Urban Renewal Authority

Lafayette Urban Renewal Authority Meeting July 14, 2026 5:30 pm City Hall Council Chambers 1290 S Public Road Lafayette, CO 80026 See Below Agenda for Access and Participation Options Agenda I. Opening Of Regularly Scheduled Meeting • Call to Order • Roll Call II. Public Input III. Approval of March 10, 2026 Meeting Minutes IV. Regular Business A. Resolution 2026-01 / Approving a First Amendment to the Amended and Restated Economic Development Agreement with 210 N Public LLC, Pertaining to the Property Located at 210 N Public Road B. Items Pertaining to the Assignment of Easement Agreement for the Historic Coca-Cola Mural 1. Resolution No. 2026-02 / Authorizing the assignment of the Easement Agreement for the historic Coca-Cola mural 2. Authorizing a Cooperative Agreement with the City of Lafayette for one time funding to support the future work of the Coca-Cola mural 1  V. Updates VI. New Business / Staff And Commissioner Reports VII. Adjourn Options for Accessing the Meeting • Tune to Comcast Channel 8 or HD Channel 881 • View the meeting on your computer at CityOfLafayette.com/627/Streaming- Video. • Listen to the meeting by calling 877-853-5257 (toll free). Once connected, you will be asked for the meeting number. The meeting number for the July 14, 2026 meeting is 813 2924 6475. Press # after entering the number. Options for Participating in the Meeting • Submit written comments to Public Input. If your remarks are received by 3pm on the day of the meeting, they will be read into the record. • Participate on your computer via videoconference. • Use the “Raise Hand” icon during Public Input to request to speak. When it is your turn to speak, we will unmute your microphone. • When listening over the phone, press *9 during Public Input to raise your hand to request to speak. When it is your turn, we will unmute your microphone. Accessibility Statement The City of Lafayette strives to provide equitable digital access for all. If you require assistance to access content within this document, please email accessibility@lafayetteco.gov. 2  Record of Proceedings Lafayette Urban Renewal Authority City of Lafayette, Colorado March 10, 2026 I. Opening of Regularly Scheduled Meeting Call to Order The March 10, 2026, meeting of the Lafayette Urban Renewal Authority (LURA) was called to order at 6:00 pm at 1290 S Public Road, Lafayette, Colorado. Roll Call Commissioners Martin, Redondo, Williams, Vice Chair Cutler, and Chair Muller were present. Commissioners Arrington and Rodgers were absent. Also present was Executive Director Keating. II. Public Input There was no public input III. Approval of the November 13, 2025 Meeting Minutes Commissioner Williams moved to approve the November 13, 2025, meeting minutes. Seconded by Chair Muller. All voted in favor. IV. Adjourn to Executive Session Chair Muller made a motion to allow Commissioner Arrington to listen to the executive session tape. Seconded by Commissioner Redondo. All voted in Favor. Chair Muller made the motion to adjourn to executive session pursuant to Colorado Revised Statutes section 24-6-402(4)(e)(I), for the purposes of determining positions relative to matters that may be subject to negotiations, developing strategy for negotiations, and instructing negotiators regarding potential economic development for urban renewal projects in the Old Town Urban Renewal Area. Seconded by Vice Chair Cutler. All voted in favor. The meeting adjourned at 6:05pm. Lafayette Urban Renewal Authority, Colorado ATTEST: Kevin Muller, Chair ________________________________________ Brigid Keating, Executive Director Lafayette Urban Renewal Authority March 10, 2026 Meeting Minutes Page 2 The minutes herein are a summary of the business conducted at this meeting, not a verbatim transcription. Only the actions taken and text appearing within quotation marks are verbatim. Lafayette Urban Renewal Authority Staff Report Resolution 2026-01 / Approving a First Amendment to the Amended and Restated Economic Development Agreement with 210 N Public LLC, Pertaining to the Property Located at 210 N Public Road July 14, 2026 Prepared by: • Brigid Keating, LURA Executive Director Executive Summary At the July 14, 2026 meeting, the Lafayette Urban Renewal Authority (LURA) will consider Resolution No. 2026-01 approving a First Amendment to the Amended and Restated Economic Development Agreement ("EDA") with 210 N Public LLC. The amendment extends the project completion and restaurant lease commencement deadlines from September 1, 2026 to April 1, 2028 due to delays in submitting permitting documents and a change in the restaurant operator. No other substantive changes to the EDA are proposed. Background Information On October 8, 2024, LURA approved Resolution No. 2024-07 authorizing an Amended and Restated Economic Development Agreement with 210 N Public LLC to support the redevelopment of the former Sinclair gas station located at 210 N Public Road. The Agreement provides a forgivable loan of $559,532.50 to assist with eligible project costs associated with environmental remediation and public improvements. The loan is secured by a promissory note and deed of trust and is subject to the performance requirements outlined in the Agreement. Under the current Agreement, construction of the project is required to be substantially complete and available for occupancy by September 1, 2026, and the required restaurant lease must commence no later than September 1, 2026. Since approval of the Agreement, the project has experienced delays associated with submittals in the permitting process and a change in the proposed restaurant operator. BV Builders has now submitted for Building Permits and secured a new restaurant operation. Although things are progressing, the project will not meet the current September 1, 2026 deadline. Proposed Amendment The proposed First Amendment extends the following deadlines: • Project substantial completion and occupancy from September 1, 2026 to April 1, 2028. • Required commencement of the restaurant lease from September 1, 2026 to April 1, 2028. • Minimum lease term ending date from September 30, 2031 to April 30, 2033 to preserve the originally intended five-year minimum operating period. The amendment does not modify the amount of the forgivable loan, the security documents, the loan forgiveness provisions, or any other material terms of the Agreement. All remaining provisions of the Amended and Restated Economic Development Agreement will remain in full force and effect. 2 Recommendation Staff recommends approval of the First Amendment. The requested extension reflects a circumstance outside of the developer's control, including a change in the restaurant operator, while preserving the original intent of the Agreement and maintaining all existing performance and financial obligations. Motion Language Move to approve Resolution No. 2026-01 approving the First Amendment to the Amended and Restated Economic Development Agreement with 210 N Public LLC, extending the project completion and restaurant lease commencement deadlines, and authorize the Chair to execute the First Amendment in a form approved by the City Attorney. Attachments A. Resolution 2026-01 B. First Amendment to the Amended and Restated Economic Development Agreement 3  LAFAYETTE URBAN RENEWAL AUTHORITY RESOLUTION NO. 2026-01 A RESOLUTION OF THE LAFAYETTE URBAN RENEWAL AUTHORITY OF THE CITY OF LAFAYETTE, COLORADO, APPROVING A FIRST AMENDMENT TO THE AMENDED AND RESTATED ECONOMIC DEVELOPMENT AGREEMENT WITH 210 N PUBLIC LLC PERTAINING TO THE PROPERTY LOCATED AT 210 N. PUBLIC ROAD WHEREAS, on October 8, 2024, the Lafayette Urban Renewal Authority ("LURA") approved Resolution No. 2024-07 authorizing an Amended and Restated Economic Development Agreement (the "Agreement") with 210 N Public LLC ("Borrower") to facilitate the redevelopment of the property located at 210 N. Public Road; and WHEREAS, the Agreement requires construction of the Project to be substantially complete and available for occupancy no later than September 1, 2026, and requires the commencement of a qualifying restaurant lease no later than September 1, 2026; and WHEREAS, the Project has experienced delays associated with submittals of permitting documents and a change in the proposed restaurant operator, making it unlikely that the Project will satisfy the current completion and lease commencement deadlines; and WHEREAS, LURA and Borrower desire to amend the Agreement to extend the project completion and restaurant lease commencement deadlines to April 1, 2028, while extending the minimum lease term accordingly and leaving all other terms of the Agreement unchanged (“the Project”); and WHEREAS, the Board finds that approving the First Amendment is consistent with the purposes of the original Agreement and is in the best interests of LURA. NOW THEREFORE BE IT RESOLVED BY THE LAFAYETTE URBAN RENEWAL AUTHORITY, AS FOLLOWS: 1. The Lafayette Urban Renewal Authority hereby approves the First Amendment to the Amended and Restated Economic Development Agreement between LURA and 210 N Public LLC, substantially in the form attached hereto as Exhibit A. 2. The Chair is authorized to execute the First Amendment, together with such non- substantive modifications as are approved by the City Attorney. 3. Except as amended by the First Amendment, all other terms and conditions of the Amended and Restated Economic Development Agreement shall remain in full force and effect. RESOLVED AND PASSED THIS __ DAY OF July 2026. LAFAYETTE URBAN RENEWAL AUTHORITY Kevin Muller, Chair ATTEST: Brigid Keating, Secretary / Executive Director  FIRST AMENDMENT TO AMENDED AND RESTATED ECONOMIC DEVELOPMENT AGREEMENT (210 N PUBLIC ROAD, 210 N PUBLIC LLC) THIS FIRST AMENDMENT TO AMENDED AND RESTATE ECONOMIC DEVELOPMENT AGREEMENT (the “First Amendment”) is made this day of , 2026, by and between the Lafayette Urban Renewal Authority, a Colorado statutory urban renewal authority pursuant to Part 1 of Article 25 of Section 35, C.R.S., whose address is 1290 South Public Road, Lafayette, Colorado, 80026 (“LURA”), and 210 N Public LLC, a Colorado limited liability company, whose address is 312 E Elm Street Lafayette, Colorado 80026, (“Borrower”). Borrower and Lender shall each also be known as a “Party” and shall collectively be known herein as “the Parties.” RECITALS A. WHEREAS, LURA and Borrower entered into that certain Amended and Restated Economic Development Agreement effective October 8, 2024 (the "Agreement"); and B. WHEREAS, Pursuant to the Agreement, 210 agreed to complete construction of the Project and have the Project available for occupancy no later than September 1, 2026, and to commence a qualifying restaurant lease no later than September 1, 2026; and C. WHEREAS, due to delays in submitting permitting documents and a change in the restaurant operator, the Parties desire to extend the project completion and lease commencement deadlines; and D. WHEREAS, Section 8.G of the Agreement authorizes the Agreement to be amended by a written instrument executed by the Parties. NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: AGREEMENT 1. Amendment to Section 1.A A. The final sentence of Section 1.A of the Agreement is amended by deleting the date "September 1, 2026" and replacing it with "April 1, 2028." 2. Amendment to Section 1.C A. The first sentence of Section 1.C of the Agreement is amended by deleting the date "September 1, 2026" and replacing it with "April 1, 2028.” 1  B. The first sentence of Section 1.C is further amended by deleting the date "September 30, 2031" and replacing it with "April 30, 2033." 3. Ratification Except as expressly amended by this First Amendment, all terms, conditions, covenants, and provisions of the Agreement shall remain unchanged and in full force and effect. 4. Effective Date This First Amendment shall become effective upon execution by both Parties. 5. Counterparts This First Amendment may be executed in one or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF, the Parties have executed this First Amendment as of the date first written above. LAFAYETTE URBAN RENEWAL AUTHORITY By: Kevin Muller, Chair APPROVED AS TO FORM: _______________________________ Mary Lynn Macsalka, Lafayette City Attorney 210 N. PUBLIC, LLC a Colorado limited liability company 210 N Public LLC By: Graham Bailhache 2 Exhibit A – Amended and Restated Economic Development Agreement 3 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC AMENDED AND RESTATED ECONOMIC DEVELOPMENT AGREEMENT (210 N PUBLIC ROAD, 210 N PUBLIC LLC) THIS AMENDED AND RESTATED ECONOMIC DEVELOPMENT AGREEMENT (the “Amended and Restated Agreement” or “Agreement”) is made this 29thday of January 2025 , 2024, but is effective October 8, 2024, by and between the Lafayette Urban Renewal Authority, a Colorado statutory urban renewal authority pursuant to Part 1 of Article 25 of Section 35, C.R.S., whose address is 1290 South Public Road, Lafayette, Colorado, 80026 (“LURA” or “Lender”), and 210 N Public LLC, a Colorado limited liability company, whose address is 312 E Elm Street Lafayette, Colorado 80026, (“210” or “Borrower”). Borrower and Lender shall each also be known as a “Party” and shall collectively be known herein as “the Parties.” RECITALS A. WHEREAS, 210 N Public, LLC entered into that certain Economic Development Agreement, dated October 13, 2020, (“Original Agreement”) which contemplated that at that time 210 would redevelop the property located at 210 N. Public Road, Lafayette, Colorado 80026 (the “Property”) as a 15,000 SF market collective consisting of at least four separate restaurants, a bar, and an event space; and B. WHEREAS, the City and 210 N Public LLC desire to enter into this Agreement to amend, modify, change and alter certain provisions of the Original Agreement as more fully set forth below; and C. WHEREAS, the Parties’ intend that this Agreement amend and restate the Original Agreement and shall supersede the terms and provisions of the Original Agreement in its entirety effective as of the effective date of this Amended and Restated Agreement; and D. WHEREAS, the Property is within the Old Town Urban Renewal Area, and is legally described as Lots 4 and 5, Block 2, Lafayette Old Town, City of Lafayette, County of Boulder, State of Colorado; and E. WHEREAS, in 2020, when 210 purchased the Property it included a gas station (the “Structure”) that had a confirmed petroleum release event associated with the underground storage tank system; and F. WHEREAS, 210 has completed the demolition of the Structure and all required environmental remediation which was monitored and overseen by the Colorado Division of Oil and Public Safety; and G. WHEREAS, 210 now desires to redevelop the Property to feature a counter-service restaurant with bar, ice cream counter, arcade, and outdoor patio with an area for a food truck (the “Project”); and 1 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC H. WHEREAS, it is anticipated that the Project will increase the real property tax revenues and sales tax revenues in the Old Town Urban Renewal Area. The Project is also likely to create employment opportunities within, and contribute to the revitalization of, the Lafayette Urban Renewal Area; and I. WHEREAS, LURA desires to provide some financial assistance to 210 related to the development of the Project and also more specifically the right-of-way public improvements in the Lafayette Urban Renewal Area; and J. WHEREAS, the Executive Director of LURA has reviewed the economic development incentive application and finds that the economic benefit to LURA by virtue of development of the Project in the Lafayette Urban Renewal Area is demonstrated and that the proposal is eligible for economic incentives, based upon the following: i. The examination of the 210’s economic incentives proposal shows that there is potential incremental revenue to LURA that is not now being received. ii. The development of 210 N Public Road in the Lafayette Urban Renewal Area will attract capital investment and assist in the retention and expansion of existing business in the Lafayette Urban Renewal Area, and will strengthen the City’s economic base. iii. The development of 210 N Public Rd in the Lafayette Urban Renewal Area will increase the sales tax and property tax base previously established within the Lafayette Urban Renewal Area; and K. WHEREAS, Since 1998 economic development has been a high priority for the City; and L. WHEREAS, this Agreement is consistent with LURA’s Urban Renewal Plan, and is in the best interest of the Lafayette Urban Renewal Area; and M. WHEREAS, LURA finds that entering into this Agreement will serve to provide benefit to and advance the public interest and welfare of the Lafayette Urban Renewal Area, the City of Lafayette, and its citizens, by securing the location of this economic development project within the Lafayette Urban Renewal Area; and N. WHEREAS, LURA finds that the potential economic and tax benefits to the Lafayette Urban Renewal Area and its residents and the contribution to the revitalization of downtown Lafayette is sufficient consideration to enter into this Agreement upon the terms and conditions described hereafter. 2 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC AGREEMENT NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby amend and restate the Original Agreement as follows: 1. Owners Obligations and Warranties. A. 210 shall undertake and complete the Project, including the construction of a new building at 210 N Public Road, Lafayette, Colorado, and site improvements, in a manner and appearance substantially similar to the plans it has supplied for the Project (“Construction Plans”) which are attached hereto as Exhibit A and made a part hereof; provided that such Construction Plans shall be modified by 210 as necessary to comply with the City of Lafayette Building Code and other applicable laws. Construction on the Project shall be substantially completed by 210, and available for occupancy no later than September 1, 2026. The Executive Director may provide an extension to the Certificate of Occupancy date up to 120 days. Within 30 days after the issuance of a certificate of occupancy for the Project, 210 shall submit to LURA a copy of the accounting and an itemized invoice for 210’s actual construction costs to complete the Project. LURA may also request 210 to supply any other supporting documentation of committed funds and Project expenditures deemed necessary by LURA, in its sole and absolute discretion, to confirm that 210 has utilized the Loan (as hereinafter defined) proceeds for the Permissible Use, as hereinafter defined. B. Except as otherwise specifically set forth in Paragraph 2 below, 210 shall be solely responsible for all fees, costs and expenses of every kind and nature in connection with the Project including, but not limited to, design, construction and permitting. C. 210 hereby covenants and agrees to have an active lease (“Lease”) in full force and effect with a restaurant tenant for a period of no less than five (5) years, commencing no later than September 1, 2026, and continuing in full force and effect through September 30, 2031 (the "Minimum Lease Term”). The Executive Director may provide an extension to the commencement date up to 120 days. A fully executed copy of the Lease shall be provided to LURA within ten (10) days after execution of the Lease. In the event the Lease is terminated prior to the expiration of the Minimum Lease Term, 210 will diligently pursue a new lease for a beverage/retail use of the Property. Any proposed use during the Lease Term, other than a retail use, shall be first approved by LURA, or its designee. 210 shall maintain the structure and site at 210 N Public Road in a good, clean, and sound condition as required by the Lafayette Municipal Code and shall also be solely responsible for maintaining any reasonably necessary insurance. D. 210 agrees to comply with all City of Lafayette codes, ordinances, resolutions and regulations, and all LURA Design Guidelines and Standards and the Urban 3 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC Renewal Plan, and pay all taxes, fees and expenses due to the City of Lafayette and/or LURA, except as otherwise provided in this Agreement. E. 210 shall immediately notify LURA in writing of: i. any material changes to 210’s financial condition or entity status (if applicable); ii. any legal or regulatory action, proceeding or investigation threatened or instituted against 210 or its business that could reasonably be expected to have a material adverse effect on 210 or its business or its ability to meet its obligations hereunder in its capacity as Borrower; iii. substantial damage to, or destruction of , all or any portion of the real property, improvements, premises, or business facilities at its 210 N. Public Road location; iv. any Event of Default (as hereinafter defined) under this Agreement, or any event that with lapse of time would constitute an Event of Default; v. any challenge, claim or legal action concerning 210’s record title to 210 N Public Road; or vi. any other matter or issue that has or could have a material adverse effect on 210. For purposes of this section, “material adverse effect” shall mean a material adverse effect on (a) the business, assets, liabilities, property or condition (financial or otherwise) of the Borrower, (b) the ability of Borrower to perform its obligations under this Agreement or other Loan Documents, as hereinafter defined, to which Borrower is a party, (c) the validity or enforceability of any of the Loan Documents to which Borrower is a party, or (d) the rights and remedies of Lender under any of the Loan Documents. 2. Incentives Granted-Loan. A. Loan 1. As LURA’s sole financial contribution to the Project pursuant to this Agreement, and subject to compliance with all conditions set forth in this Agreement, LURA agrees to loan (“Loan”) to 210 an additional ONE HUNDRED EIGHTY-FOUR THOUSAND, FIVE HUNDRED THIRTY- TWO DOLLARS AND 50/100 CENTS ($184,532.50) in one lump sum (the “Additional Disbursement”) for a total of FIVE HUNDRED FIFTY-NINE THOUSAND FIVE HUNDRED THIRTY-TWO DOLLARS AND 50/100 CENTS ($559,532.50) (hereinafter the “Loan Amount”). The Parties acknowledged and agree that LURA previously loaned to 210 the sum of 4 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC $375,000, as memorialized in the August 13, 2020, Economic Development Agreement (the “Initial Disbursement”). 2. Lender shall not be obligated to disburse more than the amount shown in 210’s Budget attached as Exhibit B and made a part hereof (the “Budget”) for any one line item of the Project. 3. No portion of the Loan Amount which has been repaid or prepaid may be reborrowed. 4. Lender’s obligation to fund the Additional Disbursement of the Loan is also subject to the satisfaction of the conditions precedent set forth in Section 2.B below. B. Conditions Precedent to Additional Disbursement. The effectiveness of this Agreement and Lender’s obligation to make the Additional Disbursement of the Loan is subject to the satisfaction of the following conditions precedent: 1. Loan Agreement. Lender shall have received this Agreement, duly executed and delivered by Borrower. 2. Additional Loan Documents. Lender shall have received the Amended Note (defined below) and the Amended Deed of Trust (defined below and collectively with the Amended Note, the “Loan Documents”), each duly completed, executed and delivered by Borrower. 3. ACH Direct Deposit Form. If Borrower intends to receive disbursement of the Loan proceeds through direct deposit under Section 2.D, or if Borrower intends to repay the Loan by means of electronic payment, Lender shall have received the ACH direct deposit form, duly completed and delivered by Borrower. 4. Building Permits. The Borrower shall have received approved building and right-of-way permits and all applicable approvals required under law for the construction of the Project, and all additional documents and information relating to the construction of the Project as may be required by the Lender. C. Loan Term. The term of the Loan (“Loan Term”) shall commence on the Funding Date (as defined below) and end on the earlier to occur of the following: (i) the fifth (5th) anniversary of the Funding Date; (ii) an Event of Default; or (iii) such earlier time as Borrower’s obligations have been accelerated pursuant to Section 6 below (each of the foregoing subparagraph C (i)-(iii) referred to as a “Maturity Date”). D. Procedure for Borrowing; Loan Disbursements. (1) Assuming all conditions precedent have been satisfied in accordance with Section 2.B, Lender shall disburse and make Loan proceeds in the total amount of the Additional Disbursement, i.e. $184,532.50, available to Borrower, in 5 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC immediately available funds, to Borrower’s Account within thirty (30) business days of execution of this Agreement (“Funding Date”) via electronic funds transfer (“EFT”), if Borrower has elected to preauthorize EFT by completing and returning to Lender the ACH direct deposit form, attached hereto as Exhibit E; (b) by wire transfer, if Borrower provides wiring instructions; (c) by check; or (d) another method agreed upon by the Borrower and Lender. E. Use of Loan Proceeds. Borrower shall use the Loan proceeds solely and exclusively to pay the costs of Project expenditures and to undertake and complete the Project (the “Permissible Use”) as set forth in the Construction Plans (Exhibit A) and in the Budget (Exhibit B). LURA reserves the right to demand that any portion of the Loan Amount not used for a Permissible Use be immediately returned. 3. Secured Amended Promissory Note. A. The Secured Amended Note. The Loan made by Lender shall be documented and evidenced by the execution and delivery of an amended single secured promissory note (the “Amended Note”) of the Borrower for a total amount of $559,532.50, which shall be payable to Lender in the form attached hereto as Exhibit C and made a part hereof, at the principal office of the Lender in lawful money of the United States, and in immediately available funds, in the Loan Amount. The Amended Note shall provide that interest will accrue on the unpaid or unforgiven principal amount at the rate set forth in Section 4, below, and that the entire principal balance and interest due thereon, subject to the forgiveness of principal and interest under Section 4.E below, shall be due in full, upon a Maturity Date. B. Amended Deed of Trust. The Loan and Amended Note shall be secured by an amended deed of trust in the form of Exhibit D attached hereto and made a part hereof (the “Amended Deed of Trust”) in the amount of $559,532.50 on the Property at 210 N Public Road, Lafayette, Colorado, executed by 210 and/or Borrower. The Amended Deed of Trust shall provide that the entire principal balance and interest due thereon, subject to the forgiveness of principal and interest under Section 4.E below, shall be due in full, upon a Maturity Date. 4. Repayment of Loan; Interest. A. Interest. (1) Subject to Section 4.A.(2), the Loan Amount shall bear interest on the principal amount thereof at the annual rate of six percent (6%) until paid in full. Interest shall accrue on the principal amount of the Loan beginning on the first anniversary of the Funding Date and continue to accrue on the unpaid principal amount of the Loan until the earlier of the Loan Maturity Date or the date Borrower pays the Loan in full. (2) Upon the occurrence and during the continuance of any Event of Default, the principal amount of the Loan shall bear interest at a rate per annum equal to 6% above the interest rate otherwise applicable to the principal amount of the Loan as set forth in 4.A.(1) above (the “Default Rate”), from the date of such Event of Default (after as well as before judgment). If any interest payable on the Loan or any other amount payable 6 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC hereunder shall not be paid when due (whether at the stated maturity, by acceleration or otherwise), then such overdue amount shall bear interest at a rate per annum equal to the Default Rate, in each case from the date of such non-payment until such amount is paid in full (after as well as before judgment). B. Method of Payment. Borrower shall make all payments called for under this Agreement by: (a) check or other negotiable instrument, payable to Lender’s agent or designee; or (b) by electronic payment, via EFT, if Borrower has completed the ACH direct deposit form, or via wire transfer. If Lender gives written notice to Borrower that a different entity or address shall be used for making payments under this Agreement, Borrower shall use the new entity or address so given by Lender. C. Payment. Borrower shall make payments to Lender or Lender’s designee as follows: (1) On the Loan Maturity Date (as defined above), Borrower shall repay to Lender the unpaid principal amount of the Loan, together with all interest accrued and unpaid thereon, (subject to the forgiveness of principal and interest under Section 4.E below), in immediately available funds, without deduction, set-off or counter-claim, and all other amounts owing under this Agreement and the Amended Note. There shall be no installment payments during the term of the Amended Note, however, interest shall compound annually at the rate or rates set forth in this Agreement. D. Prepayment. The Loan may be prepaid, in whole or in part, without premium or penalty, at any time. If Borrower intends to prepay the Loan in whole or in part, Borrower shall give not less than three (3) business days’ prior written notice thereof to Lender or Lender’s agent or designee. E. Forgiveness of Principal Balance Owing. If 210 has not breached the warranties provided for in Section 1 and is not otherwise in default under this Agreement as provided in Section 5 below, the entire principal balance owing and any interest accrued shall be forgiven on the Maturity Date (the fifth anniversary of the Funding Date), but only if 210 has satisfied the warranties provided for in Section 1.A of this Agreement. F. Release of Deed of Trust. Upon full payoff or forgiveness of the Loan, Lender shall cause the Amended Deed of Trust, together with any other liens or encumbrances which secure repayment of the Loan, to be released. 5. Events of Default. Any one or more of the following occurrences shall constitute an Event of Default under this Agreement including the Amended Note and Deed of Trust: A Payment Default. Borrower shall fail to: (i) pay the principal amount of the Loan on the Maturity Date (as defined above); or (ii) pay any other obligation under this Agreement or under the Loan Documents on the date such payment is due. B Misrepresentations. Any representation, warranty, statement made by 210 or Borrower in this Agreement, in any Loan Documents, or in any financial statement, report or 7 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC certificate furnished by 210 or Borrower to Lender under this Agreement shall prove to have been inaccurate in any material respect or to be untrue in any material respect as of the date on which the representation or statement was made. C. Lease Covenant. If Borrower breaches the Lease covenant set forth in Section 1 of this Agreement, LURA shall provide written notice to Borrower. Borrower shall immediately proceed to cure or remedy such breach, and in all events, such default shall be cured within 30 days after receipt of the notice, or such longer time as LURA and Borrower agree in writing. If Borrower fails to cure it shall be in default. D. Other Covenants. Borrower fails to perform or observe any covenants or any other material provision of this Agreement, including the Amended Note or Amended Deed of Trust, separate and apart from the Lease covenants or defaults in payments, and such failure continues for fifteen (15) business days. E. Insolvency. Borrower becomes insolvent, or an insolvency proceeding is commenced by Borrower or commenced against Borrower and is not dismissed or stayed within 30 days. “Insolvency proceeding” means any proceeding commenced by or against any person or entity under any provision of the United States Bankruptcy Code, as amended, or under any other bankruptcy or insolvency law. F. Security. The Amended Deed of Trust shall cease, for any reason, to create a valid lien on the Property purported to be covered thereby, or such lien shall cease to be perfected, in full force and effect, or Borrower or a third party shall so assert. 6. Rights and Remedies. Upon the occurrence and during the continuance of one or more Events of Default set forth in Section 5, Lender may immediately take one or more of the following actions: terminate this Agreement and/or declare the outstanding principal amount of the Loan to be immediately due and payable, together with all interest thereon and that all other obligations of Borrower shall be accrued under this Agreement and the other Loan Documents, without presentment, demand, protest or any notice of any kind, all of which are hereby expressly waived by the Borrower. Upon such declaration or such automatic acceleration, the entire outstanding principal amount of the Loan shall become immediately due and payable, without presentment, demand, protest or other formalities of any kind, all of which are hereby expressly waived by the Borrower, and Lender may thereupon exercise any remedies available to it at law or pursuant to the Loan Documents. Lender’s rights and remedies under this Agreement and all other agreements shall be cumulative. No exercise by Lender of one right or remedy shall be deemed an election of, or waiver of, any other right or remedy. 7. Relationship. A. Independent Organizations. Lender and Borrower are independent contracting parties. Borrower acknowledges that the conduct of Borrower and its employees and agents, and any other legal obligations of Borrower, are the sole responsibility of Borrower. This Agreement 8 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC and its performance will not create a partnership, joint venture, employment, fiduciary or similar relationship for any purpose. B. Confidentiality. Lender shall keep confidential and shall not disclose or use for its benefit or the benefit of any third party, other than in connection with its activities under this Agreement, any confidential information obtained from Borrower, without obtaining Borrower’s prior written consent, except to the extent that such confidential information is required to be disclosed by law. Confidential information means information furnished by Borrower under this Agreement that is expressly marked “confidential.” Confidential information does not include information that: (i) is or becomes generally available to the public other than as a result of a disclosure by Lender; (ii) was known by Lender before being furnished by Borrower; (iii) is independently developed by Lender without use, directly or indirectly, of any confidential information; or (iv) is or becomes available to Lender on a non-confidential basis from a source other than Borrower. 8. Miscellaneous. A. Appropriation. (1) The obligations of LURA hereunder shall not constitute an indebtedness of LURA within the meaning of any constitutional or statutory limitation or provision. The fiscal obligations of LURA under this Agreement are subject to annual appropriations by LURA, and shall be from year-to-year only and shall not constitute a mandatory payment obligation of LURA in any fiscal year beyond the present fiscal year. This Agreement shall not directly or indirectly obligate LURA to make any payments beyond those appropriated for any fiscal year in which this Agreement shall be in effect. The decision as to whether to appropriate such amounts shall be at the sole discretion of LURA. (2) In the event that LURA does not appropriate sufficient funds or such appropriation has expired for the fiscal year in which the appropriation was made, LURA shall provide written notice to 210 that payment or payments will not be made. The failure to appropriate funds or have funds available shall not be a breach of this Agreement. Notwithstanding the foregoing, LURA shall use good faith efforts to appropriate the funds B. Notices. All notices required or permitted hereunder shall be in writing and shall be effective upon mailing, deposited in the U.S. mail, postage prepaid, and addressed to the intended recipient as follows: To LURA: Lafayette Urban Renewal Authority Attn: Executive Director 1290 South Public Road Lafayette, CO 80026 with copies to: Hayashi & Macsalka, LLC 9 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC 9035 Wadsworth Pkwy. Suite 3500 Westminster, CO 80021 10 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC To Owner: 210 N Public LLC Attn: Graham Bailhache 210 N Public Road Lafayette, CO 80026 C. Assignment. This Agreement and the obligations hereunder are personal to the parties executing this Agreement, and are not assignable by 210 without the prior written consent of LURA which consent may be withheld in LURA’s sole discretion. No voluntary or involuntary successor in interest of 210 shall result in the acquisition of any rights or power under this Agreement, except as expressly set forth herein. Notwithstanding anything to the contrary in this Agreement, LURA may assign its rights and obligations under this Agreement. D. Applicable Law and Venue. This Agreement is being executed and delivered and is intended to be performed in the State of Colorado, and the laws of Colorado shall govern the validity, construction, enforcement and interpretation of this Agreement. Exclusive jurisdiction and venue for resolution of any dispute arising hereunder shall be in the Boulder County, Colorado, District Court. E. Recitals; Entire Agreement. The recitals set forth in the “Whereas” clauses above are true and correct and are incorporated into this Agreement as if set forth verbatim. This Agreement shall constitute the entire agreement between LURA and 210, and supersedes any prior agreements between the parties and their agents or representatives, all of which are merged into and revoked by this Agreement with respect to its subject matter. F. Severability. If any portion or portions of this Agreement shall be determined to be illegal or unenforceable, the remainder of this Agreement shall not be affected thereby and shall remain in full force and effect as if such illegal or unenforceable portion or portions did not exist. If all or any portion of the payments required by the terms of this Agreement are determined by a court of competent jurisdiction in a final non-appealable judgment, to be contrary to public policy or otherwise precluded, and if the decision of such court clearly indicates how such payments may be made differently and in a manner that is legal, valid and enforceable, then the Parties shall utilize their reasonable, best, good faith efforts to promptly restructure and/or amend this Agreement in accordance with such court decision, or to enter into a new agreement. G. Modification. This Agreement may only be modified, amended, suspended or terminated, and any terms or conditions may be waived by a written instrument executed by the parties hereto. 11 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC The parties have executed this Agreement effective as of the date set forth above. LAFAYETTE URBAN RENEWAL AUTHORITY By: Kevin Muller, Chair APPROVED AS TO FORM: _______________________________ Mary Lynn Macsalka, Lafayette City Attorney 210 N. PUBLIC, LLC a Colorado limited liability company Managing Member 210 N Public LLC By: Graham Bailhache 12 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC Exhibit A – 210 N Public Road Construction Plans [to be provided] 13 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC Exhibit B – Budget [to be provided] 14 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC Exhibit C – Amended Note [to be provided] 15 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC Exhibit D – Amended Deed of Trust [to be provided] 16 Docusign Envelope ID: F512A37E-664E-4667-9D16-6F65C53CBABC Exhibit E – ACH Direct Deposit Form [to be provided] 17 Lafayette Urban Renewal Authority Staff Report Items Pertaining to the Assignment of Easement Agreement for the Historic Coca-Cola Mural July 14, 2026 Prepared by: • Brigid Keating, LURA Executive Director Executive Summary At the July 14 meeting, LURA will consider approval of Resolution No. 2026-02 authorizing the assignment of the Easement Agreement for the historic Coca-Cola mural located on the south-facing wall of the building at 103 N. Public Road from the Lafayette Urban Renewal Authority (LURA) to the City of Lafayette. In addition, LURA will consider providing the City with a one-time contribution of $50,000 to support future work associated with the historic Coca-Cola mural. Background Information In 2016, LURA entered into an Easement Agreement with RJ Capital Investments, LLC in connection with the redevelopment of 103 N. Public Road. The easement grants LURA the rights necessary to install, maintain, and, if necessary, remove the historic Coca-Cola mural located on the south-facing wall of the building. While LURA holds the easement, ownership of the mural has always remained with the City of Lafayette. The Easement Agreement expressly authorizes LURA to assign the easement to the City of Lafayette. Since its installation in 2016, the mural has experienced significant deterioration due to prolonged exposure to the elements. In early 2022, LURA staff contacted the original restoration and preservation consultant to perform an updated condition assessment. Despite more than a year and a half of scheduling efforts, the consultant was unable to commit to a site visit. In 2024, LURA and the City jointly retained John Canning & Co., a nationally recognized architectural arts conservation firm, to conduct a comprehensive condition assessment. The assessment documented extensive paint loss, cracking, substrate deterioration, and ongoing weather-related damage. The report concluded that continued outdoor exposure will accelerate deterioration and identified indoor relocation as the most sustainable long-term preservation strategy, while also evaluating restoration, replication, and enhanced protection alternatives. As LURA has completed its urban renewal activities and is winding down its affairs, it is appropriate to transfer LURA's rights and obligations under the Easement Agreement to the City. This assignment aligns responsibility for the easement with ownership of the mural and positions the City to determine and implement the most appropriate long-term strategy. Financial Considerations As part of LURA's wind-down and transfer of responsibilities, staff recommends that LURA consider providing the City with a one-time contribution of $50,000 to support future work associated with the historic Coca-Cola mural. These funds may be used for activities directly related to the preservation project, including but not limited to restoration, conservation, removal, relocation, replication, modifications to the original installation, restoration of the original mural site, or other project-related activities necessary to preserve and interpret the mural. Providing these funds will help ensure that resources remain available to advance preservation efforts after responsibility for the easement has been transferred to the City. Recommendation Staff is recommending approval of Resolution 2026-02. 2 Motion Language Move to adopt Resolution No. 2026-02 authorizing the assignment of the Easement Agreement for the historic Coca-Cola mural from the Lafayette Urban Renewal Authority to the City of Lafayette and authorizing the Chair to execute the Assignment and Assumption of Rights and Obligations Agreement in a form approved by the City Attorney. AND Move to authorize the Chair to execute a Cooperative Agreement between the Lafayette Urban Renewal Authority and the City of Lafayette providing for a one-time transfer of $50,000 to the City to support activities directly related to the preservation of the historic Coca-Cola mural, including restoration, conservation, removal, relocation, replication, restoration of the original mural site, and other related project activities, in a form approved by the City Attorney. Attachments A. Resolution 2026-02 B. Draft Easement Assignment Agreement 3  LAFAYETTE URBAN RENEWAL AUTHORITY RESOLUTION NO. 2026-02 A RESOLUTION OF THE LAFAYETTE URBAN RENEWAL AUTHORITY OF THE CITY OF LAFAYETTE, COLORADO, AUTHORIZING THE ASSIGNMENT OF AN EASEMENT AGREEMENT TO THE CITY OF LAFAYETTE FOR THE HISTORIC COCA-COLA MURAL LOCATED ON THE SOUTH-FACING WALL OF THE BUILDING AT 103 N. PUBLIC ROAD WHEREAS, the Lafayette Urban Renewal Authority ("LURA") accepted an Easement Agreement pursuant to Resolution No. 2016-01 for the installation of the historic Coca-Cola mural on the south-facing wall of the principal building located on Lots 5 and 6, Block 22, E1/2 West Lafayette; and WHEREAS, the City of Lafayette owns the historic Coca-Cola mural that is the subject of the Easement Agreement; and WHEREAS, LURA has completed its urban renewal activities and is in the process of winding down its affairs; and WHEREAS, the Easement Agreement allows for the reassignment of the WHEREAS, it is in the best interest of LURA and the City of Lafayette to assign all of LURA's right, title, and interest in the Easement Agreement to the City so that the City may continue to display the historic Coca-Cola mural; and NOW, THEREFORE, BE IT RESOLVED BY THE LAFAYETTE URBAN RENEWAL AUTHORITY OF THE CITY OF LAFAYETTE, COLORADO, AS FOLLOWS: 1. LURA hereby authorizes the assignment of all of its right, title, and interest in the Easement Agreement accepted pursuant to Resolution No. 2016-01 to the City of Lafayette. 2. The Chair is authorized to execute an Assignment and Assumption of Easement Agreement, substantially in the form attached hereto as Exhibit A, together with such non-substantive changes as are approved by legal counsel. 3. Upon execution of the Assignment and Assumption of Easement Agreement, the City of Lafayette shall succeed to all rights and responsibilities of LURA under the Easement Agreement. PASSED and RESOLVED the _____ day of July, 2026. Resolution 2026-02 Page 2 of 2 LAFAYETTE URBAN RENEWAL AUTHORITY Kevin Muller, Chair ATTEST: APPROVED AS TO FORM: Brigid Keating, Executive Director Erin Poe, Deputy City Attorney 2 Resolution 2026-02 Page 2 of 2 EXHIBIT A (See Next Page) 3  EASEMENT ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS AGREEMENT THIS EASEMENT ASSIGNMENT AND ASSUMPTION OF RIGHTS AND OBLIGATIONS AGREEMENT (“Assignment and Assumption Agreement”) is entered into as of the ____ day of _____, 2026 (the “Effective Date”), by and between the Lafayette Urban Renewal Authority, a quasi-governmental authority (“Assignor/LURA”) and the City of Lafayette, a Colorado home-rule municipality (“Assignee/City”). RECITALS: A. On March 15, 2016, RJ Capital Investments, LLC, owner of certain real property located at 103 N. Public Road, Lafayette, Colorado, entered into that certain Easement Agreement (the "Easement Agreement") with Assignor/LURA, which was recorded in the Boulder County records at Reception No. 03514259, a copy of which is attached hereto as Exhibit A; and B. Pursuant to Section 4.2 of the Easement Agreement, Assignor/LURA is authorized to assign the Easement Agreement to the City of Lafayette without prior notice to the Grantor; C. Assignor/LURA desires to assign, and Assignee/City desires to accept the assignment of, all of Assignor/LURA's rights, interests, duties, and obligations under the Easement Agreement. D. Initial capitalized terms not otherwise defined herein shall have the meanings set forth in the Easement Agreement. AGREEMENT: NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. Assignment. Effective upon execution of this Assignment and Assumption Agreement by all parties, Assignor/LURA hereby assigns, transfers, and conveys to Assignee/City all of Assignor/LURA's right, title, interest, duties, and obligations under the Easement Agreement (collectively, the "Assigned Rights and Obligations"). 2. Assignee/City’s Assumption of Obligations. Effective upon the assignment, Assignee/City assumes and agrees to perform all obligations of Assignor/LURA arising under the Easement Agreement from and after the Effective Date. 3. Entire Agreement. This Assignment and Assumption Agreement contains the entire understanding and agreement between the parties hereto with respect to the subject matter hereof, and all prior negotiations, agreements, and understandings, oral or written, are merged herein and superseded hereby. 4. Authority. Each party for itself, its successors and assigns, hereby represents that it is duly and validly authorized to enter into, execute, deliver, and perform under this Assignment and Assumption Agreement, and that the parties signing on its behalf have all the necessary authority to execute and deliver this Assignment and Assumption Agreement. 5. Successors and Assigns. This Assignment and Assumption Agreement and all rights and obligations of Assignor/LURA and Assignee/City hereunder shall be binding upon and inure to the benefit of the parties and their respective successors and assigns. 6. Counterparts. This Assignment and Assumption Agreement may be executed in any number of counterparts, each of which shall be effective only upon delivery and thereafter shall be deemed an original, and all of which shall be taken to be one and the same instrument with the same effect as if all parties hereto had signed the same signature page. Any signature page of this Assignment and Assumption Agreement may be detached from any counterpart of this Assignment and Assumption Agreement without impairing the legal effect of any signatures thereon and may be attached to another counterpart of this Assignment and Assumption Agreement identical in form hereto but having attached to it one or more additional signature pages. 7. Governing Law. This Assignment and Assumption Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Exclusive venue for any legal proceeding arising out of this Assignment and Assumption Agreement shall be in Boulder County, Colorado. [Signature pages follow] 2  ASSIGNOR/LURA: LAFAYETTE URBAN RENEWAL AUTHORITY, a quasi-governmental entity By: Its: STATE OF COLORADO ) ) ss. COUNTY OF BOULDER ) The foregoing instrument was acknowledged before me on this ______ day of __________, 2026 by as _____________ of the Lafayette Urban Renewal Authority, a quasi-governmental entity. (notary seal) (Notary Public Official Signature) (Title of office) (Commission Expiration) 3 ASSIGNEE/CITY: CITY OF LAFAYETTE, COLORADO ____________________________________ Saul Tapia Vega, Mayor ATTEST: Lynette Beck, CMC, City Clerk APPROVED AS TO FORM: Mary Lynn Macsalka, City Attorney [Additional Signature pages follow] [Exhibit pages follow] 4  EASEMENT AGREEMENT 103 N. Public Road, Lafayette, CO) This EASEMENT AGREEMENT ("Agreement")is made and entered into this15~aay of Ar, 2016, by and between the LAFAYETTE URBAN RENEWAL AUT ORITY, a body corporate and politic of the State of Colorado ("LURA"), and RJ Capital Investments, LLC, a Colorado limited liability company, whose address is 103 N. Public Road, Lafayette, Colorado, 80027, and who is the owner of property located at 103 N. Public Road ("GRANTOR"). RECITALS: A. GRANTOR of real property in the area commonly known as is the owner 103 N. Public Road, Lafayette, CO, 80026, and more particularly described in Exhibit A attached hereto and incorporated hereby (the "Property"). B. GRANTOR contemplates redevelopment of the Property, including redeveloping the building at 103 N. Public Road. As a part of this redevelopment, GRANTOR entered into an Economic Redevelopment Agreement with the Lafayette Urban Renewal Authority, which authorized a loan from LURA to GRANTOR up to 00 291, 000. to be used for the redevelopment, and which also provided terms for the forgiveness of that loan (the "Development Agreement'). F. The Development Agreement also provided that GRANTOR would convey to LURA an easement for the installation, maintenance, and removal ( if necessary) of an historic Coca-Cola Mural, particularly described in Exhibit B attached hereto and more incorporated hereby (the "Mural').The Mural is to be permanently installed on south facing exterior wall of the principal building on the Property. This easement was to include the right to cross over the property, and to make such modifications to the south facing exterior wall, as necessary for the installation, maintenance, and removal ( if necessary) of the Mural. G. To that end, GRANTOR desires to grant to LURA, and LURA desires to accept this Easement on and over 103 N. Public Road, Lafayette, Colorado. THEREFORE, in consideration of the payment of Ten Dollars ($ 10.00)and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows: AGREEMENT 1. GRANT OF EASEMENT.  1.1 Grant. GRANTOR hereby irrevocably grant and convey to LURA does forever an easement in gross, to have and to hold in perpetuity, to constitute a binding servitude upon the Property and the South-Facing Exterior of the principal building located on the Property for the sole purpose of installing, maintaining, and removing if necessary, the Mural, in a manner consistent with the depiction on Exhibit B and as otherwise more particularly described herein. For purposes of this Easement, "South Facing Exterior" means the exterior surfaces of the principal building that are south facing, including, those portions of the principal building as are necessary to provide support for, and installation of, the Mural. In no event shall LURA have the right to enter the building on the Property without the prior consent of GRANTOR. 1.2 Nature of LURA's Right. LURA,and its assignees, shall forever have and own a right to enter onto the Property so far as it is necessary to,and to make full and free such modifications to the South Facing Exterior wall as are necessary for, the purposes of installing, maintaining, and removing, if and when removal is necessary, the Mural. The Mural remains, at all times, the property of the City of Lafayette's, and may only be moved, modified, or removed at the City of Lafayette's sole discretion. 2. AFFIRMATIVE COVENANTS. GRANTOR covenants on heirs, successors and assigns, with behalf of itself, its LURA, such covenants being deemed to binding servitude, in perpetuity, with the run as a Property, each of the following covenants and stipulations, which contribute to the purposes of this Easement in that they aid significantly in the preservation of the Mural, provide for its installment and maintenance, which contributes to the preservation of the historic character of the City of Lafayette, and the Lafayette Urban Renewal Area: 2.1 No Alterations Without Permission. GRANTOR shall undertake, not cause permit the undertaking, or suffer any demolition, alteration, remodeling, changes or of any nature, repairing, repainting or construction affecting the Mural, or which would result in increased maintenance requirements for the Mural, without written permission of LURA. If and only if, the Mural is at risk of immediate damage or destruction, GRANTOR may engage in temporary emergency work to prevent damage to the Mural. 2.2 Maintenance. LURA retains the sole right and obligation to maintain the Mural, and to enter onto the Property to do so. GRANTOR and LURA understand that maintenance may include the temporary removal of the Mural for maintenance purposes, followed by re- installation. 2.3 Termination upon removal. Notwithstanding the provisions of section 2,above, should the Mural be removed for more than 180 days, the Easement granted in 2. this agreement shall be deemed abandoned, and shall terminate upon written notice to LURA by GRANTOR 180 days after removal of the Mural.  2.4 Damage or Destruction. In the event that the Mural or any part thereof shall be damaged or destroyed by casualty, the GRANTOR shall notify LURA of the damage or destruction, such notification including what, if any, temporary emergency. work to prevent further damage to the Mural, has been completed. No repairs or reconstruction of any type, other than temporary emergency work to prevent further damage to the Mural, shall be undertaken without LURA's prior approval of the work. 2.5 Inspection. Representatives of LURA shall be permitted at reasonable times to comeupon the Property (without entering any building on the Property) to inspect for violation of any of the provisions, agreements or promises contained herein, upon advance notice by LURA. If LURA has reason to believe that violations are occurring or have occurred, LURA shall be permitted to come onto the Property without any notice whatsoever. 2.6 Coordination of Installation and Maintenance. GRANTOR and LURA shall make all reasonable efforts to work together and coordinate the installation of the Mural, its continued maintenance, and (if necessary) its removal. 2.7 Existing Liens. GRANTOR warrants to LURA that no lien or encumbrance exists on the Property as of the date hereof that would be superior to the rights granted herein. GRANTOR shall immediately any lien, claim cause of lien or mortgage that may hereafter come to exist against the Property which would have priority over any of the rights, title or interest hereunder of LURA, to be subordinated to the rights, title and interest of LURA. 2.8 Notice to Other Persons. Restrictions, stipulations and covenants contained in this Easement shall be inserted by GRANTOR in any subsequent deed or other legal instrument by which it divests itself of either the fee simple title to, or any lesser estate, including without limitation leasehold estates, in, the Principal Building, the Property or any part thereof. 3. Insurance. 3.1 Insurance. LURA willduring such time this Easement maintain Agreement is in full force and general liability insuring for third party effect, commercial claims of legal liability against LURA for liability caused by bodily injury, property damage, personal injury arising out of the installation, use and maintenance of the Mural and the use of the easement granted hereunder. The policy shall include an endorsement adding GRANTOR as and additional insured, and shall be primary coverage for the additional insured, without contribution from other valid insurance policies which may be available to the additional insured. Limits of the policy shall be at least $1 million per occurrence and $2 million in the general aggregate. 4. MISCELLANEOUS. 4.1 Binding Effect. This Agreement inures to the benefit of and is binding upon GRANTOR and LURA, including LURA's assignees which are permitted pursuant to Section 3 of this Agreement. 4.2 Assignment. LURA may, at its discretion and without prior notice to GRANTOR, convey and assign this Easement to the City of Lafayette, Colorado, or to a similar local, state, or national organization whose purposes are to promote historic preservation, and which is a qualified organization under Section 170( 3) h)( of the Internal Revenue Code and Internal Revenue Service Regulation 1), 1. 14( c)( 170A- C. S.§ 101 30. R. 38- 5- et seq., or any other applicable laws, rules or regulations; provided that any such conveyance or assignment requires that the conservation purposes for which this Easement was granted will continue to be carried out. 4.3 Interpretation, Jurisdiction and Venue. This Agreement is being executed and delivered and is intended to be performed in the State of Colorado, and the laws of Colorado govern the validity, construction, enforcement and interpretation of this Agreement. Exclusive jurisdiction and venue for resolution of any dispute arising hereunder shall be in the Boulder County, Colorado District Court. 4.4 Amendment. This Agreement may be amended only by a written instrument signed by the parties to this Agreement. 4.5 Notices. All notices which may be given to parties hereunder shall be in writing and shall be sent to the parties at the address specified below: LURA: Lafayette Urban Renewal Authority Attn: Executive Director 1290 So. Public Road Lafayette, CO, 80026 Telephone: (303)661-1226 With a copy to: Williamson & Hayashi, LLC Attn: Dave Williamson 1650 38th Street, Ste. 103W Boulder, CO, 80301 Telephone: (303) 443-3100  GRANTOR: RJ Capital Investments, LLC 103 North Public Road Lafayette, CO 80027 Telephone: (720) 564-1524 or to any change of address given in writing by one party or the other. 4.6 Additional Documents or Action. The parties to this Agreement agree to execute any additional documents or take any additional action that is necessary to carry out this Agreement or is reasonably requested by another party to confirm or clarify the intent of the provisions hereof and to effectuate the agreements herein contained and the intent hereof. If all or any portion of this Agreement are asserted or determined to be invalid, illegal or are otherwise precluded, the parties to this Agreement, within the scope of their powers and duties, shall cooperate in the joint defense of such documents and, if such defense is unsuccessful, such parties will use reasonable, diligent good faith efforts to amend, reform or replace such precluded items to assure, to the extent legally permissible, that each party substantially receives the benefits that it would have received under this Agreement. 4.7 Good Faith of Parties. In the performance of this Agreement or in considering any requested approval, consent, acceptance, or extension of time, the parties agree that each will act in good faith and will not act unreasonably, arbitrarily, capriciously, unreasonably withhold, condition, or delay any approval, acceptance, or or extension of time required or requested pursuant to this Agreement. 4.8 Waiver of Breach. Any waiver of any requirement or obligation hereunder must be in writing to be effective. Any waiver by any party tothis Agreement of any term or provision of this Agreement shall be narrowly construed, and shall not operate or be construed as a subsequent or continuing waiver of said term or provision. 4.9 Default/ Breach. In the event of a breach or default by any party hereunder, as determined by a court of competent jurisdiction, the non- defaulting party shall be entitled to any and all remedies provided under this Agreement or available at law or equity, including, without limitation, actions for damages, injunctive relief, and specific performance. Should any party default in any of the covenants or obligations in this Agreement, the defaulting party will pay reasonable expenses or enforcing this Agreement, including reasonable attorneys' fees. 4. 10 Article and Section Captions. The captions of the articles and sections of this Agreement are set forth only for the convenience and reference of the parties and are not intended in any way to define, limit, or describe the scope or intent of this Agreement. 4. 11 Partnership. Notwithstanding any language in this Agreement, LURA No is not a member, partner, or joint venturer of GRANTOR, and LURA shall be responsible for any debt or liability of GRANTOR or its contractors or agents. GRANTOR is not responsible for any debt or liability of LURA or its contractors or agents. 4. 12 Severability. If any portion or portions of this Agreement are determined to be illegal unenforceable, the remainder of this Agreement shall not be affected thereby or and shall remain in full force and effect as if such illegal or unenforceable portion or portions did not exist. If all or any portion of the payments required by the terms of this Agreement are determined, by a court of competent jurisdiction in a final non-appealable judgment, to be contrary to public policy or otherwise precluded, and if the decision of such court clearly indicates how the payments may be made differently and in a manner that is legal, valid and enforceable, then the parties hereto shall utilize their reasonable, best, good faith efforts to promptly restructure and/or amend this Agreement in accordance with such court decision, or to enter into a new agreement, to assure, to the extent legally permissible, that all payments are made to GRANTOR as contemplated by this Agreement, 4. 13 Recording. The Easement granted pursuant to this Agreement shall be recorded in the records of the Clerk and Recorder of Boulder County, Colorado. DATED the date as set forth above. THE LAFAYETTE URBAN RENEWAL AUTHORITY, a body corporate and politic By: Sally M in, Chairperson ATTEST By: Secretary/Ex u i e irector APPR By: OLS~T 0O RM: Dave Williamson, City Attorney COUNTY OF BOULDER ss: STATE OF COLORADO ask` The foregoing instrument was acknowledged before me thistday of MiprL- ,2016, by Sally Martin, Chair of The Lafayette Urban Renewal Authority, a body corporate and politic. Witness my hand and official seal. Notary Public My commission expires: SUSAN BARKER NOTARY PUBLIC hate!- 2ot9 STATE OF COLORADO NOTARY ID # 20034035639 MV COMMISSION EXPIRES OCTOBER 20. 20t9 OWNER (GRANTOR) By: CAPI 1. INdE'STMLNT$ L-. RJ Capital Investments, LLC COUNTY OF BOULDER SS: STATE OF COLORADO i'= T foregoing instrument was acknowledged before me this day of 7h 016, by Sd\ S. L,i ~ psg of RJ Capital Investments, LLC, owner of 103,N. Public Road, Lafayette, CO. Witness my hand and official seal. C~ GU% h-a ' Q~ 1Gw~ Notary Public My commission expires: SUSAN BARKER rn1 1.~( 0.71 9 EFNOTARY NOTARY PUBLIC TATE OF COLORADO ID # 20034035639 SION EXPIRES OCTOBER 20, 2019  EXHIBIT A Lots z West Lafayette 6,Block 22, E'/ 5-  EXHIBIT B N 111 • A m6. i i l m.. n-...-~ l.. maw avwaV arw ate A. v yy r / ~ li 1 F SOUTH ELEVATION