Westown Metropolitan District

Account Check #PO/Cont Invoice

Page 110/17/2019

Date Description Amount

Annual Check Register 06/30/2019

Date Paid

01-000-09100 0 08 Mgmt 4,873.40 1260 4327 08/01/2019 08/07/2019

**** TOTAL **** Centennial Consulting Group 4,873.40

01-000-09620 0 Dog Station Maint/clean u 372.50 1261 241335 07/31/2019 08/07/2019

**** TOTAL **** Pet Scoop 372.50

01-000-09600 0 07 16 Irrigation Repairs 245.99 1262 531250 07/24/2019 08/07/2019

**** TOTAL **** Metco Landscape, Inc 245.99

01-000-09050 0 July Accounting Svcs 1,529.55 1263 24981 07/31/2019 09/06/2019

**** TOTAL **** Simmons & Wheeler, PC 1,529.55

01-000-09600 0 7/22 Irrigation Repairs 254.65 1264 531721 07/31/2019 09/06/2019

01-000-09600 0 8/15 Irrigation Repairs 270.90 1264 532525 08/20/2019 09/06/2019

01-000-09600 0 8/22 Irrigation Repairs 220.49 1264 532854 08/28/2019 09/06/2019

**** TOTAL **** Metco Landscape, Inc 746.04

01-000-09100 0 09 Mgmt Svcs 4,791.26 1265 4440 09/01/2019 09/06/2019

**** TOTAL **** Centennial Consulting Group 4,791.26

01-000-09610 0 Pool Maintenance 399.34 1266 2111 08/07/2019 09/06/2019

**** TOTAL **** Patriot Pool and Spa 399.34

01-000-09520 0 July Telephone 93.98 1267 3034205037 08/13/2019 09/06/2019

**** TOTAL **** Century Link 93.98

01-000-09620 0 March Dog Station Maint 318.80 1268 224294 03/31/2019 09/06/2019

01-000-09620 0 June Dog Station Maint 372.50 1268 241335 07/31/2019 09/06/2019

01-000-09620 0 Aug Dog Station Maint 318.80 1268 248098 08/31/2019 09/06/2019

**** TOTAL **** Pet Scoop 1,010.10

01-000-09300 0 August Legal Svcs 504.77 1269 1364 08/22/2019 09/06/2019

01-000-09300 0 May Legal Svcs 500.00 1269 1364 05/23/2019 09/06/2019

01-000-09300 0 April Legal Svcs 238.00 1269 1364 04/24/2019 09/06/2019

**** TOTAL **** Altitude Community Law 1,242.77

01-000-09300 0 July legal Svcs 7,380.00 1270 1030C 7/19 07/31/2019 09/27/2019

01-000-09300 0 August Legal 3,457.50 1270 1030c 8/19 08/31/2019 09/27/2019

**** TOTAL **** McGeady Becher, PC 10,837.50

01-000-07100 0 August Engineering Svcs 510.00 1271 Den096.07 08/31/2019 09/27/2019

**** TOTAL **** IDES, LLC. 510.00

01-000-09600 0 Landscape Maint July 7,285.00 1272 531579 07/31/2019 10/04/2019

01-000-09600 0 Landscape Maint Sept 1,821.25 1272 532924 09/06/2019 10/04/2019

01-000-09600 0 Landscape Maint Aug 7,285.00 1272 533155 08/30/2019 10/04/2019

**** TOTAL **** Metco Landscape, Inc 16,391.25

01-000-09610 0 Pool Maintenance 9/19 340.59 1273 2269 09/22/2019 10/04/2019

**** TOTAL **** Patriot Pool and Spa 340.59

Westown Metropolitan District

Account Check #PO/Cont Invoice

Page 210/17/2019

Date Description Amount

Annual Check Register 06/30/2019

Date Paid

01-000-09620 0 Pet Clean up 9/19 318.80 1274 251031 09/30/2019 10/04/2019

**** TOTAL **** Pet Scoop 318.80

01-000-09300 0 Sept Legal Svcs 509.00 1275 793952 09/23/2019 10/04/2019

**** TOTAL **** Altitude Community Law 509.00

01-000-09600 0 Landscape Maint Sept 2,168.64 1276 85924 09/01/2019 10/04/2019

01-000-09600 0 Irrigation Rep 9/11 189.32 1276 88657 09/11/2019 10/04/2019

01-000-09600 0 Irrigation Rep 9/18 75.00 1276 90117 09/18/2019 10/04/2019

01-000-09600 0 Landscape Maint Oct 2,168.64 1276 90618 10/01/2019 10/04/2019

01-000-09600 0 Irrigation Rep - 9-21 150.00 1276 90906 09/21/2019 10/04/2019

**** TOTAL **** Keesen Landscape Mgt, Inc 4,751.60

01-000-09500 0 Utilities 93.98 42519 04/13/2019 04/25/2019

**** TOTAL **** Century Link 93.98

49,057.65*** GRAND TOTAL ***

DRAFTMcGEADY BECHER P.C.

February 25, 2019

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ASSIGNMENT AND ASSUMPTION AGREEMENT

THIS ASSIGNMENT AND ASSUMPTION AGREEMENT (the “Assignment”) is entered into and effective this ____ day of _____, 2019, by and between PARK 5TH AVENUE DEVELOPMENT CO., LLC, a Colorado limited liability company (“Assignor”), and WESTOWN METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado (“Assignee”) (each a “Party” and, collectively, the “Parties”).

RECITALS

A. City of Arvada (“Arvada”) granted to Assignor a revocable license for the encroachment on property owned by Arvada for the purpose of constructing an entry monument and subdivision sign (the “Monument Sign”) as evidenced by an Agreement by and between Arvada and Assignor for the Granting of a Revocable Encroachment License to Construct a Subdivision Entry Monument and Sign, within the Right-of-Way at the Intersection of Loveland Street and W. 64th Avenue, dated August 1, 2016, attached hereto as Exhibit A and incorporated herein (the “Revocable Encroachment License”).

B. Pursuant to Section 4 of the Revocable Encroachment License, the Licensee can assign its rights and obligations under the Revocable Encroachment License to any governmental or quasi-governmental entity, including, without limitation, any special metropolitan district or entity affiliated with Assignor without obtaining Arvada’s prior written consent, provided Assignor gives Arvada written notice of such assignment.

C. Assignor desires to assign to Assignee all rights and obligations of Assignor under the Revocable Encroachment License with respect to the Monument Sign, and Assignee desires to accept such assignment and to assume all of Assignor’s duties and obligations arising under the Revocable Encroachment License relative to the Monument Sign from and after the date hereof.

D. Concurrent with the execution of this Assignment, the Licensor will convey the Monument Sign to the District pursuant to a Bill of Sale, substantially in a form of Exhibit B, attached hereto (the “Bill of Sale”).

AGREEMENT

NOW, THEREFORE, for good and valuable consideration received by them, the receipt and sufficiency of which are hereby acknowledged, Assignor and Assignee covenant and agree as follows:

1. Assignment and Assumption. Assignor hereby assigns to Assignee all right, title, interest and obligations of Assignor under and pursuant to the Revocable Encroachment License with respect to the Monument Sign. Assignee hereby assumes and agrees to perform, from and after the date hereof, all obligations and liabilities of Assignor under the Revocable Encroachment License with respect to the Monument Sign.

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2. Release. Upon execution of this Assignment by the Parties, Assignor shall be released by the Assignee from liability under the Revocable Encroachment License accruing from and after the date hereof.

3. Counterparts. This Assignment may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. Such counterparts may be executed and delivered by facsimile or other electronic means by any of the Parties, and a receiving Party may rely on the receipt of such document so executed and delivered as if the original had been received.

[SIGNATURE PAGE FOLLOWS]

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[SIGNATURE PAGE TO ASSIGNMENT AND ASSUMPTION AGREEMENT]

IN WITNESS WHEREOF, the parties have executed this Assignment as of the day and year first above written.

ASSIGNOR:

PARK 5TH AVENUE DEVELOPMENT CO., LLC, a Colorado limited liability company

By:

Name:

Title:

ASSIGNEE:

WESTOWN METROPOLITAN DISTRICT, a quasi-municipal corporation and political subdivision of the State of Colorado

By:President

Attest:

Secretary

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EXHIBIT A

REVOCABLE ENCROACHMENT LICENSE

{00694881.DOCX v:1 } B-1

EXHIBIT B

BILL OF SALE

KNOW ALL BY THESE PRESENTS that PARK 5TH AVENUE DEVELOPMENT

CO., LLC, a Colorado limited liability company (“Grantor”), for and in consideration of the

sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is

hereby acknowledged, has bargained and sold, and by these presents does grant and convey unto

WESTOWN METROPOLITAN DISTRICT, a quasi-municipal corporation and political

subdivision of the State of Colorado, whose address is 141 Union Boulevard, Suite 150,

Lakewood, Colorado 80228 (“District”), its successors and assigns, all of Grantor’s right, title

and interest in and to the facilities, personal property and the improvements shown on Exhibit A,

attached hereto and incorporated herein by this reference (the “Improvements”).

TO HAVE AND TO HOLD the same unto the District, its successors and assigns

forever; and Grantor, its successors and assigns, shall warrant and defend the sale of said

Improvements made unto the District, its successors and assigns, against all and every person or

persons whomsoever, and warrants that (i) the conveyance of the Improvements to the District,

its successors and assigns, is made free from any claim or demand whatsoever; and (ii) the

Improvements were constructed and installed in accordance with plans and specifications

reviewed and approved by the District and all applicable Rules and Regulations of the District.

IN WITNESS WHEREOF, Grantor executes this Bill of Sale on ___________, 2019.

[SIGNATURE PAGE FOLLOWS]

{00694881.DOCX v:1 } B-2

[SIGNATURE PAGE TO BILL OF SALE]

GRANTOR:PARK 5TH AVENUE DEVELOPMENT CO., LLC, a Colorado limited liability company

By:Its:

STATE OF COLORADO )) ss.

COUNTY OF ___________ )

The foregoing instrument was acknowledged before me this ___________ day of ___________, 2019, by _____________________, as _________________ of Park 5th Avenue Development Co., LLC.

Witness my hand and official seal.

My commission expires:

Notary Public

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EXHIBIT A

IMPROVEMENTS

DRAFTMcGEADY BECHER P.C.

February 25, 2019

{00694549.DOCX v:1 }

BILL OF SALE

KNOW ALL BY THESE PRESENTS that PARK 5TH AVENUE DEVELOPMENT

CO., LLC, a Colorado limited liability company (“Grantor”), for and in consideration of the

sum of Ten Dollars ($10.00) and other good and valuable consideration, the receipt of which is

hereby acknowledged, has bargained and sold, and by these presents does grant and convey unto

WESTOWN METROPOLITAN DISTRICT, a quasi-municipal corporation and political

subdivision of the State of Colorado, whose address is 141 Union Boulevard, Suite 150,

Lakewood, Colorado 80228 (“District”), its successors and assigns, all of Grantor’s right, title

and interest in and to the facilities, personal property and the improvements shown on Exhibit A,

attached hereto and incorporated herein by this reference (the “Improvements”).

TO HAVE AND TO HOLD the same unto the District, its successors and assigns

forever; and Grantor, its successors and assigns, shall warrant and defend the sale of said

Improvements made unto the District, its successors and assigns, against all and every person or

persons whomsoever, and warrants that (i) the conveyance of the Improvements to the District,

its successors and assigns, is made free from any claim or demand whatsoever; and (ii) the

Improvements were constructed and installed in accordance with plans and specifications

reviewed and approved by the District and all applicable Rules and Regulations of the District.

IN WITNESS WHEREOF, Grantor executes this Bill of Sale on ___________, 2019.

[SIGNATURE PAGE FOLLOWS]

{00694549.DOCX v:1 } 2

[SIGNATURE PAGE TO BILL OF SALE]

GRANTOR:PARK 5TH AVENUE DEVELOPMENT CO., LLC, a Colorado limited liability company

By:Its:

STATE OF COLORADO )) ss.

COUNTY OF ___________ )

The foregoing instrument was acknowledged before me this ___________ day of ___________, 2019, by ________________________, as ________________________ of Park 5th Avenue Development Co., LLC.

Witness my hand and official seal.

My commission expires:

Notary Public

{00694549.DOCX v:1 } A-1

EXHIBIT AIMPROVEMENTS

BLACKLINE DRAFT McGEADY BECHER P.C.

October 14, 2019 Doc. No. 738233, v. 1 to v. 2

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RESOLUTION NO. 2019-____-____

RESOLUTION OF THE BOARD OF DIRECTORS OF WESTOWN METROPOLITAN DISTRICT

REGARDING PARKING RULES AND REGULATIONS

A. The Westown Metropolitan District (the “District”) is a quasi-municipal corporation and political subdivision of the State of Colorado located in the City of Arvada, Colorado.

B. The District operates pursuant to its Second Amended and Restated Service Plan approved by the City of Arvada on May 15, 2017, as the same may be amended and/or modified from time to time (the “Service Plan”).

C. Pursuant to the Service Plan and Section 32-1-101, et seq (the “Special District Act”), the District has the power and authority to provide for the planning, design, acquisition, construction, installation, relocation, redeveloping and financing of streets within the District’s service area, among related street improvements powers.

D. Pursuant to Section 32-1-1001(1)(m), C.R.S., the District has the power “to adopt, amend and enforce bylaws and rules and regulations not in conflict with the constitution and laws of this state for carrying on the business, objects, and affairs of the board and of the special district.”

E. It is anticipated that the City will own and maintain some roadways within the District’s service area, (the “City Roadways”) over which the District will have no authority.

F. It is anticipated that the District will own and maintain those roadways within the District’s service area not accepted by the City (the “District Roadways”).

G. It is anticipated that the District Roadways will include alleys where [no parking is allowed]. Discuss with P. Ripko. Combine with Recital H? Confirm alleys are the District’s responsibility and not an HOA’s responsibility? I believe I discussed this matter with EAC.

H.G. Portions of the District Roadways are designated and posted as “No Parking Zones” in the interest of the public health, safety and welfare.

I.H. Attendant to its duties and obligations for the District Roadways, the District wishes to adopt parking rules and regulations to put District residents and guests on notice of the parking restrictions on District Roadways.

J. [Additional recitals?]

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NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF DIRECTORS OF THE WESTOWN METROPOLITAN DISTRICT (THE “BOARD”) OF THE CITY OF ARVADA, COLORADO THAT:

1. The Board hereby determines that it is in the best interests of the District and members of the public using the District Roadways to exercise the authority granted under the Service Plan to adopt the Rules and Regulations attached hereto as Exhibit A and incorporated herein by this reference.

2. The District reserves the right, from time to time, to modify, amend or replace these Parking Rules and Regulations in conformance with the City of Arvada or other relevant regulations then in effect.

3. Judicial invalidation of any of the provisions of this Resolution or of any paragraph, sentence, clause, phrase or word herein, or the application thereof in any given circumstances, shall not affect the validity of the remainder of this Resolution, unless such invalidation would act to destroy the intent or essence of this Resolution.

RESOLUTION APPROVED AND ADOPTED on _____________________, 2019.

WESTOWN METROPOLITAN DISTRICT

By: President

Attest: Secretary

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EXHIBIT A

PARKING RULES AND REGULATIONS

1. Applicability. These Rules and Regulations shall apply to all roadways and portions of roadways, including alleyways, owned and maintained by the District as designated on Exhibit 1 attached hereto and incorporated herein by this reference (the “District Roadways”).

2. Vehicles. For purposes of these Rules and Regulations, “vehicle” shall mean every device that is capable of moving itself, or of being moved, from place to place upon wheels or endless tracks. Vehicle includes, without limitation, a motor vehicle, a motorcycle, a bicycle, electrical assisted bicycle, or EPAMD, but does not include a wheelchair, off-highway vehicle, snowmobile, farm tractor, or implement of husbandry designed primarily or exclusively for use and used in agricultural operations or any device moved exclusively over stationary rails or tracks or designed to move primarily through the air.

3. Parking Violations.

(a) Generally. For any District RoadwayRoadways where authorized signs are posted giving notice of parking limitations, regulations, restrictions or prohibitions, it shall be unlawful for any person to park a vehicle in any manner in violation of, or contrary to, the provisions contained on such signs except when necessary to avoid conflict with other traffic, or in compliance with the directions of a police officer, or traffic-control signal, sign or device, or except momentarily for the purpose of loading or unloading passengers when such parking does not obstruct, impede or endanger any traffic.

(b) No Parking Zones. Portions of the District Roadways are designated, and shall be posted, as No Parking Zones. The District reservereserves the right to further restrict or prohibit parking upon the District Roadways by adopting an amendment to these Rules and Regulations and posting said roadway(s) as a No Parking Zone or otherwise designating parking restrictions.

(c) Handicap Space. It shall be unlawful to for any person to park any vehicle in a designated handicap space upon the District Roadways without a valid disability placard or license plate.

(d) Alleyways. It shall be unlawful for any person to park any vehicle upon the District Roadways comprised of alleyways, as designated in Exhibit 1.

(d)(e) Fire Lane. It shall be unlawful for any person to park any vehicle upon the District Roadways in designated fire lanelanes.

(e)(f) Obstruction of Traffic. It shall be unlawful for any person to park any vehicle upon the District Roadways in such manner or under such conditions as to:

(i) leave available less twenty (20) feet of width of the roadway for free movement of vehicular traffic; or

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(ii) prevent another vehicle from accessing a valid parking zone or the District Roadways.

(f)(g) Parking in Excess of Seventy-Two (72Forty-Eight (48) Hours.

(i) It shall be unlawful for any owner or operator of a vehicle to leave that vehicle parked in the same place upon the District Roadways continuously for a period in excess of seventy-two (72forty-eight (48) hours. A vehicle shall be considered in violation of this subsection if it has not been moved at least one hundred (100) feet during the seventy-twoforty-eight-hour period of time.

(ii) It shall be unlawful for the owner of an automobile junker to leave it parked upon the District Roadways for a period in excess of seventy-two (72forty-eight (48) hours, regardless of location. The seventy-twoforty-eight-hour time limit includes the cumulative time spent on any District Roadways. For purposes of this subsection, an automobile junker is defined as a vehicle which is:

(1) Apparently inoperable; and

(2) Extensively damaged, such damage including but not limited to any of the following: broken windows, windshields, or both; missing wheels, tires, motor, or transmission.

(g)(h) Parking in Opposite Direction of Traffic. It shall be unlawful for any person to park any vehicle upon the District Roadways in a direction that is opposite to the regular flow of traffic.

(h)(i) Landscaping. It shall be unlawful for any person to park any vehicle upon any landscaped area owned and maintained by the District, including but not limited to rock beds and xeriscape areas.

(i)(j) Flat Tire. It shall be unlawful for any person to park any vehicle upon the District Roadways with a flat tire in excess of seventy-two (72forty-eight (48) hours.

(j)(k) Vehicle Repair. It shall be unlawful for any person to park or operate a vehicle upon the District Roadways for the principal purpose of greasing, oiling, lubricating, painting or repairing such vehicle, except repairs necessary to remove the vehicle from the roadway, and which are required to be made because of an emergency.

(k)(l) Recreational Vehicles. It shall be unlawful for any person to park any house trailers, camping trailers, boat trailers, hauling trailers, boats or accessories thereto, self-contained motorized recreational vehicles or other types of recreational vehicles or equipment anywhere upon the District Roadway in excess of forty-eight (48) hours, regardless of location. The forty-eight-hour time limit includes the cumulative time spent on any District Roadways.

4. Towing, Fines and Immobilization.

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(a) Generally. The District reserves the right to have any vehicles parked on District Roadways in violation of these Rules and Regulations removed, towed or immobilized (including booting) at the owner’s cost and expense. Further, the District reserves the right to assess fines for parking violations against the vehicle owner. Except as otherwise provided in subsection 4.b below, any violation of these Rules and Regulations may result in immediate removal, towing or impoundment of the vehicle without prior notice to the owner or operator.

(b) Warning Citations. The District shall cause a warning citation to be issued for vehicles parked in violation of subsections 3.fg (Parking in Excess of Seventy-Two (72Forty-Eight (48) Hours), 3.ij (Flat Tire), 3.jk (Vehicle Repair) and 3.kl (Recreational Vehicles). In the event that the condition of violation continues for more than seventy-two (72forty-eight (48) hours following issuance of the citation, the District reserves the right to remove, tow or immobilize the vehicle at the owner’s cost and expense in accordance with subsection 4.a above.

5. Administrative Fee for Towing. The District may assess an administrative fee for towing, which fee shall be collected as part of the general towing fee paid to the tow lot operator and remitted to the District or, alternatively, assessed to the vehicle owner directly by the District.

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EXHIBIT 1

DISTRICT ROADWAYS