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HomeMy WebLinkAbout11.03.2015 BJAD Parking Special Meeting Packet Boulder Junction Access District (BJAD) – Parking Special Meeting November 3, 2015 10-11 am City Council Chambers Municipal Building 1777 Broadway Agenda 1. Call to Order and Roll Call: 2. Disclosure of Conflicts of Interest 3. Public Participation 4. Request from 3001 Pearl for the District to Waive the $2000 Penalty in the First Amendment to Depot Square Parking Purchase Agreement  Presentation by Staff  Questions to 3001 Pearl Representatives  Recusal by BJAD – Parking Commission  Discussion by BJAD – Parking Commission 5. Matters from Commissioners 6. Matters from Staff Attachments:  First Amendment to Depot Square Parking Purchase Agreement  Second Amendment to Depot Square Parking Purchase Agreement  Request from 3001 Pearl  Maintenance Agreement Upcoming Meetings/Topics AMPS Study Session – November 12 Regular Joint BJAD Meeting – November 19 Commissioner Terms: BJAD 2015 Priorities: TDM Commission Term Expires John Pawlowski-Chair 3/2018 Property Owner/Rep - Boulder Junction’s new community implementation John Koval-Vice Chair 3/2016 Property Owner/Rep - Planning on Pollard site Alex Hyde-Wright 3/2020 Citizen at Large - Installation of quiet zones Susan Osborne 3/2019 Citizen at Large - “Last mile” transportation strategies Scott Pedersen 3/2017 Property Owner/Rep - Council / Commission knowledge collaboration - BJAD two boards’ consolidation potential Parking Commission Term Expires - Informational sessions with City Council Susan Osborne-Chair 3/2019 Citizen at Large John Koval-Vice Chair 3/2016 Property Owner/Rep Scott Pedersen 3/2017 Property Owner/Rep Jeff Shanahan 3/2018 Property Owner/Rep Thomas Wells 3/2020 Citizen at Large 1 PO Box 328, Boulder, CO 80306 3001 PEARL, LLC Boulder Junction Access District Board of Directors c/o Molly Winter Director, Downtown and University Hill Management Division/Parking Services City of Boulder 1500 Pearl Street, Suite 302 Boulder, CO 80302 September 15, 2015 VIA EMAIL Re: First Amendment to Depot Square Parking Purchase Agreement (First Amendment) Dear BJAD-P Board: The Depot Square Parking Purchase Agreement (Purchase Agreement) was executed on July 26, 2013. The Agreement required that the “Note Commencement Events” as described below were to be completed before BJAD-P was required to make the first Note payment: 5. Promissory Note Payments. The first payment under the Promissory Note ("First Note Payment"") shall be due within 30 days of completion of all of the following events which are the Note Commencement Events: a. A certificate of occupancy is issued by the City of Boulder for the Parking Structure and Residential Unit (as defined in the Declaration) of Depot Square; b. BJAD-P has approved any encumbrances against the title of the Parking Structure that were not part of the closing that created the Depot Square planned community. other than the Lender liens and encumbrances against the Parking Structure that were part of such closing, which BJAD-P hereby acknowledges are permitted; and c. The construction of the hotel on the Hotel Unit (as defined in the Declaration) of Depot Square has passed sufficient interim building inspections to be within three months of receipt of issuance of a certificate of occupancy for the Hotel Unit from the City. Further, the above events were to be completed by May 31, 2015. Due to construction delays, item 5(a) was not complete and the May 31st date was not met so it was necessary to extend the Purchase Agreement. When Seller asked staff to process an extension to the Purchase Agreement, staff took the opportunity to exercise leverage and change the terms. While the Purchase Agreement already protected BJAD-P by not requiring ANY payments until the Parking System was operational, staff wanted further exactions, ostensibly to protect the viability of BJAD-P. 2 PO Box 328, Boulder, CO 80306 3001 PEARL, LLC Staff was aware that the Seller needed BJAD-P to extend the Purchase Agreement in order for Seller to close on permanent financing, and without discussion with Seller included the following unilateral Recitals in the First Amendment: B. The issuance of a certificate of occupancy for the Parking Structure requires the installation of a working parking management program that, inter alia, allows for charging for cars using the Parking Structure (the “Parking Program”), which Parking Program is not yet completed; and D. In order to facilitate the viability of the BJAD-P, the Commissioners of BJAD-P have a fiduciary duty to incentivize the opening of the Parking Structure with an operating Parking Program to avoid any negative impact to BJAD-P if RTD cannot commence using the Parking Structure on its August, 2015 run board; Recital B is simply not true under any building department (or other City) requirements, and Recital D is unclear how the viability of BJAD-P would be affected, especially since the district is a non-profit entity and its expenses relating to the district parking unit don’t commence until revenue can be generated. In addition, the operation of the Parking Management System had no bearing on RTD’s use of the Parking Structure and RTD commenced operation on August 17, 2015. The Seller had no other reasonable option except to execute the First Amendment as written. The Parking Management System underwent rigorous and thorough testing by the parking vendor and the parking operator, SP+ and became fully operational on September 11, 2015. According to the penalty language in the First Amendment, Seller may be charged $2,000/day from August 1 to September 11. This amount is $84,000.00. Based on the foregoing, the Seller respectfully requests that the BJAD-P board consider a request to waive the penalty clause in the First Amendment. Sincerely, Scott Pedersen Manager, 3001 Pearl LLC Cc: Jeff Shanahan (via email) Rebecca Hall (via email) Attachments: Depot Square Parking Purchase Agreement First Amendment to Depot Square Parking Purchase Agreement