ip agreement july 1, 2018 - denver

City & County of Denver 2019051426 4 of 32

AGREEMENT FOR IMMEDIATE POSSESSION

DATE FILED: April 25, 2019 3:40 PM FILING ID: 9621537BD088F

THIS AGREEMENT FOR IMMEDIATE POSSESSIQII~~~it«Mllaud . entered into as of the Effective Date (as hereinafter defmed) between the City and County of·

Denver, a municipal corporation of the State of Colorado (the "Oty'9), and the George W. Clayton Trust ("Clayton" and referred to herein, together with the City, collectively as the "Partla" and individually as a "Party").

RECITALS

1. Clayton owns and/or controls a parcel of real property containing approximately 1S5 acres of land with a st~ address of 4141 East 35• Avenue, Denver, Colorado, commonly known and operated as the Park Hill Golf Course, as more particularly described in Exhibit A attached hereto (the "Property").

2. Pursuant to Ordinance Number 2017-1396, published on January S, 2018 (the ''Orcllaance0

), the City bas been authorized to and is proceeding with the acquisition of certain property interests associated with its stonn water detention and flood control project commonly known as the Platte to Park Hill Storm Draina1e Project (the ''Project") by voluntary acquisition or by exercise of its power ofeminent domain.

3. In connection with the Project and punuant to the Ordinance, the City has determined that it will be necessary for the City to acquire lhe following rights and interests in, to, on, under, about and through the Property for storm water management purposes and construction related thereto (collectively, the "Property Interests"):

a. A Permanent Easement in that portion of the Property described and depicted in Exhibit B attached hereto the "PE") on the terms and conditions set forth therein; and

b. A Temporary Construction Easement in that portion of the Property described and depicted in Exlu'bit C attached hereto (the 'TCE") on the tenns and conditions set forth therein.

4. Under the authority provided by the Ordinance, the City and Clayton are currendy negotiating with reg~ to the compensation to be provided by the City for the Property Interests.

S. The Parties have not yet reached an aareement on the compensation, but as a partial settlement of legal issues relating to the acquisition of the Property Interests by the City, the Parties now wish to stipulate and provide for the immediate possession of the Property Interests by the City on the date specified in this Agreement and on the other teams and conditions set forth herein.

I H7S0Hfi.2

EXHIBIT A


NOW, THEREFORE, the City and Clayton agree as follows:

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Clayton acknowledges and agrees that the Project constitutes a valid public use and purpose and that the acquisition and use of the Property Interests by the City is necessary and to advance and accommodate such public use and purpose.

2. Detenplpatiop ofJut compepytlop.

By entering into this Agreement, neither Party shall be deemed to have waived any risht to raise any issue, position or argument pertaining to the amount of compensation payable with regard to the Property Interests to be acquired by the City under this Agreement Unless and until the Parties enter into a sepante binding agreement for such compensation, the City may elect at any time to file a Petition in Condemnation (a "Petition") in the District Court, in and for the City and County of Denver, State of Colondo (the "Deaver Venue"), for the sole purpose ofdetennining the compensation payable to Clayton for the Property Interests. Clayton consents to the jurisdiction of the Denver Venue with regard to the filing ofany Petition by the City. If a Petition is filed in the Denver Venue, the Parties agree that (I) the only issue to be detennincd shall be the amount of compensation owed to Clayton as a result of the taking of Property Interests, and (2) this Agreement may be presented to the court in such action as a joint motion for an order for immediate possession of the Property Interests on the tenns and conditions set forth herein.

3. • Possession and Use.

Clayton gnnts to the City the right to possess, occupy, access, and use the Property Interests as of January 1, 2019, (the "Possession Date"), on and subject _to the terms and conditions set forth in the PE and TCE.

4. Date of Value.

The date of value for the determination of the compensation payable by the City for the Property Interests shall be the Possession Date.

5. Deposit.

Not less than thirty (30) days prior to the Possession Date, or within sixty (60) days after the filing ofa Petition by the City, the City shall deposit the sum ofSl,008,000.00 into the Registry ofthe Court (the "Deposit"); provided that, if the Deposit is to be made prior to the filing of a Petition, the Deposit shalt be delivered to Land Tide Guarantee Company (or another tide insurance company, bank or financial institution selected by the City and approved by Clayton) (the "Ela-ow Agent") to be held by the Escrow Agent pursuant to written instructions approved by the City and Clayton. The Parties shall instruct the Escrow Agent to deliver the Deposit into the Registry of the Court within sixty (60) days after the filing ofa Petition. In that

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EXHIBIT A

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case1 the City consents to Clayton withdrawing from the Registry I00'/4 of the Deposit as provided in, and punuant to the tenns of1 C.R.S. § 38-1-105(6)(b). ·

6. Fbaal Settlement.

If the final agreement, settlement, award1 or verdict of compensation for the Property Interests is greater than the Deposit, then (i) the Deposit shall be paid to Clayton as partial payment of the amount owed for the Property Interests, and (ii) the City shall be responsible for the payment of the balance of the total amount determined to be payable. If the final agreement, settlement, award, or verdict ofcompensation for the Property Interests is less than the Deposit, then (i) the final amount determined to be payable shall be paid to Clayton from the Deposit, and (ii) the balance of the Deposit shall be returned to the City.

1. Authority.

The City represents to Clayton that the City bas obtained any and all consents and approvals necessary to execute this Agreement and perfonn the actions set forth herein. Clayton represents to the City that Clayton has obtained any and all consents and approvals necessary to execute this Agreement and perfonn the actions set forth in this Agreement, including, without limitation, any orders or approvals required from the Denver Probate Court and/or the Colorado Attorney Oeneral's office.

The City acknowledges that Clayton has advised the City that Arcis Golf ("Arcl1") is the current Lessee of the Property under the Lease dated December 23, 1988, between Clayton Early Leaming (fl1t/a the Clayton Foundation), as Trustee of the George W. Clayton Tnast, a Colorado Trust. and Arcis (as successor-in-interest to American Oolf Corporation, a California corporation), as amended by that certain First Amendment to Lease dated as of April 30, 2004 (together with the Original Lease, the "Lease"). Clayton•s covenants and agreements h;erein do not bind Arcis with respect to its interests under the Lease.

9. No Walyer of Rights Under AUUY Aveemept.

Notwithstanding anything in this Agreement to the contrary, neither Clayton nor the City intends to and docs not, by this Agreement, waive its respective rights under the Agency Agreement between the Clayton and the City, dated October 13, 2000; and recorded on December 121 2000, at Reception No: 2000175267. Denver County Clerk and Reconler (the "Agency Aareement11

) 1 including, without limitation, Clayton's right under Paragraph 7(a) and 7(b) of Bxbibit I to the Agency Agreement, if applicable, to tenninate the Conservation Easement under the terms of said paragraphs; provided that, Clayton agrees that it will temporarily forebeu ftom exercising its right to terminate the Agency Agreement under Section 2 of the Agency Agreement for a period of time commencing on the Effective Date and ending on the earlier of (i) the date on which the City files a Petition in Condemnation with respect to the Property, or (ii) July 31, 2018. The City agrees that the temporary forebearance by Clayton will not in any way jeopardim, prejudice or otherwise impact any subsequent exercise by Clayton ofany of its rights under or relating to the Agency Agreement.

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EXHIBIT A


10. Payments Under the Ards Lease.

The Parties acknowledge that (i) the exercise of the TCE by the City may impact operations on the Property and that, as part of Clayton's claim for just compensation owed to Clayton, Clayton may assert a claim for loss of timely lease payments under the Lease for so long as the City is occupying the TCE, and (ii) nothing contained in this Agreement shall be deemed to be a waiver or release ofsuch a claim by Clayton or a waiver or release by the City to assert a contrary position in the context of determining just compensation pursuant to the tenns ofSc;ction 2 above.

I1. Notices. Any notice or demand made under this Agreement by either Party to the other Party shall be in writing and shall be deemed sufficiently given if delivered in person, by prepaid overnight express mail, or national overnight courier service, or if fo1Warded by registered or certified mail, postage prepaid, return receipt requested, and addressed as follows:

Ifto the City:

Department of Finance Attn: Director, Division of Finance 201 West Colfax Avenue Denver, Colorado 80202

With a copy to:

Office of the City Attorney Attn: Director, Municipal Operations 201 West Colfax Avenue, Dept. 1207 Denver, Colorado 80202

Ifto Clayton: Charlotte M. Brantley President & Chief Executive Officer Clayton Early Leaming 3801 Martin Luther King Blvd. Denver, CO 80205 cbrantley@claytonearlyleaming,org

With a copy to: Bn&ce A. James Brownstein Hyatt Farber Schreck, LLP 41 0 11" Street, Suite 2200 Denver, CO 80202 biames@hhfs com

or to such other address with respect to either Party as such Party may from time to time designate in writing and forward to the other Party as provided in this $ection 11. Notices shall be deemed given upon such personal, courier, or express mail delivery, or on the third business clay following deposit in the U.S. Mail as provided herein.

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EXHIBIT A


12. Goye,glpg Le apd Yenue.

Bach and every term, provision, or condition of this Agreement is subject to and shall be construed in accordance with the provisions ofColorado law, the Charter of the City and County of Denver, and the applicable ordinances, regulations, executive orders, or fiscal rules, enacted or promulaated pursuant thereto. The Charter and Revised Municipal Code of the City and County- of Denver, as the same may be amended from time to time, are expressly incorporated into this Agreement as if fully set out herein by this reference. Venue for any legal action relating to this Agreement shall lie in the District Court in and for the City and County of Denver, Colorado.

13. GmrumeataJ Immunity Act.

The Parties agree that the City is relying upon and has not waived the monetary limitations and all other riahts, immunities and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, mgg., as it may be amended from time to time.

14. Entire A1reemgt.

This Agreement constitutes the entire agreement between the City and Clayton as to the subject matter hereof, and it replaces all prior written or oral agreements and understandings. It may be altered, amended, or repealed only by a duly executed written instnament.

IS. No Tblnl-Party Btneftclaries.

Enforcement of the terms and conditions of this Agreement, and all rights of action relating to such enforcement shall be strictly reserved to the City and Clayton; nothing contained in this Agreement shall give or allow any such claim or right of action by any other

.person or third party.

1,. Appropriations.

The obligations of the City under this Agreement or any renewal shall extend only to monies appropriated annually by the Denver City Council, paid into the Treasury of the City, and encumbered for the purpose of the Agreement, for the purposes of this Agreement. The Parties acknowledge that (i) they do not by this Agreement irrevocably pledge present cash reserves for payments in future fiscal years, and (ii) this Agreement is not intended to create a multiple-fiscal year direct or indirect debt or fmancial obligation of the Parties, beyond the scope of this Aareement.

11. Eff,stlye Pele-

As used in this Agreement, the tenn "Effective Date" shall mean and refer to the date set out on the City's signature page ofthis Agreement.

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EXHIBIT A


18. llfstroplc SlpnAhfres and Electronle Records.

Clayton consents to the use ofelectronic signatures by the City. This Agreement, and any other documents requiring a signature hereunder, may be signed electronically by the City in the minner specified by the City. The Parties agree not to deny the legal effect or enforceability of this Agreement solely because it is in electronic fonn or because an electronic record was used in its· formation. The Parties agree not to object to the admissibility of the Agreement in. the fonn of an electronic record, a paper copy of an electronic document, or a paper copy of a document bearing an electronic signature on the grounds that it is an electronic record, an electronic signature, that it is not in its original fonn, or is not an original.

[END OF AGREEMENT-SIGNATURE PAGE(S) FOLLOW]

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EXHIBIT A


Contnet Control Number: FINAN-201842694-00

Contractor Name: George Clayton Trust

IN WITNESS WHEREOF, the parties have set their hands and affixed their seals at Denver, Colorado asof July 01, 2018.

SEAL CITY AND COUNTY OF DENVER

ATTEST:

J)eJw.&---~-.Debra Johnson, Clerk and Recorder, Ex-Officio Clerk of the City and County of Denver .

APPROVED AS TO FORM: REGISTERED AND COUNTERSIGNED:

Attorney for the City and County of Denver

By ~/JtMA7A,4-;:) ~Machann, City Controller

By John McGrath, Assistant City Attomey

Ill IIII IIll Ill III 11111111111111111111111111111111111111111111111 EXHIBIT A


Contract Control Number: FINAN-201842694-00

Contractor Name: George Clayton Trust

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Title: /27:,tr h-1tf0/.(!d (BO (please print)

ATTEST: (lfrequlredl

By:---------

Name: --------please print)

Title: ---------please print)

Ill IIII IIll Ill III 11111111111111111111111111111111111111111111111 EXHIBIT A


EXRJBJTA

[Legal Description - Park Hill GolfCourse Property)

A PAR.CEL OF LAND IN THE SOUTHWEST ONE-QUARTER. OF SECTION 19 AND THE NORTH ONE•HALF OF THE NORTHWEST ONE-QUAlllER OF SECTION 30, ALL IN TOWNSHIP 3 SOUTH, RANGE 67 WEST OF THE SIXtH PRINCIPAL MERIDIAN, CITY AND COUNTY OF DENVER, STATE Of COLOllADO BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: COMMENCING AT THE SOUTHWEST CORNER OF SECTION 19, TOWNSHIP 3 SOUTH, RANGE 67 WEST; THENCE NOR.TH 89°40'10• EAST ALONG THE SOUTHERLY UNE OF THE SOUTHWEST ONE-QUARTER Of SECTION 19 ADISTANCE OF S0.00 FEET TO THE POINT OF BEGINNING; THENCE NOR.TH 0Cr04'08" WEST ALONG ALINE S0.00 FEET EASTERLY OF AND PARALLEL wrm THE WESTERLY LINE OF THE SOUTH ONE•HALF OF THE SOUTHWEST ONE-QUARTER OF SAID SECTION 19 A DISTANCE OF 909.31 FEET; THENCE NORTH 03°44'42" EAST A DISTANCE OF IS0.33 FEET; THENCE NORTH 004'04'08" WEST ALONG A LINE 60.00 FEET EASTERLY OF AND PARALLEL WITH THE WESTERLY LINE OF THE SOUl'H ONE•HALF OFTIIE SOUTHWEST ONE-QUAllTER OF SECTION 19 A DISTANCE OF 175.00 FEET; THENCE THE FOLLOWING (5) COURSES:

1) NORTH 44°57'00" EAST ADISTANCE OF 91.95 FEET; 2) NORTH 89°S6'36" EAST ADISTANCE OF 290.00 FEET; 3) NORTH 00904'44" WEST ADISTANCE OF 115.00 FEET; 4) NORTH89°S5'48" EAST ADISTANCEOF 102S.OS FEET; 5) NORTH 00904'45" WEST ADISTANCE OF l 114.17 FEET TO rrs INTEllSECTION WITH THE SOUTHERLY RIGHT-Of•WAYLINE OF SMITII ROAD AND APOINT OFNON•TANGENT CUltVAlURE; THENCE 11IE FOLLOWING (3) COURSES ALONG THE SOUTHERLY RIGHT-OF- WAY LINE OF SMITH ROAD:

1) ALONG A CURVE TO THE RIGIIT HAVING A RADIUS OF 5607.93 FEET, A CENTRAL ANGLE OF 09-02'08" AND AN AllC LENGTII OF 884.37 FEET (THE CHORD OF WHICH BEARS SOlJfH 84°28'25" EAST ADISTANCE OF 883.46 FEET)TO APOINTOF TANGENCY; 2) SOUTH 80'43'42• EAST ADISTANCEOF 89.72 FEET; 3) SOUTH 79058'45" EAST ADISTANCE OF 28.82 FEET;

THENCE SOUTH oow32• EAST ALONG ALINE S0.00 WESTERLY OF AND PAllALLEL WITH THE EASTERLY LINE OFlllE SOUTH ONE•HALF.OF THE SOUTHWEST ONE-QUAllTER OF SAID SECTION 19ADISTANCEOF 1086.52 FEET;THENCE SOUTH00°09'08" EAST ALONGA.llNES0.00 FEET WESTERLY OF AND PARALLEL WITH THE EASTERLY LINE OF THE SOUTH ONE-HALF OF THE SOU111WEST ONE-QUARTER OF SECTION 19 ADISTANCE OF 1324.84 FEEJ'; fflENCE, SOUTH oo-o8'13" EAST ALONG ALINE S0.00 FEET WESTERLY OF AND PAllALLEL Wllll THE EASTERLY LINE Of THE NORTII ONE-HALF OF THE NORTHWEST ONE-QUAllTER OF SECTION 30 ADISTANCE OF 2.96 FEET;111ENCETHE FOLLOWING (3) ·coURSES:

I) NORm 82031'1 l" WEST ADISTANCE OF 28.58 mrr: 2) SOUTH 89°39'27" WEST ADISTANCE OF 483.S8 FEET; 3) SOUTH 00°37'56" EAST ADISTANCE OF 1264.16 FEET;

THENCE SOUlll 89°38'54" WEST ALONG ALINE S9.00 FEETNORTHERLYOF AND PAllALLEL WITH THE SOtmlERLY1.INE OF THE NORTH ONE-HALF OF THE NORTHWEST ONE- QUARTER OF SAID SECTION 30ADISTANCEOF 1891.72 FEET;THENCENOR.TH ~ 00'00" WEST ALONGALINES0.00 FEET EASTERLY OF AND PAllALLEL WITH THE WESTERLY LINE OF THE NORTH ONE-HALF OfTHE NORTHWEST ON&QUARTER OF SAID SECI1ON 30 ADISTANCE OF 1263.62 FEET TO THE POINTOF

EXHIBIT A

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BEGINNING,

LESS AND EXCEPTlHAT PORTION CONVEYED TO THE REGIONALTRANSPORTATION DISTRICT BY QUITCLAIM DEED RECORDED MARCH 4, 2013 UNDER RECEPTION NO. 2013029217.

EXHIBIT A


EXHIBITB

PERMANENT EASEMENT

THIS PERMANENT EASEMENT (this "Easement'') is granted as of January 2, 2019 (the "Effective Date") by CLA\'TON EARLY LEARNING, Tnistee of the George W. Clayton Trust, as Agent for the City and County of Denver, whose address is 3801 Martin Luther King Boulevard, Denver, Colorado 80205 ("Grantor"), to the CITY AND COUNTY OF DENVER, a Colorado municipal corporation and home rule city ofthe State ofColorado, with an address of 1437 Bannock Street, Denver, Colorado 80202 ("Orantec91 or "City").

For and in consideration of ___________ AND 00/100 DOLLARS (S___.00) and other good and valuable consideration, the receipt and sufficiency of which arc hereby acknowledged, Grantor hereb)' grants, conveys, and transfers unto Grant"t its contractors, su~tractors, and its successors and assigns, an exclusive, perpetual easement in, on, over, under, and through that real property which is legallydescribed and depicted in Exhibit A attached hereto and incorporated herein by this reference ("Easement Area"), which real property is located in the City and County ofDenver, State ofColorado, for the pu1pose of the constn1ction1

maintenance, operation, use, repair, replacement, or reconstruction of a stonn water detention facility, including associated channels, pipes, and related improvements and appurtenances within the Easement Area (the ..Improvements'').

Grantor shall have the right to use and enjoy the Easement Area, subject to the rights herein granted. Orantor agrees not to build, create, construct or permit to be built, created or constructed, any obstruction, building, fence, or other structures over, under, on or across the Easement Area without prior written consent of Grantee's Executive Director of Public Works. Nothing herein shall impair Grantee's police powers.

Orantor further understands and agrees that with respect to the Easement Area, all laws, ordinance~ and regulations pertaining to stormwater drainage, streets, sidewalks, and public places, as may be applicable, shall apply so that the public use of the Improvements and the Easement Area is consistent with the use and enjoyment of any dedicated public right-of-way or public stonnwater drainage systems, as may be applicable.

In the event the terms of this Easement are violated, such violation shall immediately be corrected by Grantor upon receipt ofwritten notice from the City or, ifGrantor does not correct the violation within the time designated in such notice, the City may elect to correct or eliminate such violation at the Grantor's expense. The Grantor shall promptly reimburse the City for all costs and expenses incurred by the City in enforcing the terms ofthis Easement.

All obligations ofthe Grantee are subject to prior appropriation ofmonies expressly made by City Council and paid into the Treasury of the City. Grantee shall have all rights, privileges and benefits necessary or convenient for the full use and enjoyment ofthe Easement Area subject to the terms ofthis Easement.

EXHIBIT A


The rights granted herein may be assigned in whole or in part, and the terms, conditions, and provisions of this Easement are a covenant running with the land and shall extend to, and be binding upon, the successors and assigns ofGrantor and Grantee.

GRANTOR:

CLAYTON EARLY LEARNING, as Trustee ofthe George W. Clayton Trust, as Agent for the City and County ofDenver

By. ______________

Charlotte M. Brantley, President & Chief Executive Officer

STATE OF _______ ) )as

COUNTY _______ )

The foregoing instrument was acknowledged before me on _______. 2018 by Charlotte M. Brantley, as President and Chief Executive Officer of Clayton Early Leaming, as Trustee of the George W. Clayton Trust, as Agent for the City and County of Denver.

Witness my hafl4 and official seal. Mycommission expires: _______

Notary Public

EXHIBIT A


Exhibit A (Legal Description ofEasement Arca)

EXHIBIT A


EXHIBIT 11A" PERMANENT EASEMENT AREA

PAGE1 OF3 MARCH 23, 2018

A PARCEL OF LAND CONTAINING 1,087,720 SQUARE FEET, MORE OR LESS, LOCATED IN THE SOUTHINEST ONE-QUARTER OF SECTION 19, TONNSHIP 3 SOUTH, RANGE 87 WEST OF THE 6™ PRINCIPAL MERIDIAN, CITY AND COUNTY OF DENVER, STATE OF COLORADO, SAID PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER-SOUTH ONE-SIXTEENTH CORNER OF SAID SECTION 19, WHENCE THE CENTER ONE.QUARTER CORNER OF SAID SECTION 19 BEARS NOQ-03'09"E, A DISTANCE OF 1,324.50 FEET.

THENCE NW56'42'W, A DISTANCE OF 50.00 FEET TO THE WEST RIGHT-OF-WAY LINE OF DAHLIA ST. (74' R.O.W.)AND THE POINT OF BEGINNING.

THENCE ALONG SAID WEST RIGHT-OF-WAY LINE OF DAHLIA ST. (74' R.O.W.) soo•o3•2rw. A DISTANCE OF 449.32 FEET;

THENCE DEPARTING SAID WEST RIGHT-OF-WAY LINE N90•00'00'W, A DISTANCE OF 228.60 FEET;

THENCE No2•24•53w, A DISTANCE OF 651.77 FEET;

THENCE Neo·oO'OO'W. A DISTANCE OF 742.85 FEET TO THE EAST LINE OF PARK HILL TOWN CENTER SUBDIVISION, FILING NO. 1, RECORDED AT RECEPTION NO. 2004129062, CITY AND COUNTY OF DENVER RECORDS;

THENCE ALONG SAID EAST LINE OF PARK HILL TOWN CENTER SUBDIVISION, FILING NO. 1, RECORDED AT RECEPTION NO. 2004129062, CITY AND COUNTY OF DENVER RECORDS, Noo•o7•53•e, A DISTANCE OF 992.87 FEET TO THE SOUTH RIGHT-OF-WAY LINE OF SMITH RO. (R.O.W. VARIES):

THENCE ALONG SAID SOUTH RIGHT-OF-WAY LINE OF SMITH RD. (R.O.W. VARIES) AND THE ARC OF A NON-TANGENT CURVE TO THE RIGHT HAVING A RADIUS OF 5,607.93 FEET, A DELTA ANGLE OF 02•14•41•. AN ARC LENGTH OF 219.71 FEET, A CHORD BEARING ser40•03•e, A DISTANCE OF 219.70 FEET;

THENCE DEPARTING SAID SOUTH RIGHT-OF-WAY LINE OF SMITH RD. (R.O.W. VARIES) AND ALONG THE SOUTH LINE OF A PARCEL OF lAND RECORDED AT RECEPTION NO. 2013029217 (R.T.D. PARCEL EC-78A), CITY AND COUNTY OF DENVER RECORDS, THE FOLLOWING SEVEN (7) COURSES;

1) so2•sr59'W, A DISTANCE OF 3.26 FEET:

2) sa1•&3'56"E, A DISTANCE OF 369.97 FEET; •

3) s1s•31•22"E, A DISTANCE OF 260.34 FEET;

4) S6'7938'2rE, A DISTANCE OF·49,23 FEET;

6) N89"20'13•E, A DISTANCE OF 81.19 FEET;

EXHIBIT A

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EXHIBIT "An

PERMANENT EASEMENT AREA CONT. PAGE20F3

MARCH 23, 2018

6) S4r17'33"E, A DISTANCE OF 22.71 FEET;

7) s1s·06'52"E, A DISTANCE OF 45.07 FEET TO SAID WEST RIGHT-OF· WAY LINE OF DAHLIA STREET (74' R.O.W.);

THENCE ALONG SAID WEST RIGHT-OF-WAY LINE OF DAHLIA ST. (74' R.O.W.) s00•03•oew, A DISTANCE OF 1,002.36 FEET TO THE POINT OF BEGINNIN~.

THE ABOVE DESCRIBED PARCEL CONTAINS 1,087,720 SQUARE FEET OR 24.971 ACRES, MORE OR LESS. .

BASIS OF BEARINGS: ALL BEARINGS ARE BASED ON A LINE CONNECTING THE CENTER-SOUTH ONE-SIXTEENTH CORNER OF SAID SECTION 19 (FOUND AXLE IN MONUMENT BOX), AND THE CENTER ONE.QUARTER CORNER OF SAID SECTION 19 (FOUND 3-1/4• ALUMINUM CAP IN A MONUMENT BOX. ILLEGIBLE), BEARING NOOo3'09"E.

PREPARED BY: RICHARD D. MUNTEAN, CO PLS 38189 FOR ANO ON BEHALF OF: 105 WEST, INC. 4201 E. YAI.E AVE., SUITE 230 DENVER, CO 80222

EXHIBIT A

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EXHIBIT A Smith Rood

(R.O.W. Yarles)

So11thwe&t ~ ofSection./9, T.JS., R.67W., 6thP.M

Cl: R•S,607.93' A•02° 14'41"

L•219.7I' ;:.. Ch8•S87° 40'03"E co

S' Wide PSCO EenentCh•2l9.70'C'i a, Rec. No. 2014030091 a,

Found CCD Rqe PointLI: $67° J8'27"E 49.2J' In Rarige Box, ----41-' L2: N89° 20'13"E 81.19' 3·¼• Ah.Im. Cap, "LS 38074" '°Pork Hill Town Center

Sub. Filing No. 1 L3: S47° 17'J3"E 22.71' .,, 50' • Rec. No. 2004129062 N 5L4: s1s•os•s2 11E 45.07' 0

Basis ofBearings ~ t •Ill:N00° 03'09"E

1324.50' (M) 8, (R) -.. N 1/15Cnr. to Center Cnr. it

Found 2" Alum. cap, 0 ..... , ~ a"PLS 2829r Permanent Easement Ateo 0) -1,087,720 Sq. Ft. or p ~ ;J

24.971 Ar;, :t a 'ii oigJi Cl'I .sFound CCD Range Point

In Range Box, Axle ~ Found 1·¼• YeUow Plullc Cap,

N90° 00'00"W 742.85'"Pl.S 28291•

N89.56'42"WFound No. 5 Rebar, ' 50.00'

- ..... NoCap~ I f

;;, -P.0.8.t...f-,---,~ '°"••N- Found 1·1'" RedPP PP o Ill

c-..,CO Plasllc Cap, 0 'LS 13155'"

P.O.C. z Center-south ~ Comer sec:Uon 19

The George W. Clayton Trust as agentfor Fnd. Axle Monument Box-+-------+' the City and Cau'!9' ofDenver

(Park Hill GolfCourse Found CCD Range Point In Range Box, Axle

Found CCO Range Point In Range Box, No. 8Rebar, No Cap

S00°03'27"W 1,324.84' (M) Y,,cnr. to y..cnr.

1,.324.53 CR)

- - South 1' Comer Secllon 19 .. Fnd. 3·¼• Alum. Cep In Monument Box "PLS 27011, 1998"

EXHIBIT TO ACCOMPANY LEGAL DESCRIPTION

PMK HILL GO.F COURSE PERMANENT EASEMENT 11111lliiil111111•1Naai...aAA,...SW ¼ stCTION 191 T, 3 S., R. 17 W., 6TH P,M, 4201 E. Yale AWi., 8ulte 230CITY I COUNTY OF DENVER, CDLORAOO Oermlr, CO 80222

303.859.4411

EXHIBIT A

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BXHIBITC

TEMPORARY EASEMENT Platte to Parle Hill Stonn Water Systems Project

THIS TEMPORARY EASEMENT (1his "TB") is granted as of January 2, 2019 (the "Effective Date"), by CLAYTON EARLY LEARNING, TJUstee ofthe George W. Clayton Trust, as Agent for the City and County of Denver, whose address is 3801 Martin Luther King Boulevard, Denver, Colorado 80205 (•'Grantor"), to the CITY AND COUNTY OF DENVER, a municipal corporation and home rule city ofthe State ofColorado, whose address is 1437 Bannock Street, Denver, ~lorado 80202 ("Grantee" or "City").

In consideration ofthe sum of______, and the covenants and agreements set forth below, the receipt and sufficiency ofwhich are hereby acknowledged, Orantor sells, conveys, transfers, and delivers to the Grantee, and its successor and assigns, an exclusive temporary easemenr(the 11Temporary Easement") for use ofthe real property described in EJ•iblt A attached · hereto and incorporated herein by this reference, excepting and excluding therefrom all land covered by the Barrier Net Easement, dated May 4, 2001, and recorded June JS, 2001 in the real property records of the City and County of Denver under Reception Number 2001076265 (''Temporary Easement Area..), for the construction of a storm water detention facility, including associated channels, pipes, and related improvements and appurtenances ("Project") upon. through, over, under, and along the Temporary Basement Area, subject to and in accordance with the following tenns and covenants:

I. The tenn of the Temporary Easement will commence on the Effective Date and will tenninatc twenty-four (24) months from the Effective Date. In the event that the Project is not completed within the term ofthe Temporary Easement, Grantee, through its contractor, may give notice to Grantor thirty (30) days prior to the expiration ofthe tenn that it is extending 1he term of the Temporary Easement for up to an additional sbt (6) months and the Orantor shall be paid for such extended Temporary Easement term. The Grantor also arants to the City the right to reenter the Temporary Easement Arca after expiration of the term of the Temporary Easement to correct any defects, perform repairs, replace landscaping and perfonn any other work necessary for the Project. The City, through its contractor, shall give Orantor fifteen (IS) days' notice prior to the reentry. Unless written notice is provided by the City to extend the period of reentry. the reentry period shall end no later than (I) year after the end ofthe tenn of the Temporary Easement.

2. Grantee shall cause its contractors to return the Temporary Easement Area free from all constNction debris and in a condition as nearly as practicible to its original condition, taking into consideration the nature of the work being performed. If certain impediments to accessing the Temporary Easement Area, including without limitation, bumpers, temporary curbs, or cables ("Access Impediments"), currently exist upon the Temporary Easement Area, the Access Impediments may be removed and Grantee shall cause its contractor to re-install Access Impediments before expiration ofthis Temporary Easement.

3. The Temporary Easement allows Grantee, and its successors, assigns contractors, consultants, subcontracton, sub-consultants, materialmen. suppliers, and workers, to perform

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construction and related activities on the Temporary Easement Area, including: (a) performing construction activities and work for the Project; (b) entering on and having exclusive use ofand access to the Temporary Easement Area; (c) storing materials; (d) operating construction equipment; (e) performing utility work; (t) mnoving asphalt and concrete, grading, paving, and landscaping; and (g) perfonning any other work incidental to the construction of the Project. Notwithstanding any tcnn or provision ofthis TB to the contrary, Grantee shaJl cause its contractor to provide a buffer and take any further steps necessary to protect in place the existing netting currently located along die eastern portion ofthe Temporary Easement Area and Grantee shall be responsible for the repair or replacement ofthe net if it is damaged in any way in connection with the Project.

4. Orantor, and its successors and assignees, covenants that as of the date ofexecution of this TE it has good title to the Temporary Easement Area and has good and lawful right to grant the Temporary Basement.

S. Orantor shall not place, erect, install or permit to be placed any building, stnicture, or other above or below ground obstruction that may interfere with the pwposes of the Temporary Easement during its tenn 'without the prior written consent of the City's.Manager ofPublic Works or his designee ("Project Manager'").

6. In the event the tenns of this TB arc violated, at the election of the Project Manager, the Grantor shall immediately correct or cause to be corrected any violations or the Project may correct or cause to be corrected any violations.at the Grantor•s sole expense. Ifthe Project Manager elects to correct, or causes to be corrected, the violation(s), Orantor shall reimbune the Project for all costs incurred in the correction and in enforcing the tcnns ofthis TE within thirty (30) days of receipt ofan invoice.

7. Orantor understands that construction activities relatina to the Project on, or in the vicinity of, the Temporary Easement Area, may restrict access to the remainder of Grantor's property for shol1 periods oftime, but the Grantor understands at all times the Grantee will assure continued access·to the remainder of Grantor's property.

8. Grantor reserves all rights attendant to its ownership ofthe Temporary Easement Area, includina: (a) the riaht to the use and enjoyment ofthe Temporary Easement Area for all purposes so long as these usesareconsistent with, and do not impair, the rights herein panted to the Grantee,and (b) the right to sell and convey the Grantor's property or any pol1ion ofit subject to the tenns ofthisTE.

9. Any obligations ofGrantee under this TE. whether direct or contingent, extend only to funds appropriated or otherwise lawfully made available by the Denver City Council for the purpose of this TB and paid into the Treasury ofthe City.

IO. All notices provided for herein must be in writing and personally d~livered or mailed by reaistered or certified United States mail, poatqe prepaid, return-receipt requested, to. the Orantor at the address identified above and if to Grantee at the addresses given below. Notices delivered personally are effective when delivered. Notices sent by certified or registered mail are

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https://violations.at


effective upon receipt. The parties may designate substitute addresses where or persons to whom notices are to be mailed or delivered; however, these substitutions will not become effective until actual receipt ofwritten notification.

If to Grantee:

and

and

If to Orantor:

Lisa L. Lumley Division ofReal Estate Department ofFinance 201 West Colfax Avenue, Department 1010 Denver, Colorado 80202 e-mail: [email protected]

Sam Stevens · Project Manager City and County of Denver Department of Public Works 201 WC$t Colfax Avenue, Department 608 Denver, Colorado 80202 e-mail: [email protected]

With copies to:

Mayor City and County ofDenver 1437 Bannock Street. Room 350 Denver, Colorado 80202

Denver City Attorney's Office 201 West Colfax Avenue, Department 1207 Denver, Colorado 80202

Charlotte M. Brantley President & ChiefExecutive Officer Clayton Early Leaming 3801 Martin Luther Kina Blvd. Denver, CO 80205 cbrantley@claytonearlyleamin&2t1

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mailto:[email protected]



With a copy to:

Bruce A. James Brownstein Hyatt Farber Schreck, LLP 410 17th Street, Suite 2200 Denver, CO 80202 [email protected]

11. This TE is the complete integration ofall undentandings between the parties. No prior or contemporaneous addition, deletion, or other modification has any force or effect, unless embodied in this TE in writing. No subsequent novation. renewal, addition, deletion, or other amendment may have any force or effect unless embodied in a written amendment to this agreement properly executed by the parties. No oral representation ofany kind preceding the date ofthis TE by any officer, employee, or agent ofGrantee at variance with the tenns and conditions ofthis Agreement, or with any written amendment to this Agreement, may have any force or effect nor bind Grantee.

12. This TE is subject to and is to be construed in accordance with the laws of the State of Colorado, the Denver Charter and the Denver Municipal Code, which are incorporated into this TE by this reference. Venue for any action arising out of this TE will be in the District Court for

· the City and County ofDenver.

13. Grantee has the right to assign its rights and obligations set forth in this TE, with the prior written consent ofOrantor, which consent shall not be unreasonably withheld.

14. During the term, this TB runs with the land and the benefits and burdens thereofinure to any and all successors in interest and become binding upon the parties hereto and their respective successors and assigns without further action.

1S. This Temporary Easement is subject to the following rules ofconstruction:

a. The words "'party" and "'parties" refer only to a named party to this TE.

b. The words uinclude," ''includes," and 11including11 are to be read as if they were followed by the phrase '"without limitation."

c. Unless otherwise specified, any reference to a law, statute, regulation, charter or code provision, or ordinance means that statute, regulation, charter or code provision, or ordinance as amended or supplemented from time to time and any corresponding provisions of successor statues~ replations, charter or code provisions, or ordinances.

16. This TE may be recorded in the real property records ofDenver County.

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IBALANCE OF PAGE INTENTIONALLY LEFT BLANK)

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I·

IN WITNESS WHEREOF, the parties have executed the Temporary Easement intending that it be valid and effective from and after the Effective Date defined above.

ATTEST:

By._____________

Debra Johnson, Clerk and Recorder, Ex-Officio Clerk of the City and County ofDenver

APPROVED AS TO FORM:

Kristin M. Bronson Attorney for the City and County ofDenver

By: ___________ Assistant City Attorney

CITY AND COUNTY OF DENVER

By:____________

Michael B. Hancock, Mayor

REGISTERED AND COUNTERSIGNED:

By:____________

Brendan J. Hanlon, CFO

By:____________

Timothy O'Brien, Auditor

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CLAYTON EARLY LEARNING, as Tnastce of the George W. Clayton Trust, as Agent for the City and County ofDenver

By. ______________

Charlotte M. Brantley, President & ChiefExecutive Officer

STATE OF ______ ) ) IS

COUNTY _______ )

The foregoing instnament was acknowledged before me on ------~ 2018 by Charlotte M. Brantley, as President and Chief Executive Officer of Clayton Early Leaming, as Trustee of the George W. Clayton Trust, as Agent for the City and County ofDenver.

Witness my hand and official seal.

My commission expires: ________

Notary Public

EXHIBIT A


Exhibit A (Legal Description ofTemporary Easement Arca)

8

EXHIBIT A


EXHIBIT"A" TEMPORARY EASEMENT AREA

PAGE1 OF3 MARCH 23, 2018

A PARCEL OF LAND CONTAINING 2.030,674 SQUARE FEET, MORE OR LESS, LOCATED IN THE SOUTHWEST ONE.QUARTER OF SECTION 19 AND THE NORTHWEST ONE.QUARTER OF SECTION 30, TOWNSHIP 3 SOUTH, RANGE 67 WEST OF THE 6™ PRINCIPAL MERIDIAN, CITY AND COUNTY OF DENVER. STATE OF COLORADO. SAID PARCEL MORE PARTICULARLY DESCRIBED AS FOLLOWS:

COMMENCING AT THE CENTER ONE-SIXTEENTH CORNER OF SAID SECTION 19, WHENCE .THE SOUTH ONE-QUARTER CORNER OF SAID SECTION 19 BEARS soo•o3•21w. A DISTANCE OF 1,324.84 FEET.

THENCE N89956'42'W. A DISTANCE OF 50.00 FEET TO THE WEST RIGHT-OF-WAY LINE OF DAHLIA ST. (74' R.O.W.);

THENCE ALONG SAID WEST RIGHT-OF-WAY LINE OF DAHLIA ST. (74' R.O.W.) s00•03•21'W, A DISTANCE OF 449.32 FEET TO THE POINT OF BEGINNING.

THENCE CONTINUING ALONG SAID WEST RIGHT-OF-WAY LINE OF DAHLIA ST. (74' R.O.W.) S00-o3'27-w. A DISTANCE OF 875.68 FEET TO THE SOUTH LINE OF THE SOUTHWEST ONE.QUARTER OF SAID S~TION 19;

THENCE so0·02•24w, A DISTANCE OF 3.48 FEET TO THE NORTHEAST CORNER OF THE OVERLOOK AT PARK HILL, FILING NO. 1, RECORDED AT RECEPTION NO. 2001067475, CITY ANO COUNTY OF DENVER RECORDS;

THENCE ALONG THE NORTH LINE OF SAID OVERLOOK AT PARK HILL, FILING NO. 1, RECORDED AT RECEPTION NO. 2001067476. CITY AND COUNTY OF DENVER RECORDS, NS1•54•1ow. A DISTANCE OF 24.14 FEET TO SAID SOUTH LINE OF THE SOUTHWEST ONE-QUARTER OF SECTION 19;

THENCE CONTINUING ALONG SAID NORTH LINE OF THE OVERLOOK AT PARK HILL, FILING NO. 11 RECORDED AT RECEPTION NO: 2001067475, CITY ANO COUNTY OF DENVER RECORDS AND SAID SECTION LINE, sae•S2'00'W, A DISTANCE OF 487.07 FEET TO THE NORTHWEST CORNER OF SAID OVERLOOK AT PARK HILL, FILING NO. 1, RECORDED AT RECEPTION NO. 2001067476, CITY AND COUNTY OF DENVER RECORDS: .

THENCE DEPARTING SAID SECTION LINE AND ALONG THE WEST LINE OF SAID OVERLOOK AT PARK Hill, FILING NO. 1, RECORDED AT RECEPTION NO. 2001067476, CITY AND COUNTY OF DENVER RECORDS, s00•2s·2a·e, A DISTANCE OF 198.49 FEET: •

THENCE .DEPARTING SAID WEST LINE N90•00'00'W, A DISTANCE OF 582.99 FEET;

TtiENCE ~11'23'W, A DISTANCE OF 408.00 FEET:

THENCE N12923'66'W1 A DISTANCE OF 704.85 FEET;

THENCE N21•53•2sre, A DISTANCE OF 261.71 FEET;

EXHIBIT A

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EXHIBIT "A" TEMPORARY EASEMENT AREA CONT.

PAGE20F3 MARCH 23, 2018

THENCE N45°18'56"E, A DISTANCE OF 549.53 FEET TO THE SOUTH LINE OF PARK HILL TOWN CENTER SUBDIVISION, FILING NO. 1, RECORDED AT RECEPTION NO. 2004129062, CITY ANO COUNTY OF DENVER RECORDS;

THENCE ALONG SAID SOUTH LINE OF PARK HILL TOWN CENTER SUBDIVISION, FILING NO. 1, RECORDED AT RECEPTION NO. 2004129062, CITY.AND COUNTY OF DENVER RECORDS, SW5T26"E, A DISTANCE OF 28.69 FEET TO THE SOUTHEAST CORNER OF SAID PARK HILL TOWN CENTER SUBDMSION, FILING NO. 1, RECORDED AT RECEPTION NO. 2004129062, CITY AND COUNTY OF DENVER RECORDS;

THENCE ALONG THE EAST LINE OF SAID PARK HILL TOWN CENTER SUBDIVISION, FILING NO. 1, RECORDED AT RECEPTION NO. 2004129062, CITY AND COUNTY OF DENVER RECORDS, N00-07'63"E, A DISTANCE OF 121.35 FEET; .

THENCE DEPARTING SAID EAST LINE S90°00'00"E, A DISTANCE OF 742.85 FEET;

THENCE S02"24'53"E, A DISTANCE OF 651.77 FEET;

THENCE seo·oo·oo-e, A DISTANCE OF 226.80 FEET TO THE POINT OF BEGINNING.

THE ABOVE DESCRIBED PARCEL CONTAINS 2,030,674 SQUARE FEET OR 46.618 ACRES, MORE OR LESS.

BASIS OF BEARINGS: ALL BEARINGS ARE BASED ON A LINE CONNECTING THE CENTER-SOUTH ONE-SIXTEENTH CORNER OF SAID SECTION 19 (FOUND AXLE IN A MONUMENT BOX), AND THE SOUTH ONE.QUARTER CORNER OF SAID SECTION 19 (FOUND ~1/4" ALUMINUM CAP IN A MONUMENT BOX, "PLS 27011, 1998"), BEARINGsoo•o3•2rw.

PREPARED BY: RICHARD D. MUNTEAN, CO PLS 38189 FOR AND ON BEHALF OF: 105 WEST, INC. 4201 E. YALE AVE., SUITE 230 DENVER, CO 80222 ·

EXHIBIT A

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.. EXHIBIJ A

Parle HIii Town Cater Sub. Flllna No. 1

R«. No. 2004129062

~' Found 1·3'• Yellow

PlasUcC@II "PLS 28291" t~ .~ro"'

~ ~

OHl'tlEAffACHIID I.EGALCIUCll#'JIOhMGIINOTINT8C)ED10INCLUDI 8URV!Y PlATlll!Q:TFFns ASDIFINID II CM 3MM09.

S90° 00'00"£

N00° 0715311£ 121.351

Found No. 5 Rebar, NoCap

Found cco Range Point 1

742.851 ti Range8ox,Axle

\f.l ;;, -lnr,. . "..... N.,.. II II)NCO 0

P.O.C. en Center-south ~, Comer Section 19

Fnd. Axle Monument Bo>I -+-------M

Found CCD Range Point t In Range Box. Axle ~--it-----"' aFound CCD Range Polnl

0in Range Box, No. 8 Rebar, No Cap

g in

The George W. Clayton Trust asagentfor the a,;y and Coun~ o/0.nver

(Park Hill GolfCourse)

N

f Cl' IOO' 200' 400'

Snuthwtst ~ a/Sec/Ion 19, T.JS., R.61W., 6th P.M

Southwest Comer Section 19 Fnd. 3-3'• Alum. Cap In Morunent Bo,c

rr

T emporory Easement Aleo 2,030,674 Sq. Ft. or

46.618 Ac. :t

Basis ofBearings s00° 03•21°w

1,324.84' (M) V1&Cnr. to 1/4Cnr. 1,324.53 (R)

South t Comer Section 19 Fnd. 3·¼• Alum. Cap In Mol"!ument Box

"PLS 27011, 1998"

Cl oi50' N 0,co co

111,... CII) !

50' DenverWaler EU8menl AgNement•pLS 11434, 1990" Rec. No. 2001014092

80' Denver Water E1NffllfllAQfNmtnt Rec. No. 2003112343

N89° 52100 11E --------- 2•oouw 487,0 I

N81° 54'10"W I,ra 40' Banter Net laNmlfll soo• 2s•2a11E 24.141

Re~ No. 20010712M __., 198.491

, 'I'll• Offl'lool< atParle HIii

N011/w.~1t ¼ofSection JO, FIUn,No.1 T.JS., R.61W., 6th P.M. N90° 00'0011W 562.991

t w I

Rec.No.2001061415

EXHIBIT TO ACCOMPANY LEGAL DESCRIPTION

I

Isoo• 02124"W 3.46'

PARK HILL. GOLF COURSE TEMPORARY EASEM£NT SW ¼ SECTION 19 ofld NW 1/4 Section 30,

T. 3 S,, R. &1 W., 8TH P.U. CITY Ii COUNTY OF' DENVER, COLORADO

---INllll.-atlAftll U01 E. Yale Ava., lula230

a.nvar, CO 80222 303.ea4411

EXHIBIT A

https://1,324.53

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AGREEMENT FOR REIMBURSEMENT OF TEMPORARY WATERING EXPENSES DATE FILED: April 25, 2019 3:40 PM

This Agreement for Reimbursement of Temporary Wat~~~s_1f~~Mfyr:> is made this~ day of April, 2019, by and among Evergreen AlftlircG~llfmtfeitt.f., ctJb/a Arcis Golf ("Arcis") and the City and County ofDenver ("Denver").

This Agreement is made with respect to the following:

1. Arcis leases certain property commonly known as the Park Hill Golf Course and is the operator of the Park Hill Golf Course.

2. On January 2, 2019, Denver took possession ofapproximately 3S acres of the Park Hill GolfCourse and commenced construction of a drainage improvement project.

3. As part of its construction activities, Denver removed one or more controls and some pipe that are part of the looped irrigation system used for the Park Hill Golf Course.

4. While Denver has plans to cap and loop the irrigation system so that it can be used to water the remaining golf course property not being occupied by Denver, it has yet to do so and the irrigation system does not currently function on any part of the Park Hill Golf Course.

5. Without a functioning irrigation system, it is necessary to water the Park Hill Golf Course manually.

6. Arcis disputes that Denver is legally in possession of the portion of the Park Hill GolfCourse being occupied by Denver. Arcis has filed an action in the District Court for the City and County of Denver, Case Number l9CV31165. asserting claims for inverse condemnation and declaratory and injunctive relief ("Action"). Denver's response is due April 17, 2019. This Agreement is not intended to resolve any of the claims raised in that Action. By entering into this Agreement, Arcis does not waive the right to recovery or reliefrelated to any ofthe claims asserted in the Action. Nor does Denver waive any of its rights, defenses or claims that it may have against Arcis and that it may assert in its response to the Action. The Parties further agree that this Agreement is not an admission by any Party as to the validity or invalidity of any claim or any defense in the Action.

7. This Agreement is intended solely to account for the expenses to manually water the Park Hill Golf Course until the irrigation system has been looped and is fully functional again. This Agreement shall not apply to, nor affect, either Party's legal rights, claims, remedies, or process in any related action with regard to the Park Hill Golf Course.

8. The parties have agreed to structure their agreement in the manner described herein.

NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. To the extent Arcis is required to obtain equipment and personnel to manually water any portion of the Park Hill Golf Course, Denver shall reimburse all reasonable expenses.

(00044320 / 2 )

EXHIBIT B


2. Upon submission ofinvoices by Arcis related to manually watering any part of the Park Hill Oolf Course, Denver shall reimburse Arcis for any such reasonable out-of-pocket expenses within thirty (30) days of receipt ofsuch invoice. In no event shall Denver be obligated to pay more than $10,000.00 under this Agreement without separate written authorization from Denver.

3. Denver shall be responsible for reimbursement of all watering expenses until such time as the looped irrigation system functions on the part of the Park Hill Golf Couse not being occupied by Denver.

EVERGREEN ALLIANCE GOLF LIMITED, L.P., d/b/a Arcis Golf

THE CITY AND COUNTY OF DENVER

00044320 /:z ) 2

EXHIBIT B

https://10,000.00

ip agreement july 1, 2018 - denver

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