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HomeMy WebLinkAbout08/03/2010RENEWAL WHEAT �y RIDGE Progress Through Partnership AGENDA August 3, 2010 Notice is hereby given of a Public Meeting to be held before the City of Wheat Ridge Urban Renewal Authority on Tuesday, August 3, 2010 at 6:00 p.m., in the Lobby Conference Room of the Municipal Building at 7500 West 29th Avenue, Wheat Ridge, Colorado. Individuals with disabilities are encouraged to participate in allpublic meetings sponsored by the City of Wheat Ridge. Call Heather Geyer, Public Information Officer at 303 -235 -2826 at least one week in advance of a meeting if you are interested in participating and need inclusion assistance. 1. Call the Meeting to Order 2. Roll Call of Members 3. Approval of Minutes a. June 1, 2010 4. Public Forum (This is the time for any person to speak on any subject not appearing on the agenda. Public comments may be limited to 3 minutes.) 5. Staff Updates 6. Executive Session to consider the purchase, acquisition, lease, transfer or sale of real, personal or other property located generally at 44 Avenue and Wadsworth Boulevard pursuant to C.R.S. Section 24- 6- 402(4)(a) 7. Other Matters 8. Adjournment 0,4 RENEWAL iNHEAT RIDGY Progress Through Partnership MINUTES RENEWAL WHEAT RIDGE June 1, 2010 1. Call the Meeting to Order The meeting of Renewal Wheat Ridge was called to order by Chair Adams at 6:00 p.m. in the council chambers of the Municipal Building, 7500 West 29 Avenue, Wheat Ridge, Colorado. 2. Roll Call of Members Authority Members Present: Rick Adams James Bahrenburg Walt Pettit Tom Radigan Becky Bye Janet Leo Authority Members Absent: Larry Schulz Also attending: Patrick Goff, Executive Director Denise Balkas, WR2020 Director Corey Hoffmann, RWR Attorney Ann Ricker, Leland Consultants Karen Van Ert, Recording Secretary 3. Approval of Minutes — May 4, 2010 It was moved by Walt Pettit and seconded by James Bahrenburg to approve the minutes of May 4, 2010 as presented. The motion passed unanimously. 4. PUBLIC FORUM (This is the time for any person to speak on any subject not appearing on the agenda.) There was no one present to address the Authority. 5. Staff Updates Patrick Goff reported on the May 10 meeting with Jefferson County concerning the 44 and Wadsworth project. The County pledged they would make final decisions by May 21 st concerning the programming 7500 West 29 "' Avenue Wheat Ridge, CO 80033 Phone: 303.235.2805 Fax: 303.235.2805 www.ci.wheatridge.co.us and by May 24 on the construction options for their proposed building at the 44 and Wadsworth site. As of June 1 St the County had not responded. Patrick also reported the Library Donation was at a balance of $99,583 as of April 30 A discussion of the account balance followed. It was moved by Rick Adams and seconded by Walt Pettit that Patrick Goff be directed to check the account value daily and when the balance reaches $99,500 a request be made to withdraw the money. The motion passed unanimously. 6. Sub -Area Market Studies — Anne Ricker, Leland Consulting Anne Ricker reviewed summaries of the sub -area market studies prepared by Leland Consulting for 44 Avenue and Kipling Street and 38 Avenue and Kipling Street. The summaries included demographics, psychographics, residential and retail demand. Anne walked the authority through the highlights of the studies. She led the discussion and answered questions regarding mixed use development, the ownership of the parcels within the nodes, major factors and opportunities in the area and the importance of capitalizing on the amenities that already exist in the areas. Further discussion included population profiles, how to attract new residents to the area, and the possible use of TIF dollars to fill in the gaps. It was noted that although the parcels are only six blocks apart geographically they are very different in use, accessibility, and image. Anne summarized her task list from the discussion to include the following items: 1. List and locate the top ten property owners in the areas on a map 2. Expand the list of Psychographic profile segments 3. Outline marketing /selling points of the area, like how easy it is to travel downtown on the surface streets, as opposed to using I -70 4. Performa — add data for potential capacity 7. Other Matters Rick Adams stated that at this time there is no reason to conduct the regularly scheduled RWR meeting on June 15 th . 8. Adjournment It was moved by Walt Pettit and seconded by James Bahrenburg that the meeting be adjourned. The motion passed unanimously. The meeting was adjourned at 7:35 p.m. The next meeting is scheduled for July 20, 2010. Rick Adams, Chair Karen Van Ert, Recording Secretary RENEWAL WHEAT RIDGE Progress Through Partnership MEMORANDUM TO: Renewal Wheat Ridge Board Me I FROM: Patrick Goff, Executive Director_ RE: 44 and Wadsworth Redevelopment Project DATE: July 30, 2010 On July 22, 2010 Renewal Wheat Ridge staff coordinated a meeting between Jefferson County and Weston Solutions to initiate the process of drafting the required agreements and contracts for the 44 and Wadsworth Redevelopment Project. The following contracts were identified: 1. Community Development Block Grant Infrastructure General Contracting Agreement (Weston — RWR): Defines the role Weston will assume in the construction of the $860,000 of infrastructure work funded with Federally allocated Community Development Block Grant funds (Agreement for Services and Owner's Representative Proposal — Attachments 1 and 2). 2. Developer Fee (Weston — RWR): Includes the Developer Fee amount, payout timing, and Statement of Work document detailing what services and tasks Weston will provide as Master Developer (Developer Fee — Attachment 3). 3. General Infrastructure General Contracting Agreement (Weston — RWR): Defines the role Weston will play in the remainder of the infrastructure work to be paid for using RWR funds. 4. Retail Pad Development (Weston- RWR): Defines the roles Weston and RWR will assume regarding paying for and building the infrastructure required to create a finished retail pad. 5. Purchase and Sale Agreement (RWR — Jefferson County): Includes the terms and payment by which Jefferson County will purchase the finished pad site from RWR. This contract will define the physical condition of the finished pad site, as well as payment and land transfer timing. RWR will draft this contract with input and review from Weston and Jefferson County. 6. Open Space Funds Agreement (RWR — Jefferson County): Agreement detailing the amount, use and timing of $150,000 Jefferson County Conservation Trust Funds to be spent on public open space at the Wheat Ridge site. Jefferson County will draft this contract with input and review from Weston and RWR. 7500 West 29 Avenue Wheat Ridge, CO 80033 Phone: 303.235.2805 Fax: 303.235.2805 www.ci.wheatridge.co.us 7. Land Swap Contract (FirstBank — RWR - Weston): Agreement defining what area of FirstBank's current property will be swapped for replacement parking to the east. The contract will detail the land area, transfer timing, and consideration. The consideration to be paid to FirstBank includes the bank's closing costs and is estimated at $100,000 to $150,000. RWR will draft this contract with input and review from Weston. At the August 3` meeting, staff would like to discuss in greater detail with the RWR Board the terms of the Developer Fee and how it relates to the Community Development Block Grant Infrastructure General Contracting Agreement and the General Infrastructure General Contracting Agreement. The additional contracts and agreements are or will be drafted in the next several weeks. Attachments: 1. Agreement for Services — Renewal Wheat Ridge and Weston Solutions 2. 2010 CDBG Fund Owner's Representative Proposal —Weston Solutions 3. Developer Fee Proposal — Weston Solutions 4. Preliminary Construction Schedule 5. Master Redevelopment Agreement, November 5, 2009 AGREEMENT FOR SERVICES THIS AGREEMENT is made and executed this day of , 2010, by and between the WHEAT RIDGE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado (hereafter referred to as "the Authority), and Weston Solutions, Inc, (hereafter referred to as the "Redeveloper "). WITNESSETH WHEREAS, the Authority and the Redeveloper previously entered into a Master Redevelopment Agreement dated November 5, 2009, regarding the parcel of property consisting of 399,969 square feet of property, more or less, located at 7340 West 44` Avenue, 7540 West 44 Avenue, and 7300 West 40 Avenue in Wheat Ridge, Colorado, and more particularly described in Exhibit A, which is attached hereto and expressly incorporated herein (the "Property"); WHEREAS, the Authority and the Redeveloper are in the process of negotiating an Amended and Restated Redevelopment Agreement to memorialize the redevelopment of the Property to include, in part, the installation of necessary infrastructure to allow the Authority to sell a "pad ready" site to Jefferson County for the construction of a Jefferson County service center and the creation of additional buildable lots upon and within the Property for redevelopment of the Property; WHEREAS, the Authority has been allotted the sum of $861,682 in Community Development Block Grant ( "CDBG ") Funding, which funding must be used by the end of calendar year 2010 for certain work related to the redevelopment of the Property, and which work must be completed separately and on tasks that are eligible to be paid from CDBG Funding (the "CDBG Work ") WHEREAS, because of the time frame in which the CDBG Funding must be used, the Authority and the Redeveloper desire to enter into an Agreement for Services in advance of the proposed Amended and Restated Redevelopment Agreement that will cause Redeveloper to manage and oversee the procurement of a contract for the CGBG Work, including the preparation of a General Contractor Bid Package for the CDBG Work, as more particularly described below; and WHEREAS, the parties hereto wish to memorialize their agreement as to the proposed services to be provided herein and to set forth their various and respective duties and responsibilities in connection with such CDBG Work. NOW, THEREFORE, the parties hereto, for themselves, their successors and assigns, in and for the consideration of the performance of the mutual duties and responsibilities set forth herein, the receipt and adequacy of such consideration being hereby acknowledged, do hereby covenant and agree as follows: 7/29/10 I AGREEMENT FOR SERVICES -1 (2).DOC ATTACHMENT 1 1. Scope of Services Redeveloper shall complete the Scope of Work as described in Exhibit B attached hereto and incorporated herein by this reference. Redeveloper shall furnish all labor and materials to perform the work and services required for the complete and prompt execution and performance of all duties, obligations, and responsibilities set forth in the Scope of Work. 2. Compensation Compensation as set forth in the Scope of Work is estimated to be $13,320 on a time and materials basis. Provided however, compensation shall not exceed $15,000 for the work described in Exhibit B. Payment shall be made in accordance with the schedule of charges in Exhibit C. Invoices will be itemized and include hourly breakdown for all personnel and other charges. 3. Commencement and Completion of Work Redeveloper shall commence work upon the execution of this Agreement. This Agreement shall be completed by December 31, 2010. 4. Professional Responsibility Redeveloper hereby represents that it is qualified to assume the responsibilities and render the services described herein and has all requisite corporate authority and professional licenses in good standing, required by law. The work performed by Redeveloper shall be in accordance with generally accepted professional practices and the level of competency presently maintained by other practicing professional firms in the same or similar type of work in the applicable community. Redeveloper shall be responsible for the professional quality and technical accuracy of all specifications, reports, and other services furnished by Redeveloper under this Agreement. Redeveloper shall, without additional compensation, correct or resolve any errors or deficiencies in its specifications, reports, and other services which fall below the standard of professional practice. 5. Compliance with Law A. The work and services to be performed by Redeveloper hereunder shall be done in compliance with applicable laws, ordinances, rules, and regulations. B. Illegal Aliens. 1. Certification. By entering into this Agreement, Redeveloper hereby certifies that, at the time of this certification, it does not knowingly employ or contract with an illegal alien who will perform work under the Agreement and that Redeveloper will participate in either the E- Verify Program administered by the United States Department of Homeland Security and Social Security Administration or the Department Program administered by the Colorado Department of Labor and Employment in order to confirm the employment eligibility of all employees who are newly hired for employment to perform work under the Agreement. 7/29/10 2 AGREEMENT FOR SERVICES -1 (2).DOC 2. Prohibited Acts. Redeveloper shall not: a. Knowingly employ or contract with an illegal alien to perform work under this Agreement; or b. Enter into a contract with a subcontractor that fails to certify to Redeveloper that the subcontractor shall not knowingly employ or contract with an illegal alien to perform work under this Agreement. 3. Verification. a. Redeveloper has confirmed the employment eligibility of all employees who are newly hired for employment to perform work under this Agreement through participation in either the E -Verify Program or the Department Program. b. Redeveloper shall not use the E- Verify Program or the Department Program procedures to undertake pre - employment screening of job applicants while this Agreement is being performed. C. If Redeveloper obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien who is performing work under the Agreement, Redeveloper shall: i. Notify the subcontractor and the Authority within three (3) days that Redeveloper has actual knowledge that the subcontractor is employing or contracting with an illegal alien who is performing work under the Agreement; and ii. Terminate the subcontract with the subcontractor if within three (3) days of receiving the notice required pursuant to subparagraph (a) hereof, the subcontractor does not stop employing or contracting with the illegal alien who is performing work under the Agreement; except that Redeveloper shall not terminate the contract with the subcontractor if during such three (3) days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien who is performing work under the Agreement. 4. Duty to Comply with Investigations. Redeveloper shall comply with any reasonable request by the Colorado Department of Labor and Employment made in the course of an investigation conducted pursuant to C.R.S. § 8- 17.5- 1O2(5)(a) to ensure that Redeveloper is complying with the terms of this Agreement. 5. If Redeveloper does not currently employ any employees, Redeveloper shall sign the No Employee Affidavit attached hereto. 7/29/10 3 AGREEMENT FOR SERVICES -1 (2).DOC 6. Indemnification Redeveloper agrees to indemnify and hold harmless the Authority, its officers, employees, and insurers, from and against all liability, claims, and demands, on account of injury, loss, or damage, including without limitation claims arising from bodily injury, personal injury, sickness, disease, death, property loss or damage, or any other loss of any kind whatsoever, which arise out of 'or are in any manner connected with this Agreement, to the extent such injury, loss, or damage is caused by the negligent act, omission, error, professional error, mistake, negligence, or other act of negligence of Redeveloper, any subcontractor of Redeveloper, or any officer, employee, representative, or agent of Redeveloper. 7. Insurance The Redeveloper agrees to obtain and maintain during the life of this Contract, a policy or policies of insurance against all liability, claims, demands and other obligations assumed by the Redeveloper pursuant to Section 6 above. Redeveloper shall obtain and maintain during the life of this Contract, and shall cause any subcontractor to obtain and maintain during the life of this Contract, the minimum insurance coverages listed below. Such coverages shall be obtained and maintained with forms and insurers acceptable to the Authority. All coverages shall be continuously maintained to cover all liability, claims, demands and other obligations assumed by the Redeveloper pursuant to Section 6 above. In the case of any claims - made policy, the necessary retroactive dates and extended reporting periods shall be procured to maintain such continuous coverage. A. Worker's Compensation Insurance to cover obligations imposed by applicable law for any employee engaged in the performance of the work under this Contract, and Employers Liability Insurance with minimum limits of six hundred thousand dollars ($600,000) each incident, one million dollars ($1,000,000) disease — policy limit, and one million dollars ($1,000,000) disease —each employee. Evidence of qualified self - insured status may be substituted for the worker's compensation requirements under this paragraph. B. Commercial general liability insurance with minimum combined single limits of six hundred thousand dollars ($600,000) each occurrence and one million dollars ($1,000,000) general aggregate. The policy shall be applicable to all premises and operations. The policy shall include coverage for bodily injury broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual products, and completed operations. This policy shall contain a severability of interests provision. C. The policy required by paragraph B., above, shall be endorsed to include the Authority and the Authority's officers, employees, and consultants as additional insureds. The policy required in Paragraphs A and B above shall be primary insurance, and any insurance carried by the Authority, its officers, its employees, or its consultants shall be excess and not contributory insurance to that provided by Redeveloper. No additional insured endorsement to the policy required by paragraph 1., above, shall contain any exclusion for bodily injury or property damage arising from completed 7/29/10 4 AGREEMENT FOR SERVICES -1 (2).DOC operations. Redeveloper shall be solely responsible for any deductible losses under any policy required above. D. The certificate of insurance provided for the Authority shall be completed by Redeveloper's insurance agent as evidence that policies providing the required coverages, conditions, and minimum limits are in full force and effect, and shall be reviewed and approved by the Authority prior to commencement of the Agreement. No other form of certificate shall be used. The certificate shall identify this Agreement and shall provide that the coverages afforded under the policies shall not be cancelled, terminated, or materially changed until at least thirty (30) days prior written notice has been given to the Authority. The completed certificate of insurance shall be sent to: Renewal Wheat Ridge 7500 West 29 Avenue Wheat Ridge, Colorado 80033 Attn: E. Failure on the part of Redeveloper to procure or maintain policies providing the required coverages, conditions, and minimum limits shall constitute a material breach of agreement upon which the Authority may immediately terminate this Agreement, or at its discretion, the Authority may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Authority shall be repaid by Redeveloper to the Authority upon demand, or the Authority may offset the cost of the premiums against any monies due to Redeveloper from the Authority. F. The parties hereto understand and agree that the Authority, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations (presently one hundred fifty thousand dollars ($150,000) per person and six hundred thousand dollars ($600,000) per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, Colo. Rev. Stat. §24 -10 -101 et sec , 10 Colo. Rev. Stat., as from time to time amended, or otherwise available to the Authority, its officers, its employees, or agents. 8. Non - Assignability Neither this Agreement, nor any of the rights or obligations of the parties hereto, shall be assigned by either party without the written consent of the other. 9. Termination This Agreement shall terminate upon the Authority's providing Redeveloper with thirty (30) days advance written notice. In the event the Agreement is terminated by the Authority's issuance of said written notice of intent to terminate, the Authority shall pay Redeveloper for all work previously authorized and completed prior to the date of termination. If, however, Redeveloper has substantially or materially breached the standards and terms of this Agreement, the Authority shall have any remedy or right of set -off available at law 7/29/10 5 AGREEMENT FOR SERVICES -1 (2).DOC and equity. If the Agreement is terminated for any reason other than cause prior to completion of the Project, any use of documents by the Authority thereafter shall be at the Authority's sole risk, unless otherwise consented to by Redeveloper. 10. Venue This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in the County of Jefferson, State of Colorado. 11. Independent Contractor Redeveloper is an independent contractor. Notwithstanding any provision appearing in this Agreement, all personnel assigned by Redeveloper to perform work under the terms of this Agreement shall be, and remain at all times, employees or agents of Redeveloper for all purposes. Redeveloper shall make no representation that it is the employee of the Authority for any purpose. 12. Notice Any notice or communication between Redeveloper and the Authority which may be required, or which may be given, under the terms of this Agreement, shall be in writing and shall be deemed to have been sufficiently given when directly presented or sent pre- paid, first class United States Mail, addressed as follows: To the Authority Patrick Goff Executive Director Wheat Ridge Urban Renewal Authority 7500 W. 29"' Avenue Wheat Ridge, CO 80033 With a copy to: Corey Y. Hoffmann, Esq. Hayes, Phillips, Hoffmann & Carberry, P.C. 1530 Sixteenth Street, #200 Denver, CO 80202 To the Redeveloper: With a copy to: 13. Entire Agreement This Agreement and the attached exhibits constitute the entire Agreement between Redeveloper and the Authority, superseding all prior oral or written communications regarding the Scope of Services attached hereto. None of the provisions of this Agreement may be amended, modified, or changed, except as specified herein. 7/29/10 6 AGREEMENT FOR SERVICES -1 (2).DOC IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and date first above set forth. WHEAT RIDGE URBAN RENEWAL AUTHORITY, a body politic Chairman ATTEST: Secretary WESTON SOLUTIONS, INC., a Pennsylvania corporation By: Its: ATTEST: 7/29/10 7 AGREEMENT FOR SERVICES -1 (2).DOC �l SOLUTIONS Weston Solutions, Inc. 1125 Kelly Johnson Blvd. Suite 300 Colorado Springs CO 80920 719- 260 -4460 • Fax 719 - 590 -7310 www.westonsolutions.com 28 July 2010 Mr. Patrick Goff City Manager City of Wheat Ridge 7500 West 29` Avenue Wheat Ridge, Colorado 80033 RE: 2010 CDBG Fund Owner's Representative Proposal Dear Mr. Goff: Weston Solutions, Inc. ( WESTON@) is pleased to provide you with the attached proposal to provide Construction Management services for the work associated with the 2010 CDBG funds that have become available for use on the 44` & Wadsworth Redevelopment Project. This proposal includes a summary of our scope of work, our technical and management approach, qualifications, and cost breakdown. In working with the City of Wheat Ridge, and Renewal Wheat Ridge specifically, WESTON has a full understanding of the development's needs and the time constraints that exist with utilizing the available block grant funds within the calendar year. We are confident we have the qualifications and experience to assist with the management of the required contracts, in accordance with HUD and FAR regulations, to ensure the development continues on schedule. Thank you for providing WESTON with this opportunity. If you have any questions or require further clarification, please do not hesitate to contact me at 303 - 729 -6152 or via email at john .glabach @westonsolutions.com, or Nick Moore at 719- 260 -4487 or via email at nicholas.moore@westonsolutions.com. Very truly yours, WESTON SOLUTIONS, INC 4 John Glabach, PE Project Manager Attachments: Scope of Work Preliminary Project Schedule Mountain Profit Center Rate Sheet ATTACHMENT 2 Scope of Work Because of the urgency of this task, the following scope of work is intended to be performed on a Time and Materials (T &M) basis with an estimated cost of completion of $13,320. This cost does not include the effort to administer the contract after award to the selected General Contractor. This scope of work is focused on quickly identifying and contracting work that can be funded, executed, and paid for with the $861,000 in Community Development Block Grants (CDBG) funds available for use on the 44` and Wadsworth redevelopment. Positive Identification and Coordination for items to be performed using the 2010 CDBG Funds. o Items covered in the "2010 Eligible Tasks" section will be justified in regards to eligibility of the task based on Housing and Urban Development (HUD) CDBG regulations. o A budget will be prepared based on the Rough Order of Magnitudes (ROMs) previously provided by WESTON as part of the conceptual cost estimate. The goal will be to contract for $861,000 worth of services completed prior to December 31, 2010. o Coordinate with Renewal Wheat Ridge and applicable teaming partners, to agree on the best value or combination of contracts to pursue prior to the Statement of Work (SOW) preparation. o Coordination with Wheat Ridge procurement staff as necessary, although it is assumed the HUD and FAR regulations are sufficient for competition requirements. Preparation of SOW for Procurement by Sealed Bid Methods for construction (demolition) work. o Firm Fixed Price (FFP) contracts will be solicited as the preferred method for procuring construction services by HUD. o SOWS and invitations to bid will be prepared for formal advertisement to general contractors. o Documents will be provided to Wheat Ridge staff for review prior to solicitation. o Existing Wheat Ridge construction standards shall be referenced as the applicable project specifications in the bid documents. Preparation of SOW for Procurement by Competitive Proposal Methods for Architectural/Engineering (A/E) services. o Competitive Proposals will be solicited, as allowable by HUD, for the services of a Professional Land Surveyor. Specific eligible items identified for 2010 execution are the preparation of legal descriptions for land acquisition. o Competitive Proposals will be solicited, as allowable by HUD, for Civil Engineering services. If CDBG funds remain available, the project team will consider the benefit and feasibility of having a Final Drainage Report prepared under this contract. o WESTON will provide a method for conducting technical evaluations of the proposals received for use by the selection team. Open Advertisement o SOWs will be advertised and solicited to appropriate General Contractors and A/E firms. o Sufficient time shall be provided for responders to prepare quality technical and cost proposals. • Contractor Selection • Although the General Contractor selection will be based with cost as the primary factor, WESTON will provide due diligence on the apparent winner to ensure the company meets minimum required standards for performance. • Due diligence will be provided by WESTON in regards to exceptions and exclusions in the received proposals to ensure the low bidder represents the lowest overall cost. • WESTON will organize and attend a public bid opening at a Wheat Ridge facility in coordination with the appropriate Wheat Ridge procurement staff. • WESTON will provide two staff members to the A/E selection team for technical review of the professional service proposals. It is assumed Wheat Ridge will provide staff for technical review as well. • Contracting o WESTON will assist Renewal Wheat Ridge with technical questions related to both the prepared SOW and HUD requirements in their preparation of the general contract. o WESTON will provide an Awarding Agency Review Package upon request. This package may be requested from Renewal Wheat Ridge where the awarding agency believes such review is needed to ensure the item/service specified is the one being proposed for purchase. Currently WESTON's Developer Fee includes A/E services necessary for due diligence including a traffic study, geotechnical investigation, and Phase II environmental site assessment. The developer fee also includes the administration of these contracts. Should these A/E services be paid for through CDBG funds to meet CDBG timing requirements or any other reason, WESTON would continue to administer these contracts as originally planned through the developer fee, and funds set .aside for these external expenses by WESTON could be used to offset the additional services outlined here. It is planned that construction management, site safety, inspection requirements, and all like tasks associated with construction work will be borne by the winning contractor and written into said contractor's general contract held with Renewal Wheat Ridge. In regards to additional oversight of the General Contractor's effort, included below is an outline of the tasks WESTON can provide, for an additional fee, utilizing our local team of construction industry professionals. • Two differing levels of oversight for the General Contractor's contract are presented for consideration. o Contractor Coordination and Oversight — estimated fee of $21,870 ■ General Contractor maintains site. • Anticipated WESTON effort would include approximately 8 hours per week for on -site supervision and meeting attendance (by WESTON Site Manager) and 4 hours per week for project management/coordination (by WESTON Project Engineer). ■ Tasks that would be included in this scope include: • Periodic site inspection • Site safety compliance 2 • Visual quality assurance and inspections (no third party material testing) • Attendance and documentation for weekly coordination meetings • Technical review of project schedule and invoicing • Assurance of general contract compliance Direct expenses such as mileage would apply for site management. WESTON would review and recommend approval of contractor monthly invoices. o Construction Site Management — estimated fee of $73,530 • WESTON would provide a full -time Site Manager for continual monitoring of the site for safety, contract compliance and quality assurance. • Tasks that would be included in this scope include: • Full -time site presence • Site safety compliance • Visual quality assurance and inspections (no third party material testing) • Attendance and documentation for weekly coordination meetings • Technical review of project schedule and invoicing • Assurance of general contract compliance ■ General condition fees for project direct overhead costs would apply. A detailed SOW would be prepared by WESTON at the request of Wheat Ridge for any work associated with the construction management effort. Either a FFP or T &M contract would be negotiated at your preference. 2010 Eligible Tasks: Anticipated to be Included in General Contractor Bid Package: o Construction Site Management (General Contractor) o SWPPP & Permitting (General Contractor) o Building Asbestos & Hazardous Material Abatement (General Contractor) o Building Demolition (General Contractor) o Contaminated Soil Remediation (if required - General Contractor) ■ Required work will be identified as part of the Phase II Environmental Assessment — WESTON Master Developer Due Diligence o Wheat Ridge Site Demolition (General Contractor) o North Parking Lot Demolition (General Contractor) ■ Extending to the existing Panda King boundary Eligible but Not Anticipated to be Included in Bid Package: o Existing Bank Parking Lot Demolition ■ Phasing and contractual issues will likely prohibit this work from 2010 inclusion. • Non- Eligible Tasks Related to Construction Effort: o SWPPP Maintenance ■ This will be an ongoing requirement that may need to be carried under separate contract or provided by Wheat Ridge until vegetation is established or other Best Management Practices are permanently in place. ■ Maintenance items are typically not CDBG eligible. ■ This may be able to be considered "warranty" work associated with the completed General Contractor scope and will be written as such if legitimate. • A/E Services Contract: • Cost reimbursable contract for Boundary Survey /Legal Description preparation as needed for land acquisition. • FFP or Cost Reimbursable contract for preparation of a subdivision plat. • FFP or Cost Reimbursable contract for preparation of a Final Drainage Report. Technical Approach and Schedule The project will be executed with WESTON staff from both our Lakewood and Colorado Springs offices. This is largely the same staff that has been involved with the Master Developer scope of work, with the addition of technical experts in contract solicitations and federal regulations. WESTON will self - perform the proposed scope of work using in -house resources. Regarding specific CDBG eligibility issues, WESTON may call upon an outside consultant when additional expertise is prudent. Fees associated with the use of an outside consultant will be billed to Wheat Ridge at cost, plus a 10% fee. The attached schedule shows a general breakdown of the tasks already identified as CDBG- eligible. Due to time constraints introduced by the vacating of the occupied Antique Mall, lack of the completion of the Phase R Environmental Site Investigation resulting in unknown soil contamination issues, and the deadline to spend the CDBG funds by December 31, it is imperative that immediate and aggressive action be taken to make use of the available funds. Although WESTON has a strong desire to execute the eligible work as a general contractor, we understand there is a significant hurdle to overcome with FAR requirements. It is our interpretation of the applicable regulations that the work cannot be sole- sourced. WESTON's proposal as an Owner's Representative for the Renewal Wheat Ridge is intended to allow Wheat Ridge a vehicle to compete the construction- oriented work in compliance with HUD and FAR regulations in an expedited manner. WESTON staff will work with the City's procurement office to ensure prepared Invitations to Bid and SOWS are compliant with the HUD and FAR regulations. With Wheat Ridge as the approving authority on items that will be contracted for CDBG - eligible work, WESTON will work to ensure all funds available are utilized. Upon positive identification of FFP contract values, remaining funds will be considered for use on A/E services based on solicited cost reimbursable contracts. Cost Cost proposal is T &M and will be billed monthly based on the included rate sheet. Any subcontracted fees will be billed at cost plus 10 %n. An initial projection of hours based on the 4 scope of work outlined above anticipates the final contract value will be approximately $13,320 with additional fees as estimated above for contract administration/site supervision. �' X L3:wffi#%, T1U S N Weston Solutions, Inc. Suite 810 143 Union Blvd Lakewood CO 80228 303 - 729 -6100' Fax 303- 729 -6101 www.westonsolutions.com July 22, 2010 Patrick Goff City Manager City of Wheat Ridge 7500 W. 29th Ave. Wheat Ridge, Colorado 80033 RE: Developer Fee Patrick: Weston Solutions, Inc. (WESTON entered into a partnership with Renewal Wheat Ridge expecting our return on equity through developing, building, and leasing the building currently being considered by Jefferson County. As you know, the county is now seeking to purchase a pad ready site and will design and construct the building directly. This changes WESTON's opportunity to recover our investment. Therefore, we would like to pursue alternate means to recover costs and be fairly compensated for the remaining efforts to achieve closure with Jefferson County. We recommend revising the Master Development Agreement to reflect the changed dynamics and provide compensation through a developer fee. Per your request, the following is a description of a traditional developer fee as part of a master planned commercial development, and more specifically how this translates to the work WESTON is performing for the redevelopment of the property owned by Wheat Ridge Renewal at 44 and Wadsworth. Typically this fee comes in the form of a percentage of the dollar value of the total project; however, given the need to enter into contracts prior to the completion of programmatic design, WESTON is proposing a fee of $500,000 for Phase 1 of the 44 and Wadsworth redevelopment project. A developer fee is a common form of compensation for the time, intellectual capital, risk, and upfront equity required by a development firm to formulate a development master plan and structure agreements with vested parties. Within these general efforts lie a multitude of tasks necessary for transforming a community vision into a feasible development. Renewal Wheat Ridge selected WESTON as Master Developer to facilitate the transformation of the 44 and Wadsworth site ( "Property"). WESTON has responded by investing time, effort, and equity into creating a redevelopment plan promoting a thriving mixed use development on the blighted Property. WESTON's investment as Master Developer has played a major role in the opportunity, benefits, and decisions currently before the City of Wheat Ridge. ATTACHMENT 3 Patrick Goff -2- July 22, 2010 Over the past 1.5 years, WESTON has invested over 2,200 professional staff labor hours to provide Master Developer services for the 44 and Wadsworth redevelopment, totaling $268,346 in labor effort. Additionally, WESTON has invested $37,717 in external expenses including legal, American Land Title Association (ALTA) surveys, and environmental investigations in direct support of the project and on behalf of Wheat Ridge. To complete due diligence and contract signing, WESTON anticipates an additional $157,873 labor costs and $36,065 in external expenses. WESTON's efforts and services as Master Developer fall into these general categories of tasks: • Overall project strategy development • Project scheduling • Identification of and coordination with potential site users • Deal structuring • Perform financial analyses on site plan options to determine highest and best use • Facilitation of public financing • Environmental investigation and remediation • Development of conceptual site plans, infrastructure, and building designs • Estimate redevelopment costs • Facilitate creation of Owners' Association structure An expanded description of these efforts, with associated costs, is included in Appendix A. The costs listed in Appendix A reflect typical, industry standard markups for commercial and government clients. Appendix B provides an earned value table reflecting total effort for each task as well as completed effort and remaining effort anticipated to achieve closure. Additional Benefits to the City of Wheat Ridge While the efforts detailed above result in direct benefits to Wheat Ridge and the Property, there are many additional benefits that are less tangible but still result from WESTON's efforts to redevelop the Property. These benefits include: • Removal of blight • Activation of redevelopment along Wadsworth Boulevard • Instigation of development generating tax revenue on the Property • Improvement of overall surrounding tax base • Direction of new foot and auto traffic to Wheat Ridge from the Flagship County Service Center building, creating demand for retail uses I hope that this document provides the necessary information to gain an understanding of the proposed developer fee. The efforts and expenses outlined above and in the appendices have been necessary components to transform a community vision into a viable redevelopment plan. WESTON is requesting a $500,000 Developer Fee as compensation for the time, effort, risk, and Patrick Goff -3- July 22, 2010 equity involved with providing the Master Developer services we are providing Wheat Ridge for this first phase of redevelopment. Please do not hesitate to contact me at anytime with further thoughts or questions. WESTON looks forward to working with the City of Wheat Ridge and Renewal Wheat Ridge on this exciting and interesting project. Regards, WESTON SOLUTION, INC. Steve Blarr Development Director SB /cb Attachment 1 2, w wm� Appendix A Master Developer Responsibilities and Deliverables APPENDIX A MASTER DEVELOPER RESPONSIBILITIES AND DELIVERABLES WESTON considers the following tasks to be applicable to the role of Master Developer and essential for the creation of the development envisioned by Renewal Wheat Ridge (RWR), WESTON, and the project team. The itemized list includes both tasks completed by WESTON since the inception of the partnership, as well as those to be completed by WESTON as Master Developer for phase 1 of the redevelopment. 1. Overall Project Coordination and Strategy Development $51,146 As Master Developer, WESTON has facilitated the creation of an overall redevelopment strategy for the Property at 44 and Wadsworth. Creating a redevelopment strategy involves evaluating opportunities, constraints, and market potential for the Property. The Master Development team evaluated multiple scenarios, layouts, and options to identify opportunities for successful redevelopment. Performing this service requires a substantial investment of time and effort to develop, readjust, and organize the project. This strategy enables WESTON to determine when and how to best move the project forward. Similarly, the strategy provides the foundation for evaluating various scenarios and identifying those worth detailing further and those that should be dropped if conditions don't meet the strategy guidance. Like any stakeholder or development partner, WESTON has and will continue to invest time and money evaluating the opportunity and strategizing how to best move the project forward. When evaluating overall financial project returns, WESTON must factor in the cost of this effort as a necessary project cost. As Master Developer, WESTON has a duty to oversee site build -out to ensure structures conform to the overall property's vision. As such, going forward WESTON will provide master development design guidance to the County to review the Phase I buildings' design submittals for compliance. Specifically, WESTON will reserve the contractual right to require that building designs meet certain minimum design criteria that are conducive to further future development on the Property. 2. Project Scheduling $25,573 WESTON has created and maintained development project schedules focusing on both the overall Phase 1 development build -out and on near -term milestones. Specifically, WESTON created a conceptual project schedule incorporating the full Phase 1 build -out through County building completion. We have regularly provided updated master development schedules to RWR, the City Council, and County to help communicate project vision, major milestones, and defining the critical path. The master development project schedule activated the County to move forward with a letter of intent, solidifying their interest in the site and ensuring the cornerstone of the property redevelopment. Appendix A Master Developer Responsibilities and Deliverables Going forward, the County will be responsible for their vertical construction project scheduling. WESTON will incorporate this information into the total Phase 1 master development schedule for RWR tracking purposes. Also, WESTON has updated and will continue to update the master development schedule with information learned as the Master Developer in the tasks outlined in this document, specifically preliminary information learned through conceptual reviews held with the agencies outlined in Section 8 below. WESTON has evaluated opportunites for utilizing available community development block grants (CDBG) funds and revised the conceptual project schedule to accommodate spending CDBG eligible funds in 2010. We have provided recommendations on work that can be completed within the timeline to ensure Wheat Ridge does not lose these funds. Going forward, the General Contractor hired to perform CDBG eligible work will be responsible for detailed construction project scheduling that includes lining up and coordinating subcontractor schedules. If a Construction Manager is hired, that manager will also update the project schedule. 3. Identification of, and coordination with, potential site users. $34,097 Since the inception of this project, WESTON has leveraged personal connections with private developers and end users. Those relationships have been utilized to identify current market conditions, determine the Property's highest and best use, and ultimately evaluate financial performance of prospective development and overall concept feasibility. Tasks performed specific to this include: • Coordination and meetings with potential site brokers • Management of the selected brokerage team • Ongoing coordination with potential end users including private developers This task has brought forward multiple interested parties including assisted living developers for Phase 2, and a quick -serve restaurant retail pad. Going forward, WESTON's specific tasks will include: ■ Management of the brokerage team to find a buyer for Wadsworth retail pad. Ongoing Phase 2 marketing and communication of site conditions to potential end users as needed. While this task provides for identification and marketing of potential site users, it does not provide the necessary development costs for deal structuring and completion of the retail pad development or Phase 2 development. These efforts would be covered through your equity investment in these phase developments. 4. Phase 1 Deal Structuring $127,960 Critical to structuring a feasible development strategy and site plan for the Property is establishing deal structures with key stakeholders and development partners. WESTON has played a key role in creating these deal structures and proposing them to key stakeholders. Specific tasks performed include: Appendix A Master Developer Responsibilities and Deliverables • Presentations to RWR, City Council, and the County to introduce potential deal structures for evaluation • Coordination with Renewal Wheat Ridge and Jefferson County to structure a conceptual County Service Center • Ongoing collaboration with RWR, County, and WESTON legal professionals to formulate potential deal structures • Ongoing collaboration with FirstBank to structure a land swap agreement • Legal consultation on potential deal strategies and structures • Meeting coordination with RWR, City Council, Jefferson County, and various attorneys to direct the creation of feasible deal structures • Outline and help structure contracts between various entities, including RWR, Jefferson County, WESTON, FirstBank, and the Big Lots property owners. Specifically, WESTON will outline the scopes of work to be performed necessary for each contract that WESTON is a party to. WESTON and legal council will also review the Purchase and Sale Contract between the County and RWR. Going forward, WESTON will continue to: ■ Work with RWR to continue negotiating a land swap agreement with FirstBank and structuring a legal contract • Facilitate preliminary negotiations with the Big Lots property owner and the County for a potential parking easement agreement. The County will be responsible for negotiating the final contract for a shared parking agreement. • Work with RWR to negotiate a potential access easement to the stoplight on Wadsworth. This could include conceptually designing Big Lots parking lot improvements and identifying a potential shared maintenance structure with the Big Lots' current property management group. • Continue to facilitate contract structuring between various entities, including RWR, Jefferson County, WESTON, FirstBank, and the Big Lots property owners. The County and RWR will be responsible for negotiating final contracts to which WESTON is not a party. 5. Performance of financial analyses on site plan options $51,146 WESTON utilized its extensive network of real estate professionals, knowledge of the local markets, and proven development foresight to financially model the Wheat Ridge 2020 site plan, as well as eight formal build -out scenarios for the property showing various densities and mixes of land uses. The iterative programming and financial evaluation process to develop these formal scenarios was ongoing and necessary for the preliminary stages of the development in order to accurately model the various types, densities and combinations of land uses to determine the most profitable and preferred site plan. 3 Appendix A a Master Developer Responsibilities and D WMl� 6. Facilitation of public financing $17,049 WESTON has provided research for various public financing options. In coordination with this effort, high -level Tax Increment Financing models have been run. WESTON has also coordinated with public financing experts to facilitate Community Development Block Grant research and applications. This coordination includes Urban Renewal Authority professionals, bond underwriters, developers, and other peers in the industry. These efforts have been key to supporting Wheat Ridge with CDBG funding. 7. Environmental Investigation and Evaluation of Remediation Requirements $40,847 Known and potential contamination issues exist on the site in the existing structures, on First Bank's property, and within the soil in the vicinity of the defunct transmission shop. A critical step to identifying appropriate land uses, potential liability transfer methods, and project costs is to identify the extent of the contamination and estimate the effort required to mitigate those risks. RWR has performed Phase 1 and 2 site assessments; however, WESTON must perform an independent, more thorough site assessment to satisfy WESTON's legal and liability concerns. WESTON has completed a draft Phase 1 site assessment to identify any initial environmental issues. This effort does not just include the costs of the Phase 1 and 2, but our time as Master Developer to review results, evaluate options, develop scenarios and estimate remediation costs. Going forward, WESTON will provide a more aggressive Phase 2 for the identified issues. WESTON will also create a preliminary remediation budget, if required, to factor into overall project costs. 8. Development of conceptual site plans, infrastructure and building designs $83,986 WESTON has facilitated creation of conceptual site plans as both planning and marketing tools for the ongoing progression of the development. WESTON has updated these plans as parameters change and decisions are reached impacting the site layout. Such updates have included the incorporation of County programming needs, right of way and public improvement needs, and FirstBank needs. This work has been performed for WESTON by outside consultants, as well as self performed, as appropriate for the specific revision. To date WESTON has also created and presented multiple conceptual plans for the County Service Center building proposal, including conceptual building design, elevation drawings, and a cost estimate to market the site to the County. Tasks specific to the County Building Concept Design included the following: ■ Determined the initial County design and program needs ■ Conducted site walks with the County personnel of services being considered for consolidation at 44th and Wadsworth 4 Appendix A Master Developer Responsibilities and Deliverables ■ Managed, coordinated and created the County site plan concepts ■ Managed, coordinated, and created the conceptual building floorplates, architectural elements, building systems, and presentation materials. ■ Conducted planning meetings with the City of Wheat Ridge ■ Coordinated and presented the conceptual building to the County Commissioners and County staff ■ Summarized and presented the budgetary estimates for the building and site to the County ■ Analyzed and presented value engineering opportunities for County building and pad Going forward, WESTON will update the conceptual site plan with the County's initial program requirements, specifically a 50,000 SF building with a 5 11000 parking ratio. The County will be responsible for final pad site programming and layout within the constraints of their pad site. WESTON will work with various approving agencies to identify any major issues such as utility capacity and availability, access issues, drainage requirements, right of way (ROW) requirements, pad site definition, and conformance to the overall vision of RWR and the Wheat Ridge Community Development staff. Specifically, WESTON will note any red flags or issues to be resolved to ensure site plan feasibility. This process will allow the development plan to efficiently transition into a Construction Document and Legal Replat level of detail. To ensure viability of the planned master development, WESTON will conduct initial reviews with the following agencies: • Wheat Ridge Sanitation District • Xcel Energy ■ Wheat Ridge Water District ■ Wheat Ridge Public Works • Wheat Ridge Community Development • CDOT After the Conceptual Site Plan is revised with information learned from the agencies listed above, WESTON will measure the site area required for Panda King Condemnation and Panda King easement requirements. 9. Estimation of redevelopment costs $46,884 In conjunction with the conceptual site plan defined above, WESTON has created a conceptual engineer's estimates for infrastructure, site work, and the County building. These estimates are based off of site quantities estimated from the conceptual site plan. The quantity costs are pulled from the RS Means database. Appendix A U9 , M NIMMMU M Develop R and D Going forward, WESTON will update the engineer's estimate with information learned from initial, conceptual reviews with agencies listed in Section 8. As provided in previous estimate iterations, WESTON will assist in breaking up the overall costs appropriately to allocate the components to appropriate funding sources. WESTON will continue to identify and evaluate value engineering potential in order to minimize costs, and maximize efficiency for the construction phase of the project. Specifically, WESTON will purchase a Geotechnical report and conduct pavement section research to determine if any existing pavement on site can be reused. Due to WESTON's limited role in the upcoming vertical development, design, and construction of the County building, an updated cost estimate will not be provided for the vertical construction or civil improvements specific to that pad site. 10. Facilitate creation of conceptual Owners' Association structure $21,311 It is anticipated that the overall development will require the formation of a governing owner's association responsible for ongoing Common Area Maintenance (CAM). WESTON has researched potential CAM costs with property management professionals, and has created an initial CAM budget. WESTON will update the CAM budget with new information learned during the Developer Fee work outlined in this letter. Specifically, WESTON will solicit new bids from companies with any modifications to the site plan and ROW ownership structure. WESTON will also research and recommend a conceptual governing owner's association structure. The property owners will be responsible for negotiating and determining the final legal structure with development bylaws. m X D a CL d Q 'a 0 c i ti N 1 O O) N O of G of M O ~O l!1 N M Ln e-1 a W N LA N N N N N N N N N N N CO 0o a) Ql O N N l Ol M C a . 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O Z3 -j cy) j 3 0 0 m 3 7 to Ch V (D 0 (D (D En (n CA + A w q C P E n 0 w N a) -4 ( cl) M < cA cn co CD l< 0 m 0) M -4 M 69 W N) -4 W 8 rl) N) 0 69 �N 0) co m P P P --4 c) O P .7-1 0 0 p (A p C) 0 p c) cD p (n C� p <A p 69 p 69 p 'FA P W c:) 69 0 0 0 0 6, E 4A 0 6, p T P P Rl 0 0 000Ooaoaoc:)cD(Dc)000c)O0 0 0 0 0 c) 0 0 0 (D 0 c) 0 c) C> c) C, 0 0 c) 0 0 000- 0 0 c:) O o f t y I in All ;d > 0' C& b LT L K) zff O MASTER REDEVELOPMENT AGREEMENT THIS MA STER REDEVELOPMENT AGREEMENT ( "Agreement ") is made and executed this S day of Idooev%Wr 2009, by and between the WHEAT RIDGE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado (hereafter referred to as "the Authority "), WESTON SOLUTIONS, INC., a Pennsylvania corporation authorized to conduct business in Colorado, or its assignee (hereafter referred to as the "Redeveloper "). WITNESSETH WHEREAS, the Authority is the fee owner, lien -free, of that certain parcel of property consisting of 399,969 square feet of property, more or less, located at 7340 West 44` Avenue, 7540 West 44 Avenue, and 7300 West 44` Avenue in Wheat Ridge, Colorado, and more particularly described in Exhibit A, which is attached hereto and expressly incorporated herein (the "Property "); WHEREAS, the Authority has the full right, power and authority to enter into this Agreement and to consummate or cause to be consummated the transaction contemplated herein to be made by the Authority; WHEREAS, the City of Wheat Ridge (the "City ") pursuant to Resolution No. 11 -2001 dated April 23, 2001 previously determined that the Property, is a "blighted area" within the meaning of Part 1 of Article 25 of Title 31, Colorado Revised Statutes, and in need of redevelopment; WHEREAS, in order to facilitate the redevelopment of the Property, the City has, in compliance with the provisions of Part 1 of Article 25 of Title 31, Colorado Revised Statutes, adopted The Wadsworth Boulevard Corridor Redevelopment Plan ( "Urban Redevelopment Plan") for the Property, and has authorized the Authority to undertake certain actions authorized by the Urban Redevelopment Plan and the above -cited statutory provisions; WHEREAS, the Authority completed a competitive bidding procedure in the fall of 2008 in accordance with C.R.S. § 31 -25 -106, and no adequate responsive proposals were received; WHEREAS, the Authority then commenced negotiations with Redeveloper regarding the redevelopment of the Property; WHEREAS, the Authority has determined that the Redeveloper possesses the financial, management and development capability to redevelop the Property in conformance with the provisions of the Urban Redevelopment Plan in a manner which will be beneficial to the citizens and residents of the City; and 1 10699697.5 11/3/09 ATTACHMENT 5 WHEREAS, the parties hereto wish to memorialize their agreement as to the proposed initial aspects of the redevelopment of the Property, and thereby set forth their various and respective duties and responsibilities in connection with the initial aspects of such redevelopment. NOW, THEREFORE, the parties hereto, for themselves, their successors and assigns, in and for the consideration of the performance of the mutual covenants, duties and responsibilities set forth herein, the receipt and adequacy of such consideration being hereby acknowledged, do hereby covenant and agree as follows: 1. Recitals Incorporated rated The Recitals set forth above are incorporated in this Agreement and shall be deemed terms and provisions hereof, to the same extent as if fully set forth in this Section 1. 2. Designation as Master Developer As an inducement to Redeveloper to accomplish the redevelopment of the Property as described above, and subject to the provisions of this Agreement, the Authority hereby determines it to be in the public interest to designate Redeveloper as the sole and exclusive Redeveloper of the Property, and does hereby designate Redeveloper as the "Master Developer" for the Property for a period not to exceed one (1) year from the date of this Agreement (the "Feasibility Period "), subject to the opportunity to seek an extension as more particularly described in Section 5 below. For purposes of this Agreement, "Master Developer" shall mean and refer to Redeveloper and, in such capacity as Master Developer, Redeveloper shall be authorized as the exclusive party with access to and control of the Property for purposes hereof in its pursuit of the proposed redevelopment of the Property during the term of this Agreement; 3. Feasibility Period, Redeveloper Obligations During the Feasibility Period, the Redeveloper and the Authority shall jointly determine the specific boundaries of the Property to be developed as Phase 1, and a proposed schedule for phasing the redevelopment of the remainder of the Property. Redeveloper shall within one (1) year of the execution of this Agreement, subject to any applicable extensions as otherwise set forth under Section 5 hereof, propose to the Authority the specific boundaries of the Property to be developed as Phase 1. Redeveloper shall also have the following obligations during the Feasibility Period: A. Redeveloper shall take all commercially practicable and reasonable efforts to determine the terms and conditions upon which the Property, including any phasing thereof, will be redeveloped; B. Redeveloper shall, at its sole cost and expense, but subject to the termination provisions set forth below, take all commercially practicable and reasonable efforts to prepare for the redevelopment of a portion of the Property to be identified as Phase 1, including production of planning, engineering and 2 11/3/09 10699697.5 architectural drawings, and any other necessary documents, subject to timely cooperation and assistance of the Authority regarding access, the production of documents, information and related materials reasonably available to the Authority, and to provide approvals as necessary and required for Redeveloper to pursue and conduct its efforts, as more specifically set forth below under Section 4 hereof. 4. Feasibility Period, AuthoritObligations Authority agrees that it will not enter into any agreements to sell or develop the Property during the term of the Feasibility Period, unless the Agreement is terminated as described below. Authority shall also have the following obligations during the Feasibility Period: A. Provide any and all documents relating to the Property, including, but not limited to plans, plats, surveys, rifle materials, consultant or other third party reports, tax certificates, service plans for all special taxing districts which affect the Property, soils and /or environmental reports, correspondence or memoranda, and copies of all existing easement agreements, site development agreements and any other agreements affecting development of the Property. B. Provide Redeveloper access to the Property from the date hereof in which to conduct soil, engineering, environmental and other tests with regard to the Property and to investigate the availability of utilities, governmental requirements applicable to the Property and Redeveloper's intended development thereof, the availability of all necessary permits and licenses, and otherwise to determine the desirability and utility of the Property for redevelopment. In furtherance of the foregoing and to be sure that the Property is available to Redeveloper for the purposes stated herein, Authority agrees that it will not sell, option or lease the Property or any part thereof during the term hereof, nor offer to sell, option or lease the Property without Redeveloper's prior written consent during the term hereof or as it may be extended. C. Assist Redeveloper by providing or securing information from the Authority, the City, the State of Colorado, the Federal Government and any third parties with whom the Authority has reasonable access concerning the Property, including public tax- exempt and taxable and other financing and grant sources and vehicles that may be available for the redevelopment, including without limitation Tax - Increment Financing, Public Improvement Fees, Community Development Block Grants, Sustainability and Energy assistance funds under ARRA or otherwise, and other sources of information, materials and approval authority regarding the Property, its redevelopment, compliance, financing and operations. Such assistance, as requested by the Redeveloper, shall include pursuing approval for 3 11/3/09 authority to secure public financing and grants to support the capitalization and financing of the redevelopment as may be desired or pursued by the Redeveloper, including acting as the landowner or applicant to access certain federal, state or local public funds and financing. Such assistance shall also include facilitating discussions with neighboring property owners and the appropriate governmental authorities regarding possible land acquisitions, easements to expand the Property and additional access points from Wadsworth Boulevard to the Property. D. To utilize its powers and authority to pursue and approve, within its designated authority, such public and other approvals necessary and required for Redeveloper to pursue and commit to a feasible redevelopment plan. 5. Feasibility Period Extension Notwithstanding anything contained herein to the contrary, in the event that Redeveloper in good faith after utilizing commercially practicable and reasonable efforts has not completed its obligations as provided in Section 3 above, Redeveloper shall have the right upon mutual agreement with the Authority to seek an extension of up to two(2) additional six (6) month periods by providing the Authority thirty (30) days' written notice of the request to seek such an extension of the Feasibility Period. 6. Termination This Agreement shall terminate upon the occurrence of one of the following events, whichever first occurs: A. The parties hereto enter into a redevelopment agreement for the Property, which will include specific terms and conditions for the redevelopment and conveyance of at least a mutually agreed upon portion of the Property, together with all approvals required from the Authority and any other parties deemed by the Redeveloper to be required in order for it to conduct its redevelopment activities thereunder; B. The expiration of the Feasibility Period as such period may be extended as provided hereunder or otherwise by mutual agreement; or C. Either party provides written notice as described herein of the termination of this Agreement for any reason but, in any event, no such termination shall occur prior to the expiration of six (6) months from the date hereof. 7. Reimbursement for Expenses Upon Termination In the event this Agreement is terminated during the Feasibility Period by either party, pursuant to Section 6.C. above, Redeveloper shall be entitled to reimbursement for any and all out -of- pocket expenses in an amount not to exceed Fifty Thousand Dollars ($50,000). For purposes of this Section 7, out -of- pocket expenses shall be limited to expenses for services provided by third parties for the purposes set forth under this Agreement and for which an invoice exists. 4 11/3/09 10699697.5 8. Jurisdiction and Venue This Agreement shall be construed pursuant to the laws of the State of Colorado. Jurisdiction and venue for any action in law or in equity to enforce the provisions hereof is hereby vested exclusively in the District Court in and for the County of Jefferson, State of Colorado. 9. Assignment This Agreement, or any part thereof, may be assigned by the Redeveloper only upon the prior written consent of the Authority; provided, however, that the Authority's consent shall not be required if such assignment is to a corporation or other legal entity which is more than fifty percent (50 %) owned or controlled by Redeveloper or Redeveloper's owners or principals. In no other event shall this Agreement be assignable in whole or in any part without the prior written consent of the Authority, which consent shall not be unreasonably withheld. 10. Time is of the Essence The Authority and Redeveloper agree that time is of the essence in the performance of the provisions of this Agreement. No extension of time for performance of any obligation or act herein required shall be deemed an extension of time for performance of any other obligation or act. 11. Amendment This Agreement may not be modified or amended in whole or in any part except by a writing signed by each party hereto, and adopted and/or approved with the same degree of formality as this Agreement shall be adopted and approved. 12. Notice Any notices provided for or required in this Agreement shall be deemed delivered when either personally delivered or mailed, postage fully prepaid, certified mail, return- receipt requested, to the parties at the following addresses: To the Authority Patrick Goff Executive Director Wheat Ridge Urban Renewal Authority 7500 W. 29 Avenue Wheat Ridge, CO 80033 With a copy to: Corey Y. Hoffmann, Esq. Hayes, Phillips, Hoffmann & Carberry, P.C. 1530 Sixteenth Street, #200 Denver, CO 80202 To the Redeveloper: Steven Blarr Weston Solutions, Inc. 143 Union Boulevard, Suite 810 Lakewood, CO 80228 M 11/3/09 10699697.5 With a copy to: James M. Mulligan, Esq. Snell & Wilmer L.L.P. 1200 Seventeenth Street, Suite 1900 Denver, CO 80202 Kevin Griffen, Esq. Weston Solutions, Inc. 1400 Weston Way West Chester, PA 19380 IN WITNESS WHEREOF, the parties hereto have executed this Agreement the day and date first above set forth. WHEAT RIDGE URBAN RENEWAL AUTHORITY, a body politic B. Y' Chairman A "FFEST: STATE OF COUNTY OF ss. The foregoing ms ument was acknowledged before rpe this Y day of , 2009, by /C,k (' • 1DD 46 , the duly authorized 4141,0*git for WHEAT RIDGE URBAN RENEWAL AUTHORITY, a body politic, on behalf of such body politic. KAREN J. VAN ERT NOTARY PUBLIC STATE OF COLORnr' My Commisalon E ores Oct ' 0 - Notary Public 11/3/09 10699697.5 WESTON SOLUTIONS, INC., a Pennsylvania corporation B Peter A. Ceribelli Its: con STATE OF Pennsylvania COUNTY OF Chester ss. The foregoing instrument was acknowledged before me this � day of Nove,rnAw - , 2009, by Peter A. Ceribelli , the duly authorized Coo for WESTON SOLUTIONS, INC., a Pennsylvania corporation, on behalf of such corporation. Notary Public COMMONWEALTH O F PENNSYLVANIA Notarial Seal Michelle Walker, Notary Public West Whileland Twp Chester County My Commission Expires April 17, 2012 Membc "r-r;ylvania Association of Notaries IIIIIIIIIIIIIIIyi 10699697.5 EXHIBIT A LEGAL DESCRIPTION OF PROPERTY 11/3/09 10699697.5 7300 West 44 Avenue The West 100 Ft Of The East 125 Feet Of The South 100 Feet Of The North 130 Feet Of The West 1/2 Of The NE 1/4 Or The NW 1/4 Of The SE 1/4 Of Section 23, Township 3 South, Range 69 West Of The 6th PM, County Of Jefferson, State Of Colorado With Parcel ID No. 39- 234 -00 -006 And With A Street Address Of 7300 West 44` Avenue, Wheat Ridge, Jefferson County, Colorado, 80033. 7540 West 44` Avenue Lot 3, Time Square Subdivision, Except That Portion Of Lot 3 Lying South Of The Northerly Line Of Lot 1, Time Square Subdivision As If Extended From The East Line Of Said Lot 1 To The West Line Of Said Lot 1, Which Line Bears South 89 Degrees 55 Minutes 50 Seconds West And Which Line Is The South Line Of The Nw '/4 Nw ' / 4 Se '/a Of Section 23, Township 3 South, Range 69 West Of The 6th P.M., And Except A Parcel Of Land Being A Portion Of Lot 3, Time Square Subdivision, As Recorded In Book 70 At Page 42, Records Of Jefferson County, Located In The Southeast Quarter Of Section 23, Township 3 South, Range 69 West Of The Sixth Principal Meridian, County Of Jefferson, State Of Colorado, Being More Particularly Described As Follows: Beginning At The Northwest Corner Of Lot 3, Said Time Square Subdivision; Thence North 89 Degrees 56 Minutes 20 Seconds East, Along The North Line Of Said Lot 3, A Distance Of 195.00 Feet; Thence South 00 Degrees 02 Minutes 46 Seconds West, A Distance Of 32.25 Feet; Thence North 89 Degrees 56 Minutes 20 Seconds East, A Distance Of 133.54 Feet To A Point On The Easterly Line Of Said Lot 3; Thence South 00 Degrees 02 Minutes 46 Seconds West Along Said Easterly Line, A Distance Of 55.32 Feet; Thence Leaving Said Easterly Line, South 89 Degrees 56 Minutes 20 Seconds West, A Distance Of 328.67 Feet To A Point On The Westerly Line Of Said Lot 3; Thence North 00 Degrees 03 Minutes 46 Seconds East Along Said Westerly Line, A Distance Of 87.57 Feet To The Point Of Beginning, County Of Jefferson, State Of Colorado 7340 West 44' Avenue With A Parcel Id No. Of 39- 234 -04 -002 And A Street Address Of 7540 West 44` Avenue, Wheat Ridge, Jefferson County, Colorado THE W '/2 OF THE NE '/4 NW ' / 4 SE %4 OF SECTION 23, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., EXCEPT THE NORTH 30 FEET IN USE AS WEST 44TH AVENUE, EXCEPT THE EAST 25 FEET IN USE AS UPHAM STREET, AND EXCEPT THE EAST 125 FEET OF THE NORTH 130 FEET THEREOF, AND EXCEPT THAT PORTION CONVEYED TO THE CITY OF WHEAT RIDGE IN DEED RECORDED JUNE 30, 1987 UNDER RECEPTION NO. 87085220, COUNTY OF JEFFERSON, STATE OF COLORADO. With Parcel ID No. 39- 234 -00 -096 And With A Street Address Of 7340 West 44 Avenue, Wheat Ridge, Jefferson County, Colorado, And The North 134 Feet Of The South 272.3 Feet Of The East 8.45 Feet Of The East % Of The Northwest '/a Of The Northwest '/4 Of The Southeast '/, Of Section 23, Township 3 South, Range 69 West Of The 6 th P.M., County Of Jefferson, State Of Colorado. With Parcel ID 39- 234 -00 -009, With A Street Address Of 7340 West 44' Avenue, Wheat Ridge, Jefferson County, Colorado y` O sg;� 8 d s��a�i` 3 a O b ra � b�ii�ntgz a �q� C 7 , 16 r -- p F , 4 moon N o �_ �' III. , • r � I i, ` wdOMWErM T . JA c. .lam _