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HomeMy WebLinkAbout02/15/2011RENEWAL WHEAT RIDGE Progress Through Partnership AGENDA WHEAT RIDGE URBAN RENEWAL AUTHORITY February 15, 2011 Notice is hereby given of a Public Meeting to be held before the City of Wheat Ridge Urban Renewal Authority on Tuesday, February 15, 2011 at 6:00 p.m., in the Council Chambers of the Municipal Building at 7500 West 29th Avenue, Wheat Ridge, Colorado. Individuals with disabilities are encouraged to participate in all public 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 —January 18, 2011 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. Resolution 03 -2011 — Infrastructure Improvement Agreement a. Notice to Proceed — Demolition of Existing Buildings and Infrastructure 6. Resolution 04 -2011— Purchase Agreement with Wazee Partners 7. Community Development Referral — Cabela's Annexation and Amended ODP 8. Other Matters 9. Adjournment MINUTES RENEWAL WHEAT RIDGE January 18, 2011 1. 2. 93 4. Call the Meeting to Order The meeting of Renewal Wheat Ridge was called to order by Vice Chair Pettit at 6:02 p.m. in the council chambers of the Municipal Building, 7500 West 29' Avenue, Wheat Ridge, Colorado. Roll Call of Members Board Members Present: Board Members Absent: James Bahrenburg Janet Leo Walt Pettit Larry Schulz Rick Adams Tom Radigan Also Attending: Patrick Goff, Executive Director Corey Hoffmann, RWR Attorney Steve Art, Economic Development/ Urban Renewal Manager Nick Moore, Weston Solutions Jared Johnson, Weston Solutions Ann Lazzeri, Recording Secretary Patrick Goff announced that Becky Bye had resigned from Renewal Wheat Ridge. Approval of Minutes — December 7, 2010 It was moved by Larry Schulz and seconded by James Bahrenburg to approve the minutes of December 7, 2010 as presented. The motion carried 4 -0. Public Forum (This is the time for any person to speak on any subject not appearing on the agenda.) There were no members of the public present. Renewal Wheat Ridge - 1 — January 18, 2011 5. Introduction of New Economic Development/Urban Renewal Manager Patrick Goff introduced Steve Art, the City's new Economic Development/Urban Renewal Manager. 6. 44 and Wadsworth Redevelopment Demolition Technical Approach — Weston Solutions Mr. Moore stated that demolition of their property should be complete in approximately two months. Requests for Proposals (RFP) have been issued soliciting bids from demolition/abatement contractors. Weston will act as the general contractor. Corey Hoffmann stated that the Infrastructure Improvement Agreement was not included with the Amended Master Development Agreement. A draft of this agreement will be sent to Weston on January 19 The agreement will direct Weston to authorize, through separate notices, work to proceed in whatever increments are budgeted and approved. Walt Pettit asked if utilities were included in the site review. Mr. Moore said that no public water mains were identified that would be impacted by the demolition work. Mr. Pettit requested that Weston work with Perry Nichol at the Wheat Ridge Water District. Mr.Moore stated that the affected area will be fenced off during demolition and an on -site manager will be present. The goal is to complete demolition within sixty calendar days. Noise and dust controls will be in place during demolition. Walt Pettit suggested that signage be placed on the property indicating the participation of Renewal Wheat Ridge in the project. 7. Community Development Referral — Zone Change — RV America (11808 W. 44 Avenue) The Community Development Department received a request for approval of a zone change from Commercial -One and Commercial -One with use conditions to Mixed Use - Commercial Interstate and Mixed Use - Neighborhood for property located at 11808 West 44 Avenue. Approval of a zoning change to Mixed Use - Commercial Interstate and Mixed Use Neighborhood is requested to allow future development of the property in accordance with the City's mixed use zone districts. Renewal Wheat Ridge is charged with determining whether or not the request falls within the urban renewal area guidelines. Renewal Wheat Ridge -2— January 18, 2011 Following discussion, the Board found that the request does fall within the urban renewal area guidelines. 8. Resolution 01 -2011— Designated Public Place for the Posting of Meeting Notices It was moved by Larry Schulz and seconded by James Bahrenburg to approve Resolution 01 -2011 designating the city hall lobby area as the location for posting meeting notices for the Wheat Ridge Urban Renewal. The motion carried 4 -0. 9. Resolution 02 -2011 — Approving a Supplemental Budget Appropriation for 2010. The public hearing was opened. No members of the public were present and the public hearing was closed. It was moved by Janet Leo and seconded by James Bahrenburg to approve Resolution 02 -201, amending the fiscal year 2010 Urban Renewal Budget to reflect the approval of a supplemental budget appropriation in the amount of $4,638.75 for purposes of the sales tax increment payment to Wheat Ridge Cyclery. The motion carried 4 -0. 10. Other Matters Mr. Goff reviewed a conceptual plan recently presented by Wazee Partners for a 4 -story apartment housing project for seniors at 44 and Upham. Eight -eight units are proposed consisting of 75% one bedroom units and 25% two - bedroom units. Wazee Partners indicated that CHFA is favorable to granting tax credits for this project. Board members did not indicate any objection to the proposed project. • Mr. Goff advised the Board that Jefferson County is still committed to constructing a 20,000 square foot building on the 44' and Wadsworth site. 11. Adjournment It was moved by James Bahrenburg and seconded by Larry Schulz to adjourn the meeting at 7:08 p.m. The motion carried 4 -0. Walt Pettit, Vice Chair Ann Lazzeri, Secretary Renewal Wheat Ridge January 18, 2011 -3— WHEAT RIDGE URBAN RENEWAL AUTHORITY WHEAT RIDGE, COLORADO RESOLUTION NO. 03 Series of 2011 TITLE: A RESOLUTION APPROVING AN INFRASTRUCTURE IMPROVEMENT AGREEMENT WITH WESTON SOLUTIONS IN CONNECTION WITH A PROPOSED REDEVELOPMENT PROJECT IN THE CITY OF WHEAT RIDGE WHEREAS, the Authority and the Redeveloper entered into a Master Redevelopment Agreement dated November 5, 2003, and that Amended and Restated Master Development Agreement dated December 7, 2010 (collectively, the "Master Development Agreement "), 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 44` Avenue in Wheat Ridge, Colorado; and WHEREAS, the Master Development Agreement specifically contemplates a separate contract between the Authority and the Redeveloper to construct the infrastructure necessary to develop the Property consistent with the Master Development Agreement; and WHEREAS, this Agreement allows the Parties to cause the installation of necessary infrastructure to allow the Authority to sell "pad ready" lots in accordance with the Master Development Agreement; and WHEREAS, this Agreement further contemplates the phased construction of the necessary infrastructure based on the appropriation of funds necessary to construct the infrastructure. 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: Section 1. The Infrastructure Improvement Agreement attached hereto as Exhibit A be, and hereby is, approved by the Authority. DONE AND RESOLVED THIS 15th day of February, 2011. WHEAT RIDGE URBAN RENEWAL AUTHORITY By: Chairman ATTEST: Secretary to the Authority Exhibit A INFRASTRUCTURE IMPROVEMENT AGREEMENT THIS INFRASTRUCTURE IMPROVEMENT AGREEMENT (the "Agreement ") is made this day of ' 2011, by and between the WHEAT RIDGE URBAN RENEWAL AUTHORITY dba RENEWAL WHEAT RIDGE (the "Authority ") and WESTON SOLUTIONS, INC., a Pennsylvania corporation authorized to do business in Colorado (hereafter referred to as the "Redeveloper "). The Authority and the Redeveloper sometimes are collectively referred to herein as the "Parties" and individually as a "Party" WITNESSETH WHEREAS, the Authority and the Redeveloper entered into a Master Redevelopment Agreement dated November 5, 2009, and that Amended and Restated Master Development Agreement dated December 7, 2010 (collectively, the "Master Development Agreement "), regarding the pareel of property consisting of 399,969 square feet ofproperty, 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 Master Development Agreement specifically contemplates a separate contract between the Authority and the Redeveloper to construct the infrastructure necessary to develop the Property consistent with the Master Development Agreement; WHEREAS, this Agreement allows the Parties to cause the installation of necessary infrastructure to allow the Authority to sell "pad ready" lots in accordance with the Master Development Agreement; and WHEREAS, this Agreement further contemplates the phased construction of the necessary infrastructure based on the appropriation of funds necessary to construct the infrastructure. AGREEMENT NOW, THEREFORE, for and in consideration of the mutual promises and covenants contained herein, the sufficiency of which are mutually acknowledged, the parties hereto agree as follows: 1. Purpose The purpose of this Agreement is to set forth the terms and conditions upon which the Redeveloper shall construct the infrastructure necessary to redevelop the Property in furtherance of the Master Development Agreement. All conditions contained herein are in addition to any and all generally applicable requirements of the City of Wheat Ridge Municipal Code, the City of Wheat Ridge Home Rule Charter, and any applicable state statutes, and are not intended to supersede any requirements contained therein. 1/17/11 j: (renewal wheat ridgeWra packet materia&201 P110215 infrastructure improvement agreement.doc 2. Specific Conditions The Redeveloper shall act as the "General Contractor" and shall construct or cause to be constructed the improvements more particularly described in Exhibit B, attached hereto and incorporated herein by this reference. Said improvements are generally described as all public improvements that are necessary to provide proper access to and egress from the Property, utility services to the Property, and other public infrastructure reasonably necessary for the development and operation of a mixed -use project consistent with the Area Plan attached hereto as Exhibit C, and incorporated herein by this reference (the "Infrastructure Improvements "). 3. Phased Development/Notice to Proceed The Parties agree that the Infrastructure Improvements constructed or caused to be constructed by Redeveloper shall be accomplished in accordance with the terms and conditions of this Agreement. The Parties further agree that as of the date of this Agreement, no funds have specifically been appropriated for the construction of the Infrastructure Improvements. The Parties further agree and acknowledge that the construction of the Infrastructure Improvements shall therefore be phased based on the availability of funding as described in this Section 3. The construction of the Infrastructure Improvements shall be accomplished as follows: a. The Authority shall at its sole discretion determine based on the availability of funding to appropriate necessary amounts to accomplish discrete and logical segments of the Infrastructure Improvements. b. Upon making such a determination, the Authority shall issue a Notice to Proceed in the form attached hereto as Exhibit D, and incorporated herein by this reference, which Notice to Proceed shall include the portion of the Infrastructure Improvements to be completed, and an appropriation amount (the "Appropriation Amount "), which Appropriation Amount shall include all costs appropriated to complete the Infrastructure Improvements included in the particular Notice to Proceed. The Authority shall deposit the Appropriation Amount into a separate construction account, which account shall be used solely to pay all costs associated with the construction and construction management of the Infrastructure Improvements included in the Notice to Proceed. d. The Redeveloper shall as the General Contractor herein maintain at all times an accounting of all funds expended in furtherance of the Notice to Proceed. e. Any amounts from the Appropriation Amount that are not expended shall be returned to the Authority. 4. Breach by the Redeveloper; the Authority's Remedies In the event of a breach of any of the terms and conditions of this Agreement by the Redeveloper, the Authority shall be notified immediately and the Authority may take such action at its sole discretion as permitted and /or authorized by law or by equity and this Agreement to protect the public health, safety and welfare. 2 211112011 J: (RENEWAL WHEAT RIDGE( URA PACKET MATERIALSI2011 V 102151NFRASTRUCTURE IMPROVEMENT AGREEMENT.DOC Unless necessary to protect the immediate health, safety and welfare of the Authority, or to protect the Authority's interest with regard to the completion of the Infrastructure Improvements, the Authority shall provide the Redeveloper thirty (30) days written notice of its intent to take any action under this paragraph during which thirty -day period, or such greater period as may be agreed to by the parties in writing, the Redeveloper may cure the breach described in the notice and prevent further action by the Authority. 5. Infrastructure Improvements; Warranty All water lines, sewer lines, fire hydrants, water or sewer distribution facilities, drainage structures, paved streets, including curb and gutter, and necessary appurtenances as shown on the Area Plan and the associated construction documents (the "Infrastructure Improvements "), shall be installed and completed as provided herein. The Infrastructure Improvements required by this Agreement and shown on the Area Plan submittal, as well as associated construction documents, and the estimated costs of these improvements are set forth in Exhibit B, attached hereto and incorporated herein. All Infrastructure Improvements covered by this Agreement shall be made in accordance with the Area Plan and associated construction documents, and Redeveloper shall use commercially reasonable efforts to cause the design and construction of the Infrastructure Improvements to be performed in a good, professional and workmanlike manner in accordance with industry standards. The Redeveloper shall warrant any and all Infrastructure Improvements for a period of two (2) years from the date the Authority or the Authority's designee certifies that the same conform to specifications approved by the Authority. Specifically, but not by way of limitation, the Redeveloper shall warrant the following: a. Any and all improvements shall be free from any security interest or other lien or encumbrance; and b. Any and all improvements so conveyed shall be free of defects in materials or workmanship for a period of two (2) years as stated above. 6. Completion of Infrastructure Improvements The obligations of the Redeveloper provided for in paragraph 2 of this Agreement, including the inspections hereof, shall be performed in accordance with the particular Notice to Proceed issued for the logical segment of the Infrastructure Improvements. Upon completion of construction by the Redeveloper of such Infrastructure Improvements, the Authority or the Authority's designee shall inspect the improvements and certify with specificity its conformity or lack thereof to the Authority's specifications. The Redeveloper shall make all corrections necessary to bring the improvements into conformity with the Authority's specifications. Once approved by the Authority, the Authority shall accept said improvements. 7. Related Costs - Infrastructure Improvements The Redeveloper shall provide all necessary engineering designs, surveys, field surveys, and incidental services related to the 3 2111/2011 J: IRENEWAL WHEAT RIDGD URA PACKET MA TERIALS120111110215 INFRASTRUCTURE IMPROVEMENT AGREEMENT.DOC construction of the Infrastructure Improvements at its sole cost and expense, including reproducible "as built" drawings certified accurate by a professional engineer registered in the State of Colorado. 8. Infrastructure Improvements to be the Property of the Authority All Infrastructure Improvements for roads, concrete curbs and gutters, storm sewers, sanitary sewers, water systems and drainage improvements accepted by the Authority shall be dedicated to the Authority and warranted for a period of two (2) years following probationary acceptance by the Authority as provided above. Upon completion of construction and conformity with the Area Plan and associated construction plans, and any properly approved changes, the Redeveloper shall convey to the Authority, by bill of sale, all installed physical facilities. 9. Performance Guarantee In order to secure the construction and installation of the Infrastructure Improvements above - described for which the Redeveloper is responsible, the Redeveloper shall furnish or cause to be furnished to the Authority, commercially reasonable and adequate security in which the Authority is designated as beneficiary, to secure the performance and completion of the Infrastructure Improvements (the "Security "). The Redeveloper shall not start any construction of any public or private improvement on the Property including, but not limited to, staking, earth work, overlot grading, or the erection of any structure, temporary or otherwise, until the Authority has received and approved the Security. In the event the Infrastructure Improvements are not constructed or completed within the period of time specified within the Notice to Proceed or a written extension of time mutually agreed upon by the parties to this Agreement, the Authority may seek to use the Security to complete the Infrastructure Improvements called for in this Agreement. Upon completion or performance of such improvements, conditions, and requirements within the required time, and the probationary approval by the Authority, security in the amount of twenty percent (20 %) of the total construction costs of the particular Infrastructure Improvements shall be provided and retained by the Authority through the two (2) year warranty period. 10. Indemnification The Redeveloper shall indemnify and hold harmless the Authority, its officers, employees, agents or servants from any and all suits, actions, and claims of every nature and description caused by, arising from, or on account of any negligent act or omission of the Redeveloper, or of any other person or entity for whose act or omission the Redeveloper is liable, with respect to construction of the Infrastructure Improvements; and the Redeveloper shall pay any and all judgments rendered against the Authority as the result of any suit, action, or claim, together with all reasonable expenses and attorneys fees incurred by the Authority in defending any such suit, action or claim. The Redeveloper shall require that all contractors and other employees engaged in construction of Infrastructure Improvements shall maintain adequate workers' compensation insurance and public liability coverage and shall faithfully comply with the provisions of the Federal Occupational Safety and Health Act. 4 2/1112011 J: (RENEWAL WHEAT RIDGE( URA PACKET MATERIALSI201 M 1021 S INFRASTRUCTURE IMPROVEMENT AGREEMENT.DOC 11. Waiver of Defects In executing this Agreement the Redeveloper waives all objections it may have concerning defects, if any, in the formalities whereby it is executed, or concerning the power of the Authority to impose conditions on the Redeveloper as set forth herein, and concerning the procedure, substance, and form of the approvals adopting this Agreement. 12. Modifications This Agreement shall not be amended except by subsequent written agreement of the parties. 13. Captions The captions to this Agreement are inserted only for the purpose of convenient reference and in no way define, limit, or prescribe the scope or intent of this Agreement or any part thereof. 14. Binding Effect ffect This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, successors, and assigns as the case may be. 15. Invalid Provision If any provision of this Agreement shall be determined to be void by any court of competent jurisdiction, then such determination shall not affect any other provision hereof, and all of the other provisions shall remain in full force and effect. It is the intention of the parties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other which would render the provision valid, then the provision shall have the meaning which renders it valid. 16. Governing Law The laws of the State of Colorado shall govern the validity, performance and enforcement of this Agreement. Should either party institute legal suit or action for enforcement of any obligation contained herein, it is agreed that venue of such suit or action shall be in Jefferson County, Colorado. 17. Attorney Fees Should this Agreement become the subject of litigation to resolve a claim of default of performance by the Redeveloper, and a court of competent jurisdiction determines that the Redeveloper was in default in the performance of the Agreement, the Redeveloper shall pay the Authority's attorney fees, expenses, and court costs. 18. Notice All notice required under this Agreement shall be in writing and shall be hand - delivered or sent by registered or certified mail, return receipt requested, postage prepaid, to the addresses of the parties herein set forth. All notices so given shall be considered effective seventy - two (72) hours after deposit in the United States mail with the proper address as set forth below. Either party by notice so given may change the address to which future notices shall be sent. To the Authority Patrick Goff Executive Director Wheat Ridge Urban Renewal Authority 7500 W. 29` Avenue Wheat Ridge, CO 80033 5 211112011 J: (RENEWAL WHEAT RIDGE(URA PACKET MATERIALSI20111110215 INFRASTRUCTURE IMPROVEMENT AGREEMENT.DOC With a copy to: Corey Y. Hoffmann, Esq. Hayes, Phillips, Hoffinann & Carberry, P.C. 1530 Sixteenth Street, #200 Denver, CO 80202 To the Redeveloper: John Reinsma Weston Solutions, Inc. Suite 810 143 Union Boulevard Lakewood, CO 80228 With a copy to: Kevin Griffin Weston Solutions, Inc. 1400 Weston Way West Chester, PA 19380 and to: James M. Mulligan, Esq. Snell & Wilmer, L.L.P. 120017 th Street, #1900 Denver, CO 80202 19. Force Maieure Whenever the Redeveloper is required to complete the construction, repair, or replacement of a segment of the Infrastructure Improvements by an agreed deadline, the Redeveloper shall be entitled to an extension of time equal to a delay in completing the foregoing due to unforeseeable causes beyond the control and without the fault or negligence of the Redeveloper including, but not restricted to, acts of God, weather, fires, and strikes. 20. Approvals Whenever approval or acceptance of the Authority is necessary pursuant to any provision of this Agreement, the Authority shall act reasonably and in a timely manner in responding to such request for approval or acceptance. 21. Assignment or Assignments There shall be no transfer or assignment of any of the rights or obligations of the Redeveloper under this Agreement without the prior written approval of the Authority. The Redeveloper agrees to provide the Authority with at least fourteen (14) days advance written notice of the transfer or assignment of any of the rights and obligations of the Redeveloper under this Agreement. 22. Recording of Agreement This Agreement shall be recorded in the real estate records of Jefferson County and shall be a covenant running with the Property in order to put prospective purchasers or other interested parties on notice as to the terms and provisions hereof. 23. Title and Authority The Redeveloper expressly warrants and represents that the undersigned individual(s) has or have full power and authority to enter into this Agreement. The 6 2111/2011 J.• (RENEWAL WHEAT RIDGEI URA PACKET MA TERIALS120111110215 INFRASTRUCTURE IMPROVEMENT AGREEMENT.DOC Redeveloper and the undersigned individual(s) understand that the Authority is relying on such representations and warranties in entering into this Agreement. WHEREFORE, the parties hereto have executed this Agreement on the day and year first above - written. WHEAT RIDGE URBAN RENEWAL AUTHORITY, a body corporate and politic Name /Title: STATE OF ) ss. COUNTY OF ) The foregoing Infrastructure Improvement Agreement was acknowledged before me this _ day of , 2011, by as of Witness my hand and official seal. My Commission expires: Notary Public WESTON SOLUTIONS, INC., a Pennsylvania corporation STATE OF Name /Title ss. COUNTY OF ) The foregoing Infrastructure Improvement Agreement was acknowledged before me this day of 2011, by as of Witness my hand and official seal. My Commission expires: Notary Public 7 2111/2011 J.-RENEWAL WHEAT RIDGEI URA PACKET MA TERIALS1201 I U 10215 INFRASTRUCTURE IMPROVEMENT AGREEMENT.DOC Exhibit A — Leaal Description of the Propert The parcels commonly known as 4350 Wadsworth Boulevard and described at Reception Number 223110190 as recorded in the official records of Jefferson County, State of Colorado; and The parcels commonly known as 7540 West 44th Avenue and described at Reception Number 89006508 as recorded in the official records of Jefferson County, State of Colorado; and The parcels commonly known as 7340 West 44th Avenue and described at Reception Number H908376A as recorded in the official records of Jefferson County, State of Colorado; as depicted in the map below. WESTON SOLUTIONS, INC TECHNICAL AND MANAGEMENT APPROACH for DEMOLITION OF EXISTING BUILDINGS AND INFRASTRUCTURE AT 44 AND WADSWORTH REDEVELOPMENT SITE 7340 WEST 44 AVENUE WHEAT RIDGE, COLORADO 11 February 2011 Weston Solutions, Inc. 355 S Teller Street, Suite 300 Lakewood, Colorado 80226 (303) 729 -6100 SOLUTIONS mm� 1.0 INTRODUCTION This Technical and Management Approach document defines the roles and responsibilities for Weston Solutions, Inc. ( WESTON) for the demolition and/or deconstruction activities at the 44 and Wadsworth Redevelopment Site located at 7340 W. 44 Avenue in Wheat Ridge, Colorado. WESTON will act as general contractor for this project. ROM COSTS — To be finalized at the February 15, 2011, Board Meeting WESTON intends to complete this portion of site demolition to include the scope listed below for a Not -to- Exceed price of $395,000. This price includes all project management, environmental considerations, permits, fencing, and subcontract services as well as a contingency for unforeseen conditions that might arise during the project's execution. WESTON has prepared a budget for the execution of the complete scope of work forecasting the expected actual cost to be approximately $320,000. The delta between the Not -to- Exceed price and the working budget has been developed due to risks associated with aggressive subcontractor pricing. As the Master Developer for the Wheat Ridge Urban Renewal Authority (Renewal Wheat Ridge (RWR)) WESTON has a vested interest to deliver the construction tasks for the best possible value. As part of this interest WESTON has selected an abatement and demolition contractor that showed extremely competitive pricing. Due diligence was performed to verify that the contractor works in a safe manner, understands the scope of work they will be contracted to perform, and is financially capable of maintaining the operation through completion. References were also received regarding their past performance on similar projects. All construction work has inherent risks. By utilizing a Cost Plus Fixed fee contract the appropriate Team approach can be appreciated between WESTON and Renewal Wheat Ridge, however by introducing the Not -to- Exceed price a significant amount of risk is placed on WESTON that is not offset by the financial upside potential of a Firm Fixed Price contract. This is the reason WESTON has identified a large contingency in the Not -to- Exceed price. WESTON will continue to operate with an open book policy for the financial status of the project. The cost for bonding by WESTON is also included in these estimates at the rate of 3 %. 2.0 TECHNICAL AND MANAGEMENT APPROACH The general scope of the project is for WESTON to provide complete demolition of the site located at 44 and Wadsworth in Wheat Ridge. The intent of this demolition project is to prepare the site for future new construction (see attached Request for Proposal documents and Statement of Work for detailed description of activities). To achieve this, demolition activities will include: 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 2 of 9 • Asbestos abatement and demolition of the antique mall. • Asbestos and lead based paint abatement and demolition of the auto shop located in the northeast area of the site. • Removal and backfill of any building foundations removed. • Removal of all site features (parking lot lights, walls, signs, bollards). • Removal of all concrete and asphalt. • Removal of all utilities that will not impact municipal activities. In addition to demolition, WESTON will leave the site in "subgrade" condition, and will provide site seeding to reduce erosion impacts. This will prepare the site for new construction with minimal future activities. WESTON requested that bidding contractors provide alternate costs for Green Demolition efforts that would divert a minimum of 75% of the waste produced from the demolition activities from landfills. This could also provide credits toward LEED certification of any new buildings constructed on the site. The most competitive price received for the demolition and abatement scope of work is a Green Demolition effort with a goal of 95% of waste material diverted from landfills. 2.1 WESTON Provided Services WESTON will act as the general contractor and liaison to Renewal Wheat Ridge for all aspects of this demolition project. WESTON will provide the following services for this project: • Develop a not -to- exceed price based on a Cost -Plus Fixed Fee (CPFF) basis for the successful completion of this project. • Develop and maintain a project schedule. • Coordinate project status meetings. • Provide all aspects of project management for the project, including project management, full -time site superintendent, health and safety, quality control, project controls, waste management reporting, and routine daily reporting. • Provide a Contractor's Progress, Status, and Management Report (CPSMR). • Provide contracting for all necessary entities needed to successfully complete this project. • Coordinate utility disconnections. • Provide site fencing and security. • Prepare and submit a Storm Water Pollution Prevention Plan (SWPPP). • Obtain and maintain all other required permits in cooperation with subcontractors. • Initiate, manage and maintain site health and safety and quality measures. • Provide signage identifying the project site as a Renewal Wheat Ridge development. 2.2 WESTON Subcontracted Services WESTON plans to contract out the work items below. All subcontractors must meet and comply with all of WESTON's health and safety and quality procedures. All contractors must be 44' and Wadsworth Redevelopment Site Demolition Technical and Management Approach I 1 February 2011 Page 3 of 9 qualified within WESTON's subcontractor qualification system, SubTrack, prior to receiving award. • Asbestos and lead based paint abatement and verification • All other site demolition activities • Traffic control • Geotechnical testing Subcontractor Team WESTON received 8 proposals for performance of asbestos abatement and demolition of the project site. WESTON made its contractor selection based on the criteria outlined in the RFP package to contractors. The deciding factors were cost, technical and management approach, and schedule. WESTON selected Alpine Demolition and Recycling (Alpine) to provide turnkey demolition and abatement of the project site. This selection was made based on the fact that Alpine was the low bidder, was qualified in our SubTrack system, would provide services within the allotted period of performance, and demonstrated a keen understanding of the project needs and approach. Furthermore, Alpine plans to recycle up to 95% of all materials onsite, which will qualify future construction efforts for 1 or 2 LEED points. WESTON will also contract the services of S &R Environmental (S &R). S &R will provide required 3rd party onsite asbestos abatement project management, air monitoring, OSHA monitoring, air monitoring clearances, project design, final reporting and closeout, and signature approval of the demolition permit as required by the Colorado Department of Public Health and Environment (CDPHE). 3.0 PROJECT TEAM AND SCHEDULE 3.1 Project Management Team WESTON will provide an experienced project management team for all aspects of the site demolition project at 44` and Wadsworth. The following personnel will support the successful completion of demolition activities, and will perform work on a CPFF basis as outlined in the Master Development Agreement. Project Manager: Nick Moore P.E. will provide project management for this project. He will act as liaison between WESTON and Renewal Wheat Ridge. Mr. Moore will ensure that demolition and abatement activities are completed on schedule and will address any issues that may arise during demolition. Mr. Moore will coordinate activities with the project team, Renewal Wheat Ridge, and the community in order to provide the successful completion of this project. Project Engineer: Jared Johnson P.E. will provide project engineering and project management support for this project. Mr. Johnson will be responsible for subcontractor selection and 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 4 of 9 contracting. He will review all work plans and submittals from subcontractors, and will develop and maintain a detailed construction schedule in cooperation with demolition and asbestos abatement contractors. Mr. Johnson will provide progress reports and invoicing documents to Renewal Wheat Ridge. He will also oversee all on -site activities, will manage the Site Superintendent, and ensure all site activities are completed in accordance with WESTON's health and safety and quality control policies and procedures. Site Superintendent: Mark Wiebe will be the Site Superintendent for this project. His responsibilities will include site coordination and supervision of contractors, health and safety supervision and reporting, quality control, completion of daily reports, and preparation of waste reporting documents. Mr. Wiebe will be on -site for all demolition activities and will ensure all activities performed on -site are in accordance with WESTON's policies and procedures for health and safety and quality control. Health and Safety Officer: Mike Stuart, WESTON's Central Division Health and Safety Officer will provide upfront health and safety planning, as well as periodic health and safety audits of the site. Mr. Stuart will work closely with the project management team to ensure all work activities conducted for this project are in accordance with WESTON's health and safety policies and procedures. 3.2 Schedule A preliminary schedule is attached. WESTON intends to begin physical site demolition after RWR board approval, and intends to complete demolition activities within 60 calendar days of mobilization to the site. Any changes in schedule will be coordinated with Renewal Wheat Ridge. 4.0 PLANS, REPORTS, AND DELIVERABLES Safety is one of WESTON's core values. We care for our co- workers, families, clients, and subcontractors and are focused on being safety leaders wherever we live and work. We thrive in a "safety first and all- the - time" culture and accept personal responsibility for creating a safe environment. For these reasons, WESTON's safety programs and requirements apply for subcontractors as they do for WESTON employees. Due to the nature of the work, special attention will be given to the Health and Safety procedures established before work is initiated to the following key areas: • Clearly delineating active construction zones • Addressing noise and air pollutant mitigation actions • Safety procedures during demolition and offsite disposal • Safety and coordination of demolition, excavation and grading activities 4.1 Health and Safety 44"' and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 5 of 9 �. < i __c WESTON's Environmental Health and Safety (EHS) Group is proactive in assessing current EHS Programs and setting strategies for years ahead. WESTON implements this EHS Program to fulfill our commitment to employees, subcontractors, and a diverse and dynamic range of clients to provide safe and healthy working conditions. Emphasis is also directed to continuous environmental compliance, continual improvement, and pollution prevention strategies. The EHS Program that will be implemented for this project is presented in three parts: • Part 1 - Health and Safety Program • Part 2 - Safety Manual • Part 3 - Environmental Protection Program The following sections summarize the three components of WESTON's EHS Program. Health and Safety Program It is WESTON's policy to assure that its employees are furnished a place of employment in which they are secure from recognized risks to their health and safety. In addition, WESTON's employees are required to conduct work activities in compliance with applicable safety regulations, and in a manner that will allow WESTON to achieve its goal for all employees and subcontractors to work safely — 100% of the time — in an environmentally responsible manner. WESTON has implemented a behavior -based safety (BBS) program where we are all responsible for each other, focusing on behaviors and intervention techniques to improve behavioral processes. Within BBS, our employees create high quality connections with one another, team members, and stakeholders to foster an active, caring culture. Commitment is higher and we help each other be safe every minute of every day. By achieving this goal, we will achieve our expectation of zero incidents. All employees assume a safety leadership role and are responsible for the safety of co- workers, our team members, and stakeholders. WESTON's EHS management system encompasses quality, environmental preservation, health, and safety to execute projects without harm to persons, property, or the environment. WESTON encourages the Plan, Do, Check, Act (PDCA) model for project planning and implementation as standard work practice for every job. The four elements of the PDCA model include: • Plan: Plan ahead, analyze, and predict results. • Do: Execute the plan, taking small steps in a controlled environment. • Check: Review the results, compare against the plan. • Act: Take action to maintain or improve. Safety Manual In the spirit of the EHS program, during project execution, a necessary approach to minim ize, control or eliminate the potential for adverse impact to human health and the environment is the use of administrative controls. The primary administrative control is the development and implementation of a site - specific Health and Safety Plan (HASP) that addresses all recognized and anticipated hazards associated with every work assignment. The HASP must be read, understood and implemented by all project personnel and contractors. WESTON field operation 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 6 of 9 procedures will be followed by all project personnel and available on the WESTON EHS Portal. The Site Manager will ensure that a tailgate health and safety briefing covers all work activities scheduled for a particular day. The HASP is required for all field projects and includes project - specific, task -by -task hazard risk analysis, emergency contingencies, field operating procedures, and background information. The HASP will be reviewed by the appropriate WESTON Safety Professional for approval. WESTON EHS documents are developed and reviewed to ensure document quality and compliance with regulations and client requirements. Project managers ensure version and access control of project documents. As needed, client- or project- specific procedures and responsibilities are established and maintained regarding development and revision of documents. Examples of EHS documents developed by WESTON include, but are not limited to, HASPs; regulatory plans; monitoring, status, and summary reports; and documentation of programmatic data. Environmental Protection Program As part of the comprehensive, integrated EHS Program, this Environmental Protection Program establishes the approach to executing all operations in a manner that protects the safety of employees, the public, and the environment. This Environmental Protection Program provides the framework for accomplishing WESTON's policy for environmental protection and compliance. WESTON will identify operations and activities associated with significant environmental aspects in line with our policy to include storm water control, air monitoring, and hazardous materials handling. The Environmental Protection Program will be augmented with specific plans pertinent to these activities to ensure that they are carried out under specified conditions. Environmental management systems and processes are an integral and essential part of the WESTON EHS Program. WESTON is committed to operating and performing work in accordance with sound environmental practices. To ensure fulfillment of that commitment, the management, employees, and subcontractors to WESTON will adhere to the following principles: • WESTON will prepare a SWPPP that will be active for the extent of the project, and will place Best Management Practices to control surface water pollution during construction activities. • WESTON employees and subcontractors will be responsible stewards of the environment. • WESTON activities, and those of its subcontractors, will be conducted in compliance with applicable federal, state, and local environmental regulations and WESTON procedures. • Environmental hazards will be continuously identified and evaluated during work planning and execution. Effective control of environmental hazards will be implemented for operations. Operational improvements that enhance environmental performance and 44 th and Wadsworth Redevelopment Site Demolition Technical and Management Approach I 1 February 2011 Page 7 of 9 pollution prevention opportunities will be sought out and implemented on a continuous basis. • Senior Management will monitor the effectiveness of WESTON environmental performance. • Environmental professionals employed by WESTON are prepared to serve as mentors for area business, municipal, and educational organizations. WESTON environmental practices, procedures, and controls will be implemented in concert with, and as a part of all other EHS elements. Through the integration of environmental management throughout all operations, WESTON intends to achieve and maintain ZERO ACCIDENTS (unpermitted discharges or releases to the environment). 4.2 Quality Program WESTON employs a series of clearly defined steps to ensure a proactive Quality Assurance /Quality Control (QA/QC) process throughout the life cycle of every project. These include: (1) at the initiation of the project, clearly define the customer's expectations and standards of quality applicable to the project; (2) document and communicate the QA/QC requirements to the project team and stakeholders; (3) implement QA/QC measures during field execution, with responsible and accountable individuals assigned to enforce quality requirements; (4) monitor compliance through mandatory audits and take corrective actions as needed; (5) capture lessons learned from every project to ensure that QA/QC process is focused on continuous improvement and a "zero tolerance" for quality incidents. 4.3 Project Completion Following successful project implementation, WESTON will perform the following closeout procedures: 1. WESTON will submit two (2) hard copies and one (1) electronic copy of the as -built drawings to the Renewal Wheat Ridge upon completion of the project. 2. WESTON will maintain storm water erosion controls as needed for a period of up to one year upon completion of demolition activities. 3. Working hours shall normally be between 7:45 a.m. and 5:15 p.m., excluding weekends and federal holidays. 4. Due to project requirements, extended hours may be required in order to close an open excavation prior to shutting down for the day. 5. The duration for this project is anticipated to be 60 calendar days of on -site work. See attached schedule. 5.0 Permits and Utilities All necessary permits will be coordinated and obtained by WESTON prior to starting demolition activities for this project. WESTON will provide copies of all permits to Renewal Wheat Ridge. 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 8 of 9 WESTON will also coordinate the shutdown of all utilities on -site that are to be removed. This includes coordination with Xcel energy, Qwest, and Wheat Ridge Water and Sanitation Districts. All utilities that are to be removed will be cut and capped at the property boundary. 44' and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 9 of 9 Exhibit A — Legal Description of the Property The parcels commonly known as 4350 Wadsworth Boulevard and described at Reception Number 223110190 as recorded in the official records of Jefferson County, State of Colorado; and The parcels commonly known as 7540 West 44th Avenue and described at Reception Number 89006508 as recorded in the official records of Jefferson County, State of Colorado; and The parcels commonly known as 7340 West 44th Avenue and described at Reception Number H908376A as recorded in the official records of Jefferson County, State of Colorado; as depicted in the map below. � 44TH AVE N W U 07310 w �I Z � - 0 m h ' 07810 04350 04350 07540 04350 04350 04350 07340 07340 04330 - 43RD PL - m S 07340 I 43RD AVE Exhibit B — Infrastructure to be Constructed on a Task Award Basis 1. Items to be constructed by the Authority by means of the Infrastructure Improvement Agreement with Weston Solutions on a Task Order Award basis. a. Asphalt surfaces for public roadways and access easements b. Asphalt parking surface for relocated bank parking c. Communication & Data service connections to pad sites d. Curb & Gutter for public roadways and access easements e. Demolition of all existing site improvements that will not remain as a permanent fixture in the redeveloped site. To include: i. Concrete & asphalt curb, sidewalks, drive surfaces and other hardscapes. ii. Buildings, signs, retaining walls and all associated structures. To include hazardous material abatement when applicable. iii. Abandoned utility components such as below grade piping, vaults, equipment pads and utility poles. f. Primary electric service to pad sites. g. Temporary and permanent erosion control measures. h. Gas service to pad sites. i. Overlot grading and seeding for pad sites. j. Landscaping for public use areas. k. Pedestrian plaza (public use park area). I. Sanitary sewer mainlines. m. Public use sidewalks. n. Traffic signs and striping for public roadways and access easements. o. Public street lighting and pedestrian lighting in public use areas. p. Water quality and detention pond infrastructure to support the development. q. Storm sewer infrastructure for public roads, access easements and public use areas to pad sites. r. Replacement of storm sewer across the development to convey exiting flows generated offsite from the south. s. Water main infrastructure, including fire hydrant installation. t. Traffic signal installation at 44 Ave / Vance St. u. Lane and median reconfiguration on 44 v. Potential Improvements to Wadsworth Blvd / 43 PI intersection. w. Potential Improvement to Big Lots parking lot for access to Wadsworth Blvd signal. 2. Items to be constructed by private developers of purchased pad sites: a. On site civil improvements including: i. Parking areas, drive lanes and sidewalks. ii. Storm water conveyance. iii. Utility service lines to taps in public mains. iv. Utility service meters. v. Landscaping & irrigation. b. ROW frontage improvements including: i. Sidewalks within ROW. ii. Landscaping and Irrigation within ROW. iii. Modifications to existing public infrastructure (i.e. roadway modifications for approved accesses). g !S Ns 6 d& e o I � } } f f SgaJM NI l _ _ O - - g I - ON y y y qN I �} _I �a i I � Z ua u� i uaomsau m og 'i-�41 t ro NOTICE TO PROCEED TO: DATE: You are hereby notified to commence that portion of the WORK as more particularly described in Exhibit 1, attached hereto and incorporated herein by this reference, in accordance with the Infrastructure Improvement Agreement dated , 2011, on or before , and you are to complete the WORK by The Authority hereby appropriates the amount of $ for completion of the WORK Wheat Ridge Urban Renewal Authority By Name Title ACCEPTANCE OF NOTICE Receipt of the above NOTICE TO PROCEED is hereby acknowledged on this day of , 20_: Weston Solutions, Inc., a Pennsylvania corporation By Name Title WESTON SOLUTIONS, INC TECHNICAL AND MANAGEMENT APPROACH for DEMOLITION OF EXISTING BUILDINGS AND INFRASTRUCTURE AT 44"' AND WADSWORTH REDEVELOPMENT SITE 7340 WEST 44 AVENUE WHEAT RIDGE, COLORADO 11 February 2011 Weston Solutions, Inc. 355 S Teller Street, Suite 300 Lakewood, Colorado 80226 (303) 729 -6100 SOLUTIONS � 1 u _ �,_,,._ <eu eu_n•.. 1.0 INTRODUCTION This Technical and Management Approach document defines the roles and responsibilities for Weston Solutions, Inc. ( WESTON) for the demolition and/or deconstruction activities at the 44` and Wadsworth Redevelopment Site located at 7340 W. 44` Avenue in Wheat Ridge, Colorado. WESTON will act as general contractor for this project. ROM COSTS — To be finalized at the February 15, 2011, Board Meeting WESTON intends to complete this portion of site demolition to include the scope listed below for a Not -to- Exceed price of $395,000. This price includes all project management, environmental considerations, permits, fencing, and subcontract services as well as a contingency for unforeseen conditions that might arise during the project's execution. WESTON has prepared a budget for the execution of the complete scope of work forecasting the expected actual cost to be approximately $320,000. The delta between the Not -to- Exceed price and the working budget has been developed due to risks associated with aggressive subcontractor pricing. As the Master Developer for the Wheat Ridge Urban Renewal Authority (Renewal Wheat Ridge (RWR)) WESTON has a vested interest to deliver the construction tasks for the best possible value. As part of this interest WESTON has selected an abatement and demolition contractor that showed extremely competitive pricing. Due diligence was performed to verify that the contractor works in a safe manner, understands the scope of work they will be contracted to perform, and is financially capable of maintaining the operation through completion. References were also received regarding their past performance on similar projects. All construction work has inherent risks. By utilizing a Cost Plus Fixed fee contract the appropriate Team approach can be appreciated between WESTON and Renewal Wheat Ridge, however by introducing the Not -to- Exceed price a significant amount of risk is placed on WESTON that is not offset by the financial upside potential of a Firm Fixed Price contract. This is the reason WESTON has identified a large contingency in the Not -to- Exceed price. WESTON will continue to operate with an open book policy for the financial status of the project. The cost for bonding by WESTON is also included in these estimates at the rate of 3 %. 2.0 TECHNICAL AND MANAGEMENT APPROACH The general scope of the project is for WESTON to provide complete demolition of the site located at 44 and Wadsworth in Wheat Ridge. The intent of this demolition project is to prepare the site for future new construction (see attached Request for Proposal documents and Statement of Work for detailed description of activities). To achieve this, demolition activities will include: 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 2 of 9 • Asbestos abatement and demolition of the antique mall. • Asbestos and lead based paint abatement and demolition of the auto shop located in the northeast area of the site. • Removal and backfill of any building foundations removed. • Removal of all site features (parking lot lights, walls, signs, bollards). • Removal of all concrete and asphalt. • Removal of all utilities that will not impact municipal activities. In addition to demolition, WESTON will leave the site in "subgrade" condition, and will provide site seeding to reduce erosion impacts. This will prepare the site for new construction with minimal future activities. WESTON requested that bidding contractors provide alternate costs for Green Demolition efforts that would divert a minimum of 75% of the waste produced from the demolition activities from landfills. This could also provide credits toward LEED certification of any new buildings constructed on the site. The most competitive price received for the demolition and abatement scope of work is a Green Demolition effort with a goal of 95% of waste material diverted from landfills. 2.1 WESTON Provided Services WESTON will act as the general contractor and liaison to Renewal Wheat Ridge for all aspects of this demolition project. WESTON will provide the following services for this project: • Develop a not -to- exceed price based on a Cost -Plus Fixed Fee (CPFF) basis for the successful completion of this project. • Develop and maintain a project schedule. • Coordinate project status meetings. • Provide all aspects of project management for the project, including project management, full -time site superintendent, health and safety, quality control, project controls, waste management reporting, and routine daily reporting. • Provide a Contractor's Progress, Status, and Management Report (CPSMR). • Provide contracting for all necessary entities needed to successfully complete this project. • Coordinate utility disconnections. • Provide site fencing and security. • Prepare and submit a Storm Water Pollution Prevention Plan (SWPPP). • Obtain and maintain all other required permits in cooperation with subcontractors. • Initiate, manage and maintain site health and safety and quality measures. • Provide signage identifying the project site as a Renewal Wheat Ridge development. 2.2 WESTON Subcontracted Services WESTON plans to contract out the work items below. All subcontractors must meet and comply with all of WESTON's health and safety and quality procedures. All contractors must be 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 3 of 9 qualified within WESTON's subcontractor qualification system, SubTrack, prior to receiving award. • Asbestos and lead based paint abatement and verification • All other site demolition activities • Traffic control • Geotechnical testing Subcontractor Team WESTON received 8 proposals for performance of asbestos abatement and demolition of the project site. WESTON made its contractor selection based on the criteria outlined in the RFP package to contractors. The deciding factors were cost, technical and management approach, and schedule. WESTON selected Alpine Demolition and Recycling (Alpine) to provide turnkey demolition and abatement of the project site. This selection was made based on the fact that Alpine was the low bidder, was qualified in our SubTrack system, would provide services within the allotted period of performance, and demonstrated a keen understanding of the project needs and approach. Furthermore, Alpine plans to recycle up to 95% of all materials onsite, which will qualify future construction efforts for 1 or 2 LEED points. WESTON will also contract the services of S &R Environmental (S &R). S &R will provide required 3rd party onsite asbestos abatement project management, air monitoring, OSHA monitoring, air monitoring clearances, project design, final reporting and closeout, and signature approval of the demolition permit as required by the Colorado Department of Public Health and Environment (CDPHE). 3.0 PROJECT TEAM AND SCHEDULE 3.1 Project Management Team WESTON will provide an experienced project management team for all aspects of the site demolition project at 44 and Wadsworth. The following personnel will support the successful completion of demolition activities, and will perform work on a CPFF basis as outlined in the Master Development Agreement. Project Manager: Nick Moore P.E. will provide project management for this project. He will act as liaison between WESTON and Renewal Wheat Ridge. Mr. Moore will ensure that demolition and abatement activities are completed on schedule and will address any issues that may arise during demolition. Mr. Moore will coordinate activities with the project team, Renewal Wheat Ridge, and the community in order to provide the successful completion of this project. Project Engineer: Jared Johnson P.E. will provide project engineering and project management support for this project. Mr. Johnson will be responsible for subcontractor selection and 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 4 of 9 contracting. He will review all work plans and submittals from subcontractors, and will develop and maintain a detailed construction schedule in cooperation with demolition and asbestos abatement contractors. Mr. Johnson will provide progress reports and invoicing documents to Renewal Wheat Ridge. He will also oversee all on -site activities, will manage the Site Superintendent, and ensure all site activities are completed in accordance with WESTON's health and safety and quality control policies and procedures. Site Superintendent: Mark Wiebe will be the Site Superintendent for this project. His responsibilities will include site coordination and supervision of contractors, health and safety supervision and reporting, quality control, completion of daily reports, and preparation of waste reporting documents. Mr. Wiebe will be on -site for all demolition activities and will ensure all activities performed on -site are in accordance with WESTON's policies and procedures for health and safety and quality control. Health and Safety Officer: Mike Stuart, WESTON's Central Division Health and Safety Officer will provide upfront health and safety planning, as well as periodic health and safety audits of the site. Mr. Stuart will work closely with the project management team to ensure all work activities conducted for this project are in accordance with WESTON's health and safety policies and procedures. 3.2 Schedule A preliminary schedule is attached. WESTON intends to begin physical site demolition after RWR board approval, and intends to complete demolition activities within 60 calendar days of mobilization to the site. Any changes in schedule will be coordinated with Renewal Wheat Ridge. 4.0 PLANS, REPORTS, AND DELIVERABLES Safety is one of WESTON's core values. We care for our co- workers, families, clients, and subcontractors and are focused on being safety leaders wherever we live and work. We thrive in a "safety first and all- the - time" culture and accept personal responsibility for creating a safe environment. For these reasons, WESTON's safety programs and requirements apply for subcontractors as they do for WESTON employees. Due to the nature of the work, special attention will be given to the Health and Safety procedures established before work is initiated to the following key areas: • Clearly delineating active construction zones • Addressing noise and air pollutant mitigation actions • Safety procedures during demolition and offsite disposal • Safety and coordination of demolition, excavation and grading activities 4.1 Health and Safety 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 5 of 9 Nr WESTON's Environmental Health and Safety (EHS) Group is proactive in assessing current EHS Programs and setting strategies for years ahead. WESTON implements this EHS Program to fulfill our commitment to employees, subcontractors, and a diverse and dynamic range of clients to provide safe and healthy working conditions. Emphasis is also directed to continuous environmental compliance, continual improvement, and pollution prevention strategies. The EHS Program that will be implemented for this project is presented in three parts: • Part 1 - Health and Safety Program • Part 2 - Safety Manual • Part 3 - Environmental Protection Program The following sections summarize the three components of WESTON's EHS Program. Health and Safety Program It is WESTON's policy to assure that its employees are furnished a place of employment in which they are secure from recognized risks to their health and safety. In addition, WESTON's employees are required to conduct work activities in compliance with applicable safety regulations, and in a manner that will allow WESTON to achieve its goal for all employees and subcontractors to work safely — 100% of the time — in an environmentally responsible manner. WESTON has implemented a behavior -based safety (BBS) program where we are all responsible for each other, focusing on behaviors and intervention techniques to improve behavioral processes. Within BBS, our employees create high quality connections with one another, team members, and stakeholders to foster an active, caring culture. Commitment is higher and we help each other be safe every minute of every day. By achieving this goal, we will achieve our expectation of zero incidents. All employees assume a safety leadership role and are responsible for the safety of co- workers, our team members, and stakeholders. WESTON's EHS management system encompasses quality, environmental preservation, health, and safety to execute projects without harm to persons, property, or the environment. WESTON encourages the Plan, Do, Check, Act (PDCA) model for project planning and implementation as standard work practice for every job. The four elements of the PDCA model include: • Plan: Plan ahead, analyze, and predict results. • Do: Execute the plan, taking small steps in a controlled environment. • Check: Review the results, compare against the plan. • Act: Take action to maintain or improve. Safety Manual In the spirit of the EHS program, during project execution, a necessary approach to minimize, control or eliminate the potential for adverse impact to human health and the environment is the use of administrative controls. The primary administrative control is the development and implementation of a site - specific Health and Safety Plan (HASP) that addresses all recognized and anticipated hazards associated with every work assignment. The HASP must be read, understood and implemented by all project personnel and contractors. WESTON field operation 44t and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 6 of 9 procedures will be followed by all project personnel and available on the WESTON EHS Portal. The Site Manager will ensure that a tailgate health and safety briefing covers all work activities scheduled for a particular day. The HASP is required for all field projects and includes project - specific, task -by -task hazard risk analysis, emergency contingencies, field operating procedures, and background information. The HASP will be reviewed by the appropriate WESTON Safety Professional for approval. WESTON EHS documents are developed and reviewed to ensure document quality and compliance with regulations and client requirements. Project managers ensure version and access control of project documents. As needed, client- or project - specific procedures and responsibilities are established and maintained regarding development and revision of documents. Examples of EHS documents developed by WESTON include, but are not limited to, HASPS; regulatory plans; monitoring, status, and summary reports; and documentation of programmatic data. Environmental Protection Program As part of the comprehensive, integrated EHS Program, this Environmental Protection Program establishes the approach to executing all operations in a manner that protects the safety of employees, the public, and the environment. This Environmental Protection Program provides the framework for accomplishing WESTON's policy for environmental protection and compliance. WESTON will identify operations and activities associated with significant environmental aspects in line with our policy to include storm water control, air monitoring, and hazardous materials handling. The Environmental Protection Program will be augmented with specific plans pertinent to these activities to ensure that they are carried out under specified conditions. Environmental management systems and proce WESTON EHS Program. WESTON is comt accordance with sound environmental practices. management, employees, and subcontractors principles: ;ses are an integral and essential part of the pitted to operating and performing work in To ensure fulfillment of that commitment, the ro WESTON will adhere to the following • WESTON will prepare a SWPPP that will be active for the extent of the project, and will place Best Management Practices to control surface water pollution during construction activities. • WESTON employees and subcontractors will be responsible stewards of the environment. • WESTON activities, and those of its subcontractors, will be conducted in compliance with applicable federal, state, and local environmental regulations and WESTON procedures. • Environmental hazards will be continuously identified and evaluated during work planning and execution. Effective control of environmental hazards will be implemented for operations. Operational improvements that enhance environmental performance and 44` and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 7 of 9 WFS�TN pollution prevention opportunities will be sought out and implemented on a continuous basis. • Senior Management will monitor the effectiveness of WESTON environmental performance. • Environmental professionals employed by WESTON are prepared to serve as mentors for area business, municipal, and educational organizations. WESTON environmental practices, procedures, and controls will be implemented in concert with, and as a part of all other EHS elements. Through the integration of environmental management throughout all operations, WESTON intends to achieve and maintain ZERO ACCIDENTS (unpermitted discharges or releases to the environment). 4.2 Quality Program WESTON employs a series of clearly defined steps to ensure a proactive Quality Assurance /Quality Control (QA/QC) process throughout the life cycle of every project. These include: (1) at the initiation of the project, clearly define the customer's expectations and standards of quality applicable to the project; (2) document and communicate the QA/QC requirements to the project team and stakeholders; (3) implement QA/QC measures during field execution, with responsible and accountable individuals assigned to enforce quality requirements; (4) monitor compliance through mandatory audits and take corrective actions as needed; (5) capture lessons learned from every project to ensure that QA/QC process is focused on continuous improvement and a "zero tolerance" for quality incidents. 4.3 Project Completion Following successful project implementation, WESTON will perform the following closeout procedures: 1. WESTON will submit two (2) hard copies and one (1) electronic copy of the as-built drawings to the Renewal Wheat Ridge upon completion of the project. 2. WESTON will maintain storm water erosion controls as needed for a period of up to one year upon completion of demolition activities. 3. Working hours shall normally be between 7:45 a.m. and 5:15 p.m., excluding weekends and federal holidays. " 4. Due to project requirements, extended hours may be required in order to close an open excavation prior to shutting down for the day. 5. The duration for this project is anticipated to be 60 calendar days of on -site work. See attached schedule. 5.0 Permits and Utilities All necessary permits will be coordinated and obtained by WESTON prior to starting demolition activities for this project. WESTON will provide copies of all permits to Renewal Wheat Ridge. 44' and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 8 of 9 WESTON will also coordinate the shutdown of all utilities on -site that are to be removed. This includes coordination with Xcel energy, Qwest, and Wheat Ridge Water and Sanitation Districts. All utilities that are to be removed will be cut and capped at the property boundary. 44' and Wadsworth Redevelopment Site Demolition Technical and Management Approach 11 February 2011 Page 9 of 9 HAYES, PHILLIPS, HOFFMANN & CARBERRY, P.C. 1530 Sixteenth Street, Suite 200 Denver, Colorado 80202 -1468 Telephone: (303) 825 -6444 Facsimile: (303) 825 -1269 Corey Y. Hoffinann Fah-play Office Kendra L. Carberry 675 Main Street Jefferson H. Parker P.O. Box 1046 Fait CO 80440 Of Counsel Telephone: (719) 836 -9005 John E. Hayes Facsimile: (719) 836 -9010 Herbert C. Phillips RENEWAL WHEAT RIDGE MEMORANDUM TO: BOARD OF COMMISSIONERS FROM: COREY Y. HOFFMANN, ESQ DATE: FEBRUARY 11, 2011 RE: PURCHASE AND SALE AGREEMENT Elizabeth C. Gross Christine C. Stretesky Cristina DiMaria At the Renewal Wheat Ridge Board's regular meeting of February 15, 2011, you will be considering whether to approve a Purchase Agreement between Renewal Wheat Ridge and Wazee Partners, LLC for an approximately sized 2.17 acre parcel of property on the east side of the proposed development at 44 Avenue and Wadsworth, which if fully performed, will result in the construction of 88 residential apartment units contemplated to be age restricted (senior) housing. This Memorandum attempts to summarize the provisions within this Purchase Agreement. First, the Purchase Price is $704,000, which equates to roughly $7.44 per square foot. However, in addition to the Purchase Price, Wazee Partners is agreeing to pay an additional $176,000 for its cost of improvements to the Property, identified as "Development Impact Assessments." Thus, the total amount paid to the Authority for a "Fully Improved Legally Subdivided Lot" as that term is defined in the Purchase Agreement is $880,000. Using the value of $880,000, the Purchase Price is roughly $9.31 per square foot. Second, the Authority's obligations in addition to standard title and due diligence issues primarily involve creating the "Fully Improved Subdivided Lot" through the City's subdivision process. A "Fully Improved Subdivided Lot" generally includes acceptable access primarily from Vance Street, installation of utility infrastructure, access to storm drainage, signage, and 2111111 Q. I USERSWIRUMCM I MAZEE PARTNERS.t101.DOC February 11, 2011 Page 2 demolition of existing improvements on the Property. The obligations for constructing the infrastructure are required to be completed no later than nine (9) months after the date of closing. In terns of the timing of closing and the payment of Earnest Money, the amount of Earnest Money being provided is $40,000, which is due within 15 business days of execution of the Purchase Agreement. However, this Purchase Agreement is expressly contingent on several issues related to financing the project. Most importantly, Wazee Partners must be awarded tax credits by the Colorado Housing and Finance Authority ( "CHFA "). There are two rounds of applications for such awards. The first is due /March 1, 2011, and awarded by May 1, 2011, and the second is due July 1, 2011, and awarded approximately September 1, 2011. Section 5.2 of the Purchase Agreement specifically provides that the award of a CHFA Tax Credit Allocation is a condition precedent to closing. In addition, mortgage loan financing is also a condition precedent, but you will be provided in your materials assurances from Wazee Partners regarding their ability to satisfy the mortgage financing condition once the tax credit allocation is awarded, if it is awarded. Under the Purchase Agreement, closing is contemplated to be July 15, 2011, provided Wazee Partners receives an award of the CHFA Tax Credit Allocation in the first round, and approximately October 1, 2011, provided Wazee Partners receives an award of the CHFA Tax Credit Allocation in the second round. Please note that there is certainly no guarantee that Wazee Partners will receive the award, and as structured, the Earnest Money does not become nonrefundable unless the conditions precedent are satisfied. There are a number of details regarding the CHFA Tax Credit Allocation process that you may desire to have explained to you to help understand the likelihood of Wazee Partners being able to perform its obligations and close on the property as contemplated. Representatives of Wazee Partners will be at the meeting to respond to questions. As always, please let me know if you have any questions. 2111/1/ Q.1USERSIWRURA1CM201IIW.4ZEE PARTAIERS MOLDOC WHEAT RIDGE URBAN RENEWAL AUTHORITY WHEAT RIDGE, COLORADO RESOLUTION NO. 04 Series of 2011 TITLE: A RESOLUTION APPROVING A PURCHASE AGREEMENT BY AND BETWEEN THE WHEAT RIDGE URBAN RENEWAL AUTHORITY AND WAZEE PARTNERS IN CONNECTION WITH A PROPOSED REDEVELOPMENT PROJECT IN THE CITY OF WHEAT RIDGE WHEREAS, the Authority is the fee owner 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 (the "Development "). WHEREAS, Wazee Partners desires to purchase a 2.17 acre +/- portion of the Development owned by the Authority, as a fully improved and legally subdivided lot, and the Authority desires to sell such Property to Wazee Partners pursuant and subject to the terms and conditions set forth in the Purchase Agreement. 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: Section 1. The Purchase Agreement attached hereto as Exhibit A be, and hereby is, approved by the Authority. DONE AND RESOLVED THIS 15th day of February, 2011. WHEAT RIDGE URBAN RENEWAL AUTHORITY By: Chairman ATTEST: Secretary to the Authority �.XUJ A PURCHASE AGREEMENT This PURCHASE AGREEMENT (this "Agreement ") is made as of the day of , 2011 (the "Effective Date "), by and between the WHEAT RIDGE URBAN RENEWAL AUTHORITY dba RENEWAL WHEAT RIDGE, an urban renewal authority created pursuant to C.R.S. § 31 -25 -101, et seq., and body politic and corporate (the "Authority "), and WAZEE PARTNERS, LLC, a Colorado limited liability company (the " Wazee Partners" or "Purchaser "). WHEREAS, the Authority is the fee owner 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 (the "Development "). WHEREAS, Wazee Partners desires to purchase a 2.17 acre +/- portion of the Development owned by the Authority, as a fully improved and legally subdivided lot, and the Authority desires to sell such Property (as defined in Section 1.6 below) to Wazee Partners pursuant and subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Authority and the Wazee Partners agree as follows: Article 1. Definitions The following terms shall have the meanings set forth below: 1.1 Agreement This Agreement, including the following exhibits attached hereto and hereby made a part hereof: Exhibit A: Legal Description of Property Exhibit B: Schedule of Development Impact Assessments to be paid by Purchaser Exhibit C: Special Warranty Deed Exhibit D: Configuration of the 2.17 acre +/- parcel 1.2 Due Diligence Period. The time period commencing on the Effective Date and ending on March 31, 2011, as more particularly described in Article 4. 1.3 Infrastructure All infrastructure to be constructed by the Authority within the Development to serve the Property, and satisfy the City of Wheat Ridge subdivision requirements for a fully improved subdivided lot. 1.4 Fully Improved Legally Subdivided Lot A `Fully Improved Legally Subdivided Lot' means a parcel of real property for which all acts and requirements have been completed for the creation of a legally subdivided fully improved lot that satisfies the City of Wheat Ridge and other applicable governmental and quasi - governmental agency approvals for subdivision and development including, but not limited to the following: [1] (a) All utility lines, mains and facilities for water, electricity, natural gas, telephone, cable, waste water and storm sewer adequate to serve the Property have been constructed by the Authority and installed and immediately available for connection to the Property at a location on or near (within ten feet) of the Property upon Purchaser's payment of the applicable fees for said services; (b) All facilities necessary for the capture, transmission, retention and drainage of surface water on and off the Property, have been constructed in accordance with the City of Wheat Ridge and other applicable governmental or quasi - governmental agency requirements; (c) All required dedications, assessments and fees for park, recreation, school or public land donation requirements have been made or paid; and (d) Public and /or private roadways, sidewalks, curbs, gutters, common areas and common area landscaping have been constructed in accordance with the Development's development agreement, subdivision improvement agreement, or other similar agreement concerning completion of subdivision improvements; so as to provide the Property with public right of way access via Vance Street and public right of way or private right of way access to Upham Street via the access road along the south boundary of the Property. 1.5 Permitted Exceptions Matters of record affecting the Property, applicable governmental restrictions, rights -of -way, easements and encroachments that are accepted by the Wazee Partners pursuant to Section 6.2 of this Agreement. 1.6 Propert y . The real property in the City of Wheat Ridge, County of Jefferson, State of Colorado described in Exhibit A attached hereto and incorporated herein, configured as a "Fully Improved Legally Subdivided Lot ", as defined in Section 1.4 above, and as such legal description may be modified prior to the Closing pursuant to City of Wheat Ridge regulations regarding the subdivision of that portion of the Development that comprises the Property, together with all improvements, rights and appurtenances thereto, including without limitation: (a) All right, title and interest of the Authority, if any, in governmental permits concerning the Property including, without limitation, storm drainage retention and release rights, to the extent transferable with a transfer of title to the Property, or are assignable ( "Permits "). To the extent that previously existing water and waste water taps may provide a credit towards future taps on the Property, the Parties agree to negotiate in good faith regarding the allocation of such credits among the various parcels owned by the Authority. 1.7 Purchase Price The purchase price for the Property described in Article 3. [2] 1.8 Title Commitment The title insurance commitment with respect to the Real Property issued by the Title Company, setting forth the status of title to the Property and showing all liens, claims, encumbrances, easements, rights -of -way, encroachments, reservations, restrictions, and any other matters affecting the Property described in Section 6.2, below. 1.9 Title Company Fidelity National Title Insurance, Major Accounts Division, 4643 South Ulster Street, Suite 500, Denver, Colorado 80237 ( "Title Company" or "Escrow Agent. ") 1.10 Title Evidence The Title Commitment and copies of exceptions with respect to the Property described in Section 6.2 below. 1.11 Title Policy The Owner's Policy of Title Insurance to be issued pursuant to the Title Commitment, obtained as part of the Title Evidence. Article 2. Purchase and Sale The Authority hereby agrees to sell, and the Wazee Partners hereby agrees to purchase the Property upon and subject to the terms and conditions hereinafter set forth. Article 3. Purchase Price 3.1 Amount Wazee Partners shall pay to the Authority as and for the Purchase Price for the Property the sum of $704,000.00 (the "Purchase Price "). The Purchase Price is payable in cash or immediately available funds as follows: A. An earnest money deposit in the amount of $40,000.00 paid in the form of certified funds deliverable within fifteen (15) business days of full execution of this Agreement (the "Earnest Money "). B. The balance of the Purchase Price shall be paid in certified funds at Closing, subject to customary Closing adjustments C. In addition to the Purchase Price, Purchaser shall pay to the Authority, at Closing, the Authority's Development Impact Assessments set forth and described on Exhibit B, in the amount of the agreed upon allocation to the Property: provided, however, the Authority's Development Impact Assessments, or other similar impact costs and fees (including but not limited to undergrounding utilities — if required), shall not exceed $176,000.00. Notwithstanding the foregoing, the Authority may modify the Purchase Price and the Authority's Development Impact Assessments in its discretion so long as the total consideration to be paid by Wazee Partners to the Authority at Closing does not exceed $880,000.00. 3.2 Form of Deed The transfer of the Property shall be by special warranty deed in the form attached as Exhibit C (the "Deed "), subject to any Permitted Exceptions as described in Section 6.2 of this Agreement. [3] Article 4. Evidence of Title /Due Diligence Period 4.1 Evidence of Title The Authority shall furnish to Wazee Partners, at the Authority's expense, a current commitment for owner's title insurance policy in an amount equal to the purchase price, on or before February 20, 2011 ( "Title Deadline "). Wazee Partners may require of the Authority that copies of instruments (or abstracts of instruments) listed in the schedule of exceptions ( "Exceptions ") in the title insurance commitment also be furnished to Wazee Partners at Authority's expense. This requirement shall pertain only to instruments shown of record in the office of the clerk and recorder of the designated county or counties. The title insurance commitment, together with any copies or abstracts of instruments furnished pursuant to this Article 4, constitute the title documents ( "Title Documents "). Wazee Partners, or Wazee Partners' designee, must request Authority, in writing, to furnish copies or abstracts of instruments listed as Exceptions no later than five (5) business days after Title Deadline. Authority will pay the title insurance premium at Closing and have the title insurance policy delivered to Wazee Partners as soon as practicable after Closing. 4. 1.1 Title Review Wazee Partners shall have the right to inspect the Title Documents. Written notice by Wazee Partners of unmerchantability of title or of any other unsatisfactory title condition shown by the Title Documents shall be signed by or on behalf of Wazee Partners and given to Authority on or before March 3, 2011, or within five (5) business days after receipt by Wazee Partners of any Title Document(s) or endorsement(s) adding new Exception(s) to the title commitment together with a copy of the Title Document adding new Exception(s) to title. If Authority does not receive Wazee Partners' notice by the date(s) specified above, Wazee Partners accepts the condition of title as disclosed by the Title Documents as satisfactory. 4.1.2 Matters Not Shown by the Public Records Authority shall deliver to Wazee Partners, on or before the Title Deadline set forth in this Article 4, true copies of all lease(s) and survey(s) in Authority's possession pertaining to the Property and shall disclose to Wazee Partners all easements, liens or other title matters not shown by the public records of which Authority has actual knowledge. Wazee Partners shall have the right to inspect the Property to determine if any third party(s) has any right in the Property not shown by the public records (such as an unrecorded easement, unrecorded lease, or boundary line discrepancy). Written notice of any unsatisfactory condition(s) disclosed by Authority or revealed by such inspection shall be signed by or on behalf of Wazee Partners and given to Authority on or before March 3, 2011. If Authority does not receive Wazee Partners' notice by said date, Wazee Partners accepts title subject to such rights, if any, of third parties of which Wazee Partners has actual knowledge. 4.1.3 Right to Cure If Authority receives notice of unmerchantability of title or any other unsatisfactory title condition(s) as provided in subsection 4. 1.1 or 4.1.2 above, Authority shall use reasonable effort to correct said unsatisfactory title condition(s) prior to the Expiration of the Due Diligence Period (as defined below). If Authority fails to correct said unsatisfactory title condition(s) on or before the date of March 31, 2011 (the [4] "Expiration of the Due Diligence Period "), this Agreement shall then terminate; provided, however, Wazee Partners may, by written notice received by Authority, on or before the Expiration of the Due Diligence Period, waive objection to said unsatisfactory title condition(s). 4.2 Authority Delivery of Due Diligence Materials Within five (5) calendar days of the Effective Date, the Authority shall assemble and deliver to Wazee Partners, those reports, studies and surveys in the possession or control of the Authority and /or its agents and independent contractors, if any, concerning the development, ownership and operation of the Property, including, but not limited to, the following: 4.2.1 Environmental inspections, including Phase I and Phase II reports concerning the presence or potential presence of hazardous or toxic substances upon the Property, and any other environmental conditions notice from any state or federal agency or municipal government; 4.2.2. Existing surveys of the Property; 4.2.3 Engineering and geotechnical inspections or studies; 4.2.4 Storm water drainage studies or reports for the Development; and 4.2.5 Traffic studies regarding internal vehicle traffic within the Development. To assist Wazee Partners in its effort to expeditiously complete its inspection of the Property and to make timely submittals to funding agencies and proposed lenders, the Authority will allow Wazee Partners to contact the providers of environmental studies and various engineering reports, and request that these report providers update the reports to specifically reflect the 2.17 acre parcel comprising the Property, and recertify the reports to Wazee Partners and its lenders, all at the sole cost of Wazee Partners. 4.3 Other Items to be completed by Wazee Partners During Due Diligence Period Wazee Partners, at its sole cost and expense, shall obtain the following data and documentation during the Due Diligence Period. 4.3.1 Appraisal Wazee Partners shall obtain an independent appraisal of the Property that indicates the Purchase Price is at least equal to the fair market value of the Property. 4.3.2 Market Study Wazee Partners shall obtain a market study to confirm the viability of the Property for Wazee Partners' intended use. 4.3.3 Environmental Review Wazee Partners shall obtain an Environmental Phase 1 and Phase II Report, if desired by Wazee Partners, or have received such a report from the Authority that satisfies this obligation at Wazee Partners' sole discretion, which indicates that the Property is acceptable and adequate for its intended use. [5] 4.3.4 Waiver Wazee Partners may, by written notice received by Authority, on or before the Expiration of the Due Diligence Period, waive and forgo its obligation to obtain any of the documentation set forth in the Sections 4.3.1 through 4.3.3, and proceed to Closing, subject to satisfaction of the conditions precedent described in Article 5 below. 4.4 Other Items to be Completed by Wazee Partners After Expiration of the Due Diligence Period But Prior to Closing 4.4.1 Mortgage Loan Financing — Construction and Permanent Loans Wazee Partners intends to finance a portion of the cost of the Property acquisition and construction of apartment improvements with either: (x) a conventional mortgage loan, (y) a mortgage loan insured by FHA under Section 221(d)(4), 220, 231; or (z) a mortgage loan funded by FNMA or Freddie Mac ( "Mortgage Loan Financing "). (a) No later than sixty (60) days from the Effective Date, Wazee Partners shall submit to FHA, a conventional lender, or FNMA or Freddie Mac, a request for said conventional lender, FHA, FNMA and /or Freddie Mac, to issue an invitation to submit a mortgage loan or mortgage loan insurance application. (b) Wazee Partners shall have one hundred twenty (120) days from the Effective Date within which to receive an invitation from FHA, FNMA or Freddie Mac to submit a mortgage loan application. (c) Upon Wazee Partners' receipt of an invitation to submit a FNMA or Freddie Mac application or FHA mortgage loan insurance application, Wazee Partners shall prepare construction plans and specifications, construction cost estimates and such other documentation as the mortgage loan application requires. No later than two hundred (200) days following the Effective Date, Wazee Partners shall have submitted either (i) its FHA firm commitment mortgage insurance application, or (ii) a fully documented FNMA, Freddie Mac and /or conventional mortgage loan application. 4.4.2 Tax Credit Award by CHFA and Tax Credit Investor Equity Funding Commitment (a) On or before March 1 st, 2011, Wazee Partners shall prepare and submit to the Colorado Housing and Finance Authority ( "CHFA "), the designated agency administering the Section 42, Affordable Housing Tax Credit Program, its application for an award of Section 42 tax credits for all residential units in Wazee Partners proposed apartment development. (b) Wazee Partners shall have until May 1st, 2011 to receive a March Application Period award of tax credits ( "Tax Credit Allocation. ") [6] (c) Wazee Partners shall have thirty (30) days from the date of the Tax Credit Allocation within which to receive a tax credit investor firm commitment to purchase the tax credits and become a project owner limited partner ( "Tax Credit Funding Commitment. ") 4.4.3 City of Wheat Ridge Development Review Approvals (a) Wazee Partners shall prepare and submit to the City of Wheat Ridge Planning Department for development review approval, Wazee Partners' application for approval of a site development plan that will permit construction and occupancy of no less than eighty -eight (88) residential apartment units and related structures and amenities. (b) Wazee Partners anticipates receiving a City of Wheat Ridge development review approval no later than Closing. (c) Wazee Partners will be submitting its development review application as a contract purchaser of the Property, and all such development review entitlements and approvals shall only be effective as to the Property upon Wazee Partners' closing on title to the Property. Article 5. Conditions Precedent The proposed Closing and conveyance of the title to the Property shall be subject to the satisfaction of conditions precedent set forth below in this Article 5. 5.1 Authority Undertakings and Conditions Precedent to Closing The following conditions precedent to Closing shall be completed and /or satisfied by the Authority prior to Closing: 5.1.1 The Authority shall have obtained subdivision plat approval from the City of Wheat Ridge creating a Fully Improved Legally Subdivided Lot (as defined in Section 1.4 above) for the Property (the "Subdivision Plat "), to allow for the construction of the Wazee Partners' multifamily apartment building. The Subdivision Plat for the Property shall provide for the following: (a) The configuration of the Property within the Development substantially as set forth and described on Exhibit D, which Exhibit is attached hereto and incorporated herein by this reference; (b) Access acceptable to Wazee Partners, which shall include primary access from Vance Street, and secondary access on the south boundary of the Property connecting Vance Street and Upham Street which shall be open for use by the Property, the Jefferson County office building tenants and invitees, and fire and health safety emergency vehicles; [7] (c) The Authority will install water, waste water, gas, electric and telecommunication service lines in the Vance Street right of way adjacent to the Property, and shall stub in connection points for water, sewer, gas and electric service to the Property, all at locations reasonably requested by Purchaser; (d) The Property will have access to the storm drainage, out fall main lines in Vance and /or Upham so as to deliver its storm water discharge to a storm detention and release facility to be constructed as part of the public improvements constructed as a condition of the approval creating the a Fully Improved Legally Subdivided Lot; (e) Purchaser shall have the right to install lighted signage for the residential facility to be located on the Property consistent with the City of Wheat Ridge Sign Code; and (f) The Authority shall demolish, remove and remediate, as may be necessary, the improvements currently located on the Property and existing environmental conditions including, but not limited to, asbestos located in the existing building to be demolished and removed. Wazee Partners acknowledges and agrees to provide the Authority such assistance as is reasonably necessary to obtain such approvals, including, but not limited to, signing or co- signing any applications or related documents obligating Wazee Partners in its capacity as the future owner of the Property. 5.1.2 The Authority, at its sole cost, shall have completed, or have contracted for the Authority completion and payment of, all infrastructure improvements described in Exhibit B and all subdivision improvements servicing the Property, no less than Six (6) months following the Closing Date so as to permit Purchaser use and occupancy of the Property for residential housing no later than Nine (9) months following the Closing. At Closing, the Authority shall have provided the City of Wheat Ridge with assurances of completion for all infrastructure and subdivision improvements incomplete as of Closing. 5.1.3 The Authority shall have received confirmation from Wazee Partners that all necessary approvals, including zoning and platting, site plan, building permit, Mortgage Loan Financing, Tax Credit Allocations and Tax Credit Funding Commitments have been obtained for the Property to allow for Wazee Partners' intended acquisition and development of the Property. 181 5.1.4 The Authority shall have completed, or have contracted for the Authority completion and payment of the Infrastructure as more particularly described in Section 1.4 (Fully Improved Legally Subdivided Lot), and in Exhibit B. 5.1.5 The Authority shall have satisfied the requirements set forth in Schedule B -1 of the Title Commitment to the satisfaction of Wazee Partners and the Title Company on or prior to Closing, and shall not have caused any unsatisfactory conditions of title following the Expiration of the Due Diligence Period, at the sole discretion of Wazee Partners, which discretion must be exercised in a commercially reasonable manner. 5.2 Wazee Partners — Conditions Precedent to Closing The following conditions precedent to Closing shall be completed or satisfied by Wazee Partners prior to Closing: 5.2.1 Award of a CHFA Tax Credit Allocation sufficient to permit acquisition and development of the Property. 5.2.2. Tax Credit Investor Funding Commitment. 5.2.3 Mortgage Loan Financing. 5.2.4 City of Wheat Ridge approvals for site plan and vertical construction. 5.3. Authority Unsatisfied Conditions Precedent to Close In the event that any of the conditions precedent to Closing in Section 5.1.2 are not satisfied to the reasonable satisfaction of the Authority prior to Closing, then the Authority shall provide Wazee Partners with written notice of such failed condition on or before such date. If the Authority (or Wazee Partners) has not corrected the unsatisfied condition prior to Closing, the Authority may exercise any one of the following options: 5.3.1 Grant Wazee Partners such time extensions as the Authority, in its sole discretion, determines will assist Wazee Partners in its acquisition and development of the Property; or 5.3.2 Terminate this Agreement, and neither party shall thereafter have any further rights or obligations hereunder, except the return of the Earnest Money and any interest earned thereon. In the event that the conditions precedent to Closing set forth in Sections 5.1.1 (i.e. the Subdivision Plat) are not completed by the Authority on or before Closing, Wazee Partners may exercise any one of the following options: 5.3.3 If the Authority has not completed the Subdivision Plat approval, Wazee Partners' may elect to (x) extend time to close the transaction and grant the Authority such time extensions as the Authority, in its sole discretion, determines its needs to complete the 191 Subdivision; or (y) terminate this Agreement, and neither party shall thereafter have any further obligations hereunder, except the return of the Earnest Money and any interest earned thereon. 5.4 Wazee Partners — Unsatisfied Conditions Precedent to Closing In the event that any of the conditions precedent to Closing in Sections 5.1 or 5.2 are not satisfied to the reasonable satisfaction of Wazee Partners prior to Closing, then Wazee Partners shall provide the Authority with written notice of such unsatisfied condition on or before such date. If, as of the Closing Date, the incomplete condition precedent has not been satisfied, Wazee Partners may exercise any of the following conditions: 5.4.1 If the Tax Credit Allocation has not been awarded to the proposed residential development by CHFA in the March 1st, 2011, first round of competitive 9% tax credits, Wazee Partners, upon written notice to the Authority within ten (10) days of — the CHFA notice of non - selection, may elect to participate in the July 1, 2011 second round of competitive 9% tax credits. Such an election shall cause the anticipated Closing Date to be amended to the earlier of October I" or forty (40) days from the date of the CHFA notice of award. 5.4.2 Wazee Partners may waive its conditions precedent in Section 5.1 and close upon the Property. 5.4.3 Wazee Partners may terminate the Agreement, in which event neither party shall thereafter have any further rights or obligations hereunder, and Wazee Partners shall be entitled to a return of the Earnest Money and any interest earned thereon. In the event Wazee Partners fails to give written notice prior to Closing regarding an unsatisfied condition precedent, Wazee Partners shall be deemed to have approved the unsatisfied condition set forth in this Section 5.4 and shall waive its right to object and/or terminate this Agreement. Article 6. Closing 6.1 Date of Closing Except as set forth in Section 5.4.1, the date of Closing shall be July 15th, 2011, or by mutual agreement at an earlier date (the "Closing" or "Closing Date "). The hour and place of Closing shall be as designated by mutual agreement of the parties. 6.2 Transfer of Title Subject to tender or payment at Closing as required herein and compliance by Wazee Partners with the other terms and provisions hereof, the Authority shall execute and deliver the Deed to Wazee Partners, on Closing, conveying the Property free and clear of all taxes except the general taxes for the year of Closing, and except matters shown by public records satisfactory to Wazee Partners, which shall be the Permitted Exceptions. Title shall be conveyed free and clear of all liens for special improvements installed as of the date of Wazee Partners' signature hereon, whether assessed or not; except (i) distribution utility easements (including cable TV), (ii) those matters reflected by the Title Documents accepted by [10] Wazee Partners in accordance with this subsection, (iii) inclusion of the Property within any special taxing district, and (iv) subject to building and zoning regulations. 6.3 Payment of Encumbrances Any encumbrance required to be paid shall be paid at or before Closing from the proceeds of this transaction or from any other source. 6.4 Closing Costs, Documents and Services The Authority and Wazee Partners shall pay, in good funds, their respective closing costs and all other items required to be paid at Closing, except as otherwise provided herein. The Authority and Wazee Partners shall sign and complete all customary or required documents at or before Closing including the following: 6.4.1 Authority documents Authority shall deliver or cause to be delivered to the Title Company: 6.4.1.1 Written confirmation that the Deed may be recorded; 6.4.1.2 A transferor's certification stating that the Authority is not a "foreign person ", "foreign partnership ", "foreign trust" or "foreign estate" as those terms are defined in Section 1445 of the Internal Revenue Code; 6.4.1.3 If requested by the Wazee Partners, a ratification, as of the date of Closing, of the representations and warranties of the Authority contained in Section 7.1 below; 6.4.1.4 All normal and customary documents and instruments, each executed and acknowledged (where appropriate) by the Authority, which (a) the Wazee Partners or the Title Company may reasonably determine are necessary to transfer the Property to the Wazee Partners subject only to the Permitted Exceptions, (b) the Wazee Partners or the Title Company may reasonably determine are necessary to evidence the authority of the Authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by the Authority pursuant to this Agreement, (c) the Title Company may require as a condition to issuing the Title Policy, or (d) may be required of the Authority under applicable law; and 6.4.1.5 Settlement statements consistent with this Agreement executed by the Authority. 6.4.2 Wazee Partners documents Wazee Partners shall deliver or cause to be delivered to the Title Company: 6.4.2.1 The remainder of the Purchase Price due, subject to the pro- rations set forth herein;6.4.2.2 Evidence satisfactory to the Authority and Title Company that the person, or persons, executing the closing documents on behalf of the Authority has full right, power and authority to do so; [11] 6.4.2.3 A settlement statement; and 6.4.2.4 All normal and customary documents and instruments, each executed and acknowledged (where appropriate) by the Wazee Partners, which (a) the Authority or the Title Company may reasonably determine are necessary to evidence the authority of the Wazee Partners to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by the Wazee Partners pursuant to this Agreement, or (b) may be required of the Wazee Partners under applicable law. 6.5 Prorations General taxes for the year of closing, based on the taxes for the calendar year immediately preceding Closing, rents, water and sewer charges, homeowner's association dues, and interest on continuing loan(s), if any, shall be prorated to date of Closing. 6.6 Additional Closing Costs and Adjustments The following adjustments shall be made at the Final Closing: 6.6.1 The Authority shall pay any documentary fee, stamp fee or other fee required in connection with the recording of the Deed and shall pay any transfer tax which may accrue in connection with this transaction. 6.6.2 The Authority shall pay the cost of recording any documents necessary to place record title to the Property in the Authority in the condition required pursuant to this Agreement prior to conveyance of the Deed. The Wazee Partners will pay the cost of recording all other documents, including the Deed. 6.6.3 The Authority will pay the premium for the Title Policy and the cost of any endorsements reasonably requested by the Wazee Partners. 6.6.4 The Authority and the Wazee Partners shall each pay one half (1/2) of any escrow fee or closing fee payable to the Title Company with respect to the transaction contemplated by this Agreement. Article 7. Representations 7.1 Authority's Representations The Authority represents and warrants to Wazee Partners as of the date of this Agreement and at Closing as follows: 7.1.1 The Authority has not entered into any contracts for the sale of any of the Property other than this Agreement. 7.1.2 The Authority has received no notice of and has no knowledge of any pending or threatened condemnation or transfer in lieu thereof affecting any of the Property, nor has the Authority agreed or committed to dedicate any of the Property. [12] 7.1.3 There is no pending, or to the best of Authority's knowledge, threatened or contemplated, litigation, investigation, arbitration, condemnation or other proceedings of any kind affecting any of the Property. 7.1.4 The Authority has not received notice from any governmental or quasi - governmental agency requiring the correction of any condition with respect to the Property, or any part thereof. 7.1.5 The Authority has not received a written notice of any violations of any federal, state, municipal law, ordinance, order, regulation or requirement affecting any portion of the Property or the Development. 7.1.6 All documents, data, information and other materials delivered to the Wazee Partners in connection with this Agreement are true and complete. 7.1.7 The Authority has provided to the Wazee Partners prior to the Closing true and complete copies of all written leases, licenses, and other instruments in the Authority's possession pertaining to the Property which are not shown in the public records. 7.1.8 The Authority has disclosed to the Wazee Partners any and all written and unwritten agreements with third parties, of which Authority is aware, pertaining to the Property. 7.1.9 The Authority has been formed under the laws of the State of Colorado, and is in good standing under the laws of the jurisdiction where the Property is located, is duly qualified to transact business in the jurisdiction in which the Property is located, and has the requisite power and authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by the Authority pursuant hereto. Execution, delivery and performance of this Agreement and the documents and instruments required to be executed and delivered by the Authority pursuant hereto does not and will not conflict with or result in a violation of the Authority's partnership agreement or any judgment, order or decree of any court or arbiter to which the Authority is a party, or any agreement to which the Authority or any of the Property is bound or subject. 7.2 Wazee Partners Representations The Wazee Partners represents to the Authority as of the date of this Agreement that Wazee Partners has the requisite power and authority to enter into and perform this Agreement and the documents and instruments required to be executed and delivered by the Wazee Partners pursuant hereto. This Agreement has been duly executed and delivered by the Wazee Partners and is a valid and binding obligation of the Wazee Partners enforceable in accordance with its terms. [13] Article 8. Due Diligence Period 8.1 Access to Property During the Due Diligence Period, Wazee Partners may have unfettered access to the Property for purposes of its investigation of all matters relevant to its acquisition, development, usage, operation and marketability, and any and all permits and approvals necessary for the Wazee Partners' usage. Such investigations shall be conducted at the Wazee Partners' sole expense and may include studies or inspections (including environmental inspections) of the Property necessary in connection with the completion of a Phase I or Phase II, if desired by Wazee Partners, environmental assessment. The Authority shall reasonably cooperate with Wazee Partners' inspections. Notwithstanding anything to the contrary contained in this Agreement, Wazee Partners may not conduct any boring, drilling, sampling or other similar investigations of the Property without the prior written consent of the Authority, which consent will not be unreasonably withheld, conditioned or delayed. Article 9. Brokers The Authority represents to Wazee Partners that the Authority has not incurred any brokerage commission or finder's fee as a result of this transaction and the Authority agrees to hold Wazee Partners harmless from all liabilities incurred by Wazee Partners relating to such brokerage commission or finder's fee incurred as a result of the actions of the Authority. Wazee Partners has entered into a Finder's Fee Agreement with Weston Solutions, Inc. which provides for the payment, at Closing, of a finder's fee. Wazee Partners represents and warrants to the Authority that the fee due and payable to Weston Solutions, Inc. is the singular and sole responsibility of Wazee Partners, and Wazee Partners agrees to hold the Authority harmless from any and all payment liabilities related to such Finder's Fee Agreement as a result of the actions of Wazee Partners. Article 10. Default In the case of any default by Wazee Partners, the Authority's sole and exclusive remedy shall be termination of this Agreement and in such event the Authority shall be entitled to retain the Earnest Money as liquidated damages and not as a penalty. In the case of any default by the Authority, the Wazee Partners shall give Authority written notice of such default, and thereafter the Authority shall have five (5) business days in which to commence a cure of such default, and shall have thirty (30) calendar days following the commencement of the cure in which to complete any such cure, unless such cure takes longer than thirty (30) calendar days to complete, then the Authority shall have such time as it takes to complete such cure provided the Authority proceeds diligently and with continuity to complete such cure. If the Authority fails to commence to cure any default or thereafter fails to complete such cure within the applicable time periods set forth in the preceding sentence (as it may be extended), then upon the expiration of such time periods, at Wazee Partners' option, the Wazee Partners may terminate this Agreement and receive a refund of the Earnest Money and any interest earned thereon. Wazee Partners also shall have the right to pursue specific performance of this Agreement. Article 11. Notices Any notice, consent, waiver, request or other communication provided or required to be given under this Agreement shall be in writing and shall be sufficiently given and shall be deemed given when delivered personally or when mailed by certified or registered mail, return receipt requested, postage prepaid, in any event, addressed to [14] the party's address as follows; or as of the immediately following business day after deposit with Federal Express or a similar overnight courier service, charges prepaid; or upon delivery by facsimile (with telephone confirmation of delivery and machine generated proof of transmission) to the facsimile number set forth below: If to Wazee Partners: Tyler Downs Wazee Partners, LLC 230015 th Street, Suite 425 Denver, CO 80202 Fax: 877 - 444 -1877 Email:tdowns@wazeepartnes.com with a copy to: Chandler Lippitt, Esq. Franke Greenhouse List & Lippitt LLP 1228 15` Street, Suite 200 Denver, CO 80202 -1698 303 - 623 -4500 Fax: 303 - 623 -0960 Email: clippitt@fgll - law.com If to the Authority: Patrick Goff, Executive Director 7500 W. 29` Avenue, Wheat Ridge, Colorado 80033 Fax: 303-235-2805 Email: pgoff @ci.wheatridge.co.us with copy to: Corey Y. Hoffinann, Esq. Hayes, Phillips, Hoffmann & Carberry, P.C. 1530 Sixteenth St., Suite 200 Denver, CO 80202 Fax: 303 - 825 -1269 Email: cyhoffmann @hphclaw.com or to such party at such other address as such party, by ten (10) days prior written notice given as herein provided, shall designate. Any notice given in any other manner shall be effective only upon receipt by the addressee. Article 12. Miscellaneous 12.1 Entire Agreement; Modification This Agreement embodies the entire agreement and understanding between the Authority and Wazee Partners, and supersedes any prior oral or written agreements, relating to this transaction. This Agreement may not be amended, modified or supplemented except in a writing executed by both the [15] Authority and Wazee Partners. No term of this Agreement shall be waived unless done so in writing by the party benefited by such term. 12.2 Successors in Interest This Agreement, including without limitation all representations, warranties and indemnifications, shall be binding upon and inure to the benefit of the parties hereto, their heirs, beneficiaries, personal representatives, successors and assignees. The Authority may not assign this Agreement without the prior written approval of Wazee Partners. 12.3 Governing Law and Venue This Agreement shall be governed by the laws of the State of Colorado and venue shall be in the County of Jefferson, State of Colorado. 12.4 Next Business Day In the event any date described herein for payment or performance falls on a Saturday, Sunday or holiday, the time for such payment or performance shall be extended to the next business day. 12.5 Time of the Essence Time is of the essence under this Agreement. 12.6 Construction The rule of strict construction shall not apply to this Agreement. This Agreement shall not be interpreted in favor of or against either the Authority or Wazee Partners merely because of their respective efforts in preparing it. 12.7 Captions, Gender, Number and Language of Inclusion The article and section headings in this Agreement are for convenience of reference only and shall not define, limit or prescribe the scope or intent of any term of this Agreement. As used in this Agreement, the singular shall include the plural and vice versa, the masculine, feminine and neuter adjectives shall include one another, and the following words and phrases shall have the following meanings: (i) "including" shall mean "including but not limited to ", (ii) "terms" shall mean "terms, provisions, duties, covenants, conditions, representations, warranties and indemnities ", (iii) "any of the Property" or "any of the Real Property" shall mean "the Property or any part thereof or interest therein" or "the Real Property or any part thereof or interest therein ", as the case may be, (iv) "rights" shall mean "rights, duties and obligations ", (v) "liabilities" shall mean "liabilities, obligations, damages, fines, penalties, claims, demands, costs, charges, judgments and expenses, including reasonable attorneys' fees ", (vi) "incurred by" shall mean "imposed upon or suffered or incurred or paid by or asserted against ", (vii) "applicable law" shall mean "all applicable Federal, state, county, municipal, local or other laws, statutes, codes, ordinances, rules and regulations ", (viii) "about the Property" or "about the Real Property" shall mean "in , on, under or about the Property" or "in, on, under or about the Real Property ", as the case may be, (ix) "operation" shall mean "use, non -use, possession, occupancy, condition, operation, maintenance or management ", and (x) "this transaction" shall mean "the purchase, sale and related transactions contemplated by this Agreement ". [ 16] 12.8 Binding Effect This Agreement shall inure to the benefit of and shall bind the respective heirs, executors, administrators, successors and assigns of the Authority and Wazee Partners. 12.9 Counterparts This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument. 12.10 Parties in Interest. Nothing in this Agreement shall be construed to be for the benefit of any third party, nor is it intended that any provision herein shall be for the benefit of any third party. 12.11 Further Assurances As and when reasonably requested by the Authority or Wazee Partners, each party shall execute and deliver, or cause to be executed and delivered, all such documents and instruments and shall take, or cause to be taken, all such further or other reasonable actions, as such other party may reasonably deem necessary or desirable to consummate the transactions contemplated by this Agreement. 12.13 Assignment by Wazee Partners This Agreement shall be assignable by Wazee Partners to any single purpose /single asset entity owned and /or controlled by Wazee Partners and formed to acquire and develop the Property. 12.14 Survival The parties agree that the covenants, representations, warranties and agreements contained herein including, but not limited to, post - Closing obligations relating to the Authority's delivery of a fully subdivided and developed Property, shall not merge into the Deed and shall survive the execution of this Agreement and the Closing of the transaction contemplated hereby. [Signature Page Follows] [17] SIGNATURE PAGE FOR PURCHASE AGREEMENT BETWEEN WHEAT RIDGE URBAN RENEWAL AUTHORITY dba RENEWAL WHEAT RIDGE, an urban renewal authority created pursuant to C.R.S. § 31 -25 -101, et seq. AND WAZEE PARTNERS, LLC, a Colorado limited liability company The Authority and Wazee Partners have caused this Agreement to be executed. WHEAT RIDGE URBAN RENEWAL AUTHORITY: By: _ Name: Title: STATE OF COLORADO ) ss. COUNTY OF ) The foregoing Purchase Agreement was acknowledged before me this day of , 2011, by as of the Wheat Ridge Urban Renewal Authority. Witness my hand and official seal. My Commission expires: Notary Public [18] WAZEE PARTNERS, LLC, a Colorado limited liability company: By: _ Name: Title: STATE OF COLORADO ) ss. COUNTY OF ) The foregoing Purchase Agreement was acknowledged before me this day of 1 2011, by as of Wazee Partners, LLC. Witness my hand and official seal. My Commission expires: Notary Public [ 19] EXHIBIT B Pro- Rata Budget Cost Infrastructure Item $ 10,000.00 for primary electric extensions $ 6,100.00 for gas main extensions $ 12,800.00 for sanitary sewer main extensions $ 22,700.00 for stormwater pond allocations $ 26,700.00 for stormwater conveyance systems $ 17,200.00 for water main extensions $ 40,000.00 for traffic signal allocations $ 40,500.00 for public parks / impact contribution $ 176,000.00 RENEWAL � WHEAT RIDGE Progress Through Partnership TO: Renewal Wheat Ridge Board Members FROM: Patrick Goff, Executive Director PREPARED BY: Steve Art, Urban Renewal Manager RE: Annexation — Table Mountain Animal Shelter (4105 Youngfield Rd.); Amended Planned Commercial Development Concept Outline Development Plan and Specific Plan for property located at 4000 Cabela Drive DATE: February 15, 2011 The Community Development Department has received the attached request to initiate the annexation of 33.38 acres of property located at 4105 Youngfield Road, the site of the former Table Mountain Animal Shelter. The intent of the annexation is to include a portion of the property into the proposed Cabela's commercial development at 4000 Cabela Drive. Any remaining portion of the annexed land will be dedicated to open space. The Department has also received a two -fold application for the approval of an amended Planned Commercial Development ( "PCD ") Concept Outline Development Plan ( "ODP ") for the Cabela's parcel; and Specific Development Outline Development Plans for various properties within the concept ODP area relating to the Cabela's site. The City's Zoning and Development Code requires the review by Renewal Wheat Ridge (RWR) of proposed land use actions in an urban renewal area. The Code requires a recommendation from RWR based on its review of the application "against the provisions of the urban renewal plan with respect to the land area, land use, design, building requirements, timing and procedure." RWR members are not making a recommendation on whether the request should be approved or not. Their task is to determine if the request is in compliance with the I- 70 /Kipling Corridors Urban Renewal Plan (the "Plan ") approved in May 2009. This finding will be one factor to be considered in the approval process. I- 70/Kipling Corridors Urban Renewal Plan — May 2009 The requests are consistent with the Plan whose primary development objective is to encourage strategic investment in the public realm that will leverage private sector projects. The Plan provides for the Authority to undertake certain actions to make the area more attractive for private investment and authorizes the Authority to acquire property for assemblage to remove blight and create a more desirable site for private development. The plan also authorizes the Authority to undertake zoning and planning activities to regulate land use, maximum densities, and building requirements in the Area with the City regulating land use and building requirements. 7500 West 29 Avenue Wheat Ridge, CO 80033 Phone: 303.235.2805 Fax: 303.235.2805 www.ci.wheatridge.co.us The land uses within the Cabela's project encourage increased private sector investment, eliminate blight within the project boundaries, and assemble property, which are consistent with the Plan. Recommended Findings: The proposed annexation, PCD, ODP, and Specific Development Outline Development Plans meet the requirements of the City's Zoning and Development Code as they pertain to RWR. The annexation of the 33.38 acres, currently in the sphere of influence of Jefferson County but surrounded on all sides by property within the City of Wheat Ridge would eliminate the creation of an island effect for this parcel thus making future development of this parcel difficult. The accompanying annexation map demonstrates the property is within the boundaries of the Plan. The ODP is intended to serve as the general zoning document for the entire PCD by establishing permitted land uses, access points, and development standards for this 210 acres. The Specific Outline Development Plan establishes specific site development for 57.1 aces and various parcels within the overall PCD. Both of these requests are consistent with the Plan. Staff and legal counsel have determined it would be in the best interest of the City and County to initiate the annexation process and include this parcel into the development site for the future Cabela's commercial project. Staff also concludes the PCD, ODP and Specific Development Outline Development Plans for various properties within the ODP are consistent with the Plan. Attachments: 1. Community Development Referral Forms (2) 2. Annexation Map — Clear Creek Crossing PCD City Of Wheatldge COMMUNITY DEVELOPMENT Community Development 7500 West 29th Avenue Wheat Ridge, Colorado 80033 303.235.2846 Fax: 303.235.2857 Community Development Referral Form Date: January 24, 2011 Response Due: February 8, 2011 The Wheat Ridge Community Development Department on behalf of the City of Wheat Ridge is initiating an annexation for 33.38 acres of property located at 4105 Youngfield Road (former Table Mountain Animal shelter facility). The intent of the annexation is to include a portion of this property within a development application for construction of a Cabela's store at 4000 Cabela Drive. The portion of the property not incorporated into the Cabela's store site will remain open space. A separate referral will be provided for the zoning (Concept Outline Development Plan) and pad sites development (Specific Outline Development Plan). No response from you will constitute having no objections or concerns regarding this proposal. Case No.: ANX-1 1 -01 /City of Wheat Ridge — TMAC parcel Request: Approval of an annexation and establishment of Planned Commercial Development zoning for 33.38 acres of land Please respond to this request in writing regarding your ability to serve the property. Please specify any new infrastructure needed or improvements to existing infrastructure that will be required. Include any easements that will be essential to serve the property as a result of this development. Please detail the requirements for development in respect to your rules and regulations. If you need further clarification, contact the case manager. Case Manager: Meredith Reckert Voice: 303.235.2848 Fax: 303.235.2857 Email: mreckert@ci.wheatridge.co.us DISTRIBUTION: Longs Peak Metro District Consolidated Mutual Water Company North Table Mountain Sanitation District Jefferson County Planning Colorado Department of Transportation Wheat Ridge Police Department Wheat Ridge Public Works West Metro Fire District Denver Water Jefferson County Commissioners AT &T Broadband Xcel Energy Qwest Communications Fairmount Fire District Prospect Recreation and Park District Northwest Lakewood Sanitation District Applewood Sanitation District RTD Renewal Wheat Ridge "The Carnation City" " ,I City of Wheat i( glC COMMUNITY DEVELOPMENT Community Development 7500 West 29th Avenue Wheat Ridge, Colorado 80033 303.235.2846 Fax: 303.235.2857 Community Development Referral Form Date: January 24, 2011 Response Due: February 8, 2011 The Wheat Ridge Community Development Department has received a two -fold application for approval of an amended Planned Commercial Development (PCD) Concept Outline Development Plan (ODP) for property located at 4000 Cabela Drive and Specific Development Outline Development Plans for various properties within the concept ODP area. No response from you will constitute having no objections or concerns regarding this proposal. Case No. WZ- 11 -01: The Concept Outline Development Plan is intended to serve as the general zoning document for the entire Planned Commercial Develpoment by establishing permitted land uses, access points and development standards. The subject area contains 210 acres and includes properties owned by Cabela's, Coors and Jefferson County. This concept ODP supersedes the existing ODP document recorded at Reception No. 2006116327 under the name of Cabela's. Case No. WZ- 11 -02: The Specific Outline Development plans establish specific site development for various parcels within the overall PCD, including a Cabela's retail store and various other retail pad sites. The portion for which specific plan approvals are requested is comprised of 57.1 acres. This specific ODP will supersede the previous Final Development Plan recorded at reception number 2006116328 under the name of Cabela's. No modifications are proposed for the Cabela's /Coors Water Storage Facility recorded at reception No. 2005050460. The portion of the property owned by Jefferson County is currently in the process of being annexed into the City of Wheat Ridge. A referral for the annexation was sent by separate cover (Case No. ANX- 11 -01). Please respond to this request in writing regarding your ability to serve the property. Please specify any new infrastructure needed or improvements to existing infrastructure that will be required. Include any easements that will be essential to serve the property as a result of this development. Please detail the requirements for development in respect to your rules and regulations. If you need further clarification, contact the case manager. 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