PERMANENT ACCESS AND MAINTENANCE EASEMENT This ...

PERMANENT ACCESS AND MAINTENANCE EASEMENT
This PERMANENT ACCESS AND MAINTENANCE EASEMENT ("Easement") is
entered into this ____ day of ____________, 2011 (the "Effective Date"), by and between
Property Colorado OBJLW One Corporation, an Oregon corporation ("Grantor"), and the City of
Greenwood Village, a Colorado home rule municipality with an address of 6060 South Quebec
Street, (collectively the "Parties").
WHEREAS, Grantor owns certain real property and improvements located thereon
legally described on Exhibit A, attached hereto and incorporated herein by this reference (the
"Property");
WHEREAS, the City wishes to allow public pedestrian access along Fiddlers Green
Circle and certain areas owned by Grantor in Greenwood Village, Colorado;
WHEREAS, the Plaza will be located on that certain parcel of real property illustrated on
Exhibit B, attached hereto and incorporated herein by this reference;
WHEREAS, the City and Grantor have entered into an Agreement with Greenwood
South Metropolitan District regarding Village Town Center improvements providing for shared
maintenance of certain public improvements, including those contemplated by the Development
Improvement Agreement between the Parties; and
WHEREAS, Grantor, and the City wish to enter into an Easement for the grant of a
permanent easement to allow the City to maintain certain portions of the Property, and a
permanent public access easement over and across the Property for the general public to enter
upon and use the Property, as described herein.
NOW THEREFORE, in consideration of the foregoing, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree
as follows:
1. Permanent Easement.
a. Grantor hereby sells, bargains, grants, quitclaims, conveys, assigns, establishes
and creates to and for the benefit of the City and its successors, assigns, employees, officers
and directors, contractors and subcontractors, a permanent, non-exclusive maintenance
easement and right to enter upon and use that certain portion of the Property legally described
and illustrated on Exhibit C, attached hereto and incorporated herein by this reference (the
"Easement Area") to allow the City and its successors, assigns, employees, contractors and
subcontractors to perform maintenance activities as described herein.
b. The City shall be responsible for all costs associated with its use and public
use of the Easement, including without limitation the costs of any and all improvements of
facilities located in the Easement Area, if those improvements are made by the City or the
construction of such facilities are paid for by the City. The Parties further agree that after the
expiration of the Warranty period set forth in paragraph 5 of the Development Improvement
Agreement, the parties shall collectively maintain the Plaza Improvements in good repair and to

a level at least commensurate with the overall quality of other developments in the Village Town
Center area and as public improvements open to the public and for the benefit of the general
public.
c. The City shall use its best efforts to minimize any impairment or interference
with any rights of access or use of the Property by Grantor or Grantor's tenants, guests,
licensees or invitees during normal business hours.
2. Permanent Public Access Easement.
a. Grantor hereby sells, bargains, grants, quitclaims, conveys, assigns, establishes
and creates to and for the benefit of the City, a permanent, non-exclusive public access
easement and right to use that certain portion of the Property as depicted on Exhibit B.
b. The sole purpose of the Permanent Public Access Easement is to allow the use
of the Property for public access and for civic and public purposes consistent with uses found
on civic and public plazas.
3. Assignment. The City may assign its rights under this Easement and the benefits and
burdens of the easements granted herein with the approval of Grantor, said approval not to be
unreasonably withheld.
4. No Interference. Except as otherwise provided in this Easement, Grantor agrees that in
its use of the Property, Grantor shall not interfere with or impair either the exercise of the
rights obtained hereunder by the City, or the right of the City to perform construction activities
and, similarly, the City, in its use of the Property, shall not interfere with or impair the rights of
Grantor or Grantor's tenants, guests, licensees or invitees to use any portion of the Property
which is not inconsistent with the rights granted to the City and not otherwise prohibited.
Grantor reserves the right to use the Easement Area for purposes that will not interfere with, limit,
or be inconsistent with the Development Improvement Agreement entered into between the City
and OBJWL or any of the uses or rights contemplated thereunder.
5. Subjacent and Lateral Support. The City and Grantor shall both have rights of
subjacent and lateral support on the Property to whatever extent is reasonably necessary for the
operation, maintenance, repair, replacement, control and use of the public promenade and other
improvements on the Property. Grantor shall not take any action that would impair the lateral
or subjacent support for the Transit Plaza. The City shall not take any action that would impair
the lateral or subjacent support for any other improvements on the Property.
6. Covenants. Grantor covenants that Grantor is the true owner of the Property and has
full right, title and authority to enter into this Easement and grant the easements granted herein.
Grantor further agrees that this Easement is effective to grant and convey to the City and RTD
the easements granted herein.
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7. Miscellaneous.
a. Modification. This Easement shall not be amended, modified, revoked,
supplemented, waived, or otherwise changed except by a written instrument duly executed by the
Parties and designated as such a change.
b. Entire Easement. This Easement constitutes and incorporates the entire agreement
among the Parties concerning the subject matter of this Easement and supersedes any prior
agreements concerning the subject matter hereof.
c. Severability. If any provision of this Easement is held invalid, illegal, or
unenforceable in any jurisdiction, the validity, legality, and enforceability of the remaining provisions
of this Easement shall not be impaired thereby; nor shall the validity, legality, or enforceability of any
such defective provisions be in any way affected or impaired in any other jurisdiction.
d. Successors and Assigns. The terms, conditions, rights, benefits and obligations set
forth in this Easement shall bind and inure to the benefit of Grantor, the City and their respective
successors and assigns.
e. Governing Law and Venue. This Easement shall be governed by and construed in
accordance with the laws of the State of Colorado and venue for any legal action brought under this
Easement shall be Arapahoe County, Colorado.
f. Recording. The City shall record this Easement with the Arapahoe County Clerk and
Recorder.
IN WITNESS WHEREOF, the Parties have executed this Easement as of the Effective Date.
CITY OF GREENWOOD VILLAGE
ATTEST:
__________________________________
Ronald J. Rakowsky, Mayor
_____________________________
Susan M. Phillips, MMC
City Clerk
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GRANTOR:
PROPERTY COLORADO OBJLW ONE CORPORATION
_________________________________
By: _____________________________
STATE OF COLORADO )
) ss.
COUNTY OF _____________ )
Subscribed, sworn to and acknowledged before me this _____ day of _______________,
2011, by _______________________ as ____________________ of Property Colorado OBJLW
One Corporation.
My Commission expires _______________.
(SEAL)
______________________________
Notary Public
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