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Home My WebLink AboutURA Resolution 2008-05WHEAT RIDGE URBAN RENEWAL AUTHORITY RESOLUTION NO. 5 Series of 2008 TITLE: A RESOLUTION APPROVING A REPRESENTATION AGREEMENT BY AND BETWEEN THE WHEAT RIDGE URBAN RENEWAL AUTHORITY AND WHEAT RIDGE 2020 WHEREAS, the Wheat Ridge Urban Renewal Authority (WRURA) owns real property located at 7340 and 7540 West 44th Avenue (Property) which WRURA has determined is in need of redevelopment; and WHEREAS, to facilitate the redevelopment of the Property, WRURA desires to contract with WR2020 to act on WRURA's behalf in planning, marketing, and managing the redevelopment; and WHEREAS, the Parties hereto wish to memorialize their agreement as to various aspects of the redevelopment of the Property and thereby set forth their various and respective duties and responsibilities in connection with such development. NOW, THEREFORE, BE IT RESOLVED by the Wheat Ridge Urban Renewal Authority as follows: The Representation Agreement by and between the Wheat Ridge Urban Renewal Authority and Wheat Ridge 2020 be approved. ADOPTED the & day of May , 2008. WHEAT RIDGE URBAN RENEWAL AUTHORITY Chairman ATTEST: Secretary to the Autho ty C:\Documems and Settings\kfield\Local Settings\Temporary Internet Fi1es\0LK5B\080506 Representation Agreement Res.doc REPRESENTATION AGREEMENT THIS AGREEMENT is made and entered into this t5O day of M 64 2008, by and between the Wheat Ridge Urban Renewal Authority ("WRURA" a body corporate and politic of the State of Colorado, with an address of 7500 W. 29th Avenue, Wheat Ridge, CO 80033, and Wheat Ridge 2020, a Colorado nonprofit corporation, with a business address of 4350 Wadsworth Blvd., Suite 420, Wheat Ridge, CO 80033, ("WR2020") (each such entity may hereafter be referred to as a "Party" or collectively as the "Parties"). WITNESSETH WHEREAS, WRURA owns real property described in Exhibit A (the "Property"), which is shown and depicted on the Area Plan, which is attached as Exhibit B, and which WRURA has determined is in need of redevelopment; WHEREAS, to facilitate the redevelopment of the Property, WRURA desires to contract with WR2020 to act on WRURA's behalf in planning, marketing, and managing the redevelopment of the Property as set forth in this Agreement; WHEREAS, the Parties hereto wish to memorialize their agreement as to various aspects of the redevelopment of the Property and thereby set forth their various and respective duties and responsibilities in connection with such development. 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 non-monetary consideration being hereby acknowledged, do hereby covenant and agree as follows: 1. WR2020 OBLIGATIONS a. General Obli atg ions. VM020 shall complete the following acts on WRURA's behalf: i. Entitlements. Take all steps and prepare all documents, applications, and materials necessary to prepare the Property for redevelopment, including applying for and using commercially reasonable efforts to obtain all required land use approvals of the City of Wheat Ridge Community Development Director, Planning Commission and City Council. All applications shall be approved by WRURA prior to formal submission by WR2020. ii. Marketing. Perform all necessary market studies, contact potential developers, purchasers, and tenants of Property, and prepare documentation to market the redevelopment of the Property. Any documents prepared by WR2020 related to marketing the redevelopment of the Property shall first be submitted to WRURA for its approval. Attend such conferences and meetings and make such presentations as necessary to promote and market the redevelopment of the Property. 1 05107108 Q:IUSERSIWRURAWgrIWR2020 Representative-2.doc iii. Development Coordination. Contact adjacent landowners, (including the owners of Big Lot, First Bank, Panda King, Gemini Restaurant, and the Transmission Shop) to seek support for WRURA's land use plans for the Property. iv. Financial Analysis and Financing. Prepare comparative market financial analysis for the redevelopment of the Property. Identify possible sources of funding for redevelopment activities. Develop potential incentive packages to encourage redevelopment of Property. V. Additional Property Acquisition. Shall work in cooperation and coordination with WRURA to seek options to purchase the Panda King, Gemini Restaurant, and the Transmission Shop properties; provided however, the purchase price and any other terms associated with any such options to purchase shall be established by WRURA prior to any such terms being presented to any property owners or their representatives. Vi. Proposals. Prepare the solicitation for redevelopment proposals. Such proposals prepared by WR2020 shall first be submitted to WRURA for its approval. WR2020 acknowledges that the Colorado Urban Renewal Law, C.R.S. § 31-25-101, et seq., governs the procedures for redeveloping the Property. The Parties shall comply with the specific notification and competitive bidding procedures set forth in C.R.S. § 31-25-106(2). All documentation prepared by WR2020 relating to the bid process shall be subject to approval of WRURA, and the disposal of the Property by WRURA shall only occur pursuant to the provisions set forth in C.R.S. § 31-25-106(2). WR2020 shall evaluate redevelopment proposals and provide recommendations to WRURA. WR2020 may negotiate with entities submitting such proposals as directed by WRURA; provided that WRURA shall make all final decisions regarding the redevelopment of the Property and the disposal of the Property. vii. Redevelopment Agreement. Work with WRURA to create a final redevelopment agreement. b. Reporting Obligations. WR2020 shall keep WRURA apprised of its progress and activities related to this Agreement as follows: i. Within sixty (60) days of the execution of this Agreement, WR2020 shall provide to WRURA in writing a proposed redevelopment timeline for the Property. ii. Following the creation of the written redevelopment timeline set forth above, WR2020 shall thereafter provide a status report to WRURA on at least a monthly basis. 2 05/07/08 Q:1 USERSIWRUR,4WgHWR2020_Representative-2. doc 2. NO AUTHORITY TO BIND WRURA WR2020 shall have no authority to legally bind WRURA contractually or otherwise, nor shall WR2020 make any statements or take any actions that expressly or impliedly indicate it has such authority. 3. WRURA RESERVATION OF ALL DECISION-MAKING AUTHORITY WRURA reserves any and all rights to make all final decisions relating to the redevelopment of the Property. WR2020 acknowledges this reservation of decision-making authority, and shall present all matters requiring a final decision to WRURA for a decision. Nothing in this agreement shall be construed to be a delegation of any WRURA decision-making authority to WR2020. 4. TERM This agreement shall commence on the date first listed above, and shall continue until terminated by either Party upon written notice. 5. GENERAL PROVISIONS a. Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in the District Court of Jefferson County, Colorado. b. No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by WRURA shall not constitute a waiver of any of the other terms or obligation of this Agreement. C. Integration. This Agreement and any attached exhibits constitute the entire Agreement between WR2020 and WRURA, superseding all prior oral or written communications. d. Third Parties. There are no intended third-party beneficiaries to this Agreement. e. Relationship of Parties. Nothing contained in this Agreement shall be construed to create the relationship of principal and agent, partnership, joint venture or any other similar relationship between the Parties. f. Notice. Any notice under this Agreement shall be in writing, and shall be deemed sufficient when directly presented or sent pre-paid, first class United States Mail, addressed to: WRURA: Patrick Goff, Executive Director Wheat Ridge Urban Renewal Authority 7500 W. 29th Avenue Wheat Ridge, CO 80033 3 05/07/08 Q: I USE"WRURAWgrIWR2020_Representative-2.doc WR2020: Robert J. Osborn, Executive Director Wheat Ridge 2020 4350 Wadsworth Blvd., Suite 420 Wheat Ridge, CO 80033 g. Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be unlawful or unenforceable for any reason, the remaining provisions hereof shall remain in full force and effect. h. Modification. This Agreement may only be modified upon written agreement of the Parties. i. Assi nrnent. Neither this Agreement nor any of the rights or obligations of either Party shall be assigned without the written consent of the other Party. j. Governmental Immunity. WRURA, its officers, and its employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations (presently one hundred fifty thousand dollars ($150,000) per person and six hundred thousand dollars ($600,000) per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, et seq., as amended, or otherwise available to WRURA and its officers or employees. k. Rights and Remedies. The rights and remedies of WRURA under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit WRURA's legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed. IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first set forth above. APPROVED AS TO FORM: Corey(!. offm thority Attorney WHEAT RIDGE URBAN RENEWAL AUTHORITY By: 4 05/07/08 Q: I USERSIWRUR.4UgrIWR2020_Representative-2.doe WHEAT RIDGE 2020, INC. By: STATE OF COLORADO ) ) ss. COUNTY OF-Je4erSP ) The fore oing instrument was subscribed, sworn to and acknowledged before me this W r day of 2008, by Robert J. Osborn as Executive Director of Wheat Ridge 2020 My commission expires: (SEAL) y4.psaRy otary Public PUBI-\1' My Commission Expires 101 4~2C10 5 05/07/08 Q: I USERSI WRURAWgrI WR2020_Representative-2. doc EXHIBIT A Legal Description of the Property The West 1/2 of the Northeast 1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 23, Township 3 South, Range 69 West of the 6th P.M., Except the North 30 feet, in use as West 44th Avenue, Except the East 25 feet in use as Upham Street, Except the East 125 feet of the North 130 feet thereof and Except that portion conveyed to the City of Wheat Ridge in Deed recorded June 30, 1987 at Reception No. 87085220, County of Jefferson, State of Colorado. The North 134 feet of the South 272.3 feet of the East 8.45 feet of the East '/2 of the Northwest of the Northwest of the Southeast of Section 23, Township 3 South, Range 69 West of the 6 h P.M., County of Jefferson, State of Colorado. Lot 3, Time Square Subdivision, Except that portion of said Lot 3, lying South of the Northerly line of Lot 1, Time Square Subdivision as if extended from the East line of said Lot 1 to the West line of said Lot 1, which line bears South 89° 55' 50" West and which is the South line of the Northwest 1/4 of the Northwest 1/4 of the Southeast 1/4 of Section 23, Township 3 South, Range 69 West of the 6th P.M., and Except a parcel of land being a portion of Lot 3, Time Square Subdivision, being more particularly described as follows: Beginning at the Northwest corner of said Lot 3, Time Square Subdivision, thence North 89° 56' 20" East, along the North line of said Lot 3, a distance of 195.00 feet; thence South 00° 02'46" West, a distance of 32.25 feet; thence North 89° 5620" East, a distance of 133.54 feet to a point on the Easterly line of said Lot 3; thence South 00° 02' 46" West, along said Easterly line, a distance of 55.92 feet; thence leaving said Easterly line, South 89° 56' 20" West, a distance of 328.67 feet to a point on the Westerly line of said Lot 3; thence North 00° 03' 46" East, along said Westerly line, a distance of 87.57 feet to the Point of Beginning, County of Jefferson, State of Colorado EXHIBIT B Area Plan