ITEM 1 CALL TO ORDER ITEM 2 ROLL CALL ITEM 3 PUBLIC COMMENT

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1 AGENDA LAKEWOOD REINVESTMENT AUTHORITY SPECIAL MEETING LAKEWOOD CIVIC CENTER 480 SOUTH ALLISON PARKWAY LAKEWOOD, COLORADO OCTOBER 26, 2015 APPROXIMATELY 8:30 PM (Directly following the City Council Meeting) The Lakewood Reinvestment Authority does not discriminate on the basis of race, age, national origin, color, creed, religion, sex, sexual orientation or disability in the provision of services. People with disabilities needing reasonable accommodation to attend or participate in a City service program, can call or TDD Please give notice as far in advance as possible so we can accommodate your request. ITEM 1 CALL TO ORDER ITEM 2 ROLL CALL ITEM 3 PUBLIC COMMENT A Public Comment Roster is available immediately inside the Council Chambers. Anyone who would like to address the Authority on any matter other than an agenda item will be given the opportunity after signing the roster. Speakers should limit their comments to three minutes. CONSENT AGENDA ITEM 4 RESOLUTION LRA AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A PURCHASE AND SALE AGREEMENT WITH THE CITY OF LAKEWOOD REGARDING APPROXIMATELY 59 ACRES OF PROPERTY, TO ACCEPT DEEDS TO THE 59 ACRES, AND TO ENTER INTO AN AGREEMENT WITH THE CITY OF LAKEWOOD AND THE FEDERAL CENTER STATION NEIGHBORHOOD AUTHORITY REGARDING THE FEDERAL CENTER STATION NEIGHBORHOOD ITEM 5 GENERAL BUSINESS ITEM 6 ADJOURNMENT END OF CONSENT AGENDA

2 RESOLUTION: LRA REQUEST FOR LRA ACTION SUBJECT: Federal Center Station Neighborhood Authorizing Purchase and Sale Agreement with City, Accepting Deeds for 59 Acres, and Executing Three-Party Agreement with City and Federal Center Station Neighborhood Authority ADDRESS: A portion of the Federal Center, generally north of the bus transfer station to 6 th Avenue and west of and including Routt Street, and two adjacent parcels owned by the Regional Transportation District RECOMMENDATION: Approval SUMMARY AND BACKGROUND OF SUBJECT MATTER: The Lakewood Reinvestment Authority (LRA) was created by vote of the citizens of Lakewood to, among other things, encourage development and redevelopment of blighted areas. The Lakewood City Council has determined conditions of blight exist in the Federal Center Station Neighborhood area and intends redevelopment of the Neighborhood area. The neighborhood boundary includes three parcels and is illustrated on the attached aerial. The City Council has authorized establishing the Federal Center Station Neighborhood Authority (Neighborhood Authority) with the responsibility to apply relevant expertise, experience and long-term vision to guide creation of the neighborhood. The City Council has approved a purchase and sale agreement with the LRA by which 59 acres that will be acquired by the city will transfer to the LRA. The Neighborhood Authority will (among other responsibilities) solicit, negotiate and recommend land transactions to the LRA board. Proceeds of the LRA s transactions with third parties will be transferred to the city as compensation for its sale of the 59 acres to the LRA. Appropriate portions of the land will be transferred back to the city (e.g., street rights-ofways), at no cost to the city as the development configuration is defined. The LRA will interact with the city and with the Neighborhood Authority during planning and development of the Federal Center Station Neighborhood. An agreement among the three entities is recommended to ensure collaboration, encourage efficiency and clarify roles and responsibilities. This resolution authorizes the LRA executive director to execute the purchase and sale agreement with the city, accept the deeds to the 59 acres, and execute the three party agreement with the city and the Neighborhood Authority.

3 RFA LRA Page 2 RESOLUTION ADOPTION DATE: October 26, 2015 ORIGINATED BY: Department of Public Works STAFF PERSON RESPONSIBLE: Jay N. Hutchison, Director of Public Works DOCUMENTS ATTACHED: Resolution LRA Aerial image illustrating the neighborhood boundary Purchase and Sale Agreement Federal Center Station Neighborhood Agreement SUBMITTED AND APPROVED BY: Jay N. Hutchison, Director of Public Works Nanette Neelan, LRA Director REVIEWED AND APPROVED BY: Kathleen E. Hodgson, LRA Executive Director

4 LRA A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR TO ENTER INTO A PURCHASE AND SALE AGREEMENT WITH THE CITY OF LAKEWOOD REGARDING APPROXIMATELY 59 ACRES OF PROPERTY, TO ACCEPT DEEDS TO THE 59 ACRES, AND TO ENTER INTO AN AGREEMENT WITH THE CITY OF LAKEWOOD AND THE FEDERAL CENTER STATION NEIGHBORHOOD AUTHORITY REGARDING THE FEDERAL CENTER STATION NEIGHBORHOOD WHEREAS, the Federal Center Station Neighborhood (Neighborhood) is envisioned to become a mixed-use, transit-oriented, sustainable new type of Lakewood neighborhood; and WHEREAS, the United States of America acting through the General Services Administration (GSA) and the City of Lakewood (City) have negotiated an agreement to transfer 59 acres of land from the GSA that will become a major portion of the Neighborhood; and WHEREAS, the 59 acres of land is located north of the Regional Transportation District s (RTD) Federal Center Station bus transfer station, south of U.S. 6 and west of and including Routt Street; and WHEREAS, the City Council of the City has authorized creation of the Federal Center Station Neighborhood Authority (Neighborhood Authority) for the purpose of guiding creation of the Neighborhood; and WHEREAS, the Lakewood Reinvestment Authority (LRA) was created to, among other things, encourage development and redevelopment; and WHEREAS, the City and the LRA have negotiated a purchase and sale agreement by which the City will sell the 59 acres to the LRA and the LRA will buy the 59 acres from the City; and WHEREAS, an agreement among the City, the Neighborhood Authority and the LRA has been prepared to clarify the entities roles and provide for efficient collaboration. NOW, THEREFORE, BE IT RESOLVED by the Board of Commissioners of the Lakewood Reinvestment Authority that: SECTION 1. The LRA Executive Director is hereby authorized to execute and the Authority Clerk to attest an agreement, in form approved by the LRA General Counsel, to purchase the approximately 59 acres from the City.

5 LRA Page 2 SECTION 2. The LRA Executive Director is hereby authorized to execute and the Authority Clerk to attest an agreement, in form approved by the LRA General Counsel, with the Federal Center Station Neighborhood Authority and the City of Lakewood to clarify roles of the entities and to provide for efficient collaboration. SECTION 3. The LRA Executive Director is hereby authorized to accept, on behalf of the Lakewood Reinvestment Authority, deeds for approximately 59 acres of land in the northwest corner of the Federal Center. INTRODUCED, READ AND ADOPTED by a vote of for and against at a special meeting of the Board of Commissioners of the Lakewood Reinvestment Authority on October 26, 2015 at 8:30 p.m. at Lakewood Civic Center, 480 South Allison Parkway, Lakewood, Colorado. Bob Murphy, Chair ATTEST: Kathleen E. Hodgson, LRA Executive Director

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7 PURCHASE AND SALE AGREEMENT between City of Lakewood as Seller, and Lakewood Reinvestment Authority as Purchaser, 2015

8 PURCHASE AND SALE AGREEMENT THIS PURCHASE AND SALE AGREEMENT (this Agreement ) is made and entered into as of, 2015 (the Effective Date ), by and between the City of Lakewood, a home rule municipal corporation of the State of Colorado (the City ), and the Lakewood Reinvestment Authority, a body corporate duly organized and existing as an urban renewal authority under the laws of the State of Colorado ( LRA ). City and LRA are referred to together in this Agreement as the Parties. Recitals This Agreement is made with respect to the following facts: A. City is a party to an Exchange Agreement (the Exchange Agreement ) dated between City and the United States of America, acting by and through the Administrator of General Services ( Federal Government ) whereby City has agreed to construct or cause to be constructed a laboratory building at the Denver Federal Center in exchange for the conveyance from the Federal Government to the City of the real property that is legally described on Exhibit A attached hereto and made a part hereof (the Property ). B. City desires to sell the Property to LRA, and LRA desires to purchase the Property from City, on the terms and conditions hereinafter set forth. Agreement In consideration of the mutual promises and agreements set forth below, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Purchase and Sale. Subject to the terms and conditions set forth in this Agreement, City agrees to sell, assign and convey to LRA, and LRA agrees to purchase from City, the Property. The Parties acknowledge that the Property will be conveyed by two quitclaim deeds, one quitclaim deed conveying the portion of the Property that contains the capped landfill (the Landfill Property ), the other conveying the remainder of the Property (the Remaining Property ). 2. Consideration and Reporting 2.1 Consideration. As consideration for conveyance of the Property to LRA and to reimburse the City for its costs associated with the Property, including acquiring the Property from GSA, LRA agrees as follows: (1) to use commercially reasonable efforts to enter into transactions to transfer or lease the Property to third parties (a Transaction ), each such Transaction to be structured to achieve best value for the LRA; (2) upon receipt of proceeds from each such Transaction, to pay such proceeds, minus customary closing fees and costs, to the City. The Parties acknowledge that LRA s obligation to the City hereunder shall be fulfilled 1

9 when LRA has transferred all of the Property to third parties and has paid the proceeds from each such Transaction to the City. 2.2 Reporting. With every Transaction, LRA shall provide an accounting to the City that includes the consideration paid to LRA for the Transaction, the costs or fees associated with the Transaction, and the proceeds payable to the City for such Transaction. In addition, at such time as a Transaction has occurred, LRA shall provide to the City an annual report for the immediately preceding year that identifies each Transaction that occurred during the immediately preceding year, the proceeds paid to the City from each such Transaction, and the remaining amount of the Property that still needs to be transferred to third parties. 2.3 Survival. The requirements of this Section 2 shall survive Closing. 3. LRA s Investigations 3.1 Due Diligence Period. The LRA will have a period of sixty (60) days from the Effective Date to conduct environmental, geotechnical and other due diligence investigations on the Property (the Investigation Period ). The LRA acknowledges that the Exchange Agreement provides that on the Effective Date of the Exchange Agreement, the Federal Government and the City s contractor(s) will enter into a license agreement to permit the City to conduct environmental, geotechnical due diligence investigations on the Property. In order for the LRA to conduct its due diligence investigations, the City will provide the results of any of its due diligence investigations to LRA. 3.2 Title Commitments. The City shall obtain current title insurance commitments issued by Title Company for the Landfill Property and the Remaining Property, including copies of all recorded exceptions to title referred to therein (collectively, the Title Commitments ), and will provide copies of such Title Commitments to LRA. The City and LRA together will review the Title Commitments and will have the right to negotiate with Title Company in order to cause Title Company to modify the Title Commitments to reflect only those exceptions to title that are acceptable to the City and the LRA. 3.3 Title Objections. The LRA shall have the right to notify the City (the Title Objection Notice ) of any unacceptable title condition on or before the fifteenth (15 th ) day after the beginning of the Investigation Period in order that the City can provide a title objection notice to the Federal Government under the Exchange Agreement. LRA acknowledges that the Federal Government under the Exchange Agreement may, but is not obligated to cure the title objections contained in the Title Objection Notice; provided however, that at no expense to the Federal Government, the Federal Government is required to reasonably cooperate at the City s expense, with the City in its efforts to modify the Title Commitment(s), including, without limitation, executing any such documents or taking such other actions as may be requested by Title Company or the City, including agreeing to obtain (at City s expense) appropriate endorsements, to eliminate an unacceptable title exception. 3.4 Survey. The City has obtained a recent boundary survey of the Property and shall provide the same to LRA after the Effective Date. The City may, at the City s expense, obtain an ALTA/ACSM Boundary Survey of the Property or of each of the Landfill Property and 2

10 Remaining Property ( Survey ) to be certified to the Federal Government, the City, LRA and the Title Company. The City shall reasonably cooperate with the LRA in its efforts to correct any errors or the LRA s objections to the Survey, including, without limitation, executing any such documents or taking such other actions as may be requested by the LRA to eliminate or correct an unacceptable Survey condition. 3.5 Termination. The LRA may terminate this Agreement only during the Investigation Period and only if the City terminates the Exchange Agreement as a result of its due diligence investigations under the Exchange Agreement. 4. As Is Purchase; Subsequent Deeds and Leases 4.1 As Is. LRA acknowledges and agrees that it will acquire and accept the Property in its then-existing condition on an AS IS, WHERE IS, AND WITH ALL FAULTS basis, with no right of set-off or reduction in the Purchase Price. LRA acknowledges that the deeds to the Property will contain such provisions as may be required under the deeds from the Federal Government to the City for the Property as set forth in the Exchange Agreement. 4.2 Language in Subsequent Deeds and Leases. LRA shall use its best efforts to include in each deed conveying the Property or any portion thereof to a third party and in each lease of the Property or any portion thereof to a third party, the following language: The City of Lakewood and the Lakewood Reinvestment Authority shall have no liability to [Purchaser/Lessee] for or with respect to the presence of any Hazardous Substances, or petroleum products or their derivatives at, on or from the Exchange Property or any adjacent properties on the [Closing Date/Effective Date of the Lease]. [Purchaser/Lessee] accepts the risk of the presence of any such Hazardous Substances or petroleum products or their derivatives at, on, or from the Property as of the [Closing Date/Effective Date of the Lease]. [Purchaser/Lessee] waives and generally releases any claims or causes of action it may have against the City of Lakewood, the Lakewood Reinvestment Authority and their officers, employees, agents and representatives relating to any such Hazardous Substances or petroleum products or their derivatives. [Purchaser/Lessee] further agrees to indemnify, protect, defend, save and hold harmless the City of Lakewood and the Lakewood Reinvestment Authority and their officers, employees, agents and representatives from and against any demand asserted against the City of Lakewood or the LRA by the Federal Government for indemnification arising out of a claim against the Federal Government by [Purchaser/Lessee] related to any such Hazardous Substances or petroleum products or their derivatives on the Property. Hazardous Substances shall have the meaning assigned to such term in Section 101(14) of the Comprehensive Environmental Response Compensation and Liability Act, 42 U.S.C. 9601(14). The City Manager shall have authority to waive this requirement or approve modifications to the foregoing language based on the circumstances of any specific conveyance or lease. 5. Title. At Closing, City will cause Title Company to issue, or unconditionally commit to issue, to LRA its ALTA owner s policy of title insurance insuring in the amount of the Purchase Price that title to the Property is vested in LRA, subject only to the Permitted Exceptions (the Title Policy ). City and LRA will be solely responsible for satisfying any requirements that Title Company may impose specifically with respect to each of them, such as, 3

11 for example, requirements with respect to organizational status or authority to complete the transaction. 6. City s Representations and Warranties follows: 6.1 Representations and Warranties. City represents and warrants to LRA as Authority. City has full right and authority to enter into this Agreement and consummate the transaction contemplated hereby. All requisite corporate action has been taken by City in connection with the entering into of this Agreement and the instruments referenced herein and the consummation of the transaction contemplated hereby. Each of the persons signing this Agreement on behalf of City is authorized to do so Consents; Binding Obligations; Violations. All consents and approvals which may be required in order for City to enter into this Agreement or consummate the transaction contemplated hereby have been obtained. This Agreement and all documents required hereby to be executed by City are and will be valid, legally binding obligations of and enforceable against City in accordance with their terms. Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will be in violation of any judgment, order, permit, writ, injunction or decree of any court, commission, bureau or agency to which City is subject or by which City is bound, or constitute a breach or default under any agreement or other obligation to which City is a party or otherwise bound. 6.2 Effective Date; Survival. All of the foregoing representations and warranties made by City are made as of the Effective Date, will survive Closing for a period of 24 months and will not be deemed merged into any instrument of conveyance delivered at Closing. 7. LRA s Representations and Warranties follows: 7.1 Representations and Warranties. LRA represents and warrants to City as Authority. LRA is an urban renewal authority duly organized and existing and in good standing under the laws of the State of Colorado. LRA has full right and authority to enter into this Agreement and consummate the transaction contemplated hereby. All requisite action has been taken by LRA in connection with the entering into of this Agreement and the instruments referenced herein and the consummation of the transaction contemplated hereby. Each of the persons signing this Agreement on behalf of LRA is authorized to do so Consents; Binding Obligations; Violations. All consents and approvals which may be required in order for LRA to enter into this Agreement or consummate the transaction contemplated hereby have been obtained. This Agreement and all documents required hereby to be executed by LRA are and will be valid, legally binding obligations of and enforceable against LRA in accordance with their terms. Neither the execution of this Agreement nor the consummation of the transaction contemplated hereby will be in violation of any judgment, order, permit, writ, injunction or decree of any court, commission, bureau or 4

12 agency to which LRA is subject or by which LRA is bound, or constitute a breach or default under any agreement or other obligation to which LRA is a party or otherwise bound. 7.2 Effective Date; Survival. All of the foregoing representations and warranties made by LRA are made as of the Effective Date, will survive Closing for a period of 24 months and will not be deemed merged into any instrument of conveyance delivered at Closing. 8. Covenants of City. City hereby covenants with LRA as follows: 8.1 New Documents and Encumbrances Concerning the Property. Subsequent to the Effective Date, City shall not execute or commit to enter into any agreement, lease, easement or other document or encumbrance affecting the Property without the prior written consent of LRA, which consent shall not be unreasonably withheld or delayed. 8.2 Use of the Property and Damage. During the period between the Effective Date and the Closing, City shall make no material adverse change to the physical condition of the Property and cause no material waste to occur thereon. 9. Closing. LRA and City agree that the purchase of the Property will be consummated as follows: 9.1 Condition Precedent. It shall be a condition precedent to the City s obligations to convey the Property to the LRA that the City has received title to the Property from the Federal Government. City shall have the option to terminate this Agreement by notice to LRA if the City determines that it will not receive title to the Property from the Federal Government. 9.2 Closing Date. Closing will occur on the same date that the City receives conveyance of the Property from the Federal Government (the Closing Date ). Closing will occur at such location as determined by the City by notification to LRA. 9.3 Closing Documents. City and LRA will deliver or cause to be delivered to each other at Closing, as appropriate, the following items (all documents will be duly executed and acknowledged where required): Deeds. A quitclaim deed conveying the Landfill Property (the Landfill Property Quitclaim Deed ) and a quitclaim deed conveying the Remaining Property (the Remaining Property Quitclaim Deed ). The Landfill Property Quitclaim Deed and the Remaining Property Quitclaim Deed shall be referred to together herein as the Quitclaim Deeds. In lieu of the foregoing, pursuant to the Exchange Agreement, City shall have the right, at its election, to designate LRA to receive the Quitclaim Deeds for the Property directly from the Federal Government Title Policy. The Title Policy or an unconditional commitment by Title Company to issue the Title Policy promptly after Closing. 5

13 9.3.3 Settlement Sheets and Funds. Settlement statements reflecting the Purchase Price and all adjustments and prorations to be made thereto pursuant to this Agreement including, without limitation, the prorations described in Section 10 below together with any amounts, in immediately available funds, required to be paid by either party thereunder. 9.4 Further Documents. City and LRA will execute and deliver such other documents and will take such other action at Closing as may be necessary or appropriate to carry out their respective obligations under this Agreement, without further representations or warranties other than those contained herein. 9.5 Additional Deliveries. On the Closing Date, City will turn over to LRA the originals of any written permits and other documentation that is part of the Property. 10. Adjustments and Prorations. The following adjustments will be made at Closing and reflected, where appropriate, on the settlement sheets described in Section above: 10.1 Closing Costs. The City will pay all costs associated with Closing Survival. The City s obligations under this Section 10, to the extent not fully discharged by or through Closing, will survive Closing and remain fully enforceable thereafter. 11. Remedies. In the event that either Party fails to perform any of the material covenants or agreements contained herein which are to be performed by such Party, each Party, as its exclusive remedy may seek specific performance from the other Party. 12. General Provisions. The Parties further agree as follows: 12.1 Time and Dates. Time is of the essence of this Agreement and City s and LRA s obligations hereunder. For purposes of determining dates under this Agreement (a) a day that is a specified number of days after a given date will be the day that occurs the specified number of days after (but not including) the given date (so that, e.g., the day that is 10 days after January 1 will be January 11); and (b) a day that is a specified number of months after a given date will be the day that occurs on the same day of the calendar month as the given date the specified number of months later (so that, e.g., the day that is four months after January 15 will be May 15). If any date set forth in this Agreement for the delivery of any document or the happening of any event (such as, for example, the expiration of the Inspection Period or the Closing Date) should, under the terms hereof, fall on a weekend or holiday, then such date will be automatically extended to the next succeeding weekday that is not a holiday Entire Agreement. No change or modification of this Agreement will be valid unless the same is in writing and signed by the Parties hereto. This Agreement contains the entire agreement between the Parties relating to the purchase and sale of the Property. All prior negotiations between the Parties are merged in this Agreement and there are no promises, agreements, conditions, undertakings, warranties or representations, oral or written, express or implied, between the Parties other than as set forth herein. 6

14 12.3 Governing Law. This Agreement will be construed and enforced in accordance with the laws of the State of Colorado Notices. All notices, demands or other communications required or permitted to be given hereunder will be in writing and any and all such items will be deemed to have been duly delivered upon personal delivery; or as of date of receipt after mailing by United States mail, certified, return receipt requested, postage prepaid, addressed as follows; or as of 12:00 Noon on the immediately following business day after deposit with Federal Express or a similar overnight courier service that provides evidence of receipt, addressed as follows; or upon actual receipt if transmitted by telecopier or electronic mail to the telecopy number or electronic mail address set forth below: If to City, to: City Manager City of Lakewood 480 S. Allison Parkway Lakewood, CO With a copy to: City Attorney City of Lakewood 480 S. Allison Parkway Lakewood, CO If to LRA, to: Lakewood Reinvestment Authority 480 South Allison Parkway Lakewood, CO Attention: Executive Director or to such other address of which, or such other person of whom, any party notifies the other for such purpose in accordance with this Section No Recording. This Agreement will not be recorded by either party Headings. The headings which appear in some of the Sections of this Agreement are for purposes of convenience and reference and are not in any sense to be construed as modifying the Sections in which they appear Counterparts. This Agreement may be executed in counterparts, each of which (or any combination of which) when signed by all of the Parties will be deemed an original, but all of which when taken together will constitute one agreement Assignment. This Agreement cannot be assigned in whole or in part by City or LRA without the prior written consent of the other Party. 7

15 12.9 Successors and Assigns. This Agreement will be binding upon and inure to the benefit of the Parties hereto and their respective heirs, personal representatives, successors and assigns. [Remainder of Page Left Intentionally Blank] 8

16 Date. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective CITY: CITY OF LAKEWOOD ATTEST: Margy Greer, City Clerk Kathleen E. Hodgson, City Manager Approved as to form: Timothy P. Cox, City Attorney Recommended for Approval: Jay N. Hutchison, Director Department of Public Works Approved as to funding: Larry Dorr, Finance Director 9

17 LAKEWOOD REINVESTMENT AUTHORITY Executive Director ATTEST: Clerk Approved as to form: Authority Counsel 10

18 Exhibit A LEGAL DESCRIPTION OF THE PROPERTY A parcel of land located in the West One-Half (W 1/2) of Section 9 and in the East One-Half (E 1/2) of the East One-Half (E 1/2) of the Northeast Quarter (NE 1/4) of Section 8, Township 4 South, Range 69 West of the Sixth Principal Meridian, City of Lakewood, County of Jefferson, State of Colorado, being more particularly described as follows: Commencing at the Northeast corner of said Section 8, from which the North One Quarter Corner of said Section 8 bears S 89 46'09" W, a distance of feet; thence S 00 05'28" E, along the East line of said Section 8, a distance of feet to the South Right of Way of West 6th Avenue and the POINT OF BEGINNING; Thence along said South Right of Way the following 3 (three) courses: 1. Thence N 89 46'09" E, a distance of feet; 2. Thence N 81 10'59" E, a distance of feet; 3. Thence N 89 14'41" E, a distance of feet to a point of curvature non-tangent with this course; 4. Thence along the arc of a curve to the right, having a radius of 390 feet, a central angle of 58 20'02", an arc length of feet, (a chord bearing S 31 29'36" W, feet); 5. Thence S 60 39'37" W, a distance of feet to a point of curvature; 6. Thence along the arc of a curve to the left, having a radius of feet, a central angle of 58 49'57", an arc length of feet, (a chord which bears S 31 14'39" W, feet); 7. Thence S 01 49'41 W, a distance of feet to a point of curvature; 8. Thence along the arc of a curve to the right, having a radius of feet, a central angle of 29 53'01", an arc length of feet (a chord which bears S 16 48'15" W, feet); 9. Thence S 31 44'46" W, a distance of feet to a point of curvature; 10. Thence along the arc of a curve to the left, having a radius of feet, a central angle of 22 20'37", an arc length of feet (a chord which bears S 20 34'27" W, feet); 11. Thence S 09 24'08" W, a distance of feet to a point of curvature; 12. Thence along the arc of a curve to the left, having a radius of feet, a central angle of 09 22'40", an arc length of feet (a chord which bears S 04 39'34" W, feet); 13. Thence S 00 01'46" E, a distance of feet to the intersection with the Easterly extension of the North line of Tract A as shown on the plat of Denver Federal Center Subdivision Filing No. 1, as recorded at Reception No in the Office of the Jefferson County Clerk and Recorder; 14. Thence S 88 48'27" W, along said extension and along said North line, a distance of feet to the Southeast corner of Lot 1, Block 1, of said Denver Federal Center Subdivision Filing No. 1; 15. Thence N 00 01'37" W, along the East line of said Lot 1, a distance of feet to the Northeast corner of said Lot 1; 16. Thence S 89 58'23"W, along the North line of said Lot 1, a distance of feet to the Northwest corner of said Lot 1, said point also being on the West line of the East One-Half (E 1/2) of the East One- Half (E 1/2) of the Northeast Quarter (NE 1/4) of said Section 8; 17. Thence N 00 00'21" W, along said West line, a distance of feet to said South Right of Way of West 6th Avenue; Thence along said South Right of Way the following 3 (three) courses: 18. Thence S 72 53'30" E, a distance of feet; 19. Thence N 68 55'48" E, a distance of feet; 20. Thence N 89 46'09" E, a distance of feet, more or less, to the POINT OF BEGINNING. Basis of Bearings: 11

19 Bearings are based on the North line of the North East Quarter of Section 8, Township 4 South, Range 69 West of the Sixth Principal Meridian as being N 89 46'09" E a distance of feet. The North Quarter Corner of Section 8 being a 3¼" Brass Cap in a Range Box Stamped Contra LTD, ¼ Corner LS 5447 and the Northeast Section Corner being a 2½" Brass Cap in Range Box 1.8 feet below surface stamped appropriately. Legal Description prepared by: Ronald E. Ilk, PLS For and on behalf of URS Corporation URS Center, 8181 East Tufts Avenue Denver, CO For informational purposes only: APN:

20 10/12/15 FEDERAL CENTER STATION NEIGHBORHOOD AGREEMENT This FEDERAL CENTER STATION NEIGHBORHOOD AGREEMENT (this Agreement ) is made and entered into as of, 2015 ( Effective Date ) by and among the City of Lakewood, a Colorado home rule municipality ( City ), the Lakewood Reinvestment Authority, a Colorado urban renewal authority ( LRA ), and the Federal Center Station Neighborhood Authority, a Colorado nonprofit corporation ( FCSNA ). City, LRA and FCSNA are referred to collectively herein as the Parties, and individually as a Party. Recitals This Agreement is made with respect to the following facts: A. City is a Colorado home rule municipality with all the powers and authority granted pursuant to Article XX of the Colorado Constitution and the Charter of the City ( Charter ). B. LRA is a body corporate duly created, organized, established and authorized to transact business and exercise its powers as an urban renewal authority within the City, all under and pursuant to the Colorado Urban Renewal Law, Section , et seq., Colorado Revised Statutes ("Act"). C. FCSNA is a nonprofit corporation duly created, organized, established and with all the powers and authority granted pursuant to the laws of the State of Colorado and its articles of incorporation ( Articles ). D. City has entered into an agreement (the Exchange Agreement ) with the United States of America, acting by and through the Administrator of General Services ( Federal Government ) whereby City will construct a new building for the Federal Government ( Federal Building ) at the Denver Federal Center in exchange for the Federal Government s conveyance to the City of approximately 59 acres of real property located in Lakewood, Colorado generally bounded by the Union Boulevard corridor on the west, 6 th Avenue on the north, Routt Street and the boundary of the Federal Center on the east and the Federal Center light rail station on the south ( Property ). Pursuant to a Purchase and Sale Agreement between the City and LRA, the City will convey the Property to LRA upon receipt of the Property from the Federal Government. E. The Parties intend that the Property will be redeveloped into a mixed use transit oriented development, eliminating blight conditions and showcasing smart and sustainable community development ( Project ). F. City determined that the Project and its characteristics require development expertise applied to the Project with a comprehensive and long-term perspective, and created FCSNA to provide an independent, experienced entity with the limited purpose of planning and overseeing implementation of the Project in the best interests of the City and LRA. 1

21 10/12/15 G. The Parties have decided on a cooperative approach and wish to collaborate on the development of the Property to create an efficient process whereby FCSNA will provide its expertise in the planning, negotiation and implementation stages of development, and will prepare various recommendations to the City and LRA for ultimate approval. FCSNA s responsibilities are intended to integrate with and supplement the existing activities, structures and processes of the City and LRA. H. This Agreement is executed under the authority set forth in the Act, Article XIV, Section 18 of the Colorado Constitution, the Charter and the Articles. I. The Parties now desire to enter into this Agreement to set forth their expectations regarding the responsibilities of the Parties with respect to the development of the Project. Agreement NOW THEREFORE, for valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: I. Definitions. The terms defined in the recitals of this Agreement shall have the meanings set forth therein wherever used in this Agreement. In addition, for the purposes of this Agreement, the following terms shall have the meanings set forth below. Blight Finding shall have the meaning set forth in Section VI.A.1 of this Agreement. City Manager means the city manager of the City of Lakewood, as may change from time to time. City Council means the city council of the City of Lakewood. Colorado Governmental Immunity Act means Section , et seq., Colorado Revised Statutes. Conceptual Development Plan shall have the meaning set forth in Section V.A of this Agreement. Design Standards and Guidelines shall have the meaning set forth in Section V.F of this Agreement. FCSNA Executive Director shall have the meaning set forth in Section II.B of this Agreement. Finance Plan shall have the meaning set forth in Section V.C of this Agreement. Infrastructure Master Plan shall have the meaning set forth in Section V.B of this Agreement. 2

22 10/12/15 Lakewood Comprehensive Plan means the comprehensive plan adopted by the Lakewood Planning Commission on March 18, 2015 and approved by City Council on April 27, 2015, and any subsequent amendments. Marketing Plan shall have the meaning set forth in Section V.E of this Agreement. O&M Plan shall have the meaning set forth in Section VII of this Agreement. Planning Commission means the quasi-judicial body consisting of seven members appointed by the City Council to serve four-year terms. Planning Director means the planning director of the City of Lakewood, as may change from time to time. Property Taxes means the real and personal property taxes produced by the levy at the rate fixed each year by the governing bodies of the various taxing jurisdictions within or overlapping the Property. Proposed Finance Plan shall have the meaning set forth in Section V.C of this Agreement. Proposed Urban Renewal Plan shall have the meaning set forth in Section VI.A.1 of this Agreement. Purchase and Sale Agreement shall have the meaning set forth in Section VI.B of this Agreement. Site Requirements shall have the meaning set forth in Section V.D of this Agreement. Special Districts means any districts created pursuant to Title 31 or Title 32, Colorado Revised Statutes, and which are authorized to levy a portion of the Property Taxes. "Urban Renewal Plan" shall have the meaning set forth in Section VI.A.1 of this Agreement. II. Collaboration A. Project Management and Coordination. The Parties desire to manage the Project so that the scope and schedule is achieved with a quality work product and in a timely fashion. The Parties intend to establish regular interaction, consultation and collaboration on the Project at appropriate intervals. From initial design review, through Urban Renewal Plan and Purchase and Sale Agreement approvals, to finalization of the O&M Plan, the Parties commit to establishing an efficient and collaborative protocol of review and comment for the Project. Such protocol will be designed so that staff activity will occur concurrently rather than separately and serially, recognizing that time is of the essence in implementing the Project. 3

23 10/12/15 B. Responsibility for Collaboration. The City Manager, the FCSNA Executive Director and the LRA executive director each shall be responsible for directing their staffs in a manner that achieves the collaboration goals set forth in Section II (A) above. C. Cooperation on Design and Implementation. As part of their collaborative efforts, the Parties shall provide on reasonable terms at no additional cost all (i) appropriate access and license agreements, (ii) copies of all final plans, reports, studies, and investigations and (iii) any additional documentation reasonably requested by any Party. III. FCSNA Funding, Budget and Staffing A. FCSNA Funding and Budget. The Parties acknowledge that City has provided funding for the initial activities of FCSNA. For future funding, FCSNA shall develop and propose a budget as needed and submit such budget to the City for its review and ultimately for incorporation into the City Manager s budget proposal for City Council approval. B. FCSNA Staffing and Offices. The Parties acknowledge that FCSNA will be staffed primarily by City employees and that the FCSNA offices will be located in City offices. The FCSNA Executive Director shall be considered an employee of the City and will be eligible to participate in benefits afforded to regular full time employees of the City. The City hereby delegates to FCSNA the power to select the FCSNA Executive Director, determine and manage the activities of the FSCNA Executive Director and determine the FCSNA Executive Director s term of employment, including termination as necessary. IV. Property Management and Access A. Management. Although LRA will be the fee owner of the Property once it is transferred from the Federal Government to the City and the City to LRA, at all stages of development of the Project until such time as property is transferred to a third party pursuant to a Purchase and Sale Agreement, FCSNA shall be responsible for managing and maintaining the Property. B. Access. LRA hereby grants FCSNA and its employees and consultants the right to enter the Property for all purposes necessary to investigate, manage, maintain and develop the Property. Upon request from FCSNA, LRA shall provide to potential purchasers such access and license agreements as may be necessary for investigating and planning for development of the Property or any part thereof. V. Pre-Development Activities: Project Planning and Marketing. The Parties acknowledge that planning and development of the Project must be informed by a series of planning efforts to be undertaken by FCSNA in consultation with the City as described in this Section V. FSCNA may, at its cost, retain and consult with land use planners, marketing consultants, environmental consultants, financial consultants, real estate brokers and other consultants as determined by FSCNA. 4

24 10/12/15 A. Conceptual Development Plan. The Parties acknowledge their mutual intent to establish a plan that addresses the desired land uses for the Project, the timing and phasing for implementation of the development, the transportation impacts of the Project, and the selection criteria for development opportunities on the Property (the Conceptual Development Plan ). FCSNA shall be responsible for preparing the Conceptual Development Plan in consultation with the City. Upon completion of a draft Conceptual Development Plan, FCSNA shall deliver such draft to the Planning Director for final approval. Once approved, FCSNA shall update the Conceptual Development Plan on a periodic basis as determined necessary by FCSNA, with approval of the Planning Director. B. Infrastructure Master Plan. Concurrently with the Conceptual Development Plan, FCSNA shall develop plans for infrastructure, environmental management, energy and parking ( Infrastructure Master Plan ), which shall be recommended to the Planning Director for final approval. C. Finance Plan. FCSNA shall prepare and recommend to City and LRA a financial plan to facilitate the Project s initial development and long-term operation, maintenance and programming and to reimburse City for its costs of acquiring the Property and funding the FCSNA ( Proposed Finance Plan ). City and LRA shall determine, in their sole and exclusive discretion following consultation and recommendation by FCSNA of the Proposed Finance Plan, the appropriate private and public finance vehicles and the amount of public finance resources to be committed to the Project ( Finance Plan ). As part of the Proposed Finance Plan, FCSNA shall evaluate and recommend to City whether and when any Special District should be formed. The Parties agree to cooperate in the creation of any Special District or other taxing entities necessary to effectuate the Finance Plan. D. Site Requirements. FCSNA shall develop site requirements for urban design, connectivity, sustainability, mixed-income housing and open space ( Site Requirements ), which shall be recommended to the Planning Director for final approval. The Parties anticipate that the Site Requirements may be implemented through contracts with Project developers or through City regulations or by being recorded against the Property, as may be determined by FCNSA in consultation with the Planning Director. E. Marketing Plan. The Parties acknowledge their mutual intent to establish a plan for marketing the Project and its unique features for future development opportunities ( Marketing Plan ). FCSNA shall be responsible for the preparing and implementing the Marketing Plan, in consultation with the City and LRA. F. Design Standards and Guidelines. The Parties acknowledge that achieving a high quality mixed use Project will require the imposition and enforcement of carefully crafted design guidelines suitable for mixed use transit oriented development in a blighted area ( Design Standards and Guidelines ) to be recorded against the Property. FCSNA shall prepare and recommend the Design Standards and Guidelines, with input and final approval from the Planning Director. 5

25 10/12/15 G. Zoning, Site Planning. The Parties acknowledge that it may be necessary for all or part of the Property to be rezoned in order to accommodate desired development on the Property. Prior to submitting any application to City Council to rezone the Property, FCSNA shall notify LRA and City and shall provide each an opportunity to review and comment on the proposed rezoning. City shall work with City Council to rezone the Property as needed. H. Updates and Community Information. FCSNA shall (a) provide an update to the LRA Board of Commissioners and City Council no less frequently than annually regarding the status of the items described in Sections V(A) through (G) above; (b) provide additional updates to the community as progress occurs on such items; and (c) respond to questions about the Project from the LRA Board of Commissioners, City Council and the public. This obligation should begin immediately and continue through the development phase of the Project. VI. Development Activities: Urban Renewal and Purchase and Sale Agreements A. Urban Renewal Obligations 1. Urban Renewal Plan. The Parties acknowledge that City Council has or anticipate that City Council will find that the Property is a blighted area, as defined by Section (2), Colorado Revised Statutes, and that the Property is eligible to become an urban renewal area (a Blight Finding ). Upon City Council s issuance of a Blight Finding, FCSNA shall prepare an urban renewal plan and recommend it to the City ( Proposed Urban Renewal Plan ). The City shall review the Proposed Urban Renewal Plan and make its recommendations to the Planning Commission for consistency review with the Lakewood Comprehensive Plan. Upon completion of the Planning Commission s review, and upon the forwarding of the Planning Commission s recommendation to City Council, the Proposed Urban Renewal Plan shall be scheduled for a public hearing and considered by City Council for its final approval (once approved by City Council, the Urban Renewal Plan ). It is anticipated that tax increment funding, as provided for the in the statute, will be considered as a possible financing tool for this redevelopment project. 2. Urban Renewal Projects. FCSNA shall identify and recommend potential urban renewal projects to LRA. LRA shall review each recommended urban renewal project for consistency with the Urban Renewal Plan and shall approve or reject the proposed urban renewal project.. 3. Consistency with the Act. Notwithstanding anything in Section VI.A.1 and Section VI.A.2 above, the approval of an Urban Renewal Plan and any proposed urban renewal projects shall be consistent with the requirements of the Act. B. Purchase and Sale Agreements 1. Negotiation and Recommendation. FCSNA shall solicit, negotiate and recommend contracts with potential developers to acquire and develop all or any portion of the Project consistent with the Conceptual Land Use Plan and other planning documents (each, a Purchase and Sale Agreement ). The Parties agree that all types of land transactions (e.g. fee 6

26 10/12/15 sales, land leases, etc.) are appropriate in a Purchase and Sale Agreement. In FCSNA s negotiation for the sale or lease of real property, FCSNA shall have the flexibility that LRA has statutorily to structure the transaction, as LRA will be the seller or lessee, and will have to approve any such transaction. 2. LRA Consideration. Upon completion of a negotiated draft of a Purchase and Sale Agreement, FCSNA shall deliver the recommended Purchase and Sale Agreement to LRA. The LRA Board of Commissioners shall use best efforts to approve or reject the proposed Purchase and Sale Agreement within fourteen (14) days after receipt from the FCSNA. Should a Purchase and Sale Agreement be approved by the LRA Board of Commissioners, LRA shall execute the Purchase and Sale Agreement and FCNSA shall take such steps as are necessary under the Purchase and Sale Agreement to proceed toward closing of the Purchase and Sale Agreement. At such time as closing is to occur under the Purchase and Sale Agreement, FCSNA shall provide a conveyance deed and other necessary closing documents to LRA for execution, and LRA shall execute and provide such documents to FCSNA within five (5) days after request, in order that the FCSNA is able to close the transaction on a timely basis. All funds generated from the successful closing, of a Purchase and Sale, excluding customary closing costs, shall be provided to the City. VII. O&M Plan and Management of Property. FCSNA shall develop and recommend to City a governance, operation, maintenance and programming approach for all public-related facilities ( O&M Plan ). Upon recommendation of an O&M Plan by FCSNA, City shall review and either reject the proposal or recommend it to City Council for its final approval.. VIII. Miscellaneous Provisions A. Governing Law. The laws of the State of Colorado shall govern the interpretation and enforcement of this Agreement. This Agreement shall be subject to the limitations, if any, that are applicable under the Charter or ordinances of the City. B. Notices. All notices provided for herein shall be in writing and shall be personally delivered or mailed by registered mail or certified United States mail, postage prepaid, return receipt requested, to the Parties at the addresses given below or at such other address that may be specified by written notice to the other Party: If to City, to: City Manager City of Lakewood 480 S. Allison Parkway Lakewood, CO