HomeMy WebLinkAbout2000-01-30 (Special) Meeting Agenda-I:'\,
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January 31, 2000
ENGLEWOOD CITY COUNCIL
Special Meeting
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SPECIAL CITY COUNCIL MEETING
JANUARY 31, 2000
ORD# 1, 2, 3, 4, 5, 6, 7, 8, 9
RESO#J,/, 6, 7, 8, 9, 10, 11, 12, 13
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ENGLEWOOD CITY COUNCB.
ENGLEWOOD, ARAPAHOE COUNTY, COLORADO
J-,y 31, la
Mayor Bums adviled this is a apccial meetiog of tbc Englewood City Council, and it was specially noticed.
Thal nans it is DIil a regular meetiDg and tbc:re will be 1111 public QOIIIIDelll al this meeting. We arc
required by law, be aid. wbcn wc ba\'e a apccial mec:ting. 10 ba\'e a ~ restrictive, precise agenda, and
that is all wc are allowed 10 consider. 1berc will be 1111 comments al the end, only the two main subjects on
the a,enda will be llOIISidcml. The next regular meeting will be next Monday. the first meeting in
February, be adviled.
I . Call to Order
The lpCCial meeting of the Englewood City Council was called 10 onlerby Mayor Bums at 7:05 p.m .
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The invocation was given by Mayor Bums.
3. l'INtt ,,, Allqiaace
The Pledge of Allcgiaac:e was led by Mayor Bums.
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Prcacnt Council Mcmbcn Grazulis, 0arrca. Bradshaw, Wolosyn,
Yurcbick, Bmns
Ablcnt: Council Member Nabbolz
A quorum was present
Also Present:
S. Replar Apda
(a) Resolutions
City Managa" Scars
City Attorney Brotzman
Deputy City Clerk Castle
Board Director Simpron, Englewood Environmental
Fouodalion
(i) Englewood Enviroammta1 Foundalion Board Director Simpson presented a
rcaJIIIJIICllda 10 adopt a raolutioa IUppOl1ing the final agrcemcnt for sale of property from the
Englewood Enviroammta1 Foundalioo (EEF) 10 Trammdl Crow for CityCcntcr Englewood . Mr. Simpson
advised that this raolution suppons a oontract belwccn EEF and Trammell Crow that would result in a sale
of approximately 10.2 ac:ns of property within the CityC.cater Englewood project. This would provide, at
minimum, four hundred UDits of condominium ltylc, for lcuc. raidcntial UDits . 1bcsc units would be
constructed with retail on the ft.-floor, and raidcntial IIKM, be said. The sale coolemplatcs a sale price
of approxinmldy $5 million for that_. of paund. be lllled. and wc have been working very
positively and IUCll:afflllly with Trammell Crow Residential for the put three mombs. Mr. Simpson said
EEF is alking for Council's lUppOlt for this raolutioll.
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Englewood City Council
January 31 , 2000
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Mayor Bums said the wording or the raolutioll in Section I supports the general terms and conditions of
the agrccmeot, and we uncla'lland thae-llill -ckwls yet to be fiaaliud. He asked ifthal was
c::oncct. Mr. Simpaoo said it was correct, in facl. be lpClke with Trammell Crow Residcntial's legal counsel
this afternoon. He said be underaads ---"in& an jail a couple or very insignificant time issues
rc1atcd to submiuat or-delip doaunrnb adlerwile it ~ have been siped. He advised that Scott
McFadden, who is the local ~ ..,_, WIS DOI Ible: to Fl the lignatures in place because of his
pending marriage this week . He will be bal:k this CXJ111U11 Monday and the contract will be signed, Mr .
SimplOII advised. and we will be imving forwanl. We ba\.'C nwincaincd very good progress on this, he
amtinued. This project bas been OD a very fall 11D and hal made lignificant progress.
Council Member Bradshaw asked bow lang it has tallen to Fl to this poinl. Mr. Simpson said they started
woit with Trammell Crow mid-NoYembcr 11111-W vcry quiddy through the holiday season and.
baning. marriage, be fdt -~ ba\.'C been thae.
Mayor Bums said Ibey tallied a little bit OD Tbunday about design and that is all being telescoped into a
much sbolter period oftimc, too.
Director Sinlplon said that Trmnmdl Crow, even tbougb Ibey are DOI under contract, has been progressing
on their design doa•menn 1boae design documea11 include lite plans and inlcrior designs for the
buildings. he aid. For the IDOll part, what Council can expect by, probably, the first pan of March. will be
a complctc IUbmillal packaee for design review for the City Council. That will include a site plan.
landlcape lllllaWS, color ldection, and all clcwlions or all the structwes, he advised . Generally. What WC
-talliinglbout, is about 4SO units total . They will be lcucd out at approximately Sl.08 or Sl.10 per
1q1ian: foot, Mlidl will l'CIUlt in a vcry aaractM uniL Tbe ICD8III profile will be very positive. he said. and
the lllllerilla-llliDa to be very CXNWisteat with the l'Cll of the project. The scale or the buildings "ill be
three 1tory OD the call patd, the patd lhll is pncrally call or Inca. The pan:cl west of Inca looks to be
three and four lklrics. One or the ilUS -have been IIIUggling with is trying to get a significam level of
cncloalrc OD lhll larae public: open ll*)C tbll -have beca COIIIIJUctiag, and the four stories is really
going to belp adlicw -be adviled. M WC: did with the Wal-Mart design n:vicw proc:as. WC are doing a similar..-OD Ibis pnijec:L Tllis is aclUllly in-=-or a fifty million dollar rcsidmial project. he
advised. and it is sipiftc:aal in and or illel( OUllide this project, and Ill, WC really need to do I very good
job. Mr. Simploa said, l!ec:mle ortbal, dae cnwinp will be revicwed. not only by intcmal llaff'. but Ibey
will be ICIII out to David Tryba's oflkz for review, and al90 to an indepmde• mtlan designer. Ron Sinka,
who bas been -"ing with us through this Clllirc pnijec:L Mr. Simplon opined tbll wc will end up with a
design that rdlects • loc or differalt approacbes and ideas tbal will incorporale a real positive. lltractivc
nature to the project when it is complctc. He said be is very confident thal, if we were able to achieve it
with Wal-Mart, be is ccnain wc will have an~ project with TllllDIDCll Crow. We sbould sec that
either the first or second week in Marth, he added.
Council Member Glnffl asked about the anticipated closing date. Mr. Simpson responded thal Trammell
Crow Residential bas indiaml Ibey would be willing to close between sc:vcn and ten days after design
review approval. Mr. Garrea said then wc arc talking about four momhs from start to finish . Mr . Simpson
said that is corrcc:t.
The resolution was assiped a number and read by title:
RESOLUTION NO . 4, SERIES OF 2000
A RESOLUTION SUPPORTING TIIE FINAL AGREEMENT FOR SALE OF PROPERTY FROM THE
ENGLEWOOD ENVIRONMENTAL FOUNDATION TO TRAMMElL CROW FOR TIIE
CITYCEN'JER ENGLEWOOD .
COUNCil. MEMBER aRADSBAW MOVED, AND IT WAS SECONDED, TO APPROVE
AGENDA ITEM s (a) (I)-RESOLUTION NO .... SERIES or JNO •
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Englewood City Council
January 31 , 2000
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Ayes :
Nays :
Absent
The motion carried .
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Council Members Garrett. Bradshaw. Wolosyn. Yurchick. Grazulis .
Bums
None
Council Member Nabholz
(ii) Board Director SiJlll*III pramted a rec:ommendalion from the Englewood
Environmental Foundation to adopl a l'CIOlulioll aipponing a modific:alion to the Master Development
Agreement for CityCentcr Englewood. Mr. SiJ111*111 adviled dal the raolution suppons an amendment to
the agreement between EEF and Miller Weinpnm. who is the l'Cllil and master developer on the
CityCenter Englewood project. The origjml agRlCllmlt bolds tbal Miller Weingarten is to provide to the
City , by February I, a list ofsigned leaaes thaure agreeable to the City . lfMiller Weingarten is not able to
meet thal deadline, the development agreement needs to be modified. he advised . We have received a letter
from Miller Weingarten indicating. baled on a a,uple of different options 1h11 may be considered here this
evening. 1h11 thal particular time frame 1111)' not be pogible. What is proposed is also included in the letter
from Miller Weingarten to the City, wbidl Mr. Simp11111 aid he would like to read irlo the record . The
propoul 1h11 is being requested for considcnlion under this raolution is essentially based on the
following : "Miller Weingalten and the City would take thirty clays to clelermine if Border 's is a viable
option and if it is determined to be a viable option, Miller Weingalten would ~'C the right to close at any
time up to ninety clays from that point and that right would tenninale at the end of the ninety day period . If
it was determined at the end of the thirty day period thal Border's was not a viable option, Miller
Weinganen would pwsue the "non-border's" direct.ion and have the right to close for ninety days and that
right would terminale al the end of that period. If it was determined prior to the end of the thirty day period
tbal the required co-tenancy was not available, the election to go the "non-Border 'sr route could be made
or if the City WlllllCd to immedialely go the "non-Border's" route, the City would have the option to so
direct." Mr. Simpson said this proposal comes forward as a result of continued negotiations by Miller
Weinganen and the City to look at a tenanl mix 1h11 includes Border's. City Council has provided some
direction to Miller Weingarten to the effect of saying Border's is a desired tenan1 and Border's has
indicaled through numerous interaclions thal they have certain co-tenancy rcquimnents to be able to locate
in the CityCenter project. That infOl'Dlllion is llill not available to EEF at this time, he said. The non-
Border's tenanl mix obviously does not include Border's, but includes ocher tenanl5 tbal we have talked
about over the pl5I couple of months. Mr. SiqJIOII suggested that the questions regarding the tenant mix
for some of these options might better be directed to Miller Weingancn. He advised that Skip Miller was
presena to answer questions . EEF' s recommended action, bascd on this resolution, he advised, was that the
resolution be adopted tbal suppons a modificalion of the development agreement between Englewood
Environmental Foundation and Miller Weinganen Realty . Based on Council's direction here tonight , EEF
will take appropriale action, he said. and he expressed appreciation for Council's direction.
Mayor Burns asked about a notation on the tenant status repon of January 24 ... that indicated there was to
be a meeting and tour of the site with the Bed, Bath&. Beyond operations department today. He asked if
thal took place. Skip Miller responded that, to the best of his knowledge, David Larson, with Tranunell
Crow, was to pick up the operations penon. who lives in Denver, and tour starling at 3:00 p.m. today . Mr.
Miller said he asked him to leave any information he might receive on his voice mail, but there were no
messages left. Mr. Miller said. to the best of his knowledge, it bad been scheduled and took place this
afternoon.
Mayor Burns asked. if it did take place, when would Mr. Miller expect to hear back. Mr. Miller said he
was hoping to hear this evening, but felt certain he would hear by tomorrow. He said Mr. Larson had
promised that, if he aJUld not call by this afternoon, he would call tomorrow morning. Mayor Bums asked
if he mean1 1h11 Mr. i.ar-would call him with 110111C kind of raponse from Bed, Bath & Beyond. Mr.
Miller aid Mr. ~ would call him with the results of what took place at the tour IO we could get a
reading of what the operllions people fiom Bed, Bath &. Beyond thougi. of the site . He said if they clearly
were not inlaested, we would know, and if they have more imcrest, they would tell us how they plan to
proceed .
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Englewood City Council
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Council Member Bradshaw asked if the meeting with Old Navy was still on for the s•. Mr. MiUcr said he
thinks they have a dinner meeting on the ,.. . Ms. Bradshaw asked whcn he would know from them . Mr.
Miller said it is kind of the same thing. He really does not know, but would rallicr tell Council after that
occurs, because it will be tOlally up 10 them. but we will be pushing for a very quick response . He felt a lot
of their inlere5t would be afrecled by wllal we bear from Bed. Balh & Beyond, and wllal wc can repon 10
them bclwecn tomom,w and the ,.._
Council Member Bradshaw asked if Mr. Miller bad not lilaled al the meeting a week ago that Border · s
would consider just one of lhOIC . Mr. Miller said no, he bad said they told us they needed both. He said he
believes that is what he said, and that is what he bad inlendcd 10 say, and apologized if there was some
miscommunication. He felt that was why Mayor Bums had said, two or three weeks pm'iously, that we
may bave an answer • soon • they talk 10 Bed. Bath & Beyond, because if they arc a no , wc will know we
arc not going that route. 1bat bas been a>nsillelll for the last three or four weeks as 10 Border 's position, he
added.
Council Member Garrett said when we MR IIIClding last November, and they were working on the
Border's lcttcr of iment, Mr. Miller had Slaled that the way Border's tends 10 do things is that they do a
letter of intent, aid then have a fairly fall lrack of thirty days 10 negotiate a lease, and ii usually is subject to
co-tenancy . Based on that time frame, wc would have had a Border's lease sometime in mid-January , he
said. He asked what changed that time line that was dillCIISllcd last November. Mr. Miller said that was
what they knew at the time, but today, wc know they don't normally do letters of intent. They go to their
real CSlalc committee for approval on terms. In the case of our Dillon project. they did a letter of intent, and
we told them, per our rcquin:mcnlJ with the City, that we wanlcd 10 do a letter of intent They said they
would do ii, and they actually left in that forty-five days from the lcacr of intent they would have a lease .
They said they made a miSlakc:. be said, 11111 left that in bccaulc of the other contract that wc had with them.
and they do not normally do that Mr. Miller said he and Mr. loll bad rcponcd 10 Council over the last
month or so that the condition was that, ualil they WCR comfortable with the aHellllllCy. they were not
going 10 take it 10 the real CSlalc committcc, 11111 that they do not deal with a lease until they have real estate
committee approval . Mr. Miller allowed that they probably bad misled Council .
Council Member Garrett said, if we went the non-Bonier' s lrack, a loC of the worlt has been done on those
tenants, and it would seem that wc should be Ible to do IOIIIClhing in a sixty4!y time munc. as opposed 10
a nincty4!y time frame, for a non-Border 's nck. Mr. Miller said the furthest thing along is Office Depot
and he felt wc would have that commitment . We bave I loe of Olber lcues that wc arc going 10 be wortting
on. Whal wc have really changed in this whole thing is that wc arc prepared, and wc know we probabl y
will not have any , or very few , lcues in place whcn we have 10 make the decision 10 acquire. he said. So
the methodology we arc dealing with now in our meetings with the Weingarten people , which took place
last WCICk. is we basically got them to move a long way in lcslcning their prerequisites, their conditions
precedent 10 closing. That is why wc put the ninety days in, because wc won't have any leases except
possibly Office Depot, so we want 10 get as far along with • many people as possible . If wc felt
comfortable that we bad the other three tcmnls. the rail of it is not nearly as important Going a different
route, with the other tenam list, we want to make sure that wc have some indication from the pad users and
the in-line users and so forth. and that is why we bclicvc: we need the ninety days in that case, he said. Mr.
Miller added they would probably also have the Bally' s lcaacd at that time .
Council Member Garmt said be thought their comfort level was the other way . That is the reason he
thought, if they went in a non-Border's dirmioa, thole people have been waiting in line to sec if we were
willing 10 go , vcnus the Border's dirClction, which is more tenuous. Mr. Miller said that is accurate to some
extent, but he recalled when Council added some names 10 the Ii•. That was the first time wc could stan
talking to those people, he said, boclulc tbcrc wen: some new names, so that really won't be a very long
period of time until we have had a chance to do that. The people we were wortting with basically were
Office Depot, WC had IDOlhcr tenam that WC dismissed al that meeting. and then WC had Bally ' 5.
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Englewood City Council
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John Loss, of Miller Weingarten Development, explaincd that they have a letter of intent from Ross. which
has some very meaningful, unaa:cpCable terms. like the ICIII and who they want to exclude . We told them
lhal they do not have terms lhal are aa::qJCable and we want to go Ibis route or seeing if we can get these
other tenants lined up, and so, litaally, where Roa is. is we know they are ilUraaecl. but in terms of
getting that letter imo an aa::qJCable form, there is a little bit of a Slall Mr. Miller said on the Ross
situalion, amiparcd to Office Depot, Office Depot is at ia-we are comfonable with. so we can rontinuc
down the road. e\'CII though they were mutually exclusive to the Border's palh. The Ross terms were not
acceptable, and since they were auually exdulivc to the Bon1er'1 path. we did not continue on with that
one.
Mayor Bums said they bad Daltioaed lbll they bad not lalked to Roa in some time. He asked if they had
talked to them lalely at all. Mr. Miller llid yes. they are in CW'l'all dilCUllioa again, and those
a>nversations have been revitalmd, they undenlud wbll Im been proix-1 and the direction we are
trying to go . He said be also reported lhal they were a liaJe more pessimistic, or less optimistic because
they had made I deal for the REI ll*=C on Soudl Colorado Boulevud. They indicated that they do not
think that is going to be a problem • this localion. be said. so that is more positive than the last report
Council Member CIIIITClt asked if they were close on the economic terms. Mr. Miller said they had not
really sat down and done that. Mr. Loss said they sent them a lhn,e and a half page letter responding to
their terms and delinealing all of the problem arQS. We did lhal a couple of weeks ago and we are fairl y
close to getting a response .
Council Member Garrett said, if we were to modify and extend, we would probably want some more
economic teeth in the extension. Thal is one of the things Council will consider as a recommendation 10
EEF. be said, IOfflC more economic commitment for the extension. He said be just wanted to let them
know that was one of the things Council was considaiag.
Council Member Wolosyn said they had discuslled ammlments to the resolution. Mr. Ganctt said Council
basically would make recommendalions for further modifk:alion.
The resolution was assigned a number and read by title :
RESOLIJTION NO. S, SERIES OF 2000
A RESOLIJTION SUPPORTING A MODIFICATION TO 11IE MASTER DEVELOPMENT
AGREEMENT CrTYCEN'rnR ENGLEWOOD .
COUNCIL MEMBER GAllllE1T MOVED, AND IT WAS SECONDED, TO APPROVE AGENDA
ITEM s (a) (ii)-RESOLUTION NO. s. SERIES or 2tOO.
Council Member Garrett suggested adding four recommendations to the resolution that we are going to be
submitting to EEF. The first is that we request the reimbursement. or the purchase of the assignment of the
documents lhal would be an additiOIIII $350,000.00 acdit to the City, for that assignment, which is pan
and parcel to the $350,000.00 thal we did last fall. Secondly, ifwe go a non-Border's direction, al the
ronunena:meat of thal time. and we Mat to dilCUIS thal time &ame among Council after this. thal it be
rcduccd to sixty days &om nindy days. The third recommeodllion reprding the option of Phase II is thal
Miller Weingartal will have the ability to bid or respond to proposals like any other developer, but there is
no guaramce or ri-to Plllle II. Ludy, that a release is signed by Miller Weingartal releasing the City
from all liability in the event that, ll the end of the period the relalionship is terminated.
Council Member Bradshaw said the ICCOllder accepts those recommendaions .
Council Member Gama llid they nocd to dilCUII when to llilal1 the clock . We have heard from the
developer on Bed, Bath &: Beyond thal we should maybe have an indication u early u tomorrow, because
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Englewood City Council
Jamiary 31 , 2000
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if they are out. Border's is Cllll. Mr. Millar llid dlllD you could go to the Olber altcl'DIIWe. Mr. Gamu said
be did not know ifdley slllould ~ ID City llaff. lfdle __. 6om Bed, Bath cl Beyond is DO, then
we CID llllrt the -.Bonler's lhilnlliw -.uw.
City Managcr Seas Slid Mr. Miler waald ~ to let • know tomorrow whether or not they are lllill
potential, by fiw O 'c:loct liDIIIOffllW ......
Mr. Miller Slid dley 1WOllld pw diem• ... • mon • they get it We bave our regularly scbcdulcd
meeting widl you tamonuw 111111 llape to~ it when we come to that meeting. be said.
Mr. Glmlllllidpacnlly, if die-is 1111, they would tell you preUy quickly. ltisooly if they still
~ • imlnll dill dley .... diey waal ID talk more. Mr. Miller llid they could easily come back and
say openlionl Im a~ ialtnll ad they need more ral aate people to come back and look at it
again. T11en: could be a myriad mdUllp mppen. 11 the openlionl guy did not have any interest in the site
at all, WC could .W a clefiDile 110 ....,._, but my guC11 is you will have somcdling in between. be said.
We will rq,ort dill to you, be llid, ad cu n,c,ommmdaeion is to wort widl staff' to come to the conclusion
• to wbelber it -viable a Miam in die agreement altcl'DIIWe or not.
Mayor Bums 11ml if we need• OUllide dlllC OD M City Manager Sears said we could maybe come to
Council next Monday nipt. Mr. Miler aid the qreemm bas an outside date. Mayor Bums said they
requested thirty days. but WC have not ICt M Mr. Miller said be wa just responding to bis lilalemCDt that
they need a dllle. Tbe ....-. Im dill in ii, ad Council can c:bange it to whalever they Wlllll, but there
is a date in there for 1h11 purpoae, be llid. Ms. Blldlbaw said the proposal bas it in it. Mr. Miller said yes.
in the proposal .
Mayor Bums 11ml if they Wlllll lO put a ditl'aml time. Mr. Miller llid we could ddcrmioc: an earlier date
bymutull~
Council Member Cillna llid dlil p'el m die abilily OD a weekly basis to make that dc:tcnnination, SO be
hid DO pniblem widl il Let's mb it dlil1y days, we'll make a decision, and we CID always do it earlier.
Mayor Bums llid 1h11 includls my odler, Old Navy or myt,ody elle.
Council Member Gllna said dial rally does not c:bange the IUXIIIIIIIClldaons then, because that will Slay
as the proposal is.
Mayor Bums said the reaulion lm been IIIIMd 111d IICCIOlldcd widl four additions as recited ido the
record by Council Member Gam:a.
Ayes :
Nays :
Abllent :
The motion carried.
6. Adjoll..._.
Council Members Oam:tt, Bradshaw, Wolosyn, Yurcbick, Grazulis,
Bums
Nooe
Council Member Nabbolz
MAYOR BURNS MOVED 10 ADJOURN. Tbe meeting acljoumed 11 7:35 p.m.
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AGENDA FOR THE
SPECIAL MEETING OF
THE ENGLEWOOD CITY COUNCIL
MONDAY, JANUARY 31, 2000
7:00 P.M.
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1. Call to order. '7:05 p. tn.
2. Invocation. /f)o.r" ~
3. Pledge of Allegiance. /YJ"7b1 ~
4. RollCall. t;~(AJ~-~
5. Regular Agenda.
a. Resolutions.
Recommendation from the Englewood Environmental Foundation to adopt a
a resolution supporting the final agreement for sale of property from the
Englewood Emrironmental Foundation to Trammell Crow for CityCenter
Englewood. ffAFF SOURCE: Bab Simpson, Board Director, Englewood
Envtr·a1ilfflMtal Foundllllon.
Recommendation from the Englewood Environmental Foundation to adopt a
resolution supporting a modification to the Master Development Agreement
for CityCenter Englewood. ffAFF SOURCE: Bob Simpson, Board
Dl1'9Ctor, Englewood Environmental Foundation. s-t'A/()dfvi
Adjoumment. ~ '1i 35p. m . <J~x~
Ganllll -mallan ID.....,.. R-. 15
C--* ....... ca.Nll-.lded Ille ,-..ion by
.... four cwceuawww I •= 111:
1. 11..,-~orcrdan
....... 13111,000.CXIID .. Cly.
2. ·-... -..... ... ~ ..... =··---· o1 ......... nnatydaya ... be ....... ~ ....
3. --~ .. i.w Ille alllly to bid or ,-pond
ID ....... a,,y alllW daValapar .... Walngartan
4 .
.,.. haw no ....... or rWlt to P,-II. Tlllt.,... ....... by ... Wwlgaitan.
........ .. Cly ...... ..., In llle9-itthal.
.... and llllw ........... Nlllllanahlp .. tarninalacl .
~e.o----s.
PINN nala: If you haw a dlubillty and IINd auxlllary aJda or NrVicN, plNN notify the City of EnglewOOd
(303-712-2405) at !Nat 48 hours In advance of when NrVicN .. l'INdecl. Thank you.
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CALL OF SPECIAL MEETING
AND
NOTICE OF SPECIAL MEETING
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I, Thomas J. Bums, Mayor of the City of Englewood, Colorado, hereby call a Special Meeting of
the EnglewoOd City Council at the Englewood City Hall Council Chambers to be held on
Monday, January 31, 2000, at 7:00 p.m . to address the attached agenda.
ACKNOWLEDGMENT OF RECEIPT OF NOTICE
The following persons, all Council Members of the City of Englewood, do her by acknowledge
receipt of notice of the above special session.
Printed on Re c yc led Paper. -
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RESOLUTION NO . .1_
SERIES OF 2000
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A RESOLUTION SUPPORTING THE FINAL AGREEME:--IT FOR SALE OF PROPERTY
FROM THE ENGLEWOOD ENVIRONMENTAL FOUNDATION TO TRAMMELL CROW
FOR THE CITYCENTER ENGLEWOOD.
WHEREAS , The Englewood Environmental Foundation was formed to relieve the
burdens which would otherwise be assumed by the City of Englewood , Colorado , in
connection with the environmental remediation. land use planning and preparation for
redevelopment of the Cinderella City shopping center; and
WHEREAS , the Englewood Environmental Foundation was formed to provide s upport for
the redevelopment and enhancement of the City's commercial environment and is a se parate
and distinct corporation; and
WHEREAS , the City Council of the City of Englewood. Colorado. s upported the '.\fa ster
Plan proposed on August 10 , 1998 by the Englewood Environmental Foundation : and
WHEREAS , Englewood City Council adopted Resolution No . 100, Series of 1999 .
supporting the selection of Trammell Crow for the CityCenter Englewood reside ntial
redevelopment:
NOW, THEREFORE , BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO , THAT:
Section ) . The City Council of the City of Englewood . Colorado, hereby s upports the final
agreement for the sale of property to Trammell Crow , for residential development at t he
CityCenter Englewood site under the general terms and co nditions of the Agreement
attached hereto as "Exhibit A''.
Sect10n 2 This resolution of support in no way waives or delegates the City' regulatory
powers, duties and responsibilities with re s pect to zoning and governmental issues .
ADOPTED AN D APPROVED this 31st day of January , 2000 .
ATTEST: Thoma s J . Burns . :Mayor
Loucrishia A. Ellis , City Clerk
I . Loucrish1a A. Ellis, City Clerk for the City of Englewood , Colorado. hereby certify the
above is a true copy of Resolution No._, Series of 2000.
Loucrishia A. Ellis
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COUNCIL COMMUNICATION
DA TE: January 31, 2000 AGENDA ITEM SUBJECT: Support o f Final
Agreement For Sale o f Property
5 ai to Trammell Crow Residential
INITIATED BY: Englewood Environmental STAFF SOURCE: Bob Simpson. Board
Foundation Director, Englewood Environmental
Foundation
PREVIOUS COUNCIL ACTION:
On August 10. 1998. City Council adopted Re so luti o n No . 90. Serie s o f 1998 supp o rting the
Master Plan proposed by the Englewood Enviro nmental Fo undati o n and Miller/Weingarten fo r
the Cinderella City site.
On November 2, 1998 , City Council adopted Re so lution No . 10 l. Series o f 1998 supporting the
ale of property to Wal•Mart by the Englewo od Environmental Fo undation (EEF) for the
development of the CityCenter project.
On November 22, 1999 , City Council adopted Resoluti on Number I 00. Series o f 1999 supporting
the selection of Trammell Crow Residential for the Englew ood CityCenter residential
redevelopment.
RECOMMENDED ACTION:
Staff recommends that Council adopt a resolution . which suppo rts the final agreement for the sale
of property from the Englewood Environmental Foundation (EEF) to Trammell Crow Residential .
BACKGROUND:
Over the past three months the Foundation has been in neg o tiations with Trammell Crow
Residential over the remaining issues involved with the lease of property. With Council· s support.
the Foundation is now ready to proceed with the lease of the property to Trammell Crow
Residential .
FINANCIAL IMPACT:
The proposed Resolution will demonstrate support for the EEF and the Trammell Crow
Residential land lease completing an important phase of the CityCenter development.
LIST OF ATTACHMENTS:
Proposed Resolution
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AGREEMENT FOR PURCHASE A.1\ffi SALE
AND R.EDEVELOPME1'T OF RESIDENTIAL REAL PROPERTI'
THIS AGREEMENT FOR PURCHASE AND SALE AND REDEVELOPMENT
OF RESIDENTIAL REAL PROPERTY (" Agreement") IS made the dav of Januarv. 2000 .
by and between TCR Mounlalll Stares Properties. Inc .. a Texas c:orpontio~ ("TCR") ~ The
Englewood Environmemal Foundation. Inc ., a Colorado nonprofit corporation (-EEF").
RECITALS
A. There is located within the boundaries of the Ciry of Eng lewood . a Colorado home
rule muoicipal c:orporation ("City"). the former regional shopping center site whic:b was kno wn
as "Cinderella Ciry ." The site is bounded by Hampden Avenue, Santa Fe Drive. El.ui S1rttt .lnd
Floyd Avenue, and is depicted on the attach~ fah1b1t A. wh1c!l is inc orporat.cd herein b:,: this
reference (the "Redc vclopmenr S1Ce").
8 . The City Council. on December 15 . 199i . e~pressed its de si re that the
Redevelopmc:it Site be redeveloped as a Transit Oriented Developme:lt ("TOD") to be integral.Cd
with the RTD station next 10 the Redevelopment Site . One of the elements the City has directed
EEF to include in the TOD is a residential d.evelopmeru which also incorporates rct.11! space JS
part of the improvements .
C . TCR has agreed to construct a multi-family and retail proJect on that portion of the
Redevelopment Site which is labeled as ·rcs1dential parcels" and depicted on Exh1hit A and more
fully described on E:thibjr B which 1s acuched he reto and tneorporateo !:.erein by clus reference
( the -Ptopeny.).
D . EEF has agreed co sell. ind TCR has agreed to purchase . the Property on the terms
am! coodiliom set forth in this A&rcemem .
Now, therefore. in consideration of the promises and agreements of the parues conwned
herein, and other good and valuable consideration , the receipt and sufficiency of which arc hereb y
acknowledged by each of the panics. EEF and TCR agrtt as follow s :
1. DEB,'JJTIONS . For purposes of thi s Agreement . the following tenns shall ha ve
the following meaning :
a. Qn: shall mean the Cicy of Englewood. Srace of Colorado
b . CAM Agrttmep[ shall mean the Common Area aod Main!emDCe Agreement
executed by EEF and Wal-Man Real Estate Business Trust cwed November 24. 1999 ind
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recorded November 24. 1999 in the real estate records of Arapahoe County, Colorado at
Reception No . A9186624.
c . ~ shall mean tbe date EEF executes and delivers to TCR a deed
conveying title lO the Propeny. TCR ~ys to EEF the Purchase Price and the panics consummate
tbe transaction provided for herein. ail as set fonh in Pangrapb 17 .
d. ECR Agrmw:mg shall mean the Deciantion of Easements, Covenams and
Restrictions executed by EEF and Wal -Mm Real Estate Bmmess Trust dared ~ovcmber 24, 1999
and recorded in the real estare records of Arapahoe County . Colorado on November :?4 . 1999 at
Reception No . A9186622 .
e . Effective Paw sball mean the date tlus Agreement bas been executed by
bom parties .
f . E:<cusable Delav shall mean any deLly m compleuon of the obligations to
be performed by any party due to strikes. lockouts . or other labor or in<!ustnal disrurbance. c1v1!
disturbance. future order of any government. court or regulatory body claiming j urisdiction. ii.C t
of the public enemy. war . riot . sarotage , blockage . embargo. lightning. earthquake . fire. storm.
burricanc, tornado, flood. washout. explosion . unusually inclement we:it.'le:. or any other cause
whatsoever beyond ~ reasonable control of such party .
g . lmprovcmentS 5hall mean the residential and retail improvements to be
consttuered by TCR on tbe Property as more fully described in Paragraph IO .a
h . Inspection Period shall mean a period of time begi.ncing on the Effective
Date and endin& on febrtW"Y 10 . 2000. as more full y described in Paragraph 6 , as such date may
be e,ucnded in accordarx:e with Paragraph 6
i. Master Site Plan shall mean the site plan for the development of the entire
Rcdevelopmem Site as depicted on E:uubit C.
j . M-W shall mean ~filler Weingarten Rci!ty , LLC .
le . Pgmined, Exceptions shall be the title exccpuons accepted by Purchaser or
not timely objected 10 as more fully described in Paragraph -'.d .
1. ~ shall mean the plm area as identified on E;shibjt A .
m . Piazza RcJljl shall mean the ground level retaJI space 10 be developed in the
building adjacelll to the north of the Piazza is described in s«tion IO(a ).
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n . Plans and Specjfications shall mean the plans and specificauons for
construetion of the Improvements.
o . TCR Dcvelopmcn1 Agreement shall mean the Agrttmeru descnbed in
Paragraph 7 .
p . TCR Site Plan shall mean the Site Pim to be submitted to Ciry Ccuncil for
approval in accordance with Paragraph 10 b. wluch Sile Plan shall include the location of all
improvemems. parking spaces and parking st.-ucrure. lalldscap1111 {includU1g locauon and species.
and all ocher improvementS to be developed by TCR on the Property. buildJ.ng elevauons. civtl
enginecriag plans, and exterior materials and ;olors. together with ident1fa:at1on of any off-site
improvements required by TCR to complete development of 11s Pr operty
2 . SALE :\NP PURCHASE EEF agrees to sell and TCR agrees to ;,urdl:Ase and pay
for the Property. on the terms and conditions hereinafter se! forth .
3 . Pl7RCHASE PRICE . The purchase pnce for the Property (the "P,Jrchase P:ice")
10 be paid by TCR to EEF shall be Five ~ilhon Dollars (SS .000 .000 .00) The Purchase: Pnce
shall be payable as follows :
a. ~-Upon e~e,i;uon of this Agreement . TCR shai l depos it Tw o
Hundred Thousand Dollars (S200.000) t lhe "DeFOS it") into t!SCrow w11n Ch1.:ago Title lnsur:mce
Company (the "Escrow Ageru "). Concurrently with the e:tccution of this Agr=nent. TCR . EEF
and Escrow Agent shall enter into an escrow agreement instrUcting the Escrow :\gent to mvest
tbe Deposit in an intcresl bearing account and to hold and disburse the Dcposn . inc!us1ve of the
interest e:irned !hereon. in accordance with the lerms of this Agreemem. reference herein to the
Deposit shall mean and include all inrerest earned thereon . The Deposit shall be credited ag:iinst
tbe Purchase Price at Closing .
b . C1osjng PavD)C!!t. The balance of the Purchase Price . as adjusted for all
prorations and dosing costs provided herein (the "Closing Payment"), shall be paid by TCR to
EEF al the Closing by wire transfer or other immediately available good funds ac ceptable to EEF .
4 . TITLE A;'lD Sl'RVEY .
a. I.ilk -Title 10 the Property shall be free and clear of all hecs and
encumbrances. sub_JCCt only to such matters as TCR accepts or is deemed to have accepted
pursuant to Paragraph 4 d (" Pennitted Exceptions")
b. Title Commitment . Prior 10 the Effecuve Dace (as defined m P:uagr:iph
I b), EEF has fumisbed to TCR a currc::t title commiancm covering the Property (the
"Commitment") issued by Chicago Tille Insurance Company ("Tille Company"), -..ith said
couuruunent to insure, subJec1 to the requirements ilnd exceptions set forth !herein . fee simple title
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10 the Property in TCR in the amoun1 of lhe Purchase Price . The Title Company has also
delivered IO TCR legible copies of all recorded instruments referred to Ill the Comnuunent (the
"Title Documents"). EEF also, within fifteen {l.S ) days after the Effective Date. shall furnish co
TCR a tu cenificate from the Treasurer of Arapahoe County . EEF shall pay for at Closing . and
promptly mer Closing C3USe the Tille Company to issue: to TCR. an ALTA Owner ·s title
insurance policy insuring ulle ro the Property m TCR m the .m:ount oflhe Pun:!l.lse Pnce. subject
only to the Permitted Exceptions .
c . Survev . Within five t5) business days after the Effective Date . EEF shall
furnish to TCR ii survey ("Survey") of the Property prepared by a surveyor registered III the State
of Colorado which shall meet the minunum sianuard detail requir~ments for ALT A.'ACSM Lllld
Tille Surveys. for 311 urban survey . Jointly established and adopted by AL TA and ACSM rn 199 7 .
to be dated not more than thirty (30) days prior to t.'le Effe-~:ive Date. cc:mfied tc TCR Jnd Tale
Company .
d . Location of C:1issons Within Jays afte~ the: Effect i\·e !)a te .
EEF shall deliver to TCR l drawing prepared by a rurve~c,r licensed in the State of Co lorad o
wh1c!l shows lhe location of all ca1ssoru on the Propc'"y that had ~n lett in plac:: .lfte:
demoliuon of the old improvements on the Propc:~ry EEF . ac its expense , sh.I! ha\'e eac!'l caiss on
exposed to allow visual confirmation of its location . deplh . ar.d pbys1cll ,;ond111on.
e. Title Defects . On or before ten {lO l business days following rc:ce:pc by
TCR of the Survey (''Title Objection Deadline"). TCR shall give EEF notice of all title detects
shown in the Commiunent which arc not consented to by TCR as Penmtted ExcepuoDS and
defects disclosed on the Survey . Any and all n-..itte:s lffectmg all or any pomon of Ute Property
disclosed by the Commiunent (as exceptions. requirements . or otherwise ) and the Survey whi ch
are not the subJCCt of a timely notice from TCR to EEF sha l I be dec:mcd accepted by TCR and are
herein referred to as the ~Permitted Exceptions·. If TCR noufies EEF of any title: or sur,ey
defects to which it ob1ects. then within five (5 ) business da:,,s after EEF recei ves such utle or
surve y obje<:tion notice, EEF shall adnse TCR what. if anything. it will do to address the
obJection. Prior to or at the Closing, EEF shall discharge any and all monetar y hens and
monetary encumbrances on the Property . except for the Permitted Exceptions . Such liens Jnd
encumbrances , if any. may be satisfied from the proceeds of the sale of the Property If EEF fails
to llotlfy TCR that it will cure each dcfc:cc objec:cd co . or if EEF notifies TCR of its 1ruent to r:ure
such defects and thereafter each of che defects objected co by TCR has not been cured prior w
February 25. 2000. TCR may . by wnnen nonce to EEF. te:,nmate this Agreement or. if it fatls
to give such notice. TCR shall be deemed to have WJ1ved such detects and shall accept the same
as Pennitted Exceptions. The notice of tenninauon 5hiill be given no lacer than (i) ten (10) days
following the notice that EEF will not cure .&ny de!·ec:. or (ii } m the event of failure to cure a
defect which EEF agreed to cure , March IS. :?000 . IfTCR does not notify EEF of us decision
to trnninate or waive within the time required . TCR shall be deemed to have waived its obJection
to such defecu and to have accepted such liefects as Pc:muaed Exceptions . ln the event of a
tenninatioo of this Agreement by TCR pursuant to this ParJgraph 4 d . the Deposit shall be
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returned co TCR and both panics sllall !hereupon be relieved of J.ll further obligauons hereunder .
5 . DOCUMENTS . Prior to the Effective date. EEF has furnished co TCR copies of
the !ol!owin& items relating to the Property in EEF's possession :
a. Soils reports .
b . Environmental informauon obtained by EEF eJCher in connection with other
poniom of !be Redevelopment Site , or which were prepared on behalf of a prior prospective
purchaser of the Property. copies of which bave been delivered .
c . Master Development Agreement between EEF 3nd Miller Weingarten
relating to the construction of improvements for the Master Site Plan , copies of which have been
delivered .
d . lntergovemmencal Agreements with the RTD and the Ctty of Englewood
e . CA;\1 Agreement
f . ECR Agreement
g . PUD and Design Guideline s
EEF shall also provide TCR. within five t S} business days following written request by TCR . with
any additional information in EEF s possession or control regard1Dg the Property .
6 . INSPECTION . TCR shall have until the exp1Iation of the Inspecuon Per iod ro
inspect and evalua1e the Property to aece:inuie the suitability of the Prope~y for TCR · s intended
use. The Inspection period ~y be extended upon request of TCR prov ided t 1) TCR is diligently
pursuing completion of us inspection of the Property. (::?) TCR reasonabl y requires addiuoll:ll
infonnauon from third parties to complete its lllSpecuon . and (3) TCR identifies by wnnen not ice
to EEF the nature of the additional informauon required . In the event TCR requests an extension
of lhe Inspection period as provided in lhe preceding sentence. it shall be e~tended a reasonable
period of time to per.wt TCR to obf4in the nece~sary ltlfonnauon. but in no event shall the
Inspection period be extended be yond Febru.tl'y 17 . 2000 . TCR may. for any reason aod III 11s
sole discreuon. terminare this Agreement by wr inen nonce to EEF gi ven on or before the last Jay
of the lnspecuon Period . In the event of such terminauon during the lnspecricn Period . the
Deposit shall be rerumed to TCR and both panics shall thereupon be relieved of all funher
obligations he:-ewxier . If TCR does not deli ver to EEF and the Escrow Agent either written
notice of its approval of the Propen:,, or us written rermin.ation resulting from its inspection oi the
Property (MNotice of Termination") prior to the expirauon of the Inspection Period, EEF shall
notify TCR that the Inspection Period ll3s exp!Icd and TCR shall bi: deemed to have waived its
right of termination under this Paragraph 6 , and this Agreement shall continue in full force and
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effect , the Deposit shall be non-refundable .111d the Deposit shall thereafter be rerurned to TCR
only (a) in the event the purchase and sale of the Property fails to close solely as a result of a
default by EEF under tile terms of this Agreement ; (b) termination of this Agreement by TCR
pursuant to Paragraph 4(d); (c) terminat ion of this Agreement by TCR pursuant to Paragraph 7;
or (d) termination of uus Agreemeru pursuant to any other terminauon right of TCR expressly
granted III this Agreeme:u .
7. SITE DEVELOPME!IIT REOUIRE~fENJS . Prior to February 10 . 2000 . EEF.
TCR and M-W shall agrtt upon a fonn of Development Agreement ("TCR Development
Agreement~) whlch will be executed at Closing utd which shall identify the items M-W is
required to complete subsequent to the Closing which relate directly to the Property. including
without limitation. i:nfrasttUcture . off-site 3.11d on -site improvements J.nd common areas . A dnft
of the TCR Developmem Agreement shall be pro\'ided to TCR on or before . 2000 .
In the event TCR fails to asree upon the form of the TCR Development Agreement within such
time, TCR ma y tcrmtnate this Agreement by wrinen notice co EEF . whereupon the Escrow Agem
shall rerum the Dcpos11 to TCR , this Agreement shall ternunate . ;ind the panies shall ha ve no
funher rigbu or obiig:111ons llerc-.mder . In the event TCR does net give such not ice or termmau on
to EEF by Februacy 10 . 2000 . as su c:i d.au: rnav be extended pursuant to Section 6 aoov c:. TCR
shall be deemed to b.ave wai ve~ m y objec :io ns to the: TCR De \'elopmem :\gre,::nem
8. PROPERTY SOLD ·AS-IS· . E.,cept for the representations . warrant ies . and
agyecmcnts of EEF set fonb in UllS Agreement , and except for ccmpleuon of the work required
to be performed under the TCR De velopment Agreement. the parties agree that the Property will
be conveyed to TCR in its than ·as-is · and "whc:-e -i s· condmon . TCR is relymg upon its own
inspection of the Property to evaluate the condition of the Property for TCR · s intended use . TCR
hereby acknowledges that the opportumty to mspe,:t the Proper:y pr ovided herein is suflic 1ent for
TCR to obtain whatever information regarding che P:-operty that TCR may deem necessary for
TCR to detenninc the coodiuon of the Property and ltS suiubilicy for TCR · s imcnded 1.1se . TCR
acknowledges that it IS sophisticated 1n the purchase ;u:d development of real propeny. and that.
by proceeding to Closing. shall be deemed to ha ve acknowled&ed that it has been given full
opponunity to inspect the property , including the opportunity co perform soil testmg and
environmental cesting at the Property. and is rely mg solely on its own mvesugation to determine
the suitability and acceptability of the $Oil and environmental condition of the Property for its
iJueuded use by TCR . Except as otherwise explicllly provided in tlus Agreement . EEF makes no
representations. warranties or agreements, either express or unplied . regarding the coodinon of
the Property. or the suitability of the Property for its intended use . including without limitation
any representations relating to the environmental conditions. air. water. water rights . rnmerals.
utilities . present or furure zoning. soll . subsoil. drainage . or access co public roads .
9. PERFORMANCE SCHEDULE
TCR shall submit the followillg icems .£Ccording to the following schedule :
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a. Prior 10 the Effective Date, TCR has submitted to EEF a preliminary Site
Plan {which shall be for discussion purposes only and does not include all of the items required
on the final TCR Site Plan).
b . On or before February 10. 2000. TCR shall submit to EEF a complete Sire
Plan which will include all of the required elements .
c . EEF shall review the complete Sire Plan. and shall request review of the
complete Site Plan by applicable City agencies, including but not limited to building department.
fire depanmem. utilities department {includmg water. sewer and storm water). public works
department and all other departments or agencies whose review is required to obtain approval for
bwldiDg permits. and EEF shall provide to TCR its comments and :he commentS of any re \'l ewmg
agenc:,, or department to the complete Site Plan on or before Februar y 20 . 2000
d . TCR shall submit to the Cay Counctl on or before February 29 . 2000 the
final TCR Site Plan. im:orporating such changi:5 as TCR deems appropriate in r~ponse to
commcm.s received from EEF following the earlier subnutt:ll of the Site Plan 10 EEF
e . No later than the Council meeting of :-.t:mh 6. 2000. TCR slull request a
resolution from the City Council approving rhe final TCR Site P!an .
!. In the event EEF er any reviewing agency or departments fatls to respond
with its commems by the daies required above. there shall be an extension of the date by which
TCR is required to make any of us submiuals following such required response by EEF or any
reviewing agency , which extensions shall be a number of business days equal to the number of
business days of delay by EEF or !he reviewing agency in providing their required response .
10 . IMPROVEMENTS
a. TCR shall build not less than 200 renral residenual units on the Property
west of Inca. and not less man 16.000 square feet of street level remll commercial space west vf
lm:a. facing on the north side ot' the Piazza ("Piazza Retail ") TCR shall build not less tb.ln 200
residential units on the property east of Inca and not less than 10 .00 square feet of street
levcUretail commercial space {including spa~ to be used by TCR for its club house and leasing
offices) east of Inca adjacent to the north side of Englewood Parkway . The residential uruts and
street level/commcrciaJ space 10 be developed on the Property are hereinafter coll~tively referred
to as the "Improvements ff. All of the Improvements shall comply Ul all respects with all
applicable governmental requirements. including, but not limited to. the Design St.ndards and
Guidelines of the Englewood Town Center Planned Unit Development District Pl.n approved on
November 27. 1998. under Ordmance No . 82. Series of 1998, adopted by the Cicy Cowic1I , as
such Design Standards and Guidel.i.oes may be amended from time to time . The Impro,·ements
also shall comply with the applicable provisions of the Master Site Plan .
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b . TCR shall submit to the City an application for building permitS for the
Improvements on or before June 6. 2000 and shall diligently pursue such applications . EEF shall
use itS best efforts to obtain a response from the City to approve the application. or if rejected to
provide comments regarding required revisions. within twenty-one (21) days following the date
the application for building permits has been submitted . In the event the City requires changes
to tbe Plaus and Specifications as a condition for approval. EEF shall use its best cffons to obtain
a response from the City to any resubmitted Plans and Specifications within fourteen (14 ) days
following the date such resubmission IS received by the City .
c . SubJCCt to Excusable Delay , thirty (30) days after unconditional approval
of the application for building penruts. TCR shall obtain its building permits and commence
construction .
d . Subject to facusable Delly. TCR shall complete the improve:nems
(completion shall be evidenced by issuance of a ce~ific:ate of <,'C cupnc:, and a .:c:ufic are of
completion issued by an architect reasonably ac::eptable to EEF) subsunual ly in ac cordance with
the Plans and Specifications approved by the C11 y witlun 2~ months ioll ow U1g the 1s ~uar:c~ o f
building permits .
e . TCR shall cause to exec ute and deli ver 10 EEF :u
Closing a Guaranty of Completion . TCR and EEF shall agr~ upon the form of the Guaranty of
Completion prior to the expiration of the Inspewon Period The Guaranty of Complet10n shall
allow for Excusable Delay .
11 . COMMON AREA MAINTENANCE AGREEME~T Toe Property shall be
subject to the CAM Agreement . TCR shall execute a Jolllder Agreement in accorda.'lCe with the
provisions of the CA.~ Agreement. TCR shall contribute ttS pro-rata share up to a ma.~unum of
5200 .00 per residential unit annually. and $1.70 per square foot for retail space (including space
used by TCR for it's own use) as its CA.1\1 obligauons
12 . ECR AGREEMENT, TCR DECLAR.'\TION . The Pro perty shall be subject to the
ECR Agreement . EEF agrees to record an affidavit designating TCR as the "Residennal
Developer~ as provided under the terms of the ECR Agreement. In addition. the Property shall
become subject to a Dec laration of Covenants and Resmctions (''TCR Dedamion ") whic!l shall
include . bur not be limited to, the following :
a. TCR shall obtain prior approval from EEF for any retail tenant occupying
7,000 square feet or more: provided. however . that if EEF fails to approve or reject a prcposed
tenant within founccn (14) days following the d.lte such approval is requested in writing, such
proposed tenant shall be deemed approved .
b . W ith respect to any space designated on the Site Plan as retall or office, but
not including live!work space ("Commercial Spac~~). it TCR fa1ls to lease at least seventy five
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percent (75%) of the Commercial Space within six (6) moruhs following the dace the last
Certificate of Occupancy is issued for such space . or if 111y such s~e. once rented. thereafter
becomes vacant for six (6) montbs or more . EEF slwl bave the option to require an independent
appr:tlsal of the fair market rent for such vacant Commercial Space . and TCR shall then offer such
spac: for rent at the appraised renw amount . Uthe space remains V31;anl for an additional si.'t
(6) months following a dctcrminauon of tbe lppmsed remal UDOWlt . EEF shall have che opcion.
at any time the space remains vacant . co lease the space at the :ifpraised rental amounc _
c . TCR shall noc ac any cime apply for or subject any of tJ:le residential urucs
on the Propeny co any federal or stare subsidy or any program for low mcome housing .
d . The TCR Declaration shall provide chac for a pe::iod of fiv e (5) ye:ir s after
TCR commences consttucnon on the Propert y. none of the remairung port ion of the
Redevelopment Site may be developed ior mulu -family residenual u.rucs fo r re:n . other than semor
housing .
e . Upon complenon o f !he Improvements . TCR 's mari.Jge:nem personnel fo r
the Property shall mainuin :?4 -hour contact w ith polic:: telephone connecucn .
f . The TCR Dec lauuon shall inc lude such addmor.al pro visi ons as are
reasonabl y accq,uble to TCR and arc appropriate to maintain the qu:ilicy and character , and
provide for the maintenance . of the re sident ial uruc s. including but not limned to. prolubitions
against storage of inoperable vclucles. commercial verjcles. boats . etc .. and maintaining all of the
residential units re:idy for rental and occupanc y . "Commercial vehicles" shall be defined 1n ,u~h
a way as not to prohibit normal deliver ies or se~vices 10 businesses in che Commercial Space or
live/work space . The TCR Declaration and any other riele vant documents shall permit the
Conunercial Space along Englewood P:u-kwa y lo be used for l leasing office . residents · club house
and exercise factlities. general office use~. and h ve/worlc space .
g. The TCR Declaration shall provide that EEF ma y no t ch:i.nge its site plan
for development of the property along the so uth side of Englewood Parkway without the prior
wrinen consent of TCR .
h . EEF and TCR shail agree upon the form of the TCR Declarauon pr io r co
the explr3tion of the IJlSpecuon Period . A draft of the TCR Dec laranon shall be provided to TCR
on or before , 2000 . If EEF and TCR do nee agree on the form of the TCR
Declaration prior to the end of the Inspection Period . then TCR ma !' terminate tlus Agrecmcnl by
written notice to EEF , whereupon the Escrow Agent shall rcrurn the Depos it to TCR. tJus
Ag1ecrnem sball tenniDate. and the parties shall have no further rights or obligauons hereunder .
If TCR does not give nouce of terminauon within such cime . TCR shall be deemed to ha \'e waived
any obJections to the TCR Declaration .
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13 . ACCESS: MECHANICS" LIE~S . TCR. its agents . employees. conuactors. or
subcontractors may. at all times after !he date hereof. and UDtil the earlier of the Closing or the
termination of this Agreement. have the right of access to the Property to test, inspect. and
evaluate the Property as TCR deems appropNte. including wuhout lim1tation drilling , sampling
or other testing procedures. provided TCR shall not ume.uonably interfere with the work then
being done at the Redevelopmeni Site by or on behalf ofEEF , the City . M-W or Wal-Man . TCR
shall promptly restore any altcntiom made to the Property by TCR , or at TCR's imtance or
request. and TCR shall pay for all ·work performed on the Property by TCR, or at TCR · s instaJJU
or request, as such paym:ms come due . Any and all liens on any portion of the Property resulting
from the actions or requests or otherwise at the insWM:e of TCR shall be removed by TCR at its
expense within fifteen (IS) days after nouce thereof is given to TCR . TCR shall. at TCR"s
expense . defend. indemnify. and hold barmless EEF and '.l,1-W from and against any and all
obligations. claims, loss. and damage . including costs and attorneys ' fees. to the <!:<tent the same
a.re caused by TCR's access to the Propert y. pr ov ided . however . in no evenc shall TCR indemnify
EEF or M-W with respect to any matter arismg fr om the results of such tests . or caused by EEF .
the Cit y, !'fl.W , Wal-Mart or the agents. employees . or ,omractcrs or an y of chem .
14 . EEFS COVENANTS REPRESENTATIONS Ai'liD w ARRA;',l'TIES . EEF hereb y
covcnams, represents and warrants to TCR as oi the date of this Agreement and as of the Closing
as follows:
a. Authoritv . The person executing !his Agreement on behalf of EEF has the
authority to do so . The execution and delivery of this Agreement by EEF 1s dul y authorized by
all requisite org3IlizationaJ actions of EEF
b . No Violatjons . To EEF's knowledge . the Property is not m violation. nor
has been or is current!y under investigation for violation of any federal. state . or local laws or
regulations. including without limitation those governing health . the environment and natural
resources .
c . Non -Forejgn Person. EEF is not a ~foreign person"' as that term is defined
in the federal Foreign Investment in Real Property Tax Act of 1986 , the 1984 Tu Reform Ai:t .
as amended , and Section l4S5 of the Internal Revenue Code , and applicable regulations and . at
Closing. will deliver to TCR a certificate stating that EEF 1s not a "foreign person" as defined
in said laws in a fonn complying with the tcder;d tax law .
d . Envjronmerual Condjtion of Propertv . All asbestos. hydrocarbons and other
materials regulated by law. and to the extent required by law for the Property to be used tor
residential development, have been removed from the Property and the removal. transpon and
disposal of such materials bas been completed in accordance with all applicable laws, rules ,
decrees, orders aJld regulations . EEF shall give to TCR at Closing an environmental indemnity
in subsrantially the form of the indemnity previously given to Wal-Mart by EEF .
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e. Complc;icn of Infrastrucrure . The utilities. streets. sidew~. curb and
gutters. mass transit improvements, Piazza aod other infrastructure and site developmcm
improvemems on or adjacem to che Property or COllDCCting the property to Hampden Avenue,
Galapago Stt~t between Hampden Avenue and Flo :d Stre:t, lnca Street and the RTD staucn will
be completed in accord.tnce with !hr plans and tile consuuction schedule agre=d upon prior 10
Closing between EEF and TCR .
f . Sice Cle:!rjng EEF shall remove from the Property prior to Clcsing. unless
otherwise specifically requested by TCR. any remaining demolition rubble or equipmem. excess
fill material or other excess material . At the Closing, the Property shall be in the condiuon
desc:ibed in Exhibit D aaached hereto l.lld 11icorpora1ed herein by this reference . If Exhibit D
bas not bee:i fmaliz.ed as of the Effe::tiv e Dace . che parties lgree to aiuch an E.thilm D l.5 soon
as possible after the Effective Da~. w1ch such E:uub1t to provide for the si~ to be deli vered by
EEF in a condition reasonabl y ac~e;,cable to both p;.n.ies .
g. Approval s EEF ~ ill use its best eti'orts in good fa ith tc fac:.lit.:i te th e
required C1cy approvals of TCR 's sit&: pla.:i. building piar.s. a.nd building pe:-rruts
h . D1sc!o~ure . foe :na1e:1:1l s d~!ive:e d ~:, EEF hereu nd c:: are co r:1;:ie:e to
EEF's knowledge By de!1ve:-:,· to TCR of all th e m.ite:i;i.Js prov ided tc be deli•:ered b~ ::EF
under this Agreement. EEF will ha ve. to the k.,o...,!eage of EEF . discl osed to TCR all :n.1te:ta l
information iD EEf' s posscss1cn conc::rmng the Property .
i . Mjtjgition ,.1 f Clis•og.s Ii any c f the caissons refe!'!ea to in ~.:on 4d
above interfere with TCR 's design for its impr ov e:!le:ns , the:i EEF shall ha ve such interfer:~
oissons cut back: or removed at EEF . s expc:ise m order to :!uninate suc:i interfe:c:ru:e
15 . RET.\Il, DEVELOPER
a . The parties l Ckno wle dge :.hac EEF is negotiating l Retail Agreement wilt
M-W providing for M· W to be the Re:ai.J Dc velo pe~ of the Redevelopment Site . TCR interids to
condomilliumize the Improve:nenrs adjacent to the north oi the: Ptazz.:i . which will prov ide that the
Piazza Rerail will be one or more condominiums . TCR is negouating with M-W ior the sale of
the re'..ail colldominiums . The Retail Agreement will require: TCR ro complete the shell of the
rerail condominiums and sell suc!J condomir.iums ro ~1 -W at TCR's :ic:ual cost . In th.e e vent '1-W
fails to close the purcb3.sc: of the condominium uruts in ac~oroance with !he Retail Agreement. at
the option of TCR. EEF agrees w purchase the re:.ul .;;ondomin.ium uruts on the same terms and
conditions . The sale ag1eemem between TCR and ~1-W sh:111 be subiect to EEF s prior wrmen
approval, wltich shall noc be unre.1sonabl y withheld or de!:i ye:t IfTCR and M-W have not enic:rc:d
into a Retail Agreement on or before TCR ma y cermina~ this Agreemeru by
written notice to EEF. whereupon the Escrow Ag.:nt shall return the Deposit to TCR . this
Agre:menc shall terminate , and the parties shall have no furt!ier rights l)f obiigltion.s heret:JJde:.
In the event TCR does not give such a.ouce of temunation to EEF by as such
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dare may be extended pursuant to Section 6 above, TCR shall be deemed to bave waived this
condition.
b . As used in this subsection, ·Retail Developer" means M-W. EEF. or a
retail developer desii]Wed by EEF . In the evenl EEF fails to consummate an agreement with J
Retail Developer for developllXtl( of the retail space in the Redevelopmem Site. or such Reiail
Developer fails to close on its purchase of the retail space llong the south side of Englewood
Parkway between Galapago and Inca Strceu on or before September 30, 2000. EEF and TCR
shall negotiate in good faith an amendment to the TCR Site Plan and Master Site Plan to respond
to any aolicipalcd delay or change in the development of the area idjacent to the south side of
EngtewOOd Parlcway . Ill addition. if EEF fails to close a sale or le-.1se of the rcwl prope:-ty
bounded by Hampden Avenue. Englewood Parlcway . Galapago and Santa Fe with a Re21l
Developer on or prior to cighl.cen (18) months following the Closing under this Agreement . EEF
shall pay to TCR $150 .000 as a reduction ot rhe Repurchase Price of the Property.
16 . CONDITIONS TO CLOSING TCR's obligation to close the purclwe or the
Property shall be subject to satisfaction of all of the following conditions on or before the C!osi:ig
Date :
a Approval by the City of a S1te Plan reasonably lcteptable 10 TCR . The S11e
Plan uwl be deemed approved if 1t lus bee:1 reviewed by all City Depanmcms that participate in
the processing of building permits. iDCluding without limitation the F1re Department, Building
Departmem. and the City 's !hm1 parry rrviewer . The parties agree that Site Plan appro-val is not
the saint as obUin&DI building permits. and !hat TCR has agreed to close pnor to obtairung
buildui, permits .
b Dcmonsuauon to TCR's reasonable satisfacuon that EEF lw available funds
(which may include proceeds trom closing th~ tr3J'.sacuon ;ontemplated by tius Agreement ) to
complete all required 1n!r:isuucnue improvements pursuant to an executed construction cor.tract
for complcuon of such work . if such infrastructure work IS not fuushed as of the C!o~ing Date
If either of the foregoing condiuons to closing is not met on or before the Closing Date. the:i the
Closillg Dare shall be extended for a reasonable period oftime . aot to exceed ten (10) days. to
allow for satisfaction of the conditions. If the condiuoas to closing are not met on or before the
elltendcd Closing Date, then either pany may temiinate this Agreement upon wrinen notice to the
other , the Earnest Money $hall be rewrned to TCR, and the parties shall be released from aU
further rights or obligations wider this Agreement.
17 . CLOSING. The Closing shall lake place on March 16 . 2000 or such other umc
as may be agreed to by the parties hereto in wrmng The Closing shall be held it the offices of
EEF at 10:00 A.M. Ac the Closing :
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a. EEF shall execute and deliver to TCR a special warranty deed. conveying
title to the Property to TCR subject only the Permitted Exceptions .
b . TCR shall pay to EEF the Closing Payment by wire transfer or other
immcdialely available good funds acceptable to EEF; and the Escrow Aaze:n shall deliver the
Deposit to EEF and it shall be credited against the Purchase Price . -
c . General real property ca.,cs mi assessmen1S for the ye:u 2000 shall be
apportioned between the parties based upon the most recem levy and assessment. and such
adjusunem shall be a final settlc:menc. Io the event the most recent tax figures are only available
with respect to a larger parcel chm that which is being acquired c1t Closmg. such figures shall be
prorated based upon the number of acres contained in the Property in proportion to the number
of acres constituting the larger tract . It is understood by the parties that the Propeny owned by
EEF is presently e:\cmpt from property Ta:<. However, ce:tain property ta ., re venues from t.'le
Property in excess of an established base amount have been pledged to pay principal and mterest
on the Englewood Urban Renewal Authority's (~EURA·) Tax Increment Re venue Refunding and
Improvement Bonds ("Englewood Downtown Rede\·e!opment Project "') Ser ies 1985A md Senes
1985B (!he "EURA Bonds~). EEF bas pm·iously agreed th3c. during such ume as this pledge
is in effect and the Propcny is owned by EEF , EEF shall make annual pa yments ro the EURA in
lieu of property ta'tes in an amount equal to the property ca."C re venue in excess of the established
base amount for such area. The apponiorunent of gener:il real propeny t.1:<es and ~scssments
referred to in tlus Paragraph 1S(c ) shall be dec:ned to also refer to any such payment in lieu of
taxes attributable to the period prior to Closing . EEF warra.rus and represents to TCR that EEF 's
agreement co make paymcms in heu of property taxes with respect to the Property shall terminate
and be of no further force or effect upon conveyance of the Property fr om EEF co TCR .
d . EEF and TCR shall execute the TCR Declarat1on as provided in ParagrJph
12.
c . TCR and EEF shall execute an affida vit designating TCR as the Res idential
Developer under the tenns of the ECR Agreement .
f. TCR and EEF shall execute a Joinder Agreement under the terms of the
CAM Agreement
g . EEF shall cause the Ticle Company to deliver to TCR an unconditional and
irrevocable written conunianent to issue to TCR its ALTA Owner 's title insur;mcc policy (the
"Title Policy·) insuring title to the Property in TCR in the amount of the Purchase Price. subject
only to the Pennitted Exceptions .
h . TCR shall cause ---------to execute a Complcuon
Guaranty as provided in Paragraph 10 .d .
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i. TCR, EEF and M-W shall execute the TCR Developmirot Agreemenc as
provided in Paragraph 7 .
j . The parties shall each do or cause to be done such other matters and things
as shall be reasonably necessary to close the tr.lnSacuon comemplatcd herein . Each party shall
pay one-half of any charges imposed by the Title Company to prepare the closing documcll[S and
provide similar closing services ; EEF shall pay the pmnium charged by the Title Company for
the Owner 's Policy, and TCR sball pay all recording, documentary. and sunilar fees incurred in
coDDeCtion with the Closing .
k . Possession of the Property shall be deli vered at~ time of Closing .
18. BROKERAGE COMMISSIONS . TCR and EEF e~h he~y warrant and represent
to the other wt il bas not dealt wuh any broker in connection with the transacuon conLemplated
herein . EEF be:eby indemnifies and agrees ro bold harmless TCR from Jnd against any and all
claims for commissions . fees. or other compensation payable to any re:il estate broker . agent .
salesman. finder. or other person as a result of the sale of the Proper,:. and on account of any
implied or express conunitment or undertaking made by EEF . TCR hereby Ulde:nru fi es and
agrees to hold barmless EEF from and agamst any and all claims for comm1Ss1ons. fe:s. or other
compensation payable to any real estate broker . agent . salesman. finder . or other person as a
result of the sale of the Property and on account of any implied or e.,prcss co mrruunent or
underukiDi made by TCR .
19 . ASSIGNMENT . Except as to any entit:y controlled by TCR or b:,. a TCR Affiliate
dial is umer common control with TCR. this Agreement may not be assig:ied by TCR without
EEF's prior written consent. wbich may be granted or withheld by EEF in its sole and absolute
discretion .
20 INDE'1NIFICATI0ti . As a matcnal part of the consideration for this Agreement
and to the maximum extent pcnnined by law. TCR shall indemnify. protect. defend and hold
barmless EEF and the City, with counsel reasonably acceptable to EEF and the City. from and
against any and all loss. liability, damage, claim . cost and e:.peosc (including reasonable
anomeys' fees. court and litigation costs. and fees of expen wnnesses ) resulting or arising from
or in any way connected with the following ; provided . however . that TCR shall not be responsible
for (and such Uldemnity shall not apply to) any act:,. errors or omissions o f EEF . the C ity or their
respective officers. employees, contractors or agents :
a . TCR • s development. marketing. sale or use of the Property in any way ;
b . Any plans or designs for Improvements prepared by or on behalf of TCR.
including without limitation any errors or ouuss1ons with respect to such plans or designs,
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c . AIJ.y loss or damage to EEF or the City resulting from any inaccuracy in or
breach of aoy representation or warranty of TCR. or resulting from any bre3Ch or default by TCR
under any agreement between such party mi EEF or rhe Ciry ;
d. Any loss or damage to EEF or the City arising from or as a result of the
dc:lih of any person or any accident. inJury. loss or damage whacsoever caused to any person or
!be property of any person. which shall octur on or adjacent to the Property. or Ill con.cecuon with
the activities of TCR under this Agrccmcnt, a.nd which shall be directly or indirectly caused by
!he errors or omissions of TCR or its officers, employees. contr3ctors or agelllS ;
21 . ATIORNEYS' FEES . In the event that a law suit is brought to enforce or interpret
all or any ponion of Ibis Agrecmenc. the prevailing parry in such suit shall be entitled to re::over .
in addition to any other relief available to such party, reason.able costs and e:q,enscs . mc lud ing .
without limiwion . rcasoaable attorneys' fees, mcurred in coMe::tion ~ith such suit
22. DEFAULTS AND REMEDIES
a. Time is of the essence of the obligations of the Parues '.'Jc:ther pal"!y sh31!
be considered 10 be in default ucdcr this Agreement unless the othe~ pany no11f:es such parcy (the
"Defaulting Party"} of such default and the Dcfau lung Parry fails 10 cure such default within five
(5) business days following the giving of such nouce . prC'v1ded no '.'Jouce of Default shall be
required and no cure period shall be provided for the failure of l party ro perform acts or pa ~
monies required to be paid or performed at the Closing as specified m Pa.ragrlph 16
b . If TCR shall default in performing its oblig:mons hereunder prior to
Closing. EEF shall be entitled. as its sole remed y. to terminate th.ts Agreement Jod retain TCR ·s
Deposit as liquidated damages . In addition and notwithsWlding the foregomg . EEF shall be
entitled to damages for a breach by TCR of the coven.ants cowincd :n Section 13 If TCR shall
default in Pff{onning ics obligauons hereunder after Closing , EEF shall be entitled to all remedies
that it is emuled to at law or in equity . im:luding specific performance and damages . as may be
appropnare
c . If EEF shall default in performing us obligations hereunder , TCR ma y elc::t
to (i ) cenninatc this Agreement and have its Deposit returne<I to It, or (11 } seek spcc:fic
pcrfomwx:e of this Agreement from EEF because ot such default , pr ovided ho wever . 1i TCR
elects specific pcrfonnaoce pursuant to Ibis paragraph . it must do so wahin thiny (30) Jays o f the
alleged default and 111.1y record a Notice of L.is Pendens onl y it" it has commenced a coul"! JctJon
to enforce specific performance within such thirty-day period. or (iii) pursue any other remedies
available at law or in equity .
23 . EEF DEVELOPMENT OF LOT I BLOCK. 1. TCR aclcnowlcdgcs and agrees wt
EEF has retained the right 10 develop Lot I . Block I. Englewood City Cenrer . Filing No . 1
c· Adjacent Puccn . which puce! is adjacent to the nol1hwcst pomon of the Property . TCR
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agrees tlw EEF shall have the right, 111 its sole discretion, but subject to the condition set forth
in Section 12 above, to develop. or to sell or lease to a third party for development, the Adjacent
Parcel for my use penniaed by the PUD, as may be amended from time to time, including but
not limited to smale or multi-faintly residential wuu for sale. or senior housing units.
uorwitlJSfaoding tlw such development may compete with TCR's development of its Property .
EEF shall have no obligation to offer to TCR the right to purchase or lease the Adjacem Property .
Nodlins bereiD shall restrict TCR • s right to parucipatc as an intemred party iD any public
hearings regarding the development of the Adjacent Paree!, including commcms to design. site
plan and similar maners; provided. however, TCR agrees DOC to object to the use of'tbe Adjacent
Parcel as single family or multi-family rental or for sale units or as senior housing .
24 . NO PARTNERSHIP . Nothing contained in this Agreement shall be deemed l)r
construed to cn:ate a parmership. joint venrure or any other relationship between the panics
hereto, other than Purchaser and Seller. according to the provisions contained herein, or cause
EEF or the City to be responsible in any way for the debts or obligations of TCR. or any other
party. or deemed or construed to .:reate 1 parmership . Joint venture or any other re!anonship
berween TCR lDd M-W , or cause TCR to be rc:spons1ble in any for debts or obligaoons of EEF .
the City. M-W or any other party .
2S NOTICES . All ooticc:s provided for herein s.ball be in writmg ;wd shall be deemea
given to a party when a copy thereof. addressed to such ;,any as provided herein. is actually
delivered, by personal delivery, by commercial courier or by successful facsunile ua.osmission .
at the address of such party as provided be!ow . All nonces to EEF shall be addressed to EEF at
the following addresses and facsimile numbers or such other addresses m.:i facsunile numbes of
which EEF gives TCR notice hereunder ·
Englewood EnvirolllIM!ntal Foundation, Inc .
3400 South Elati
Englewood, CO 80110
Attention : Rick Kahm
Facsimile: 303-789-l L2S
Telephone : 303-762-2503
with copies to :
Berenbaum. Weinshienk & Eason.PC
370 17th Street, Suite 2600
Denver, CO 80202
Anention : H. Michael Miller, Esq .
Facsimile : 303-629-7610
Telephone : 303-82S-0800
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All notices to TCR shall be addressed to TCR at the following addresses and
facsimile numbers or such other addresses and facsimile numbers of which TCR gives EEF notice
hereunder :
TCR Moumain States Properties, Inc .
1433 Seventeenth Street. Suite 110
Denver. CO 80202
Anention: Scan McFadden
Facsimile : 303-293-0021
Telephone : 303-293-2344
with copies to ·
Brownstein Hyatt & Farber. P .C .
410 li11 Street, Suite 2200
Denver. CO 80'.?0'.!
Ane:nion : Lynda ~lc~eive . Esq
Facsimile: 303 -223-1111
Telephone: 303 -22:-1100
26 . GOVERNING LAW . The validity and e!fect of this Agreement shall be
determined in accorda!Ke with !he laws of the State of Colorado .
27 . CONDEMNATION PRIOR TO CLOSING . In the event that the Property or any
portion thereof shall be taken or rhri::atened to be taken in condemnation or under the right of
eminent domain after the Effective Date of murual l:!Xt:eution hereof 3.lld before the Closing, TCR
may declare this Agreement to be null and void and the Deposit shall be refunded to TCR. and
all parties shall be released from any further obligations hereunder. except as expressly provided
in this Agreement . If TCR does not cancel this Agreement . TCR shall be entitled to receive the
award from the condemning author it:,-.
28 . PARTIAL INVALIDITY . In the event that any condition or covenant herein
comaincd is held to be invalid or void by any court of competent jurisdiction, the same shall be
deemed severable from the remainder of this Agreemem and shall in no way affect any other
covenant or condition herein contained so long as such severance does not materially affect the
rights. obligations, benefits or burdens provided tor herein. If such condition. covenant or other
provisions shall be deemed invalid due to its scope or breadth. such provision shall be deemed
valid to the e.lttent of the scope or breadth pcnnined by law .
29 SURVTV Al. All agreements. representations, cove11.1nts. ar..d warranties on the
part of the TCR and EEF contained m this Agreement or any amendment or supplement hereto
shall survive the Closing and delivery of deed hereunder for a period of three (3) years after the
Closing and shall not be merged thereby .
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30 . COMPUTATION OF TIME . Ir any evcm or performance hereunder is scheduled
or required to occur on a Saturday. Sunday, or legal state or federal holiday iD Denver. Colorado,
such date shall be automatically extended to the De:\t day that is not a Saturday. Sunday or legal
swe or federal holiday in Denver. Colorado .
31 . AUTHORITY TO SIGN . Each pany represents mat me persons executing Uus
Agreement on behalf of such party have full aUlhority to do so, and to buid such party to perfonn
pursuant to the terms and conditions of Ibis Agreement.
32 . COUNTERPARTS · EXECUTION. This Agreement may be executed in
counrcrpans and, when coumcrparts of Ibis Agreemem have been executed and delivered by both
of the parties bcrcto. this Agrccmcnt shall be fully bindin@ and effecuve, just as if both of I.he
parties hereto bad executed and delivered ;i single coumerpan bereof. Without limmng the
manner iD which execution of this Agreement may otherwise be effected hereunder. e:\ecution by
either party may be effected by facsimile crausmission of a signarure page hereof exetutcd by such
party If eitber pany effects execution in such manner , such party sh3ll also promptl y deliver to
tbe ocher party the counrerpart physi1:ally signed by such ;,any. but the failure or such party 10 do
so sball not iDvalidale the execution hereof effected by facsunile tranSfflJssion .
33 . ENTIRE AGREEMENT . This Agreement contains the entire Wlderstanding and
a,reemem between the panics with respect to the subject matter hereof and supersedes all prior
cc m mi&mrrics, madersWldings, warranties, and negotiations, all of which are by the execution
bm:of rendered DILi! and void. No amendmC'Dl or modification of this Agreement shall be made
or deemed to have been made unless iD writing . executed by the party or parties to be bound
dlereby .
IN WITNESS WHEREOF, the parties have executed this Agreemeru on the dates set forth
below intending dw it be valid and effective from and after the d3te first written above .
THE ENGLEWOOD ENVIRONMENT AL
FOUNDATION. INC .. a Colorado non-profit
corporation
By . ____________ _
Rick Kahm, President
TCR Mountain States Properties, Inc .. a Texas
corporation
By :
Scott McFadden. Vice Pre~ident
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EXHIBITS
TO
AGREEMENTFORPURCHASEANDSALE
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AND REDEVELOPMENT OF RESIDENTIAL REAL PROPERTY
EXHIBIT A
EXHIBITB
EXHIBITC
EXHIBITD
• Lcpl Description-Redevelopment Site (inc:ludiug Civic Center Site)
-Lcpl Description-Residential Property (to be sold to TCR)
• Approved Site Pim for Redevelopment Site
-Condition of Property (to be delivered at Closing)
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RESOLUTION NO . -2_
SERIES OF 2000
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A RESOLUTION SUPPORTING A MODIFICATION TO THE MASTER DEVELOPMENT
AGREEMENT CITYCENTER ENGLEWOOD .
WHEREAS, The Englewood Environmental Foundation was formed to relieve the
burdens which would otherwise be assumed by the City of Englewood . Colorado, in
connection with the environmental remediation, land use planning and preparation for
redevelopment of the Cinderella City shopping center; and
WHEREAS , the Englewood Environmental Foundation was formed to provide s upport for
the redevelopment and enhancement of the City's commercial environment and is a separate
and distinct corporation; and
WHEREAS , the City Council of the City of Englewood , Co lorado. s upported the Ma st er
Plan proposed by the Englewood Environmental Foundation with the pa ssage of Reso lution
No. 90, Series 1998; and
WHEREAS, Englewood City Co uncil adopted Resolution No . 100 , Series of 1998.
supporting the Development Agreement between Miller Weingarten Realty . LL C .. a nd the
Englewood Environmental Foundation for the Cinderella City Redevelopment; and
WHEREAS, the Englewood City Council adopted Resolution No . 50, Series of 1999 ,
supporting the "First Amendment to Pre -Development Agreement" between Miller
Weingarten and the Englewood Environmental Foundation for the Cinderella City
Redevelopment; and
WHEREAS, the Englewood City Council adopted Resolution No. 83, Series of 1999 ,
supporting the "The Master Development Agreement" between Miller Weingarten Realty
and the Englewood Environmental Foundation : and
WHEREAS, the Englewood City Council deems it appropriate to adopt this proposed
Resolution supporting a modification to the Master Development Agre e ment.
NOW . THEREFORE. BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD, COLORADO , THAT :
Sectjon l. The City Council of the City of Englewood, Colorado , hereby supports a
modification to the Master Development Agreement as set forth in "Exhibit A".
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COUNCIL COMMUNICATION
DA TE: January 31, 2000 AGENDA ITEM SUBJECT: Support of
Amendment to Master
5 a ii Development Agreement
INITIATED BY: Englewood Environmental STAFF SOURCE: Bob Simpso n, Board
Foundation Director, Englewo od En viro nmental
Fo undation
a
PREVIOUS COUNCD., ACTION:
On August 10, 1998 , City Council adopted Reso luti on No . 90, Series of 199 8 suppo rting th e
Master Plan proposed by the Englewood Enviro nmental Fo undatio n and Miller/Weingarten fo r
the Cinderella City site.
On November 2, 1998 , City Council ad o pted Reso luti on No. 10 I , Series of 1998 supporting th e
sale of property to Wal,.,.Mart by the Englewood Enviro nm e ntal Foundatio n (EEF) for the
development of the CityCenter project.
On August 2, 1999, City Council adopted Re so luti o n No . 83 , Serie s of 1999 s upp o rting th e
"Maste ~ Development Agreement" between Miller Weingarten Real ty , LLC., and th e Englewuod
Environmental Foundation.
On November 22, 1999, City Council adopted Res o luti on Number JOO , Series of 1999 s upp o rtin g
the selection of Trammell Crow Residential for the Englewood CityCenter res id e nt ial
redevelo pment.
RECOMMENDED .\CTION:
Staff reco mmend s that Council adopt a resolution, which s upp orts a modificati o n o f the Master
Deve lopment Agreement between the Englewood En vir onm ental Fo undatio n and Mill er
Weingarten Realty .
BACKGROUND:
Under the terms of the Master Development Agreement. Miller Weingarten Realty must provid e
by February I , 2000 a list of signed leases . If Miller is no t able to meet this deadline , the Master
Develo pment Agreeme nt will need to be modified .
LISTOF AITACHMENTS:
Proposed Resolution
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Section 2. This resolution of support in no way waives or delegates the City's regulatory
powers , duties and responsibilities with respect to zoning and governmental issues.
ADOPTED AND APPROVED this 31st day of J1muary , 2000 .
A'ITEST: Thomas J . Burns, Mayor
Loucrishia A. Ellis, City Clerk
1, Loucrishia A. Ellis, City Clerk for the City of Englewood , Colorado, hereby certify the
above is a true copy of Resolution No ._, Series of 2000 .
Loucrishia A. Ellis
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VIA FACSIMn.E 303-762-2408
Mr Gill)' Sear ~
Cit y ~anager
City of Englewood
3400 S El:lt i St
!3nglcwoo<i. CO !IGl 10-:!]0~
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RE CityCenter Englewood
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'Wr:lN:' .ARTEN
January 27. 2000
...
We met with you and your staff on January 25. 2000 to discuss a number of item,.
including the ret:ail developer deadlines for attaining certain level, of leasing and for closing on
our acquis itil,n of the leasehold interest . Al that mee1ing. you recommended thal Mi:lt!!
Wein~rten should submit i1l1 e,it1:n:.iun proposal The balance of this letter consists of our
proposal and :he rat ionale beh ind the proposal .
l'ropysal
Miller Wem~en anJ the City wouid take .10 days to determine if Border 's is a viable
option and ir it is determ ined 10 l>c a viable option. ~iller WeingaiLcm would have the right 10
close at any time up 10 90 days from that point and that :ighl would terminate at the e:ui of the 90
day pei-iod 1f it was determined at the end of the 30 day period that Border's wa., not a viable
option. Miller We ingarten would pursue the ~non-Border's" direct ion and ba~e the right to close
for 90 days and that right would tmn1nate ai the end of that period . Tf it was detennined priur tu
the end of the 30 day period that the required co-tenancy was not available, the election to go the
"non-Border 's .. route could be made or if the City wanted to immediately go the "non-Bordcr ·s··
route . the City wuuld hiive the upliun to so cfire;t.
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Mr Gary Sears
January 27 . 2000
Page2
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The City and Miller Weinprte:i bave rhe mutual interests of attracting the top tenam
line-up and gcttiDa the project built ad operating. The dilemma is thal the pmerred tenant
li11e-up will take loapr to secure and tbac is some ll1l8llinp&I risk that tbat line-up is not
achievable . It is possible tbat tbCR could be fiscal pressures or amcr faclon that make it
impractical to tab tbl lime necessary to see if the project can set Border's and its co-teaanU.
You .-c awvc that -are expecting to bave some i,Rlimimty indication oflewl ofint..si
from Bed Bath & Beyond and Old NaYy within the ncxi three w=lcs
The rcuon we need 90 days from the point al which a coune of action is selected. i~ to
allow us the time necessary to meet our requirements for financin11 . ~ost retail development
fUW1Cin1 tramactioas require that leases be in place for a minimum of 75% of the space. We
haYe oow arnngc:i, in this transaction, for our leasing requirement to be significantly lower and
thi, was made possible bec:au.sc: of bow famiiiar Weingarten Realt:, Investors is with the project
and the prospects for ultimate success .
The rationale for eliminating the prevision for I mi:iimum amount of leasing ,s that we
bclie..-c it will be ditlicuh to gc: fully e~etuted leases by the time we need w close ~d it appears
to us that ifwe have the ccnudencc and ability to close without a futed amount of leasing, that
lhis is a shiftinl! uf11e risk that sht>uld be to the bencfit of the City
As always. we U'e willing and awticus tu ptuvide yoo with any additional 1nfor:n111ion
you need and be available to meet at your conven.icnc1:.
Sir.ccrcly.
MILLER WETNGAR~REALlY. I.LC
-P .a,;/,.. I#~ j
~.\.Miller
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Council Member Garrett amended the resolution by
adding fol, recommendations: C,~ 6 ; .\-
1. Request reimblnement or the pl,Altlaee of the
.._.ial lMAI flf the dcwntl at:181 weuld be an
additional $350,000.00-to the City .
2 . lfwe go a non-Borders direction, ttll&;at the
commencement of that time, it be fNUQ8d ta
_.,-,.freRlninetydays.---~"''\\ ~ =<'w c~t,,-1 .::, s,,<-1 ~'($
3. . .Miller Weingarten
will have the ability to bid or to proposals
like en, olher developel. · no guarantee
or right to PhaM II . "'·"-t "' =·~ i •+I•" ~,, """"'
4. Thal a relNle I signed by Miller Weingart9'\-
relelllir,g l'8 City from all liability in the event that,
at the end of the paricld, the relationship is termintated .
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RESOL TIO ~o .5_
SERIES OF 2000
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A RESOLUTION SUPPORTING A MODIFICATION TO THE MASTER DEVELOPMENT
AGREEMENT FOR CITYCENTER ENGLEWOOD .
WHEREAS, The Englewood Environmental Foundation was formed to relieve the
burdens which would otherwise be assumed by the City of Englewood . Colorado , in
connection with the environmental remediation. land use planning and preparation for
redevelopment of the Cinderella City shopping center ; and
WHEREAS. the Englewood Environmental Foundation was formed to prov1de s upport for
the redevelopment and enhancement of the City's comm ercial environment and 1s a separate
and distinct corporation : and
WHEREAS, the City Council of the City of Englewood , Colorado . supported the Master
Plan proposed by the Englewood Environmental Foundation with the passage of Resolution
No . 90, Series 1998; and
WHEREAS , Englewood City Council adopted Resoluti on No . 100, Serie s of 1998 .
supporting the Development Agreement between Miller Weingarten Realty , LL C .. and the
Englewood Environmental Foundation for the Cinderella City Redevelopment ; and
WHEREAS , the Englewood City Council adopted Re solution No. 50. Series of 1999.
supporting the "First Amendment to Pre-Development Agreement" between Mill er
Weingarten and the Englewood Environmental Foundation for the Cinderella City
Redevelopment; and
WHEREAS , the Englewood City Council adopted Resolution ~o. 83, Series of 1999.
supporting the "The Master Development Agreement'· between Miller Weingarten Realty
and the Englewood Environmental Foundation ; and
WHEREAS , the Englewood City Council deems it appropriate to adopt tlus proposed
Resolution supporting a modification to the Master Development Agreement.
NOW , THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF
ENGLEWOOD , COLORADO , THAT:
Sectjon 1. The City Council of the City of Englewood, Colorado , hereby supports a
modification to the Master Development Agreement as set forth in "Exhibit A" the Miller
Weingarten "Proposal".
Sectjon 2. The City Council also recommends that EEF modify the Deal Sheet to reflect
an additional $350,000.00 of soft costs that shall not be reimbursed to Miller/Weingarten
bringing the total to $700,000 of soft costs that shall not be reimbursed due to this
extension.
Sectjon 3. The City Council also recommends that the "Proposal" be modified that if a
non-Borders direction is selected, at the commencement of that time , the ninety days set
forth in the "Proposal" shall be reduced to sixty days.
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Section 4. . The City Council also recommends that EEF modify the Deal Sheet to reflect
that Miller Weingarten ahall have no guarantee or right to Phase II due to the request for
this extension. Miller Weingarten will have the ability to bid or respond to proposals like
any other developer
Section 5. The City Council also recommends that EEF require a release from Miller
Weingarten, for all liability in the event that, at the end of the extension, the relationship is
terminated.
$ectjon 6. Thia resolution of support in no way waives or delegates the City's regulatory
powers, duties and reaponaibilities with respect to zorung and governmental issues.
AMENDED, ADOPTED AND APPROVED this 31st day of January, 2000.
Published as a Resolution on the 4th day of February, 2000.
ATTEST: Thomas J . Burns, 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 . ...S:., Series of 2000 .
Loucrishia A. Ellis
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AGENDA FOR THE
SPECIAL MEETING OF
THE ENGLEWOOD CITY COUNCIL
MONDAY, JANUARY 31, 2000
7:00 P.M.
Call to order. 7 :O~ fYYY'
Invocation . .:/; lUU'(I/.)
Pledge of Allegiance .t ~
Roll Call.
Regular Agenda.
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a Resolutions .
. i. Recommendation from the Englewood Environmental Foundation to adopt a
1 _., O ~-,I a resolution supporting the final agreement for sale of property from the
"' ; Englewood Environmental Fo~nd · mell Crow for CityCenter ll rJII • Englewood. STAFF SOURC . b Slmp Board Director, Englewood
l,jf Environmental Foundation. ·--
-{; ~;;-Recommendation from the Englewood Environmental Foundation to adopt a
resolution supporting a modification to the Ma~t Agreement
for CityCenter Englewood. STAFF SOURCE . ob Simpson, rd
Director, Englewood Environmental Found ~
• ' @A ~ Adjoumment. ::Et,I._A,Al.,O
PINN nole: If you haw. dlublllty and naad MIXlllary aids or Mt'VlcH, please notify Iha City of Englewood
(303-782-2405) at INat 48 hours In advance of when Mt'VlcH are naedad. Thank you .
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CALL OF SPECIAL MEETING
AND
NOTICE OF SPECIAL MEETING
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I, Thomas J . Bums, Mayor of the City of Englewood, Colorado, hereby call a Special Meeting of
the Englewood City Council at the Englewood City Hall Council Chambers to be held on
Monday, January 31, 2000, at 7 :00 p .m . to address the attached agenda .
Thomas J. Bums, Mayor
ACKNOWLEDGMENT OF RECEIPT OF NOTICE
The following persons, all Council Members of the City of Englewood, do hereby acknowledge
receipt of notice of the above special session .
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