WINTER PARK TOWN COUNCIL MEETING Winter Park Town Hall 50 Vasquez Road Tuesday, March 6, :30 p.m. AGENDA

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1 WINTER PARK TOWN COUNCIL MEETING Winter Park Town Hall 50 Vasquez Road Tuesday, March 6, :30 p.m. 1. Meeting Call To Order a. Pledge of Allegiance b. Roll Call of Council Members 2. Town Hall Meeting AGENDA 3. Consent Agenda a. Approval of February 20, 2018 Regular Meeting Minutes b. Approval of March 1, 2018 Special Meeting Minutes 4. Action Items a. Oath of Office for Town Clerk b. Appointment of Stan Zemler as Interim Town Manager c. Special Event Permit Winter Park Music Festival, Cooper Creek d. Public Hearing (Local Liquor Licensing Authority) Application for Change of Location filed by Mountain Spirits LLC d/b/a Riverside Spirits (to be continued to March 20, 2018) e. Ordinance 509 (Second Reading and Continued Public Hearing), an Ordinance Annexing Property Located in Unincorporated Grand County to the Town, Zoning the Property as Planned Development, and Approving an Associated Final Development Plan for the Property (Roam/Beavers) f. Resolution 1607, a Resolution Approving the Consolidated Service Plan for Roam Metropolitan Districts Nos. 1, 2 and 3 5. Town Manager s Report 6. Mayor s Report 7. Town Council Items for Discussion

2 MINUTES DATE: Tuesday, February 20, 2018 MEETING: PLACE: PRESENT: OTHERS PRESENT: Winter Park Town Council Town Hall Council Chambers Mayor Jimmy Lahrman, Mayor Pro Tem Nick Kutrumbos, Councilors, Jim Myers, Chuck Banks, Mike Periolat, and Barbara Atwater, Acting Town Manager Bill Wengert, and Town Clerk Dani Jardee Housing Director John Crone, Capital Projects and Parks Director Gerry Vernon, Community Development Director James Shockey, Public Works Director Russ Chameroy, and Police Chief Glen Trainor 1. Meeting Call To Order Mayor Jimmy Lahrman called the meeting to order at 8:00 a.m. Mayor Lahrman led those present in reciting the Pledge of Allegiance. 2. Town Hall Meeting Grand Foundation Executive Director, Megan Ledin updated the Town Council on the Donor Advised Housing Fund. The Donor Advised Housing fund is at $215,600 dollars, which is a little shy of the $250,000-dollar matching fund goal. Mrs. Ledin stated they should be able to reach the $250,000-dollar goal within the next quarter. Mrs. Ledin stated that the Housing Fund has awarded out about $50,000 dollars, impacting 18 families in the Town of Winter Park. 3. Consent Agenda 3.a. Approval of February 5, 2018 Special Meeting Minutes 3.b. Approval of February 6, 2018 Regular Meeting Minutes 3.c. Approval of February 14, 2018 Special Meeting Minutes 3.d. Approval of a Separation Agreement with Drew Nelson Councilor Barbara Atwater moved and Councilor Mike Periolat seconded the motion approving the Consent Agenda, items a, b, c, and d. Motion Carried: Action Items 4.a. Special Event Permits Springtopia Chamber of Commerce Director Catherine Ross stated Springtopia s new name is in process, Sping Splash and Bash is a possibility. Mrs. Ross stated that Spring Splash and Bash, will be four weekends long, kickoff will be March 31. Mrs. Ross stated this event will be Easter weekend, in hopes that people will stay and make it a Holiday weekend. The event is sponsored by Upslope Brewing Company and starts at Adolf s in Old Town. Participants will walk, run, ski, or snowshoe, in a 5K Hippity Hops from Adolf s to Hideaway Park along the Fraser River Trail. Once Winter Park Town Council, February 20, 2018 Minutes Page 1

3 participants arrive at Hideaway Park there will be sledding races, and live music. Mrs. Ross stated that the other three weekends of Spring Splash and Bash, will also have activities and live music. Councilor Chuck Banks moved and Mayor Pro Tem Nick Kutrumbos seconded the motion approving Special Event Permit Springtopia. Motion Carried: b. Resolution 1605 Final Plat Extension - Rendezvous Community Development Director James Shockey stated that Rendezvous is back for their second annual request for a final plat extension. Mr. Shockey stated Rendezvous has come forward with an amended plan. Mr. Shockey stated that in the near future there will be a workshop session with Rendezvous to discuss the Arrow development. Mr. Shockey recommended approval of the final plat extension. Councilor Jim Myers moved and Councilor Mike Periolat seconded the motion to approve Resolution 1605 Final Plat Extension - Rendezvous. Motion Carried: c. Resolution 1606 Final Plat Extension Serenity Trail Community Development Director James Shockey stated that Serenity Trail located near Winter Park Resort has asked for an extension. The reason being that the property is going back on the market. Councilor Mike Periolat stated his concern about the lack of effort, work, and updates Staff and Council receive from Serenity Trail developers. Mr. Shockey stated he only hears from the developers after he sends out a reminder . Mayor Jimmy Lahrman echoed Mr. Periolat s sentiment, and asked Mr. Shockey to reach out to the Developers for an update, Mr. Shockey agreed to do so. Councilor Barbara Atwater moved and Councilor Chuck Banks seconded the motion to approve Resolution 1606 Final Plat Extension Serenity Trail. Motion Carried: d. Approval of Transit Service Request Procedures Acting Town Manager Bill Wengert stepped in for Transit Director Michael Koch. Mr. Wengert stated the Transit Advisory Committee met yesterday to put in place a Transit Service Request Procedure. The procedure is for service requests, the Transit Advisory Committee will review requests, and then decide if requests are viable services. Transit Director Michael Koch and First Transit Operations Manager Mike Fudge would test out service to see if route is feasible. If route and cost are considered a viable service it would then be presented to Town Council for approval. Mr. Wengert stated that summer service requests should be in, but the Transit Advisory Committee will be flexible due to the new procedure. Mayor Pro Tem Nick Kutrumbos asked if Transit received enough input, and if there were any scheduled changes to summer service as of now. Mr. Wengert stated there is one change request, the request is to have the Black Route go through Grand Park. Mr. Wengert stated there are no other planned expansions for the summer transit route. Mayor Pro Tem Nick Kutrumbos moved and Councilor Jim Myers seconded the motion to approve Transit Service Request Procedures. Motion Carried: Progress Reports 5.a. Fraser Valley Recreation Scott Ledin Mr. Ledin stated he would like to comment on the Transit Advisory Committee comments. Mr. Ledin stated he would like to see a stop closer to the Fraser Valley Recreation Center. Mr. Ledin stated a bus stop closer to the Recreation Center has been discussed, however it has yet to happen. Winter Park Town Council, February 20, 2018 Minutes Page 2

4 Councilor Mike Periolat asked about the bus stop, and if there was anything Town Council can do to help. Mr. Ledin stated to please keep the topic on the radar. Mr. Ledin stated that the Fraser Valley Recreation Center will be the Ride the Rockies headquarters, and hopes logistics can be figured out for event shuttle service. Mr. Ledin stated that a press release was sent out to the local papers about Pole Creek Golf Course. Pole Creek was recognized by Golf Advisor for being one of the top 50 golf courses in the nation, and was a CAGGY Award winner for Best Mountain Course. Mr. Ledin stated the ice rink has been very busy, however operations slowed for a bit due to warm weather. Mr. Ledin stated his excitement for the Refrigeration Project, he met with subcontractors for cost evaluations. He should have more of an update on the Refrigeration Project next month. Mr. Ledin stated that the funding gap for the Refrigeration Project is about $100,000 dollars. Mr. Ledin stated that the Recreation Center had over 700 visits each day during President s Day Weekend. Mr. Ledin stated that there are many recreation league sports happening right now, about 24 teams, and six local youth basketball teams. Denver Curling will be coming to Town, Thursday for a learn to curl workshop at the IceBox. Mr. Ledin stated that Staff is exploring the possibility of adding on to Fraser Valley Recreation Center. 5.b. 5.c. 5.d. 5.e. Grand County Water & Sanitation District # 1 Bruce Hutchins Mr. Hutchins is not present. Mayor Jimmy Lahrman asked if Board member Art Ferrari would like to give an update. Mr. Ferrari stated he has not been involved in any of the major discussions about the Roam Development. Mr. Ferrari stated the District is working on the Roam Development, the plan will have similar language to Leeland Creek and Rendezvous Developments. Mayor Lahrman asked if there were any changes to the Board. Mr. Ferrari responded that the Water and Sanitation District s Attorney had retired, and they now have two new legal counsel. Mr. Ferrari stated there will be no changes to the Water and Sanitation Board at this year s election. Winter Park Water and Sanitation District - Kent Bosshard Not Present. Todd Waldron sold his property, so he will leave the Winter Park Water and Sanitation Board. An election will be held if two people apply for Board. Winter Park Resort Sky Foulkes Not Present. Chamber of Commerce Catherine Ross Chamber of Commerce Director Catherine Ross stated Chamber Staff are busy booking Summer Events. Mrs. Ross stated Music, INC, will be collaborating with Grand Foundation to become a more inclusive organization. The organization would work on making the Town a world class destination for the Arts. Mrs. Ross stated that the Chamber was responsive to Public and Council comments in regards to making June happen. There will be a new two-day Music Festival called Altitude Adjustment, as well as Blues from the Top in June. Mrs. Ross stated Ride the Rockies are coming back, along with Haute Route, both events are also in June. The Ride the Rockies physical headquarters will be at the Fraser Valley Recreation Center on a Thursday, which will be the kickoff day for Music in the Park. Mrs. Ross stated branding is moving forward, and should be done by May. Mrs. Ross stated there were two ribbon cutting ceremonies happening this week, one at the Alley Bar in Town, and one at James and Perry s at Winter Park Resort. Art Ferrari wanted to speak on behalf of the Grand County Blues Society. Mr. Ferrari expressed his thanks to the Council for increasing the budget. Blues from the Top will be announcing the line up in the next couple of weeks. Winter Park Town Council, February 20, 2018 Minutes Page 3

5 5.g. Affordable Housing John Crone Affordable Housing Director John Crone stated Hideaway Place is still working out minor issues. Mr. Crone stated the deadline for Dimmit II designs are a week away, and drawings are almost complete. Mr. Crone stated he is working with JVA on infrastructure plans for the remainder of the Hideaway Junction project. Councilor Chuck Banks asked if there was a list of people in place in case someone moved out of Town housing. Mr. Crone responded that if someone moved out the person still living there can first try to replace the roommate, otherwise a lottery would happen. Mr. Crone stated that Hideaway Place is a good learning experience for Dimmit II. 5.h. Transit Michael Koch Acting Town Manager Bill Wengert stepped in for Michael Koch. Mr. Wengert stated Michael is out in California at the Gillig Plant watching the construction of the new Town buses. Mr. Wengert stated the new busses are set for a delivery date of March 1st to Boulder, and then a Winter Park delivery on March 13 th or 14 th. An event to unveil the new busses is in process. Mr. Wengert stated the Town is also getting a new cutaway bus in March. Mr. Wengert stated that Transit ridership is improving with the snow. 5.i. Staff Reports Capital Projects and Parks Director Gerry Vernon updated the Town Council on Broadband in Grand County. Mountain Parks Electric issued a press release which stated they intend to build the backbone of a fiber-optic, high-speed internet network. Mr. Vernon stated this is a huge step to receiving faster and more efficient internet in the County. Councilor Chuck Banks asked if Hideaway stage is being lit up during the evenings. Mr. Vernon responded that currently the stage is not because of cost, but he would consider lighting the stage from dusk till 9 or 10 p.m. Mayor Pro Tem Nick Kutrumbos stated that holiday lighting the stage would also be a good option to explore. 6. Town Manager s Report Acting Town Manager Bill Wengert stated that the Police Department expansion is moving forward, and will start in the next few months. The Town Master Plan is moving forward as well. Mr. Wengert stated he met with Town of Granby, and they will be conducting a survey in March in regards to their Transit needs. Mr. Wengert stated Staff is working with the County on the Transit Maintaince Facility, and almost all Capital Projects are out to bid. Mr. Wengert stated that Town branding is progressing, along with designs and planning for the new Transit Center. 7. Mayor s Report Mayor Jimmy Lahrman stated he will be attending an exploratory meeting about Colorado hosting the Olympic Games. Mr. Lahrman stated that he would be out of town Thursday, February 22 until Sunday, February 25. Winter Park Town Council, February 20, 2018 Minutes Page 4

6 8. Town Council Items for Discussion Councilor Jim Myers stated his appreciation for hearing updates regarding Roam and Rendezvous, and hopes some decisions can be made at the upcoming March 6 th Council Meeting. Mayor Pro Tem Nick Kutrumbos apologized to Community Development Director James Shockey about the sign code, and the recent confusion with some temporary signs in Town. Councilor Barbara Atwater moved and Councilor Mike Periolat seconded the motion to go into Executive Session in accordance with C.R.S. Title 24, Section 6, Subsection 402(4)(b). 9. Executive Session Executive Session to determine positions relative to matters that may be subject to negotiations, developing strategy for negotiations and instructing negotiators, pursuant to C.R.S (4)(b), regarding interim Town Manager services. Upon conclusion of the discussion, the motion was made by Mayor Pro Tem Nick Kutrumbos and seconded by Councilor Chuck Banks and unanimously carried to return to Regular Session. Those in attendance at that time were: Mayor Jimmy Lahrman, Mayor Pro Tem Nick Kutrumbos, Councilors Mike Periolat, Jim Myers, Chuck Banks and Barbara Atwater, Acting Town Manager Bill Wengert, Town Clerk Danielle Jardee. There being no further business to discuss, upon a motion regularly adopted, the meeting was adjourned at 11:30 a.m. The next scheduled meeting of the Town Council will be Tuesday, March 6, 2018 at 5:30 p.m. Danielle Jardee, Town Clerk Winter Park Town Council, February 20, 2018 Minutes Page 5

7 MINUTES DATE: Thursday, March 1, 2018 MEETING: PLACE: PRESENT: Winter Park Town Council Town Hall Council Chambers Mayor Jimmy Lahrman, Mayor Pro Tem Nick Kutrumbos, Councilors Jim Myers, Chuck Banks, Barbara Atwater, and Mike Periolat, Acting Town Manager Bill Wengert, Town Clerk Dani Jardee, and Community Development Director James Shockey; Councilor Chris Seemann and Town Attorney Kendra Carberry via telephone Mayor Jimmy Lahrman called the meeting to order at 5:00 p.m. Mayor Lahrman led those present in reciting the Pledge of Allegiance. Councilor Barbara Atwater moved and Councilor Chuck Banks seconded the motion to go into Executive Session in accordance with C.R.S. Title 24, Section 4, Subsection 402(4)(b). 2. Executive Session a. Executive Session for the purposes of a conference with the Town Attorney to receive legal advice on specific legal questions pursuant to C.R.S (4)(b), for which a topic cannot be disclosed without compromising the purpose of the Executive Session, and to determine positions relative to matters that may be subject to negotiations, developing strategy for negotiations and instructing negotiators, pursuant to C.R.S (4)(b), regarding interim Town Manager services. Upon conclusion of the discussion, the motion was made by Councilor Mike Periolat and seconded by Councilor Chuck Banks and unanimously carried to return to Regular Session. Those in attendance at that time were: Mayor Jimmy Lahrman, Mayor Pro Tem Nick Kutrumbos, Councilors Jim Myers, Chuck Banks, Barbara Atwater and Mike Periolat, Acting Town Manager Bill Wengert, Town Clerk Dani Jardee, and Community Development Director James Shockey; Councilor Chris Seemann, and Town Attorney Kendra Carberry via telephone. Councilor Jim Myers moved and Councilor Barbara Atwater seconded the motion to approve Town Manager Interim Services. Motion Carried: 7-0. There being no further business to discuss, upon a motion regularly adopted, the meeting was adjourned at 6:45 p.m. Winter Park Town Council, March 1, 2018 Special Meeting Minutes Page 1

8 The next scheduled meeting of the Town Council will be Tuesday, March 6, 2018 at 5:30 p.m. Danielle Jardee, Town Clerk Winter Park Town Council, March 1, 2018 Special Meeting Minutes Page 2

9 OATH OF OFFICE State of Colorado County of Grand Town of Winter Park } ss I, Danielle Jardee, do solemnly swear that I will support the Constitution of the United States, the Constitution of the State of Colorado, the Charter and Ordinances of the Town of Winter Park and faithfully perform the duties of Town Clerk upon which I am about to enter. Subscribed and sworn to before me this 6 th day of March, (seal) Stan Zemler Interim Town Manager of the Town of Winter Park, Colorado

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16 TOWN OF WINTER PARK ORDINANCE NO. 509 SERIES 2017 AN ORDINANCE ANNEXING PROPERTY LOCATED IN UNINCORPORATED GRAND COUNTY TO THE TOWN, ZONING THE PROPERTY AS PLANNED DEVELOPMENT, AND APPROVING AN ASSOCIATED FINAL DEVELOPMENT PLAN FOR THE PROPERTY (ROAM/BEAVERS) WHEREAS, the owner of unincorporated territory comprising more than 50% of the area proposed for annexation pursuant to C.R.S , Fraser River Development Co., LLC ("Applicant"), has filed a petition for annexation (the "Petition") to the Town of Winter Park (the "Town") of the real property more particularly described in Exhibit A, attached hereto and incorporated herein by this reference (the "Property"); WHEREAS, the Municipal Annexation Act of 1965, C.R.S , et seq. (the "Act"), permits the Town to annex unincorporated territory that meets certain eligibility requirements set forth in the Act; WHEREAS, pursuant to Section 4.10 of the Town Charter, there are two readings of all ordinances, with the public hearing occurring at second reading; WHEREAS, on November 7, 2017, the Town Council accepted the Petition and set a public hearing on the Petition for January 2, 2018, which is also second reading of this Ordinance; WHEREAS, pursuant to C.R.S , the Town Council may institute zoning proceedings for the Property at any time after the Petition is filed, and the zoning must be final within 90 days of the effective date of the annexation; WHEREAS, also on November 7, 2017, pursuant to Section of the Winter Park Town Code (the "Code"), Applicant submitted an application (the "Application") to zone the Property Planned Development ("PD"), with a Final Development Plan ("FDP"); WHEREAS, at a properly-noticed public hearing on January 9, 2018, the Planning Commission considered the Application and recommended that the Town Council approve the Application with conditions; and WHEREAS, at a properly-noticed public hearing on January 2, 2018, the Town Council considered the Petition and the Application. NOW THEREFORE, BE IT ORDAINED BY THE TOWN COUNCIL OF THE TOWN OF WINTER PARK, COLORADO, AS FOLLOWS: 1. Annexation Findings. The Town Council hereby finds and determines as follows: a. As required by C.R.S (1)(a), not less than one-sixth of the perimeter of the Property is contiguous with the Town; 1 3/3/2018 C:\USERS\DJARDEE\APPDATA\LOCAL\MICROSOFT\WINDOWS\TEMPORARY INTERNET FILES\CONTENT.OUTLOOK\0DY3DLQ2\ANNEXATION AND ZONING ORDINANCE DOCX

17 b. Pursuant to C.R.S (1)(a), annexation of the Property will not divide land held in identical ownership into separate parcels; and c. As required by C.R.S (1)(f), in establishing the boundaries of the Property, if a portion of a platted street or alley is annexed, the entire width of said street or alley is included in the Property. d. It is in the best interest of the public health, safety and welfare that the Property be annexed to the Town. 2. Annexation. Based on the foregoing findings, the Property is hereby annexed to the Town. 3. Effective Date of Annexation. a. The Town Clerk shall file one copy of the Annexation Map along with the original of this Ordinance in the Town Clerk's office. b. The Town Clerk shall file for recording three certified copies of this Ordinance and three copies of the Annexation Map with the Grand County Clerk and Recorder. c. The Town Clerk shall file one certified copy of this Ordinance and one copy of the Annexation Map with the Division of Local Government of the Department of Local Affairs. d. Pursuant to C.R.S (2)(b), the annexation of the Property shall be effective upon the completion of the filing and recording described in Section 3.a. through 3.c. hereof. 4. Zoning Findings. Based on the recommendation of the Planning Commission and the comments and evidence presented by Town staff and the public, the Town Council hereby finds and determines as follows: a. The FDP contains all of the information required by Section B.1. of the Code. b. The FDP substantially complies with Sections and of the Code. c. The zoning of the Property PD complies with the Town's Master Plan. d. It is the best interest of the public health, safety and welfare that the Property be zoned PD, subject to the FDP. 5. Zoning. Based on the foregoing findings, the Property is hereby zoned PD, subject to the FDP and the following conditions, all of which must be fully satisfied within 30 days of the effective date of this Ordinance: a. Applicant shall execute the Annexation and Development Agreement approved by the Town Council pursuant to Resolution No., Series b. 2 3/3/2018 C:\USERS\DJARDEE\APPDATA\LOCAL\MICROSOFT\WINDOWS\TEMPORARY INTERNET FILES\CONTENT.OUTLOOK\0DY3DLQ2\ANNEXATION AND ZONING ORDINANCE DOCX

18 6. Effective Date of Zoning. The zoning of the Property as PD, subject to the FDP and conditions set forth herein, shall be effective on the date on which the annexation of the Property takes effect, pursuant to Section 3 hereof. The Town's Official Zoning Map shall be updated accordingly. 7. Effective Date of Ordinance. Pursuant to Section 4.9 of the Town Charter, this Ordinance shall take effect five days after publication following adoption on second reading. INTRODUCED, APPROVED ON FIRST READING, AND ORDERED PUBLISHED IN FULL this 19 th day of December, A public hearing shall be held at the regular meeting of the Town Council of the Town of Winter Park, Colorado, on the 2 nd day of January, 2018 at the Winter Park Town Hall. TOWN OF WINTER PARK ATTEST: Jimmy Lahrman, Mayor Danielle Jardee, Interim Town Clerk READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of to on the 2 nd day of January, TOWN OF WINTER PARK ATTEST: Jimmy Lahrman, Mayor Danielle Jardee, Interim Town Clerk 3 3/3/2018 C:\USERS\DJARDEE\APPDATA\LOCAL\MICROSOFT\WINDOWS\TEMPORARY INTERNET FILES\CONTENT.OUTLOOK\0DY3DLQ2\ANNEXATION AND ZONING ORDINANCE DOCX

19 Exhibit A BEAVER LODGE ANNEXATION NO. 1 Legal Description A parcel of land located in the East Half of Section 33, T1S, R75W of the 6th P.M., County of GRAND, State of Colorado, more particularly described as follows: BEGINNING at the Southeast Corner of said Section 33 from which the S1/4 Corner of said Section 33 Bears N W, feet, (Basis of Bearing); Thence N89 33'13"W, 1, feet along the South Line of the SE1/4 of said Section 33 to the Westerly Right-of-way Line of U.S. Highway 40 and the Easterly Right-of-way Line of Union Pacific Railroad; Thence the following four (4) courses and distances along the said Easterly Right-of-way Line of Union Pacific Railroad; 1.) Thence N W, feet 2.) Thence feet along the arc of said curve, concave Southwest to a point, said arc having a radius of 1, feet, a central angle of 03 51'37", and being subtended by a chord that bears North 27 20'28" West, feet; 3.) Thence N30 03'48"W, feet to a point of curve to the left; 4.) Thence feet along the arc of said curve concave to the Southwest to the Southerly Line of BEAVER VILLAGE FILING NO. 3, a subdivision recorded on December 12, 1978 as Reception Number of the records of Grand County, Colorado, said arc having a radius of 3, feet, a central angle of 12 33'45", and being subtended by a chord that bears N37 57'37"W, feet; Thence N34 11'20"E, feet along the Southerly Line of BEAVERS VILLAGE FILING NO. 3 to the Westerly Right-of-way of U.S. Highway 40 as described in Book 251 at Page 820 of the records of Grand County, Colorado; Thence the following thirteen (13) courses and distances along the Westerly Right-of-way Line of said U.S. Highway 40: 1.) Thence N01 41'08"E, feet to the Southerly Line of BEAVER VILLAGE FILING NO. 1, a subdivision recorded on December 8, 1975 as Reception Number of the records of Grand County, Colorado; 2.) Thence N89 53'52"E, feet to the Southeasterly corner thereof; 3.) Thence N05 48'59"W, feet to a point of curve to the left;

20 4.) Thence feet along the arc of said curve concave to the West to a point of non-tangent and the Northerly Line of VILLAGE ROAD, said arc having a radius of 3, feet, a central angle of 03 21'05", and being subtended by a chord that bears N07 29'17"W, feet; 5.) Thence N87 24'32"W, feet along the Northerly Line of VILLAGE ROAD to the East Line of Book 325, Page 504; 6.) Thence N13 06'10"W, feet; 7.) Thence N14 09'41"W, feet; 8.) Thence N17 09'57"E, feet to a non-tangent curve to the left; 9.) Thence feet along the arc of said curve concave to the West to a point non-tangent, said arc having a radius of 3, feet, a central angle of 06 09'42", and being subtended by a chord that bears N20 32'50"W, feet; 10.) Thence N89 43'37"W, feet to a point of curve to the left; 11.) Thence feet along the arc of said curve concave to the Southwest to a point non-tangent, said arc having a radius of 3, feet, a central angle of 03 55'57", and being subtended by a chord that bears N25 51'12"W, feet; 12.) Thence N62 10'49"E, feet; 13.) Thence N28 42'38"W, feet to the North Line of Lot 10, Block 1, HIDE- AWAY PARK extended West, a subdivision recorded as Reception Number of the records of Grand County, Colorado; Thence S89 06'52"E, feet along the North Line of said Lot 10 extended West to a nontangent curve to the right and the Easterly Right-of-way Line of said U.S. Highway 40; Thence feet along the arc of said curve concave to the Southwest and along the Easterly Right-of-way Line of said U.S. Highway 40 to a point non-tangent and the South Line of Lot 12, Block 1, said HIDE-AWAY PARK, said arc having a radius of 3, feet, a central angle of 02 46'08", and being subtended by a chord that bears S26 52'18"E, feet; Thence S89 15'09"E, feet along the South Line of said Lot 12 to the Southeast Corner thereof;

21 Thence N01 39'47"W, feet to the South Right-of-way Line of Wander s Way; Thence N89 40'43"E, feet along the South Right-of-way Line of said Wander s Way to the East Line of Lot 17, Block 1 said HIDE-AWAY PARK extended southerly; Thence N01 43'43"W, feet along the East Line of Lot 17, Block 1 said HIDE-AWAY PARK to the Northeast Corner thereof; Thence N89 05'56"W, feet along the North Line of Lot 17 and Lot 16, Block 1 said HIDE- AWAY PARK to the East Right-of-way Line of that dedicated 25-foot right-of-way as shown on the recorded plat of said HIDE-AWAY PARK; Thence N01 38'42"W, feet along the East Right-of-way Line of that said dedicated 25- foot Right-of-way to the North Line of Lot 1, Block 1, said HIDE-AWAY PARK extended Easterly; Thence N89 05'34"W, feet along the North Line of Lot 1, Block 1, said HIDE-AWAY PARK to the East Line of that Warranty Deed recorded April 28, 1994 in Book 9400 at Page 4721 of the records of Grand County, Colorado; Thence N01 30'52"W, feet along the East Line of said Book 9400 at Page 4721 to the North Line of the South Half of the NE1/4 of said Section 33; Thence N89 55'32"E, 2, feet along the North Line of the South Half of the NE1/4 of said Section 33 to the Northeast Corner of the South Half of the NE1/4 of said Section 33; Thence S01 40'57"W, 1, feet along the East Line of the SE1/4 of the NE1/4 of said Section 33 to the E1/4 Corner of Said Section 33; Thence S01 41'13"W, 2, feet along the East Line of the SE1/4 of said Section 33 to the Southeast Corner of said Section 33 and the TRUE POINT OF BEGINNING. Area = acres, more or less.

22 ANNEXATION AND DEVELOPMENT AGREEMENT THIS ANNEXATION AND DEVELOPMENT AGREEMENT (the Agreement ) is made as of this day of, 2018 (the Approval Date ), by and between the TOWN OF WINTER PARK, a Colorado home rule municipal corporation with an address is 50 Vasquez Road, P.O. Box 3327, Winter Park, Colorado (the Town ), FRASER RIVER DEVELOPMENT CO LLC, Colorado limited liability company with an address of ( FRDC ), ROAM METROPOLITAN DISTRICT NO. 1, a quasimunicipal corporation and political subdivision of the State of Colorado ( District No. 1 ), ROAM METROPOLITAN DISTRICT NO. 2, a quasi-municipal corporation and political subdivision of the State of Colorado ( District No. 2 ), and ROAM METROPOLITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of the State of Colorado ( District No. 3, and collectively with District No. 1 and District No. 2, the Districts ), (collectively the Parties and each a Party ). RECITALS A. FRDC owns all of that certain real property legally described on Exhibit 1 attached hereto, which property is currently located in unincorporated Grand County, Colorado (the Property ). B. The Winter Park Town Council (the Town Council ) is the governing body of the Town, with the legal authority to approve annexation of unincorporated territory into the Town pursuant to the Colorado Municipal Annexation Act, C.R.S , et seq. (the Annexation Act ) and to confer vested rights as defined in and pursuant to C.R.S et seq. (the Vested Rights Act ). C. FRDC has executed and filed with the Town a Petition for Annexation of the Property into the Town (the Petition ), which Petition was found by the Town Council to be in substantial compliance with the requirements of the Annexation Act, and the Property was found by the Town Council to be eligible for annexation under the Annexation Act. D. FRDC proposes to develop the Property as a mixed-use commercial and residential development featuring single-family residences, multi-family residences, lodging, commercial uses, roads and streets, utilities, trails, parks, open space, and other amenities (the Project ). E. FRDC submitted a Final Development Plan for the Property (the FDP ) in accordance with Title 7 of the Winter Park Town Code (the Town Code ). The FDP includes the Final Land Use Plan, Final Zoning Plan, Final Circulation Plan, Final Open Space and Trails Plan, and Development Guide. F. FRDC anticipates developing the Project at such time as market conditions support each phase of the Project, in multiple phases (each, a Phase ). The Project will require FRDC and/or the District to make substantial and extraordinary investments in on-site and offsite public improvements required to be completed in connection with the development of the Project (the Public Improvements ), as the same are more fully described in the FDP.

23 G. The Districts are being formed pursuant to C.R.S et seq., for the purpose of financing and constructing any or all of the Public Improvements and for providing certain public services to the Property and/or the Project, and, as of the Approval Date, the Town Council has approved a service plan (each, a Service Plan ) for the each District as required by C.R.S H. The Parties intend that, upon the Town s approval of the Service Plans for each District, the formation of each District, and the ratification of this Agreement by each District s respective board of directors, the Districts will be a party to this Agreement. I. The Parties desire to set forth in this Agreement their understanding relative to the annexation, zoning, development, and future use of the Property and the Project. AGREEMENT NOW, THEREFORE, in consideration of the premises, mutual covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: Section 1. General Provisions. 1.1 Incorporation of Recitals. The foregoing Recitals are incorporated into and made substantive provisions of this Agreement. 1.2 Defined Terms. Any initially capitalized terms used but not defined herein shall have the definitions attributed to them in the FDP. 1.3 Nature of Development Agreement. As between the Parties, this Agreement constitutes a development agreement conferring vesting of the rights created by the FDP pursuant to Section 104(2) of the Vested Rights Act. Accordingly, the Parties intend that: THE TOWN COUNCIL S APPROVAL OF THIS ANNEXATION AND DEVELOPMENT AGREEMENT ESTABLISHES VESTED PROPERTY RIGHTS PURSUANT TO ARTICLE 68 OF TITLE 24, C.R.S., AS AMENDED. 1.4 Legal Challenge. As used in this Agreement, Legal Challenge means: any judicial proceeding or other legal action brought by a third party, including referendum or initiative, that challenges this Agreement, the annexation of the Property to the Town (the Annexation ), the zoning of the Property (the Zoning ), the FDP, the formation of any of the Districts, the Town s approval of any of the Service Plans, or any of the Town s resolutions or ordinances approving this Agreement, the Annexation, the Zoning, the FDP, or the Service Plans. If a Legal Challenge occurs, this Agreement shall not become effective until the entry of a final, non-appealable order resolving such Legal Challenge substantially in favor of the Town and FRDC (the Resolution of the Legal Challenge ). The Parties covenant and agree to cooperate in good faith in the event of a Legal Challenge. 2

24 1.5 Effective Date. This Agreement shall not become effective until the later to occur of the following: (a) the date on which the Town Council's approval of the Annexation, the Zoning, the FDP, and the formation of the Districts, (collectively, the Approvals ) become final and non-appealable; or (b) the Resolution of the Legal Challenge. 1.6 Rescission without Penalty. Notwithstanding any other provision of this Agreement, should the Approvals or the Resolution of the Legal Challenge not occur, any Party shall be entitled to rescission of this Agreement without any penalty whatsoever and, if the Annexation has been completed, FRDC shall be entitled to commence disconnection proceedings pursuant to Section 8 of this Agreement. 1.7 Successful Legal Challenge Contingency. If a Legal Challenge successfully voids, enjoins, or otherwise invalidates this Agreement, the FDP or any portion thereof, or the formation of any of the Districts, and the Parties do not enter into a written agreement to cure the defect, any of the Parties shall have the right to terminate this Agreement. Section 2. Districts. 2.1 Metropolitan Districts. The Town has approved the Service Plans for the Districts, and the Town agrees that the Districts may exercise any and all powers and functions permitted by law in accordance with their Service Plans, including the provision of facilities and services to the Property. Any of the Districts may undertake to finance the design, construction, maintenance, and operation, as applicable, of District-eligible Public Improvements. Wherever this Agreement or the FDP obligates FRDC, any of the Districts may perform such obligation and the Town will accept such District s performance of such obligations and allow the District to provide any collateral required by the Town with respect to any Public Improvements. 2.2 Additional Districts. In addition to the Districts, to facilitate financing, maintenance, and development of the Public Improvements, the Parties may agree to create one or more additional districts pursuant to C.R.S et seq., general improvement districts pursuant to C.R.S , et seq., or one or more special improvement districts pursuant to C.R.S , et seq. 2.3 Amendment of District Boundaries. The boundaries of the Districts may be amended to include additional portions of the Property as compared to those initially contemplated at the time of Service Plan approval; provided, however, that (a) such inclusion of additional property within the boundaries of the District shall be accomplished prior to the conveyance of any platted lots within the subject property; and (b) no portion of the Property shall be included in more than one of the Districts at any one time. Section 3. Management Plans. 3.1 Forest Management. As a condition of approval of any final plat for all or a portion of the Property, FRDC shall prepare a forest management plan, which shall include mountain pine beetle mitigation measures and shall become part of the development improvement agreement associated with such final plat. 3

25 3.2 Stream Management. FRDC shall maintain ownership over that portion of the Fraser River running through the Property and that portion of the Fraser River shall remain private and the public shall not have any right to access that portion of the Property for any use thereof. As a condition of approval of a final plat that includes construction on any property immediately adjacent to the Fraser River, FRDC shall, at its sole cost and expense, develop a Stream Management Plan for that portion of the Fraser River. FRDC shall obtain all necessary approvals of the Stream Management Plan from any governmental authorities having jurisdiction over the activities described in the Stream Management Plan. The Stream Management Plan shall become part of the development improvement agreement associated with the final plat. 3.3 Wetland Mitigation. Wetland impacts and mitigation requirements will be determined with each final plat. Wetland permits and mitigation shall comply with United States Army Corps of Engineers processes and requirements. Section 4. Fees and Exactions. 4.1 Limitation on Fees and Exactions. FRDC shall pay only the impact fees and satisfy the dedication requirements set forth in this Section 4 and the FDP. If, following the Approval Date, the Town adopts one or more regulations of general applicability that would either impose new impact fees or dedication requirements or have the effect of increasing any of the impact fees or dedication requirements in this Section 4, such regulations shall not be applicable to the Property or FRDC and/or its successors and assigns while this Agreement is in effect. 4.2 School Impact Fees. FRDC shall pay applicable school impact fees or make required dedications in lieu thereof for any given Phase of the Project. The school impact fees shall be calculated and payable at the time of issuance of the first building permit for a dwelling unit within such Phase in accordance with Chapter 8 of Title 8 of the Town Code, as amended. 4.3 Open Space Fees and Dedications. Subject to FRDC s performance of its obligations to make the dedications of Public Active Open Space described in the FDP, the Town may not impose any additional open space dedications or payments in lieu thereof for the Project. 4.4 Affordable and Workforce Housing Affordable Housing Fees. Prior to the issuance of any building permit for any commercial uses FRDC shall pay to the Town an affordable housing fee equal to the product determined by multiplying $2.00 by the number of commercial square feet ( CSF ) in the Project. All otherwise applicable affordable housing fees imposed by the Town, whether before or after the Approval Date, shall be waived Workforce Housing. For any hotel constructed as part of the Project (the Hotel ), FRDC shall construct housing for a minimum of 30% of the employees of the Hotel, either on-site or within the boundaries of the Town. For purposes of calculating the total number of housing units required to be constructed, a ratio of 0.7 employees per Hotel room (the Housing Ratio ) shall be utilized. FRDC reserves the right to seek approval of revisions to the 4

26 Housing Ratio upon presentation of evidence to the Town that the Housing Ratio does not accurately reflect the impact of development of the Hotel on workforce housing in the Town Housing Parcels. [DRAFTING NOTE: FRDC WILL AGREE TO EITHER ONE OF THE FOLLOWING TWO OPTIONS, TO BE DECIDED AT THE MARCH 6 th TOWN COUNCIL HEARING: FRDC shall convey to the Town up to three parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the Housing Parcels ). Each Housing Parcel shall be a minimum of one (1) acre and reasonably suitable for development of multi-family housing, as determined by FRDC in its reasonable discretion. All of the Housing Site Parcels shall be located within the Town. FRDC shall convey the Housing Parcels as follows: (1) one (1) acre upon the sooner to occur of the issuance of the building permit for the 269 th Unit in the Project or five (5) years from the Effective Date; (2) one (1) acre prior to the issuance of the building permit for the 376 th Unit in the Project; and (3) one (1) acre prior to the issuance of the building permit for the 591 st Unit in the Project. -or- FRDC shall convey to the Town parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the Housing Parcels ). Each Housing Parcel shall be: located within the Town; a minimum of one (1) acre; and reasonably suitable for development of multifamily housing, as determined by FRDC in its reasonable discretion. FRDC shall convey the Housing Parcels to the Town within five (5) years of the Approval Date; provided that, FRDC may, at any time prior to such deadline, elect to make a payment to the Town in lieu of the conveyance, at a cost of $100,000 per acre. If paid, such funds shall be used by the Town exclusively for the construction, maintenance or acquisition of affordable or workforce housing.] Negotiation. FRDC and the Town acknowledge that FRDC s obligations relating to affordable housing fees, the provision of workforce housing, and the conveyance of the Housing Parcels are the result of negotiations between FRDC and the Town, and are not the result of unilateral requirements imposed by the Town. [DRAFTING NOTE: PENDING A DETERMINATION BY THE TOWN ON WHETHER THE RETA/RETT EXEMPTION LANGUAGE WILL BE ADDRESSED BY CODE AMENDMENT OR IN THIS AGREEMENT, FRDC HAS REINSERTED THE EXEMPTION LANGUAGE. SHOULD THE TOWN DECIDE TO ADDRESS THE EXEMPTIONS BY CODE AMENDMENT, FRDC WILL REVISE SECTION 1.5 OF THIS AGREEMENT TO DEFINE ADOPTION OF THE ORDINANCE APPROVING THE CODE AMENDMENT AS A ONE OF THE APPROVALS REQUIRED PRIOR TO THIS AGREEMENT BECOMING EFFECTIVE.] 4.5 Residential Real Estate Transfer Assessment. Within 30 days of the Effective Date, FRDC shall record a covenant against the Property requiring payment to the Town of a real estate transfer assessment in the amount of one half of one percent (0.5%) of the consideration paid for each non-exempt transfer of residential property in the Project (the Residential RETA ). The Residential RETA shall be in addition to the existing Real Estate Transfer Tax 5

27 administered by the Town under Title 1, Chapter 10 of the Town Code, as amended (the RETT ). The covenant shall be in substantially the form attached hereto as Exhibit 2. The Town shall administer and collect the Residential RETA in the same manner as the Town administers and collects the RETT, with the same exemptions, except that the following transactions shall also be exempt from the Residential RETA: (a) the reorganization of any business entity that owns title to real property within the Project that does not result in the conveyance by deed of such real property to another business entity or individual; and (b) any conveyance of real property between FRDC and any entity in which the owners of FRDC also have an ownership interest. The Residential RETA may be paid either by the buyer or the seller of the subject property as negotiated by the parties to the transfer and such conveyance shall not be subject to the Residential RETA. The Town shall use the funds generated by the Residential RETA exclusively for the construction, maintenance or acquisition of affordable or workforce housing. 4.6 General Real Estate Transfer Assessment. Within 30 days of the Effective Date, FRDC shall record a covenant against the Property requiring payment to the Town of a real estate transfer assessment in the amount of one percent (1%) of the consideration paid for each non-exempt transfer of any real property in the Project (the General RETA ). The General RETA shall be in addition to the RETT, as amended. The covenant shall be in substantially the form attached hereto as Exhibit 3. The Town shall administer and collect the General RETA in the same manner as the Town administers and collects the RETT, with the same exemptions except that the following transactions shall also be exempt from the General RETA: (a) the reorganization of any business entity that owns title to real property within the Project that does not result in the conveyance by deed of such real property to another business entity or individual; and (b) any conveyance of real property between FRDC and any entity in which the owners of FRDC also have an ownership interest. The General RETA may be paid either by the buyer or the seller of the subject property as negotiated by the parties. The Town shall use the funds generated by the General RETA exclusively for transportation, special events in the Town, historic restorations and interpretive sites, child care services, resource acquisition, fire mitigation, parks and open space, multi-modal transportation facilities, other public services and facilities, and affordable or workforce housing. Section 5. FRDC Obligations. 5.1 Plans. With input from the Town, FRDC shall prepare all applications and related plans for the Project at FRDC s sole cost, which applications and related plans shall comply with the approved FDP. 5.2 Construction of Public Improvements. In consideration for the Town s approval of the FDP, FRDC or the Districts shall construct and install all of the Public Improvements in accordance with the FDP, the Town s applicable ordinances, codes and regulations and all other applicable law, except as otherwise provided herein. With each final plat application, FRDC shall submit a development improvements agreement, in a form approved by the Town, to guarantee the construction of the Public Improvements associated with that final plat application. 5.3 Dedication. The Public Improvements constructed by or on behalf of FRDC shall be conveyed or dedicated to the Town for ownership, operation, and maintenance subject to final 6

28 acceptance by the Town, or to a District, subject to final acceptance by the District. With respect to Public Improvements required to be owned, operated, or maintained by a District, the District shall have the option, but shall not be required, to enter into an agreement with an owners association providing for performance of all or some of such operation and maintenance functions; provided, however, that ownership of the Public Improvements shall be retained by the District and the ultimate responsibility for maintenance of such Public Improvements will remain with the District. 5.4 Applicable Law. FRDC shall comply with all applicable laws, including without limitation all current and future federal, state, and local statutes, regulations, ordinances, and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater, or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation, or investigation of a Hazardous Material; and the protection of human health, safety, or the indoor or outdoor environmental, including (without limitation) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. ( CERCLA ); the Hazardous Materials Transportation Act, 49 U.S.C. 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. ( RCRA ); the Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; the Clean Water Act, 33 U.S.C. 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado; and all other federal, state, or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders, or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste, substance, or material, as now or at any time hereafter in effect. Section 6. Conveyance of Town Parcel. 6.1 Conveyance of Town Parcel. The Town shall convey to FRDC on or before the Effective Date (the Conveyance Date ) by special warranty deed the net developable area of a parcel of land owned by the Town that is adjacent to the northwest corner of the Project, which is approximately 0.67 acres (the Town Parcel ) at a purchase price of $262, (the Purchase Price ). On the Conveyance Date, this Agreement shall be recorded in title to the Town Parcel Town s Repurchase Option. FRDC hereby grants to the Town a repurchase option with respect to the Town Parcel (the Repurchase Option ). The Repurchase Option shall remain in effect until the first to occur of (a) the date on which FRDC completes construction of the Ski Idlewild Road Improvements; or (b) the date which is eleven (11) years following the Conveyance Date (the Repurchase Option Term ). If the tenth (10 th ) year following the Conveyance Date expires and FRDC has not yet completed the Ski Idlewild Road Improvements (the Repurchase Option Trigger Date ), the Town shall have the right, but not the obligation, to repurchase the Town Parcel for the amount of the Purchase Price. To exercise the Town s Repurchase Option, the Town must submit written notice to FRDC (the Town s Exercise Notice ) of its exercise of the Town s Repurchase Option by the end of the eleventh (11 th ) year of the Repurchase Option Term. The Town s delivery of the Town s Exercise Notice shall create a binding contract for the sale of the Town Parcel by FRDC to the Town. Within ninety (90) days after FRDC s receipt of the Town s Exercise Notice, FRDC and the Town shall 7

29 close on the conveyance of the Town Parcel by FRDC to the Town. Such conveyance shall be by special warranty deed. If the Town fails or declines to submit the Town s Exercise Notice to FRDC within one (1) year following the Repurchase Option Trigger Date, the Town s Repurchase Option shall automatically terminate and be of no further force and effect. 6.2 Lease-Back of Town Parcel. For a period of six (6) months following the Conveyance Date, the Town shall have the right to lease back from FRDC, on terms mutually agreeable to FRDC and the Town, the Town Parcel for purposes of staging and storage of Townowned maintenance vehicles and materials. Section 7. Vested Rights. 7.1 Vesting. The Parties hereby agree that the FDP shall constitute a Site Specific Development Plan under Title 8, Chapter 6 of the Town Code and C.R.S , et seq., and FRDC and its successors and assigns shall have a vested property right to undertake and complete the Project and use the Property under the terms and conditions set forth in the FDP (the Vested Rights ). The Vested Rights shall constitute benefits and burdens to the land and shall run with title to the Property. 7.2 Term. In recognition of the size and complexity of the Project, notwithstanding Winter Park Code 8-6-8, the Vested Rights shall continue for twenty (20) years after the Effective Date. After expiration of the Term, the Property shall continue to be subject otherwise to the FDP, as well as the charter, ordinances, and rules and regulations of the Town, and the Vested Rights established by this Agreement shall be deemed terminated and of no further force or effect; provided, however, that such termination of the Vested Rights shall not affect any common law vested property rights obtained prior to such termination, nor any right arising from the FDP, this Agreement, a plat, a development improvements agreement, or from Town permits or approvals for the Property that were approved subsequent to approval of this Agreement. 7.3 General Regulations. The establishment of the Vested Rights under this Agreement shall not preclude the application of Town regulations of general applicability including, but not limited to, the application of local improvement districts, building, fire, plumbing, engineering, electrical, and mechanical codes, or the application of regional, state, or federal regulations, as all of the foregoing exist on the Effective Date or may be enacted or amended after the Effective Date, except as otherwise provided herein, as against the Property and the Project. FRDC does not waive its rights, however, to oppose adoption of any such regulations. In addition, in the event any impact fee or dedication requirement of the Town Code which FRDC has agreed to pay or make pursuant to this Agreement is subsequently repealed, FRDC and the Property shall no longer be subject to such repealed Town Code requirement. 8

30 Section 8. Remedies. 8.1 Available Remedies. Upon a breach of this Agreement by any Party, the nonbreaching Parties shall be entitled to pursue all remedies allowed by law or in equity, including but not limited to those remedies established under the Vested Rights Act, and the exercise of one remedy shall not preclude the exercise of any other remedy. 8.2 Disconnection. In addition to any other available remedy available at law or in equity, in the event of an uncured breach by the Town, FRDC shall be entitled to disconnect the Property or any portion thereof from the Town as set forth in this Section. It is expressly understood and acknowledged that the procedures specified herein shall be in lieu of any procedures set forth in C.R.S , et seq. or C.R.S , et seq., which only apply to statutory cities and towns, as confirmed in Allely v. City of Evans, 124 P.3d 911 (Colo. App. 2005). The disconnection procedures set forth in this Section are authorized by the Town s home rule charter under Article XX, Section 6 of the Colorado Constitution Petition for Disconnection. To avail itself of this remedy, FRDC shall file a written petition for disconnection with the Town Clerk, which shall include a legal description of the Property or portion thereof subject to the disconnection and a map depicting the property to be disconnected. Within 60 days of receipt of such a petition, the Town Council shall finally adopt an ordinance disconnecting the Property from the Town (the Disconnection ). The Town shall file the Disconnection ordinance and map with all parties entitled to receive an annexation ordinance and map under C.R.S In the event the Town fails or refuses to so complete the Disconnection, in that event only shall FRDC have the right to pursue an action for specific performance to effectuate the Disconnection Levied Taxes. Upon the Disconnection, the Property shall not be exempt from the payment of any property taxes lawfully assessed against it for the purpose of paying any indebtedness lawfully contracted by the Town while such Property was within the limits of the Town and which remains unpaid and for the payment of which the Property could be lawfully taxed. When the Town levies a property tax for the purpose of paying indebtedness or any part thereof or interest thereon, the Town may levy a tax at the same rate and for the same purpose on the disconnected Property. The County Treasurer shall pay over to the Town all moneys collected on account of such tax, to be applied only to the payment of such indebtedness. If any owner of the disconnected Property pays off and discharges a portion of such indebtedness equal in amount to the same proportion of the indebtedness which the valuation for assessment of the land bears to the entire valuation for assessment of all the property subject to taxation for the payment of such indebtedness, calculated according to the last assessment previous to such payment, said land is exempted from further taxation to pay such indebtedness. Upon such payment being made, evidences of payment of such portion of said indebtedness shall be deposited with the Town, and the Town shall issue a certificate stating that such payment has been made Conflicts. In the event of any conflict between this Section 8.2 and any provision of the Municipal Annexation Act or the Town Code regarding disconnection, this Section 8.2 shall control. 9

31 8.2.4 Findings. The Town Council hereby finds and agrees that the best interests of the Town will not be prejudiced by the Disconnection in the event of the Town s breach or default under this Agreement. Section 9. Miscellaneous. 9.1 Amendments. This Agreement may be amended only with the prior written approval of all of the Parties and any such amendment shall be recorded in the Grand County, Colorado real property records. 9.2 Notices. Any notice required by this Agreement shall be in writing, addressed as follows: If to the Town: If to FRDC: Town of Winter Park 50 Vasquez Road Winter Park, CO Attn: Town Clerk [INSERT NOTICE BLOCK] With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 Seventeenth Street, Suite 1600 Denver, Colorado Attn: Thomas J. Ragonetti; Brian J. Connolly; Allison P. Altaras If to District No. 1: [INSERT NOTICE BLOCK] With a copy to: [INSERT NOTICE BLOCK] If to District No. 2: [INSERT NOTICE BLOCK] With a copy to: [INSERT NOTICE BLOCK] If to District No. 3: 10

32 [INSERT NOTICE BLOCK] With a copy to: [INSERT NOTICE BLOCK] Notices will be deemed delivered and effective as follows: if given personally, when delivered to the Party to whom it is addressed; if delivered by overnight courier, the date upon which delivery is confirmed by such overnight courier; or if given by mail, five (5) days after a letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. 9.3 Entire Agreement. This Agreement constitutes the entire and final understanding among the Parties with respect to the subject matter hereof, other than the FDP and subsequent development improvement agreements affecting the Project. This Agreement supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. 9.4 Assignment. FRDC may assign to one or more successor developers or a District all or any part of its obligations and rights under this Agreement in accordance with the terms and conditions of this Agreement, any applicable service plan for the District, and applicable law. A District may assign to one or more additional metropolitan districts all or any part of its obligations and rights under this Agreement in accordance with the terms and conditions of this Agreement, any applicable service plan for the District, and applicable law. Where used in this Agreement or in the FDP, the term FRDC or District shall also mean any of the lawful successors or assigns of FRDC and/or the District, and all such successors and assigns shall be bound by and have the right to enforce this Agreement. 9.5 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall, unless amended or modified by mutual consent of the Parties, continue in full force and effect. 9.6 Third Parties. There are no intended third-party beneficiaries to this Agreement. 9.7 Conflict with Other Provisions of the Town Code. In the event any provision of this Agreement conflicts with any provision of the Town Code, this Agreement shall control the determination of the rights and obligations of the parties with respect to such conflicting matter. 9.8 Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement. 9.9 Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Grand County, Colorado. 11

33 9.10 No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S , et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town s legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed Subject to Annual Appropriation. Consistent with Article X, 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. [Remainder of page intentionally left blank; signatures appear on following pages] 12

34 Date. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Approval TOWN OF WINTER PARK Jimmy Lahrman, Mayor ATTEST: Danielle Jardee, Interim Town Clerk 13

35 FRASER RIVER DEVELOPMENT CO LLC, a Colorado limited liability company Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 14

36 ROAM METROPOLITAN DISTRICT NO. 1, a quasi-municipal corporation and political subdivision of the State of Colorado Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 15

37 ROAM METROPOLITAN DISTRICT NO. 2, a quasi-municipal corporation and political subdivision of the State of Colorado Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 16

38 ROAM METROPOLITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of the State of Colorado Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 17

39 PARCEL I: EXHIBIT 1 LEGAL DESCRIPTION A PARCEL OF LAND LOCATED IN THE EAST ONE-HALF OF SECTION 33, TOWNSHIP 1 SOUTH, RANGE 75 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF GRAND, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 33; THENCE SOUTH WEST ALONG THE SOUTH LINE OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 33 A DISTANCE OF FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF U.S. HIGHWAY NO. 40; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY THE FOLLOWING FOUR (4) COURSES: NORTH WEST A DISTANCE OF FEET TO A POINT OF CURVE; NORTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT OF TANGENCY; NORTH WEST A DISTANCE OF FEET TO A POINT OF CURVE; NORTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY SOUTH EAST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH EAST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET TO A POINT ON THE NORTH LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE QUARTER OF SAID SECTION 33; THENCE NORTH EAST ALONG SAID NORTH LINE A DISTANCE OF FEET TO THE NORTHEAST CORNER OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 33; THENCE SOUTH WEST ALONG THE EAST LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 33 A DISTANCE OF FEET TO THE EAST ONE-QUARTER CORNER OF SAID SECTION 33; 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-FRDC VERSION-A DOCX

40 THENCE SOUTH WEST ALONG THE EAST LINE OF THE SOUTHEAST ONE- QUARTER OF SAID SECTION 33 A DISTANCE OF FEET TO THE POINT OF BEGINNING. COUNTY OF GRAND, STATE OF COLORADO PARCEL IV: A PARCEL OF LAND LOCATED IN THE WEST ONE-HALF OF THE SOUTHEAST ONE- QUARTER OF SECTION 33, TOWNSHIP 1 SOUTH, RANGE 75 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF GRAND, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF BEAVER VILLAGE FILING NO. 1 AT WINTER PARK, WHICH POINT IS A POINT ON THE WESTERLY RIGHT-OF-WAY OF U.S. HIGHWAY NO. 40; THENCE THE FOLLOWING FIVE (5) COURSES ALONG SAID WESTERLY RIGHT-OF- WAY; SOUTH EAST A DISTANCE OF FEET TO A POINT OF CURVE; SOUTHEASTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING SOUTH EAST A DISTANCE OF FEET TO A POINT; RADIALLY DEPARTING THE ABOVE MENTIONED CURVE SOUTH WEST A DISTANCE OF FEET TO A POINT ON ANOTHER RADIAL CURVE; SOUTHEASTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING SOUTH EAST A DISTANCE OF FEET TO A POINT OF TANGENCY; SOUTH EAST A DISTANCE OF FEET TO A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY OF THE DENVER AND RIO GRANDE RAILROAD SAID POINT BEING A POINT ON A CURVE THE CENTER OF WHICH BEARS SOUTH WEST; THENCE THE FOLLOWING THREE (3) COURSES ALONG SAID NORTHEASTERLY RIGHT-OF-WAY; NORTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT OF CURVE/SPIRAL TRANSITION; NORTHWESTERLY ALONG A SPIRAL TO THE LEFT, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT OF SPIRAL/CURVE TRANSITION; NORTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT FROM WHENCE THE CENTER OF THE IMMEDIATELY AFOREMENTIONED CURVE BEARS SOUTH WEST, SAID POINT FURTHER BEING THE SOUTHERLY MOST CORNER OF BEAVER VILLAGE FILING NO. 3 AT WINTER PARK; 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-FRDC VERSION-A DOCX

41 THENCE NORTH EAST A DISTANCE OF FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED IN WARRANTY DEED RECORDED JANUARY 9, 2002 AT RECEPTION NO COUNTY OF GRAND, STATE OF COLORADO 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-FRDC VERSION-A DOCX

42 EXHIBIT 2 RESIDENTIAL REAL ESTATE TRANSFER ASSESSMENT COVENANT 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-FRDC VERSION-A DOCX

43 EXHIBIT 3 GENERAL REAL ESTATE TRANSFER ASSESSMENT

44 ANNEXATION AND DEVELOPMENT AGREEMENT THIS ANNEXATION AND DEVELOPMENT AGREEMENT (the Agreement ) is made as of this day of, 2018 (the Approval Date ), by and between the TOWN OF WINTER PARK, a Colorado home rule municipal corporation with an address is 50 Vasquez Road, P.O. Box 3327, Winter Park, Colorado (the Town ), FRASER RIVER DEVELOPMENT CO LLC, Colorado limited liability company with an address of ( FRDC ), ROAM METROPOLITAN DISTRICT NO. 1, a quasi-municipal corporation and political subdivision of the State of Colorado ( District No. 1 ), ROAM METROPOLITAN DISTRICT NO. 2, a quasi-municipal corporation and political subdivision of the State of Colorado ( District No. 2 ), and ROAM METROPOLITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of the State of Colorado ( District No. 3, and collectively with District No. 1 and District No. 2, the Districts ), (collectively the Parties and each a Party ). RECITALS A. FRDC owns all of that certain real property legally described on Exhibit 1 attached hereto, which property is currently located in unincorporated Grand County, Colorado (the Property ). B. The Winter Park Town Council (the Town Council ) is the governing body of the Town, with the legal authority to approve annexation of unincorporated territory into the Town pursuant to the Colorado Municipal Annexation Act, C.R.S , et seq. (the Annexation Act ) and to confer vested rights as defined in and pursuant to C.R.S , et seq. (the Vested Rights Act ). C. FRDC has executed and filed with the Town a Petition for Annexation of the Property into the Town (the Petition ), which Petition was found by the Town Council to be in substantial compliance with the requirements of the Annexation Act, and the Property was found by the Town Council to be eligible for annexation under the Annexation Act. D. FRDC proposes to develop the Property as a mixed-use commercial and residential development featuring single-family residences, multi-family residences, lodging, commercial uses, roads and streets, utilities, trails, parks, open space, and other amenities (the Project ). E. FRDC submitted a Final Development Plan for the Property (the FDP ) in accordance with Title 7 of the Winter Park Town Code (the Town Code ). The FDP includes the Final Land Use Plan, Final Zoning Plan, Final Circulation Plan, Final Open Space and Trails Plan, and Development Guide. F. FRDC anticipates developing the Project at such time as market conditions support each phase of the Project, in multiple phases (each, a Phase ). The Project will require FRDC and/or the District to make substantial and extraordinary investments in on-site and off-site public improvements required to be completed in connection with the development of the Project (the Public Improvements ), as the same are more fully described in the FDP. 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

45 G. The Districts are being formed pursuant to C.R.S , et seq., for the purpose of financing and constructing any or all of the Public Improvements and for providing certain public services to the Property and/or the Project, and, as of the Approval Date, the Town Council has approved a service plan (each, a Service Plan ) for the each District as required by C.R.S H. The Parties intend that, upon the Town s approval of the Service Plans for each District, the formation of each District, and the ratification of this Agreement by each District s respective board of directors, the Districts will be a Pparty to this Agreement. I. The Parties desire to set forth in this Agreement their understanding relative to the annexation, zoning, development, and future use of the Property and the Project. AGREEMENT NOW, THEREFORE, in consideration of the premises, mutual covenants, and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by the Parties, the Parties agree as follows: Section 1. General Provisions. 1.1 Incorporation of Recitals. The foregoing Recitals are incorporated into and made substantive provisions of this Agreement. 1.2 Defined Terms. Any initially capitalized terms used but not defined herein shall have the definitions attributed to them in the FDP. 1.3 Nature of Development Agreement. As between the Parties, this Agreement constitutes a development agreement conferring vesting of the rights created by the FDP pursuant to Section 104(2) of the Vested Rights Act. Accordingly, the Parties intend that: THE TOWN COUNCIL S APPROVAL OF THIS ANNEXATION AND DEVELOPMENT AGREEMENT ESTABLISHES VESTED PROPERTY RIGHTS PURSUANT TO ARTICLE 68 OF TITLE 24, C.R.S., AS AMENDED Legal Challenge. As used in this Agreement, Legal Challenge means: any judicial proceeding or other legal action brought by a third party, including referendum or initiative, that challenges this Agreement, the annexation of the Property to the Town (the Annexation ), the zoning of the Property (the Zoning ), the FDP, the formation of any of the Districts, the Town s approval of any of the Service Plans, or any of the Town s resolutions or ordinances approving this Agreement, the Annexation, the Zoning, the FDP, or the Service Plans. If a Legal Challenge occurs, this Agreement shall not become effective until the entry of a final, non-appealable order resolving such Legal Challenge substantially in favor of the Town and FRDC (the Resolution of the Legal Challenge ). The Parties covenant and agree to cooperate in good faith in the event of a Legal Challenge. 2 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

46 Effective Date. This Agreement shall not become effective until the later to occur of the following: (a) the date on which the Town Council's approval of the Annexation, the Zoning, the FDP, and the formation of the Districts, (collectively, the Approvals ) become final and non-appealable; or (b) the Resolution of the Legal Challenge Rescission without Penalty. Notwithstanding any other provision of this Agreement, should the Approvals or the Resolution of the Legal Challenge not occur, any Party shall be entitled to rescission of this Agreement without any penalty whatsoever and, if the Annexation has been completed, FRDC shall be entitled to commence disconnection proceedings pursuant to Section 8 of this Agreement Successful Legal Challenge Contingency. If a Legal Challenge successfully voids, enjoins, or otherwise invalidates this Agreement, the FDP or any portion thereof, or the formation of any of the Districts, and the Parties do not enter into a written agreement to cure the defect, any of the Parties shall have the right to terminate this Agreement. Section 2. Districts. 2.1 Metropolitan Districts. The Town has approved the Service Plans for the Districts, and the Town agrees that the Districts may exercise any and all powers and functions permitted by law in accordance with their Service Plans, including the provision of facilities and services to the Property. Any of the Districts may undertake to finance the design, construction, maintenance, and operation, as applicable, of District-eligible Public Improvements. Wherever this Agreement or the FDP obligates FRDC, any of the Districts may perform such obligation and the Town will accept such District s performance of such obligations and allow the District to provide any collateral required by the Town with respect to any Public Improvements. 2.2 Additional Districts. In addition to the Districts, to facilitate financing, maintenance, and development of the Public Improvements, the Parties may agree to create one or more additional metropolitan districts pursuant to C.R.S , et seq., general improvement districts pursuant to C.R.S , et seq., or one or more special improvement districts pursuant to C.R.S , et seq. 2.3 Amendment of District Boundaries. The boundaries of the Districts may be amended to include additional portions of the Property as compared to those initially contemplated at the time of Service Plan approval; provided, however, that (a) such inclusion of additional property within the boundaries of the District shall be accomplished prior to the conveyance of any platted lots within the subject property; and (b) no portion of the Property shall be included in more than one of the Districts at any one time. Section 3. Management Plans. 3.1 Forest Management. As a condition of approval of any final plat for all or a portion of the Property, FRDC shall prepare a forest management plan, which shall include mountain pine beetle mitigation measures and shall become part of the development improvement agreement associated with such final plat. 3 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

47 3.2 Stream Management. FRDC shall maintain ownership over that portion of the Fraser River running through the Property and that portion of the Fraser River shall remain private and the public shall not have any right to access that portion of the Property for any use thereof. As a condition of approval of a final plat that includes construction on any property immediately adjacent to the Fraser River, FRDC shall, at its sole cost and expense, develop a Stream Management Plan for that portion of the Fraser River. FRDC shall obtain all necessary approvals of the Stream Management Plan from any governmental authorities having jurisdiction over the activities described in the Stream Management Plan. The Stream Management Plan shall become part of the development improvement agreement associated with the final plat. 3.3 Wetland Mitigation. Wetland impacts and mitigation requirements will be determined with each final plat. Wetland permits and mitigation shall comply with United States Army Corps of Engineers processes and requirements. Section 4. Fees and Exactions. 4.1 Limitation on Fees and Exactions. FRDC shall pay only the impact fees and satisfy the dedication requirements set forth in this Section 4 and the FDP. If, following the Approval Date, the Town adopts one or more regulations of general applicability that would either impose new impact fees or dedication requirements or have the effect of increasing any of the impact fees or dedication requirements in this Section 4, such regulations shall not be applicable to the Property or FRDC and/or its successors and assigns while this Agreement is in effect. 4.2 School Impact Fees. FRDC shall pay applicable school impact fees or make required dedications in lieu thereof for any given Phase of the Project. The school impact fees shall be calculated and payable at the time of issuance of the first building permit for a dwelling unit within such Phase in accordance with Chapter 8 of Title 8 of the Town Code, as amended. 4.3 Open Space Fees and Dedications. Subject to FRDC s performance of its obligations to make the dedications of Public Active Open Space described in the FDP, the Town may not impose any additional open space dedications or payments in lieu thereof for the Project. 4.4 Affordable and Workforce Housing Affordable Housing Fees. Prior to the issuance of any building permit for any commercial uses FRDC shall pay to the Town an affordable housing fee equal to the product determined by multiplying $2.00 by the number of commercial square feet ( CSF ) in the Project. All otherwise applicable affordable housing fees imposed by the Town, whether before or after the Approval Date, shall be waived Workforce Housing. For any hotel constructed as part of the Project (the Hotel ), FRDC shall construct housing for a minimum of 30% of the employees of the Hotel, either on-site or within the boundaries of the Town. For purposes of calculating the total number of housing units required to be constructed, a ratio of 0.7 employees per Hotel room (the Housing Ratio ) shall be utilized. FRDC reserves the right to seek approval of revisions to the Housing Ratio upon presentation of evidence to the Town that the Housing Ratio does not accurately reflect 4 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

48 the impact of development of the Hotel on workforce housing in the Town. For purposes of this Section, "hotel" shall have the meaning set forth in Section of the Winter Park Town Code Housing Parcels. Housing Parcels. FRDC shall convey to the Town up to three parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the "Housing Parcels"). Each Housing Parcel shall be a minimum of one (1) acre and suitable for development of multi-family housing. All of the Housing Site Parcels shall be located within the Town. FRDC shall convey the Housing Parcels to the Town by special warranty deed, as follows: one (1) acre within 90 days of the Effective Date; one (1) acre within two (2) years of the Effective Date; and one (1) acre within four (4) years of the Effective Date. [DRAFTING NOTE: FRDC WILL AGREE TO EITHER ONE OF THE FOLLOWING TWO OPTIONS, TO BE DECIDED AT THE MARCH 6 th TOWN COUNCIL HEARING: FRDC shall convey to the Town up to three parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the Housing Parcels ). Each Housing Parcel shall be a minimum of one (1) acre and reasonably suitable for development of multi-family housing, as determined by FRDC in its reasonable discretion. All of the Housing Site Parcels shall be located within the Town. FRDC shall convey the Housing Parcels as follows: (1) one (1) acre upon the sooner to occur of the issuance of the building permit for the 269 th Unit in the Project or five (5) years from the Effective Date; (2) one (1) acre prior to the issuance of the building permit for the 376 th Unit in the Project; and (3) one (1) acre prior to the issuance of the building permit for the 591 st Unit in the Project. -or- FRDC shall convey to the Town parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the Housing Parcels ). Each Housing Parcel shall be: located within the Town; a minimum of one (1) acre; and reasonably suitable for development of multi-family housing, as determined by FRDC in its reasonable discretion. FRDC shall convey the Housing Parcels to the Town within five (5) years of the Approval Date; provided that, FRDC may, at any time prior to such deadline, elect to make a payment to the Town in lieu of the conveyance, at a cost of $100,000 per acre. If paid, such funds shall be used by the Town exclusively for the construction, maintenance or acquisition of affordable or workforce housing.] Negotiation. FRDC and the Town acknowledge that FRDC s obligations relating to affordable housing fees, the provision of workforce housing, and the conveyance of the Housing Parcels are the result of negotiations between FRDC and the Town, and are not the result of unilateral requirements imposed by the Town. [DRAFTING NOTE: PENDING A DETERMINATION BY THE TOWN ON WHETHER THE RETA/RETT EXEMPTION LANGUAGE WILL BE ADDRESSED BY CODE AMENDMENT OR IN THIS AGREEMENT, FRDC HAS REINSERTED THE EXEMPTION LANGUAGE. SHOULD THE TOWN DECIDE TO ADDRESS THE EXEMPTIONS BY CODE AMENDMENT, FRDC WILL REVISE SECTION 1.5 OF THIS AGREEMENT TO DEFINE ADOPTION OF THE ORDINANCE APPROVING THE CODE AMENDMENT AS 5 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

49 A ONE OF THE APPROVALS REQUIRED PRIOR TO THIS AGREEMENT BECOMING EFFECTIVE.] 4.5 Residential Real Estate Transfer Assessment. Within 30 days of the Effective Date, FRDC shall record a covenant against the Property requiring payment to the Town of a real estate transfer assessment in the amount of one half of one percent (0.5%) of the consideration paid for each non-exempt transfer of residential property in the Project (the Residential RETA ). The Residential RETA shall be in addition to the existing Real Estate Transfer Tax administered by the Town under Title 1, Chapter 10 of the Town Code, as amended (the RETT ). The covenant shall be in substantially the form attached hereto as Exhibit 2. The Town shall administer and collect the Residential RETA in the same manner as the Town administers and collects the RETT, with the same exemptions, except that the following transactions shall also be exempt from the Residential RETA: (a) the reorganization of any business entity that owns title to real property within the Project that does not result in the conveyance by deed of such real property to another business entity or individual; and (b) any conveyance of real property between FRDC and any entity in which the owners of FRDC also have an ownership interest. The Residential RETA may be paid either by the buyer or the seller of the subject property as negotiated by the parties to the transfer and such conveyance shall not be subject to the Residential RETA. The Town shall use the funds generated by the Residential RETA exclusively for the construction, maintenance or acquisition of affordable or workforce housing. 4.6 General Real Estate Transfer Assessment. Within 30 days of the Effective Date, FRDC shall record a covenant against the Property requiring payment to the Town of a real estate transfer assessment in the amount of one percent (1%) of the consideration paid for each non-exempt transfer of any real property in the Project (the General RETA ). The General RETA shall be in addition to the RETT, as amended. The covenant shall be in substantially the form attached hereto as Exhibit 3. The Town shall administer and collect the General RETA in the same manner as the Town administers and collects the RETT, with the same exemptions except that the following transactions shall also be exempt from the General RETA: (a) the reorganization of any business entity that owns title to real property within the Project that does not result in the conveyance by deed of such real property to another business entity or individual; and (b) any conveyance of real property between FRDC and any entity in which the owners of FRDC also have an ownership interest. The General RETA may be paid either by the buyer or the seller of the subject property as negotiated by the parties to the transfer. The Town shall use the funds generated by the General RETA exclusively for transportation, special events in the Town, historic restorations and interpretive sites, child care services, resource acquisition, fire mitigation, parks and open space, multi-modal transportation facilities, other public services and facilities, and affordable or workforce housing. Section 5. FRDC Obligations. 5.1 Plans. With input from the Town, FRDC shall prepare all applications and related plans for the Project at FRDC s sole cost, which applications and related plans shall comply with the approved FDP. 5.2 Construction of Public Improvements. In consideration for the Town s approval of the FDP, FRDC or the Districts shall construct and install all of the Public Improvements in 6 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

50 accordance with the FDP, the Town s applicable ordinances, codes and regulations and all other applicable law, except as otherwise provided herein. With each final plat application, FRDC shall submit a development improvements agreement, in a form approved by the Town, to guarantee the construction of the Public Improvements associated with that final plat application. 5.3 Dedication. The Public Improvements constructed by or on behalf of FRDC shall be conveyed or dedicated to the Town for ownership, operation, and maintenance subject to final acceptance by the Town, or to a District, subject to final acceptance by the District. With respect to Public Improvements required to be owned, operated, or maintained by a District, the District shall have the option, but shall not be required, to enter into an agreement with an owners association providing for performance of all or some of such operation and maintenance functions; provided, however, that ownership of the Public Improvements shall be retained by the District and the ultimate responsibility for maintenance of such Public Improvements will remain with the District. 5.4 Applicable Law. FRDC shall comply with all applicable laws, including without limitation all current and future federal, state, and local statutes, regulations, ordinances, and rules relating to: the emission, discharge, release or threatened release of a Hazardous Material into the air, surface water, groundwater, or land; the manufacturing, processing, use, generation, treatment, storage, disposal, transportation, handling, removal, remediation, or investigation of a Hazardous Material; and the protection of human health, safety, or the indoor or outdoor environmental, including (without limitation) the Comprehensive Environmental Response, Compensation and Liability Act, 42 U.S.C. 9601, et seq. ( CERCLA ); the Hazardous Materials Transportation Act, 49 U.S.C. 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C. 6901, et seq. ( RCRA ); the Toxic Substances Control Act, 15 U.S.C. 2601, et seq.; the Clean Water Act, 33 U.S.C. 1251, et seq.; the Clean Air Act; the Federal Water Pollution Control Act; the Occupational Safety and Health Act; all applicable environmental statutes of the State of Colorado; and all other federal, state, or local statutes, laws, ordinances, resolutions, codes, rules, regulations, orders, or decrees regulating, relating to, or imposing liability or standards of conduct concerning any hazardous, toxic, or dangerous waste, substance, or material, as now or at any time hereafter in effect. Section 6. Conveyance of Town Parcel. 6.1 Conveyance of Town Parcel. The Town shall convey to FRDC on or before the Effective Date (the Conveyance Date ) by special warranty deed the net developable area of a parcel of land owned by the Town that is adjacent to the northwest corner of the Project, which is approximately 0.67 acres (the Town Parcel ) at a purchase price of $262, (the Purchase Price ). On the Conveyance Date, this Agreement shall be recorded in title to the Town Parcel Town s Repurchase Option. FRDC hereby grants to the Town a repurchase option with respect to the Town Parcel (the Repurchase Option ). The Repurchase Option shall remain in effect until the first to occur of (a) the date on which FRDC completes construction of the Ski Idlewild Road Improvements; or (b) the date which is eleven (11) years following the Conveyance Date (the Repurchase Option Term ). If the tenth (10 th ) year following the Conveyance Date expires and FRDC has not yet completed the Ski Idlewild Road Improvements (the Repurchase Option Trigger Date ), the Town shall have the right, but not the obligation, to 7 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

51 repurchase the Town Parcel for the amount of the Purchase Price. To exercise the Town s Repurchase Option, the Town must submit written notice to FRDC (the Town s Exercise Notice ) of its exercise of the Town s Repurchase Option by the end of the eleventh (11 th ) year of the Repurchase Option Term. The Town s delivery of the Town s Exercise Notice shall create a binding contract for the sale of the Town Parcel by FRDC to the Town. Within ninety (90) days after FRDC s receipt of the Town s Exercise Notice, FRDC and the Town shall close on the conveyance of the Town Parcel by FRDC to the Town. Such conveyance shall be by special warranty deed. If the Town fails or declines to submit the Town s Exercise Notice to FRDC within one (1) year following the Repurchase Option Trigger Date, the Town s Repurchase Option shall automatically terminate and be of no further force and effect. 6.2 Lease-Back of Town Parcel. For a period of six (6) months following the Conveyance Date, the Town shall have the right to lease back from FRDC, on terms mutually agreeable to FRDC and the Town, the Town Parcel for purposes of staging and storage of Town-owned maintenance vehicles and materials. Section 7. Vested Rights. 7.1 Vesting. The Parties hereby agree that the FDP shall constitute a Site Specific Development Plan under Title 8, Chapter 6 of the Town Code and C.R.S , et seq., and FRDC and its successors and assigns shall have a vested property right to undertake and complete the Project and use the Property under the terms and conditions set forth in the FDP (the Vested Rights ). The Vested Rights shall constitute benefits and burdens to the land and shall run with title to the Property. 7.2 Term. In recognition of the size and complexity of the Project, notwithstanding Winter Park Code 8-6-8, the Vested Rights shall continue for twenty (20) years after the Effective Date. After expiration of the Term, the Property shall continue to be subject otherwise to the FDP, as well as the charter, ordinances, and rules and regulations of the Town, and the Vested Rights established by this Agreement shall be deemed terminated and of no further force or effect; provided, however, that such termination of the Vested Rights shall not affect any common law vested property rights obtained prior to such termination, nor any right arising from the FDP, this Agreement, a plat, a development improvements agreement, or from Town permits or approvals for the Property that were approved subsequent to approval of this Agreement. 7.3 General Regulations. The establishment of the Vested Rights under this Agreement shall not preclude the application of Town regulations of general applicability including, but not limited to, the application of local improvement districts, building, fire, plumbing, engineering, electrical, and mechanical codes, or the application of regional, state, or federal regulations, as all of the foregoing exist on the Effective Date or may be enacted or amended after the Effective Date, except as otherwise provided herein, as against the Property and the Project. FRDC does not waive its rights, however, to oppose adoption of any such regulations. In addition, in the event any impact fee or dedication requirement of the Town Code which FRDC has agreed to pay or make pursuant to this Agreement is subsequently repealed, FRDC and the Property shall no longer be subject to such repealed Town Code requirement. 8 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

52 Section 8. Remedies. 8.1 Available Remedies. Upon a breach of this Agreement by any Party, the non-breaching Parties shall be entitled to pursue all remedies allowed by law or in equity, including but not limited to those remedies established under the Vested Rights Act, and the exercise of one remedy shall not preclude the exercise of any other remedy. 8.2 Disconnection. In addition to any other available remedy available at law or in equity, in the event of an uncured breach by the Town, FRDC shall be entitled to disconnect the Property or any portion thereof from the Town as set forth in this Section. It is expressly understood and acknowledged that the procedures specified herein shall be in lieu of any procedures set forth in C.R.S , et seq., or C.R.S , et seq., which only apply to statutory cities and towns, as confirmed in Allely v. City of Evans, 124 P.3d 911 (Colo. App. 2005). The disconnection procedures set forth in this Section are authorized by the Town s home rule charter under Article XX, Section 6 of the Colorado Constitution Petition for Disconnection. To avail itself of this remedy, FRDC shall file a written petition for disconnection with the Town Clerk, which shall include a legal description of the Property or portion thereof subject to the disconnection and a map depicting the property to be disconnected. Within 60 days of receipt of such a petition, the Town Council shall finally adopt an ordinance disconnecting the Property from the Town (the Disconnection ). The Town shall file the Disconnection ordinance and map with all parties entitled to receive an annexation ordinance and map under C.R.S In the event the Town fails or refuses to so complete the Disconnection, in that event only shall FRDC have the right to pursue an action for specific performance to effectuate the Disconnection Levied Taxes. Upon the Disconnection, the Property shall not be exempt from the payment of any property taxes lawfully assessed against it for the purpose of paying any indebtedness lawfully contracted by the Town while such Property was within the limits of the Town and which remains unpaid and for the payment of which the Property could be lawfully taxed. When the Town levies a property tax for the purpose of paying indebtedness or any part thereof or interest thereon, the Town may levy a tax at the same rate and for the same purpose on the disconnected Property. The County Treasurer shall pay over to the Town all moneys collected on account of such tax, to be applied only to the payment of such indebtedness. If any owner of the disconnected Property pays off and discharges a portion of such indebtedness equal in amount to the same proportion of the indebtedness which the valuation for assessment of the land bears to the entire valuation for assessment of all the property subject to taxation for the payment of such indebtedness, calculated according to the last assessment previous to such payment, said land is exempted from further taxation to pay such indebtedness. Upon such payment being made, evidences of payment of such portion of said indebtedness shall be deposited with the Town, and the Town shall issue a certificate stating that such payment has been made Conflicts. In the event of any conflict between this Section 8.2 and any provision of the Municipal Annexation Act or the Town Code regarding disconnection, this Section 8.2 shall control. 9 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

53 Findings. The Town Council hereby finds and agrees that the best interests of the Town will not be prejudiced by the Disconnection in the event of the Town s breach or default under this Agreement. Section 9. Miscellaneous. 9.1 Amendments. This Agreement may be amended only with the prior written approval of all of the Parties and any such amendment shall be recorded in the Grand County, Colorado real property records. 9.2 Notices. Any notice required by this Agreement shall be in writing, addressed as follows: If to the Town: If to FRDC: Town of Winter Park 50 Vasquez Road Winter Park, CO Attn: Town Clerk [INSERT NOTICE BLOCK] With a copy to: Otten, Johnson, Robinson, Neff & Ragonetti, P.C. 950 Seventeenth Street, Suite 1600 Denver, Colorado Attn: Thomas J. Ragonetti; Brian J. Connolly; Allison P. Altaras If to District No. 1: [INSERT NOTICE BLOCK] With a copy to: [INSERT NOTICE BLOCK] If to District No. 2: [INSERT NOTICE BLOCK] With a copy to: [INSERT NOTICE BLOCK] If to District No. 3: 10 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

54 [INSERT NOTICE BLOCK] With a copy to: [INSERT NOTICE BLOCK] Notices will be deemed delivered and effective as follows: if given personally, when delivered to the Party to whom it is addressed; if delivered by overnight courier, the date upon which delivery is confirmed by such overnight courier; or if given by mail, five (5) days after a letter containing such notice, properly addressed, with postage prepaid, is deposited in the United States mail. 9.3 Entire Agreement. This Agreement constitutes the entire and final understanding among the Parties with respect to the subject matter hereof, other than the FDP and subsequent development improvement agreements affecting the Project. This Agreement supersedes all prior agreements and understandings between the Parties relating to the subject matter hereof. 9.4 Assignment. FRDC may assign to one or more successor developers or a District all or any part of its obligations and rights under this Agreement in accordance with the terms and conditions of this Agreement, any applicable service plan for the District, and applicable law. A District may assign to one or more additional metropolitan districts all or any part of its obligations and rights under this Agreement in accordance with the terms and conditions of this Agreement, any applicable service plan for the District, and applicable law. Where used in this Agreement or in the FDP, the term FRDC or District shall also mean any of the lawful successors or assigns of FRDC and/or the District, and all such successors and assigns shall be bound by and have the right to enforce this Agreement. 9.5 Severability. If any term, provision, covenant, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall, unless amended or modified by mutual consent of the Parties, continue in full force and effect. 9.6 Third Parties. There are no intended third-party beneficiaries to this Agreement. 9.7 Conflict with Other Provisions of the Town Code. In the event any provision of this Agreement conflicts with any provision of the Town Code, this Agreement shall control the determination of the rights and obligations of the parties with respect to such conflicting matter Counterparts. This Agreement may be executed in multiple counterparts, each of which will be deemed to be an original and all of which taken together will constitute one and the same agreement Governing Law and Venue. This Agreement shall be governed by the laws of the State of Colorado, and any legal action concerning the provisions hereof shall be brought in Grand County, Colorado No Waiver. Delays in enforcement or the waiver of any one or more defaults or breaches of this Agreement by the Town shall not constitute a waiver of any of the other terms or obligation of this Agreement. 11 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

55 Governmental Immunity. The Town and its officers, attorneys and employees, are relying on, and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities or protections provided by the Colorado Governmental Immunity Act, C.R.S , et seq., as amended, or otherwise available to the Town and its officers, attorneys or employees Rights and Remedies. The rights and remedies of the Town under this Agreement are in addition to any other rights and remedies provided by law. The expiration of this Agreement shall in no way limit the Town s legal or equitable remedies, or the period in which such remedies may be asserted, for work negligently or defectively performed Subject to Annual Appropriation. Consistent with Article X, 20 of the Colorado Constitution, any financial obligation of the Town not performed during the current fiscal year is subject to annual appropriation, shall extend only to monies currently appropriated, and shall not constitute a mandatory charge, requirement, debt or liability beyond the current fiscal year. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Approval Date. [Remainder of page intentionally left blank; signatures appear on following pages] 12 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

56 Date. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Approval TOWN OF WINTER PARK Jimmy Lahrman, Mayor ATTEST: Danielle Jardee, Interim Town Clerk FRASER RIVER DEVELOPMENT CO LLC, a Colorado limited liability company Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 13 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

57 ROAM METROPOLITAN DISTRICT NO. 1, a quasi-municipal corporation and political subdivision of the State of Colorado Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public ROAM METROPOLITAN DISTRICT NO. 2, a quasi-municipal corporation and political subdivision of the State of Colorado STATE OF COLORADO ) ) ss. COUNTY OF ) Name: Title: The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 14 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

58 ROAM METROPOLITAN DISTRICT NO. 3, a quasi-municipal corporation and political subdivision of the State of Colorado Name: Title: STATE OF COLORADO ) ) ss. COUNTY OF ) The foregoing instrument was subscribed, sworn to and acknowledged before me this day of, 2018, by as of. My commission expires: (S E A L) Notary Public 15 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

59 PARCEL I: EXHIBIT 1 LEGAL DESCRIPTION A PARCEL OF LAND LOCATED IN THE EAST ONE-HALF OF SECTION 33, TOWNSHIP 1 SOUTH, RANGE 75 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF GRAND, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF SAID SECTION 33; THENCE SOUTH WEST ALONG THE SOUTH LINE OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 33 A DISTANCE OF FEET TO A POINT ON THE EASTERLY RIGHT-OF-WAY OF U.S. HIGHWAY NO. 40; THENCE ALONG SAID EASTERLY RIGHT-OF-WAY THE FOLLOWING FOUR (4) COURSES: NORTH WEST A DISTANCE OF FEET TO A POINT OF CURVE; NORTHWESTERLY ALONG A CURVE TO THE RIGHT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT OF TANGENCY; NORTH WEST A DISTANCE OF FEET TO A POINT OF CURVE; NORTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET; THENCE DEPARTING SAID EASTERLY RIGHT-OF-WAY SOUTH EAST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH EAST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET; THENCE NORTH WEST A DISTANCE OF FEET TO A POINT ON THE NORTH LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE QUARTER OF SAID SECTION 33; THENCE NORTH EAST ALONG SAID NORTH LINE A DISTANCE OF FEET TO THE NORTHEAST CORNER OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 33; THENCE SOUTH WEST ALONG THE EAST LINE OF THE SOUTH ONE-HALF OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 33 A DISTANCE OF FEET TO THE EAST ONE-QUARTER CORNER OF SAID SECTION 33; 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

60 THENCE SOUTH WEST ALONG THE EAST LINE OF THE SOUTHEAST ONE-QUARTER OF SAID SECTION 33 A DISTANCE OF FEET TO THE POINT OF BEGINNING. COUNTY OF GRAND, STATE OF COLORADO PARCEL IV: A PARCEL OF LAND LOCATED IN THE WEST ONE-HALF OF THE SOUTHEAST ONE-QUARTER OF SECTION 33, TOWNSHIP 1 SOUTH, RANGE 75 WEST OF THE 6TH PRINCIPAL MERIDIAN, COUNTY OF GRAND, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: BEGINNING AT THE SOUTHEAST CORNER OF BEAVER VILLAGE FILING NO. 1 AT WINTER PARK, WHICH POINT IS A POINT ON THE WESTERLY RIGHT-OF-WAY OF U.S. HIGHWAY NO. 40; THENCE THE FOLLOWING FIVE (5) COURSES ALONG SAID WESTERLY RIGHT-OF-WAY; SOUTH EAST A DISTANCE OF FEET TO A POINT OF CURVE; SOUTHEASTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING SOUTH EAST A DISTANCE OF FEET TO A POINT; RADIALLY DEPARTING THE ABOVE MENTIONED CURVE SOUTH WEST A DISTANCE OF FEET TO A POINT ON ANOTHER RADIAL CURVE; SOUTHEASTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING SOUTH EAST A DISTANCE OF FEET TO A POINT OF TANGENCY; SOUTH EAST A DISTANCE OF FEET TO A POINT ON THE NORTHEASTERLY RIGHT-OF-WAY OF THE DENVER AND RIO GRANDE RAILROAD SAID POINT BEING A POINT ON A CURVE THE CENTER OF WHICH BEARS SOUTH WEST; THENCE THE FOLLOWING THREE (3) COURSES ALONG SAID NORTHEASTERLY RIGHT-OF-WAY; NORTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT OF CURVE/SPIRAL TRANSITION; NORTHWESTERLY ALONG A SPIRAL TO THE LEFT, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT OF SPIRAL/CURVE TRANSITION; NORTHWESTERLY ALONG A CURVE TO THE LEFT HAVING A CENTRAL ANGLE OF , A RADIUS OF FEET, THE LONG CHORD BEARING NORTH WEST A DISTANCE OF FEET TO A POINT FROM WHENCE THE CENTER OF THE IMMEDIATELY AFOREMENTIONED CURVE BEARS SOUTH WEST, SAID POINT FURTHER BEING THE SOUTHERLY MOST CORNER OF BEAVER VILLAGE FILING NO. 3 AT WINTER PARK; 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

61 THENCE NORTH EAST A DISTANCE OF FEET TO THE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED IN WARRANTY DEED RECORDED JANUARY 9, 2002 AT RECEPTION NO COUNTY OF GRAND, STATE OF COLORADO 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

62 EXHIBIT 2 RESIDENTIAL REAL ESTATE TRANSFER ASSESSMENT COVENANT 3/2/2018 Q:\USERS\WP\BEAVERS\AGR\ANNEX DA-REDLINE DOCX

63 EXHIBIT 3 GENERAL REAL ESTATE TRANSFER ASSESSMENT

64 TO FROM THRU DATE RE Town Council James Shockey, Community Development Director Bill Wengert, Acting Town Manager March 6, 2018 Roam Final Development Plan / Annexation and Development Agreement The FDP can be downloaded here FDP with Staff Comments General Information: Fraser River Development Company, LLC has applied to the Town of Winter Park to annex and zone 172-acres of property located on property commonly referred to as Beaver s Lodge. The property is an infill site surrounded by existing Town boundaries along nearly 50% of its perimeter and national forest along most of the remainder. The majority of the property lies east of Highway 40 and contains nearly one mile of Fraser River frontage. The Property contains extensive wetlands and wildlife habitat. The topography of the site ranges from nearly flat mountain meadows to timbered hillsides with slopes exceeding 30%. The majority of the timber on the site is infected with pine beetle and is dead. Aside from one obsolete water line and one sanitary line serving the old Beaver s Lodge, the site has absolutely no infrastructure: no paved roads, utilities, or storm water control. The site is presently in unincorporated Grand County with Business/Forestry/Open zoning. The applicant is proposing to annex the property into the Town of Winter Park with a Planned Development (P-D) zoning, allowing for up to 1,079 residential uses, 440 accommodation units (hotel units/resort cabins) and 72,000 square feet of commercial. The Town s Annexation Committee, made up of the Community Development Director, Town Manager, and two Councilmembers, have been reviewing the proposed annexation and zoning since fall The items outlined below are a result of those meetings. Final Development Plan Analysis To review the proposed development standards, we will review the following topics: site characteristics, density, proposed uses, site development standards, public and private infrastructure, open space and public dedications. Site Characteristics The property consists of approximately 172 acres of high alpine terrain, ranging from 8,770 to 9,100 feet above sea level. There are significant slopes (greater than 30%) on the property as well as flat terrain adjacent to the Fraser River. The natural characteristics are described below: Geological Hazard Areas: The applicant has submitted a geotechnical report that identifies one area of concern on the property. This 5.5 acre area is proposed for public open space and would be an extension of Porphyry Park in the Rendezvous at Winter Park development.

65 Slopes in Excess of 30% (Exhibit D & Exhibit G): There are numerous slopes that are in excess of 30% to the east of the Fraser River (PA-11, PA-13, PA-15, PA-16) and in portions of PA-17 west of Main Street. Typically, these areas are not suitable for development as it could require a considerable amount of cut and fill in order to build in the site. The Development Standards (Exhibit D) has language stating that development will be limited on steep slopes that exceed 30%. At the time of platting, the applicant will demonstrate that areas with steep slopes have been avoided to the greatest extent practicable. Isolated pockets of 30% slopes will be considered acceptable for development. In addition, the applicant has created a Riparian Corridor & Mountainside Preservation Plan (Exhibit G) that protects 10.6 acres of hillside that have aesthetic value to the property and provide a scenic backdrop from the valley floor and the Town. Permitted uses within these areas are limited to trails, overlooks and underground utilities. Wetlands (Exhibit G): The Fraser River is the primary riparian corridor that meanders through the central portion of the property. This corridor ranges in width from 60 feet to 400 feet. Other corridors include the aquatic complex that is located at the southwest corner of the main parcel. A tributary riparian corridor is located along the north boundary of the Roam West parcel. In keeping with the vision of Roam, the applicant s intent is to preserve and enhance the natural integrity of these corridors. As illustrated on the Riparian Corridor & Mountainside Preservation Plan (Exhibit G), the applicant is proposing to protect nearly 24 acres of wetlands along the Fraser River. Permitted uses in the riparian preservation corridors will include trails, interpretive signage, overlooks and recreation facilities. Other items will include utilities, pedestrian and road crossings. All improvements and facilities located within the flood plain will need to comply with the respective standards and regulations that are associated with the 100-year floodplain. Ridgelines and Areas of Visual Sensitivity: The majority of the proposed development is located on the lower reaches of the hillsides and ridgeline development is unlikely due to the steep slopes east of the Fraser River. The Development Standards (Exhibit D) state if development is proposed in Visually Sensitive Areas, as outlined on the Land Use Map, a visual analysis will need to be performed at the time of platting. Zoning / Proposed Uses (Exhibit B) The 2006 Town Plan includes recommendations for the Beavers site. The Plan calls for the northwest portion of the site as an extension of the Town s Core Area by extending the grid and providing mixed use land designations. The proposed zoning for Roam includes zone districts D-C and R-C, the two highest and most intense zone districts permitted in the Town. The proposed zoning is in conformance with the current Town Plan. The zone boundaries will be defined by the Fraser River. The west side of the Fraser River is proposed as D-C which allows for a more intensive commercial component complimenting the existing D-C zoning directly adjacent to the property. The east side of the Fraser River is proposed as R-C zoning which allows for a less intensive land use with a focus on residential. The FDP further breaks down each planning area with specific variations from the standard zone district to make each area more compatible at a micro level.

66 The FDP includes a broad list of uses for both the residential and mixed-use areas. The proposed uses are taken from the Winter Park Town Code s uses permitted in the D-C, and R-C zone districts. The applicant is proposing a modification to the permitted land uses for each district. The largest modification is permitting single-family attached and detached in the D-C zone district. An extension of the Downtown Overlay District is proposed along Vasquez Road. The extension is defined by the Roam property line to the west; Ski Idlewild Road to the East; 75 feet north of the centerline of Vasquez Rd. to the north and 75 feet south of the centerline of Vasquez Rd. to the south. Roam West (PA-17) is included within the Final Development Plan with the zoning designation Open Space and Forestry. The permitted uses within Roam West will be open space, renewable energy production, forestry uses and DU/AU units as further provided in the Land Use Summary Matrix (Exhibit C). Density The FDP proposes 1,079 residential uses, 440 accommodation units (hotel units) and 72,000 square feet of commercial on the 172 acres. For the overall site, this equates to 6.2 dwelling units per acre (8.8 dwelling units per acre with accommodation units). In addition to maximum density for the project as a whole, each planning area is subject to maximum density as shown on the Land Use Summary Matrix (Exhibit C). Because the property is significant in size, the applicant has proposed 17 planning areas throughout the development. The planning areas with the highest potential density are Parcels 1-4 located adjacent to the Town Core. The applicant has provided a breakdown of the number of units in the Land Use Summary Matrix. Single-Family Equivalent (SFE) Restrictions (Page 50 of the FDP) Section 6.2 of the FDP sets a maximum water and sewer tap allocation of 1,076 SFE s for the property. Public and Private Infrastructure Roads (Page 51 of the FDP): The applicant has submitted a Roadway Report which includes a conceptual plan of the entire road system for the project. The applicant is proposing to connect to the following existing roads with internal public roads: Vasquez Road Ski Idlewild Road Main Street (Highway 40) Future Roadway into the Riverwalk Property commonly referred to as the River Road The FDP is proposing the Town will own and maintain two roads in the project. Road A generally serves the southern portion of the project and runs parallel to Main Street, connecting Ski Idlewild Road and Road B and intersecting with Vasquez Road. Road B generally serves the northern portion of the project and intersects with Main Street to the south and the future River Road to the north. All other internal roads are proposed to remain private.

67 Road A and Road B are proposed to be dedicated to the Town upon recording of a final plat and then turned over to the Town for maintenance after the following occurs - the two-year warranty period has expired, certificates of occupancy (whether temporary or final) have been obtained for no less than twenty-five percent (25%) of the DUs and sufficient contiguous portions of Road A and/or Road B have been completed to allow for continuous access to the road. Road B will not be required to connect to the Riverwalk Property to the north until such time as the later of the following occur: (a) the 200 th certificate of occupancy has been obtained for development east of the Fraser River; and (b) the adjacent portion of roadway to which Road B is designed to connect has been completed according to Town standards. The Town also wanted the ability to construct the road someday in the future if 200 units are never constructed on the east side of the river. Language has been added that if Road B has not been completed within five years after the adjacent portion of Road B to the north is completed, a right-of-way shall be dedicated to the Town. If the road to the north has not been constructed after 15 years, a right-of-way will still be dedicated. The Roadway Report has been created to substitute the Town standards. The Report has been reviewed and approved by the Town Engineer. Public Dedications Parks, Open Space, Trails, Etc. Open Space Public and Private: The proposed open space is made up of sensitve natural areas containing the Fraser River corridor, wetlands, unstable slopes and drainage ways. Public Dedication Section 9 (FDP) outlines two parcels that will be dedicated to the public. The first parcel is 5.5 acres in PA-16 and is an extension of Porphyry Park in Rendezvous Winter Park. This will create a 20 acre park between the two properties. Porphyry Park will be dedicated to the Town at the time of subdivision platting for the Property that includes Porphyry Park. The Town will be responsible for the design and construction of Porphyry Park and all related improvements, including but not limited to the parking lot and restroom facilities, and for operation, maintenance, and repair of the Park thereafter. There is no specific date when the improvements need to be completed by the Town. If the Council determines the improvements are not required in the future, there is no obligation to construct the improvements. In addition, a 1.5 acre neighborhood park will be dedicated in PA 7. FDR will be responsible for the improvements which will include restroom facilities, a picnic shelter, a playground amenity, and a small level field with a related irrigation system. FRDC will design the neighborhood park at the time of final subdivision platting of the portion of the property fully containing the park. FRDC shall dedicate the park at the time of platting. FRDC shall construct the improvements upon issuance of more than fifty percent (50%) of the certificates of occupancy for dwelling units within the platted portion of the property fully containing Neighborhood Park. Section of the Town Code states the Town shall require either the dedication, reservation or conveyance of areas or sites suitable for public purposes such as parks, flood channels, scenic areas and greenbelts of up to five percent (5%) of the total area of the subdivision. This would require 8.6 acres of land be dedicated for the entire property. FRDC is dedicating 7 acres of park property and approximately 3 acres of trail easements. The park land and trail easement dedications exceed the 5% Town requirement.

68 Private Dedication Roam is defined by a series of Riparian corridors and complexes. In keeping with the vision of Roam, FRDC s intent is to preserve and enhance the natural integrity of these corridors. As illustrated in the Riparian Corridor and Mountainside Preservation Plan, FRDC will set aside the Fraser River corridor which includes land located within the 100-year floodplain. There are also other natural features including tributary drainages and ponds that have been included in the corridor. This 24 acre corridor will enhance and preserve these areas and continue to provide for wildlife habitat, education and recreational opportunities. Permitted uses in the riparian preservation corridor will include trails, interpretive signage, overlooks and recreation facilities. Other items will include utilities, pedestrian and road crossings. All improvements and facilities located within the floodplain will need to comply with the respective standards and regulations that are associated with the 100-year floodplain. The eastern edge of the valley floor is defined by a series of mountains and hillsides. Some of these geographic features are comprised of slopes that exceed a 30% vertical gradient. These hillsides have aesthetic value and provide a scenic backdrop from the valley floor and the Town. Specific areas have been designated to be preserved to ensure the physical and visual integrity of these features are preserved. This will include maintaining the existing vegetation to the extent practable. Permitted uses within these areas may include trails and overlooks that can be integrated with the natural terrain. Required underground utilities are also permitted. The total area of the riparian corridor and mountainside area equals 34.5 acres or approximately 20% of the total land area. Trails (Exhibit F): The trails proposed throughout Roam will further advance the Town of Winter Parks goal of enhancing connectivity. FRDC will dedicate a 16 permanent trail easement centered on an 8- foot asphalt trail for the Fraser River Trail. The trail easement may need to be increased where cut or fill slopes are present. The trail will be located on the east side of the Fraser River from the south property line to the bridge crossing near Vasquez Rd. The trail will then be located on the west side to the existing trail along Trailhead Lodges. The Town will be responsible for the funding and construction of the trail. FRDC will be responsible for the construction of the pedestrian bridge over the Fraser River near Vasquez Rd. The Town will install two small pocket parks along the trail. FRDC will also provide a 10-foot singletrack trail easement for the Wolverine drainage and Porphyry drainage. The Town will be responsible for installing these trails. In addition, a series of interconnected private trails will be provided. FRDC and the Town shall flag the rough locations of the Dedicated Trails prior to October 15, Upon completion of field verification, FRDC shall convey to the Town, one or more relocatable easements for the location, construction, improvement, maintenance, repair, and replacement of the Dedicated Trails. Additional language should be added to the FDP requiring the conveyance within 60 days of field verification.

69 Other Items of Discussion Vested Rights (Page 21 of FDP): The draft annexation agreement proposes vested rights for 20 years. Building Height (Development Standards Table): FRDC is proposing building heights ranging from 40 for single-family structures to 55 for multi-family and commercial structures. They are proposing a height of 75 for lodging and hotel uses in PA-1, 2, 3, 4, 8, 9 and 10. The maximum building height for multifamily projects that do not contain at least 60% accommodation units shall be 55. Wells and Septic (Page 51 of FDP): The FDP proposes to permit the use of wells and individual sewage disposal systems for development within the property. Section 6.4 of the FDP states Approved wells and individual disposal systems many be located in Planning Areas 11 through 16 located on the east side of the Fraser River, subject to approval by GCWSD and all applicable federal, state, and local permitting requirements. The FDP will need to be amended to include Planning Area 17 as well. Rendezvous Arrow Water Tank (Page 54 of FDP): Construction of a water tank for the Zone 2 water line is proposed to be constructed by Rendezvous, Grand County Water and Sanitation District No.1, and FRDC. The applicant requested the Town participate in a reimbursement agreement if FRDC were to build the tank prior to Rendezvous constructing it. Staff feels this agreement should be between the parties and not include the Town. The applicant has agreed to remove this section from the FDP. Reimbursement for Off-Site Improvements (Page 53 of FDP): Full build-out of the Project will require expansion of Vasquez Road east of Highway 40 for approximately 485 feet, connecting Vasquez Road to Road A. Full build-out will also require expansion of Ski Idlewild Road for approximately 900 feet southward to intersect Vasquez Road and connect to Road A. FRDC will construct the Vasquez Road Improvements and Ski Idlewild Road Improvements at their sole cost, subject to reimbursement from neighboring property owners. Section of the FDP states the Town will use commercially reasonable efforts to obtain prompt reimbursement from any third parties who benefit from the improvements financed by FRDC or the Districts for a period not to exceed12 years following acceptance of the Vasquez Road and Ski Idlewild Road Improvements by the Town or upon the expiration of the vesting period of the Final Development Plan. Roam West (Page 50 of FDP): Roam West (PA-17) will be zoned Open Space and Forestry. The property will be permitted to have renewable energy production, forestry uses and up to three residential structures. In addition, 40 accommodation units could be constructed on the property if municipal water and sewer is provided. A portion of the property has been identified as a visually sensitive area and will require a visual analysis prior to development. The FDP will be amended to include a definition of Resort Cabins and clarify there use as an accommodation unit (hotel unit). Landscape Buffers (Exhibit H): The FDP proposes utilizing the Town s Landscape Design Guidelines for the project. Design Standards: The FDP proposes utilizing the Town s Design Guidelines for the project. Parking Requirements: The FDP proposes using the Town s Parking Standards.

70 Annexation and Development Agreement Analysis Forest Management (Page 3 of Annex Agreement): Section 3.1 of the Agreement states FRDC will, as a condition of approval of any final plat, prepare a forest management plan, which will include mountain pine beetle mitigation measures and shall become part of the development improvement agreement associated with such final plat. Stream Management (Page 4 of Annex Agreement): Section 3.2 of the Agreement states FRDC will, as a condition of approval of a final plat that includes construction on any property immediately adjacent to the Fraser River, develop a Stream Management Plan for that portion of the Fraser River. FRDC shall obtain all necessary approvals of the Stream Management Plan from any governmental authorities having jurisdiction over the activities described in the Stream Management Plan. The Stream Management Plan shall become part of the development improvement agreement associated with the final plat. Affordable Housing (Page 4 of Annex Agreement): The Annexation and Development Agreement will require a.50% Real Estate Transfer Assessment be collected on the sale of any residential property in the development. The money collected will be restricted to affordable housing uses within the Town. In addition, the applicant will pay $2.00 a square foot on commercial square footage and provide a minimum of 30% employee housing for any hotel constructed on the property. The Town and applicant have negotiated the dedication of three acres of land within the boundaries of Winter Park. Two options for dedication have been presented for the Council s consideration Option #1 FRDC shall convey to the Town up to three parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the Housing Parcels ). Each Housing Parcel shall be a minimum of one (1) acre and reasonably suitable for development of multi-family housing, as determined by FRDC in its reasonable discretion. All of the Housing Site Parcels shall be located within the Town. FRDC shall convey the Housing Parcels as follows: (1) one (1) acre upon the sooner to occur of the issuance of the building permit for the 269 th Unit in the Project or five (5) years from the Effective Date; (2) one (1) acre prior to the issuance of the building permit for the 376 th Unit in the Project; and (3) one (1) acre prior to the issuance of the building permit for the 591 st Unit in the Project. -or- Option #2 FRDC shall convey to the Town parcels totaling a minimum of three (3) acres (each a Housing Parcel and collectively the Housing Parcels ). Each Housing Parcel shall be: located within the Town; a minimum of one (1) acre; and reasonably suitable for development of multi-family housing, as determined by FRDC in its reasonable discretion. FRDC shall convey the Housing Parcels to the Town within five (5) years of the Approval Date; provided that, FRDC may, at any time prior to such deadline, elect to make a payment to the Town in lieu of the conveyance, at a cost of $100,000 per acre. If paid, such funds shall be used by the Town exclusively for the construction, maintenance or acquisition of affordable or workforce housing.]

71 General Real Estate Transfer Assessment (Page 6 of Annex Agreement): Section 4.6 of the Agreement requires FRDC to sign a covenant again the property requiring payment to the Town of a real estate transfer assessment in the amount of 1% of the purchase price of any real property in the project. The Town shall use the funds generated by the General RETA exclusively for transportation, special events in the Town, historic restorations and interpretive sites, child care services, resource acquisition, fire mitigation, parks and open space, multi-modal transportation facilities, other public services and facilities, and affordable or workforce housing. Conveyance of Town Parcel (Page 7 of Annex Agreement): The Town currently owns a 1 acre parcel behind Subway that is proposed to be sold to FRDC. Section 6.1 of the Agreement states the Town shall convey to FRDC by special warranty deed the net developable area of a parcel of land owned by the Town. The net developable area is approximately 0.67 acres after land is dedicated for the Ski Idlewild Road extension. The proposed purchase price is $262, Lease-Back of Town Parcel (Page 8 of Annex Agreement) For a period of 6 months following the sale date of the Town Parcel, the Town will have the right to lease back from FRDC, the Town Parcel for purposes of staging and storage of Town-owned maintenance vehicles and materials. Analysis of Fiscal Impact of the Development Staff has reviewed the fiscal impact of the development throughout the build-out and at stabilization. Included in the analysis is the cost of amenities that the Town has assumed under the Agreements and cost of services at stabilization. Based on assumptions of a 20 year build-out to get to stabilization and inflationary adjustments, it is estimated that the development will yield to the Town $3.8 million in annual sales, lodging, transit and real estate taxes, $390,000 in housing RETA, and $90,000 in building permit revenues. Anticipated operating costs to the Town at stabilization total $790,000 annually for police, transit, parks, trails, administration and road maintenance. Through the build-out period, the Town has estimated that the development will provide one-time revenues totaling $1.7 million for building permits, affordable housing fees, and design fees. Onetime costs to the Town are estimated at $540,000 for the Fraser River Trail, two single-track trails and access to Porphyry Park. It is anticipated that a portion of the cost for the trails and park will be offset by grant proceeds.

72 Planning Commission Meeting The Planning Commission reviewed the Final Development Plan (FDP) on January 30, 2018 and recommended approval with conditions. The Commission discussed the following items as part of their review Vasquez Road to the Fraser River The Planning Commission wanted to ensure there was adequate pedestrian connection between Vasquez Road (at the intersection of Ski Idlewild Road) and the pedestrian bridge crossing the Fraser River. The Commission wanted to make sure that area is inviting to the public and doesn t feel private even if residential units are constructed in the area. Under Exhibit D Development Standards, the applicant has added a paragraph addressing this concern. It states, Vasquez Road east of Ski Idlewild Road will require an 8 foot walk on the north side with associated streetscape that reinforces pedestrian connectivity to the pedestrian bridge and Fraser River Trail. Permitted Use-by-Right The Planning Commission discussed if drive-thru businesses should be permitted as a use-by-right. They are considered a Special Use in the DC District throughout downtown. The Commission was satisfied that a drive-thru could remain as a use-by-right. The Commission also recommended the applicant add Outdoor Vendors as a Special Use under the Mixed Use Zone District. This is a Special Use in the DC District and should be carried over if they intend to have any outdoor vendors in the mixed use development. The applicant added this use into the permitted land uses. Road B The Commission requested the applicant provide a maximum density limit that could be constructed on Road B prior to providing secondary access to the north through the Rendezvous/VZF property. The applicant proposed a density limit of 200 units east of the Fraser River. After the 200 th unit is platted, the developer would be required to install the road through the property. The Commission also discussed the need to add language to the agreement requiring Road B be dedicated through the property within a certain timeframe of the road being completed on the Rendezvous/VZF property. Well and Septic The Commission requested the applicant clarify where well and septic could be constructed on the property. Section 6.4 of the Development Guide states Approved wells and individual disposal systems many be located in Planning Areas 11 through 16 located on the east side of the Fraser

73 River, subject to approval by GCWSD and all applicable federal, state, and local permitting requirements. The FDP will need to be amended to include Planning Area 17 as well. Continuation of Current Use The Commission requested the applicant add language concerning the continued use of existing businesses on the property. Section 4.2 of the FDP states Notwithstanding any provision of the Final Development Plan or the Town Code to the contrary, all existing residential and commercial uses shall be permitted to continue on the Property until such time as construction is commenced on such portion of the Property and all or any portion of the Property shall be permitted to be used for agricultural or forestry purposes until such time as construction is commenced on such portion or portions of the Property. Downtown Overlay District The Commission requested the applicant add an overlay district along Vasquez Road requiring commercial development on the first floor of any structure fronting the road. Under Exhibit D, Proposed Zoning, it states An extension of the current Winter Park Downtown Overlay District is proposed. The extension is defined by the Beavers property line to the west; Ski Idlewild Road to the East; 75 feet north of the centerline of Vasquez Rd. to the north and 75 feet south of the centerline of Vasquez Rd. to the south. Building Height The Commission requested clarification on the percentage of residential units versus accommodation units required in a structure to permit the 75 building height. Under Exhibit D, Development Standards, the applicant added the following language 60% of the units within the building must be lodging/hotel units. Agriculture The Commission requested clarification about agriculture as a use-by-right. The applicant has stated that agriculture is a use by right until such time that a planning area is developed. Roam West The Commission requested the applicant consider zoning that six acre property OSF. The applicant has created a new zone district, Forestry and Open District based off Grand County s existing zoning for the property. It will allow a variety of uses including residential development and renewable energy. The parcel will also be added as a visually sensitive area, requiring a visual analysis prior to any development on the property. Trails The Commission discussed when trails would be dedicated to the Town. The applicant agreed to dedicate the public trails in 2018 after field verification this summer.

74 Planning Commission Recommendation The Planning Commission approved the Final Development Plan with the following conditions The FDP be amended as required by staff and legal counsel. The Master Utility Study be amended as required by the Grand County Water and Sanitation District No. 1 prior to filing the first final plat. The FDP be amended to include language concerning Road B and the maximum density permitted without secondary access. The maximum number of platted units shall not exceed 200 units. The Council should work with the applicant to determine the appropriate timeframe when the right-of-way for Road B shall be dedicated if the road has been constructed by Rendezvous/VZF to the north. The FDP shall reference the definition in the Town Code for Downtown Business Overlay Zone District. The FDP shall be amended to include language stating all electrical lines will be installed underground. The Development Standards shall be amended to state on-street parking shall only count towards commercial parking requirements and not residential. The FDP shall be amended to include language about wetland preservation. All of these conditions have addressed with exception of the Master Utility Study. This is still being reviewed by GCW&S No. 1 Public Comment The Town has received three letters since February 6 th concerning the Roam Annexation. The letters are included in the packet for Council review. Town Council Public Hearings The Town Council held public hearings on this application on December 19, 2017, January 2, 2018, and February 6, Each public hearing was continued to a date specific to allow the applicant additional time to amend the FDP and Annexation Agreement.

75 Staff Recommendation If certain legal issues with the annexation agreement are resolved along with noted changes in the Final Development Plan, Staff recommends approval of Ordinance 509 An Ordinance Annexing Property Located in Unincorporated Grand County to the Town, Zoning the Property as Planned Development, and Approving an Associated Final Development Plan for the Property.

76 Mayor, Board of Trustee, Staff, Editors, Developer: WOW, 429 pages of Final Development Plan, Annexation Agreements, maps, technical reports, and 91 pages of District Service Plan all to grind through by March 6. The proposed public hearing and consideration of the Roam Annexation is expected to be on this agenda. The revised documents are not available yet. How can the Council, staff and public be able to completely review them? We all need more time to review the proposal. The existing public documents need a lot to be cleaning up. Case in point, in the District Service Plan VI.C.2 "...the mill levy may be such amount as is necessary to pay the Debt service on such Debt, without limitation of rate." I think this is a bad precedent. The town should take a look at the Town of Erie's model service plan which has worked well. A lot of hard work still needs to be done to these documents. In full transparency, last week, I met with Mr. Besse, one of Roam principals. It was a good meeting and a step in the right direction. He and I discussed our positions, and went over many details of the development. We have our differences of opinion. However, I believe the goal for Roam is to have a great successful development in Winter Park. He offered to meet with residents and address any concerns. I think this will be beneficial. At the meeting Mr. Besse gave many assurances to me about the development that I think should be expressed in public and committed in the document. Such as, preservation of the wetlands, open, public access, and commitments to fund infrastructure. At the last meeting the consultant ask for "Certainty" during his presentation. Believe me, we all want certainty. So, why not put these assurances in the agreements? Reaching a fair, reasonable, and balanced agreement. Council and Staff needs to report back to the public at the March 6 meeting with some actual numbers and clear benefits of this project. A public discussion of the proposals by the Council needs to take place at that meeting. Gary Behlen Winter Park

77 Mayor, Board of Trustee, Staff, Editors, Developer : Development can be a messy, complicated, and confusing place. The Town doesn't want to lose money or respect. The Developer doesn't want to lose money or respect. No one does. Believe me we all want to make our full and part time residents, visitors, and businesses happy. At the February 6, 2018 Town Council meeting many people were saying "pump the brakes" and slow down the Roam "Beavers" Annexation. We need to get this RIGHT and hold the developer accountable. Everyone was concerned about the amount of open space, access to the Fraser River, and the financial risk to the Town. A dark unreadable slide presentation was suppose to give us the qualitative and quantitative benefits of the project. With any luck, the Town Staff and Board will look into these bogus, fake claims and magical numbers. Let's take a look at the developers calculation for annual sales tax remittance to the Town. It is overstated by over $570,000 since they used the wrong sales tax for Winter Park. Why are they trying to mislead the public? Another phony claim is their valuation of the land for the Porphyry Park at over 6 times what they paid for it (and they aren't required to make any improvements). What is going on? Who put this together? Believe me I could go on and on, but it would be too boring. (if you interested in the some of the other fake facts me at gwbehlen@gmail.com) So, shred the shady slides, pump the brakes, and let the Town Council, staff, and the Town's consultants conduct a fair analysis. Report back to the public. Gary Behlen Winter Park

78 Roam Annexation Agreement Not Balanced To the Editors: I encourage concerned citizens of Winter Park to familiarize themselves with the ROAM Annexation Agreement, review the presentation materials and express their comments or concerns to the Town of Winter Park Mayor and Town Council. We need to have a healthy discussion about this major annexation. The public hearing will continue on March 6, We need more time to get this right. With an upcoming election, and a new negotiator for the Town, the approval should be after the election. At the February 6, 2018 meeting it was good to see a healthy number of residents and to hear their thoughtful comments and concerns. From the tone of the comments, I felt the citizens were in favor of the development, however they all expressed deep concerns regarding the development, FDP, and Annexation agreement. It was disappointing that three members of the Winter Park Town Council missed the meeting and the principals from FRDC were also not present to hear the concerns or give testimony. Unfortunately, only the land planner consultant presented the plan and there was little discussion, comment or questions raised by staff or Councilors. We need to hear the thoughts of our Town Council and understand why they are acquiescing to such an awful agreement. I certainly hope that the draft annexation agreement that was made public will be rewritten to address the citizens concerns. Some of the major items of concern are, the need for more defined open space, river access, and defined costs to the Town. The draft annexation agreement still indicates only 4.2% open space, not the 55-60% implied by Mr. Vogel at the Planning Commission meeting. The river area under this draft still remains private without public access. What a lost opportunity for the developer and Town to be leaders in stream management, preservation, water quality, and sustainable development by keeping the public out rather than partnering with the citizenry in stewardship of the river area. A partnership with the developer and the Citizens of the town would be the right thing to do. Finally, since the costs are not detailed, a pro forma has not been presented, and we have not seen the District Service Plan, this agreement places high risks to the Town of Winter Park to cover the costs of the development. Development need to pay its own way. There are many other provisions in the draft annexation agreement that were brought up by concerned citizens that need to be addressed to the benefit of both the Town and FRDC. I encourage the readers to reach out to their Town Council and express their opinions. Gary Behlen Winter Park, Colorado.

79 TO FROM THRU DATE RE Town Council James Shockey, Community Development Director Bill Wengert, Acting Town Manager March 6, 2018 Roam Consolidated Service Plan Background The Town has received an application for a Consolidated Service Plan for the Roam property which would create 3 special districts as permitted by state statute. The 3 districts are proposed to be created to provide planning, design, acquisition, construction, installation, relocation, redevelopment, financing, operations, and maintenance of the Public Improvements in the Roam property. The majority of the public facilities financed are proposed to eventually be dedicated to either the Town of Winter Park or other appropriate public or quasi-public entities. The Consolidated Service Plan indicates that the total cost of the public improvements on the property would be approximately forty eight million dollars ($48,000,000). The maximum issuance of debt shall not exceed fifty five million dollars ($55,000,000). Any changes in these limitations would be required to be approved by the Town of Winter Park as part of a modification of this Service Plan. The Consolidated Service Plan is not unlike similar plans approved creating three districts for the Village at Winter Park Resort Metropolitan District and the Rendezvous Arrow Metropolitan District. Staff Recommendation Staff has reviewed the Consolidated Service Plan and is recommending approval as presented in Resolution 1607, Series 2018.

80

81 TOWN OF WINTER PARK RESOLUTION NO SERIES OF 2018 A RESOLUTION APPROVING THE CONSOLIDATED SERVICE PLAN FOR ROAM METROPOLITAN DISTRICTS NOS. 1, 2 AND 3 WHEREAS, a Consolidated Service Plan (the "Service Plan") for the organization of the Roam Metropolitan Districts Nos. 1, 2 and 3 (the "Districts") was filed with the Town; and WHEREAS, pursuant to applicable law, the Town Council has authority to review the Service Plan with reference to need, service and economic feasibility. NOW THEREFORE BE IT RESOLVED by the Town Council of the Town of Winter Park as follows: Section 1. The Town Council hereby finds and determines as follows: a. That there is sufficient existing and projected need for organized service in the area to be serviced by the proposed Districts; b. That the existing service in the area to be served by the proposed Districts is inadequate for present and projected needs; c. That the proposed Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; d. That the area to be included in the proposed Districts has, or will have, the financial ability to discharge the proposed indebtedness on a reasonable basis; e. That adequate service is not or will not be available to the area through the Town or other existing quasi-municipal corporations, including existing districts, within a reasonable time and on a comparable basis; f. That the facility and service standards of the proposed Districts are compatible with the facility and service standards of the Town; g. That the proposal is in substantial compliance with the Town's master plan; h. That the proposal is in substantial compliance with the county, regional or state longrange water quality management plan for the area; i. That the creation of the Districts will be in the best interests of the area proposed to be served; j. That the creation of the Districts will be in the best interests of the residents or future residents of the area proposed to be served; 1 3/3/2018 I:\CLERK\COUNCIL\RESOLUTIONS\1607.DOCX

82 k. That the creation of the Districts will not foster urban development that is remote from or incapable of being integrated with existing urban areas, or place a burden on the Town or adjacent jurisdictions to provide urban services to residents of the proposed Districts. Section 2. Based on the foregoing findings and all information presented to the Town Council regarding the Service Plan, including without limitation the representations by and on behalf of the proponents of the Districts, the Service Plan for the Districts is hereby approved, subject to the conditions set forth in Section 3. Section 3. Pursuant to C.R.S (1)(c), the Town Council hereby imposes the following conditions upon its approval of the Service Plan: a. Prior to the hearing date set by the Grand County District Court pursuant to C.R.S , the complete, fully and properly executed originals of the following documents shall be filed with the Town Clerk: the property owners' consent(s); the engineer's stamped opinion of probable costs; and the final financial plan. b. At its first meeting after its organizational election, the District shall execute the Intergovernmental Agreement with the Town (the "IGA") attached to and required by the Service Plan and promptly deliver an executed original of the IGA to the Town. PASSED, ADOPTED AND APPROVED this 6 th day of March, TOWN OF WINTER PARK ATTEST: Jimmy Lahrman, Mayor Danielle Jardee, Town Clerk 2 3/3/2018 I:\CLERK\COUNCIL\RESOLUTIONS\1607.DOCX

83 CONSOLIDATED SERVICE PLAN FOR ROAM METROPOLITAN DISTRICTS NOS. 1, 2, AND 3 Prepared by Icenogle Seaver Pogue, P.C S. Monaco St., Suite 360 Denver, Colorado Submitted October 6, 2017 Resubmitted as revised January 24, 2018 Resubmitted as further revised February 22, 2018

84 TABLE OF CONTENTS I. INTRODUCTION... 1 A. Purpose and Intent... 1 B. Need for the Districts C. Objective of the Town Regarding Districts Service Plans II. DEFINITIONS... 2 III. BOUNDARIES... 4 IV. PROPOSED LAND USE/POPULATION PROJECTIONS/ASSESSED VALUATION. 4 V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS, AND SERVICES... 4 A. Powers of the Districts and Service Plan Amendment Fire Protection Limitation Construction Standards Limitation Debt Cap Limitation Service Plan Amendment Requirement Operations and Maintenance Limitation Conservation Trust Fund Limitation Overlap Consent... 6 B. Preliminary Engineering Survey C. Multiple District Structure VI. FINANCIAL PLAN... 7 A. General B. Maximum Voted Interest Rate and Maximum Underwriting Discount C. Maximum Debt Mill Levy D. Debt Repayment Sources E. Security for Debt F. TABOR Compliance G. Districts Formation and First-Year Operating Costs VII. ANNUAL REPORT A. General B. Reporting of Significant Events VIII. CONSOLIDATION/DISSOLUTION IX. DISCLOSURE TO PURCHASERS X. ADDITIONAL PROVISIONS XI. INTERGOVERNMENTAL AGREEMENTS A. Town IGA B. Intergovernmental Agreements Between or Among the Districts XII. CONCLUSION... 12

85 LIST OF EXHIBITS EXHIBIT A EXHIBIT B EXHIBIT C EXHIBIT D EXHIBIT E EXHIBIT F Initial District Boundary Legal Descriptions Initial District Boundary Map & Future Inclusion Area Boundary Map Rendering of Proposed Public Improvements Cost Summary of Proposed Public Improvements Financial Plan Town IGA

86 I. INTRODUCTION A. Purpose and Intent. The Districts are independent units of local government, separate and distinct from the Town, and, except as may otherwise be provided for by State or local law or this Service Plan, their activities are subject to review by the Town only insofar as they may deviate in a material manner from the requirements of the Service Plan. It is intended that the Districts will provide a part or all of the Public Improvements for the use and benefit of all anticipated inhabitants and taxpayers of the Districts. The proposed Districts are anticipated to include both residential and non-residential development. The primary purpose of the Districts will be to finance the construction of these Public Improvements and to provide for the operation and maintenance of Public Improvements that are not dedicated to, accepted by, or otherwise conveyed to the Town or another public entity. The Districts will impose and collect a tax mill levy and/or fees and may use other legally available revenues to pay debt service costs and operation and maintenance expenses incurred for Public Improvements until such obligations are discharged. The Districts will be permitted to exercise their statutory powers and authority as set forth herein to plan, design, acquire, construct, install, relocate, redevelop, finance, operate, and maintain the Public Improvements either directly or by contract. Where appropriate, the Districts will contract with various public and/or private entities to undertake such functions. To the extent practicable, the Districts may enter into additional intergovernmental or private agreements to better ensure long-term provision of the Public Improvements. B. Need for the Districts. There are currently no other governmental entities, including the Town, located in the immediate vicinity of the Districts that consider it desirable, feasible, or practical to undertake the planning, design, acquisition, construction, installation, relocation, redevelopment, financing, operation, or maintenance of the Public Improvements needed for the Project. Formation of the Districts is therefore necessary in order for the Public Improvements required for the Project to be provided in a more economically efficient manner. C. Objective of the Town Regarding Districts Service Plans. The Town s objective in approving the Service Plan for the Districts is to authorize the Districts to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, financing, operations, and maintenance of the Public Improvements from the proceeds of Debt to be issued by the Districts and other legally available revenues. Debt is expected to be repaid by taxes imposed and collected at a tax mill levy no higher than the Maximum Debt Mill Levy and/or repaid by fees and other legally available revenues of the Districts as may be necessary. Debt which is issued within these parameters and, as further described in the Financial Plan, is intended to help insulate property owners from excessive tax burdens to support the servicing of the Debt and will result in a timely and reasonable discharge of the Debt.

87 This Service Plan is intended to establish a limited purpose for the Districts and financial constraints within which the Districts will operate. The primary purpose of the Districts is to provide for the Public Improvements associated with the Project and provide for regional needs necessitated by the Project. Operational activities are allowed to be undertaken by the Districts for all Public Improvements that are not dedicated to, accepted by, or otherwise conveyed to the Town or another public entity. It is currently anticipated that the Districts may operate a river corridor, parks, a recreation center, open space, including forest area, and arterial streets and trails within the Service Area. The Districts may fund operations and maintenance activities from legally available revenues, including, but not limited to, mill levy revenues and fees. The Town shall have and will exercise sole and exclusive jurisdiction over land use and building, e.g. zoning, subdivision, building permit, and decisions affecting development of property within the boundaries of the Districts. Construction of all Public Improvements shall be subject to applicable ordinances, codes, and regulations of the Town. II. DEFINITIONS In this Service Plan, the following terms shall have the meanings indicated below, unless the context hereof clearly requires otherwise: Approved Development Plan: means an approved Master Development Plan or administrative site plan that identifies, among other things, Public Improvements, as shown on civil construction drawings, necessary for development of the property within the Service Area as approved by the Town pursuant to the Town Code and as amended pursuant to the Town Code from time to time. Board: means the board of directors of one District or the boards of directors of all Districts, in the aggregate. Debt: means principal on general obligation bonds, notes, contracts, agreements, certificates of indebtedness, interim certificates or receipts, or other documents or instruments evidencing loans or advances to the District which the District has promised to repay via the imposition and collection of an ad valorem property tax mill levy. Debt Cap: means the maximum amount of Debt payable from ad valorem property taxes that the Districts may issue pursuant to Section V.A.3 hereof, whether such Debt is issued by one District or any combination of Districts. Debt that is issued to pay, defease, or refund previously issued Debt shall not be counted against the Debt Cap, nor shall obligations of the Districts pursuant to the intergovernmental agreement among the Districts, entered into pursuant to Section XI.B herein. Developer: means Fraser River Development Co LLC. District: means any one of the Roam Metropolitan Districts Nos. 1 through 3. District No. 1: means Roam Metropolitan District No. 1. 2

88 District No. 2: means Roam Metropolitan District No. 2. District No. 3: means Roam Metropolitan District No. 3. Districts: means District No. 1, District No. 2, and District No. 3 collectively. Financial Plan: has the meaning ascribed to it in Section VI.A below. Future Inclusion Area Boundaries: means the area depicted within the Future Inclusion Boundary in Exhibit B. Initial District Boundaries: means the initial boundaries of the Districts as described in legal descriptions in Exhibit A and as depicted in the map in Exhibit B. Maximum Debt Mill Levy: means the maximum mill levy any of the Districts is permitted to impose for payment of Debt as set forth in Section VI.C below. Project: means the development or property currently referred to as Roam. It is possible the name of the development will change as development progresses. Public Improvements: means a part or all of the improvements and facilities authorized to be planned, designed, acquired, constructed, installed, relocated, redeveloped, financed, operated, and maintained as generally described in the Special District Act, except as specifically limited in Section V below, to serve the future taxpayers and inhabitants of the Service Area as determined by the Board of one or more of the Districts. Service Area: means the property within the Initial District Boundaries and the property within the Future Inclusion Area Boundaries. Notwithstanding the definition of Service Area, the Districts shall have authorization to provide Public Improvements both within and without the Districts boundaries. Service Plan: means this consolidated service plan for the Districts approved by Town Council. Service Plan Amendment: means an amendment to the Service Plan approved by Town Council in accordance with applicable Town ordinances and state law. Special District Act: means Article 1 of Title 32 of the Colorado Revised Statutes, as amended from time to time. State: means the State of Colorado. Town: means the Town of Winter Park, Colorado. Town Code: means the Town Code of the Town of Winter Park, Colorado. Town Council: means the Town Council of the Town of Winter Park, Colorado. 3

89 Town IGA: means the intergovernmental agreement between and among the Town and the Districts described in Section XI.A below. III. BOUNDARIES The area of the Initial District Boundaries includes approximately 3.4 acres: approximately 1.4 acres within District No. 1, 1 acre within District No. 2, and 1 acre within District No. 3. The area of the Future Inclusion Area Boundaries includes approximately acres. A legal description of the Initial District Boundaries for each District is attached hereto as Exhibit A. A map of the Initial District Boundaries and Future Inclusion Area Boundaries is also attached hereto as Exhibit B. Due to the long-term nature of the Project, and the potential need to respond to development patterns, the pace of growth, and to accommodate future financing dynamics, adjustments to the Initial District Boundaries may be necessary or appropriate from time to time. The inclusion of additional property located within the Town but not located within the Service Area and the furnishing of services outside of the Service Area of the Districts shall be subject to the approval of the Town, which approval shall not be unreasonably withheld, delayed, or conditioned; provided, however, the inclusion of property located within the Future Inclusion Area Boundaries into any of the Districts may be accomplished without further approval of the Town. In no event shall any District include into its legal boundaries any property not located within the corporate limits of the Town at the time of inclusion. IV. PROPOSED LAND USE/POPULATION PROJECTIONS/ASSESSED VALUATION The Service Area consists of approximately acres of land. The current assessed valuation of the Service Area is $0.00 for purposes of this Service Plan and, at build out, is expected to be approximately $121,000,000, which amount is expected to be sufficient to reasonably discharge the Debt. The population of the residential Districts at build-out is estimated to be approximately One Thousand Seventy-Six (1,076) people, with the population of District No. 2 estimated at approximately Three Hundred Eighty-Two (382) people and the population of District No. 3 estimated at approximately Six Hundred Ninety-Four (694) people. Approval of this Service Plan by the Town does not imply approval of the development of a specific area within the Districts, nor does it imply approval of the number of residential units or the total site/floor area of commercial or industrial buildings identified in this Service Plan or any of the exhibits attached thereto, unless the same is contained within an Approved Development Plan. V. DESCRIPTION OF PROPOSED POWERS, IMPROVEMENTS, AND SERVICES A. Powers of the Districts and Service Plan Amendment. The Districts shall have the power and authority to provide the Public Improvements and related operation and maintenance services within and without the boundaries of the Districts as such power and authority is described in the Special District Act, other applicable statutes, common law, and the Constitution of the State of Colorado, as the same 4

90 currently exist and as may be amended from time to time in the future, subject to the limitations set forth herein. 1. Fire Protection Limitation. The Districts shall not be authorized, without the prior consent of East Grand Fire Protection District No. 4, to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate, or maintain fire protection facilities or services, unless such facilities and services are provided pursuant to an intergovernmental agreement with the Town and East Grand Fire Protection District No. 4. The authority to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate, or maintain fire hydrants and related improvements installed as part of the water system shall not be limited by this provision. 2. Construction Standards Limitation. The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the Town and of other governmental entities having proper jurisdiction and of those special districts that qualify as interested parties under Section (1), C.R.S., as applicable. The Districts will obtain the applicable permits for construction and installation of Public Improvements prior to performing such work. 3. Debt Cap Limitation. The Districts shall not issue Debt in excess of Fifty-Five Million Dollars ($55,000,000.00) without Town approval. 4. Service Plan Amendment Requirement. This Service Plan has been designed with sufficient flexibility to enable the Districts to provide required services and Public Improvements under evolving circumstances without the need for numerous amendments. Modification of the general types of services and facilities making up the Public Improvements, and changes in proposed configurations, locations, or dimensions of the Public Improvements shall be permitted to accommodate development needs consistent with the then-current Approved Development Plan(s) for the Project. The proposed Districts will be independent units of local government, separate and distinct from the Town, and the Districts activities are subject to review by the Town insofar as they may deviate in a material manner from the requirements of this Service Plan. A material modification of this Service Plan shall be deemed to exist in accordance with the provisions of Section (2), C.R.S., and shall specifically include, but not be limited to the following events: (1) issuance of Debt in excess of Fifty-Five Million Dollars ($55,000,000.00); (2) the imposition of a mill levy in excess of the Maximum Debt Mill Levy; (3) providing services over and above the authorization provided herein; and (4) a violation of any of the items in Section V.A.1 to 7 herein. Any and all material modifications shall be undertaken in accordance with the provisions of Title 32, C.R.S., and shall require a Service Plan Amendment. 5. Operations and Maintenance Limitation. All Public Improvements which are not conveyed to and accepted by the Town or some other public entity shall be subject to the ordinances, codes, and regulations of the Town but shall be owned, operated, maintained, repaired, and replaced by the Districts. They shall be public facilities and shall be generally available for use by the public at large. All Public Improvements shall be fully accessible by and available to duly authorized representatives of the Town, including police and building/zoning officials, and to providers of fire, ambulance, and other health and emergency services. 5

91 6. Conservation Trust Fund Limitation. No District shall apply for or claim any entitlement to Conservation Trust Fund money for which the Town is eligible to apply. 7. Overlap Consent. The Districts shall not be authorized, without the prior consent of Grand County Water and Sanitation District #1, to plan for, design, acquire, construct, install, relocate, redevelop, finance, operate, or maintain water or sewer facilities and services. The Districts intend to construct water and sewer infrastructure and related improvements within the Districts that will ultimately be dedicated to Grand County Water and Sanitation District #1, but the Districts do not intend to provide ongoing water or sewer services at this time. In accordance with Section , C.R.S., the Districts will obtain Grand County Water and Sanitation District #1 s consent prior to acquiring, constructing, installing, and financing any such water and sewer infrastructure and related improvements. B. Preliminary Engineering Survey. The Districts shall have authority to provide for the planning, design, acquisition, construction, installation, relocation, redevelopment, financing, maintenance, and operation of the Public Improvements within and without the boundaries of the Districts. An estimate of the costs of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, financed, operated, or maintained was prepared based upon a preliminary engineering survey and estimates derived from the zoning on the property in the Service Area. Total public infrastructure costs have been estimated at approximately Forty-Eight Million Dollars ($48,000,000.00). A plan depicting the anticipated Public Improvements is contained in Exhibit C attached hereto. A schedule of the estimated costs of the Public Improvements which may be planned for, designed, acquired, constructed, installed, relocated, redeveloped, maintained, and operated is contained in Exhibit D attached hereto. The Districts shall be permitted to allocate costs among such categories of the Public Improvements as deemed necessary in the Boards discretion. All descriptions of the Public Improvements to be constructed, and their related costs, are estimates only and are subject to modification as engineering, development plans, economics, Town requirements, and construction scheduling may require, and are subject to final determination by the Boards, acting in the best interests of their respective residents, property owners, and taxpayers. All of the Public Improvements will be designed in such a way as to assure that the Public Improvements standards will be compatible with those of the Town and shall be in accordance with the requirements of the Approved Development Plan. All construction cost estimates are based on the assumption that construction conforms to applicable local, State, or federal requirements. C. Multiple District Structure. It is anticipated that the Districts, collectively, will undertake the planning, design, acquisition, construction, installation, relocation, redevelopment, financing, operation, and maintenance of the Public Improvements. The nature of the functions and services to be 6

92 provided by each District shall be clarified in an intergovernmental agreement between and among the Districts. All such agreements will be designed to help assure the orderly development of the Public Improvements and essential services in accordance with the requirements of this Service Plan. Implementation of such an intergovernmental agreement is essential to the orderly implementation of this Service Plan. Accordingly, any determination of any Board to set aside said intergovernmental agreement without the consent of all of the Districts shall be a material modification of the Service Plan. Said intergovernmental agreement may be amended by mutual agreement of the Districts without the need to amend this Service Plan. VI. FINANCIAL PLAN A. General. The financial plan attached hereto as Exhibit E ( Financial Plan ) shows one example of how the proposed Public Improvements and/or operation and maintenance services may be financed, including the estimated costs, if any, of acquiring land, engineering services, legal services, administrative services, proposed indebtedness, estimated interest rates and discounts, and other major expenses related to the organization and operation of the Districts, and demonstrates one method which might be used by the Districts to finance the cost of infrastructure. The Financial Plan demonstrates that the Districts have the ability to finance the proposed Public Improvements. At the time Debt is proposed to be issued, alternative financing plans may be employed and utilized by the Districts as long as such alternative financing plan does not result in any material economic deviation or change in the risk to property owners. In accordance with Section (2)(b), C.R.S., the Board of each District will notify the Town Council of any alteration or revision of the proposed schedule of Debt issuance set forth in the Financial Plan prior to any Debt issuance. The Debt that the Districts shall be permitted to issue shall not exceed Fifty Five Million Dollars ($55,000,000.00) and shall be permitted to be issued on a schedule and in such year or years as the Districts determine shall meet the Districts needs and shall be phased to serve development as it occurs. All bonds and other Debt issued by the Districts may be payable from any and all legally available revenues of the Districts, including general ad valorem taxes and fees to be imposed upon all taxable property within the Districts. The Districts will also rely upon various other revenue sources authorized by law. These will include the power to assess fees, rates, tolls, penalties, or charges as provided in Section (1), C.R.S., as amended from time to time. Debt may be restructured to accomplish a refunding or reissuance, provided the principal amount of Debt does not exceed the Debt Cap. Debt which has been refunded shall not count against the Debt Cap, so as to avoid the double-counting of any Debt, nor shall obligations of the Districts pursuant to the intergovernmental agreement described in Section XI.B below count against the Debt Cap. Any Debt issued by the Districts must be issued in compliance with the requirements of Section (6), C.R.S. and Section , C.R.S., as amended. 7

93 B. Maximum Voted Interest Rate and Maximum Underwriting Discount. The interest rate on any Debt is expected to be the market rate at the time the Debt is issued. In the event of a default, the proposed maximum interest rate on any Debt is not expected to exceed eighteen percent (18%). The proposed maximum underwriting discount will be five percent (5%). Debt, when issued, will comply with all relevant requirements of this Service Plan, State law, and federal law as then applicable to the issuance of public securities. C. Maximum Debt Mill Levy. The Maximum Debt Mill Levy shall be the maximum mill levy a District is permitted to impose upon the taxable property within such District for payment of Debt, and shall be determined as follows: 1. For the portion of any aggregate Debt which exceeds fifty percent (50%) of the District s assessed valuation, the Maximum Debt Mill Levy for such portion of Debt shall be fifty (50) mills less the number of mills necessary to pay unlimited mill levy Debt described in Section VI.C.2 below; provided that if, on or after January 1, 2017, there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut, or abatement, the mill levy limitation applicable to such Debt may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2017, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. 2. For the portion of any aggregate Debt which is equal to or less than fifty percent (50%) of the District s assessed valuation, either on the date of issuance or at any time thereafter, the mill levy to be imposed to repay such portion of Debt shall not be subject to the Maximum Debt Mill Levy and, as a result, the mill levy may be such amount as is necessary to pay the Debt service on such Debt, without limitation of rate. 3. For purposes of the foregoing, once Debt has been determined to be within Section VI.C.2 above, so that the District is entitled to pledge to its payment an unlimited ad valorem mill levy, such District may provide that such Debt shall remain secured by such unlimited mill levy, notwithstanding any subsequent change in such District s Debt to assessed ratio. All Debt issued by the Districts must be issued in compliance with the requirements of Section , C.R.S. and all other requirements of State law. To the extent that the Districts are composed of or subsequently organized into one or more subdistricts as permitted under Section , C.R.S., the term District as used herein shall be deemed to refer to the District and to each such subdistrict separately, so that each of the subdistricts shall be treated as a separate, independent district for purposes of the application of this definition. 8

94 D. Debt Repayment Sources. Each of the Districts may impose a mill levy on taxable property within its boundaries as a source of revenue for repayment of debt service and for operations and maintenance expenses. The Districts may also rely upon various other revenue sources authorized by law. At the Districts discretion, these may include the power to assess fees, rates, tolls, penalties, or charges as provided in Section (l), C.R.S., as amended from time to time. In no event shall the debt service mill levy in any District exceed the Maximum Debt Mill Levy, as the same may be adjusted pursuant to Section VI.C. E. Security for Debt. The Districts shall not pledge any revenue or property of the Town as security for the indebtedness set forth in this Service Plan. Approval of this Service Plan shall not be construed as a guarantee by the Town of payment of any of the Districts obligations; nor shall anything in the Service Plan be construed so as to create any responsibility or liability on the part of the Town in the event of default by the Districts in the payment of any such obligation. F. TABOR Compliance. The Districts will comply with the provisions of TABOR, Article X, Section 20 of the Colorado Constitution. In the discretion of the Board, the Districts may set up other qualifying entities to manage, fund, construct, and operate facilities, services, and programs. To the extent allowed by law, any entity created by the Districts will remain under the control of the Districts Boards. G. Districts Formation and First-Year Operating Costs. The estimated cost of acquiring land, engineering services, legal services, and administrative services, together with the estimated costs of the Districts organization and initial operations, are anticipated to be One Hundred Fifty Thousand Dollars ($150,000.00), which will be eligible for reimbursement from Debt proceeds. In addition to the capital costs of the Public Improvements, the Districts will require operating funds for administration and to plan and cause the Public Improvements to be constructed and maintained. The first year s operating budget is estimated to be Seventy-Five Thousand Dollars ($75,000.00) which is anticipated to be derived from property taxes and other revenues, including, but not limited to, Developer advances. The Maximum Debt Mill Levy for the repayment of Debt shall not apply to the Districts ability to increase their mill levy as necessary for provision of operation and maintenance services to their taxpayers and service users. 9

95 VII. ANNUAL REPORT A. General. Each of the Districts shall be responsible for submitting an annual report to the Town Manager s office no later than August 1 st of each year following the year in which the Order and Decree creating the District has been issued. B. Reporting of Significant Events. The annual report shall include information as to any of the following: 1. Boundary changes made or proposed to the District s boundary as of December 31 of the prior year. 2. Intergovernmental agreements with other governmental entities entered into as of December 31 of the prior year. 3. A list of all facilities and improvements constructed by the District that have been dedicated to and accepted by the Town as of December 31 of the prior year. 4. The assessed valuation of the District for the current year. 5. Current year budget including a description of the Public Improvements to be constructed in such year. 6. Audit of the District s financial statements, for the year ending December 31 of the previous year, prepared in accordance with generally accepted accounting principles or audit exemption, if applicable. 7. Notice of any uncured events of default by the District, which continue beyond a ninety (90) day period, under any Debt instrument. 8. A current capital improvements plan, including a full report on the use of bond proceeds of all Districts in the prior year, anticipated uses thereof in the coming year, the specific facilities to be built with the proceeds thereof, and a detailed sources and uses analysis. VIII. CONSOLIDATION/DISSOLUTION The Districts may consolidate with one another or may dissolve as determined by the respective Boards and subject to compliance with the Special District Act. IX. DISCLOSURE TO PURCHASERS The Districts will use reasonable efforts to assure that all developers of the property located within the Districts provide written notice to all purchasers of property in the Districts regarding the Maximum Debt Mill Levy, as well as a general description of the Districts 10

96 authority to impose and collect rates, fees, tolls, and charges, in accordance with Section , C.R.S. X. ADDITIONAL PROVISIONS Notwithstanding any other provision of this Service Plan, the Districts and this Service Plan shall be subject to the following additional requirements and limitations: 1. The Districts may exercise their respective powers granted herein and by the Special District Act, other applicable statutes, common law, and the Constitution of the State of Colorado, as the same currently exist and as may be amended from time to time in the future, insofar as they do not deviate in a material manner from the requirements of this Service Plan pursuant to Section (2), C.R.S., which material modification may be enjoined by the Town unless approval from the Town is first obtained. 2. The Town s remedies for failure of any District to comply with any material provision of this Service Plan or the Town IGA shall include authority for the Town, upon a finding of such failure by the Town Council, following notice to the District and an opportunity to be heard, to pursue any remedy at law including pursuant to the Special District Act. 3. The Districts shall file any ballot issue with the Town prior to referring the same to their electors and will provide the Town a copy of any financial plan (including interest rates and security terms) prior to any Debt issuance if the financial plan differs from that attached hereto as Exhibit E. The Town may, pursuant to the provisions of Section (3)(a), C.R.S., enjoin any proposed action in connection therewith which is not in material compliance with this Service Plan. The Districts will work cooperatively with the Town to implement the various provisions of this Service Plan. Notwithstanding the foregoing, nothing shall prohibit the Districts from seeking approval of the full amount of the Debt Cap for each of the various Public Improvement types, to vote dollar amounts, interest rates, or terms for any debt or taxing question that exceed the various limits provided herein in order to provide sufficient flexibility for the Districts to operate in the future. The Districts shall not, however, be authorized to issue Debt, levy taxes, or take other action in material violation with this Service Plan or the Town IGA, regardless of whether such action is authorized in any election. 4. The rate of interest paid by any District on any loan from or any reimbursement payable to the Developer shall not exceed 8% per annum, compounded annually. 5. The Districts shall pay the full cost incurred by the Town to review and consider any and all applications for an amendment to this Service Plan. XI. INTERGOVERNMENTAL AGREEMENTS A. Town IGA. The form of the intergovernmental agreement relating to the limitations imposed on the Districts activities, is attached hereto as Exhibit F. The Districts shall approve the intergovernmental agreement in the form attached as Exhibit F at their first Board meeting after 11

97 their organizational elections. Failure of the Districts to execute the intergovernmental agreement as required herein shall constitute a material modification and shall require a Service Plan Amendment. B. Intergovernmental Agreements Between or Among the Districts. One or more intergovernmental agreements are expected to be entered into between and/or among the Districts which are designed to facilitate ensuring that the Public Improvements described within this Service Plan are designed, acquired, installed, constructed, financed, operated, and/or maintained in the manner contemplated herein. The relationship among the Districts, including the means for planning, designing, acquiring, constructing, installing, relocating, redeveloping, financing, operating, and/or maintaining the Public Improvements and services needed to serve the development, will be established by means of these intergovernmental agreements. The intergovernmental agreements contemplated herein are expected to establish procedures and standards for the approval of the design of Public Improvements, transfer of funds between the Districts, and operation and maintenance of the Public Improvements. These intergovernmental agreements are also expected to provide for coordinated administration of management services for the Districts. XII. CONCLUSION It is submitted that this Service Plan for the Districts, as required by Section (2), C.R.S., establishes that: 1. There is sufficient existing and projected need for organized service in the area to be serviced by the Districts; 2. The existing service in the area to be served by the Districts is inadequate for present and projected needs; 3. The Districts are capable of providing economical and sufficient service to the area within their proposed boundaries; 4. The area to be included in the Districts does have, and will have, the financial ability to discharge the proposed indebtedness on a reasonable basis; 5. Adequate service is not, and will not be, available to the area through the Town or county or other existing municipal or quasi-municipal corporations, including existing special districts, within a reasonable time and on a comparable basis; 6. The facility and service standards of the Districts are compatible with the facility and service standards of the Town within which the Districts are to be located and each municipality which is an interested party under Section (1), C.R.S.; 7. The proposal is in substantial compliance with a comprehensive plan adopted pursuant to the Town Code; 12

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99 EXHIBIT A Initial District Boundary Legal Descriptions

100

101

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107 EXHIBIT B Initial District Boundary Map & Future Inclusion Area Boundary Map

108 500 US HIGHWAY 40 ROAM IDLEWILD RD. TRAILHEAD LODGES VZF PROPERTY RENDEZVOUS ARROW ACCESS FUTURE INCLUSION BOUNDARY (163.9 AC) DISTRICT 1 (1.4 AC) RENDEZVOUS ARROW VASQUEZ RD. FULL MVMT. SKI IDLEWILD RD. RIGHT IN/ RIGHT OUT ROAD A DISTRICT 2 (1.0 AC) FRASER RIVER DISTRICT 3 (1.0 AC) FULL MOVEMENT UNION PACIFIC RAILROAD ROAD B ARAPAHO NATIONAL FOREST ROAD B NOTE: POTENTIAL DISTRICT ACREAGE = AC LEGEND ARAPAHO NATIONAL FOREST COMMERCIAL RESIDENTIAL FUTURE INCLUSION AREA SCALE: 1"= DISTRICTS 475 W. 12th Avenue - Suite E Denver, Colorado (303)

109 EXHIBIT C Rendering of Proposed Public Improvements

110 500 US HIGHWAY 40 ROAM IDLEWILD RD. TRAILHEAD LODGES VZF PROPERTY RENDEZVOUS ARROW ACCESS FRASER RIVER TRAIL EASEMENT RENDEZVOUS ARROW PEDESTRIAN BRIDGE VASQUEZ RD. FULL MVMT. SKI IDLEWILD RD. PORPHYRY DRAINGE TRAIL EASEMENT PARK 1.5 Ac * * PORPHYRY PARK 5.5 Ac RIGHT IN/ RIGHT OUT ROAD A * UNION PACIFIC RAILROAD FULL MOVEMENT ROAD B FRASER RIVER * * WOLVERINE DRAINAGE TRAIL EASEMENT ARAPAHO NATIONAL FOREST LEGEND * FRASER RIVER TRAIL EASEMENT ROAD B FRASER RIVER TRAIL EASEMENT (BY OTHERS) TRAILS (BY OTHERS) DISTRICT TRAILS PEDESTRIAN BRIDGE DISTRICT STREETSCAPE SCALE: 1"= ARAPAHO NATIONAL FOREST PARKS, TRAILS, & PEDESTRIAN BRIDGE * PARKS (BY OTHERS) 475 W. 12th Avenue - Suite E Denver, Colorado (303) DISTRICT PARKS DISTRICT POCKET PARKS

111 500 US HIGHWAY 40 ROAM IDLEWILD RD. TRAILHEAD LODGES VZF PROPERTY RENDEZVOUS ARROW ACCESS RENDEZVOUS ARROW VASQUEZ RD. FULL MVMT. SKI IDLEWILD RD. RIGHT IN/ RIGHT OUT ROAD A FULL MOVEMENT FRASER RIVER UNION PACIFIC RAILROAD ROAD B ARAPAHO NATIONAL FOREST ROAD B LEGEND ROADS ARAPAHO NATIONAL FOREST SCALE: 1"= ROADS 475 W. 12th Avenue - Suite E Denver, Colorado (303)

112 500 US HIGHWAY 40 ROAM IDLEWILD RD. TRAILHEAD LODGES VZF PROPERTY RENDEZVOUS ARROW ACCESS RENDEZVOUS ARROW VASQUEZ RD. FULL MVMT. SKI IDLEWILD RD. RIGHT IN/ RIGHT OUT ROAD A FULL MOVEMENT FRASER RIVER UNION PACIFIC RAILROAD ROAD B ARAPAHO NATIONAL FOREST ROAD B LEGEND SANITARY SEWER ARAPAHO NATIONAL FOREST SANITARY SEWER BASIN OUTFALL SCALE: 1"= SANITARY SEWER UTILITIES 475 W. 12th Avenue - Suite E Denver, Colorado (303)

113 500 US HIGHWAY 40 ROAM IDLEWILD RD. TRAILHEAD LODGES VZF PROPERTY RENDEZVOUS ARROW ACCESS RENDEZVOUS ARROW VASQUEZ RD. FULL MVMT. SKI IDLEWILD RD. RIGHT IN/ RIGHT OUT ROAD A FULL MOVEMENT FRASER RIVER UNION PACIFIC RAILROAD ROAD B ARAPAHO NATIONAL FOREST ROAD B LEGEND WATER ZONE 1 ARAPAHO NATIONAL FOREST WATER ZONE 2 SCALE: 1"= WATER UTILITIES 475 W. 12th Avenue - Suite E Denver, Colorado (303)

114 EXHIBIT D Cost Summary of Proposed Public Improvements

115 TKE Engineering opinion of probably costs West Side of River Source A. Grading and Erosion Control $ 421,240 TKE Estimate B Roadway Construction $ 1,308,480 TKE Estimate C. Misc Utility $ 954,000 TKE Estimate D. Miscellaneous $ 305,000 TKE Estimate E Owners Costs* $ 2,500,000 F Landscape Improvements $ 1,930,432 Vogel and Associates Transportation connection to ski area $ 21,753,233 * see below $ 5,834,477 20% as per TKE &VA 35,006,862 CB Estimate Based on 5 years at $400,000 in total salaries plus benefits East Side of River A. Grading and Erosion Control $ 160,275 TKE Estimate B Utility Construction $ 2,192,300 TKE Estimate C. Sanitary Sewer $ 1,010,600 TKE Estimate D. Miscellaneous $ 290,000 TKE Estimate E Owners Costs* $ 4,500,000 F Landscape Improvements $ 515,535 Vogel and Associates CB Estimate Based on 5 years at $800,000 in total salaries plus benefits G Roadway Construction $ 2,616,960 CB Estimate based on TKE numbers for West $ 1,733,742 20% as per TKE & VA $ 13,019,412 Total Horizontal Improvements cost $ 48,026,274 Gondola costs from Doppelmayr $7,300,000 for 5,450 ft six pack Doppelmayr Sixpack Distance from WP to Roam is 2.41 mi = 5280*2.41 = 12,724.8 ft at $1, / ft = 17,044,227 17,044,227 * 5 yr cost inflation = 21,753,232

116 EXHIBIT E Financial Plan

117 ROAM METROPOLITAN DISTRICT #1 1 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 < Platted/Developed Lots > < < < < < < < < < < Commercial > > > > > > > > > > As'ed Value Mkt Value As'ed Value District District 29.00% 29.00% Total D/S Mill Levy D/S Mill Levy S.O. Taxes Total Total Cumulative of Market Total Comm'l * Reasses'mt Cumulative of Market Assessed [ Target] Collections Collected Facility Fees Available YEAR Market Value (2-yr lag) Sq. 2.0% Market Value (2-yr lag) Value [ % Collections Revenue $0 $ $0 $ $ , , ,775, , ,775, , , , , ,509 4,870,945 1,384,876 1,384, ,859 4, , ,000 10,107,600 1,384,876 1,384, ,859 4, , , , ,152 10,309,752 1,412,574 1,547, ,824 4, , ,000 15,933,717 2,931,204 2,931, ,629 8, , ,480, , ,674 16,252,391 2,989,828 3,129, ,322 9, , , ,382,895 4,620,778 4,620, ,418 13, , ,619, ,367, ,750,553 4,713,193 8,332, ,287 24, , ,750,553 48,831,040 48,831, ,392, , ,536, ,435, ,185,564 49,807,660 49,807, ,440, , ,587, ,185,564 49,807,660 49,807, ,440, , ,587, ,503, ,689,275 50,803,814 50,803, ,489, , ,638, ,689,275 50,803,814 50,803, ,489, , ,638, ,573, ,263,061 51,819,890 51,819, ,539, , ,691, ,263,061 51,819,890 51,819, ,539, , ,691, ,645, ,908,322 52,856,288 52,856, ,589, ,397 2,745, ,908,322 52,856,288 52,856, ,589, ,397 2,745, ,718, ,626,488 53,913,413 53,913, ,641, ,505 2,800, ,626,488 53,913,413 53,913, ,641, ,505 2,800, ,792, ,419,018 54,991,682 54,991, ,694, ,676 2,856, ,419,018 54,991,682 54,991, ,694, ,676 2,856, ,868, ,287,398 56,091,515 56,091, ,748, ,909 2,913, ,287,398 56,091,515 56,091, ,748, ,909 2,913, ,945, ,233,146 57,213,346 57,213, ,803, ,207 2,971, ,233,146 57,213,346 57,213, ,803, ,207 2,971, ,024, ,257,809 58,357,612 58,357, ,859, ,571 3,031, ,257,809 58,357,612 58,357, ,859, ,571 3,031, ,105, ,362,966 59,524,765 59,524, ,916, ,003 3,091, ,362,966 59,524,765 59,524, ,916, ,003 3,091, ,187, ,550,225 60,715,260 60,715, ,975, ,503 3,153, ,550,225 60,715,260 60,715, ,975, ,503 3,153, ,271, ,821,229 61,929,565 61,929, ,034, ,073 3,216, ,821,229 61,929,565 61,929, ,034, ,073 3,216, ,356, ,177,654 63,168,157 63,168, ,095, ,714 3,280, ,177,654 63,168,157 63,168, ,095, ,714 3,280,954 60,000 54,411,094 75,199,225 4,511, ,711,178 [*] Excludes Hotels; presented in Rooms. 10/3/2017 C RMD#1 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 1

118 ROAM METROPOLITAN DISTRICT #1 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 Ser. 2025A $29,045,000 Par Surplus Senior Senior Cov. of Net DS: Cov. of Net DS: [Net $ MM] Cumulative Debt/ Cap YEAR Net Available Net Debt Annual 50% D/A Surplus Assessed Act'l Value & 0.0 U.R.A. Mills & 0.0 U.R.A. Mills for Debt Svc Service Surplus to $2,904,500 $2,904,500 Target Ratio Ratio & Sales PIF Revs & Sales PIF Revs $0 n/a 0 n/a 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a 4567% 125% 0.0% 0.0% 6,778 n/a 430% 112% 0.0% 0.0% 71,930 n/a 430% 59% 0.0% 0.0% 71,930 n/a 383% 55% 0.0% 0.0% 80,373 n/a 973% 179% 0.0% 0.0% 152,247 $0 $152,247 $152, % 101% 0.0% 0.0% 162, ,522 $0 314, % 17% 0.0% 0.0% 240, , , % 17% 0.0% 0.0% 432, ,350 (438,565) 0 116,206 59% 17% 49.7% 49.7% 2,536,284 1,947, , ,790 58% 16% 130.2% 130.2% 2,587,010 1,985, , ,306,400 57% 16% 130.3% 130.3% 2,587,010 1,985, , ,908,310 56% 16% 130.3% 130.3% 2,638,750 2,028, , ,518,160 55% 16% 130.1% 130.1% 2,638,750 2,029, , ,310 2,904,500 53% 15% 130.0% 130.0% 2,691,525 2,068, , ,425 2,904,500 53% 15% 130.1% 130.1% 2,691,525 2,068, , ,025 2,904,500 51% 14% 130.1% 130.1% 2,745,356 2,107, , ,956 2,904,500 50% 14% 130.3% 130.3% 2,745,356 2,107, , ,956 2,904,500 48% 14% 130.3% 130.3% 2,800,263 2,150, , ,663 2,904,500 47% 13% 130.2% 130.2% 2,800,263 2,149, , ,963 2,904,500 45% 13% 130.3% 130.3% 2,856,268 2,195, , ,368 2,904,500 43% 12% 130.1% 130.1% 2,856,268 2,192, , ,868 2,904,500 41% 12% 130.3% 130.3% 2,913,393 2,236, , ,893 2,904,500 40% 11% 130.3% 130.3% 2,913,393 2,240, , ,193 2,904,500 37% 11% 130.1% 130.1% 2,971,661 2,285, , ,061 2,904,500 35% 10% 130.0% 130.0% 2,971,661 2,285, , ,661 2,904,500 33% 9% 130.1% 130.1% 3,031,094 2,330, , ,294 2,904,500 31% 9% 130.0% 130.0% 3,031,094 2,330, , ,094 2,904,500 28% 8% 130.1% 130.1% 3,091,716 2,375, , ,716 2,904,500 26% 7% 130.2% 130.2% 3,091,716 2,377, , ,916 2,904,500 23% 7% 130.0% 130.0% 3,153,551 2,425, , ,051 2,904,500 20% 6% 130.0% 130.0% 3,153,551 2,425, , ,451 2,904,500 17% 5% 130.0% 130.0% 3,216,622 2,474, , ,622 2,904,500 14% 4% 130.0% 130.0% 3,216,622 2,473, , ,722 2,904,500 11% 3% 130.0% 130.0% 3,280,954 2,522, , ,754 2,904,500 8% 2% 130.1% 130.1% 3,280,954 2,523, ,554 3,662, % 0% 130.0% 130.0% 79,711,178 61,192,150 18,288,016 18,288,016 [CAug nrlfC] 10/3/2017 C RMD#1 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 1

119 ROAM METROPOLITAN DISTRICT #1 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 Cash-Flow Sub. Bonds > > > Surplus Total Sub Less Payments Accrued Available for Date Available for Bond Interest Toward Interest Less Payments Balance of Sub Bonds Less Payments Balance of Total Surplus Surplus Cum. Surplus YEAR Sub Application of Bonds Sub on Balance Sub Bond + Int. on Toward Accrued Accrued Principal Toward Bond Sub Sub. Debt Cash Flow Release Debt Service Prior Yr. Surplus Issued Debt Service 8.00% Interest 8.00% Interest Interest Issued Principal Bond Principal Pmts $ /1/25 $0 $12,709 $0 $12,709 $0 $12,709 $4,085,000 $0 $4,085,000 $0 $0 $0 0 $ , , , ,085, $ , , , ,085, , , ,076, ,085, , , ,489, ,085, , , ,935, ,085, , , ,417, ,085, , , ,937, ,085, , , , , , ,276, ,085, , , , , , , ,625 3,241, ,085, , , , , , , ,225 3,204, ,085, , , , , , , ,156 3,150, ,085, , , , , , , ,156 3,090, ,085, , , , , , , ,863 3,015, ,085, , , , , , , ,163 2,932, ,085, , , , , , , ,568 2,833, ,085, , , , , , , ,068 2,723, ,085, , , , , , , ,093 2,590, ,085, , , , , , , ,393 2,451, ,085, , , , , , , ,261 2,288, ,085, , , , , , , ,861 2,111, ,085, , , , , , , ,494 1,907, ,085, , , , , , , ,294 1,685, ,085, , , , , , , ,916 1,430, ,085, , , , , , , ,116 1,157, ,085, , , , , ,800 92, , , ,085, , , , , ,800 67, , , ,085, , , , , ,800 41, , , ,085, , , , , ,800 11, , ,000 3,822, , , , , , ,000 3,369, ,760 (6) ,662, ,662, , , ,369, ,638,520 23,534 24, ,288,016 18,288,891 9,738,389 7,334,590 6,844,022 6,844,022 4,085,000 4,085,000 18,263,613 24,403 24,403 COI (est.): 122,550 Proceeds: 3,962,450 10/3/2017 C RMD#1 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 1

120 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Commercial Development Phase 1 - Commercial Phase 2 - Commercial Incr/(Decr) in Incr/(Decr) in Finished Lot Square Ft per Sq Ft, Finished Lot Square Ft per Sq Ft, SF Completed Market SF Completed Market YEAR Devel'd 10% 15,000 2% Value Devel'd 10% 15,000 2% Value $ $0 0 0 $ $ , , (450,000) 15, ,775, , , (465,000) 15, ,236, , ,000 4,775,436 15, ,000 5,236,655 10/3/2017 C RMD#1 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 4

121 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 3 - Commercial Phase 4 - Commercial Incr/(Decr) in Incr/(Decr) in Finished Lot Square Ft per Sq Ft, Finished Lot Square Ft per Sq Ft, YEAR SF Completed Market SF Completed Market Devel'd 10% 15,000 2% Value Devel'd 10% 15,000 2% Value $ $0 0 0 $ $ , , (480,000) 15, ,623, , , (480,000) 15, ,851, , ,000 5,623,965 15, ,000 5,851,173 10/3/2017 C RMD#1 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 5

122 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Commercial Summary Hotel Rooms Incr/(Decr) in Mkt Value Finished Lot Rooms per room, Total Total Value of Platted & YEAR Rooms Completed Market Commercial Commercial Developed Lots Devel'd 10% 400 2% Value Market Value Sq Ft Adjustment 1 Adjusted Value $300,000 $ , , , , , , ,775,436 15,000 0 (450,000) , , , , ,236,655 15,000 0 (465,000) , , , ,623,965 15,000 0 (480,000) ,000, , ,480,000 0 (12,000,000) , ,279, ,130,504 15,000 0 (12,480,000) , , , , , , , , ,279, ,766,560 60, [1] Adj. to actual/prelim AV; Incl Ag. 10/3/2017 C RMD#1 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 6

123 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #1 Combined Results ~~~~~~~~ GENERAL OBLIGATION BONDS, SERIES 2025A SUBORDINATE BONDS, SERIES 2025B ~~~ [ Preliminary -- for discussion only ] Dated Date 12/01/2025 Delivery Date 12/01/2025 Sources: SERIES 2025A SERIES 2025B Total Bond Proceeds: Par Amount 29,045, ,085, ,130, ,045, ,085, ,130, Uses: SERIES 2025A SERIES 2025B Total Project Fund Deposits: Project Fund 21,004, ,962, ,966, Other Fund Deposits: Capitalized Interest Fund 4,356, ,356, Debt Service Reserve 2,522, ,522, ,878, ,878, Cost of Issuance: Other Cost of Issuance 1,161, , ,284, ,045, ,085, ,130, Oct 3, :49 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :25ABC) 7

124 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #1 GENERAL OBLIGATION BONDS, SERIES 2025A (target) Mills Non-Rated, target, 2055 Final Maturity [ Preliminary -- for discsussion only ] Dated Date 12/01/2025 Delivery Date 12/01/2025 Sources: Bond Proceeds: Par Amount 29,045, ,045, Uses: Project Fund Deposits: Project Fund 21,004, Other Fund Deposits: Capitalized Interest Fund 4,356, Debt Service Reserve 2,522, ,878, Cost of Issuance: Other Cost of Issuance 1,161, ,045, Oct 3, :48 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :CAUG NRLFC) 8

125 BOND SUMMARY STATISTICS ROAM METROPOLITAN DISTRICT #1 GENERAL OBLIGATION BONDS, SERIES 2025A (target) Mills Non-Rated, target, 2055 Final Maturity [ Preliminary -- for discsussion only ] Dated Date 12/01/2025 Delivery Date 12/01/2025 First Coupon 06/01/2026 Last Maturity 12/01/2055 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Weighted Average Maturity (years) Duration of Issue (years) Par Amount 29,045, Bond Proceeds 29,045, Total Interest 39,026, Net Interest 39,026, Bond Years from Dated Date 650,435, Bond Years from Delivery Date 650,435, Total Debt Service 68,071, Maximum Annual Debt Service 5,045, Average Annual Debt Service 2,269, Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date change 30-yr Term Bond 29,045, % /23/ , ,045, , All-In Arbitrage TIC TIC Yield Par Value 29,045, ,045, ,045, Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -1,161, Other Amounts Target Value 29,045, ,883, ,045, Target Date 12/01/ /01/ /01/2025 Yield % % % Oct 3, :48 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :CAUG NRLFC) 9

126 DETAILED BOND DEBT SERVICE ROAM METROPOLITAN DISTRICT #1 GENERAL OBLIGATION BONDS, SERIES 2025A (target) Mills Non-Rated, target, 2055 Final Maturity [ Preliminary -- for discsussion only ] 30-yr Term Bond Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/ , ,350 12/01/ , ,350 1,742,700 06/01/ , ,350 12/01/ , ,350 1,742,700 06/01/ , ,350 12/01/ , ,350 1,742,700 06/01/ , ,350 12/01/ , % 871,350 1,076,350 1,947,700 06/01/ , ,200 12/01/ , % 865,200 1,120,200 1,985,400 06/01/ , ,550 12/01/ , % 857,550 1,127,550 1,985,100 06/01/ , ,450 12/01/ , % 849,450 1,179,450 2,028,900 06/01/ , ,550 12/01/ , % 839,550 1,189,550 2,029,100 06/01/ , ,050 12/01/ , % 829,050 1,239,050 2,068,100 06/01/ , ,750 12/01/ , % 816,750 1,251,750 2,068,500 06/01/ , ,700 12/01/ , % 803,700 1,303,700 2,107,400 06/01/ , ,700 12/01/ , % 788,700 1,318,700 2,107,400 06/01/ , ,800 12/01/ , % 772,800 1,377,800 2,150,600 06/01/ , ,650 12/01/ , % 754,650 1,394,650 2,149,300 06/01/ , ,450 12/01/ , % 735,450 1,460,450 2,195,900 06/01/ , ,700 12/01/ , % 713,700 1,478,700 2,192,400 06/01/ , ,750 12/01/ , % 690,750 1,545,750 2,236,500 06/01/ , ,100 12/01/ , % 665,100 1,575,100 2,240,200 06/01/ , ,800 12/01/2044 1,010, % 637,800 1,647,800 2,285,600 06/01/ , ,500 12/01/2045 1,070, % 607,500 1,677,500 2,285,000 06/01/ , ,400 12/01/2046 1,180, % 575,400 1,755,400 2,330,800 06/01/ , ,000 12/01/2047 1,250, % 540,000 1,790,000 2,330,000 06/01/ , ,500 12/01/2048 1,370, % 502,500 1,872,500 2,375,000 06/01/ , ,400 12/01/2049 1,455, % 461,400 1,916,400 2,377,800 06/01/ , ,750 12/01/2050 1,590, % 417,750 2,007,750 2,425,500 06/01/ , ,050 12/01/2051 1,685, % 370,050 2,055,050 2,425,100 06/01/ , ,500 12/01/2052 1,835, % 319,500 2,154,500 2,474,000 06/01/ , ,450 12/01/2053 1,945, % 264,450 2,209,450 2,473,900 06/01/ , ,100 12/01/2054 2,110, % 206,100 2,316,100 2,522,200 06/01/ , ,800 12/01/2055 4,760, % 142,800 4,902,800 5,045,600 29,045,000 39,026,100 68,071,100 68,071,100 Oct 3, :48 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :CAUG NRLFC) 10

127 NET DEBT SERVICE ROAM METROPOLITAN DISTRICT #1 GENERAL OBLIGATION BONDS, SERIES 2025A (target) Mills Non-Rated, target, 2055 Final Maturity [ Preliminary -- for discsussion only ] Capitalized Period Total Debt Service Interest Net Ending Principal Interest Debt Service Reserve Fund Debt Service 12/01/2026 1,742,700 1,742,700 1,742,700 12/01/2027 1,742,700 1,742,700 1,742,700 12/01/2028 1,742,700 1,742, , ,350 12/01/ ,000 1,742,700 1,947,700 1,947,700 12/01/ ,000 1,730,400 1,985,400 1,985,400 12/01/ ,000 1,715,100 1,985,100 1,985,100 12/01/ ,000 1,698,900 2,028,900 2,028,900 12/01/ ,000 1,679,100 2,029,100 2,029,100 12/01/ ,000 1,658,100 2,068,100 2,068,100 12/01/ ,000 1,633,500 2,068,500 2,068,500 12/01/ ,000 1,607,400 2,107,400 2,107,400 12/01/ ,000 1,577,400 2,107,400 2,107,400 12/01/ ,000 1,545,600 2,150,600 2,150,600 12/01/ ,000 1,509,300 2,149,300 2,149,300 12/01/ ,000 1,470,900 2,195,900 2,195,900 12/01/ ,000 1,427,400 2,192,400 2,192,400 12/01/ ,000 1,381,500 2,236,500 2,236,500 12/01/ ,000 1,330,200 2,240,200 2,240,200 12/01/2044 1,010,000 1,275,600 2,285,600 2,285,600 12/01/2045 1,070,000 1,215,000 2,285,000 2,285,000 12/01/2046 1,180,000 1,150,800 2,330,800 2,330,800 12/01/2047 1,250,000 1,080,000 2,330,000 2,330,000 12/01/2048 1,370,000 1,005,000 2,375,000 2,375,000 12/01/2049 1,455, ,800 2,377,800 2,377,800 12/01/2050 1,590, ,500 2,425,500 2,425,500 12/01/2051 1,685, ,100 2,425,100 2,425,100 12/01/2052 1,835, ,000 2,474,000 2,474,000 12/01/2053 1,945, ,900 2,473,900 2,473,900 12/01/2054 2,110, ,200 2,522,200 2,522,200 12/01/2055 4,760, ,600 5,045,600 2,522,200 2,523,400 29,045,000 39,026,100 68,071,100 2,522,200 4,356,750 61,192,150 Oct 3, :48 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :CAUG NRLFC) 11

128 BOND SOLUTION ROAM METROPOLITAN DISTRICT #1 GENERAL OBLIGATION BONDS, SERIES 2025A (target) Mills Non-Rated, target, 2055 Final Maturity [ Preliminary -- for discsussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2026 1,742,700-1,742, , ,522 12/01/2027 1,742,700-1,742, , ,003 12/01/2028 1,742, , , , , % 12/01/ ,000 1,947,700 1,947,700 2,536, , % 12/01/ ,000 1,985,400 1,985,400 2,587, , % 12/01/ ,000 1,985,100 1,985,100 2,587, , % 12/01/ ,000 2,028,900 2,028,900 2,638, , % 12/01/ ,000 2,029,100 2,029,100 2,638, , % 12/01/ ,000 2,068,100 2,068,100 2,691, , % 12/01/ ,000 2,068,500 2,068,500 2,691, , % 12/01/ ,000 2,107,400 2,107,400 2,745, , % 12/01/ ,000 2,107,400 2,107,400 2,745, , % 12/01/ ,000 2,150,600 2,150,600 2,800, , % 12/01/ ,000 2,149,300 2,149,300 2,800, , % 12/01/ ,000 2,195,900 2,195,900 2,856, , % 12/01/ ,000 2,192,400 2,192,400 2,856, , % 12/01/ ,000 2,236,500 2,236,500 2,913, , % 12/01/ ,000 2,240,200 2,240,200 2,913, , % 12/01/2044 1,010,000 2,285,600 2,285,600 2,971, , % 12/01/2045 1,070,000 2,285,000 2,285,000 2,971, , % 12/01/2046 1,180,000 2,330,800 2,330,800 3,031, , % 12/01/2047 1,250,000 2,330,000 2,330,000 3,031, , % 12/01/2048 1,370,000 2,375,000 2,375,000 3,091, , % 12/01/2049 1,455,000 2,377,800 2,377,800 3,091, , % 12/01/2050 1,590,000 2,425,500 2,425,500 3,153, , % 12/01/2051 1,685,000 2,425,100 2,425,100 3,153, , % 12/01/2052 1,835,000 2,474,000 2,474,000 3,216, , % 12/01/2053 1,945,000 2,473,900 2,473,900 3,216, , % 12/01/2054 2,110,000 2,522,200 2,522,200 3,280, , % 12/01/2055 4,760,000 5,045,600-2,522,200 2,523,400 3,280, , % 29,045,000 68,071,100-6,878,950 61,192,150 79,327,919 18,135,769 Oct 3, :48 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :CAUG NRLFC) 12

129 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #1 SUBORDINATE BONDS, SERIES 2025B Non-Rated, Cash-Flow Bonds, Annual Pay, 12/15/2055 (Stated) Maturity [ Preliminary -- for discussion only ] Dated Date 12/01/2025 Delivery Date 12/01/2025 Sources: Bond Proceeds: Par Amount 4,085, ,085, Uses: Project Fund Deposits: Project Fund 3,962, Cost of Issuance: Other Cost of Issuance 122, ,085, Oct 3, :49 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 CAUG BCFC) 13

130 BOND PRICING ROAM METROPOLITAN DISTRICT #1 SUBORDINATE BONDS, SERIES 2025B Non-Rated, Cash-Flow Bonds, Annual Pay, 12/15/2055 (Stated) Maturity [ Preliminary -- for discussion only ] Maturity Bond Component Date Amount Rate Yield Price 30-yr. Term Bond: 12/15/2055 4,085, % 8.000% ,085,000 Dated Date 12/01/2025 Delivery Date 12/01/2025 First Coupon 12/15/2025 Par Amount 4,085, Original Issue Discount Production 4,085, % Underwriter's Discount Purchase Price 4,085, % Accrued Interest Net Proceeds 4,085, Oct 3, :49 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #1 17 :CAUG BCFC) 14

131 ROAM METROPOLITAN DISTRICT #2 1 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 < < < < < < < < Residential > > > > > > > > < Platted/Developed Lots > Mkt Value As'ed Value As'ed Value District District District % Total D/S Mill Levy D/S Mill Levy S.O. Taxes Total Total Total Reasses'mt Cumulative of Market Cumulative of Market Assessed [ Target] Collections Collected Facility Fees Available YEAR Res'l 2.0% Market Value (2-yr lag) Market Value (2-yr lag) Value [ % Collections Revenue $0 $ $0 $ ,982,500 0 $ ,421, ,982, , , ,451, ,945, , , ,854 2, , , ,229, ,867,247 2,190,348 1,070, ,925 3,055, ,509 9, , , ,177,847 4,424,503 1,070,000 1,144,050 5,568, ,657 18, , , ,143, ,278,216 8,990,442 1,070, ,300 9,300, ,835 30, , , ,430,153 11,316, ,300 11,627, ,857 37, , , ,508, ,938,756 13,916, ,300 14,226, ,661 46, , ,938,756 16,230, ,230, ,255 52, , ,598, ,537,532 16,555, ,555, ,841 53, , ,537,532 16,555, ,555, ,841 53, , ,690, ,228,282 16,886, ,886, ,777 54, , ,228,282 16,886, ,886, ,777 54, , ,784, ,012,848 17,224, ,224, ,073 55, , ,012,848 17,224, ,224, ,073 55, , ,880, ,893,105 17,568, ,568, ,734 57, ,008, ,893,105 17,568, ,568, ,734 57, ,008, ,977, ,870,967 17,920, ,920, ,769 58, ,029, ,870,967 17,920, ,920, ,769 58, ,029, ,077, ,948,386 18,278, ,278, ,184 59,411 1,049, ,948,386 18,278, ,278, ,184 59,411 1,049, ,178, ,127,354 18,644, ,644, ,009,988 60,599 1,070, ,127,354 18,644, ,644, ,009,988 60,599 1,070, ,282, ,409,901 19,017, ,017, ,030,188 61,811 1,091, ,409,901 19,017, ,017, ,030,188 61,811 1,091, ,388, ,798,099 19,397, ,397, ,050,792 63,047 1,113, ,798,099 19,397, ,397, ,050,792 63,047 1,113, ,495, ,294,061 19,785, ,785, ,071,807 64,308 1,136, ,294,061 19,785, ,785, ,071,807 64,308 1,136, ,605, ,899,942 20,181, ,181, ,093,244 65,595 1,158, ,899,942 20,181, ,181, ,093,244 65,595 1,158, ,717, ,617,941 20,584, ,584, ,115,108 66,907 1,182, ,617,941 20,584, ,584, ,115,108 66,907 1,182, ,832, ,450,300 20,996, ,996, ,137,411 68,245 1,205, ,392,732 28,492,049 1,709, ,000 30,965,572 10/3/2017 C RMD#2 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 1

132 ROAM METROPOLITAN DISTRICT #2 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 Ser. 2020A $10,460,000 Par Surplus Senior Senior Cov. of Net DS: Cov. of Net DS: [Net $8.507 MM] Cumulative Debt/ Cap YEAR Net Available Net Debt Annual 50% D/A Surplus Assessed Act'l Value & 0.0 U.R.A. Mills & 0.0 U.R.A. Mills for Debt Svc Service Surplus to $1,046,000 $1,046,000 Target Ratio Ratio & Sales PIF Revs & Sales PIF Revs $0 n/a 0 n/a 0 n/a n/a n/a 0.0% 0.0% 108,000 $108,000 $108,000 0% 0% 0.0% 0.0% 157, ,666 $0 265,666 0% 0% 0.0% 0.0% 391,439 $0 391, , % 7% 0.0% 0.0% 431, ,756 42,861 1,046, % 5% 0.0% 0.0% 646, ,600 18,465 18,465 1,046,000 90% 5% 102.9% 102.9% 775, , , ,049 1,046,000 74% 5% 123.6% 123.6% 816, , , ,301 1,046,000 64% 5% 130.2% 130.2% 932, , , ,411 1,046,000 63% 4% 130.8% 130.8% 950, , , ,151 1,046,000 62% 4% 130.7% 130.7% 950, , , ,451 1,046,000 60% 4% 130.9% 130.9% 969, , , ,064 1,046,000 59% 4% 130.2% 130.2% 969, , , ,164 1,046,000 57% 4% 130.8% 130.8% 989, , , ,957 1,046,000 56% 4% 130.5% 130.5% 989, , , ,857 1,046,000 54% 4% 130.4% 130.4% 1,008, , , ,138 1,046,000 53% 4% 130.6% 130.6% 1,008, , , ,138 1,046,000 51% 4% 130.1% 130.1% 1,029, , , ,215 1,046,000 50% 4% 130.6% 130.6% 1,029, , , ,615 1,046,000 47% 3% 130.5% 130.5% 1,049, , , ,495 1,046,000 46% 3% 130.7% 130.7% 1,049, , , ,595 1,046,000 43% 3% 130.2% 130.2% 1,070, , , ,887 1,046,000 41% 3% 130.1% 130.1% 1,070, , , ,287 1,046,000 39% 3% 130.2% 130.2% 1,091, , , ,299 1,046,000 37% 3% 130.7% 130.7% 1,091, , , ,999 1,046,000 34% 2% 130.5% 130.5% 1,113, , , ,039 1,046,000 31% 2% 130.8% 130.8% 1,113, , , ,639 1,046,000 28% 2% 130.4% 130.4% 1,136, , , ,316 1,046,000 25% 2% 130.6% 130.6% 1,136, , , ,416 1,046,000 22% 2% 130.2% 130.2% 1,158, , , ,338 1,046,000 19% 1% 130.4% 130.4% 1,158, , , ,538 1,046,000 16% 1% 130.8% 130.8% 1,182, , , ,015 1,046,000 12% 1% 130.3% 130.3% 1,182, , , ,915 1,046,000 8% 1% 130.7% 130.7% 1,205, , ,855 1,324, % 0% 130.1% 130.1% 30,965,572 23,064,100 7,901,472 7,901,472 [CAug nrlfC] 10/3/2017 C RMD#2 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 1

133 YEAR ROAM METROPOLITAN DISTRICT #2 Development Projection at (target) District Mills for Debt Service -- 10/03/2017 Non-Rated, Look-Forward + Cash-Flow Subs. Cash-Flow Sub. Bonds > > > Surplus Total Sub Less Payments Accrued Available for Date Available for Bond Interest Toward Interest Less Payments Balance of Sub Bonds Less Payments Balance of Total Surplus Surplus Cum. Surplus Sub Application of Bonds Sub on Balance Sub Bond + Int. on Toward Accrued Accrued Principal Toward Bond Sub Sub. Debt Cash Flow Release Debt Service Prior Yr. Surplus Issued Debt Service 8.00% Interest 8.00% Interest Interest Issued Principal Bond Principal Pmts. $ /1/20 $0 $7,165 $0 $7,165 $0 $7,165 $2,303,000 $0 $2,303,000 $0 $0 $0 42,861 $0 42, ,240 42, , , ,303,000 42,861 0 $0 0 18, , ,240 18, , , ,303,000 18, , , , ,049 62, , ,303, , , , , ,240 31,133 5, , ,303, , , , , ,240 33,218 35, , ,303, , , , , ,240 33,062 38, , ,303, , , , , ,240 32,594 40, , ,303, , , , , ,240 31,985 40, , ,303, , , , , ,240 31,278 43, , ,303, , , , , ,240 30,266 46, , ,303, , , , , ,240 28,950 46, , ,303, , , , , ,240 27,537 51, , ,303, , , , , ,240 25,588 48, , ,303, , , , , ,240 23,723 56, , ,303, , , , , ,240 21,063 56, , ,303, , , , , ,240 18,238 62, , ,303, , , , , ,240 14,717 59, , ,303, , , , , ,240 11,145 63,647 86, ,303, , , , , ,240 6,945 64,047 29, ,303, , , , , ,240 2,377 32, ,000 2,264, , , , , , ,000 2,190, ,120 (121) , , , , ,000 2,103, ,200 (161) , , , , ,000 2,011, ,240 (601) , , , , ,000 1,906, , , , , , ,000 1,795, ,480 (64) , , , , ,000 1,668, ,600 (262) , , , , ,000 1,529, , , , , , ,000 1,377, , , , , , ,000 1,209, ,160 (245) ,324, ,324,855 96,720 96, ,209, ,305,720 19,135 19, ,901,472 7,906,513 5,136,125 4,785, , ,980 2,303,000 2,303,000 7,881,594 19,878 19,878 COI (est.): 69,090 Proceeds: 2,233,910 10/3/2017 C RMD#2 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 1

134 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Residential Development Phase 1-2 Br/Ba Condos Phase 1 - Residential Apartments Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price # Lots Completed Market # Lots Completed Market YEAR Devel'd 10% 30 target 2% Value Devel'd 10% 38 target 2% Value $375, $325, , , , , , , ,500 3,825, ,500 4,309, ,150 3,901, (32,500) ,130 4,395, (375,000) ,953 3,979,530 0 (390,000) ,893 4,138, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,706, (0) 38 12,843,901 10/3/2017 C RMD#2 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 4

135 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 1 - Cluster Homes Phase 1 - Meadow Homes Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price YEAR # Lots Completed Market # Lots Completed Market Devel'd 10% 42 target 2% Value Devel'd 10% 50 target 2% Value $650, $750, , , , , ,275, , ,000 9,282, ,000 13,005, ,260 9,467, (75,000) ,300 13,265,100 0 (910,000) ,785 9,656,993 0 (1,200,000) ,906 12,734, , , , , , , , , , , , , , , , , , , , , , , , ,009, , ,029, , ,050, , ,071, ,406, ,004,596 10/3/2017 C RMD#2 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 5

136 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 2 - Stacked Flats Phase 2 - Condos Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price YEAR # Lots Completed Market # Lots Completed Market Devel'd 10% 40 target 2% Value Devel'd 10% 56 target 2% Value $300, $550, , , , , , , , , , , ,362 3,183, ,664 8,171, ,730 3,247, ,338 8,334, ,224 3,312, ,244 8,501,422 0 (300,000) ,849 3,378,487 0 (770,000) ,389 8,671, , , , , , , , , , , , , , , , , , , , , , , , , ,121, ,678,902 10/3/2017 C RMD#2 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 6

137 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 2-2 Br/Ba Condos Phase 2 - Cluster Homes Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price YEAR # Lots Completed Market # Lots Completed Market Devel'd 10% 40 target 2% Value Devel'd 10% 46 target 2% Value $385, $650, , , , , , , , , , , ,565 4,085, ,785 8,277, ,736 4,167, ,581 8,442, ,071 4,250, (130,000) ,653 8,611,830 0 (385,000) ,573 4,335,725 0 (650,000) ,006 7,320, , , , , , , , , , , , , , , , , , , , , , , , , ######### ,652,279 10/3/2017 C RMD#2 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 7

138 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Residential Summary Phase 2 - Meadow Homes Incr/(Decr) in Finished Lot # Units per Sq Ft, Total Total SFD Value of Platted & YEAR # Lots Completed Market Residential Total Facility Fees Developed Lots Devel'd 10% 40 target 2% Value Market Value Res'l $2,000/unit Adjustment 1 Adjusted Value $750,000 $0 $ , , ,982, , ,421, , , , ,029, , , ,906 7,959,060 62,186, ,000 0 (2,875,000) ,824 8,118,241 32,310, , ,061 8,280,606 32,956, , (750,000) ,622 8,446,218 32,151, ,000 0 (1,070,000) , , , , , , , , ,009, ,029, ,050, ,071, ,804, ,057, , [1] Adj. to actual/prelim AV; Incl Ag. 10/3/2017 C RMD#2 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 8

139 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #2 Combined Results ~~~~~~~~ GENERAL OBLIGATION BONDS, SERIES 2020A SUBORDINATE BONDS, SERIES 2020B ~~~ [ Preliminary -- for discussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 Sources: SERIES 2020A SERIES 2020B Total Bond Proceeds: Par Amount 10,460, ,303, ,763, ,460, ,303, ,763, Uses: SERIES 2020A SERIES 2020B Total Project Fund Deposits: Project Fund 8,507, ,233, ,740, Other Fund Deposits: Capitalized Interest Fund 627, , Debt Service Reserve 907, , ,534, ,534, Cost of Issuance: Other Cost of Issuance 418, , , ,460, ,303, ,763, Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 :20ABC) 9

140 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #2 GENERAL OBLIGATION BONDS, SERIES 2020A (target) Mills Non-Rated, target, 2050 Final Maturity [ Preliminary -- for discsussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 Sources: Bond Proceeds: Par Amount 10,460, ,460, Uses: Project Fund Deposits: Project Fund 8,507, Other Fund Deposits: Capitalized Interest Fund 627, Debt Service Reserve 907, ,534, Cost of Issuance: Other Cost of Issuance 418, ,460, Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 CAUG NRLFC) 10

141 BOND SUMMARY STATISTICS ROAM METROPOLITAN DISTRICT #2 GENERAL OBLIGATION BONDS, SERIES 2020A (target) Mills Non-Rated, target, 2050 Final Maturity [ Preliminary -- for discsussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 First Coupon 06/01/2021 Last Maturity 12/01/2050 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Weighted Average Maturity (years) Duration of Issue (years) Par Amount 10,460, Bond Proceeds 10,460, Total Interest 14,138, Net Interest 14,138, Bond Years from Dated Date 235,645, Bond Years from Delivery Date 235,645, Total Debt Service 24,598, Maximum Annual Debt Service 1,833, Average Annual Debt Service 819, Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date change 30-yr Term Bond 10,460, % /12/ , ,460, , All-In Arbitrage TIC TIC Yield Par Value 10,460, ,460, ,460, Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -418, Other Amounts Target Value 10,460, ,041, ,460, Target Date 12/01/ /01/ /01/2020 Yield % % % Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 :CAUG NRLFC) 11

142 BOND DEBT SERVICE ROAM METROPOLITAN DISTRICT #2 GENERAL OBLIGATION BONDS, SERIES 2020A (target) Mills Non-Rated, target, 2050 Final Maturity [ Preliminary -- for discsussion only ] Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/ , ,800 12/01/ , , ,600 06/01/ , ,800 12/01/ , , ,600 06/01/ , ,800 12/01/ , , ,600 06/01/ , ,800 12/01/ , , ,600 06/01/ , ,800 12/01/ , % 313, , ,600 06/01/ , ,250 12/01/ , % 311, , ,500 06/01/ , ,100 12/01/ , % 308, , ,200 06/01/ , ,800 12/01/ , % 304, , ,600 06/01/ , ,750 12/01/ , % 300, , ,500 06/01/ , ,550 12/01/ , % 296, , ,100 06/01/ , ,600 12/01/ , % 291, , ,200 06/01/ , ,350 12/01/ , % 286, , ,700 06/01/ , ,350 12/01/ , % 280, , ,700 06/01/ , ,900 12/01/ , % 273, , ,800 06/01/ , ,700 12/01/ , % 266, , ,400 06/01/ , ,050 12/01/ , % 259, , ,100 06/01/ , ,500 12/01/ , % 250, , ,000 06/01/ , ,350 12/01/ , % 241, , ,700 06/01/ , ,150 12/01/ , % 231, , ,300 06/01/ , ,350 12/01/ , % 220, , ,700 06/01/ , ,500 12/01/ , % 208, , ,000 06/01/ , ,900 12/01/ , % 195, , ,800 06/01/ , ,100 12/01/ , % 182, , ,200 06/01/ , ,400 12/01/ , % 167, , ,800 06/01/ , ,350 12/01/ , % 151, , ,700 06/01/ , ,250 12/01/ , % 134, , ,500 06/01/ , ,650 12/01/ , % 115, , ,300 06/01/ ,000 96,000 12/01/ , % 96, , ,000 06/01/ ,550 74,550 12/01/ , % 74, , ,100 06/01/ ,900 51,900 12/01/2050 1,730, % 51,900 1,781,900 1,833,800 10,460,000 14,138,700 24,598,700 24,598,700 Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 :CAUG NRLFC) 12

143 NET DEBT SERVICE ROAM METROPOLITAN DISTRICT #2 GENERAL OBLIGATION BONDS, SERIES 2020A (target) Mills Non-Rated, target, 2050 Final Maturity [ Preliminary -- for discsussion only ] Capitalized Period Total Debt Service Interest Net Ending Principal Interest Debt Service Reserve Fund Debt Service 12/01/ , , ,600 12/01/ , , ,600 12/01/ , , ,600 12/01/ , , ,600 12/01/ , , , ,600 12/01/ , , , ,500 12/01/ , , , ,200 12/01/ , , , ,600 12/01/ , , , ,500 12/01/ , , , ,100 12/01/ , , , ,200 12/01/ , , , ,700 12/01/ , , , ,700 12/01/ , , , ,800 12/01/ , , , ,400 12/01/ , , , ,100 12/01/ , , , ,000 12/01/ , , , ,700 12/01/ , , , ,300 12/01/ , , , ,700 12/01/ , , , ,000 12/01/ , , , ,800 12/01/ , , , ,200 12/01/ , , , ,800 12/01/ , , , ,700 12/01/ , , , ,500 12/01/ , , , ,300 12/01/ , , , ,000 12/01/ , , , ,100 12/01/2050 1,730, ,800 1,833, , ,800 10,460,000 14,138,700 24,598, , ,600 23,064,100 Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 :CAUG NRLFC) 13

144 BOND SOLUTION ROAM METROPOLITAN DISTRICT #2 GENERAL OBLIGATION BONDS, SERIES 2020A (target) Mills Non-Rated, target, 2050 Final Maturity [ Preliminary -- for discsussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/ , , , ,756 12/01/ , , ,065-93, % 12/01/ , , ,649 40, % 12/01/ , , , , % 12/01/ , , , , , % 12/01/ , , , , , % 12/01/ , , , , , % 12/01/ , , , , , % 12/01/ , , , , , % 12/01/ , , , , , % 12/01/ , , , , , % 12/01/ , , ,700 1,008, , % 12/01/ , , ,700 1,008, , % 12/01/ , , ,800 1,029, , % 12/01/ , , ,400 1,029, , % 12/01/ , , ,100 1,049, , % 12/01/ , , ,000 1,049, , % 12/01/ , , ,700 1,070, , % 12/01/ , , ,300 1,070, , % 12/01/ , , ,700 1,091, , % 12/01/ , , ,000 1,091, , % 12/01/ , , ,800 1,113, , % 12/01/ , , ,200 1,113, , % 12/01/ , , ,800 1,136, , % 12/01/ , , ,700 1,136, , % 12/01/ , , ,500 1,158, , % 12/01/ , , ,300 1,158, , % 12/01/ , , ,000 1,182, , % 12/01/ , , ,100 1,182, , % 12/01/2050 1,730,000 1,833, , ,800 1,205, , % 10,460,000 24,598,700-1,534,600 23,064,100 29,976,468 6,912,368 Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 :CAUG NRLFC) 14

145 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #2 SUBORDINATE BONDS, SERIES 2020B Non-Rated, Cash-Flow Bonds, Annual Pay, 12/15/2050 (Stated) Maturity [ Preliminary -- for discussion only ] Dated Date 12/01/2020 Delivery Date 12/01/2020 Sources: Bond Proceeds: Par Amount 2,303, ,303, Uses: Project Fund Deposits: Project Fund 2,233, Cost of Issuance: Other Cost of Issuance 69, ,303, Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 :CAUG BCFC) 15

146 BOND PRICING ROAM METROPOLITAN DISTRICT #2 SUBORDINATE BONDS, SERIES 2020B Non-Rated, Cash-Flow Bonds, Annual Pay, 12/15/2050 (Stated) Maturity [ Preliminary -- for discussion only ] Maturity Bond Component Date Amount Rate Yield Price 30-yr. Term Bond: 12/15/2050 2,303, % 8.000% ,303,000 Dated Date 12/01/2020 Delivery Date 12/01/2020 First Coupon 12/15/2020 Par Amount 2,303, Original Issue Discount Production 2,303, % Underwriter's Discount Purchase Price 2,303, % Accrued Interest Net Proceeds 2,303, Oct 3, :56 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #2 17 CAUG BCFC) 16

147 ROAM METROPOLITAN DISTRICT #3 1 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 < < < < < < < < Residential > > > > > > > > < Platted/Developed Lots > Mkt Value As'ed Value As'ed Value District District District % Total D/S Mill Levy D/S Mill Levy S.O. Taxes Total Total Total Reasses'mt Cumulative of Market Cumulative of Market Assessed [ Target] Collections Collected Facility Fees Available YEAR Res'l 2.0% Market Value (2-yr lag) Market Value (2-yr lag) Value [ % Collections Revenue $0 $ $0 $ $ ,307, ,245, ,307, , , ,911 75,980, ,061, , , ,957 3, , , ,898,406 2,681,681 1,155, ,117 3,640, ,227 11, , , ,637, ,443,163 5,470,629 1,100, ,922 6,358, ,452 20, , , ,534,110 9,496,685 1,100, ,950 9,831, ,594 31, , , ,430, ,416,213 16,447, ,000 16,766, ,288 54, ,000 1,182, ,416,213 23,150, ,000 23,469, ,271,375 76, ,347, ,008, ,424,537 28,829, ,829, ,561,761 93, ,655, ,424,537 28,829, ,829, ,561,761 93, ,655, ,168, ,593,028 29,406, ,406, ,592,997 95, ,688, ,593,028 29,406, ,406, ,592,997 95, ,688, ,331, ,924,889 29,994, ,994, ,624,857 97, ,722, ,924,889 29,994, ,994, ,624,857 97, ,722, ,498, ,423,386 30,594, ,594, ,657,354 99,441 1,756, ,423,386 30,594, ,594, ,657,354 99,441 1,756, ,668, ,091,854 31,206, ,206, ,690, ,430 1,791, ,091,854 31,206, ,206, ,690, ,430 1,791, ,841, ,933,691 31,830, ,830, ,724, ,459 1,827, ,933,691 31,830, ,830, ,724, ,459 1,827, ,018, ,952,365 32,467, ,467, ,758, ,528 1,864, ,952,365 32,467, ,467, ,758, ,528 1,864, ,199, ,151,412 33,116, ,116, ,793, ,638 1,901, ,151,412 33,116, ,116, ,793, ,638 1,901, ,383, ,534,441 33,778, ,778, ,829, ,791 1,939, ,534,441 33,778, ,778, ,829, ,791 1,939, ,570, ,105,129 34,454, ,454, ,866, ,987 1,978, ,105,129 34,454, ,454, ,866, ,987 1,978, ,762, ,867,232 35,143, ,143, ,903, ,227 2,018, ,867,232 35,143, ,143, ,903, ,227 2,018, ,957, ,824,577 35,846, ,846, ,941, ,511 2,058, ,824,577 35,846, ,846, ,941, ,511 2,058, ,156, ,981,068 36,563, ,563, ,980, ,841 2,099, ,378,417 47,179,552 2,830,773 1,388,000 51,398,326 10/3/2017 C RMD#3 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 1

148 ROAM METROPOLITAN DISTRICT #3 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 Ser. 2024A $18,095,000 Par Surplus Senior Senior Cov. of Net DS: Cov. of Net DS: [Net $ MM] Cumulative Debt/ Cap YEAR Net Available Net Debt Annual 50% D/A Surplus Assessed Act'l Value & 0.0 U.R.A. Mills & 0.0 U.R.A. Mills for Debt Svc Service Surplus to $1,809,500 $1,809,500 Target Ratio Ratio & Sales PIF Revs & Sales PIF Revs $0 n/a 0 n/a 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 0 n/a n/a n/a 0.0% 0.0% 152,000 $152,000 $152, % 7% 0.0% 0.0% 207,074 $0 207,074 $0 359, % 14% 0.0% 0.0% 441, , , % 8% 0.0% 0.0% 687, , ,487, % 6% 0.0% 0.0% 874,550 1,085,700 (211,150) 0 1,276, % 5% 80.6% 80.6% 1,182,785 1,085,700 97, ,373,189 77% 5% 108.9% 108.9% 1,347,657 1,085, , ,635,146 63% 4% 124.1% 124.1% 1,655,467 1,270, , ,413 1,809,500 62% 4% 130.3% 130.3% 1,655,467 1,269, , ,867 1,809,500 60% 4% 130.4% 130.4% 1,688,576 1,297, , ,676 1,809,500 59% 4% 130.1% 130.1% 1,688,576 1,293, , ,776 1,809,500 57% 4% 130.5% 130.5% 1,722,348 1,324, , ,248 1,809,500 56% 4% 130.1% 130.1% 1,722,348 1,321, , ,648 1,809,500 54% 4% 130.3% 130.3% 1,756,795 1,348, , ,395 1,809,500 53% 4% 130.3% 130.3% 1,756,795 1,347, , ,395 1,809,500 51% 4% 130.4% 130.4% 1,791,931 1,375, , ,731 1,809,500 50% 4% 130.3% 130.3% 1,791,931 1,375, , ,931 1,809,500 47% 3% 130.3% 130.3% 1,827,769 1,403, , ,469 1,809,500 46% 3% 130.2% 130.2% 1,827,769 1,403, , ,469 1,809,500 43% 3% 130.2% 130.2% 1,864,325 1,431, , ,825 1,809,500 41% 3% 130.2% 130.2% 1,864,325 1,431, , ,225 1,809,500 39% 3% 130.3% 130.3% 1,901,611 1,458, , ,011 1,809,500 37% 3% 130.4% 130.4% 1,901,611 1,462, , ,411 1,809,500 34% 2% 130.1% 130.1% 1,939,644 1,488, , ,544 1,809,500 31% 2% 130.3% 130.3% 1,939,644 1,489, , ,844 1,809,500 28% 2% 130.2% 130.2% 1,978,436 1,518, , ,936 1,809,500 26% 2% 130.3% 130.3% 1,978,436 1,517, , ,036 1,809,500 22% 2% 130.4% 130.4% 2,018,005 1,548, , ,005 1,809,500 19% 1% 130.4% 130.4% 2,018,005 1,548, , ,805 1,809,500 16% 1% 130.3% 130.3% 2,058,365 1,579, , ,865 1,809,500 12% 1% 130.3% 130.3% 2,058,365 1,579, , ,565 1,809,500 8% 1% 130.3% 130.3% 2,099,533 1,610, ,733 2,298, % 0% 130.3% 130.3% 51,398,326 38,951,000 12,447,326 12,447,326 [ CAug nrlfC] 10/3/2017 C RMD#3 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 2 1

149 ROAM METROPOLITAN DISTRICT #3 Development Projection at (target) District Mills for Debt Service -- 10/03/ Non-Rated, Look-Forward + Cash-Flow Subs. 1 Cash-Flow Sub. Bonds > > > Surplus Total Sub Less Payments Accrued Available for Date Available for Bond Interest Toward Interest Less Payments Balance of Sub Bonds Less Payments Balance of Total Surplus Surplus Cum. Surplus YEAR Sub Application of Bonds Sub on Balance Sub Bond + Int. on Toward Accrued Accrued Principal Toward Bond Sub Sub. Debt Cash Flow Release Debt Service Prior Yr. Surplus Issued Debt Service 8.00% Interest 8.00% Interest Interest Issued Principal Bond Principal Pmts $ /1/24 $0 $9,595 $0 $9,595 $0 $9,595 $3,084,000 $0 $3,084,000 $0 $0 $0 0 $ , , , ,084, $ , , , ,084, , , , ,084, , , ,124, ,084, , , ,461, ,084, , , , , , ,614, ,084, , , , , , , ,147 1,604, ,084, , , , , , , ,956 1,589, ,084, , , , , , , ,056 1,568, ,084, , , , , , , ,528 1,542, ,084, , , , , , , ,928 1,511, ,084, , , , , , , ,675 1,470, ,084, , , , , , , ,675 1,425, ,084, , , , , , , ,011 1,369, ,084, , , , , , , ,211 1,309, ,084, , , , , , , ,749 1,236, ,084, , , , , ,720 98, ,749 1,157, ,084, , , , , ,720 92, ,105 1,064, ,084, , , , , ,720 85, , , ,084, , , , , ,720 77, , , ,084, , , , , ,720 67, , , ,084, , , , , ,720 57, , , ,084, , , , , ,720 45, , , ,084, , , , , ,720 33, , , ,084, , , , , ,720 18, ,316 37, ,084, , , , , ,720 2,996 40, ,000 2,902, , , , , , ,000 2,664, ,160 (355) , , , , ,000 2,398, ,120 (255) , , , , ,000 2,112, , ,298, ,298, , , ,112, ,280,960 17,273 18, ,447,326 12,448,868 7,230,395 5,950,893 3,394,208 3,394,208 3,084,000 3,084,000 12,429,102 18,224 18,224 COI (est.): 92,520 Proceeds: 2,991,480 10/3/2017 C RMD#3 Fin Plan 17 NR LF Fin Plan+CFS Prepared by D.A.Davidson & Co. Draft: For discussion purposes only. 3 1

150 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Residential Development Phase 3 - Meadow Homes Phase 3-2 Bd/Ba Phase 3 - Stacked Flats Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price Finished Lot # Units Price # Lots Completed Market # Lots Completed Market # Lots Completed Market YEAR Devel'd 10% 38 target 2% Value Devel'd 10% 33 target 2% Value Devel'd 10% 40 target 2% Value $750, $365, $305, , , , , , , , , , , , , , , , , , , , , , , , , ,622 10,980, ,049 4,521, ,480 4,808, (75,000) ,514 11,199, ,270 4,611, (61,000) ,349 4,904, (900,000) ,745 10,544,934 0 (401,500) ,656 4,704,212 0 (366,000) ,356 4,288, , , , , , , , , , , , , , , , , , , ,009, , , ,029, , , ,050, , , ,071, , , (0) 38 32,724, ,837, ,001,875 10/3/2017 C RMD#3 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 4

151 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 3-2 Br/Ba Condos Phase 3 - Cabins Phase 3 - Stacked Flats Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price Finished Lot # Units Price # Lots Completed Market # Lots Completed Market # Lots Completed Market YEAR Devel'd 10% 50 target 2% Value Devel'd 10% 21 target 2% Value Devel'd 10% 40 target 2% Value $395, $489, $350, , , , , , , , , , , , , , , , , , , , , , , , , ,834 7,562, ,693 3,854, ,157 5,518, (39,500) ,731 7,713, ,707 3,931, (70,000) ,040 5,628,560 0 (632,000) ,805 7,404,887 0 (342,300) 7 572,941 4,010,590 0 (420,000) ,081 4,920, , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,680, ,797, ,067,725 10/3/2017 C RMD#3 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 5

152 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 4 - Stacked Flats Phase 4-2 Bd/Ba Phase 4 - Cabins Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Finished Lot # Units Price Finished Lot # Units Price Finished Lot # Units per Sq Ft, # Lots Completed Market # Lots Completed Market # Lots Completed Market YEAR Devel'd 10% 20 target 2% Value Devel'd 10% 36 target 2% Value Devel'd 10% 39 target 2% Value $340, $365, $489,000 $ , , , , , , , , , , , , , , , , , , , , , , , , , , , , , , ,364 2,788, ,656 5,131, ,941 7,448,239 6 (34,000) 7 406,331 2,844, ,209 5,234, ,400 7,597,203 0 (204,000) 6 414,458 2,486,749 0 (438,000) ,933 5,339,196 0 (635,700) ,088 7,749, , , , , , , , , , , , , , , , , , , , , , , , , ,119, ,705, ,794,590 10/3/2017 C RMD#3 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 6

153 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 4 - Residential Lots Phase 5 - High End Condos Phase 5 - Cabins Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Finished Lot # Units per Sq Ft, Finished Lot # Units per Sq Ft, Finished Lot # Units per Sq Ft, # Lots Completed Market # Lots Completed Market # Lots Completed Market YEAR Devel'd 10% 40 target 2% Value Devel'd 10% 70 target 2% Value Devel'd 10% 60 target 2% Value $285,000 $0 0 0 $950,000 $0 0 0 $550,000 $ , , , , , , , , , , , , , ,008, , , ,028, , , ,048, , , ,069, , , , ,091, , ,923 4,674, ,280,000 1,113, ,100, , (57,000) ,601 4,768, ,135,338 27,248, ,301 13,146,018 0 (342,000) ,413 4,168, (190,000) 24 1,158,045 27,793, ,447 13,408, , (2,090,000) 22 1,181,206 25,986,523 0 (1,100,000) ,856 13,677, , ,204, , , ,228, , , ,253, , , ,278, , , ,304, , , ,330, , , ,356, , ,612, ,027, ,232,074 10/3/2017 C RMD#3 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 7

154 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Phase 5 - Condos Phase 5 - Residential Lots Phase 5 - Lots1 Incr/(Decr) in Incr/(Decr) in Incr/(Decr) in Finished Lot # Units per Sq Ft, Finished Lot # Units per Sq Ft, Finished Lot # Units per Sq Ft, # Lots Completed Market # Lots Completed Market # Lots Completed Market YEAR Devel'd 10% 61 target 2% Value Devel'd 10% 40 target 2% Value Devel'd 10% 96 target 2% Value $550,000 $0 0 0 $400,000 $0 0 0 $285,000 $ , , , , , , , , , , , , , , , , , , , , , , , , , , , ,155, , , , , , (55,000) ,301 13,803, (40,000) ,037 6,692, ,601 10,899, ,447 13,408, ,598 6,338, ,413 11,117,229 0 (1,100,000) ,856 13,677,117 0 (520,000) ,350 6,465,546 0 (912,000) ,362 11,339, , , , , , , , , , , , , , , , , , , , , , ,889, ,496, ,356,047 10/3/2017 C RMD#3 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 8

155 ROAM METROPOLITAN DISTRICT # Development Projection -- Buildout Plan (updated 8/31/17) 100% Residential Summary Incr/(Decr) in Phase 5 - Lots2 Finished Lot # Units per Sq Ft, Total Total SFD Value of Platted & # Lots Completed Market Residential Total Facility Fees Developed Lots YEAR Devel'd 10% 10 target 2% Value Market Value Res'l $2,000/unit Adjustment 1 Adjusted Value $350,000 $0 $ , , , , , , , ,307, , ,245, , , ,990, ,000 0 (245,500) 4 140, , ,917, ,000 0 (1,906,800) 3 (35,000) 4 418,282 1,673,130 93,906, ,000 0 (55,000) ,648 1,279,944 93,090, , (105,000) 3 435,181 1,305,543 72,451, ,000 0 (1,100,000) , , , , , , , (0) 10 4,258, ,602, ,388, [1] Adj. to actual/prelim AV; Incl Ag. 10/3/2017 C RMD#3 Fin Plan 17 Abs Prepared by D.A. Davidson & Co. 9

156 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #3 Combined Results ~~~~~~~~ GENERAL OBLIGATION BONDS, SERIES 2024A SUBORDINATE BONDS, SERIES 2024B ~~~ [ Preliminary -- for discussion only ] Dated Date 12/01/2024 Delivery Date 12/01/2024 Sources: SERIES 2024A SERIES 2024B Total Bond Proceeds: Par Amount 18,095, ,084, ,179, ,095, ,084, ,179, Uses: SERIES 2024A SERIES 2024B Total Project Fund Deposits: Project Fund 13,620, ,991, ,611, Other Fund Deposits: Capitalized Interest Fund 2,171, ,171, Debt Service Reserve 1,579, ,579, ,751, ,751, Cost of Issuance: Other Cost of Issuance 723, , , ,095, ,084, ,179, Oct 3, :05 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :24ABC) 10

157 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #3 GENERAL OBLIGATION BONDS, SERIES 2024A (target) Mills Non-Rated, target, 2054 Final Maturity [ Preliminary -- for discsussion only ] Dated Date 12/01/2024 Delivery Date 12/01/2024 Sources: Bond Proceeds: Par Amount 18,095, ,095, Uses: Project Fund Deposits: Project Fund 13,620, Other Fund Deposits: Capitalized Interest Fund 2,171, Debt Service Reserve 1,579, ,751, Cost of Issuance: Other Cost of Issuance 723, ,095, Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG NRLFC) 11

158 BOND SUMMARY STATISTICS ROAM METROPOLITAN DISTRICT #3 GENERAL OBLIGATION BONDS, SERIES 2024A (target) Mills Non-Rated, target, 2054 Final Maturity [ Preliminary -- for discsussion only ] Dated Date 12/01/2024 Delivery Date 12/01/2024 First Coupon 06/01/2025 Last Maturity 12/01/2054 Arbitrage Yield % True Interest Cost (TIC) % Net Interest Cost (NIC) % All-In TIC % Average Coupon % Average Life (years) Weighted Average Maturity (years) Duration of Issue (years) Par Amount 18,095, Bond Proceeds 18,095, Total Interest 24,607, Net Interest 24,607, Bond Years from Dated Date 410,120, Bond Years from Delivery Date 410,120, Total Debt Service 42,702, Maximum Annual Debt Service 3,190, Average Annual Debt Service 1,423, Underwriter's Fees (per $1000) Average Takedown Other Fee Total Underwriter's Discount Bid Price Average Par Average Average Maturity PV of 1 bp Bond Component Value Price Coupon Life Date change 30-yr Term Bond 18,095, % /01/ , ,095, , All-In Arbitrage TIC TIC Yield Par Value 18,095, ,095, ,095, Accrued Interest + Premium (Discount) - Underwriter's Discount - Cost of Issuance Expense -723, Other Amounts Target Value 18,095, ,371, ,095, Target Date 12/01/ /01/ /01/2024 Yield % % % Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG NRLFC) 12

159 DETAILED BOND DEBT SERVICE ROAM METROPOLITAN DISTRICT #3 GENERAL OBLIGATION BONDS, SERIES 2024A (target) Mills Non-Rated, target, 2054 Final Maturity [ Preliminary -- for discsussion only ] 30-yr Term Bond Annual Period Debt Debt Ending Principal Coupon Interest Service Service 06/01/ , ,850 12/01/ , ,850 1,085,700 06/01/ , ,850 12/01/ , ,850 1,085,700 06/01/ , ,850 12/01/ , ,850 1,085,700 06/01/ , ,850 12/01/ , ,850 1,085,700 06/01/ , ,850 12/01/ , ,850 1,085,700 06/01/ , ,850 12/01/ , % 542, ,850 1,270,700 06/01/ , ,300 12/01/ , % 537, ,300 1,269,600 06/01/ , ,450 12/01/ , % 531, ,450 1,297,900 06/01/ , ,400 12/01/ , % 524, ,400 1,293,800 06/01/ , ,050 12/01/ , % 517, ,050 1,324,100 06/01/ , ,350 12/01/ , % 508, ,350 1,321,700 06/01/ , ,200 12/01/ , % 499, ,200 1,348,400 06/01/ , ,700 12/01/ , % 488, ,700 1,347,400 06/01/ , ,600 12/01/ , % 477, ,600 1,375,200 06/01/ , ,000 12/01/ , % 465, ,000 1,375,000 06/01/ , ,650 12/01/ , % 451, ,650 1,403,300 06/01/ , ,650 12/01/ , % 436, ,650 1,403,300 06/01/ , ,750 12/01/ , % 420,750 1,010,750 1,431,500 06/01/ , ,050 12/01/ , % 403,050 1,028,050 1,431,100 06/01/ , ,300 12/01/ , % 384,300 1,074,300 1,458,600 06/01/ , ,600 12/01/ , % 363,600 1,098,600 1,462,200 06/01/ , ,550 12/01/ , % 341,550 1,146,550 1,488,100 06/01/ , ,400 12/01/ , % 317,400 1,172,400 1,489,800 06/01/ , ,750 12/01/ , % 291,750 1,226,750 1,518,500 06/01/ , ,700 12/01/ , % 263,700 1,253,700 1,517,400 06/01/ , ,000 12/01/2050 1,080, % 234,000 1,314,000 1,548,000 06/01/ , ,600 12/01/2051 1,145, % 201,600 1,346,600 1,548,200 06/01/ , ,250 12/01/2052 1,245, % 167,250 1,412,250 1,579,500 06/01/ , ,900 12/01/2053 1,320, % 129,900 1,449,900 1,579,800 06/01/ ,300 90,300 12/01/2054 3,010, % 90,300 3,100,300 3,190,600 18,095,000 24,607,200 42,702,200 42,702,200 Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG NRLFC) 13

160 NET DEBT SERVICE ROAM METROPOLITAN DISTRICT #3 GENERAL OBLIGATION BONDS, SERIES 2024A (target) Mills Non-Rated, target, 2054 Final Maturity [ Preliminary -- for discsussion only ] Capitalized Period Total Debt Service Interest Net Ending Principal Interest Debt Service Reserve Fund Debt Service 12/01/2025 1,085,700 1,085,700 1,085,700 12/01/2026 1,085,700 1,085,700 1,085,700 12/01/2027 1,085,700 1,085,700 1,085,700 12/01/2028 1,085,700 1,085,700 1,085,700 12/01/2029 1,085,700 1,085,700 1,085,700 12/01/ ,000 1,085,700 1,270,700 1,270,700 12/01/ ,000 1,074,600 1,269,600 1,269,600 12/01/ ,000 1,062,900 1,297,900 1,297,900 12/01/ ,000 1,048,800 1,293,800 1,293,800 12/01/ ,000 1,034,100 1,324,100 1,324,100 12/01/ ,000 1,016,700 1,321,700 1,321,700 12/01/ , ,400 1,348,400 1,348,400 12/01/ , ,400 1,347,400 1,347,400 12/01/ , ,200 1,375,200 1,375,200 12/01/ , ,000 1,375,000 1,375,000 12/01/ , ,300 1,403,300 1,403,300 12/01/ , ,300 1,403,300 1,403,300 12/01/ , ,500 1,431,500 1,431,500 12/01/ , ,100 1,431,100 1,431,100 12/01/ , ,600 1,458,600 1,458,600 12/01/ , ,200 1,462,200 1,462,200 12/01/ , ,100 1,488,100 1,488,100 12/01/ , ,800 1,489,800 1,489,800 12/01/ , ,500 1,518,500 1,518,500 12/01/ , ,400 1,517,400 1,517,400 12/01/2050 1,080, ,000 1,548,000 1,548,000 12/01/2051 1,145, ,200 1,548,200 1,548,200 12/01/2052 1,245, ,500 1,579,500 1,579,500 12/01/2053 1,320, ,800 1,579,800 1,579,800 12/01/2054 3,010, ,600 3,190,600 1,579,800 1,610,800 18,095,000 24,607,200 42,702,200 1,579,800 2,171,400 38,951,000 Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG NRLFC) 14

161 BOND SOLUTION ROAM METROPOLITAN DISTRICT #3 GENERAL OBLIGATION BONDS, SERIES 2024A (target) Mills Non-Rated, target, 2054 Final Maturity [ Preliminary -- for discsussion only ] Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2025 1,085,700-1,085, , ,061 12/01/2026 1,085,700-1,085, , ,119 12/01/2027 1,085,700 1,085, , , % 12/01/2028 1,085,700 1,085, , , % 12/01/2029 1,085,700 1,085,700 1,347, , % 12/01/ ,000 1,270,700 1,270,700 1,655, , % 12/01/ ,000 1,269,600 1,269,600 1,655, , % 12/01/ ,000 1,297,900 1,297,900 1,688, , % 12/01/ ,000 1,293,800 1,293,800 1,688, , % 12/01/ ,000 1,324,100 1,324,100 1,722, , % 12/01/ ,000 1,321,700 1,321,700 1,722, , % 12/01/ ,000 1,348,400 1,348,400 1,756, , % 12/01/ ,000 1,347,400 1,347,400 1,756, , % 12/01/ ,000 1,375,200 1,375,200 1,791, , % 12/01/ ,000 1,375,000 1,375,000 1,791, , % 12/01/ ,000 1,403,300 1,403,300 1,827, , % 12/01/ ,000 1,403,300 1,403,300 1,827, , % 12/01/ ,000 1,431,500 1,431,500 1,864, , % 12/01/ ,000 1,431,100 1,431,100 1,864, , % 12/01/ ,000 1,458,600 1,458,600 1,901, , % 12/01/ ,000 1,462,200 1,462,200 1,901, , % 12/01/ ,000 1,488,100 1,488,100 1,939, , % 12/01/ ,000 1,489,800 1,489,800 1,939, , % 12/01/ ,000 1,518,500 1,518,500 1,978, , % 12/01/ ,000 1,517,400 1,517,400 1,978, , % 12/01/2050 1,080,000 1,548,000 1,548,000 2,018, , % 12/01/2051 1,145,000 1,548,200 1,548,200 2,018, , % 12/01/2052 1,245,000 1,579,500 1,579,500 2,058, , % 12/01/2053 1,320,000 1,579,800 1,579,800 2,058, , % 12/01/2054 3,010,000 3,190,600-1,579,800 1,610,800 2,099, , % 18,095,000 42,702,200-3,751,200 38,951,000 49,955,251 11,004,251 Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG NRLFC) 15

162 SOURCES AND USES OF FUNDS ROAM METROPOLITAN DISTRICT #3 SUBORDINATE BONDS, SERIES 2024B Non-Rated, Cash-Flow Bonds, Annual Pay, 12/15/2054 (Stated) Maturity [ Preliminary -- for discussion only ] Dated Date 12/01/2024 Delivery Date 12/01/2024 Sources: Bond Proceeds: Par Amount 3,084, ,084, Uses: Project Fund Deposits: Project Fund 2,991, Cost of Issuance: Other Cost of Issuance 92, ,084, Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG BCFC) 16

163 BOND PRICING ROAM METROPOLITAN DISTRICT #3 SUBORDINATE BONDS, SERIES 2024B Non-Rated, Cash-Flow Bonds, Annual Pay, 12/15/2054 (Stated) Maturity [ Preliminary -- for discussion only ] Maturity Bond Component Date Amount Rate Yield Price 30-yr. Term Bond: 12/15/2054 3,084, % 8.000% ,084,000 Dated Date 12/01/2024 Delivery Date 12/01/2024 First Coupon 12/15/2025 Par Amount 3,084, Original Issue Discount Production 3,084, % Underwriter's Discount Purchase Price 3,084, % Accrued Interest Net Proceeds 3,084, Oct 3, :04 pm Prepared by D.A. Davidson & Co Quantitative Group~CB (Roam MD #3 :CAUG BCFC) 17

164 EXHIBIT F Town IGA

165 INTERGOVERNMENTAL AGREEMENT Among THE TOWN OF WINTER PARK, COLORADO, ROAM METROPOLITAN DISTRICT NO. 1, ROAM METROPOLITAN DISTRICT NO. 2, And ROAM METROPOLITAN DISTRICT NO. 3 THIS AGREEMENT is made and entered into as of this day of, 2018, by and between the TOWN OF WINTER PARK, a Colorado home rule municipal corporation (the Town ), and ROAM METROPOLITAN DISTRICT NO. 1, ROAM METROPOLITAN DISTRICT NO. 2, and ROAM METROPOLITAN DISTRICT NO. 3, quasi-municipal corporations and political subdivisions of the State of Colorado (individually a District, and collectively the Districts ). The Town and Districts are each a "Party" and collectively referred to as the Parties. RECITALS WHEREAS, the Districts have been organized as a means of furnishing certain capital facilities and services to and for the benefit of property in the Town, which is currently being developed under the name Roam, which name may change as development progresses (the Development ), as more fully set forth in the Districts Consolidated Service Plan approved by the Town on, 2018 (the Service Plan ); and WHEREAS, the Service Plan makes reference to the execution of an intergovernmental agreement between the Town and the Districts; and WHEREAS, the Town and the Districts have determined it to be in the best interests of their respective taxpayers, residents, and property owners to enter into this Intergovernmental Agreement (the Agreement ) to promote the coordinated development of the Development. NOW, THEREFORE, in consideration of the covenants and mutual agreements herein contained, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: COVENANTS AND AGREEMENTS 1. Town Land Use Powers Exclusive. The Town shall have and will exercise sole and exclusive jurisdiction over land use and building, e.g. zoning, subdivision, building permitting, and decisions affecting development of property within the boundaries of the Districts. Construction of all Public Improvements shall be subject to applicable ordinances, codes, and regulations of the Town. No District shall take any action contrary to such decisions or orders of the Town, nor will any District take or attempt to take any action, either directly or 1

166 by omission, in violation of any such decision or order. Except as provided in Section 3.b below, District projects and the construction thereof shall be subject to Town ordinances, codes, and regulations. 2. Change in Boundaries. The inclusion of additional property located within the Town but not located within the Service Area and the furnishing of services outside of the Service Area of the Districts shall be subject to the approval of the Town, which approval shall not be unreasonably withheld or conditioned; provided, however, the inclusion of property within the Future Inclusion Area Boundaries into any of the Districts, but not more than one of the Districts, may be accomplished without further approval of the Town. In the event any District plans to include property within the Future Inclusion Area Boundaries into said District s boundaries, the District agrees to proceed with the inclusion prior to the recordation of any final plat applicable to the area to be included; provided, however, the Town and District acknowledge and understand that an inclusion of real property into the boundaries of any District will require an order of the District Court in and for Grand County, Colorado (the Court ). Therefore, provided the District has filed a motion for inclusion of the property with the Court prior to the recordation of any final plat applicable to that property, the District shall not be deemed to be in breach of this provision. In no event shall any District include into its legal boundaries any property not located within the corporate limits of the Town at the time of inclusion. 3. Public Improvements. a. Construction by Districts. The obligations of Fraser River Development Co LLC (the Developer ) under the Town's subdivision and other regulations to construct public improvements for the benefit of the Development may be performed by the Districts. If constructed by the Districts, the improvements shall be subject to this Agreement and shall be referred to herein as Public Improvements. b. Town Ownership, Operation. The dedication of specific Public Improvements to and acceptance thereof by the Town for operation and maintenance shall be determined by the Town in accordance with Town ordinances, codes, and regulations at the time of and in connection with the Town s review and consideration of subdivision plats filed by the owner or developer of property within the Development. Each Public Improvement to be dedicated to the Town for operation and maintenance shall be designed, acquired, constructed, and installed in accordance with Town standards, and Town ordinances, codes, and regulations shall govern and control the process and requirements for design, construction, and dedication of such Public Improvements to the Town. The Town shall be under no obligation to accept any Public Improvement that does not conform with all such requirements. c. Design Standards. The Districts will ensure that the Public Improvements are designed and constructed in accordance with the standards and specifications of the Town and of other governmental entities having proper jurisdiction and of those special districts that qualify as interested parties under Section (1), C.R.S., as applicable. The Districts will obtain the applicable permits for construction and installation of Public Improvements prior to performing such work. 2

167 d. Operation and Maintenance. All Public Improvements which are not conveyed to and accepted by the Town or some other public entity shall be subject to the ordinances, codes, and regulations of the Town but shall be owned, operated, maintained, repaired, and replaced by the Districts. They shall be public facilities and shall be generally available for use by the public at large. All Public Improvements shall be fully accessible by and available to duly authorized representatives of the Town, including police and building/zoning officials, and to providers of fire, ambulance, and other health and emergency services. 4. Bankruptcy. All of the limitations contained in the Service Plan, including, but not limited to, those pertaining to the Maximum Debt Mill Levy, have been established under the authority of the Town to approve a Service Plan with conditions pursuant to Section , C.R.S. It is expressly intended that such limitations: a. Shall not be subject to set-aside for any reason or by any court of competent jurisdiction, absent a Service Plan Amendment. b. Are, together with all other requirements of Colorado law, included in the political or governmental power reserved to the State under the U.S. Bankruptcy Code (11 U.S.C.) Section 903, and are also included in the regulatory or electoral approval necessary under applicable non-bankruptcy law as required for confirmation of a Chapter 9 Bankruptcy Plan under Bankruptcy Code Section 943(b)(6). Any Debt, issued with a pledge or which results in a pledge, that exceeds the Maximum Debt Mill Levy shall be deemed a material modification of the Service Plan pursuant to Section (2), C.R.S. and shall not be an authorized issuance of Debt unless and until such material modification has been approved by the Town as part of a Service Plan Amendment. 5. Board of Directors Town Representative. The Districts shall provide notice of meetings, meeting materials, and copies of such other materials and documents furnished to the District Board members for Board meetings to a Town-appointed representative ( Town Representative ). Notwithstanding the foregoing, the Districts shall not be required to provide documents and materials to the Town Representative which are not subject to disclosure to the public pursuant to the Colorado Open Records Act, Title 24, Article 72, Part 2, C.R.S. The Town Representative will be allotted a reasonable amount of time at each Board meeting to address the Board regarding Town positions on District action. 6. Maximum Debt Mill Levy. The Maximum Debt Mill Levy shall be the maximum mill levy a District is permitted to impose upon the taxable property within such District for payment of Debt, and shall be determined as follows: a. For the portion of any aggregate Debt which exceeds fifty percent (50%) of the District s assessed valuation, the Maximum Debt Mill Levy for such portion of Debt shall be fifty (50) mills less the number of mills necessary to pay unlimited mill levy Debt described in Section 6.b below; provided that if, on or after January 1, 2017, 3

168 there are changes in the method of calculating assessed valuation or any constitutionally mandated tax credit, cut, or abatement, the mill levy limitation applicable to such Debt may be increased or decreased to reflect such changes, such increases or decreases to be determined by the Board in good faith (such determination to be binding and final) so that to the extent possible, the actual tax revenues generated by the mill levy, as adjusted for changes occurring after January 1, 2017, are neither diminished nor enhanced as a result of such changes. For purposes of the foregoing, a change in the ratio of actual valuation shall be deemed to be a change in the method of calculating assessed valuation. b. For the portion of any aggregate Debt which is equal to or less than fifty percent (50%) of the District s assessed valuation, either on the date of issuance or at any time thereafter, the mill levy to be imposed to repay such portion of Debt shall not be subject to the Maximum Debt Mill Levy and, as a result, the mill levy may be such amount as is necessary to pay the Debt service on such Debt, without limitation of rate. c. For purposes of the foregoing, once Debt has been determined to be within Section 6.b above, so that the District is entitled to pledge to its payment an unlimited ad valorem mill levy, such District may provide that such Debt shall remain secured by such unlimited mill levy, notwithstanding any subsequent change in such District s Debt to assessed ratio. All Debt issued by the Districts must be issued in compliance with the requirements of Section , C.R.S. and all other requirements of State law. Any Debt issued with a pledge or which results in a pledge that exceeds the Maximum Debt Mill Levy shall be deemed a material modification of the Service Plan pursuant to Section (2), C.R.S. and shall not be an authorized issuance of Debt unless and until such material modification has been approved by the Town as part of a Service Plan Amendment. To the extent that the Districts are composed of or subsequently organized into one or more subdistricts as permitted under Section , C.R.S., the term District as used herein shall be deemed to refer to the District and to each such subdistrict separately, so that each of the subdistricts shall be treated as a separate, independent district for purposes of the application of this definition. 7. Additional Provisions. The Districts will comply with the following provisions, which are also additional requirements and limitations imposed upon the Districts in the Service Plan or are conditions of the Town s approval thereof: a. The Districts may exercise their respective powers granted herein and by the Special District Act, other applicable statutes, common law, and the Constitution of the State of Colorado, as the same currently exist and as may be amended from time to time in the future, insofar as they do not deviate in a material manner from the requirements of the Service Plan pursuant to Section (2), C.R.S., which material modification may be enjoined by the Town unless approval from the Town is first obtained. 4

169 b. Unless otherwise approved in writing by the Town Council, which approval shall not be unreasonably withheld, delayed, or conditioned, the Districts bonded debt shall be subject to an aggregate limit of Fifty-Five Million Dollars ($55,000,000.00) (the Debt Cap ), a maximum net effective interest rate of eighteen percent (18%) per annum, and a maximum underwriter discount of five percent (5%). These limitations were established and agreed based upon current financial market conditions and current construction costs generally. District requests based upon changes in these and over relevant and appropriate factors shall be given favorable consideration. No such change shall be deemed a material modification of the Service Plan. c. No District shall apply for or claim any entitlement to Conservation Trust Fund money for which the Town is eligible to apply. d. The Town s remedies for failure of any District to comply with this Agreement or any material provision of the Service Plan shall include authority for the Town, upon a finding of such failure by the Town Council, following notice to the District and an opportunity to be heard, to pursue any remedy at law including pursuant to the Special District Act. e. The Districts shall file any ballot issue with the Town prior to referring the same to their electors and will provide the Town a copy of any financial plan (including interest rates and security terms) prior to any Debt issuance if the financial plan differs from that attached to the Service Plan as Exhibit E. The Town may, pursuant to the provisions of Section (3)(a), C.R.S., enjoin any proposed action in connection therewith which is not in material compliance with the Service Plan. The Districts will work cooperatively with the Town to implement the various provisions of the Service Plan. Notwithstanding the foregoing, nothing shall prohibit the Districts from seeking approval of the full amount of the Debt Cap for each of the various Public Improvement types, to vote dollar amounts, interest rates, or terms for any debt or taxing question that exceed the various limits provided herein in order to provide sufficient flexibility for the Districts to operate in the future. The Districts shall not, however, be authorized to issue Debt, levy taxes, or take other action in material violation with the Service Plan or this Agreement, regardless of whether such action is authorized in any election. f. The rate of interest paid by any District on any loan from or any reimbursement payable to the Developer shall not exceed eight percent (8%) per annum, compounded annually. g. The Districts will use reasonable efforts to assure that all developers of the property located within the Districts provide written notice to all purchasers of property in the Districts regarding the Maximum Debt Mill Levy, as well as a general description of the Districts authority to impose and collect rates, fees, tolls, and charges, in accordance with Section , C.R.S. 5

170 h. Each of the Districts shall be responsible for submitting an annual report to the Town no later than August 1st of each year following the year in which the Order and Decree creating the District has been issued. i. The Districts shall pay the full cost incurred by the Town to review and consider any and all applications for an amendment to the Service Plan. 8. Notices. All notices, demands, requests, or other communications to be sent by one Party to the others hereunder or required by law shall be in writing and shall be deemed to have been validly given or served by delivery of same in person to the address or by courier delivery, via United Parcel Service or other nationally recognized overnight air courier service, or by depositing same in the United States mail, postage prepaid, addressed as follows: To the Districts: Roam Metropolitan Districts Nos. 1-3 Icenogle Seaver Pogue, P.C S. Monaco Street, Suite 360 Denver, CO Attn: Alan D. Pogue To the Town: With a copy to: Town of Winter Park P.O. Box 3327 Winter Park, CO Kendra Carberry, Town Attorney Hoffmann, Parker Wilson & Carberry, P.C. 511 Sixteenth Street, Suite 610 Denver, CO All notices, demands, requests, or other communications shall be effective upon such personal delivery or one (1) business day after being deposited with United Parcel Service or other nationally recognized overnight air courier service for overnight delivery, or three (3) business days after deposit in the United States mail. By giving the other Parties at least ten (10) days written notice thereof in accordance with the provisions hereof, each of the Parties shall have the right from time to time to change its address. 9. Precedence. Recognizing that full development of the Development may take considerable time, the Town approved the Service Plan with sufficient flexibility to accommodate and enable the Districts to respond to changed conditions over time, while still relying upon the provisions of this Agreement to enable the Town to exercise appropriate control and supervision of the Districts as provided by state law. Accordingly, any conflict or inconsistency between the Service Plan and this Agreement shall be resolved in favor of the provisions of this Agreement. 10. Integration. This Agreement constitutes the entire agreement between the Parties with respect to the matters addressed herein. All prior discussions and negotiations regarding the subject matter hereof are merged herein. 6

171 11. Amendment. This Agreement may be amended, modified, changed, or terminated in whole or in part only by written agreement duly executed by the Parties and authorized by their respective governing bodies, without necessarily requiring amendment to any Service Plan. The need for formal amendment to the Service Plan shall be determined according to state law then in effect and any applicable express provision of this Agreement or the Service Plan. 12. Enforcement. This Agreement may be enforced in law or in equity according to the laws and statutes of the State of Colorado. By executing this Agreement each Party commits itself to perform pursuant to these terms contained herein, and a breach hereof which results in recoverable damages shall not cause the termination of any obligations created by this Agreement unless such termination is declared by the Party not in breach hereof. 13. Venue; Choice of Law. Venue for the trial of any action arising out of any dispute hereunder shall be in the district court of the State of Colorado serving Grand County pursuant to the appropriate rules of civil procedure. This Agreement shall be governed and construed in accordance with the laws of the State of Colorado. 14. Scope of Benefits. Except as otherwise stated herein, this Agreement is intended to describe the rights and responsibilities of and between the named Parties and is not intended to, and shall not be deemed to confer any rights upon any persons or entities not named as parties, nor to limit in any ways the powers and responsibilities of the Town, the Districts, or any other entity not a Party hereto. 15. Severability. If any covenant, term, condition, or provision under this Agreement shall, for any reason, be held to be invalid or unenforceable, the invalidity or unenforceability of such covenant, term, condition, or provision shall not affect any other provision contained herein, the intention being that such provisions are severable. 16. Assignment. No Party hereto shall assign any of its rights nor delegate any of its duties hereunder to any person or entity without having first obtained the prior written consent of all other Parties, which consent will not be unreasonably withheld, delayed, or conditioned. Any purported assignment or delegation in violation of the provisions hereof shall be void and ineffectual. The rights and obligations created hereby shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 17. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall constitute an original and all of which shall constitute one and the same document. 18. Interpretation. Paragraph headings are used for convenience of reference only. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the Service Plan. 7

172 IN WITNESS WHEREOF, the Districts and the Town have caused this Agreement to be duly executed as of the day first above written. ROAM METROPOLITAN DISTRICT NO. 1 ATTEST: By: Its: By: ROAM METROPOLITAN DISTRICT NO. 2 ATTEST: By: Its: By: ROAM METROPOLITAN DISTRICT NO. 3 ATTEST: By: Its: By: 8

173 TOWN OF WINTER PARK By: Its: ATTEST: By: 9

174 1. Meeting Call To Order a. Roll Call 2. Housing Authority Meeting a. Public Comment WINTER PARK HOUSING AUTHORITY AGENDA Tuesday, March 6, :30 p.m. 3. Consent Agenda a. Approval of February 20, 2018 Housing Authority Meeting Minutes 4. Action Items a. Resolution 3, Approving a Contract with Davis Urban, LLC b. Resolution 4, Approving a Contract with Big Valley Construction, LLC 5. Board of Commissioners Items for Discussion

175 MINUTES DATE: Tuesday, February 20, 2018 MEETING: PLACE: PRESENT: OTHERS PRESENT: Winter Park Housing Authority Town Hall Council Chambers Mayor Jimmy Lahrman, Mayor Pro Tem Nick Kutrumbos, Councilors Jim Myers, Mike Periolat, Barbara Atwater, and Chuck Banks, Acting Town Manager Bill Wengert, and Town Clerk Danielle Jardee Housing Director John Crone, and Community Development Director James Shockey 1. Meeting Call To Order Mayor Jimmy Lahrman called the meeting to order at 11:40 a.m. 2. Roll Call All Town Council Members present except Chris Seemann. 3. Housing Authority Meeting 3.a. Public Comment No Comment. 4. Action Items 4.a. Approval of Resolution 1 to Adopt the Bylaws of the Winter Park Housing Authority Housing Director John Crone stated that a Housing Authority is subject to numerous state statutes, and good ethics practices. Town Attorney Kendra Carberry drafted bylaws to correlate with these state statutes. Mr. Crone stated the bylaws are required in order to go out and seek funding. Mr. Crone stated that Acting Town Manager Bill Wengert, and himself reviewed the bylaws, and Staff recommended approval. Mayor Pro Tem Nick Kutrumbos moved and Councilor Jim Myers seconded the motion to approve Resolution 1 to Adopt the Bylaws of the Winter Park Housing Authority. Motion Carried: b. Appointment of Secretary/Executive Director Housing Director John Crone stated state statute requires one position for the Housing Authority that of a secretary/executive director. Mr. Crone recommended Town Manager to be that position. Mayor Jimmy Lahrman stated his concern about this appointment, since the Town currently does not have a Town Manager. Acting Town Manager Bill Wengert clarified that the Town Manager can appoint someone at any time, as well as rescind appointment. Mr. Crone stated that a motion is ok to approve this appointment. Motions and resolutions will be used to approve most things for the Housing Authority. Winter Park Housing Authority, February 20, 2018 Minutes Page 1

176 Mayor Pro Tem moved and Councilor Barbara Atwater seconded the motion to approve appointment of Town Manager or the Town Manager s Designee to the position of Secretary/Executive Director. Motion Carried: c. Approval of Resolution 2, Establishing a Public Place for the Posting of Meeting Notices as Required by the Colorado Open Meetings Law Housing Director John Crone stated the posting places for Housing Authority Meeting Notices will be the same locations as the postings of Town Council Meetings. Councilor Barbara Atwater moved and Councilor Mike Periolat seconded the motion approving Resolution 2, Establishing a Public Place for the Posting of Meeting Notices as Required by the Colorado Open Meetings Law. Motion Carried: Board of Commissioners Items for Discussion Housing Director John Crone stated that Dimmit II s cost estimate is about 12.2 million dollars. Once water taps, and other costs are added, the project should total about 13 million dollars. The Housing Authority will house the debt of this project, and the master lease with Winter Park Resort will be used as collateral. Mr. Crone stated Staff is just waiting on Winter Park Resort for a letter of content. Winter Park Resort discussed sub leasing a few of the Dimmit II units out to local businesses. The Dimmit II project hopes to break ground late May or early June; however, it is based on the weather. There being no further business to discuss, upon a motion regularly adopted, the meeting was adjourned at 11:50 a.m. Danielle Jardee, Town Clerk Winter Park Housing Authority, February 20, 2018 Minutes Page 2

177 TO: Winter Park Housing Authority Board of Commissioners FROM: John Crone, Winter Park Housing Manager DATE: March 06, 2018 RE: Selection of Architect and CM/GC for Dimmit II Project The Town of Winter Park has been actively moving forward on the development of workforce housing on the Dimmit II parcel. The Dimmitt II parcel is located on Lion s Gate Drive directly behind the King s Crossing Center. The Town is currently wrapping up the design development and pre-construction phases of the project. At this time the Winter Park Housing Authority is taking over the project. The Town issued two RFPs on February 5, One RFP was for architectural services to create construction drawings (CD) and provide construction administration (CA). The second RFP was for general contractor and construction management services (GC/CM). At this point, the Housing Authority will make final selections and will contract with the Architect and the GC/CM. The Housing Authority has not yet adopted any set policy for the awarding of contracts. That being said, Staff s recommendations are based upon criteria that the Town requires in the awarding of contracts and based upon the parameters set forth in the RFPs. A committee consisting of John Crone, Housing Manager, and James Shockey, Community Development Director was formed to review the proposals and contact the firms in order to get any clarifications on the proposals.

178 Architect Discussion The Town has contracted with Davis Urban, LLC to produce schematic development and design development drawings. This was necessary in order to meet the very tight timeline under which this project is operating. Staff has been very satisfied with the work provided by Davis Urban, LLC. The RFP was published in order to ensure transparency and fiscal prudence. Four firms, including Davis Urban, LLC, provided proposals for CD/CA. The proposals were all fiscally competitive. After reviewing the proposals, the committee is recommending Davis Urban, LLC. The RFP and Davis Urban s proposal have been included for reference. The contract will be for an amount of $292,750 + up to $2500 in reimbursable expenses. Recommendation Staff recommends that the Board approve attached Resolution #3, Series 2018, approving a contract with Davis Urban, LLC for an amount of $292, in addition to up to $ in reimbursable expenses. Construction Management / General Contracting Discussion The Town published a Request for Proposal for CM/GC at the same time the RFP for design services was published. Two proposals were submitted and reviewed by the committee based upon cost and other factors detailed in the RFPs. Both proposals where fiscally competitive and both companies were well qualified for the contract.

179 After reviewing the proposals, the committee is recommending Big Valley Construction, LLC. The RFP and Big Valley s proposal are included for reference. Recommendation Staff recommends that the Board approve attached Resolution #4, Series 2018, approving a contract with Big Valley Construction, LLC for the amounts as detailed in the proposal submitted by Big Valley Construction, LLC.

180 WINTER PARK HOUSING AUTHORITY RESOLUTION NO. 3 SERIES OF 2018 A RESOLUTION APPROVING A CONTRACT WITH DAVIS URBAN, LLC FOR DESIGN SERVICES AND CONSTRUCTION ADMINISTRATION SERVICES WHEREAS, the Winter Park Housing Authority is desirous of developing workforce housing on the Dimmit II Parcel and has published a Request for Proposal for Design Services and Construction Administration; and, WHEREAS, a review committee has reviewed the proposals submitted in response to the Request for Proposals based upon the requirements contained in the Request for Proposals; and, WHEREAS, the committee has determined that the proposal from Davis Urban, LLC is the superior proposal submitted based upon analysis of the factors outlined in the RFP. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of the Winter Park Housing Authority as follows: The Board of Commissioners of the Winter Park Housing Authority approves a contract for design services and construction administration with Davis Urban, LLC for an amount of $292, in addition to up to $ in reimbursable expenses. PASSED, ADOPTED AND APPROVED this 6th day of March, Winter Park Housing Authority Jimmy Lahrman, Chair of the Authority ATTEST: Danielle Jardee, Town of Winter Park Clerk

181 WINTER PARK HOUSING AUTHORITY RESOLUTION NO. 4 SERIES OF 2018 A RESOLUTION APPROVING A CONTRACT WITH BIG VALLEY CONSTRUCTION, LLC FOR CONSTRUCTION MANAGEMENT AND GENERAL CONTRACING SERVICES WHEREAS, the Winter Park Housing Authority is desirous of developing workforce housing on the Dimmit II Parcel and has published a Request for Proposal for Construction Management and General Contracting services; and, WHEREAS, a review committee has reviewed the proposals submitted in response to the Request for Proposals based upon the requirements contained in the Request for Proposals; and, WHEREAS, the committee has determined that the proposal from Big Valley Construction, LLC is the superior proposal submitted based upon analysis of the factors outlined in the RFP. NOW THEREFORE BE IT RESOLVED by the Board of Commissioners of the Winter Park Housing Authority as follows: The Board of Commissioners of the Winter Park Housing Authority approves a contract for construction management and general contracting services with Big Valley Construction, LLC for the amounts as detailed in the proposal submitted by Big Valley Construction, LLC. PASSED, ADOPTED AND APPROVED this 6th day of March, Winter Park Housing Authority Jimmy Lahrman, Chair of the Authority ATTEST: Danielle Jardee, Town of Winter Park Clerk

182 REQUEST FOR PROPOSALS PROJECT: Dimmit II Building Design NOTICE: February 5, 2018 DEADLINE: February 26, 2018 at 9:00am PROJECT CONTACT: John Crone Housing Manager - jcrone@wpgov.com / Phone

183 Town of Winter Park Request for Proposals Project Description The Town of Winter Park, Colorado is seeking proposals from qualified architectural firms to create construction designs for an apartment building located in downtown Winter Park. Work will include producing engineered construction documents, bidding and plan review, and construction administration. Background The Town of Winter Park is located approximately 90 minutes northwest of Denver in beautiful Grand County and is nestled against the western slope of the Continental Divide. The Town is home to an estimated 999 full-time residents and nearly two million visitors annually. In the summer months, the many amenities, idyllic climate, and numerous activities including mountain biking, hiking, fishing, golfing, rafting, and camping become the major attractions of the region. To draw additional visitors in the summer months, the Town sponsors numerous events including music concerts, festivals, bike racing and fairs. The Town has identified a severe lack of attainable workforce housing. This has impacted our local business ability to fully meet their staffing needs. As a result, the Town has aggressively pursued new projects and solutions. The Dimmit II project will include 104 bedrooms in 27 units which will be master leased to Winter Park Resort (Alterra Mountain Company). The total budget for this project is $13 million. This is a firm budget. The Town has already received Conceptual Plan / Schematic Design and will receive Design Development plans in mid-march It is the Town s intention to break ground on this project in June of 2018 with an expected completion date of September 1, Site Location The Dimmit II parcel is located at 480 Lion s Gate Drive, Winter Park, CO (behind the King s Crossing Center). 2

184 Scope of Work Initial discovery meeting with Town Staff to answer questions and facilitate project timeline Any progress meetings necessary for final plan approval by the Town Council Finalization of construction documents along with: 1. Engineered construction drawings for bid purposes based upon Design Development documents. The proposal should include MEP and landscape design. The Town has employed JVA for civil engineering and structural engineering. 2. Cost estimate, 3. Value engineering to meet a budget of $13 million (including design fees), 4. Electronic and printed copies of drawings, plans, etc. - all deliverables, including written materials, graphics and data shall be delivered in paper and digital editable format as well as PDF, 5. Construction administration throughout the term of the project. Town of Winter Park Responsibilities Provide consultant with available data and design development drawings. Manage and administer project activities with the consultant. Coordinate public participation throughout the duration of the project. Review draft designs and provide recommendations. Decide by consensus on final construction drawings 3

185 Proposals Proposals submitted shall contain all information as requested herein, and any additional information necessary to summarize the overall benefit of the proposal to the Town. One (1) electronic copy of the proposal shall be provided by the proposing firm. The proposal is due no later than Monday, February 26, 2018 at 9:00am in electronic format to Presentation by the submitting firms, including the full project team, will follow as scheduled by the Town. Letter of Submission. A Letter of Submission shall include the name address and telephone number of the people who will: a) serve as Project Manager for the project; b) serve as Principal Contact with the Town; and c) make presentations on behalf of the firm. The same information will be required for any sub-consultants to the primary consultants. Any confidential material contained in the proposal shall be clearly indicated and marked as Confidential. Qualifications. Provide a complete list of key personnel and all sub-consultants working on the project, along with their professional experience (project and dates) and their role/responsibility in the project. Provide resumes of all personnel assigned to the project, as well as any sub-consultants. Submit a list of the portion of the project to be subcontracted, a percentage and the names of the proposed subconsultants and work experience with proposer. Similar Project Experience in Colorado. Include project name, date, owner, location of project, budgeted cost and cost at completion of similar planning projects in Colorado. Include information on any projects that included mountain communities. References. List references (at least three) identifying each client, a contact person, the client s and telephone, for similar projects completed by the personnel proposed for this project. Project Approach. Describe project approach, including deliverables, meetings, and other project-related information. Describe any potential project issues/conflicts and suggest how they may be avoided/minimized. Schedule. Provide a milestone schedule, summary of workload, and demonstration of staff availability to complete this project within the desired schedule. The Town wishes to complete this project no later than September 1, Project Cost. Provide the Project Cost for Services in a detailed itemized (per-task) work format. The Project Cost for Services shall be a "not to exceed cost for services." Reimbursable items shall be included in this total cost. Other Information. Provide any other information deemed necessary to support the proposal. Questions. All questions related to this RFP shall be submitted in writing to John Crone, Housing Manager at jcrone@wpgov.com no later than Monday, February 12 at 5:00pm. Responses will be issued in the form of an Addendum on the Town website, no later than Friday, February 16 by 5:00pm. 4

186 General Requirements of the Selected Proposing Firm The successful firm shall: Enter into a contract with the Town. Maintain insurance coverage for the duration of the contract period as outlined in the contract. Operate as an independent contractor and will not be considered employee(s) of the Town of Winter Park. Be paid on actual invoices as work is completed. Evaluation Criteria Selection of the successful firm with whom negotiations shall commence will be made through an evaluation process based on the following criteria: 40% Project Approach 20% Project Team 10% Project Fee Structure & Cost Estimate (Value for Budget) 10% Past Project Experience & Client References 15% Project Schedule 5% Presentation of Proposal Preliminary Project Schedule 1. Issue RFP Tuesday, February 6, Deadline for Questions Monday, February 12, 2018 at 5:00pm 3. Answers Issued Friday, February 16, 2018 by 5:00pm 4. Proposals Due Monday, February 26, 2018 at 9:00 a.m. 5. Proposal Presentations Tuesday, March 6, Contract Award Tuesday, March 6, Notice to Proceed Wednesday, March 7, Kickoff Meeting with Town Council Tuesday, March 13, Public Meetings TBD 10. Completion September 1, 2019 or earlier The Town of Winter Park reserves the right to either select the proposal that in its view constitutes the best overall value for the Town or not select any proposal. Firms participating in the consultant selection process will be responsible for all costs incurred in responding to this RFP. All proposals submitted in response to this RFP shall be considered public information. 5

187 DIMMIT II RFP RESPONSE DAVISURBAN

188 DAVISURBAN 3316 Tejon Street Denver, CO February 23, 2018 TO: RE: John Crone Town of Winter Park, Housing Manager 50 Vasquez Road P.O. Box 3327 Winter Park, CO Dimmit II - RFP for Construction Documents and Administration, 480 Lion s Gate Drive, Winter Park, CO Dear Mr. Crone, We are pleased to submit this proposal for Construction Design, Documentation and Construction Administration Services on the Dimmit II parcel located at 480 Lion s Gate Drive in Winter Park. Davis Urban prepared the Conceptual Design and Design Development Documents for the project and we are excited and qualified to take this unique design the rest of the way to completion. Principal Chris Jahn, AIA, will continue to serve as Project Manager and Principal Contact for the next phase of the project. Chris will also continue to make presentations on behalf of the firm. The presentations may include Matt Davis or additional staff as needed. Our Mechanical Electrical and Plumbing Engineering team is and will continue to be EWAS Consulting Ltd. lead by John Kirkman, P.E. and owner. John will serve as project manager, primary contact and project presenter with assistance from staff as required. We will continue to coordinate and design with JVA Consulting Engineers for Civil and Structural Engineering, specifically Craig Kobe, Principal P.E. (structural), Kevin Vecchiarelli, Senior Associate (project manager & civil) and Cooper Karsh, P.E. (civil). For Geotechnical Engineering we will continue to coordinate with Kumar and Associates. In addition, we will continue to work closely with the representatives for Alterra Mountain Company and The Town of Winter Park including the Town Council, Town Manager, Planning Commission, Building, Housing, and Planning Departments, Sanitation (snow removal) and any additional agencies, representatives and/or employees as needed. We would prefer our proposed fees be kept confidential if we are not selected as the project architects. Please do not hesitate to contact us with any questions. We look forward to your response and are eager for this opportunity to deliver such a great attainable housing project to the Town of Winter Park and its future residents! Sincerely, Chris Jahn, AIA Matt Davis, AIA Principal Principal, Owner Dimmit II RFP Response DAVISURBAN

189 QUALIFICATIONS DIMMIT II RFP RESPONSE DAVISURBAN

190 Qualifications Summary of Qualifications: The Davis Urban design team is uniquely qualified to continue providing exceptional leadership and proven results for the second phase of the Dimmit II Project. The experience, relationships and knowledge gained during the first phase of the project, combined with the unique design solution already provided by Davis Urban ensure that the unique design solutions preferred by both Winter Park and Alterra are fully executed. Those unique aspects include the Town s focus on livability, the gear garages and the skip-floor design, all of which have been enthusiastically supported to date by the Town and the Dimmit II team. Davis Urban has established a strong partnership with the Town of Winter Park and the current Dimmit II team including Kumar and Associates, Big Valley Construction, JVA Consulting Engineers, East Grand Fire Protection and Alterra Mountain Company. We feel it is in the best interest of the Town to capitalize on the momentum and proven success the current team has exhibited through design development and continue unimpeded into the second phase of the project. The Davis Urban Dimmit II design team is composed of the following: Architect: Davis Urban MEP Engineer: EWAS Consulting Landscape: Design / Assist with Davis Urban collaborating with preferred local landscape contractor [included as such in Big Valley pre-construction services] Resumes of key personnel for Davis Urban and EWAS are attached. EWAS Consulting will engineer the full mechanical, electrical and plumbing systems for the project and has already been involved in coordination with JVA Consulting Engineers and Big Valley Construction and some of their preferred sub-contractors. We expect coordination to increase as the project continues to the next phase. Davis Urban and EWAS have worked together on multiple project scales, scopes and budgets for several years. Professional relationships between the current principals span close to 20 years. We feel that continuing with the Davis Urban design team provides the Town with considerable advantages that include the proven ability to deliver projects on time and on budget including the design development phase of the subject project. The Davis Urban design team has attained both milestone goals through the first phase of the project and is excited to see this unique project to fruition. Dimmit II RFP Response DAVISURBAN

191 Qualifications Chris Jahn, AIA Principal, Project Lead PROFILE: Chris Jahn has worked closely with Matt Davis since 2000 when they began their work together at Tryba Architects. Chris has held impressive positions with in situ Design, CGY Architects, CDOT and as lead architect for a national restaurant chain. Chris founded Fuse Studio architects in 2004 where he specialized in custom residential and restaurant design and managed large scale Public Art Installations including works at Biennial of Americas, the Denver Courthouse, and the Denver Art Museum. Chris earned a B.S. in Psychology from the University of Wisconsin and his Master of Architecture from The Ohio State University and has taught at the University of Colorado Boulder for several years. He is considered a leader and innovator in his field. Chris is Dad to two goofy daughters in northwest Denver and is always looking to escape to the mountains for ski days whenever possible. RELEVANT PROJECT EXPERIENCE: Town of Winter Park Housing Update (w/ Carolina Van Horne) housing feasibility study Boulevard One Affordable Housing, Colorado Coalition Land Trust 14 units of affordable housing 900 Pennsylvania 7 story adaptive reuse project featuring 7 single floor residences Tejon 36 4-story mixed use apartment project Gaylord Apartments 4-story apartment project Custom Residences in Vail, Avon, Edwards, Breckenridge, Boulder and Lyons PAST WORK EXPERIENCE: Fuse Studio Architects Founder of a small firm excelling in modern residential and restaurant design while also delivering project management expertise for national and international artists installations in Colorado and beyond. Colorado Department of Transportation CDOT design architect and responsible for evaluation, procurement and management of external engineers, contractors and architects. Noodles & Company Designed and managed construction of over 40 national locations including re-branding with the Rockwell Tryba Architects At Tryba Chris helped lead multiple design projects including design and coordination for Our Lady of Loretto, Regis Jesuit High School and the initial redesign of the Colorado History Museum. Group and the implementation of the company s franchisee program. Cottle Graybeal Yaw Architects Project Designer at one of the Rocky Mountains most awarded firms. AWARDS AND PUBLICATIONS: Denver Art Museum Sharpe Lecture Series Speaker Denver Mayor s Award - Il Posto Restaurant, Neighborhood Beacon Selected artist collaborations include: Tatsuo Miyajima / Janet Echelman / Catherine Widgery ACCREDITATIONS: Licensed Architect State of Colorado Instructor, University of Colorado Boulder School of Environmental Design DOCA Public Art Committee & AIA Board Member (former) Dimmit II RFP Response DAVISURBAN

192 Qualifications Matthew Davis, AIA Owner, Principal PROFILE: Matt is a skilled and innovative problem solver who has consistently executed high quality, infill projects in Denver s urban neighborhoods and beyond. He approaches each project with discipline and a rigorous commitment to achieve excellent design. This commitment along with strong communication skills with clients and his design teams help guide Davis Urban projects toward success. Matt formed DAVISURBAN in 2013 to build on his past successes with a continued emphasis on quality, well designed urban infill projects. Matt s first-hand experience in development, construction and architecture bring a unique and valuable perspective to any design problem large or small. RELEVANT PROJECT EXPERIENCE: 900 Pennsylvania Duggan Residence Larimer Containers, 2500 Larimer Sharp Residence 1899 Gaylord 2350 South University Armstrong Oil and Gas Headquarters Clayton Lane Redevelopment PAST WORK EXPERIENCE: Bothwell Davis George Architects Founding principal and lead designer of the firm, Matt helped build BDG to notable success and recognition, including multiple regional and national design awards. The firm specialized in unique infill projects in Denver s core, ranging from single family homes through complex mixed use infill developments. Tryba Architects One of Denver s most recognized architectural firms, specializing in large scale urban and public architecture. While with Tryba, Matt helped lead multiple design projects, most notably the Clayton Lane Redevelopment. Responsibilities also included management of the design process including coordination and direction of the engineering team and in house project team. AWARDS AND PUBLICATIONS: 2009 AIA Colorado Honor Award - Armstrong Oil and Gas 2010 AIA Denver Honor Award - Armstrong Oil and Gas 2011 AIA Texas Society of Architects Design Award - Armstrong Oil and Gas 2011 AIA National Honor Award - Armstrong Oil and Gas Modern In Denver Cruise Apartments 1899 Gaylord - Summer 2013 Modern In Denver 2500 Larimer Container Mixed Use - Winter 2013 Rocky Mountain News - Buildings Redefine Denver by Design - January 2009 ACCREDITATIONS: Licensed Architect State of Colorado 2000 Licensed Architect State of Indiana 1997 LEED AP Dimmit II RFP Response DAVISURBAN

193 Qualifications Grant Evert, LEED AP Project Designer PROFILE: Grant Evert has been an integral member of the DAVISURBAN team for over two years, specializing in creating efficient and effective design and construction documents. Grant takes pride in his ability to work well with design and construction team partners and in solving complex problems. Grant and his wife Rebecca are avid participants of all activities outdoors. Marika Davis Intern Designer PROFILE: Marika Davis is a Colorado native and comes to DAVISURBAN as an intern while she finishes her Master of Architecture at the University of Colorado. Last year, one of her school projects was featured in Architectural Records as Best Student Design-Build Projects Worldwide (2017). When she is not in school or at DAVISURBAN you can find her outdoors exploring. Zachary Zemljak Project Designer PROFILE: Zach Zemljak was recently hired as an Project Designer for DAVISURBAN. While pursuing his Master of Architecture degree from the University of Colorado, Zach developed a passion for an architect's responsibility to solve complex problems and respond to societal narratives that can otherwise go unseen. When Zach is not solving complex problems, he is usually reading, cooking and spending time outdoors. Aaron Gray Project Designer PROFILE: Aaron Gray comes to DAVISURBAN as a Project Designer with a background as a builder and custom fabricator. Prior to joining the firm Aaron was an Operational Manager at a local digital fabrication company, where he further developed his appreciation for the personal effect that design has on daily human interaction and comfort. He holds a Master of Architecture from the University of Colorado and a Class B Contractors License. Dimmit II RFP Response DAVISURBAN

194 Qualifications Sub-Consultant: Mechanical Electrical and Plumbing engineer E.W.A.S Consulting PROFILE: John Kirkman, P.E., is a Registered Engineer in Colorado and Wyoming and has more than 20 years of experience as an engineering consultant. John holds a Bachelor of Science in Electrical Engineering from Colorado State University (1998). During his career, John has been involved in the planning, design and installation functions of several complete building construction projects, the majority of which focused on multifamily and retail and includes both affordable and high-end units. RELEVANT PROJECT EXPERIENCE: Multifamily: o 900 Pennsylvania o Santa Fe Commons o St. Andrews Assisted Living Facility o Brookshire House Rehabilitation and Care o Brookside Assisted Living o Nevada Place o Renaissance Lofts o Work Lofts o HiVu 29 o Sunshine Peaks o Water Tower Lofts Affordable Housing: o Boulevard One, Lowry o CCH (Riverfront Renaissance) o Teen Parenting o Regency (Auraria Campus Housing) o Curtis Park (DHA) o Park Avenue (DHA) o Fulton (AHU) o Matthews Center Commercial/Institutional/Industrial: o Office Buildings o Medical Office o Office/Warehouse o Retail o Restaurants o Veterinary Clinics o Laundromats o Churches o Health Care and Assisted Living o Preschools, K-12 and Higher Education Facilities o Technology and Data Centers Manufacturing/Service Facilities: o Printing Press and Publishing o Automotive Service Centers o Material Recycling Center Dimmit II RFP Response DAVISURBAN

195 SIMILAR PROJECT EXPERIENCE DIMMIT II RFP RESPONSE DAVISURBAN

196 Similar Project Experience RESIDENCES AT 900 PENN The residence at 900 Pennsylvania is an adaptive re-use of a dated mid-rise building in the Governor s Park Neighborhood of Denver. The original structure built in the eighties was dated and underutilized before our client purchased the property in The remodeled structure includes seven luxury residences, one per floor, each approximately 3,000 sq. ft. Project Data Size: Budget and Actual Cost: 24,000 sq ft. $9,000,000 budget / $12,000,000 Actual (owner upgrades) Date complete: May 2019 Location: Owner: Denver, Colorado Form and Function Development Dimmit II RFP Response DAVISURBAN

197 Similar Project Experience GAYLORD 52 MIXED USE DEVELOPMENT Gaylord 52 is an innovative infill project in the Uptown neighborhood of Denver. The project is located on a prominent corner of 18 th and Gaylord near Denver s City Park. The project features ground floor retail and a significant roof top deck with spectacular views of City Park, Downtown and the mountains. Project Data Size: 74,000 sq ft. Budget and Actual Cost: $9,200,000 Date complete: May 2019 Location: Owner: Denver, Colorado Form and Function Development Dimmit II RFP Response DAVISURBAN

198 Similar Project Experience BILLBOARD LOHI DEVELOPMENT The Billboard project was designed for a long-time client, Revesco Properties, for their headquarters in North Denver. With a steeply sloped site less than 3,200 sq. ft. the project presented several unique challenges that resulted in a unique infill development. Project Data Size: Budget and Actual Cost: 12,000 sq. ft., plus below grade parking garage. $1,800,000 Budget Date complete: Fall 2018 Location: Owner: Denver, Colorado Revesco Properties Dimmit II RFP Response DAVISURBAN

199 Similar Project Experience LOWRY BOULEVARD ONE AFFORDABLE HOUSING The Boulevard One project provides fourteen units of affordable housing on the site of the former Lowry Air Force Base in Denver. The units maintain a high level of material quality and essential design elements that make the units deliver an exceptional experience and value to the owner and tenants. The townhome units are deployed across three buildings crating dynamic and shared front lawn for the project that fits seamlessly with the neighborhood. Project Data Size: Budget and Actual Cost: 15,400 sq. ft. $1,620,000 Budget Date complete: Spring 2019 Location: Owner: Denver, Colorado Colorado Community Land Trust Dimmit II RFP Response DAVISURBAN

200 Similar Project Experience MILO Mixed Use Development Milo is a mixed-use infill development in the Highlands neighborhood of Denver. Davis Urban assisted the development team in analyzing multiple development scenarios before working through the complete entitlement process with the City and County of Denver. Project Data Size: Budget and Actual Cost: 38,000 sq. ft., plus below grade parking garage. $6,200,000 budget / $6,300,000 cost Date complete: February 2018 Location: Owner: Denver, Colorado Zakhem Real Estate Group Dimmit II RFP Response DAVISURBAN

201 Similar Project Experience Schuetz Cabin. Nederland, Colorado This modern cabin design was prepared for a longtime client near Nederland, Colorado. The small home is designed to maximize views and blur the lines between interior and out. Elder Avenue Residence. Boulder, Colorado The adaptive reuse and re-envisioning of a slightly past its prime typical midcentury track home is bringing the home up to the glory of its surroundings at the west edge of Boulder. Connections to the sight and accesses to natural light, air and the spectacular views are being dramatically realized while making the home accessible and adaptable for a recently retired couple as their dream home. Sprung Container Cabin. Evergreen, Colorado This project is for a long time friend and collaborator who also is the owner of one of Denver s premier General Contracting Companys. Davis Urban designed their current offices as an assemblage of storage containers. The owner was so taken with the project he immediately commissioned this cabin for his own land in the foothills above Golden. Dimmit II RFP Response DAVISURBAN

202 Similar Project Experience Kelling Residence. Lyons, Colorado This modern home was designed for a young couple in Lyons, Colorado on the last unbuilt parcel in town, a site deemed by many as unbuildable. The small home is designed to maximize views while stepping gently up the steep slope. A second phase will potentially add a future master suite potentially making it a 3 bedroom home in the future. The 2100 sf home is currently under construction by Donohoe Builders at an approximate construction budget of $600,000. Antelope Residence. Lyons, Colorado This lot looking north from a steep site in Lyons was established prior to revisions to the Boulder County Zoning code as such existed as a site no longer deemed allowable for building. After negotiations with the County and the implementation of a 17 height limit. The 2400sf residence was designed to maximize views while staying under the 17 limit and is currently under construction. The construction budget is $650,000. Sleightholm Residence. Crested Butte, Colorado This single family home and artist studio were designed for a young artist couple: a carpenter, master builder and a visual artist and sculptor. Together with a love of rustic style and historic building this house was inspired by the region s mining vernacular. The 1800 sf home and 1000 sf study were built by the owners and the final budget is not known. Dimmit II RFP Response DAVISURBAN

203 Similar Project Experience Main Street Junction. Breckenridge, Colorado This condo project is located at the south end of Main Street in Breckenridge, and within walking distance to Peak 10. There are 18 residences organized within 6 buildings. Chris worked on this project while at CGY architects. The final construction cost is not known but was estimated at $12 million. ADDITIONAL MOUNTAIN WORKS INCLUDE: Agett Residence Wilderness Residence Step House Private Residence Edwards, Colorado Avon, Colorado East Vail, Colorado Silverthorne, Colorado Dimmit II RFP Response DAVISURBAN

204 PROJECT APPROACH DIMMIT II RFP RESPONSE DAVISURBAN

205 Project Approach History The Davis Urban design team possesses a depth of knowledge, expertise and relationships developed over months of work with the Town of Winter Park and their Dimmit II Attainable Housing team. This experience is critical to the success of phase 2 of the project and impossible to replicate. Davis Urban s relationship with the Town of Winter Park s Attainable Housing efforts started in February of 2017 supporting Carolina Van Horn and her University of Colorado at Denver Capstone Research. Davis Urban provided strategic expertise and detailed programming of the Fireside Creek parcel. Our involvement in the creation of the Attainable Housing Site Development for the Town of Winter Park report provided critical insight for the Davis Urban team and the initial exposure to the Town of Winter Park s Housing Coordinator John Crone, Community Development Director James Shockey and the Winter Park Town council. Shortly after the delivery of that document, the Alterra Mountain Company (subsequently named) and the Town of Winter Park entered into negotiations for a master lease project on the Dimmit II parcel. Davis Urban studied initial development options for the project working closely with the Town to help articulate the Town s focus on livability and their enlightened approach to Attainable Housing. The Town, and Davis Urban, did not want to simply rack and stack resort employees. The focus was clearly on creating an environment that instilled pride in the tenants; and presented a potential path to residency and a future in the beautiful Town of Winter Park. Seizing on the Town s idea of livability and passion for attainable housing, including the simple but too often neglected ideas of abundant access to natural light and fresh air, an incorporation of interior and the great exterior experiences of Winter Park was developed. The challenges of the program included generous gear storage, limited parking and the target of 100 bedrooms organized in clusters of four bedrooms around one living space. After a series of designs evolved, a design solution emerged and Davis Urban was soon presenting the initial designs at a Town of Winter Park workshop. The session included James, John, Mayor Jimmy Lahrman and members of the (then) Winter Park Resort including the Director of Employee Housing and Facilities Manager. At the conclusion of the meeting, the unique skip-floor design and its inherent focus on livability was eagerly and energetically embraced while the budget projection of $250/sf was discussed as potentially unattainable. Davis Urban began working to deliver the design that has become the current Dimmit II Attainable Housing project. To deliver Phase 1 of the Dimmit II Design, Davis Urban assembled its team (including EWAS), worked closely with John Crone and James Shockey and met with many integral parties including but not limited to: JVA Consulting Engineers - including engineers Craig Kobe, Kevin Vecciarelli and Cooper Karsh Ground Engineering and Kumar and Associates Geotechnical Engineers Winter Park Resort / Alterra Mountain Company leadership Additional Town of Winter Park Employees and Committees including: Jimmy Lahrman, Mayor Drew Nelson, Town Manager Tom Hawkinson, Building Official Russ Chameroy, Public Works Director Winter Park Town Council, multiple presentations, attainable housing and Dimmit II Winter Park Planning Commission, second Dimmit II presentation Calcon Constructors Big Valley Construction including Rob and Troy Neiberger (regarding access to the Sitzmark Project) Dennis Soles, Fire Marshall - East Grand Fire Protection District #4 Project material / equipment representatives including experts on weathered steel and corten As well as many others. Dimmit II RFP Response DAVISURBAN

206 Project Approach Phase II Delivery Davis Urban not only brings the wealth of knowledge developed through these relationships to Phase 2 of the Dimmit II RFP, we also bring the hundreds of hours of invested work that culminated in the completion of Phase 1. The unique skip-floor design has exceeded the original program goal and now contains 104 beds while still delivering the Town s livability goals all at a budget cost of less than $250/sf. Continuing forward with Phase 2 of the Dimmit II project and delivering the Construction Documents and Construction Administration in time for a September 2019 construction completion will not be easy. The schedule is aggressive and leaves no room for delay. These challenges are discussed in detail in the Schedule section of this proposal. In short, it is a huge challenge on a project of this scale to sign a contract and break ground in six months. The $12.3 million budget mandated by the RFP is derived from Davis Urban s Phase 1 design. It is the result of hours of coordination and research, working hand in hand with Big Valley Construction. The $12.3 million estimate for the 53,000+ sf building, currently comes in at a cost of $232/sf. Staying on budget has been a challenge embraced by Davis Urban and completely incorporated into every aspect of the Davis Urban Team s design strategy. Our approach will continue to be one of constant value engineering and design economy, while never losing focus on the essential elements of the design and the psychological and experiential benefits of its inherent livability. Only Davis Urban can deliver a project with this depth of knowledge of and familiarity with the initial goals of the Dimmit II project. The foundation has been laid for a project with the potential to redefine attainable housing to the great benefit of the Town of Winter Park and the project s tenants. The Davis Urban Design Team will continue to include exceptional engineers, our MEP Engineer EWAS and equally critical, the Civil and Structural Engineering of the JVA team. JVA s relationship with the Town is longstanding and important to the project s success. As such, they were sought out from inception to be part of the Davis Urban team with the strong endorsement of the Town. Their independence from this RFP will not change their close working relationship with Davis Urban nor the fact that Davis Urban is the design lead of the project. JVA has offered unyielding support for our collaboration to date and freely acknowledge the design leadership and essential project planning Davis Urban has provided. We will enthusiastically continue to work with JVA. They have proven to be indispensable allies in the successful delivery of Phase 1 and we look forward to joining them in Phase 2 of the project. The RFP specifically asks for potential project challenges and how to mitigate them. We have been attacking the project challenges from the start of Phase 1 and will continue to do so with our successful pro-active approach. The most critical challenges of any project are realizing an exceptional design solution on budget and on schedule. Our Phase 1 design is unique and fully aligned with the Town s goals; and is currently coming in on budget. The biggest challenges of Phase 2 remain the delivery of the exceptional design, the budget and the schedule. The work done to date has set the current team up for success and the split CD package submittals, as outlined in the schedule, are critical to achieving the June 2018 groundbreaking. We feel strongly that it is in the best interest of the Town of Winter Park, Alterra Mountain Company, the Dimmit II project and its future tenants to maintain the current course and benefit from the work done to date. Engaging the Davis Urban Design Team offers the Town the best chance to deliver phase 2 of this exceptional and unique project on time and on budget. We are excited to continue providing our knowledge, passion and expertise to add to the Town of Winter Park s impressive batch of new projects, humbly adding Dimmit II to the Town s architectural successes including the Sitzmark project, the grocery store, and Stage. Dimmit II RFP Response DAVISURBAN

207 SCHEDULE/PROJECT COST/REFERENCES DIMMIT II RFP RESPONSE DAVISURBAN

208 Schedule Davis Urban is confident and excited to deliver this project per the milestone schedule below. This schedule was developed by Davis Urban and is the only means available to deliver the building by fall of It has been reviewed, reinforced and reevaluated constantly during all phases of our Phase 1 design efforts. It has been thoroughly vetted with the Town of Winter Park including the Housing, Building and Planning Departments, the Town Manager, Mayor, Town Council, and Planning Commission as well as with Alterra Mountain Company, JVA Consulting Engineers (civil and structural engineers for the project) and Big Valley Construction (currently contracted for pre-construction services and initial pricing). All are currently operating per the below schedule and see it as the only path to success. The Town s ability to deliver this project on schedule is greatly enhanced with Davis Urban continuing to lead. The schedule is extremely aggressive and critically depends on complete buy-in from all team members. It has been the charge of Davis Urban to keep the project on schedule and on budget from Day One and we have done so with constant attention to design efficiencies, engineering coordination, best practices, pro-active value engineering, local labor practices and constructability; all while delivering a unique design solution promoting the Town s initial challenge to maximize livability. This pro-active effort has been the driving force to keeping us on schedule and on budget to date. We will continue using this proven approach for the duration of the CD and CA phases of the project (if selected) to ensure little need for the typical rounds of value engineering and bidding which would derail this project. Also critical to delivery are continued weekly coordination meetings throughout the project. After months of work with the Town and Dimmit II team, we are confident that the schedule below is attainable. March 6, 2018 RFP Dimmit II Design Presentations + Contract Award March 7 Notice To Proceed Issued for Design & CM/GC RFPs March 13 WP Planning Commission Presentation #2 March 15, 2018 Delivery of (our) Design Development Documents / DD Evaluation DD Pricing by selected G.C. 2 weeks for pricing, 2 weeks for value engineering DD Approval by Town 2 weeks after project at budget Town execution of master lease w/ Alterra not in this scope Presentation to Town Council and formal approval (in reality Foundation Construction Documents will begin on March 15) April 15, 2018 CONSTRUCTION DOCUMENTS BEGIN 2 phase submittal process May 15, 2018 Foundation + Site CD Package Issued for permit 4 week review per Tom Hawkinson (2 wk + 1 wk response + 1 wk 2nd review) Due to the success of phase 1 (and if Big Valley Construction is retained as G.C.) we can deliver the FULL PERMIT SET as one package on (Town to have removed snow pile from site prior to this date) Concurrent Pricing & Value Engineering June 15, 2018 July 16, 2018 August 13, 2018 September 1, 2019 GROUND BREAKING + CONSTRUCTION START Vertical CD Package Issued for Permit only needed if G.C. is not Big Valley 4 week review per Tom Hawkinson (2wk + 1 wk response + 1 wk 2nd review) Value Engineering and coordination ongoing VERTICAL CONSTRUCTION STARTS Contingency: interiors could be split out as an interior package if needed CONSTRUCTION COMPLETE substantial completion *This is a 14.5 month construction schedule which will be determined in detail by the selected GC. It is aggressive but attainable and has been vetted and agreed to by Big Valley Construction and the Town of Winter Park. Dimmit II RFP Response DAVISURBAN

209 Project Cost The Dimmit II Phase 2 costs, were revised from our original proposal for the full project. The project was split into two phases, Concept and Design Development as Phase 1 and this RFP as Phase 2. The original budget was based upon a 6% fee on a $12 million project, due to the success of phase 1 we have reduced our fees significantly from the original 6%. Our proposal includes all construction documentation and construction administration fees including: Davis Urban Architectural services, EWAS Consultants Mechanical, Electrical, and Plumbing Engineering services Design / Assist Landscaping fee - included DAVIS URBAN Architecture + Landscape CD / CA architectural fee: $ 255,000 Conceptual Plan / Schematic Design IN PHASE 1 Design Development IN PHASE 1 CONSTRUCTION DOCUMENTS $ 152,000 CONSTRUCTION ADMINISTRATION $ 101,000 Bidding & Value Engineering ongoing Reimbursable Allowance: travel, printing, presentations $ 2,000 LANDSCAPE - Design Assist Fee $ 0 EWAS CONSTULTING MEP Engineering CD / CA engineering fee: $ 40,250 Schematic Design / Design Development IN PHASE 1 CONSTRUCTION DOCUMENTS $ 31,250 CONSTRUCTION ADMINISTRATION $ 8,500 Bidding & Value Engineering ongoing Reimbursable Allowance: travel, printing, presentations $ 500 TOTAL DESIGN TEAM FEE Architectural, MEP, Landscape (design assist) $ 295,250 Dimmit II RFP Response DAVISURBAN

210 References The following references have worked with Davis Urban on similar projects and are happy to respond to any questions. Sprung Construction Tom Sprung, President Lance Kitt, Project Manager Revesco Properties Rhys Duggan, President, CEO Cecil Development / Sean Smith Construction Sean Smith, Owner sean@seansmithco.com Colorado Community Land Trust Jane Harrington, Executive Director jharrington@coloradoclt.org JVA Consulting Engineers Craig Kobe, PE, Principal ckobe@jvajva.com Kevin Vecciarelli, Sr. Associate kvecchiarelli@jvajva.com Zakhem Real Estate Group John Zakhem, Managing Partner jzakhem@zakhemgroup.com Big Valley Construction, LLC Rob Neiberger, Operations Manager robn@bigvalleyconstruction.com Penn, LLC Nadine Lange, Owner nadine@900penn.com Dimmit II RFP Response DAVISURBAN

211 Other DAVISURBAN works: Dimmit II RFP Response DAVISURBAN

212 Dimmit II RFP Response DAVISURBAN

213 DIMMIT II RFP RESPONSE DAVISURBAN

214 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR February 5, 2018 SUMMARY OF CM/GC SELECTION PROCESS FOR DIMMIT II APARTMENT BUILDING The Town of Winter Park requests proposals from qualified Construction Manager / General Contractor (CM/GC) firms for the Dimmit II apartment project. SCHEDULE FOR CM/GC SELECTION February 5, 2018 Distribute request for proposals (RFP) 9:00 am, February 19, 2018 Proposal deadline March 1, 2018 Notify firms chosen for interviews 10:00am, March 6, 2018 Interview Firms March 6, 2018 Town Council Award of CM/GC Contract WHERE TO SUBMITT PROPOSALS Two copies of the proposal must be submitted to the Town of Winter Park, PO Box 3327, 50 Vasquez Road, Winter Park, Colorado no later than 9:00 a.m. (Town Hall clock) on the proposal deadline. Proposals shall be delivered in sealed envelope Titled: Dimmit II CM/GC Proposal. DOCUMENTS INCLUDED IN REQUEST FOR PROPOSAL The following documents are included in this RFP. 1. Conceptual Design/ Schematic Plan Set by request to John Crone, Housing Manager jcrone@wpgov.com SITE LOCATION The Dimmit II parcel is a 1.12 acre parcel located at 480 Lion s Gate Drive, Winter Park, CO (behind the King s Crossing Center). PRELIMINARY PROJECT SCOPE ELEMENTS The work includes construction of a new 27 unit, 104 bedroom apartment building and associated site work. The project will include: 1. Building Construction 2. Site Improvements including a. Final Overlot Grading b. Stormwater Improvements c. Parking Lot Construction d. Landscaping CONSTRUCTION BUDGET AND SCHEDULE The total construction budget for the Dimmit II Apartment project and site work including construction and contingency, but excluding design fees is approximately $12.2 million. Additional funding is not currently available; therefore, the construction scope will be adjusted to ensure that the existing construction budget is not exceeded. Page 1 of 8

215 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR A design development set of construction plans at approximately 50% will be completed in spring Final Design is currently being awarded through an RFP process and the CM/CG will partner with the Town and the selected architect in providing constructability and cost savings ideas in completing 100% construction documents to be issued in early The Guaranteed Maximum Price (GMP), required project completion dates, and project milestones will be defined after the 75% complete construction document submittal. Construction may begin in June 2018 with completion by September 1, CM/GC BIDDING REQUIREMENT The Town requires that the CM/GC competitively bid the project to subcontractors. The CM/GC shall obtain bids from at least three other bidders for all scopes of the Work. The CM/GC may bid to self-perform scopes of work, but the CM/GC shall provide their bid by the sub-contractors bid deadline. Page 2 of 8

216 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR REQUIREMENTS FOR CM/GC PROPOSAL The submittal should be limited to 20 pages (double sided 8.5 x 11 format) not including applicable appendices. Provide the Town with two copies and one electronic copy (pdf) of the RFP. Using the RFP and attached documents each CM/GC shall develop a proposal including: 1. Lump Sum Fee for Preconstruction Services a. The Lump Sum Preconstruction fee shall be broken down as follows: i. Fee for Preconstruction services from CM/GC. 2. Fixed Fee - as a percentage of the cost of the work during the construction phase. 3. General Conditions Proposal show proposed monthly general conditions cost, line items, quantities, hourly rates for personnel, unit costs and extended dollars for the scope and schedule described by this request for proposal. 4. Maximum Price for General Conditions - (assuming a complete opening of September 1, 2019). Note general conditions should cover work starting in the construction phase through project closeout including cleaning, punch list, and closeout documentation. Adjustments or changes may be required to the General Conditions total cost when GMP #1 is submitted. The maximum price for general conditions and proposed schedule will be used to compare contractors equally on the basis of cost and proposed time to complete the work. 5. % Mark up on CM/GC Performed Change Orders-define a reasonable allowance for overhead and profit for CM/GC performed change orders. (Change orders for work performed by sub-contractors shall include the contractors fixed fee, but shall not include additional CM/GC mark up above the fixed fee.) 6. Project Team and Experience - Propose staffing levels and roles. Specify by name the key staff that will be assigned to the project. Designate by name the Project Manager, Superintendent, Estimator, Project Coordinator/ Project Engineer and any other key personnel proposed for the project. Define how many months the key personnel will be involved in the project and projected hours per month assigned to the project. Define the relevant project experience of proposed team members. Provide references for the key personnel. 7. Project Schedule and Recommendations - Provide your recommendations of the most cost effective schedule to accomplish the general objectives outlined in the project description that meet the project deadlines. Provide a preliminary project schedule. 8. Innovative Project Approach and Potential Project Cost Savings Propose project management procedures, strategies, and construction techniques that you see appropriate for this project. Propose cost saving construction means, methods, or products for this specific project. 9. Allocation of work- Indicate what scope of work the CM/GC is capable to self-perform for this project, and the scope of work that the CM/GC will individually and directly bid. GUIDELINES FOR PREPARING FEE AND GENERAL CONDITIONS PROPOSALS The Town is seeking a skilled, professional and dedicated partner to successfully complete construction of the Dimmit II Apartment project in a cost-effective, safe, and timely manner. The Town of Winter Park requests that contractors clearly demonstrate their capabilities. Contractors are strongly advised to involve the proposed management team members (for example: Preconstruction Manager/Estimator, Project Manager, Superintendent, and Project Engineer/Coordinator) in the proposal, estimate, schedule preparation and interview (if selected). Page 3 of 8

217 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR A. Scope of Services to be performed by Construction Manager/General Contractor 1. Pre-Construction Services The CM/GC will be selected while the design team is starting the final design. CM/GC shall provide preconstruction services from receipt of notice of award by Town of Winter Park Town Council. Preconstruction services are defined below. In general, the preconstruction services will include construction consulting, constructability review, cost estimating, scheduling, product recommendations, and value analysis services. a. Cost Estimating, Scope Management and Value Engineering The CM/GC shall prepare a cost estimate based on the updated DD Documents, and the 75% and 95% completed Construction Documents, and provide a complete review and comparison with the Design Team s Preliminary Project Scope Elements. It is expected that the DD, 75%, and 95% cost estimates be completed in two weeks time. The CM/GC shall be expected to identify and present scope adjustment, value engineering or cost reduction ideas generated as a result of the estimating process. The CM/GC shall work with the Design Team and Town to develop a scope of work that fits within the Town s available budget. b. Progress Meetings during CD Development The CM/GC shall work cooperatively with the selected architect and its sub-consultants as necessary through the completion of the construction documents. Attendance of bi-weekly meetings with Town and Design Team until the bidding process starts. c. Sequencing of Construction The CM/GC shall prepare a schedule of construction activities. The selected CM/GC will work with the Town and Design Team to create a final project schedule that will secure competitive pricing and perform the construction in a cost-effective and timely manner. d. Partnering Process The CM/GC shall participate in a formal partnering process with the Town and Design Team. The partnering process kick off meeting shall be held shortly after the Contract award. The selected firm shall include all key personnel in this meeting. The CM/GC s commitment to partnering shall carry through final project acceptance. e. Procurement Process The CM/GC will develop and recommend a procurement process for trade work, materials and equipment that will result in the development of the GMP. The CM/GC will be responsible for developing all necessary scope of work, invitations to bid, bid forms, contacting potential bidders, conduct the bidding per the Town s procurement process. The CM/GC will obtain a minimum of (3) bids for each trade and make bid results available for review by the Town and its selected architect. The Town will secure necessary building permits for the work. Other required permits needed for construction shall be secured and paid for by the Contractor. The Town will consider pre-selection of major sub-contractors. The contractor will work with the Town to develop a satisfactory process to select these team members based on competitive bid pricing and qualifications. Page 4 of 8

218 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR 2. Construction Services: The following services are to be provided from the notice to proceed with Construction until Final Completion of Construction (and 2-year warranty): a. Furnish project management and supervisory services necessary to construct the project as defined by the Construction Drawings in accordance with the approved GMP and final construction schedule. B. CM/GC Fee for Pre-construction and Construction Services The Town will pay a fixed fee for the pre-construction services summarized in item A.1 above. The fee during the pre-construction services phase shall be lump sum dollar amount and will be paid upon completion of the construction drawings. The fee for the construction services summarized in item A.2 above shall be expressed as a lump sum, percentage of the Cost of the Work (the sum of parts C.1.b. and C.1.c., see below). C. Allocation of Costs 1. Categories of Construction Costs In developing the GMP for the project, construction related costs will be allocated into these four categories: a. CM/GC Fee; b. General Conditions and Requirements; c. The Work defined by the drawings, specifications and addenda; and d. Performance and payment bond premiums, Builder s Risk Insurance other insurance premiums paid by the Contractor for the project. The Town will pay building permits and tap fees, as necessary. If necessary or desirable, the Town will entertain alternative proposals for supplying required insurance policies. For purposes of this proposal, contractors shall develop firm amounts for item a and b and estimated amounts for item d above. The specific allocation of costs associated with the four parts above is described below. The breakout below will be used as a basis of comparing the fee portion of the proposals in an equivalent manner. Questions about items not listed should be directed to the Town for clarification. 2. Costs to be included in CM/GC Fee Costs that will be considered as included in the CM/GC Fee and are not directly reimbursable shall include all items listed below: a. Scheduling, timekeeper and accounting services provided during construction, b. Project Executives and other non-project management personnel, c. Contractor s professional liability insurance premiums; d. Lodging, travel or food expense of CM/GC s staff and employees, unless specifically requested by the Town; e. Extra printing required by CM/GC after GMP is established and accepted; f. Costs associated with corrective work, during construction or within warranty; g. CM/GC profit h. Expenses incurred in accordance with Construction Manager's standard personnel policy for relocation and temporary living allowances of personnel required for the Work, in case it is necessary to relocate such personnel from distant locations i. Regardless of what utilities are pot holed prior to the construction phase, the Contractor is required to abide by applicable laws and shall be responsible for pot hole costs during the Page 5 of 8

219 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR construction phase. j. Equipment maintenance costs for Contractor-owned equipment required for the project. Other items required to complete the work not specifically mentioned above or in items C. 3, 4 and Costs to be included in General Conditions/General Requirements For the proposal each CM/GC shall develop a line item General Conditions/General Requirements cost showing items, quantities, units, hourly rates, unit costs and extended costs for those items deemed necessary to construct the project. The unit costs shall be used if adjustments or changes are required to the General Conditions costs when GMP #1 is submitted. The General Conditions will become a single line item in the GMP Schedule of Values. a. Employee costs (excluding bonuses or profit-sharing allocations) for personnel directly assigned to or performing management or supervisory work on the project. List other staff required for project. (1) General Superintendent; (2) Project Superintendent; (3) Project Manager; (4) Project Engineer; and (5) Project Coordinator/Administrator b. Costs for layout (Owner s survey data will be made available to the Contractor); c. Costs for periodic job-site clean-up, trash collection and trash removal; d. Temporary toilets used by construction personnel; e. Jobsite construction fencing, storage or tool trailers, f. Maintaining access to and protection of existing structures. g. Construction sign and on-site construction signage h. Jobsite communications (radios, cell phones, etc.); i. Mailing and shipping of shop drawings, samples, etc. j. Snow and ice removal (specify amount or use an allowance); k. Security costs; m. Final clean-up (specify amount) n. Assistance in start-up and owner orientation for building systems o. Preparation and issuance to Town, Record Drawings (red-lined as-built drawings) for use by the Design Team to complete final record drawings p. Preparation and issuance to Town Required Operating and Maintenance manuals. (specify amount) 4. Costs to be included in the Work a. Costs included in this category include: labor, materials, tools, equipment, delivery, handling and storage expenses, and supplier and subcontractor mark-ups for management, overhead and profit. 5. Costs for Bonds, Insurance and Permits At the time the final GMP is prepared, final costs for contractor performance and payment bonds, Builder s Risk insurance premiums, and other necessary insurance premiums will be prepared by the Contractor and identified separately as line items apart from General Conditions, Fee and the other costs of the work. If necessary or desirable, the Town will entertain alternative proposals for supplying required insurance policies. Page 6 of 8

220 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR GM/GC Selection Criteria: The Town of Winter Park will review the submitted information to evaluate contractors per the criteria listed below. Contractors are encouraged to clearly address each selection criteria in their proposal. The preliminary schedule and the fixed fee will be evaluated but will not be the sole determining factors for selection. While all facets of the selection criteria are important to the project, the priority of each selection criteria for this proposal is indicated as either high or medium. 1. P roposed team members experience and knowledge constructing: (High) a. Multi-family buildings b. Construction in Grand County and other resort communities While a CM/GC firm may have experience with similar projects, the experience and knowledge of the specific CM/GC employees is a key component of this selection process. In this proposal, the CM/GC firm shall designate by name and company title the specific company employees proposed to complete the work. 2. Proposed team members experience working together, working within their company, and working for and with municipalities. (HIgh) 3. Demonstrated product quality (High) 4. Innovative project approach (i.e. cost saving construction means, methods, scheduling, or products for this specific project.) (Medium) 5. Precision, clarity, and content of project schedule (Medium) 6. Demonstrated expertise in pre-construction services (Medium) 7. Fees (General Conditions, Preconstruction Services, Construction Markup) (Medium) 8. Structure and organization of proposed CM/GC team and company (Medium). For example, who besides the project manager, superintendent, and estimator are involved? How is field team supported by the office team? 9. Demonstrated ability to cooperate and work together with regulatory agencies, a government owner, and private design firm (Medium) 10. Clarity of proposal (Medium) 11. Company financial, legal, and safety records (meet or exceed local industry average) (Medium) Summary of Guaranteed Maximum Cost Contract: The Dimmit II apartment contract is a Guaranteed Maximum Price (GMP) contract. The contract is not a cost plus percentage of cost contract. In general, in a GMP contract the contractor guarantees that the project will be constructed in full accordance with the drawings and specifications and the cost to the owner will not exceed some total upset price. If the cost of the work exceeds the assured maximum, the contractor pays for the excess.a determination of the upset price by the contractor must be based on careful estimates of drawings and specifications. Clough, Page 7 of 8

221 TOWN OF WINTER PARK REQUEST FOR PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR Sears and Sears Construction Contracting p142. At the completion of this contract any remaining contingency amount shall be returned to the Owner by issuance of a Change Order to the Contract. This action will result in a reduction to the total Guaranteed Maximum Price. NEXT (and Final) STAGE OF SELECTION PROCESS After reviewing the proposals the Town may elect to interview some, all, or none of the proposed CM/GC s. If selected to interview: 1. Each selected CM/GC will be given a total of 30 minutes to present to the Town Council. The presentation will be followed by approximately 30 minutes of questions, both related to the presentation and general questions regarding the firm, experience and proposed personnel. 2. The Council will evaluate proposals, results from the interviews, and the selection criteria, and select the CM/GC who is best qualified to complete this project. The Town will then formalize the recommendation and a contract will be executed with the approved contractor. PROVISIONS The Town reserves the right to reject any and all proposals and does not bind itself to accept any proposal for this work or any part thereof. The Town may waive any technical or formal defect in any proposal and shall have the right to ask for new proposals for the whole or parts of this work should the Town desire to do so or shall have the right to negotiate with any or other qualified CM/GC. The Town does not guarantee to provide a minimum/maximum amount of work or funding for this project. The Town does not guarantee that the plans as provided will be constructed as shown. Revisions and deletions may occur. While the Town intends to see this project through completion it does not guarantee that the project will go beyond construction drawings. The Town does not guarantee that the contractor selected through this process will be the contractor for the actual construction. The Town reserves the right to bid the construction portion of the project after construction drawings are complete. The Town of Winter Park reserves the right to evaluate information from any other source that may provide information on the contractor s qualifications for the performance of the work. Upon submission of the proposal, the contractor grants the Town the express permission to use all or portions of the contractor s proposals as needed by the Town. The terms Contractor, CM/GC, Construction Manager, and General Contractor are used interchangeably. QUESTIONS REGARDING THIS REQUEST FOR PROPOSALS Questions regarding this proposal shall be directed to John Crone, Housing Manager jcrone@wpgov.com or Page 8 of 8

222 PROPOSAL FOR CONSTRUCTION MANAGER / GENERAL CONTRACTOR DIMMIT II APARTMENT BUILDING Prepared For: General Contractor: Town of Winter Park Big Valley Construction, LLC P.O. Box 3327 P.O. Box Vasquez Rd. Granby, CO Winter Park, CO Phone: (970)

223 February 26, 2018 Town of Winter Park C/O James Shockey, Town Planner & John Crone, Housing Manager P.O. Box 3327 Winter Park, CO Dear Mr. Shockey and Mr. Crone We would like to thank you for the opportunity to provide you with a proposal for GM/GC services to construct the Dimmit II Apartment Building. Big Valley Construction, LLC (BVC) takes great pride in being considered for the CM/GC on this exciting project. As a Grand County General Contractor for the past 17 years, we have the knowledge, professionalism, integrity, and experience to provide the town what is necessary to successfully complete this project. BVC has constructed a wide variety of commercial projects. A few of these include the following: Hideaway Park Stage Sitzmark Mixed Use Development Grand County Court House Base Camp Townhomes (located behind Iron Horse Resort) Pole Creek Club House and Restaurant Our outstanding relationship with the local governing jurisdictions and local subcontractors / suppliers will lead to a safe, quality project that is on-time and on-budget. The owners of BVC, Troy Neiberger and Robert Neiberger, will be involved in this project. This project will be a top priority and the success of this project will greatly affect the success of our company. We will be committed partners from pre-construction until the very last warranty issue, and beyond. We are looking forward to the next step in the process to prove to you that we are the right fit for the missing link of the project team. BVC is very excited to continue working with you on this project, and many more to come. Respectfully Submitted, Troy Neiberger, President Big Valley Construction, LLC Page 1 of 18.

224 DIMMIT II APARTMENT BUILDING TABLE OF CONTENTS Letter of Introduction.1 Table of Contents...2 SECTION I PRECONSTRUCTION SERVICES...3 SECTION II FIXED FEE...3 SECTION III GENERAL CONDITIONS PROPOSAL SECTION IV MAXIMUM PRICE FOR GENERAL CONDITIONS...5 SECTION V % MARKUP ON GM/GC PERFORMED CHANGE ORDERS...6 SECTION VI PROJECT TEAM AND EXPERIENCE...7 SECTION VII PROJECT SCHEDULE AND RECOMMENDATIONS...8 SECTION VIII INNOVATIVE PROJECT APPROACH & POTENTIAL PROJECT COST SAVINGS...8 SECTION IX ALLOCATION OF WORK...9 Preliminary Construction Schedule...10 Why Hire Big Valley Construction, LLC?...11 Team Resumes Recent Commercial Project Experience Page 2 of 18.

225 SECTION I LUMP SUM FEE FOR PRECONSTRUCTION SERVICES The Lump Sum Preconstruction fee shall be broken down as follows: i. Fee for Preconstruction services from CM/GC: Nineteen Thousand Eight Hundred Sixty Dollars and Zero Cents ($19,860.00) SECTION II FIXED FEE As a percentage of the cost of the work during the construction phase: Our fixed fee is 5.5% (includes general liability insurance) SECTION III GENERAL CONDITIONS PROPOSAL Show proposed monthly general cost, line items, quantities, hourly rates for personnel, unit costs, and extended dollars for the scope and schedule described by this request for proposal. See spreadsheet on page 4. Page 3 of 18.

226 ITEM MONTHLY QUANTITY UNIT OF MEASURE HOURLY RATE UNIT COST MONTHLY EXTENTED COST a. Employee costs including: General Superintendent 32 HR $85 $ 2,720 Project Superintendent 174 HR $75 $ 13,050 Project Manager 72 HR $85 $ 6,120 Project Engineer 138 HR $55 $ 7,590 Foreman 174 HR $55 $ 9,570 b. Costs for layout 1 MO $ 3,793 $ 3,793 c. Costs for cleanup & trash removal 1 MO $ 5,295 $ 5,295 d. Temporary Toilets 1 MO $ 520 $ 520 e. Jobsite construction fencing 1 MO $ 483 $ 483 Jobsite Trailer 1 MO $ 755 $ 755 f. Maintaining access to and protection of existing structures 1 MO $ - $ - g. Construction sign and onsite signage 1 MO $ 100 $ 100 h. Jobsite communications N/A N/A N/A N/A N/A i. Mailing and shipping of shop drawings, samples, etc. 1 MO $ 150 $ 150 j. Snow and ice removal (Total allowance divided by 14 months) 1 monthly allowance $ 2,100 $ 2,100 k. Security costs N/A N/A N/A N/A N/A m. n. o. p. Final clean-up (one time fee divided by 14 months) 1 MO $ 1,901 $ 1,901 Assistance in start-up and owner orientation for building systems (one time fee divided by 14 months) 1 MO $ 80 $ 80 Preparation of Record Drawings (one time fee divided by 14 months) 1 MO $ 100 $ 100 Preparation of Operating and Maintenance manuals (one time fee divided by 14 months) 1 MO $ 180 $ 180 Monthly Total General Conditons $ 54,507 Page 4 of 18.

227 SECTION IV MAXIMUM PRICE FOR GENERAL CONDITIONS (Assuming a complete opening of September 1, 2019). Note general conditions should cover work starting in the construction phase through project closeout including cleaning, punch list, and closeout documentation. Adjustments or changes may be required to the General Conditions total cost when GMP #1 is submitted. The maximum price for general conditions and proposed schedule will be used to compare contractors equally on the basis of cost and proposed time to complete the work. ITEM NUMBER OF MONTHS EXTENDED MONTHLY COST TOTAL EXTENDED COST a. Employee costs including: General Superintendent 14.5 $ 2,720 $ 39,440 Project Superintendent 14.5 $ 13,050 $ 189,225 Project Manager 14.5 $ 6,120 $ 88,740 Project Engineer 14.5 $ 7,590 $ 110,055 Project Foreman 14.5 $ 9,570 $ 138,765 b. Costs for layout 14.5 $ 3,793 $ 55,000 c. Costs for cleanup & trash removal 14.5 $ 5,295 $ 76,778 d. Temporary Toilets 14.5 $ 520 $ 7,540 e. Jobsite construction fencing 14.5 $ 483 $ 7,004 Storage Trailer 14.5 $ 755 $ 10,948 f. Maintaining access to and protection of existing structures 14.5 $ - $ - g. Construction sign and onsite signage 14.5 $ 100 $ 1,450 h. Jobsite communications N/A N/A N/A i. Mailing and shipping of shop drawings, samples, etc $ 150 $ 2,175 j. Snow and ice removal (Total allowance [$15,000] covers 6 months actual) 14.5 $ 2,100 $ 30,450 k. Security costs N/A N/A N/A m. Final clean-up 14.5 $ 1,901 $ 27,565 Assistance in start-up and owner n. orientation for building systems 14.5 $ 80 $ 1,160 o. Preparation of Record Drawings 14.5 $ 100 $ 1,450 p. Preparation of Operating and Maintenance manuals 14.5 $ 180 $ 2,610 Maximum Price for General Conditions $ 790,354 Page 5 of 18.

228 SECTION V % MARK UP ON GM/GC PERFORMED CHANGE ORDERS Define a reasonable allowance for overhead and profit from CM/GC performed change orders. (Change orders for work performed by sub-contractors shall include the contractor s fixed fee, but shall not include additional CM/GC mark up above the fixed fee.) BVC Mark up on GM/GC performed change orders will be 13% SECTION VI PROJECT TEAM AND EXPERIENCE Propose staffing levels and roles. Specify by name the key staff that will be assigned to the project. Designate by name the Project Manager, Superintendent, Estimator, Project Coordinator/ Project Engineer, and any other key personnel proposed for the project. Define how many months the key personnel will be involved in the project and projected hours per month assigned to the project. Define the relevant experience of proposed team members. Provide references for the key personnel. Project Team Working Together This project will depend not only on the strength of its individual members, but on the strength of the bonds that tie them together. Rob Neiberger and Chris Welch are leaders in every sense of the word, guiding and supporting both in the office, and in the field. Their strength, knowledge, and integrity inspire confidence. The Big Valley team is extended by a core group of subcontractors. We strongly believe in the value of local sources, not only for their expertise in mountain building, but for their commitment to building this community and embracing its brand. We know these subcontractors will stand by their work for years to come because they feel the same sense of pride that we do. This building has its own unique challenges and will need to utilize new materials and methods. For that we are very able and prepared to reach beyond the mountains to guarantee the best possible sourcing to fit this project. STAFFING LEVELS Team Member # of Months on Project Projected Hours/Month General Superintendent - Rob Neiberger Project Superintendent - Chris Welch Project Manager - Rob Neiberger Project Engineer - Peter Maki Project Foreman- TBD Page 6 of 18.

229 Robert Neiberger General Superintendent/ Project Manager/ Estimator Time 60% Troy Neiberger Owner/ General Superintendent/ Estimator TBD Project Foreman Time 100% Chris Welch Project Superintendent Time 100% Peter Maki Project Engineer/ Estimator Time 80% Expertise in Pre-Construction Services Our proposed project team has worked together for many years, not only with each other, but as key partners in several pre-construction teams. Partnering with Big Valley Construction, LLC at the pre-construction stage will be your best way to optimize the value of this project and ensure smooth operations from planning to closeout. In addition to pre-construction partnerships in the private sector, we have successfully cooperated with various government agencies, working closely with private design firms. Because of this early commitment to working as a team we were able to identify both problems and opportunities early on, saving time and money, and resulting in smoother operations throughout the duration of the project. Some of those projects (listed on the team resumes) include: Hideaway Park Stage Sitzmark Mixed Use Development Grand County Judicial Center Granby Town Hall Having recently completed the Hideaway Park Stage, both design and town members involved in that project can speak to our contributions to that partnership. Page 7 of 18.

230 SECTION VII PROJECT SCHEDULE AND RECOMMENDATIONS Provide your recommendations of the most cost effective schedule to accomplish the general objectives outlined in the project description that meet the project deadlines. Provide a preliminary schedule. Response: Please see the preliminary schedule on page 10 that reflects the requested project duration of June 15, 2018 thru September 1, As the CM/GC currently contracted for preconstruction services, we are committed to updating not only costs, but schedule milestones. In order to break ground in June 2018, there is a lot of work to be done as a team in the next four months. To hit the ground running at the start of construction, BVC is uniquely positioned as we will be intimately familiar with the project and its unique needs. SECTION VIII INNOVATIVE APPROACH AND POTENTIAL PROJECT COST SAVINGS Propose project management procedures, strategies, and construction techniques that you see appropriate for this project. Propose cost saving construction means, methods, or products for this specific project. Response: Project Management Strategies The emphasis of our project management is teamwork. We know that if we approach our projects with a sense of teamwork, giving individuals the opportunity to contribute by drawing on their own experiences, the project will benefit as a whole. Regular meetings with key team members are crucial. They give continuity to the project, ensuring that all members are up to speed on progress, RFI s, submittals, and general information. These meetings encourage an open forum for discussion where all members are respectfully heard. BVC will prepare meeting minutes for record, and to ensure task items are completed efficiently. Value Engineering During Preconstruction At this stage of design development, we have already worked with the design team and the town to suggest several VE options that would save money without compromising quality and aesthetics. Some of these are already being strongly considered: Page 8 of 18.

231 o Tall concrete stair towers with standard forming in lieu of board form. For such tall walls, the cost would be high, and the results more difficult to control. It was discussed that as a building component these masses would read as concrete with or without the board forming impressions stamped into the concrete. o Roof access via service ladder in lieu of full stairs. o Cold rolled steel in lieu of Corten for metal panels that make up the majority of the building s siding. Winter Park s climate is such that cold rolled steel should last as long as the building itself. o Replace most 8 doors with 6-8 doors for both cost savings and potentially reduced maintenance. SECTION IX ALLOCATION OF WORK Indicate what scope of work the CM/GC is capable to self-perform for this project, and the scope of work that the CM/GC will individually and directly bid. Response: Big Valley Construction, LLC is not currently designed to self-perform work, and has no future ambitions to incorporate these actions into our company. We find great pride in our ability to focus and enhance what we have been successful at, and that has been the hands on approach to managing people. Our employees; Operations Managers, Project Managers, Project Engineers, Superintendents, Assistant Superintendents, and solid Office Administration, are the reigning success of our management history. We also employ a few craftsmen (carpenters and laborers) to handle ongoing site needs and punch list items, delivering hands on support for the Big Valley Construction, LLC management process. On the Dimmit II project, Big Valley Construction, LLC may self-perform portions of the project. For example, daily clean up, installation of miscellaneous backing, miscellaneous rough carpentry, finish protection, and jobsite safety and signage could be self-performed by our craftsmen. Page 9 of 18.

232 Dimmit 2 ID Title Dur. Start Finish Assigned To Pred Status Feb - Mar Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Award Contract N/A - Award Contract 2 DD Approval/Pricing/VE N/A 1 DD Approval/Pricing/VE 3 GMP Price N/A 2 4 Site Clear and Leveling N/A 3 5 Site Utilities N/A 4 6 Foundation Excavation N/A 5 7 Foundation System N/A 6 8 Damp Proofing and Perimeter Drain N/A 7 9 Back-fill / rough grade N/A 8 10 Under slab utilities N/A 9 11 Slab on Grade N/A Structural Steel Erection N/A 9, 11 GMP Price Site Clear and Leveling Site Utilities Foundation Excavation Foundation System Damp Proofing and Perimeter Drain Back-fill / rough grade Under slab utilities Slab on Grade Structural Steel Erection 13 Rough Carpentry N/A 12 Rough Carpentry 14 HVAC Rough-In N/A Plumbing Rough-in N/A 14 HVAC Rough-In Plumbing Rough-in 16 Roof Dry-in N/A Set Exterior windows and doors N/A 13 Roof Dry-in Set Exterior windows and doors 18 Electrical Rough-in N/A 15 Electrical Rough-in 19 Low Volt rough-in N/A 18 Low Volt rough-in 20 Metal and Wood Siding N/A 17 Metal and Wood Siding 21 Storefront Install N/A 16 Storefront Install 22 Exterior envelope insulation N/A Gyp-crete Poured N/A Sound Insulation N/A 22 Exterior envelope insulation Gyp-crete Poured Sound Insulation 25 Drywall Installation N/A Drywall Tape and Textrure N/A Prime and 1st Coat of Paint N/A 26 Drywall Installation Drywall Tape and Textrure Prime and 1st Coat of Paint 28 Interior Doors, Trim, and Cabinets N/A Tile Floors and Walls N/A LVT Floors N/A Paint and Caulk N/A Electrical Trim N/A Appliance Install N/A HVAC Trim N/A Plumbing Fixtures N/A Carpet Tile N/A BVC Punchlist N/A Final Clean N/A Owner Punchlist N/A Final Inspection N/A Turn Over to Owner N/A 38 Tile Floors and Walls Interior Doors, Trim, and Cabinets LVT Floors Appliance Install Paint and Caulk Electrical Trim HVAC Trim Plumbing Fixtures Carpet Tile BVC Punchlist Final Clean Owner Punchlist Final Inspection Turn Over to Owner Page 10 of 18.

233 Why Hire Big Valley Construction, LLC? "Your Local General Contractor" BVC Principles Safety Schedule Budget Quality BVC is a 100% locally owned and operated contractor and will keep a large percentage of the invested money within the county. BVC has established solid relationships with local subcontractors and suppliers and will use these relationships to bring success to your project. BVC is committed to meet the scheduled project completion date. BVC has participated in many successful pre construction partnerships BVC will take an aggressive and innovative approach toward potential cost savings. BVC is committed to giving back to our Grand County Communities. We are all volunteers within and supporters of the local community, and we understand what it means to be locally accountable with everything we do. BVC has a strong history of keeping contractor initiated change orders to a minimum. We are committed to carrying on this history with your project. Being local, we understand that we are accountable to the local population. We will deliver a project that the community will be proud of. BVC is passionate about your project. As members of the community, we understand the importance of affordable housing. We realize it is an absolute necessity to a prosperous growing community. We want to make sure this project is a home run for everyone involved during the construction process and for many years to come. P.O. Box US Hwy. 40, Unit I Granby, Colorado Phone: (970) Fax: (970) Page 11 of 18.

234 Troy Neiberger P.O. Box 1879 Granby, CO Office: (970) Mobile: (970) Years in Construction: Education: Twenty-Six Colorado State University - Fort Collins, CO Bachelor of Science Industrial Construction Management Experience: August 2000 Present Big Valley Construction, LLC Granby, CO President and Owner August 1993 August 2000 Alliance Construction Solutions Fort Collins, CO Operations Manager/General Superintendent/Project Manager May 1989 August 1993 Hensel Phelps Construction Greeley, CO Superintendent/Assistant Superintendent/Engineer AREA VALUE Project Experience: Sitzmark Mixed Use Development, Phase 1, Winter Park, CO 1.5 Acres 22,500,000 Hideaway Park Stage, Winter Park, CO 4,500 3,500,000 Rocky Mountain Repertory Theater 12,600 3,119,200 Fraser Valley Recreation Center 48,000 13,230,831 Grand Lake Lodge Improvements N/A 2,200,000 Grand County Judicial Center 38,500 8,210,252 Pole Creek Clubhouse 12,000 2,726,000 Grand County Administration Building Remodel 25,300 3,315,000 Granby Town Hall 17,300 3,039,358 Mountain Parks Electric Addition/Remodel, Granby, CO 12,000 1,208,626 Sky-Hi News and Apartments, Granby, CO 6, ,000 Legacy Retail Center, Granby, CO 8, ,000 Grand Fire Protection Dist. #1 Station & Residence 29,800 4,158,859 Denver International Airport Concourse C & A N/A 120,000,000 Presbyterian/St. Lukes Hospital with underground parking 910, ,000,000 Plating Shop, U.S. Navy 340,000 51,000,000 New Fort Collins High School, Fort Collins, CO 285,000 28,165,850 The Village at Riverside, Granby, CO N/A 16,500,000 Denver Grand Prix N/A 13,000,000 Grand Elk Development Infrastructure, Granby, CO N/A 13,400,000 East Grand Middle School, Granby, CO 87,500 12,600,000 Peakview Apartments, 160 units, Lafayette, CO 170,000 8,445,000 Residence Inn by Marriott, Lakewood, CO 71,725 4,811,000 Courtyard by Marriott, Louisville, CO 54,000 4,000,000 Yuma District Hospital, Yuma, CO 45,000 3,700,000 Courtyard by Marriott, Lakewood, CO 50,304 3,655,901 Fraser Valley Elementary Addition/Remodel, Fraser, CO 23,000 3,481,230 Indian Meadows Condominiums, Granby, CO 24,000 2,400,000 Wintersage Condominiums, Granby, CO 24,600 2,100,000 Strengths: Owner/Architect Contract Negotiations Experience Project Quality Control Project Estimating Owner/Architect/Subcontractor Coordination Preconstruction Services, Design/Build, CM/GC Processes CPM Scheduling Experience in Fast-Track Projects Subcontractor Negotiations and Contracting References: Dot Weber, Vice President Rocky Mountain Repertory Theatre Scott Ladine, Director of Fraser Valley Rec Center Mark Unicome, Owner of The Foundry Page 12 of 18.

235 Rob Neiberger P.O. Box 1879 Granby, CO Office: (970) Mobile: (970) Years in Construction: Twenty-Three Education: University of Northern Colorado Greeley, CO Bachelor of Science Business Administration Experience: January 2003 Present Big Valley Construction, LLC Granby, CO Operations Manager and Owner Estimator Project Manager Responsibilities Manage all projects from conceptual stage to final turnover to client. Budgeting, estimating, coordinating work activities for employees and subcontractors, purchasing supplies, buyout sub-contracts, cost control and analysis, jobsite safety. March 1999 January 2003 Hall-Irwin Corporation Greeley, CO Project Manager March 1995 March 1999 Alliance Construction Solutions Fort Collins, CO Superintendent/Project Engineer AREA VALUE Project Experience: Sitzmark Mixed Use Development, Phase 1, Winter Park, CO 1.5 Acres 22,500,000 Hideaway Park Stage, Winter Park, CO 4,500 3,500,000 Rocky Mountain Repertory Theater 12,600 3,119,200 Grand Fire Protection District #1 New Station & Residence 29,800 4,158,859 Fraser Valley Recreation Center, Fraser, CO 48,000 13,230,831 University of Northern Colorado Nottingham Sports Complex N/A 7,000,000 Millennium Bank, Fraser, CO 6,500 2,443,000 Base Camp Townhouses, Winter Park, CO 60,000 12,300,000 Centennial Master Plan and Water Treatment Facility 1,200 Acres 19,000,000 Pingree Park Sewer Plant and Water Storage Tank 10,000 1,700,000 YMCA-Snow Mountain Ranch Retreat Cabins 11,600 1,030,000 YMCA-Student Employee Housing Renovation 18,000 1,391,000 The Village at Riverside, Granby, CO N/A 16,500,000 Miniat Residence 6,740 1,477,000 Wold Residence 6,350 1,800,000 Unicume Residence 4,700 1,230,000 Dvorak Residence, Grand Lake, CO 5,400 2,480,000 Matthews Residence, Summity County, CO 5,950 3,203,000 Strengths: Pre-construction Services including budgeting, value engineering, estimating and technical support Subcontractors/Owners/Engineers Coordination Experience in Critical Path Method Scheduling Project Estimating Project Buyout Project Quality Control Cost Control Experience in Fast-Track Projects Completed HAZ Com and OSHA Certification Courses References: Dot Weber, Vice President Rocky Mountain Repertory Theatre Scott Ladine, Director of Fraser Valley Rec Center Mark Unicome, Owner of The Foundry Page 13 of 18.

236 Chris Welch P.O. Box 1879 Granby, CO Office: (970) Mobile: (970) Years in Construction: Education: Sixteen Adams State University Alamosa, Colorado Experience: May 2006 Present Big Valley Construction, LLC Granby, CO Superintendent May 2002 May 2006 Sky West Construction Alamosa, CO Field Supervisor AREA VALUE Project Experience: Sitzmark Mixed Use Development, Phase 1, Winter Park, CO 1.5 Acres 22,500,000 Rocky Mountain Repertory Theatre 12,600 3,119,200 Base Camp Townhouses, Winter Park, CO 60,000 12,300,000 Fraser Valley Recreation Center, Fraser, CO 48,000 13,230,000 Grand County EMS, Kremmling, CO N/A 523,000 Millennium Bank, Fraser, CO 6,500 2,443,000 Grand Fire Protection District #1 New Station and Residence 29,800 4,158,859 Grand Lake Lodge Improvements, Grand Lake, CO N/A 2,203,000 Mountainside Condos, Granby, CO N/A 2,166,000 Shoreline Landing Townhomes, Grand Lake, CO 16,500 3,153,000 Brown Residence, Grand County, CO 13,000 3,200,000 Tarr Residence, Grand County, CO N/A 350,000 Sample Residence, Grand Lake, CO 6,400 1,350,000 Mathews Residence, Summit County, CO 6,100 3,500,000 Mountain Life Fitness, Granby, CO 3, ,000 Hyder Residence, Granby, CO 2, ,000 Jonez Residence, Tabernash, CO 4, ,000 Strengths: Subcontractor/Owner/Architect Coordination MEP Coordination Fast Track Scheduling Project Quality Control Safety compliance OSHA 10 hour training No lost time accidents to date Planning a schedule for different phases of work ensuring a continuous work-load without delays. Carpentry tasks from concrete forming to framing/doors and trim References: Dot Weber, Vice President Rocky Mountain Repertory Theatre Scott Ladine, Director of Fraser Valley Rec Center Mark Unicome, Owner of The Foundry Page 14 of 18.

237 Peter Maki P.O. Box 1879 Granby, CO Office: (970) Mobile: (303) Years in Construction: Education: Five University of Minnesota Twin Cities Bachelor of Arts Architecture Experience: June 2013 Present Big Valley Construction, LLC Granby, CO Project Engineer/Estimator/Manager AREA VALUE Project Experience: Sitzmark Mixed Use Development, Phase 1, Winter Park, CO 1.5 Acres 22,500,000 Hideaway Park Stage, Winter Park, CO 4,500 3,500,000 Dvorak Residence, Grand Lake, CO 6,000 2,500,000 Kelley Residence, Grand Lake, CO 5,000 1,500,000 Aman Residence, Grand Lake, CO 5,000 1,000,000 Hanson Residence, Granby, CO 5, ,000 Mountain Life Fitness, Granby, CO 3, ,000 Hyder Residence, Granby, CO 2, ,000 Jonez Residence, Tabernash, CO 4, ,000 Buttram Family Residence, Grand Lake, CO 6,000 1,600,000 Strengths: Value Engineering Owner/Architect/Subcontractor Coordination AutoCAD and Sketch Up Multi-tasking Creative problem solving Detail oriented Accurately conceptualize and communicate 3D concepts. Project Estimating References: Dot Weber, Vice President Rocky Mountain Repertory Theatre Scott Ladine, Director of Fraser Valley Rec Center Mark Unicome, Owner of The Foundry Page 15 of 18.

238 Similar Experience Summary: Project Name Owner Contract Amount Fraser Valley Recreation Center Fraser Valley Metro Rec. District $13,230, Fraser, CO Fraser, CO (970) Basecamp Townhomes at Jane Creek Phase 1 Jane Creek, LLC $12,300, Winter Park, CO Scottsdale, AZ (602) Sitzmark South Bldgs. C&D - Attainable Housing Winter Park Development Company $9,349, Winter Park,CO Winter Park, CO (303) Grand County Judicial Center Grand County $8,210, Hot Sulphur Springs, CO Hot Sulphur Springs, CO (970) Sitzmark South Bldg. A - Market Winter Park Development Company $5,009, Winter Park, CO Winter Park, CO (303) Page 16 of 18.

239 Project Name Owner Contract Amount Sitzmark South - Parking Structure Winter Park Development Company $4,495, Winter Pak, CO Winter Park, CO (303) Granby Fire Station Grand Fire Protection District #1 $4,158, Granby, CO Granby, CO (970) Hideaway Park Stage Town of Winter Park $3,476, Winter Park, CO Winter Park, CO (970) Grand County Administration Bldg. Remodel Grand County $3,315, Hot Sulphur Springs, CO Hot Sulphur Springs, CO (970) Rocky Mountain Repertory Theatre Rocky Mountain Repertory Theatre $3,250, Grand Lake, CO Grand Lake, CO (970) Granby Town Hall Town of Granby $3,039, Granby, CO Granby, CO (970) Page 17 of 18.

240 Project Name Owner Contract Amount New Pole Creek Clubhouse Fraser Valley Metro Rec. District $2,726, Fraser, CO Fraser, CO (970) Millennium Bank Millennium Bank $2,443, Winter Park, CO Winter Park, CO (970) Sitzmark South Bldg. B - Multi Tenant Retail Winter Park Development Company $1,940, Winter Park, CO Winter Park, CO (303) Mountain Parks Electric Addition & Remodel Mountain Parks Electric - Joe Pandy GM $1,208, Granby, CO Granby, CO (970) Satellite Fire Station at YMCA Grand Fire Protection District #1 $895, Granby, CO Granby, CO (970) Page 18 of 18.