HomeMy WebLinkAbout2013-065-07/16/2013-AUTHORIZING THE CITY MANAGER TO EXECUTE THE 2013 OLD TOWN PLAZA MASTER AGREEMENT WITH RESTRICTIVE CO RESOLUTION 2013-065
OF THE COUNCIL OF THE CITY OF FORT COLLINS
AUTHORIZING THE CITY MANAGER TO EXECUTE THE 2013 OLD TOWN PLAZA
MASTER AGREEMENT WITH RESTRICTIVE COVENANTS BETWEEN
THE DOWNTOWN DEVELOPMENT AUTHORITY, PROGRESSIVE OLD TOWN
SQUARE, LLC AND THE CITY REGARDING MAINTENANCE OF OLD TOWN PLAZA
WHEREAS, the Downtown Development Authority (DDA) is the owner of certain real
property located in Fort Collins, Colorado, known as "Old Town Plaza," as shown on Exhibit "A"
attached and incorporated herein by reference; and
WHEREAS, the City is the owner of certain rights-of-way adjacent to Old Town Plaza
including Trimble Court Alley (collectively, the "Rights-of-Way") as shown on Exhibit A; and
WHEREAS, Progressive Old Town Square, LLC ("POTS") is the owner of certain real
property located adjacent to Old Town Plaza, as shown on Exhibit A; and
WHEREAS,on July 5, 1983,the DDA and Old Town Associates Ltd., POTS's predecessor
in title, entered into an agreement (the "Implementation Agreement") for the development of Old
Town Plaza and adjacent private property (the "Project") which set forth the duties and
responsibilities of each party in connection with the Project; and
WHEREAS, on October 29, 1993, the DDA, POTS and the City entered into an agreement
which set forth the rights and obligations of each party in connection with the Project and the Rights-
of-Way (the "1993 Agreement"), which superseded the Implementation Agreement in its entirety;
and
WHEREAS, on July 13, 2005, the DDA, POTS and the City executed an agreement that
established certain rights and responsibilities of the parties in connection with the use, operation,
maintenance and repair of Old Town Plaza while the parties worked on restructuring the 1993
Agreement (the "Interim Agreement") and, on April 21, 2010, executed the "Second Interim
Agreement"for the purpose of ratifying the performance of the parties from and after June 14, 2006
and establishing the rights and responsibilities of the parties through December 31, 2011; and
WHEREAS,on March 6,2012,the parties executed the"First Amendment to Second Interim
Agreement"for the purpose of extending the term of the Second Interim Agreement until December
14, 2014, unless prior to such time the parties had executed an agreement restructuring the 1993
Agreement; and
WHEREAS, the DDA contemplates making major renovations to Old Town Plaza in 2015
(the "Renovation Project"); and
WHEREAS,in contemplation of the Renovation Project,the DDA,the City and POTS wish
to enter into an agreement called the 2013 Old Town Plaza Master Agreement, a copy of which is
attached and incorporated herein as Exhibit `B" (the "2013 Agreement"); and
WHEREAS, the 2013 Agreement would supersede any and all provisions of the 1993
Agreement and amendments thereto, the Second Interim Agreement and the First Amendment to
Second Interim Agreement, and would set forth the continuing rights and financial obligations of
POTS regarding the maintenance,repair and replacement of the Old Town Plaza infrastructure; and
WHEREAS, the City Council is being asked to approve the 2013 Agreement because the
agreements it supersedes were approved by the City Council; and
WHEREAS, on June 13, 2013, the Board of Directors of the DDA adopted Resolution No.
2013-06 approving the 2013 Agreement and authorizing its execution by the Chairperson.
NOW, THEREFORE, BE IT RESOLVED BY THE COUNCIL OF THE CITY OF FORT
COLLINS that the City Manager is hereby authorized to execute the 2013 Agreement in substantially
the form attached as Exhibit B, together with such additional terms and conditions as the City
Manager, in consultation with the City Attorney, deems necessary or appropriate to protect the
interests of the City or to effectuate the purposes of this Resolution.
Passed and adopted at a regular meeting of the Council of the City of Fort Collins this 16th
day of July A.D. 2013.
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MONOExhibit C to 2013 Old Town Plaza Master Agreement dated PROJECiNO
, 2013 by and among The Fort Collins, Colorado, EXHIBIT C SNEETNO.
13�60.NMRBrNe. Sub�Hl Downtown Development Authority, the City of Fort Collins, OESGNEOBY. B. Lamc. WTE ,M-z,
FW "m. WaKo SM5 ORAV,NBY', N. b *r 6C4LE' I%W 1
TAi9702031$73 Colorado, and Progressive Old Town Square, LLC.
A.e.�yMe, Im �,, >PPROVEO BY. R. Meyar SHEET SUBSET: NONE TOiLL NUMEEeI
EXHIBIT " B "
2013 OLD TOWN PLAZA
MASTER AGREEMENT
WITH RESTRICTIVE COVENANTS
This 2013 OLD TOWN PLAZA MASTER AGREEMENT WITH RESTRICTIVE
COVENANTS ("2013 Agreement") is made and entered into this day of June, 2013 (the
"Effective Date") , by and among THE FORT COLLINS , COLORADO, DOWNTOWN
DEVELOPMENT AUTHORITY, a body corporate and politic established pursuant to Title 31 ,
Article 25 , Part 8 of the 1973 Colorado Revised Statutes, as amended, having its principal offices
at 19 Old Town Square, Suite 230, Fort Collins, Colorado 80524 (the "DDA" ) , the CITY OF
FORT COLLINS , COLORADO, a municipal corporation, having its principal offices at
300 LaPorte Avenue, Fort Collins, Colorado 80521 (the "City" ) , and PROGRESSIVE OLD
TOWN SQUARE, LLC, a Colorado limited liability company, having its principal offices at
5 Old Town Square, Suite 216, Fort Collins, Colorado 80524 ("POTS ") .
WITNESSETH :
WHEREAS , POTS is the owner of certain real property located in Old Town in the City
of Fort Collins, Larimer County, Colorado, more particularly described on Exhibit A attached
hereto and by this reference incorporated herein (the " Original Private Parcels " ) ; and
WHEREAS , the DDA is the owner of certain real property also located in Old Town in
the City of Fort Collins , Larimer County, Colorado, more particularly described on Exhibit B
attached hereto and by this reference incorporated herein (the "Original Old Town Plaza") ; and
WHEREAS , the City is the owner of certain rights-of-way adjacent to and abutting both
the Original Private Parcels and the Original Old Town Plaza including Trimble Court Alley as
depicted on Exhibit C attached hereto and by this reference incorporated herein (collectively, the
"Rights-of-Way") ; and
WHEREAS , on July 5 , 1983 , the DDA and Old Town Associates Ltd. , POTS '
predecessor in title, entered into an agreement (the "Implementation Agreement") for the
development of the Original Private Parcels and the Original Old Town Plaza (jointly the
"Project") which set forth the duties and responsibilities of each party in connection with the
Project; and
WHEREAS , on October 29 , 1993 , the DDA, POTS and the City entered into an
agreement which set forth the rights and obligations of each party in connection with the Project
and the Rights-of-Way (the " 1993 Agreement") , which 1993 Agreement superseded the
Implementation Agreement in its entirety; and
WHEREAS , on May 20, 1994, the parties entered into an amendment of the 1993
Agreement (the " 1994 Amendment Agreement") concerning the provision of electrical energy
supply to the lights, signs and appurtenant outlets for the Rights-of-Way, which the parties desire
(6/12/13) 1
to supersede in its entirety by this 2013 Agreement thereby relieving POTS of any liability for
provision of electrical energy in connection with the improvements in the Rights-of-Way; and
WHEREAS , on July 24, 1997 , the DDA , POTS and Old Town Square Properties, Inc .
entered into an agreement related to the use of Larimer County Enterprise Zone Monies in
connection with a pledge for a period of years of a donation to the DDA for Original Old Town
Plaza capital improvements, which agreement has expired and is no longer effective; and
WHEREAS , on August 14, 2000, the parties entered into an amendment of the 1993
Agreement which provided for certain payments for enhanced maintenance and capital
improvements for the Original Old Town Plaza, which agreement has expired and is no longer
effective; and
WHEREAS , the DDA, POTS and the City executed the Interim Agreement dated
July 13 , 2005 , which established certain rights and responsibilities of such parties in connection
with the use, operation, maintenance and repair of the Original Old Town Plaza; and
WHEREAS , the Interim Agreement granted to the DDA the right to manage the Original
Old Town Plaza, including any right to grant licenses and concessions to vendors, to schedule
use of the Original Old Town Plaza by third parties in connection with vending, promotional
activities or other private purposes, and the right to delegate such obligations to the Downtown
Fort Collins Business Association, a nonprofit corporation, formerly known as The Fort Collins ,
Colorado Downtown Business Association (the "DBA" ) pursuant to the DDA's written
agreement with the DBA regarding the same; and
WHEREAS , the Interim Agreement terminated on June 14, 2006 ; however, the parties
thereto continued to operate under the terms of the Interim Agreement; and
WHEREAS , the DDA, the DBA, POTS and the City executed the Second Interim
Agreement dated April 21 , 2010, for the purpose of ratifying the performance of the other parties
from and after June 14, 2006, and establishing the rights and responsibilities of the parties
through December 31 , 2011 ; and
WHEREAS , on March 6, 2012, the parties executed the First Amendment to Second
Interim Agreement for the purpose of extending the term of the Second Interim Agreement for
an additional two (2) year period through December 31 , 2013 , and to provide for an automatic
extension to December 14, 2014, unless prior to such time the parties had executed an agreement
restructuring the 1993 Agreement; and
WHEREAS , in contemplation of the negotiation and drafting of this 2013 Agreement, the
DDA commissioned the Old Town Square Condition Evaluation Infrastructure Maintenance
Cost Study (the "Cost Study") , which was completed by Ditesco , LLC, in September, 2012, for
the purpose of evaluating the existing condition and lifecycle of the infrastructure of the Original
Old Town Plaza including pavement components, electrical systems, fountain support systems ,
signs and sign supports, drainage systems and architectural and landscaping components and,
(6/12/13) 2
further, for the purpose of defining the extent and cost of current maintenance needs , future
routine maintenance and future repairs and replacements of such infrastructure; and
WHEREAS , pursuant to the Cost Study, the DDA has incurred costs for maintenance of
the infrastructure of the Original Old Town Plaza during calendar years 2006 through 2011 in the
amount of Three Hundred Seven Thousand Two Hundred Seventy-two Dollars ($307 ,272) ; and
WHEREAS , the Cost Study identified the current maintenance needs for the
infrastructure of the Original Old Town Plaza and concluded that the 2012 present worth costs to
complete such maintenance is approximately Two Hundred Twenty-two Thousand Dollars
($222,000) ; and
WHEREAS , the Cost Study also identified the future maintenance, repair and
replacement needs of the infrastructure of the Original Old Town Plaza for calendar years 2012
through 2018 and concluded that the cost to complete such future maintenance, based on the
2012 present worth costs estimates, to be approximately One Million Five Hundred
Seventy-three Thousand Dollars ($ 1 ,573 ,000) ; and
WHEREAS , concurrent with the execution of this 2013 Agreement, the DDA and POTS
executed a Contract to Buy and Sell Real Estate (the "Purchase Contract"), wherein POTS
agreed to sell, and the DDA agreed to purchase from POTS , one of the Original Private Parcels
more particularly described on Exhibit D attached hereto and by this reference incorporated
herein (the "Kiosk") for the sum of One Hundred Twenty-one Thousand Two Hundred
Forty-three Dollars ($ 121 ,243) (the "Purchase Price") ; and
WHEREAS , upon closing of the purchase and sale of the Kiosk, the area of the Original
Private Parcels and the Original Old Town Plaza shall be amended to reflect the change in
ownership of the Kiosk, with the amended legal descriptions of such areas being set forth on
Exhibit E (the "Amended Private Parcels") and Exhibit F (the "Expanded Old Town Plaza") ,
which exhibits are attached hereto and by this reference incorporated herein; and
WHEREAS , the DDA contemplates making major renovations to the Expanded Old
Town Plaza in 2015 which conceptually consist of those items described on Exhibit G attached
hereto and by this reference incorporated herein (the "2015 OTS Improvements") ; and
WHEREAS , in contemplation of the 2015 OTS Improvements and the purchase and sale
of the Kiosk, the parties desire to enter into this 2013 Agreement which supersedes certain prior
agreements and sets forth the continuing rights and obligations of the parties regarding the
maintenance, repair and replacement of the Expanded Old Town Plaza infrastructure; and
WHEREAS , the "Effective Date" of this 2013 Agreement shall be the date set forth
above.
NOW, THEREFORE, for and in consideration of the above premises and the within
terms and conditions , the parties hereto agree as follows :
(6/1v13) 3
1 .0 SUPERSEDE 1993 AGREEMENT, 1994 AMENDMENT AGREEMENT, SECOND
INTERIM AGREEMENT AND FIRST AMENDMENT TO SECOND INTERIM
AGREEMENT
This 2013 Agreement shall supersede any and all provisions of the 1993 Agreement, the
1994 Amendment Agreement, the Second Interim Agreement and the First Amendment to
Second Interim Agreement.
2.0 MAINTENANCE AND MANAGEMENT OF PUBLIC IMPROVEMENTS
2 . 1 DDA and City Obligations .� From and after the Effective Date, the DDA and the City
shall be responsible for the management, maintenance, repair and replacement of the Expanded
Old Town Plaza and the Rights-of-Way (the "Maintenance/Repair Responsibilities") in
accordance with one or more intergovernmental agreements to be executed between them. The
parties acknowledge that concurrently with the execution of this 2013 Agreement, the City and
the DDA will execute the "Intergovernmental Agreement Regarding Maintenance of Old Town
Plaza" (the "2013 IGA), setting forth the obligations of the City and the DDA in connection with
the maintenance, repair and replacement of the Expanded Old Town Plaza infrastructure in 2013 ,
2014 and, potentially, 2015 and further memorializing the intention of the City and the DDA to
enter into future intergovernmental agreements providing for the continuation of such Expanded
Old Town Plaza obligations once the 2015 OTS Improvements are completed. Although it
understands and acknowledges that it is not a third-party beneficiary to the 2013 IGA and that
the City and the DDA have the right in their sole discretion to revise the IGA and to execute
future intergovernmental agreements regarding such obligations, POTS represents that it has
relied in good faith upon the City's and the DDA's commitment to continue maintenance of the
Expanded Old Town Plaza in accordance with the provisions of the 2013 IGA.
2 . 2 POTS ' Obligations. From and after the Effective Date, and except as expressly
provided in Section 3 .0 hereinafter, POTS shall have no obligation for any of the
Maintenance/Repair Responsibilities , nor shall it be responsible for paying any utility charges in
connection with the Expanded Old Town Plaza or the Rights-of-Way.
3 .0 POTS ' MAINTENANCE PAYMENTS
3 . 1 POTS ' Maintenance Payments . Commencing as of March 15 , 2013 , and
continuing on the fifteenth ( 15t') day of each month thereafter during the term hereof, subject to
the provisions of Section 3 . 2 below, POTS shall make a monthly payment to the City in the
amount set forth on Exhibit H attached hereto and by this reference incorporated herein
("Schedule of POTS ' Maintenance Payments") as POTS ' share of the cost to perform the
Maintenance/Repair Responsibilities during the term of this 2013 Agreement (the "POTS '
Maintenance Payments") . The amount of the POTS ' Maintenance Payments shall be increased
annually by three percent (3 %) in accordance with the Schedule of POTS ' Maintenance
Payments.
3 .2 Adjustments to POTS ' Maintenance Payments In Lieu of Payment of the
Purchase Price. In accordance with the terms set forth in the Purchase Contract, the DDA and
(6/12/13)
POTS agree to the following adjustments to the POTS ' Maintenance Payments in lieu of a cash
payment from the DDA to POTS for the Purchase Price under the Purchase Contract:
3 .2. 1 Recognizing that the construction activities associated with the 2015 OTS
Improvements will mean minimal maintenance required for the Expanded
Old Town Plaza in 2015 , the parties agree that POTS shall not be required
to make its POTS ' Maintenance Payments for 2015 . Brian Soukup
("Soukup") , a principal in POTS , has sent a letter to the DDA, a copy of
which is attached hereto as Exhibit I and by this reference incorporated
herein (the "Donation Letter"), which states POTS ' intention to donate an
amount equal to the sum of such monthly payments (i .e. $61 ,525 . 32) to
the DDA in one or more payments during 2014 provided that the DDA
agrees that any such donations shall be used solely for capital
improvements to the Expanded Old Town Plaza. The DDA hereby agrees
that if any such donation is made, it shall be used only for capital
improvements to the Expanded Old Town Plaza. The DDA acknowledges
that a donation to the DDA is eligible for an Enterprise Zone tax credit
and, upon any such donation, agrees to execute the enterprise zone tax
credit authorization by the Larimer County, Colorado Enterprise Zone
Administrator.
3 .2.2 The parties agree that the POTS ' Maintenance Payments towards the
Maintenance/Repair Responsibilities shall terminate upon POTS making
the monthly payment due December 15 , 2016, and that the total amount of
the 2017 and 2018 POTS ' Maintenance Payments (i.e. $65 ,272 .21 and
$55 ,970. 66, respectively, as shown on Exhibit H) shall be credited to the
Purchase Price owed by the DDA in the same amount.
3 . 2. 3 Prior to and during the construction of the 2015 OTS Improvements, the
DDA agrees to periodically meet with POTS to receive input on the design
and construction of such improvements.
4.0 TERMINATION OF 1983 DECLARATION
The parties acknowledge that a material consideration of this 2013 Agreement is the
concurrent termination and release of the Declaration of Covenants , Conditions , Restrictions and
Easements for the Old Town Project, filed of record with the Clerk and Recorder of Larimer
County, Colorado on July 14, 1983 , in Book 2228 at Page 0762 (Reception No . 516636) , and
the Amendment thereto filed of record with the Clerk and Recorder of Larimer County, Colorado
on March 20, 1984, in Book 2264 at Page 0116 (Reception No . 556240) (jointly the
" 1983 Declaration"), thereby releasing the Expanded Old Town Plaza from the 1983 Declaration
so that, except as otherwise set forth in Section 5 .0 hereof, the management and control of the
Expanded Old Town Plaza shall be solely within the province of the DDA, subject only to the
City' s police powers in connection therewith.
(6/12/13) 5
5 .0 RESTRICTIVE COVENANTS ON EXPANDED OLD TOWN PLAZA
5 . 1 Materially Competing Vending Operations , The DDA agrees that it shall neither
engage in, nor permit, the vending of any goods within the Expanded Old Town Plaza which
materially compete with goods offered by any business located in a building within the Amended
Private Parcels and abutting the Expanded Old Town Plaza ("Abutting Buildings") . In defining
whether a food and/or beverage vending operation materially competes with a business in the
Abutting Buildings, consideration shall be given, among other factors, to the hours of operation
and the number of different products offered by such business in the Abutting Buildings. By
way of example, but not limitation, an ice cream vendor would be a materially competing
vending operation if a business in the Abutting Buildings included an ice cream parlor. An
example of what would not constitute a materially competing vending operation would be a
pizza vendor when a business in the Abutting Buildings included pizza as one of many food
offerings . The parties hereto expressly agree that the restrictions contained in Sections 5 . 1
and 5 . 2 shall survive the expiration of this 2013 Agreement, as set forth in Section 9.0 below,
and shall constitute covenants running with the land and be binding upon, and inure to the
benefit of, all parties having any right, title or interest in the described property or any part
thereof, and their respective successors and assigns, in perpetuity, unless said restriction is lifted
by written agreement of the parties hereto, or their respective successors and assigns . POTS
agrees that, except as otherwise provided in Section 16 .0 hereinafter, the DDA shall not be
subject to any monetary damages for a violation of this Section 5 .0, but rather remedies for
violation shall be limited to injunctive or other equitable relief.
5 .2 The DDA agrees that it shall not limit access to the public through the Expanded
Old Town Plaza subject only to periodic events and activities which may temporarily require any
such limitation (e. gl construction of 2015 OTS Improvements or special events) . The parties
acknowledge that the Expanded Old Town Plaza is also subject to the police power of the City
and that the City, by Ordinance No . 162 , 2002 has limited the hours of operation of Old Town
Plaza to between 6 :00 a.m. and 2:00 a.m. In addition, the DDA recognizes that POTS , as owner
of the Abutting Buildings, will need to access the Expanded Old Town Plaza to maintain and
repair the Abutting Buildings. The DDA agrees that POTS shall have reasonable access to the
Expanded Old Town Plaza for such purposes subject only to the DDA's rights to limit such
access to that needed for such purposes and to ensure that such access occurs at times that do not
unreasonably disrupt or interfere with other activities on the Expanded Old Town Plaza.
6 .0 RULES AND REGULATIONS
The DDA has adopted rules and regulations governing the Expanded Old Town Plaza,
which rules and regulations are set forth on Exhibit J attached hereto and by this reference
incorporated herein (the "DDA Rules and Regulations for Expanded Old Town Plaza") . The
DDA shall have the right to amend such DDA Rules and Regulations for Expanded Old Town
Plaza from time to time as it, in its sole discretion, shall deem appropriate.
(6/12/13) 6
7 .0 CONSENT OF DBA
The DBA is signing this 2013 Agreement solely for the purpose of consenting to
Section 1 . 0 hereof and the DBA specifically consents to the superseding of the Second Interim
Agreement and the First Amendment to Second Interim Agreement.
8 . 0 INDEMNIFICATION
POTS , its successors and assigns, agrees to indemnify, save harmless and defend the
DDA and the City, their officers, agents and employees from any and all liability, suits, actions,
claims, demands, losses, costs, damages and expenses of every kind and description for claims of
any character, including liability and expenses in connection with the loss of life, personal injury
or damage to property, or any of them, brought because of any injuries or damages received or
sustained by any person, persons or property on account of or arising out of the operation of the
Amended Private Parcels occasioned wholly or in part by any act or omission on POTS ' part or
on the part of its tenants, agents, contractors, invitees or employees or at any time occurring on,
at or in the Amended Private Parcels. This requirement shall apply with equal force to work
performed by POTS, an architect, contractors or any subcontractors or any other party directly or
indirectly employed by or retained by POTS . Nothing herein shall be deemed to indemnify the
DDA and the City, their officers, agents or employees against their own acts or failure to act nor
shall POTS or its successors and assigns be liable for any acts of its tenants or invitees, not
caused by POTS ' own acts or failure to act, occurring in the Expanded Old Town Plaza. The
DDA and the City agree that they shall each be responsible for their own negligence and that of
their agents, employees and contractors at any time occurring on, at or in the Expanded Old
Town Plaza.
9.0 TERM
The term of this 2013 Agreement shall commence upon the execution hereof and
continue through October 29, 2018 .
10. 0 CONTINGENCY
This 2013 Agreement is contingent upon the occurrence of all of the following events no
later than the Closing Date: (i) the approval by resolution of the Board of Directors of the DDA
(the "DDA Board") of this 2013 Agreement and the Purchase Contract and the DDA' s execution
of this 2013 Agreement and the Purchase Contract; (ii) the approval by resolution of the City
Council of the City ("City Council") of this 2013 Agreement and its execution by the City; and
(iii) the complete termination and release of the 1983 Declaration. In the event that all such
contingencies are not satisfied within the required timeframe, this 2013 Agreement shall
thereupon be null and void and of no further effect.
(6/12/13) 7
11 .0 COLORADO LAW
This Agreement shall be governed by, and its terms construed under, the laws of the State
of Colorado .
12.0 NOTICES
All notices which may be given to parties hereunder shall be in writing and shall be sent
by registered or certified mail to the addresses specified below:
DDA : THE FORT COLLINS , COLORADO,
DOWNTOWN DEVELOPMENT AUTHORITY
Attn : Executive Director
19 Old Town Square, Suite 230
Fort Collins , CO 80524
With a copy to : Liley, Rogers & Martell, LLC
Attn: Lucia A. Liley, Esq.
300 S . Howes Street
Fort Collins , CO 80521
CITY : CITY OF FORT COLLINS
Attn:
300 LaPorte Avenue
Fort Collins, CO 80521
With a copy to : City of Fort Collins
Attn: City Attorney
300 LaPorte Avenue
Fort Collins, CO 80521
POTS : PROGRESSIVE OLD TOWN SQUARE, LLC
Attn: Brian T. Soukup, Member
5 Old Town Square, Suite 216
Fort Collins, CO 80524
With a copy to : Hasler, Fonfara and Goddard LLP
Attn: Timothy W. Hasler, Esq.
125 South Howes Street, 6t' Floor
Fort Collins, CO 80521
DBA: DOWNTOWN FORT COLLINS
BUSINESS ASSOCIATION
Attn: Executive Director
19 Old Town Square, Suite 230
Fort Collins, CO 80524
(6/12/13) 8
13 .0 COUNTERPARTS
This 2013 Agreement may be executed in multiple counterparts, each of which shall
constitute an original, but all of which, taken together, shall constitute one and the same
document.
14.0 BENEFIT AND BINDING EFFECT
All conditions, rights, privileges, duties, covenants and obligations contained herein shall
be binding upon, inure to the benefit of, and be enforceable by, the parties hereto, and their
respective successors and assigns.
15 .0 REMEDIES
15 . 1 In General. In the event of any default in or breach of this 2013 Agreement or
any of its terms or conditions by any party hereto or any successor in interest to such party, such
party (or successor) shall, upon written notice from the other, proceed immediately to cure or
remedy such default or breach, and, in any event, shall cure any such default or breach within
sixty (60) days of receipt of such notice. In case such action is not taken or is not diligently
pursued or the default or breach cannot be cured or remedied within the aforesaid time, the
aggrieved party may institute such proceedings as may be necessary or desirable, in its opinion,
to cure the default or breach, including, but not limited to, proceedings to compel specific
performance by the party in default or breach of its obligations .
15 .2 Other Rights and Remedies of DDA and City — No Waiver by Delay. POTS , the
J.
DDA and the City shall each have the right to institute such actions or proceedings as they may
deem desirable for effectuating the purposes of this 2013 Agreement, provided that any delay by
any party hereto in instituting or prosecuting any such actions or proceedings or otherwise
asserting their rights under this section shall not operate as a waiver of such rights or to deprive
them of or to limit such rights in any way (it being the intent of this provision that the DDA and
the City should not be constrained so as to avoid the risk of being deprived or limited in the
exercise of the remedy provided in this section because of concepts of waiver, laches or
otherwise) to exercise such remedy at a time when they may still hope otherwise to resolve the
problems created by the default involved; nor shall any waiver in fact made by the DDA or the
City, with respect to any specific default by the owner under this section, be considered or
treated as the waiver of the rights of the DDA or the City, with respect to any other defaults by
the owner under this section or with respect to the particular default, except to the extent
specifically waived in writing.
15 . 3 Rights and Remedies Cumulative. The rights and remedies of the parties to this
2013 Agreement, whether provided by law or provided by the 2013 Agreement, shall be
cumulative, and the exercise by any party of any one or more of such remedies shall not preclude
the exercise by it at the same or different times of any other such remedies for the same event of
default or breach by any other party. No waiver made by any such party, with respect to the
performance or manner or time thereof or any obligation of any other party or any condition to
(6/12/13) 9
its own obligation under the 2013 Agreement, shall be considered a waiver of any rights of the
party making the waiver or any other obligations of any other party.
16 .0 ATTORNEYS ' FEES AND COSTS
In the event of any litigation arising out of this 2013 Agreement, the Court shall award
costs and reasonable attorneys ' fees to the party that substantially prevails in such litigation.
17 .0 SEVERABII.ITY
If any provision of this 2013 Agreement is held invalid, the remainder of the 2013
Agreement shall not be affected thereby, and shall continue to bind the parties hereto.
(6/12/13) 10
IN WITNESS WHEREOF, the parties have executed this 2013 Agreement as of the date
written above.
CITY OF FORT COLLINS , COLORADO ,
a municipal corporation
By:
Darin Atteberry, City Manager
ATTEST :
City Clerk
APPROVED AS TO FORM :
Assistant City Attorney
STATE OF COLORADO )
ss .
COUNTY OF LARIMER )
The foregoing 2013 Agreement was acknowledged before me this day of June,
2013 , by Darin Atteberry, as City Manager, and , as City Clerk, of
the CITY OF FORT COLLINS . COLORADO, a municipal corporation.
Witness my hand and official seal .
My commission expires :
Notary Public
(6/12/13) 11
THE FORT COLLINS , COLORADO,
DOWNTOWN DEVELOPMENT AUTHORITY,
a body corporate and politic
By: o �
ATTEST:
Janet Br all, Secre ary
STATE OF COLORADO )
ss .
COUNTY OF LARIMER )
The foregoing instrument was acknowledged before me this day of June, 2013 , by
Joffy S . Kenaoi, as dairpe`rson, and Janet Bramhall, as Secretary, of THE FORT COLLINS ,
COLORADO, DOWNTOWN DEVELOPMENT AUTHORITY, a body corporate and politic .
Witness my hand and official seal.
My commission expires : ' -" . 6 ,be
?�15�
APR PPoe ub is
i810,
JOANNA M.
STONE
MY COMMISSION EXPIRES:
February 6, 2015
(6/ 12/ 13) 12
PROGRESSIVE OLD TOWN SQUARE, LLC, a
Colorado limited liabili company
��
By:
Bria T. Soukup, Me er
STATE OF COLORADO )
ss .
COUNTY OF LARIMER )
The foregoing 2013 Agreement was acknowledged before me this day of June,
2013 , by Brian T. Soukup, as Member of Progressive Old Town Square, LLC, a Colorado
limited liability company.
Witness my hand and official seal. ���` ,�, HA /V&%
My commission expires : / I l/ O I i,r o1 A R Y *'?
O
5 Ns. pUgL
e
Notary Public i 0 tt00;
(6/12/13) 13
CONSENT OF DBA
By signing below, the DBA consents to the superseding of the Second Interim Agreement
and the First Amendment to Second Interim Agreement.
DOWNTOWN FORT COLLINS BUSINESS
ASSOCIATION, a Colorado nonprofit corporation
By: (2
Presi nt
Name: � 'G "J /�- . / I -PJcS
(please print)
STATE OF COLORADO )
ss .
COUNTY OF LARIMER )
.i4
The foregoing, 2013 Agreement was acknowledged before me this 'K _ day of June,
2013 , by efe Q , as President of Downtown Fort Collins Business Association, a
Colorado nonprofit corporation.
Witness my hand and official seal.
My commission expires : !_.
APR pve otary blic
JOANNA M.
STONE
MY COMMISSION EXPIRES:
February 6. 2015
(6/12/13) 14
EXHIBIT A
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado ,
Downtown Development Authority, the City of Fort Collins , Colorado ,
and Progressive Old Town Square, LLC
Legal Description of
Original Private Parcels
PARCEL I:
Lots A, 17 , 16 , 15 , and 14 and portions of Lots 13 , 12, 11 , and 10 in Block 19 in
the City of Fort Collins , and portions of the abandoned Linden Street in the City
of Fort Collins , according to the recorded Plats thereof, County of Larimer, State
of Colorado , being described as follows : beginning at the Southwest Corner of
Block 18 in the City of Fort Collins , County of Larimer, State of Colorado ; thence
N 89 degrees 57 ' 40" E 59.79 feet; thence N 41 degrees 16 ' 20" E 91 . 31 feet;
thence S 46 degrees 46 ' 00" E 65 .06 feet to the true Point of Beginning; thence S
41 degrees 16 ' 20" W 15 .00 feet; thence S 23 degrees 01 ' 15" E 13 . 82 feet; thence
N 89 degrees 57 ' 40" E 162. 21 feet; thence N 0 degrees 19 ' 47" W 14.24 feet;
thence N 89 degrees 40 ' 13" E 4.00 feet; thence N 44 degrees 40 ' 13 " E 14. 15 feet;
thence N 0 degrees 19 ' 47" W 76 . 00 feet; thence N 45 degrees 19 ' 47" W 14. 15
feet; thence S 89 degrees 40 ' 13" W 4.00 feet ; thence N 0 degrees 19 ' 47" W 30.04
feet; thence N 87 degrees 43 ' 49" W 8 .09 feet; thence S 41 degrees 33 ' 28" W 0. 95
feet; thence N 48 degrees 43 ' 40" W 3 .54 feet ; thence S 86 degrees 16 ' 20" W
15 .00 feet; thence S 41 degrees 16 ' 20" W 20.51 feet ; thence S 3 degrees 43 '40" E
7 .50 feet; thence S 86 degrees 16 ' 20" W 27 . 53 feet ; thence S 41 degrees 16 ' 20"
W 129 .29 feet; thence N 46 degrees 46 ' 00" W 6 . 51 feet to the True Point of
Beginning.
PARCEL H:
Portions of Lots 18, 19 , 20 and 21 in Block 19 in the City of Fort Collins and a
portion of the abandoned alley between Linden and Walnut Streets in said Block
19 , according to the recorded Plat thereof, County of Larimer, Sate of Colorado,
being described as follows : beginning at the Northeast Corner of Block 18 , in the
City of Fort Collins , County of Larimer, State of Colorado , thence S 48 degrees
43 ' 30" E 100. 00 feet to the True Point of Beginning; thence S 41 degrees 3 ' 6" W
78 .57 feet; thence S 1 degree 7 ' 10" E 7 .72 feet; thence S 61 degrees 8 ' 0" E 12 . 58
feet; thence S 28 degrees 52 ' 0" W 10. 67 feet; thence S 12 degrees 7 ' 12" E 8 . 39
feet; thence S 61 degrees 8 ' 0" E 26.25 feet; thence N 88 degrees 56 ' 11 " E 12. 69
feet; thence N 28 degrees 52 ' 0" E 10.67 feet; thence S 61 degrees 8 ' 0" E 11 .50
feet; thence N 41 degrees 41 ' 6" E 32 .45 feet; thence S 48 degrees 18 ' 54" E 14.67
feet; thence N 65 degrees 27 ' 17" E 5 . 52 feet ; thence N 40 degrees 26 ' 27" E 32 .55
feet ; thence N 48 degrees 43 ' 40" W 87 .47 feet to the True Point of Beginning.
PARCEL III:
Portions of Lots 10, 11 and 12 in Block 19 in the City of Fort Collins , according
to the recorded Plats thereof, County of Larimer, State of Colorado being
described as follows : beginning at the Southwest Corner of Block 18 in the City
of Fort Collins , County of Larimer, State of Colorado ; thence N 89 degrees
57 ' 40"E 375 . 13 feet to the True Point of Beginning; thence N 0 degrees 8 ' 47" E
14 .00 feet; thence S 89 degrees 57 ' 40" W 4. 00 feet; thence N 45 degrees 2 ' 20" W
14 . 15 feet; thence N 0 degrees 2 ' 20" W 75 .28 feet ; thence N 44 degrees 57 ' 40" E
14. 15 feet; thence N 89 degrees 57 ' 40" E 41 . 16 feet; thence S 45 degrees 2 ' 20" E
18 .08 feet; thence S 0 degrees 2 ' 20" E 96 .51 feet; thence S 89 degrees 57 ' 40" W
50.00 feet to the True Point of Beginning.
PARCEL IM
A portion of the abandoned Linden Street at Block 18 , 19 , in the City of Fort
Collins, according to the recorded Plats thereof, County of Larimer, State of
Colorado, being described as follows : beginning at the Northeast corner of said
Block 18 ; thence S 48 degrees 43 ' 30" E 50.00 feet; thence S 41 degrees 16 ' 20" W
34. 35 feet; thence N 48 degrees 43 ' 40" W 3 . 38 feet to the True Point of
Beginning; thence N 48 degrees 43 ' 40" W 11 . 14 feet; thence S 86 degrees 16 ' 30"
W 9 .24 feet; thence S 41 degrees 16 ' 20" W 11 . 14 feet; thence S 3 degrees 43 ' 40"
E 19 .24 feet; thence S 48 degrees 43 ' 40" E 11 . 14 feet; thence N 86 degrees
16 ' 20" E 9.24 feet; thence N 41 degrees 16 ' 20" E 11 . 14 feet; thence N 3 degrees
43 ' 40" W 19 . 24 feet to the True Point of Beginning.
PARCEL V :
Lots 23 , 24, 25 , 26 , 27, 28 and 29 of Block 18 in the City of Fort Collins and a
portion of the abandoned Linden Street, City of Fort Collins, according to the
recorded Plats thereof, County of Larimer, State of Colorado being described as
follows : beginning at the Southwest Corner of said Block 18 , thence N 89
degrees 57 ' 40" E 59 .79 feet; thence N 41 degrees 16 ' 20" E 211 . 31 feet to the
True Point of Beginning ; thence N 48 degrees 43 '40" W 18 .02 feet; thence N 3
degrees 43 ' 40" W 7 .07 feet; thence N 48 degrees 43 ' 40" W 18 . 65 feet; thence N
0 degrees 00' 00" E 232 . 86 feet; thence S 48 degrees 43 ' 30" E 196 . 60 feet; thence
S 41 degrees 16 ' 20" W 150.00 feet; thence S 48 degrees 43 ' 40" E 6 . 50 feet;
thence S 3 degrees 43 ' 40" E 11 . 55 feet; thence S 41 degrees 16 ' 20" W 5 . 83 feet;
thence S 86 degrees 16 ' 20" W 22. 63 feet to the True Point of Beginning.
PARCEL VI:
Lots 7 and 8 , and portions of Lots 6 and 30 of Block 18 in the City of Fort Collins
and a portion of the abandoned Linden Street in the City of Fort Collins ,
according to the recorded Plats thereof, County of Larimer, State of Colorado
being described as follows : beginning at the Southwest Corner of said Block 18 ;
thence N 89 degrees 59 ' 40" E 59 .79 feet; thence N 41 degrees 16 ' 20" E 91 . 31
feet to the True Point of Beginning; thence S 46 degrees 46 ' 0" E 5 . 81 feet; thence
N 86 degrees 16 ' 20" E 8 . 29 feet; thence N 41 degrees 16 ' 20" E 14. 15 feet ; thence
N 3 degrees 43 ' 40" W 2. 83 feet; thence N 48 degrees 43 ' 40" W 9 .67 feet; thence
N 41 degrees 12 ' 20" E 3 .51 feet; thence N 86 degrees 16 ' 20" E 8 .48 feet; thence
N 41 degrees 16 ' 20" E 56. 16 feet ; thence N 3 degrees 43 ' 40" W 25 . 97 feet;
thence N 48 degrees 43 ' 40" W 12 .98 feet; thence S 41 degrees 16 ' 20" W 6.00
feet; thence N 48 degrees 43 ' 40" W 18 . 85 feet; thence N 90 degrees 00' 00" W
121 . 70 feet; thence S 0 degrees 00' 00" W 26.24 feet; thence S 48 degrees 43 ' 40"
E 118 . 35 feet to the True Point of Beginning.
EXHIBIT B
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado,
Downtown Development Authority, the City of Fort Collins, Colorado,
and Progressive Old Town Square, LLC
Legal Description of
Original Old Town Plaza
A part of Blocks 18, 19, and Linden Street in the City of Fort Collins, according
to the recorded plats thereof, County of Larimer, State of Colorado being
described as follows : beginning at the Southwest Corner of said Block 18 ; thence
N 89057 ' 40" E 59. 79 feet; thence N 41 ° 16 ' 20" E 91 .31 feet to the True Point of
Beginning; thence S 48 °43 ' 40" E 6. 00 feet; thence N 86° 16 ' 20" E 8 . 01 feet;
thence N 41 ° 16 ' 20" E 14. 15 feet; thence N 03 °43 ' 40" W 2 . 83 feet; thence N
48043 '40" W 9.67 feet; thence N 41 ° 12 '20" E 3 . 51 feet; thence N 86° 16 ' 20" E
8 .48 feet; thence N 41 ° 16 ' 20" E 56 . 16 feet; thence N 03 °43 ' 40" W 25 . 97 feet;
thence N 48°43 '40" W 12.98 feet; thence S 41 ° 16 ' 20" W 6 .00 feet; thence N
48043540" W 18 . 85 feet; thence N 56°53 ' 05" E 20. 77 feet; thence N 00°00 ' 00" E
6 .65 feet; thence S 48043 940" E 18 . 65 feet; thence S 03043 540" E 7 . 07 feet;
thence S 48 °43 ' 40" E 18 . 02 feet; thence N 86° 16920" E 22 . 63 feet; thence N
41016 ' 20" E 5 . 83 feet; thence N 03 °43 '40" W 11 . 55 feet; thence N 48043 ' 40" W
6 . 50 feet; thence N 41 ° 16 ' 20" E 150. 00 feet; thence S 48 °43 ' 30" E 99 . 98 feet;
thence S 41003 506" W 78 .57 feet; thence S 01 °07 ' 10" E 7 .72 feet; thence S
61008 ' 00" E 12. 58 feet; thence S 28°52 ' 00" W 10. 67 feet; thence S 12°07 ' 12" E
8 .39 feet; thence S 61008 ' 00" E 26.25 feet; thence N 88056911 " E 12 . 69 feet;
thence N 28 ° 52 ' 00" E 10.67 feet; thence S 61008900" E 11 .50 feet; thence N
41041 ' 06" E 32 .45 feet; thence S 48 ° 18 ' 54" E 14.67 feet; thence N 65 °27 ' 17" E
5 . 52 feet; thence N 40°26 ' 27" E 32 . 55 feet; thence S 48 43 ' 30" E 48 . 71 feet;
thence S 89°38 ' 03 " W 45 .24 feet; thence S 67024 ' 18" W 18 .40 feet; thence S
01006 ' 40" W 19 . 80 feet; thence S 42°44531 " W 15 .67 feet; thence N 45 °02 ' 20"
W 14. 15 feet; thence S 89°57 ' 40" W 41 . 16 feet; thence S 44°57 ' 40" W 14. 15
feet; thence S 00°02 ' 20" E 75 .28 feet; thence S 45002 ' 20" E 14. 15 feet; thence N
89057 ' 40" E 4. 00 feet; thence S 00°08947" W 14. 00 feet; thence S 89°57 ' 40" W
49 .99 feet; thence N 00° 19 ' 47" W 14.24 feet; thence N 89°40 ' 13 " E 4. 00 feet;
thence N 44°40 ' 13 " E 14. 15 feet; thence N 00° 19 '47" W 76 . 00 feet; thence W
45019947" W 14. 15 feet; thence S 89'40 ' 13 '5 W 4.00 feet; thence N 00' 19 ' 47" W
30. 04 feet; thence N 87 °43 ' 49" W 8 . 09 feet; thence S 41033 ' 28" W 0.95 feet;
thence N 48043 ' 40" W 3 . 54 feet; thence S 86° 16 ' 20" W 15 . 00 feet; thence S
41016920" W 20. 51 feet; thence S 03043 '40" E 7 . 50 feet; thence S 86016 ' 20" W
27 . 53 feet; thence S 41 ° 16 '20" W 129 .29 feet; thence N 46*46900" W 71 . 57 feet
to the True Point of Beginning; excluding a part of Linden Street in the City of
Fort Collins, County of Larimer, State of Colorado being described as follows :
beginning at the Northeast Corner of said Block 18 (most easterly corner) ; thence
S 48043130" E 50. 00 feet; thence S 41016 ' 20" W 34. 35 feet; thence N 48043 ' 40"
W 3 . 38 feet to the True Point of Beginning; thence N 48°43 ' 40" W 11 . 14 feet;
thence S 86016 ' 20" W 9 .24 feet; thence S 41 ° 16 ' 20" W 11 . 14 feet; thence S
03043 ' 40" E 19 .24 feet; thence S 48043 ' 40" E 11 . 14 feet; thence N 86016 ' 20" E
9 .24 feet; thence N 41016 ' 20" E 11 . 14 feet; thence N 03 °43 '40" W 19 .24 feet to
the True Point of Beginning.
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dit®SCo Exhibit C to 2013 Old Town Plaza Master Agreement dated
2013 by and among The Fort Collins, Colorado, EXHIBIT C
,n.aww,pwa.. ;r,m Downtown Development Authority, the City of Fort Collins, LEW,
Colorado, and Progressive Old Town Square, LLC. f 4 WA iM[•IaYaYI Md,( TaiLL MWs11
EXHIBIT D
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado,
Downtown Development Authority, the City of Fort Collins , Colorado ,
and Progressive Old Town Square, LLC
Kiosk Legal Description
PARCEL IV :
A portion of the abandoned Linden Street at Block 18, 19 , in the City of Fort
Collins, according to the recorded Plats thereof, County of Larimer, State of
Colorado, being described as follows : beginning at the Northeast corner of said
Block 18 ; thence S 48 degrees 43 ' 30" E 50.00 feet; thence S 41 degrees 16 ' 20" W
34. 35 feet ; thence N 48 degrees 43 ' 40" W 3 . 38 feet to the True Point of
Beginning; thence N 48 degrees 43 ' 40" W 11 . 14 feet ; thence S 86 degrees 16 ' 30"
W 9 .24 feet; thence S 41 degrees 16 ' 20" W 11 . 14 feet; thence S 3 degrees 43 '40"
E 19.24 feet; thence S 48 degrees 43 ' 40" E 11 . 14 feet ; thence N 86 degrees
16 ' 20" E 9. 24 feet; thence N 41 degrees 16 ' 20" E 11 . 14 feet ; thence N 3 degrees
43 '40" W 19 . 24 feet to the True Point of Beginning.
EXHIBIT E
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado,
Downtown Development Authority, the City of Fort Collins, Colorado,
and Progressive Old Town Square, LLC
Legal Description of
Amended Private Parcels
PARCEL I:
Lots A, 17 , 16 , 15 , and 14 and portions of Lots 13 , 12, 11 , and 10 in Block 19 in
the City of Fort Collins, and portions of the abandoned Linden Street in the City
of Fort Collins , according to the recorded Plats thereof, County of Larimer, State
of Colorado, being described as follows : beginning at the Southwest Corner of
Block 18 in the City of Fort Collins , County of Larimer, State of Colorado ; thence
N 89 degrees 57 ' 40" E 59 .79 feet; thence N 41 degrees 16 ' 20" E 91 . 31 feet;
thence S 46 degrees 46 ' 00" E 65 .06 feet to the true Point of Beginning; thence S
41 degrees 16 ' 20" W 15 .00 feet; thence S 23 degrees 01 ' 15 " E 13 . 82 feet; thence
N 89 degrees 57 '40" E 162.21 feet; thence N 0 degrees 19 ' 47" W 14.24 feet;
thence N 89 degrees 40 ' 13 " E 4.00 feet; thence N 44 degrees 40' 13 " E 14. 15 feet;
thence N 0 degrees 19 ' 47" W 76 .00 feet; thence N 45 degrees 19 ' 47" W 14. 15
feet; thence S 89 degrees 40' 13 " W 4.00 feet; thence N 0 degrees 19 '47" W 30.04
feet; thence N 87 degrees 43 ' 49" W 8 .09 feet; thence S 41 degrees 33 ' 28" W 0.95
feet; thence N 48 degrees 43 ' 40" W 3 .54 feet; thence S 86 degrees 16 ' 20" W
15 .00 feet ; thence S 41 degrees 16 ' 20" W 20.51 feet; thence S 3 degrees 43 ' 40" E
7 . 50 feet; thence S 86 degrees 16 ' 20" W 27 .53 feet; thence S 41 degrees 16 ' 20"
W 129 .29 feet; thence N 46 degrees 46 ' 00" W 6 . 51 feet to the True Point of
Beginning.
PARCEL II:
Portions of Lots 18 , 19, 20 and 21 in Block 19 in the City of Fort Collins and a
portion of the abandoned alley between Linden and Walnut Streets in said Block
19, according to the recorded Plat thereof, County of Larimer, Sate of Colorado ,
being described as follows : beginning at the Northeast Corner of Block 18 , in the
City of Fort Collins, County of Larimer, State of Colorado, thence S 48 degrees
43 ' 30" E 100.00 feet to the True Point of Beginning; thence S 41 degrees 3 ' 6" W
78 . 57 feet; thence S 1 degree 7 ' 10" E 7 .72 feet ; thence S 61 degrees 8 '0" E 12.58
feet; thence S 28 degrees 52 ' 0" W 10.67 feet; thence S 12 degrees 7 ' 12" E 8 . 39
feet; thence S 61 degrees 8 ' 0" E 26. 25 feet; thence N 88 degrees 56 ' 11 " E 12. 69
feet; thence N 28 degrees 52 ' 0" E 10.67 feet; thence S 61 degrees 8 ' 0" E 11 .50
feet; thence N 41 degrees 41 ' 6" E 32.45 feet; thence S 48 degrees 18 ' 54" E 14.67
feet; thence N 65 degrees 27 ' 17" E 5 . 52 feet ; thence N 40 degrees 26 ' 27" E 32. 55
feet; thence N 48 degrees 43 ' 41 " W 87.47 feet to the True Point of Beginning.
PARCEL III:
Portions of Lots 10, 11 and 12 in Block 19 in the City of Fort Collins , according
to the recorded Plats thereof, County of Larimer, State of Colorado being
described as follows : beginning at the Southwest Corner of Block 18 in the City
of Fort Collins, County of Larimer, State of Colorado ; thence N 89 degrees
57 ' 40"E 375 . 13 feet to the True Point of Beginning; thence N 0 degrees 8 '47" E
14 .00 feet; thence S 89 degrees 57 ' 40" W 4.00 feet; thence N 45 degrees 2' 20" W
14. 15 feet ; thence N 0 degrees 2 ' 20" W 75 .28 feet; thence N 44 degrees 57 ' 40" E
14 . 15 feet ; thence N 89 degrees 57 '40" E 41 . 16 feet; thence S 45 degrees 2 ' 20" E
18 .08 feet; thence S 0 degrees 2 ' 20" E 96 . 51 feet; thence S 89 degrees 57 ' 40" W
50.00 feet to the True Point of Beginning.
PARCEL V :
Lots 23 , 24, 25 , 26, 27 , 28 and 29 of Block 18 in the City of Fort Collins and a
portion of the abandoned Linden Street, City of Fort Collins, according to the
recorded Plats thereof, County of Larimer, State of Colorado being described as
follows : beginning at the Southwest Corner of said Block 18, thence N 89
degrees 57 ' 40" E 59 .79 feet ; thence N 41 degrees 16 ' 20" E 211 . 31 feet to the
True Point of Beginning ; thence N 48 degrees 43 ' 40" W 18 .02 feet; thence N 3
degrees 43 '40" W 7.07 feet; thence N 48 degrees 43 ' 40" W 18 . 65 feet; thence N
0 degrees 00 ' 00" E 232 . 86 feet ; thence S 48 degrees 43 ' 30" E 196 .60 feet; thence
S 41 degrees 16 ' 20" W 150.00 feet; thence S 48 degrees 43 ' 40" E 6 . 50 feet;
thence S 3 degrees 43 '40" E 11 . 55 feet; thence S 41 degrees 16 ' 20" W 5 . 83 feet;
thence S 86 degrees 16 ' 20" W 22. 63 feet to the True Point of Beginning.
PARCEL VI:
Lots 7 and 8 , and portions of Lots 6 and 30 of Block 18 in the City of Fort Collins
and a portion of the abandoned Linden Street in the City of Fort Collins,
according to the recorded Plats thereof, County of Larimer, State of Colorado
being described as follows: beginning at the Southwest Corner of said Block 18 ;
thence N 89 degrees 59 ' 40" E 59 . 79 feet ; thence N 41 degrees 16 ' 20" E 91 . 31
feet to the True Point of Beginning; thence S 46 degrees 46 ' 0" E 5 . 81 feet ; thence
N 86 degrees 16 ' 20" E 8 . 29 feet; thence N 41 degrees 16 ' 20" E 14. 15 feet; thence
N 3 degrees 43 '40" W 2 . 83 feet ; thence N 48 degrees 43 ' 40" W 9. 67 feet; thence
N 41 degrees 12 ' 20" E 3 . 51 feet; thence N 86 degrees 16 ' 20" E 8.48 feet ; thence
N 41 degrees 16 ' 20" E 56 . 16 feet; thence N 3 degrees 43 ' 40" W 25 . 97 feet;
thence N 48 degrees 43 ' 40" W 12 .98 feet; thence S 41 degrees 16 ' 20" W 6 .00
feet; thence N 48 degrees 43 ' 40" W 18 . 85 feet; thence N 90 degrees 00' 00" W
121 .70 feet; thence S 0 degrees 00' 00" W 26 .24 feet; thence S 48 degrees 43 ' 40"
E 118 . 35 feet to the True Point of Beginning.
EXHIBIT F
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado ,
Downtown Development Authority, the City of Fort Collins, Colorado,
and Progressive Old Town Square, LLC
Legal Description of
Expanded Old Town Plaza
A part of Blocks 18 , 19, and Linden Street in the City pf Fort Collins, according
to the recorded plats thereof, County of Larimer, State of Colorado being
described as follows : beginning at the Southwest Corner of said Block 18 ; thence
N 89057 '40" E 59.79 feet; thence N 4101612019 E 91 . 31 feet to the True Point of
Beginning; thence S 48 °43 ' 40" E 6 . 00 feet; thence N 86° 16 ' 20" E 8 . 01 feet;
thence N 41 ° 16 ' 20" E 14. 15 feet; thence N 03 °43 ' 40" W 2 . 83 feet; thence N
48043 '40" W 9 . 67 feet; thence N 41 ° 12 '20" E 3 . 51 feet; thence N 86° 16 ' 20" E
8 .48 feet; thence N 41016 ' 20" E 56 . 16 feet; thence N 03043 ' 40" W 25 .97 feet;
thence N 48043 '40" W 12.98 feet; thence S 41 ° 16 ' 20" W 6 .00 feet; thence N
48043 '40" W 18 . 85 feet; thence N 56°53 ' 05" E 20.77 feet; thence N 00°00 ' 00" E
6 .65 feet; thence S 48043 ' 40" E 18 .65 feet; thence S 03043 '40" E 7. 07 feet;
thence S 48043 ' 40" E 18 . 02 feet; thence N 86016 ' 20" E 22 .63 feet; thence N
41016920" E 5 . 83 feet; thence N 03043 '40" W 11 . 55 feet; thence N 48043 ' 40" W
6 . 50 feet; thence N 41016 ' 20" E 150. 00 feet; thence S 48043 ' 30" E 99 . 98 feet;
thence S 41003 ' 06" W 78 . 57 feet; thence S 01007 ' 10" E 7 .72 feet; thence S
61008100" E 12 . 58 feet; thence S 28 ° 52 ' 00" W 10.67 feet; thence S 12007 ' 12" E
8 . 39 feet; thence S 61 °08 ' 00" E 26 .25 feet; thence N 88 °56 ' 11 " E 12 .69 feet;
thence N 28052 ' 00" E 10.67 feet; thence S 61008 ' 00" E 11 . 50 feet; thence N
41041106" E 32.45 feet; thence S 48018 ' 54" E 14 . 67 feet; thence N 65027 ' 17" E
5 . 52 feet; thence N 40°26 ' 27" E 32 . 55 feet; thence S 48 43 ' 30" E 48 . 71 feet;
thence S 89°38 ' 03 " W 45 .24 feet; thence S 67024 ' 18" W 18 .40 feet; thence S
01006140" W 19 . 80 feet; thence S 42044 ' 31 " W 15 . 67 feet; thence N 45 °02' 20"
W 14. 15 feet; thence S 89057 ' 40" W 41 . 16 feet; thence S 44057 '40" W 14. 15
feet; thence S 00°02 ' 20" E 75 .28 feet; thence S 45002 ' 20" E 14. 15 feet; thence N
89057 '40" E 4. 00 feet; thence S 00008 '47" W 14. 00 feet; thence S 89057 ' 40" W
49 . 99 feet; thence N 00019 '47" W 14.24 feet; thence N 89°40 ' 13 " E 4. 00 feet;
thence N 44040 ' 13 " E 14. 15 feet; thence N 00° 19 ' 47" W 76 .00 feet; thence W
45019 ' 47" W 14 . 15 feet; thence S 89040 ' 13 " W 4. 00 feet; thence N 00° 19 ' 47" W
30. 04 feet; thence N 87043 '49" W 8 . 09 feet; thence S 41033 ' 28" W 0.95 feet;
thence N 48043 '40" W 3 . 54 feet; thence S 86° 16 ' 20" W 15 . 00 feet; thence S
41016 ' 20" W 20. 51 feet; thence S 03043 '40" E 7 . 50 feet; thence S 86016 ' 20" W
27 . 53 feet; thence S 41016 ' 20" W 129 .29 feet; thence N 46046 ' 00" W 71 . 57 feet
to the True Point of Beginning.
EXHIBIT G
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado ,
Downtown Development Authority, the City of Fort Collins , Colorado ,
and Progressive Old Town Square, LLC
2015 OTS Improvements
New paver system
Replacement and upgrade of electrical and lighting
Stage relocation and enhancement
Water feature upgrade
New site furnishings
New landscape features (trees, perennials , etc. , on north end of Old Town Plaza)
EXHIBIT H
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant
by and among The Fort Collins, Colorado,
Downtown Development Authority, the City of Fort Collins , Colorado ,
and Progressive Old Town Square, LLC
Schedule of POTS ' Maintenance Payments
POTS Old Town Plaza maintenance obligation with a 3% yearly adjustment
2013 2014 2015 2016 2017 2018
January
(41714,92) (41856 , 37) (51002 .06) ( 51152 . 12) (51306, 68) (51465 , 88)
February
(41714, 92 ) (41856,37) ( 51002 ,06) ( 51152 , 12) (51306, 68) (51465 .88)
March
(4,856 . 37) ( 51002 ,06) (51152 , 12 ) ( 51306, 68) (51465 , 88) (51629 , 86)
April
(41856 . 37) (5l002 ,06) ( 51152 , 12 ) ( 5, 306.68) (51465 ,88) (51629 ,86)
May
(41856 ,37 ) (51002 ,06) (5, 152 . 12 ) ( 51306. 68) (51465 ,88) (51629 .86)
June
(41856 , 37) ( 51002 ,06) ( 51152 , 12 ) ( 51306,68) (51465 ,88) (51629 ,86)
July
(41856. 37) ( 51002 .06) (51152 , 12) ( 51306 ,68) (51465 ,88) (51629 ,86)
August
(41856,37) (51002 ,06) ( 51152 , 12) ( 51306,68) (51465 , 88) (51629 ,86)
September
(41856 , 37) (51002 ,06) ( 51152 . 12) ( 51306,68) (51465 ,88) (51629 ,86)
October
(41856, 37) (51002 ,06) (51152 , 12) (51306,68) (51465 .88) (51629 ,86)
November
(41856,37) ( 51002 ,06) (5, 152 . 12) ( 51306. 68) (51465 ,88)
December
(41856, 37) (51002 .06) (5, 152 . 12) ( 5, 306. 68) (5,465 .88)
Yearly
Total (57,993 , 52 ) (59,733 ,32) ( 61,525 , 32) ( 63,371 .08) (65,272 , 21 ) (55,970. 66)
EXHIBIT I
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenant by and among The Fort
Collins, Colorado, Downtown Development Authority,
the City of Fort Collins, Colorado,
and Progressive Old Town Square, LLC
Donation Letter
June 12 , 2013
The Fort Collins , Colorado ,
Downtown Development Authority
19 Old Town Square , Suite 230
Fort Collins , Colorado 80524
Attn : Mr . Matt Robenalt
Executive Director
Re : 2015 Donation to DDA
Dear Matt :
As you know , the proposed 2013 Old Town Plaza Master
Agreement with Restrictive Covenants to be entered into between
the City , the DDA , and Progressive Old Town Square , LLC ( the
112013 Agreement " ) does not require that Progressive Old Town
Square , LLC ( " POTS " ) make any monthly maintenance payments in
2015 since Old Town Plaza will be undergoing extensive
renovation during that time .
This letter will confirm POTS ' intention to make a cash
donation to the DDA in the amount of $ 61 , 525 . 32 ( the " Cash
Donation " ) . The Cash Donation will be made in one or more
payments before December 31 , 2014 . I am requesting that the
Cash Donation be held and used by the DDA solely for capital
improvements to Old Town Plaza .
I would appreciate receiving confirmation from the DDA that
the Cash Donation will be used solely for capital improvements
to Old Town Plaza .
Sincerely ,
PROGRESSIVE OLD TOWN SQUARE , LLC ,
a Colorado limited liability
company
By
Briad T . ou Member
EXHIBIT J
To 2013 Old Town Plaza Master Agreement
With Restrictive Covenants
by and among The Fort Collins, Colorado,
Downtown Development Authority, the City of Fort Collins , Colorado,
and Progressive Old Town Square, LLC
DDA RULES AND REGULATIONS FOR EXPANDED OLD TOWN PLAZA
The following Rules and Regulations shall govern the use of the Expanded Old Town
Plaza. These Rules and Regulations may be amended from time to time by the Board of
Directors of The Fort Collins , Colorado, Downtown Development Authority (the "DDA") , in its
sole discretion .
1 . Deliveries and Services . Vehicular entry onto the Expanded Old Town Plaza for
deliveries , services or other purposes is prohibited, except pursuant to a permit issued by
the DDA, which permit shall regulate the following: ( 1 ) the type of vehicle; (2) the
purpose of such access ; (3) the hours during which such access is permitted; (4) the route
of the access ; (5) the point of delivery or service; (6) the maximum period of time the
vehicle may be on the Expanded Old Town Plaza; and (7) such other particulars as the
DDA deems necessary or advisable to protect the operation of the Expanded Old Town
Plaza. Such permits will be issued only if the individual seeking the permit cannot
reasonably accomplish the desired deliveries or other services by access not involving use
of the Expanded Old Town Plaza.
2. Projectiles and Missiles. No person shall throw or cause to be projected any dart, flying
disc , ball or other projectile or missile on any portion of the Expanded Old Town Plaza.
3 . Conduct. No person shall conduct himself or herself in a manner as to constitute a threat
to the health or safety of any other person, or in a manner reasonably viewed as harassing
or constituting a nuisance to any other person. No person shall carry on any activity on
the Expanded Old Town Plaza which is in violation of any laws of the City of Fort
Collins or the State of Colorado. The use of sound amplification equipment is prohibited
on the Expanded Old Town Plaza, except pursuant to a permit issued by the DDA.
4. Advertising Devices . Notices, advertisements , billboards, placards and other advertising
devices shall not be placed upon the Expanded Old Town Plaza except at places , if any,
designated in writing by the DDA, or pursuant to a permit issued by the DDA.
(6/10/13)
5 . Special Promotions . Special promotions and programs are prohibited on the Expanded
Old Town Plaza, except pursuant to a permit issued by the DDA.
(6/10/13)