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HomeMy WebLinkAbout11/24/15j� �p u�� �' �' 1 Ll J_11 Wheat Ridge Housing Authority AGENDA November 24, 2015 SECOND FLOOR CONFERENCE ROOM 3:00 P.M. A. Call Meeting to Order B. Roll Call C. Approval of Minutes: 1. September 22, 2015 D. Officers Reports E. Public Forum F. New Business G. Old Business 1. Fruitdale School—Update and Nest Steps H. Other I. Adjournment Individuals with disabilities are encouraged to parficipate in all public meetings sponsored by the City of new Ridge. Call Heather Geyer, Public Information Officer of 303-235-2826at least one wek in advance ofa meeting if you are interested in participating and need inclusion assistance. Add� WRUA Wheat Ridge Housing Authority Minutes of Meeting September 22, 2015 A. CALL THE MEETING TO ORDER Themeeting was called to order at 4:03 p.m. by Chair Thomson in the Second Floor Conference Room of the Municipal Building, 7500 West 29 Avenue, Wheat Ridge, Colorado. B. ROLL CALL OF MEMBERS Authority Members Present: Thomas Abbott Chad Harr Tracy Langworthy Janice Thompson Jennifer Walter Authority Members Absent None Also Present: Lauren Mikulak, Senior Planner Kenneth Johnstone, Community Development Director Jim Hartman, Hartman Ely Investments (HEI) Susan Ely, Hartman Ely Investments (HEI) Jusfin Brunson Eric Clayman Tammy Odean, Recording Secretary C. APPROVAL OF MINUTES: 1. April28, 2015 It was moved by Mr. Abbott and seconded by Mr. Harr to approve the minutes of April 28,2015 as amended. Motion approved 5-0. 2. August I8, 2015 Housing Authority Minutes September 22, 2015 It was moved by Ms. Walter and seconded by Mr. Abbott to approve the minutes of August 18, 2015 as amended. Motion approved 4-0-1. Ms. Langworthy abstained. D. OFFICERS REPORTS There were no officers' reports. E. PUBLIC FORUM Dale Pitcher 5398 B State Hwy 92, Torrington, WY 82240 Mr. Pitcher is working with Cedar Springs Hospital in Colorado Springs and he would be interested in using the Fruitdale building for Alternative Therapy for pediatric trauma, it would be medically based using a light source. Ms. Mikulak mentioned that the Housing Authority is not entertaining any new proposals for Fruitdale and will not be able to comment on anything new at this time. Claudia Worth, WR Historical Society 4650 Oak St., Wheat Ridge, CO Ms. Worth was unaware of the proposal being discussed today and was disappointed Mr. Pitcher came all the way from Wyoming with a possible proposal. Chair Thompson stated the current proposal being discussed today has been ongoing. She stated that the minutes are with the city and was sorry Ms. Worth did not know about it. F. NEW BUSINESS G. OLD BUSINESS 1. Fruitdale School - Update from Hartman Ely Investments Ms. Mikulak gave a brief introduction into what has happened in the past and stated a few other proposals had fallen through. The Housing Authority has been working with HEI since February of 2015 and they have been doing their work pro bono. The motion that would be entertained at the end of this proposal would be to enter into a sale and purchase agreement. Mr. Hartman introduced his partner Susan Ely and the tenants of the Fruitdale Artisanal Meat Company, Justin Brunson and Eric Clayman. Mr. Hartman had been working with Mr. Clayman on other restaurant projects and mentioned he was looking for a wholesale butcher facility to provide meat to their custom restaurants as well as Housing Authority Minutes September 22, 2015 other restaurants in the area. Mr. Hartman told Mr. Clayman and Mr. Brunson about the Fruitdale building. After touring the site, the fit for them, on a scale of 1-10, was a 12. Mr. Clayman stated the part of the project that he and Mr. Brunson are interested in is the 1950's addition to the school. To be a USDA meat processing business they need to have refrigeration. The kitchen will be the cook room, the cafeteria will be the raw room and the gym will become the cooler and the dry -aging room. The vision for the business is to develop a local meat processing business and to source everything from Colorado. Mr. Brunson, who has been a chef for 17 years is self-taught on curing meats and wants to teach others the dying art. He is excited that Fruitdale can become a school once more with apprentices coming in to learn. Mr. Harman stated that the educational side to this project is great especially with the prospect of partnering with Warren Tech and Johnson Wales University. The project will also have a great artisanal feel and he wants to propose that the manager of the meat market live in one of the apartments on the site as well as there be a live/work training existence for the apprentices. Mr. Hartman summarized his presentation from the Agenda stating this project is a viable economic reuse plan and the redevelopment total cost is approximately $6 million and there will be a $640,000 gap funding for the city, but he also presented a variety of potential ways for the city to fund this $640,000. They included, but are not limited to: affordable housing unit subsidy, community event space subsidy, job creation subsidy, Business Development Zone sales tax give -back or ESTIP, and subsidy for Jeffco shared parking. Mr. Hartman stated that in the end we will be able to give back to the community when this project is complete. Ms. Thompson stated she really likes the project and the preservation of the Fruitdale building and entertained any questions or comments. Ms. Langworthy would like to know the time frame for seeing the benefits from the economic development from the meat company. Mr. Clayman stated 1/3 of the meat company business will sell meats to their restaurants, 1/3 will sell to other restaurants and 1/3will be a charcuterie to sell to the public and mail order. Justin added that the drying process can take 6months to a year, but we will also have fresh sausages and ground beef to sell. He stated that their business plan starts humbly and they really want to show what they can do. Housing Authority Minutes September 22, 2015 Mr. Hartman stated that there is a vacancy allowance in the numbers and the sales volume will happen in 2017. Mr. Johnstone stated that the city plans to use good standard practices and get a third party to look at the numbers in the deal. The city want to make sure the deal is good fundamentally for the city and Housing Authority. Mr. Abbott asked if the meat processing part of the building, because of USDA requirement, is a building inside a building and if all the equipment that is being added to the building could be re -used elsewhere. Mr. Hartman stated confirmed all equipment could be re -used. Mr. Brunson and Mr. Clayman stated that the kitchen is not changing and they will be building large walk in freezers in the gym and adding drying rooms as well. The windows will stay on outside walls and insulated walls will be added on the interior. There was also more discussion by Ms. Thompson with regards to the importance of the meat processing company to the community and she has seen it first hand through friends in Wyoming who had a similar business. Mr. Abbott reiterated how important he thought the business was as atrade and likes the connection with Warren Tech and Johnson Wales University. Ms. Thompson thought it is great the meat company will have a link to local restaurants and Mr. Harr wanted to know why there would not be a restaurant at this location. Mr. Brunson stated that there should not be a USDA inspector and a restaurant together at the same location. Mr. Hartman added that there may be one day permits for a sausage cart or special events such as a harvest dinner. Ms. Walter questioned the funding for Phase 1 and possible Phase 2. Mr. Hartman stated the funding is there and Ms. Mikulak added an application has been submitted to the EPA to approve the use of the City's Brownfield grant funding and she is waiting to hear back from them. Talk then started about the buildings themselves and the plans for the exterior. Mr. Hartman said the old school will be front and center with the old cottage being torn down and other building being painted brown. Solar panels will be on the canopy and some trees will be replaced. Ms. Mikulak added that a possible grant from the Historical Fund could dictate some of those entities. Mr. Hartman stated there are ten, two level apartments proposed, six on the backside of the building and four on the front. Eight of these units will be one bedroom apartments and two will be two bedroom apartments. A lot of creativity will be used Housing Authority Minutes September 22, 2015 for the space that is currently there. Also, there will be two apartments behind the meat company for the store manager and apprentice. Ms. Langworthy wanted to know if there will be both affordable and market rate housing within this project. Mr. Hartman believed there would be and Ms. Mikulak confirmed there should be an ideal mix of mixed income tenants for this project. After a meeting with the Jefferson County Community Development, who manage the CDBG and Home funds; Home funds are intended for the creation of new affordable units and will be better to tap than CDBG which is not an appropriate source because of the mixed housing we want for this project. Mr. Johnstone added that by deed restrictions there will be floating numbers as to how many units will be affordable and how many will be market rate. He also stated that by using Home funds we will move closer to our goal of filling the gap. Mr. Harr asked Mr. Hartman if HEI will own, manage and maintain the apartments. Mr. Hartman replied yes, but stated they may also contract out the property management. If we do, we want to find a good community manager. Mr. Harr also wanted to know if there is enough parking on the site. Mr. Hartman stated they have 5lspaces, which is more than is required. Also, there is easy access to the bus and Goldline. Ms. Langworthy still had concerns about the finances. Mr. Hartman stated that it is important for them that the finances work fairly for everyone involved. His hopes are to share the payback funds, but to get the initial funding we have to solve the gap. Ms. Mikulak stated the gap in Pro forma is closer to $lmillion, but if Housing Authority makes the decision to sell the land to HEI for a nominal fee of $10 the gap is then closer to $640,000. Mr. Johnstone stated there is no guarantee in payback funds, but we have a good project here and there are sources such as Home funds, tax credits and grants to help out. Ms. Langworthy wants to know what the Housing Authority is willing to accept as a cost and what are we going to ask City Council for. Ms. Thompson knows the Housing Authority has not always broken even and wants to know Ms. Mikulak's take on the Home aspect of the project. Ms. Mikulak stated that on the last two we have lost $15,000-$20,000. Subsidizing residential units sounds logical and we are trying to figure out if having a developer partnership makes sense, but there is not a magical number to give to the city yet. Housing Authority Minutes September 22, 2015 Ms. Langworthy crunched some numbers and is wondering if we have $200,000 to subsidize and get some of that back. Mr. Harr wanted to know how much the Housing Authority has put into the building so far. Ms. Mikulak stated $295,000 so far; this includes the money we put up for the matching component for State Historical Fund grants. Mr. Abbott feels like the Housing Authority is an equity partner on this project and thinks it fits, and should partner with the developer for the residential component. He stated we may not get a check every month, but feels we will get our income back in different ways. Mr. Harr stated that his hesitation is looking at the numbers put into the $295,000, because the money is being given to a for profit business. He likes the project and what it will do for the community, but is concerned if we are being responsible with tax dollars. Ms. Thompson agrees the Housing Authority has struggled with the building, but thinks we are getting a lot out of this project. All money aside, we will be getting affordable housing, and educational partnership, a historical component, saving the name of Fruitdale, improvement on 44u' Avenue, an agricultural element and it's a gathering place. I'm troubled by the money, but looking at what we get as a whole, I'm excited, especially excited about the meat company. I see the long term future and how much we can get back from this project Ms. Langworthy stated that we may not get the $295,000 back, but we will save the building. Mr. Johnstone and Ms. Mikulak stated that we will need numbers by the November 1 City Council meeting and we will have a third party advising us. There will also be a reimbursement clause in the development agreement. It was moved by Ms. Langworthy and seconded by Ms. Walter to authorize staff to negotiate and execute a purchase contract with Hartman Ely Investments for the sale of the Fruitdale School property at 10803 W. 44a' Avenue for a purchase price of $10.00 and further to limit closing costs incurred by the Wheat Ridge Housing Authority. Motion carried 5-0 2. Fruitdale School — Next Steps Housing Authority Minutes September 22, 2015 Ms. Mikulak stated that in preparing Fruitdale School for redevelopment, the Housing Authority needs to consider several additional motions: Motion 1 — Land Swap Ms. Mikulak explained that a portion of the Norma Anderson playground is located on the property owned by the Housing Authority. A land swap between the Housing Authority and school district would return the playground to Jeffco Schools and would provide the Fruitdale property with additional land area to the north. It was moved by Ms. Walter and seconded by Mr. Harr to authorize staff to negotiate and execute a land swap with Jefferson County Public Schools conveying the playground portion of the property to the school district and accepting additional vacant land to the north. Motion carried 5-0 Motion 2 — Land Use Entitlements Ms. Mikulak explained that the property has a variety of different zonings on it and will need to be rezoned to Mixed Use -Neighborhood (MU -N) which would allow for residential uses as well as a limited range of commercial and retail uses. Along with rezoning the property it will need to be consolidated through a platting process. The Fruitdale site has never been platted and appears to be comprised of several parcels. The platting will require a surveying company which we are awaiting several quotes, and could cost $15,000. We are looking at an entity that has done a lot of work in the City of Wheat Ridge and is reputable. It was moved by Mr. Abbott and seconded by Ms. Langworthy to authorize staff to submit and process all necessary land use applications on behalf of the Wheat Ridge Housing Authority and further to engage necessary professional services at a cost not to exceed $15,000. Motion carried 5-0 Motion 3 — Deed Restriction/Reverter Clause Ms. Mikulak and Mr. Johnstone explained that when the Fruitdale Property was conveyed in 1883 to the Jefferson County School District, the deed included a reverter clause stating "...the said land hereby conveyed being for school purposes and if at any time the same shall cease to be used for said purposes the land hereby conveyed shall revert to the Grantors, as in their first and former estate." The clause could be a red flag to lenders and the City Attorney has recommended the Housing Authority proceed with a quiet title action; meaning we need to notify any person of interest (family members of the two gentleman who deeded the property in 1883). Once they Housing Authority Minutes September 22, 2015 are properly notified and if no interest in purchasing the property, the reverter clause can be removed by count order. It was moved by Ms. Langworthy and seconded by Mr. Abbott to authorize staff to initiate quiet title action in order to remove the reverter clause and clear title for the Fruitdale School property. Motion carried 5-0 Motion/Consideration 4 - Subsidy Ms. Mikulak stated with reference to the gap funding the staff has engaged a neutral third party to review HEI's pro forma Economic & Planning Systems (EPS) will be providing this review. They City Manager's office has authorized an amount of $5,000 to pay for the first phase of this analysis in an effort to facilitate the redevelopment project. It is appropriate to do a cost share and have the Housing Authority contribute for the second $5,000. It was moved by Ms. Walter and seconded by Mr. Harr to approve payment in an amount not to exceed $5,000 for the services provided by Economic & Planning Systems. Motion carried 5-0 Mr. Johnstone said the he and Ms. Mikulak will be going in front of City Council Study Session October 5 to discuss this redevelopment. Ms. Langworthy stated it would be good to have someone present from the Housing Authority at the City Council meeting on October 5. Mr. Hartman said that after construction and when the facility is operational, which should be by 2017; then roughly two years after that HEI wants to give as much payback to the Housing Authority that we can. Ms. Mikulak stated that EPS can be at the neat meeting to let the Housing Authority know what the deal points are. H. OTHER Ms. Thompson would like to have a thank you meal/get together with Cornerstone. Ms. Mikulak stated she had let Cornerstone know we still want to do dinner but had not committed to a date. Ms. Thompson said we should maybe wait until after the first of the year and Ms. Walter said to look at January 4. Housing Authority Minutes September 22, 2015 Ms. Thompson asked how it would be paid for and Ms. Mikulak stated the Housing Authority budget can cover the cost but it wouldn't look good if tax dollars paid for the dinner at a restaurant so the dinner should be catered in. I. ADJOURNMENT It was moved by Mr. Harr and seconded by Ms. Walter to adjourn the meeting at 6:49 p.m. Motion carried 5-0 Next meeting is a special session scheduled for October 20, 2015. Janice Thompson, Chair Tammy Odean, Recording Secretary Housing Authority Minutes September 22, 2015 .Ao"%hg� WRHA 750129 th Ave. Wheat Ridge, CO 303-335-2896 To: Chair and Members of the Wheat Ridge Housing Authority From: Ken Johnstone, Community Development Directm/WRHA Executive Director Subject: Troutdale School— HE[ Redevelopment Update Date: November20(for November 24 WRHA meeting) Background At the February 24, 2015 meeting of the Wheat Ridge Housing Authority, board members made a motion to provide an exclusive 60 -day due diligence period to Hartman Ely Investments (HEI) for delivery of a refined proposal for the reuse of Fmitdale School. At the April 28, 2015 meeting, the Authority met Jim Hartman and Susan Ely of HEI, as well as Sally Herbert of Altius Farms. HEI presented their refined proposal which included afocus on urban agriculture and utilized a phased approach. At the conclusion of the April 28 meeting, the Authority made a motion to provide an extended due diligence period to HEI with a request for an update in September. At the September 22 meeting HEI and staff presented a modified proposal, which included the re -use of the 1950s structure as an artisanal meat processing facility and to reuse the 1920s building for affordable housing, a retail storefront for the meat company and a community room/educational space. Altius Fars remains a potential phase two part of the project with greenhouses for vertical food production atthe rear of the property During the September meeting, the WRHA authorized staff to proceed on various tasks, including the following: • Negotiate a Purchase and Sale Agreement with HSA. The PSA has been executed and was recorded at the Jefferson County Clerk's office onNovember 6. • Negotiate and execute a land swap with the Jefferson County School District School District staff have received their board's approval to execute such a land swap and terms of the swap have been negotiated at a staff level. The City's Attorney is drafting a land swap agreement, which he anticipates having prepared early in the week of November 23. • Authorize staff to initiatequiet title action to eliminate reverter clause on the property and clean up title. Quiet title action has been initiated by the City Attorney's office with the District Court. • Authorize staff to initiate all necessary land use entitlements and engage professional services in the amount not to exceed $15,000. o Subdivision Plat. A title commitment has been received for both the Fruitdale property and the adjacent school property. A surveyor has been hired and is nearing completion of an improvement survey plat, required to initiate a subdivision plat application o Rezoning. HEI has requested the rezoning process be deferred until such time as a development agreement is executed, which is anticipated in mid-December. Authorize staff to hire Economic and Planning Svstems as athird-partv reviewer of the development pro forma and deal points between HEI, the WRHA and the Citv. We have been actively engaged in meetings with all development partners, including HEI's financial representative, who was being engaged at the time of the September meeting. More discussion of that topic occurs later in this memo. Project Update At the time of the September WRHA meeting and the October 5 City Council study session, we had sufficient information on project financing to understand that the project had a funding "gap" that would need to be filled from a variety of sources, including City and WRHA funds, federal and state tax credits, potential HUD HOME funds, state historical fund grants, etc. It was the understanding that the minimum amount of local subsidy that would be needed to keep the project moving forward was $640,000. The WRHA pledged conceptually to fill $170,000 of that gap. At a study session in October, City Council discussed the potential to fill the remaining $470,000. It was also apparent at that time that both parties needed to bring in consulting services to firm up the details of the pro forma and the public/private aspects of the development deal. Since September, a significant amount of work has been completed by HEI and by staff to better understand the financial feasibility of repurposing the Fruitdale School building. Most of this work has involved review of the development pro forma, project cost estimates and other deal points that will eventually be in a development agreement among Fruitdale School Partners (FSP), the City and the WRHA. The review process has included Patrick Goff, Ken Johnstone, Lauren Mikulak and Steve Art from the City, along with our third party representative, EPS. From the developer side, these negotiations have included HEI, Rocky Mountain Charcuterie and their financial representative, Grant Bennett with Proximity Green consulting. Updated Proposal The basic aspects of the re -development proposal remain unchanged: • Artisanal meat company (Rocky Mountain Charcuterie (RMC)) housed in the 1950s portion of the building • A mix of affordable and market rate housing along with community space in the 1920s building • A phase II involving food production at the rear of the property. 2 • Parking, fruit orchard and outdoor plaza in the front of the building. Some minor refinements to the development program have occurred, including the following: • RMC has continued to refine their business model and have been researching other operators across the country to ensure they have a very strong business model, floor layout, etc. RMC and HEI visited a similar facility in the Boston area in early November that proved to be very educational regarding the layout and equipment needs for the Wheat Ridge facility. • The number of residential units has decreased to 8 affordable and market rate housing units. • The small retail storefront has been modified to a teaching space to expand the mission to have space for training and a potential apprenticeship program. Updated Project Pro Forma (refer to p. 11 of the Redevelopment Summary for a pro forma summary) Over the past 2 months, the project pro forma has been substantially expanded in detail and most importantly has been projected out in time over a period of 15 years, as is typical in analyzing a real estate investment project. Project costs have also been further developed with the use of an architect and general contractor. Project costs estimates have increased, in large part due to the equipment needs of RMC and start-up costs associated with raw meat acquisition. Further work has also occurred in regards to securing additional sources of gap funding sources. • Jefferson County Community Development has provided a preliminary commitment letter for $600,000 in HOME funds over the course of 2016, 2017 and 2018. • Preliminary commitment letters have been provided to sell the Historic Preservation and Solar Power tax credits. • Talks are ongoing with banks that would provide an SBA loan for a portion of project costs. Additional grants will be pursued, but will be undetermined until after a development agreement is proposed to be executed. Based on this better understanding of project costs and project financing over time, the proposed public/private deal structure has changed somewhat. The long term "gap" in the project pro forma continues to be $640,000. However, based on the timing of various aspects of the project pro forma, there is a significant short term need for a bridge loan, which is being asked to be filled by the City and WRHA. The bridge loan need is just under $3,300,000. The developer and project team have proposed that bridge loan could be funded with $400,000 in WRHA reserves and $2,930,000 from the City. All of these amounts would be paid back to the City and WRHA over time, leaving the out of pocket public contribution to the project at $640,000, as follows: • City will be paid back initially in 2017 and 2018 in the amount of approximately $2,100,000 as the developer (FSP) receives $400,000 in HOME funds and $1,693,000 in tax credits. Beginning in year 2021 when the project has stabilized, the City would receive a series of annual payments of $80,000 to make them whole on the loan. • Beginning in 2021, WRHA would receive a series of annual payments of $40,000, making them whole on the $400,000 loan. • In the final year of the loan repayment period both the City and WRHA would receive a final payment representing a lump sum repayment for interest. The rationale for the timing of these repayments is as follows: • City has a need to be re -paid more quickly due to significant costs for the local match portion of the Wadsworth reconstruction project, beginning in 2018/1019. • WRHA during a recent study session came to a general consensus that for the time being, they were not in a position to convert SF homes into owner -occupied affordable housing due the very tight and expensive housing market. As a result, there is no short term identified use for the approximately $645,000 the WRHA currently has in their bank accounts. Public Benefits HEI has provided a general description of the diverse public benefits to be derived through this public/private redevelopment (p. 4 of the Redevelopment Summary). These benefits importantly include the provision of affordable housing, which is at the core of the housing authority's mission. As alluded to in the materials from HEI, we are also considering how we could best leverage this critical investment in the City's historic Fruitdale/Orchard district. The food industry is going through a renaissance in many ways and the two businesses being proposed for the Fruitdale project are emblematic of that renaissance. We think there are significant opportunities to leverage Fruitdale 1.0 into some form of Fruitdale Food Hub 2.0. We are still in the early phases of exploring what that might entail, but are committed to further work toward that goal. Conclusions HEI and RMC remain committed to the project and have continued to expend significant time and money to that end. Their stated desire is to negotiate necessary Development Agreements with the City and WRHA between now and December 15 in order to keep moving forward on this redevelopment effort. RMC remains eager to establish their new business and be at the forefront of this emerging market niche. FSP needs to begin construction on solar panels in order to have those completed in the fall of 2016 and realize approximately $300,000 in solar tax credits and utility company REC payments, which are critical components of the pro forma. Recommended Motion Based on the due diligence that has been completed and the project timeline associated with executing necessary development agreements, staff is recommending the following motion: "I move to authorize staff to negotiate and execute a Development Agreement between Fruitdale School Partners and the WRHA which authorizes a WRHA contribution of $170,000 in cash grant funds and $400,000 in cash loan funds for the purpose of redevelopment of the Fruitdale School property at 10803 W. 44th Avenue for an artisanal meat company, affordable housing and public and educational space. I further move to authorize the Board Chair to execute said Development Agreement on behalf of the full board." 4 Attachments: HEI Fruitdale Redevelopment Summary HEI Fruitdale redevelopment letter of intent HEI Hartman Ely Investments LLC 2120 Bluebell Avenue Boulder CO 80302 720-333-0110 November 19, 2015 Mr. Kenneth Johnstone City of Wheat Ridge Wheat Ridge Housing Authority 7500 West 29"' Avenue Wheat Ridge, CO 80033 Re: Fruitdale School Redevelopment, 10803 West 44" Ave, Wheat Ridge (the "Property") Deal Points Letter for FSP-COWR and FSP-WRHA Development Agreements Dear Ken, I am writing to follow up our recent discussions and send you this letter to outline the various deal points for the Fruitdale School Redevelopment. We understand that these deal points will be the foundation for the Development Agreements between our entity for this property, Fruitdale School Partners LLC (FSP) and the City of Wheat Ridge (COWR), as well as between FSP and the Wheat Ridge Housing Authority (WRHA). This letter updates our September 15, 2015 property purchase LOI and complements the land Purchase and Sale Agreement (PSA) between FSP and WR -HA. We have been working intensively with our entire team over the past several weeks to investigate further details on financing, tax credits and overall costs, per the additional information on the enclosed documents. As you know, this is a very iterative process between cost estimates, pro formas, loan calculations, tax credit depreciation value calculations, etc. However, we feel that the enclosed information is the ideal balance of the main issues and will give you and others on your team a much more complete view of our assumptions, models and projections at this stage. Most importantly, our current proposal will allow this redevelopment to move forward as Phase One of the proposed Fruitdale Food Hub, if everything comes together as planned by December 15, 2015. Once we have this Phase One underway, we look forward to working with you and other key people in Wheat Ridge to create additional Food Hub phases and catalyze further synergistic redevelopment in this part of Wheat Ridge. As a related issue, it is important to note that our team is still in the early stages of analyzing redevelopment scope, costs and schedule and that we reserve the right to change our summary and/or requests herein as further information is available. As we have discussed, there are still three important team members for us to select over the next month: • Our Tax Equity Investor from three finalists, to allow good utilization of the Historic Investment Tax Credits (HITC) and Solar Investment Tax Credit (SITC) that this redevelopment will create. Fruitdale School, Deal Points Letter for Development Agreements Page 1 • Our final Equity Partner from two finalists. • Our main Loan Guarantor. Once we have those team members on board, we will be able to receive a bank loan commitment, verify if it will be possible to reduce the current proposed equity amount to achieve even more leverage and execute the HOME funds contract with Jeffco. Regarding our proposed design for the redevelopment, please note that some items have changed as shown by the enclosed drawings, in an effort to reduce cost, increase revenue and improve process flow efficiency: • There are fewer Second Floor apartments (the base design of all those apartments have been revised from multi-level to single level), producing 8 total apartments instead of 13. • The meat retail store has been revised to a Charcuterie School. • The Fruitdale Orchard will be created with donated fruit trees. • The layout for the meat production facility, Rocky Mountain Charcuterie (RMC), has been revised for better process flow. This revision results from detailed discussions with our potential operational partner, New England Charcuterie (NEC) regarding their two similar facilities that we visited last week near Boston. The important deal points for the Development Agreements noted above are: 1. Entitv Structure: 1.1 Hartman Ely Investments (HEI), RMC and another equity investor/loan guarantor(s) will be the Equity Members of FSP. 1.2 The COWR will be a Passive Member of that entity (1% or some other membership level as required by further conversations with the Jefferson County Assessor), in order to maintain the $0 property tax scenario noted below. 1.3 FSP will own and operate the Property in accordance with the requirements of the PSA and the Development Agreements. 1.4 RMC will be the Tenant for the main commercial business in the Property and will own/operate that business. 2. COWR/WRHA Assistance: 2.1 To assist with the financial feasibility of the overall redevelopment, the COWR and WHRA will provide a total grant of $640,000 ("Total Grant') to FSP. The Total Grant will be paid to FSP as noted in item 3 below. Fruitdale School, Deal Points Letter for Development Agreements Page 2 2.2 In addition to the $640,000 the COWR and WRHA will provide low-interest, economic development bridge loans that total $3,293,000 ("Total Loan') to FSP. Most of the Total Loan (approximately $2,093,000) will be paid back by 2019 as your team has requested in our recent meetings. Our initial loan payments will be funded by the anticipated $400,000 of HOME funds and the anticipated tax equity funds of approximately $1,693,000, within 30 days of FSP receiving those payments. The remaining $1,200,000 of the Total Loan will be -repaid between 2021 and 2030, with an annual loan payment that is funded by a portion of RMC's operational profit. If the actual net tax equity funds received are less than the $1,693,000 noted above, the remaining amount of the Total Loan would be re -paid from a portion of additional RMC profit in 2031. FSP will also pay COWR/WRHA interest on the Total Loan. That interest will be a one-time payment of $120,000 from RMC operational profit in 2031 or 2032, after the Total Loan is re -paid. 2.3 A summary of important issues related to the proposed grant and loan is: 2.3.1 Please refer to the enclosed items for additional financial details: • Pro forma from our Financial Consultant (Proximity Green). Construction cost estimate from our Contractor (Growling Bear) and design services proposal from our Architect (The Abo Group). 2.3.2 As part of our HITC/SITC tax analysis over the past several weeks, we have checked with numerous potential tax equity investors. Although many potential investors have declined to be the Tax Equity Investor in this project, primarily due to Fruitdale's small deal size, we are negotiating with three finalists that are all interested: • Clocktower Tax Credits • Enhanced Capital • MacRostie Historic Advisors 2.3.3 As a related issue, we are including $600,000 of HOME funds from the Jefferson County Community Development agency as an additional subsidy to make this redevelopment feasible. Per our recent discussions with that agency's staff, we have included $200,000 of those funds being paid to FSP by the time that we purchase the property in mid -2016 and the remaining $400,000 in 2017/2018. Please note, if the remaining $400,000 of HOME funds does not become available, it will take longer for the Total Loan to be re -paid. 2.3.4 Although other potential funding sources are possible (a State Historic Fund grant and/or a grant from the Temple Buell Foundation), we are not able to count on those funds at this point, as part of qualifying for our proposed construction financing. However, we will diligently pursue applying for those grants if the redevelopment moves forward. Fruitdale School, Deal Points Letter for Development Agreements Page 3 2.3.5 As a result, the Fruitdale School Redevelopment will be impossible to implement without the COWR and WIIRA funds noted above, as well as the additional assistance items noted below. 2.4 The COWR/WRHA grant and loan will be paid to FSP as FSP implements the redevelopment, as follows: 2.4.1 Initial payments totaling 20% of the Total Grant and Total Loan on the Closing date when FSP purchases the Property from WMA. 2.4.2 Six (6) progress payments with each payment totaling an additional 10% of the Total Grant and Total Loan each month as FSP implements the redevelopment, concurrent with FSP's monthly payments to our Contractor. 2.4.3 A final payment totaling 20% of the Total Grant and Total Loan when FSP achieves Substantial Completion for the redevelopment of the Property. 2.4.4 FSP will provide a written invoice to both COWR and WMA for each of their payments. COWR and WRHA will make payment within 30 days of each invoice date. 2.5 The COWR will be a Passive Member of the FSP entity as noted above, so that there is no on-going property tax cost for the Property. The general rationale for no property taxation is that we are providing significant public benefits: • Community event/education space • Affordable housing units • Shared parking with the Jefferson County School District's adjacent preschool • RMC -provided community education benefits through their butchery classes, charcuterie school, an apprenticeship program with local schools (primarily Warren Tech) and a proposed scholarship program with Johnson and Wales University's nationally renowned culinary school. Fruitdale School, Deal Points Letter for Development Agreements Page 4 • Several innovative energy solutions, to reduce long-term operational costs. These innovative solutions will be highlighted on our Fruitdale School website and identified to people that visit and work at this property, providing additional community education benefits. • A free electric vehicle charging station As a Passive Member, the COWR would have: • No liability for FSP operations. • Limited participation in cost, profit or loss from redevelopment and operation of the Property, as stated in the Development Agreement. • No voting rights within the FSP entity. • The right for COWR, WRHA or another public or community group(s) to use the public space within the redeveloped Property for community events a maximum of four (4) times per month for $0 space rental cost, at mutually agreeable times. The public space is shown on the enclosed drawings. Any direct cost or expense to hold a community event would be the responsibility of the event sponsor. Examples of such costs or expenses include but are not limited to staffing, food, drinks, permits, security service, copies, weather protection, etc. 2.6 The WRHA will provide land swap efforts with the Jefferson County School District (Jeffco) to create a Plat for one larger parcel of approximately 1.5 acres ("Combined Parcel') that combines the current WRHA property with Land Swap Area # 1 as shown by the enclosed drawings, with one Combined Parcel fee simple title for us to purchase. Per our October 8, 2015 meeting with you and Jeffco Staff, we understand that Land Swap Area #2 may need to have an easement(s) to yield the net size of that parcel shown by the enclosed drawings. The land swap would be completed at no cost to FSP and as soon as possible but no later than December 31, 2015. The Plat would ideally also include a site survey with existing buildings located, the potential future pre-school addition shown, and, grading/utilities information. HEI is willing to contribute to the additional cost of putting grading/utility information on the Plat, since that information is in addition to the effort required to accomplish the land swap. Please let us know an estimate for that additional cost. 2.7 The WRHA will remove the current school deed restriction/reverter clause from the Property at no cost to FSP as soon as possible but no later than March 1, 2016, in order not to hinder our applications for grants, financing, etc. 2.8 The COWR will re -zone the property to an MU -N zone lot at no cost to FSP by April 1, 2016. 2.9 The WMA will provide an environmental Phase I report by December 17, 2015 (and a Phase II report in early 2016 if deemed necessary by the results of the Phase I report). Fruitdale School, Deal Points Letter for Development Agreements Page 5 2.10 The COWR will waive all City building permit and building inspection costs/fees, for the initial redevelopment and any future renovations of the Property. 3. Potential Grant Repavment: FSP will investigate other potential funding sources that will help reimburse some of the $640,000 Total Grant noted in item 2.1 above (State Historical Fund, Temple Buell Foundation and miscellaneous other potential grants). The COWR and WRHA will provide mutually agreeable, appropriate assistance for applications to try and obtain that potential funding. As any additional grant revenue is received, we propose to split that additional grant revenue ("Repayment Amounts") with the COWR/WRHA in a mutually agreeable way: 3.1 The COWRW RHA portion of any further Repayment Amounts would be 75% of the actual additional net grant revenue, in trade for the providing the Total Grant and Total Loan to allow this redevelopment to move forward. 3.2 FSP would receive 25% of any additional net grant revenue, as an incentive to identify, apply for and receive that additional potential funding. 3.3 Net revenue for this potential additional grant funding is defined as gross revenue minus ESP's reasonable expenses to secure that gross revenue. Those expenses could include but are not necessarily limited to professional services, consulting fees, travel expenses, copies, etc. 3.4 The COWR/WRHA portion of any Repayment Amounts would not be distributable until after the FSP Equity Members achieve at least their projected cash -on -cash return shown by the final, mutually -agreeable version of our pro forma when FSP purchases the Property. 3.5 The COWR/WRHA portion would be capped at a maximum of the Total Grant and have a mutually agreeable "sunset date" of two (2) years after the date of Substantial Completion, after which the COWR/WRHA would no longer have a right for reimbursement. 4. Schedule: We propose the following implementation milestones to achieve this redevelopment: Execution of Development Agreements and start of detailed design by December 15, 2015. • Completion of land swap, re -zoning and deed restriction removal, per the milestone dates noted above. • Receipt of building permit by July 6, 2016. Fruitdale School, Deal Points Letter for Development Agreements Page 6 Completion of the solar power system by October 1, 2016 (to comply with the terms of the Xcel Energy RECs contract). • Substantial Completion of the redevelopment by February 15, 2017. Please refer to the enclosed schedule for details. Please note that it is very important to start the detailed design of this redevelopment on the schedule noted above, so that our team can achieve: • Timely USDA approval of RMC's license. The Xcel Energy solar power Renewable Energy Certificate (REQ benefits noted herein (the estimated value of those RECs over 20 years is approximately $170,000). 5. Miscellaneous issues: 5.1 The property will be deed restricted to prohibit the growing and production of marijuana or other controlled substances by FSP and all future owners of the site. FSP will also prohibit loud noises and release of particulates or dust as part of the growing and production process. 5.2 As part of ESP's potential future building construction on Land Swap Area # 1 north of the existing building, FSP would construct and pay for the shared access road and fire hydrant at the NW corner of the property as required by the Arvada Fire District and generally as shown by the enclosed drawings. The Jefferson County School District (Jeffco), FSP and ESP's tenants/agents/visitors, emergency vehicles and any future owner(s) of the Fruitdale School property will be able to use that access road in perpetuity via a shared access easement. Jeffco will allow construction of the access road and hammerhead turnaround on Jeffco's property (conforming to Jeffco's standards for construction). If Jeffco constructs their potential addition to the adjacent Norma Anderson Pre -School prior to FSP doing potential future building construction on Land Swap Area #L Jeffco would construct and pay for the shared access road and hydrant noted above. 5.3 With mutually agreeable prior notice, Jeffco may use the proposed Fruitdale School parking lot for overflow parking events held at the adjacent Pre -School. Jeffco will also allow some mutually agreeable use of the Pre -School parking area for overflow parking during Fruitdale School events when the Pre -School parking area is not being used for Jeffco operations. 5.4 FSP will erect and maintain a 6 -foot tall chain link fence between Pre -School property and the newly defined Fruitdale School property, in the general location shown by Exhibit A. Fencing shall comply with Jeffco standards — fence height and final location to be determined. Fruitdale School, Deal Points Letter for Development Agreements Page 7 Please let me know if you have any questions or comments on this letter. We look forward to working with the COWR, WRHA, Jeffco, the surrounding community and the rest of our redevelopment team to make the revitalization of the Fruitdale School a resounding success for everyone involved. Sincerely, HARTMAN ELY INVESTMENTS LLC James Hartman Manager Encl: Redevelopment Summary dated 11/19/15 Proximity Green pro forma dated 11/14/15 Growling Bear construction cost estimate dated 11/2/15 The Abo Group design services proposal dated 10/27/15 Redevelopment Schedule dated 11/14/15 Fruitdale School, Deal Points Letter for Development Agreements Page 8 Fruitdale School Redevelopment Summary Hartman Ely Investments, creating sustafnab�e November 19, 2015 Hartman Ely Investments: • Adaptive re -use and historic building specialists for 35 years • 100% involvement of our business owners with the team for each project • Limited number of hand-crafted projects each year • Our process: A patient search for the best solution (lots of analysis/test fits) Odd Fellows Hall (before) - all _F�# E h. Odd Fellows Office/Retail (after) Jim Hartman, Project Architect, previous firm Courtyard Hotel (before, as Joslin's Dept Store) Courtyard Marriott Hotel Downtown Denver (after) Jim Hartman, Project Architect & Development Manager, previous firms Fruitdale School, Hartman Ely Investments LLC Hartman Ely Investments: Lowry Steam Plant (before) Solar power Revitalized 1939 historic building Five new neighborhood restaurants Hangar 2, Aerial Photo of Site (before) Steam Plant Lofts (after) HEI, in partnership with Harvard Communities Hangar 2 (after) Googleearth —1 �rersl mo Hangar 2 Lowry, Aerial Photo of Site (after) HEI, in partnership with Larimer Associates Fruitdale School, Hartman Ely Investments LLC Key Issues, Fruitdale School Redevelopment: • Public Benefits From Redevelopment: ✓ Revitalize vacant historic property with $6,300,000 project ✓ Create a successful public/private partnership to serve as the economic development catalyst for 44' Avenue and this area of Wheat Ridge (Phase One of Fruitdale Food Hub) ✓ Job creation and additional sales tax revenue ✓ Well-designed, energy efficient apartments (affordable and market -rate) ✓ Community education/event space (apprenticeship programs with local schools, continuing education classes, Veteran's re-training, farm -to -table dinners, wedding receptions, potential Ridgefest 2017 site) ✓ Partnership with Jefferson County School District ✓ Shared parking with adjacent preschool ✓ Restore exterior of National Register historic building Fruitdale School, 4 Hartman Ely Investments LLC Redevelopment Features: 1. Revitalize a key historic landmark and site. 2. Start an important local foods business, Phase One of Fruitdale Food Hub: Rocky Mountain Charcuterie (primarily wholesale sales). 3. Create 8 well-designed affordable and market rate apartments. 4. Give the Wheat Ridge Community flexible, indoor/outdoor space for public meetings/events. 5. Implement innovative energy and sustainable solutions in all parts of the property (solar power, energy storage, energy efficiency, daylighting, super -insulation, EV charging, Fruitdale Orchard and edible landscaping). aaN pace \ Proposed Site Plan Artist's Rendering of Proposed Redevelopment Fruitdale School, 5 Hartman Ely Investments LLC; �• r � Proposed Site Plan Artist's Rendering of Proposed Redevelopment Fruitdale School, 5 Hartman Ely Investments LLC; �• T eAaro.. t rdmsa.drvn� n a uc ,. ro. ,.. � �. Wat"th Avenue Proposed Site Plan Artist's Rendering of Proposed Redevelopment Fruitdale School, 5 Hartman Ely Investments LLC; Rockv Mountain Charcuterie: Y 3 New England Charcuterie, Waltham, Massachusetts - Similar Business and Potential Partner cru.- [PtPai i L aL.aFQ ray„ 9OCiK1(' MbvNTAIN t .Gr9i Q-1 - f`1`�n1r'7 6z '/16"- 1_dr� it '1\R -"Q �- nm Rocky Mountain Charcuterie, Floor Plan .4 SIMIN Ma L 5144 - z LaA� DdG K "'? er Local Owners of Rocky Mountain Charcuterie— Eric Clayman and Chef Justin Brunson hoLnR PnN Ls -v P..«IN,� �d9e+40R H� -r TO om �. III=��C11 (S`JGMVTYI:M t'�tiM.wmu>=IJV=111 rimTs�I�4 z 1 �Or'iK-Y M!1(�N.71�If� Gl�1RGUT �I --_ONESING 5�G-rIe �� I/1c"=II o° r— �--1 }1Di2,rAaal Y ARc.+ Ir�.�rVfz� 0' a' 10 Rocky Mountain Charcuterie, Building Section Fruitdale School, Hartman Ely Investments LLC; 11•f5,W •�_ , .j IALSVLtkT�A 1 L�tii J Q laf lot UPW10 OR k 1-Iy2 WInLDou7 OR 1 a, Y 3 New England Charcuterie, Waltham, Massachusetts - Similar Business and Potential Partner cru.- [PtPai i L aL.aFQ ray„ 9OCiK1(' MbvNTAIN t .Gr9i Q-1 - f`1`�n1r'7 6z '/16"- 1_dr� it '1\R -"Q �- nm Rocky Mountain Charcuterie, Floor Plan .4 SIMIN Ma L 5144 - z LaA� DdG K "'? er Local Owners of Rocky Mountain Charcuterie— Eric Clayman and Chef Justin Brunson hoLnR PnN Ls -v P..«IN,� �d9e+40R H� -r TO om �. III=��C11 (S`JGMVTYI:M t'�tiM.wmu>=IJV=111 rimTs�I�4 z 1 �Or'iK-Y M!1(�N.71�If� Gl�1RGUT �I --_ONESING 5�G-rIe �� I/1c"=II o° r— �--1 }1Di2,rAaal Y ARc.+ Ir�.�rVfz� 0' a' 10 Rocky Mountain Charcuterie, Building Section Fruitdale School, Hartman Ely Investments LLC; 11•f5,W ■ 4' Bim! �<£.� a ■ ).± lion Well-designed single level apartments: Example: Single level residential space at HEI's award-winning Steam Plant Lofts property, Lowry Typical Apartment Sizes: • Apartment 1: 550 SF • Apartment 2: 575 SF • Apartment 3: 715 SF • Apartments 4,6: 650 SF • Apartment 5: 625 SF • Apartments 7, 8: 575 SF Proposed single -level apartments and community space at Fruitdale Fruitdale School, Hartman Ely Investments LLC; Flexible Space for Community Events: Indoorioutdoor space for Community Events, Farm -To -Table Dinners, Site and First Floor Plan Meetings and Local Foods Classes Fruitdale School, Hartman Ely Investments LLC; Innovative Energy Solutions: Largest building -Integrated solar power array in the nation on an historic landmark (over 2,100 solar panels) -- Examples: Solar power and electric vehicle charaina at HEI's award-winnina Hanaar 2 property: 2015 Urban Land Institute's Innovative Project of the Year land other awards) .�, a5^ 40yaR P�N�L6-V�R1PY. Gna+zar��L&rC>°rNN�u�i //�� ,(' , amu/ dPd�lub �.aW�uori ro Com) a-o�- /WLLYL St MIN P•M6�L SIGN �/ I/16°-II-D�� f•---�---� '}{aR�nant ��'i 1>iRcN-iT7=GY�12� I .fl'�5�'I$ Solar power for Rocky Mountain Charcuterie 1KC FI pjlip V -P -t t1ED TOm-L -. F,f/'T Fo0. W --AF, 1171E 1TY 41NEh - NLIGHT 1915'-0"3 50t.+AR PANY�1h Nr 4K 10 �-7 6F q"a bT LAt. E 1 SooP�� '1$l.� 60. bIDE of Wy,V� D Hr' g �KwG 30° -PROOF (e) Fb4znfs�T - ugacwr 1414''6"` CFS wlNDow P#• CsJyR e� F�wmu - t3 -r—O, t— J fF0.t2TMW SLY 4tecu rl£c'!V RE 11.0 15 " I Solar power and daylighting for apartments Fruitdale School, Hartman Ely Investments LLC L�)Srw P 13 SEDT I OP.I STPIP�%sKYI-t(>hFT A5 X?-- 'o" we' 15 Daylighting at historic stairs Pro Forma Summary: Confidential Commercial and Financial Information -Exempt From Public Disclosure in Accordance with the Colorado Public Records Act Fruitdale School Redevelopment - Hartman Ely Investments Sources and Uses, Income Tax Credit Calculations Gross Building 14,000 sf Net Rentable 11,145 sf Uses Item Budget %Total Cort GSF Cost/NSF Site acquisition & closing costs $ 10 0.091. $ 0.00 $ 0.00 Design & support professionals 5 377,500 6.0% $ 26.96 $ 33.87 Permits & Fees $ 414,946 6.6% $ 29.64 $ 37.23 Developer expenses & fee $ 225,So0 3.6% $ 16.11 $ 20.23 Soft cost contingency $ 122,153 1.9% $ 8.73 $ 10.96 Hard costs $ 4,129,867 65.3% $ 294.99 $ 37056 Hard cast contingency $ 411,487 6.5% $ 29.39 $ 36.92 BMC working capital $ 500,000 7.9% $ 35.71 $ 44.86 Financing Costs $ 140,313 2.2% $ 10.02 $ 12.59 Total Development Budget $ 6,321,776 100.0% $ 451.56 $ 567.23 Sources- Initial sources used to fund construction & development Initial Funding Item Future amounts Amount %T.tal Notes Subsidies City of Wheat Ridge $ 470,000 7.4% Wheat Ridge Housing Authority $ 170,000 2.7% HOME funds - Jefferson County $ 400,000 $ 200'00 3.2% future funds benefit operational cashflow Enterprise Zone Equipment Tax Credit -Jefferson County $ 37,086 $ - benefits operational cashflow State Historical Fund grant $ - 0.0% Temple Buell grant $ - 0.0% Tax CreditAmounM 85% benefit Tax Credit Investor funding - Historic $ 1,578,640 Tax Credit Investor funding -Solar $ 114,678 85% of Historic and Solar Tax Credit amount, $ 1,693,318 HRC and SRC funds benefit project after construction Patient Capital City of Wheat Ridge -patient capital $ 2,893,318 45.8% " Wheat Ridge Housing Authority -patient capital $ 400,000 6.3% Subtmal Subsidies & Patient Caplmi $ 4,133,318 Debt is Equity SBA Loan $ 1,556,280 24.6% Equity $ 632,178 10.0% Total Funding Sources $ 6,321,776 100.0 % Income Tax Credits- Historic (HITC), Solar (SRC), and Enterprise Zone (EZEITC) Qualifying Costs Tax Credits Notes Federal Solar Income Tom Credit Qualifying Costs $ 449,718 SITC value (30% of qualifying costs) $ 13,915 Federal Himadit Income Tax Credit Qualifying Costs $ 4,286,119 HRC value (20% of qualifying costs) $ 857,224 State Historicc Income Tax Cred/t (cap of $1,009,000 applles) Qualifying Costs $ 4,286,119 HRC value (30% of qualifying costs with $2M cap) $ 600,000 Qualifying Costs $ 2,286,119 HRC value (20% of remaining qualifying costs with $2M cap) $ 400,000 Subtotal Federal Solar&Historic and State Historic Income Tax Credits $ 1,992,139 Fruitdale School, 11 Hartman Ely Investments LLC Schedule: Fruitdale School, 12 Hartman Ely Investments LLC �ww,�mmre.x , ...xax„s wxw�r„ s �,~ww�w�embw m.xm�xnP.xr,�nrow�k�.+Me e,w ww,w,w,s w.�,a,nx a ,�F., w�+mw�wwr.w,.rexmew,m,'� xo w.xvane ww Pw�,vv,Rw. cwM ry. 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Wheat Ridge Housing Authority approves $170,000 subsidy and $400,000 economic development bridge loan as described by the HEI -Authority Development Agreement. 2. City approves $470,000 subsidy, $2,893,000 economic development bridge loan and overall public/private partnership details as described by the HEI -City Development Agreement. 3. HEI secures last equity partner and loan guarantor. 4. Execute Development Agreements & Partnership Agreements in December/January. 5. Implement public outreach program in January 2016. 6. Begin detailed design & construction lender/tax equity partner selection in January 2016. 7. Complete project in early 2017 (completion of solar power system in late 2016). 8. Finalize potential gap funding reduction/repayment. (preliminary commitments from Jeffco Community Development & tax credit investors) Rr� Fruitdale School, 13 Hartman Ely Investments LLC