HomeMy WebLinkAbout20252559.tiffResolution
Approve Limited Access Agreement - Parcels "F" and "G", and Authorize Chair to
Sign — Richmark Vertikal, LLC
Whereas, the Board of County Commissioners of Weld County, Colorado, pursuant to
Colorado statute and the Weld County Home Rule Charter, is vested with the authority of
administering the affairs of Weld County, Colorado, and
Whereas, the Board has been presented with a Limited Access Agreement concerning
properties identified as Parcels "F" and "G",as further described therein, between the
County of Weld, State of Colorado, by and through the Board of County Commissioners
of Weld County, and Richmark Vertikal, LLC, and
Whereas, after review, the Board deems it advisable to approve said agreement, a copy
of which is attached hereto and incorporated herein by reference.
Now, therefore, be it resolved by the Board of County Commissioners of Weld County,
Colorado, that Limited Access Agreement concerning properties identified as Parcels "F"
and "G', as further described therein, between the County of Weld, State of Colorado, by
and through the Board of County Commissioners of Weld County, and Richmark Vertikal,
LLC, be, and hereby is, approved.
Be it further resolved by the Board that the Chair be, and hereby is, authorized to sign
said agreement.
The Board of County Commissioners of Weld County, Colorado, approved the above
and foregoing Resolution, on motion duly made and seconded, by the following vote on
the 15th day of September, A.D., 2025:
Perry L. Buck, Chair: Aye
Scott K. James, Pro-Tem: Aye
Jason S. Maxey: Excused
Lynette Peppler: Aye
Kevin D. Ross: Excused
Approved as to Form:
Bruce Barker, County Attorney
Attest:
Esther E. Gesick, Clerk to the Board
CC:CA(fffR/KN)
1O/O, /25
2025-2559
BG0027
LIMITED ACCESS AGREEMENT
(810, 906, 910, 912, 918, 1013, and 1015 10th Street)
(819 11th Street)
(1020 and 1024 9th Avenue)
THIS LIMITED ACCESS AGREEMENT (this "Aureenrent") is entered into as of date of
execution set forth below (the "Effective Date"), by and between COUNTY OF WELD, STATE
OF COLORADO, a body politic and corporate (the "County"), and RICHMARK VERTIKAL,
LLC, a Colorado limited liability company ("Richmark").
RECITALS:
A. The County is the owner of the real property and certain improvements located at
906, 910, 912, and 918 10th Street, Greeley, Colorado 80631 (collectively, "Parcel F"), and the
real property and certain improvements located at 810, 1013, and 1015, 10th Street; 819 11th
Street; and 1020 and 1024 9th Avenue, Greeley, Colorado 80631 (collectively, "Parcel G", and
together with Parcel F, the "Property"), as more particularly described in I xhibit A attached
hereto.
B. The County and the City of Greeley, Colorado (the "City") are negotiating a land
exchange and development agreement (the "Proposed Land Exclaan2c At;recntent") pursuant to
which the County might convey the Property to the City for future development as part of a new
public -private project in the downtown area of the City of Greeley, Colorado (the "Project");
F. The City has contracted with Richmark to perform certain pre -development work
for the Project. Richmark may also utilize additional contractors and subcontractors to complete
certain activities authorized under this Agreement;
D. The City has requested that the County permit Richmark and its contractors,
including Contractor, to enter onto the Property for purposes of conducting certain due diligence
thereon while the Proposed Land Exchange Agreement is being negotiated; and
E. The County has agreed to permit Richmark to enter the Property, subject to the
terms and conditions set forth below.
AGREEMENT:
NOW, THEREFORE, the County and Richmark hereby agree as follows:
1. Limited Access. Subject to the terms and conditions of this Agreement, the County grants
Richmark and its affiliates and its and their respective employees, directors, officers, members,
agents, developers, contractors, consultants, engineers, surveyors, and representatives
(collectively, including Richmark, the "City's Representatives") a non-exclusive license during
the Limited Access Period (as defined below) to enter onto the Property to perform the following:
(a) To conduct and make any and all customary studies, tests, examinations,
inspections, assessments or investigations (collectively, the "Inspections") of or concerning the
Property (including without limitation, engineering, environmental (including a Phase I
environmental assessment) and feasibility studies or assessments, evaluation of drainage and flood
plain, soil tests for bearing capacity and percolation and surveys, including topographical surveys;
-1- 2025-2559
34701239 7
(b) To confirm any and all other matters which the City may reasonably desire to
confirm with respect to the Property;
(c) To ascertain and confirm the suitability of the Property for the City's intended use;
and
(d) To review all due diligence materials, if any, with respect to the Property as
delivered or made available by the County to Richmark.
The parties agree to reasonably cooperate and coordinate with respect to the timing and scope of
activities to be conducted by Richmark under this Agreement. Richmark agrees to promptly return
(or certify in writing to the County the destruction of) any due diligence materials that were
provided by the County upon demand by the County following the termination of this Agreement,
other than those portions that Richmark is required to retain by law, regulation or internal
compliance policy. Richmark will conduct destruction of electronic information in a commercially
reasonable manner but is not obligated to assure that electronic information is irretrievably
eradicated.
2. Indemnity by Contractor. Richmark shall indemnify, hold harmless and, if requested by
the County (in the County's sole discretion), defend (with counsel reasonably approved by the
County), from and against any and all damages, mechanics' liens, liabilities, losses, demands,
actions, causes of action, claims, costs and expenses (including reasonable attorneys' fees)
(collectively, "Losses") arising from Richmark's (or its agents, employees, subcontractors and
consultants) entry onto the Property, and any Inspections or other matters performed by or for the
City on or with respect to the Property during the term of this Agreement; provided, that Richmark
shall not indemnify the County for (i) any Losses arising out of the negligence or willful
misconduct of the County (or its agents, employees, contractors and consultants); (ii) any
consequential, special or punitive damages; or (iii) the mere discovery (but not exacerbation) of a
pre-existing condition at the Property or for any diminution in the market value of the Property
resulting from the information disclosed by any such investigation or tests.
3. No Mechanics' Liens. Richmark shall not permit any mechanic's or materialmen's liens
or any other liens ("Liens") to attach to the Property by reason of the performance of any work or
services or the purchase of any materials by Richmark or any other party in connection with any
Inspections or other diligence activities conducted by or for Richmark.
4. Documents and Items; No Representations or Warranties. The County shall, within
five (5) business days following the request of Richmark, deliver or cause to be delivered to
Richmark, to the extent in the County's possession or control and not previously disclosed to
Richmark or the City, true and correct copies of all documents and information related to the
Property, available tax bills, assessments, site plans, construction documents, civil engineering
documents, property condition reports, zoning reports/letters, all environmental reports, all
geotechnical reports and governmental approvals, leases and contracts (collectively, the
"Materials"). The County shall deliver to Richmark any Materials requested by Richmark from
time to time that are in the County's possession or control and not previously disclosed to
Richmark, except for Materials protected by the attorney -client privilege or the County's
individual financial records or tax returns, within five (5) business days following any such request
from Richmark.
-2-
34701239.7
5. Confidentiality; No Representations ar Warranties. All information made available by
the County to Richmark or the City in accordance with this Agreement or obtained by Richmark
in the course of its Inspections shall be treated as confidential information by Richmark, and, prior
to the conveyance of the Property to the City, Richmark shall not divulge and shall use its
commercially reasonable efforts to prevent City's Representatives from divulging such
information to any unrelated third parties, except (a) as required by law, regulatory authority or
court order, (b) to consummate the terms of this Agreement, or (c) to City's Representatives,
Richmark's attorneys and accountants or as otherwise permitted under this Agreement.
Notwithstanding anything to the contrary contained herein, confidential information does not
include, and this Agreement shall not apply to, any information (i) generally available to the public,
(ii) already in the possession of Richmark, the City or the City's Representatives, and/or (iii)
received by Richmark, the City or the City's Representatives from third parties not known by
Richmark to be breaching a confidentiality obligation owed to the County. Any information
provided by the County to Richmark under the terms of this Agreement is for informational
purposes only. In providing such information to Richmark, the County makes no representation
or warranty, express, written, oral, statutory, or implied, and all such representations and
warranties are hereby expressly excluded and disclaimed. Neither Richmark nor the City shall in
any way be entitled to rely upon the accuracy of such information, except to the extent expressly
set forth in any binding land exchange and development agreement entered into by and between
the County and the City (or its assigns) (the "Definitive Land Exchange Agreement").
6. Restrictions; Terms and Conditions.
(a) The County may have a representative present during all Inspections conducted at
the Property, provided that same shall not delay any inspections scheduled by Richmark.
(b) Notwithstanding anything in this Agreement to the contrary, Richmark's exercise
of the rights of review and Inspection set forth in this Agreement shall be subject to the following
limitations:
(i) any entry onto the Property by the City's Representatives shall be during
reasonable hours, following twenty-four (24) hours prior notice via email or telephone to the
County, or a party designated by the County to received such notices, and delivery to the County
of reasonably satisfactory evidence of the insurance that is required to be maintained pursuant to
Section 6 below;
(ii) The County shall have the right to reasonably disapprove any invasive tests,
including, without limitation, a Phase II environmental assessment of the Property, that in the
County's reasonable judgment are reasonably likely to result in any material injury to the Property,
and Richmark shall obtain the County's prior written consent (which shall not be unreasonably
withheld, conditioned or delayed) to any such invasive tests, provided that Richmark shall have
the right, without the County's consent, to conduct a Phase II environmental assessment of the
Property if any Phase I recommends such Phase II or discloses one or more condition(s) that could
reasonably be expected to have a material adverse effect on the City's intended use or development
of the Property, or expose the City to an unreasonable risk of any civil liability or legal liability
under any applicable law, as reasonably determined by Richmark in each instance;
(iii) Richmark's Inspections shall materially comply with all laws and
regulations in effect as of the Effective Date; and
-3-
34701239.7
(iv) Richmark shall ensure that all invasive tests are conducted on the Property
at such times when the parking lot is not in use and performed with adequate safety measures in
place to provide for public safety .
(c) No consent by the County to any such activity shall be deemed to constitute a
waiver by the County or assumption of liability or risk by the County.
(d) In the event of any physical damage to the Property in connection with the exercise
of Richmark's rights under this Agreement, Richmark hereby agrees to restore, at the Richmark's
cost and expense and to the extent reasonably practicable, the Property to substantially the same
condition existing immediately prior to the Richmark's exercise of its rights pursuant to this
Agreement, unless the City (or its assigns) acquires the Property pursuant to a Definitive Land
Exchange Agreement.
7. Insurance. Richmark shall maintain, or cause the other City's Representative to maintain,
commercial general liability insurance with coverages of not less than $1,000,000.00 per
occurrence and $2,000,000.00 aggregate, on an occurrence basis with an insurer licensed in
Colorado. Richmark shall deliver reasonable proof of the insurance coverage required pursuant to
this Agreement to the County (in the form of a certificate of insurance) prior to the Richmark's or
any other City's Representatives' entry onto the Property.
8. Termination. This Agreement shall automatically terminate without further notice or
execution of any documentation by the County and/or Richmark upon the occurrence of the earlier
of the following: (i) the date on which the County and the City close with respect to the exchange
of the Property pursuant to an executed Definitive Land Exchange Agreement; (ii) if no such
Definitive Land Exchange Agreement is entered into, then on the date that is the second (2nd)
anniversary of the Effective Date; or (iii) if such Definitive Land Exchange Agreement is entered
into but terminated prior to a closing on the Property, the date on which such agreement is
terminated (the "Termination Date"). The term "Limited Access Period" shall mean the date
commencing on the Effective Date and ending on the Termination Date.
9. No Option; No Additional Rights Granted. The submission of this document for
examination and review does not constitute an option to purchase the Property, an offer to sell or
exchange the Property or an agreement to purchase and sell. Richmark and the County both
acknowledge and agree that the mutual execution of this Agreement shall in no way constitute a
binding contract for the purchase of the Property or an obligation to enter into or to negotiate the
Proposed Land Exchange Agreement or the Definitive Land Exchange Agreement, and no such
agreement shall exist unless and until the Definitive Land Exchange Agreement has been executed
by the County and the City. Richmark acknowledges that it has no interest in the Property
whatsoever.
10. Non -Assignability. This Agreement may not be assigned without first obtaining the prior
written approval of the non -assigning party.
11. Governing Law. This Agreement shall be governed by the laws of the State where the
Property is located.
12. Multiple Counterparts. This Agreement may be executed in a number of identical
counterparts. If so executed, each of such counterparts is to be deemed an original for all purposes
and all such counterparts shall collectively constitute one Agreement.
-4-
34701239.7
13. Electronic Signatures. This Agreement may be executed by, PDF, DocuSign, or e-mail
signatures which shall be binding on the parties hereto, with original signatures to be delivered as
soon as reasonably practical thereafter.
14. Time of the Essence. It is expressly agreed by the parties hereto that time is of the essence
with respect to this Agreement.
15. Severabiiitv.. In the event that any part of this Agreement shall be held to be illegal, invalid
or unenforceable by a court of competent jurisdiction, such provision shall be reformed and
enforced to the maximum extent permitted by law. If such provision cannot be reformed, it shall
be severed from this Agreement and the remaining portions of this Agreement shall be legal, valid
and enforceable.
16. Notices. Except as otherwise provided herein, any notice required or permitted to be given
hereunder shall be in writing and shall be sent by (a) e-mail, if such notice followed by notice
delivered under subsections (b) -(d); (b) certified or registered USPS mail, return receipt requested,
postage prepaid; (c) national overnight delivery service; or (d) personal delivery, addressed as
follows:
If to Richmark:
Richmark Vertikal, LLC
Attention: Adam Frazier
5200 W. 20th Street
Greeley, CO 80634
Telephone No.: (970) 420-7537
Email: adam@richmarkcompanies.com;
cc: walker@vertikalco.com
With a copy to:
Brownstein Hyatt Farber Schreck, LLP
675 15th Street, Suite 2900
Denver, Colorado 80202
Attn: Carolynne White
Telephone: 303.223.1197
Email: cwhite@bhfs.com
if to The County:
Patrick O'Neill
Weld County Director Facilities Department
1105 H Street, Greeley CO 80631
Telephone: 970-400-2023
Mobile: 970-939-2922
Email: pone i 11 hu?wc 1 d. nov
Any notice sent by e-mail shall be deemed given on the date sent, if followed by a hard
-5-
34701239.7
copy notice under (b) -(d) above. Any notice so sent by certified or registered mail, national
overnight delivery service or personal delivery shall be deemed given on the date of receipt,
refusal, or failure to deliver as indicated on the USPS return receipt, or national overnight
delivery's service, or the certificate or affidavit of personal delivery service. A notice may be
given either by a party or by such party's attorney.
17. Survival. Sections 2, 3. 5 and 7 of this Agreement shall survive the termination of this
Agreement for a period of one (1) year.
[signature page follows]
-6-
34701239.7
IN WITNESS WHEREOF, The County and Richmark have caused this Agreement to be
executed this 15th day of September, 2025.
THE COUNTY:
ATTEST:
WELD COUNTY Clerk to the Board
Bv.
COUNTY OF WELD, COLORADO,
by and through the BOARD OF COUNTY
COMMISSIONERS OF THE
COUNTY OF WELD
Deputy Clerk to the ard ♦��.� Perry L
[Richmark's signature page follows]
PROPERTY OWNER'S SIGNATURE PAGE
ck, Chair SEP 1 5 2025
LIMITED ACCESS AGREEMENT
["F" AND °G" PARCELS]
GREELEY, COLORADO
34701239.7
av25-2559
RICHMARK:
RICHMARK VERTIKAL, LLC, a Colorado
limited liability company
Name: Tyler Richardson
Title: Manager
RICHMARK'S SIGNATURE PAGE
LIMITED ACCESS AGREEMENT
["F" AND °G° PARCELS]
GREELEY, COLORADO
34701239.7
EXHIBIT A
LEGAL DESCRIPTION OF THE PROPERTY
810 10th Street:
The North 125 feet of Lots 1 and 2;
The North 105 feet of Lot 8;
The East 35 feet of Lot 12;
The North 60 feet of Lot 15;
All of Lots 3, 4, 5, 6, 7, 13 and 14;
EXCEPTING THEREFROM the East 3 feet of the South 65 feet of said Lot 3;
All in Block 77, in the City of Greeley, Weld County, Colorado.
906-908 10th Street:
The East 20 feet of the North 100 feet of Lot 3, Block 76, City of Greeley, County of Weld, State
of Colorado.
910 10th Street:
All of that part of the North 100 feet of Lot 3, lying West of the East 20 feet thereof, and also the
East 20 feet of the North 100 feet of Lot 4, all in Block 76, in the City of Greeley,
County of Weld, State of Colorado.
912 10th Street:
That part of the North 100 feet of Lot 4, lying West of the East 20 feet, Block 76, City of
Greeley, County of Weld, State of Colorado.
918 10th Street:
Lots 5, 6 and the E 1/2 of Lot 7, Block 76, in the City of Greeley, County of Weld, State of
Colorado.
819 11th Street:
The East Thirty feet (E30') of Lot Eleven (11), and the west Fifteen feet (W15') of Lot Twelve
(12), in Block Seventy-seven (77), in the City of Greeley, County of Weld, State of Colorado.
EXHIBIT A
LIMITED ACCESS AGREEMENT
[°F° AND "G" PARCELS]
GREELEY, COLORADO
34701239.7
1013 8th Avenue:
The South 65 feet of Lots 1 and 2,
and the East 3 feet of the South 65 feet of Lot 3, Block 77,
City of Greeley,
Weld County, Colorado, except the South 32 1/2 feet of said Lot 1.
1015 8th Avenue:
THE SOUTH 32 1/2 FEET OF LOT 1, BLOCK 77,
CITY OF GREELEY,
WELD COUNTY, COLORADO.
1020 9th Avenue:
The North 50 feet of Lots 9 and 10, and the West 20 feet of the North 50 feet of Lot 11, Block
77, in the City of Greeley, County of Weld, State of Colorado.
1024 9th Avenue:
The South 140 feet of Lots 9 and 10, and the West 20 feet of the South 140 feet of
Lot 11, Block 77, City of Greeley,
County of Weld,
State of Colorado.
EXHIBIT A
LIMITED ACCESS AGREEMENT
["F" AND "G" PARCELS]
GREELEY, COLORADO
34701239.7
Hello