provided, however, that any such policy of blanket insurance of the kind provided for : (i) shall specify therein the amount required by Article 9 to be carried by Tenant and shall furnish Landlord and the holder of any leasehold mortgage on the Premises, Improvements, and Bu ildings with a written statement from the insurers under such policy(ies) specifying the amount of the total insurance allocated to the Premises, Improvements, and Buildings ; and (ii) that such policies of blanket insurance shall , with respect to the Premises, Improvements, and Bu ildin gs, contain th e variou s pro vis ions required by the pro vision s of Article 9 . 6. Unearned Premiums. Upon any ex piration of the Lease, any u nearned premiums paid by Tenant occasioned by the short rate cancellation of such policy(ies) shall be payable to Tenant. Article 10 Damage or Destruction I . Damage and Destruction. If the Premises or any of the Improvements are damaged or destroyed during the Term of this Lease by a fire or other casualty ("Cas ualty"), this Lea e shall continue in effect , unless Tenant elects to terminate this Lease by giving written notice to Landlord within one hundred eighty (180) days of the date of the Casualty specifying a date of termination within sixty (60) days after the date of the notice, in which event, Tenant shall remove and ra ze the portion of the Premises which is damaged , remove and di po e of all ll.~112 4doc 41:?:?,1,(I 6 15 hazardous materials in accordance with applicable legal requirements, and, at Landlord's election, level and either pave over or seed such portion of the Premises, and pay off and discharge any Leasehold Mortgage. The balance, if any, of any insurance proceeds shall be retained by Tenant. In no event shall Tenant have any claim for refund of any rent paid hereunder or any other payments made in connection with this Lease. Article 11 Eminent Domain It is the understanding of Landlord and Tenant that under the applicable law, the Premises are not subject to being taken under power of eminent domain. However, should the Premises or any portion thereof hereafter become subject to such taking, the parties agree as follows: 1. Automatic Termination. If, after the execution of this Lease and prior to the expiration of the Term, the whole of the Premises shall be taken under power of eminent domain by any public authority, or conveyed by Landlord to said authority in lieu of such taking (collectively, "Condemnation"), then this Lease and the Term shall cease and terminate as of the date of such taking, subject, however, to the right of Tenant, at its election, to continue to occupy the Premises, subject to the terms and provisions of this Lease, for all or such part, as Tenant may determine, of the period between the date of such taking and the date when possession of the Premises shall be taken by the taking authority, without any refund of any rent or other charges, if any, paid in advance by Tenant. In no event shall Tenant have any claim for refund by Landlord of any rent paid hereunder or any other payments made in connection with this Lease. 2. Termination Right. If, after the execution of this Lease and prior to the expiration of the Term, any Condemnation shall result in a taking of any portion of the Improvements, or any portion of the Premises, which taking in Tenant's sole discretion materially impedes or interferes with access to the Premises, or materially affects the conduct of Tenant's business as theretofore conducted at the Premises, then Tenant may, at its election, terminate this Lease by giving Landlord notice of the exercise of Tenant's election within one hundred eighty (l 80) days after Tenant shall receive notice of such taking. Without limiting the generality of the foregoing , any taking of any portion of the Buildings shall automatically invoke the foregoing termination rights. ln the event of termination by Tenant under the provisions of this Article, this Lease and the Term shall cease and terminate as of the date of such taking, subject to the right of Tenant, at its election, to continue to occupy the Premises , subject to the terms and pro visions of this Lease, for all or such part as Tenant may determine for the period between the date of such taking and the date when possession of the Premises shall be taken by the appropriating authority, without refund of any rent or other charges, if any, paid in advance by Tenant. In no event shall Tenant have any claim for refund by Landlord of any rent paid hereunder or any other payments made in co nnection with this Lease . 3. Restoration . In the event of a Condemnation with respect to which Tenant shall not ha ve the right to elect to tenninate this Lease or, having such right , shall not e lect to tcnninate thi s Lease, thi s Lease and th e Tenn shall continue in full force and effect for that portio n of the Premi ses which shall not ha ve been expropriated or tak e n . 11 ::!.ql. -Id,..: 41 ::!::!~(,.(1!(6 16 4. Award -Lease Not Terminated. In the event of a Condemnation of any portion of the Premises and/o r the Improvements more than ten ( 10) years prior to the end of the Lease Tenn or any Option Tenn , and the Lease is not terminated, the award paid by the condemning authority shall be paid to Tenant. 5. Award -Lease Terminated. In the event of a Condemnation and the Lease is terminated , or a Condemnation ten (10) years or less to the end of the Lease Term or Option Tenn as herein provided and the Lease is not tenninated, the award paid by the condemning authority shall be allocated as follows : A. The Leasehold Mortgagee first shall be paid the balance due on any note and Leasehold Mortgage; then B. Second, to Landlord up to an amount equal to Landlord 's residual interest in the land value of the Premises taken; and C. Third, the balance of the award to Tenant. 6. Termination. In the event of any termination of this Lease as the result of the provisions of this Article, the Parties, effective 'as of such termination, shall be released, each to the other, from all liability and obligations thereafter arising under this Lease, and this Lease shall become null and void and of no further force or effect, except as to the allocation of an award in the condemnation. Article 12 [INTENTIONALLY OMITTED) Article 13 Default 1. Remedies Upon Tenant's Default. In the event Tenant (and regardless of the pendency of any bankruptcy, reorganization, receivership, insolvency or other proceedings in la w , in eq uity o r b efore any administrative tribunal which have or might have the effect of preventing Tenant from complying with the terms of this Lease) shall at any time be in default in the observance or performance of any of the covenants and agreements required to be observed by Tenant hereunder (a "Default"), and any such Default shall continue for a period of thirty (30) days after written notice to Tenant and to any and all Leasehold Mortgagee(s) for monetary obligations and six ty (60) days after written notice to Tenant and to any and all Leasehold Mortgagee(s) for a ll o th er obligations (or if such Default is incapable of being c ured in a rea onable manner within sixty (60) days, and Tenant or a Leasehold Mortgagee has not commenced to c ure the same within said sixty (60) day period and thereafter diligently prosecutes the same to completion) and Tenant or any Leasehold Mortgagee shall not thereafter cure s uch Default , th e n Landlord shall be entitled as its sole remedy to (a) bring suit for the collection of the rent or o ther amounts for which Tenant may be in default, or for the performance of any o ther covenant or agreement devolving upon Tenant and/or (b) cure s uch Default and s eek reimburs ement from Tenant for the co t of curi ng the Default , together with 11 ~ 11 1 4 .1,,c 41 11 \h (I II 17 interest at a per annum rate equal to the Prime Rate plus five percent (5%), all without entering into possession or terminating this Lease. For purposes of this Lease, Prime Rate shall be the prime rate published in the Wall Street Journal or other comparable publication in the Wall Street Journal is no longer published, adjusted with each change in the prime rate. In the event Tenant breaches the restrictions on use set forth in Article 19.1, Landlord shall be entitled to immediate injunctive relief. Landlord's rights herein shall be subject in all respects to the provisions of Article 18 below. 2. Remedies Upon Landlord's Default. In the event Landlord shall at any time be in default in the observance or performance of any of the covenants and agreements required to be performed and observed by Landlord hereunder and any such default shall continue for a period of sixty (60) days after written notice to Landlord (or if such default is incapable of being cured in a reasonable manner within sixty (60) days and if Landlord has not commenced to cure the same within said sixty (60) day period and thereafter diligently prosecutes the same to completion), and Landlord shall not thereafter cure such default, Tenant shall be entitled, at its election, to bring suit for the collection of any amounts for which Landlord may be in default, or for the performance of any other covenant or agreement devolving upon Landlord, without terminating this Lease, in addition to all remedies otherwise provided in this Lease and otherwise available at law or in equity under the laws of the United States or the State of Colorado. 3. Attorneys' Fees. In the event that either Landlord or Tenant commences any action for the collection of any amounts for which the other may be in default or for the performance of any other covenant or agreement hereunder, the prevailing Party in any such action shall be awarded its costs and expenses, including, but not limited to, all attorneys' fees and expenses incurred in enforcing such obligations and/or collecting such amounts, from the other Party to such action. 4. Waiver of Consequential Damages. In no event shall either Landlord or Tenant have the right to recover consequential damages of any kind from the other. Except as limited hereinabove, all rights and remedies may be exercised and enforced concurrently and whenever and as often as Landlord or Tenant shall deem necessary. Nothing contained herein shall preclude, or be deemed a waiver, of Landlord's right to recover damages sustained by Landlord which result from any activity that affects the physical play of Landlord 's adjacent golf course, including but not limited to the drainage swale which Tenant intends to install on the western line of the Premises. Landlord acknowledges that Tenant intends to develop the Premises as a retail shopping center; Landlord agrees that Tenant sha ll not be liable for damages arising solely from the activity occ urring in connection with such retail operation; provided such activity does not result in an adverse physical condition of Landlord's adjacent golf course which impairs the physical play of the golf course. Tenant agrees that Landlord shall not be liable for damages arising from Landlord's operation of it s adjacent golfcourse or arising from the use of such co ur se by any other party, includin g but not limited to damages arising from golf balls landing on the Leased Premises . 1125312 4 doc 412236-0ll6 Article 14 Covenant of Quiet Enjoyment Landlord agrees that Tenant shall quietly and peaceably hold , possess , and enjoy the Premises, without any hindrance or molestation by the agents or employees of Landlord , and further, Landlord shall , and any additional exceptions created by Tenant or created by Landlord and approved by Tenant, defend the title to the Premises and the use and occupancy of the same by Tenant against the lawful claims of all persons whosoever, except those claiming by or through Tenant. Tenant's use of the Premises shall not result in an adverse condition of the physical condition of Landlord 's adjacent golf course which impairs the physical play of the golf course. In no event shall Landlord be liable for , or otherwise be responsible for , any injury or damage to the Premises or property of Tenant 's subtenants, or their employees , guests , in v itees or any other person arising from the operation of Landlord 's adjacent golf course, including but not limited to any claim arising from golf balls landing on the Premises. Article 15 Subordination; Landlord's Right to Mortgage and Convey Premises Landlord may mortgage its interest in the Premises , provided such mortgage expressly provides that the rights and interests of the mortgagee thereunder are subject and subordinate to the rights and interests of Tenant hereunder and the rights of any Leasehold Mortgagee under any Leasehold Mortgage then or thereafter existing. Should Landlord sell , convey, or transfer its interest in the Premises or should any mortgagee of Landlord succeed to Landlord's interest through foreclosure or deed in lieu thereof, Tenant shall attorn to such succeeding party as its landlord under this Lease promptly upon any such succession, provided such succeeding party assumes all of Landlord's duties and obligations under this Lease . Such succeeding party shall not be liable for any of Landlord's obligations and duties hereunder prior to its assumption of Landlord's duties and obligations hereunder, except that Tenant shall be entitled to any offsets or defense which may have arisen prior to such succeeding party's assumption, which such offsets or defenses are specifically provided herein or are otherwise permitted by law. Article 16 Transfers by Landlord No transfer or sale of Landlord's interest hereunder shall release Land lord from any of its obligations or duties hereunder prior thereto . Landlord shall be released of any ongoing obligations hereunder from and after the date of such transfer and only upon the assumption of all such obligations and d uties by the transferee of Landlord. Notwithstanding anything contai ned herein to th e con trary, in no event shall Landlord have the right to transfer, in any mann er whatsoever, or to sell its int erest h ereund er prio r to deli very of po ssession of th e Premises to Ten ant. 11 253 12 4 d IC 41 2216 -086 19 Article 17 Miscellaneous I. Non-Waiver of Default. No acquiescence by either Party to any default by the other Party shall operate as a waiver of its rights with respect to any other breach or default, whether of the same or any other covenant or condition. 2. Recording. This Lease shall not be recorded. The parties shall execute, acknowledge, and deliver to each other duplicate originals of a short form or memorandum of this Lease ("Memorandum of Lease") in substantially the form of Exhibit C attached hereto and incorporated herein, describing the Premises and setting forth the Term of this Lease. The Memorandum of Lease shall be recorded at Tenant's expense. If Tenant terminates this Lease, upon request of Landlord, Tenant will execute and deliver to Landlord a termination of the Memorandum of Lease suitable for recording. 3. Notice. Any notice, request, offer, approval, consent, or other communication required or permitted to be given by or on behalf of either Party to the other shall be given or communicated in writing by personal delivery, reputable overnight courier service which keeps receipts of deliveries (i.e., Federal Express), or United States certified mail (return receipt requested with postage fully prepaid) or express mail service addressed to the other Party as follows: If to Tenant: With copies to: If to Landlord: With copies to: Sheridan Redevelopment Agency 4104 South Federal Boulevard Sheridan, CO 80110-5399 Attention: Executive Director Windholz & Associates 1650 38th Street, Suite 103 W Boulder, Colorado 80301 Attn : Jim Windholz Esq. City of Englewood 1000 Englewood Parkway Englewood, Colorado 80110 Attention: City Manager City of Englewood 1000 Englewood Parkway Englewood, Colorado 80110 Attention: City Attorney or at such other address as may be specified from time to time in writing by either Party. All such notices hereunder shall be deemed to have been given on the date personally delivered or the date marked on the return receipt , unless delivery is refused or cannot be made, in which case the date of po stmark shall be deemed the date notice has been given . 1125312 _ 4 .doc 412236·086 20 4. Successors and Assigns . All covenants , promises, conditions, representations , and agreements herein contained shall be binding upon , apply to , and inure to the benefit of the Parties hereto and their respective heirs , executors , administrators, successors (including subtenants), and permitted assigns. 5 . Partial Invalidity. If any provision of this Lease or the application thereof to any person or circumstance shall to any extent be held in valid , the remainder of this Lease or the application of such provision to persons or circumstances other than those as to which it is held invalid shall not be affected thereby , and each provision of this Lease shall be valid and enforceable to the fullest extent permitted by law. 6. Interpretation. In interpreting this Lease in its entirety, any additions written or typed thereon shall be given equal weight , and there shall be no inference, by operation oflaw or otherwise, that any provision of this Lease shall be construed against either Party hereto . This Lease shall be construed without regard to any presumption or other rule requiring construction against the Parties causing this Lease to be drafted . 7 . Headings, Captions, and References. The section captions contained in this Lease are for convenience only and do not in any way limit or amplify any term or provision hereof. The use of the terms "hereof," "hereunder," and "herein" shall refer to this Lease as a whole, inclusive of the Exhibits , except when noted otherwise. The terms "include," "includes," and "including" incorporate the meaning "without limitation." The use of the masculine or neuter genders herein shall include the masculine, feminine , and neuter genders and the singular form shall include the plural when the context so requires . 8. Governing Law. This Lease shall be construed under the laws of the State of Colorado. 9 . Execution of Documents. Landlord and Tenant shall each cooperate with the other and execute such documents as the other Party may reasonably require or request so as to enable it to conduct its operations, so long as the requested conduct or execution of documents does not derogate or alt er the powers, rights , duties , and responsibilities of the respective Parties . I 0 . Force Majeure. Whenever a party is required to perform an act under this Lease b y a certain tim e, unless spec ifically pro vided oth erwi se in this Lease, such party may extend the deadl ine in th e event of Exc usa bl e De lay. In th e event a p arty elects to so extend a deadl ine, such party sh a ll first give written notice to the other party within twenty (20) days fo ll owing the commencement of the Exc usa b le De lay setting forth the event givi ng rise to the Excusabl e Delay. T he party e lecting to exte nd the deadline shall with in twenty (20) d ays fo ll owi n g th e end of th e Exc usabl e Delay g ive an addit ional writt en not ice to the other party settin g forth the number of d ays th e period ha s b een ex tend ed as a res ult o f the Exc usabl e De la y and th e detail s of s uch de lay. 11 . Waiver of La ndl ord 's Lien . La ndl ord h ereb y wa ives any lien it m ay have fo r rent aga ins t any and all of th e pro pert y of any of Te nant's subl essees of an y port io n of th e Prem ises. 11 253 12 4 doc -' 12236-0 6 21 Article 18 Leasehold Financing 1. Mortgage by Tenant. Tenant may, from time to time, hypothecate, mortgage, pledge, or alienate the Improvements and/or Tenant's leasehold estate and rights hereunder. Such lien shall be referred to herein as a "Leasehold Mortgage" and the holder or holders of any such lien shall be referred to herein as a "Leasehold Mortgagee." The Leasehold Mortgagee's interest in the Premises and this Lease shall be subordinate, junior and subject to Landlord's ownership of the Premises and interest in this Lease. A Leasehold Mortgage shall encumber no interest in the Premises other than Tenant's interest in the Lease and the Improvements located on the Premises, including any personal property of Tenant, and any subleases of portions of the Premises. A Leasehold Mortgagee or its assigns may enforce such lien and acquire title to the leasehold estate in any lawful way and, pending foreclosure of such lien, the Leasehold Mortgagee may take possession of and operate the Premises, performing all obligations performable by Tenant, and upon foreclosure of such lien by power of sale, judicial foreclosure, or acquisition of the leasehold estate by deed in lieu of foreclosure, the Leasehold Mortgagee may sell and assign the leasehold estate hereby created. Notwithstanding anything herein contained to the contrary, the Leasehold Mortgagee or any person or entity acquiring such leasehold estate shall be liable to perform the obligations imposed on Tenant by this Lease only during the period such person has ownership of said leasehold estate or possession of the Premises. Landlord agrees to provide an estoppel to any Leasehold Mortgagee upon written request therefor, provided such estoppel does not obligate Landlord to acknowledge or consent to any modifications or interpretations of this Lease not previously agreed upon by both parties in writing. 2. Notice To and Rights Of Leasehold Mortgagees. A. When giving notice to Tenant with respect to any default hereunder, Landlord shall also serve a copy of such notice upon any Leasehold Mortgagee who shall have given Landlord a written notice specifying its name and address . No such notice shall be effective against any Leasehold Mortgagee unless and until served on any Leasehold Mortgagee as herein provided . In the event Tenant shall default in the performance of any of the terms , covenants, agreements , and conditions of this Lease to be performed on Tenant's part, any Leasehold Mortgagee shall have the right, within the grace period available to Tenant for curing such default or such additional time as may be granted to any Leasehold Mortgagee herein, to cure or make good, such default or to cause the same to be cured or made good, whether the same consists of the failure to pay rent or the failure to perform any other obligation , and Landlord shall accept such perfonnances on the part of any Leasehold Mortgagee as though the same had been done or performed by Tenant. B. In the case of a default by Tenant in the payment of money, Landlord will take no action to effect a termination of this Lease by reason thereof unless such default has continued beyond forty-ti ve ( 45) days after Landlord shall have served a copy of such notice upon Tenant and any Leasehold Mortgagee who has given Landlord notice as provided in Article 18 .2.A above, it being the intent hereof and the understanding of the parties that any Leasehold Mortgagee shall be allowed not less than fifteen (15) days in 11 25312 4 .doc 4122 6 -086 22 addition to the thirty (30) days granted to Tenant to cure any default of Tenant in the payment of rent or in the making of any other monetary payment required under the terms of this Lease. C . In the case of any other default by Tenant, it being the intent hereof and the understanding of the parties that any Leasehold Mortgagee shall be allowed , in addition to any grace period granted to Tenant, an additional time as hereinafter specified to cure a non-monetary default of Tenant, Landlord shall take no action to effect a termination of the term of this Lease by reason thereof unless such default has continued beyond the grace period available to Tenant for curing said default , and then only after Landlord shall have served a copy of a notice upon any Leasehold Mortgagee who has given Landlord notice as provided in subparagraph Article 188.2.A above, in the payment of rent or in the making of any other monetary payment required under the terms of this Lease within which either: a) to commence and diligently proceed to cure within thirty (30) days such default, if such default is susceptible of being cured by the Leasehold Mortgagee without obtaining possession of the Premises ; b) to commence within thirty (30) days and diligently proceed to obtain possession of the Premises (including possession by a receiver) and to cure such default within thirty (30) days following possession or the appointment of a receiver in the case of a default which is susceptible of being cured when the Leasehold Mortgagee has obtained possession thereof; or c) if such default is not susceptible of being cured by obtaining possession (including possession by a receiver) to institute foreclosure proceedings within thirty (30) days and thereafter to complete such foreclosure proceedings or otherwise acquire Tenant's interest under this Lease with reasonable and continuous diligence. A Lea sehold Mortgagee shall not be required to continue such po ssession or continue such foreclosure proceedings if the default which prompted the service of such a notice has been cured . D . In th e event th at thi s Lea se is terminated by Landlord on account of any defa ult, Landl ord shall give pro mpt noti ce thereo f to each Leasehold Mort gag ee who has given notice to be notified. Land lord , within thirty (30) days after receivi ng a written request therefor, which shall be given within sixty (60) days after such termination, will execute and de liver a new lease of the Premises to the Leaseho ld Mortgagee or its nominee or to the purchaser, assignee, or tran sferee, as the case may be, for the remainder of the term of this Lease, co ntai ning th e same covenants, agreement s, term s, prov isions, and limi tations as are co n tai ned herei n, pro vi ded th at th e Leaseho ld Mort gagee sh all (i) pay to Lan dl o rd , sim ult aneo usly wi th th e delive ry of s uch new lease, a ll unpaid rent a l du e under this Lease up to and incl udi ng the date of th e co mm e ncement of th e term of s uch new lease an d all expenses incl ud ing, wi th o ut limitat io n, reaso nabl e att orn eys' fees a nd di bur ements and court costs inc urred by La nd lord in connection with th e default b y Tenant aod the termination and t he pre paration of the new lease, and (ii) the Leaseho ld 11 2B 12 4 .doc 41 2:?\6-0 6 23 Mortgagee shall commence and diligently proceed to cure all defaults existing under this Lease. E. As long as there is a Leasehold Mortgagee, neither the bankruptcy nor the insolvency of Tenant shall operate or permit Landlord to terminate this Lease as long as all rent specified above and all other charges of whatsoever nature payable by Tenant continue to be paid in accordance with the term of this Lease. In the event of a filing of a petition in bankruptcy by the Tenant, and the Tenant rejects this Lease under Section 365 of the Bankruptcy Code (or any replacement thereof), the Landlord shall , upon the request of a Leasehold Mortgagee which has been approved by Landlord, affirm this Lease, and the Landlord will enter into a new lease on the same terms and conditions with the Leasehold Mortgagee immediately upon Tenant's rejection of this Lease. In the event of a filing of a petition in bankruptcy by the Landlord, and the Landlord rejects this Lease and the Tenant does not affirm it, a Leasehold Mortgagee will have the authority to affirm this Lease on behalf of the Tenant and to keep the Lease in full force and effect. F. The time available to a Leasehold Mortgagee to initiate foreclosure proceedings as aforesaid shall be deemed extended by the number of days of delay of occasioned by judicial restriction against such initiation or occasioned by other circumstances beyond the Leasehold Mortgagee's control. G. During the period that a Leasehold Mortgagee shall be in possession of the Premises and/or during the pendency of any foreclosure proceedings instituted by a Leasehold Mortgagee, the Leasehold Mortgagee shall pay or cause to be paid all charges of whatsoever nature payable by Tenant hereunder which have been accrued and are unpaid and which will thereafter accrue during said period. Following the acquisition of Tenant's leasehold estate by the Leasehold Mortgagee or its designee, either as a result of foreclosure or acceptance of an assignment in lieu of foreclosure, the Leasehold Mortgagee or party acquiring title to Tenant's leasehold estate, whereon Landlord's right to effect a termination of this Lease based upon the default in question shall be deemed waived. Any default not susceptible of being cured by the Leasehold Mortgagee or party acquiring title to Tenant's leasehold estate shall be and shall be deemed to have been waived by Landlord upon completion of the foreclosure proceedings or acquisition of Tenant's interest in this Lease by any purchaser (who may, but need not be, the Leasehold Mortgagee) at the foreclosure sale, or who otherwise acquires Tenant's interest from the Leasehold Mortgagee or by virtue of a Leasehold Mortgagee's Exercise of its remedies . Any such purchaser, or successor of purchaser, shall not be liable to perform the obligations imposed on Tenant by this Lease incurred or accruing after such purchaser or successor no longer has ownership of the leasehold estate or possession of the Premises. H. Nothing herein shall preclude Landlord from exercising any of Landlord's rights or remedies with respect to any other default by Tenant during any period of any such forbearance, subject to the rights of any Leasehold Mortgagee as herein provided . 1. In the event two or more Leasehold Mortgagees each exercise their rights hereunder and there is a conflict which renders it impossible to comply with all such reque st s, the Leasehold Mortgagee whose leasehold mortgage would be senior in priority 112~312 4 .doc 412236-0 6 24 if there were a foreclosure shall prevail. In the event any Leasehold Mortgagee pays any rental or other sums due hereunder which relate to periods other than during its actual ownership of the leasehold estate, such Leasehold Mortgagee shall be subrogated to any and all rights which may be asserted against Landlord with respect to such period of time. Upon the reasonable request of any Leasehold Mortgagee, Landlord and Tenant shall cooperate in including in this Lease by suitable amendment from time to time any provision for the purpose of implementing the protective provisions contained in this Lease for the benefit of such Leasehold Mortgagee in allowing such Leasehold Mortgagee reasonable means to protect or preserve the lien of its proposed Leasehold Trust Deed on the occurrence of a default under the terms of the Lease. Landlord and Tenant shall execute, deliver, and acknowledge any amendment reasonably necessary to affect any such requirement; provided , however, that any such amendment shall not in any way affect the term or rental under this Lease nor otherwise in any material respect adversely affect any rights of Landlord under this Lease or impose any additional liability or risk on Landlord. Article 19 Additional Provisions 1. Restrictions. Tenant agrees to prohibit occupancy of the Premises by Wal-Mart, by any office product sellers ( excluding sellers using less than 20% of their floor space to sell office supplies), pet supply sellers (excluding sellers using less than 20% of their floor space to sell pet supplies), full service sporting goods sellers like Sports Authority, and Dick's Sporting Goods , so long as tenants with such uses are in operation in the City Center Englewood Shopping Center are in operation , and for two years after such uses are no longer present at the City Center Englewood Shopping Center. 2. Open Space Plan. Tenant will facilitate and make reasonable efforts to enlist the cooperation and participation , of the City of Sheridan in the South Platte River Open Space. 3. Englewood Golf Complex. Unless this Lease is terminated pursuant to Article 3.2.G or 3.3.D, Tenant shall be responsible for the cost of rebuilding the Englewood golf complex in accordance with the terms and conditions of the Development Agreement. 4. New Road: Landlord's access. Tenant intends to construct a road running from north to south on the western portion of the Premises and immediately to the east of a drainage swale to be constructed by Tenant ("New Road"). Landlord shall have the right , at its sole cost, to obtain access from the New Road to its adjacent property, which access shall be at not more than 2 locations to be determined by Landlord . The access points and Landlord's use of the access and road shall comply with all app licab le laws an d regulations, and Landlord shall pay any cost or incremental cost resu lt ing from such access. 5. Non-material Amendments requested by Sub-lessees. Upon the reasonable request of any Sub-lessee, Landlord shall coo perate in including in this Lease suitable amendments from time to time, provided , however, that any such amendment shall not in any way affect the business terms between Landlord or Tenant, including but not limited to the I 12S3 12 4 due 41-:!'b-O 6 25 rental or lease term under this Lease nor otherwise in any material respect adversely affect any rights of Landlord under this Lease or impose any additional liability or risk on Landlord. 6 . Public Indemnification. So long as the Tenant under this Lease is a public or quasi-public entity, any indemnification by the Tenant as provided in this lease shall be enforceable against the public or quasi-public entity only the extent such entity has the legal authority and power to provide such indemnity. Article 20 Representations of Landlord and Tenant 1. Representations of Landlord. Except as otherwise disclosed on Schedule l attached hereto, Landlord represents and warrants to Tenant that, as of the Effective Date: A. Landlord is a Home Rule Municipal Corporation validly existing under the laws of the State of Colorado. Landlord has the full right , power and authority to enter into this Agreement and to perform Landlord 's obligations hereunder. B. This Agreement (i) has been duly authorized , executed, and delivered by Landlord ; and (ii) is the binding obligation of Landlord. C . Landlord has not granted , other than to Tenant, any outstanding option , right of first refusal or any preemptive right with respect to the purchase of all or any portion of the Premises . D. To the best of Landlord 's knowledge, the Premises and use and occupancy thereof is not in violation of any laws and no written notice of such violation has been received by Landlord and , except as noted in the following sentence, is not the subject of any existing, pending, or threatened investigation or inquiry by any governmental authority or subject to any remedial obligations under any laws pertaining to or relating to hazardou s materials or other Environmental Conditions . Tenant acknowledges that it has been advised that the Premises are subject to ongoing in vestigation and supervision by a ppli cabl e agenc ies or de partments of the State of Colorado with regard to the Environmental Conditions existing o n the Prem ises. E. There are no unrecorded easements or rights-of-way affecting any or all of the Premises except the sanitary sewer interceptor lines as previously disclosed by Lan dl ord to Tenant. F. No laws uit h as been fil ed again st La ndl ord regardin g th e Prem ises. G . Except as noted in th e fo ll ow ing sent ence, th ere are no oth er leases, agreements or contrac t s in existe nce re latin g to th e Prem ises, in cluding, without limi tation, tenant leases, service con trac ts, or m anagement agreements. Land lord currentl y has an agreement with the City of Sheri dan for payment in lie u of taxes , has agreement with various concessionaires operating in its golf course facility , has one or 11 253 12 4 .doc 412236-()86 26 more sign agreements for advertising at its golf course, and has agreements relating to the Golf Course Enterprise Revenue Refunding Bonds, Series 2003 . None of the forgoing agreements create any obligations, restrictions or limitations relating to the Premises or its use, nor conflict with any provisions of this Lease . H . Landlord has received no notice from any insurance company with respect to the cancellation of any policy concerning the Premises or refusal of the insurance company to insure the Premises. I. There are no oral agreements affecting the Premises . J. There is no litigation pending with respect to the Premises relating to any environmental law violations . Landlord and Tenant acknowledge that a portion of the Premises consists of a landfill which was closed several years ago . Except as disclosed with respect to the Environmental Conditions at the Premises, and as may be otherwise ascertainable by Tenant through its own investigations and due diligence, no notice of any violation of Environmental Laws or r other written communication pertaining to Environmental Conditions at the Premises has been received by Landlord from a go v ernmental agency. K. There are no agreements , commitments or understandings by or between Landlord and any third party pursuant to which (i) Landlord agrees to make the Prem ises part of any special as sessments, special district, or taxing district ("Assessments"), or (ii) Landlord or its succes sors in interest are required to sell , grant or dedicate any part of the Premises or to grant any easement, water rights , rights-of-way, road or license for ingres s and egress or other use in respect to any part of the Premises , whether on account of the development of adjacent or nearby real property or otherwise. Landlord has no knowledge of any Assessments being contemplated . L. Landlord has no knowledge of any fact , condition , or action , present, contemplated, or threatened , which would or may result in the termination or impairment of a ccess to and from the Premises as such acces s presently exists, and Landlord is not in violation of any easem ents, rights-of-way, conditions, covenants and re strictions , li censes, or other agre ements burdening the Premi ses. 2. Representations of Tenant. Except as otherwise disclosed on Schedule 1 attached hereto , Tenant represents and warrants to Landlord that , as of the Effective Date : A . Tenant is an Urban Renewal A uthority, validly existing under the laws of th e State of Colorad o. Tenant h as the fu ll right, power an d auth ority to ent e r into this Agreement and to perform Tenant's obl igations h ereund er. B. Th is A&rreement (i) has been d uly authorized , executed , and de livered by Tenant; and (ii) is th e bin ding ob ligatio n of Tenant. 11 253 12 4 .doc 4 12236-0 6 C . No law uit ha s been filed against Tenant regarding the Premises . 27 D. Tenant has received no notice from any insurance company of any refusal of the insurance company to insure the Premises. E. There are no oral agreements made by Tenant affecting the Premises. Article 21 Right of First Refusal to Purchase 1. Right of First Refusal. Landlord does hereby grant Tenant a right of first refusal to purchase the Premises and any portion thereof ("Refusal Property"), to be exercised by Tenant anytime during the Lease Term, in accordance with and subject to the following provisions: A. If at any time during the Lease Term, Landlord shall receive a bona fide offer, other than at public auction , from a third person, for the purchase of the Refusal Property, which offer Landlord shall desire to accept, Landlord shall promptly deliver to Tenant a copy of such offer and Tenant may, within thirty (30) days thereafter, elect to purchase the Refusal Property on the same terms as those set forth in such offer, except as provided below. B. If Tenant shall not accept such offer within the thirty (30) day period, said right of first refusal shall be deemed to have been waived and Tenant shall not have the right to purchase the Refusal Property as to the portion of the Refusal Property specified in the offer, but this Lease shall continue otherwise on all of the terms as those set forth. If the offer only pertains to a portion of the Premises, Tenant's right of first refusal shall remain in effect as to the portion of the Premises not included in such offer. If Landlord does not consummate the sale of the Refusal Property, Tenant's right of first refusal shall remain in effect. C. If the offer received by Landlord contains property in addition to the Refusal Property, Tenant shall be obligated to exercise its rights as to only the Premises, or portion thereof covered in the offer, and there shall be an equitable adjustment of the price. 112 124doc 41223fl-O 6 (Remainder of Page Intentionally Left Blank) 28 IN WITNESS WHEREOF, this Lease has been executed as of the date written above. 11 253 12 4doc 4122 6-0 6 LANDLORD: CITY OF ENGLEWOOD A home rule municipal corporation By: Mayor TENANT: SHERIDAN REDEVELOPENT AGENCY a ___________ _ By: Title: 29 1125 12 4 doc 4122 6-086 EXHIBIT A DESCRIPTION OF PREMISES 112531 2 4 .doc 412236-086 EXHIBIT B ASSEMBLAGE 2 112S 12 4 doc 412:? 6-0 6 EXHIBITC MEMORANDUM OF LEASE 3 11251124 .d 4 12216-081, EXHIBIT A DESCRIPTION OF PREMISES r-i·~ ~ EXHIBIT A SHEET 1 OF 5 PREMISES DESCRIPTION A LEASE PREMISES LOCATED IN SECTION 4, TOWNSHIP 5 SOUTH, RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN ; COUNTY OF ARAPAHOE, STATE OF COLORADO ; BEING MORE PARTICULARLY DESCRIBED AS FO LLOWS COMMENCING AT A WITNESS CORNER, BEINGS 89°56'50 " W, 50 .14 FEET DISTANT FROM THE CALCULATED POSITION OF THE NORTH QUARTER CORNER OF SAID SECTION 4 AND MONUMENTED BY A 3" BRAS S CAP STAMP D "PLS 22571", WHENCE THE NORTHWEST CORNER OF SAID SECTION 4, AS MONUMENTED BY A 2-1/2" ALUMINUM CAP, STAMPED PLS 11434, BEARS S 89°56'50" W, A DISTANCE OF 2 ,605 .26 FEET WITH ALL BEARINGS CONTAIN D HEREIN BEING RELATIVE THERETO; THENCE ALONG THE NORTH LINE OF THE NORTHWEST QUART ER O SAID SECTION 4, N 89°56'50" E, A DISTANCE OF 50.14 FEET TO THE CALCULATED POSITION OF THE NO RTH QUAR Ir CORNER OF SAID SECTION 4 ; THENCE ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4 , S 00°13'03" W, A DISTANCE OF 464.17 TO THE SOUTH EAST RLY CORNER OF REPLA T OF A PORTION OF THE HAMPDEN BUSINESS CENTER ON THE PLA TIE, A SUBDIVISION RECORDED IN PLAT BOOK 99 AT PAGE 6 OF THE ARAPAHOE COUNTY RECORDS AND THE POINT OF BEGINNIN THENCE CONTINUING ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUART R 0 SAID SECTION 4, S 00°13'03 " W, A DISTANCE OF 824 .65 FEET; THENCE S 89°46'57" E, A DISTANCE OF 69.51 FEET; THENCE S 13°38'27" W, A DISTANCE OF 81.34 FEET TO THE WESTERLY BOUNDARY OF YANISH SUBDIVISION , A SUBDIVISION RECORDED IN PLAT BOOK 41 AT PAGE 17 OF THE ARAPAHOE COUNTY RECORDS ; THENCE ALONG THE WESTERLY AND SOUTHERLY BOUNDARIES OF SAID YANISH SUBDIVISION TH OL LO WIN G TWO (2) COURSES AND DISTANCES: 1. S 15°54'51" W, A DISTANCE OF 914 .34 FEET; 2. S 73°37'05" E, A DISTANCE OF 554 .56 FEET; THENCE S 16°22'55" W, A DISTANCE OF 94 .52 FEET; THENCE S 73°29'31 " E, A DISTANCE OF 200 .06 FEET TO THE WESTERLY RIGHT OF WAY LIN O SOUTH SANTA DRIVE; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE, S 16°27'48" W, A DISTANCE OF 147 .12 F T TO TH SOUTH LINE OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4 ; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUART R Of AID SECTION 4, S 89 °56'49" W , A DISTANCE OF 460.45 FEET TO THE CENTER QUARTER CORN R OF SA IDS CTION 4 , THENCE ALONG THE NORTH LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 4 , S 89 °54'17" W , A DISTANCE OF 50 .15 FEET; THENCE S 16°22'55" W, A DISTANCE OF 737 .64 FEET; THENCE S 45°58'08" W , A DISTANCE OF 29 .26 FEET; THENCE N 89°20 '47" W , A DISTANCE OF 23.72 FEET; THENCE S 39°36'10" E, A DISTANCE OF 21.75 FEET; THENCE S 26°40'25" W , A DISTANCE OF 268 .67 FEET; THENCE N 63°19'35" W, A DISTANCE OF 30 .00 FEET; TH E NCE S 26°40'25" W, A DISTANCE OF 165.06 FEET ; THENCE N 89"58'35" W , A DISTANCE OF 158 .57 FEET; THENCE S 00°01'25" W, A DISTANCE OF 150.00 FEET TO THE NORTHERLY RIGHT OF WAY L IN OX ORD AV ENUE ; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF OXFORD AVENUE , N 89 °58 '35" W , A 0 1 TAN C OF 233 .40 FEET; THENCE N 85°14'11" E, A DISTANCE OF 61.45 FEET; THENCE N 00°28'34" W , A DISTANCE OF 207 .87 FEET; THENCE S 90°00'00" E, A DISTANCE OF 57 .93 FEET; THENCE N 16°47'08" E, A DISTANCE OF 440 .93 FEET ; TH E NCE N 46°44'08" W, A DISTANCE OF 135.36 FEET; THENCE N 26°23 '49" W , A DISTANCE OF 78 .65 FEET; THENCE N 33'29'43" E, A DISTANCE OF 73 .39 FEET; THENCE N 02 °12'43" W , A DISTANCE OF 104 .93 FEET ; THENC E N 14°33'49" E, A DISTANCE OF 94 .85 FEET ; CO NTI NU ED ... PROJECT : D03038 V3 C OMPANIES OF COLORADO 2399 BLAKE STREET., STE . 1301 D E NVER, C O . 80205 PH : 303-989-8588 FX : 303-989-9932 DENVER CHICAGO PHO E NIX @ EX~!~L~ A PREMISES DESCRIPTION CONTINUED THENCE N 04°58 '59 " W , A DISTANCE OF 71 .81 FE ET ; THENCE N 12°19'17" E, A DISTANCE OF 46 .09 FEET ; THENCE N 19°20'00" E , A DISTANCE OF 141 .15 FEET ; THENCE N 08°04'57" w. A DISTANCE OF 147 .73 FEET; THENCE N 40°22'45" E , A DISTANCE OF 96 .54 FEET ; THENCE N 06°53'42" W, A DISTANCE OF 80 .59 FEET; THENCE N 22°38'11" E , A DISTANCE OF 91 .09 FEET; THENCE N 01°40'40" E , A DISTANCE OF 91 .14 FEET; THENCE N 36 °27'17" E , A DISTANCE OF 57 .62 FEET; THENCE N 20°16'06" W , A DISTANCE OF 160 .22 FEET; THENCE N 13°24'27° E, A DISTANCE OF 88 .22 FEET; THENCE N 22°04'04" W, A DISTANCE OF 38 .67 FEET; THENCE N 46°43'15" W, A DISTANCE OF 88 .33 FEET; THENCE N 00°57'40" w. A DISTANCE OF 151 .08 FEET; THENCE N 32°08'26" w. A DISTANCE OF 114 .85 FEET; THENCE N 15°32'59" W, A DISTANCE OF 76 .29 FEET ; THENCE N 39°16'11 " W , A DISTANCE OF 39 .29 FEET; THENCE N 65°37'00" W, A DISTANCE OF 71 .17 FEET; THENCE N 25°01'01 " W, A DISTANCE OF 50 .11 FEET ; THENCE N 52°37'27" W, A DISTANCE OF 33.88 FEET; THENCE N 80°47'51" W , A DISTANCE OF 56 .01 FEET; THENCE N 31°37'24" W , A DISTANCE OF 91 .75 FEET; THENCE N 83°47'04" W , A DISTANCE OF 113 .35 FEET; THENCE N 32°23'45" W , A DISTANCE OF 86 .77 FEET; THENCE N 15°17'05" W, A DISTANCE OF 30 .14 FEET; THENCE N 00°05'56" E, A DISTANCE OF 31 .91 FEET; THENCE N 36°38'27" E , A DISTANCE OF 145.14 FEET; THENCE N 17°02'27" W , A DISTANCE OF 192 .38 FEET TO THE SOUTHERLY BOUNDARY OF SAID REPLA T OF A PORTION OF THE HAMPDEN BUSINESS CENTER ON THE PLATIE; ¥l~!Q ve,rt~.r~ VJ~CtcYl~ THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID REPLAT OF HAMPDEN BUSINESS CENTER ON THE PLATIE, N 72°57'33" E, A DISTANCE OF 1214 .48 FEET TO THE POINT OF BEGINNING; CONTAINING A CALCULATED AREA OF 2 ,372,114 SQUARE FEET OR 54.457 ACRES, MORE OR LESS . ILLUSTRATION ATIACHED HERETO AND INCORPORATED HEREIN BY REFERENC E. SURVEYOR'S CERTIFICATE I HEREBY CERTIFY THAT THE ATIACHED PREMISES DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND IS ACCURATE TO THE BEST OF MY KNOWLEDGE AND BELIEF . ALAN WARNER COLORADO PLS 28668 FOR AND ON BEHALF OF V3 COMPANIES OF COLORADO, LTD . 2399 BLAKE ST ., SUITE 130 DENVER. CO . 80205 303 -989-8588 D03038 PROJECT : 003038 V3 C OMPANIES OF C OLORADO 2 399 BLAKE STREET., STE . 1301 DENVER, CO. 80205 PH: 303-989-8588 FX: 303-989-9932 DENVE R CHICAGO PHOENIX ILLUSTRATION FOR EXHIBIT A SHEET 30F 5 ~ _ft._ BASIS OF BEARINGS NW COR., SEC. 4 N89 '56'50 HE 50.14' ": CALCULATED POSITION \_ V -N 89'56'50H E-2605.2_6_' -- f S 1 (,~" ALUM. CAP POINT OF COMMENSEMENT 3 4 WITNESS CORNER ._ \_ N 1/ 4 COR., SEC. 4 ~ NO MONUMENT FOUND OR SET CORNER FALLS IN J" BRASS CAP, LS 2 2 571 REPLAT HAMPDEN BUSINESS CENTER PLAT BOOK 99, PAGE 6 NW 1/16 COR ., SEC. 4 {.~ 2" ALUM. CAP )' ILLEGIBLE UNPLATTED \..~~ LEASE PREMISES 2,372,114 SF± 54.456 AC± L42 SOUTH PLATTE RIVER BLOCK 1 7 ~ PETERSBURG . u PLAT BOOK A 1, PAGE 2 1a LOT 1, BLOCK 1 ~~ GLENN'S SUBD. FIL. NO. 1 "> -PLAT BOOK 104, PAGE JB <: 3t ~· • '-BLOCK 1 ::i _a~ NATCHES SUBD. ';2 :e PLAT BOOK 105, c::,W Cl~ _, BLOCK 1 PETERSBURG PLAT BOOK At, PAGE 2 L2 S EE SH EE T 4 PREM I SES CONTAINS APPROX .2,372, 114 SQ FT (54 .456 ACRES). Sca le : 1 "=3 00 ' 300 Tl US XHIBIT DOES NOT REPRESENT A MONUMENTED LAND SURVEY, Ir IS INT ND D ONLY TO DEPICT THE ATTACHED DESCRIPTION . 0 FEET LEASE PRE MI SES RIVER POINT AT SHERIDAN SECTION 4, T. 5 S., R. 68 W., 6TH PM 600 Engineers Scientists urveyor. 2399 Blake Street, Suite I 30 Denver, CO 80205 303.989 .8588 voice 303.989 .9932 fax CITY OF SHERIDAN, COUNTY OF ARAPAHOE , STATE OF COLORADO V3co .com ORN : AGW DATE : 07107106 JOB : 003038 OLORADO LTD . CKD: SCALE : 1•=300' FBK: N/A ILLUSTRATION FOR EXHIBIT A SHEET 4 OF 5 SEE SHEET 3 UNPLATTED W 7/4 COR., SEC . 4 \ ~L 7/4" ALUM. ~s 21602 LEASE PREMISES UNPLATTED L21 ~ 0) -L2Q....J 2,372,114 SF± 54.456 AC± _ N B9'5B'J~ ~ 264J.B,f, OXFORD AVENUE SOUTH LINE, NT/2, SWT/.4 SEC. 4 S1/16 COR., SEC 16/15 S 7/16 COR., SEC . 4 1-7/2" ALUM. CAP J -7/ 4" ALUM. CAP ILLEGIBLE PLS 23516 PREMISES CO NTA IN S APPROX .2,372, 114 SQ FT (54 .456 ACRES ). TH IS EXH IBIT DOES NOT REPRESENT A MONUMENTED LAND SURVEY, IT IS INT END ED ONLY TO DEP ICT THE ATTACHED DESCRIPTION . Engineers Scienti ts 2399 Blake Street , Suite 130 Denver, CO 80205 303 .989 .8588 voice ls .... 1/) ~ Ls 0 Scale : 1 "=300' 300 FEET LEASE PREMISES RIVER POINT AT SHERIDAN SECTION 4, T. 5 S., R. 68 W., 6TH PM 600 03 .9 9.9932 fax CITY OF SHERIDAN, COUNTY OF ARAPAHOE, STATE OF COLORADO ORN : AGW DATE : 07/07/06 JOB : 003038 LORADOLTD . CKD: SCALE : 1"=300' FBK : N/A ILLUSTRATION FOR EXHIBIT A SHEET 50F 5 LINE TABLE LINE BEARING DISTANCE LINE BEARING DISTANCE L1 S00' 13'03"W 824.65' L31 N12'19'17"E 46 .09' L2 S89'46'57"E 69.51' L32 N19'20'00"E 141.15' L3 S13'38'27"W 81.34' L33 N08'04'57"W 147.73' L4 S 15'54'51 "W 914.34' L34 N40'22'45"E 96.54' L5 S73'37'05"E 554.56' L35 N06'53'42"W 80.59' L6 S16'22'55"W 94.52' L36 N22'38'11"E 91.09' L7 S73'29 '31"E 200.06' L37 N01'40'40"E 91 .14' LB S16'27'48"W 147.12' L38 N36'27' 17"E 57 .62' L9 S89'56'49"W 460.45' L39 N20'16'06"W 160.22' L10 S89'54'17"W 50.15' L40 N 13'24'27"E 88.22' L11 S16'22'55"W 737 .64' L41 N22'04'04 "W 38.67' L12 S45'58'08"W 29 .26' L42 N46'43'15"W 88.33' L13 N89'20'47"W 23.72' L43 N00'57'40"W 151 .08' L14 ~'9'36'10"E 21.75' L44 N32'08'26"W 114.85' L15 S26'40'25"W 268.67' L45 N15'32'59"W 76.29' L16 N63'19'35"W 30.00' L46 N39'16'11"W 39.29' L17 S26'40'25"W 165.06' L47 N65'37'00"W 71.17' L18 N89'58'35"W 158.57' L48 N25'01 '01 "W 50.11' L19 S00'01 '25"W 150.00' L49 N52' 37'27"W 33.88' L20 N89'58'35"W 233.40' L50 N80'47'51"W 56.01' L21 N85'14'11"E 61.45' L51 N31'37'24"W 91 .75' L22 ND0'28'34"W 207 .87' L52 N83' 4 7'04 "W 113.35' L2.3 S90'00'00"E 57.93' L53 N32'23'45"W 86.77' L24 N16'47'08"E 440.93' L54 N15'17'05"W 30.14' L25 N46'44'08"W 135.36' L55 N00'05'56"E 31.91' L26 N26'23'49"W 78.65' L56 N36'38'27"E 145.1 4' L27 N33'29' 43"E 73 .39' L57 N17'02'27"W 192.38' L28 N02'12'43"W 104.93' L58 N72'57'33"E 1214.48' L29 N14'33'49"E 94.85' L30 N04'58'59"W 71 .81' ~~\)~. ~ !f (,ti ~i '\'•l.::fb I :f \l 11\~l.~ I 1 ~. 8t5t:Hi:~ ~ •• 07/07/06 : ~ ~·· ·~ THIS EXHIBIT DOES NOT REPRESENT A MONUMENTED LAND SURVEY, Yott••••i IT IS INTENDED ONLY TO DEPICT THE ATIACHED DESCRIPTION . ~L l~ -LEASE PREMISES Ir~ Engineers 2399 Blake Street, Suite 130 Denver, CO 80205 RIVER POINT AT SHERIDAN Scientists 303.989 .8588 voice SECTION 4, T. 5 S., R. 68 W., 6TH PM Surveyors 303 .989 .9932 fu CITY OF SHERIDAN, COUNTY OF ARAPAHOE, STATE OF COLORADO V3co .com ORN : AGW I DATE : 07/07/06 I JOB : D03038 ~ COMPANIES OF COLORADO LTD. I SCALE : 1 "=N/A' IFBK : N/A -CKD : 1125312 4.doc 4122 6--086 EXHIBITB ASSEMBLAGE 2 Sketch Plan Stipulations A. INTEHT : -Point at-., Planned Unh --.i (PUD) la• zoning of a.~ -bed-.. The zoning la'"*-lo tacllllata Iha deual-nt of largo format -n. mutt~tananl -11 bulldlnga, ·-----laconallllentwlllllllaCltyol Sharldan eom,..--Ptan of~-. II. FOAIIAT: TIil• -ell Plan contain• Davelo-1 Stan-• for Iha --c. Cunwnl~lllona: 1. 0Wnar9lllp : Purauant to I Redevelopment Plan adopted by the Sheridan, Colorado City Council, and 10 l>a aclmlnlatered by Iha S11ar1dan -•lopmenl Authority, u provided under Iha Colorado Urban R-w•I law, approxlmataly 50 e1.l1tJna properttea wlll be conaolldated to tonn the Rtver Point at Shertdan Devalopmanl Project. PorUona of Iha pn,parly wtll Ila --u publk: right of-,a-u opan -for Iha-of City of -Co!MNo. The -of Iha prlvata proparly wtll l>a ownad lly Walnpt19n MIiiar -LLC o,......,. ,o a long tarm -from Iha City of Eng-. 2. Logel Duc,tpllon: RIVER POINT P.U.D . BOUNDARY A PARCEL OF LAND LOCATED IN THE 80UTIIWEIT QUARffA OF SECTION :13, TOWNSHIP 4 SOUTH, IIAHOE II WEST AND ll!CTION 4, TO-I SOUTH, AANOE II WEST OF THE IIXTH PRINCIPAL IIEAIDIAN ; CITY OF SHERIDAN, COUNTY OF ARAPAHOE, STATE OF COLORADO; IIEING MORE PAAT1CULAALY DESCRIBED Al FOUOWS: COIIIIENCINCI AT THI! NORTH QUARTER CORNEA OF BAIO SECTION 4, Al IIONUIIENTED BY A :r' 811A88 CAP WITNESI CORNEA L VINO SO . 14 FEET EAITEIU.Y, STAMPED Pl.I 221'71, WHENCE THE NORTHWE8T CORNEA OF 8A1D SECTION 4, Al MONUMENTED BY A 2·112" ALU .. NUII CAP, STAMPED PLl 110I IIEAA8 B Wll'IO" W, A DISTANCE OF 2,1111.40 FEET WITH ALL BEAIIINGB CONTAINED HEAEN BEING AELA'llVE THERETO ; THENCE ALONG THE EAST LINE OF THE --QUARTER OF SAID SECTION 4, 8 00°1:1'0:r' w, A DISTANCE OF :I0.00 l'EET TO THE BOIITIERLY AIOHT OF WAY LINE OF WEBT HAMPDEN AVENUE (US HIQHWAY 2N) AND THE POINT OF BEGINNNQ; THENCE COlfflNUINO ALONG THE EAST LINE OF THE NORTHWEST QUAATEII OF 8AID SECTION 4 , 8 00°13'03" W, A DISTANCE OF IM.M FEET TO THE IOUTHERL Y LIii! OF LOT 1, IILOCK 1, GLENN'& 8U8DM8ION FIUNO NO . 1, Al RECORDED IN PLAT BOOK 104 AT PAGE :II OF THE ARAPAHOE COUNTY IIECOADI ; TiiENCE ALONG SAID SOUTHERLY LINE, 8 W4l':IO" E, A DISTANCE OF 320.17FEET; TiiENCE I J2"41'0I" E, A DISTANCE OF 113.17 FEET TO THE BOUTHEAL Y LINE OF LOT 1, BLOCK 1, NATCHEI BUIDM810N FILING NO. 1, AS RECORDED IN PLAT BOOK 105 AT PAGE 42 OF THE ARAPAHOE COUNTY AECOIIDI ; TiiENCE ALONG IAID IOUTHEAL Y LINE , S lt'4l':IO" E, A DISTANCE OF 1N.11 FEET TO THE WEBTEIILY RIGHT OF WAY LINE OF IOUTH NATCHES COURT; Tiil!NCE I 74"30'2T E, A DISTANCE OF 14.11 FEET TO THE EASTERLY AIQtfT OF WAY LINE OF SOUTH NATCHES COURT ; THENCE ALONG 8AID E.ABTEIILY AIOHTOF WAY LINE, N 11'21'33" E, A DISTANCE OF 4N.l4 FEET; TiiENCE I 7'"11'14" E, A DISTANCE OF 114.11 FEET ; THl!HCI! I Wll'OI" E, A DISTANCE OF II.II fEET: THENCE I 14"14':II" E, A DISTANCE OF 14.13 FEET TO A POINT ON A CURVE; THINCI! ALONG THE ARC OF A -TANGENT C~ TO THE LEFT HAYING A AAD1Ut1 OF 317.72 FEET, A CENTRAL ANGLE OF 02°11'14" AND AN A11C LENQTii OF 15.15 FEET, THE CHOIID OF WHICH BEAIII I 0,0 47'31" W, A DISTANCE OF 11.11 FEET TO A POHfT ON A CURVE; THl!HCI! ALONG THE ARC OF A -TANGENT CUAYE TO THE RIGHT HAYING A AAD1Ut1 OF 33'11.IO FEET, A CENTRAL ANGLE OF 03"11'24" AND AN ARC LENGTH OF 1N.17 FEET, THE CltOIID OF WHICH BEAAI I Cll"12'1T W, A DISTANCE OF 115.11 FEET TO A POINT ON A CURVE ; THENCE AL.ONO THE ARC OF A -TANGENT CURVE TO THE AIQHT HAYING A AADIUI OF -5.11 FEET, A CENTRAL ANGLE OF 05"1!1':II" AND AN ARC LENGTH OF 2N.34 l'EET, THE CltOIID OF WHICH IIEARI I 11'11'44" W, A DISTANCE OF :IN.22 l'l!ET; THENCE 1 14"20'21" W, A DIITANCE OF 37.41 FEET ; THENCE 111"20'12" W, A DIITANCI! OF H .15 FEET; THENCE I 11'1TM" W, A DISTANCE OF H .77 FEET ; THENCE I 13°31'54" W, A DIITANCE OF 211.11 fEET; I THl!NCE 111'0T11" W, A DISTANCE OF 113.71 l'l!ET; TiiENCE I 21°13'31" W, A DIITANCE OF 14.21 FEET ; I THl!NCE I 11°11'35" W, A DIITANCE OF '71.H FEET ; f TiiENCEl 1r14'5:I" W, A DIITANCE OF 137.20 FEET ; I THENCE I 1Mf'1r W, A DISTANCE OF HUI FEET; THl!NCe I 1rM'10" W, A DIBTANCI! OF HI.Ill Fl!ET ; I THENCE I 11'21'11" W, A DISTANCE OF 24.JO FEET; ' Tffl!NCe I 11°11'31 " W, A DISTANCE OF 4.11 FEET ; I TiiENCE N 74'01 'H" W, A DIITANCE OF 208.41 fEET; TitENCE AL.ONO THE ARC OF A CUIIVE TO THI LEFT HAYING A CENTRAL ! ANGLE OF 44•43•30• W, A AADIUI OF H .00 FEET AND AN ARC LENGTH OF I0.74 FEET; THl!NCE I 11'11'04" W, A DISTANCE OF 111,11 FEET; TMENCE I 01°34'13" W, A DIBTANCI! OF 331.15 FEET TO TiiE NOATHEIILY IIIOHT OF WAY LINE OF WEIT OXFORD AVENUE ; TiiENCE ALONG BAIO NOATHEIILY "10HT OF WAY UNli THI ,OLLOWINO THREE (3) COUAIEI : 1, N N"a'10" W, A DIITANCa OF 277.111 fHT ; 2. I 11"'5'22" W, A DISTANCE OF N .15 FEET: 3. N ..... .,.. W, A DISTANCE OF 312.42 FEET; TMENCl!N H'14'11 " I , A DIITANCI OF 11.46 fEET ; TI4ENCE N 00'21'34" W, A DISTANCE OF 207.17 FEET; TlilNCIEl -'00" E, A DIITANCE OF 17.13 fEET; TiiENC E N 11'4TOI" E, A DIITANCE OF 217.42 FE ET; TlilNCa N 17°11 '41" W, A DIITANCI OF 42.11 ,tl'T; THtNCIE I W20'41" W, A DIITANCE OF 104.N FEET ; NC N 37"UM " W, A DIITANCI OF M.:IO ,rn ; NC N 11"U'M " E, A DIBTANC OF 17' 40 FEET ; NCI N M '00'14" W, A DIITANC I OF 7'.1 1 ,tET; River Point at Sheridan PUD Sketch Plan THENCE N 11'20'02" E,.A DISTANCE OF 317.32 FEET; THENCE N 23°33'43"' W, A DISTANCE OF 11.21 FEET; THENCE N 21"'11'119" E, A DISTANCE OF 12.14 FEET ; TiiENCE N 24"20'13" W, A DISTANCE OF IO. 17 FEET ; THENCl!N 11°11 '51" E, A DISTANCEOFl7.21 FEET; THENCE N Oll04"1r W, A DISTANCE OF 1IO.II FEET ; THENCE N or13'10" I!, A DISTANCE OF 142.11 FEET; TiiENCE N M"S1'13" E, A DISTANCE OF 12.12 FEET; THENCE N 17"11'21" I!, A DISTANCE OF 118.52 FEET; THENCE N 21'111'11" W, A DISTANCE OF 1M.II FEET; TiiENCE N 24'0l'GI" W, A DISTANCE OF 11.11 FEET ; THENCE N Gr21'41" W, A DISTANCE OF 11.25 FEET ; THENCE N 11"11'111" E, A DISTANCE OF N ,41 FEET; THENCE N 02°01'08" W, A DISTANCE OF SI.OIi FEET; THENCE N 42°01'11" W, A DISTANCE OF 70. 10 FEET ; THINCE N 11°13'11" W, A DISTANCE OF 108.78 FEET ; THENCE N 40"33'02" W, A DISTANCE OF 52.11 FEET; THENCE N 11'24'21" W, A DISTANCE OF 111.112 FEET; THENCE N 41"11'32" W, A DISTANCE OF 2.SG.10 FEET ; TiiENCE I 10'21'13" W, A DISTANCE OF 117.71 FEET; THENCE N 00'05'11" E, A DISTANCE OF 113.11 FEET; THENCE N M"3l'27" E, A DISTANCE OF N.74 FEET ; THENCE N 14°91'05" I!, A DISTANCE OF m.17 FEET; THENCE N 21"111'11" W, A DISTANCE OF 11UI FEET TO THE BOUTHERL Y IIOUNIIAAY OF AEPLAT OF A PORTION OF THE HAMPDEN BUSINEII CENTEI ON THE PLA7TE, Al RECORDED IN PLAT IIOOIC NAT PAGE I OF THE ARAPAHOE COUNTY RECORDS; R. M1nl-atorage wa,ehouN, Indiv idual nlf-atorage units div ided from the floor to celling by I wall , wtth I common entrance from the exterior of the bulldlng, designed to be rented or leased on 1 ahort-term bllaia to the general public tor private storage of personal gooda, material• and equipment, but only In Sub-a'9a 2, eut or NlltchUCourt. s. llo1ot -• ur,lca taclllty lor Iha relall ula ot guollne and other po1ro1oum pn.dUCtO and/ot -light motor ..i,1c:1a mal"'-nca actl¥ttlal, ouch u anglno tu....upa, lubrlcatlon, ,..,.._. of Ind-I angtne parll, IIN .-, lnatallatlon and Npalr, - align-,, mufflar-lr or~ car-•h,ot almllar mlno, repalre, all ol which are conducted lndooro. SUcll tacllhlu ahall not Inv-motor ..i,1c:1o painting, aU1o body-Ir, or_,, acttYllln that-relly raq,,lre ~ that ona day to panorm. T. Commonly ---ry UMO lncldonlal lO prlnclpal UM or bulldlng llnd locatad on Iha -alta u Iha prlnclpal uu or bulldlng Including wl1hoU1 Umttatton, parlllng.,.. or parking--. U. Any UN nol opaclflcally II-abova may Ila parm-H dllormlnacl by tho city'• zoning admlnlalralor lo bo almllar In c-lO parm--•n lhl• dlatrlct. THENCE ALONG THE SOUTHERLY, WESTERLY AND NORTHERLY BOUNDAAIEI OF IAID AEPUT OF HAMPDEN IIUIINESI CENTER ON THE PI.ATTE THE FOLLOWING ELEVEN (11) ~: II. PROIIBITED USl;S. No land ahall Ila UMd or occuplod and no atructur9 1111111 Ila deolgned, ..-. •-· uud or occuplad by any of tho lo-Ing u-: 1. I 72"17'33" W, A DIITANCE OF 330.M FEET; 2. S 31°43'33"' W, A DIITANCE OF MUI FEET; :t. N 11"42'11" W, A DISTANCE OF 1141.12 FEET; 4. N 00°10'30" E, A DISTANCE OF N4.14 FEET; I . N lr24'01" E, A DISTANCE OF 540.M FEET; I . I 00'01'31" W, A DIITANCE OF 411.14 FEET; 7. I lrll'27" I!, A DISTANCE OF Ill.II FEET; I. N 00'01'31" E, A DISTANCE OF :114.87 FEET; I , AL.ONO THE ARC OF A TANGENT CURVE TO TiiE LEFT HAVING A AADIUI OF 1-FEET, A CENTRAL ANGLE OF :W12'10" AND AN ARC LENOTH OF Ill. 78 FEET; 10, I 13'21'JI" E, A DISTANCE OF 112.21 FEET; 11.8 a•4nr E, A DISTANCE OF N10I FEET TO THE POINT OF BEG.-; COHTANNO A CALCULATED AREA OF 1,1:15,141 SQUARE FEET OR 140.IU ACRES, IIORE OR LESS; and may Include minor aclju11menl1 lo llue •-r lagal -.tpllon of the properly 111at aro arthorlzad by City Council In Iha rozonlng otdlanca. 3. blallng and ,,__ Zoning: The-... pn,pa.-.,. a mix of zoning 1-.cllng C,D ,E,0, -I •-ng PUO.. The proparly wtll Ila zonacl 10 Iha PUD zone dlllr1C1 . D. GENERAL DEVELOPIIENT STANDARDS : PEAIIIITTED U8EI IY RIGHT. The followtng UNa.,. parmll1ad: A..---ng-angagodlnulUnggoodaor ···--lolha ...-pullllc for...-·-___.,..n and Nllderlng--• Iha -of ouch ~ lnctudlng-llmllallon .,,..._ ....... grocer,-. ...... ·-· ............ -. tlry ...... -. lurnltUrtl ·-ntgfll clulie or-B.---u--,,..-·•---...,._ -fo,lha-of lha-..ntty, lnctudlng, -·....-.-and~aluopa. __ ........ lllcycla-""'-,-. dryclNnen,-rtea, lraVal ...-. -.. pllannaclu, phologn,plllc atucllol, dupllcallng -. .... __ _ c.~-,. D.Tannlacluba E.aatlng-,.-- o.--.,.-.1nc1uc11ng-lhrufaat-- H.-and- 1.cir-,movta- J.-lmpfo-i,- K. Commerc:1111 Mobile Radio Sen,lc:e Facllhleo , but only pureuanl 10 Iha provl1lona of Section lOCVI of A-ndlx I 10 Iha Sheridan Munclpal C-. LAudlloiluffl M. Munclpal Golt CourN1 H...,.. wllll drlva llwu tadUllu 0 . Equipment rontal laclllll11, but only In S<lb-arff 2, N II of Nalcha1 Court P. Stale llcon aacl Day,C.,., Pro,achool, and Nuraary Facllltlo1 Q.OIIIN~--.-.•-. -...... -. ,,__ un,loa-. .....,,,__ .. -----.-.~.-..... - ,.__..., __ _ a. Motor vehlcl11 painting, body 1hop1, and major ,.pair tacllhlea lhlll -ally raqul,. g-lar lhan one day lo panorm. C. Aduh-lahmenla pr1-r11yfor--ntor -,-1nvoMng11n--• on-I oraclhrhlall relating IO NXual -; Including a_,_, night clull, -. -. -.iore, o, pllolo -lo~ prlmarlly lor IUCh acluh ...,IINfflllrllor.- I I. PARKING AEQUIAEIIENTI IV. v. VI. A. Ono par1dng -....,, Ila raqulrad for-h :l50 oqu .. -of -·--I .Each ___ ona..--lablad EX012ol 1h11 llliatch Plan....,, -lhla raqulrerMnt -d upon thou-n-.,. w11111n 111at ...-u c1e11nec1 ,., .... ·-p1an. C. The locatlon llnd configuration of Iha parking --Mell aubaluulclanllflodonlha ____ EXD12 llhaU Ila.-on Iha Flnat PUD Sita Devalopnw,t Plan and ouch parting -Ila lri -pn,xlmlly lo Iha,.-._ WUhln --PERaaTTED GROii FLOOR AREA A. Tho _of ___ lot parm--by rtollt-... up 1oa.ta11-.g ...-, --u ldan-on a..- .--EXD12. 8 .Thealaand-olall __ , ___ lly Iha F1na1 PUO Illa O...lopmanl Plan. HEIQHT u..T, The -1-halght-ahall llaU-. Halghl ahatl ba __ ,__forlnllla-Zonlng Co-. ---rel-.auch---,Oftlry-.-----·-llllillldlOIO- OE8IQN QUIDELINEI A. Propoud Archllactural llnd SIio Deolgn GuldellnN 1haN be Proparad by Iha applk:anl, lncorporaloct lnlo Iha Oparallon1 and EaNmenl Ag-menl whlct, ahaN Include provlalon1 lor Iha enforement of Archt6ectural Controt , end aubmttttd 11 • component ot Iha applicallon lor Iha Final PUD Sita Development Plan, lo l>a approvad by Iha Clly. 8 . Prior lo or concurrent with Iha appllcallon tor • building parmll lor any 1tructure, erchhlctural e'-v1Uon1 and k,t development pl1n1 ehall be aubmftted to the Chy tor revlew. The architectural etevatlon1 and lot davalopmont piano 1hall bo con1111an1 whh Iha Do1 lgn Gulcte ll ne1, and lhall Ila 00 cartHlad by Iha Devel-or Ill IUCCOIMrl or 111lgn1, 11 d11crlbed In the Operetlon1 and Eaaement Agreement. C. M Iha Clly --oval of any INNdlng ..... o,-ellono u ---lha-ltla Dutgn-.n. ....,..... __ .. .....,.._, __ lo .. - Clty Councl tor Mw,y"' ·-.......... City...._, VII . DEVELOPMENT STANDARDS. A. Tho atandard for-opment for Iha lollowtng areu wll ba H Mt forth In Iha Final PUO Site Davelop"*'t Plan and Iha Dulgn Guldell-. 1. Public lmprovemonta 2. Opan apaca raqulremen1a 3.So- 4. lcrNnlng of loadlng and lnl1h anc:loau'" 5. Off 1lrNI loading raqul .. rnanll 6. Lighting raqul.-nta 7. Fanclng 8 . Landacaplng and II-capo 9. _,rlan ctn:ulatlon 10. Slgnage 8 . Sit.a epeclflc atn,ctural engineering certttlcalH that addrua 1peclal englneertng requlramenta due to the proximity of thll alte to Iha landfill that undar11N 1ha proparly wtll DO requlrad to obtain• bulldlng parmlL VIII. NolN Tho --t and UN of a. propor1y ahall conform lo the atandarda of a. City of Sheridan llunlclpal Code. Ill lchool Land - Thare la no raqu1-, 1or any land to Ila -1-IO achoola. X. Vahk:ular - -lo Iha proparty la --via Sou1h Santa Fe Drive , Odotd Avanuo, Hampden Avanue, South -RI-Drive and - Court. """9 la ona ..,...,_ from South 8anta Fe Drive. Thia -and Clirb cuta wtN DO coordl--COOT. -from Oxlord A-_. Hampden A_,.. la pn,vldad with conlrOllad ln-11ona. -lrom Soulh -Atvar Drl .. and Natct,u Court la provided lly utatlng - XLG~ 0n ... g-g wtll --lly pn,vlcla for ..... , bulldlng1 pad1 -Iha Oita~ llloplng from -lo -of llue Hlatlng '-9PhY, l1Dnn ----wtl Ila raqu-and will be 1ubmlttacl with Iha final PUO Sito Development Plan. The final g-ng and drel-wlH comply-all apptlcalNo-, 1-and-.1 '9glllatlona. XII .Ullllly- 1. P--malna are culftftlly ... 11a111o 1rom Don-W-. 2. Wula -malM.,. avallabla lrom -ndan Sanl1atlon Dllltrlc:1 No. 2, -Wulo Walar Aaclan.ilon Dla1rlct, City o1-., a. Cltyot E..-. South OataW_ and ..,,_on-. llnd 8oulh IEnglowaod &an-.. Dlatrlct No.1 . 3.lnlpac1- Tha ..,-of atotm -quallty llnd Iha regulation ol atom, drel-._.. on adjaoanl and~ propllrtiN wtll ba uaured Ylaa. .-,a ,.---.ucllon piano -.lilli-ln conjunction -Iha Flnal SIio ~ Plan. XIII . FINAL PUD SITE DEVELOPMENT PLAN CONTROLI OYER CITY CODE A. With regard to any matter apectflcalty addrnNd tn the Sketch Plan or the PUD Site Development Plan, the provisi on, or the Sketch Plan or the PUO Sit• Development Pian ahall control o"er any Shar1dan Municipal Code provl1lon, and any modH lcallon 10 Iha mattor1 -clllcally add,.saacl In lhe Slullch Plan or Iha PUO Sho Dovolopmenl Plan 1h1II only bo dona by amendment lo either Iha Sketch Plan or tho PUD Silo Devalopmant Plan, reapocllvely .• XIV, CHANGIB AND AMENDIIENTS TO THE APPROVED FINAL PUO SITE DEVELDl'IIENT PLAN AND THE APPROVED DESIGN QUIDEUNEI. A. The--Final PUD Sita~ Plan and Dutgn ~ nwyl>a changed from-lo-ln--lhla -· I . ---· Tho City llanlger o, -dNlgnalod -"'ttveollllaClty _ _.... ... ,nor-lnlha location, ala, halgllt or dnlgn of bulldlnga -IINCtufM. A --lon-llncludeor,y ___ ..._ ............ Owners Agreement Statement Wllngartan MIiiar Shar1dan LLC, -and/or -per ot tho properly ....,.In deocrlbod, do -adgo and•-lhlll ouch proparty 1hllll ba deYalopad In complla,_ wtlh tho PUD 8l<alch Plan, tho onglnal ol which la on flla wtth Iha County Cieri< and Aacorcter ot Arapahoe County, Colorado, and • copy of which la on Illa wtth tho City Ciar11 of Iha City of Shartdan Colorado. No -•on from any prOY11lon of uJd PUD -h Plan 1hllll ba . pam,1-un1na a. plan la --or• v-1• grenlad In accorda,_ wlltl prooaduTn-bll-lly otdlnanca of tho City ol lhar1dan. I lunher 1111-lhal the PUD Bkllch Plan regulallona and co-.1or thl1 PUB I I Zone D1alr1ct wlll ba anculad lo lhoM 1ta-rd1, -~ lend u-and crltllrla opacllled by tho City Counctl of Iha City ol --. Colorado. Wllnua by my hond and -1 lhll __ day o•----~ 2006 SlgnatuN Pr1nt--------:---- Slalo of ColorMO ) County II A...,.._ ) ss ) Tho foregoing tnatn,rnant -acknowtedgod before me lhla __ day of 2006 by ______ ~ WII-my hllnd llnd notarial-•---------- lly Commlnlon Expl-'---------- I =~c;,:::"~1 ofShertdanCltyCouncll ~ ....... Municipal Approvals Sheridan Planning Commlulon Approved by tho City ol lhar1dan Planning Commlulon Thia ___ -, of 2006, Planning Commlulon Chairman Thla ___ day of 2006. .., An-·---:c:c1ty-=clorll,....,.--Mayo, t <-., 0 Cl1rl< • Rec:0<dor Car1111c1ta t 0----~ i 1 ho .. by cor11ty :,~~~1 lnllrument WII lllod In my ;::iice II I Q O thl•·--,--:-:---monlh and day of 2006 and 11 ! ct ;:;: ...J recorded In -----------H ..._ 0 -lion number l LU t.) Clerk of Arapahoe County Signature Print Name ---------- ; J. a:~! ( ~~i t ---- 1 ex: t -o, ""'9ht ; whlcli .-uha In no -In parking, --· o, ·-' ~ .= ........ t __ ...,._ r tr • i SKETCH PLAN STIPULATIONS -· 0,. -Ion -,. lau ltwi. 1~ Inc _ In Iha d-alonat --of• 11ructur9" requlract by ang-..g o, otharc--not I-• tho dtMof Iha l'lnal PUO - ~--A--ahall-1-anyothar -ta ... Final PUD Illa Davelopmanl Plan which hlla Iha -II __ Ing Iha Impact of Iha ......_n,. c. Aa, ~ other than minor mod ltlcatlon , IMII M pr-In Iha -mannar •• llue approval of lhl flnal PUO Sile ~-..... Dnlgn- ,_._ n··,,--·~ -......_;....,41 ... .,. .... i jr......_ .__. . t . -.. ..- I _,,_ • .., : . • I I / Ii :: . .....; .. . i . • i .. .._,. . .. ' . ,. U IOO MM.ol IKnCH ~ au1•nAL G002 CITY OF SHERIDAN, CO RESOLUTION NO . NO. 24-2006 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OP SHERIDAN AMENDING TIIE RIVER POINT AT SHERIDAN PUD SKETCH PLAN WHEREAS, on February 8, 2006, City Council adopted Resolution No. 5-2006 conditionally approving the "River Point at Sheridan PUD Sketch Plan"; and WHEREAS, February 8, 2006, City Council adopted Resolution No. 6-2006 approving the PUD Preliminary Site Plan for the River Point at Sheridan project; and WHEREAS, on April 19, 2006 the Planning Commission conducted a public hearing. upon the PUD Fmal Site Plan for "River Point at Sheridan"; and WHEREAS, during the course of preparing the PUD Final Site Plan, the Developer requested several minor changes to the PUD Sketch Plan, which changes were recommended for approval by the Planning Commission; and WHEREAS, City Council now wishes to amend the "River Point at Sheridan PUD Sketch P~an" as it was conditionally approved pursuant to Resolution No . 5-2006 in the specifics set forth below; and WHEREAS, City Council finds the proposed PUD Sketch Plan amendments are consistent with the City 's Comprehensive Plan and the proposed rezoning of the property to the PUD district . NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF SHERIDAN, COLORADO, THAT: Section 1. The i>UD Sketch Plan for the River Point at Sheridan Subdivision conditionally approved by the City Council by Resolution No. 5-2006 on February 8, 2006 shall be amended as follows : a. The legal description of the property that is subject to the Sketch Plan shall be amended to coincide with the legal description of the property rezoned pursuant to Ordinance No . 1-2006. @ Paragraph D. I. M . of the Sketch Plan shall be changed "Municipal Golf Courses" to "Englewood Municipal Golf Course". · c. Paragraph D. m. A . pertaining to "Parking Requirements" shall be changed to read: On e parki ng space shall be required for each 350 square feet of useable floor area, except that restaurant and theater uses shall require a minimum of one parking space per each 4 seats . d. Paragraph D. XI. (Grading/Drai nage ) shall be am ended to read : XI. Grading/Drainage On-site grading will generally provide for level building pads with the site generally sloping from east to west of the existing topography . An interim grading plan, including an interim storm water management plan, shall be submitted to the City for approval prior to any grading activ ities associ~ted with the removal of landfill materials existing on the property . Such interim grading plan and storm water management plan shall be consistent with the "Contractor's Plan of Operations" approved by the State of Colorado in conjunction with the removal of landfill materials . A final drainage report, grading plan and storm water management plan shall be submitted to the City for approval prior to final overlot grading and development of the property. The applicant shall reimburse the City all expenses incurred by the City in the review and approval of such interim and final drainage grading and storm water plans . Section 2. All other provisions of Resolution No . 5-2006, including the conditions of approval established therein, shall remain in full force and effect, unless inconsisten t with the terms of this resolution. The amendment to the PUD Sketch Plan authorized by the resolution shall be incorporated in to the document prior to recordation. Done and resolved this 26th day of April 2006 . ATI'EST: a~lt.t.i r~M-J Arlene Sagee City Clerk APPROVED AS TO FORM James A. Windholz City Attorney I f i ' I l l I I ,,./', ' ./ LEGEND m BUILDING AREAS EXISTING BUILDING ~ PUBLIC RIGHT OF WAY c::€> PARKING LOT ACCESS THE SUB-AREAS ARE DEFINED AS FOLLOWS: SUB-AREA 1 -THAT AREA NORTH OF THE SOUTH PL.A TIE RIVER SUB-AREA 2 -THAT AREA SOUTH OF THE SOUTH PLATIE RIVER, BUT NORTH OF RIVER POINT DRIVE SUB-AREA 3-THAT AREA BETWEEN RIVER POINT DRIVE AND SOUTH RIVER POINT DRIVE SUB-AREA 4 -THAT AREA SOUTH OF SOUTH RIVER POINT DRIVE ~ PROPERT'( Lite AL.ONe:, TI-E ..eslcRN ED6E ARE Sla.EC.T TO GHANl:SE TO t-EET t'iA lcR GVALITY REGVIR&ENTS. SKETCH Pl.AH .... -··- EX0 12 // I/ It // ,,,, "' ~,:,,.-;,, ,, "' ,, // (j // // // ll { If If I/ "V // // I/ // // // // I/ // () ,, // ,, // // ~ 11 11 It It \\ \\ I II , . RIVER POINT PROJECT DATA .1 1--fOWI -T UffHIIAClat I ....... I .. UtilllAa 1,,..... ...... ,.1-·-1 IQ.", ...,.. ._._.,,, .. •· ,. --"'""'·'"""""-~""-- . . ,. -. ... ,., frQ.l,l91oN ~~=: ""' .... 1 n 1 "" ,--.,.-,_ '"' :.,ao ,,.., """ ,_ ... - ' ' T .... T I . --,-..... ' , .... Tl'. • ... .- ·-• • I "' u " " ,., .-liil'f16 .. Kll.U.JN ... JOR,1 .1 'M ":Wl(INl,l,l,,01 " .. "' .. ... " .. ' ,~ ,,. .. .. kl. .. ----..-J:»1,.1 .. frrU.\A!)INl,M,JOll ;. .. " • ... 12 '" '·"' '·"' ' l 11!M'IIDI I , IIDI 1 11r,,, 1 11&1 UIDG \ 1tm.1flt.l, 5•1000 ... ,ooo 0&1CQI ,.11,i1liif ,m,_ ,_, 4'11'1.UIOO UD1000 )1.2),1C(IC .. ~, Iii I ................... . ~.=~H -- 1 --OVERAU. SITE PL.AH SCALE : 1" • 200·.o- G100 RIVER POINT AT SHERIDAN SUBDIVISION FILING NO. 1 A RESUBDIVISION OF PORTIONS OF PETERSBURG, JAYHAWK SUBDIVISION, YANISH SUBDIVISION, NATCHES SUBDIVISION FILING NO . 1, REPLAT OF A PORTION OF THE HAMPDEN BUSINESS CENTER ON THE PLATIE AND SCIENTIFIC TRANSPORTATION FILING NO. 1, TOGETHER WITH UNPLATIED LANDS LOCATED IN THE SOUTHWEST QUARTER OF SECTION 33, TOWNSHIP 4 SOUTH, RANGE 68 WEST AND IN SECTION 4, TOWNSHIP 5 SOUTH, RANGE 68 WEST OF THE 6TH PRINCIPAL MERIDIAN , CITY OF SHERIDAN, COUNTY OF ARAPAHOE , STATE OF COLORADO OWNERSHIP AND DEDICATION KNOW .-.LL MEN BY THESE PRESENTS THAT WEINGARTEN MIU.EA SHERIDAN lLC, ACOlOAAOO LIMITED llABIUTY COMPANY, A&.AH S KlaE AHDTOM R CARRASCO lflNG THE OWNERS Of A PAACf:L Of LAND LOCATED IN THE IOUTHW(Sl QUARTER OF SECTION"· TOWNSHIP' SOUTH, AANOf .. 'MST ANO THE NetffM HA&,r or IECTIOH 4. TOWNIHIP $SOUTH.RANGE II WOT OF THE SIXTH PRINCIPAL MEAIQW\I, CfTY or IHERIOAAI, COUNTY Of AIU."AHOf., STAU Of COl.OftADO. IIEINGMORE PAJltTICl..l.AAI..Y OESCRaED Al FOUCIWI: COltlMENC .. G AT THE NORTH OUAATER CORNER OF SAID SE CTION 4, Al MON.MNTED IY AT aAAIS C/1/J WINU COANfR, ITAWED Pt..12257\, WHENCf THE NORTHWEST CORNER Of IAIOIECTIOH',AIMONI.M!NT£01YA2·112" ALUMIN\AI CAP, STAMPED PLS !UM Bl:AIIUI S lr!IWW.A OISTANCEDr2.16640F"EE'TWll1'4AU.lf.NIJNOS CONTA!frllEO HEREIN aEtHG RE\.AT IVE THERETO , THENCE ALONG TH£ EMT LINE OflHE NORTlfNESl OUARTffl Of' IAID SECTION 4, I OO'IJ'OS' W. A OUST AHCE OF 10 00 FEET TO THE IOUTHEFI..V iltlOKT Of WAYLINE Of US HIGHWAY-Ate> THE POINT Of IEQNrillNG, THENCE CONTINUING ALONG TH£ EAST UN£ Of THE NORTHWEST OUMTER Of SAID &fCTION 4, S 00"1JV3" W. A DISTANCE OF• M Fl:ET TO lHE SOUTHWEST C~NER OF LOT 1. 81.0CK 1, GLENN'S 11.eOM~ FlllNG NO 1, Al RECORDED IN Pl.Al 900K 104 Al PAGE JI Of THE ARAPAHOE COUNTY RECOROI, lH!NClALONG THE IOIJTHERl.YUNE Of IAIO LOT 1, S lr.eno" E.AOIS1ANCE OFIJll .. rEETTOlHE NORTHWE ITEJtLY llttQHl Of WAY U NE OF IOUlH NATCHES COURT: ll*NCf AL.ONG THE NORlMWEITfRLY RIGHT Of WAY Of SOUTH NATCHES COURT , S 1r1nrw.A CQTNCE OF 1'311F"[ET: THENCE I WJCl"2r E. A DISTANCE Of IQ.DO FUT TO lHE SOUTHfASTEALY RIOH't OF WAY LINE Of IOVTH NATCHES COURT, THENCE AlONGTHf IOllTHEASlERlY RIGHT OfWAY LINE or SOUTH NATCHESOOURT.N 16'1ffl"E,A °'8TANCEOF 4017DFUT: THENCE I n·•o· E, A DISTANCE OF tMODFl:!T, THENCE I ,rssor E, A DISTANCE Of 15.15 FEET TO A POINT ON THE WESTERLY NGHT Of WAY LINE OF IOUTH SANTA FE D11t 1VE. • THENCE AL.ONG THE WES TEAL Y RIOHT OF WAY LINE Of SOUTH SANT A FE DRIVE THE FOUOWING HWNTUN (17) COURIU· I I D1"2l'01" W. A DISTANCE OF 11.«I Fm", S S tl"Or41" W, A DISTANCE OF 11115FlET: 2 I 06'"'35' W, A OISTAHCE OF IZ:UI F'EEl, 4. ALONG THE ARCOf ANON,.TANGEN T CURVE TO THE RtGHT HAVINGAAAOIUSOF JC1111 FEEl,ACEN'TlW..ANQLE Of03°M'W AHDAH ARC LENGTH Of 1111 1 FEET . THE CHOROOf-WHICH IEARS S 1T 1l'IIJ'W,A011SlAHCE0f- 1N OIF'EEl. !o S 14"2071• W, A OIITANC( OF 37 M F"EET: 1. I 1!i~rM' W, A OIITAICEOF• 12 F'EEl, • S 1t"OrtrW.A OIITAICEOFaC>t!iF'EET, 11 S1!i•tn5"W.ADISTANCEOF37l.2lf"EET, 13 s11 •,a4rw,AD11TANCE0f 217.MFEET. 15 111•5n5•w, A OIITAHCE.OF 1Ml1 FEET: 17 S 11"1111' W, A OlllAHCE Of k Jt FU'T: THENCE N 73 "'4'!l5"W.AD1STA.NCt: Of 190'5F£ET. THENCE S 1t•1S01° W, A OIITAHC( Of' ta:> 11 FEET , I 1 15"20'1TW.ADtSTANCEOF5611 F"EET, I 113'Jnol'W,AOISTANC!Of2!i5.11FEET: 10 l2t"13'36"W,ADtSTANCEOf14•2F'EET; 12 S 11•ws,•w. A 0ISTANC£Of 131UF"EET, 1• S 17"5"55' W,A DISTANCE OFSt.NFEET: 11 I U'OnS" E. A DISTANCE OF 6 1$ Ft£T. THENCE I D1"03'•1• W, A DISTANCE OF S33 21 FEET FEET TO THE NORTHfRLY R)OHl OF WAY L .. E OF OXR:IRO AVENUE, THEN CE ALONG THE NOAlHERl. V RIGHT OF WAY LINE OF O>CFORO AY£NUf THE FOLLOWING n4AEE (S ) COURSES, t Nlro3'10""t.' ADl1TAHCEOFJ1!i11FEE1. 2 IM0JS22•W,ADlS1AHCEOFN56FEET, J N lt"ln!i" W. A OIITAHCE OF Jl2 42 FEET. THENCE N 15"14'11' IE , A OISTAHCt: OF I t 45 FtEl, THENCE N ICl"OO'OD' E, A DISTANCE Of 57,13 FEET , THE NCE N ... ''4'09' W, A OtllAN:E Of' 1SUI FEET, THENCE N S3 '2ro· E. A OtSTAHCE Of' n ,e FEET . HENCE N t 4"3l'•r E. A OtSTANCE OF 14 l!i FEET , THENCE N 12·1 r1r E. A OISTAHCE OF «I.OI FEET . THENCE N Ol'04'Srw A OISTAHCE Of' 147 13 FEET: THENCE N Cll '$3'4TW, A Dt1TAHCE Of' ID !ii Ft:ET, THENCE N ot•4D'•O" E., A DIITAHCE OF 11.t• FEET: THENCE N 20'1l'OI' W A DISTANCE Of II0.22 FEEl, THENCE N 22"0ll'04 "W,A OtlTANCE Of .17 l"EEl , THENCE N DD'1T.t0" W, A DISTANCE Of 1'1 OI FEET, THENCE N t!i"U'W W,AOISTANCE 0/IF 71 21FUT, lHENC£Nl5"J1'00"W.AOlllANCEOF"7117FEET, THE NCl N S2':tr.11' W. A OISTNCE OF D• l"EIE'T , THENCE N Jl"J7'24'W,AOlllAICEOft1 75FEE'T , HENCE N J.2'2J'•!i• W, A DISTANCE OF N .11 FEET . THENCE N OD"O!i'MI" E. A DISTANCE OF :ti.II FEET , THENCE N •·:anr E. A DtlTANCE OF •«i FEET; THENCE N 00°21"),111 ' W, A DISTAHCf CX ZD717 FEET. THENCE N 11'47'08" E, A DISTANCE CX 64013 FEET, THENCE N 21 "23'•r W , A OISTAHCE Of 7115f£ET, THENCE N 02'12'4J' W. A OtlTANCE OF 104 83 FEET, THENCE N <MW W, A OtSlANCE OF 7111 r£ET. Tf(£NCE N 1t"20"00" E, A OISl.v«:E Of 1411!.FEET, THENC E N 40"2l'•!i' E, A O•TANCE Of N !ioil FEET. THENCE N :zr:w11• E, A DISTANCE Of t1 OIF'EFT. THENCE N 311"2 Tlr E, A DISTANCE or 57 .12 FEET. THENCE N 11•2•7r £.A 0111.t.NCEOf a22 F££l, THENCE N 41•u-1s• W. A DISTANCE Of II lJFEET, THENCE N J.2'0l'ZI" W, A OCITAHCE Of 114 l!i FUT: THENCE N :11"11'11" W, A Om-TANCE Of• 21 FEET . THENCE M ~"01'01" W,A OISlANCE OF50 11 FEET, THENCE N eo·•nt· W.AOIITANCEOFS601 FUT, lHfNCE NU"•1'04"W.A D•TANC£0f IU~F!.ET, TttENCE N 15'1 1'()5'W.AOIITAHCEOF,O t •fEEl, THENCE N 311"J1'2 T' E, A DISTANCE Of• u FEET. Tl-ENCE N 11"D2"2rW, A OISlANCE OF 11231 FUT TO THE IOtJlHElltLVIOUN[)M'YC'IF IAIDRP\AlOf" A PORTION OF THE "-"FOUi IUSINE.11 CENTU ON THE fl\.ATil, THENCE ALONQ THE SOUTHEM.Y, WEITElltlY ANO NORTHERlY aQUNOARIEI OF SAIOlltEPl.AT OF HAMPDEN aLISIMEU CENTER ON THE PLATIE THE FOUOWINGflEVEN(11)COUR1ES I 61T67'13"W,A 0ISTAHCEOF 17$.0DFIEET, 2. I Jl'4n3" W. A OIITAHCE OF .... rEET, 3 N W42'11·w. 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S1r47'll" E,A DIS'TAHCE Of "30I FE ET TO THE POINT Of IE()Nr,lttQ: COHTA.ININGA CALCUlATEDMEAOF l.012 341 SQUARE FUT Oflt 1JIQ25 ACREI.MOR.EORUSS OWNERS ACKNOWLEDGEMENT OWNER: WEINGARTEN MILLER SHERIDAN LLC , A COLORADO LIMITED LIABILITY COMP~Y OY _______ _ AI.ITMORI.ZED StOHATURE PRINlN.,ME IT Alf Of COI.OAADO COUIITY Of----- I "'· I PRINTTnLE TH£ FOR!OOING INSTRUMENT WAS ACl<NOWLEOGEO BEFORE ME THIS ___ DAY Of ________ 200IA0 IY _________ AI ________ or WEINGAATE N Ml.LEA SHERIDAN u.c, A ca.ORAOO LMITED LIABIUTY WITNESS MY HAND AN O OFFICIAi. SEN.. NOT MY PUil.iC MY CXJIIIIOSSION EXPIRES·---- OWN ER: ALAN S. KUBE STATE OF COLORADO COUHlYOf ____ _ .... I SIGNATURE THE FOfltEGOING INSTRUMENT WAS. AO(NOWLEOGEO BEFORE ME THIS ___ DAY °'--------20CIIA..0 IVALANS KUIE. WITNESS MY HANO ANO OFFICIAL SEAL M'Y COMM lUIOH EXPIRES ---- OWNER. TOM R. CAARASCO '"""'"""" STATE Of COi.OR.ADO COUHlYOf ____ _ "' I SIGNATURE THE FOREGOffrfG INSTRUMENT WAI ACKNOW\..EDOEO IE FORE ME THIS ---DAY °'--------2008 AO IV TOM R CARRASCO WITNESS MY~ AHO OFflCIAl.lEAl.. MY COINIIIION EXP1REI· ---- \1 TITLE VERIFICATION W!, l AND Tfl\.E GUARAN'TEE eotr.lPAHV A TITLE INSURA"ICE COMPANY 00 HEstEIIY CER TIFY 1"6o\Al WE HAVE t>C.AM'*:0 THE TITLE CY ALL LANO snuA1ED MERE.ON AHO THAT TIT LE TD SUCHUHO IS \IE.S l ED IN T,if OEOICATC)stflJ ~stt:E A.HD ClEAR or ALL LIENS, 1 AXES ANO ENCLIMIRANCES. EXCEPT AS rouows .. ________ _ --------- TITU ________ _ ,..,. ________ _ STATE Of COLOM.DO COUNTY Of ____ _ I .. I TH£ rOREGOING INST RUMENT WAS AC:t(;HCM\.EDGED aEJ:ORE ME TMIS ___ 0.Y or ________ ,20:>I A D av _____ .. ____ _ Of LANO TITLE GUARANTEE CC*PANYTOM R CARflASCO WITNESS MY kANO AHO C>rFICIAL ~ NOT ARY Pl.8.JC \I GENERAL NOTES 1 HOllCE ACCORDING 10 COlOCU.00 LAW YOU MUST COMMENC E ANY LEGAL ACTION BASED UPON ,,,.V OHECT IN "i WIS SUII VEY WllMIH l MAEE YEARS AF TER YOU f!RSl DISCOVE RS~ 0E f'E C1 IN NO EVEN'f MAY AAV AC1 ION BASED UPO N ANY DEFE CT tN lf(IS SUR\l'E'I' IE COMMEN CED MOR E l MANTENYEAAS FROM THE DATE OF" THE CERTIF ICATION SHOWN HEREON 1W0-1C6(3)ialC R S 2 A.HY PERSON WHO IOIOW1NGL Y REMOVES. M. TEAS 0A OEJ"ACES ANY PU8LIC LANOSI.IRVEV MOHIAIElll OR ACCESSORY COMM llS A CLASS TWO {2) MlSOEMEAHOA PURS UANT TO STAlE SlAM E 11+5Q1 CA. I 3 All REFEREN CES HEREON TO BOOKS PAGES MAPS ANO A.~CEPTION Nl.MERS AAE PL&.IC DOCUMENTS nLEO IN N E RE CORDS OF ARAPAHOE COUNTY. COLORADO • THIS SUIOIVISION DLAT DOES NOT CO NSTml'IE A TITLE SEA.A CM BVV3COMPANIE5 or COLORADO LTD TO OET ERMtNE OWNERSHIP OF THIS TRAC T VERJr y 11>1£ OESCRJPl lON SHOWN VERJs:'Y THE CQMPAllll.l'TY OF" MS DESCRIPTIO N WfTM 1,-lAT OF" AOJACE"'11RACTS DA VEA.Jr v EASIEMEJofTSQr RECORD J"()A AU. INFQqMA TiOf,I REGARDING EASIEME.N1S, RIGHTS Of WAY 0A TO LE or RECORD, Vl COMPANI ES O'COLOAAOO LTD AELIEO uPON TITLE COMMIT MENT fritO ----PfUPAREO l!IV DATE D 2006 Al !.IOOPM !i THOSE PORT!~! o r THE P\.A,lS ~ P£TERS8UA.G JAVl1A'M< SU80MSION .... ,.,.SH SU8DMSION NAlCNE S SU8D1V1SION l=°ILING NO I REPL.A l or A P~llO"I OF TH E HAMl>OEN Bl.JSJN[SS CENlE.R ON THE PLATTE AN[) SCI E"'1 1~1C TAANSPDR1Al10N l°ll lNG lrrilO 1 l YI NG WITHIN THE BC)Ut,jOARIIESOF TMJS SL8DMSION ARE "4EREBV VACAlEO IHClUOING All EASE MENTS AN O AtGtll S OF WAY 0£01CATE0 1 1,EREON f, RlGMl..U-WAV Fo,;! INGRESS ANO EGRES S FOJI SE RVICE A. .. O Elr.l EAGE NCY VEHIO.ES WILL BE ESl ABl!Sl-fl;D OUAlNQ TH£ SJlE Pl.AH PROCESS THESE SHAU BE POSlED 'NO PARKING , GRE lAN£" 7 "l......ClS" DEPICTED ON l"f(f SUIOIVISION Pl.Al M"V NOT BE UltLlZEO AS INOEP£NOEN1 I U.L OI NG LOTS I TRACTS A B C A"10 H AA£ TO BE OWNE D "NO MAIIO:l AIME O av AN ASSOCIATION Of' P'tQPERTV ~E.RS AND AAE IN1ENOEO r~ USE AS OPEN SPACE ASS0CIA1E 0 WITH THE SOU TH PU,TTE RIVER CORRIDOR I TAACT& 0 E 1. J AN DK ARE F~ lHE PURPOSE Of THE ()PEAATION Of 510AMWAlER 00,t,l,IT'Y (ACUT1 £SAND A.Rf TO IE OWNE D ANO MAINTAJNEO BY AN '5SOCIATJOI\I Of PA.oPER 'TY ~ 10 TllACTS F M P O 5 ANO l .A.Rf FOR OPEN SP.t.CE ANO SIGNAGE PURPOSES AHDARE TO BE OWNEOAHO t.WNTAINEO BY AN ASSOCIATION Of ~RT'!' OWNERS 11 TRACT R IS INlE"/0£0 TO BE USEC IN C~U"I Cl l()N WITH LOT '8 ()&: lllootl, OR IN CC)fril.JU NC'T IO.,, WITt-o THE UNP\.AllEO PROPERTY TO THE EAST CV" TRAC T R 12 TA-.C.1 G 15 l ,if PORT ION Of PUBLtC STREETS DE0ICA1E0 TO NE QTY OT SHEA'D,Ur,i l ~T IS WIT...,.. THE. LEASEHOL D ESTATE LEASED FROM l liE crrv or ENCilEWOOO 13 lltACl MIS TO IE 0£\'ElOPEO AS AN AR EA FOA QUASI.PUBLIC USE IMPtlOYEMESTS WI THIN TA.A.C l l'I AR£ TO SE CONST RUCT ED OWNED AHO MAINTAINED I Y AN ASSOCiATtON or PROf"£RT'¥' C)NtitEAS II ,. TttACl O IS DEOICATEO TO THE cm OF SHER IDAN FOR ns F\ITURE CONS ntUCTION Of A P\AlllC STR EET HC)WfVf'A TRACT Ot.tAY SUBJECT t o A SE PARATE LICENSE AGSl.EEMEN'l I E \JTlL.1:-EO r OA PAAKl"iG ~POS[SIH C()tr,IJUtr;CllON WITliL OTS 1,2 AND 3 0f 111.0CK 1 H:, lOT 2 lkOCK e IHM.L HA\/£ NO Dl ft£C1 VEH!Cl.UJI AC CESS TO R!VER POl "il OlllVE ,e l '4!.RE SKAL.L BE NO DIRE CT vtl'l •CUL AA ACC ESS r rtQM AN" LOTS 10 o xrORO Al/tNUf I.H..ESS sPE CtfCAU Y AN>lll:OVE D BY THE CITY or SHERIOAN av flNAi Sfl E P\.AN , , OIR EC1 ACCESS 10 .t.OJACEh T s·Atf H1G>4WAYS Sl-4ALL I E SU6J£Cr TO APPR OVAL., T'1E o\PC>R oPAIAl E O(•AA.1 .. (fr or T,;( S1Al E CY CO..QIV.00 11 l Oll WllHl"I TH [ SAME tllOCK lHAl "-st [ OE51GJ,,A 1EO ti"' ll"IE SAW£ NI.MEW ANOA 0tr r f st EN'T LmEst SUCN AS LO'I' IA AH O LOT 18 ll.OCK !) 511All IE A.PPUltl ENA!<ll 1 0 EA C., 0 ~R .\NO S~ BE lJtE.ATEO AS A Sll<G.E LOl r oR OEV[lOf'liilE ... T AND CONVE YANCE PIJl:fPOSES lOTS Wl l~ T~E Lm£R Df5.IGNAT~ "A" INDICA TE A llASfHOLD ESTATE lilll'!Tt-o T"'£ U"IOE lltl "'1"'G l'[E l l'!"TlE Bf ING li El.0 8V1HE CfTY CY fNGlEWOOO COl.~ S..C,, C0te1NE.0 LOT S SO\ALL NO"' IE COfrNEVEO SE PAR.A.TEL Y fE G IIH'f CONVEYANCE or llit: LEASE HOLD ES1A1E or LO T 1A I LOCK ~ MVSl Al.SO INCL UDC A COlrri\'EY ANCE or LOl 18 llOCK 5 AHO VICE VfstSA ) 11 A S1QH1r1CAN1 POR Tl()tr,I 0, TlofE PROPEATV H,,t.115 Df P IC lEO ON t>;f IUBOW'I SOI Pl.Al WAS PR EVIOUSlY UTLtZ£0 AS AN UNAEGULA TEO LANOFtU l HE: APPRO,.tMA lE LIMI TS Of TliE ~ARE So+OWN Qtii 1"11:E.Pl.A \1 PLANNING COMMISSION APPROVAL ll'II S s uao1V1St0N Pl.Al or AIVE"RPOIN'T Al SHE R!Oo\N IS "iER EII Y APPROVE D TltlS -°""'Of ----- 4 0 II A PARCEL Of LANO LOCAl fD lf\l l HE NOR THEA ST QUARTlllt or S(CTION4, TCMINSHtP !, 90UTH IIWolOE. •WEil Of THE SIIOH PRINCIPAL. MflillOIAH, Cl"r,' or SHERIDAN COUN TY OF ARAPAHOE. STAT£ OT COI.OAADO, aEINGMORf PARTICULNU. Y OUCRIU.O AS FOU.OWS \I LEASSOR'S CONSENT SURVEYOR'S CERTIFICATE I, ALAN WAllttilER A LICENSED ... Of'"EIIK)trU.L LAN O SURVEYOR UC EIII Sl:010 ~ICE IN ll-lE STAT! Of COL ORADO 00 HE RESY CERT 1r v T11A l lHf I U'tVfY SHOWN AND DUGR!I ED MEREON WAS PMEPAA.£0 UNOE .. MY llJPER'llltOH AHO T11Al TH IS PLAT II TRUf AHO ACCURAT( 10 Tf(E I EITOf MVKNOM..lOOE .\NOIQ..IH II [===SH=E=R=l =DA=N=C=IT=Y =C=O=U=N=C=IL=A=P=PR=O=V=A=L==:,=1 C~NCING AT THE ~Ttt OUAA TER CORNEA OF SAID 5fCTK>N4 . A.IMON..M:Nl£01VAJ'IRASSCN' 'MTNUI CORNflll I T AMPE D PU 22511 , WHENCE THE NORTHWEST COflHEllt Of IND SECTION 4, AS MONI.ME NTED IY A 2·112" AL.l.MNUM CAP, 11AMP£0 !I'll 114),( IE.ARI I lrM'SO" W, A DIIT.tiHCE Of 2,1!16 ,a FEET WllWALL IEARINGS CONlAINED HEREIN IEINO RElATI\IE THERETO, THENCE I 23"51'!11' £, A O&llN«:E Of, ... 2$ FE£1 TOTHE POINT Of ........... 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CUll'o'E C10 C71 C72 C7J C74 C75 C76 C77 C78 C70 ceo ca, C82 CBJ ca• C85 cea Cll7 CIIII CBI C90 CII C92 C9J Cl4 CIS Cl& C97 CIB CII CIOO c,o , C102 w.tlill + UlUOT ,-0 AS IIOTID o f'CUC> .........off AS NOTtD (i) SCI 1 • DIMICllll 'IW.DII l'lASnt CN' .. ,,,.·~..- IWIICIJ) "\tJ ,u ..... • ---AUIIU01 UN( ------------ctlfflJUj( WOIOff UNf FOR REVIEW ONLY s 1·-eo· fU t Cff'r r, CHGILWOOO WSC UNf ---------------, EIIQl,_,.\m __ ,_,. . -a)- ' Sdenllsfs -- 1 -· Su,....)'OIII -- ~ Of ,Llll 1125312 4 .doc 412236-0 6 EXHIBITC MEMORANDUM OF LEASE 3 RECORDING REQUESTED BY AND WHEN RECORDED RETURN TO: Daniel L. Brotzman, Esq. City Attorney City of Englewood l 000 Englewood Parkway Englewood , CO 8011 0 (Space Above for Recorder's Use Only) EXHIBITC MEMORANDUM OF LEASE AND RIGHTS OF FIRST REFUSAL AND FIRST OFFER THIS MEMORANDUM OF LEASE AND RIGHTS OF FIRST REFUSAL (this "Memorandum") is made and entered into as of , 2006, by and among City of Englewood, a home rule municipal corporation ("Landlord"), and Sheridan Redevelopment Agency, a body corporate and politic of the State of Colorado ("Tenant"). 1. TERM AND PREMISES . The Lease Term commences on and ----- ends on , all in accordance with the provisions set forth in that certain written Ground Lease dated , 2006 and executed by Landlord and Tenant ("Lease"), all of which provisions are specifically made a part hereof as though fully and completely set forth herein. Landlord Leases to Tenant, and Tenant leases from Landlord, the certain real property consisting of land ("Premises") located in Arapahoe County , Colorado, as legally described in Exhibit A attached he reto , together with all rights of ingress and egress and all other rights appurte nant to said Premi ses including, without limitation, the right to use the improvements to be constructed on th e Premise s for the purposes contemplated in the Lease, all of which rights are m ore partic ul arl y d escr ibed in t h e Le a se . 2 . USE . Reference is particularly made in Article 19 .1 of the Lease wherein certain restrictions on the use of Premises . 3 . RIGHT OF FIRST REFUSAL. Landlord has granted to Ten ant a R ight of Fi rst Refusal during the term of the Lease to purchase the Pre m ises or a po rt io n thereof in the event Land lord receives an offer from a th ird person to purchase th e Premises or a po rtion th ereof AND the Landlord desires to acce pt. Reference is made to Article 2 1 of th e Lease fo r the s peci fi c term and conditions of the Right of First Refusal. 4. PURPOSE OF MEMORANDUM OF LEASE. This Memorandum is prepared for the purpose ofrecording and in no way modifies the express and particular provisions of the Lease . 5. FOR THE BENEFIT OF THE PREMISES. Landlord and Tenant intend that the covenants, conditions and restrictions described and referred to herein shall be both personal to Landlord and Tenant and binding on their successors and assigns (to the extent assignment is permitted under the Lease). Each successive owner of the Premises or of any portion thereof, and each person having any interest therein derived through any owner thereof, shall be bound by such covenants, conditions and restrictions for the benefit of the Premises . 6. TERMINATION. In the event the Lease terminates for any reason, Landlord shall have the right to record an Affidavit certifying that the Lease has terminated. Upon the recording of such Affidavit, this Memorandum shall also be deemed terminated and of no further force and effect. IN WITNESS WHEREOF, this Memorandum has been executed as of the date first written above. LANDLORD: CITY OF ENGLEWOOD A home rule municipal corporation By: Mayor TENANT: SHERIDAN REDEVELOPENT AGENCY A body corporate and politic of the State of Colorado By: Title: \Docurncnt and cttin Brad haw\Local cuinp\Tcmporary lnlcmcl Files LK2\Mcmo oflc •• C STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ___ day of _______ , 2006, by as Mayor of City of Englewood, a home rule municipal corporation. WI1NESS my hand and official seal. My commission expires: ------------ Notary Public STATE OF COLORADO ) ) ss. CITY AND COUNTY OF DENVER ) The foregoing instrument was acknowledged before me this ___ day of _______ , 2006 , by ., as of Sheridan Redevelopment Agency, a body corporate and politic of the State of Colorado . WI1NE SS my hand and official seal. My commission expires : ------------ Notary Public \Document nd cttm Brad haw\Local tlin \T mporar Internet File LK2\Memo of Le •• ,c 60 6\20\973129 3 EXHIBIT A TO MEMORANDUM OF LEASE AND RIGHTS OF FIRST REFUSAL AND FIRST OFFER LEGAL DESCRIPTION OF PREMISES Exhibit B -I of I .·• ~~i\ ~ PREMISES DESCRIPTION EXHIBIT A SHEET 1 OF 5 yj.~;lQ V e,tlrfn.ra@ vw~OMl<a A LEASE PREMISES LOCATED IN SECTION 4, TOWNSHIP 5 SOUTH , RANGE 68 WEST OF THE SIXTH PRINCIPAL MERIDIAN ; COUNTY OF ARAPAHOE, STATE OF COLORADO ; BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS : COMMENCING AT A WITNESS CORNER, BEINGS 89°56'50" W, 50.14 FEET DISTANT FROM THE CALCULATED POSITION OF THE NORTH QUARTER CORNER OF SAID SECTION 4 AND MONUMENTED BY A 3• BRASS CAP STAMPED "PLS 22571 ", WHENCE THE NORTHWEST CORNER OF SAID SECTION 4, AS MONUMENTED BY A 2-1/2" ALUMINUM CAP, STAMPED PLS 11434, BEARS S 89°56'50 " W, A DISTANCE OF 2,605 .26 FEET WITH ALL BEARINGS CONTAINED HEREIN BEING RELATIVE THERETO; THENCE ALONG THE NORTH LINE OF THE NORTHWEST QUARTER OF SAID SECTION 4 , N 89°56'50" E, A DISTANCE OF 50 .14 FEET TO THE CALCULATED POSITION OF THE NORTH QUARTER CORNER OF SAID SECTION 4 ; THENCE ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4, S 00°13'03" W, A DISTANCE OF 464 .17 TO THE SOUTHEASTERLY CORNER OF REPLAT OF A PORTION OF THE HAMPDEN BUSINESS CENTER ON THE PLATTE, A SUBDIVISION RECORDED IN PLAT BOOK 99 AT PAGE 6 OF THE ARAPAHOE COUNTY RECORDS AND THE POINT OF BEGINNING ; THENCE CONTINUING ALONG THE WEST LINE OF THE NORTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4, S 00"13'03 " W, A DISTANCE OF 824 .65 fEET; THENCE S 89°46'57" E, A DISTANCE OF 69.51 FEET; THENCE S 13°38'27" W , A DISTANCE OF 81 .34 FEET TO THE WESTERLY BOUNDARY OF YANISH SUBDIVISION, A SUBDIVISION RECORDED IN PLAT BOOK 41 AT PAGE 17 OF THE ARAPAHOE COUNTY RECORDS ; THENCE ALONG THE WESTERLY AND SOUTHERLY BOUNDARIES OF SAID YANISH SUBD IVISION THE FOLLOWING TWO (2) COURSES AND DISTANCES : 1. S 15°54'51" W , A DISTANCE OF 914 .34 FEET ; 2. S 73°37'05" E , A DISTANCE OF 554 .56 FE ET; THENCE S 16°22'55" W, A DISTANCE OF 94 .52 FEET; THENCE S 73°29'31" E, A DISTANCE OF 200 .06 FEET TO THE WESTERLY RIGHT OF WAY LINE OF SOUTH SANTA FE DRIVE; THENCE ALONG SAID WESTERLY RIGHT OF WAY LINE, S 16°27'48" W, A DISTANCE OF 147.12 FEET TO THE SOUTH LINE OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4; THENCE ALONG THE SOUTH LINE OF THE SOUTHWEST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 4 , S 89°56'49" W, A DISTANCE OF 460.45 FEET TO THE CENTER QUARTER CORNER OF SAID SECTION 4; THENCE ALONG THE NORTH LINE OF THE NORTH HALF OF THE SOUTHWEST QUARTER OF SAID SECTION 4, S 89°54'17" W, A DISTANCE OF 50.15 FEET; THENCE S 16°22'55" W, A DISTANCE OF 737 .64 FEET; THENCE S 45 °58'08" W, A DISTANCE OF 29 .26 FEET; THENCE N 89°20'47" W, A DISTANCE OF 23 .72 FEET ; THENCE S 39 °36'1 0" E, A DISTANCE OF 21 .75 FEET; TH EN C E S 26 °40'25" W, A DISTANC E OF 268 .67 FEET; T H EN C E N 6 3°19'35" W, A DI ST ANC E OF 30.00 FEET; THENCE S 26°40'25" W, A DISTANCE OF 165.06 FEET; THENCE N 89°58'35" W, A DISTANCE OF 158 .57 FEET; THENCE S 00"01'25" W, A DISTANCE OF 150 .00 FEET. TO THE NORTHERLY RIGHT OF WAY LINE OF OXFORD AVENUE ; THENCE ALONG THE NORTHERLY RIGHT OF WAY LINE OF OXFORD AVENUE , N 89°58'35" W , A DISTANCE OF 233 .40 FEET; THE N CE N 85°14'11" E, A DISTANCE OF 61.45 FEET; THE N CE N 00"28'34" W, A DISTANCE OF 207 .87 FEET; THENCE S 90 °00'00" E, A DISTANCE OF 57 .93 FEET; THENCE N 16"47'08" E, A DISTANCE OF 440.93 FEET; THENCE N 46"44'08" W, A DISTANCE OF 135 .36 FEET; THENCE N 26"23'49" W, A DISTANCE OF 78 .65 FEET; THENCE N 33 "29'43" E, A DISTANCE OF 73 .39 FEET; THENCE N 02"12'43" W, A DISTANCE OF 104 .93 FEET; THENCE N 14 "33'49" E, A DISTANCE OF 94 .85 FEET; CONTI NU ED ... PROJECT : 003038 V3 COMPANI ES OF COLORADO 2399 BLAKE STREET., STE . 1301 DENVER , CO. 80205 PH : 303-989-8588 FX: 303-989-9932 DENVER CHICAGO PHOENIX @ EX~!,~~!J A PREMISES DESCRIPTION CONTINUED THENCE N 04°58'59" W, A DISTANCE OF 71 .81 FEET ; THENCE N 12°19'17" E, A DISTANCE OF 46 .09 FEET; THENCE N 19°20'00" E , A DISTANCE OF 141 .15 FEET; THENCE N 08°04'57 " W, A DISTANCE OF 147 .73 FEET; THENCE N 40°22'45" E , A DISTANCE OF 96 .54 FEET; THENCE N 06°53'42" W, A DISTANCE OF 80.59 FEET; THENCE N 22"38'11 " E , A DISTANCE OF 91 .09 FEET; THENCE N 01°40'40" E, A DISTANCE OF 91 .14 FEET; THENCE N 36°27'17 " E, A DISTANCE OF 57 .62 FEET; THENCE N 20°16'06" W, A DISTANCE OF 160 .22 FEET; THENCE N 13°24'27" E, A DISTANCE OF 88 .22 FEET; THENCE N 22°04'04" W, A DISTANCE OF 38 .67 FEET; THENCE N 46 °43'15" W, A DISTANCE OF 88 .33 FEET; THENCE N 00°57'40" W, A DISTANCE OF 151 .08 FEET ; THENCE N 32°08'26" w. A DISTANCE OF 114 .85 FEET; THENCE N 15°32'59" W, A DISTANCE OF 76.29 FEET; THENCE N 39"16'11 " W , A DISTANCE OF 39 .29 FEET; THENCE N 65°37'00" W, A DISTANCE OF 71 .17 FEET; THENCE N 25"01'01" W , A DISTANCE OF 50 .11 FEET; THENCE N 52"37'27" W , A DISTANCE OF 33 .88 FEET; THENCE N 80°47'51 " w. A DISTANCE OF 56 .01 FEET; THENCE N 31°37'24 " W, A DISTANCE OF 91 .75 FEET; THENCE N 83 °47 '04" W , A DISTANCE OF 113 .35 FEET; THENCE N 32"23'45" W , A DISTANCE OF 86 .77 FEET; THENCE N 15°17'05" W , A DISTANCE OF 30 .14 FEET; THENCE N 00°05'56" E, A DISTANCE OF 31 .91 FEET; THENCE N 36°38'27" E, A DISTANCE OF 145.14 FEET; THENCE N 17°02'27" W, A DISTANCE OF 192 .38 FEET TO THE SOUTHERLY BOUNDARY OF SAID REPLA T OF A PORTION OF THE HAMPDEN BUSINESS CENTER ON THE PLATIE; vJ.~!Q ve1rt~.r~ v~r.tJJl~ THENCE ALONG THE SOUTHERLY BOUNDARY OF SAID REPLAT OF HAMPDEN BUSINESS CENTER ON THE PLATIE, N 72°57'33" E, A DISTANCE OF 1214.48 FEET TO THE POINT OF BEGINNING; CON T AINING A CALCULATED AREA OF 2,372,1 14 SQUARE FEET OR 54.457 ACR ES , MORE OR LESS . ILL UST RATION ATTACHED HERETO AND INCORPORATED HEREIN BY REFER E NCE . SURVEYOR'S CERTIF ICATE I HEREBY CERTIFY THAT THE ATIACHED PREMISES DESCRIPTION WAS PREPARED BY ME OR UNDER MY DIRECT SUPERVISION AND IS ACCURATE TO THE BEST OF MY KNOWLEDGE AND BELIEF . ALAN WARNER COLORADO PLS 28668 FOR AND ON BEHALF OF V3 COMPANIES OF COLORADO, LTD . 2399 BLAKE ST ., SUITE 130 DENVER, CO. 80205 303 -989-8588 003038 PROJECT : 003038 V3 COMPANIES OF COLORADO 2399 BLAKE STREET., STE. 130, DENVER, CO. 80205 PH : 303-989-8588 FX: 303 -989-9932 DENVER CHICAGO PHOENIX ILLUSTRATION FOR EXHIBIT A N89'56 '50"E 50.14' SHEET3 OF 5 ~ -A _ BASIS OF BEARINGS \_ V -N 89'56'50" E-2605.2_6_' -- NW COR., SEC . 4 2 -1/2" ALUM. CAP LS 11434 POINT OF COMM[NSEMENT WITNESS CORNER J" BRASS CAP, LS 22571 REPLAT HAMPDEN BUSINESS CENTER PLAT BOOK 99, PAGE 6 NW 1/16 COR., SEC. 4 f..'I, 2" ALUM. CAP > ILLEGIBLE UNPLATTED \..58 LEASE PREMISES 2,372,114 SF± 54.456 AC± THIS EXHIBIT DOES NOT REPRESENT A MONUMENTED LAND SURVEY, IT IS INTENDED ONLY TO DEPICT THE ATIACHED DESCRIPTION . .._ \_ N 7/4 COR ., SEC. 4 -- ~ CALCULATED POSITION ~ NO MONUMENT FOUND OR SET CORNER FALLS IN SOUTH PLATTE RIVER BLOCK 1 7 "" PETERSBURG . u PLAT BOOK A 1, PAGE 2 ~ LOT 1, BLOCK 1 ~{ GLENN'S SUBD. FIL. NO. 1 ,_,_PLAT BOOK 104, PAGE 38 .!: :I:: ... • ~ BLOCK 1 ~ _a :11:: NATCHES SUBD. :! <:: PLAT BOOK 105, PAGE 42 • !,.j g~ BLOCK 1 PETERSBURG PLAT BOOK At, PAGE 2 L2 0 Sca le : 1 "=3 00' 300 FEET LEASE PRE MI SES RIVER POINT AT SHERIDAN SECTION 4, T. 5 S., R. 68 W., 6TH PM 600 Engineers Scientists Surveyors 2399 Blake Street, Suite 130 Denver, CO 80205 303.989 .8588 vo ice 303.989 .9932 fu V3 co.com CITY OF SHERIDAN , COUNTY OF ARAPAHOE , STATE OF COLORADO ORN : AGW DATE : 07107106 JOB : 003038 CKD : SCALE : 1"=300' FBK : NIA ILLUSTRATION FOR EXHIBIT A UNPLATTED W 1/4 COR., SEC. 4 \ ~-;1/4" ALUM. 4-./-s 21502 UNPLATTEO L21 SHEET4 OF5 SEE SHEET 3 LEASE PREMISES 2 ,.372 , 1 14 SF± 54.456 AC ± _ N B9'S8'J~ IL 264 J.B4-' OXFORDAVENUE SOUTH LINE, NT/2, SWT/,4 SEC. 4 S1/16 COR., SEC 16/15 S 1/16 COR ., SEC . 4 1-1/2" ALUM. CAP J -1/4" ALUM. CAP ILLEGIBLE PLS 23516 PREMISES CONTAINS AP PROX .2,372 , 114 SQ FT (54 .456 ACRES). THIS EXHIBIT DOES NOT REPRESENT A MONUMENTED LAND SURVEY , IT IS INT END ED ONLY TO DEPICT THE ATIACHED DESCRIPTION . Engineers Scienti ts 2399 Blake Street, Sui te 130 Denver, CO 0205 303.989 . 588 voice 0 Scale : 1 "=300' 300 FEET LEASE PREMISES RIVER POINT AT SHERIDAN SECTION 4, T. 5 S., R. 68 W., 6TH PM 600 03 .9 9.9932 fu CITY OF SHERIDAN , COU NTY OF ARAPAHOE, STATE OF COLORADO ORN : AGW DATE : 07107106 JOB : D03038 LTD . CKD: SC E· 1"•300 FBK: N/A ILLUSTRATION FOR EXHIBIT A SHEET50F5 LINE TABLE LINE BEARING DISTANCE LINE BEARING DISTANCE L1 soo· 13•03"w 824.65' L31 N12"19'17"E 46.09' L2 S89.46'57"E 69.51' L.32 N19·2o·oo"E 141.15' L3 S13'38'27"W 81 .34' L.33 No8·o4'57"W 147.73' L4 s15·54'51"w 914.34' L34 N40.22'45"E 96.54' L5 S73'37'05"E 554.56' L35 No5·53'42"W 80.59' L6 S 15·22'55"W 94.52' L.36 N22.38'11"E 91.09' L7 S73.29'31"E 200.06' L37 No1·40'4o"E 91.14' LB s 15·21· 4B"W 147.12' L.38 N36.27' 17"E 57.62' L9 S89'56'49"W 460.45' L39 N20'16'06"W 160.22' L10 S89'54'17"W 50.15' L40 N13'24'27"E 88.22' L11 S16'22'55"W 737.64' L41 N22.04'04 "W 38.67' L12 s45·58'08"W 29.26' L42 N46'43'15"W 88.33' L13 N89'20'47"W 23.72' L43 N00'57'40"W 151.08' L14 S39'36'10"E 21.75' L44 N32'08'26"W 114.85' L15 S26'40'25"W 268.67' L45 N15'32'59"W 76.29' L16 N63'19'35"W 30.00' L46 N39'16'11"W 39.29' L17 S26'40'25"W 165.06' L47 N65' 37'00"W 71.17' L18 N89'58'35"W 158.57' L48 N25'01 '01 "W 50.11' L19 S00'01 '25"W 150.00' L49 N52'37'27"W 33.88' L20 N89'58'35"W 233.40' L50 N80'47'51 "W 56.01' L21 N85'14'11"E ' 61.45' L51 N31'37'24"W 91.75' L22 N00'28'34"W 207.87' L52 N83'47'04"W 113.35' L23 S90'00'00"E 57.93' L53 N32'23'45"W 86.77' L24 N16'47'08"E 440.93' L54 N15'17'05"W 30.14' L25 N46'44'08"W 135.36' L55 N00'05'56"E 31 .91' L26 N26'23'49"W 78.65' L56 N36'38'27"E 145.14' L27 N33'29'43"E 73.39' L57 N17'02'27"W 192.38' L28 N02'12'43"W 104.93' L58 N72'57'33"E 1214.48' L29 N14'33'49"E 94.85' L30 N04' 58 '59 "W 71.81' - ~i~\)Q L I Cf4ti ~~ijf g•;.:i ! \l lh.li~ -c BrroB:~ I ~ ... 0 7107/06 @ ~ .. .. U); ••••••• THIS EXHIBIT DOES NOT REPRESE NT A MONUMENTED LA ND SURVEY , ~ALL~~ IT IS INTENDED ONLY TO DEP ICT THE ATIACHED DESCR IPT ION. -2399 Blake Street, Suite 130 L EAS E PREMISES (·~ Engineers Denver, CO 80205 RIVE R POINT AT SHER IDAN Scien tists 303 .989 .8588 voice SECTIO N 4, T. 5 S., R. 68 W., 6TH PM Surveyors 303 .989 .9932 fax CITY OF SHERIDAN, COUNTY OF ARAPAHOE , STATE OF COLORADO V3co .com ORN : AGW I DATE : 07/07/06 I JOB : 003038 -i, CO MPANIES OF COLORADO LTD. CKD : I SCALE : 1"=N/A' IFBK: NIA - COUNCIL COMMUNICATION Date: Agenda Item: Subject: Jul y 24, 2006 11 a ii Emergency Ordinance Establishing the South Broadw ay Engle w ood Business Improv ement District Initiated By: Staff Source: Community Development Department Darren Hollingsworth, Economic Development Coordinator COUNCIL GOAL AND PREVIOUS COUNCIL ACTION Pursuant to Colorado Revised State Statutes § 31-25 Part 12, City Council conducted a public hearing on July 10, 2006 to determine the following: Review and determine the sufficiency of the petition and signatures requesting formation of the South Broadway Englewood Business Improvement District. Determine if the allegations of the organization petition are true. Determine if the services or improvements to be prov ided by the proposed district are those services or improv ements which best satisfy the purposes set forth in the statutes . La st fall City Council auth o rized a c ontract with Progressi ve Urban Management Associates (PUMA) to stud y the feasibility of creating a Business Improv ement District in Englewood. RECOMMENDED ACTION Community Dev elopment staff recommends Council adopt a Bill for an Emergency Ordinance c reating the South Broad w ay Engle w ood Business Improvement D istri c t (BID) pursuant to Colorado Rev is ed State Statutes § 3 1-2 5 Part 12. BID BACKGROUND AND PURPOSE The South Broadway Englewood Business Improvement District is a special assessment district designed to improve the economic vitality and ov erall commercial appeal of the South Broadway corridor in Englewood. The BID will provi de programs to businesses and commercial properties that will include district marketing, promotions, enhanced safety and maintenance. BID services will be in addition to services provided by the City of Englewood. The BID can perform the following kinds of functions wi th in the following general categories (fi n al BID p rog rammi ng will be determined by the BID board). Marketin g, Promot ions a nd Im age Enhan cement • Publi c relations to project a positive image of the South Broadway corridor • Co llaborative advertising among South Broadway businesses • Production and pa c kaging of marketing materials including South Broadway map, directory and web site • N , sl tter and oth er district commu n ica ti o n s The emergency ordinance status allows the South Broadway Englewood Business Improvement District to avoid any argument that the business improvement district had certified ballot content prior to being a legally created political subdivision of the State. In order for the South Broadway Englewood Business Improvement District to receive revenues , a majority of qualified electors within the proposed district must vote to approve the special assessment in an election to be held in November 2006. Mr. Kron will handle the special assessment election for the District. The total proposed budget for the first year of operation (2007) is approximately $100,000. This $100,000 will be levied as a result of the new BID assessments district and will not be a cost to the City of Englewood. These funds will be used for enhancing services beyond City services already provided in the proposed BID. PUBLIC HEARING FINDINGS Pursuant to Colorado Revised State Statutes § 31-25 Part 12, City Council conducted a Public Hearing on July 10, 2006 to determine the following: Review and determine the sufficiency of the petition and signatures requesting formation of the South Broadway Englewood Business Improvement District. Determine if the allegations of the organization petition are true. Determine if the services or improvements to be provided by the proposed district are those services or improvements which best satisfy the purposes set forth in the statutes . The City Clerk has caused notice of this Public Hearing to be published and mailed first to all real and personal property owners in the proposed South Broadway Englewood Business Improvement District. The evidence presented at the Public Hearing demonstrates that all conditions imposed by State law for the organization of a business improvement district exist in this case and support the organization of the District. FINANCIAL IMPACT There are no direct increased financial impacts to the City of Englewood associated with creation of the proposed South Broadway Englewood Business Improvement District. LIST OF ATTACHMENTS • South Broadway Englewood Business Improvement District Operating Plan and Budget dated March 3, 2006 • Draft Resolution, tentatively scheduled on August 7, 2006, for City Council consideration, establishing the South Broadway Englewood Business Improvement District Board of Directors • Bill for an Ordinance CORRECTION THE PRECED ING DOCUMENT OR BLANK FRAME HAS BEEN REivTICROF!LMED TO ASSURE LEGIBILITY AND I TS /MA GE APPEARS IMMEDIATELY HEREAFTER. _......._ __ ~...,.. ....... ~====-"-·--'==-· ..... ~ COUNCIL COMMUNICATION Date: Agenda Item : Subject: July 24, 2006 11 a ii Emergency Ordinance Establishing the South Broadway Englewood Business Improvement District Initiated By: Staff Source: Community Development Department Darren Hollingsworth, Economic Development Coordinator COUNCIL GOAL AND PREVIOUS COUNCIL ACTION Pursuant to Colorado Revised State Statutes § 31 ·25 Part 12, City Council conducted a public hearing on July 10, 2006 to determine the following: Review and determine the sufficiency of the petition and signatures requesting formation of the South Broadway Englewood Business Improvement District. Determine if the allegations of the organization petition are true . Determine if the services or improvements to be provided by the proposed district are those services or improvements which best satisfy the purposes set forth in the statutes. Last fall City Council authorized a contract with Progressive Urban Management Associates (PUMA) to study the feasibility of creating a Business Improvement District in Englewood. RECOMMENDED ACTION Community Development staff recommends Council adopt a Bill for an Emergency Ordinance creating the South Broadway Englewood Business Improvement District (BID) pursuant to Colorado Revised State Statutes § 31-25 Part 12. BID BACKGROUND AND PURPOSE The South Broadway Englewood Business Improvement District is a special assessment district designed to improve the economic vitality and overall commercial appeal of the South Broadway corridor in Englewood . The BID will provide programs to businesses and commercial properties that will include district marketing, promotions, enhanced safety and maintenance. BID services will be in addition to services provided by the City of Englewood. The BID can perform the following kinds of functions within the following general categories (final BID programming will be determined by the BID board). Marketing, Promotions and Image Enhancement • Public relations to project a positive image of the Sou th Broadway co rridor • Collaborative advertising among South Broadway businesses • Production and packaging of marketing materials including South Broadway map, directory and web site • Newsletter and other district communications • Market research and stakeholder surveys • Special events including themed, historical events and ongoing events programming Enhanced Safety and Maintenance • Enhanced safety patrols • More effective communication with Englewood Police • Video monitoring • Community and business watch programs • Graffiti cleanup • Sidewalk power washing Special Projects • Banners • Gateways • Signage • Public art • Cosmetic improvements • Other projects as appropriate BID PETITION FINDINGS The original Business Improvement District (BID) petitions were submitted on May 15, 2006. There were 90 petition secti ons submitted . After the v erification process was completed, 2 7 petitions were returned for cure. The cure period ended on June 1, 2006, with 22 petitions being resubmitted and one petition submitted for the first time. After the verification process was completed, two petitions were rejected. Total District assessed value is $11 ,336,790 . Total District land area is 1,096,051 square feet Assessed value from petitions submitted and accepted is $6 ,058,980. The assessed v alue from the petitions submitted and accepted to the total District assessed value is 53 %. The land /acreage from the p etiti o ns submitt ed and ac c epted to the total District land /acreage is 56%. The law requires that the petitions cannot represe n t less th an 50% of the asse ss ed valu ation and ha s to represent at least 50% of the acreage of the proposed district. The pe t itions submitted and accepted appear to meet these requirements . BID FORMATION This emerge ncy ordinance is bei ng reques ted by Mr. Ri ck Kro n, th e att o rn ey re p rese ntin g the So uth Broadway Englewood BID. Were the ordina nce to ru n un der t he stand ar d t im eframe, th e BI D would be u nable to meet State stat utory re qu ireme nts. Purs uant to Sec ti o n 1-5-2 03 of th e U n iform Ele c tion Code, the business improvement dis tric t must certify the ba ll ot content no later th an sixty (60) days prior to the November 7, 2006 genera l election, which in th is case mea ns tha t th e district w ould need to c ertify its ballot c ontent on or before Sep tember 8, 2006 . Under th e standard o rdinan ce timeframe, the ordinan c e would not take effect until September 11 , 2006. The emergency ordinance status allows the South Broadway Englewood Business Improv ement District to avoid any argument that the business improvement district had certified ballot content prior to being a legally created political subdivision of the State . In order for the South Broadway Englewood Business Improvement District to recei v e revenues, a majority of qualified electors within the proposed district must vote to approve the special assessment in an election to be held in November 2006 . Mr. Kron will handle the special assessment election for the District. The total proposed budget for the first year of operation (2007) is approximately $100,000. This $100,000 will be levied as a result of the new BID assessments district and will not be a cost to the City of Englewood. These funds will be used for enhancing services beyond City services already provided in the proposed BID . PUBLIC HEARING FINDINGS Pursuant to Colorado Revised State Statutes § 31-25 Part 12, City Council conducted a Public Hearing on July 10, 2006 to determine the following: Review and determine the sufficiency of the petition and signatures requesting formation of the South Broadway Englewood Business Improvement District. Determine if the allegations of the organization petition are true. Determine if the services or improvements to be provided by the proposed district are those services or improvements which best satisfy the purposes set forth in the statutes . The City Clerk has caused notice of this Public Hearing to be published and mailed first to all real and personal property owners in the p roposed South Broadway Engle w ood Business Improvement D istrict. The evidence presented at the Public Hearing demonstrates that all c onditions imposed by State law for the organization of a business improvement district exist in this case and support the organization of the District. FINANCIAL IMPACT There are no direct increased financial impacts to the City of Englew ood asso ci at ed with c reation of the proposed South Broadway Englewood Busine ss Improve m ent Dist ric t. LIST OF ATTACHMENTS • South Broadway Englewood Business Improvement District Operating Plan and Budget dated March 3, 2006 • Draft Resolu tion, tentatively scheduled on August 7, 2006, for City Council consideration, establis h ing the So uth Broadway Englewood Business Improvement District Board of D irectors • Bill for an Ordinance I. SUMMARY SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT OPERATING PLAN AND BUDGET March 3, 2006 The South Broadway Englewood Business Improvement District (BID) is a special assessment district designed to improve the economic vitality and overall commercial appeal of the South Broadway corridor in Englewood. The BID will provide programming and benefits to businesses and commercial properties that will include marketing, promotions, enhanced safety and maintenance. BID services will be in addition to services currently provided by the City of Englewood. BIDs help improve image, increase sales, occupancies and property values and attract new customers and businesses in commercial districts and downtowns throughout Colorado and the country. Here are the main characteristics of the South Broadway Englewood BID: Name: Proposed Boundaries: BID Programs: South Broadway Englewood Business Improvement District (BID). The proposed South Broadway Englewood BID boundary generally encompasses the commercial properties facing the South Broadway corridor from Yale to Highway 285 . A map of the BID boundary is attached for reference. The BID can perform the following kinds of functions within the following general categories (final BID programming will be determined by the BID board): Marketing, Promotions and Image Enhancement: • Public relations to project a positive image of the South Broadway corridor • Collaborative advertising among South Broadway businesses • Production and packaging of marketing materials including South Broadway map, directory and web site • Newsletter and other district communications • Market research & stakeholder surveys • Special Events including themed, historical events and ongoing events programming • Budget: Special Assessments: Methodology: Assessment: Enhanced Safety & Maintenance • Enhanced safety patrols • More effective communication with Police • Video monitoring • Community and business watch programs • Graffiti cleanup • Sidewalk power washing Special Projects • Banners • Gateways • Signage • Public art • Cosmetic improvements • Other projects as appropriate Total proposed budget for the first year of operation (2007) will be approximately $100,000. Funding for BID services will be raised through a special assessment that will be based upon a combination of commercial land area and first floor commercial building square footage. In order to allocate the costs of the services and improvements to be furnished by the BID in a way that most closely reflects its benefits, the BID will collect a special assessment based upon commercial land area and first floor square footage. There are approximately 1.1 million square feet of commercial land and about 440 ,000 square feet of commercial first floor building within the proposed BID boundaries. Per Colorado state law, any property that is within the BID boundary and is classified for assessment by the county assessor as residential or agricultural is not subject to the revenue ra ising powers of the BID and therefore will not be assessed by the BID . Below is a table outlining the assessment based on square foot of lot and square foot of building : Rate per SF of lot .029 Rate per SF of first floor .152 building 2 Term: City Services: District Formation: Financial Approval: Governance: Dissolution : A term of ten ( 10) years is recommended for the South Broadway Englewood BID. A base level of services agreement between the BID and the City of Englewood will outline the City's current level of services in the BID area, as the City will maintain its existing services . BID services will be in addition to any City services currently provided downtown. The formation of a BID in Colorado requires submission of petitions from owners of real and personal property representing more than 50% of total acreage and assessed value within the district, a public hearing and a City Council ordinance forming the BID. In order to allow for a BID assessment, a majority of qualified electors within the proposed district who actually vote must approve the assessment in an election to be held in November 2006. The BID will be managed by a Board of Directors consisting of five (5) to seven (7) members, all of whom shall be voting members and BID ratepayers. One additional seat (in addition to the 5-7 voting members) shall be reserved for an ex-officio member that shall be a representative of the City of Englewood. The board will determine annual BID priorities and oversee ongoing management of BID programs. The board shall consist of a majority of real property owners, shall equitably represent geographic areas of the BID and a variety of size and type of property and businesses. A slate of board nominees shall be submitted by a nominating committee to City Council for approval. City Council may, at its discretion, decline to appoint the slate of nominees but if it does so it shall return the entire slate to the nominating committee which shall submit another slate of nominees for consideration by City Council. The BID may be dissolved if property owners representing more than 50% of total acreage and assessed value within the District submit petitions to dissolve it, or if the BID fails to submit an operating budget to City Council for two successive years. 3 II. WHY FORM A BID? There are several reasons why now is the right time to form a Business Improvement District along the South Broadway corridor in Englewood: • Increase Sales, Occupancies and Property Values: More than 1,000 BIDs have been formed throughout North America and are acknowledged as a critical ingredient in commercial area revitalization . BIDs are proven to work by funding improvements and services that enhance the overall vitality of a business district. Success is measured by higher occupancies, sales and property values. Nationally, the BID renewal rate is 99%. • Strengthen the South Broadway Corridor's Competitiveness in the Regional Marketplace: The BID supports a results-oriented set of programs that will produce both short-term and long-term tangible improvements. These improvements and services will help accelerate efforts to attract and retain consumers, visitors, new businesses and investment to South Broadway. • Create a Reliable Source of Funding for South Broadway: A BID will provide a reliable, multi-year source of funding to ensure these programs can continue to showcase and benefit the South Broadway corridor. • Leverage Positive Changes along the South Broadway corridor: There are exciting changes in Englewood-with new businesses and investment creating an eclectic and exciting business mix. The BID will help to ensure that the benefits of the new investment and energy will be spread throughout the South Broadway corridor. • Broaden Private Sector Control and Accountability: The South Broadway Englewood BID will be governed by a board of district property and business owners. Annual BID work plans and budgets will be developed by the board, ensuring that the BID will be directly accountable to those who pay an assessment. New programs will be subject to private sector performance standards and controls . • Create a Unified Voice for the South Broadway Corridor in Englewood : A BID will help broaden the foundation for developing a viable and unified private sector voice for the South Broadway corridor. A BID will unify and enhance the current merchant association efforts, and act as an advocate for the healthy growth and development of the entire BID area . 4 Ill. PROCESS TO CREATE THE BID OPERATING PLAN The Plan for creating a BID along South Broadway in Englewood is the result of a community process in which more than 100 Englewood area property and business owners have participated between the fall of 2005 and the spring of 2006. The City of Englewood, at the behest of a group of merchant and property owners, retained the consulting firm of Progressive Urban Management Associates (P.U.M .A.) to help determine the feasibility of forming a BID. Key steps of the process included: • BID Steering Committee: To guide the consultant team and test the viability of the BID concept, a Steering Committee composed of district property owners and business owners was created. Steering Committee members include: Ted Vasilas, Jon Cook, Doug Cohn, Beth Minnick, Bob Voth, Rick Reese, Brian Verbeck, Steve Schalk and Bob Laughlin. • One-On-One Meetings with Key Property Owners: A series of one- on-one meetings were held with business and property owners in the BID study area to determine their willingness to support a BID. • Stakeholder Focus Groups: To involve property and business owners in the design and development of the plan, two stakeholder focus groups were held in November, 2005. The focus groups included a survey designed to assess service priorities and whether there was an appetite to support various BID improvements and activities. • Direct Mail Survey: A direct mail survey was sent to property owners within the Englewood BID study area in November, 2005. Fifty-five (55) surveys were returned providing additional input for the design of the BID work plan. • Plan Review Workshops/Final Plan: The draft BID work plan and budget were reviewed by the BID Steering Committee and then presented to property and business owners in two workshops held in early February, 2006. Input from the workshops and Steering Committee led to the completion of the final plan . Top community priorities that emerged from nearly 100 surveys completed by participants in one-on-one meetings and focus groups and respondents to the mail survey included : • Marketing , Promotions & Image Enhancement • Enhanced Maintenance • Enhanced Safety 5 IV. SOUTH BROADWAY ENGLEWOOD BID OPERATING PLAN As determined by area property and business owners, the top priorities for improvements and activities within the BID study area include: • Marketing and promotions to increase the South Broadway corridor's image as a destination and increase the consumer draw to the corridor. • Enhanced maintenance and safety programs to address nuisance crimes to create a more attractive, safe and appealing area. The following narrative provides recommendations for the first operating year of the BID. The Board may amend program activities in subsequent years within the general categories authorized by state law and in the approved annual operating plan and budget. Final programs and budgets will be subject to the annual review and approval of the BID Board of Directors. BID PROGRAMS Marketing and Promotions: Initiatives are recommended to enhance the overall image and marketability of the South Broadway corridor to attract a wide array of consumers and promote South Broadway shops, restaurants, night clubs and other attractions. The BID Board of Directors will set annual priorities for marketing projects. Options include: • Public relations to raise regional awareness of the South Broadway corridor and its unique restaurants, shops, and attractions. • Map and Directory to help consumers find their way around the corridor and to locate specific venues . • Collaborative Marketing among the various merchants and vendors along the corridor in order to leverage marketing funds and resources. • South Broadway website that maintains current information on area businesses, special events and contact information for South Broadway Englewood BID personnel and services • Market research to better understand who is shopping along the corridor and what shops, services, restaurants and events are gaining the biggest consumer draw. • Communications including the publication of a periodic newsletter and annual stakeholder surveys to determine the overall satisfaction with and effectiveness of BID programs. • Special Events that bring focus and attention to the corridor are encouraged to continue and expand . 6 Enhanced Maintenance and Safety Programs are recommended to improve the overall image, safety and appeal of the South Broadway corridor including: • Enhanced safety patrols • More effective communication with Police • Video monitoring • Community and business watch programs • Graffiti cleanup • Sidewalk power washing Special Projects to enhance the sense of place and esthetic quality of the South Broadway corridor include: • Banners • Gateways • Signage • Public art • Cosmetic improvements V. BID BUDGET The proposed annual BID budget is approximately $100,000, to be raised through a combination of special assessment on commercial lot and building (first floor only) located within the boundaries of the BID . The budget includes provisions for defraying the costs of collecting the special assessments and other expenses normally associated with special assessment processes. Bonds: The BID shall be authorized to issue bonds at the discretion of, and in such amounts as may be determined by, the BID Board of Directors, and subject further to the approval of a majority of BID electors at an election called for the purpose of authorizing such bonds. Fees and Charges: Although the current budget and operating plan do not contemplate imposing rates and charges for services furnished or performed, the BID shall be authorized to impose and collect reasonable fees and charges for specific services as determined by the BID Board of Directors. There are no plans to impose any additional fees and charges beyond the annual BID assessment at this time. 7 VI. ASSESSMENT METHODOLOGY Under Colorado statutes, Business Improvement Districts can generate revenues through several methods, including charges for services rendered by the district, fees, taxes, special assessments, or a combination of any of these. In order to allocate the costs of the services to be furnished by the BID in a way that most closely reflects the benefits conferred upon the businesses and commercial properties in the BID, the BID shall be authorized to determine, impose and collect special assessments based upon both commercial lot and first floor commercial building square footage. The special assessment methodology is intended to equitably address the intended benefits to South Broadway based upon real property characteristics to achieve the following: BID services will improve overall image and marketability of properties throughout the entire area of the BID, leading to increased occupancies and values. Land square footage is utilized as an assessment variable to distribute the anticipated benefit to property resulting from these services. One-third of the projected BID budget is allocated to land. First floor building square footage is assessed at a higher rate than land. The first floor of real property is expected to benefit from image enhancement activities that increase occupancies and sales, particularly from retail related uses. Two-thirds of the projected BID budget is allocated to the first floor of real property. Second floor and higher building square footage is omitted from the special assessment because these spaces do not provide the same level of economic return as first floor spaces and are less likely to be occupied by retail related uses. The following assessment rates apply to South Broadway Englewood properties based upon a database that has been assembled by the City of Englewood utilizing data supplied by the Arapahoe County Assessor and GIS technology. Estimated assessment rates on real property for the first operating year of the BID are : Per sq .ft . of Lot Per sq .ft. of main floor of building South Broadway $.029 $.152 Commercial Properties Annual Adjustments: In order to provide adequate funding for the costs of providing its services and improvements in the future , the BID shall be authorized to increase the rates of assessment set forth above not more than fi ve percent (5 %) ea ch year, on a c umulative basis . The assessment will be 8 collected by the Englewood City Treasurer pursuant to an agreement to be entered into by between the BID and Treasurer's Office. VII. BID GOVERNANCE AND PROGRAM MANAGEMENT Governance: The BID will be managed by a Board of Directors consisting of five (5) to seven (7) members , all of whom shall be voting members and BID ratepayers . One additional seat (in addition to the 5-7 voting members) shall be reserved for an ex-officio member who shall be a representative of the City of Englewood. The board will determine annual BID priorities and oversee ongoing management of BID programs. The board shall consist of a majority of real property owners, shall equitably represent geographic areas of the BID and a variety of size and type of property and businesses. A slate of board nominees shall be submitted by a nominating committee to City Council for approval. City Council may, at its discretion , decline to appoint the slate of nominees but if it does so it shall return the entire slate to the nominating committee which shall submit another slate of nominees for consideration by City Council. The BID board will have the following responsibilities : • Prepare and file the annual BID budget in accordance with state legal requirements and ensure compliance w ith other state laws . • Provide direction and coordination in carrying out BID funded improvements and services. Program Management: In order to manage and implement BID programs, the BID Board of Directors may engage professional staff support in a variety of ways , including: • Employing marketing and events , maintenance or security professionals as full or part-time staff members • Cont racting for specific services wi t h private firms The board will make final decisions regarding the operation and daily management of BID services upon its formation . VIII . CITY SERVICES A base level of services agreement between the BID and the City of Englewood will outline the City's current level of services along the South Broadway corridor. BID services will be in addition to any City serv ices currently provided in the BID boundary. 9 IX. TERM The BID will sunset ten years after it begins operations in 2007 (at the end of 2016), unless extended beyond such term by petitions meeting the requirements of state law for organization of a new business improvement district, and such extension is approved by the City Council. 10 SAMPLE FIRST YEAR BID OPERATING BUDGET -2007- Revenue BID Assessments Interest, sponsorships Other income Total Expenditures Marketing Options include: • Public relations • Marketing materials (web site, map, directory) • Market research $100,000 $10,000 $110,000 $50,000 • BID ratepayer communications (newsletter blast faxes, emails) • Special events Maintenance & Safety $25,000 Options include : • Enhanced safety patrols • Video monitoring • Community and business watch programs • Graffiti cleanup • Sidewalk maintenance, power washing Special Projects Options Include: • Banners • Gateways • S ignage • Public art • Cosmetic improvements Total Expenditures Operating Reserve (5%) Capital Reserve (5%) Total Reserves TOTAL $25,000 $100,000 $5 ,000 $5 ,000 $10,000 $110,000 11 Proposed South Broadway Englewood Business Improvement District 0 Proposed BID Boundary O Commercial ® Exempt 0 600 1,200 1,800 0 ity of Englewood Feet March 2006 RESOLUTION NO. SERJES OF 2006 DRAFT A RESOLUTION ESTABLISHING THE SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT BOARD OF DIRECTORS . WHEREAS, the South Broadway Englewood Business Improvement District is a special assessment district designed to improve the economic vitality and overall commercial appeal of the South Broadway corridor in the City of Englewood, Colorado to provide programs to businesses and commercial properties that will include district marketing, promotions, enhances safety and maintenance ; and WHEREAS, the South Broadway Englewood Business Improvement District (SBEBID) will be managed by a Board of Directors consisting of seven members , all of whom shall be voting members and South Broadway Englewood Business Improvement District voting members and rate payers ; and WHEREAS , one additional seat in addition to the seven (7) voting members shall be reserved for an ex-officio member who is a representative of the City of Englewood; and WHEREAS , the Board of Directors shall determine annual SBEBID priorities and oversee ongoing management of SBEBID programs ; and WHEREAS , the Board of Directors shall consist of a majority of real property owners , shall be an equitable representation of geographic areas of the SBEBID and size and type of property and businesses ; and WHEREAS, a slate of Board of Directors nominees has been submitted by a nominating committee to the Englewood City Council for approval ; and WHEREAS , the passage of this Resolution shall establish the District Board of Directors for three year terms ; NOW, THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ENGLEWOOD, COLORADO, THAT: Section I . The Englewood City council hereby appoints the South Broadway Englewood Business Improvement District Board of Directors as follows : Ted Vasilas -Ted 's Clothiers Jon C . Cook -Auto Dealing Lending Rick Reese -Dress for Less C lothiers Bob Laughlin -Acoustic Music Reviva l Bob Voth -Sir Speedy Richard Weigang -The Cathol ic Store Bryan Reid -Edwards Tobacco Shop , Inc . DRAFT Section 2. The South Broadway Englewood Business Improvement District Board of Directors terms will be effective immediately for a period of three (3) years. Upon the expiration of the initial terms the Englewood City Council shall appoint persons to fill new terms and vacancies from a slate of nominees submitted to City Council by the District Board of Directors for three year terms . ADOPTED AND APPROVED this 7th of August, 2006. ATTEST: Olga Wolosyn, Mayor Loucrishia A. Ellis, City Clerk I , Loucrishia A. Ellis, City Clerk for the City of Englewood, Colorado, hereby certify the above is a true copy of Resolution No. __ , Series of 2006. Loucrishia A . Ellis, City Clerk - ORDINANCE NO . SERIES OF 2006 BY AUTHORITY COUNCIL BILL NO. 29 INTRODUCED BY COUNCIL MEMBER ------- A BILL FOR AN ORDINANCE ESTABLISHING THE SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT AND DECLARING AN EMERGENCY. WHEREAS , on May 15 , 2006 , the City Clerk received a petition ("Petition") requesting that the Englewood City Council establish a business improvement district to be known as the South Broadway Englewood Business Improvement District along South Broadway from the 2700 Block through the 3500 Block, in the City of Englewood , Colorado pursuant to 31-25-120 l , et seq ., C.R.S .; and WHEREAS, the petition was accompanied by the required cash deposit and a proposed 2007 operating plan and budget (the Operating Plan); and WHEREAS , the City Clerk presented the Petition and Operating Plan to the Englewood City Council at a regular meeting held July 10 , 2006 at which time the City Council held a public hearing on the petition ; and WHEREAS , the City Clerk has caused required notice of said public hearing to be published and mailed by first class mail to all property owners within the proposed South Broadway Englewood Business Improvement Di strict (the "District"); and WHEREAS , the Englewood City Council held the public hearing on July 10 , 2006, at which time the petitioners and other interested parties appeared and were given opportunity to be heard ; and WHEREAS , the evidence presented at the public hearing demonstrates that all conditions impos ed by state law for the organization of a busine ss improvement district exist in this case and supp ort th e organ ization of the Di stri ct ; N O W, TH EREF ORE, BE IT ORDAINED B Y TH E CITY COUN CIL OF THE CITY OF ENGLEWOOD, COLORADO , AS FOLLO WS: Section 1. An emergency is hereby declared requiring immediate passage of th is Ordi nance for the reason that under Section 1-5-203 of the Uniform Election Code, the B id mu st certify th e ballot content no later than sixty days prior to the November 7, 200 6 Genera l E lect io n . Accordi ngly, City Coun ci l fi nds a nd d eterm ines th at an emerge ncy exis ts and th at p ass age o f th e wi thin B ill for Ordinance is necessary for th e imm ed ia te preservation of publi c propert y, h ealth , peace and safety and shall become effective immedia te ly up on fina l passage and publ is hed w it h in seven days of final passage . Sec tion 2. The above and foregoing recitals are incorporated h erei n by r efere nce and are adopted as findings and determinations of the Englewood City Council. T he Eng lewood City Council further find s and determines a follows : 1 A. The Petition is in the form and content required by state law . B . The total valuation for assessment of the taxable real and personal property in the service area, according to the records of the Arapahoe County Assessor, is $11,336,790. C. The signatures on the Petition are genuine, and represent ownership of real and personal property in the service area having a valuation for assessment of $6 ,058,980, which is more than fifty percent of the total valuation. D . The acreage in the proposed District is 25.2 acres . E. The signatures on the Petition represent ownership of 14.1 acres, which is more than fifty percent of the total acreage of the District. F . All other allegations of the Petition are true. G. The types of services or improvements to be provided by the proposed District are those services or improvements, which best satisfy the purposes of Part 12 of Article 25, Title 31 C.R.S . H. Not less than fifty percent of the service area has, before the passage of this Ordinance, been developed and used as commercial property, and at the present time the service area is used primarily as commercial property. None of the property within the boundaries of the District is classified other than as commercial property, and none of such property is within any other existing business improvement district. I . All of the property within the boundaries of the District is within the corporate limits of the City of Englewood, Colorado. Section 3 . Based on the above findings, the Englewood City Council declares the District organized under the corporate name of the South Broadway Englewood Business Improvement District, with the boundaries and service area specified in The District Operating Plan and Budget dated March 3, 2006. The District shall have all powers conferred by statute upon business improvement districts to furnish the services and facilities enumerated in the Operating Plan for 2007, which Operating Plan is also hereby approved . Section 4. The Board of Directors of the District shall consist of seven electors of the District appointed by the Englewood City Council as more fully set forth through a Resolution . The initial tenns so appointed shall commence on the effective date of this Ordinance and extend until the dates specified in the Resolution . Upon the expiration of the initial terms, successors shall be appointed for tenns of three years. The City Council shall appoint persons to fill new tenns and vacancies from slates of nominees submitted to City Council by the District Board of Directors . City Council may, in its discretion, decline to appoint the slate of nominees. If it does so, the entire slate shall be returned to the District Board of Directors who shall submit another slate of nominees for consideration by City Council. Slates submitted by the District Board of Directors shall be composed of persons who are then electors of the District and whose appointment will result in a Board of Directors whose composition is consistent with the standards set forth in the Operating Plan currently in effect. Section 5. The Mayor is authorized to execute and the City Clerk to attest and seal for and on behalf of the City of Englewood, Colorado . 2 Section 6. Sunset Provision . The South Broadway Englewood Business Improvement District shall terminate in ten (10) years unless renewed by Council Ordinance. A Public Hearing was held on the I01h day of July , 2006 . Introduced, read in full, and passed on first reading as an emergency ordinance on the 24th day of July, 2006. Published as an emergency Bill for an Ordinance on the 28th day of July , 2006. Olga Wolosyn, Mayor ATTEST: Loucrishia A. Ellis, City Clerk I, Loucrishia A. Ellis , City Clerk of the City of Englewood, Colorado , hereby certify that the above and foregoing is a true copy of an emergency Bill for an Ordinance, introduced, read in full , and passed on first reading on the 24th day of July, 2006 . Loucrishia A . Ellis 3 COUNCIL COMMUNICATION Date: Agenda Item: Subject: Jul y 24, 2006 11 a iii South Suburban Parks & Recreation Mary Carter Green w ay Trail Construction Agreement Initiated By: Staff Source: Community Development Department Mark Graham , Senior Planner PREVIOUS COUNCIL ACTION/ COUNCIL GOALS • On July 21, 2003, Council approved the South Platte River Open Space Plan. • Council approved the 2005 Open Space budget including match funding for this project as part of the Multi-Year Capital Project budget. • On January 14, 2005, Council approved the IGA to participate in the Arapahoe County Open Space Shareback program that provides the match funding. • On August 15, 2005, Council approved the IGA w ith Arapahoe County for Open Space Grant Funds for the Mary Carter Greenway Trail Expansion and Buffer. • The project supports two Council Outcomes : 1. Pro v iding and maintaining quality infrastructure. 2. Pro viding di verse cultural, recreational and entertainment opportun ities. RECOMMENDED ACTION Sta ff recommends that Council ad o pt a Bill for an Ordinan c e for Englew ood to enter into a C o nstru ction Agre ement wi th the South Suburban Pa rks and Re c reati o n Distri c t (South Suburban ) fo r th e purp ose of co nstru c tin g tr ail improve ments for bi cy cl is ts and p e destri ans along the South Pla tte Ri ver. In th e propose d agreemen t, Sou th Su burban is p ledging $125,000 as th e matc h funding for the trail project. BACKGROUND AND ANALYSI S The Arapahoe County Open Space and Trai ls Board (OSTB) se lected this tra il s project to receive $217,530 of Grant fundi ng in their 2005 round of grant funding requests. The City has budgeted $125 ,000 of Englewood's share of Open Space Shareback Funds for this project that wi ll remain in place for construction and contingencies . The proposed South Suburban Construction Agreement provides $125,000 of funding for project while leaving the City responsible for the trail construction. South Suburban maintains the Mary Carter Greenway Trail in Arapahoe County. FINANCIAL IMPACT The Project cost estimate is $342,530, based on preliminary engineering. With this Construction Agreement, South Suburban is providing $125,000 of match funding for a $217,530 grant from Arapahoe County. Englewood is budgeting $125,000 for cost overruns and contingencies. ATTACHMENTS Bill for an Ordinance ORDINANCE NO. SERIES OF 2006 BY AUTHORITY A BILL FOR COUNCIL BILL NO. 31 INTRODUCED BY COUNCIL MEMBER ------- AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT ENTITLED CONSTRUCTION AGREEMENT REGARDING CONSTRUCTION OF THE TRAIL EXPANSION AND BUFFER PROJECT RELATED TO THE MARY CARTER GREENWAY TRAIL BETWEEN THE CITY OF ENGLEWOOD, COLORADO AND THE SOUTH SUBURBAN PARKS DISTRICT. WHEREAS, in 2003 the Englewood City Council approved the South Platte River Open Space Plan; and WHEREAS , the_ Englewood City Council approved the 2005 Open Space budget including match funding for this project as part of the Multi-Year Capital Project budget ; and WHEREAS , in January 2005 the Englewood City Council approved the intergovernmental Agreement to participate in the Arapahoe county Open Space Shareback Program that provides the match funding; and WHEREAS , this project is designed to improve and expand the section of the Trail approximately from the Sheridan-Englewood border at West Girard Avenue north to the Englewood-Denver border at West Bates A venue , approximately one - half mile of the Trail ; and WHEREAS , the Greenway Expansion and Buffer Project has three primary purposes, which are to increase the capacity, safety and aesthetics of the Trail ; and WHEREAS , the Arapahoe County Open Space and Trails Board (OSTB) selected th is trail project to rec eive $2 17 ,530 of Grant funding in their 2005 round of grant funding reque sts ; and W HEREAS , Eng lewood has budgeted $125,000 of Englewood's share of Open Space Shareback Funds for this project that will remain in place for construction and contingencies; and WHEREAS, the proposed South Suburban Intergovernmental Agreement provides $125,000 of funding for the project while leaving the City responsible for the trail construction; NOW, T HEREFORE , BE IT ORDAINED BY T HE CITY COUNCIL OF THE CITY OF ENGLEWOOD , COLORADO, AS FOLLOWS: Section 1. The Intergovernmental Agreement between the City of Englewood, Colorado and the South Suburban Parks District entitled Construction Agreement, attached a "Exhibit A", is hereby accepted and approved by the Englewood City Council. -1- Section 2. The Mayor is authorized to execute and the City Clerk to attest and seal the Intergovernmental Agreement for and on behalf of the City of Englewood , Colorado . Introduced, read in full , and passed on first reading on the 241h day of July , 2006 . Published as a Bill for an Ordinance on the 28th day of July , 2006 . Olga Wolosyn, Mayor ATTEST: Loucrishia A. Ellis , City Clerk I, Loucrishia A. Ellis, City Clerk of the City of Englewood, Colorado, hereby certify that the abo ve and foregoing is a true copy of a Bill for an Ordinance , introduced , read in full , and passed on first reading on the 24th day of July , 2006 . Loucrishia A. Ellis -2- ( CONSTRUCTION AGREEMENT THIS AGREEMENT is made this __ day of , 2006 , by and between the City of Englewood, a Colorado home rule municipality chartered under Article XX of the Colorado Constitution and located within Arapahoe County ("City"), and the South Suburban Park and Recreation District, a quasi-municipal corporation and political subdi vision of the State of Colorado , organized pursuant to Title 32 , C .R.S. ("District"). RECITALS WHEREAS, the City, in conjunction with the District, did submit an Arapahoe County Open Space, Parks, and Trails Grant Application earlier this year for a project to increase the capacity of the Mary Carter Greenway within the jurisdiction of the City; and WHEREAS, this project is designed to improve and expand the section of the Trail approximately from the Sheridan-Englewood border at West Girard Avenue north to the Englewood-Denv er border at West Bates Av enue. This section comprises approximately 1/2 mile of the Trail, and the Greenway Expansion and Buffer Project has three primary purposes, which are to increase the capacity, safety, and aesthetics of the Trail. The Project will add an 8 foot-wide crusher fines extension next to the existing T rail south of Dartmouth Av enue for use by w alkers and runners. The section of the Trail north of Dartmouth A v enue does not pro vide sufficient room for crusher fines , so a 5 foot wide concrete path will be added adjacent to the existing Trail for use by pedestrians. The result will be a separation between walkers and runners, and users on bikes and roller blades (in total, the "Greenway Expansion and Buffer Project"); and WHEREAS, the total estimated cost of the Greenway Expansion and Buffer Project described abov e is $342 ,530 . A grant in the amount of $217 ,530 has been authoriz ed by the Arapahoe County Open Space , Parks , and Trails Grant Program, leaving a matc hing fund requirement of $12 5,000 , which the District is prepared to provide in r eturn fo r the City overseeing the construction of the Proj ect , an d b earin g the risk of funding any cost overrun which may occur; and WHEREAS, Section I8(2)(a), Article XIV of the Colorado Constitution, Section 29-1-203, C.R.S., Section 31-15-101 , C.R.S., and Section 32-1-1001, C.R.S., empower the City and the District to enter into intergovernmental agreements with one another to provide intergovernmental services and facilities (including the sharing of costs) and the incurring of debt, when so authorized by their respective governing bodies and as lawfully authorized by each Party to govern the provision of such services and facilities to the inhabitants and visitors of the City and the District. I! X H I e I T A AGREEMENT NOW, THEREFORE, in consideration of the covenants , promises , and agreements contained herein, the adequacy of which is hereby acknowledged, the Parties agree as follows: 1. District agrees to , and does hereby, appropriate and reserve $125,000 to be paid to City as needed to accomplish the Greenway Expansion and Buffer Project, estimated to cost a total of $342,530 pursuant to the Grant Application to the Arapahoe County Open Space, Parks, and Trails Grant Program, as more fully described within said Grant Application. 2. City agrees to undertake the acquisition of the $217 ,530 approved as an Arapahoe County Open Space , Parks , and Trails Grant toward this Project; and along with the contribution from District, to undertake and absorb all costs of the contracting , inspection , and completion of the Greenway Expansion and Buffer Project, and to process all bookkeeping, accounting, and reporting necessary to comply with the Grant terms and conditions . • 3. The Greenway Expansion and Buffer Project will be built to the standards and specifications of the City and the District. Should a conflict arise between the specifications of City and District, the more restrictive of the specifications shall apply. 4. Should the direct costs of the Greenway Expansion and Buffer Project be less than the $342 ,530 , District shall be credited with the cost savings . Should the cost of the Project exceed the estimated total Project costs, City shall pay any such overages, up to $100,000. Any other excess costs shall be negotiated between the Parties , and made the subject to an addendum to this Agreement. 5. Thi s Agreement shall be for a period of ONE (1 ) YEAR, to September 200 7. Should the Greenway Expansion and Buffer Project not be complete d within that one-year peri od, this Agreement may be renewed for an additional two (2) years through written notice from the City to the District with an explanation of the reason for delay. 6. Each Party, to the extent permitted by law and subject to all immunities , defenses , and other protecti ons afforded to the Parties pu rsuant to the Colo rado Governmenta l Immunity Act, Section 2 4 -10-101, et seq., C.R.S., to indemnify and hold harmless the other Party, its agents and employees from and against any and all claims from third parties for damages, loss, injuries , liabilities and expenses for personnel injury or property damage , relating to or arising out of the Greenway Expansion and Buffer Project, re ulting from the indemnifying Party 's negligence . 2 7. Any notice or communication pursuant to this Agreement should be given in writing, delivered or mailed to: South Suburban Park and Recreation District c/o H. William Woodcock, Manager of Planning/Construction 6631 South University Boulevard Centennial, Colorado 80121 (303) 795-6531 (tel.) (303) 798-3030 (fax) City of Englewood c/o Gary Sears, City Manager 1000 Englewood Parkway Englewood, CO 80110 (303) 762-2310 (tel.) (303) 762-2408 (fax) City of Englewood c/o Mark Graham, Senior Planner, Project Manager Community Development Department 1000 Englewood Parkway Englewood, CO 80110 (303) 762-2353 (tel.) (303) 783-6895 (fax) 8. This Agreement represents the entire agreement between the Parties. Only an instrument in writing signed by the Parties may amend this Agreement. 3 IN WITNESS WHEREOF, the Parties hereto have executed this Intergovernmental Funding Agreement. Attest: Attest: CITY OF ENGLEWOOD By: Date: -------- SOUTH SUBURBAN PARK AND RECREATION DISTRICT By: -------------- Date: --------- 4 1. 2 . 3 . 4. 5. Call to order 03$.m . Invocation ------- Pledge of Allegiance ____ _ Roll call and ___z__present CC p/ ;~inutes Members: ~ Tomasso . / Moore v Barrentine V Oakley V Mccaslin v Woodward V Mayor Wolosyn ~ ____ absent ~ moved ~ h /o--) , 0.-. COUNCIL • M ting WOlicing not [D /;;-~ JIIO (/) AGENDA FOR THE REGULAR MEETING OF THE ENGLEWOOD CITY COUNCIL Monday, July 24, 2006 7:30 p.m. Engle w ood Ci v ic Center -Council Ch am bers 1000 Engle w ood Park w ay Engle w ood, CO 80110 1. Call to order. 7 ,5 3 2. lnvocatio~ 3. Pledge of Allegiance. ~ 4. 5. Consideration of Minutes of Pre vi ous Se ss ion. A__ .. _ /J., ~/,,-1} ..,,-/Minutes from the Re:~,l~ity Council meeting of July 10, 20Df/,I' pq,t>V 6c~i~!~ Comment. (Please limit your presentation to ten minutes.) / ~ Jan ic e ~ present to dis c uss art in Englewood . b . Jim Glass c oc k, Engle w ood Mason ic Lodg e, w ill be present to addres s City Council. ;)._~ Jud y Sc ott wi ll be present t o prov id e a w rap -up report o n the Rela y for Life Ev ent. 1 J !)~· Kerry Fa lcone will ad dress Council concerning code enforcement in the City, res t o ration "(? 1i;]cr storage of utility trailers, and operating businesses in the home. 7. Re c ognition of Unscheduled Publi c Comment. (Please limit your presentation to five minutes. Time for unscheduled public comment may be limited to 45 minutes and if limited sha ll be con'F General Discussion .) 8. Communications, Proclamations, and Appointments. ~1) Pr o clamation de clar' ust 2006 as National Night Out. w &&c;lt., not : If you have 1ty and need auxiliary aids or services , please no tify the City of En glewood ( 03-762 -2 407) at I as t 48 hours in advance of when servic are n ed d. Th nk you . Englewood City Council Agenda July 24, 2006 Page 2 9. a. Approval of Ordinances on First Reading. i. Council Bill No. 30 -Recommendation from the Community Development -Oepartment to adopt a Bill for an Ordinance authorizing participation in the Metro Mayors Caucus Single Family Mortgage Bond Program without assigning any 2006 Private Activity Bond (PAB) cap allocation . STAFF SOURCE: Mark Graham, Senior Planner. ii. Council Bill No. 33 -Recommendation from the Community Development Department to adopt a Bill for an Ordinance authorizing assignment of Englewood's 2006 Private Activity Bond Cap Allocation to the Colorado Housing and Finance Authority for home ownership programs. STAFF SOURCE: Mark Graham, Senior Planner. b. Approval of Ordinances on Second Reading. p?!E--Council Bill No.~, authorizing an Intergovernmental Agreement with the U.S. Ervironm~ Protection Agency for the issuance of the Fiscal Year 2006 and subsequent years 2007 and 2008 State and Tribal Assistance Grants for the Phase 2 Expansion Project at the Littleton /Englewood Wastewater Treatment Plant. Council Bill No. 26 , granting a utility easement to Qwest Telecommunications Corporation for the installation of a new buried telephone service at 2900 South Platte River Drive (L /E WWTP) and 2800 South Platte River Drive (Englewood Servicenter). c. Resolutions and Motions. i. Re c ommendation from the Finan c e and Administrativ e Services Department to adopt a Resolution to approve extension of the Nev e Contract as a sole sourc e c ontra c t fo r uniform supplies fo r th e ye ars 2006, 2 00 7, and 2008. STAFF SOURCE: Frank Gryglewicz, Director. 10. Public Hearing Scheduled. //;HJ Englewood City Council Agenda July 24, 2006 Page 3 11. Ordinances, Resolutions and Motions. a. Approval of Ordinances on First Reading. tJt!{)-(" Council Bill No. 28 -Recommendation from the Parks and Recreation Department to adopt a Bill for an Ordinance approving a Property Lease Agreement with the Sheridan Redevelopment Agency pertaining to the redevelopment ~!~e _ J,. _ " _d Englewood Golf Course. STAFF SOURCE: Director Jerrell Black. V(/ lf1'W)IVU?- ii. 6 ouocil Bill ll>Jg 29 ... : Recommendation from the Community Development w1't~, Department to adopt a Bill for an Emergency Ordinance creating the South f7"'. Broadway Englewood Business Improvement District (BID} pursuant to Colorado l:trJ. Revised State Statutes § 31-25 Part 12. ST.Nf._. S_':)l:RCE: _Darren Hollingsworth, .., n 7-oEconomic Development Coordinator. C/I Y/Ll,(:J,,4-0 12 . b. Council Bill No. 31 -Recommendation from the Community Development u-~~tt'ffl~tt-to-2tttopt a Bill for an Ordinance for Englewood to enter into a Construction Agreement with the South Suburban Parks and Recreation District to construct trail improvements for bicyclists and pedestrians along the South Platte River. STAFF SOURCE : Mark Graham, Senior Planner. ~ inances on Second Reading. c. Re u ns and Motions. G~n a. Mayor's Choice. b. Council Members ' Choice. 13. City Manager's Report. 14. City Attorney's Report. 15. Pl a e not : If you have a di ability and need auxiliary aids or services, please notify the City of Englewood (3 03 -7 62 -2 407 ) t I a t 48 hour in d ance of when services are needed . Thank you . Call to Order ENGLEWOOD CITY COUNCIL ENGLEWOOD, ARAPAHOE COUNTY, COLORADO Regular Session July 24, 2006 The regular meeting of the Englewood City Council was called to order by Mayor Wolosyn at 7:30 p .m . Invocation ~~,\~v'Q) ~ ';)~ ~~ Present: Council Members Tomasso , Moore, Barrentine, Oakley , Mc?r,s~~(V W° The invocation was given by Council Member Barrentine . 3 . Pledge of Allegiance The Pledge of Allegiance was led by Mayor Wolosyn . \?j) 4 . Roll Call Absent: ~:::ward ,Wolosyn -~. rl&llV--.. n:~U}-n 1·;~1- A quorum was present. ~~~ ,jl./v , -~~ 1 '\ 1 Also present: \ \..c A f) ~ City Attorney Brotzman ~ v-, J r. lu~ i Ip l:lt'y City Manager Flaherty f"\ . ~ ,lu ~, - ~ity Clerk Ellis .-/ \U,,V ~ Deputy City Clerk Bush / ~ 1, l\t-L Director Olson, Safety Services / \P'v Senior Planner Graham, Community Development / Director Gryglewicz, Finance and Administrative Services v Director Black, Parks and Recreation v"'"' / Economic Development Coordinator Hollingsworth v "?Ii~ aai:icbez Sa~ety Service& ~ n\.. ~f\. Fire _ -~-, Safety Services Consideration of Minutes of Previous Session W (a) COUNCIL MEMBERLQ_~D?AND IT WAS SECON~ROVE THE MINUTES OF THE REGULAR CITY COUNCIL MEETING OF JULY 10, 2006. Mayor Wolosyn asked if there was any discussion . There was none . Vote results : Council Members Barrent ine , Mccaslin , Moore , Wolosyn , Woodward , ~ '2rf6 Tomasso , Oakley {2.. vv f f None -I__) Ayes : Nays : Mot ion carried . 6 . Recognition of Scheduled Public Comment (a) Jan ice Gerten will be present to discuss art in Englewood . Englewood City Council June 7, 2004 Page2 ~s5k,,~ J im Glasscock , Englewood Masonic Lodge , will be present to address C ity Counc il. . Judy Scott will be present to provide a wrap-up report an the Relay for Life Event. (~.i\ ~ f-\u.11-< At.s. -+u.-~r-t-~cJuvu-. ~ ~· 1) (d) Kerry Falcone will add ress e6uncil concerning code enforcement in the City, restoration and storage of utility trailers , and operating businesses in the home. -;?JD 7 . Recognition of Unscheduled Public Comment 5' There were no unscheduled visitors . 5?;,~ 8 . Communications, Proclamations and Appointments (a) A proclamation declaring August 1, 2006 as National ~ight Out was considered . COUNCIL MEMBE(l ~VED, AND IT WAS {l'cg~p~ PROCLAMATION Q DECLARING AUGUST 1, 2006 AS NATIONAL NIGHT OUT. ---1 / Ayes : Council Members Barrentine , Mccaslin , Moore, Wolosyn , Woodward, f ( \ Nays : ~~~:sso, Oakley 11 ,, ,1 1 J) 6 L<z>O I--' Kd . fJ/ff c, Motion carried . vrvv-~I 9 . Consent Agenda ~ ~ w COUNCIL MEMBER Woo~D. AND IT WAS SECONDJD?lt~~;;eE CONSENT AGENDA ITEMS 9 (a) (i), (ii), 9 (b) (i), (ii) AND 9 (c) (i). (a) Approval of Ordinances on First Reading (i) COUNCIL BILL NO . 30, INTRODUCED BY COUNCIL MEMBER __ A BILL FOR AN ORDINANCE AUTHORIZING THE DELEGATION TO THE CITY AND COUNTY OF DENVER, COLORADO THE AUTHORITY OF THE CITY OF ENGLEWOOD , COLORADO WITH RESPECT TO THE ISSUANCE OF SINGLE FAMILY HOME MORTGAGE REVENUE BONDS (THE "BONDS") TO FINANCE RESIDENTIAL HOUSING FACILITIES FOR LOW AND MIDDLE INCOME PERSONS AND FAMILIES WITHIN THE CITY OF ENGLEWOOD , COLORADO AND CERTAIN OTHER CITIES AND COUNTIES IN THE STATE OF COLORADO ; APPROVING SUCH BONDS AND A SINGLE FAMILY MORTGAGE LOAN PROGRAM ; AND AUTHORIZING TH E EXECUTION AND DELIVERY OF A D ELEGATION AGREEMENT AND OTHER DOC UM ENTS IN CONN ECTI ON THE REWITH . (i i ) COUNCIL BILL NO . 33, INTRODUCED BY COU NCIL MEMBER __ A BILL FOR AN ORDI NANCE AUTHORIZI NG ASSIG NM ENT TO THE COLORADO HOU SI N G AND FI N A NCE A UTH ORIT Y, A PRIVATE AC T IVI TY BOND ALLOCATI ON OF THE C ITY OF ENGLEWOOD , ARAPAHO E CO UN TY, C OLORADO PURSUANT TO THE COLORADO PRIVAT E AC T IVI T Y BOND C EILING ALLO C ATI ON ACT . (b) Approval of Ordinances on Second Reading (i) ORD IN A NCE NO ._. SE RI ES OF 2006 (CO UN CIL BI LL NO . 25, IN TRODUCED BY COUNCIL MEMBER WOODWARD) AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEME NT BETWEEN THE UNITED STATES ENVIRONMENTAL PROTECTION AGE NCY (EPA) AND THE CITY OF ENGLEWOOD , COLORADO, FOR THE ISSUANCE OF FISCAL YEARS 2006, 2007 AND 2008 STATE A ND TRIBAL ASSISTANCE Englewood City Council June 7, 2004 Page 3 GRANTS (STAG) FOR THE LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT PHASE 2 EXPANSION PROJECT. (ii) ORDINANCE NO._, SERIES OF 2006 (COUNCIL BILL NO . 26 , INTRODUCED BY COUNCIL MEMBER WOODWARD) AN ORDINANCE GRANTING A UTILITY EASEMENT TO QWEST TELECOMMUNICATIONS CORPORATION (QWEST) FOR INSTALLATION OF A BURIED TELEPHONE SERVICE AT 2900 SOUTH PLATTE RIVER DRIVE (LITTLETON/ENGLEWOOD WASTEWATER TREATMENT PLANT) AND 2800 SOUTH PLATTE RIVER DRIVE (ENGLEWOOD SERVICENTER). (c) Resolutions and Motions (i) RESOLUTION NO._, SERIES OF 2006 A RESOLUTION AUTHORIZING THE EXTENSION OF A UNIFORM SUPPLY CONTRACT INSTEAD OF THE COMPETITIVE BID PROCESS UNDER SECTION 116 (b) OF THE HOME RULE CHARTER AND SECTION 4- 1-3 OF THE ENGLEWOOD MUNICIPAL CODE 2000 . Vote results: Motion carried . Ayes: Council Members Barrentine, Mccaslin , Moore, Wolosyn, Woodward, Tomasso, Oakley Nays: None 10. Public Hearing Items (a) Mayor Wolosyn said this is a Public Hearing to discuss the proposed lease of property and golf course design related to the planned Sheridan Urban Renewal Authority redevelopment project. COUNCIL MEMBER ~y frovED, AND IT WAS SECONDED, TO OPEN THE PUBLIC HEARING TO DISCUSS THE PROPOSED LEASE OF PROPERTY AND GOLF COURSE DESIGN RELATED TO THE PLANNED SHERIDAN URBAN RENEWAL AUTHORITY REDEVELOPMENT PROJECT. Vote results: Ayes : Council Members Barrentine, Mccaslin, Moore , Wolosyn, Woodward, Tomasso , Oakley Nays : None Motion carried and the public hearing opened . All witnesses werC:~tt,~~o;n. ~-aidUv~-ft .!8:.r~~ L(\d if there was a44-~ w~ w=ps~ring the Public Hearing . ~l,ere wes R~ COUNCIL MEMB~ \~VED, AND IT WAS SECONDED, TO CLOSE THE PUBLIC HEARING TO DISCUSS THE PROPOSED LEASE OF PROPERTY AND GOLF COURSE DESIGN RELATED TO THE PLANNED SHERIDAN URBAN RENEWAL AUTHORITY REDEVELOPMENT PROJECT. Vote results : Englewood City Council June 7, 2004 Page4 Ayes : Council Members Barrentine, Mccaslin, Moore , Wolosyn , Woodward, Tomasso, Oakley Nays: None Motion carried and the public hearing closed . \~11 . Ordinances, Resolution and Motions (a) Approval of Ordinances on First Reading (i) Director Black presented a recommendation from the Parks and Recreation Department & to adopt a Bill for an Ordinance approving a Property Lease Agreement with the Sheridan Redevelopment \ Agency pertaining to the redevelopment of the Englewood Golf Course. J 1"t"ID -rol'YltlSSO <~vo..t.P) ~ ~J 1313 J,m w~o 1'111 l..(.UtAe;tt \J.J COlfflCI~ MEMBER OVED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (a) (i) • ~COUNCIL BILL NO. 28. couNc1L BILL No. 2s. 1NTR0DucED BY couNc1L MEMBERW<n1w~d A BILL FOR AN ORDINANCE AUTHORIZING A PROPERTY LEASE PERTAINING TO THE REDEVELOPMENT OF THE ENGLEWOOD GOLF COURSE . Vote results: Motion carried . Ayes : Council Members Barrentine, Mccaslin, Moore , Wolosyn , Woodward, Tomasso, Oakley Nays : None Lt L \ (ii) Economic Development Coordinator Hollingsworth presented a recommendation from \ ~' the Community Development Department to adopt a Bill for an Emergency Ordinance creating the South Broadway Englewood Business Improvement District (BID) pursuant to Colorado Revised State Statutes§ 31- 2(Y\M~, 212::SiPfY\c~jn ,sqow~d 1a.oo Y>1ooY~ COUNCIL MEMBE~~VED, AND IT WAS SECONDED, TO APPROVE AGENDA ITEM 11 (a) (ii)· COUNCIL BILL NO. 29. COUNCIL BILL NO . 29, INTRODUCED BY COUNCIL MEMBER T~ A BILL FOR AN ORDINANCE ESTABLISHING THE SOUTH BROADWAY ENGLEWOOD BUSINESS IMPROVEMENT DISTRICT AND DECLARING AN EMERGENCY . Vote results: Motion carried . Ayes : Council Members Barrentine , Mccaslin , Moore , Wolosyn , Woodward , Tomasso, Oakley Nays : None (iii) Senior Planner Graham presented a recommendation from the Community Development Department to adopt a Bill for an Ordinance for Englewood to enter into a Construction Agreement with the South Suburban Parks and Recreation District to construct trail improvements for bicyclists and pedestrians along the South Platte River . 7 ~ J , 11.. COUNCIL MEMBE(f D~D. AND IT WAS SECONDED,~E AGEiroA ITEM 11 (a) (iii}· Q"V COUNCIL BILL NO. 31 . couNc1L e1LL No. 31, 1NrR0DucED Bv couNc1L MEMBER T~o ~ v'd En9lewood City Council June 7, 2004 Page5 A BILL FOR AN ORDINANCE AUTHORIZING AN INTERGOVERNMENTAL AGREEMENT ENTITLED CONSTRUCTION AGREEMENT REGARDING CONSTRUCTION OF THE TRAIL EXPANSION AND BUFFER PROJECT RELATED TO THE MARY CARTER GREENWAY TRAIL BETWEEN THE CITY OF ENGLEWOOD , COLORADO AND THE SOUTH SUBURBAN PARKS DISTRICT. Vote results: Motion carried . J-a:55 (b) Ayes : Counci l Members Barrentine, Mccasl in , Moore , Wolosyn , Woodward , Tomasso, Oakley Nays : None Approval of Ordinances on Second Reading There were no additional items submitted for approval on second reading . (See Agenda Item 9 -Consent Agenda .) (c) Resolutions and Motions There were no add itional resolutions or motions submitted for approval. (See Agenda Item 9 -Consent Agenda .) 0 00 , 12 . General Discussion z ~}• , I I Ill r 1 • (a) Mayor's Choice ' . -Mayor Wolosyn did not have any matters to bring before Council. (b) Council Members' Choice c) / ( 0 (i) Council Member 6 - ;:>\)~ (i i) 'J l ?' 1 (ii i) ~(,~ (iv) JI i (p (v ) !fJ.. O \ (vi) Council Member (Y\C... Council Member ~ . -1, . -i 1 ,I . -• z :.-..- • "' l I, • • ., "" ~ ~ # I if. 'I. I -. , , t• i ~ . • • 1 , • I. 13 . an gar's Repo rt f\l7tlvl · eito~Mt~~aars did not have any matters to bring~ouncil. ~~ ~ c/2i>114 . City Attorney's Report ~ll.{H'\J /o Aao . ~~-ws City Attorney Brotzman did not have any matters to bringb~ Council. trY 5. Adj ournment ?_. 'J'J MAYO R WOL OSYN MOVED T O ADJOURN . The meeting adjourned at <g~ 9 .m . ••• a • I. I Englewood City Council June 7, 2004 Page 6 City Clerk