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Meeting Packet - BJAD - 12/05/2012 Boulder Junction Access District (BJAD) Joint Commission Meeting December 5, 2012 9 to 11 a.m. Council Chambers, 1777 Broadway AGENDA 1. Roll Call 2. Approval of the October 10, 2012 Meeting Minutes 3. Disclosure of Conflicts of Interest 4. Public Participation 5. 2013 Council Retreat - Questions for Boards and Commissions 6. Matters from Commissioners 7. Matters from Staff • Update on Condo Declaration and Parking Management Agreement • Meeting Schedule • BJAD Commission Retreat? • Update on Lease Purchase Agreement Attachments: • Meeting Minutes • 2013 Meeting Schedule • Draft Parking Management Agreement • Memo Regarding Financing of District Spaces DUHMD/PS 2012 Priorities BJAD Joint 2012 Priorities University Hill Revitalization Provide parking and travel demand management • Support for creation of a Residential Service District support and advice to staff and Council regarding the • Innovation District/organizational Options development efforts within Boulder Junction including • 14th Street Lot Redevelopment 3100 Pearl, Depot Square and the city-owned site. • Round 2 Capital Investment Strategy Projects Parking Develop the District's role on public parking including • Signage Project and Downtown Garage Improvements use, ownership, shared parking and utilities • Technology Enhancements throughout the district, and polices regarding car • Access/Parking Management Strategy sharing and electric car charging Downtown Capital Projects • 15'h Street (Canyon to Arapaho) Streetscape Design Work with the city to ensure public infrastructure and Implementation (roads, bridges, etc.) implementation in 2012 • West Pearl Streetscape Design • Pearl Street Mall Interactive Kiosks • Civic Use Pad Recommendations • Civic Park Master Plan participation Boulder Junction • Access Districts (Parking and TDM) Implementation • Depot Square Parking Garage o District Parking Spaces o District Management • Public Space Management Events • Pearl Street Mall 351h Anniversary (August) • Pro Cycling Challenge August 24-26 Mission Statement: We serve the downtown, University Hill and affected communities by providing quality program, parking enforcement, maintenance and alternative modes services through the highest level of customer service, efficient management and effective problem solving. CITY OF BOULDER, COLORADO BOARDS AND COMMISSIONS MEE'T'ING MINUTES FORM NAME OF BOARD/COMMISSION: Boulder Junction Access District Joint Commission Meeting - Parking and Travel Demand Management NAME/TELEPHONE OF PERSON PREPARING SUMMARY: Ruth Weiss - 303-413-7318 NAMES OF MEMBERS, STAFF, AND INVITED GUESTS PRESENT: BOARD MEMBERS: KOVAL, DAWSON, PAWLOWSKI, PEDERSEN, SHANAIIAN, SUTHERLAND STAFF: WINTER, WEISS, LLANES, HAGELIN, HADDOCK GUESTS: MATT MAHONEY, ADAM HUFF, TOM SIELAFF, JASON SMITH TYPE OF MEETING: Off-Site October 10, 2012 AGENDA ITEM 1- Roll Call: Meeting called to order at 1:12 p.m. AGENDA ITEM 2 - Approval of the July 24, 2012 Joint Meeting Minutes (Action Item Below) AGENDA ITEM 3 - Disclosure of Conflicts of Interest: All Conflicts of Interest were filed with the Secretary of State. Jeff Shanahan and Scott Pedersen, Pedersen Development have recused themselves from the discussion and left the meeting at 2:05 p.m. The Disclosure Filing process with the Secretary of State has been completed. AGENDA ITEM 4 - Public Participation: None AGENDA ITEM 4 -Presentation of Costing Analysis of Depot Square Garage: Winter began by mentioning the need for an apple to apple cost comparison and embarked on an analysis between Rcylynn and Pedersen figures. Winter commented on the packet memo of the comparisons. BuildMark will present the costs and the associated costs of Right-of-Way improvements, and site review. Right of Way improvements are being finalized by Pedersen Development with the City of Boulder. Huff mentioned to look at Attachment A and B of the Winter's memo. Huff continued that Attachment A is the apple to apple template between the Pedersen Development and the Reylynn costing. Attachment B is a diary of meetings they've had and theirprocesses. Reylynn met with Pedersen on August 3rd and went through their May 2012 drawings. The meeting focused on the hard cost numbers as presented in the attachment. Buff offered that Reylynn was provided May prints; Reylynn pricing; was discussed and they had only looked at the above grading pricing and needed completed pricing for below grade; on the 27`h Reylynn provided a list of questions and on the 31" answers were provided. The costing template was provided on the 10`h to the commission. Pawlowski questioned if Reylynn and Pedersen were in agreement. Mahoney said that their hard costs were in agreement. BuildMark's costing template was an apple to apple with in-directs part of template. Missing items were builder's risk and performance bonds; they were never included in template although requested. Pedersen and Rcylynn land costs were not comparable. City fees and soft costs were provided by both Reylynn and Pedersen along with their variances. Finance number comes from Pedersen; Reylynn did not provide since it is not a hard cost. At a 4/27 meeting with Winter, site work, etc., were inserted for the cost per space. Winter mentioned the packet contained the Reylynn series of questions and Winter's response. BuildMark has not had a chance to review newly provided numbers. Winter offered that in her memo based on this analysis and comparison with existing parking structures, the $26,000 per parking space is a fur cost as proposal provided. Winter continued that there are other components such as no interest charged to District and no payment until project is completed and has occupancy; the city is ready to enter a Cooperation Agreement. Sutherland questioned the analysis of the parking management system differences. Mahoney responded that the parking management system is elaborate and in their experience, $44,000 presented by Reylynn is not doable. Huff mentioned that they were not provided specs on the $44,000. Pedersen mentioned there are a dozen pieces of equipment such as software system, gate control, and mechanical components by Carl Walker for $265,000 for equipment besides installation. Sutherland questioned the land cost estimates variance between the two; Pedersen offered that their land cost was based on a comparable from across the street at 3100 Pearl or $44 per sq ft; Reylynn based on the city cost of the land. Koval mentioned that some land comps from Reylynn were from other areas and Rcylynn does not believe the $41 per sq ft is not supported; it is not land dedicated only to parking and used a methodology in the memo. Koval questioned the comps; Winter offered that it was from Reylynn. Koval mentioned comps from Niwot and Lafayette are not comparable. Sutherland offered that he used $25 sq ft for land, felt $40 is the highest comp in the city; by equalizing and accounting for lower costs, Sutherland felt there were holes in the data, $8 sq ft is really low, and has $500,000 difference. Pawlowski asked if there were apple to apple in the chart. Smith, 1 data, $8 sq ft is really low, and has $500,000 difference. Pawlowski asked if there were apple to apple in the chart. Smith, Reylynn, does not agree and Pedersen does agree. Disagreement from both parties revolved around "complicated compilations" and hard costs. Discussion continued on the included features of the 383 spaces and costs were included. Reylynn commented on cost sharing. Haddock discussed Pedersen Development need to recuse. Sutherland questioned Smith regarding the main difference with the analysis is that it assumes the same cost for the garage as for the rest of the building and asked if the omission in directs is it an expression and Rcylynn said they were valid. Sutherland questioned the site costs and Smith offered it was included, Smith continued that its in the RTD costs. Koval questioned BuildMark regarding city fees and permits. Winter offered that all fees were found to be in line. Koval asked if they are loaded with impact fees that aren't part of the garage. Winter mentioned that they would need the breakdown of the $700,000. Land cost was a plug from Pedersen and comps were used to come up with $1.21 million. Pawlowski asked Winter if the $26,000 was fair and the cost were vetted with the city's proi . ect manager and Winter believes its very very close. Dawson questioned Attachment C and the fees for $700,000. Winter replied it was permits and fees, and leaves $1.1 million for other costs and questioned costs outside of permits and fees. BuildMark offered that insurance, builder's risk and general liability were in other categories and the parking system was moved to the bottom. Dawson confirmed there was no duplication of costs. Review and questions of costing information continued. Sutherland questioned the Pedersen column in Attachment A. Sutherland questioned and Haddock replied that the 28,000 sq ft was j ust the bus box. Pedersen offered that there's a 16,000 sq ft wrap around that is not included. This is bus box and parking per BuildMark, Reylynn does not agree. Winter commented that it is construction and no land costs since the district already bought the land. Pedersen and Shanahan reclused themselves at 2:05 pin. Smith offered that they want this project and don't have an accurate look at the costs, land and pennit fees; and, permit fees are not in agreement for 383 parking spaces. Smith continued that the cost sharing methodology be used and wondered why parking is paying for unrelated costs. Smith would like it to go back to council; Haddock offered that council has already approved. Sielaff mentioned that the plans showed apartments over the bus box. Koval offered that it is not building a parking garage, no one would just build; and, offered that it's a vehicle to get the spaces and there are costs with producing it. Koval mentioned that hard cost to hard cost is equivalent but gets into other things; access costs and site development; Koval has trouble with the land comp at $44 is too high; agrees with dev costs; suggested to honor deal since it fulfills the parking spaces or make a counter offer to Pedersen with a worth of X and only pay it with a risk he would say no or just don't do it and not do deal. Sutherland mentioned that the parking structure is not close to his project but it is good will and his development does not need the shared parking and Reylynn seems to be pushing to get it done. Reylynn would be parking constrained. Pawlowski asked if Reylynn would be buying spaces for tenants. Reylynn offered that they shouldn't be paying for all the land underneath. Koval disagrees with Smith and it can't be bought for $8 sq ft and to get the district going and the realistic focus of what land costs in Boulder. Dawson is concerned about some of the costs in Attachment C and the comps; it doesn't seem outside the realm of practical and what has been done in the past. Dawson has concerns with the high land costs, development fee are high to regularly accepted fee; BuildMark mentioned that with the difficulty of the project and location development, costs would be higher. Dawson questioned if the deal can be renegotiated since it was approved by council, Winter replied that the timing is an issue with Pedersen. Haddock commented that council already approved and could override the advisory board and could go lower but not higher. Dawson would like to examine going lower. Koval mentioned that supervision is typically not thrown in. Dawson asked how BuildMark felt about fees as presented, Mahoney replied that Reylynn is incredibly low and Pedersen is on the high side $1.3 million is still high for the garage. It's not the run of mill above or below grade parking structure, it has additional foundation concerns with a below grade system with a water table that has to be treated elaborately; BuildMark's original estimate was $32,000 per stall; Reylynn's Sielaff commented that it can be build without a foundation into the ground. Sutherland felt the price should be counted with a fair land cost, development fee is not an issue; Winter offered that the land costs, comparables and city fees are the issues. Koval pointed out that the analysis goes as planned and it can be afforded since it will be a revenue generator for the district. Koval asked Smith what number would make him feel good about the cost. Smith replied that he does not know what the number is, has a reason for the project to happen, and feels it should be under $20,000 per space. Winter, from a financing standpoint, commented that if the district were to bond itself, it would be a long time away and where would the financing be found? Current financing has no interest to pay. Pawlowski mentioned that the numbers are not going to change and the philosophy is sound. Koval mentioned that there is another component, is it going to happen? Haddock mentioned that we are far down the road with Agreements. Winter mentioned that RTD is on board, Haddock mentioned the Affordable Housing Agreement; Depot is getting renovated, the Condominium Declaration is close; and, the Parking Management Agreement is close. Winter offered that it was set up for shared parking, collaboration of projects, and dealing with financing costs with a young District. Winter continued 2 mentioned the land issue is the primary one. Sutherland mentioned that it's not a consensus and it's not worth it to nickel and dime the price, Koval agrees, Dawson is uncomfortable with the cost but as a group is agreed, he supports it_ Pawlowski supports it. Sutherland agrees that it won't go down to $20,000/space and it's a good project with parking. Sutherland would go along with plan as discussed. Sutherland moved to approve the plan, Koval seconded the motion, and bought as an opportunity, and the due diligence is a yes and the right thing to do in its context. All commissioners were in favor to approve. AGENDA ITEM ti - Public Hearing and Consideration of a Motion to Make a Recommendation to City Council of the Downtown and University Hill Management, Parking Services 2013 Budget -BJGID Parking: Winter mentioned that this is a city budget format, then it goes to individual funds. Winter gave descriptive of the budgets and how it projects as they are estimates now, Winter mentioned that CAGID has loaned money to the Boulder Junction fund and projected revenues of 2014. Winter offered that they would go to the city to help fund the district. Koval recommended to City Council to approve, with two concerns as presented to Winter, looking at the bottom line of funds and it is all based on projections, the Downtown and University Hill Management, Parking Services 2013 Budget for BJGID Parking and TDM (Travel Demand Management). Sutherland seconded the motions. All commissioners were in favor of both budgets. AGENDA ITEM 7 - Public Hearing and Consideration of a Motion to Make a Recommendation to City Council of the Downtown and University Hill Management, Parking Services 2013 Budget- BJGID - TDM: Winter gave explanations of line items of the budget and based on estimates for now, as assumptions change, it will be revised. As a newly formed district and as development happens, the budget will change. AGENDA ITEM 8 - Public Hearing and Consideration of a Motion to Make a Recommendation to City Council, as the Board of Directors of BJAD -Parking, the Depot Square Lease Purchase Agreement: Staff supports the elimination of the additional language in the version provided with the change to 5C and 6C are acceptable and the other change 119 is not okay with staff. Llanes offered that it would bind the city to payments and cannot be done under the law. Tabor was discussed. Koval questioned page 3, 2C, can permit be obtained prior to development agreement? Section 43 regarding increase for things done, Koval mentioned there should bean opt out clause or written notice to proceed. Winter added getting the construction schedule and inspections when we want them. Dawson: construction schedule should be attached to the agreement as an exhibit. Koval moved to approve the Depot Square Lease Purchase Agreement. Sutherland seconded and all commissioners agreed to approve. 3:02 pm Pedersen has returned to the meeting, Shanahan left for another meeting. Pederson recluscd due to a question by Llanes; Llanes clarifying in the Agreement, paragraph 9 is away to reconcile the TABOR problem for assurances of payment, Llanes said Haddock was okay. All commissioners confirmed acceptance of identified changes. Koval voiced concern with the deficit for parking and borrowing money from the city; pilot payment for EcoPass. Koval concerned with deficits to 2018. Winter will need to add line item for parking and will look into it. Questions regarding the operating reserve were discussed. Pedersen asked if budget used escalating revenues into the future years. Winter replied it's based on original rate assumptions. Dawson asked if it is part of what the experience was downtown. Winter responded with a no; it is based on other assumptions and it's a different mix from downtown. AGENDA ITEM 9 - Matters from the Commissioners: AGENDA ITEM 10 Matters from the Staff: Meeting adjourned at 3:15 p.m. with Koval motioning to adjourn and Dawson seconding the motion. All commissioners approved. ACTION ITEMS: MOTION: Pawlowski motioned to approve the July 24, 2012 BJAD Joint Meeting minutes. Sutherland seconded the motion. The motion passed unanimously by all commissioners. Koval recommended to City Council to approve, with two concerns as presented to Winter, looking at the bottom line of funds and it is all based on projections, the Downtown and University Hill Management, Parking Services 2013 Budget for BJG1D Parking and TDM (Travel Demand Management). Sutherland seconded the motions, All commissioners were in favor of both budgets. Koval moved to approve the Depot Square Lease Purchase Agreement. Sutherland seconded and all commissioners agreed to approve. FUTURE MEETINGS: December 5, 2012 Council Chambers Regular fleeting AI'PROVL• D BY: BOULDFIZ JUNCTION ACCLSS DISTRIC 1 JOINT COMMISSION IVIF-H ING -PARKING AND TDM Attest: / I Ruth Weiss, Secretary JoI7n PawIv~ski, pair, ` Scott Pedersen, Chair, Parking 4 BAD JOINT COMMISSION 2013 MEETING SCHEDULE 9-11am JANUARY 2 COUNCIL CHAMBERS FEBRUARY 6 COUNCIL CHAMBERS MARCH 6 COUNCIL CHAMBERS APRIL 3 COUNCIL CHAMBERS MAY 1 COUNCIL CHAMBERS JUNE 5 COUNCIL CHAMBERS JULY 3 COUNCIL CHAMBERS AUGUST 7 COUNCIL CHAMBERS SEPTEMBER 4 COUNCIL CHAMBERS OCTOBER 2 COUNCIL CHAMBERS NOVEMBER 6 COUNCIL CHAMBERS DECEMBER 4 COUNCIL CHAMBERS DEPOT SQUARE PARKING LEASE AND PURCHASE AGREEMENT (DISTRICT PARKING UNIT) THIS DEPOT SQUARE PARKING LEASE AND PURCHASE AGREEMENT ("Agreement") is made and entered into to be effective the day of November 2012, by and between 3001 Pearl, LLC ("Lessor") and the Boulder Junction Access General Improvement District - Parking ("BJAD-P"). RECITALS A. BJAD-P is a general improvement district duly organized and validly existing as a general improvement district under the laws of the State of Colorado and the Charter and municipal code of the City created, inter- alia, to implement the zoning requirements regarding parking applicable to the Property which were adopted to further the goals of the City of Boulder set forth in the Transit Village Area Plan dated September, 2007 ("TVAP"). B. Lessor is an affiliate of Pedersen Development Company who was the successful bidder to construct a bus transit facility for the Regional Transportation District on a portion of the property owned by said District and the City of Boulder (the "City") within the TVAP area and has proposed a development including the bus transit facility, renovation of the historic depot, and construction of housing units, a hotel, and a parking structure to serve the needs of such uses and provide parking consistent with TVAP. C. As part of the acceptance of the proposal and the commitments of Pedersen Development Company to construct the improvements identified above and provide for parking that is shared, unbundled, managed and paid, the Regional Transportation District and the City sold property to the Lessor known as "Depot Square," described as Lots 1 and 2, Boulder Transit Village Subdivision Replat A, County of Boulder, State of Colorado (the "Property"), D. Lessor has two representatives on the Advisory Committee of BJAD-P, which representatives have recu:sed themselves from participation as members of BJAD-P in discussions and decisions with respect to this Agreement in accordance with the applicable laws of the City. E. Lessor created the Depot Square Planned Community, according to the Community Declaration thereof recorded on , 2012, at Reception No. , and the Community Map thereof recorded on , 2012, at Reception No. in the records of the Clerk and Recorder of the County of Boulder, State of Colorado (the "Declaration") on the Property, which community is referred to herein as ("Depot Square"). F. Lessor intends to construct on the Property a parking structure, which shall provide a total of approximately 382 parking spaces of which the Declaration creates five parking units, one of which is designated as the District Parking Unit for owners and users within the BJAD-P boundaries. KAPLLR1Lease-Purchase Agreement - Parking at Depot Square; 1698 floc 1 G. Lessor desires to lease and sell to BJAD-P, and BJAD-P desires to lease and purchase from Lessor, the "District Parking Unit," as defined in the Declaration, on the teens and conditions set forth herein. H. This Agreement is subject to the Conditions Precedent identified herein, development approvals by the City of Boulder (the "City"), and the City and BJAD-P entering into a Cooperation Agreement for the City to pay a portion of the Lease Payment. AGREEMENT NOW, THEREFORE, in consideration of the recitals, promises, payments, covenants and undertakings hereinafter set forth, and other good and valuable consideration, which is hereby acknowledged and receipted for, Lessor and BJAD-P agree as follows: 1. Definitions. The terns defined in the recitals of this Agreement shall have the meanings set forth therein, and all capitalized terns not defined in the recitals shall have the meanings set forth below whenever used in this Agreement. "Conditions Precedent" means the events described in Section 2 below. "District Parking Unit" means the area defined as the District Parking Unit in the Depot Square Community Declaration dated November 2012. "Lease Payments" means $372,376 due from BJAD-P to the Lessor annually for seven years commencing within ten days of the last Rent Commencement Event to occur to total the Purchase Price. "Lessor" means 3001 Pearl, LLC or any affiliate (hereof which has been approved by BJAD-P. "Parking Garage" means the portion of Depot Square that is part of the structured parking which is designated as a "Parking Unit" and owned by owners within Depot Square. "Purchase Price" means Two Million Six Hundred Six Thousand Six Hundred Thirty Three and No/100 ($2,606,633) to be paid by the Lease Payments. "Rent Commencement Events" means the events defined in Section 5 below. 2. Conditions Precedent of Agreement. This Agreement has been signed by the parties to be effective as provided above. However, the terms of this Agreement shall be effective only upon the occurrence of all of the following conditions: a. On or before January 1, 2013, the Lessor has provided all of its organizational documents to BJAD-P; b. On or before January 1, 2013, the Lessor owns Depot Square; c, On or before Januaryuly 1, 2013, a Subdivision l4eval )rncnt-Agreement between the Lessor and the City for the construction of Depot Square and all public improvements necessary to serve Depot Square has been executed; d. On or before March 1, 2013, BJAD-P has approved the construction drawings and specifications for the Parking Garage as provided herein; K:1PL[..R1r.ease-Purchase Agreement - Parking at Depot Square-1 h98.dec 2 c. On or before March 1, 2013, Lessor has provided a schedule for constriction of the Parking Garage. which schedule shall become a part of this Agreement; f. On or before March 1, 2013, the Lessor has received a building pen-nit for the Parking Garage; and g. On or before March 1, 2015, all of the Rent Commencement Events have occurred. This Agreement shall be null and void if anyof the above conditions are not met by the dates set forth above and neither party shall have any further obligations or liability to the other party. 3. Requirernents for Satisfaction of Conditions Precedent. BJAD-P intends to retain a consultant with expertise in parking structures to review the construction drawings and specifications for the Parking Garage, to ensure that the Parking Garage is designed and materials are used that will support the intended use of the Parking Garage, including adequate waterproofing of walls, floors and ceilings, discharge of water and snow from the Parking Garage, and other preventative measures to minimize future costs to maintain the Parking Garage. The construction drawings and specifications for the Parking Garage are subject to the approval of BJAD-P prior to issuance of a building permit for the Parking Garage, which approval shall not be unreasonably withheld. In the event that BJAD-P desires construction alternatives to minimize future maintenance costs, BJAD-P shall notify Lessor. If Lessor determines that such alternative(s). causes a substantial increase in the costs of construction, Lessor shall notify BJAD-P in writing of the amount of such substantial increase. BJAD-P shall notify Lessor in writing whether to proceed with the construction alternative(s that cause a substantial increase in the cost of construction. In the event that BJAD-Pi4 requires the construction drawings or specifications to be amended to include such alternative(s) as a condition of }prier toBJAD-P's_.approval of the construction drawin,L,s and specifications, BJAD-P shall pay the substantial cost difference by either (i) paying such increased cost to the Lessor upon construction, or (ii) add such increased cost to the Purchase Price. Lessor shall permit BJAD-P access to the Parking Garage during construction for the purpose of determining the quality of construction, compliance with all applicable codes approved constriction drawings and specifications, and the requirements of this Agreement. Such inspections shall occur during normal business hours, with or without notice. Observations, inspections and tests by BJAD-P are for the express purpose of providing quality assurance for the sole benefit of the BJAD-P. Such activities shall not relieve the Lessor from its quality control obligations or from its obligations to perform the work strictly in accordance with the requirements of this Agreement and all plans as approved by the City or BJAD-P. Inspections by BJAD-P shall be conducted in a mariner to eliminate or minimize to the extent possible any interference with construction activities. 4. Purchase Price; Lease Term. Upon satisfaction of the Conditions Precedent, Lessor- agrees to lease to BJAD-P, and BJAD-P agrees to lease from Lessor the District Parking Unit. The term of the lease shall begin when the District Parking [Unit can be used for public parking and continue until payment of the Purchase Price by BJAD-P to Lessor and conveyance K:\PLLR1Lease-Purchase Aorrecincnl - Parking al Depot Square-1 h9S.doc of the District Parking Unlit to BJAD-P by Lessor. The Lease Payments shall not become due until the occurrence of the Rent Commencement Events defined below. 5. Lease Payments; Conveyance of District Parking Unit. The first Lease Payment shall be due within 30 days of completion of all of the following events which are the Rent Commencement Events: a. The Lease Term has commenced; b. A certificate of occupancy is issued by the City of Boulder for the Parking Garage and Residential Unit (as defined in the Declaration) of Depot Square; c. BJAD-P has approved any encumbrances against the title of the Parking Garage that were not parr of the closing that created the Depot Square planned community; and d. The constriction 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. The remaining six Lease Payments shall be paid annually on the first day of the subsequent months after the first Lease Payment was made, No interest or late penalty shall be clue on the Lease Payments b. BJAD-P Rights and Obligations During Lease Term. During the Lease Term, BJAD-P shall have the following rights and responsibilities: a. BJAD-P shall be responsible for payment of all obligations allocated to the District Parking Unit in the Declaration; b. BJAD-P shall appoint the person to serve on the Board of Directors of the Association, as defined in the Declaration, representing the District Parking Unit, and have all rights under the Declaration of the owner of the District Parking Unit; c. BJAD-P's use, repair and maintenance of the District Parking Unit shall comply with all applicable terms and conditions of the Declaration and all other governing documents, rules and regulations of Depot Square consistent with such Declaration; d. BJAD-P shall not make any alterations to the District Parking Unit, except as permitted in the Declaration, without the prior written consent of Lessor; e. BJAD-P shall not assign this Lease, except as permitted in the Declaration, without the prior written consent of Lessor; and K:APLI.R'lense-Purchase Agreement - Parking al Depot Square-1098 doe. 4 f. BJAD-P agrees to subordinate this Agreement to the lien of the first mortgage or deed of trust placed on the Property, so long as the holder of such mortgage or deed of trust (the "Lender") agrees as follows: i. In the event the Lender forecloses, appoints a receiver, or otherwise takes control of the Property by the terms of the mortgage or deed of trust and so long as BJAD-P is making the Lease Payments as provided herein, the Lender will honor all terms of this Agreement, including without limitation conveying the District Parking Unit to BJAD-P upon payment of the final Lease Payment; and it. The Lender will not pen-nit any third party to interfere with the rights of BJAD-P under this Agreement. 7. Event of Default. In the event either party fails or neglects to perform its obligations under this Agreement, and such failure or neglect is not cured within ten days after written notice of such failure or default, the other party may, in addition to any other rights or remedies which such party may have at law or in equity, institute legal action to enforce the provisions of this Agreement by specific performance or injunctive relief. All such rights and remedies shall be considered cumulative and non-exclusive. In the event of default by the Lessor, BJAD-P may withhold any Lease Payinent. The submittal of disputes to non-binding mediation shall be a condition precedent to commencing litigation by either party. The following shall be considered events of default of this Agreement by either Lessor or BJAD-P: a. A petition for bankruptcy is tiled related to its affairs; b. A general assignment of such party's assets is made for the benefit of such party's creditors, or any of the funds due to such party under this Agreement are assigned for the benefit of such patty's creditors; c. A trustee or receiver is appointed for the Lessor, Depot Square, or any of the Lessor's property; d. The Lessor breaches any of the conditions of this Agreement; e. The Lessor disregards any law, ordinance, regulation, role, or order of any public body having jurisdiction; and f. The building pen-nit obtained to meet the Conditions Precedent expires or is revoked. S. Title Conveyed; Closing. Upon payment by BJAD-P of Lease Payments totaling $2,606,633, the Purchase Price shall be considered paid in full. Within ten days thereafter, the parties shall hold a Closing. At the Closing: a. Lessor and BJAD-P shall equally split all closing costs associated with the Closing; b. Lessor shall represent and warrant to BJAD-P that, except as disclosed in the Phase 1 and II Environmental Site Assessment dated September 22, 2004 and prepared by Freedom Environmental Consultants, Inc., to the best of Lessor's knowledge (i) neither Lessor nor any other person has engaged in or permitted K:'I'LLR`.Lease-Pi rch ae A,icrmcut - Paiking w Dennt Square 1643.doc 5 any operations or activities upon, or any use or occupancy of Depot Square, or any portion thereof, for the purpose of or in any way involving the handling, manufacture, treatment, storage, use, generation, release, discharge, refining, dumping, or disposal of any Hazardous Substance (as hereinafter defined) whether legal or illegal, accidental or intentional, on, under, in or about Depot Square, or transported any Hazardous Substance to, from or across Depot Square (ii) nor are any Hazardous Substances presently constructed, stored, deposited or otherwise located upon, under or in Depot Square; (iii) nor have any Hazardous Substances migrated from Depot Square upon or beneath other properties; (iv) nor have any Hazardous Substances migrated from other properties upon or beneath Depot Square during the period Seller has owned Depot Square. For purposes of this Agreement, "Hazardous Substance" shall mean any substance the presence of which requires investigation or remediation under any federal, state or local statute, rule, regulation, ordinance, order or action; c. Lessor shall deliver a special warranty deed to BJAD-P conveying title to the District Parking Unit, (}free and clear of all liens and encumbrances other than CO real property taxes and assessments for the year of the Closing and subsequent years, (ii) encumbrances existing or created at t11C tnnC Of tllC CIOSLn l og fthe transactions creating, the Depot Square planned C01111MInity. (iii) c11eu111branceS made in accordance: wi111 the Declaration, ;l1-~llattel c~iitl~zt=kilii~~,tlte-l~l~t ern-11t Dete, and (iv_ii) any matters affecting the title to the District Parking Unit of record which have been approved by BJAD-P; d. Real property taxes shall be prorated as of Closing, based on the most recent assessment and mill levy;. e. In the event any warranties for construction or repairs of the District Parking Unit continue after Closing, Lessor shall convey the benefit of such warranties to BJAD-P; and f. As soon as practicable after the Closing, the title company shall deliver to BJAD- P the owner's title insurance policy for which a title commitment had been issued in form and substance satisfactory to BJAD-P in its reasonable discretion, at BJAD-P's expense. 9. Annual Appropriations. BJAD-P's obligation to make the Lease Payments is subject to annual appropriations in accordance with Colorado law, In the event that BJAD-P does not appropriate funds to make any LCaSC Pavment. Lessor shall subdivide the pro rata portion of the Parking Garw e attributable to the portion of the L.easc Paymcnts made and convey such portion to B.IAD-P as the District Parking) Unit in accordance with the terms of Section g hereof. The Lessor inav convey the spaces subdivided from the District Parking, Unit to an Acce ptal)] Owner as delned in the Declaration. In the event an Acceptable Owner does not purchase such subdivided, spaces within I 80-days from the non-appropriation. Lessor shall convey such spaces. or the portion thereof not sold to an Acceptable Owner. to the De )oL l Suualre Omiers Association, Inc., to be-held and operated as provided in the Declaration.- In the event of 11on-appropriatioil. this Mn,eenlent shall terminate upon (i) conveyance by Lcssor to BJAD-P of the portion of the District Parkin!" Unit attributable to the portion of the Lease Patitments made: and (i1) convevance KAPLLR1Lease-Purchase Agreement - Parking at Depot Square- 1698.doc 6 of the balance of District Parking, Unit to an Acceptable Puychaser(s) and the Association as provided herein and in the Declaration. 10. Notices. Any notices required or permitted to be sent pursuant to this Agreement shall be in writing and shall be deemed served, given, delivered and received upon the earlier of. (a) when personally received by the party to whom it is addressed; or (b) one business day after being deposited with a commercial overnight courier for overnight delivery with all required charges prepaid; or (c) e-mail; and addressed to the Lessor or to the BJAD-P at the appropriate address as set forth below. Either party hereto may change its address for the purpose of this Section by giving written notice of such change to the other party in the manner provided for in this Section. 11. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to the subject hereof, and any prior agreements pertaining thereto, whether oral or written, have been merged and integrated into this Agreement. No subsequent modification of any of the temps of this Agreement shall be valid, binding upon the parties, or enforceable unless made in writing and signed by the parties. Any obligation in this Agreement that, by its terns, is intended to be performed after termination or Closing shalt survive the same. 12. Governing Law. The validity and effect of this Agreement shall be determined in accordance with the laws of the State of Colorado. 13. Severability. If any part of this Agreement is found, decreed or held to be void or unenforceable, such finding, decree or holding shall not affect the other remaining provisions of this Agreement which shall remain in full force and effect. 14. Counterparts. This Agreement may be executed in counterparts, each of which shall constitute an original, but all of which, when taken together, shall constitute one agreement. IN WITNESS WHEREOF, Lessor and BJAD-P have executed this Agreement on the dates set forth in their respective acknowledgrients intending that this Agreement be effective as of the day and year first above set forth. LESSOR: 3001 Pearl, LLC By: Name/Title: Date Address: BJAD-P: Boulder Junction Access General Improvement District - Parking K %PLLR~ Leasc-Purchase Ag,•eement -Parking at Depot Square-1698.doe 7 I3v: _ _ NamelTitle: Date Address: <,'~FLLh' f. a;e-Purchosc ngicemcnt - P~ukin, at Depot Square-1693.doc 8 Memorandum TO: Boulder Junction Access District Parking Commission FROM: Molly Winter Director,-Downtown and University Hill Management Division and Parking Services RE: Financing of the District Parking Spaces at Depot Square DATE: November 28, 2012 At the October 10, 2012, BJAD-P Commission meeting, the costing analysis was discussed regarding the Depot Square Garage and the proposal from Pedersen Development for 100 District parking spaces. The Commission voted to approve the Depot Square Lease Purchase Agreement including the cost to the District. At the meeting I said I would follow up on several items to supplement the proposal analysis: the financial benefit to the District of the Pedersen financing proposal without interest, and the ability of the District to self-finance the 100 spaces. Regarding the District's bonding capacity, I contacted the city's financial advisor- Jonathan Heroux from Piper Jaffray about the District's current ability to finance debt. Jonathan is very familiar with parking district financing as lie has conducted the analysis of the downtown parking district `s, CAGH), issuance of two bond issues for 150i and Pearl and the St. Julien garages, as well as the refinancing of the two bonds. After reviewing the District's fiend financials, his response is the following: "After looking at the fund financials I agree with your assessment that it would take the District years before they could finance parking spaces on their own. Not knowing all the details of the agreement with the developer, but if they are willing to finance the spots up front and let the District repay it over time at no interest, I would agree it is a better option at this point in time." The city's Finance Department conducted an analysis of the savings to the District of not paying interest on the $2.6 million. The estimate, based on a financing cost of 2.5% of $2.6 million over seven years is $266,000 or 10% of the total cost. (Please see Attachment A.) As noted in the attachment, the 2.5% is based on an average of interest rates of bond sales for parking projects. And as noted above, the District is not in a position to issue bonds and thus it is difficult to anticipate what an interest rate would be given the current assessed value of the District. Please let me know if you have any questions. Attachment A: Boulder Junction Parking District Financing Analysis Parking Structure Cost: $ 2,600,000 Borrowing Cost if Financed by City: 2.50% PAYMENT COMPARISON Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 TOTAL Parking Structure Financed by City 409,488 409,488 409,488 409,488 409,488 409,488 409,488 2,866,417 Pedersen Development Proposal 371,429 371,429 371,429 371,429 371,429 371,429 371,429 2,600,000 Savings to City 38,060 38,060 38,060 38,060 38,060 38,060 38,060 266,417 3,500,000 - - - 3,000,000 2,500,000 - 2,000,000 ■ Parking Structure Financed by City 1,500,000 - ■ Pedersen Development Proposal 1,000,000 500,000 0 Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 City Council Goals - 2012 Top Priorities: 1. Boulder's Energy Future The top priority for the City in 2012 is the development of a framework for planning the energy future for the city of Boulder. This framework will focus on the idea of localization, the overarching goal of which is: To ensure that Boulder residents, businesses and institutions have access to energy that is increasingly clean, reliable and competitively priced. 2. Climate Action Plan Outline the next generation of climate action efforts in Boulder Consider extension of CAP tax 3. Affordable Housing Receive report of the Task force created in 2010 to evaluate goals and the approach to affordable housing and Based on Council review and discussion of these recommendations, develop an action plan to improve the availability of affordable housing in the city Consider policies regarding inclusionary housing for rental units 4. Civic Center Master Plan Study and develop a master plan for the area between 15th and 9th Streets, with a focus on Farmer's Market and area between Broadway and 15th Street. Next Tier Priorities: 1. University Hill Revitalization Continue work of Ownership Group to develop comprehensive revitalization strategy Investigate formation of a general improvement district, including the commercial area and part of the residential area to control trash and other problems Change boundaries of BMS land use to coincide with UHGID through BVCP process Support private development and investment in Hill area Partner with CU to consider opportunities for properties in the Hill area Provide an opportunity to explore big ideas 2. Homelessness Participate in Ten Year Plan to Address Homelessness Balance long term and short term approaches to address needs Invest new resources in Housing First model Work with partners, such as BOHO, to address approaches to immediate needs 3. Boulder Junction Implementation Work with RTD and selected developer of site to maximize mixed use urban center Invest in planned infrastructure Achieve goals of plan while ensuring flexibility in working with developers Prioritize city actions to facilitate private investment Focus additional planning work on reconsidering use for Pollard site City Council 2012 Work Plan by Council Goal TOP PRIORITIES Boulder's 2012 - 3rd Quarter 2012 - 4th Quarter 2013 - 1st Quarter 2013 - 2nd Quarter ■ Boulder's Energy Future - ongoing Boulder's Energy Future - Boulder's Energy Future - • Boulder's Energy Future - ongoing analysis of municipalization and ongoing analysis of ongoing analysis of analvsis of municipalization and work on Energy Action Plan with municipalization and work on municipalization and work on work on Energy Action Plan with updates to council at roundtables Energy Action Plan with Energy Action Plan with updates updates to council at roundtables and July 24 study session updates to council at to council at roundtables and and study session (TBD) roundtables and Oct. 23 study study session (TBD) session GOAL: Climate Action Plan 2012 - 3rd Quarter 2012 - 4th Quarter 2013 - 1st Quarter 2013 - 2nd Quarter ■ Climatc Action Framework - draft Climate Action Framework - CEES - ongoing work on Phase 2 CEES - potential ordinance five-year goals and annual targets; draft five-year goals and annual ordinance options; direction on adoption for Phase 2 integration with master plans; and targets; integration with master preferred option from Council (benchmarking and disclosure) development of tracking and plans; and development of (TBD) (date TBD) reporting tools with updates and tracking and reporting tools Climate Action Framework: Climate Action Framework: council feedback at roundtables and with updates and council tracking and reporting tools; tracking and reporting tools; July 24 study session feedback at roundtables and launch of 2013 program priorities; delivery of 2013 program priorities; ■ CAP Tax - consideration of ballot Oct. 23 study session updates at roundtables and study updates to council at roundtables language (August) • CAP Tax - potential voter session (TBD) and study session (date TBD) • Electric/ Hybrid vehicles (1P) consideration in November; ■ Electric/ Hybrid vehicles - project finalize 2013 work plan based closeout on ballot outcome • CEES - stakeholder engagement; Phase 2 options and update at Oct. 23 study session ■ Solar Energy code changes ■ Energy Conservation and Efficiency Program for Existing Commercial Buildings - study I session ■ Energy Performance Contract - Phase 3 ■ Green Building and Green Points Program amendments; 2012 ICC Building, Fire, Wildland-Urban Interface. Energy Codes ■ Wind generation code changes GOAL: Affordable Housing 2012-3rd Quarter 2012 - 4th Ouarter 2013 - 1st Ouarter 2013 - 2n1 Qua r•ter ■ Inclusionary Housing: development ■ Inclusionary Housing: options Mobile Homes Parks - legislative Inclusionary Housing Regulations of off-site criteria for integration of affordable agenda Update depending on Council ■ Analysis of TOD Fund housing units ■ Inclusionary Housing Rental direction ■ Inclusionary Housing_ Rental Policy Ordinance depending on policy options Council direction GOAL: Civic Center Master Plan 2012 - 3rd Ouarter 2012 - 4th Ouarter 2013 - 1st Quarter 2013 - 2nd Quarter ■ Feedback on city space study, flood ■ Council adopts guiding Council provides feedback on ■ Draft plan development and issues and ideas competition criteria principles initial options (January 20) community input (July 31 study session) ■ Community generates Board and community input ■ Council study session on draft plan ■ Community generates ideals for preliminary concepts; ideas Council adopts preferred option(s) Municipal Space Study Final civic center vision and guiding competition for local and and strategies (March) Report principles national teams NEXT TIER PRIORITIES GOAL: University Hill Revitalization 2012 - 3rd Quarter 2012 - 4th Quarter 2013 -1st Quarter 2013 - 2nd Quarter ■ University Hill strategy - update ■ University Hill strategy - update 2013 action priorities confirmed ■ Hill Residential Service District - ■ Hill Residential Service District (IP) ■ Hill Residential Service District by Council at January retreat I" reading of petition - check in on final proposal ■ Action on other priorities (TBD) r 2012 - 3rd Quarter 2012 - 4th Quarter 2013 - 1st Quarter 2013 - 2nd Quarter ■ 10-year Plan update (IP) ■ Direction from Council priorities Work plan check in and priority - ■ Update on Homeless Action Plan ■ Action Plan to address homeless on homeless issues (from Council retreat (service providers) issues (Service provider plan to Homeless issues study session) develop coordinated outreach and for scoping for workplan case management in Boulder) ■ Homelessness Issues Study • Housing First- 1175 Lee Hill Road: Session update on management plan and MOU OA Boulder Junction Implementation 2012 -3rd Quarter 2012-4th Quarter 2013- 1st Quarter 2013 -2nd Quarter ■ Update on TVAP implementation; Update on potential policy ■ TDM District Implementation Update on potential policy issues check-in on city owned site vision issues related to key public Update (IP) related to key public improvements and options; and discussion of improvements ■ Update on potential policy issues and city owned site (as needed) policy issues related to key public related to key public improvements, as needed (July 31 improvements and city owned site Study Session (as needed) ■ TDMI Parking Access OID budget - consideration 'A''y OTHER f o. ' 2012 - 3rd Quarter 2012 - 4th Quarter 2013 - 1st Quarter 2013 - 2nd Quarter • Acquisition plan update (OSMP) ■ Bike parking ordinance updates 23" Street Multi-use Path and ■ Baseline Underpass East of ■ Annexation and site review ■ Capital Investment Strategy Bikeable Shoulders Iris to Broadway CEAP - Call up o Boulder Jewish Commons Round I - implementation update Yarmouth CEAP Call up ■ Floodplain Management including (Arapahoe and Cherryvale) ■ Carter Lake Pipeline - CEAP Capital Investment Strategy Boulder Creek Mapping, South o Hogan Pancost ■ Chautauqua Parking Data Round I - implementation update Boulder Creek Mitigation, and ■ Barker Reservoir Boating Collection and Assessment- Contractor licensing Critical Facilities ■ Capital Investment Strategy Round I check in ■ Cultural Master Plan OSMP natural resources - - implementation update ■ Code changes DUHMD/ PS assessment update overarching policy issues ■ Chautauqua Stewardship c Pearl Street Mall - permits (IP) o Temporal Regulations Framework: draft principles for and leases Economic Sustainable Strategy - o Penalties for violations CCA lease ■ Disposable Bag ordinance policy recommendations (study o Multi-modal access and parking • Civic Use Task Force ■ Education Excise Tax - process session) opportunities o Update on recommendations and for allocation of remaining + Floodplain :Management including o Analysis of trail network and next steps funds Boulder Creek Mapping, South distribution of activities ■ City Property leases (IP) ■ Floodplain Management Boulder Creek Mitigation, and ■ Parks and Recreation Master Plan ■ Code changes including Boulder Creek Critical Facilities + Police Department Master Plan o Alcohol/ Land Use Mapping, South Boulder Creek Smoking Ban on Pearl Street Mall ■ Smoking Ban on Pearl Street Mall o Congregate care Mitigation; and Critical (Pilot) - implementation (Pilot) - analysis and o Community gardens Facilities ■ State of the Court Presentation recommendation ■ CU East Campus coordination - ■ NPP commuter permit - sunset ■ Take out container waste ■ TMP Update - additional direction update ■ OSMP natural resources - reduction ordinance ■ Water supply status ■ Disposable Bag Reduction overarching policy issues ■ Transportation Funding (SS) ordinance ■ Pearl Parkway Multi-use Path ■ TUIP Update - additional ■ Economic Sustainability Strategy- 30'x' Street to Foothills CEAP direction phase one study on primary Call Lip ■ US36 Bikeway Maintenance - employers (study session) ■ Public works design and Enhancements IGA (tentative ■ Education Excise Tax - process for construction standards - update based on if extra community allocation of remaining funds ■ Randolph Center Condominium investments are desired) ■ Evolution of Access and Parking Declaration ■ Zero Waste Master Plan Update Management Strategies ■ Smoking Ban on Pearl Street (DUHMD/PS) Mall (Pilot) -ordinance o IP • Sustainability indicators o Formation of staff and community ■ Sustainable streets and centers: work grow s typology framework and =l• N. o Disseminate RFQ's for Project I direction on next steps Consultant • Takeout container waste • Highway 93 over/underpass IGA reduction - policy direction • IBM Connector Trail IGA • Transportation Funding • Mall Events update (]P) (direction) • Municipal Building Itnprovements • Urban wildlife - prairie dog (update) policy and ordinance revisions ■ OSMP trail around city (IP) ■ Valmont Butte Site ■ Smoking Ban on Pearl Street Mall • Zero Waste Master Plan Update (Pilot) -public process Management and Remediation • Stormwater Ordinance Update (IP) • Stormwater Management IGA - Keep it Clean Partnership • Transportation Funding (IP) • TMP update - assessment, check in/ refinement policy focus areas • US36 Bikeway Maintenance IGA ■ Valmont Butte Site Management and Remediation (IP) ■ 'h'ater supply status KEY BME.A Boulder Municipal Employees Association BVCP Boulder Vallev Comprehensive Plan CAGID Central Area General Improvement District CEAP Community and Environmental Assessment Process CAP Climate Action Plan Cu University of Colorado DtIHMDJPS Dovvntovvn and University Hill Management District/ Parking Services (City Divisinn) GID GeneralIm rovemenl District ICC International Code Council IGA Intereovernmental Asreement IP Information Packet MOU Memorandum of Understanding NPP Neighborhood Parking Permit Program OSMP Open Space/-Mountain Parks Department RFQ Rec uest for Qualifications RII Residential Housine TDM Transportation Demand Manaeement TMP Transportation Master Plan J