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AGENDA ERA Meeting

September 17, 2019 Immediately Following City Council Meeting

An informational packet containing all agenda material is available for public inspection on our website at www.cityofevans.org. The agenda is posted on the bulletin board adjacent to the Council Chambers.

1. CALL TO ORDER

2. ROLL CALL

Chair: Brian Rudy Vice Chair: Mark Clark Commissioners: Alicia Johnson Laura Speer Tammy Mortenson Amanda Castle Fred Neal

3. APPROVAL OF AGENDA

4. CONSENT AGENDA A. Approval of the May 21, 2019 Evans Redevelopment Agency Meeting Minutes

5. NEW BUSINESS A. Consideration of Agreement for Exclusive Right to Negotiate with Flexible Real

Estate Company LLC

B. ERA 2020 Budget

6. ADJOURNMENT

http://www.cityofevans.org/

CITY COUNCIL AGENDA REPORT

DATE: September 17, 2019

AGENDA ITEM: 4.A

SUBJECT: Approval of the May 21, 2019 Evans Redevelopment Agency Meeting Minutes

PRESENTED BY: Karen Frawley, City Clerk

AGENDA ITEM DESCRIPTION: Approval of minutes

FINANCIAL SUMMARY: N/A

RECOMMENDATION: N/A

SUGGESTED MOTIONS: “I move to approve the minutes as presented.”

ATTACHMENTS: May 21, 2019 Evans Redevelopment Agency Meeting Minutes

MINUTES

EVANS REDEVELOPMENT AGENCY

May 21, 2019

CALL TO ORDER

Chair Rudy called the meeting to order at 7:51 p.m.

ROLL CALL

Present: Chair Rudy, Vice-Chair Clark, Commissioners Mortenson,

Johnson, Speer, Castle, and Neal.

APPROVAL OF AGENDA

Vice-Chair Clark made the motion, seconded by Commissioner Castle to approve

the Agenda as presented. The motion passed, with all voting in favor thereof.

CONSENT AGENDA

A. Approval of the April 16, 2019 Minutes

Vice-Chair Clark made the motion, seconded by Commissioner Johnson to

approve the minutes as presented. The motion passed, with all voting in favor

thereof.

NEW BUSINESS

A. Consideration of Resolution Number ERA-0002-2019 A Resolution Revising

the 2019 Budget for the Evans Redevelopment Agency

Mr. Becklenberg informed the Commissioners that this is similar to the budget

revision that was heard earlier, this is a budget revision for the Evans

Redevelopment Agency for consideration of approval.

Jacque Troudt, Finance Director, informed the Commissioners that there is one

item for consideration which is increasing the revenue and related expenditures

by $350,000.00 by transferring money from the City’s general fund for

demolition of the existing buildings on the Redevelopment Agencies property.

Vice-Chair Clark stated that he is happy to see the demolition of these buildings

and it will make that property much more marketable for future development.

Commissioner Castle made the motion, seconded by Commissioner Neal to

approve the 2019 Budget Revision. The motion passed, with all voting in favor

thereof.

ADJOURNMENT

The meeting adjourned at 7:54 p.m.

ERA AGENDA REPORT


AGENDA ITEM: 5.A

SUBJECT: Consideration of Agreement for Exclusive Right to Negotiate with Flexible Real Estate Company LLC

PRESENTED BY: Jim Becklenberg, Executive Director Allison Moeding, Economic Development Manager

AGENDA ITEM DESCRIPTION: Following the Redevelopment Agency’s direction in April, 2019, ERA staff issued a Request for Qualifications (RFQ) on July 9, 2019 seeking experienced development companies interested in a redevelopment partnership for the three parcels on the southeast corner of 31st Street and Highway 85, also known as 3108 State Street (also known informally as the Randy’s Diner property). The published RFQ is included here as Attachment B. Responses were due August 2, 2019. Two responses were received. ERA staff, along with retail consultant Katy Press, interviewed both respondents in mid-August and determined that Flexible Real Estate Company LLC was the better fit for the ERA. The City Retail Strike Team participated in a follow up interview in late August and agreed that ERA staff should proceed with negotiation of an agreement that will allow both parties to explore possible tenants for the property together. The qualifications submitted by Flexible Real Estate Company LLC during the RFQ process were unanimously determined to be preferable because of the company’s willingness to work with ERA staff and Board to determine the highest and best use for the site. Furthermore, the two company principals have a combined 70 years of real estate development experience in the Denver and Northern Colorado area, including a recent urban renewal project in the Town of Superior of a similar size to the Agency’s property that now includes Starbucks, Firehouse Subs and T-Mobile. The recommended Agreement will designate Flexible Real Estate Company LLC as the Master Developer of the 3108 State Street site for a period not to exceed 120 days. This feasibility period will provide the developer time to pitch the site to specific users on behalf of the ERA, as well as conduct market research and/or feasibility studies, and generally work with ERA staff to identify key information needed to generate a mutually acceptable Redevelopment Agreement. In return, the ERA will be obligated to continue with maintenance of the property during this feasibility period, and we agree not to enter into any other agreements for sale of the property or redevelopment during this time. We also agree to work as a partner, ensuring adequate staff and consultant resources are available to assist the developer in the effort to determine a mutually acceptable plan for redevelopment. The Agreement has been reviewed by ERA attorney Corey Hoffman.

FINANCIAL SUMMARY: None at this time. Financial responsibilities will be determined as part of the future Redevelopment Agreement for the project.

RECOMMENDATION: Staff recommends that the City Council approve the agreement as presented.

SUGGESTED MOTIONS: "I move to approve.”

"I move to deny "

ATTACHMENTS: ATTACHMENT A: Agreement for Exclusive Right to Negotiate ATTACHMENT B: Evans Redevelopment Agency RFQ for 3108 State Street ATTACHMENT C: Flexible Real Estate Company LLC RFQ Response

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EXCLUSIVE NEGOTIATION AGREEMENT

This EXCLUSIVE NEGOTIATION AGREEMENT (this "Agreement") is made and

entered into this ____ day of _______, 2019 (the "Effective Date"), by and between Evans

Redevelopment Agency ("ERA"), and Flexible Real Estate Company, LLC ("Flexible Real

Estate"). ERA and Flexible Real Estate are sometimes hereinafter collectively referred to as the

"Parties" and individually as a "Party."

Preliminary Statement

ERA and Flexible Real Estate have had discussions with respect to the development by

Flexible Real Estate of a development project (the "Project") at the southeast corner of 31st Street

and Highway 85 (the "Site") in Evans, Colorado. The Project shall include the development of

the Site of approximately 2.5 acres. The specific development program for the Project will be

agreed to by the Parties during the Feasibility Period (defined herein). ERA and Flexible Real

Estate desire to extend the scope of their discussions in order to evaluate the feasibility of

development of the Project and to negotiate exclusively with one another such agreements and

documents as ERA and Flexible Real Estate may deem necessary for the Project. To facilitate

further discussion, this Agreement outlines and summarizes certain the major activities necessary

to initiate the negotiation of a formal development agreement between the Parties (the

"Development Agreement").

Agreement

NOW, THEREFORE, FOR VALUABLE CONSIDERATION, the receipt and

sufficiency of which are hereby acknowledged, the Parties mutually agree as follows:

1. Designation as Master Developer. As an inducement to Flexible Real Estate to

accomplish the redevelopment of the Site as above described, and subject to the provisions of

this Agreement, ERA hereby determines it to be in the public interest to designate Flexible Real

Estate as the sole and exclusive Developer of the Site, and does hereby designate Flexible Real

Estate as the "Master Developer" for the Site for a period not to exceed four (4) months from the

date of this Agreement (the "Feasibility Period"), as more particularly described below.

2. Mutual Agreement to Negotiate Exclusively; Good Faith Negotiations.

a. During the Feasibility Period (as defined herein), Flexible Real Estate and ERA

shall negotiate exclusively and in good faith with each other concerning the proposed

development and operation of the Project and the terms and conditions of the contemplated

Development Agreement. So long as the Parties collectively agree to proceed toward developing

the Project, each Party shall promptly engage fully and cooperatively with the other Party with

the goal of finalizing a Development Agreement after the expiration of the Feasibility Period. In

this regard, each Party shall use its best efforts to attend scheduled meetings, to direct its

respective consultants to cooperate with the other Party, to provide information to the other Party

that may be necessary to further completion of the Development Agreement, and to promptly

review and return with comments all correspondence, reports, documents, or agreements

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received from the other Party that require such comments, as well as performing the respective

obligations set forth below.

b. Flexible Real Estate Obligations. During the Feasibility Period, Flexible Real

Estate shall have the following obligations:

i. Undertake all commercially reasonable efforts to determine the terms and

conditions upon which the Site shall redevelop;

ii. Perform market research and conduct marketing and interviews with prospective

tenants to determine tenant demand;

iii. Perform feasibility analysis to determine Project viability; and

iv. Prepare preliminary schedule for entitlement, conveyance of the Site, financing,

construction and development of the Project.

c. Feasibility Period; ERA Obligations. ERA shall have the following obligations

during the Feasibility Period:

i. ERA shall not enter into any agreements to redevelop the Site or cause the Site to

be sold to a third party during the term of the Feasibility Period and thereafter, to the

extent the Parties have agreed to negotiate a Development Agreement, unless the

Agreement is terminated sooner as defined below;

ii. ERA shall commit such staff and consultant resources as are necessary to

participate fully in negotiations with Flexible Real Estate and to provide Flexible Real

Estate such support and information as necessary to determine the feasibility of the

Project with the goal of entering into a Development Agreement;

iii. ERA shall provide Flexible Real Estate with information regarding the Project in

ERA’s possession or control that to the best of ERA's knowledge will assist Flexible Real

Estate in performing its obligations under this Agreement, including but not limited to

review and comment on conceptual designs, information regarding the City of Evans’

entitlement process and schedule, and information regarding any infrastructure and

services available or provided by the City of Evans;

iv. ERA shall manage and maintain all property it owns on the Site;

v. ERA shall provide Flexible Real Estate with any community studies used to

collect data regarding market feasibility and community feedback regarding retail

demand;

(vi) ERA shall grant Flexible Real Estate and its prospective tenants, contractors,

agents, investors, employees and lenders access to the Site at all reasonable times for

purposes of determining whether the Project is viable and financeable;

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(vii) ERA shall grant Flexible Real Estate the right to place marketing materials,

including signage, on the Site; and

(viii) ERA shall not further encumber the Site or grant any leases, licenses or easements

burdening the Site without the prior written consent of Flexible Real Estate.

3. Termination. This Agreement shall terminate upon the occurrence of one of the

following events, whichever first occurs:

a. The Parties hereto enter into a Development Agreement for the Site, which

includes specific terms and conditions for the redevelopment of the Site;

b. The expiration of this Agreement by its terms on January 17, 2020; or

c. Upon written notice by one Party to the other indicating its election to terminate

this Agreement.

4. Expenses Upon Termination. In the event this Agreement is terminated during the

Feasibility Period by either Party, pursuant to Section 3 above, the Parties shall each bear their

own costs and expenses associated with any work product developed during the Feasibility

Period described herein.

5. Goal of Negotiations.

a. Development Agreement. The primary goal of the negotiations is to allow

Flexible Real Estate time to investigate the market feasibility of the Project, and for the

negotiation and execution of a Development Agreement after the expiration of the Feasibility

Period that outlines all the various information needed for the development of the Project. It is

contemplated that, once mutually executed by the Parties, the Development Agreement will be a

binding agreement that will address the Parties’ rights and obligations related to major

development, entitlement, property acquisition and financial matters, and will establish the major

milestones necessary to advance the Project.

b. The Development Agreement will likely include the following components as

well as other agreements and plans as agreed to by the Parties during and after expiration of the

Feasibility Period:

i. Master Preliminary Development Plan. The Master Development Plan will

illustrate the development vision for the Project.

ii. Conceptual Site Plan. A Conceptual Site Plan showing one or more options for

the arrangement of structures and infrastructure on the Site.

iii. Financing Plan. A description of the sources and uses of public and private funds

for the construction of necessary public and private infrastructure and of necessary

structures and improvements to serve the Project

iv. Leasing Plan. A plan for securing tenants and users for the Project.

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v. Conveyance Agreement. A plan to establish the terms and the timing of the

conveyance of property to Flexible Real Estate or other appropriate entities as may be

necessary for the development of the Project.

vi. Schedule. A preliminary schedule of performance for the Project.

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6. Confidentiality.

a. ERA acknowledges that during the Feasibility Period, Flexible Real Estate may

share with ERA certain information which is proprietary, confidential business information

prepared by Flexible Real Estate. ERA agrees that to the extent permitted by law it will protect

the confidentiality of such information, in compliance with the Colorado Open Records Act

(CORA), C.R.S. § 24-72-200.1, et seq. In the event that a request is received pursuant to CORA

which would include such information, ERA agrees that it will notify Flexible Real Estate

immediately, and provide Flexible Real Estate with an opportunity to review any documents

ERA believes should be disclosed pursuant to the request.

7. Good Faith.

The Parties agree to exercise good faith in the performance of this Agreement.

IN WITNESS, WHEREOF, the Parties hereto have executed this Agreement as of the

date first above written.

Evans Redevelopment Agency Flexible Real Estate

By: ___________________________ By: __________________________

Dated: ________________________ Dated: ________________________

Evans Redevelopment Agency Request for Developer Qualifications (RFQ)

Subject Property: 3108 State Street Evans, CO 80620

July 8, 2019

Prepared by Evans Redevelopment Agency

Office of Economic Development 1100 37th Street Evans, CO 80620

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Purpose of RFQ This document is intended to direct the Evans Redevelopment Agency (ERA) in its selection of a partner for the redevelopment project described herein. The selection process will be based on the shared vision for the project, the developer’s qualifications, and the financial ability to perform in accordance with a negotiated development agreement. While the RFQ requires a conceptual development plan, the purpose is to demonstrate compatibility with the ERA’s vision and is not intended to negotiate project design or financing specifics. Rather, collaborative design and project negotiation will occur in steps subsequent to the RFQ.

Property Description The property subject to redevelopment is located in Evans, CO, at the southeast corner of Highway 85 and 31st Street, a fully signalized intersection with excellent visibility and site access. The 2.56-acre property is adjacent to US Highway 85, a major regional highway connecting Denver with Greeley and Cheyenne, Wyoming, and has AADT counts of 24,000 vehicles per day (2017 data). The intersection of Highway 34 and Highway 85, with daily average traffic counts of 34,000 vehicles per day, is located ½ mile north of the redevelopment site. The property is part of a 335-acre Urban Renewal Area that includes 164 properties along both sides of Highway 85.

Evans is a community of approximately 23,000 residents, located 50 miles northeast of Denver in Weld County. It is located adjacent to the city of Greeley, Colorado to the north. Along with other nearby communities, Evans and Greeley comprise a trade area of 140,000 residents. Between 2016 and 2017, the Greeley Metropolitan Statistical Area (MSA) was the third-fastest growing metropolitan area in the nation, and that growth is continuing.

Area Demographics 1-mile 3-mile 5-mile 2018 Population 12,663 76,898 123,781 2023 Population Est. 13,325 81,031 130,720 2018 Households 4,389 27,157 43,923 2023 Households Est. 4,596 28,602 46,365 2018 Avg HH Income $43,452 $56,575 $65,978 2023 Avg HH Income Est. $62,764 $65,646 $75,544

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The property is comprised of three parcels totaling 2.5 acres in size. The properties were acquired by the Evans Redevelopment Agency in June 2016. The area is currently zoned “85-RC-R, US 85 Retail and Commercial: Regional Corridor;” however, the City and ERA anticipate the likelihood of rezoning in accordance with the successful redevelopment proposal.

Because Evans lies at the south end of the trade area, motorists traveling from Denver arrive first in Evans. The nearest national chain restaurants on the Highway 85 corridor are located in Fort Lupton, 23 miles away, enhancing the site’s attractiveness for tenants wanting to capture these travelers as they reach the Evans/Greeley metropolitan area.

Site Vision The ERA has established the following goals for redevelopment of this property:

• Creation of an active and vibrant corner that will set the stage for further development along the Highway 85 corridor;

• Incorporation of high-quality retail, hospitality and/or non-retail commercial uses; • Preference to incorporate additional land that creates a larger development footprint; • Enhancement of sales tax collections for the City of Evans.

In late 2018 and early 2019, the ERA and the City of Evans invited stakeholders to participate in a community wide visioning effort intended to identify desired and appropriate uses for properties along this corridor. Working with consultant Muller Engineering, the results of the visioning exercise include the rendering at right, as well as additional images included in Exhibit B.

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Significant Opportunities/Constraints The ERA expects to sell the property to the development partner as part of the project, according to the terms of a negotiated development agreement. Regardless of land use, the City and ERA plan to complete significant improvements including stormwater infrastructure, landscaping and beautification along the Highway 85 corridor at 31st Street and eventually at other target intersections at 37th Street and 42nd Street.

Demolition of existing buildings on the site is planned to take place in the summer of 2019.

Environmental mitigation is underway to address fuel contamination generally located in the central/north portion of the property. The current estimated timeframe for mitigation completion is summer 2020. Significant development on the contaminated portion of the site presumably cannot occur until the site is clean. Exhibit G contains additional details.

Several infrastructure components need to be addressed by the selected developer, the City of Evans, and the ERA. Specifically, those improvements include:

• Traffic safety improvements to 31st Avenue at State Street, requiring closure of the existing State St. entrance and moving it east with a new full movement access point matching up with the property on the north side of 31st. The City has identified an early design for site access improvements but has not formally begun the process. (Exhibit C)

• Vacation/use agreement for the existing portion of State Street shown in Figure 1, approximately 0.5 acres, by CDOT.

• Vacation/use agreement for CDOT right-of-way that is adjacent to US Highway 85 as also shown in Figure 1, approximately 0.5 acres; this is partially paved and was previously used by the adjacent motel as overflow parking. The City of Evans is actively working to finalize an intergovernmental agreement that will allow this space to be available for use together with the ERA parcels.

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Figure 1. Rights of Way to be Acquired Available Incentives The ERA is prepared to participate financially with the selected developer to realize the public benefit components of the vision outlined above for the site. All tools authorized by Colorado Urban Renewal Law will be considered, based on demonstrated need for project viability. Forms of assistance may include, but are not necessarily limited to:

• Colorado Enterprise Zone program benefits, which provide state income tax credits to encourage businesses to locate/expand in designated economically distressed areas of the state, including the Highway 85 Corridor in Evans. Companies that locate or expand within the physical boundaries of the EZ are eligible to earn various state income tax credits based on specific activities primarily in equipment investment, vacant building renovations; job creation/training, research and development activities, etc. Retail

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businesses may qualify for some EZ benefits; precertification is required and a consultation with program manager Upstate Colorado is recommended.

• Federal Opportunity Zone program benefits, which were enacted as part of the 2017 Tax Cuts and Jobs Act to address uneven economic recovery and persistent lack of growth in specific areas. The program is a federal tax incentive that encourages investors to invest in low-income urban and rural communities through the favorable treatment of reinvested capital gains and forgiveness of tax on new capital gains, and is expected to provide an impetus for private investors to support distressed communities through private equity investments in businesses and real estate ventures. The incentive is deferral, reduction and potential elimination of certain federal capital gains taxes.

• Property Tax Increment Financing; • Sales tax revenue sharing; and • Discounted land sale pricing.

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Criteria for Development Partner Selection

1. Demonstrated ability, based on developer’s vision as expressed in the proposal and the development experience of the proposer to achieve the Agency’s vision for the property on time and on budget.

2. Ability of the developer to acquire or control, for development purposes, other properties adjacent to the Agency’s property resulting in a larger area of redevelopment impact on the site and surrounding properties.

3. Commitment and creativity of the developer to accommodate and incorporate the issues identified as “significant opportunities/constraints” in this RFQ.

Development Process Upon selection of a qualified developer, the ERA anticipates entering into a letter of intent or predevelopment agreement to allow for due diligence activities and completion of a final development agreement. The ERA expects this pre-development agreement to be in effect for six months or until a final development agreement is reached.

Requirements for Developer Submittal

• Narrative and graphic description of the proposed project and its components, including specific land use, approximate square footage of buildings, required parking spaces, etc.

• Preliminary conceptual site plan at 1” = 50’ or 100’ scale or equivalent metric scale illustrating all elements proposed in the project. This site plan shall provide 11” x 17” or 8.5” x 11” reductions of the site plan as part of the response.

• Estimated schedule for the proposed development which addresses all phases, including acquisition, annexation/zoning, design, construction, project opening, etc.

• Description of the development entity, including all known team members e.g., architects, engineers, contractors, legal representatives, real estate brokers/marketing representatives, and retail consultants. Provide resumes and references for each key team member.

• Name, title, street address, phone and e-mail address of developer’s authorized point of contact for the submittal.

• Describe the entity’s relevant project experience and success with projects similar to the project envisioned in this RFP.

• Schedule including proposed due diligence process and any schedule contingencies.

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Proposal Submission Instructions and Schedule The schedule for receipt and evaluation of proposals is anticipated to be as follows:

• RFQ posted: July 8, 2019 • Addendums posted to city website: NLT July 19, 2019 • Deadline for proposals: August 2, 2019 • Finalist team(s) notified: NLT August 23, 2019 • Finalist presentation(s) to ERA Board: September 2019 • ERA approval of predevelopment agreement: December 2019

Exhibits

A. Highway 85 Urban Renewal District map B. Highway 85 Visioning Plan Renderings C. Property diagram showing CDOT vacations and potential access points D. Environmental Remediation Status Summary E. Diagram of existing City utilities F. Property diagram showing property ownership G. Monitoring and Remediation Report Summary

Contact Information: Allison Moeding, Economic Development Manager City of Evans, Colorado - 1100 37th Street, Evans, CO 80620 Email – [email protected] Office - 970.475.1112

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EXHIBITS

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EXHIBIT A. URBAN RENEWAL DISTRICT MAP North portion of the Highway 85 Corridor

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EXHIBIT B. HIGHWAY 85 VISIONING RENDERINGS

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EXHIBIT C. PROPOSED STATE STREET ACCESS Possible Traffic Access Changes to Site

Early renderings of potential access improvements illustrate the elimination of State Street access onto 31st St. and relocation of the access point further to the east.

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EXHIBIT D: ENVIRONMENTAL REMEDIATION STATUS Monitoring and Remediation Report Summary

Remediation activities on the ERA site are ongoing through the Colorado Department of Labor and Employment’s Storage Tank Remediation Program. The property was used as a bulk fuel facility and retail fuel station from approximately 1969-1999.

The most recent communication from Paragon Consulting Group regarding the site’s condition was dated February 25, 2019. An excerpt from the letter:

In general, we have seen a decreasing trend in contaminant concentrations observed in groundwater samples collected from the site during recent monitoring events. It appears that the expanded in-situ, air-sparge remediation system continues to be effective. The current remediation plan includes operating this system through June 2019 and then performing four (4) quarters of post-remediation groundwater monitoring through June 2020. As you mentioned, this plan could change based on the results of future monitoring events. The next monitoring events are scheduled for March and June 2019 and we will be submitting a semi-annual report to summarize those events following the June 2019 event.

A summary of the February 2019 Monitoring and Remediation Report is included in Exhibit G. The complete 120-page report, including technical data, is available upon request.

The next report is expected in August 2019, following monitoring events scheduled for March 2019 and June 2019.

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EXHIBIT E: EXISTING CITY UTILITIES

Utility providers at this site include City of Evans (potable water, non-potable water, sanitary sewer, and stormwater); Xcel (electricity); and Atmos (natural gas).

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EXHIBIT F. OWNERSHIP OF SURROUNDING PROPERTIES

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EXHIBIT G. SEMI ANNUAL MONITORING & REMEDIATION REPORT

The most recent report from Paragon Consulting Group is included on the following pages. The next monitoring report is expected in August 2019.

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E N V I R O N M E N T A L E N G I N E E R I N G , W A T E R R E S O U R C E S A N D G E O H Y D R O L O G Y

S I N C E 1 9 9 7

“SERVICE, QUALITY, AND INNOVATION” “SERVICE, QUALITY, AND INNOVATION”

6901 Broadway Denver, CO 80221 Phone (303) 428-7610 Fax (303) 428-7620 www.paragoncg.com

DAVID M. RAU, P.E., BCEE SCOTT A. RUTHERFORD, P.E. BRICK SMITH, P.E. BRAD C. WOHLER HEATHER S. ALDERMAN DAVID L. WALKER

SENT ELECTRONICALLY TO https://cdleftp.cdle.state.co.us/ February 25, 2019 Mr. Thomas P. Fox, P.G., Environmental Protection Specialist Colorado Department of Labor and Employment Division of Oil and Public Safety Storage Tank Remediation Program 633 17th Street, Suite 500 Denver, CO 80202-3660 RE: September and December 2018 – Semi-Annual Monitoring and Remediation Report Flounder, LLC/Former Rothman Oil Company (Event ID 4350) 3100 State Street

Evans, Colorado Project Number 1097007 Dear Mr. Fox: Enclosed is the September and December 2018, Semi-Annual Monitoring and Remediation Report (MRR) for the above-referenced site. Per the request of the Colorado Department of Labor and Employment, Division of Oil and Public Safety (OPS), this report is divided into sections for background information, conceptual site model, current activities and recommendations.

1. BACKGROUND

The following is a brief summary of background information for this site. The information in this section has been summarized in previous reports submitted for this site. Additional information relative to past site assessment and remediation activities is provided in the Conceptual Site Model (CSM) chapter of this MRR.

Mr. Thomas P. Fox. P.G./OPS Event ID 4350 September and December 2018 Semi-Annual MRR Project Number 1097007 February 25, 2019 Page 2

• Rothman Oil Company (Rothman), the former site owner, operated the site as a bulk fuel facility and retail fuel station from approximately 1969 to 1999. In 1999, Rothman was experiencing financial problems such that active remediation was suspended, and sampling and monitoring were discontinued at the site. Rothman went out of business and portions of the remedial system were confiscated and auctioned by the State of Colorado due to Rothman’s financial problems. Paragon Consulting Group, Inc.’s (Paragon) services for Rothman were terminated on September 25, 1999 because Rothman failed to pay for services rendered by Paragon since January 31, 1999. Paragon notified the OPS that it was no longer involved with the subject site in a letter dated November 22, 1999. Paragon is now providing services on this project for Flounder, LLC (Flounder). Upon completion of the property foreclosure, Flounder removed the remaining six (6) underground storage tanks (USTs) from the site in May 2002. Additional work relative to site remediation was put on hold per agreement with OPS personnel pending an OPS decision relative to Flounder’s reimbursement fund eligibility transfer and the effective date of the eligibility transfer. In the summer of 2003, the OPS informed Flounder that reimbursement eligibility would be effective from the date of completing the foreclosure, which was April 1, 2002.

• A Corrective Action Plan (CAP) was submitted to the OPS for the site on November 19,

2003. The CAP recommended soil-vapor extraction (SVE), in-situ air sparging (IAS) and in-Situ Oxygen Curtain™ (iSOC™) for remedial action at the site and included enhanced-fluid recovery (EFR) events and groundwater monitoring events. The CAP was approved by the OPS in a letter dated June 1, 2004. Paragon installed five (5) IAS wells, six (6) SVE wells, eight (8) iSOC™ wells, one (1) monitoring well and two (2) vapor sampling wells on September 6 through 8, 2005.

• A CAP Modification to extend groundwater monitoring and complete changes to enhance

the performance of the remediation system was submitted to the OPS on January 18, 2010. The CAP Modification was approved by the OPS on June 1, 2010. Changes to the remedial system were implemented in December 2010, which was the first available schedule for the remediation system contractor. The SVE system was shut down on November 8, 2012 due to the implementation of the CAP Modification, which included chemical injections in lieu of additional system operation, and since the air-sparge motor needed to be re-built and the vanes replaced. That CAP Modification was approved by the OPS in a letter dated August 23, 2012.

• No-Further-Action (NFA) Status was requested with the December 2013 MRR. In a letter dated January 15, 2014 the OPS denied the NFA request and provided the remaining OPS


requirements for OPS to consider NFA status. The listed remaining requirements excerpted from that OPS letter and are shown in italics as follows.

OPS requires six consecutive quarters of groundwater monitoring after an injection event to allow for detection of contaminant rebound. In-situ chemical oxidation injections were done at the site on May 24, 2013. This recent monitoring event is only the third post injection monitoring event.

Remediation of soil contamination at the northwest and northeast corners of excavation

1, and at SP-2, needs to be confirmed. The vertical interval from 12 to 16 feet must be assessed. OPS suggests one location midway between these three points, with a soil sample collected for BTEX/TVH/TEH analysis over each one-foot zone of the interval (total four samples), to confirm remedial actions have been completed.

Contaminated soil at MW-5 is underwater; therefore, groundwater analyses will

determine appropriate closure criteria for the soil in this area.

All onsite monitoring wells must have a minimum of four consecutive quarters of groundwater results less than SSTLs for BTEX, and be free of measurable product for the same period while remedial actions are not in effect (e.g. all product removal devices must be removed from wells).

Wells MP-3 and MP-4 were last sampled in July 2012 and benzene was detected

above the SSTL. These wells must be sampled for four consecutive quarters to confirm cleanup.

Well MP-5 must be sampled at least three more quarters to confirm cleanup.

Well MW-12 has not had measureable NAPL for only three quarters. Well RW-2R has been on an annual sampling schedule while remedial actions were

undertaken. This well must also be sampled for four consecutive quarters to document acceptable BTEX concentrations and the absence of NAPL during seasonal groundwater level variations.

Well MW-5 meets the SSTL and no longer requires sampling.

• As described in the March 2014 MRR, it appeared that groundwater in the vicinity of

MP-3 and MP-4 would not be remediated to within the approved SSTLs by the estimated closure date of December 31, 2014. It appeared that additional source-area treatment was needed in the vicinity of wells MP-3 and MP-4 to achieve this


remediation goal. A CAP Modification was submitted to the OPS on May 6, 2014 and was approved by OPS on May 9, 2014 for the following activities.

Prepare an Underground Injection Control (UIC) Rule Authorization request for

injection of chemically-oxygenated granular activated carbon (COGAC®) at the subject site.

Complete six (6) post-injection quarters beginning with the third quarter

(September) 2014 and ending the fourth quarter (December) 2015.

• We prepared and submitted the UIC Rule Authorization request to the Environmental Protection Agency (EPA) on May 20, 2014. The EPA approved the UIC Rule Authorization in a letter dated June 17, 2014.

• In accordance with a January 15, 2014 OPS letter regarding closure requirements, RW-2R sampling was dropped from the monitoring plan beginning with the March 2015 sampling event, because BTEX compounds in groundwater samples collected from RW2-R were not observed above OPS RBSLs for four (4) consecutive quarters during the March, June, September and December 2014 sampling events.

• A CAP Modification was submitted to OPS on May 26, 2015 to perform soil sampling to obtain additional information relative to soil impacts and potential excavation in the vicinity of MP-3 and MP-4. The CAP Modification was submitted after discussion with Mr. Tom Fox because of the observances of NAPL and increases in benzene concentrations observed in groundwater samples collected from MP-3 and MP-4 after the August 2014 injection activities. The CAP Modification was approved by the OPS in a letter dated June 29, 2015. The direct-push soil assessment was completed in June 2015 and reported in the MRR for the June 2015 sampling event.

• We recommended that a CAP modification be submitted to excavate the remaining impacted soils identified during the June 2014 assessment and we prepared a draft CAP modification for the excavation activities. However, OPS concluded in a September 10, 2015 email from Mr. Fox that excavation of the impacted soil was not warranted given the observed soil contaminant concentrations. Mr. Fox suggested evaluating additional air-sparging and possible nutrient injection as an alternative to address the groundwater impacted above the SSTLs.

• Per discussions with Mr. Fox we submitted a CAP modification request to OPS on November 20, 2015 to repair, restart and operate the remediation system at the site;


install one (1) monitoring well to the north-northeast of MP-4; and extend groundwater monitoring at the site. After discussion with Mr. Fox via email, that CAP modification was approved by the OPS in a letter dated December 16, 2015. We initiated the CAP modification activities in December 2015.

• In general accordance with the November 2015 CAP Modification and discussions with Mr. Fox, groundwater monitoring well MP-6 was installed to the north-northeast of MP-4 at the site on December 11, 2015.

• Per the November 2015 CAP Modification, in December 2015 and January 2016 we coordinated with Xcel Energy to install an electric meter to the existing on-site remediation system so that the system could be restarted. Xcel Energy reported that the meter was installed on February 3, 2016. The remediation system was restarted on February 8, 2016.

• A CAP Modification to address the continued impacts in the vicinity of MP-6 was submitted to the OPS on November 3, 2016. We received the CAP Modification Approval letter from the OPS via email on November 21, 2016. Per the approved CAP Modification, we performed in-situ, air-sparge well installation and soil sampling activities at the site on November 28, 2016. Borings SP-7 through SP-9 were completed to depths of approximately 21 feet bgs.

• Since benzene concentrations observed in groundwater samples collected from MP-6 have been observed to fluctuate at concentrations both above and below the RBSL, the Tier II SSTL and the Tier III SSTL, we discussed extending the remediation-system operation period, the monitoring period and the projected date of site closure with Mr. Fox via email in January 2017. Mr. Fox approved an additional six (6) months of remediation-system operation and extending the projected date of closure until July 31, 2019 via email on January 11, 2018.

• We submitted a CAP Modification on October 1, 2018 to the OPS for continued remediation-system operation and additional monitoring. The operation period for the remediation system was extended through June 2019 and the groundwater monitoring was extended through June 2020. The OPS approved the CAP Modification in a letter dated November 2, 2018.


2. CONCEPTUAL SITE MODEL

Paragon’s opinions regarding the CSM are summarized below. The assessment and remediation activities summarized in the CSM have been discussed in more detail in previous reports submitted for the site. Please note that site conditions and remedial strategies have changed over time and that the CSM discussed herein is intended to be representative of current conditions.

2.1 Release Discovery and Site Understanding A release was reported at the site in November 1990 when contamination was observed during the completion of geotechnical borings. The cause of the apparent release from the UST system is unknown; the duration of the release is unknown; and it is not known if the release was chronic or acute. The release from the former UST system is not ongoing. Four (4) approximate 12,000-gallon capacity USTs and two (2) approximate 2,000-gallon capacity USTs, were removed from the site in May 2002 by Schrader Oil Company. Active USTs are not present at the site at this time.

2.2 Chemicals of Concern and Extent of Contamination The primary chemicals of concern (COC) are benzene-toluene-ethylbenzene-xylenes (BTEX) in groundwater. Measured non-aqueous phase liquid (NAPL) has not been observed in monitoring wells since approximately December 2016. Methyl-tertiary-butyl-ether (MTBE) in groundwater is not a COC for this site at this time. The OPS eliminated the MTBE exposure pathway in January 2014. Based on the January 2014 soil-confirmation sampling analytical results, and the soil sampling performed during probing and well installation activities in June and December 2015, it appears that impacted soil has been remediated to within OPS guidelines at the site. BTEX in soil is not a COC at this time. Total-petroleum hydrocarbons, gasoline-range organics (TPH-GRO) and total-petroleum hydrocarbons, diesel-range organics (TPH-DRO) in soil are secondary COC at this time. TPH-GRO was observed at concentrations ranging from not observed above the laboratory detection limit to 1,562 mg/Kg in the soil samples analyzed from the June 2015 direct-push locations. TPH-DRO was observed at concentrations ranging from not observed above the laboratory detection limit to 5,839 mg/Kg in the soil samples analyzed from the June 2015 direct-push locations. PAH concentrations have not been observed above their respective RBSLs in soil samples analyzed from the site and PAHs are not considered COC at this time.

Petroleum-hydrocarbon contamination has been observed in groundwater samples collected near the former UST and aboveground storage tank (AST) locations. Groundwater impacts have appeared to follow the predominant groundwater flow direction to the northeast across


the site. Additional information relative to the distribution of the dissolved-phase contaminant plume is discussed in the Current Activities Section of this MRR. NAPL was observed in MW-2, MW-5, MW-12, RW-1, RW-2R and MP-1 through MP-5 during monitoring events at thicknesses ranging from approximately 0.01 to 4.07 feet from June 1992 to March 2013. NAPL was not observed in monitoring wells accessed at the site from March 2013 until September 2014. NAPL was observed in MP-4 in September 2014. An emulsion of apparent NAPL, approximately 0.03 feet thick, was observed on the groundwater surface in MP-4 in March 2016. An apparent sheen of NAPL was observed on the groundwater surface in MP-6 in December 2016. Soil-vapor monitoring was performed at soil-vapor monitoring wells VW-1 and VW-2 from approximately December 2005 through June 2007. BTEX compounds were not observed in soil-vapor samples at concentrations which exceeded their respective Tier 1 RBSLs for residential soil-vapor in samples collected from the site during the period from approximately December 2005 through June 2007. In accordance with the approved 2003 CAP, soil-vapor monitoring was discontinued once the SVE system began operation at the site. BTEX in soil vapor are not COC for this site at this time.

2.3 Hydrogeologic Conditions Based on observations made during completion of soil probes and soil borings, the subsurface conditions can be generalized as follows. Varying amounts of medium to coarse silty sand and sandy silt was observed in the borings from ground surface to depths ranging from approximately 11 to 14 feet bgs. This material was underlain by sandy clay or clay to the bottoms of the boring at depths ranging from approximately 20 to 30 feet bgs. Soil observations are also summarized on the boring logs, which are embedded with this MRR. The logs contain visual and tactual classifications of the materials encountered during drilling, as well as the driller’s interpretation of subsurface conditions based on drilling resistance. The descriptions of the soils encountered in the borings are in general accordance with the General Notes, which are also attached to this MRR. Final logs represent an interpretation of the field logs. The stratification boundaries shown on the attached logs represent the approximate locations of changes in soil types; in-situ, the transition of materials may be gradual. Terracon Environmental, Inc. (Terracon) performed slug-out tests to estimate the hydraulic conductivity at the site. This was accomplished by bailing water out of wells MW-5 and MW-7 and recording the water recharge with a transducer placed in the wells. The hydraulic conductivity, based on slug-out test data, was estimated to range from approximately 5.2 x 10-4 centimeters per second (cm/s) to 3.9 x 10-6 cm/s in wells MW-5 and MW-7. Based on estimated hydraulic gradients of 0.005 to 0.015, assumed effective porosities of 0.06 to 0.22


and the range of hydraulic conductivities, a seepage velocity range of approximately 1 to 12 feet per year was estimated for the site by Terracon. Groundwater has been observed at depths ranging from approximately 7.9 feet (MW-2 9/9/94) to 24.6 feet (RW-1 5/15/99) below the top-of-casing (TOC) in the accessed monitoring wells between approximately August 1991 and December 2018. The general groundwater flow direction at the site appears to be to the northeast, with northerly flow components. In addition, radial flow components towards an apparent depression of the groundwater surface in the vicinity of MP-6 have been observed during recent monitoring events. The hydraulic gradients have generally ranged from approximately 0.05 to 0.1 during the recent monitoring history of the site.

2.4 Points of Exposure and Exposure Pathways Based on the assessment activities summarized in previous reports submitted for this site, and based on the monitoring activities summarized herein, it appears that the groundwater ingestion exposure pathway is complete at this time. The continued operation of the AS system is intended to address this completed pathway. Other exposure pathways (groundwater to enclosed space vapors; surficial soil ingestion, dermal contact or inhalation; subsurface soils to enclosed space vapors; and subsurface soil leaching to groundwater) do not appear to be complete at this time and have been eliminated. There do not appear to be impacted or threatened Points of Exposure (POE) at this time.

2.5 Site-Specific Target Levels In a letter dated January 15, 2014, the OPS provided the following Site-Specific Target Levels (SSTLs) for benzene in groundwater samples collected from the listed wells.

• 57 μg/L in well MP-5, • 54 μg/L in well MP-3, • 45 μg/L in MP-4, and • 10 μg/L in MW-5.

We performed additional fate and transport modeling to estimate SSTLs for BTEX concentrations observed in groundwater samples collected from MP-3, MP-4 and MP-6, which could be used if closure status was pursued through the Tier III scenario. Summaries of these modeling activities, produced by the BP Risc software, are embedded with this MRR. For each Tier III benzene SSTL estimation, the models were run using the approximate northern edge of the adjacent 31st Street right of way as the hypothetical, downgradient receptor. Wells MP-3, MP-4 and MP-6 are located approximately 95 meters (m), 85m and 63m, respectively, from the northern edge of the 31st Street right of way. Based on the models, benzene concentrations of approximately 140 μg/L, 120 μg/L and 78


μg/L, or less, observed in groundwater samples collected from MP-3, MP-4 and MP-6, respectively, would not be predicted to result in benzene concentrations which exceed the RBSL at the northern edge of the 31st Street right of way. Based on the models, toluene, ethylbenzene and total xylenes concentrations of approximately 17,000 μg/L, 26,000 μg/L and 110,000 μg/L, respectively, or less, observed in groundwater samples collected from MP-6, would not be predicted to result in concentrations which exceeded their respective RBSLs at the northern edge of the 31st Street right of way. The model-predicted, Tier III SSTLs for BTEX concentrations observed in groundwater samples collected from the site are also summarized in the Remediation Targets table in the attached MRR. As summarized in the Current Activities section of this MRR, benzene concentrations observed in groundwater samples collected from MP-6 have been observed to fluctuate at concentrations both above and below the Tier II and Tier III SSTLs during recent monitoring events, prior to September 2018, but were not observed at concentrations above the SSTLs during September and December 2018.

2.6 Active Remediation Evaluation Active remediation was warranted at this site based on a comparison of the dissolved contaminant concentrations in groundwater samples versus the RBSLs. Active remediation remains warranted at this site based on a comparison of the dissolved contaminant concentrations in groundwater samples versus the approved SSTLs. A brief summary of active remediation efforts at the site is provided below. These treatment-train activities were reported in more detail in previous reports submitted to the OPS for the site.

• A groundwater recovery and treatment system began operation at the Rothman site during August 1994 and was operated through 1999 in an effort to reduce the mass of NAPL and dissolved-phase petroleum hydrocarbons at the site. Based on the laboratory results and remediation system flow rates, approximately 75 pounds (lbs.) of TPH-GRO and 283 lbs. of TPH-DRO are estimated to have been removed during groundwater treatment activities. Based on these data, this system was effectively removing contaminant mass. Due to Rothman’s financial problems, operation of this system was suspended and portions of the remedial system were later confiscated and auctioned by the State of Colorado.

• Approximately 164 loose cubic yards of apparently petroleum-impacted soil were excavated from the site in May 2002 during UST removal activities to further reduce the mass of petroleum hydrocarbon in the vicinity of the USTs at that time. Based on the analytical results of excavated soils, a significant mass of petroleum contamination was removed from the site during these activities from the vicinity of the former UST basin.


• In general accordance with an approved CAP, EFR events using a vacuum truck were performed at MP-1 through MP-5, MW-5, MW-12, RW-1 and RW-2R from 2003 through 2005 In general, the thicknesses of mobile NAPL observed in these wells decreased during these activities. In addition, the areal extent of the NAPL plume in these portions of the site decreased following these EFR activities.

• In general accordance with an approved CAP, an IAS/SVE system was initially

installed at the site in 2005 and was expanded in 2010. The system was installed to target the former UST basin and the area to the north of the former ASTs. Concentrations of COCs observed in groundwater samples collected from monitoring wells, MP-1, MP-2, MP-3, MP-4 and MW-5 decreased during the operation of this system. Per the request of the OPS, the SVE system was shut down on November 8, 2012. In general accordance with an approved CAP, the IAS system was expanded in 2016 to enhance remediation in the vicinity of MP-6, which is located north of the former UST basin. The evaluation of this expansion is ongoing, and is discussed in more detail in the Current Activities section of this MRR.

• In general accordance with an approved CAP, RegenOx®, PetroCleanze™, sodium persulfate and hydrogen peroxide were injected at the site in in 2012 and which was followed by EFR events in 2013 to further remediate subsurface contamination and reduce contaminant mass in the vicinity of the former UST basin. The injection interval during these activities was from approximately 12 to 18 feet below ground surface. Concentrations of COCs observed in groundwater samples collected from monitoring well MP-5 appeared to decrease following these activities. Obvious decreasing trends in the concentrations of COCs were not apparent in the groundwater samples collected from wells MP-3 and MP-4.

• In general accordance with an approved CAP, COGAC® was injected at the site in 2014 to further remediate and reduce contaminant mass in the vicinity of the former UST basin. Concentrations of COCs observed in groundwater samples collected from monitoring well MP-5 appeared to decrease following these activities. Obvious decreasing trends in the concentrations of COCs were not apparent in the groundwater samples collected from wells MP-3 and MP-4.

• It appears that significant reduction of petroleum hydrocarbon mass and remediation of NAPL and dissolved-phase hydrocarbons has occurred in the vicinity of the remediation system wells, excavation areas and chemical injection areas over the life of the active remediation activities. Concentrations of COCs observed in


groundwater samples collected from monitoring wells at the site have generally decreased during and since the periods of active remediation at the site.

• Since benzene concentrations remain above the RBSLs and SSTLs, where applicable, continued active remediation appears warranted at this site at this time.

2.7 Data Gaps The cause of the apparent release and the duration of the release are unknown and represent data gaps. In Paragon’s opinion, filling these data gaps will not significantly enhance the site understanding required for remediation. Additional data gaps are not apparent at this time.

3. CURRENT ACTIVITIES

The following is a summary of information obtained during this reporting period.

1. Groundwater was observed at depths ranging from approximately 12 to 15 feet below tops of casings during the September 2018 monitoring event and from approximately 10 to 19 feet below tops of casings during the December 2018 monitoring event. NAPL was not observed in the accessed wells during the September or December 2018 monitoring events.

2. The groundwater flow direction observed at the site on September 4, 2018 and December 27, 2018 was generally observed to be to the north, northeast, with apparent radial flow components towards a depression in the vicinity of well MP-6 during the September and December 2018 events. The average hydraulic gradient was estimated to range from approximately 0.02 to 0.2 during the September and December 2018 monitoring events. Due to the apparent depression in the vicinity of MP-6 with groundwater flow towards MP-6, the general groundwater flow direction and hydraulic gradients estimated during recent monitoring events have been different than most historical observations at this site. The apparent depression in the vicinity of MP-6 has been observed since its installation in December 2015, but appeared less prominent in December 2018. It should also be noted that per our discussions with Mr. Fox via email, that we continue to attempt to rehabilitate MP-6 on an approximately monthly basis in an attempt to remove sediment and to promote groundwater flow into MP-6. These activities appear to have been relatively effective, as the groundwater elevation observed in MP-6 has appeared to rise during recent events, which has reduced the depth of the apparent depression. It should be noted that local geohydrologic characteristics may change due to variations in precipitation, recharge, stratigraphy or conditions not apparent at the time of sampling.


3. DO monitoring was performed at accessed monitoring wells on September 4, 2018 and December 27, 2018. DO concentrations ranged from approximately 0.7 milligrams per liter (mg/L) to 2.8 mg/L in the accessed monitoring wells in September 2018. DO concentrations of approximately 2.8 mg/L and 1.3 mg/L were observed in MP-6 and MW-7, respectively, on December 27, 2018. Insufficient volumes of water for accurate DO readings were observed in the remaining accessed wells in December 2018. In general, DO concentrations have appeared to be depressed in monitoring wells located within the apparent dissolved petroleum-hydrocarbon plume, with the exception of MP-6 during recent events, when compared to monitoring wells that do not appear to be located within the apparent dissolved petroleum-hydrocarbon plume, during monitoring history of this site. In general, DO concentrations increased in MP-6 during the 2018 monitoring events, when compared to the prior monitoring history. These increases are attributed to the operation of the expanded AS system.

4. Oxygen-reduction potential (ORP) monitoring was also performed at accessed monitoring wells in September and December 2018. ORP values of approximately -36 millivolts (mv) and approximately 22 mv were recorded in MP-4 and MP-6, respectively, on September 4, 2018. Insufficient volumes of water for accurate ORP readings were observed in the remaining accessed wells in September 2018. ORP values were observed to range from approximately -59 mv to 59 mv in accessed wells for which an ORP value was recorded during the December 2018 monitoring event. In general, lower and more negative ORP values have been observed in wells located within the apparent dissolved petroleum-hydrocarbon plume, when compared to wells located outside of the apparent contaminant plume during previous monitoring events. In general, ORP values were observed to increase in MP-6 during the 2018 monitoring events, when compared to the prior monitoring history.

5. Groundwater samples were collected from MP-3, MP-4 and MP-6 on September 4, 2018 and December 27, 2018 for BTEX analyses. An insufficient volume of groundwater was observed in MP-5 during these monitoring events for sample collection. BTEX compounds were not observed at concentrations which exceeded their respective RBSLs in the groundwater samples collected from the site in September 2018. A benzene isopleth diagram was not prepared for the September 2018 monitoring event. Benzene was observed at a concentration which exceeded the RBSL, but did not exceed the model-predicted Tier II or Tier III SSTLs, in the groundwater sample collected from MP-4 on December 27, 2018. The toluene, ethylbenzene and total xylenes concentrations observed in the groundwater sample collected from MP-4 on December 27, 2018 did not exceed their respective RBSLs. BTEX compounds were not observed at concentrations


which exceeded their respective RBSLs in the remaining groundwater samples collected from the site in December 2018.

6. Benzene concentrations in groundwater appeared to be bracketed within the RBSL during the September and December 2018 sampling events. During recent events, prior to September 2018, benzene did not appear to be bracketed due to the limited number of wells in the current, OPS approved sampling plan Benzene has generally been bracketed on site since approximately September 2014, when groundwater samples were analyzed from wells MP-2, MP-5 and MW-8.

7. In general, benzene concentrations have decreased in the groundwater samples collected from the site during recent monitoring events. These decreases may be attributable to the restart and operation of the remediation system at the site. Benzene concentrations have been observed to fluctuate at concentrations both above and below the RBSL and SSTLs in the groundwater samples collected from MP-6 during recent monitoring events, prior to September 2018. The benzene concentration observed in the groundwater sample collected from MP-6 in June 2018 decreased significantly, when compared to recent monitoring events, and was the lowest benzene concentration observed in groundwater samples collected from MP-6 during the monitoring history of that well, since approximately December 2015. In addition, benzene was not observed at a concentration above the laboratory detection limit in groundwater sample collected from MP-6 during September 2018 and was observed at a relatively low concentration, which did not exceed the RBSL, during December 2018.

8. As first summarized in the March and June 2017 MRR, the remediation system was restarted following the expansion on January 8, 2017. Per request of Mr. Fox, SVE off-gas sampling has not performed during the 2017 or 2018 monitoring events. The AS system has been operational approximately 90% of the time since the September 2017 repairs. Additional information relative to the system operation is summarized on the AS and SVE System Performance Table, which is included in this MRR. In-situ remediation of the dissolved hydrocarbon plume in the vicinity of the expanded AS system is likely occurring as a result of the air-sparging activities. The decrease in benzene concentrations observed since March 2018 is attributed to the more-consistent operation of the AS system, following the September 2017 repairs.

9. During discussion relative to this site in 2017 and early 2018, the Mr. Fox requested that SVE operation be discontinued to save costs. As we discussed, there would be some significant electrician costs to decouple the controls within the system panel to allow AS operation without the SVE running. Operating the SVE during AS operation has been our standard practice. In addition, it has been the guidance of the OPS and other industry


stakeholders to operate the SVE during AS operation to reduce the potential of causing petroleum vapors to migrate around and/or off the site. Per the request of Mr. Fox, quarterly SVE off-gas vapor sampling and analyses were discontinued following the March 2017 monitoring event, but SVE blower operation has continued. Mr. Fox approved continued SVE operation during AS operation in a March 1, 2018 email.

4. RECOMMENDATIONS

The following recommendations are made based on information obtained during this reporting period.

1. Quarterly monitoring of MP-3, MP-4, MP-5 and MP-6 for BTEX should continue at the site. The next monitoring event is scheduled for March 2019. We anticipate reporting on the monitoring data from March 2019 in a semi-annual MRR in combination with the June 2019 monitoring event.

2. The October 2018 CAP modification for continued operation of the AS system should continue to be implemented. It is anticipated that the system will operate through June 2019.

3. The OPS should comment on the model-predicted, Tier III SSTLs which were first summarized in the June 2016 MRR.

5. GENERAL COMMENTS

It should be noted that the attached MRR was prepared using a template provided by and required by the OPS. Paragon has no control relative to formatting; calculations; graphics; macros; notes; explanations of data or missing data other than those provided within the template; or other aspects of the template. The OPS has requested that MRRs be submitted as is. The OPS has indicated that some operational aspects of the template, which are not working as designed will be revised in the future.

The analyses and opinions expressed in this report are based on data obtained from the groundwater monitoring wells installed at the indicated locations along with other information described in this report. This report does not reflect any variations in subsurface geohydrology or contaminant distribution which may occur between wells and or across the site. Actual subsurface conditions may vary and may not become evident without further exploration. Due to the dynamic nature of groundwater flow and contaminant migration, subsurface conditions will vary with time.

This report was prepared for the exclusive use of Flounder, LLC for specific application to the subject property and has been prepared in accordance with generally accepted geo-

R E S P O N S E T O

E V A N S

R E D E V E L O P M E N T A G E N C Y

R E Q U E S T F O R

D E V E L O P E R

Q U A L I F I C A T I O N S

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P R E PA R E D F O R :

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P R E PA R E D B Y :

R i c h a r d H o b b s

F l e x i b l e R e a l E s t a t e C o m p a n y, L L C

3 0 3 5 9 4 4 0 3 4

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A l e x S p e r o s

M a r b l e A q u i s i t i o n s , L L C

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p a g e 1F l e x i b l e R e a l E s t a t e C o m p a n y, L L C & M a r b l e A c q u i s i t i o n s , L L C

Thank you for the oppor tunit y to submit our qual i f icat ions for the above referenced projec t at 3108 State Street , Evans, Colorado.

The RFQ does a great job def in ing the t rade area , projec t , oppor tunit ies, chal lenges and incent ives avai lable so in the interest of t ime and

redundanc y we have not included s imi lar or addit ional information re lat ive to the t rade area and proper t y in our submitta l .

This projec t f i ts our team wel l and we have a long histor y of the successful complet ion of s imi lar projec ts around Colorado. As requested, we wi l l

provide the fol lowing information for your review and considerat ion in the selec t ion of a qual i f ied developer for the projec t .

• Narrat ive of the proposed projec t

• Est imated schedule for the proposed development

• Descr ipt ion of the development ent i t y and team members

• Name, t i t le st reet address, phone and emai l address of point of contac t

• Ent i t y ’s re levant projec t exper ience

I N T R O D U C T I O N3 1 0 8 S t a t e S t r e e t | E v a n s , C O

F l e x i b l e R e a l E s t a t e C o m p a n y, L L C & M a r b l e A c q u i s i t i o n s , L L C p a g e 2

N A R R A T I V E O F P R O P O S E D P R O J E C T3 1 0 8 S t a t e S t r e e t | E v a n s , C O

The v is ion of the projec t most impor tant ly inc ludes a par tnership with the Cit y of Evans. This means that we work together to create a projec t

that works for a l l s takeholders.

The intersec t ion of 31st and H w y 85 is a major intersec t ion in the Cit y of Evans, yet i t does not current ly ref lec t that in i ts current condit ion. The

redevelopment of the s i te is a great chance to do something that demonstrates i ts p lace in the Cit y yet be developed contex tual ly. Much l ike the

render ings provided in the RFQ, we bel ieve that reference to the Cit y be construc ted on the corner in a c lean, prominent and low-prof i le way to

ex tenuate the corner but not obstruc t the development.

Given the proximit y to H ighway 85, the high traf f ic counts and strong demographics surrounding the s i te, we v iew this corner as a convenience

reta i l locat ion. Convenience reta i l general ly inc ludes restaurants, fuel and convenience centers, drug stores, hotels and other s imi lar reta i l

operat ions.

Accordingly, the s i te could be many di f ferent uses. I n the interest of the s i te and work ing towards what is best for both the projec t and the Cit y

of Evans, we would propose to study the proposed projec t in more depth before committ ing to a cer ta in t ype of development, as we may learn

that i ts h ighest and best use at this t ime could be greater or d i f ferent than our in i t ia l v is ion of the s i te. For example, we may f ind a medical user

instead of the l i s ted reta i l uses or in combinat ion thereof.

Once we have determined what we bel ieve is the best and highest use for the s i te, we can begin the process of p lanning and due di l igence. Once

that i s complete, we can begin process ing the projec t with the Cit y of Evans and work ing towards complet ion.


E s t i m a t e d s c h e d u l e f o r t h e p r o p o s e d d e v e l o p m e n t :

With the introduction of acquiring ROW from CDOT, environmental conditions, and road improvements, it is diff icult to

provide a well-defined timeline. If the site did not include these items our t imeline would general ly look l ike this.

Contract Negotiations & City Approval: 75 days

Study Period: 90 days

Due Diligence: 90 days

Permitting: 120-180 days

Closing: 30 days

Construction: 120-180 days

Tenant Construction: 90-180 days

Opening for Business: 30-60 days

The above provides a t imeline of 885 days. While a t imeline is important and we should strive to meet it , we also need

to be aware that this is a f luid process should remain f lexible and open to adapting as we learn more about the project

and site, and most importantly staying focused on completing the right project for the site rather than rushing into doing

something just to get it done.

E S T I M A T E D S C H E D U L E3 1 0 8 S t a t e S t r e e t | E v a n s , C O


D e s c r i p t i o n o f t h e d e v e l o p m e n t e n t i t y a n d t e a m m e m b e r s :

The development entity wil l be a single purpose LLC affi l iated with Flexible Real Estate Company, LLC & Marble

Acquisit ions, LLC. We have worked with the fol lowing groups on previous or current developments and would l ikely work

with them again on this project.

Developer: A Partnership of Flexible Real Estate Company, LLC & Marble Acquisit ions, LLC

Richard Hobbs is the principal of Flexible Real Estate Company, LLC. He has over 30 years of real estate experience

in many different aspects of the business, from development to brokerage and property management. Rich has been

involved in retai l , multi-family and industrial real estate over his career with the most exposure to retai l real estate. He has

provided development services for his own account as well as to cl ients l ike Wal-Mart, Slate Properties and many others

over the years. He recently partnered with the Town of Superior on a highly visible and highly successful project including

Starbucks, TMobile, Firehouse Subs and Bishops Hair Salon. Rich is also currently a principal with Crosbie Real Estate

Group, LLC which is a leading retai l brokerage firm in Colorado. This al lows him to stay on top of what is happening in the

retai l real estate arena and reach out to his associates for help and expertise.

Alex Speros is the principal of Marble Acquisit ions, LLC. He has over 40 years of experience in the real estate world

beginning in 1975 with Pavlakis and Company, then partnering with Antonoff & Company for eighteen years developing

grocery anchored shopping centers around Colorado total ing over 3mm square feet of development. Antonoff merged with

Mil ler and became Antonoff Mil ler and Alex found himself working on larger master planned community projects l ike 2500

acres in Brighton, CO. After a short break, Alex returned to real estate with Bromley Companies in 1999 who developed over

5,000 acres in Brighton and Lochbuie including the City of Brighton’s designated Town Center, The Adams County Judicial

building and campus, the 50 acre Platte Valley Medical Center, over one and a half mil l ion square feet of commercial and

retai l development and over six thousand residential residences before he retired in 2013. Being involved in these projects

he also had involvement in acquiring over 5,000-acre feet of water, tens of thousands acre feet of water storage capacity

and developed over one hundred fifty mil l ion dollars of water system infrastructure including over forty miles of existing

high capacity water transportation l ines via different entit ies and metropolitan districts. Alex chaired the E470 Task Force

Board, the Adams County Economic Development Inc.’s Transportation Committee, the Board of Directors for The Brighton

Chamber of Commerce also the chairman of the Transportation Committee and the Governor ’s Bicycle Advisory Board.

D E S C R I P T I O N O F T H E D E V E L O P M E N T E N T I T Y3 1 0 8 S t a t e S t r e e t | E v a n s , C O


D e s c r i p t i o n o f t h e d e v e l o p m e n t e n t i t y a n d t e a m m e m b e r s c o n t i n u e d :

Engineering: Ridgetop Engineering https://creginc.sharefi le.com/d-sc81b698687f430aa

Point Consulting http://www.pnt-l lc.com/

CSHQA https://www.cshqa.com/

Architecture: Rogue Architecture https://www.roguearchitecture.com/

G3 Architecture https://www.g3architecture.com/

CSHQA https://www.cshqa.com/

Legal: Senn Visciano Canges, PC https://sennlaw.com/

Hoffman, Nies Dave, LLP https://hn-colaw.com/

Construction: Epic Construction https://epic-construction.com/

We need to remain f lexible as the project, workload and other factors may cause us to modify our team to f it the project,

t imelines and cost projections.

D E S C R I P T I O N O F T H E D E V E L O P M E N T E N T I T Y3 1 0 8 S t a t e S t r e e t | E v a n s , C O


N a m e , t i t l e , s t r e e t a d d r e s s , p h o n e & e m a i l a d d r e s s p o i n t o f c o n t a c t :Richard Hobbs: Flexible Real Estate Company, LLC | 2795 Speer Blvd, Suite 10, Denver, CO 80211

303.594.4043 [email protected]

F l e x i b l e R e a l E s t a t e C o m p a n y r e l e v a n t p r o j e c t e x p e r i e n c e :

W H O W E A R E3 1 0 8 S t a t e S t r e e t | E v a n s , C O

FLEXIBLE REAL ESTATE, LLCIN

VESTM

ENT D

EALS

Loveland Shops

NEC Taft Hi l l & EisenhowerLoveland, CO

New Retai l Development - Starbucks, Fred Loya

Sold: Jan. 2007 - Sept. 2016

Plaza at Superior

NEC McCasl in & Marshal lSuperior, CO

New Retai l Development - Starbucks, F i rehouse Subs,

T-Mobi leSold: July 2016 - October 2017

Laramie Campus Shops

1700 Grand AveLaramie, WY

Exist ing Retai l SpaceSold: Feb. 2007 - Aug. 2016

Parker Road

SWC Parker Rd & Bronco PkwyCentennial, CO

Vacant LandSold: Jan. 2011 - Dec. 2013

Academy Shops

7252 North Academy BlvdColorado Springs, CO

Redevelopment of Buca di Beppo- Ver izon, F loyd’s, 5 Guys

Sold: Aug. 2007 - Sept. 2012

C U R R E N T D E A L S

1760 S Havana

1760 S Havana StAurora, CO

Exist ing Retai l Space -Vacant/Value Added - Rusty Taco

Current: January 2014

123 E Bi jou Street

123 E Bi jou St Colorado Springs, CO

Exist ing Retai l Space -Vacant/Value Add

Current: May 2018 - ?

R E C E N T D E A L S

Pueblo Shops

4040 Northern AvePueblo, CO

New Retai l Development -J immy John’s, GNC, at&t

Sold: Aug. 2015 - Jan. 2017


W H O W E A R E3 1 0 8 S t a t e S t r e e t | E v a n s , C O

M a r b l e A c q u i s i t o n s r e l e v a n t p r o j e c t e x p e r i e n c e :

A d a m s C o u n t y J u s t i c e C e n t e r

A l b e r t s o n s K m a r t R e d e v e l o p m e n t

A l a m e d a &B r o a d w a y

D e n v e r , C O

K i n g S o o p e r s

5 0 t h & B r i d g eB r i g h t o n , C O

P l a t t e V a l l e yM e d i c a l C e n t e r

W h o l e F o o d s

C a p i t o l H i l lD e n v e r , C O

T h a n k y o u f o r t h e

o p p o r t u n i t y t o p r e s e n t

o u r q u a l i f i c a t i o n s a n d w e

w e l c o m e t h e o p p o r t u n i t y

t o d i s c u s s p a r t n e r i n g w i t h

t h e C i t y o f E v a n s a n d t h e

p r o p e r t y i n m o r e d e t a i l .

B e s t R e g a r d s ,

R i c h a r d H o b b s

&

A l e x S p e r r o s


AGENDA REPORT


AGENDA ITEM: 5.B

SUBJECT: ERA 2020 Budget

PRESENTED BY: James L. Becklenberg, Executive Director Jacque Troudt, CPA, City Finance Director Allison Moeding, City Economic Development Manager

AGENDA ITEM DESCRIPTION:

The purpose of this work session item is for the Board of Directors to receive information on staff’s

recommended 2020 budget for the Evans Redevelopment Agency (“ERA”). The budget continue

funding for professional services necessary to oversee the advancement of redevelopment within

the ERA boundaries.

FINANCIAL SUMMARY: The proposed 2020 budget resolution is attached along with the updated Long-Range Plan. You

will notice only prior and current years’ data is included in the long-range plans, no projections

for future years. Due to the nature of the limited scope of ERA business, it does not lend itself to

long term planning because the project horizon is usually short term.

The sources of funding for the ERA budget historically include a transfer from the City in the form

of a loan, and property tax income.

RECOMMENDATION: Staff is recommending approval of the proposed 2020 ERA budget.

SUGGESTED MOTIONS: None. Staff is seeking Redevelopment Board questions and feedback regarding the 2020 budget.

With the Board’s direction, staff will present the budget for consideration and adoption

on October 1, 2019.

ATTACHMENTS: Long Range Financial Plan


RESOLUTION NO. ERA-003-2019

A RESOLUTION ADOPTING A BUDGET FOR THE EVANS

REDEVELOPMENT AGENCY, FOR THE CALENDAR YEAR

BEGINNING THE 1ST DAY OF JANUARY, 2020 AND ENDING ON THE

LAST DAY OF DECEMBER, 2020

WHEREAS, the Evans Redevelopment Agency (the “Agency”) is a public body corporate and

politic, and has been duly created, organized, established and authorized by the City of Evans, Colorado (the

“City”) to transact business and exercise its powers as an urban renewal Agency, all under and pursuant to the

Colorado Urban Renewal Law, constituting Part 1 of Article 25 of Title 31, Colorado Revised Statutes, as

amended (the “Act”); and

WHEREAS, the Executive Director has submitted a proposed 2020 budget to the governing body on

October 1, 2019 for its consideration;

NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF COMMISSIONERS OF THE

EVANS REDEVELOPMENT AGENCY, COLORADO:

Section 1. That estimated revenues and transfers in for 2020 for each fund are as follows:

General Fund $2,169

Section 2. That estimated expenditures and transfers out for 2020 for each fund are as follows:

General Fund $143,570

Section 3. That the 2020 Budget hereby approved and adopted shall be signed by the Chair of the Evans

Redevelopment Agency, and made a part of the public records of the Evans Redevelopment Agency.

PASSED AND ADOPTED, SIGNED AND APPROVED, THE 1st DAY OF October, 2019.

ATTEST: EVANS REDEVELOPMENT AGENCY

____________________________ By:________________________________

Secretary/Executive Director Brian Rudy, Chair

2017 2018 2019 2019 2020 2021 2022Actual Actual Budget Budget V2 Budget Projected Projected

Beginning Fund Balance 254,530 257,134 211,686 211,686 176,666 35,264 37,476

Revenues:Loan from City of Evans 13,151 25,181 - 350,000 - - - Property Tax Revenue - - - - 2,169 2,212 2,256 Miscellaneous Revenue 52,457 46,357 38,550 38,550 - - - Total revenues 65,608 71,537 38,550 388,550 2,169 2,212 2,256

Expenditures:Personnel 13,151 25,181 30,000 30,000 100,000 - - Supplies & Services 49,853 91,805 43,570 43,570 43,570 - - Capital - - - 350,000 - - -

Total Expenditures 63,004 116,985 73,570 423,570 143,570 - -

Excess Revenue Over (under) Expenditures 2,604 (45,448) (35,020) (35,020) (141,401) 2,212 2,256

Ending Fund Balance 257,134 211,686 176,666 176,666 35,264 37,476 39,732 CT

Sales Tax Increment Applied 3,125,593 Loan from City Balance 4,728,676 1,628,263 1,628,263 1,978,263 1,978,263 1,978,263 1,978,263

Evans Redevelopment AgencyGeneral Fund Long Range Financial Plan

Line Item Budget

Evans Redevelopment

Agency 2017 Actual 2018 Actual 2019 Budget 2019 Budget V2 2020 BudgetPersonnel 13,151 25,181 30,000 30,000 100,000

Supplies - 18 100 100 100 - 18 100 100 100

Professional and Technical Services 37,256 86,645 36,750 36,750 36,750 Retail Consultants 15,000 - - - - Finance 872 638 750 750 750 Legal - 3,440 20,000 20,000 20,000 Planning - 40,040 - - - Title Work - - - - - Public Relations/Marketing - 4,200 4,000 4,000 4,000 Property Taxes 8,934 - - - - Survey Services - 14,975 - - - Architecture 125 - - - - All Terrain Maintenance 7,550 23,352 12,000 12,000 12,000 Utilities 12,597 4,753 3,000 3,000 3,000 Utilities 5,059 4,753 3,000 3,000 3,000 Memberships & Training - 389 3,720 3,720 3,720 Memberships & Training - 389 3,720 3,720 3,720 Capital Acquisition - - - 350,000 - Land Purchases - - - - - Building demolition 350,000 -

TOTAL PERSONNEL 13,151 25,181 30,000 30,000 100,000

TOTAL SUPPLIES AND SERVICES 49,853 91,805 43,570 43,570 43,570 TOTAL CAPITAL - - - 350,000 - TOTAL BUDGET 63,004 116,985 73,570 423,570 143,570

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