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$42,105,000 Wheat Ridge Urban Renewal Authority dba Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds
$42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 CLOSING INDEX Date and Time of Closing: November 9, 2021 - 9:00 a.m. Basic Documents 1. Bond Resolution 2. Indenture of Trust 3. Cooperation Agreement 4. Preliminary Official Statement 5. Sale Certificate 6. Bond Purchase Agreement 7. Final Official Statement 8. Rating Letter 9. Continuing Disclosure Certificate 10. DTC Blanket Letter of Representations 11. Delivery Certificate and Cross-Receipt To be delivered by the Authority 12. Notice of Prepayment of 2018 Loan 13. Omnibus Certificate of the Authority Exhibit A – City Ordinance Establishing Authority Exhibit B – Certificate of Commissioners Regarding Establishment of WRURA Exhibit C – City Resolution Establishing Urban Renewal Area Exhibit D – City Resolutions approving Urban Renewal Plan, including Resolutions approving First Amendment, Second Amendment and a Substantial Modification Exhibit E – Urban Renewal Plan, including First Amendment, Second Amendment and a Substantial Modification Exhibit F – Bylaws Exhibit G – Specimen Bonds Exhibit H – Facsimile Signature Certificates 14. Authority Representative Certificate 15. Tax Compliance and No Arbitrage Certificate 16. Form 8038-G with evidence of filing - 2 - 61074269.v4 17. Post Issuance Compliance Procedures 18. Requisition from Costs of Issuance Fund 19. Consent from Market Study Preparers 20. Consent from Financial Forecast Preparer To be delivered by City 21. Replenishment Resolution 22. Omnibus Certificate of City To be delivered by the Underwriter 23. Certificate of the Underwriter Exhibit A – Sources and Uses of Funds 24. Issue Price Certificate 25. Closing Memorandum To be delivered by Trustee 26. Certificate of Trustee Opinions 27. Opinion of Butler Snow LLP, as Bond Counsel 28. Reliance Letter of Bond Counsel to Underwriter 29. Reliance Letter of Bond Counsel to Trustee 30. Supplemental Opinion of Butler Snow LLP, as Bond Counsel 31. Letter of Butler Snow LLP, as Special Counsel 32. Reliance Letter of Butler Snow, as Special Counsel 33. Opinion of Sherman & Howard, L.L.C., as counsel to the Underwriter 34. Opinion of Attorney to the Authority 35. Opinion of City Attorney Complete transcripts of all closing documents will be furnished to the following parties: Wheat Ridge Urban Renewal Authority City of Wheat Ridge, Colorado City Attorney Hoffmann, Parker, Wilson & Carberry, P.C. BOKF, N.A. Piper Sandler Sherman & Howard, L.L.C. Butler Snow LLP EXHIBIT A BOND RESOLUTION Execution Copy INDENTURE OF TRUST between WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE and BOKF, N.A., as Trustee authorizing $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 Dated as of November 9, 2021 -i- TABLE OF CONTENTS Page ARTICLE I DEFINITIONS ........................................................................................................... 4 ARTICLE II THE BONDS ........................................................................................................... 12 Section 2.01 Authorized Amount of Bonds; Supplemental Act. ....................................... 12 Section 2.02 Bond Details. ................................................................................................. 12 Section 2.03 Execution; Limited Obligation; Use of Proceeds of Series 2021 Bonds. ..... 14 Section 2.04 Authentication. .............................................................................................. 15 Section 2.05 Form of Series 2021 Bonds. .......................................................................... 15 Section 2.06 Delivery of Series 2021 Bonds. .................................................................... 15 Section 2.07 Mutilated, Lost, Stolen or Destroyed Bonds. ................................................ 16 Section 2.08 Registration and Exchange of Bonds; Persons Treated as Owners. ............. 16 Section 2.09 Destruction of Bonds. ................................................................................... 17 Section 2.10 Book-Entry-Only System. ............................................................................. 17 Section 2.11 Payments and Notices to Cede & Co. ........................................................... 18 Section 2.12 Additional Bonds and Subordinate Obligations............................................ 19 ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY ........................................... 20 Section 3.01 Redemption Dates and Prices. ...................................................................... 20 Section 3.02 Notice of Redemption. .................................................................................. 21 Section 3.03 Redemption Payments. ................................................................................. 21 Section 3.04 Cancellation. ................................................................................................. 21 Section 3.05 Partial Redemption of Bonds. ....................................................................... 21 ARTICLE IV REVENUES AND FUNDS ................................................................................... 21 Section 4.01 Source of Payment of Bonds; Irrevocable Pledge. ....................................... 21 Section 4.02 Creation of Funds. ......................................................................................... 22 Section 4.03 Custody of Funds. ......................................................................................... 23 Section 4.04 Revenue Fund. .............................................................................................. 23 Section 4.05 Bond Fund. .................................................................................................... 24 Section 4.06 Reserve Fund. ............................................................................................... 25 Section 4.07 2021 Costs of Issuance Fund. ....................................................................... 26 Section 4.08 Nonpresentment of Bonds. ............................................................................ 26 Section 4.9 Moneys to Be Held in Trust. ......................................................................... 27 Section 4.10 Excesses in Trust Funds. ............................................................................... 27 Section 4.11 Rebate Fund. ................................................................................................. 27 Section 4.12 Budget and Appropriation of Sums. ............................................................. 27 ARTICLE V GENERAL COVENANTS ..................................................................................... 28 Section 5.01 Payment of Principal, Premium, if Any, and Interest. .................................. 28 Section 5.02 Performance of Covenants; Authority. ......................................................... 28 Section 5.03 Instruments of Further Assurance. ................................................................ 28 Section 5.04 Inspection of Records. .................................................................................. 28 Section 5.05 List of Owners. .............................................................................................. 29 Section 5.06 Amendment to Plan, Compliance with Cooperation Agreement .................. 29 Section 5.07 Use of Proceeds. ............................................................................................ 29 Section 5.08 Books and Accounts; Financial Statements. ................................................. 29 ii Section 5.09 Protection of Security and Rights of Owners ............................................... 29 Section 5.10 Tax Covenant. ............................................................................................... 30 Section 5.11 Maintenance of Existence. ............................................................................ 30 Section 5.12 Representations and Warranties of the Authority. ........................................ 30 Section 5.13 Compliance with Continuing Disclosure Certificate. ................................... 31 ARTICLE VI INVESTMENT OF MONEYS SECTION ............................................................ 31 Section 6.01 Investment of Moneys. .................................................................................. 31 ARTICLE VII DISCHARGE OF LIEN AND DEFEASANCE OF BONDS .............................. 33 Section 7.01 Discharge of Lien and Defeasance of Bonds. ............................................... 33 ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND OWNERS ...................................................................................................................................... 34 Section 8.01 Defaults; Events of Default. .......................................................................... 34 Section 8.02 Remedies, Rights of Owners. ........................................................................ 34 Section 8.03 Right of Owners to Direct Proceedings. ....................................................... 35 Section 8.04 Appointment of Receivers. ........................................................................... 35 Section 8.05 Waiver. .......................................................................................................... 35 Section 8.06 Application of Moneys. ................................................................................ 35 Section 8.07 Remedies Vested in Trustee. ......................................................................... 36 Section 8.08 Rights and Remedies of Owners. .................................................................. 36 Section 8.09 Termination of Proceedings. ......................................................................... 37 Section 8.10 Waivers of Events of Default. ....................................................................... 37 Section 8.11 Notice of Defaults Under Section 8.01(c); Opportunity to Cure. ................. 37 ARTICLE IX TRUSTEE .............................................................................................................. 38 Section 9.01 Representations and Warranties of the Trustee............................................. 38 Section 9.02 Acceptance of Trusts. .................................................................................... 38 Section 9.03 Fees, Charges and Expenses of Trustee. ....................................................... 40 Section 9.04 Notice to Owners if Default Occurs. ............................................................. 41 Section 9.05 Intervention by Trustee. ................................................................................ 41 Section 9.06 Successor Trustee. ......................................................................................... 41 Section 9.07 Resignation by Trustee. ................................................................................ 41 Section 9.08 Removal of Trustee. ...................................................................................... 41 Section 9.09 Appointment of Successor Trustee. .............................................................. 41 Section 9.10 Acceptance by Any Successor Trustee. ........................................................ 42 ARTICLE X SUPPLEMENTAL INDENTURES ........................................................................ 42 Section 10.01 Supplemental Indentures Not Requiring Consent of Owners. ...................... 42 Section 10.02 Supplemental Indentures Requiring Consent of Owners. ............................. 43 ARTICLE XI MISCELLANEOUS .............................................................................................. 44 Section 11.01 Consents of Owners. ..................................................................................... 44 Section 11.02 Limitation of Rights. ..................................................................................... 44 Section 11.03 No Recourse Against Officers and Agents. .................................................. 44 Section 11.04 Limitation of Actions .................................................................................... 45 Section 11.05 Severability. .................................................................................................. 45 Section 11.06 Notices. ......................................................................................................... 45 Section 11.07 Payments Due on Saturdays, Sundays and Holidays. ................................... 45 iii Section 11.08 Counterparts. ................................................................................................. 45 Section 11.09 Applicable Provisions of Law. ...................................................................... 45 Section 11.10 Electronic Signatures and Electronic Transactions. ...................................... 45 Section 11.11 Rules of Interpretation. ................................................................................. 46 Section 11.12 Captions. ....................................................................................................... 46 EXHIBIT A FORM OF SERIES 2021 BOND INDENTURE OF TRUST THIS INDENTURE OF TRUST (this “Indenture”) is dated as of November 9, 2021, and is entered into by and between the WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE (the “Authority”), a body corporate and politic of the State of Colorado (the “State”) duly organized and existing as an urban renewal authority under the laws of the State, and BOKF, N.A., a national banking association duly organized and validly existing under the laws of the United States of America, as Trustee (the “Trustee”); WITNESSETH: WHEREAS, the Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the City of Wheat Ridge, Colorado (the “City”) to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the “Act”); and WHEREAS, all capitalized terms used and not otherwise defined herein shall have the respective meanings assigned in Article I hereof; and WHEREAS, the City is a political subdivision of the State, a body corporate and politic, and a home-rule municipal corporation pursuant to Article XX of the State Constitution and the Charter of the City (the “Charter”); and WHEREAS, the City Council of the City has adopted an urban renewal plan known as the I-70/Kipling Corridors Urban Renewal Plan, as amended and modified (the “Urban Renewal Plan” or the “Plan”) under the Act; and WHEREAS, all applicable requirements of the Act and other provisions of law for and precedent to the adoption and approval by the City of the Plan have been duly complied with; and WHEREAS, pursuant to and in accordance with the Act, the Plan provides for the undertaking of urban renewal projects within the meaning of the Act; and WHEREAS, pursuant to Section 31-25-109 of the Act, the Authority has the power and authority to issue bonds (including refunding bonds), notes and other obligations to finance the activities or operations of the Authority permitted and authorized under the Act; and WHEREAS, the Authority previously entered into a Loan Agreement, dated as of October 18, 2018, with BOKF, N.A. d/b/a Colorado State Bank and Trust (the “2018 Lender”) pursuant to which the 2018 Lender made a loan to the Authority in the original principal amount of $6,375,000, bearing interest at a per annum interest rate equal to 4.65% (the “2018 Loan”) to finance certain projects in the Plan Area located at the southwest corner of the intersection of Interstate 70 and Colorado Highway 58; and -2- WHEREAS, the 2018 Loan may be prepaid, in whole or in part, at any time after the third anniversary of the closing date of the 2018 Loan without prepayment penalty, upon not less than 15 days written notice to the 2018 Lender; and WHEREAS, the Authority desires to refund, pay and defease in whole all of the outstanding 2018 Loan (the “2021 Refunding Project”) and to provide additional moneys to undertake additional urban renewal projects within the Plan Area (the “2021 Improvement Project” and together with the 2021 Refunding Project, the “2021 Project”); and WHEREAS, in order to finance the 2021 Project, the Authority desires to issue its Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”) pursuant to the Act, the Supplemental Act and this Indenture, which shall be payable solely from the Trust Estate; and WHEREAS, the Authority is authorized to issue the Series 2021 Bonds without an election; and WHEREAS, the Board of Commissioners of the Authority (the “Board”) has determined that effectuating the 2021 Refunding Project and financing the 2021 Improvement Project in order to remediate blight is consistent with and in furtherance of the purposes of the Authority and the Plan; and WHEREAS, the Plan contemplates that a primary method of financing or refinancing projects within the Plan Area will be through the use of property tax increment revenues; and WHEREAS, the Plan authorizes the Authority to pledge such property tax increment revenues to finance or refinance public infrastructure that benefits the Plan Area; and WHEREAS, the Board has determined that it is necessary, desirable and in the best interest of the Authority to authorize, approve and direct the issuance, sale and delivery of the Series 2021 Bonds to finance the 2021 Project, and to authorize, approve and direct the execution and delivery of this Indenture, and certain other documents, agreements and instruments in connection therewith, all as more fully set forth herein; and WHEREAS, the Series 2021 Bonds will be issued under and pursuant to the terms and provisions of this Indenture; and WHEREAS, the Series 2021 Bonds will be special and limited obligations of the Authority payable solely from and secured by the Trust Estate, which includes the Pledged Property Tax Increment Revenues; and WHEREAS, all things necessary to make the Series 2021 Bonds, when authenticated by the Trustee and issued as in this Indenture provided, the valid, binding and legal obligations of the Authority according to the import thereof, and to constitute this Indenture a valid assignment and pledge of the amounts pledged to the payment of the principal of, premium, if any, and interest on the Series 2021 Bonds, have been done and performed, and the creation, execution and delivery of -3- this Indenture, and the creation, execution and issuance of the Series 2021 Bonds, subject to the terms of this Indenture, have in all respects been duly authorized. NOW, THEREFORE, THIS INDENTURE OF TRUST WITNESSETH: That the Authority in consideration of the premises and the acceptance by the Trustee of the trusts hereby created and of the purchase and acceptance of the Series 2021 Bonds by the Owners thereof (as hereinafter defined), and for other good and valuable consideration, the receipt of which is hereby acknowledged, in order to secure the payment of the principal of, premium, if any, and interest on the Series 2021 Bonds and any Additional Bonds (hereinafter defined) according to their tenor and effect, and to secure the performance and observance by the Authority of all of the covenants expressed or implied herein and in the Series 2021 Bonds and any Additional Bonds, does hereby assign and grant a security interest in the following (collectively, the “Trust Estate”) to BOKF, N.A., organized under the laws of the United States of America, with its Principal Corporate Trust Office located in Denver, Colorado, serving in its capacity hereunder, as trustee, and its successors in trust and assigns forever, in order to secure the performance of the obligations of the Authority hereinafter set forth: (a) The Pledged Revenues; and (b) All of the Authority’s rights under the Cooperation Agreement, as it may be amended from time to time. TO HAVE AND TO HOLD all and singular such Trust Estate, whether now owned or hereafter acquired and conveyed (by supplemental indenture or otherwise), unto the Trustee and its respective successors in said trust and assigns forever; IN TRUST NEVERTHELESS, upon the terms and trusts in this Indenture set forth for the equal and proportionate benefit, security and protection of all present and future Owners of the Series 2021 Bonds and any Additional Bonds from time to time issued under and secured by this Indenture, without privilege, priority or distinction as to the lien or otherwise of any of the Series 2021 Bonds or Additional Bonds over any of the other Series 2021 Bonds or Additional Bonds; PROVIDED, HOWEVER, that if the Authority, its successors or assigns shall well and truly pay, or cause to be paid, the principal of, premium, if any, and interest on the Series 2021 Bonds and any Additional Bonds due or to become due thereon, at the times and in the manner set forth in the Series 2021 Bonds and any Additional Bonds according to the true intent and meaning thereof, and shall cause the payments to be made on the Series 2021 Bonds and any Additional Bonds as required under Article V hereof, or shall provide, as permitted hereby, for the payment thereof in accordance with Article VII hereof, and shall well and truly cause to be kept, performed and observed all of its covenants and conditions pursuant to the terms of this Indenture, and shall pay or cause to be paid to the Trustee all sums of money due or to become due to the Trustee in accordance with the terms and provisions of this Indenture, then upon the final payment thereof, this Indenture and the rights hereby granted shall cease, determine and be void; otherwise this Indenture shall remain in full force and effect. -4- THIS INDENTURE OF TRUST FURTHER WITNESSETH, and it is expressly declared, that all Series 2021 Bonds and any Additional Bonds issued and secured hereunder are to be issued, authenticated and delivered and all said property, rights and interests, including, without limitation, the Trust Estate, are to be dealt with and disposed of under, upon and subject to the terms, conditions, stipulations, covenants, agreements, trusts, uses and purposes as in this Indenture expressed, and the Authority has agreed and covenanted and does hereby agree and covenant with the Trustee and with the respective Owners of the Bonds as follows: ARTICLE I DEFINITIONS As used in this Indenture, the following terms shall have the following meanings: “Act” means the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes, as from time to time amended and supplemented. “Additional Bonds” means any notes, bonds, interim certificates or receipts, temporary bonds, certificates of indebtedness, debentures, advances, and all other forms of indebtedness issued or incurred by the Authority and having a lien on all or a portion of the Pledged Revenue on a parity with the lien of the Series 2021 Bonds. “Authority” means Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge, an urban renewal authority duly organized and existing under the Act, and its successors and assigns. “Authority Representative” means the Chair, the Executive Director and any Person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee containing the specimen signature of such Person and signed on behalf of the Authority by the Chair or Executive Director. Such certificate may designate an alternate or alternates. “Authorized Denomination” means $5,000 and integral multiples thereof. “Average Annual Debt Service Requirements” means the total Debt Service Requirements of the Outstanding Series 2021 Bonds, and other obligations for which the computation is being made, divided by the number of years to maturity. “Beneficial Owners” means the owners of Bonds whose ownership is recorded under the book-entry-only system maintained by DTC. “Board” means the Board of Commissioners of the Authority. “Bond Counsel” means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds. “Bond Fund” means the Trust Fund by that name established pursuant to Section 4.02 hereof. -5- “Bond Purchase Agreement” means the Bond Purchase Agreement between the Underwriter and the Authority. “Bond Register” means the registration records of the Authority kept by the Trustee to evidence the registration and transfer of Bonds. “Bond Resolution” means the resolution adopted by the Board on June 15, 2021 authorizing the execution of this Indenture, the issuance, sale and delivery of the Series 2021 Bonds, the financing of the 2021 Project, and certain other matters, as from time to time amended in accordance herewith. “Bondholder” or “Owner” means the person or persons in whose name or names a Bond shall be registered on the Bond Register in accordance with the terms of this Indenture. “Bonds” means, collectively, the Series 2021 Bonds and any Additional Bonds. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Chair” means the Chair of the Board of Commissioners of the Authority, or any presiding officer or titular head of the Board, or his or her successor in functions. “City” means the City of Wheat Ridge, Colorado. “City Council” means the City Council of the City. “City Manager” means the City Manager of the City or the City Manager’s successor in functions, if any. “City’s Replenishment Resolution” means the resolution adopted by the City Council of the City on June 14, 2021 expressing its present intent, in each year the Series 2021 Bonds are outstanding, to replenish the Reserve Fund in the event that moneys have been withdrawn from the Reserve Fund and the amount on deposit therein is not equal to the Reserve Fund Requirement, to the extent that the deficiency is not replenished from another source. Any such replenishment of the Reserve Fund shall be subject to annual appropriation in the sole discretion of the City Council, and shall not create a debt or indebtedness or other multiple fiscal year financial obligation of the City. “Closing Date” means the date of issuance of the Series 2021 Bonds. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the Authority on the date of delivery of the Bonds. “Cooperation Agreement” means the Cooperation Agreement between the City and the Authority dated as of the Closing Date, as it may be amended from time to time. -6- “Costs of Issuance” means administrative costs of issuance of any Bonds, any fees and expenses of any underwriter or financial advisor services in connection with the issuance of any Bonds, any fees or expenses of the Trustee in connection therewith, legal fees and expenses, costs incurred in obtaining ratings from rating agencies, bond insurance premiums, costs of immediately available funds, costs of publication, printing and engraving, accountants’ fees and recording and filing fees. “County” means Jefferson County, Colorado. “C.R.S. means the Colorado Revised Statutes, as amended and supplemented. “Debt Service Requirements” means the aggregate amount of the principal of, premium, if any, and interest coming due on all Outstanding Series 2021 Bonds, or any other obligation for which the computation is being made, during any Fiscal Year, whether by maturity, mandatory sinking fund redemption, or otherwise. When computing the Debt Service Requirements for any issue of securities bearing interest at a variable, adjustable, convertible or other similar rate that is not fixed for the entire term thereof, the rate of interest on such securities shall be assumed to be a rate equal to the average per annum rate of interest on such securities during the preceding twelve- month period, plus 100 basis points. If such securities have not been outstanding during the preceding twelve-month period, the assumed rate of interest on such securities shall be determined by reference to the preceding twelve-month average of an index comparable to that utilized in connection with such securities, plus 100 basis points. It shall further be assumed that any such securities which may be tendered prior to maturity for purchase at the option of the Owner thereof will mature on their stated maturity dates or mandatory redemption dates and not on any tender option date. The Authority shall be permitted to treat any fixed rate payable on an interest rate exchange agreement or “swap” contract as the interest rate on any such issue of securities if the counterparty to such agreement or contract has unconditionally agreed to pay all interest due on such securities. “Default” and “Event of Default” mean any occurrence or event specified and defined in Section 8.01 hereof. “Depository” means DTC or any successor securities depository appointed pursuant to Section 2.10 hereof. “DTC” means The Depository Trust Company, New York, New York, and any successor corporation. “Executive Director” means the Executive Director of the Authority or his or her successor in functions. “Federal Securities” means bills, certificates of indebtedness, notes, bonds or other similar instruments which are direct non-callable obligations of the United States of America or which are fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America. -7- “Fiscal Year” means the fiscal year of the Authority, which currently begins on January 1 of each year and ends on December 31 of such year, or any other fiscal year of the Authority in the event the fiscal year of the Authority shall be modified. “Indenture” means this Indenture of Trust and any indenture supplemental hereto or amendment hereto from time to time entered into in accordance with the provisions hereof. “Interest Account” means the account of the Bond Fund established with that name pursuant to Section 4.02 hereof. “Interest Payment Date” means each date set for the payment of interest hereunder, being each June 1 and December 1, commencing December 1, 2021. “Investment Instructions” means the investment instructions delivered by the Authority to the Trustee, and such amendments or supplements thereto as shall be delivered by the Authority to the Trustee. “Jefferson County Assessor” means the assessor of Jefferson County, Colorado. “Maximum Annual Debt Service Requirements” means the maximum amount of all Debt Service Requirements on Outstanding Series 2021 Bonds, and any other obligations for which the computation is being made, which will become due in any Fiscal Year. “Outstanding,” “Outstanding Bonds” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered by the Trustee under this Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds paid or deemed to be paid in accordance with the provisions of Article VII of this Indenture; and (c) Bonds in lieu of which others have been authenticated under Section 2.07 or Section 2.08 hereof. “Owner” means the registered owner of any Bond as shown in the registration records of the Trustee. “Participant” means those broker-dealers, banks and other financial institutions reflected on the books of DTC. “Permitted Investments” means any lawful investment permitted for the investment of funds of the Authority by the laws of the State under Section 24-75-601.1, C.R.S. “Person” means any natural person, firm, corporation, partnership, limited liability company, state, political subdivision of any state, other public body or other organization or association. -8- “Plan” means the I-70/Kipling Corridors Urban Renewal Plan approved by the City Council, and as amended, supplemented or modified from time to time in accordance with the Act. “Plan Area” means the area described as such in the Plan which has been found to be blighted and which the City has designated as appropriate for an urban renewal project, as such boundaries exist on the date hereof. “Pledged Property Tax Increment Revenues” means, for each Fiscal Year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the Property Tax Base Amount, in accordance with the Act, provided, however, that the Pledged Property Tax Increment Revenues shall not include: (a) any ad valorem property tax increment revenues that are received by the Authority that are required to be applied pursuant to the Prior Obligations, (b) 50% of the tax increment revenue attributable to the mill levy imposed by the West Metro Fire Protection District, (c) any ad valorem property tax revenues attributable to any mill levy imposed by any special district formed after the Closing Date, pursuant to Title 32, Article 1, Colorado Revised Statutes, which mill levy is in addition to, and not a replacement for, property taxes levied by taxing entities in existence as of the Closing Date; and (d) any offsets collected by the Jefferson County for return of overpayments or any ad valorem property tax increment revenues that are deposited in the Property Tax Reserve Fund for refunds of overpayments by taxpayers pursuant to Section 31-25-107(9)(b) of the Act. “Pledged Revenues” means, collectively: (a) the Pledged Property Tax Increment Revenues; (b) all amounts appropriated by the City pursuant to the City’s Replenishment Resolution and remitted to the Authority in accordance therewith; (c) all amounts held in the Trust Funds established and maintained hereunder together with investment earnings thereon, subject to the terms and provisions of this Indenture; and (d) all other legally available moneys that the Authority determines, in its sole discretion, to pledge to the payment of the Bonds. “Prior Obligations” means, collectively, the following obligations and any obligations issued or incurred to refund, in whole or in part, any such Prior Obligations: (a) the Loan Agreement dated as of May 14, 2014, between BOKF, N.A. d/b/a/ Colorado State Bank and Trust and the Authority and a Promissory Note in the original principal amount of $2,455,000 issued pursuant to the Loan Agreement; (b) the Cooperation Agreement between the Authority and Longs Peak Metropolitan District, dated September 6, 2016, pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the -9- District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority. (c) the Redevelopment Agreement dated as of September 5, 2017, between the Authority and the Sheard Family Trust, with a maximum reimbursement amount of $767,000; (d) the Redevelopment Agreement dated as of February 6, 2018, between the Authority and U.S. Retail Partners, LLC, with a maximum reimbursement amount of $1,015,000; (e) the Redevelopment Agreement dated as of March 19, 2019, between the Authority and U.S. Retail Partners, LLC with a maximum reimbursement amount of $8,441,138; (f) the Cooperation Agreement between the Authority and the Ward TOD Metropolitan District No. 1, effective as of October 1, 2019, pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority; (g) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated June 16, 2020, between the Authority and FDG Project Management Services, LLC, with a maximum reimbursement amount of $11.76 million in present value terms; and (h) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated January 5, 2021, between the Authority and FDG Parallel Associates, LLC, with a maximum reimbursement amount of $232,467. “Principal Account” means the account of the Bond Fund established with that name pursuant to Section 4.02 hereof. “Principal Corporate Trust Office” means the principal corporate trust office of the Trustee, as may be specified by the Trustee. “Property Tax Base Amount” means the amount certified by the Jefferson County Assessor as the valuation for assessment of all taxable property within the Plan Area in accordance with Section 31-25-107(9)(a)(I) of the Act. The Property Tax Base Amount and increment value shall be calculated and adjusted from time to time by the Jefferson County Assessor in accordance with the Act and the rules and regulations of the Property Tax Administrator of the State. “Property Tax Reserve Fund” means any special reserve fund created by the Authority pursuant to Section 31-25-107(9)(a)(III) of the Act to provide for the Authority’s pro rata portion of any property taxes that are refunded by the County to the taxpayer to the extent that there are not sufficient property taxes due to the Authority for the County Treasurer to offset the Authority’s pro rata portion of any such refunds against any subsequent payments due to the Authority for the urban renewal project, all as provided in such Section of the Act. -10- “Rebate Fund” means the fund by that name established pursuant to Section 4.02 hereof. “Record Date” means the fifteenth (15th) day of the calendar month (whether or not a Business Day) immediately preceding any Interest Payment Date. “Representation Letter” means the Blanket Letter of Representations from the Authority to DTC. “Reserve Fund” means the fund by that name established pursuant to Section 4.02 hereof. The Reserve Fund shall secure only the payment of the Debt Service Requirements on the Series 2021 Bonds, unless otherwise provided in the resolution or indenture authorizing the issuance of Additional Bonds. Additional Bonds may only be secured by the Reserve Fund to the extent that the City’s Replenishment Resolution is amended by the City Council, in its sole discretion, to include the increase in the Reserve Fund Requirement resulting from the issuance of such Additional Bonds. In the event that the City’s Replenishment Resolution is not so amended, the Reserve Fund shall secure only the payment of the Debt Service Requirements on the Series 2021 Bonds. “Reserve Fund Requirement” means, as of the date of any calculation as required hereunder, the least of (a) 10% of the stated principal amount of the Series 2021 Bonds, (b) the Maximum Annual Debt Service Requirements on the Outstanding Series 2021 Bonds, or (c) 125% of the Average Annual Debt Service Requirements on the Outstanding Series 2021 Bonds. To the extent that the Reserve Fund secures both the Series 2021 Bonds and Additional Bonds, the Reserve Fund Requirement means, as of the date of any calculation as required hereunder, the least of (a) 10% of the stated principal amount of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, (b) the Maximum Annual Debt Service Requirements on the Outstanding Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, or (c) 125% of the Average Annual Debt Service Requirements on the Outstanding Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund. “Revenue Fund” means the fund by that name established pursuant to Section 4.02 hereof. “Series 2021 Bonds” means the “Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021” issued pursuant to the provisions of this Indenture. “Special Record Date” means a special date fixed to determine the names and addresses of Owners for purposes of paying defaulted interest on a special interest payment date, all as further provided in Section 2.02 of this Indenture. “State” means the State of Colorado. “Subordinate Obligations” means any obligation issued or incurred by the Authority and payable from the Trust Estate on a basis which is subordinate to the claim thereon which secures the Bonds. “Supplemental Act” means the Supplemental Public Securities Act, constituting part 2 of article 57 of title 11, Colorado Revised Statutes, as from time to time amended and supplemented. -11- “Tax Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. “Tax Compliance Certificate” means the Tax Compliance Certificate delivered by the Authority in connection with the initial issuance and delivery of the Series 2021 Bonds, as modified from time to time pursuant to its terms. “Trust Estate” means and shall consist of the Pledged Revenues and the rights, property and interests pledged and assigned by the Authority under this Indenture to the Trustee pursuant to the Granting Clauses of this Indenture. “Trust Funds” means, collectively, the Revenue Fund, the Bond Fund and the Reserve Fund. Notwithstanding the foregoing, or any other provisions hereof, the Reserve Fund created under this Indenture shall only secure the payment of the Series 2021 Bonds, and not any Additional Bonds hereafter issued, unless the resolution or indenture authorizing the issuance of Additional Bonds provides that such Additional Bonds shall be secured by the Reserve Fund. The 2021 Costs of Issuance Fund and the Rebate Fund shall be held by the Trustee under the terms of this Indenture, but shall not constitute Trust Funds hereunder and shall not secure the payment of the Bonds. “Trustee” means BOKF, N.A., duly organized and existing under and by virtue of the laws of the United States of America, having a corporate trust office in Denver, Colorado, and its successors, and any successor Trustee at the time serving as successor trustee hereunder. “2018 Lender” means BOKF, N.A. d/b/a Colorado State Bank and Trust, in its capacity of lender of the 2018 Loan, and its successors and assigns. “2018 Loan” means the loan made by the 2018 Lender to the Authority in the original principal amount of $6,375,000 as evidenced by a promissory note, and made in accordance with the terms and provisions of the 2018 Loan Agreement. “2018 Loan Agreement” means the Loan Agreement dated as of October 18, 2018 between the Authority and the 2018 Lender relating to the 2018 Loan. “2021 Costs of Issuance Fund” means the 2021 Costs of Issuance Fund established pursuant to Section 4.02 hereof. “2021 Improvement Project” means the completion of certain redevelopment projects to be undertaken pursuant to the Act and the Urban Renewal Plan that will be funded with a portion of the net proceeds of the Series 2021 Bonds. “2021 Project” means, collectively, the 2021 Refunding Project and the 2021 Improvement Project. “2021 Refunding Project” means the refunding and defeasance in whole of the 2018 Loan with a portion of the net proceeds of the Series 2021 Bonds. “Underwriter” means Piper Sandler & Co., the underwriter of the Series 2021 Bonds. -12- ARTICLE II THE BONDS Section 2.01 Authorized Amount of Bonds; Supplemental Act. No Bonds may be issued under the provisions of this Indenture except in accordance with this Article. The total principal amount of Bonds that may be issued by the Authority and which may be secured in any manner by the Trust Estate is hereby expressly limited to (a) $42,105,000 in aggregate principal amount of the Series 2021 Bonds, (b) any Bonds issued pursuant to Section 2.07 of this Indenture and (c) any Additional Bonds issued by the Authority pursuant to Section 2.12 of this Indenture. The Authority may also issue any Subordinate Obligations payable from the Trust Estate on a subordinate basis as set forth in Section 2.12 of this Indenture. Section 11-57-204 of the Supplemental Act provides that a public entity, including the Authority, may elect in an act of issuance to apply any or all of the provisions of the Supplemental Act to the Series 2021 Bonds. The Authority hereby elects to apply all of the Supplemental Act to the Series 2021 Bonds. The Series 2021 Bonds are issued under the authority of the Act and the Supplemental Act and shall so recite on each Series 2021 Bond, a form of which is attached as Exhibit A hereto. Pursuant to Section 11-57-210, Colorado Revised Statutes, such recital conclusively imparts full compliance with all the provisions of said sections, and the Series 2021 Bonds issued containing such recital shall be incontestable for any cause whatsoever after their delivery for value. The Series 2021 Bonds shall also be issued pursuant to the provisions of the Act in connection with urban renewal projects, activities or operations of the Authority and shall so recite on each Series 2021 Bond. Section 2.02 Bond Details. (a)The Series 2021 Bonds shall be designated “Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021” and shall be issued pursuant to the Act, the Supplemental Act, the Bond Resolution and this Indenture. The Series 2021 Bonds shall be issuable only as fully registered bonds without coupons, shall be numbered in such manner as determined by the Trustee in order to distinguish each Bond from any other Bond and shall be in Authorized Denominations. (b)The Series 2021 Bonds shall be dated as of their date of delivery and shall bear interest from their date until maturity or prior redemption, except that any Series 2021 Bond which is reissued upon transfer, exchange or other replacement shall bear interest from the most recent payment date to which interest has been paid, or if no interest has been paid, from the date of the Series 2021 Bonds. (c)The aggregate principal amount of the Series 2021 Bonds shall be $42,105,000. The Series 2021 Bonds shall mature on December 1 in each of the principal amounts and years and shall bear interest at the interest rates per annum set forth below: -13- Years (December 1) 2022 Principal Amounts $160,000 Interest Rates 4.000% 2023 1,185,000 4.000 2025 740,000 4.000 2026 865,000 4.000 2027 975,000 4.000 2028 1,900,000 5.000 2029 1,995,000 5.000 2030 2,165,000 5.000 2031 2,270,000 5.000 2032 2,455,000 4.000 2033 2,550,000 4.000 2034 2,925,000 4.000 2035 3,030,000 4.000 2036 3,240,000 4.000 2037 3,360,000 4.000 2038 3,580,000 4.000 2039 3,710,000 4.000 2040 5,000,000 4.000 Interest on the Series 2021 Bonds shall be calculated on the basis of a 360-day year of twelve 30-day months, payable semiannually on each Interest Payment Date. (d) The principal of any Series 2021 Bond shall be payable when due to an Owner upon presentation and surrender of such Series 2021 Bond at the Principal Corporate Trust Office of the Trustee. Interest on any Series 2021 Bond shall be paid on each Interest Payment Date by check or wire sent by the Trustee on that date to the Person in whose name the Series 2021 Bond is registered at the close of business on the Record Date applicable to that Interest Payment Date on the Bond Register at the address appearing therein. Notwithstanding the foregoing and while the Series 2021 Bonds are held by a Depository, interest on any Series 2021 Bond shall be paid by wire transfer in immediately available funds to the bank account number and address filed with the Trustee by such Owner or in accordance with the provisions of the Representation Letter. If and to the extent, however, that payment of interest on any Series 2021 Bond on any Interest Payment Date is not made, that interest shall cease to be payable by the Authority to the Person who was the Owner of that Series 2021 Bond as of the applicable Record Date. When moneys become available for payment of the interest, the Trustee shall establish a Special Record Date for the payment of that interest which shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment, and the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to such Owner at its address as it appears on the Bond Register no fewer than 10 days prior to the Special Record Date and thereafter the interest shall be payable to the Persons who are the Owners of the Series 2021 Bonds at the close of business on the Special Record Date. The principal of and interest on the Series 2021 Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Trustee. -14- Section 2.03 Execution; Limited Obligation; Use of Proceeds of Series 2021 Bonds. (a) The Series 2021 Bonds shall be executed in the name and on behalf of the Authority by the manual or facsimile signature of the Chair and its corporate seal, or a facsimile thereof, shall be thereunto affixed, imprinted, engraved or otherwise reproduced thereon and attested by the manual or facsimile signature of the Executive Director. In case any officer who shall have signed any of the Series 2021 Bonds shall cease to be such officer of the Authority before the Series 2021 Bonds have been authenticated by the Trustee or delivered or sold, such Series 2021 Bonds with the signatures thereto affixed may, nevertheless, be authenticated by the Trustee, and delivered, and may be sold by the Authority, as though the person or persons who signed such Series 2021 Bonds had remained in office. (b) All Bonds issued under this Indenture and at any time Outstanding shall in all respects be equally and ratably secured hereby, without preference, priority or distinction on account of the date or dates or the actual time or times of the issuance of the Bonds, so that all Bonds at any time issued and Outstanding hereunder shall have the same right and preference under and by virtue of this Indenture, and shall all be equally and ratably secured hereby. The Series 2021 Bonds shall be special, limited obligations of the Authority secured by an irrevocable pledge of and payable solely from the Trust Estate, except to the extent otherwise provided herein. The Owners of the Series 2021 Bonds may not look to any general or other fund of the Authority for the payment of principal of or interest thereon except the Trust Estate. The Series 2021 Bonds shall not constitute a debt or indebtedness of the State or of any county, municipality or public body of the State, other than the Authority, within the meaning of any Constitutional, home rule charter, or statutory debt limitation or restriction. In no event shall the Series 2021 Bonds give rise to a general obligation or liability of the Authority, the City, the State, or any of its political subdivisions, or give rise to a charge against their general credit or taxing powers or be payable out of any funds or properties other than the Trust Estate. Neither the members, officials, staff, attorneys or consultants of the Authority, or the City, nor any Persons executing the Series 2021 Bonds, shall be personally liable on the Series 2021 Bonds or subject to any personal liability or accountability by reason of the issuance thereof. (c) The Series 2021 Bonds shall constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Trust Estate. (d) The net proceeds of the Series 2021 Bonds ($49,777,054.60), together with other available funds in the amount of $626,039.85 (in the total amount of $50,403,094.45) shall applied as follows: (i) an amount of Series 2021 Bond proceeds equal to $5,804,953.90, together with $626,039.85 on deposit in the reserve fund for the 2018 Loan (in the total amount of $6,430,993.75), shall be remitted to the 2018 Lender to refund, pay and cancel the outstanding 2018 Loan; (ii) an amount equal to $36,310,977.88 shall be remitted to the Authority to finance the 2021 Improvement Project; -15- (iii) an amount equal to $3,148,862.50 shall be remitted to the Trustee and deposited in the Bond Fund as capitalized interest; (iv) an amount equal to $4,210,500 shall be remitted to the Trustee and deposited in the Reserve Fund; and (v) an amount equal to $301,760.32 shall be remitted to the Trustee and deposited in the 2021 Costs of Issuance Fund. Section 2.04 Authentication. No Series 2021 Bond shall be valid or obligatory for any purpose or entitled to any security or benefit under this Indenture unless and until a Certificate of Authentication on such Series 2021 Bond substantially in the form set forth in Exhibit A to this Indenture shall have been duly executed by the Trustee, and such executed Certificate of Authentication of the Trustee upon any such Series 2021 Bond shall be conclusive evidence that such Series 2021 Bond has been authenticated and delivered under this Indenture. The Certificate of Authentication of the Trustee on any Series 2021 Bond shall be deemed to have been executed by the Trustee if manually signed by an authorized officer of the Trustee, but it shall not be necessary that the same officer execute the Certificate of Authentication on all of the Series 2021 Bonds. Section 2.05 Form of Series 2021 Bonds. The Series 2021 Bonds and the Certificate of Authentication of the Trustee to be endorsed on the Series 2021 Bonds shall be in substantially the form set forth in Exhibit A to this Indenture, with appropriate variations, omissions and insertions as permitted or required by this Indenture or deemed necessary by the Authority. Section 2.06 Delivery of Series 2021 Bonds. (a) Upon the execution and delivery of this Indenture, the Authority shall execute and deliver the Series 2021 Bonds to the Trustee, and the Trustee shall authenticate the Series 2021 Bonds. The Trustee shall thereupon deliver the Series 2021 Bonds to the Underwriter pursuant to the Bond Purchase Agreement as directed by the Authority and as provided in this Section. (b) Prior to the delivery by the Trustee of the Series 2021 Bonds there shall be filed with or provided to the Trustee: (i) a copy of the Bond Resolution; (ii) executed counterparts of this Indenture; (iii) a copy of the executed Cooperation Agreement; (iv) a copy of the City’s Replenishment Resolution; (v) a request and authorization to the Trustee on behalf of the Authority and signed by its Chair or the Executive Director to authenticate and deliver the Series 2021 Bonds to the Underwriter upon payment by the Underwriter of the amounts due under the Bond Purchase Agreement; and -16- (vi) such other closing documents and opinions of counsel as the Authority or the Underwriter may reasonably require. Section 2.07 Mutilated, Lost, Stolen or Destroyed Bonds. In the event that any Bond is mutilated, lost, stolen or destroyed, the Authority shall execute and the Trustee shall authenticate a new Bond of like maturity, series, interest rate and denomination to that mutilated, lost, stolen or destroyed, provided that, in the case of any mutilated Bond, such mutilated Bond shall first be surrendered to the Authority, and in the case of any lost, stolen or destroyed Bond, there first shall be furnished to the Authority and the Trustee evidence of such loss, theft or destruction satisfactory to the Authority and the Trustee, together with an indemnity satisfactory to them. In the event that any such Bond shall have matured, instead of issuing a duplicate Bond, the Authority may pay the same without surrender thereof, making such requirements as it deems fit for its protection, including a lost instrument bond. The Authority and the Trustee may charge the Owner of any mutilated, lost, stolen or destroyed Bond with their reasonable fees and expenses for such service. Section 2.08 Registration and Exchange of Bonds; Persons Treated as Owners. (a) The Authority shall cause books for the registration and for the transfer of the Bonds as provided in this Indenture to be kept by the Trustee. Subject to the limitations of this Section 2.08, upon surrender for transfer of any Bond at the Principal Corporate Trust Office of the Trustee, duly endorsed for transfer or accompanied by an assignment duly executed by the Owner or the attorney for such Owner duly authorized in writing, the Authority shall execute and the Trustee shall authenticate and deliver in the name of the transferee or transferees a new Bond or Bonds for a like aggregate principal amount, in an authorized denomination or denominations, and of like maturity, series and interest rate. (b) Bonds may be exchanged at the Principal Corporate Trust Office of the Trustee for a like aggregate principal amount of Bonds of the same date, maturity, series and interest rate, or for a like aggregate principal amount of Bonds of other authorized denominations of the same date, maturity, series and interest rate. The Authority shall execute and the Trustee shall authenticate and deliver Bonds which the Owner making the exchange is entitled to receive, bearing numbers not then Outstanding. The execution by the Authority of any Bond of any authorized denomination shall constitute full and due authorization of such denomination, and the Trustee shall thereby be authorized to authenticate and deliver such Bond. (c) The Trustee shall not be required to transfer or exchange any Bond during the period commencing on the Record Date and ending on the immediately following Interest Payment Date nor to transfer or exchange any Bond after the mailing of notice calling such Bond or portion thereof for redemption has been given as provided herein, nor during the period of fifteen (15) days next preceding the giving of such notice of redemption. (d) In each case, the Trustee shall require the payment by the Owner requesting exchange or transfer only of any tax, fee, or other governmental charge required to be paid with respect to such exchange or transfer and a reasonable exchange or transfer fee. (e) The Authority and the Trustee may deem and treat the Person in whose name any Bond shall be registered upon the Bond Register as the absolute Owner thereof, whether -17- the Bond shall be overdue or not, for the purpose of making payment thereof and for all other purposes whatsoever; and payment of, or on account of, the Debt Service Requirements of any Bond shall be made only to, or upon the order of, such Owner or his or her legal representative. All such payments shall be valid and effectual to satisfy and to discharge the liability upon the Bonds to the extent of the sum or sums so paid. Section 2.09 Destruction of Bonds. Whenever any Outstanding Bond shall be delivered to the Trustee for cancellation pursuant to this Indenture, upon payment of the principal amount and interest represented thereby, or for replacement pursuant to Section 2.07, such Bond shall be promptly canceled or destroyed by the Trustee, and counterparts of a certificate of destruction evidencing such destruction shall be furnished by the Trustee to the Authority. Section 2.10 Book-Entry-Only System. The Series 2021 Bonds initially shall be evidenced by one Series 2021 Bond for each maturity bearing interest at the same interest rate in denominations equal to the aggregate principal amount of the Series 2021 Bonds. Such initially delivered Series 2021 Bonds shall be registered in the name of “Cede & Co.” as nominee for The Depository Trust Company, the Securities Depository for the Series 2021 Bonds. The Series 2021 Bonds may not thereafter be transferred or exchanged except: (i) to any successor of The Depository Trust Company or its nominee, which successor must be both a “clearing corporation” as defined in Section 4-8- 102(a)(5), C.R.S. and a qualified and registered “clearing agency” under Section 17A of the Securities Exchange Act of 1934, as amended; or (ii) upon the resignation of The Depository Trust Company or a successor or new depository institution under clause (1) or this clause (2) of this paragraph (a), or a determination by the Board that The Depository Trust Company or such successor or a new depository institution is no longer able to carry out its functions, and the designation by the Board of another depository institution acceptable to the Board and to the depository then holding the Series 2021 Bonds, which new depository must be both a “clearing corporation” as defined in Section 4-8-102(a)(5), C.R.S. and a qualified and registered “clearing agency” under Section 17A of the Securities Exchange Act of 1934, as amended, to carry out the functions of The Depository Trust Company or such successor new depository institution; or (iii) upon the resignation of The Depository Trust Company or a successor or new depository institution under clause (1) above or designation of a new depository institution pursuant to clause (2) above, or a determination of the Board that The Depository Trust Company or such successor or depository institution is no longer able to carry out its functions, and the failure by the Board, after reasonable investigation, to locate another depository institution under clause (2) to carry out such depository institution functions. (b) In the case of a transfer to a successor of The Depository Trust Company or its nominee as referred to in clause (1) or (2) of paragraph (a) hereof, upon receipt of the outstanding Series 2021 Bonds by the Trustee together with written instructions for transfer -18- satisfactory to the Trustee, a new Series 2021 Bond for each maturity and interest rate of the Series 2021 Bonds then outstanding shall be issued to such successor or new depository, as the case may be, or its nominee, as is specified in such written transfer instructions. In the case of a resignation or determination under clause (3) of paragraph (a) hereof and the failure after reasonable investigation to located another qualified depository institution for the Series 2021 Bonds as provided in clause (3) of paragraph (a) hereof, and upon receipt of the outstanding Series 2021 Bonds by the Trustee, together with written instructions for transfer satisfactory to the Trustee, new Series 2021 Bonds shall be issued in authorized denominations as provided in and subject to the limitations of this Indenture, registered in the names of such Persons, as are requested in such written transfer instructions; however, the Trustee shall not be required to deliver such new Series 2021 Bonds within a period of less than 60 days from the date of receipt of such written transfer instructions. (c) The Authority and the Trustee shall endeavor to cooperate with The Depository Trust Company or any successor or new depository named pursuant to clause (1) or (2) of paragraph (a) hereof in effectuating payment of the principal amount of the Series 2021 Bonds upon maturity or prior redemption by arranging for payment in such a manner that funds representing such payments are available to the depository on the date they are due. (d) Upon any partial redemption of any maturity and interest rate of the Series 2021 Bonds, Cede & Co. (or its successor) in its discretion may request the Authority to issue and the Trustee to authenticate a new Series 2021 Bond or shall make an appropriate notation on the Series 2021 Bond indicating the date and amount of prepayment, except in the case of final maturity, in which case the Series 2021 Bond must be presented to the Trustee prior to payment. The records of the Trustee shall govern in the case of any dispute as to the amount of any partial prepayment made to Cede & Co. (or its successor). (e) The Authority and the Trustee shall be entitled to treat the Owner of any Series 2021 Bond as the absolute owner thereof for all purposes hereof and any applicable laws, notwithstanding any notice to the contrary received by any or all of them and the Authority and the Trustee shall have no responsibility for transmitting payments or notices to the Beneficial Owners of the Series 2021 Bonds held by The Depository Trust Company or any successor or new depository named pursuant to paragraph (a) hereof. With respect to Bonds registered in the Bond Register in the name of DTC, or its nominee, the Authority and the Trustee shall have no responsibility or obligation to any Participant or to any Person on behalf of whom such a Participant holds an interest in the Bonds. Without limiting the immediately preceding sentence, the Authority and the Trustee shall have no responsibility or obligation with respect to (i) the accuracy of the records of DTC, its nominee or any Participant with respect to any ownership interest in the Bonds, (ii) the delivery to any Participant or any other Person, other than a Bondholder as shown in the Bond Register, of any notice with respect to the Bonds, including any notice of redemption, or (iii) the payment to any Participant or any other Person, other than a Bondholder as shown in the Bond Register, of any amount with respect to principal of or interest on, the Bonds. Section 2.11 Payments and Notices to Cede & Co. Notwithstanding any other provision of this Indenture to the contrary, so long as any Bonds are registered in the name of Cede & Co., as nominee of DTC, all payments with respect to principal of and interest on the Bonds and -19- all notices with respect to the Bonds shall be made and given, respectively, in the manner provided in the Representation Letter. Section 2.12 Additional Bonds and Subordinate Obligations. (a) Additional Bonds may be issued, authenticated and delivered for the purpose of providing the Authority with funds for any lawful purpose of the Authority, so long as (i) no Default or Event of Default has occurred and is at the time continuing under this Indenture, (ii) all amounts required to be on deposit in the funds and accounts established under this Indenture are on deposit therein, or will be on deposit therein upon the issuance of such Additional Bonds, and (iii) the requirements set forth below have been satisfied. The Additional Bonds of each such series shall be authenticated by the Trustee and, upon payment to the Trustee of the proceeds of said sale of such Additional Bonds, such Additional Bonds shall be delivered by the Trustee to or upon the order of the original purchaser thereof, but only upon there being filed with the Trustee, such original purchaser, and the Authority: (i) original, executed counterparts of a resolution of the Board authorizing the issuance of the Additional Bonds and an indenture, or similar document, related thereto; (ii) an opinion of Bond Counsel to the effect that the issuance of the Additional Bonds and the execution thereof have been duly authorized, all conditions precedent to the delivery thereof have been fulfilled, and that the exclusion from gross income for federal income tax purposes of the interest on the Series 2021 Bonds will not be adversely affected by the issuance of the proposed Additional Bonds; (iii) a certificate of the Authority Representative addressed to the Trustee establishing that the Pledged Revenues for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the date of the issuance of such Additional Bonds were at least 125% of the Maximum Annual Debt Service Requirements of the combination of the Bonds then Outstanding, and the Additional Bonds proposed to be issued; provided, however, that any Bonds to be refunded with the proceeds of any such Additional Bonds shall be excluded for purposes of such calculation; and (iv) a written order to the Trustee by the Authority to authenticate and deliver the Additional Bonds to the original purchaser therein identified upon payment to the Trustee of a specified sum plus any accrued interest. (b) Notwithstanding the foregoing, in the case of Additional Bonds issued for the purpose of refunding less than all of the Bonds then Outstanding, compliance with Section 2.12(a)(iii) shall not be required so long as the Debt Service Requirements payable on all Bonds Outstanding after the issuance of such Additional Bonds in each Fiscal Year does not exceed the Debt Service Requirements payable on all Bonds outstanding prior to the issuance of such Additional Bonds in each Fiscal Year. -20- (c) Each series of Additional Bonds issued pursuant to this Section 2.12 shall be equally and ratably secured with the Series 2021 Bonds and all other series of Additional Bonds, if any, theretofore issued pursuant to this Section 2.12, without preference, priority or distinction of any such Bonds over any other thereof; provided however that Additional Bonds may be issued with or without a reserve fund. (d) So long as no Event of Default has occurred and is at the time continuing, the Authority may issue Subordinate Obligations for any lawful purpose; provided however, that the documents pursuant to which any such Subordinate Obligations is issued shall not provide for acceleration of the payment of such Subordinate Obligations. (e) The Authority shall not issue bonds or other securities payable from the Pledged Revenues that have a lien on all or a portion of the Pledged Revenues that is prior and superior to the lien thereon of the Bonds without the prior written consent of the owners of 100% of the aggregate principal amount of the Outstanding Bonds. (f) Nothing in this Indenture shall affect the power of the Authority to issue obligations not secured by any portion of the Trust Estate. ARTICLE III REDEMPTION OF BONDS BEFORE MATURITY Section 3.01 Redemption Dates and Prices. (a) Optional Redemption of Series 2021 Bonds. The Series 2021 Bonds maturing on or prior to December 1, 2031 shall not be subject to optional redemption prior to their respective maturity dates. The Series 2021 Bonds maturing on and after December 1, 2032 shall be subject to redemption prior to their respective maturity dates at the option of the Authority, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Authority shall determine and by lot within a maturity, on December 1, 2031, and on any date thereafter, at a redemption price equal to the principal amount of the Series 2021 Bonds so redeemed plus accrued interest to the redemption date without a premium. Unless waived by the Trustee, at least forty-five (45) days prior to any optional redemption date, the Authority shall provide written notice to the Trustee directing the Trustee to call the applicable Bonds for optional redemption. (b) Sinking Fund Redemption. The Series 2021 Bonds are not subject to mandatory sinking fund redemption. (c) In case a Bond is of a denomination larger than $5,000, a portion of such Bond may be redeemed, but Bonds shall be redeemed only in the principal amount of $5,000 or any integral multiple thereof. -21- Section 3.02 Notice of Redemption. (a) Notice of optional or mandatory redemption shall be given by the Trustee in the name of the Authority by sending a copy of such notice by first-class, postage prepaid mail, or in the event that the Bonds to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository, not more than sixty nor less than thirty days prior to the redemption date to each Owner at his or her address as it last appears on the registration books kept by the Trustee, as registrar; but neither failure to give such notice nor any defect therein shall affect the redemption of any other Bond. Such notice shall identify the Bonds to be so redeemed (if less than all are to be redeemed) and the redemption date, and shall further state that on such redemption date there will become and be due and payable upon each Bond so to be redeemed, at the Trustee, the principal amount thereof, accrued interest to the redemption date, and the stipulated premium, if any, and that from and after such date interest will cease to accrue. Notice having been given in the manner hereinabove provided, the Bond or Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation thereof at the Trustee, the Trustee will pay the Bond or Bonds so called for redemption. (b) Notwithstanding the provisions of this Section, any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee on or before the redemption date of funds sufficient to pay the redemption price of the Bonds so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the Owners of the Bonds called for redemption in the same manner as the original redemption notice was delivered. Section 3.03 Redemption Payments. On or prior to the date fixed for redemption, funds shall be deposited with the Trustee to pay, and the Trustee is hereby authorized and directed to apply such funds to the payment of the Bonds or portions thereof called, together with accrued interest thereon to the redemption date and any required premium. No further interest shall accrue on the principal of any such Bond called for redemption from and after the redemption date, provided sufficient funds are deposited with the Trustee and available on the redemption date. Section 3.04 Cancellation. All Bonds which have been redeemed shall not be reissued but shall be canceled or destroyed by the Trustee in accordance with Section 2.09 hereof. Section 3.05 Partial Redemption of Bonds. Upon surrender of any Bond for redemption in part only, the Authority shall execute, and the Trustee shall authenticate and deliver to the Owner thereof a new Bond or Bonds of the same date, maturity, series and interest rate, of authorized denomination or denominations, in an aggregate principal amount equal to the unredeemed portion of the Bond surrendered. ARTICLE IV REVENUES AND FUNDS Section 4.01 Source of Payment of Bonds; Irrevocable Pledge. The Bonds are and shall be special and limited obligations of the Authority equally secured by an irrevocable pledge -22- of, and payable as to principal, premium, if any, and interest thereon, from the Trust Estate, except to the extent otherwise provided herein, without priority for number, date of sale, date of execution or date of delivery, except as provided herein. The Owners of the Bonds may not look to any general or other fund of the Authority for the payment of principal of or interest thereon except the Trust Estate. Principal of, premium, if any, and interest on the Bonds shall not constitute an indebtedness, financial obligation or liability of the City or the State or any county, municipality or public body thereof other than the Authority, and neither the City, the State nor any political subdivision thereof other than the Authority shall be liable thereon, nor in any event shall the principal of, premium, if any, or interest on the Bonds be payable out of any funds or properties other than the Trust Estate. Further, the Bonds shall not constitute a debt, indebtedness, financial obligation or liability of the City within the meaning of any constitutional, statutory or charter debt limitation or provision. The Authority hereby irrevocably pledges, but not necessarily exclusively, the Trust Estate to the payment of the Debt Service Requirements of the Bonds. This pledge shall be valid and binding from and after the date of the delivery of the Bonds. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided herein shall be governed by §11-57-208 of the Supplemental Act, the Bond Resolution and this Indenture. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the Authority, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made herein shall have priority over any or all other obligations and liabilities of the Authority except any Additional Bonds hereafter authorized and issued in accordance with the provisions of this Indenture. The lien of such pledge shall be valid, binding, and enforceable as against all persons or entities having claims of any kind in tort, contract, or otherwise against the Authority (except as herein otherwise provided) irrespective of whether such persons or entities have notice of such liens. Section 4.02 Creation of Funds. There is hereby created by the Authority and ordered established with the Trustee the following funds and accounts: (a) the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (I- 70/Kipling Corridors) Revenue Fund (the “Revenue Fund”); (b) the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (I- 70/Kipling Corridors) Bond Fund (the “Bond Fund”), and within the Bond Fund, the “Interest Account” and the “Principal Account;” (c) the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 Reserve Fund (the “Reserve Fund”); and (d) the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (I- 70/Kipling Corridors) 2021 Costs of Issuance Fund (the “2021 Costs of Issuance Fund”). Moneys and investments in each of the funds shall be used only and exclusively as provided herein. -23- In addition there is hereby created by the Authority and ordered established with the Trustee, to the extent funded, the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 Rebate Fund (the “Rebate Fund”), which fund shall not constitute a Trust Fund for purposes of this Indenture, but shall be used and applied as set forth herein. Section 4.03 Custody of Funds. The Revenue Fund, Bond Fund, Reserve Fund, 2021 Costs of Issuance Fund and Rebate Fund created under Section 4.02 of this Indenture shall be in the custody of the Trustee, but in the name of the Authority, and the Authority hereby authorizes and directs the Trustee to apply moneys and investments in such funds as set forth herein, which authorization and direction the Trustee hereby accepts. Section 4.04 Revenue Fund. (a) After all payments and deposits that are required to be made to the Property Tax Reserve Fund, if any, have been made or provided for, on or prior to the last day of each month the Authority shall remit to the Trustee for deposit in the Revenue Fund all Pledged Property Tax Increment Revenues received by the Authority, until such time as no further deposits are required therein as set forth in subsection (c) below. (b) Amounts deposited in the Revenue Fund shall be applied by the Trustee to the following purposes in the following order of priority in each Fiscal Year: (i) All amounts deposited in the Revenue Fund during any Fiscal Year shall be transferred to the Interest Account until the total of the amounts on deposit in the Interest Account shall equal the portion of Debt Service Requirements for such Fiscal Year representing interest on the Series 2021 Bonds, on a pari passu basis with any transfers required to be made to any interest account securing Additional Bonds. (ii) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfer required by subsection (b)(i) of this Section 4.04 has been made or provided for shall be transferred to the Principal Account until the amount on deposit in the Principal Account shall equal the portion of Debt Service Requirements for such Fiscal Year representing principal of the Series 2021 Bonds scheduled to mature or that are subject to mandatory sinking fund redemption in such Fiscal Year, subject to the provisions of Section 3.01(b) hereof, on a pari passu basis with any transfers required to be made to any principal account securing Additional Bonds. (iii) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfers required by subsections (b)(i) and (b)(ii) of this Section 4.04 have been made or provided for shall be transferred to the Reserve Fund, to the extent that the amount on deposit in the Reserve Fund is less than the then- applicable Reserve Fund Requirement, on a pari passu basis with any transfers required to be made to any separate reserve fund securing Additional Bonds. -24- (iv) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfers required by subsections (b)(i) through (b)(iii) of this Section 4.04 have been made or provided for shall be transferred to the Rebate Fund to the extent required by Section 4.11 hereof on a pari passu basis with any transfers required to be made to any separate rebate fund created in connection with the issuance of any Additional Bonds. (c) After all amounts required to be deposited in the Bond Fund (and any bond fund securing Additional Bonds), the Reserve Fund (and any reserve funds securing Additional Bonds) and the Rebate Fund (and any rebate funds created in connection with the issuance of Additional Bonds) have been made during any Fiscal Year as set forth above, or there is on deposit in the Revenue Fund sufficient money to make all remaining payments and transfers from the Revenue Fund as required by subsections (b)(i) through (b)(iv) of this Section 4.04 for the remainder of the then current Fiscal Year, the Authority shall no longer be required to remit Pledged Property Tax Increment Revenues to the Trustee and any excess amounts remaining on deposit with the Trustee in the Revenue Fund after all such required amounts are on deposit in such funds shall be transferred to the Authority for any lawful purpose of the Authority. The Authority may also direct the Trustee in writing to apply any such excess amounts to the payment of Subordinate Obligations. If during any Fiscal Year the Authority has deposited all required Pledged Property Tax Increment Revenues to the Revenue Fund and is no longer making deposits to the Revenue Fund, and thereafter it is determined by the Trustee that further expenditures are required pursuant to the provisions of this Article IV, the Trustee shall notify the Authority in writing and the Authority shall resume transferring Pledged Property Tax Increment Revenues to the Trustee for deposit to the Revenue Fund. Section 4.05 Bond Fund. (a) There shall be deposited in the Interest Account (a) all required transfers from the Revenue Fund as specified in Section 4.04 hereof, (b) all required transfers from the Reserve Fund to pay interest on the Bonds secured thereby as specified in Section 4.06 hereof and any reserve fund created in connection with the issuance of any Additional Bonds, and (c) all other moneys held or received by the Trustee under and pursuant to any of the provisions of this Indenture which are required or which are accompanied by directions not inconsistent with the provisions of this Section 4.05 that such moneys are to be deposited in the Interest Account. Amounts on deposit in the Interest Account shall be used solely to pay the interest on the Bonds as and when the same becomes due. Notwithstanding the foregoing or any other provision of this Indenture, amounts on deposit in the Interest Account from transfers from the Reserve Fund (to the extent that the Reserve Fund does not secure the payment of any Additional Bonds) shall be applied solely to pay the interest on the Series 2021 Bonds. (b) There shall be deposited in the Principal Account (a) all required transfers from the Revenue Fund as specified in Section 4.04 hereof, (b) all required transfers from the Reserve Fund to pay principal on the Bonds secured thereby as specified in Section 4.06 hereof and any reserve fund created in connection with the issuance of any Additional Bonds, and (c) all other moneys held or received by the Trustee under and pursuant to any of the provisions of this Indenture which are required or which are accompanied by directions not inconsistent with the provisions of this Section 4.05 that such moneys are to be deposited in the Principal Account. -25- Amounts on deposit in the Principal Account shall be used solely to pay the principal of and premium, if any, on the Bonds as and when the same becomes due at maturity or prior redemption thereof pursuant to the terms of Article III hereof. Notwithstanding the foregoing or any other provision of this Indenture, amounts on deposit in the Principal Account from transfers from the Reserve Fund (to the extent that the Reserve Fund does not secure the payment of any Additional Bonds) shall be applied solely to pay the principal on the Series 2021 Bonds. Section 4.06 Reserve Fund. Upon the issuance of the Series 2021 Bonds, there shall be deposited in the Reserve Fund proceeds of the Series 2021 Bonds or other available moneys of the Authority in the amount of the Reserve Fund Requirement ($4,210,500). In the event that Additional Bonds are issued that are secured by the Reserve Fund, there shall be deposited in the Reserve Fund proceeds of such Additional Bonds or other available moneys of the Authority in an amount sufficient to satisfy the Reserve Fund Requirement in effect after the issuance of such Additional Bonds. In the event that, five (5) Business Days prior to any Interest Payment Date, the amount on deposit in the Principal Account shall be less than the principal of the Bonds secured by the Reserve Fund maturing or subject to mandatory sinking fund redemption on such Interest Payment Date or the amount on deposit in the Interest Account shall be less than the interest on the Bonds secured by the Reserve Fund coming due on such Interest Payment Date, an amount equal to such deficiency shall be transferred from the Reserve Fund to the Principal Account or Interest Account, as the case may be, and applied to the payment of such interest or principal on the Bonds secured by the Reserve Fund. The money so used shall be replaced to the Reserve Fund from moneys deposited in the Revenue Fund after the deposits required by Sections 4.04(b)(i) and (b)(ii) hereof have been made, and, if necessary, from any moneys received from the City pursuant to the City’s Replenishment Resolution. Amounts on deposit in the Reserve Fund may also be used to make the final debt service payments due on the Series 2021 Bonds and any Additional Bonds secured by the Reserve Fund or for the purpose of refunding or defeasing Bonds secured by the Reserve Fund or discharging this Indenture in accordance with Article VII by paying or providing for the payment of such Bonds. If at any time the Reserve Fund is not funded at an amount equal to the Reserve Fund Requirement, and to the extent any such deficiency is not replenished from Pledged Revenues as set forth above or from another source, the Trustee shall provide written notice to the Executive Director of the Authority and the City Manager setting forth the amount of any such deficiency and requesting that the City replenish the Reserve Fund pursuant to and as provided in the City’s Replenishment Resolution. Any such written notice shall include instructions for making the payment to the Trustee. The Replenishment Resolution provides that within 90 days after the City’s receipt of a written notice from the Trustee of a draw or a deficiency in the Reserve Fund, to the extent that such draw or deficiency has not been replenished by another source, the City shall replenish the Reserve Fund to the Reserve Fund Requirement from legally available funds of the City, subject to appropriation by the City Council in its sole discretion. Any such City payment shall be deposited in the Reserve Fund in immediately available funds pursuant to the instructions set forth in the Written Notice. In the event that the Trustee receives money from the City in excess of the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement, any such excess shall be returned to the City. While the City Council has agreed in the City’s Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation and is never required to do so. The City’s Replenishment Resolution shall not create or constitute a debt, -26- liability or multiple fiscal year financial obligation of the City. Failure by the City Council to appropriate moneys to replenish the Reserve Fund pursuant to the City’s Replenishment Resolution shall never constitute an Event of Default under this Indenture. Any City replenishment of the Reserve Fund shall constitute a loan by the City to the Authority which shall be payable from Pledged Revenues on a basis that is subordinate to the repayment of the Bonds in accordance with the Cooperation Agreement. The Trustee shall determine the balance on deposit in the Reserve Fund as of December 31 of each year and upon any principal payment of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, whether at stated maturity or upon optional or mandatory redemption, and upon the defeasance of all or a portion of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund. The Trustee shall also immediately determine the balance on deposit in the Reserve Fund upon any withdrawal from the Reserve Fund. Nothing herein shall prevent the Trustee from making more frequent determinations of valuation. In the event that the amount on deposit in the Reserve Fund is at any time more than the Reserve Fund Requirement, the Trustee shall transfer such excess moneys to the Bond Fund to be used to pay the Debt Service Requirements on the Bonds and any Additional Bonds secured by the Reserve Fund. Nothing in this Indenture shall be construed as limiting the right of the Authority to substitute for the cash deposit required to be maintained in the Reserve Fund a letter of credit, surety bond, insurance policy, agreement guaranteeing payment or other undertaking by a financial institution to ensure that cash in the amount otherwise required to be maintained in the Reserve Fund will be available to the Authority as needed. Any such credit instrument shall be deposited with the Trustee, who shall ascertain the necessity for a claim against or draw upon the credit instrument and provide notice to the issuer of such credit instrument in accordance with its terms prior to the Interest Payment Date. If a letter of credit is substituted for the cash deposit required to be maintained hereunder, the Trustee shall draw upon such letter of credit prior to its expiration or termination unless an alternate credit instrument conforming with the provisions hereof has been substituted therefor or the amount otherwise required to be maintained hereunder is on deposit in the Reserve Fund. Section 4.07 2021 Costs of Issuance Fund. There shall be deposited in the 2021 Costs of Issuance Fund proceeds of the sale of the Series 2021 Bonds or other available moneys in the amount set forth in Section 2.03 of this Indenture. Moneys held in the 2021 Costs of Issuance Fund shall be used to pay Costs of Issuance related to the Series 2021 Bonds as directed in writing by the Authority Representative. Any amounts held in the 2021 Costs of Issuance Fund that are not required to pay such Costs of Issuance shall, at the written direction of the Authority Representative, be transferred to the Interest Account of the Bond Fund or shall be remitted to the Authority to finance a portion of the costs of the 2021 Improvement Project. The 2021 Costs of Issuance Fund is not a Trust Fund and shall not secure the payment of the Bonds. Section 4.08 Nonpresentment of Bonds. In the event that any Bond shall not be presented for payment when the principal thereof becomes due, either at maturity, or at the date fixed for redemption thereof, or otherwise, if funds sufficient to pay such Bond shall have been made available to the Trustee for the benefit of the Owner thereof, all liability of the Authority to the Owner thereof for the payment of such Bond shall forthwith cease, terminate and be completely -27- discharged, and thereupon it shall be the duty of the Trustee to hold such funds for a period of two (2) years subsequent to the final maturity date of the Bond, for the benefit of the Owner of such Bond who shall thereafter be restricted exclusively to such funds, for any claim of whatever nature on the part of such Owner under this Indenture or on, or with respect to, such Bond. Subsequent to the aforementioned period the Trustee shall pay to the Authority such funds held by the Trustee and the Owner of such Bond shall thereafter be restricted exclusively to seeking payment from the Authority which shall not be required to place such moneys in any trust fund or other special fund or account for the benefit of the Owner of such Bond. Section 4.9 Moneys to Be Held in Trust. All moneys required to be deposited with or paid to the Trustee for deposit in any fund or account created under Section 4.02 hereof shall be held by the Trustee in trust and (except for moneys deposited in the 2021 Costs of Issuance Fund, the Rebate Fund or in any defeasance escrow account) shall, while held by the Trustee, constitute part of the Trust Estate and be subject to the lien or security interest created hereby. Section 4.10 Excesses in Trust Funds. Any amounts remaining in any Trust Fund after payment in full of the principal of, premium, if any, and interest on the Bonds, the reasonable fees, charges and expenses of the Trustee and all other amounts required to be paid hereunder, shall be paid to the Authority to be used for any lawful purpose of the Authority. Section 4.11 Rebate Fund. Upon written request of the Authority Representative, there shall be deposited into the Rebate Fund amounts transferred from the Revenue Fund as required to comply with Section 148(f) of the Tax Code and the Tax Compliance Certificate. In addition, notwithstanding any other provision of this Indenture, upon the written request of the Authority Representative, any investment income or other gain on moneys in any of the funds or accounts may be transferred to the Rebate Fund to enable the Authority to satisfy the requirements of Section 148(f) of the Tax Code. Moneys in the Rebate Fund shall be paid to the United States in the amounts and at the times required by the Tax Code. Any excess moneys contained in the Rebate Fund shall, at the written request of the Authority Representative, be transferred to the Bond Fund. Moneys held in the Rebate Fund shall not be part of the Trust Estate and shall not be subject to the lien created by this Indenture. Section 4.12 Budget and Appropriation of Sums. The sums required to make the payments specified in this Article IV are hereby appropriated for said purposes and said amount for each year shall be included in the bi-annual budget and the appropriations resolution or measures to be adopted or passed by the Board in each year while any of the Bonds, as to either principal or interest, are Outstanding and unpaid. No provisions of any constitution, charter, statute, ordinance, resolution, or other order or measure enacted after the issuance of the Bonds shall in any manner be construed as limiting or impairing the obligation of the Authority to keep and perform the covenants contained in this Indenture so long as any of the Bonds remain Outstanding and unpaid. -28- ARTICLE V GENERAL COVENANTS Section 5.01 Payment of Principal, Premium, if Any, and Interest. The Authority covenants that it shall promptly pay the principal of, premium, if any, and interest on every Bond issued under this Indenture at the place, on the dates and in the manner provided herein and in said Bonds according to the true intent and meaning thereof. The principal of, premium, if any, and interest on the Bonds shall be payable solely from the Trust Estate and shall not constitute an indebtedness, financial obligation or liability of the City, the State or any political subdivision thereof other than the Authority, and neither the City, the State nor any political subdivision thereof other than the Authority shall be liable thereon. Further, the Bonds shall not constitute a debt, indebtedness, financial obligation or liability of the City within the meaning of any constitutional, statutory or charter debt limitation or provision applicable to the City. Neither the members, officials, staff, attorneys or consultants of the Authority, or the City, nor any Persons executing the Bonds, shall be liable personally on the Bonds or subject to any personal liability or accountability by reason of the issuance thereof. Section 5.02 Performance of Covenants; Authority. The Authority shall faithfully perform at all times any and all covenants, requirements, undertakings, stipulations and provisions set forth in this Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining hereto. The Authority is duly authorized under the Constitution and laws of the State, including particularly and without limitation the Act and the Supplemental Act, to issue the Series 2021 Bonds authorized hereby and to execute this Indenture and the Cooperation Agreement and to pledge the receipts and amounts hereby pledged in the manner and to the extent set forth herein. All action taken by the Authority in connection with the issuance of the Series 2021 Bonds and the execution and delivery of this Indenture, has been duly and effectively taken, and the Series 2021 Bonds in the hands of the Owners thereof are and shall be valid and enforceable obligations of the Authority according to the terms thereof and of this Indenture. Section 5.03 Instruments of Further Assurance. The Authority shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular the amounts pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. The Authority, except as specifically provided herein, shall not encumber or otherwise dispose of all or any part of the Trust Estate or the Rebate Fund. Section 5.04 Inspection of Records. All books and records in the possession of the Authority relating to the 2021 Project, the Plan, the Pledged Revenues and the Trust Estate shall at all reasonable times be open to inspection by such accountants or other agents as the Trustee may from time to time designate, provided, however, that the Trustee shall have no duty or obligation to inspect or cause such inspection. -29- Section 5.05 List of Owners. The Trustee shall keep the registration books of the Authority, together with the principal amounts and numbers of each series of Bonds. At reasonable times and under reasonable regulations established by the Trustee, the registration books of a series of Bonds may be inspected and copied by the Authority or by Owners (or a designated representative thereof) of twenty-five percent (25%) or more in principal amount of such series of Bonds then Outstanding, such possession or ownership and the authority of such designated representative to be evidenced to the satisfaction of the Trustee. Section 5.06 Amendment to Plan, Compliance with Cooperation Agreement The Plan may be amended by the City, but the Authority shall not request that an amendment be made and shall contest or cause to be contested any amendment proposed by the City that would (a) result in a failure of the Plan, as so amended, to comply with the requirements of this Indenture, (b) result in an Event of Default by the Authority under this Indenture, or (c) adversely and materially affect the security for the Bonds. The Authority covenants and agrees that the Authority shall comply with the Act and the terms and provisions of the Cooperation Agreement from time to time in effect. Section 5.07 Use of Proceeds. The Authority covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in this Indenture. The Authority covenants and agrees that the Authority shall diligently and in a sound and economical manner carry out and continue to completion, or cause to be carried out and continued to completion, with all practicable dispatch, the 2021 Project in accordance with its duty so to do under and in accordance with the Act, the Plan, and the Resolution. Section 5.08 Books and Accounts; Financial Statements. The Authority covenants and agrees that it shall at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the 2021 Project, the Pledged Revenues, and all funds and accounts relating to the 2021 Project, and shall prepare within one hundred eighty days (six months) after the close of each Fiscal Year a complete financial statement or statements for such year in reasonable detail covering the 2021 Project, the Pledged Revenues, and all other funds or accounts relating to the 2021 Project, certified by a certified public accountant or firm of certified public accountants selected by the Authority, and shall furnish a copy of such statement or statements to any Owner upon written request therefor and to the Trustee. Section 5.09 Protection of Security and Rights of Owners. (a) To the extent permitted by law, the Authority covenants and agrees to preserve and protect the security of the Bonds and the rights of the Owners and to defend their rights under all claims and demands of all Persons. Without limiting the generality of the foregoing, the Authority covenants and agrees to contest or cause to be contested by litigation, court action or otherwise, to the extent permitted by law, (a) any action or claim made in any action or proceeding to which the Authority is a party or in which the subject of such action or claim is that the Pledged Revenues or Trust Funds pledged hereunder cannot be paid to or by the Authority for the Debt Service Requirements on the Bonds, or any other action or claim affecting the validity of the Bonds or materially diluting or materially adversely affecting the security therefor, and (b) -30- any assertion by the United States of America or any department or agency thereof or any other Person that the interest received by the Owners of the Series 2021 Bonds is includible in gross income for purposes of federal income taxation. (b) The Authority covenants and agrees to knowingly take no action which would result in (i) the Pledged Revenues being withheld from the Trustee, or (ii) the interest received by the Owners of the Series 2021 Bonds becoming includible in gross income for purposes of federal income taxation. Section 5.10 Tax Covenant. (a) The Authority hereby covenants for the benefit of each Owner of the Series 2021 Bonds that it will not take any action or omit to take any action with respect to the Series 2021 Bonds, the proceeds thereof, any other funds of the Authority or the facilities financed or refinanced by the proceeds of the Series 2021 Bonds if such action or omission (i) would cause the interest on the Series 2021 Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause interest on the Series 2021 Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the Series 2021 Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. In furtherance of this covenant, the Authority agrees to comply with the procedures set forth in the Tax Compliance Certificate. (b) The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Series 2021 Bonds until the date on which all obligations of the Authority in fulfilling the above covenant under the Tax Code and Colorado law have been met. Notwithstanding any provision of this Section, if the Authority shall obtain an opinion of nationally recognized bond counsel that any specified action required under this Section is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Series 2021 Bonds, the Authority may conclusively rely on such opinion in complying with the requirements of this Section, and the covenants hereunder shall be deemed to be modified to that extent. Section 5.11 Maintenance of Existence. To the extent permitted by law, the Authority covenants and agrees to take no action to terminate its existence except in compliance with Section 31-25-115(2) of the Act, which requires that adequate arrangements be made for the payment of outstanding obligations. Section 5.13 Representations and Warranties of the Authority. The Authority hereby represents, covenants and warrants that: (a) The Authority is a body corporate and politic of the State duly organized under the Act, and has the power to issue the Series 2021 Bonds and to enter into this Indenture, and has taken all actions to date required to authorize the issuance of the Series 2021 Bonds and to execute this Indenture. (b) The grant of the Trust Estate to the Trustee pursuant to this Indenture is in the best interests of the Authority. -31- (c) The 2021 Project is advantageous to the Authority. (d) The issuance of the Series 2021 Bonds and the execution, delivery and performance of this Indenture by the Authority has been duly authorized by the Authority in accordance with the Act, the Supplemental Act and the Plan. (e) This Indenture constitutes a valid and binding obligation of the Authority, enforceable according to its terms, except to the extent limited by bankruptcy, insolvency and other laws of general application affecting creditors’ rights and by equitable principles, whether considered at law or in equity. (f) The issuance of the Series 2021 Bonds and the execution and delivery of this Indenture and the consummation of the transactions contemplated by the Series 2021 Bonds and this Indenture will not (i) conflict with or contravene any law, order, rule or regulation applicable to the Authority or to its governing documents, (ii) result in the breach of any of the terms or provisions or constitute a default under any agreement or other instrument to which the Authority is a party or by which it may be bound or affected, or (iii) permit any party to terminate any agreement or instrument or to accelerate the maturity of any indebtedness or other obligation of the Authority. (g) The Authority knows of no litigation, proceeding, initiative, referendum, investigation or threat of any of the same contesting the powers of the Authority or its officials with respect to the issuance of the Series 2021 Bonds, or affecting the right of the Authority to execute, deliver or perform its obligations under this Indenture. (h) The Property Tax Increment Revenues are not subject to any prior pledge or encumbrance except for the Prior Obligations, and the Authority will not pledge or encumber the Pledged Revenues so long as any of the Bonds remain Outstanding except as permitted pursuant to this Indenture. Section 5.14 Compliance with Continuing Disclosure Certificate. The Authority covenants and agrees to comply with the provisions of the Continuing Disclosure Certificate. Any failure by the Authority to perform in accordance with this Section shall not constitute an Event of Default under this Indenture, and the rights and remedies provided by this Indenture upon the occurrence of an Event of Default shall not apply to any such failure. The Trustee shall not have any power or duty to enforce this Section. No Owner of a Bond shall be entitled to damages for the Authority’s non-compliance with its obligations under this Section. ARTICLE VI INVESTMENT OF MONEYS SECTION Section 6.01 Investment of Moneys. (a) Any moneys held as part of any fund held by the Trustee shall be invested and reinvested by the Trustee, at the written direction of the Authority, in Permitted Investments in accordance with the provisions of the Investment Instructions. Absent written direction, the Trustee shall invest funds into the Federated Treasury Obligations Fund (TOSXX) as standing -32- instructions. All Investment Instructions shall comply with applicable law and with the provisions set forth in the Tax Compliance Certificate and this Indenture. Any such investments shall be held in the name of the Trustee, as Trustee under this Indenture. The Trustee shall sell and reduce to cash a sufficient amount of such investments whenever the cash balance in any fund is insufficient to make a required payment from such fund or upon the written direction of the Authority. The Trustee shall incur no liability for any such investments or reinvestments hereunder except in the case of its gross negligence or failure to comply with any provision of the Investment Instructions. (b) The Authority covenants and certifies to the Trustee and to and for the benefit of the purchasers and Owners of the Outstanding Bonds that so long as any of the Bonds remain Outstanding, moneys on deposit in any fund or account created in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will be invested in accordance with the Investment Instructions, the Tax Compliance Certificate and this Indenture. Pursuant to such covenants, the Authority obligates itself to comply throughout the term of the issue of the Bonds with the requirements of the Tax Code and any regulations promulgated thereunder. The Authority shall direct the Trustee to take all such action as shall be necessary to insure compliance with such covenants of the Authority. (c) Obligations purchased as a result of an investment or reinvestment of moneys in any of the funds held by the Trustee shall be deemed at all times to be a part of such fund and the accounts therein, except as hereinafter provided. Any interest or other gain as a result of any investments or reinvestments of moneys in the Reserve Fund shall be retained in the Reserve Fund until the amount on deposit therein equals the Reserve Fund Requirement and thereafter any interest or other gain in excess of such amount shall be transferred to the Revenue Fund, unless such amount must be rebated to the federal government, in which case such excess amount shall be transferred to the Rebate Fund. Any interest accruing on or any gain realized from the investment or reinvestment of the Revenue Fund, the Bond Fund, the 2021 Costs of Issuance Fund or the Rebate Fund shall be credited or retained in such fund. Any loss resulting from any authorized investment or reinvestment of moneys in any of the funds shall be charged to such fund or account without liability to the Authority or the Trustee or to the commissioners, officers, staff, attorneys, consultants, agents and employees thereof. For the purpose of determining at any given time the balance in any fund or account, any such investment or reinvestment constituting a part of such fund or account shall be valued at the lower of cost or the then estimated or appraised market value of such investment or reinvestment. (d) The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment thereafter absent receipt of written notice or information to the contrary. Investments permitted under this Section 6.01 may be purchased from the Trustee or from any of its affiliates. The Trustee shall not be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of this Section 6.01. (e) The Authority acknowledges that regulations of the Comptroller of the Currency grant the Authority the right to receive brokerage confirmations of the security transactions as they occur. The Authority specifically waives such notification to the extent -33- permitted by law and will receive periodic cash transaction statements from the Trustee which will detail all investment transactions. ARTICLE VII DISCHARGE OF LIEN AND DEFEASANCE OF BONDS Section 7.01 Discharge of Lien and Defeasance of Bonds. (a) If the Authority shall pay or cause to be paid, or there shall otherwise be paid or provision for payment made, to the Owners of the Bonds, the principal of and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Authority shall pay or cause to be paid to the Trustee all sums of money due or to become due to the Trustee, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge the lien of this Indenture, and execute and deliver to the Authority such instruments in writing as shall be required to release the lien of this Indenture, and reconvey, release, assign and deliver unto the Authority any and all of the estate, right, title and interest in and to any and all rights or property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture, except cash and securities held by the Trustee for the payment of the principal of and interest on the Bonds. (b) Any Bond shall be deemed to be paid within the meaning of this Article VII and for all purposes of this Indenture when payment of the principal of such Bond plus interest thereon to the due date thereof either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing in trust and irrevocably setting aside exclusively for such payment (A) moneys sufficient to make such payment, (B) Federal Securities (which shall not contain provisions permitting the redemption thereof at the option of the issuer) maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (C) a combination of such cash and Federal Securities. At such times as a Bond shall be deemed to be paid hereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of this Indenture, except for the purposes of any such payment from such moneys and Federal Securities. (c) In the event that any Bond is deemed to have been paid and defeased in accordance with (ii) of the preceding paragraph, then in connection therewith, the Authority shall cause to be delivered to the Trustee a verification report of an independent nationally recognized certified public accountant. (d) The release of the obligations of the Authority under this Section shall be without prejudice to the right of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred on or about the administration of and performance of its powers and duties hereunder. -34- ARTICLE VIII DEFAULT PROVISIONS AND REMEDIES OF TRUSTEE AND OWNERS Section 8.01 Defaults; Events of Default. The occurrence of any of the following events is hereby declared to constitute an “Event of Default”: (a) Default in the due and punctual payment of interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof; (c) a material default in the performance or observance of any other of the covenants, requirements, agreements or conditions on the part of the Authority set forth in this Indenture (except for the covenant in Section 5.13 hereof) or in the Bonds and failure to remedy the same after notice thereof pursuant to Section 8.11 hereof; or (d) the Authority shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition seeking reorganization of the Authority under the federal bankruptcy laws or any other applicable law of the United States of America, which petition, if filed without the consent of the Authority, shall be determined by the court to be meritorious, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority, or of the whole or ten percent (10%) or more of its property. Section 8.02 Remedies, Rights of Owners. (a) Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds; provided that acceleration shall not be a remedy available to enforce such payment. (b) If an Event of Default shall have occurred and be continuing and if requested to do so by the Owners of twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds and provided that indemnification is furnished as set forth in Section 9.02(m) hereof, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by this Section 8.02, as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners. (c) No remedy conferred upon or reserved to the Trustee (or to the Owners) by the terms of this Indenture is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners hereunder or now or hereafter existing at law or in equity. (d) No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right or power or shall be construed to be a waiver of any such -35- Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. (e) No waiver of an Event of Default hereunder, whether by the Trustee or by the Owners, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. Section 8.03 Right of Owners to Direct Proceedings. Anything in this Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of this Indenture, or for the appointment of a receiver or any other proceedings hereunder, provided that such direction shall not be otherwise than in accordance with the provisions of law and of this Indenture. Section 8.04 Appointment of Receivers. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under this Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, earnings, income, products and profits thereof, pending a determination of such proceedings, with such powers as the court making such appointment shall confer. Section 8.05 Waiver. Upon the occurrence of an Event of Default, to the extent that such rights may then lawfully be waived, neither the Authority, nor anyone claiming through or under it, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws of any jurisdiction now or hereafter in force, in order to prevent or hinder the enforcement of this Indenture, and the Authority, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. Section 8.06 Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys, including without limitation the reasonable fees and expenses of attorneys and advisors, and of the fees, expenses and advances incurred or made by the Trustee, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: FIRST, to the payment to the Persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and SECOND, to the payment to the Persons entitled thereto of the unpaid principal of and premium, if any, on any of the Bonds which shall have become due (other than Bonds matured or called for redemption for the payment of which moneys are held pursuant to the provisions of this Indenture), with interest on such Bonds from the respective dates upon which they became due (with interest on overdue installments of interest, to the extent -36- permitted by law, at the rate of interest borne by the respective Bond) and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the Persons entitled thereto without any discrimination or privilege; and THIRD, to be held for the payment to the Persons entitled thereto as the same shall become due of the principal of and premium, if any, and interest on the Bonds which may thereafter become due either at maturity or upon call for redemption prior to maturity and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with interest then due and owing thereon, payment shall be made ratably according to the amount of principal due on such date to the Persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions of this Section 8.06, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal of, premium, if any, and interest on all Bonds have been paid under the provisions of this Section 8.06 and all reasonable expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be disbursed as provided in Section 4.10 hereof. Section 8.07 Remedies Vested in Trustee. All rights of action (including the right to file proof of claims) under this Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, any such suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee without the necessity of joining as plaintiffs or defendants any Owner of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the Owners of the Outstanding Bonds. Section 8.08 Rights and Remedies of Owners. No Owner shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of this Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy hereunder, unless, (a) a Default has occurred of which the Trustee has been notified as provided in Section 9.02(h) hereof, or of which by said subsection it is deemed to have notice, unless such Default shall have become an Event of Default and the Owners of twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in their own name or names, they have offered to the Trustee indemnity as provided in Section 9.02(m) hereof, nor unless the -37- Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name. Such notification, request and offer of indemnity are hereby declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of this Indenture, and to any action or cause of action for the enforcement of this Indenture, or for the appointment of a receiver or for any other remedy hereunder; it being understood and intended that no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of this Indenture by its, his, her or their action or to enforce any right hereunder except in the manner provided herein, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided herein and for the equal and ratable benefit of the Owners of all Outstanding Bonds. However, nothing set forth in this Indenture shall affect or impair the right of any Owner to enforce the payment of the principal of, premium, if any, and interest on any Bond at and after the maturity thereof, or the obligation of the Authority to pay the principal of, premium, if any, and interest on each of the Bonds issued hereunder to the respective Owners at the time, place, from the source and in the manner expressed in the Bonds. Section 8.09 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under this Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to this Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Section 8.10 Waivers of Events of Default. The Trustee may, with the consent of the Owners of a majority in aggregate principal amount of Bonds then Outstanding, waive any Event of Default hereunder and its consequences, and notwithstanding anything else to the contrary contained in this Indenture, shall do so upon the written request of the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding; provided, however, that there shall not be waived any Event of Default in the payment of the principal of or interest on any Outstanding Bonds unless prior to such waiver or rescission, all arrears of principal and interest, both, to the extent permitted by law, with interest at the rate of interest borne by the respective Bond on overdue installments, and all reasonable expenses of the Trustee in connection with such Event of Default shall have been paid or provided for. In case of any such waiver or rescission, then and in every such case the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Default or impair any right consequent thereon. Section 8.11 Notice of Defaults Under Section 8.01(c); Opportunity to Cure. Anything herein to the contrary notwithstanding, including but not limited to Section 8.05 of this Indenture, no Default under Section 8.01(c) hereof shall constitute an Event of Default until actual notice of such Default by registered or certified mail shall be given to the Authority by the Trustee or by the Owners of not less, than twenty-five percent (25%) in aggregate principal amount of all Outstanding Bonds and the Authority shall have had 30 days after receipt of such notice to correct said Default or cause said Default to be corrected, and shall not have corrected said Default or caused said Default to be corrected within the applicable period; provided, however, if said Default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of -38- Default if corrective action is instituted by the Authority within the applicable period and diligently pursued until the Default is corrected. ARTICLE IX TRUSTEE Section 9.01 Representations and Warranties of the Trustee. The Trustee hereby represents, covenants and warrants that: (a) The Trustee is a national banking association that is duly organized, validly existing and in good standing under the laws of the United States of America and is duly qualified to do business in the State, to accept the grant of the Trust Estate from the Authority hereunder and to execute, deliver and perform its obligations under this Indenture. (b) The execution, delivery and performance of this Indenture by the Trustee has been duly authorized by the Trustee. (c) This Indenture is enforceable against the Trustee in accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State and its governmental bodies of the police power inherent in the sovereignty of the State and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America. (d) To the Trustee’s knowledge, the execution, delivery and performance of the terms of this Indenture by the Trustee does not and will not conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitute a default under any of the foregoing or result in the creation or, except as specifically provided in this Indenture, imposition of a lien or encumbrance whatsoever upon the Trust Estate or any of the property or assets of the Trustee. (e) To the Trustee’s knowledge, there is no litigation or proceeding pending or threatened in writing against the Trustee affecting the right of the Trustee to execute, deliver or perform its obligations under this Indenture. Section 9.02 Acceptance of Trusts. The Trustee hereby accepts the trusts imposed upon it by this Indenture, and agrees to perform said trusts, but only upon and subject to the following express terms and conditions: (a) The Trustee, prior to the occurrence of an Event of Default and after the curing of all Events of Default which may have occurred, undertakes to perform such duties and only such duties as are specifically set forth in this Indenture. In case an Event of Default has occurred (which has not been cured or waived), the Trustee shall exercise such of the rights and powers vested in it by this Indenture and use the same degree of care and skill in the exercise of such rights and powers as an ordinary prudent person would exercise or use under an indenture similar to this Indenture. -39- (b) The Trustee may exercise any powers under this Indenture and perform any duties required of it through attorneys, agents, officers or employees, and shall be entitled to the advice of counsel concerning all matters involving the Trustee’s duties hereunder. The Trustee may act upon the opinion or advice of any attorney engaged by the Trustee in the exercise of reasonable care without liability for any loss or damage resulting from any action or omission taken in good faith reliance upon that opinion or advice. The Trustee shall not be liable for any loss or damage resulting from any action or omission taken by its agents, officers and employees to whom discretion or authority hereunder has been delegated by the Trustee, provided the Trustee was not negligent in its selection of or delegation to the agent, officer or employee. (c) The Trustee shall not be responsible for any recital herein or in the Bonds (except with respect to the certificate of the Trustee endorsed on the Bonds), or for the validity of the execution by the Authority of this Indenture or of any supplements hereto or instruments of further assurance, or for the sufficiency of the security for the Bonds issued hereunder or intended to be secured hereby, and the Trustee shall not be bound to ascertain or inquire as to the performance or observance of any covenants, conditions or agreements on the part of the Authority, except as set forth in subsection 9.02(h) of this Indenture; but the Trustee may require of the Authority full information and advice as to the performance of the covenants, conditions and agreements aforesaid. The Trustee shall have no obligation to perform any of the duties of the Authority hereunder. (d) The Trustee shall not be accountable for the use of any Bonds authenticated or delivered hereunder. The Trustee may become the Owner of Bonds secured hereby and may otherwise deal with the Authority with the same rights which it would have if it were not the Trustee. (e) The Trustee shall be protected in acting upon any notice, request, consent, certificate, order, affidavit, letter, telegram or other paper or document reasonably believed to be genuine and correct and to have been signed or sent by the proper Person or Persons. Any action taken by the Trustee pursuant to this Indenture upon the request or authority or consent of any Person who at the time of making such request or giving such authority or consent is the Owner of any Bond shall be conclusive and binding upon all future Owners of the same Bond and upon Bonds issued in exchange therefor or in place thereof. (f) As to the existence or nonexistence of any fact or as to the sufficiency or. validity of any instrument, paper or proceeding, the Trustee shall be entitled to rely upon a certificate signed by the Authority Representative as sufficient evidence of the facts therein contained and prior to the occurrence of a Default of which the Trustee has been notified as provided in Section 9.02(h) hereof, or of which by Section 9.02(h) hereof it shall be deemed to have notice, may also accept a similar certificate to the effect that any particular dealing, transaction or action under this Indenture is necessary or expedient, but may at its discretion secure such further evidence deemed by it to be necessary or advisable, but shall in no case be bound to secure the same. The Trustee may accept a certificate of such officials of the Authority who executed the Bonds (or their successors in office) under the seal of the Authority to the effect that a resolution in the form therein set forth has been adopted by the Authority as conclusive evidence that such resolution has been duly adopted and is in full force and effect. -40- (g) The permissive right of the Trustee to do things enumerated in this Indenture shall not be construed as a duty, and the Trustee shall not be answerable for other than its gross negligence or willful misconduct, including without limitation a breach of fiduciary duty or gross negligence, or failure to comply with applicable law. (h) The Trustee shall not be required to take notice or be deemed to have notice of any Default hereunder unless the Trustee shall be specifically notified in writing of such Default by the Authority or by the Owners of at least twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds, and all notices or other instruments required by this Indenture to be delivered to the Trustee, must, in order to be effective, be delivered at the Principal Corporate Trust Office of the Trustee, and in the absence of such notice so delivered the Trustee may conclusively assume there is no Default except as aforesaid. (i) All moneys received by the Trustee shall, until used or applied or invested as provided herein, be held in trust for the purposes for which they were received but need not be segregated from other funds except to the extent required by this Indenture or by law. (j) At any and all reasonable times and upon reasonable notice, the Trustee, and its duly authorized agents, attorneys, experts, engineers, accountants and representatives, shall have the right, but shall not be required, to fully to inspect any and all of the books and records of the Authority pertaining to the 2021 Project, the Pledged Revenues and the Bonds. (k) The Trustee shall not be required to give any note or surety in respect of the execution of the said trusts and powers or otherwise in respect of the premises. (l) Notwithstanding anything elsewhere in this Indenture with respect to the authentication of any Bonds, the withdrawal of any cash, the release of any property or any action whatsoever within the purview of this Indenture, the Trustee shall have the right, but shall not be required, to demand any showings, certificates, opinions, appraisals or other information, or corporate action or evidence thereof, in addition to that by the terms hereof required as a condition of such action, by the Trustee deemed desirable for the purpose of establishing the right of the Authority to the authentication of any Bonds, the withdrawal of any cash or the taking of any other action by the Trustee. (m) Before taking the action referred to in Sections 8.02 or 8.07 hereof, the Trustee may require that a satisfactory indemnity bond be furnished by or on behalf of the Owners for the reimbursement of all expenses to which it may be caused to incur and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence, default or non-conformity with applicable law in connection with any such action. (n) No provision of this Indenture shall require the Trustee to expend or risk its own funds or otherwise incur any financial liability in the performance of any of its duties hereunder or in the exercise of any of its rights or powers hereunder, if it shall have reasonable grounds for believing repayment of such funds or adequate indemnity against such risk is not reasonably assured to it. Section 9.03 Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for all reasonable fees and expenses as set forth in accordance with -41- its agreement with the Authority, which, notwithstanding any other provision hereof, may be amended at any time by agreement of the Authority and the Trustee without the consent of or notice to the Owners. Section 9.04 Notice to Owners if Default Occurs. If a Default occurs of which the Trustee is by Section 9.02(h) hereof required to take notice or if notice of Default be given as provided herein, then the Trustee shall promptly give notice thereof by registered or certified mail to the Owner of each Bond on the list of Owners required by the terms of Section 5.05 hereof to be kept at the Principal Corporate Trust Office of the Trustee. Section 9.05 Intervention by Trustee. In any judicial proceeding to which the Authority is a party and which in the reasonable opinion of the Trustee and its counsel has a substantial bearing on the interests of the Owners of the Bonds, the Trustee may intervene on behalf of Owners and, upon receipt of indemnification or security satisfactory to the Trustee, shall do so if requested in writing by the Owners of at least twenty-five percent (25%) of the aggregate principal amount of Outstanding Bonds. Section 9.06 Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee hereunder and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges, duties, obligations, responsibilities and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything herein to the contrary notwithstanding. Section 9.07 Resignation by Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days written notice thereof by registered or certified mail (a) to the Authority and (b) to the Owner of each Bond as shown by the list of Owners required by Section 5.05 hereof to be kept by the Trustee, and such resignation shall not take effect until the appointment of a successor Trustee by the Owners or by the Authority. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Section 9.08 Removal of Trustee. The Trustee may be removed at any time by resolution of the Board or by an instrument or concurrent instruments in writing delivered to the Trustee and to the Authority and signed by the Owners of a majority in aggregate principal amount of Outstanding Bonds. No removal of the Trustee shall be effective until the appointment of a successor Trustee by the Authority or by the Owners, as the case may be. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after receipt by the Trustee of an instrument of removal of the Trustee, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Section 9.09 Appointment of Successor Trustee. In case the Trustee shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise -42- become incapable of acting, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Authority or by the Owners of a majority in aggregate principal amount of Outstanding Bonds by an instrument or concurrent instruments in writing signed by such Owners, or by their attorneys in fact duly authorized, a copy of which shall be delivered personally or sent by registered mail to the Authority. Every such Trustee appointed pursuant to the provisions of this Section shall be a trust company or bank in good standing having a reported capital and surplus of not less than $50,000,000 if there be such an institution willing, qualified and able to accept the trust upon customary terms. Section 9.10 Acceptance by Any Successor Trustee. Every successor Trustee appointed shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties, obligations and responsibilities of its predecessor; but such predecessor shall, nevertheless, on the written request of the Authority Representative, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys, documents and records held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where the Indenture shall have been filed or recorded, if any. ARTICLE X SUPPLEMENTAL INDENTURES Section 10.01 Supplemental Indentures Not Requiring Consent of Owners. The Authority and the Trustee may, without consent of or notice to any of the Owners, enter into an indenture or indentures supplemental to this Indenture for any one or more of the following purposes so long as such action does not materially adversely affect the rights of the Owners hereunder: (a) to cure any ambiguity or formal defect or omission in this Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners or the Trustee, or to impose any additional covenants, duties or responsibilities upon the Trustee for the benefit of the Owners or the Authority; (c) to subject to this Indenture additional revenues, properties or collateral; -43- (d) to modify, amend or supplement this Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) to provide for the issuance of Additional Bonds pursuant to and subject to the provisions of Section 2.12 hereof; (f) to evidence the succession of a new Trustee hereunder; (g) To preserve or protect the excludability from gross income for federal income tax purposes of the interest allocable to the Bonds; (h) to permit continued compliance with the Tax Compliance Certificate; or (i) to make any other amendment to the terms and provisions of this Indenture that is not materially adverse to the interests of the Owners of the Bonds. Section 10.02 Supplemental Indentures Requiring Consent of Owners. Exclusive of supplemental indentures permitted by Section 10.01 hereof and subject to the terms and provisions set forth in this Section 10.02, and not otherwise, the Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, from time to time, anything set forth in this Indenture to the contrary notwithstanding, to consent to and approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions set forth in this Indenture or in any supplemental indenture; provided, however, that nothing in this Section or in Section 10.01 hereof set forth shall permit, or be construed as permitting, without the consent of the Owners of all Bonds Outstanding who are materially adversely affected thereby, (a) an extension of the maturity of the principal of, or the interest on, any Bond issued hereunder, or (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indentures, or (e) the creation of any lien ranking prior to or on a parity with the lien of this Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (f) the deprivation of the Owner of any Outstanding Bond of the lien hereby created on the Trust Estate. If at any time the Authority shall request the Trustee to enter into any such supplemental indenture for any of the purposes of this Section, the Trustee shall, upon being satisfactorily indemnified with respect to reasonable actual expenses, cause notice of the proposed execution of such supplemental indenture to be given by registered or certified mail to the Owner of each Bond. Such notices shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the Principal Corporate Trust Office of the Trustee for inspection by all Owners. If, within 60 days or such longer period as shall be prescribed by the Authority following such notices, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding or of all Bonds Outstanding who are materially adversely -44- affected thereby, as the case may be, at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as provided herein, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as in this Section 10.02 permitted and provided, this Indenture shall be and be deemed to be modified and amended in accordance therewith. ARTICLE XI MISCELLANEOUS Section 11.01 Consents of Owners. Any consent, request, direction, approval, objection or other instrument required by this Indenture to be signed and executed by the Owners may be in any number of concurrent documents and may be executed by such Owners in person or by an agent appointed in writing. Proof of the execution of any such consent, request, direction, approval, objection or other instrument or of the written appointment of any such agent or of the ownership of Bonds, if made in the following manner, shall be sufficient for any of the purposes of this Indenture, and shall be conclusive in favor of the Trustee with regard to any action taken by it under such request or other instrument, namely: (a) The fact and date of the execution by any Person of any such writing may be proved by the certificate of any officer in any jurisdiction who by law has power to take acknowledgments within such jurisdiction that the Person signing such writing acknowledged before him or her the execution thereof, or by an affidavit of any witness to such execution. (b) The fact of ownership of Bonds and the amount or amounts, numbers and other identification of such Bonds, and the date of holding the same shall be proved by the registration books of the Authority maintained by the Trustee pursuant to Section 5.05 hereof. For all purposes of this Indenture and of the proceedings for the enforcement hereof, such Person shall be deemed to continue to be the Owner of such Bond until the Trustee shall have received notice in writing to the contrary. Section 11.02 Limitation of Rights. With the exception of any rights herein expressly conferred, nothing expressed or mentioned in or to be implied from this Indenture or the Bonds is intended or shall be construed to give to any Person or company other than the parties hereto, and the Owners of the Bonds, any legal or equitable right, remedy or claim under or with respect to this Indenture or any covenants, conditions and provisions herein contained; this Indenture and all of the covenants, conditions and provisions hereof being intended to be and being for the sole and exclusive benefit of the parties hereto and the Owners of the Bonds as provided herein. Section 11.03 No Recourse Against Officers and Agents. Pursuant to § 11-57-209 of the Supplemental Act, if a member of the Board, or any officer or agent of the Authority acts in good faith, no civil recourse shall be available against such Board member, officer, or agent for payment of the principal or interest on the Bonds. Such recourse shall not be available either -45- directly or indirectly through the Board or the Authority, or otherwise, whether by virtue of any constitution, statute, rule of law, enforcement of penalty, or otherwise. By the acceptance of the Bonds and as a part of the consideration of their sale or purchase, any person purchasing or selling such Bonds specifically waives any such recourse. Section 11.04 Limitation of Actions. Pursuant to Section 11-57-212 of the Supplemental Act, no legal or equitable action brought with respect to any legislative acts or proceedings of the Board in connection with the authorization or issuance of the Bonds shall be commenced more than thirty days after the authorization of the Bonds. Section 11.05 Severability. If any provision of this Indenture shall be held or deemed to be or shall, in fact, be illegal, inoperative or unenforceable, the same shall not affect any other provision or provisions herein contained or render the same invalid, inoperative or unenforceable to any extent whatever. Section 11.06 Notices. Any notice, request, complaint, demand, communication or other paper shall be sufficiently given and shall be deemed given when delivered or mailed by registered or certified mail, postage prepaid, or sent by telegram, addressed as follows: if to the Authority, to Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, 7500 West 29th Avenue, Wheat Ridge, Colorado 80033, Attention: Executive Director; if to the Trustee, to BOKF, N.A., c/o BOK Financial, 1600 Broadway, Denver, CO 80202, Attention: Corporate Trust Department. A duplicate copy of each notice required to be given hereunder by the Trustee or the Authority shall also be given to counsel designated by the Authority. The Authority and the Trustee may designate by written notice given by each to the others any further or different means by which communication may be given and any further or different addresses to which subsequent notices, certificates or other communications shall be sent when required as contemplated by this Indenture. Section 11.07 Payments Due on Saturdays, Sundays and Holidays. In any case where the date of maturity of interest on or principal of the Bonds or the date fixed for redemption of any Bonds shall be in the city of the Trustee’s Principal Corporate Trust Office a Saturday, Sunday or a legal holiday or a day on which banking institutions are authorized by law to close, then payment of principal, premium, if any, or interest need not be made on such date but may be made on the next succeeding Business Day with the same force and effect as if made on the date of maturity, the interest payment date, or the date fixed for redemption, and no interest shall accrue for the period from and after such date. Section 11.08 Counterparts. This Indenture may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. Section 11.09 Applicable Provisions of Law. This Indenture shall be governed by and construed in accordance with the laws of the State. Section 11.10 Electronic Signatures and Electronic Transactions. In the event that any individual who is authorized to execute this Indenture on behalf of the Authority or the Trustee is not able to be physically present to manually sign this Indenture, such individual is hereby -46- authorized to execute this Indenture electronically via facsimile or email signature. The authorization to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Indenture shall carry the full legal force and effect of any original, handwritten signature. The transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid counterparts of such original documents for all purposes, including the filing of any claim, action or suit in the appropriate court of law. Section 11.11 Rules of Interpretation. (a) In this Indenture, unless the context otherwise requires: (i) the terms “herein,” “hereunder,” “hereby,” “hereto,” “hereof’ and any similar terms refer to this Indenture as a whole and not to any particular article, section or subdivision hereof; and the term “heretofore” means before the date of execution of this Indenture, the term “now” means at the date of execution of this Indenture, and the term “hereafter” means after the date of execution of this Indenture; (ii) words of the masculine gender include correlative words of the feminine and neuter genders and words importing the singular number include the plural number and vice versa; and (b) Nothing expressed or implied in this Indenture is intended or shall be construed to confer upon or to give any Person, other than the Authority, the Trustee and the registered owners of the Bonds, any right, remedy or claim under or by reason of this Indenture or any covenant, agreement, condition or stipulation hereof. Section 11.12 Captions. The captions and headings in this Indenture are for convenience only and in no way define, limit or describe the scope or intent of any provisions or Sections of this Indenture. IN WITNESS WHEREOF, the Authority and the Trustee have executed this Indenture as of the date first above written. WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE Walt Pettit, Chair [SEAL] ATTEST: Steve Art, Executive Director BOKF, N.A., as Trustee -47- A-1 EXHIBIT A FORM OF SERIES 2021 BOND Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-__ $____________ Interest Rate Maturity Date Original Dated Date CUSIP December 1, 20__ November 9, 2021 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: ________________________ DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of [closing date], 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business A-2 on a Special Record Date, as provided in the Indenture, for the payment of such defaulted interest. Such Special Record Date shall be fixed by the Trustee pursuant to the terms of the Indenture. Alternative means of payment of interest may be used if mutually agreed to in writing between the Owner of any Series 2021 Bond and the Trustee, as provided in the Indenture. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture. This Series 2021 Bond bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. This Series 2021 Bond is one of an authorized issue of bonds designated the “Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021,” limited, except as provided with respect to Additional Bonds, in aggregate principal amount to $42,105,000, issued by the Authority for the purpose of providing funds to finance the costs of the 2021 Project (as defined in the Indenture), in accordance with the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the “Act”), as from time to time amended and supplemented. The Series 2021 Bonds are issued under the authority of the Act in connection with urban renewal projects, activities or operations of the Authority under the Act. The Series 2021 Bonds are also issued under pursuant to the Supplemental Public Securities Act, constituting part 2 of article 57 of title 11, Colorado Revised Statutes (the “Supplemental Act”), as from time to time amended and supplemented and under the authority of, and in full conformity with, the Constitution and the laws of the State of Colorado. Pursuant to Section 11-57-210 of the Supplemental Act, this recital that the Series 2021 Bonds are issued pursuant to the Supplemental Act shall be conclusive evidence of the validity and regularity of the issuance of the Series 2021 Bonds after their delivery for value. The Series 2021 Bonds are and shall be special obligations of the Authority equally secured by an irrevocable pledge of, and payable as to principal, premium, if any, and interest from, the Trust Estate, except to the extent otherwise provided therein, without priority for number, date of sale, date of execution or date of delivery, except as provided in the Indenture. The Owners of the Series 2021 Bonds may not look to any general or other fund of the Authority for the payment of the principal of or interest thereon except the Trust Estate. Principal of, premium, if any, and interest on the Series 2021 Bonds shall not constitute an indebtedness, financial obligation or liability of the City, the State or any political subdivision thereof other than the Authority, and neither the City, the State nor any political subdivision other than the Authority thereof shall be liable thereon, nor in any event shall the principal of, premium, if any, or interest on the Series 2021 Bonds be payable out of any funds or properties other than the Trust Estate. Further, the Series 2021 Bonds shall not constitute a debt, indebtedness, financial obligation or liability within the meaning of any constitutional, statutory or charter debt limitation or provision applicable to the City. Neither the members, officials, staff, attorneys or consultants of the authority, or the City, nor any persons executing the Series 2021 Bonds, shall be personally liable on the Series 2021 Bonds or subject to any personal liability or accountability by reason of the issuance thereof. The Series 2021 Bonds constitute an irrevocable first lien (but not necessarily an exclusive first lien) upon the Trust Estate, which includes but is not limited to the Pledged Property Tax Increment Revenues. A-3 Reference is hereby made to the Indenture, and to any and all modifications and amendments thereof, for a description of the provisions, terms and conditions upon which the Series 2021 Bonds of this issue are issued and secured, including, without limitation, the nature and extent of the security for the Bonds, the conditions for issuing Additional Bonds that are on a parity with the Series 2021 Bonds, provisions with respect to the custody and application of the proceeds of the Series 2021 Bonds, the collection and disposition of the revenues and moneys charged with and pledged to the payment of the principal of, interest on and any premium due in connection with the redemption of the Series 2021 Bonds, the terms and conditions on which the Series 2021 Bonds are issued, a description of the special funds created in the Indenture and the nature and extent of the security and pledge afforded thereby for the payment of the principal of, interest on and any premium due in connection with the redemption of the Series 2021 Bonds, and the manner of enforcement of said pledge, the terms and conditions upon which the Series 2021 Bonds will be deemed to be paid at or prior to maturity or redemption of the Series 2021 Bonds upon the making of provision for the full or partial payment thereof, the rights of the Owners upon the occurrence of an Event of Default, the rights, duties, immunities and obligations of the Authority and the members of the Board of the Authority and also the rights and remedies of the registered owners of the Bonds. The Indenture permits amendments thereto with the approval of the Owners of not less than a majority or, in certain instances, 100% in aggregate principal amount of the Bonds at the time Outstanding, as defined in the Indenture. The Indenture also contains provisions permitting the Authority and the Trustee to enter into amendments to the Indenture without the consent of the Owners of the Bonds for certain purposes, as set forth in the Indenture. This Series 2021 Bond is issued with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability and construction. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture, and the issuance of this Series 2021 Bond do exist, have happened and have been performed in due time, form and manner as required by law. This Series 2021 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture, unless it shall have been authenticated by an authorized signatory of the Trustee. A-4 IN WITNESS WHEREOF, the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge has caused this Series 2021 Bond to be executed in its name by the signature of its Chair of the Board of Commissioners and its corporate seal to be hereunto impressed or imprinted hereon and attested by the signature of its Executive Director as of the date specified above. WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE [SEAL] By Chair, Board of Commissioners Attest: By Executive Director A-5 CERTIFICATE OF AUTHENTICATION This bond is one of the Series 2021 Bonds of the issue described in the above-referenced Indenture. BOKF, N.A., as Trustee Dated: November 9, 2021 By Authorized Officer A-6 58709681.v12 ASSIGNMENT (The Trustee may require the payment, by the Owner of any Bond requesting transfer, of any reasonable charges, as well as any taxes, transfer fees or other governmental charges required to be paid with respect to such transfer.) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _______________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints_________________ attorney to transfer the within Bond on the records kept for registration thereof, with full power of substitution in the premises. Dated: Signature Signature Guaranteed: Signature Guaranteed by a Member of a Medallion Signature Program Address of Transferee: ____________________________________ ____________________________________ ____________________________________ Social Security or other Tax Identification Number of Transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. COOPERATION AGREEMENT BETWEEN THE CITY OF WHEAT RIDGE AND WHEAT RIDGE URBAN RENEWAL AUTHORITY THIS COOPERATION AGREEMENT (this “Agreement”) dated as of June 14, 2021, is made and entered into between the CITY OF WHEAT RIDGE, COLORADO (the “City”) and the WHEAT RIDGE URBAN RENEWAL AUTHORITY d/b/a/ RENEWAL WHEAT RIDGE (the “Authority”). WHEREAS, the City is a Colorado home rule municipality with all the powers and authority granted pursuant to Article XX of the Colorado Constitution and its home rule charter (the “Charter”); and WHEREAS, the Authority is a Colorado Urban Renewal Authority, with all the powers and authority granted to it pursuant to Title 31, Article 25, Part 1, Colorado Revised Statutes (“C.R.S.”) (the “Act”); and WHEREAS, pursuant to Article XIV of the Colorado Constitution, and Title 29, Article 1, Part 2, C.R.S., the City and the Authority are authorized to cooperate and contract with one another to provide any function, service or facility lawfully authorized to each governmental entity; and WHEREAS, the City Council of the City (the “City Council”) has previously adopted the I-70/Kipling Corridors Urban Renewal Plan, as amended (the “Urban Renewal Plan” or the “Plan”) for the area described therein (the “Plan Area”); and WHEREAS, pursuant to and in accordance with the Act, the Plan provides for the undertaking of urban renewal projects within the meaning of the Act; and WHEREAS, pursuant to Section 31-25-109 of the Act, the Authority has the power and authority to issue bonds (including refunding bonds), notes and other obligations to finance the activities or operations of the Authority permitted and authorized under the Act; and WHEREAS, the Authority previously entered into a Loan Agreement, dated as of October 18, 2018, with BOKF, NA d/b/a Colorado State Bank and Trust (the “2018 Lender”) pursuant to which the 2018 Lender made a loan to the Authority in the original principal amount of $6,375,000, bearing interest at a per annum interest rate equal to 4.650% (the “2018 Loan”) to finance certain projects in the Plan Area (as described in the Plan) located at the southwest corner of the intersection of Interstate 70 and Colorado Highway 58; and WHEREAS, the 2018 Loan may be prepaid, in whole or in part, at any time after the third anniversary of the closing date of the 2018 Loan without prepayment penalty, upon not less than 15 days written notice to the 2018 Lender; and WHEREAS, the Authority desires to refund, pay and defease in whole all of the outstanding 2018 Loan (the “2021 Refunding Project”) and to provide additional moneys to 2 59029569.v2 undertake additional urban renewal projects within the Plan Area (the “2021 Improvement Project” and together with the 2021 Refunding Project, the “2021 Project”); and WHEREAS, in order to finance the 2021 Project, the Authority desires to issue its Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”); and WHEREAS, the 2021 Project is being undertaken to facilitate the elimination and prevention of blighted areas; and WHEREAS, pursuant to section 31-25-112, C.R.S., the City is specifically authorized to do all things necessary to aid and cooperate with the Authority in connection with the planning or undertaking of any urban renewal plans, projects, programs, works, operations, or activities of the Authority, to enter into agreements with the Authority respecting such actions to be taken by the City, and appropriating funds and making such expenditures of its funds to aid and cooperate with the Authority in undertaking the 2021 Improvement Project and carrying out the Plan; and WHEREAS, the Authority has determined that effectuating the 2021 Refunding Project and financing the 2021 Improvement Project in order to remediate blight is consistent with and in furtherance of the purposes of the Authority and the Plan; and WHEREAS, the Plan contemplates that a primary method of financing projects within the Plan Area will be through the use of property tax increment revenues; and WHEREAS, the Plan authorizes the Authority to pledge such property tax increment revenues to finance or refinance public infrastructure that benefits the Plan Area; and WHEREAS, the Authority has determined that it is necessary, desirable and in the best interest of the Authority to authorize, approve and direct the issuance, sale and delivery of the Series 2021 Bonds to finance the 2021 Project; and WHEREAS, the Series 2021 Bonds will be issued under and pursuant to the Indenture of Trust dated as of the date of delivery of the Series 2021 Bonds (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”); and WHEREAS, capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture; and WHEREAS, the Series 2021 Bonds will be special and limited obligations of the Authority payable solely from and secured by the Trust Estate, which includes the Pledged Property Tax Increment Revenues; and WHEREAS, the Series 2021 Bonds will be secured by the Reserve Fund that will be maintained in an amount equal to the Reserve Fund Requirement; and WHEREAS, in order to help facilitate the financing of the 2021 Project, the City Council has adopted Resolution No. 29, Series of 2021 (the “Replenishment Resolution”) declaring its 3 59029569.v2 non-binding present intent and expectation that the City Council will appropriate funds sufficient to replenish the Reserve Fund to the Reserve Fund Requirement in the event of a deficiency thereunder, within the limits of available funds and revenues, to the extent that Pledged Revenues or other available moneys are not available to fully replenish the Reserve Fund, in the sole discretion of the City Council; and WHEREAS, the City Council has conducted a public hearing on this Agreement pursuant to Section 12.10 of the Charter; and WHEREAS, in connection with the financing of the 2021 Project and the issuance of the Series 2021 Bonds by the Authority, it is necessary and in the best interests of the City and the Authority to enter into this Agreement. NOW, THEREFORE, in consideration of the mutual promises set forth below, the City and the Authority agree as follows: 1. LOAN. If the City Council appropriates funds pursuant to the Replenishment Resolution to replenish the Reserve Fund as set forth therein and in the Indenture, such funds shall be a loan from the City to the Authority to be repaid as provided herein. 2. PAYMENT. All amounts payable by the Authority to the City hereunder shall be repaid from and to the extent of available Pledged Revenues (as defined in the Indenture), or from other available revenues of the Authority, provided that any such repayment from Pledged Revenues shall be made on a basis expressly subordinate and junior to the payments due on the Series 2021 Bonds and any other obligations or indebtedness that are secured or payable in whole or in part by the Pledged Revenues on a parity with the Series 2021 Bonds. 3. FURTHER COOPERATION. (a) The City shall continue to make available such employees of the City as may be necessary and appropriate to assist the Authority in carrying out any authorized duty or activity of the Authority pursuant to the Act, the Plan, or any other lawfully authorized duty or activity of the Authority. (b) The City agrees to pay to the Authority any Pledged Property Tax Increment Revenues when, as, and if received by the City, but which are due and owing to the Authority pursuant to the Plan and the Act. 4. GENERAL PROVISIONS. (a) Separate Entities. Nothing in this Agreement shall be interpreted in any manner as constituting the City or its officials, representatives, consultants, or employees as the agents of the Authority, nor as constituting the Authority or its officials, representatives, consultants, or employees as agents of the City. Each entity shall remain a separate legal entity pursuant to applicable law. Neither party shall be deemed hereby to have assumed the debts, obligations, or liabilities of the other. 4 59029569.v2 (b) Third Parties. Neither the City nor the Authority shall be obligated or liable under the terms of this Agreement to any person or entity not a party hereto, provided, however, that the Trustee is a third party beneficiary to the provisions in Section 3(b) hereof related to the City’s obligation to remit to the Authority any Pledged Property Tax Increment Revenues received by the City that are due and owing to the Authority. (c) Modifications. No modification or change of any provision in this Agreement shall be made, or construed to have been made, unless such modification is mutually agreed to in writing by both parties and incorporated as a written amendment to this Agreement. Memoranda of understanding and correspondence shall not be construed as amendments to the Agreement. (d) Entire Agreement. This Agreement shall represent the entire agreement between the parties with respect to the subject matter hereof and shall supersede all prior negotiations, representations, or agreements, either written or oral, between the parties relating to the subject matter of this Agreement and shall be independent of and have no effect upon any other contracts. (e) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. (f) Assignment. Except for the pledge under the Indenture, this Agreement shall not be assigned, in whole or in part, by either party without the written consent of the other. (g) Waiver. No waiver of a breach of any provision of this Agreement by either party shall constitute a waiver of any other breach or of such provision. Failure of either party to enforce at any time, or from time to time, any provision of this Agreement shall not be construed as a waiver thereof. The remedies reserved in this Agreement shall be cumulative and additional to any other remedies in law or in equity. (h) Counterparts. This Agreement may be simultaneously executed in several counterparts, each of which shall be an original and all of which shall constitute but one and the same instrument. (i) Electronic Signatures. In the event that any individual who is authorized to execute this Agreement on behalf of the Authority or the City is not able to be physically present to manually sign this Agreement, such individual is hereby authorized to execute this Agreement electronically via facsimile or email signature. The authorization to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to this Agreement shall carry the full legal force and effect of any original, handwritten signature. The transactions described herein may be conducted and related documents may be stored by electronic means. Copies, telecopies, facsimiles, electronic files and other reproductions of original executed documents shall be deemed to be authentic and valid PRELIMINARY OFFICIAL STATEMENT DATED OCTOBER 20, 2021 NEW ISSUE RATING: S&P: “AA-” BOOK-ENTRY ONLY See “RATING” In the opinion of Butler Snow LLP, Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Series 2021 Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Series 2021 Bonds (the “Tax Code”) and interest on the Series 2021 Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The Series 2021 Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State of Colorado under Colorado laws in effect on the date of delivery of the Series 2021 Bonds. See “TAX MATTERS.” $44,180,000* WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 Dated: Date of Delivery Due: December 1, as shown herein The Wheat Ridge Urban Renewal Authority, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”), will be issued by the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheatridge (the “Authority”), pursuant to an Indenture of Trust dated as of November 9, 2021, between the Authority and BOKF, N.A., Denver, Colorado, as Trustee. The Series 2021 Bonds are issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the Series 2021 Bonds. Purchases of the Series 2021 Bonds are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Series 2021 Bonds. See “THE SERIES 2021 BONDS-- Book-Entry Only System.” The Series 2021 Bonds bear interest at the rates set forth herein, payable on June 1 and December 1 of each year, commencing on June 1, 2022, to and including the maturity dates shown herein (unless the Series 2021 Bonds are redeemed earlier), payable to the registered owner of the Series 2021 Bonds, initially Cede & Co. The principal of the Series 2021 Bonds will be payable upon presentation and surrender at the Trustee. See “THE SERIES 2021 BONDS.” The maturity schedule for the Series 2021 Bonds appears on the inside cover page of this Official Statement. The Series 2021 Bonds are subject to redemption prior to maturity at the option of the Authority as described in “THE SERIES 2021 BONDS--Redemption Provisions.” Proceeds of the Series 2021 Bonds will be used to: (i) repay the Authority’s obligations under the 2018 Loan (defined herein); (ii) fund improvements in the I-70/Kipling Corridors urban renewal project area (the “Project Area”); (iii) fund capitalized interest; (iv) fund a reserve fund; and (v) pay the costs of issuing the Series 2021 Bonds. See “SOURCES AND USES OF FUNDS.” The Series 2021 Bonds are special, limited obligations of the Authority payable solely from and secured by an irrevocable pledge of the Trust Estate (defined herein) created by the Indenture. The Trust Estate consists primarily of certain property tax increment revenues collected within the Project Area, moneys on deposit in certain funds as described herein (including a Reserve Fund), and investment income as described herein and all of the Authority’s rights under the Cooperation Agreement (defined herein). The Authority does not have the power to impose property, sales, or any other taxes for the payment of debt service on the Series 2021 Bonds, nor may the Authority or the City compel any other taxing jurisdiction to levy a tax. The Series 2021 Bonds do not constitute a general obligation of the City of Wheat Ridge, Colorado (the “City”) or the Authority. Owners of the Series 2021 Bonds may not look to any other funds or accounts other than those specifically pledged by the Authority to the payment of the Series 2021 Bonds. The City has covenanted to annually consider appropriating legally available revenues in an amount sufficient to replenish the Reserve Fund to the extent Pledged Revenues are not available; however, the City is not legally obligated to replenish the Reserve Fund. See “SECURITY FOR THE SERIES 2021 BONDS--City’s Appropriation Covenant.” This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision, giving special consideration to the section entitled “CERTAIN RISK FACTORS.” The Series 2021 Bonds are offered when, as, and if issued by the Authority and accepted by the Underwriter, subject to the approval of legality of the Series 2021 Bonds by Butler Snow LLP, Denver, Colorado, Bond Counsel, and the satisfaction of certain other conditions. Butler Snow LLP also has acted as special counsel to the Authority in connection with this Official Statement. Certain legal matters will be passed upon for the Authority by its Counsel, Hoffmann, Parker, Wilson & Carberry, P.C., Denver, Colorado, and for the City by Murray Dahl Beery & Renaud LLP, Lakewood, Colorado, the City Attorney. Sherman & Howard L.L.C., Denver, Colorado, is acting as counsel to the Underwriter. It is expected that the Series 2021 Bonds will be available for delivery through the facilities of DTC on or about November 9, 2021.* * Subject to change. TH I S P R E L I M I N A R Y O F F I C I A L S T A T E M E N T A N D T H E IN F O R M A T I O N C O N T A I N E D H E R E I N A R E S U B J E C T TO C O M P L E T I O N A N D A M E N D M E N T . T h e s e s e c u r i ti e s m a y n o t b e s o l d n o r ma y o f f e r s t o b u y b e a c c e p t e d p r i o r t o t h e t i m e t h e O f f i c i a l S t at e m e n t i s d e l i v e r e d i n f i n a l f o r m . U n d e r n o c i r c u m s t a n c e s s h a l l t h i s P r e l i m i n a r y O f f i c i a l S t a t e m e n t c o n s t i t u t e a n o f f e r t o s e l l o r t h e s o l i c i t a t i o n of a n o f f e r t o b u y n o r s h a l l t h e r e b e a n y s a l e o f t h e s e s e c u r i t i e s i n a n y j u r i s d i c t i o n i n w h i c h s u c h o f f e r , s o l i c i t a t i o n o r s a l e w o u l d b e u n l a w f u l p r i o r t o r e g i s t r a t i o n o r q u a l i f i c a t i o n u n d e r t h e s e c u r i t i e s l a w s o f su c h j u r i s d i c t i o n . $44,180,000* WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 MATURITY SCHEDULE* (CUSIP 6-digit issuer number: ______) Maturing (December 1) Principal Amount Interest Rate Price or Yield CUSIP© Issue Number Maturing (December 1) Principal Amount Interest Rate Price or Yield CUSIP© Issue Number 2022 $ 175,000 2032 $ 2,375,000 2023 1,200,000 2033 2,465,000 2024 35,000 2034 2,835,000 2025 745,000 2035 2,940,000 2026 870,000 2036 3,145,000 2027 980,000 2037 3,260,000 2028 1,905,000 2038 3,475,000 2029 1,980,000 2039 3,605,000 2030 2,130,000 2040 7,845,000 2031 2,215,000 * Subject to change. © Copyright 2021, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. The CUSIP numbers are provided for convenience only. Neither the Authority nor the City takes any responsibility for the accuracy of the CUSIP numbers. USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2021 Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2021 Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by the Authority or the City. The City maintains an internet website which also includes information about the Authority; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Series 2021 Bonds. The information set forth in this Official Statement has been obtained from the Authority, the City and from the other sources referenced throughout this Official Statement which are believed to be reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information received from parties other than the Authority or the City. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions, or that they will be realized. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction but the Underwriter does not guarantee the accuracy or completeness of such information. The information, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Series 2021 Bonds shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City, or in the information, estimates, or opinions set forth herein, since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the Series 2021 Bonds and may not be reproduced or used in whole or in part for any other purpose. The Series 2021 Bonds have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933, as amended. The Series 2021 Bonds have not been recommended by any federal or state securities commission or regulatory agency and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE SERIES 2021 BONDS ARE OFFERED TO THE PUBLIC BY THE UNDERWRITER (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE SERIES 2021 BONDS, THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE SERIES 2021 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. WHEAT RIDGE URBAN RENEWAL AUTHORITY Authority Board Walt Pettit, Board Chair Shane Nicholson, Board Vice Chair Janeece Hoppe, City Council Representative Christopher Bird, Commissioner Kristi Davis, Commissioner Marcia Hughes, Commissioner Celeste Tanner, Commissioner Authority Staff Steven Art, Executive Director of the Authority General Counsel to the Authority Hoffmann, Parker, Wilson & Carberry, P.C. Denver, Colorado City Administrative Officials Patrick Goff, City Manager Mark Colvin, City Finance Manager Allison Scheck, City Administrative Services Director City Attorney Murray Dahl Beery & Renaud LLP Lakewood, Colorado TRUSTEE BOKF, N.A. Denver, Colorado BOND AND SPECIAL COUNSEL Butler Snow LLP Denver, Colorado UNDERWRITER Piper Sandler & Co. Denver, Colorado UNDERWRITER’S COUNSEL Sherman & Howard L.L.C. Denver, Colorado -i- TABLE OF CONTENTS Page INTRODUCTION .......................................................................................................................... 1 General ........................................................................................................................................ 1 The City ...................................................................................................................................... 1 The Authority and the Project Area ............................................................................................ 1 Authority for Issuance ................................................................................................................. 2 The Series 2021 Bonds; Prior Redemption ................................................................................. 2 Purpose ........................................................................................................................................ 3 Security ....................................................................................................................................... 3 Professionals ............................................................................................................................... 6 Market Study and Financial Forecast ......................................................................................... 6 Tax Status.................................................................................................................................... 7 Continuing Disclosure Undertaking ........................................................................................... 7 Forward-Looking Statements ...................................................................................................... 7 Additional Information ............................................................................................................... 8 CERTAIN RISK FACTORS .......................................................................................................... 9 Risks Related to the Pledged Property Tax Increment Revenues ............................................... 9 Risks Inherent in Projections .................................................................................................... 12 Risks Related to the City Replenishment Resolution ............................................................... 12 Legal Constraints on Authority Operations; Changes in Law .................................................. 13 Limitations on Remedies Available to Owners of Series 2021 Bonds ..................................... 14 Secondary Market ..................................................................................................................... 14 SOURCES AND USES OF FUNDS ............................................................................................ 15 Sources and Uses of Funds ....................................................................................................... 15 The Improvement Project ......................................................................................................... 15 The Refunding Project .............................................................................................................. 15 THE SERIES 2021 BONDS ......................................................................................................... 16 General ...................................................................................................................................... 16 Payment Provisions ................................................................................................................... 16 Redemption Provisions ............................................................................................................. 17 Tax Covenant ............................................................................................................................ 17 Book-Entry Only System .......................................................................................................... 18 DEBT SERVICE REQUIREMENTS........................................................................................... 19 SECURITY FOR THE SERIES 2021 BONDS ........................................................................... 20 Special, Limited Obligations .................................................................................................... 20 Pledged Revenues ..................................................................................................................... 20 Reserve Fund ............................................................................................................................ 21 City’s Appropriation Covenant ................................................................................................. 22 Additional Bonds ...................................................................................................................... 23 REVENUES AVAILABLE FOR DEBT SERVICE .................................................................... 24 General ...................................................................................................................................... 24 Ad Valorem Property Taxes ..................................................................................................... 24 Ad Valorem Property Tax Data ................................................................................................ 29 Page -ii- Sample Mill Levies Affecting Property Owners within the Project Area ................................ 31 Estimated Overlapping General Obligation Debt ..................................................................... 32 Budget Summary and Comparison ........................................................................................... 32 History of Revenues, Expenditures and Changes in Fund Balance .......................................... 33 THE AUTHORITY ...................................................................................................................... 36 General ...................................................................................................................................... 36 Powers of the Authority ............................................................................................................ 36 Governing Body ........................................................................................................................ 37 Administration and Employees ................................................................................................. 37 Authority Agreements ............................................................................................................... 37 Insurance Coverage ................................................................................................................... 40 Authority Financial Information ............................................................................................... 40 THE CITY AND CITY FINANCIAL INFORMATION ............................................................. 42 General ...................................................................................................................................... 42 City Council .............................................................................................................................. 42 Administration .......................................................................................................................... 43 Employees; Benefits and Pension Matters ................................................................................ 45 City Insurance Coverage/Risk Management ............................................................................ 45 City Financial Statements ......................................................................................................... 46 Governmental Funds; Sources of General Fund Revenue ........................................................ 46 History of Revenues, Expenditures and Changes in Fund Balances - City General Fund ....... 47 Impact of COVID-19 ................................................................................................................ 48 Imposition of the Sales and Use Tax ........................................................................................ 49 Sales Tax Data .......................................................................................................................... 51 City Debt Structure ................................................................................................................... 54 ECONOMIC AND DEMOGRAPHIC INFORMATION ............................................................ 56 Population ................................................................................................................................. 56 Income....................................................................................................................................... 57 Employment .............................................................................................................................. 57 Employers ................................................................................................................................. 59 Current Construction ................................................................................................................. 60 Foreclosure Activity .................................................................................................................. 60 TAX MATTERS ........................................................................................................................... 62 LEGAL MATTERS ...................................................................................................................... 64 Litigation ................................................................................................................................... 64 Approval of Certain Legal Proceedings .................................................................................... 65 Police Power ............................................................................................................................. 65 Governmental Immunity ........................................................................................................... 65 Certain Constitutional Limitations ............................................................................................ 66 RATING ....................................................................................................................................... 67 INDEPENDENT AUDITORS...................................................................................................... 67 UNDERWRITING ....................................................................................................................... 68 OFFICIAL STATEMENT CERTIFICATION............................................................................. 68 Page -iii- APPENDIX A - Audited Basic Financial Statements for the City for the Fiscal Year Ended December 31, 2020 (including audited information for the Authority, which is a component unit of the City) ............................ A-1 APPENDIX B - Summary of Certain Provisions of the Indenture ..........................................B-1 APPENDIX C - Book-Entry Only System ...............................................................................C-1 APPENDIX D - Form of Continuing Disclosure Certificate ................................................... D-1 APPENDIX E - Form of Opinion of Bond Counsel ................................................................ E-1 APPENDIX F - Market Study .................................................................................................. F-1 APPENDIX G - Financial Forecast ......................................................................................... G-1 -iv- INDEX OF TABLES NOTE: Tables marked with an (*) indicate Annual Financial Information to be updated pursuant to SEC Rule 15c2-12, as amended. See “INTRODUCTION--Continuing Disclosure Undertaking.” NOTE: The information in the Budget Summary and Comparison tables is to be satisfied with the current year budget information found in the City’s audited financial statements; no separate budget document is required to be filed. Page Sources and Uses of Funds ........................................................................................................... 15 Debt Service Requirements ........................................................................................................... 19 *History of Assessed Valuations and Mill Levies in the Project Area ......................................... 29 *Property Tax Increment Collections ........................................................................................... 29 *2020 Assessed Valuation of Classes of Property in the Project Area......................................... 30 *Ten Largest Taxpayers within the Project Area ......................................................................... 31 Sample Mill Levies Affecting Property Owners within the Project Area .................................... 31 Estimated Overlapping General Obligation Debt ......................................................................... 32 *Budget to Actual Comparison - Wheat Ridge Urban Renewal Authority Fund ......................... 33 *WRURA Fund - History of Revenues, Expenditures and Changes in Fund Balances ............... 35 *City General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances ....... 48 *History of Total Sales and Use Tax Collections ......................................................................... 52 Comparison of Total Monthly Sales Tax Collections (Unaudited) .............................................. 52 Comparison of Total Monthly Sales Use Collections (Unaudited) .............................................. 53 Ten Largest Sales and Use Tax Generators in 2020 ..................................................................... 53 Population ..................................................................................................................................... 56 Per Capita Personal Income .......................................................................................................... 57 Average Number of Employees Within Selected Industries – Jefferson County ......................... 58 Average Number of Employees Within Selected Industries – Denver-Aurora CBSA ................ 59 Major Employers in Jefferson County .......................................................................................... 60 History of Building Permits Issued in Unincorporated Jefferson County .................................... 60 History of Foreclosures – Jefferson County ................................................................................. 61 -v- I-70/KIPLING PLAN AREA MAP (THIS PAGE INTENTIONALLY LEFT BLANK) OFFICIAL STATEMENT $44,180,000* WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 INTRODUCTION General This Official Statement, including the cover page, the inside cover page and the appendices, is furnished by the Wheat Ridge Urban Renewal Authority (the “Authority”) to provide information in connection with the issuance of its $44,180,000* Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”). The Series 2021 Bonds will be issued pursuant to an Indenture of Trust dated as of November 9, 2021 (the “Indenture”), by and between the Authority and BOKF, N.A., Denver, Colorado, as trustee (the “Trustee”). The offering of the Series 2021 Bonds is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Series 2021 Bonds. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein, particularly the section entitled “CERTAIN RISK FACTORS.” Detachment or other use of this “INTRODUCTION” without the entire Official Statement, including the cover page and appendices, is unauthorized. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture, which is summarized in Appendix B. The City The City is an inner-ring western suburb of the City and County of Denver (“Denver”), located entirely within Jefferson County, Colorado (the “County”). The City was incorporated on June 19, 1969, and presently operates under a home rule charter (the “Charter”) that was approved by the City’s voters in 1976. The total land area of the City is approximately 9.6 square miles. According to the 2020 U.S. Census, the City’s population was 32,398. See “THE CITY.” The Authority and the Project Area The Authority. The Authority was created by the City Council of the City (the “City Council”) in 1977, and is a body corporate duly organized and existing as an urban renewal authority established pursuant to the State’s Urban Renewal Law (Section 31-25-101 et seq., Colorado Revised Statutes (“C.R.S.”), as amended (the “Urban Renewal Law” or the * Subject to change. 2 “Act”)), for the purpose of undertaking certain urban renewal activities within the City. The Authority is branded as “Renewal Wheat Ridge.” The boundaries of the Authority are coterminous with the boundaries of the City. See “THE AUTHORITY.” The Authority has five existing urban renewal areas; however, only the area covered by the I-70/Kipling Corridors Urban Renewal Plan (as amended, the “Plan”) generates Pledged Revenues. Any revenue generated in the other four plan areas is available only for projects or obligations in those particular areas. The Plan Area. The City Council originally adopted the Plan in May 2009; the Plan was amended twice in 2014 to add a tax increment provision in order to allow the Authority to collect tax increment on the area governed by the I-70/Kipling Corridors Urban Renewal Area (the “Plan Area” or the “Project Area”), and in 2015 underwent a “substantial modification” (as that term is used in the Act) to authorize the use of tax increment financing within the Project Area. The Plan was also amended in 2015 to add a tax increment provision in order to allow the Authority to collect tax increment on the entire Plan Area. The purpose of the Plan is to reduce, eliminate and prevent the spread of blight within the Plan Area and to stimulate the growth and development of investment within the Plan Area. The Plan authorizes the use of tax increment financing methods, specifically property tax increment (the “Property Tax Increment”), as defined and more particularly described in “Security” below. The boundaries of the Project Area generally include properties roughly following a U-shaped corridor that runs north along Interstate-70 beginning at 32nd Avenue, then east along I-70 until Kipling Street and finally South along Kipling Street until 26th Avenue. . See the “I- 70/KIPLING CORRIDOR PLAN AREA MAP” on page -v- of this Official Statement. The Project Area contains 1,189 total acres (including streets and rights-of-way); approximately 812 acres lie within 649 real property parcels. Authority for Issuance The Series 2021 Bonds are issued in full conformity with the Constitution and laws of the State, particularly the Urban Renewal Law, the Supplemental Public Securities Act (Title 11, Article 57, Part 2, C.R.S.), and pursuant to the Indenture and a resolution adopted by the Board of Commissioners of the Authority (the “Board”) on June 15, 2021 (the “Resolution”). The Series 2021 Bonds; Prior Redemption The Series 2021 Bonds are dated as of their date of delivery and mature and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) as set forth on the inside cover page of this Official Statement. The payment of principal and interest on the Series 2021 Bonds is described in “THE SERIES 2021 BONDS--Payment Provisions.” The Series 2021 Bonds are issued solely as fully registered certificates in denominations of $5,000, or any integral multiple thereof. The Series 2021 Bonds initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the Series 2021 Bonds. Purchases of the Series 2021 Bonds are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Series 2021 Bonds. See “THE SERIES 2021 BONDS--Book-Entry Only System.” 3 The Series 2021 Bonds are subject to redemption prior to maturity at the option of the Authority as described in “THE SERIES 2021 BONDS--Redemption Provisions.” Purpose Proceeds of the Series 2021 Bonds will be used to: (i) repay the Authority’s obligations under a Loan Agreement dated October 18, 2019, between the Authority and BOKF, N.A. (the “2018 Loan”), which is outstanding in the aggregate principal amount of $6,375,000 (the “Refunding Project”); (ii) fund improvements in the I-70/Kipling Corridors urban renewal project area (the “Improvement Project”); (iii) fund capitalized interest; (iv) fund a reserve fund; and (v) pay the costs of issuing the Series 2021 Bonds. See “SOURCES AND USES OF FUNDS.” Security Limited Obligations. The Series 2021 Bonds do not constitute a general obligation debt or indebtedness of the Authority, or an obligation or indebtedness of the City, the State, or any political subdivision thereof within the meaning of any constitutional, statutory, Charter or other debt limitation or provision. The Authority has no taxing power, nor may it compel any taxing jurisdiction to levy any property tax or sales tax. Pledged Revenues. The Series 2021 Bonds are special, limited obligations of the Authority, equitably and ratably secured by an irrevocable pledge of and lien on, and payable solely from the Trust Estate established pursuant to the Indenture. The Trust Estate includes: (a) the Pledged Revenues (defined below); and (b) all of the Authority’s rights under the Cooperation Agreement dated as of November 9, 2021, between the City and the Authority, as amended from time to time (the “Cooperation Agreement,” as more fully defined in Appendix B). The Indenture defines “Pledged Revenues” to mean: (a) the Pledged Property Tax Increment Revenues (defined below); (b) all amounts appropriated by the City pursuant to the City’s Replenishment Resolution (defined herein) and remitted to the Authority in accordance therewith; (c) all amounts held in the Revenue Fund, the Bond Fund and the Reserve Fund (together, the “Trust Funds”) established and maintained under the Indenture with investment earnings thereon, subject to the terms and provisions of the Indenture (see “SECURITY FOR THE SERIES 2021 BONDS” and Appendix B); and (d) all other legally available moneys that the Authority determines, in its sole discretion, to pledge to the payment of the Series 2021 Bonds. Pledged Property Tax Increment Revenues. “Pledged Property Tax Increment Revenues” means, for each Fiscal Year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the Property Tax Base Amount, in accordance with the Act as described herein. See “SECURITY FOR THE SERIES 2021 BONDS--Pledged Revenues.” However, the Pledged Property Tax Increment Revenues shall not include: (a) any ad valorem property tax increment revenues that are received by the Authority that are required 4 to be applied pursuant to the Prior Obligations (described below), (b) 50% of the tax increment revenue attributable to the mill levy imposed by the West Metro Fire Protection District, (c) any ad valorem property tax revenues attributable to any mill levy imposed by any special district formed after the Closing Date, pursuant to Title 32, Article 1, Colorado Revised Statutes, which mill levy is in addition to, and not a replacement for, property taxes levied by taxing entities in existence as of Closing Date; and (d) any offsets collected by the Jefferson County for return of overpayments or any ad valorem property tax increment revenues that are deposited in the Property Tax Reserve Fund for refunds of overpayments by taxpayers pursuant to Section 31-25- 107(9)(b) of the Act. Pursuant to the Act, the “Property Tax Base Amount” (as more fully defined in Appendix B) is the valuation for assessment of taxable property in the Plan Area last certified prior to the effective date of approval of the urban renewal plan or, as to an area later added to the urban renewal area, the effective date of the modification of the plan. The current combined Property Tax Base Amount is $160,691,208; this amount has been adjusted periodically to reflect subsequent general reassessments of property within the Project Area. See “CERTAIN RISK FACTORS--Risks Related to the Pledged Property Tax Increment Revenues” and “SECURITY FOR THE SERIES 2021 BONDS--Pledged Revenues.” Prior Obligations. The Authority is a party to eight agreements (together, the “Prior Obligations”) pursuant to which it has agreed to share or reimburse portions of the property tax increment generated in the Plan Area. The amount of property tax increment revenue required to be paid pursuant to each of the Prior Agreements will not constitute Pledged Property Tax Increment Revenue. The property tax increment amounts payable under each agreement are derived from the specific redevelopment project that is the subject of the applicable agreement. This means that portions of the property tax increment revenue derived from the Plan Area will be used to pay the Prior Obligations before any property tax increment revenue is available to pay the Series 2021 Bonds. Those agreements are listed below; more information as to the specific amounts to be shared or reimbursed are discussed in more detail in “THE AUTHORITY--Authority Agreements.” (a) the Loan Agreement dated as of May 14, 2014, between BOKF, N.A. d/b/a/ Colorado State Bank and Trust and the Authority and a Promissory Note in the original principal amount of $2,455,000 issued pursuant to the Loan Agreement (the “2014 BOKF Agreement”); (b) the Cooperation Agreement between the Authority and Longs Peak Metropolitan District, dated September 6, 2016 (the “Longs Peak Agreement”), pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority. (c) the Redevelopment Agreement dated as of September 5, 2017, between the Authority and the Sheard Family Trust (the “2017 Sheard Agreement”), with a maximum reimbursement amount of $767,000; 5 (d) the Redevelopment Agreement dated as of February 6, 2018, between the Authority and U.S. Retail Partners, LLC (the 2018 U.S. Retail Agreement”), with a maximum reimbursement amount of $1,015,000; (e) the Redevelopment Agreement dated as of March 19, 2019 (the “2019 U.S. Retail Agreement”), between the Authority and U.S. Retail Partners, LLC with a maximum reimbursement amount of $8,441,138; (f) three Cooperation Agreements between the Authority and the Ward TOD Metropolitan District No. 1, each effective as of October 1, 2019 (together, the “Ward TOD Agreement”), pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority; (g) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated June 16, 2020, between the Authority and FDG Project Management Services, LLC (the “FDG Agreement”), with a maximum reimbursement amount of $11.76 million in present value terms (which has been calculated as specifically set forth in the FDG Agreement); and (h) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated January 5, 2021, between the Authority and FDG Parallel Associates, LLC (the “FDG Parallel Agreement”) with a maximum reimbursement amount of $232,467. Lien Priority; Additional Bonds. The Series 2021 Bonds constitute an irrevocable pledge of and lien on (but not necessarily an exclusive lien) upon the Pledged Revenues. See “SECURITY FOR THE SERIES 2021 BONDS.” The Indenture allows the Authority, subject to compliance with certain conditions, to issue one or more series of additional parity bonds and other types of securities and obligations payable wholly or in part from Pledged Revenues and secured by a lien thereon on a parity with the lien thereon of the Series 2021 Bonds (“Additional Bonds”). The Authority currently does not expect to issue Additional Bonds, but reserves the right to do so upon the satisfaction of all legal conditions. See “SECURITY FOR THE SERIES 2021 BONDS-- Additional Bonds” and Appendix B - Summary of Certain Provisions of the Indenture. The Series 2021 Bonds and any Additional Bonds are referred to as the “Bonds.” Reserve Fund. The Series 2021 Bonds are also secured by a Reserve Fund. See “SECURITY FOR THE SERIES 2021 BONDS--Reserve Fund.” City’s Appropriation Covenant. The City has adopted a resolution (the “Replenishment Resolution”) in which it has covenanted, in the event that amounts in the Reserve Fund have been used to make debt service payments on the Series 2021 Bonds, that it will annually consider appropriating legally available revenues in an amount sufficient to replenish the Reserve Fund to the extent Pledged Revenues are not available. The City Council may, in its sole discretion, determine whether to make the requested appropriation; however, the City is not legally obligated to replenish the Reserve Fund. See “SECURITY FOR THE SERIES 2021 BONDS--City’s Appropriation Covenant.” 6 The Replenishment Resolution applies only to the Series 2021 Bonds and does not apply to any series of Additional Bonds unless the City takes formal action to amend the Replenishment Resolution to cover any series of Additional Bonds. Professionals General. Butler Snow LLP, Denver, Colorado, has acted as Bond Counsel and also has acted as special counsel in connection with this Official Statement. The fees to be paid to Butler Snow LLP are contingent upon the sale and delivery of the Series 2021 Bonds. Certain legal matters will be passed on for the Authority by its Counsel, Hoffmann, Parker, Wilson & Carberry, P.C., Denver, Colorado, and for the City by Murray Dahl Beery & Renaud LLP, Lakewood, Colorado, the City Attorney. The Authority has appointed BOKF, N.A., Denver, Colorado, to serve as Trustee. The audited basic financial statements of the City included in this Official Statement as Appendix A have been audited by CliftonLarsonAllen, certified public accountants, Colorado. See “INDEPENDENT AUDITORS.” Piper Sandler & Co., Denver, Colorado, will act as the Underwriter of the Series 2021 Bonds (the “Underwriter”). See “UNDERWRITING.” Sherman & Howard L.L.C. is acting as counsel to the Underwriter. Third-Party Studies. The Authority has engaged outside consultants to compile certain information with respect to the Project Area. The professionals engaged to provide those studies are described below. Market Study and Financial Forecast General. As described in more detail below, and in Appendices F and G, respectively, the Market Study and the Financial Forecast are based on key assumptions made by the Authority, the developers of certain projects within the Plan Area and the preparers of those documents. The Market Study is also based upon information gathered by the preparer of that document; neither the City nor the Authority has any responsibility for that information. Like any forecast, the Market Study and the Financial Forecast are inherently subject to variations in the assumed data. Actual results will vary from those projected, and such variations may be material. See “Forward-Looking Statements” below. Market Study. The Authority retained ArLand Land Use Economics (“ArLand”) and King & Associates Inc. (“King,” and together with ArLand, the “Market Study Preparers”), to prepare the I-70 Kipling Corridors Urban Renewal Area Market Analysis Wheat Ridge, Colorado, dated September 22, 2021 (the “Market Study”) a copy of which is attached as Appendix F hereto. The Market Study contains information about single family attached, multifamily, retail, hotel, office and industrial projects planned for the Project Area, and includes independent assessments of those projects in light of current and anticipated real estate market characteristics and trends within Metro Denver and defined project trade areas. The Market Study is based on the sources, information and assumptions described therein. Potential investors should be read the Market Study in its entirety. Also see “RISK FACTORS--Risks Inherent in Projections.” Financial Forecast. The Authority has retained Causey Demgen & Moore P.C., Certified Public Accountants and Consultants, Denver, Colorado, to prepare the Forecasted Cash Receipts and Disbursements for the Years Ending December 31, 2021 through 2040 (the “Financial Forecast”), a copy of which is attached as Appendix G hereto, for the purpose of providing information regarding the Authority’s ability to make debt service payments on the 7 Series 2021 Bonds. The Financial Forecast is based on the sources, information and assumptions described therein, including the conclusions set forth in the Market Study. Potential investors should read the Financial Forecast in its entirety. Also see “RISK FACTORS--Risks Inherent in Projections.” The Financial Forecast utilized information contained in the Market Study and certain assumptions more particularly set forth therein. The ability of the Authority to generate Pledged Revenue sufficient to pay debt service on the Series 2021 Bonds differs in each scenario. Investors should review the Financial Forecast in its entirety in order to understand the assumptions and conclusions contained therein. Tax Status In the opinion of Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Series 2021 Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Series 2021 Bonds (the “Tax Code”), interest on the Series 2021 Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The Series 2021 Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State under Colorado laws in effect on the date of delivery of the Series 2021 Bonds. See “TAX MATTERS.” Continuing Disclosure Undertaking The Authority will execute a continuing disclosure certificate at the time of the closing for the Series 2021 Bonds (the “Disclosure Certificate”). The Disclosure Certificate will be executed for the benefit of the beneficial owners of the Series 2021 Bonds and the Authority will covenant in the Bond Ordinance to comply with its terms. The Disclosure Certificate will provide that so long as the Series 2021 Bonds remain outstanding, the Authority will provide the following information to the Municipal Securities Rulemaking Board, acting through its Electronic Municipal Market Access (“EMMA”) system: (i) annually, audited financial statements; (ii) annually, certain financial information and operating data; and (iii) notice of the occurrence of certain material events; all as specified in the Disclosure Certificate. The form of the Disclosure Certificate is attached hereto as Appendix D. The Authority has not entered into any prior undertakings pursuant to the Rule. Forward-Looking Statements This Official Statement contains statements relating to future results that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward looking statements and actual results. Those differences could be material and could impact the availability of Pledged Revenues to pay debt service on the Series 2021 Bonds. 8 Additional Information This introduction is only a brief summary of the provisions of the Series 2021 Bonds, the Indenture, the Cooperation Agreement and the Replenishment Resolution; a full review of the entire Official Statement should be made by potential investors. Brief descriptions of the Authority, the City, the Pledged Revenues, the Refunding Project, the Improvement Project, the Series 2021 Bonds, the Indenture, the Cooperation Agreement, the Replenishment Resolution and other documents are included in this Official Statement. All references herein to the Series 2021 Bonds, the Indenture and other documents are qualified in their entirety by reference to such documents. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the documents referred to herein are available from the Authority and the Underwriter as provided below: Wheat Ridge Urban Renewal Authority 7500 W. 29th Avenue Wheat Ridge, Colorado 80033 (303) 235-2806. Piper Sandler & Co. 1200 17th Street, Suite 1250 Denver, Colorado 80202 Telephone: (303) 405-0844. 9 CERTAIN RISK FACTORS The purchase of the Series 2021 Bonds involves special risks and the Series 2021 Bonds may not be appropriate investments for all types of investors. Each prospective investor is encouraged to read this Official Statement in its entirety and to give particular attention to the factors described below, which, among other factors discussed herein, could affect the payment of debt service on the Series 2021 Bonds and could affect the market price of the Series 2021 Bonds to an extent that cannot be determined at this time. The following does not purport to be an exhaustive listing of risks and other considerations that may be relevant to investing in the Series 2021 Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of such risks. Risks Related to the Pledged Property Tax Increment Revenues General. The Series 2021 Bonds are secured by the Pledged Property Tax Increment Revenues. Accordingly, payment of the principal of and interest on the Series 2021 Bonds is dependent upon the amount of the Pledged Property Tax Increment Revenues and upon the increases or decreases in the total mill levy imposed by overlapping taxing entities. Certain circumstances, most of which are beyond the control of the Authority or the City, may have an effect on the generation of Tax Increment revenues in the Project Area. Such circumstances may include, among others: general and local economic conditions which could result in the tightening of credit standards and reduction of access to capital; economic downturns affecting the retail and other industries; cyclical trends in the construction industry; declines in property valuations or the rate of levy of property taxes; the rate of employment or economic growth; and the ability or willingness of property owners to pay property taxes as they become due. There is no assurance that the Pledged Property Tax Increment Revenues will achieve or remain at a level sufficient to pay debt service on the Series 2021 Bonds, or that mill levies of overlapping taxing jurisdictions will not materially decrease. See “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Tax Data” and “Estimated Overlapping General Obligation Debt.” Valuation and Uses of Property. The amount of Pledged Property Tax Increment Revenues available in any given year is subject, in part, to the rate of increase or decrease in the assessed valuation of property within the Project Area above or below the Property Tax Base Amount. The assessed value of taxing jurisdictions which are within or overlap the Project Area could decrease or increase as a result of downturns in the economy, the value of commercial property valued using the income approach, valuation changes resulting from statutorily-required reassessments or other factors. The assessed value of property in the Project Area for ad valorem property tax purposes is determined according to the statutory procedures described under “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Taxes.” Assessed valuations may be affected by a number of factors beyond the control of the City or the Authority. For example, commercial properties may be valued using an income approach; as a result, businesses experiencing difficulties may have their assessments lowered. In addition, property owners are allowed each year by State law to challenge the valuations of their property. A recent instance of a County taxpayer successfully challenging its valuation is described in the Market Study 10 attached hereto as Appendix F; that taxpayer has a subsidiary located in the Plan Area. However, other taxpayers in the Plan Area have also successfully challenged their valuations in the past and could do so in the future. Should the future actions of property owners result in lower assessed valuations of property in the Project Area, the security for the Series 2021 Bonds would be diminished. Further, property used for tax-exempt purposes is not currently subject to taxation. The Sisters of Charity Leavenworth (“SCL”) currently owns a taxable parcel of property within the URA; however, it is expected that SCL (or another healthcare entity with which it is expected to merge) will construct a hospital within the Project Area in the future. It is not known whether some or all of that project will be tax-exempt. If any property becomes tax- exempt, the Property Tax Base Amount will be decreased accordingly. Regardless of the level at which property is assessed for tax purposes, the ability of each taxing entity to enforce and collect the property tax is dependent upon the property in the Project Area having sufficient fair market value to support the taxes which are imposed. No assurance can be given as to the future market values of property in the Project Area. Risks Related to County Valuations Assigned to Base and Increment. The County Assessor is responsible for determining the base valuation in each urban renewal area and is also responsible for determining changes in the base valuation in each reassessment year in accordance with State law, which includes procedures adopted by the State Property Tax Administrator. State law specifies how real and personal property values are to be assigned between the base and the incremental values. For example, increases in property value due to growth (as opposed to general reassessment) should be assigned to the incremental value of property. It is not clear that all counties (including the County) have historically allocated these values correctly. In order to assist in correctly assigning the value of improvements to the incremental assessed value, the Authority works closely with the County Assessor’s office to provide information about improvements within the Project Area that result in increased incremental values and intends to continue to do so. A case is currently pending in Colorado courts which challenges the methodology used by another county assessor to assign value between the base and the incremental values. If any portion of the valuation attributable to growth is instead assigned to the base value, incremental property tax revenue will be reduced. Risk of Reductions in Mill Levies. The amount of Pledged Property Tax Increment Revenues generated by the incremental assessed valuation is directly dependent upon the mill levies imposed by taxing jurisdictions which overlap the Project Area. Information regarding the historic mill levies imposed in the Project Area is set forth in “REVENUES AVAILABLE FOR DEBT SERVICE--Sample Mill Levies Affecting Property Owners within the Project Area.” As illustrated in that section, the current Jefferson County School District mill levy is 47.038 mills, accounting for 51% of the current total mill levy in the Project Area. There is no guarantee that the overlapping entities, including the school district, will continue to maintain their mill levies at the current or higher rates, and such mill levies may decrease. In addition, each of the overlapping taxing jurisdictions is subject, with certain exceptions, to limitations as to the amount of revenues which it may generate from its property tax mill levy. These limitations are both statutory and constitutional. If assessed valuations increase significantly, mill levies may be required to be reduced accordingly in order for the overlapping taxing jurisdictions to stay within their statutory and constitutional revenue raising limits. No assurance can be given that any jurisdiction which overlaps the Project Area will in 11 fact impose any particular mill levy in any year or that mill levies currently imposed by overlapping taxing entities will not decrease in the future. See “LEGAL MATTERS--Certain Constitutional Limitations” and “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Taxes.” Collection and Enforcement Considerations. The Pledged Property Tax Increment Revenues are based upon property taxes levied by the taxing entities overlapping the Project Area and are collected at the same time and in the same manner as taxes paid to the other taxing entities. Taxes levied must be paid in full; taxpayers may not choose to pay portions of their tax bills. The collection of Pledged Property Tax Increment Revenues will be subject to the ability or inability of property owners in the Project Area to pay property taxes as they become due. The payment of property taxes does not constitute a personal obligation of each of the property owners within the Project Area. Instead, the obligation to pay property taxes is tied to the properties taxed, and if timely payment is not made, the obligation constitutes a lien against the specific properties. To the extent payment of property taxes depends upon the financial stability of property owners in the Project Area, no assurance can be given that timely payment will occur. The Authority has not undertaken any independent investigation of the financial condition of any property owners within the Project Area. To enforce the property tax liens, the Jefferson County Treasurer (the “County Treasurer”) is obligated to foreclose on and cause the sale of tax liens upon the property that is subject to the delinquent taxes or fees, as provided by law. However, foreclosure is a time- consuming remedy which may extend more than one year. In addition, proceeds realized from a foreclosure sale, if any, may or may not be sufficient to cover the delinquent taxes or fees and there is no assurance that such tax liens will sell at such a sale. Owners of the Series 2021 Bonds cannot foreclose on property within the Project Area or sell such property in order to pay the principal of or interest on their Series 2021 Bonds. In addition, the sale of tax liens applicable to property in the Project Area to enforce such liens could be delayed by bankruptcy laws and other laws affecting creditor’s rights generally. During the pendency of any bankruptcy of any property owner in the Project Area, the parcels in the Project Area owned by such property owner could be sold only if the bankruptcy court approves the sale. There is no assurance that property taxes would be paid during the pendency of any bankruptcy; nor is it possible to predict the timeliness of such payment. If the property taxes are not paid over a period of years, the Authority’s ability to pay principal and interest on the Series 2021 Bonds could be affected. Refunds to Taxpayers. Pursuant to the Indenture and the Act, Pledged Property Tax Increment Revenues do not include any taxes that are placed in a reserve fund to be returned to the County for refunds of overpayments by taxpayers. If the County refunds property taxes to any taxpayer, the Authority is required to refund its proportional share of the taxes refunded. As a general rule, the County Treasurer withholds such amounts before transmitting property tax increment revenues to the Authority. The Indenture creates the Property Tax Reserve Fund; to the extent there are not sufficient property taxes due to the Authority for the County Treasurer to offset the Authority’s pro-rata share of any refunds, the Authority is required to deposit amounts into the Property Tax Reserve Fund to provide for its share of the refund. 12 Risks Inherent in Projections General. In connection with the issuance of the Series 2021 Bonds, the Authority and other parties provided certain assessed valuation information, development expectations and other information to the Market Study Preparers and to Causey Demgen & Moore P.C., which are compiled in the Market Study and the Financial Forecast. As described in more detail in “INTRODUCTION--Market Study and Financial Forecast,” the Market Study and the Financial Forecast are based on key assumptions made by the Authority and the preparers of those documents. Like any forecast, the Market Study and the Financial Forecast are inherently subject to variations in the assumed data. Actual results will vary from those projected, and such variations may be material. See “INTRODUCTION--Market Study and Financial Forecast,” “INTRODUCTION--Forward-Looking Statements.” The Market Study and the Financial Forecast attached as Appendices F and G hereto are an integral part of this Official Statement. Investors are encouraged to read the entire Official Statement, including the Market Study and the Financial Forecast, to obtain information essential to making an informed investment decision. The information presented in Appendices F and G inherently is subject to variations between the assumptions and actual results and those variations could be material. See “INTRODUCTION--Forward-Looking Statements,” “Risks Related to County Valuations Assigned to Base and Increment ” above and “Development Not Assured” below. Development Not Assured. The repayment of the Series 2021 Bonds may be dependent, in part, upon an increase in the assessed valuation of property in the Project Area to provide a tax base from which incremental property tax revenues will be generated. The increase in assessed valuation is dependent upon development within the Project Area which, in turn, is subject to completion of the Improvement Project, which provides public infrastructure necessary for certain of the developments described in the Market Study, market demand, market conditions and a variety of other factors beyond the control of the Authority. All development projections are dependent upon market activity, general economic conditions, governmental regulations, and other factors over which the Authority has no control. See the assumptions contained in Appendices F and G. Many unpredictable factors could influence the actual rate of development and construction within the Project Area, including prevailing interest rates, availability of development funding, market and economic conditions, supply of residential housing, retail and commercial office space in the area, construction costs, labor conditions and unemployment rates, access to building supplies, availability of water and water taps, availability and costs of fuel and transportation costs, among other things. There can be no assurance that Pledged Revenue from all sources will be sufficient to fully repay the Series 2021 Bonds. Risks Related to the City Replenishment Resolution General. Under the terms of the Replenishment Resolution, the City has no obligation to restore the balance in the Reserve Fund to the Reserve Fund Requirement. Further, any decision regarding replenishment of the Reserve Fund is subject to annual appropriation by the City Council and does not constitute a mandatory obligation of the City in any fiscal year. The Replenishment Resolution does not directly or indirectly obligate the City to make any 13 payments into the Reserve Fund beyond those appropriated for in any fiscal year, and the decision as to whether to appropriate such amounts is in the sole discretion of the City Council. Funding Pursuant to Replenishment Resolution Not Assured. As described in “THE CITY,” sales and use taxes are the largest source of City General Fund revenues and are likely to be the primary source of legally available revenues if the City determines to appropriate funds to replenish the Reserve Fund pursuant to the Replenishment Resolution. However, no particular funds or sources of revenue are pledged by the City pursuant to the Replenishment Resolution and the City may choose not to appropriate funds to replenish the Reserve Fund. The City is not obligated to provide funds to replenish the Reserve Fund in any year. The City may determine not to provide those funds for any reason; however, its willingness to do so may be impacted by many factors that could result in reduced General Fund revenues or increased costs of services. For example, the main source of City General Fund revenue is sales and use tax. The City has outstanding Sales and Use Tax Revenue Bonds, Series 2017A (the “2017 Bonds”), which are payable from a portion of the City sales and use tax. The City also operates a sales tax incentive program. The City may issue bonds in the future, enter into various agreements, including operating leases or lease-purchase obligations that are paid from the General Fund (or from transfers made to another fund from the General Fund). See Note 5 in the audited financial statements attached hereto as Appendix A for a description of those obligations as of December 31, 2020. Should the City experience significant increases in General Fund expenditures, or experience significant revenue reductions in future years, it may choose not to replenish the Reserve Fund pursuant to the Replenishment Resolution in favor of making payments due on those obligations. Legal Constraints on Authority Operations; Changes in Law The Authority is created by statute and exercises only limited powers. In addition, various State laws and constitutional provisions govern the assessment and collection of general ad valorem property taxes, limit revenues and spending of the State and local governments and limit rates, fees and charges imposed by such entities, including the City, the school districts and other entities overlapping the Project Area and, in some cases, the Authority. There can be no assurance that the application of such provisions, or the adoption of new provisions, will not have a material adverse effect on the affairs of the Authority or the collection of Pledged Revenues. The State legislature (the “Legislature”) has adopted legislation amending the Urban Renewal Law in the past and can be expected to do so in the future. It is possible that legislation could be enacted State which would limit the availability of tax increment financing to entities such as the Authority, reduce or eliminate the property tax which taxing jurisdictions are permitted to impose, or limit the rates authorized to be imposed. For example, the State’s constitution and statutes limit the ability of local governments to increase their mill levies beyond certain thresholds established by law. Any one or more of such occurrences may have the effect of reducing the amount of Pledged Property Tax Revenue available to pay the principal of and interest on the Series 2021 Bonds. 14 Limitations on Remedies Available to Owners of Series 2021 Bonds No Acceleration. The Indenture prohibits the acceleration of maturity of the principal of the Series 2021 Bonds in the event of a default in the payment of principal of or interest on the Series 2021 Bonds. Consequently, remedies available to the owners of the Series 2021 Bonds may have to be enforced from year to year. Bankruptcy; Federal Lien Power and Police Power. The enforceability of the Indenture and the rights and remedies of the owners of the Series 2021 Bonds and the obligations incurred by the Authority in issuing the Series 2021 Bonds are subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the federal Constitution; the power of the federal government to impose liens in certain situations; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Series 2021 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or modification of their rights. Secondary Market There is no guarantee that a secondary market for the Series 2021 Bonds will be maintained by the Underwriter or others. Owners of Series 2021 Bonds should be prepared to hold the Series 2021 Bonds to maturity. 15 SOURCES AND USES OF FUNDS Sources and Uses of Funds The Authority expects to apply the proceeds from the sale of the Series 2021 Bonds in the following manner. Sources and Uses of Funds SOURCES: Amount Principal amount of Series 2021 Bonds ........................ Plus/(less): net original issue premium/(discount) ....... Other available funds (1) .............................................. Total .......................................................................... USES: The Improvement Project ............................................. The Refunding Project .................................................. Capitalized interest (2) .................................................. Deposit to Reserve Fund ............................................... Costs of issuance (including Underwriter’s discount) .. Total .......................................................................... (1) Represents funds on deposit in the reserve fund for the 2018 Loan. (2) Represents an amount sufficient to pay interest on the new money portion of the Series 2021 Bonds through December 1, 2023. Source: The Underwriter. The Improvement Project The Improvement Project will include various street improvements identified by the Authority and the City, including the reconstruction of several major thoroughfares, construction of interchanges, and the construction of bike lanes. The Improvement Project will also include the construction of trails, a pedestrian bridge, landscaping, virtual impact improvements and plazas. The Refunding Project The Authority will use a portion of the Series 2021 Bond proceeds to current refund the 2018 Loan. To accomplish the Refunding Project, on the date of closing on the Series 2021 Bonds the Authority will deposit a portion of the Series 2021 Bond proceeds with BOKF, N.A., as owner of the 2018 Loan. Upon the deposit of funds with BOKF, N.A., as owner of the 2018 Loan, the 2018 Loan will be paid in full. 16 THE SERIES 2021 BONDS General The Series 2021 Bonds will be dated as of their date of delivery and will mature and bear interest as shown on the inside cover page of this Official Statement. The Series 2021 Bonds will be issued in fully registered form and initially will be registered in the name of “Cede & Co.,” as nominee for DTC. Purchases by beneficial owners of the Series 2021 Bonds (“Beneficial Owners”) are to be made in book-entry only form in the principal amount of $5,000 or any integral multiple thereof. Payments to Beneficial Owners are to be made as described below in “Book-Entry Only System” and Appendix C hereto. Payment Provisions Interest on the Series 2021 Bonds (calculated based on a 360-day year consisting of twelve 30-day months) is payable semiannually on June 1 and December 1 (each an “Interest Payment Date”), commencing June 1, 2022. The principal of any Series 2021 Bond shall be payable when due to an Owner upon presentation and surrender of such Series 2021 Bond at the Principal Corporate Trust Office of the Trustee. Interest on any Series 2021 Bond shall be paid on each Interest Payment Date by check mailed by the Trustee on that date to the Person in whose name the Series 2021 Bond is registered at the close of business on the Record Date applicable to that Interest Payment Date on the Bond Register at the address appearing therein. Notwithstanding the foregoing and while the Series 2021 Bonds are held by a Depository, interest on any Series 2021 Bond shall be paid by wire transfer in immediately available funds to the bank account number and address filed with the Trustee by such Owner or in accordance with the provisions of the Representation Letter. If and to the extent, however, that payment of interest on any Series 2021 Bond on any Interest Payment Date is not made, that interest shall cease to be payable by the Authority to the Person who was the Owner of that Series 2021 Bond as of the applicable Record Date. When moneys become available for payment of the interest, the Trustee shall establish a Special Record Date for the payment of that interest which shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment, and the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to such Owner at its address as it appears on the Bond Register no fewer than 10 days prior to the Special Record Date and thereafter the interest shall be payable to the Persons who are the Owners of the Series 2021 Bonds at the close of business on the Special Record Date. The principal of and interest on the Series 2021 Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Trustee. Notwithstanding the foregoing, payments of the principal of and interest on the Series 2021 Bonds will be made directly to DTC or its nominee, Cede & Co., by the Trustee, so long as DTC or Cede & Co. is the registered owner of the Series 2021 Bonds. Disbursement of such payments to DTC’s Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and the Indirect Participants, as more fully described herein. See “Book-Entry Only System” below. 17 Redemption Provisions* Optional Redemption.* The Series 2021 Bonds maturing on and prior to December 1, ____, are not subject to optional redemption prior to maturity. The Series 2021 Bonds maturing on December 1, ____, and thereafter are subject to redemption prior to maturity at the option of the Authority, on December 1, ____, and on any date thereafter, in whole or in part, in any order of maturity and by lot within a maturity (giving proportionate weight to Series 2021 Bonds in denominations larger than $5,000), at a redemption price equal to the principal amount of each Series 2021 Bond, or portion thereof, so redeemed, plus accrued interest to the redemption date, without premium. Notice of Redemption. Notice of optional or mandatory redemption shall be given by the Trustee in the name of the Authority by sending a copy of such notice by first-class, postage prepaid mail, or in the event that the Series 2021 Bonds to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository, not more than sixty nor less than thirty days prior to the redemption date to each Owner at his or her address as it last appears on the registration books kept by the Trustee, as registrar; but neither failure to give such notice nor any defect therein shall affect the redemption of any other Series 2021 Bond. Such notice shall identify the Series 2021 Bonds to be so redeemed (if less than all are to be redeemed) and the redemption date, and shall further state that on such redemption date there will become and be due and payable upon each Series 2021Bond so to be redeemed, at the Trustee, the principal amount thereof, accrued interest to the redemption date, and the stipulated premium, if any, and that from and after such date interest will cease to accrue. Notice having been given in the manner hereinabove provided, the Series 2021 Bond or Series 2021 Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation thereof at the Trustee, the Trustee will pay the Series 2021 Bond or Series 2021 Bonds so called for redemption. Notwithstanding the provisions described above, any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee on or before the redemption date of funds sufficient to pay the redemption price of the Series 2021 Bonds so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the Owners of the Series 2021 Bonds called for redemption in the same manner as the original redemption notice was delivered. Tax Covenant In the Indenture, the Authority covenants for the benefit of each Owner of the Series 2021 Bonds that it will not take any action or omit to take any action with respect to the Series 2021 Bonds, the proceeds thereof, any other funds of the Authority or the facilities financed or refinanced by the proceeds of the Series 2021 Bonds if such action or omission (i) would cause the interest on the Series 2021 Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause interest on the Series 2021 Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the Series 2021 Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income * Subject to change. 18 under present Colorado law. In furtherance of this covenant, the Authority agrees to comply with the procedures set forth in the Tax Compliance Certificate (defined in Appendix B). The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Series 2021 Bonds until the date on which all obligations of the Authority in fulfilling the above covenant under the Tax Code and Colorado law have been met. Notwithstanding any provision described above, if the Authority shall obtain an opinion of nationally recognized bond counsel that any specified action required as described above is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Series 2021 Bonds, the Authority may conclusively rely on such opinion in complying with the requirements described above, and the covenants under the Indenture shall be deemed to be modified to that extent. Book-Entry Only System The Series 2021 Bonds will be available only in book-entry form in the principal amount of $5,000 or any integral multiple thereof. DTC will act as the initial securities depository for the Series 2021 Bonds. The ownership of one fully registered Series 2021 Bond for each maturity as set forth on the inside cover page of this Official Statement, in the aggregate principal amount of such maturity and interest rate coming due thereon, will be registered in the name of Cede & Co., as nominee for DTC. See Appendix C - Book-Entry Only System. SO LONG AS CEDE & CO, AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE SERIES 2021 BONDS, REFERENCES IN THIS OFFICIAL STATEMENT TO THE REGISTERED OWNERS WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS. Neither the Authority nor the Trustee will have any responsibility or obligation to DTC’s Direct Participants or Indirect Participants (each as defined in Appendix C), or the persons for whom they act as nominees, with respect to the payments to or the providing of notice for the Direct Participants, the Indirect Participants or the beneficial owners of the Series 2021 Bonds as further described in Appendix C to this Official Statement. 19 DEBT SERVICE REQUIREMENTS The following table sets forth the estimated annual debt service requirements for the Series 2021 Bonds. Information for the Prior Obligations is not provided here; the funds needed to pay these obligations do not constitute Pledged Revenues. See “INTRODUCTION-- Security - Prior Obligations” and THE AUTHORITY--Authority Agreements - Prior Agreements” for information about the Prior Obligations, including an illustration of amounts due under the Prior Obligations. Debt Service Requirements(1)* Year Principal Interest Total 2021 -- 2022 $ 175,000 2023 1,200,000 2024 35,000 2025 745,000 2026 870,000 2027 980,000 2028 1,905,000 2029 1,980,000 2030 2,130,000 2031 2,215,000 2032 2,375,000 2033 2,465,000 2034 2,835,000 2035 2,940,000 2036 3,145,000 2037 3,260,000 2038 3,475,000 2039 3,605,000 2040 7,845,000 Total $44,180,000 (1) Totals may not add due to rounding. Source: The Underwriter. * Subject to change. 20 SECURITY FOR THE SERIES 2021 BONDS Special, Limited Obligations The Series 2021 Bonds are special, limited obligations of the Authority, equally and ratably secured by an irrevocable pledge of and lien (but not necessarily an exclusive lien) on, and payable solely from, the Trust Estate. The Trust Estate generally includes: (a) the Pledged Revenues; and (b) all of the Authority’s rights under the Cooperation Agreement. The Authority may issue Additional Bonds on a parity with the lien of the Series 2021 Bonds on the Trust Estate upon satisfaction of certain requirements described in “Additional Bonds” below. Neither the Series 2021 Bonds nor the interest thereon constitute a general obligation debt or indebtedness of the Authority, the City, the State, or any political subdivision thereof within the meaning of any provision or limitation of the constitution or laws of the State or the City Charter. The Series 2021 Bonds are not general obligations of the Authority, and do not constitute a lien on any real property. The Authority has no taxing power. The owners of the Series 2021 Bonds do not have the right to require or compel the exercise of the sales taxing power or the ad valorem property taxing power of the City or of any other taxing entity for payment of the principal of or interest on the Series 2021 Bonds. The owners of the Series 2021 Bonds may not look to the City’s General Fund or any other funds of the City or the Authority (other than the Trust Estate) for payment of the Series 2021 Bonds. Therefore, the punctual payment of the principal of and interest on the Series 2021 Bonds is dependent on the generation of Pledged Revenues in an amount sufficient to meet debt service requirements on the Series 2021 Bonds. See “CERTAIN RISK FACTORS” and “REVENUES AVAILABLE FOR DEBT SERVICE.” Pledged Revenues General. The Pledged Revenues consist primarily of the Pledged Property Tax Increment Revenues, and all income derived from the investment and reinvestment of the Revenue Fund, the Bond Fund and the Reserve Fund. The amount of Pledged Revenues collected each year is dependent on tax increment changes in excess of the established base amounts. The Property Tax Base Amount has been established for a 25 year period for the Project Area; the tax increment period ends in the year 2040. No Tax Increment may be collected in the Project Area past 2040 even for the purpose of paying any unpaid debt service. See “INTRODUCTION--Security - Pledged Revenues” for descriptions of the Pledged Property Tax Increment Revenues and applicable definitions. Also see “REVENUES AVAILABLE FOR DEBT SERVICE.” Information Related to Pledged Property Tax Increment Revenues. The Property Tax Base Amount is currently $160,691,208. However, the Property Tax Base Amount is subject to periodic adjustment as described below; the base has been adjusted over the years as illustrated in “Ad Valorem Property Tax Data” below. See “Ad Valorem Property Taxes” below for a description of the statutory provisions applicable to the levy and collection of property taxes. The Authority itself has no power to levy ad valorem property taxes to pay debt service on the Series 2021 Bonds, nor 21 may the Authority or the City compel any other taxing jurisdiction to levy any property tax. In years of general reassessment (as described in “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Taxes”), the assessed valuation of property within the Project Area is required to be proportionately adjusted in accordance with such general reassessment. Any increase or decrease in assessed valuation which may occur as a result of such general reassessment is not attributable entirely to the property tax increment. Rather, such increase or decrease is allocated proportionately between the Property Tax Base Amount and the property tax increment so as to maintain the same ratio between the Property Tax Base Amount and the then existing property tax increment as existed prior to the reassessment. In this way, both the Authority and the overlapping taxing jurisdictions receive their proportionate share of any changes in assessed value resulting from statutorily mandated reassessments. All other changes resulting from new development and revaluations become a part of the property tax increment. However, see “CERTAIN RISK FACTORS--Risks Related to the Pledged Property Tax Increment Revenues.” The total amount of Pledged Property Tax Increment Revenues in any given year will be subject to increases or decreases in the total mill levy imposed by the overlapping taxing entities. See “CERTAIN RISK FACTORS” and “REVENUES AVAILABLE FOR DEBT SERVICE.” Reserve Fund The Series 2021 Bonds also are secured by a Reserve Fund created in the Indenture. The Reserve Fund secures only the Series 2021 Bonds (unless otherwise provided in the documents authorizing the issuance of Additional Bonds). The Reserve Fund is required to be maintained in an amount equal to the “Reserve Fund Requirement,” which will be determined on the date of issuance of the Series 2021 Bonds. The Reserve Fund Requirement is an amount equal to the least of: (a) 10% of the stated principal amount of the Series 2021 Bonds; (b) 100% of the Maximum Annual Debt Service Requirements (defined in Appendix B) on the Outstanding Bonds; or (c) 125% of the Average Annual Debt Service Requirements (defined in Appendix B) on the Outstanding Bonds. If the Reserve Fund secures Additional Bonds, the Reserve Fund Requirement will also include any additional amounts required by the documents authorizing the issuance of the Additional Bonds. Upon issuance of the Series 2021 Bonds, the Reserve Fund Requirement will be $____________;* that amount is expected to be funded with Series 2021 Bonds proceeds. Amounts on deposit in the Reserve Fund must be used to pay the principal and interest on the Series 2021 Bonds then coming due in the event that the amount on deposit in the Debt Service Fund is less than the amount coming due. Amounts on deposit in the Reserve Fund may also be used to make the final debt service payments due on the Series 2021 Bonds or for the purpose of discharging the Indenture by paying or providing for the payment of the Series 2021 Bonds. See Appendix B - Summary of Certain Provisions of the Indenture - Discharge of Lien. * Subject to change. 22 In lieu of cash, the Indenture allows the Authority to substitute a letter of credit, surety bond, insurance policy, agreement guaranteeing payment or other undertaking by a financial institution in satisfaction of the Reserve Fund Requirement, after satisfaction of the requirements of the Indenture. For further information with respect to the Reserve Fund, see Appendix B - Summary of Certain Provisions of the Indenture - Reserve Fund. City’s Appropriation Covenant Any amounts appropriated by the City pursuant to the Replenishment Resolution will also be deposited in the Reserve Fund. Pursuant to the Replenishment Resolution, the City Council has made a non-binding declaration of its intent to appropriate a sufficient amount to replenish the Reserve Fund to the Reserve Fund Requirement, if necessary. While the City Council has agreed in the Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation, and is never required to do so. Pursuant to the Replenishment Resolution and the Indenture, following a draw on the Reserve Fund, if at any time the Reserve Fund is not funded at an amount equal to the Reserve Fund Requirement, and to the extent any such deficiency is not replenished from Pledged Revenues as set forth above or from another source, the Trustee shall provide written notice (“Written Notice”) to the Executive Director of the Authority and the City Manager setting forth the amount of any such deficiency and requesting that the City replenish the Reserve Fund pursuant to and as provided in the City’s Replenishment Resolution. Any such written notice shall include instructions for making the payment to the Trustee. The Replenishment Resolution provides that within 90 days after the City’s receipt of a written notice from the Trustee of a draw or a deficiency in the Reserve Fund, to the extent that such draw or deficiency has not been replenished by another source, the City shall replenish the Reserve Fund to the Reserve Fund Requirement from legally available funds of the City, subject to appropriation by the City Council in its sole discretion. Any such City payment shall be deposited in the Reserve Fund in immediately available funds pursuant to the instructions set forth in the Written Notice. In the event that the Trustee receives money from the City in excess of the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement, any such excess shall be returned to the City. While the City Council has agreed in the Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation, and is never required to do so. The Replenishment Resolution shall not create or constitute a debt, liability or multiple fiscal year financial obligation of the City. Failure by the City Council to appropriate moneys to replenish the Reserve Fund pursuant to the Replenishment Resolution shall never constitute an Event of Default under the Indenture. Any City replenishment of the Reserve Fund shall constitute a loan from the City to the Authority, to be repaid in accordance with the Cooperation Agreement. The Authority’s obligation to repay any amounts advanced by the City is subordinate and junior to the lien of the Series 2021 Bonds. See Appendix B - Summary of Certain Provisions of the Indenture--Flow of Funds. 23 Additional Bonds Additional Parity Lien Bonds. The Indenture authorizes the issuance of Additional Bonds for the purpose of providing the Authority with funds for any lawful purpose of the Authority, so long as the following requirements are met: (i) no Event of Default has occurred and is at the time continuing under the Indenture; (ii) all amounts required to be on deposit in the funds and accounts established under the Indenture are on deposit therein, or will be on deposit therein upon the issuance of such Additional Bonds; and (iii) the requirements described below (among others) have been satisfied. Prior to the issuance of Additional Bonds, the Authority must deliver a certificate of the Authority Representative, addressed to the Trustee, establishing that the Pledged Revenues for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the date of the issuance of such Additional Bonds were at least 125% of the Maximum Annual Debt Service Requirements (defined in Appendix B) of the Bonds then Outstanding, and the Additional Bonds proposed to be issued; provided, however, that any Bonds to be refunded with the proceeds of such Additional Bonds shall be excluded for purposes of the calculation. Notwithstanding the foregoing, in the case of Additional Bonds issued for the purpose of refunding less than all of the Bonds then Outstanding, compliance with the coverage test described in the prior paragraph shall not be required so long as the Debt Service Requirements payable on all Bonds Outstanding after the issuance of such Additional Bonds in each Fiscal Year does not exceed the Debt Service Requirements payable on all Bonds outstanding prior to the issuance of such Additional Bonds in each Fiscal Year. Each series of Additional Bonds issued pursuant to the Indenture shall be equally and ratably secured with the Series 2021 Bonds and all other series of Additional Bonds, if any, previously issued, without preference, priority or distinction of any such Bonds over any other thereof. Subordinate Debt. So long as no Event of Default has occurred and is at the time continuing, the Authority may issue Subordinate Obligations (defined in Appendix B) for any lawful purpose; provided however, that the documents pursuant to which any such Subordinate Obligations are issued shall not provide for acceleration of the payment of such Subordinate Obligations. No Superior Debt. The Authority shall not issue bonds or other securities payable from the Pledged Revenues that have a lien on all or a portion of the Pledged Revenues that is prior and superior to the lien thereon of the Series 2021 Bonds without the prior written consent of the owners of 100% of the aggregate principal amount of the Outstanding Bonds. 24 REVENUES AVAILABLE FOR DEBT SERVICE General The Pledged Property Tax Increment Revenues are the primary sources of revenues available to pay debt service on the Series 2021 Bonds. Descriptions of the property tax and related data are presented below. Ad Valorem Property Taxes COVID-19 Information. In 2020, the Governor, State agencies and the General Assembly took several actions in response to COVID-19 that impacted the administration of property taxes, such as extending filing deadlines, extending deadlines for the payment of property taxes and authorizing county treasurers to waive delinquent interest on late property tax payments for a period of time. It is not possible to know whether Governor Polis will issue additional executive orders authorizing county treasurers to extend payment deadlines and waive interest. There is no guarantee that additional executive orders or legislation deferring the payment of property taxes to a later date, permanently waiving interest, or forgiving property tax liability in its entirety will occur and, if these or similar measures are adopted into law, the receipt of property taxes by the District may be delayed or reduced, and such reduction could be material. Property Subject to Taxation. Subject to the limitations imposed by Article X, Section 20 of the State constitution (the Taxpayers Bill of Rights or “TABOR”), the governing body of each of the entities overlapping the Authority has the power to certify to the Jefferson County Board of County Commissioners (the “Commissioners”) a levy for collection of ad valorem taxes against all taxable property within the Plan Area. Property taxes are uniformly levied against the assessed valuation of all property subject to taxation by the Authority. Both real and personal property are subject to taxation, but there are certain classes of property which are exempt. Exempt property includes, but is not limited to: property of the United States of America; property of the State and its political subdivisions; public libraries; public school property; property used for charitable or religious purposes; nonprofit cemeteries; irrigation ditches, canals, and flumes used exclusively to irrigate the owner’s land; household furnishings and personal effects not used to produce income; intangible personal property; inventories of merchandise and materials and supplies which are held for consumption by a business or are held primarily for sale; livestock; agricultural and livestock products; and works of art, literary materials and artifacts on loan to a political subdivision, gallery or museum operated by a charitable organization. The State Board of Equalization supervises the administration of all laws concerning the valuation and assessment of taxable property and the levying of property taxes. Assessment of Property. Taxable property is first appraised by the County Assessor of the County (the “County Assessor’) to determine its statutory “actual” value. This amount is then multiplied by the appropriate assessment percentage to determine each property’s assessed value. The mill levy of each taxing entity is then multiplied by this assessed value to determine the amount of property tax levied upon such property by such taxing entity. Each of these steps in the taxation process is explained in more detail below. 25 Determination of Statutory Actual Value. The County Assessor annually conducts appraisals in order to determine, on the basis of statutorily specified approaches, the statutory “actual” value of all taxable property within the County as of January 1. Most property is valued using a market approach, a cost approach or an income approach. Residential property is valued using the market approach, and agricultural property, exclusive of building improvements thereon, is valued by considering the earning or productive capacity of such lands during a reasonable period of time, capitalized at a statutory rate. The statutory actual value of a property is not intended to represent its current market value, but, with certain exceptions, is determined by the County Assessor utilizing a “level of value” ascertained for each two-year reassessment cycle from manuals and associated data published by the State Property Tax Administrator for the statutorily-defined period preceding the assessment date. Real property is reappraised by the County Assessor’s office every odd numbered year. The statutory actual value is based on the “level of value” for the period one and one-half years immediately prior to the July 1 preceding the beginning of the two-year reassessment cycle (adjusted to the final day of the data-gathering period). For example, values for levy year 2019 (collection year 2020) were based on an analysis of sales and other information for the period January 1, 2017 to June 30, 2018. The following table sets forth the State Property Appraisal System for property tax levy years 2016 through 2021. Collection Year Levy Year Value Calculated As Of Based on the Market Period 2017 2016 July 1, 2014 Jan. 1, 2013 to June 30, 2014 2018 2017 July 1, 2016 Jan. 1, 2015 to June 30, 2016 2019 2018 July 1, 2016 Jan. 1, 2015 to June 30, 2016 2020 2019 July 1, 2018 Jan. 1, 2017 to June 30, 2018 2021 2020 July 1, 2018 Jan. 1, 2017 to June 30, 2018 2022 2021 July 1, 2020 Jan. 1, 2019 to June 30, 2020 The County Assessor may consider market sales from more than one and one-half years immediately prior to July 1 if there were insufficient sales during the stated market period to accurately determine the level of value. Oil and gas leaseholds and lands, producing mines and other lands producing nonmetallic minerals are valued based on production levels rather than by the base year method. Public utilities are valued by the State Property Tax Administrator based upon the value of the utility’s tangible property and intangibles (subject to certain statutory adjustments), gross and net operating revenues and the average market value of its outstanding securities during the prior calendar year. Determination of Assessed Value. Assessed valuation, which represents the value upon which ad valorem property taxes are levied, is calculated by the County Assessor as a percentage of statutory actual value. The percentage used to calculate assessed valuation differs depending upon the classification of each property. Residential Property. Prior to tax levy year 2021, the residential assessment rate was adjusted every two years in connection with the general reassessment of property described in “Determination of Statutory Actual Value” above. This adjustment was mandated by a provision of the State constitution (the “Gallagher Amendment”) to avoid 26 extraordinary increases in residential real property taxes when the base year level of value changed. As a result of application of the Gallagher Amendment and TABOR, the residential assessment ratio declined each year since 1989 (when the residential assessment rate was 15% of statutory actual value); for levy years 2019 and 2020, the residential assessment rate was 7.15%. The residential assessment rate cannot increase above 7.15% without the approval of Colorado voters due to the provisions of TABOR. In November 2020, the State’s voters approved a referred measure to repeal the Gallagher Amendment (the “Repeal”). The General Assembly is now responsible for setting future residential assessment rates. In its 2021 session, the General Assembly adopted legislation (“SB21-293”) temporarily reducing the residential assessment rate for the next two years (levy years 2021 and 2022) and designating multifamily residential property as a new subclass of residential property. Pursuant to SB21-293, the residential assessment rate for all residential property other than multifamily residential property is temporarily reduced to 6.95% for levy years 2021 and 2022, and the multifamily residential rate is temporarily reduced to 6.8%, unless a statutory initiative (the “Initiative”) is approved by voters at the November 2021 election, in which case, the multifamily residential property tax rate will be reduced to 6.5% pursuant to the terms of the Initiative. Non-residential property. Prior to tax levy year 2021, all non- residential taxable property, with certain specified exceptions, was assessed at 29% of its statutory actual value. Producing oil and gas property were generally assessed at 87.5% of the selling price of the oil and gas. The commercial assessment rate cannot increase above 29% without the approval of Colorado voters due to the provisions of TABOR. Pursuant to the Repeal, the General Assembly is also now responsible for setting future commercial assessment rates. Pursuant to SB21-203, classified agricultural property, lodging property and renewable energy production property will be new subclasses of nonresidential property. The commercial assessment rate for agricultural and renewable energy property is temporarily reduced to 26.4% for levy years 2021 and 2022. All other commercial rates remain at 29%; however, if the Initiative passes at the 2021 election, the commercial rate on lodging property will be reduced to 26.4% in accordance with its terms. Protests, Appeals, Abatements and Refunds. Property owners are notified of the valuation of their land or improvements, or taxable personal property and certain other information related to the amount of property taxes levied, in accordance with statutory deadlines. Property owners are given the opportunity to object to increases in the statutory actual value of such property, and may petition for a hearing thereon before the County’s Board of Equalization. Upon the conclusion of such hearings, the County Assessor is required to complete the assessment roll of all taxable property and, no later than August 25th each year, prepare an abstract of assessment therefrom. The abstract of assessment and certain other required information is reviewed by the State Property Tax Administrator prior to October 15th of each year and, if necessary, the State Board of Equalization orders the County Assessor to correct assessments. The valuation of property is subject to further review during various stages of the assessment process at the request of the property owner, by the State Board of Assessment Appeals, the State courts or by arbitrators appointed by the Commissioners. On the report of an erroneous assessment, an abatement or refund must be authorized by the Commissioners; 27 however, in no case will an abatement or refund of taxes be made unless a petition for abatement or refund is filed within two years after January 1 of the year in which the taxes were levied. Refunds or abatements of taxes are prorated among all taxing entities which levied a tax against the property. Statewide Review. The Legislature is required to cause a valuation for assessment study to be conducted each year in order to ascertain whether or not county assessors statewide have complied with constitutional and statutory provisions in determining statutory actual values and assessed valuations for that year. The final study, including findings and conclusions, must be submitted to the Legislature and the State Board of Equalization by September 15th of the year in which the study is conducted. Subsequently, the Board of Equalization may order a county to conduct reappraisals and revaluations during the following property tax levy year. Accordingly, the Authority’s assessed valuation may be subject to modification following any such annual assessment study. Homestead/Disabled Veterans Property Tax Exemptions. The Colorado Constitution provides property tax exemptions for qualifying senior citizens (adopted in 2000) and for disabled veterans (adopted in 2006). The senior citizen provision provides that for property tax collection years 2007 and later (except that the exemption was suspended for collection years 2009 to 2012), the exemption is equal to 50% of the first $200,000 of actual value of residential real property that is owner-occupied if the owner or his or her spouse is 65 years of age or older and has occupied such residence for at least 10 years. The disabled veterans provision provides that for property tax collection years 2008 and later, the same exemption is available to homeowners who have served on active duty in the U.S. Armed Forces and who are rated 100% permanently disabled by the federal government due to a service-connected disability. The State is required to reimburse all local governments for the reduction in property tax revenue resulting from these exemptions; therefore, it is not expected that this exemption will result in the loss of any property tax revenue to the Authority. There is no assurance, however, that the State reimbursement will be received in a time period which is sufficient to replace the reduced property tax revenue. Taxation Procedure. The County Assessor is required to certify to the Authority (and each taxing entity overlapping it) the assessed valuation of property within the entity no later than August 25th of each year. Subject to the limitations of TABOR, based upon the valuation certified by the County Assessor, the governing body of each overlapping entity computes a rate of levy which, when levied upon every dollar of the valuation for assessment of property subject to the entity’s property tax, and together with other legally available revenues, will raise the amount required by the taxing entity in its upcoming fiscal year. The taxing entity subsequently certifies to the Commissioners the rate of levy sufficient to produce the needed funds. Such certification must be made no later than December 15th of the property tax levy year for collection of taxes in the ensuing year. The property tax rate is expressed as a mill levy, which is the rate equivalent to the amount of tax per one thousand dollars of assessed valuation. For example, a mill levy of 25 mills would impose a $250 tax on a parcel of property with an assessed valuation of $10,000. The Commissioners levies the tax on all property subject to taxation by the entities overlapping the Authority (including those in the Project Area). By December 22nd of each year, the Commissioners must certify to the County Assessor the levy for all taxing entities within the applicable county. If the Commissioners fail to so certify, it is the duty of the County 28 Assessor to extend the levies of the previous year. Further revisions to the assessed valuation of property may occur prior to the final step in the taxing procedure, which is the delivery by the County Assessor of the tax list and warrant to the County Treasurer. Property Tax Collections. Taxes levied in one year are collected in the succeeding year. Thus, taxes certified in 2020 are being collected in 2021. Taxes are due on January 1st in the year of collection; however, they may be paid in either one installment (not later than the last day of April) or in two equal installments (not later than the last day of February and June 15th) without interest or penalty. Interest accrues on unpaid first installments at the rate of 1% per month from March 1 until the date of payment unless the whole amount is paid by April 30. If the second installment is not paid by June 15, the unpaid installment will bear interest at the rate of 1% per month from June 16 until the date of payment. Notwithstanding the foregoing, if the full amount of taxes is to be paid in a single payment after the last day of April and is not so paid, the unpaid taxes will bear penalty interest at the rate of 1% per month accruing from the first day of May until the date of payment. The County Treasurer collects current and delinquent property taxes, as well as any interest or penalty, and after deducting a statutory fee for such collection, remits the revenue to the Authority. All taxes levied on property, together with interest thereon and penalties for default, as well as all other costs of collection, constitute a perpetual lien on and against the property taxed from January 1st of the property tax levy year until paid. Such lien is on a parity with the tax liens of other general taxes. It is the County Treasurer’s duty to enforce the collection of delinquent real property taxes by tax sale of the tax lien on such realty. Delinquent personal property taxes are enforceable by distraint, seizure, and sale of the taxpayer’s personal property. Tax sales of tax liens on realty are held on or before the second Monday in December of the collection year, preceded by a notice of delinquency to the taxpayer and a minimum of four weeks of public notice of the impending public sale. Sales of personal property may be held at any time after October 1st of the collection year following notice of delinquency and public notice of sale. There can be no assurance that the proceeds of tax liens sold, in the event of foreclosure and sale by the County Treasurer, would be sufficient to produce the amount required with respect to property taxes levied by the Authority and property taxes levied by overlapping taxing entities, as well as any interest or costs due thereon. Further, there can be no assurance that the tax liens will be bid on and sold. If the tax liens are not sold, the County Treasurer removes the property from the tax rolls and delinquent taxes are payable when the property is sold or redeemed. When any real property has been stricken off to a county and there has been no subsequent purchase, the taxes on such property may be determined to be uncollectible after a period of six years from the date of becoming delinquent and they may be canceled by the Commissioners after that time. Potential for Overlap with Tax Increment Authorities. Colorado law allows the formation of public highway authorities. Pursuant to statute, the board of directors of a public highway authority is entitled to designate areas within the authority’s boundaries as “value capture areas” to facilitate the financing, construction, operation or maintenance of highways constructed by the authority; an authority is entitled to capture a portion of the property taxes in such an area to support these purposes. No public highway authority value capture area currently exists within the County. If a public highway authority were to be formed and a value capture area implemented in the future, it is impossible to predict the terms of the plan, including whether it would negatively impact the Authority’s property tax revenues. 29 Similarly, the State law allows the formation of urban renewal authorities and downtown development authorities in areas which have been designated by the governing bodies of municipalities as blighted areas. None of the property in the Authority currently is located within the boundaries of an urban renewal or downtown development authority. With respect to the property included in the boundaries of such entities created in the future and subject to a renewal plan, the assessed valuation of taxable property that does not increase beyond the amount existing in the year prior to the adoption of the redevelopment plan (other than by means of the general reassessment). Any increase above the “base” amount is paid to the applicable taxable entity. Ad Valorem Property Tax Data The following table sets forth a five-year history of the total assessed valuation in the Project Area, the amount of such valuation allocable to the Property Tax Base Amount and the amount allocable to the incremental assessed valuation. The table also includes information regarding a sample overlapping mill levy for the Project Area. Numerous entities located wholly or partially within the Project Area are authorized to levy taxes on property located within the Project Area. For example, according to the Jefferson County Assessor, the lowest total mill levy imposed in 2020 (to be collected in 2021) on a taxpayer located in the Project Area is 76.528 and the highest is 177.068. However, pursuant to the West Metro Agreement (defined and described below), the Authority has agreed to share a portion of the property tax increment with West Metro (100% of the property tax generated by the West Metro Mill Levy and collected in specified developments and 50% of those revenues in the remaining areas of West Metro that overlap the Project Area); those revenues do not constitute Pledged Property Tax Increment Revenues. History of Assessed Valuations and Mill Levies in the Project Area Assessed Valuation Levy/ Collection Year Total Assessed Valuation in Tax Increment Area(1) Percent Change Valuation Allocable to Base Valuation Allocable to Increment Sample Tax Increment Mill Levy(2) 2016/2017 $113,651,768 -- $109,899,903 $ 1,617,790 90.4300 2017/2018 139,881,148 23.1% 134,850,391 2,312,583 84.5957 2018/2019 140,275,942 0.3 135,046,009 2,507,504 92.8140 2019/2020 162,776,740 16.0 155,468,128 7,308,612 90.1990 2020/2021 170,802,032 4.9 160,691,208 10,110,824 91.4750 2021/2022(3) 195,412,496 14.4 181,050,785 14,361,711 n/a (1) In some years, the total assessed valuation does not equal the valuation allocable to the Property Tax Base Amount plus the amount allocable to the incremental assessed valuation. This is the result of negative values related to demolition, lack of new construction or the reclassification of properties as exempt from taxation. (2) Represents a sample mill levy that may be imposed by jurisdictions that overlap the Project Area. See “Sample Mill Levies Affecting Property Owners within the Project Area” below. (3) Preliminary figures as of August 25, 2021. The final assessed values will not be certified until approximately December 10, 2021. The 2021/2022 mill levy will not be certified until approximately December 15, 2021. Source: Jefferson County Assessor’s Office. The following table sets forth a history of the Project Area’s ad valorem tax increment collections. 30 Property Tax Increment Collections Levy/Collection Year Current Tax Collections(1) 2015/2016 $ 61,552 2016/2017 145,488 2017/2018 203,727 2018/2019 220,012 2019/2020 582,602 2020/2021(2) 947,466 (1) The County Treasurer’s collection fees have not been deducted from these amounts. Figures do not include interest, fees and penalties. (2) Collections through August 31, 2021. Sources: The City of Wheat Ridge and the Jefferson County Treasurer’s Office The following table sets forth the assessed valuation of specific classes of real and personal property within the Project Area based upon the Project Area’s 2021 assessed valuation. As shown below, commercial property accounts for the largest percentage of the Project Area’s assessed valuation, and therefore it is anticipated that owners of commercial property will pay the largest percentage of ad valorem property taxes. 2021 Preliminary Assessed Valuation of Classes of Property in the Project Area Class Total Assessed Valuation(1) Percent of Total Assessed Valuation Commercial $129,859,551 66.46% Industrial 36,052,875 18.45 Residential 14,985,435 7.67 Vacant Land 11,476,895 5.87 State Assessed 3,036,431 1.55 Agricultural 1,134 0.00 Natural Resources 175 0.00 TOTAL $195,412,496 100.00% (1) Preliminary figures as of August 25, 2021. The final assessed values will not be certified until approximately December 10, 2021. Source: Jefferson County Assessor’s Office. Based upon the most recent information available from the County, the following table represents the ten largest taxpayers within the Project Area. A determination of the largest taxpayers can be made only by manually reviewing individual tax records. Therefore, it is possible that owners of several small parcels may have an aggregate assessed value in excess of those set forth in the following chart. Furthermore, the taxpayers shown in the chart may own additional parcels within the Project Area not included herein. No independent investigation has been made of and consequently there can be no representation as to the financial conditions of the taxpayers listed below or that such taxpayers will continue to maintain their status as major taxpayers in the Project Area. Investors should note that the County Assessor has not provided information with respect to all of the largest property taxpayers within the Project Area, including Rocky 31 Mountain Bottle, which is discussed in the Market Study. The Authority continues to consult with the County regarding its top taxpayers and the increment associated with those entities. It is possible that while certain of those entities have larger assessed values they may generate less incremental property tax revenue within the Project Area. Ten Largest Taxpayers within the Project Area Taxpayer Name Industry 2020 Assessed Valuation Percentage of Total Assessed Valuation(1) Public Service Co. of Colorado Utilities $ 2,652,598 1.55% MVG Kipling Ridge LLC Retail Center 2,497,146 1.46 Terrapin Wheat Ridge LLC Accommodations 2,464,275 1.44 Calico Wheat Ridge LLC Residential rental, mgt. & investment 2,231,682 1.31 KRM Inc. Equipment 1,697,884 1.00 Denver West Lodging LLC Accommodations 1,183,421 0.69 Sisters of Charity of Leavenworth Health System Inc. Healthcare 1,170,266 0.69 MS Wheat Ridge Co. LLC Long-term care 1,099,883 0.64 Carol Peck Living Trust Retail center 1,042,405 0.61 Circle K Stores Inc. Convenience 696,903 0.41 TOTAL $16,736,463 9.80% (1) Based on the 2020 assessed valuation of $170,802,032. Source: Jefferson County Assessor’s Office. Sample Mill Levies Affecting Property Owners within the Project Area Owners of property within the Project Area are obligated to pay taxes to other taxing entities in which their property is located. As a result, property owners within the Project Area’s boundaries may be subject to different mill levies depending upon the location of their property. The following table reflects a sample mill levy that may be imposed on certain properties within the Project Area and is not intended to portray the mills levied against all properties within the Project Area. Property owners within the Project Area may be subject to a larger or smaller total mill levy than the sample given in the following table. Sample Mill Levies Affecting Property Owners within the Project Area Taxing Entity(1) 2020 Mill Levy(2) Jefferson County School District No. R-1 47.038 Jefferson County 24.578 Arvada Fire Protection District 14.947 Fruitdale Sanitation District 2.082 City of Wheat Ridge 1.830 Urban Drainage and Flood Control District(3) 0.900 Urban Drainage and Flood Control District – South Platte Levy(3) 0.100 Total Sample Mill Levy 91.475 (1) Regional Transportation District and Valley Water District also overlap the Project Area, but do not assess a mill levy. (2) One mill equals 1/10 of one cent. Mill levies certified in 2020 are for the collection of ad valorem property 32 taxes in 2021. The 2021/2022 mill levy will not be certified until approximately December 15, 2021. (3) Now known as the Mile High Flood District. Source: Jefferson County Assessor’s Office. Estimated Overlapping General Obligation Debt Certain taxing entities whose boundaries are within or partially within the Project Area are authorized to incur general obligation debt. The following table sets forth the estimated overlapping general obligation debt chargeable to property owners within the Project Area as of the date of this Official Statement. Additional taxing entities may overlap the Project Area in the future. Estimated Overlapping General Obligation Debt Entity(1) 2020 Assessed Valuation(2) Outstanding General Obligation Debt Outstanding General Obligation Debt Chargeable to the Project Area(3) Percent Debt Apex Park and Recreation District $2,023,847,246 $22,160,000 0.00% $ -0- Fairmount Fire Protection District 408,373,945 575,199 0.18 1,035 Hance Ranch Metropolitan District(4) 550,975 2,602,000 100.00 2,602,000 Jefferson County School District No. R-1 10,700,143,345 812,290,000 1.60 12,996,640 Prospect Recreation and Park District 358,131,760 7,700,000 2.17 167,090 Ward TOD Metropolitan District No. 1(4) 1,570,798 6,453,000 100.00 6,453,000 West Metro Fire Protection District 4,887,744,346 19,125,000 1.09 208,463 TOTAL $22,428,228 (1) The following entities also overlap the Project Area, but have no reported general obligation debt outstanding: Applewood Sanitation District; Arvada Fire Protection District; Clear Creek Valley Water and Sanitation District; Fruitdale Sanitation District; Jefferson County; Longs Peak Metropolitan District; Moffat Tunnel Improvement District; North Table Mountain Water and Sanitation District; Northwest Lakewood Sanitation District; Regional Transportation District; Ridge at Ward Station Metropolitan District No 1; Urban Drainage and Flood Control District; Urban Drainage and Flood Control District - South Platte Levy; Valley Water District; Ward TOD Metropolitan Districts Nos. 2 and 3; Westridge Sanitation District; City of Wheat Ridge; Wheat Ridge Sanitation District; and Wheat Ridge Water and District. (2) Assessed values certified in 2020 are for collection of ad valorem property taxes in 2021. (3) The percentage of each entity’s outstanding debt chargeable to the Project Area is calculated by comparing the assessed valuation of the portion overlapping the Project Area to the total assessed valuation of the overlapping entity. To the extent the Project Area’s assessed valuation changes disproportionately with the assessed valuation of overlapping entities, the percentage of debt for which property owners within the Project Area are responsible will also change. (4) This district’s debt consists of limited tax general obligation bonds or loans secured by a required mill levy, specific ownership taxes, and other moneys legally available for debt service. Sources: Assessors’ Offices of Douglas and Jefferson Counties; Assessor’s Office of the City and County of Broomfield; and individual taxing entities. Budget Summary and Comparison Set forth in the following table is a comparison of the 2020 and 2021 budgets for the Wheat Ridge Urban Renewal Fund, as compared to actual, interim (unaudited) revenues and expenditures for the eight-month periods ended August 31, 2020 and 2021. The table is 33 presented in budgetary (legal) format and is not intended to conform to GAAP. In addition, this table does not indicate beginning or ending fund balances, a portion of which is available and may be appropriated for expenditure in each year. For a representation of fund balances, see the table in “History of Revenues, Expenditures and Changes in Fund Balance” below. Finally, this table represents all of the activity for all of the City’s urban renewal areas; it is not limited to the activity in the Plan Area. Budget to Actual Comparison - Wheat Ridge Urban Renewal Authority Fund 2020 Final Budget 2020 Actual Through (8/31/20)(1) 2021 Budget 2021Actual Through (8/31/21)(1) Revenues Property Tax Increment $916,000 $1,129,813 $660,000 $1,783,548 Sales Tax Increment 612,595 387,456 612,595 404,994 Intergovernmental 300,000 300,000 300,000 - Investment earnings Proceeds from the Sales of Land 13,000 355,219 9,531 - 13,000 355,219 1,823 - Total revenues $2,196,814 $1,826,800 $1,940,814 $2,190,365 Expenditures Current: Community Development $194,600 $19,641 $194,600 $27,006 Capital outlay 1,279,000 659,004 2,857,000 226,565 Debt service Principal 2,295,000 - 305,000 - Interest 980,000 315,379 860,000 310,799 Total $4,748,600 $994,024 $4,216,600 $564,370 Revenues less expenditures $(2,551,786) $832,776 $2,275,786 $1,625,995 (1) Unaudited, interim information only. Sources: The City. History of Revenues, Expenditures and Changes in Fund Balance General. The Authority is a component unit of the City for accounting purposes and its funds are included in the City’s audited financial statements. No separate audited financial statements are available for the Authority. The activities of the Authority with respect to the Project Area are recorded in the Wheat Ridge Urban Renewal Authority Fund (the “WRURA Fund”), which accounts for activity in all of the City’s Plan Areas. The WRURA Fund is an enterprise fund used to account for debt service and capital improvements within the Project Area that are financed by bond proceeds or by current resources, including Pledged Property Tax Increment Revenues, incremental sales tax revenues (which are not pledged to the Series 2021 Bonds), intergovernmental revenue and investment income. The City’s audited basic financial statements for the year ended December 31, 2020, including the financial statements for the WRURA Fund, are attached to this Official Statement as Appendix A. Those financial statements represent the most recent audited financial statements for the City and for the Authority. 34 The City’s audited financial statements are attached to this Official Statement because the financial activity of the Authority is included in them. The Series 2021 Bonds are payable only from the Trust Estate. Inclusion of the City’s financial statements does not indicate that the Series 2021 Bonds are payable from any revenues shown therein, other than the Pledged Revenues. History of Revenues, Expenditures, and Changes in Fund Balance. The following table provides a comparative history of revenues, expenditures and changes in fund balance in the WRURA Fund for fiscal years 2016 through 2020. The information in this table has been derived from the audited financial information presented in the City’s audited financial statements for each of those years. The information should be read together with the City’s 2020 basic audited financial statements (and accompanying notes) appearing in Appendix A. The City’s audited financial statements for preceding years may be obtained from the sources noted in “INTRODUCTION--Additional Information.” 35 WRURA Fund - History of Revenues, Expenditures and Changes in Fund Balances 2016 2017 2018 2019 2020 Revenues Property Tax Increment $ 89,645 $319,541 $402,436 $470,702 $1,171,292 Sales Tax Increment (1) 555,853 502,936 574,602 726,585 870,716 Intergovernmental 300,000 300,000 300,000 300,000 300,000 Investment earnings 635 850 2,264 74,832 10,950 Miscellaneous -- 106,920 28,495 -- -- Total revenues 946,133 1,230,247 1,307,797 1,572,119 2,352,958 Expenditures Current: Community Development 36,451 60,860 48,006 127,720 31,478 Capital outlay (1) 44,164 716,526 478,501 5,723,249 2,337,607 Debt service Principal 265,000 275,000 280,000 285,000 295,000 Interest 74,102 65,007 56,290 305,066 334,971 Total Expenditures 419,717 1,117,393 862,797 6,441,035 2,999,056 Excess of revenues over (under) expenditures 526,416 112,854 445,000 (4,868,916) (646,098) Other Financial Sources Debt proceeds -- -- 6,375,000 -- -- Proceeds from sale of property -- 44,781 -- -- -- Total Other Financing Sources -- 44,781 6,375,000 -- -- Net Change in Fund Balance (1) 526,416 157,635 6,820,000 (4,868,916) (646,098) Fund balances-January 1 908,657 1,435,073 1,592,708 8,412,708 3,543,792 Fund balances-December 31 $1,435,073 $1,592,708 $8,412,708 $3,543,792 $2,897,694 (1) The negative “Net Change in Fund Balance” in 2019 and 2020 were due to capital expenditures in another plan area. Source: Derived from the City’s audited financial statements for the years ended December 31, 2016 - 2020. 36 THE AUTHORITY General The Authority was created by the City Council of the City (the “City Council”) in 1977, and is a body corporate duly organized and existing as an urban renewal authority established pursuant to the Act for the purpose of undertaking certain urban renewal activities within the City. The Authority is branded as “Renewal Wheat Ridge.” The boundaries of the Authority are coterminous with the boundaries of the City. The Authority has five existing urban renewal areas; however, only the area covered by the I-70/Kipling Corridors Urban Renewal Plan generates Pledged Revenues. Any revenue generated in the other four plan areas is available only for projects or obligations in those particular areas. The Plan Area. The City Council originally adopted the Plan in May 2009; the Plan was amended in 2014 to add a tax increment provision in order to allow the Authority to collect tax increment on the area governed by the I-70/Kipling Corridors Urban Renewal Area (the “Plan Area” or the “Project Area”), and in 2015 underwent a “substantial modification” (as that term is used in the Act) to authorize the use of tax increment financing within the Project Area. The Plan was also amended in 2015 to add a tax increment provision in order to allow the Authority to collect tax increment on the entire Plan Area. The boundaries of the Project Area generally include properties roughly following a U-shaped corridor that runs north along Interstate 70 beginning at 32nd Avenue, then east along I-70 until Kipling Street and finally South along Kipling Street until 26th Avenue. See the “I- 70/KIPLING CORRIDOR PLAN AREA MAP” on page -v- of this Official Statement. The Project Area contains 1,189 total acres (including streets and rights-of-way); approximately 812 acres lie within 649 real property parcels. Powers of the Authority Pursuant to the Act, the Authority is a separate public body politic and corporate and is authorized to exercise broad governmental powers in planning and implementing redevelopment projects. Its powers include the authority to acquire, rehabilitate, administer and sell or lease property. When necessary, the Authority may exercise the right of eminent domain to facilitate acquisition of property and has the power to issue obligations or incur other debt for the purpose of financing the cost of its redevelopment activities and operations. The Authority can cause pavements, sidewalks and other public facilities to be built and installed. The Authority can further prepare for use as a building site any real property which it owns or acquires. The Authority may pay, out of any funds made available to the Authority for such purposes, all or part of the value of land and the cost of buildings, facilities, structures or other improvements to be publicly owned and operated, provided that such improvements are of benefit to the Project Area. The Authority must sell or lease remaining property which the Authority acquires within the Project Area at fair value for redevelopment in conformity with the Plan, and may further specify a period within which such redevelopment must begin and be completed or may specify other requirements as it determines to be in the public interest. 37 Governing Body The administration of the Authority is under the direction of the Mayor and the City Council. Board members are appointed by the Mayor and approved by the City Council. Board members serve five-year staggered terms. The Board holds meetings as necessary on the first and third Tuesdays of the month. Board members are entitled to one vote on all questions submitted to the Authority when a quorum (a majority of members) is present. Passage of resolutions and motions requires the affirmative vote of a majority of the Board members present at the Authority meeting. Board members receive no compensation for services in connection with the Authority, but are entitled to necessary expenses incurred in the performance of their duties. The present Board members, their principal occupations and their terms of office are set forth below. Name and Title Principal Occupation Term Expires Walt Pettit, Board Chair Retired 3/2023 Shane Nicholson, Board Vice Chair Business Owner 3/2023 Janeece Hoppe, City Council Representative Business Owner n/a Celeste Tanner, Commissioner Private Business 3/2024 Kristi Davis, Commissioner Hospital employee 3/2023 Marcia Hughes, Commissioner Independent Contractor 3/2024 Christopher Bird, Commissioner Consultant 3/2026 Administration and Employees Administration. The Board is responsible for the overall management and administration of the affairs of the Authority. However, the day-to-day operations of the Authority are conducted by the Executive Director. Executive Director - Steve Art. Steve Art is the Economic Development Manager for the City and the Executive Director of the Authority. He has been with the City for over 10 years. Mr. Art is responsible for creating and administering the annual budget for the Authority. He also runs and coordinates all Authority meetings. Mr. Art works regionally with the area Economic Development professionals and is a past board member for the Economic Development Council of Colorado. Mr. Art also sits on the Jefferson County Economic Development Corporations and Jefferson County Business Resource Centers Board of Directors as well as other State and regional groups promoting economic development. He is also the lead for Downtown Colorado’s Urban Renewal’s efforts throughout the State. Employees. The Authority has no full-time employees. Pursuant to the Cooperation Agreement, City administrators and staff provide assistance to the Authority in carrying out its operations. See “Authority Agreements - Cooperation Agreement” below. See “THE CITY AND CITY FINANCIAL INFORMATION” for information on the City’s employees, benefits and pension information. Authority Agreements The Authority is a party to several agreements including the Cooperation Agreement and the Prior Obligations. Those agreements are described below. The Authority is subject to other 38 agreements with respect to other project areas; however, those do not apply to the Project Area and are not discussed below. Cooperation Agreement. The City and the Authority have entered into the Cooperation Agreement to assist the Authority in its operations and activities. In the Cooperation Agreement, the City agrees to assist the Authority by making available such employees of the City as may be necessary and appropriate to assist the Authority in carrying out any authorized duty or activity of the Authority pursuant to the Act, the Plan, or any other lawfully authorized duty or activity of the Authority. The City agrees to pay to the Authority any Pledged Property Tax Increment Revenues when, as, and if received by the City, but which are due and owing to the Authority pursuant to the Plan and the Act. Repayment of amounts loaned by the City to the Authority, including amounts under the Replenishment Resolution, are subordinate to the Authority’s obligations for the repayment of any bonded indebtedness, including the Series 2021 Bonds. West Metro Fire Protection District Tax Increment Sharing Agreement. The Authority and the West Metro Fire Protection District (“West Metro”) have entered into an Intergovernmental Agreement for Tax Increment Revenue Sharing dated as of August 18, 2018 (the “West Metro Agreement”). Pursuant to the West Metro Agreement, the Authority has agreed to share 50% of the property tax increment generated by West Metro’s mill levy in the areas that overlap the Authority. In addition, as successor to a previous agreement with the Wheat Ridge Fire Protection District, West Metro will continue to receive 100% of the property tax increment generated by the West Metro mill levy and collected in specified developments (Perrin’s Row, Corners at Wheat Ridge, West End 38 and Kipling Ridge. None of those areas are within the Project Area. The property tax increment revenue shared with West Metro do not constitute Pledged Property Tax Increment Revenues. Prior Agreements. As defined in “INTRODUCTION--Security,” the Authority has entered into the Prior Obligations; the property tax increment revenue to be applied to those obligations is excluded from the definition of Pledged Property Tax Increment Revenues and accordingly, will be paid prior to the payment of debt service on the Series 2021 Bonds. Each agreement is secured by property tax increment (and in some cases, both property tax and sales tax increment) generated within specified areas of the Project Area. The following table sets forth information about the Prior Agreements, including the amounts to be paid under each agreement. Investors are reminded that the amount of property tax increment revenue required to be paid pursuant to each of the Prior Agreements will not constitute Pledged Property Tax Increment Revenue. The property tax increment amounts payable under each agreement are derived from the specific redevelopment project that is the subject of the applicable agreement. This means that portions of the property tax increment revenue derived from the Plan Area will be used to pay the Prior Obligations before any property tax increment revenue is available to pay the Series 2021 Bonds. 39 Na m e o f A g r e e m e n t So u r c e o f P a y m e n t /S i z e o f P a r c e l Or i g i n a l A m o u n t Am o u n t Re m a i n i n g Te r m i n a t i o n P r o v i s i o n s 20 1 4 B O K F A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - 6 . 3 - a c r e p a r c e l $ 2 , 4 5 5 , 0 0 0 $ 9 4 5 , 0 0 0 M a t u r e s 1 2 / 1 / 2 3 Lo n g s P e a k A g r e e m e n t P r o p e r t y t a x i n c r e m e n t - o v e r l a p p i n g a r e a s n / a n / a E n d o f T I F p e r i o d 20 1 7 S h e a r d A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - 1 9 , 8 0 0 s . f . 7 6 7 , 0 0 0 7 0 3 , 7 0 8 Ph a s e 3 e n d s 1 2 / 1 / 2 0 2 5 20 1 8 U . S . R e t a i l A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - 0 . 5 7 a c r e s 1 , 0 1 5 , 0 0 0 9 9 5 , 6 9 4 P a i d i n f u l l o r e n d o f T I F p e r i o d 20 1 9 U . S . R e t a i l A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - ( W a l m a r t ) 8 , 4 4 1 , 1 3 8 8 , 3 8 1 , 1 6 1 P a i d i n f u l l o r 1 2 / 3 1 / 4 0 FD G A g r e e m e n t ( 1 ) P r o p e r t y t a x i n c r e m e n t - 0 . 5 7 a c r e s 1 1 , 7 6 0 , 0 0 0 1 1 , 7 6 0 , 0 0 0 P a i d i n f u l l o r 2 0 y e a r s FD G P a r a l l e l A g r e e m e n t P r o p e r t y t a x i n c r e m e n t - u n k n o w n a c r e a g e 2 3 2 , 4 6 7 2 3 2 , 4 6 7 9 6 m o n t h s Wa r d T O D A g r e e m e n t s ( 2 ) P r o p e r t y t a x i n c r e m e n t / o v e r l a p p i n g a r e a s n / a n / a E n d o f T I F p e r i o d (1 ) T h i s a g r e e m e n t h a s a n o m i n a l a m o u n t o w e d o f $ 8 , 9 2 0 , 0 0 0 ; h o w e v e r , t h e a g r e e m e n t a l so c o n t a i n s a p r e s e n t v a l u e c a l c u l a t i o n t h at will be ef f e c t i v e i f t h e a p a r t m e n t b u i l d i n g b e i n g c on s t r u c t e d p u r s u a n t t o t h i s a g r e e m e n t i s s o ld . A c c o r d i n g l y , t h e l a r g e r p r e s e n t v a l u e amount is sh o w n i n t h i s t a b l e . (2 ) C o n s i s t s o f t h r e e s u b s t a n t i a l l y si m i l a r a g r e e m e n t s w i t h W a r d T O D M e t r o p o l i t a n D i s t r i c t N o 1 , 2 a n d 3 . 40 Insurance Coverage The activities of the Authority are included in the City’s insurance coverage. See “THE CITY--Insurance Coverage.” Authority Financial Information Budget Process. The Executive Director is responsible for preparing and submitting to the Board an annual budget for the operation of the Authority and to cause the books and accounts of the Authority to be audited annually. The Authority’s budget is included in the City’s budget process, which is described below. The City is required by law to adopt an annual budget setting forth all proposed expenditures for the administration, operation, and maintenance of all offices, departments, boards, commissions, and institutions of the City. The budget must show the actual or estimated deficits from prior years, all debt redemptions and interest charges during the budget year, and all expenditures for capital projects to be undertaken or executed during the budget year. It must also set forth the anticipated income and other means of financing the proposed expenditures for the ensuing fiscal year, which coincides with the calendar year. Each fall, the City Council must propose a budget for the ensuing budget year and cause to be published a notice that such proposed budget is open for inspection by the public. Prior to adoption, any elector of the City may register his or her objections to the proposed budget. The City must adopt its budget by December 15 by resolution. After adoption of the budget, the City Council must enact a corresponding appropriation resolution before the beginning of the fiscal year. Further, the City Council must enact a resolution to certify the property tax mill levy. If the City fails to file a certified copy of its budget by the following January 31 with the Colorado Division of Local Government in the Department of Local Affairs, the division may authorize the County Treasurer to prohibit release of the City’s tax revenues and other moneys held by the County Treasurer until the City files its budget. In general, the City cannot expend money for any of the purposes set out in the appropriation resolution in excess of the amount appropriated. However, in the case of an emergency or some contingency which was not reasonably foreseeable, the City Council may authorize the expenditure of funds in excess of the budget by adopting a resolution. If the City receives revenues which were unanticipated at the time of adoption of the budget, the City Council may authorize the expenditure of such revenues by adopting a supplemental budget after notice and hearing. Financial Statements. The Authority is a component unit of the City for accounting purposes and its financial statements are contained within the City’s audited financial statements. See “THE CITY AND CITY FINANCIAL INFORMATION--City Financial Statements.” Power to Incur Indebtedness. In order to finance urban renewal activities, the Authority is authorized by the Act to finance projects with the proceeds of loans from the City or federal grants and loans. The Authority also is authorized to issue general obligation bonds to which the full faith, credit, and assets (acquired and to be acquired) of the Authority are irrevocably pledged; and special obligations payable solely from and secured by a pledge of any income, proceeds, revenues, or funds of the Authority derived or held by it in connection with the undertaking of any activity of the Authority, including the proceeds of property tax increment 41 financing and sales tax increment financing. Obligations of the Authority also are authorized by resolution of the Board, which is irrepealable while the obligations are outstanding. The Authority currently does not expect to issue any additional tax increment bonds in the near future related to the Project Area, although it reserves the right to do so upon satisfaction of all legal requirements. See “SECURITY FOR THE SERIES 2021 BONDS--Additional Bonds.” Outstanding Obligations. The Authority currently has obligations pursuant to the various agreements described in “THE AUTHORITY--Authority Agreements.” Upon issuance, the Series 2021 Bonds will also be obligations of the Authority. The City may make advances to the Authority pursuant to the Cooperation Agreement or the Replenishment Resolution. Any advances will constitute a loan and obligation of the Authority which is subordinate to the repayment of the Series 2021 Bonds. Other than the loan previously described, the Authority has no outstanding advances from the City with respect to the Project Area pursuant to the Cooperation Agreement or the Replenishment Resolution. The Authority has also entered into agreements with the City or other parties with respect to its other project areas. The City has also made loans to the Authority with respect to other plan areas; however, those agreements, loans and advances must be repaid from revenues generated by the applicable project area and cannot be repaid from revenues generated in the Project Area. The Authority may enter into other agreements or issue bonds with respect to its other plan areas in the future; however, those obligations will not be payable from the Pledged Revenues and are not discussed in this Official Statement. 42 THE CITY AND CITY FINANCIAL INFORMATION Because the City has agreed to consider appropriating legally available funds to replenish the Reserve Fund, if needed, selected operating and financial information about the City is included in this Official Statement. See “SECURITY FOR THE SERIES 2021 BONDS-- City Appropriation Covenant.” However, the Series 2021 Bonds are payable only from the Trust Estate. Inclusion of the following information about the City and its finances, including the audited financial statements attached hereto as Appendix A, does not indicate that the Series 2021 Bonds are payable from any revenues shown (except to the extent the City actually chooses to appropriate legally available funds pursuant to the Replenishment Resolution). The Series 2021 Bonds are not obligations of the City. General The City is a municipal corporation organized on June 19, 1969. It presently operates under its Charter which was approved by the City’s voters in 1976. The Charter confers upon the City all the powers of local self-government and home rule and all power possible for a city to have under the constitution and laws of the State. The City is an inner-ring western suburb of Denver, located to the north of the City of Lakewood, to the south of the City of Arvada, and to the east of unincorporated Jefferson County. The City is located entirely within Jefferson County. The total land area of the City is approximately 9.6 square miles. According to the 2020 U.S. Census, the City’s population was 32,398. The economy of the City was historically based upon agriculture. Currently, the City is primarily developed as a residential city with commercial services and centers located along primary transportation corridors (including Wadsworth, Kipling, Sheridan and Youngfield), which connect the City to Denver, Arvada and Lakewood. The City is a limited service city that does not provide water, fire protection, sanitation, trash or utilities services. Services that the City provides to its residents include public safety, planning and zoning, parks and recreation, public improvements, highway and streets, and general administrative services. Water and sanitary sewer services are provided by Applewood Sanitation District, Clear Creek Valley Sanitation District, Fruitdale Sanitation District, North Table Mountain Water and Sanitation District, Northwest Lakewood Sanitation District, Westridge Sanitation District, Wheat Ridge Water District, Wheat Ridge Sanitation District, Consolidated Mutual Water District, Edgewater Water District, Denver Water District and Valley Water District. Fire protection is provided by Arvada Fire Protection District, Fairmount Fire Protection District, and West Metro Fire Department. Xcel Energy provides gas and electricity to the City. City Council The City Council has all legislative powers and functions of municipal government conferred by the City Charter, the State constitution and general law. The City Council consists of eight Council Members. The Mayor is elected at large and is the recognized head of City government. The Mayor presides over meetings of the Council, but does not have the same voting rights as other Council Members. Under the Charter, the Mayor only votes in the event of a tie vote by the City Council, except upon adoption or amendment of the budget. The Mayor has the power to veto any ordinance passed by the City Council, although the Mayor cannot exercise the veto power over an ordinance upon which the Mayor has cast a tie-breaking 43 vote. A Mayor Pro-Tem is selected from the City Council Members to serve in the event of the absence or inability of the Mayor. The Mayor is elected at large. The Council Members are elected from the City’s four geographic districts, with each district electing two Council Members. The Mayor and Council Members serve four year staggered terms of office. The current Mayor and Council Members, their council districts and current terms of office are as follows: Name Position District Term Expires Bud Starker Mayor At Large 11/2021 Janeece Hoppe Mayor Pro Tem District I 11/2021 Judy Hutchinson Council Member District I 11/2023 Rachel Hultin Council Member District II 11/2023 Zachary Urban Council Member District II 11/2021 Korey Stiles Council Member District III 11/2023 Amanda Weaver Council Member District III 11/2021 Leah Dozeman Council Member District IV 11/2021 Valerie Nosler Beck Council Member District IV 11/2023 Pursuant to the State Constitution, members of the City Council and the Mayor are limited to two consecutive terms of office. City voters may lengthen, shorten or eliminate the term limitations; however, no election to do so has been held. The Charter provides that the City Council shall act only by ordinance, resolution or motion. All legislative enactments of a permanent nature shall be by ordinance; all other actions, except as provided by the Charter, may be in the form of resolutions or motions. Administration The City operates under a council-manager form of government. The City Council constitutes the legislative and governing body of the City and is responsible for setting policy and approving the City’s budget. The City Manager is selected by and serves at the pleasure of the City Council. The City Manager is generally responsible for preparing the budget, directing the day-to-day operations of the City and managing the City’s personnel. The City functions through various departments under the supervision of the City Manager. The principal administrative officials of the City involved in issuance of the Series 2021 Bonds are as follows: City Manager - Patrick Goff. The City Manager is the chief administrative officer of the City. He is appointed by a majority vote of the City Council. The City Manager is responsible to the City Council for the operation of the City. The City Manager’s duties include, but are not limited to enforcing the laws and ordinances of the City; hiring, suspending and removing City department heads serving under the City Manager; appointing subordinates; preparing and submitting a budget to the City Council each year, administering the budget after adoption, and preparing and submitted budget status and forecast reports with recommendations for remedial action; preparing and submitting to the City Council, at the end of the fiscal year, a complete report on finances and administrative activities of the City for the preceding year and, 44 upon the request of the City Council; advising the City Council of the financial condition and future needs of the City and making such recommendations to the City Council for adoption as deemed necessary or expedient; supervising and controlling all departments under the City Manager’s jurisdiction; enforcing and reporting violations of City contracts or public utility franchises; providing for engineering, architectural, maintenance, and construction service required by the City; attending City Council meetings and participating in discussions with the City Council in an advisory capacity; and performing such other duties as may be prescribed by the Charter, by ordinance or required by the City Council and which are not inconsistent with the Charter. Patrick Goff was appointed City Manager in 2010. Mr. Goff has been employed by the City since 2002, previously serving as the Deputy City Manager/Administrative Services Director. Prior to his employment with the City, Mr. Goff was employed by the City of Sheridan, Colorado as the Interim City Administrator and Assistant to the City Administrator/Human Resources Coordinator. Mr. Goff is a member of the International City and County Management Association, the Colorado City and County Management Association and the Metro City and County Management Association. He holds B.A. degrees both in Political Science and International Affairs from the University of Nebraska at Lincoln and a M.S. degree in Public Administration from the University of Colorado at Denver’s Graduate School of Public Affairs. Finance Manager - Mark Colvin. The Finance Manager has full control of all operational financial programs and processes and oversees compliance for the City’s bond issues. Mark Colvin was hired as the City’s Finance Manager in early 2018. He started his career as an auditor with Arthur Andersen & Co – Houston, TX office - first as an intern in 1983 and then full-time in 1984. In 1986, Mark transferred to Andersen’s London office for one year. Mark then returned to Andersen’s Houston office and in 1988, he became an internal auditor at Keystone International, an oilfield services manufacturing company. Mark became an assistant controller for a Keystone division but when Keystone was acquired by Tyco Industries in 1993, he took a position as a Financial Reporting Manager with waste services giant Browning-Ferris Industries (BFI) at their Houston headquarters. In 1997, BFI invited Mark to relocate to their Denver operations as a Divisional Controller. After BFI was acquired by Allied Waste Services in 1999, Mark became Controller of a Boulder, Colorado-based internet e-tailer startup, Planetoutdoors.com. In 2000, Planetoutdoors.com dissolved and Mark was hired as Controller of a related entity, ServiceMagic.com, which eventually became Home Advisor and is now a part of Angi. In 2003, Mark was hired as a Financial Reporting Manager at the Denver headquarters of First Data Corporation. In 2004, Mark transferred internally to First Data’s Government Services division. First Data spun off their Western Union unit in 2007 and Mark worked for several years as an interim Controller for several non-profits and startups until 2009 when he was hired as Chief Financial Officer of an advertising consulting firm, Advertising Production Resources. Mark was hired as CFO of a Steamboat Springs family-owned business in 2011. In 2014, Mark was hired as Controller of a Denver-based family office and then in 2016, Mark became Controller of the Clyfford Still Museum where he helped manage public bond indebtedness. Mark received a Bachelor of Business Administration – Accounting from Baylor University in 1984. 45 City Attorney - Gerald Dahl. The City Attorney is appointed by the City Council and serves an indefinite term at its pleasure. The City Attorney serves as the legal representative of the City, representing the City in all cases and courts; acts as the legal adviser to the City Council and other City officials in matters relating to their official powers or duties; and performs other duties as the City Council prescribes by ordinance or resolution. Gerald Dahl was appointed City Attorney in 1995. Mr. Dahl was admitted to the practice of law in Colorado in 1976. Mr. Dahl earned his law degree from the University of Colorado School of Law. Employees; Benefits and Pension Matters Employees. Personnel-related expenses account for the largest portion of the City’s budget. In January 2021, the City had 221 full-time benefited employees and 10 part-time benefited employees. The City does not recognize any collective bargaining units. According to the Administrative Services Director, the state of employee relations is excellent. Employee Benefits. Generally, City employees working 20 or more hours per week and classified as “benefited” in the budget are eligible for benefits. Benefits available include health, dental and vision insurance as well as life, disability and accident and critical illness insurance. The City also offers a wellness program, and employee assistance program and other benefits. The City offers HSA contributions. The City offers a personal time off (“PTO”) program, where PTO days earned per year are determined by years of service and full- time or part-time status. Employees of the City are allowed to accumulate unused vacation and sick time up to a maximum based on years of service. Upon termination of employment from the City, an employee will be compensated for all accrued vacation time at their current pay rate. The City provides 10 paid holidays per year. Retirement Matters. The City provides three defined contribution pension plans for full-time employees. The three plans are the Police Defined Contribution Pension Plan, the Department Head Defined Contribution Pension Plan and the Employee Defined Contribution Pension Plan. Participation in the plan is mandatory. See Note 8 in the audited financial statements attached hereto as Appendix A for contribution and vesting information for each plan. Because the retirement plans are defined contribution plans, the City has no long-term liability for funding benefits; the City’s liability is limited to the matching amounts required to be paid pursuant to the terms of each plan. For 2020, the City’s contributions were as follows: Police Plan - $766,687; Employee Plan - City $539,058; and Department Head Plan - $ 72,957. Other Postemployment Benefits (“OPEB”). The City does not provide any additional OPEB. City Insurance Coverage/Risk Management The City Council acts to protect the City (and the Authority) against loss and liability by membership in the Colorado Intergovernmental Risk Sharing Agency (“CIRSA”), a separate and independent governmental and legal entity that provides insurance coverage and risk management services to its municipal members. CIRSA provides property coverage (including auto physical damage), liability coverage (including general liability, auto liability, law enforcement liability, public officials’ errors and omissions liability) and crime coverage (including employee dishonesty and money and securities coverage) to the City. The current 46 CIRSA coverage expires on January 1, 2022. See Note 7 in the audited financial statements attached hereto as Appendix A for further information. The City maintains the State-required workers compensation insurance with Pinnacol Assurance. The City maintains cybersecurity protocols and ongoing training for employees. The City’s information technology department provides periodic training (approximately monthly) for employees. Employees in more sensitive areas, such as finance, also attend seminars put on by third party vendors in order to remain current on issues related to cyber threats and bolstering City protections. The City’s auditors also devote a section of the audit to cybersecurity as part of its review of the City’s internal controls. The City also carries cybersecurity insurance with a private insurance carrier. The City’s current cybersecurity coverage expires on January 1, 2022. City Financial Statements The Charter requires that an independent certified audit be made of all City accounts annually, and more frequently if determined necessary by the City Council. The “Colorado Local Government Audit Law” requires that an annual audit be made of the City’s financial affairs at the end of the Fiscal Year. The audited financial statements must be filed with the City Council by June 30 of each year and with the State auditor 30 days thereafter. Failure to comply with this requirement to file an audit report may result in the withholding of the City’s property tax revenues by the county treasurer pending compliance. The City’s audited financial statements as of and for the year ended December 31, 2020, are attached to this Official Statement as Appendix A. Such financial statements represent the most current audited financial information available for the City. Governmental Funds; Sources of General Fund Revenue General. The accounts of the City are organized and operated on a fund basis. The City maintains only Governmental Funds. Governmental Revenues are collected by the City and allocated to the City’s General Fund and other governmental funds. The General Fund is the governmental fund utilized for the administration and operation of the City. The City prepares a balanced budget for each of its Governmental Funds, including the General Fund, matching anticipated expenses to anticipated revenues and existing fund balance. General Fund Reserve Policy. The City Council adopted a Reserve Policy (the “Reserve Policy”) in June 2011. The Reserve Policy requires the City to maintain a minimum unrestricted fund balance of at least two months or approximately 17% (as recommended by the GFOA) of its General Fund operating expenditures. The City’s maximum unrestricted fund balance shall not exceed 35% of General Fund operating expenditures. The City annually targets to maintain a 25% unrestricted fund balance percentage level as part of its annual budget process. The Reserve Policy provides that while targeting to maintain an annual unrestricted fund balance of 25%, the City understands there may be circumstances that warrant that the City use such funds temporarily, and the City has established the following instances where it may elect to use these funds: an economic downturn in which revenues are below budget; unexpected and unappropriated costs to service and maintain current City operations; unexpected and non-budgeted emergencies, natural disaster costs, and/or litigation; grant 47 matching; early retirement of debt; to cover deficits in other funds due to a shortfall in budgeted revenues; and capital asset acquisition, construction and improvement projects. The use of the unrestricted fund balance for the foregoing events which cause the unrestricted fund balance to fall below the targeted 25% level requires a majority vote by City Council. Use of the restricted fund balance which causes the unrestricted fund balance to fall below the minimum required level of 17% requires a super majority vote by City Council. If the City elects to use its unrestricted fund balance for capital asset acquisition, construction and improvement projects, the City must replenish the unrestricted fund balance to its previous level as soon as possible, but only after the City’s current operational needs are met, and in no case, more than two years subsequent in which the unrestricted fund balance was used. For other uses of its unrestricted fund balance as set forth in the Reserve Policy, the City must replenish the unrestricted fund balance as soon as revenues are available, but only after the City’s current operational needs have been met. If the City accumulates its permitted, maximum unrestricted fund balance of 35%, the City, at the discretion and determination of City Council and the City Manager, will designate such excess funds for reserves for equipment replacement, repair and maintenance of City facilities, and funding of infrastructure improvements. General Fund Revenues. The sources of revenue in the General Fund include: sales and use tax, vehicle use tax, ad valorem property taxes, franchise taxes, lodgers and other taxes, license and permit revenues, intergovernmental revenues, charges for services, fines and forfeitures, investment income and miscellaneous income. Sales Tax and Use Tax revenues comprise the majority of the City’s General Fund revenues, accounting for approximately 82% and 85% of General Fund revenues in 2019 and 2020, respectively. See “Imposition of the Sales and Use Tax” below for more information on the City ordinances related to the collection of Sales and Use Tax. History of Revenues, Expenditures and Changes in Fund Balances - City General Fund The following table provides a comparative history of revenues, expenditures and changes in fund balance in the City’s General Fund for fiscal years 2016 through 2020. The information in this table has been derived from the audited financial information presented in the City’s audited financial statements for those years. The information should be read together with the City’s fiscal year 2020 basic financial statements (and accompanying notes) appearing in Appendix A. Preceding years’ financial statements may be obtained from the sources noted in “INTRODUCTION--Additional Information.” Prospective investors should be aware that the Series 2021 Bonds are payable solely from the Trust Estate. Inclusion of the following material is for informational purposes only and does not imply that the Series 2021 Bonds constitute a general obligation of the City or a lien on any City revenues. The General Fund is not pledged to pay debt service on the Series 2021 Bonds; however, the City may use legally available revenues in the General Fund to appropriate funds pursuant to the Replenishment Resolution, to the extent it chooses to do so. 48 City General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances Year Ended December 31, Revenues 2016 2017 2018 2019 2020 Taxes $26,328,763 $28,998,755 $30,299,393 $28,630,152 $30,368,986 Licenses and permits 1,059,237 2,804,721 1,650,695 1,347,748 1,799,811 Intergovernmental 1,829,402 1,859,292 2,048,180 2,169,094 4,147,182 Charges for services 1,239,896 1,414,284 1,644,437 1,567,179 2,321,022 Fines and forfeitures 746,746 540,493 337,087 321,183 252,161 Interest 51,251 29,109 301,454 305,078 165,104 Miscellaneous 473,943 401,669 345,294 492,082 326,657 Total Revenues 31,729,238 36,048,323 36,626,540 34,832,516 39,380,923 Expenditures Current General government 8,743,077 9,230,611 9,652,131 10,904,518 9,731,696 Economic development 1,512,403 1,486,581 1,525,794 1,719,700 1,850,590 Community development 1,154,565 1,750,877 2,137,940 1,632,911 2,821,771 Police 9,689,966 9,692,931 10,069,371 11,169,912 11,714,266 Public Works 4,412,544 4,146,585 4,443,263 4,638,990 2,955,597 Parks and Recreation 3,869,372 3,637,907 4,146,140 4,351,956 7,458,574 Capital Outlay -- -- -- -- 849,620 Debt Service Principal 34,992 37,738 39,111 41,871 44,931 Interest 45,175 42,429 41,056 38,296 36,214 Total Expenditures 29,462,094 30,025,659 32,054,806 34,498,154 37,463,259 Excess (deficiency) of revenues over (under) expenditures 2,267,144 6,022,664 4,571,734 334,362 1,917,664 Other Financing Sources (Uses) Proceeds from sale of capital assets -- -- 88,064 19,606 86,670 Insurance proceeds -- 1,769,836 363,474 525,268 216,874 Transfers out (3,065,785) (2,100,000) (2,245,000) (4,040,000) (3,700,000) Total Other Financing Sources (Uses) (3,065,785) (330,164) (1,793,462) (3,495,126) (3,396,456) Net change in fund balances (798,641) 5,692,500 2,778,272 (3,160,764) (1,478,792) Fund balances, January 1 (1) 8,910,252 8,111,611 13,804,111 16,582,383 13,508,953 Fund balances, December 31 $8,111,611 $13,804,111 $16,582,383 $13,421,619 $12,030,161 (1) During 2020, the City combined activity of the Recreation Center Operating Fund into the General Fund. As a result, beginning fund balance in the General Fund is restated for an increase of $87,334. Source: Derived from the City’s audited financial statements for the years ended December 31, 2016 through 2020. Impact of COVID-19 For calendar and fiscal year 2020, at the onset of the pandemic, the Finance Manager deployed and maintained a revenue and expense forecast model to measure actual to three scenarios presented to Council. The three scenarios were essentially best case, no change and worst case. The model updates were discontinued after December 2020 primarily because the City had actually experienced better-than-expected revenues, especially compared to the scenarios communicated to Council. Because the City’s fiscal budget is prepared a year in advance, the 2021 budget was prepared at the height of the pandemic and accordingly, the 2021 revenue budgets are conservative and the expenditure budgets are relatively flat. However, as noted, 2020 actual revenues were better than expected and 2021 through August is 49 outperforming both 2020 and 2019. The City continues to exercise caution in spending. During the pandemic, the City’s largest retailers had noticeably higher sales tax revenues than in 2019 and paid on time. The trend of paying on time existed before the pandemic and continues into 2021. The City is also experiencing growth in commercial and residential property development and accordingly, use tax and permit fee revenues are favorable compared to prior periods. While the City received Federal CARES Act relief funds, those funds were spent entirely in 2020 on pandemic-response, unrestricted grants to local businesses and public safety personnel. The City has received 50% of a $7,873,280 award from the Federal American Rescue Plan and anticipates the balance later in 2021. Imposition of the Sales and Use Tax Authority for Imposition of Sales and Use Tax. The City’s sales and use tax is imposed pursuant to Section 11.1 of the City Charter and the ordinances enacting the sales and use tax, which have been codified as Chapter 22, Article I of the City Code (collectively, the “City Sales and Use Tax Ordinance”). The total sales and use taxes imposed by the City is 3.5%; any further increases to the sales and use tax are required to be approved by a majority of the registered electors of the City. See “LEGAL MATTERS--Certain Constitutional Limitations.” Revenues resulting from a sales and use tax levied at a rate of 0.5% are pledged to the payment of certain City sales and use tax revenue bonds (the “Pledged 0.5% Sales and Use Tax”) and are not available to replenish the Reserve Fund pursuant to the Replenishment Resolution. The Pledged 0.5% Sales and Use Tax expires December 31, 2028, or when the revenues produced reach $38,500,000, whichever occurs first. An additional 0.5% of the sales and use tax rate is pledged to the sales and use tax bonds, but only if revenues derived from the Pledged 0.5% Sales and Use Tax are not sufficient to pay debt service. All or a portion of the additional 0.5% sales and use tax revenues may not be available to fund amounts pursuant to the Replenishment Resolution in any given year. General Description of Sales and Use Tax in the City. Generally. The imposition, collection and enforcement of the City’s sales and use taxes is governed by the City Sales and Use Tax Ordinance. The City Sales and Use Tax Ordinance provides that all sales, transfers or consumption of tangible personal property within the City shall be subject to the sales and/or use tax imposed therein, unless the same is specifically exempted from taxation as provided therein. The sales tax is generally levied on sales and services, and the use tax is general levies on the use, storage or consumption of tangible personal property. The primary distinction between the sales tax and the use tax is the manner of collection and remittance. Sales tax is collected from the purchaser/consumer by the person engaged in business and then paid to the City. The use tax is levied directly upon the person who purchases the commodities or services and uses the same in the City when City sales tax is not paid at the time of purchase. The City’s use tax is divided into the retail/professional (consumer) use tax, builder use tax and automobile use tax. Transactions, Commodities and Services Subject to Sales and Use Tax. The City Sales and Use Tax Ordinance is comprehensive in defining the categories and types of sales, services, tangible property and transactions that are subject to the sales and use tax. Generally, use taxes are due when sales tax has not been paid on the use, storage or consumption 50 of tangible personal property. The City Sales and Use Tax Ordinance is equally detailed in defining those items and services which are exempt from the sales and use tax. The City Sales and Use Tax Ordinance generally provides that every transaction within the City is presumed to be taxable and that the burden of proving that a person or transaction is exempt is on the person asserting the claim for exemption. Exemptions include, but are not limited to: newspapers; prescription drugs and prosthetic devices; sales to the federal government, the State and its political subdivisions; sales to charitable or religious organizations holding a valid exemption license; sales to purchasers who will resell the items and who present a valid sales and use tax license; and farm items including machinery, parts, livestock, poultry, feed, medicines, fertilizers and seeds. Manner of Collection of Sales and Use Tax. The City collects the sales and use tax, although the County collects the automobile use tax and remits it to the City. The City Treasurer is responsible for the administration of the City Sales and Use Tax Ordinance. The City generally requires that any person who wants to conduct business within the City must obtain a valid sales and use tax license. Under the City Sales and Use Tax Ordinance every retailer, vendor and wholesaler is liable for the collection of the sales and use tax for sales at retail to the user or consumer. Additionally, a City resident or any person doing business within the City who purchases, leases or receives a grant of a license to use tangible personal property for use, storage or consumption within the City from sources outside the City and taxable under the Sales and Use Tax Ordinance, and who has not paid the City sales tax, is required to make an application, file a return, and pay the use tax to the City. The Administrative Services Director reports that in June 2021, there were 4,098 licensed businesses operating within the City. All sales and use tax revenues collected by a vendor are the property of the City. Vendors are responsible for reporting to the City Treasurer and paying the sales tax at the rates specified in the City Sales and Use Tax Ordinance during the reporting period, less any specified vendor’s fee to cover the taxpayer’s cost of collection and reporting. Vendor’s fees, which are 2% of the total sales tax due to the City, up to $100, are disallowed on delinquent reports. The City Sales and Use Tax Ordinance requires monthly filings for vendors that average sales and use tax revenues of over $100/month, quarterly filings for vendors that average $20-$100/month and yearly filings for vendors that average tax less than $20/month. Filings are due on the 20th of the month after the period ends, and timely filing is evidenced by the postmark date. Use tax on automobiles is collected by the County at the time of vehicle registration and remitted to the City monthly. Other use taxes are paid as provided in the City Sales and Use Tax Ordinance. Enforcement and Remedies for Collection of Delinquent Taxes. The City’s Sales Tax Division is responsible for the collection of the sales and consumer use taxes. The Building Division primarily collects the builders’ use tax, although the Sales Tax Division audits selected projects. The Sales Tax Supervisor administers the City’s tax business licensing and marijuana licensing codes to optimize the collection, recording, reporting, and special allocations of City sales taxes. The Sales Tax Supervisor performs all functions required to collect, record, report, audit City sales taxes and allocate amounts owed by the City pursuant to economic development incentive and tax increment financing agreements to which it is a party. Under the auspices of the Treasurer, the Sales Tax Supervisor serves as the ultimate collection agent for City tax and licensing matters by issuing summonses to municipal court and initiating the distraint process 51 when necessary. The Sales Tax Auditor conducts audits for compliance with the City Sales and Use Tax Ordinance. The City Sales and Use Tax Ordinance provides that when the City determines that a taxpayer has failed to pay the correct amount of tax, the City mails a deficiency notice to the taxpayer. The notice is required to contain a notification that the taxpayer has the right to a hearing on the amount of the deficiency. The taxpayer has 30 days to file a written demand for an information hearing and determination of tax liability. Failure to file the demand constitutes an absolute and final waiver of the taxpayer’s right to contest the deficiency with the City Treasurer or pursuant to applicable State laws. If the dispute is not resolved by the informal hearing, the taxpayer has additional avenues of appeal as provided in the City Sales and Use Tax Ordinance. If a delinquency remains outstanding, the City Treasurer estimates the tax due with penalties and interest and serves notice to the taxpayer. Unless the taxpayer files a written demand for administrative hearing and determination of tax liability within 20 days, the taxpayer is deemed to have accepted the estimate as a fair and accurate determination of the tax obligation and waives the right to contest amount in the notice of assessment. Late payments are subject a penalty of $15.00 or 10% of the delinquent tax or deficiency per reporting period, whichever is greater. If any part of delinquent tax or deficiency is due to fraud with the intent to evade the tax, the penalty is 100% of the total amount of the deficiency. Interest is assessed at the rate of 1% per month, calculated for each month from the due date that a deficiency remains unpaid, up to a maximum of 18 months for a maximum total accumulated interest of 18%. The City has a very low delinquency rate, less than 1%. The revenue technician works closely with any delinquencies to ensure the situation is quickly addressed and remedied as timely as possible. If it appears that collection of a delinquency is in danger of risk of loss or non- collection, or otherwise in jeopardy, the City Treasurer may immediately issue demand for payment. Upon issuance of such demand for payment, the delinquency is due and payable, and the City Treasurer may collect by filing of liens upon the property subject to tax, issuance and execution of distraint warrants, or filing of summons and complaint in any competent court, as set forth in the City Sales and Use Tax Ordinance. Generally, assessments, distraints, warrants, notices of lien or writs of collection cannot be made or filed more than three years after the tax was payable. There is no statute of limitations for false or fraudulent returns with an intent to evade the tax or for unlicensed businesses. The sales and use tax is also a first and prior lien on the goods, stock-in-trade and business fixtures of or used by any retailer under lease, title-retaining contract or other contractual arrangement; and the real and tangible and intangible personal property owned or leased by any person. Sales Tax Data History of Sales and Use Tax Collections. The following table sets forth a history of the City’s total sales and use tax collections for the years shown. Prior to 2017, the sales and use tax was imposed at a rate of 3.0%; effective January 1, 2017, those taxes were imposed at a rate of 3.5%. The figures in this table are presented on an accrual basis; revenues are recorded in the period in which the underlying sale occurred rather than in the period in which the moneys were received by the City. 52 History of Total Sales and Use Tax Collections(1 Year Sales Tax Collections(3) Percent Change Use Tax Collections Percent Change Total Sales and Use Tax Collections Percent Change 2017 $22,563,617 -- $6,635,884 -- $29,199,502 -- 2018 22,720,723 0.70% 6,827,561 2.89% 29,548,284 1.19% 2019 24,021,984 5.73 5,923,361 (13.24) 29,945,345 1.34 2020 25,045,729 4.26 5,936,103 .22 30,981,832 3.46 2021(2) 15,514,380 -- 5,538,162 -- 21,052,542 -- (1) Sales tax collections figures include amounts owed by the City pursuant to the various economic development incentive and tax increment financing agreements to which it is a party, as well as amounts collected by the City through its sales tax audit program. Also includes the Pledged 0.5% Sales and Use Tax, which is pledged to the 2017 Bonds and not available to fund any obligations under the Replenishment Resolution. (2) Unaudited collections through August 31, 2021. Source: The City. Monthly Comparisons of Sales Tax Revenues. The following table present comparisons of monthly sales tax collections and use tax collections generated from the City’s August 31, 2020 and 2021. total sales tax (at a rate of 3.5%) for the 12-month periods ended December 31, 2020 and 2021. The figures in these tables are unaudited and are intended to illustrate collection trends only; they are not intended to illustrate amounts that would be available under the Replenishment Resolution. The figures in these tables are presented on an accrual basis; revenues are recorded in the period in which the underlying sale occurred rather than in the period in which the moneys were received by the City. Additionally, the sales tax collection figures in this table are net of amounts owed by the City pursuant to the various economic development incentive and tax increment financing agreements to which it is a party, as well as amounts collected by the City through its sales tax audit program. Accordingly, they differ from figures presented elsewhere in this Official Statement. Comparison of Total Monthly Sales Tax Collections (Unaudited)(1) Twelve-Month Period Ending August 31, 2021 Twelve-Month Period Ending August 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative September $1,973,686 $ 1,973,686 $1,841,595 $ 1,841,595 7.2% 7.2% October 2,415,532 4,389,218 2,189,670 4,031,265 10.3 8.9 November 2,060,243 6,449,461 1,852,988 5,884,253 11.2 9.6 December 1,839,037 8,288,498 1,851,314 7,735,567 (0.7) 7.1 January 3,045,017 11,333,515 3,329,784 11,065,351 (8.6) 2.4 February 1,950,614 13,284,129 1,782,441 12,847,792 9.4 3.4 March 1,848,829 15,132,958 1,711,843 14,559,635 8.0 3.9 April 2,467,720 17,600,678 2,142,258 16,701,893 15.2 5.4 May 2,163,859 19,764,537 1,530,863 18,232,756 41.3 8.4 June 2,168,958 21,933,495 1,946,716 20,179,472 11.4 8.7 July 2,655,198 24,588,693 2,447,764 22,627,236 8.5 8.7 August 2,204,712 26,793,405 2,050,917 24,678,153 7.5 8.6 (1) Includes the Pledged 0.5% Sales Tax, which is not available to fund the Replenishment Resolution. Source: The City. 53 Comparison of Total Monthly Use Tax Collections (Unaudited)(1) Twelve-Month Period Ending August 31, 2021 Twelve-Month Period Ending August 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative September $480,505 $ 480,505 $ 396,273 $ 396,273 21.3% 21.3% October 454,984 935,489 278,068 674,341 63.6 38.7 November 562,182 1,497,671 481,921 1,156,262 16.7 29.5 December 486,688 1,984,359 352,866 1,509,128 37.9 31.5 January 602,484 2,586,843 469,330 1,978,458 28.4 30.8 February 594,813 3,181,656 1,329,635 3,308,093 (55.3) (3.8) March 420,597 3,602,253 375,239 3,683,332 12.1 (2.2) April 660,431 4,262,684 332,859 4,016,191 98.4 6.1 May 1,295,935 5,558,619 258,971 4,275,162 400.4 30.0 June 533,860 6,092,479 348,944 4,624,106 53.0 31.8 July 1,365,211 7,457,690 463,595 5,087,701 194.5 46.6 August 451,200 7,908,890 356,376 5,444,077 26.6 45.3 (1) Includes the Pledged 0.5% Use Tax, which is not available to fund the Replenishment Resolution. Source: The City. Principal Sales and Use Tax Generators. The following table sets forth the top ten Sales and Use Tax generators, identified by type of business, based on remittances for the fiscal year ended December 31, 2020. The City believes that these taxpayers will be substantially similar in 2021. Ten Largest Sales and Use Tax Generators in 2020 Type of Business Sales and Use Tax Collected Percent of Total Collections(1) Grocery $1,825,053 7 % Liquor 1,547,360 6% Grocery 1,439,914 6% Utility 1,260,589 5% Grocery 702,597 3% Wholesale 628,234 3% Grocery 574,105 2% Retail 550,321 2% Telecommunications 412,491 2% Retail 403,362 2% Total $9,344,026 38% (1) Based on total collections of $25,045,729 in 2020. Source: The City. General Retail businesses as an aggregate, including large businesses and smaller local businesses, accounted for 17.8% of sales tax revenue in 2020. Grocery and other Food Stores in the aggregate accounted for 20.6% of sales tax revenue in 2020. No other types of businesses, taken in the aggregate, accounted for more than 10% of sales tax revenues in 2020. 54 City Debt Structure The following is a general discussion of the City’s authority to incur general obligation indebtedness and other financial obligations and the amount of such obligations currently outstanding. Authorization of Debt and Other Obligations. General obligation indebtedness and other obligations of the City may be incurred as provided in the Charter and TABOR. The City Council has the power to contract indebtedness on behalf of the City for any municipal purpose and may issue the following securities to evidence such indebtedness: (a) short-term notes; (b) general obligation bonds; (c) revenue bonds; (d) special or local improvement bonds; and (e) any other legally recognized form of security (including capital lease obligations). TABOR requires the City to hold an election prior to the issuance of most securities, with the exception of short-term notes, refunding securities, enterprise obligations and annually appropriated obligations. See “LEGAL MATTERS—Certain Constitutional Limitations.” Limitation on Indebtedness. Pursuant to the City Charter, the total outstanding general obligation indebtedness of the City may not exceed 3% of the assessed valuation of taxable property within the City as determined by the county assessor for the last preceding assessment. Based on the City’s preliminary certified assessed valuation for 2021 (for collection of taxes in 2022) of $729,223,456 (which is subject to change until December 2021), the City’s debt limitation is $21,876,704. The City Charter specifically excludes from the limitation any indebtedness for the acquisition or extension of a waterworks system, municipal storm sewer or sanitary sewer systems; short-term notes; special or local improvement securities; securities payable from the revenues of an income-producing system, utility, project, or any other capital improvement or from City sales or use taxes; and long-term installment contracts other than real property acquisitions, rentals and leaseholds. The City presently has no general obligation bonds outstanding. Revenue Obligations. The City Council has the power to issue revenue bonds for, generally, any capital improvement purpose payable from the revenues derived from the operation of the project, facility or improvement constructed or installed or from the available proceeds of City sales and use taxes. Special and Local Improvement Obligations. The City currently has no special or local improvement obligations outstanding. Short Term Borrowing. The City may borrow funds which must mature before the close of the fiscal year in which the money is borrowed, in anticipation of the collection of taxes or other revenues. The City currently has no short term obligations outstanding. Contracts and Leases. The City Council has the authority to enter into installment or lease option contracts for the purchase of land, buildings, equipment and other property for governmental or proprietary purposes. The term of any such contract may not extend over a period greater than the estimated useful life of the property or equipment. The City Council may provide for the payment of such obligations at its discretion from any available municipal revenues. The obligation created under such leases or contracts does not constitute an indebtedness of the City. In 2015, the City entered into a lease agreement to purchase solar power capacity in a community solar garden for $800,000. Annual minimum lease payments 55 were $80,167 for 2017 through 2019. Total lease payments of $400,835 are due from 2020 through 2025, and $354,071 from 2026 through 2030. Component Units. The City’s financial statements also reflect the long-term obligations of certain component units of the City, including the Authority, even though the City has no obligation to repay those obligations. In 2014, the Authority approved a loan to help finance the Kipling Ridge Shopping Center Project. The City has no obligation to pay debt service on this loan. Once issued, the Series 2021 Bonds will constitute component unit obligations. 56 ECONOMIC AND DEMOGRAPHIC INFORMATION This portion of the Official Statement contains general information concerning historic economic and demographic conditions in and surrounding the Project Area and the City. It is intended only to provide prospective investors with general information regarding the City’s community. The information was obtained from the sources indicated and is limited to the time periods indicated. The information is historic in nature; it is not possible to predict whether the trends shown will continue in the future. The Authority makes no representation as to the accuracy or completeness of data obtained from parties other than the Authority. Population The following table sets forth a history of the populations of the City, Jefferson County, the Denver-Aurora Core Based Statistical Area (“Denver-Aurora CBSA”) and the State. The Denver-Aurora CBSA is comprised of six metro counties and four bordering counties: Adams, Arapahoe, Broomfield, Clear Creek, Denver, Douglas, Elbert, Gilpin, Jefferson and Park counties. Between 2010 and 2020, Jefferson County’s population increased by 9.0%. The populations of the Denver-Aurora CBSA and the State increased 16.5% and 14.8%, respectively, during the same time period. Population Year City of Wheat Ridge Percent Change Jefferson County Percent Change Denver Aurora CBSA Percent Change Colorado Percent Change 1970 29,795 -- 233,031 -- 1,116,226 -- 2,207,259 -- 1980 30,293 1.7% 371,753 59.5% 1,450,768 30.0% 2,889,735 30.9% 1990 29,419 (2.9) 438,430 17.9 1,650,489 13.8 3,294,394 14.0 2000(1) 32,913 11.9 527,056 20.2 2,196,957 33.1 4,301,261 30.6 2010 30,166 (8.3) 534,543 1.4 2,543,482 15.8 5,029,196 16.9 2020(2) 32,398 7.4 582,910 9.0 2,963,821 16.5 5,773,714 14.8 (1) Population adjusted by the Colorado State Demography Office to reflect the 2001 creation of the City and County of Broomfield. Sources: United States Department of Commerce, Bureau of the Census (1970-2020), and Colorado State Demography Office (2000 figure for the Denver-Aurora CBSA). 57 Income The following table sets forth annual per capita personal income levels for Jefferson County, the Denver-Aurora CBSA, the State and the nation. Per Capita Personal Income Year(1) Jefferson County Denver-Aurora CBSA Colorado United States 2015 $56,959 $56,707 $52,219 $49,003 2016 57,921 56,789 52,431 49,995 2017 60,265 60,812 55,550 52,096 2018 63,319 64,690 58,836 54,581 2019 66,017 67,236 61,159 56,474 2020 n/a n/a 63,522 59,729 (1) Figures for Jefferson County and the Denver-Aurora CBSA updated November 17, 2020. Figures for the State and the nation updated March 24, 2021. All figures are subject to periodic revisions. Source: United States Department of Commerce, Bureau of Economic Analysis. Employment The following table presents information on employment within Jefferson County, the Denver-Aurora CBSA, the State and the United States, for the time period indicated. Labor Force and Percent Unemployed Jefferson County(1) Denver-Aurora CBSA(1) Colorado(1) United States Year Labor Force Percent Unemployed Labor Force Percent Unemployed Labor Force Percent Unemployed Percent Unemployed 2016 315,406 2.8% 1,541,898 3.0% 2,894,157 3.1% 6.2% 2017 322,393 2.4 1,587,413 2.5 2,982,495 2.6 5.3 2018 330,021 2.8 1,634,196 2.9 3,071,396 3.0 4.9 2019 334,092 2.4 1,666,397 2.6 3,126,120 2.7 4.4 2020 333,682 7.1 1,669,888 7.5 3,122,237 7.3 3.9 Month of July 2020 329,512 7.4% 1,651,093 8.0% 3,083,369 7.5% 10.2% 2021 341,365 5.4 1,708,871 6.0 3,190,695 5.9 5.4 (1) Figures for Jefferson County, the Denver-Aurora CBSA and the State are not seasonally adjusted. Sources: State of Colorado, Department of Labor and Employment, Labor Market Information, Labor Force Data and United States Department of Labor, Bureau of Labor Statistics. The following tables set forth the number of individuals employed in selected industries in Jefferson County and the Denver-Aurora CBSA that are covered by unemployment insurance. The largest employment sector in Jefferson County in 2020 was health care and social assistance (comprising approximately 13.1% of the county’s work force), followed, in order, by retail trade, professional and technical services, manufacturing, and accommodation and food services. For the 12-month period ended December 31, 2020, total average 58 employment in the county decreased 4.5% as compared to the same 12-month period ending December 31, 2019, and average weekly wages increased 8.3%. Average Number of Employees Within Selected Industries – Jefferson County Industry 2016 2017 2018 2019 2020 2021(3) Accommodation and Food Services 23,719 24,051 24,527 24,642 19,726 19,155 Administrative and Waste Services 13,282 13,423 14,289 14,673 14,016 13,902 Agriculture, Forestry, Fishing, Hunting 525 491 453 475 558 574 Arts, Entertainment and Recreation 4,521 4,778 4,970 5,270 3,604 3,171 Construction 15,097 15,868 16,547 18,185 18,447 17,231 Educational Services 17,625 17,615 17,824 18,145 17,429 16,541 Finance and Insurance 7,628 7,816 7,665 7,250 7,089 6,944 Government 17,359 17,583 17,578 17,378 17,253 16,884 Health Care and Social Assistance 33,963 30,969 31,356 31,773 30,519 30,613 Information 4,404 4,421 5,037 5,154 4,958 4,365 Management of Companies/Enterprises 2,349 2,465 2,714 2,627 2,603 2,876 Manufacturing 18,739 18,811 19,541 20,098 20,016 19,946 Mining 335 359 407 407 404 354 Non-classifiable 21 n/a(2) 13 23 31 23 Other Services 7,272 7,601 7,437 7,672 6,959 7,146 Professional and Technical Services 21,794 22,255 23,435 24,687 25,082 25,663 Real Estate, Rental and Leasing 3,696 3,633 3,741 3,711 3,597 3,794 Retail Trade 29,399 29,213 29,466 28,898 27,890 28,917 Transportation and Warehousing 3,434 3,603 3,754 3,827 4,003 4,202 Utilities 964 920 954 950 936 938 Wholesale Trade 7,058 7,008 7,165 7,238 7,054 7,171 Total(1) 233,184 232,885 238,873 243,083 232,174 230,410 (1) Figures may not equal totals when added due to the rounding of averages. (2) Figures were not released due to confidentiality. (3) Figures are averaged through the first quarter of 2021. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). The largest employment sector in the Denver-Aurora CBSA in 2020 was health care and social assistance (comprising approximately 12.5% of the metro area’s work force), followed, in order, by professional and technical services, retail trade, accommodation and food services, and educational services. For the 12-month period ended December 31, 2020, total average employment in the Denver-Aurora CBSA decreased 4.9% as compared to the same 12- month period ending December 31, 2019. 59 Average Number of Employees Within Selected Industries – Denver-Aurora CBSA Industry 2016 2017 2018 2019 2020 2021(2) Accommodation and Food Services 137,017 140,312 142,568 144,777 111,871 107,763 Administrative and Waste Services 97,345 98,064 98,902 100,750 91,081 89,154 Agriculture, Forestry, Fishing, Hunting 2,844 3,446 3,616 4,164 4,436 4,686 Arts, Entertainment and Recreation 27,183 29,046 29,975 32,065 22,827 19,988 Construction 89,122 93,612 99,219 102,079 100,672 98,451 Educational Services 105,846 107,433 108,700 111,885 108,109 106,786 Finance and Insurance 75,472 77,384 78,518 78,320 78,237 79,547 Government 71,750 72,552 73,588 74,322 73,823 71,740 Health Care and Social Assistance 175,797 176,398 181,494 185,801 181,129 185,892 Information 47,513 48,004 51,051 51,705 51,884 52,475 Management of Companies/Enterprises 30,096 31,812 33,288 34,308 33,887 34,237 Manufacturing 69,390 69,266 70,004 70,997 69,354 69,539 Mining 9,119 9,201 10,314 10,916 8,883 7,800 Non-classifiable 144 39 98 133 129 164 Other Services 43,934 45,566 46,066 47,263 42,663 43,074 Professional and Technical Services 130,440 134,382 140,168 147,103 149,456 154,123 Real Estate, Rental and Leasing 27,926 28,823 29,819 31,532 30,384 30,855 Retail Trade 138,161 138,396 139,552 138,864 132,282 136,750 Transportation and Warehousing 57,092 60,767 64,451 69,406 72,725 75,445 Utilities 5,769 5,737 5,745 5,887 6,037 6,097 Wholesale Trade 71,162 72,372 73,263 74,394 72,945 72,901 Total(1) 1,415,505 1,444,879 1,482,398 1,518,254 1,444,289 1,449,255 (1) Figures may not equal totals when added due to the rounding of averages. (2) Figures are averaged through the first quarter of 2021. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). Employers The following table sets forth brief descriptions of the major employers in Jefferson County. No independent investigation has been made of the stability or financial condition of these major employers. Therefore, there can be no representation as to whether or not such employers will retain their status as major employers in the area. 60 Major Employers in Jefferson County Name of Employer Product or Service Estimated Number of Employees(1) Lockheed Martin Aerospace and Defense 7,080 Terumo BCT Medical Technology 2,330 Lutheran Medical Center Healthcare 2,300 National Renewable Energy Laboratory Research Laboratory 2,265 Molson Coors Beverage Company Beverages 2,010 Ball Corporation Aerospace Mfg./Bottle Facility 1,830 St. Anthony Hospital Healthcare 1,780 FirstBank Holding Company of Colorado Financial Services 1,750 CoorsTek Ceramic Component Manufacturing 1,300 Angi Homeservices Inc. Home Improvement/Repair 1,130 Encore Electric Inc. Electrical Services 870 (1) Employers may have multiple locations. Numbers reflect employees in Jefferson County only. Source: Jefferson County Economic Development Corporation, 2021 Economic Profile. Current Construction The following table sets forth the number of building permits issued in the City of Wheat Ridge during the time period indicated. History of Building Permits Issued in Unincorporated Jefferson County New Single Family New Multi-Family New Non-Residential(1) Year Permits Value Permits Value Permits Value 2017 22 $6,955,636 0 -- 17 $24,187,218 2018 20 6,850,137 1 $28,600,000 6 $31,271,625 2019 49 12,681,660 0 -- 3 $541,578 2020 147 37,083,034 7 43,825,600 14 $13,766,617 2021(2) 161 $44,201,395 1 39,116,126 13 $60,298,302 (1) Also includes new residential non-housekeeping buildings; e.g. hotels, motels and tourist cabins. (2) Figures are for January 1 through September 30, 2021. Source: The City. Foreclosure Activity The following table sets forth the number of foreclosures filed in Jefferson County during the time period shown. Such information only represents the number of foreclosures filed and does not take into account foreclosures which were filed and subsequently redeemed or withdrawn. 61 History of Foreclosures – Jefferson County Year Number of Foreclosures Filed Percent Change 2016 520 -- 2017 476 (8.5)% 2018 465 (2.3) 2019 446 (4.1) 2020 178 (60.1) 2021(1) 38 -- (1) Figures are for foreclosures filed from January 1 through July 31, 2021. Sources: Colorado Division of Housing (2016 to 2020 figures) and Jefferson County Public Trustee’s Office (2021 figure). 62 TAX MATTERS General Matters. In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Series 2021 Bonds (including any original issue discount properly allocable to the owner of a Series 2021 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described above assume the accuracy of certain representations and compliance by the Authority with covenants designed to satisfy the requirements of the Tax Code that must be met subsequent to the issuance of the Series 2021 Bonds. Failure to comply with such requirements could cause interest on the Series 2021 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2021 Bonds. The Authority has covenanted to comply with such requirements. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2021 Bonds. The accrual or receipt of interest on the Series 2021 Bonds may otherwise affect the federal income tax liability of the owners of the Series 2021 Bonds. The extent of these other tax consequences will depend on such owners’ particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Series 2021 Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Tax Code for coverage under a qualified health plan or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2021 Bonds. Bond Counsel is also of the opinion that, under existing State of Colorado statutes, interest on the Series 2021 Bonds is exempt from Colorado income tax and Colorado alternative minimum taxable income. Bond Counsel has expressed no opinion regarding other tax consequences arising with respect to the Series 2021 Bonds under the laws of the State of Colorado or any other state or jurisdiction. Original Issue Discount. The Series 2021 Bonds that have an original yield above their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Discount Bonds”), are being sold at an original issue discount. The difference between the initial public offering prices of such Discount Bonds and their stated amounts to be paid at maturity constitutes original issue discount treated in the same manner for federal income tax purposes as interest, as described above. The amount of original issue discount that is treated as having accrued with respect to a Discount Bond or is otherwise required to be recognized in gross income is added to the cost basis of the owner of the Series 2021 Bond in determining, for federal income tax purposes, gain or loss upon disposition of such Discount Bond (including its sale, redemption or payment at maturity). Amounts received on disposition of such Discount Bond that are attributable to accrued or otherwise recognized original issue discount will be treated as federally tax-exempt interest, rather than as taxable gain, for federal income tax purposes. 63 Original issue discount is treated as compounding semiannually, at a rate determined by reference to the yield to maturity of each individual Discount Bond, on days that are determined by reference to the maturity date of such Discount Bond. The amount treated as original issue discount on such Discount Bond for a particular semiannual accrual period is equal to (a) the product of (i) the yield to maturity for such Discount Bond (determined by compounding at the close of each accrual period) and (ii) the amount that would have been the tax basis of such Discount Bond at the beginning of the particular accrual period if held by the original purchaser, less (b) the amount of any interest payable for such Discount Bond during the accrual period. The tax basis for purposes of the preceding sentence is determined by adding to the initial public offering price on such Discount Bond the sum of the amounts that have been treated as original issue discount for such purposes during all prior periods. If such Discount Bond is sold between semiannual compounding dates, original issue discount that would have been accrued for that semiannual compounding period for federal income tax purposes is to be apportioned in equal amounts among the days in such compounding period. Owners of Discount Bonds should consult their tax advisors with respect to the determination and treatment of original issue discount accrued as of any date, with respect to when such original issue discount must be recognized as an item of gross income and with respect to the state and local tax consequences of owning a Discount Bond. Subsequent purchasers of Discount Bonds that purchase such Discount Bonds for a price that is higher or lower than the “adjusted issue price” of the Discount Bonds at the time of purchase should consult their tax advisors as to the effect on the accrual of original issue discount. Original Issue Premium. The Series 2021 Bonds that have an original yield below their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Premium Bonds”), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. A purchaser of a Premium Bond must amortize any premium over such Premium Bond’s term using constant yield principles, based on the purchaser’s yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, generally by amortizing the premium to the call date, based on the purchaser’s yield to the call date and giving effect to any call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser’s basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser’s basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisors with respect to the determination and treatment of premium for federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on federally tax-exempt obligations such as the Series 2021 Bonds is subject to information reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be imposed on payments to any owner of the Series 2021 Bonds that fail to provide certain required information including an accurate taxpayer identification number to any person required to collect such information pursuant to Section 6049 of the Tax Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the Series 2021 Bonds from gross income for federal income tax 64 purposes or any other federal tax consequence of purchasing, holding or selling federally tax- exempt obligations. Changes in Federal and State Tax Law. From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading “TAX MATTERS” or adversely affect the market value of the Series 2021 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2021 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2021 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2021 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2021 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. PROSPECTIVE PURCHASERS OF THE SERIES 2021 BONDS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2021 BONDS AS TO THE IMPACT OF THE TAX CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE SERIES 2021 BONDS. LEGAL MATTERS Litigation Counsel to the Authority states that, as of the date hereof, to the best of his or her knowledge, there is no pending or threatened litigation which would restrain or enjoin the issuance of the Series 2021 Bonds, the Improvement Project, the Refunding Project, or the collection of Pledged Revenues; or in any way contesting or affecting the validity of the Series 2021 Bonds or any proceedings of the Authority taken with respect to the issuance or sale thereof, the pledge or application of any moneys or securities provided for the payment of the Series 2021 Bonds, or the corporate existence or the powers of the Authority. It is the opinion of Counsel to the Authority that any pending litigation will not result in final judgments against the Authority which would, individually or in the aggregate, materially adversely affect its respective financial positions or its ability to perform its obligations to the owners of the Series 2021 Bonds. The City Attorney states that, as of the date hereof, to the best of his knowledge, there is no pending or threatened litigation which would restrain or enjoin the City’s adoption of the Replenishment Resolution or its performance thereunder. It is the opinion of the City Attorney that any pending litigation will not result in final judgments against the City which would, individually or in the aggregate, materially adversely affect its respective financial positions or its ability to perform its obligations to the owners of the Series 2021 Bonds. 65 Approval of Certain Legal Proceedings The approving opinion of Butler Snow LLP, as Bond Counsel, will be delivered with the Series 2021 Bonds. A form of the Bond Counsel opinion is attached to this Official Statement as Appendix E. Butler Snow LLP, Denver, Colorado, has also acted as special counsel to the Authority in connection with this Official Statement. Certain legal matters pertaining to the Authority will be passed upon by Hoffmann, Parker, Wilson & Carberry, P.C., Counsel to the Authority. Certain legal matters pertaining to the City will be passed upon by Murray Dahl Beery & Renaud LLP, the City Attorney. Certain legal matters will be passed upon for the Underwriter by Sherman & Howard L.L.C. Police Power The obligations of the Authority are subject to the reasonable exercise in the future by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of America of the powers delegated to it by the Federal Constitution, including bankruptcy. Governmental Immunity The Colorado Governmental Immunity Act, Title 24, Article 10, C.R.S. (the “Immunity Act”), provides that, with certain specified exceptions, sovereign immunity acts as a bar to any action against a public entity, such as the City, for injuries which lie in tort or could lie in tort. The Immunity Act provides that sovereign immunity is waived by a public entity for injuries occurring as a result of certain specified actions or conditions, including: the operation of a non-emergency motor vehicle owned or leased by the public entity; operation and maintenance of any public water, gas, sanitation, electrical, power or swimming facility; a dangerous condition of any public buildings; the operation of any public water facility; and a dangerous condition of a public highway, road or street as provided in the Immunity Act. Immunity is also waived for peace officers who deprive any other person of individual rights under the conditions specified in State law. In such instances, the public entity may be liable for injuries arising from an act or omission of the public entity, or an act or omission of its public employees, which are not willful and wanton, and which occur during the performance of their duties and within the scope of their employment. The City may not be held liable under the Immunity Act either directly or by indemnification for punitive or exemplary damages unless the City voluntarily pays such damages in accordance with State law. For injuries occurring on or after January 1, 2018, the maximum amounts that may be recovered under the Immunity Act, whether from one or more public entities and public employees, are as follows: (a) for any injury to one person in any single occurrence, the sum of $387,000; (b) for an injury to two or more persons in any single occurrence, the sum of $1,093,000; except in such instance, no person may recover in excess of $387,000. The maximum amounts that may be recovered will increase every four years pursuant to a formula based on the Denver-Aurora-Lakewood Consumer Price Index. The City may be subject to civil liability and damages including punitive or exemplary damages and it may not be able to claim sovereign immunity for actions founded upon various federal laws, or other actions filed in federal court. Examples of such civil liability 66 include suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of federal constitutional or statutory rights of an individual. In addition, the City may be enjoined from engaging in anti- competitive practices which violate the antitrust laws. However, the Immunity Act provides that it applies to any State court having jurisdiction over any claim brought pursuant to any federal law, if such action lies in tort or could lie in tort. Certain Constitutional Limitations General. In 1992, the voters of Colorado approved a constitutional amendment which is codified as Article X, Section 20, of the Colorado Constitution (the Taxpayers Bill of Rights or “TABOR”). Pursuant to existing case law, TABOR does not apply to urban renewal authorities, including the Authority. However, TABOR does apply to the City and its application in future years may impact the City’s willingness or ability to comply with the Replenishment Resolution. In general, TABOR restricts the ability of the State and local governments to increase revenues and spending, to impose taxes, and to issue debt and certain other types of obligations without voter approval. TABOR generally applies to the State and all local governments, including the City (“local governments”), but does not apply to “enterprises,” defined as government-owned businesses authorized to issue revenue bonds and receiving under 10% of annual revenue in grants from all state and local governments combined. Because some provisions of TABOR are unclear, litigation seeking judicial interpretation of its provisions has been commenced on numerous occasions since its adoption. Additional litigation may be commenced in the future seeking further interpretation of TABOR. No representation can be made as to the overall impact of TABOR on the future activities of the City, including its ability to generate sufficient revenues for its general operations, to undertake additional programs or to engage in any subsequent financing activities. Voter Approval Requirements and Limitations on Taxes, Spending, Revenues, and Borrowing. TABOR requires voter approval in advance for: (a) any new tax, tax rate increase, mill levy above that for the prior year, valuation for assessment ratio increase, extension of an expiring tax, or a tax policy change causing a net tax revenue gain; (b) any increase in a local government’s spending from one year to the next in excess of the limitations described below; (c) any increase in the real property tax revenues of a local government from one year to the next in excess of the limitations described below; or (d) creation of any multiple- fiscal year direct or indirect debt or other financial obligation whatsoever, subject to certain exceptions such as the refinancing of obligations at a lower interest rate. TABOR limits increases in government spending and property tax revenues to, generally, the rate of inflation and a local growth factor which is based upon, for school districts, the percentage change in enrollment from year to year, and for non-school districts, the actual value of new construction in the local government. Unless voter approval is received as described above, revenues collected in excess of these permitted spending limitations must be rebated. Debt service can be paid without regard to any spending limits, assuming revenues are available to do so. In November 2006, the City’s voters approved the collection and expenditure of all City revenues without regard to the limitations of TABOR for the purposes of police protection, street construction – repair and maintenance, parks and recreation – trails and open 67 space, capital projects and other basic municipal services, without limitation. Notwithstanding that election, no representation can be made, however, as to the overall impact of TABOR on the City’s future operations. Emergency Reserve Funds. TABOR also requires local governments to establish emergency reserve funds. The reserve fund must consist of at least 3% of fiscal year spending. TABOR allows local governments to impose emergency taxes (other than property taxes) if certain conditions are met. Local governments are not allowed to use emergency reserves or taxes to compensate for economic conditions, revenue shortfalls, or local government salary or benefit increases. The City has set aside emergency reserves as required by TABOR. Other Limitations. TABOR also prohibits new or increased real property transfer tax rates and local government income taxes. TABOR allows local governments to enact exemptions and credits to reduce or end business personal property taxes; provided, however, the local governments’ spending is reduced by the amount saved by such action. With the exception of K-12 public education and federal programs, TABOR also allows local governments (subject to certain notice and phase-out requirements) to reduce or end subsidies to any program delegated for administration by the general assembly; provided, however, the local governments’ spending is reduced by the amount saved by such action. RATING S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC business (“S&P”) has assigned its rating to the Series 2021 Bonds as shown on the cover page of this Official Statement. An explanation of the significance of any ratings given by S&P may be obtained from S&P at 55 Water Street, New York, New York 10041. The rating reflects only the views of the rating agency, and there is no assurance that the rating will remain in effect for any given period of time or that the rating will not be lowered or withdrawn entirely if, in the judgment of the rating agency, circumstances so warrant. Other than the City’s responsibilities pursuant to the Disclosure Certificate, neither the City nor the Financial Advisor has undertaken any responsibility either to bring any proposed change in or withdrawal of such rating or to oppose any proposed revision to the attention of the owners of the Series 2021 Bonds. Any change in or withdrawal of any rating could have an adverse effect on the market price of the Series 2021 Bonds. INDEPENDENT AUDITORS The basic financial statements of the City for the fiscal year ended December 31, 2020, included in this Official Statement as Appendix A, have been audited by CliftonLarsonAllen LLP, certified public accountants, Broomfield, Colorado, to the extent and for the period indicated in their report thereon. 68 The City has not requested and will not obtain a consent letter from its auditor for the inclusion of the audit report in this Official Statement. CliftonLarsonAllen LLP, the City’s independent auditor, has not been engaged to perform, and has not performed, since the date of its report included herein, any procedures on the financial statements addressed in that report. CliftonLarsonAllen LLP, also has not performed any procedures relating to this Official Statement. UNDERWRITING Piper Sandler & Co., Denver, Colorado, has agreed to purchase the Series 2021 Bonds from the Authority pursuant to a Bond Purchase Agreement at a purchase price equal to $___________ (which is equal to the par amount of the Series 2021 Bonds, plus net reoffering premium of $____________, and less Underwriter’s discount of $________). The Underwriter is committed to take and pay for all of the Series 2021 Bonds if any are taken. The Underwriter intends to offer the Series 2021 Bonds to the public at the offering prices set forth on the inside cover page of this Official Statement. The Underwriter may allow concessions from the public offering price to certain dealers who may reallow concessions to other dealers. After the initial public offering price, prices may be varied from time to time by the Underwriter, and the Series 2021 Bonds may be offered and sold at prices other than the initial offering prices, including sales to dealers who may sell such Series 2021 Bonds into investment accounts. The Underwriter has entered into a distribution agreement (the “Distribution Agreement”) with Charles Schwab & Co., Inc. (“CS&Co”) for the retail distribution of certain securities offerings at the original issue prices. Pursuant to the Distribution Agreement, CS&Co. will purchase Certificates from the Underwriter at the original issue price less a negotiated portion of the selling concession applicable to any Certificates that CS&Co sells. OFFICIAL STATEMENT CERTIFICATION The preparation of this Official Statement and its distribution has been authorized by the Board. The Official Statement is hereby duly approved by the Board as of the date on the cover page hereof. WHEAT RIDGE URBAN RENEWAL AUTHORITY By: Chairperson A-1 APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS FOR THE CITY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 (INCLUDING AUDITED INFORMATION FOR THE AUTHORITY, WHICH IS A COMPONENT UNIT OF THE CITY) NOTE: The audited basic financial statements of the City for the year ended December 31, 2020, attached hereto have been excerpted from the City’s annual audited financial statements for that year. The component unit statements for the Authority have also been excerpted from the City’s audited financial statements and included in this Appendix A. The Table of Contents, the Introductory Section, the Supplementary Information (other than the Authority financial statements), the State Compliance section and the Federal Compliance - Single Audit sections for the year ended December 31, 2020, were purposely excluded from this Appendix A. Such statements provide supporting details and are not necessary for a fair presentation of the audited basic financial statement of the City. The Series 2021 Bonds are payable only from the Trust Estate. The Authority is a component unit of the City for accounting purposes. Inclusion of the City’s financial statements does not indicate that the Series 2021 Bonds are payable from any revenues shown therein, other than the Pledged Revenues. (THIS PAGE INTENTIONALLY LEFT BLANK) CITY OF WHEAT RIDGE FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2020 FINANCIAL SECTION CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member‐firm‐disclaimer for details. (1) CliftonLarsonAllen LLP CLAconnect.com INDEPENDENT AUDITORS’ REPORT Honorable Mayor and Members of City Council City of Wheat Ridge, Colorado Wheat Ridge, Colorado Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Wheat Ridge, Colorado, as of and for the year ended December 31, 2020, and the related notes to the financial statements, which collectively comprise the entity’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Honorable Mayor and Members of City Council City of Wheat Ridge, Colorado (2) Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Wheat Ridge, Colorado as of December 31, 2020, and the respective changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis and the budgetary comparison schedules on pages 4-13 and 38-41 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Wheat Ridge, Colorado’s basic financial statements. The combining and individual fund statements and schedules and the local highway finance report are presented for purposes of additional analysis and are not a required part of the basic financial statements. The schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is also presented for purposes of additional analysis and is not a required part of the basic financial statements. The combining and individual fund statements and schedules, the local highway finance report, and the schedule of expenditures of federal awards are the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory section has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Honorable Mayor and Members of City Council City of Wheat Ridge, Colorado (3) Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated July 2, 2021, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the City’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. a CliftonLarsonAllen LLP Broomfield, Colorado July 2, 2021 CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (4) As management of the City of Wheat Ridge, we offer this narrative overview and analysis of the financial activities of the City of Wheat Ridge for the fiscal year ended December 31, 2020. Please read it in conjunction with the City’s financial statements, which follow this section. Financial Highlights The assets of the City of Wheat Ridge exceeded its liabilities and deferred inflows of resources at the close of fiscal year 2020 by $97.7 million (net position). Of this amount, $13.7 million (unrestricted net position) may be used to meet the City’s ongoing obligations to citizens and creditors. At the close of fiscal year 2020, the City of Wheat Ridge’s governmental funds reported combined ending fund balances of $29.8 million, a decrease of approximately $8.2 million compared to the prior year. Approximately $7.9 million (27%), is available for spending at the City’s discretion (unassigned fund balance). At the end of the fiscal year 2020, unassigned fund balance for the General Fund was $7.9 million, or 21% of total General Fund expenditures. General Fund actual revenues were $2.6 million less than final budgeted revenue for the fiscal year 2020 and actual expenditures were $3.9 million less than final budgeted expenditures. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the City of Wheat Ridge’s basic financial statements. The basic financial statements comprise three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide financial statements. The government-wide financial statements report information on all activities of the City and its component unit (Wheat Ridge Urban Renewal Authority). The statement of net position includes all of the City’s assets and liabilities. All of the current year’s revenues and expenses are accounted for in the statement of activities regardless of when cash is received or paid. The statement of net position presents information on all of the City of Wheat Ridge’s assets, liabilities, and deferred inflows of resources, with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City of Wheat Ridge is improving or deteriorating. The statement of activities presents information showing how the City of Wheat Ridge’s net position changed during fiscal year 2020. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses reported in this statement for some items will result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (5) The government-wide financial statements include not only the City itself, but also the legally separate Wheat Ridge Urban Renewal Authority for which the City is financially accountable. The governmental activities of the City include general government, economic development, community development, police, public works, and parks and recreation. Fund financial statements. The fund financial statements provide more detailed information about the City’s most significant funds – not the City as a whole. Funds are accounting devices that the City uses to keep track of specific sources of funding and spending for particular purposes. Some funds are required by State law (like the Police Investigation Fund). The City Council establishes other funds to control and manage money for particular purposes (like the Public Art Fund) or to show that it is properly using certain taxes and grants (like the Conservation Trust Fund). The City has one type of fund: Governmental funds – All of the City’s basic services are included in governmental funds, which focus on (1) how cash and other financial assets can readily be converted to cash flow in and out and (2) the balances left at year-end that are available for spending. Consequently, the governmental funds statements provide a detailed short-term view that helps determine whether or not there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. Because this information does not encompass the additional long-term focus of the government-wide statements, additional information on the subsequent pages is provided to explain the relationship (or differences) between them. Financial Analysis of the City as a Whole Net position. As noted earlier, net position may serve over time as a useful indicator of a government’s financial position. In the case of the City of Wheat Ridge, assets exceeded liabilities and deferred inflows of resources by $97.7 million at the close of the 2020 fiscal year. By far the largest portion of the City of Wheat Ridge’s net position (77%) reflects its investment in capital assets (e.g., land, buildings, machinery, and equipment). The City of Wheat Ridge uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. An additional portion of the City of Wheat Ridge’s net position (9.3%) represents resources that are subject to external restrictions on how they may be used (capital projects, open space and parks, police investigations, crime prevention activities, government access channel and emergency reserves). The remaining balance of unrestricted net position ($13.7 million) may be used to meet the City’s obligations to citizens and creditors. At the end of the current fiscal year, the City of Wheat Ridge is able to report positive balances in net position for the City as a whole. The same situation held true for the prior fiscal year. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (6) City of Wheat Ridge Net Position 2020 2019 Current and Other Assets 33,911,277$ 45,140,320$ Capital Assets 91,582,207 77,762,531 Total Assets 125,493,484 122,902,851 Other Liabilities 2,824,116 4,994,807 Long-Term Liabilities 23,836,303 26,445,026 Total Liabilities 26,660,419 31,439,833 Deferred Inflows of Resources 1,147,329 1,139,393 Net Position Net Investment in Capital Assets 74,896,281 63,074,600 Restricted 9,100,455 14,938,563 Unrestricted 13,689,000 12,310,462 Total Net Position 97,685,736$ 90,323,625$ Governmental Activities Changes in Net Position Governmental activities. Current and other assets decreased 25% primarily due to a decrease in cash and investments relating primarily to additional capital outlays and expenditures as part of the Investing 4 the Future Fund. Capital assets increased by 18% due to construction in process primarily due to the public infrastructure completed for the Clear Creek Crossing and the Wheat Ridge Ward Station developments. Long-term liabilities decreased mostly due to payments of principal and interest on Sales and Use Tax Revenue Bonds Series 2017A. Other Liabilities decreased relating to a significant overpayment of use tax in 2019 which was outstanding as of the end of 2019 and refunded during 2020. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (7) City of Wheat Ridge Changes in Net Position 2020 2019 REVENUES Program Revenues Charges for Services 4,774,318$ 6,541,212$ Operating Grants and Contributions 4,139,682 2,329,594 Capital Grants and Contributions 6,207,250 5,321,376 General Revenues Property Taxes 1,117,830 1,005,826 Sales Taxes 25,045,729 24,021,983 Use Taxes 5,936,103 4,751,330 Franchise Taxes 1,549,347 1,570,323 Lodgers Taxes 850,196 1,512,718 Other Taxes 741,664 691,927 Investment Income 410,583 938,408 Miscellaneous 710,835 637,917 Total Revenues 51,483,537 49,322,614 EXPENSES General Government 11,720,416 12,980,705 Economic Development 1,854,486 1,721,000 Community Development 2,875,501 1,645,242 Police 12,533,220 11,908,913 Public Works 5,100,882 8,867,412 Parks and Recreation 9,423,226 10,140,461 Interest on Long-Term Debt 613,695 678,599 Total Expenses 44,121,426 47,942,332 CHANGE IN NET POSITION 7,362,111 1,380,282 Net Position - Beginning of Year 90,323,625 88,943,343 NET POSITION - END OF YEAR 97,685,736$ 90,323,625$ General Government expenses include budgets for the City Treasurer, Legislative Services, Financial Services, City Manager, City Attorney, City Clerk’s Office, Municipal Court, Administrative Services, Human Resources, Purchasing and Contracting, Information Technology and Central Charges. Although the City experienced a significant decrease in revenues associated with Charges for Services, Lodgers Taxes and Investment Income due to the COVID-19 pandemic, total revenue growth compared to 2019 is 4.4% higher. This increase is mostly attributable to an increase in Sales and Use Tax and Operating and Capital Grants and Contributions. Despite the COVID-19 pandemic on-going during most of 2020, Sales Tax, Use Tax, and Property Tax revenue increased 7.8% in total compared to 2019 which is considered to be attributable to strong economic conditions in Wheat Ridge underlying the pandemic. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (8) Charges for Services decreased 27% and Lodgers Taxes decreased 43.8% compared to 2019. Both of these decreases are a result of parks and recreation facility closures and quarantine and travel restrictions due to COVID-19. Operating Grants and Contributions increased 77.7% primarily relating to the Coronavirus Relief Fund amount passed-through to the City from Jefferson County which was used in responding to the public health crisis and financial impact to the community from COVID-19. Capital Grants and Contributions increased 16.6% relating to grant revenue for the Wadsworth improvement project. Expenses in general are 8.0% lower than 2019 due to an enterprise-wide reduction in spending in response to uncertainties surrounding COVID-19. - 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 General Government Economic Development Community Development Police Public Works Parks and Recreation Expenses and Program Revenues - Governmental Activities Expenses Program Revenues Financial Analysis of the City’s Funds The focus of the City of Wheat Ridge’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City of Wheat Ridge’s financing requirements. In particular, unrestricted fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. As of the end of fiscal year 2020, the City of Wheat Ridge’s governmental funds reported combined ending fund balances of $29.8 million, a decrease of $8.2 million in comparison with the prior year. Approximately 27% of this total amount ($7.9 million) constitutes unassigned fund balance, which is available for spending at the City’s discretion. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (9) The remainder of fund balance is restricted to indicate that it is not available for new spending because it has already been restricted or shown as nonspendable for: Developer Loan Receivable $1,085,000 Prepaid Items $226,431 Capital Projects – Investing 4 the Future $8,553,991 Open space and parks $4,427,363 Police Investigations Fund $37,016 Crime Prevention Activities Fund $292,218 Government Access Channel $225,072 TABOR-mandated emergency reserves $1,330,000 or committed to: Municipal Court Fund $94,335 Public Art Fund $274,164 or assigned to: General Fund subsequent year’s budget $1,274,671 Capital Projects Fund $3,961,205 Capital Equipment Replacement Fund $87,206 The General Fund is the chief operating fund of the City of Wheat Ridge. At the end of fiscal year 2020, unassigned fund balance of the General Fund was $7.9 million, while total General Fund balance decreased to approximately $12 million. As a measure of the General Fund’s liquidity, it may be useful to compare both unassigned fund balance and total fund balance to total fund expenditures. Unassigned fund balance represents 21% of total General Fund expenditures, while total fund balance represents 32% of that same amount. The Open Space Fund was created in 1972 for the purpose of acquiring, developing and maintaining open space and park properties within the City of Wheat Ridge. Major projects in 2020 and 2019 include Prospect Park Phases I, park playground renovations, and Anderson Park renovations. At the end of 2020, the Open Space Fund balance was nearly $1.2 million higher than the prior year due to the timing of project expenditures, with fewer project expenditures incurred in 2020 compared to 2019. The Capital Projects Fund uses assigned funds to upgrade, maintain and expand the City of Wheat Ridge facilities, buildings, grounds, streets, parks and roads. Compared to 2019, capital outlays were $3.5 million higher in 2020 primarily due to the City’s share of the Wadsworth improvement project. While the City continues to receive revenues from the ½ of 1% sales and use tax rate increase in 2017, expenditures in the Investing 4 the Future fund have increased significantly due to continued project spending on Clear Creek Crossing and the Wadsworth improvement project. The City of Wheat Ridge has seven non-major funds that are restricted for, committed to, and assigned to a variety of purposes. The combined fund balance is $1.6 million, which is comparable to 2019. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (10) General Fund Budgetary Highlights The original budget was amended by City Council for a total of $1,901,148 in supplemental budget appropriations throughout the 2020 fiscal year. These amendments can be briefly summarized as follows: Supplemental Budget Appropriations: Organized from largest to smallest expenditure $1,314,880 allocated for re-encumbrance of 2019 encumbered funds $250,000 allocated for Phase 1 of the Business Recovery Program $250,000 allocated for Phase 2 of the Business Stabilization Program $36,268 allocated for the replacement of a police vehicle $35,000 allocated for City Attorney Fees $15,000 allocated for funding the historic structure assessment grant During the 2020 fiscal year, unassigned fund balance in the General Fund decreased to $7.9 million, a decrease of $2.7 million from the previous year. Part of the decrease relates to $1.3 million presented as assigned fund balance in 2020 relating to the 2021 budget adopted with an anticipated use of fund balance to balance the budget. The remaining decrease is due to a combination of increased expenditures relating to COVID relief and other additional expenditures in 2020 compared to 2019. The 2020 General Fund budget was adopted without using any of the fund balance to balance the budget. However, the final budget allocated $3,600,000 of the fund balance to the Capital Projects Fund for capital improvements and $100,000 to the Equipment Replacement fund. Capital Asset and Debt Administration Capital assets. The City of Wheat Ridge’s investment in capital assets for its governmental activities as of December 31, 2020 amounts to $91.6 million (net of accumulated depreciation). This investment in capital assets includes land, artwork, construction in progress, land improvements, buildings, vehicles, machinery and equipment, infrastructure, software and solar power capacity. Additional information on capital assets is provided in Note 4 of the financial statements. Major capital asset events during the 2020 fiscal year totaled $18.0 million and included the following: Land in the amount of $128,227 million o Contributed land relating to right of way Construction in Progress in the amount of $17.0 million o Clear Creek Crossing o Wadsworth widening project o City Hall project o Bonnie’s Park project o Public improvement projects Buildings and Structures in the amount of $244,613 o Upgrades to the Public Works Engineering building o Replacement of the HVAC system to the Recreation Center o Upgrades to audio-visual equipment in City conference rooms CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (11) Vehicles in the amount of $477,382 o One Public Works backhoe o Three Parks and Recreation Maintenance trucks o Two Parks and Recreation Forestry trucks o Three Police Patrol utility vehicles o Two Police Traffic Enforcement trucks Machinery and Equipment in the amount of $149,822 o One wide-format printer o Traffic signal upgrade o One John Deere mower o School playground equipment Software in the amount of $6,229 o Parks and Recreation Setpoint InteliWEB and InteliVIZ software upgrade City of Wheat Ridge’s Capital Assets (Net of Depreciation) 2020 2019 Land 16,259,787$ 16,131,560$ Artwork 196,795 196,795 Construction in Progress 31,556,759 14,716,237 Land Improvements 17,424,154 18,184,356 Buildings 9,612,976 9,982,732 Vehicles 2,660,146 2,607,715 Machinery and Equipment 2,153,783 2,516,872 Infrastructure 11,094,906 12,737,204 Software 69,552 96,880 Solar Power Capacity 553,349 592,180 Total Capital Assets 91,582,207$ 77,762,531$ Long-term debt. At the end of the 2020 fiscal year, the City of Wheat Ridge had total long-term debt outstanding of $23.8 million. Of this amount, $3.3 million is due within one year. This total debt represents future bond principal payable from the Investing 4 the Future Fund sales and use tax, and compensated absences, claims payable, and lease payments for solar panels, which are expected to be liquidated primarily with revenues of the General Fund. Additional information for long-term debt is provided in Note 5 to the financial statements. Economic Factors and Next Year’s Budgets and Rates The City’s sales and use tax rate until December 31, 2016 was 3%. The rate then increased by .5% to 3.5% by authority of the November 2016 ballot measure. The mill levy was 1.830 mills. Both rates are among the lowest in the Denver metro area. Pursuant to the November 2016 ballot measure, the City issued $30,595,000 in bonds on May 2, 2017. These funds are managed in restricted revenue Fund 31, Investing 4 the Future. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (12) The impact of the COVID-19 global pandemic was not as severe on the City’s revenues as originally predicted. The Wheat Ridge local economy performed well, resulting in continued growth in sales tax and development related revenues. Some areas of the City’s revenues, however, were severely impacted in 2020 and are anticipated to experience slower recoveries in 2021 and beyond. These revenues include lodgers’ taxes, a funding source for the General, Crime Prevention and Capital Improvement Program funds; recreation related charges for services; and interest. The City will receive approximately $7.9 million in 2021 and 2022 from the American Rescue Plan Act to assist in the recovery of the pandemic and respond to the negative economic impacts of COVID-19. Economic development at the Appleridge Shopping Center has resulted in the backfilling of the former Walmart location which closed in 2017. While the four retail tenants that took over the space in the fourth quarter of 2019 experienced a slow start due to the pandemic, recent activity shows strength in sales as the community emerges from the pandemic. This same shopping center has benefited from the arrival of Uncle Julio’s Hacienda Colorado, and a large Starbucks location. Applejack Wine and Spirits is undergoing a renovation which is expected to result in incremental sales tax revenues. The Corners at Wheat Ridge is nearing completion with the addition of multifamily housing and the addition of Raising Cane’s quick serve restaurant. Unfortunately, in 2020, its major tenant, Lucky’s Market closed due to corporate financing and work is in progress to backfill the space. When the project is fully built out, an additional 75,000 sq. ft. of commercial retail space will be added to the City. The project is projected to generate approximately $650,000 in sales tax revenue annually, although backfilling the grocery store loss is challenging in the economic climate caused by the pandemic. The Clear Creek Crossing project entitlements and public finance agreement were approved in 2018 and infrastructure construction, including new access ramps, is nearing completion. The first business on the new development, a Kum and Go gas station, opened in 2021 along with a multifamily housing development. A credit union is currently under construction and a hotel and fitness facility are under review with the City. The developer is finalizing the leasing plan for potential tenants to include retail, hospitality and entertainment but negotiations have slowed due to the pandemic. SCL Health broke ground in June 2021 on a multi-year construction project of a medical campus which will result in significant development-related revenues for the City. As the timing of the retail portion of the development is uncertain, no new sales tax revenues have been budgeted in 2021. The Longs Peak Metropolitan District (LPMD) will reimburse the City $507,038 for the environmental assessment expense and approximately $10 million for the access ramp construction. The reimbursement will likely occur in 2022 when the LPMD issues bonds for the Clear Creek Crossing project. This reimbursement revenue has not been factored into the 2021 budget. Once the project is fully built out, sales tax, lodging, admissions and use tax revenue is projected to total $1.8 million annually. Renewal Wheat Ridge (RWR), the City’s Urban Renewal Authority, will issue tax-exempt bonds in September 2021 to fund various capital projects within the I-70/Kipling Corridors Urban Renewal Plan Area. The total bond issuance will provide approximately $40 million in project funds to be used by RWR and the City to construct public improvements in the Plan Area. Projects funded through this program target the Area’s transportation corridors and include the completion of the street, right-of-way, trail and pedestrian bridge infrastructure at the Wheat Ridge Ward commuter rail station; improvements to major intersections; development assistance for public improvements of commercial developments; and drainage improvements. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (13) While the pandemic slowed other commercial redevelopment projects across the City, projects are now back on track and are projected to increase sales tax revenue starting in 2021. The redeveloped Gold’s Marketplace site at 26th and Kipling has attracted Esters Neighborhood Pub and Queen City Coffee and the improvements are expected to attract additional tenants and allow existing tenants to expand their operations. Due to the pandemic, and in line with communities across the country, local small businesses are currently struggling to attract and retain hourly workers, in some cases slowing the opening of new businesses. The adopted 2021 fiscal year budget is $59.5 million. It includes a $37.6 million operating budget, a $3.5 million Investing 4 the Future capital projects budget, a $13.9 million CIP budget and $4.5 million for special revenue budgets. Requests for Information This financial report is designed to provide a general overview of the City of Wheat Ridge’s finances for those with an interest in the City’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to: Administrative Services Director City of Wheat Ridge 7500 W. 29th Avenue Wheat Ridge, Colorado 80033 (14) BASIC FINANCIAL STATEMENTS CITY OF WHEAT RIDGE STATEMENT OF NET POSITION DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (15) Primary Government Component Unit Governmental Urban Renewal Activities Authority ASSETS Cash and Investments 16,472,143$ 2,154,500$ Restricted Cash and Investments 8,513,550 946,116 Accounts Receivable 3,590,445 185,249 Property Taxes Receivable 1,147,329 1,850,373 Intergovernmental Receivables 2,876,379 - Loans Receivable 1,085,000 - Prepaid Items 226,431 - Property Held for Resale - 330,299 Capital Assets, Not Being Depreciated 48,013,341 4,999,880 Capital Assets, Net of Depreciation 43,568,866 - Total Assets 125,493,484 10,466,417 LIABILITIES AND DEFERRED INFLOWS OF RESOURCES AND NET POSITION Liabilities Accounts Payable 1,723,613 718,470 Accrued Liabilities 738,889 - Retainage Payable 23,070 - Refundable Deposits 214,346 - Unearned Revenues 51,985 - Accrued Interest Payable 72,213 84,832 Noncurrent Liabilities Due Within One Year 3,336,340 330,000 Due in More than One Year 20,499,963 7,562,084 Total Liabilities 26,660,419 8,695,386 Deferred Inflows of Resources Property Taxes 1,147,329 1,850,373 Total Deferred Inflows 1,147,329 1,850,373 Net Position Net Investment in Capital Assets 74,896,281 - Restricted for: Capital Projects 2,788,786 - Open Space and Parks 4,427,363 - Police Investigations 37,016 - Crime Prevention Activities 292,218 - Government Access Channel 225,072 - Emergencies 1,330,000 - Unrestricted 13,689,000 (79,342) Total Net Position 97,685,736$ (79,342)$ CITY OF WHEAT RIDGE STATEMENT OF ACTIVITIES YEAR ENDED DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (16) Primary Component Operating Capital Government Unit Charges for Grants and Grants and Governmental Urban Renewal Functions/Programs Expenses Services Contributions Contributions Activities Authority Primary Government Governmental Activities General Government 11,720,416$ 507,643$ 2,539,166$ 224,374$ (8,449,233)$ -$ Economic Development 1,854,486 - - - (1,854,486) - Community Development 2,875,501 2,055,059 - - (820,442) - Police 12,533,220 432,308 139,923 - (11,960,989) - Public Works 5,100,882 370,482 1,460,593 4,540,728 1,270,921 - Parks and Recreation 9,423,226 1,408,826 - 1,442,148 (6,572,252) - Interest on Long-term debt 613,695 - - - (613,695) - Total Primary Government 44,121,426$ 4,774,318$ 4,139,682$ 6,207,250$ (29,000,176) - Component Unit Urban Renewal Authority 2,676,905$ -$ 300,000$ -$ (2,376,905) General Revenues Property Taxes 1,117,830 1,171,292 Sales Taxes 25,045,729 870,716 Use Taxes 5,936,103 - Franchise Taxes 1,549,347 - Lodgers Taxes 850,196 - Other Taxes 741,664 - Investment Income 410,583 10,950 Miscellaneous 710,835 - Total General Revenues 36,362,287 2,052,958 Change in Net Position 7,362,111 (323,947) Net Position - Beginning of Year 90,323,625 244,605 Net Position - End of Year 97,685,736$ (79,342)$ Net (Expense) Revenue and Change in Net Position CITY OF WHEAT RIDGE BALANCE SHEET – GOVERNMENTAL FUNDS DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (17) Other Open Capital Investing 4 Governmental General Space Projects the Future Funds Totals ASSETS Cash and Investments 9,021,329$ 3,389,770$ 2,480,670$ -$ 1,580,374$ 16,472,143$ Restricted Cash and Investments - - - 8,513,550 - 8,513,550 Accounts Receivable 3,105,643 - 9,515 461,021 14,266 3,590,445 Property Taxes Receivable 1,147,329 - - - - 1,147,329 Intergovernmental Receivables 388,089 262,338 2,186,123 39,829 - 2,876,379 Loans Receivable 1,085,000 - - - - 1,085,000 Prepaid Items 226,431 - - - - 226,431 Total Assets 14,973,821$ 3,652,108$ 4,676,308$ 9,014,400$ 1,594,640$ 33,911,277$ LIABILITIES Accounts Payable 817,354$ 190$ 437,647$ 460,409$ 8,013$ 1,723,613$ Accrued Liabilities 712,646 12,810 - - 13,433 738,889 Retainage Payable - - 23,070 - - 23,070 Refundable Deposits 214,346 - - - - 214,346 Unearned Revenues 51,985 - - - - 51,985 Total Liabilities 1,796,331 13,000 460,717 460,409 21,446 2,751,903 DEFERRED INFLOWS OF RESOURCES Property Taxes 1,147,329 - - - - 1,147,329 Grants - - 254,406 - - 254,406 Total Deferred Inflows 1,147,329 - 254,406 - - 1,401,735 FUND BALANCES Nonspendable Loans Receivable 1,085,000 - - - - 1,085,000 Prepaid Items 226,431 - - - - 226,431 Restricted For: Capital Projects - - - 8,553,991 - 8,553,991 Open Space and Parks - 3,639,108 - - 788,255 4,427,363 Police Investigations - - - - 37,016 37,016 Crime Prevention Activities - - - - 292,218 292,218 Government Access Channel 225,072 - - - - 225,072 Emergencies 1,330,000 - - - - 1,330,000 Committed to: Municipal Court - - - - 94,335 94,335 Public Art - - - - 274,164 274,164 Assigned to: Subsequent Year's Budget 1,274,671 - - - - 1,274,671 Capital Projects - - 3,961,185 - - 3,961,185 Equipment Replacement - - - - 87,206 87,206 Unassigned 7,888,987 - - - - 7,888,987 Total Fund Balances 12,030,161 3,639,108 3,961,185 8,553,991 1,573,194 29,757,639 Total Liabilities, Deferred Inflows of Resources and Fund Balances 14,973,821$ 3,652,108$ 4,676,308$ 9,014,400$ 1,594,640$ 33,911,277$ CITY OF WHEAT RIDGE RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (18) Amounts Reported for Governmental Activities in the Statement of Net Position are Different Because: Total Fund Balances of Governmental Funds 29,757,639$ Capital assets used in governmental activities are not current financial resources, and therefore, are not reported in governmental funds. 91,582,207 Because the focus of governmental funds is on short-term financing, some assets will not be available to pay for current-period expenditures. Those assets (for example, receivables) are offset by deferred inflows of resources in the governmental funds and thus are not included in fund balance. Intergovernmental Revenues 254,406 Long-term liabilities and related items are not due and payable in the current year, and therefore are not reported in governmental funds. Bonds Payable (20,365,000) Bond Premium (1,285,201) Capital Lease Payable (579,873) Accrued Compensated Absences (1,462,804) Claims Payable (143,425) Accrued Interest Payable (72,213) Total Net Position of Governmental Activities 97,685,736$ CITY OF WHEAT RIDGE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS YEAR ENDED DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (19) Other Open Capital Investing 4 Governmental General Space Projects the Future Funds Totals REVENUES Taxes 30,368,986$ -$ 169,561$ 4,423,892$ 278,430$ 35,240,869$ Licenses and Permits 1,799,811 - - - - 1,799,811 Intergovernmental 4,147,182 1,442,148 4,955,543 - 323,951 10,868,824 Charges for Services 2,321,022 349,621 23,414 - 10,351 2,704,408 Fines and Forfeitures 252,161 - - - 17,938 270,099 Investment Income 165,104 5,837 8,375 223,899 7,368 410,583 Miscellaneous 326,657 10,000 - 287,208 300 624,165 Total Revenues 39,380,923 1,807,606 5,156,893 4,934,999 638,338 51,918,759 EXPENDITURES Current General Government 9,731,696 - - 1,085,172 6,927 10,823,795 Economic Development 1,850,590 - - - - 1,850,590 Community Development 2,821,771 - - - - 2,821,771 Police 11,714,266 - - - 466,180 12,180,446 Public Works 2,955,597 - 168 - - 2,955,765 Parks and Recreation 7,458,574 519,590 - - - 7,978,164 Capital Outlay 849,620 12,002 4,849,017 12,206,847 321,809 18,239,295 Debt Service Principal 44,931 - - 2,565,000 - 2,609,931 Interest 36,214 - - 934,700 - 970,914 Total Expenditures 37,463,259 531,592 4,849,185 16,791,719 794,916 60,430,671 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 1,917,664 1,276,014 307,708 (11,856,720) (156,578) (8,511,912) OTHER FINANCING SOURCES (USES) Proceeds from Sale of Capital Assets 86,670 - - - - 86,670 Insurance Proceeds 216,874 - - - - 216,874 Transfers In - 3,600,000 - 100,000 3,700,000 Transfers Out (3,700,000) - - - - (3,700,000) Total Financing Sources (Uses) (3,396,456) - 3,600,000 - 100,000 303,544 NET CHANGE IN FUND BALANCES (1,478,792) 1,276,014 3,907,708 (11,856,720) (56,578) (8,208,368) Fund Balances - Beginning of Year, as Restated 13,508,953 2,363,094 53,477 20,410,711 1,629,772 37,966,007 FUND BALANCES - END OF YEAR 12,030,161$ 3,639,108$ 3,961,185$ 8,553,991$ 1,573,194$ 29,757,639$ CITY OF WHEAT RIDGE RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (20) Amounts Reported for Governmental Activities in the Statement of Activities are Different Because: Net Change in Fund Balances of Governmental Funds (8,208,368)$ Capital outlays to purchase or construct capital assets are reported in governmental funds as expenditures. However, for governmental activities those costs are capitalized in the statement of net position and are allocated over the estimated useful lives as annual depreciation expense in the statement of activities. Capital Outlays 17,718,568 Depreciation Expense (4,027,119) Contributed Assets 128,227 Some revenues reported in the statement of activities are not available as current financial resources and, therefore, are not reported as revenues in governmental funds. Negative amounts indicate a decrease in accruals between fiscal years. Examples are revenues from grant reimbursements. Intergovernmental Revenue (866,993) Repayment of debt principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position and does not affect the statement of activities. Bond Payments 2,565,000 Capital Lease Payments 44,931 Some expenses reported in the statement of activities do not require the use of current financial resources, and therefore, are not reported as expenditures in governmental funds. This represents changes in the following. Accrued Interest Payable 9,073 Amortization of Premium 348,146 Compensated Absences (293,682) Claims Payable (55,672) Change in Net Position of Governmental Activities 7,362,111$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (21) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of Wheat Ridge, Colorado (the City) was incorporated in August 1969, and became a home rule city in 1976, as defined by State statutes. The City is governed by a Mayor and eight- member Council elected by the residents. The accounting policies of the City conform to generally accepted accounting principles as applicable to government entities. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. Reporting Entity The financial reporting entity consists of the City, organizations for which the City is financially accountable, and organizations that raise and hold economic resources for the direct benefit of the City. All funds, organizations, institutions, agencies, departments and offices that are not legally separate are part of the City. Legally separate organizations for which the City is financially accountable are considered part of the reporting entity. Financial accountability exists if the City appoints a voting majority of the organization’s governing board and is able to impose its will on the organization, or if there is a potential for the organization to provide benefits to, or impose financial burdens on, the City. Based on the application of these criteria, the City includes the following organization in its reporting entity. The Wheat Ridge Urban Renewal Authority (the Authority) was created to redevelop or rehabilitate certain blighted areas within the City. The Authority board members are appointed by the Mayor and City Council. Although the Authority is legally separate from the City, the Authority’s primary revenue source, tax increment financing, can only be established by the City. The Authority is discretely presented in the financial statements and does not issue separate financial statements. Government-wide and Fund Financial Statements The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all activities of the City and its component unit. For the most part, the effect of interfund activity has been removed from these statements. Exceptions to this general rule are charges for interfund services that are reasonably equivalent to the services provided. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported in a single column. The primary government is reported separately from the legally separate component unit for which the City is financially accountable. The statement of activities demonstrates the degree to which the direct expenses of the given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (22) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Government-wide and Fund Financial Statements (Continued) Taxes and other items not properly included among program revenues are reported instead as general revenues. Internally dedicated resources are reported as general revenues rather than as program revenues. Separate financial statements are provided for the governmental funds. Major individual funds are reported as separate columns in the fund financial statements. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when the liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenues as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collected within the current year or soon enough thereafter to pay liabilities of the current year. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current year. Taxes, intergovernmental revenues, and interest associated with the current year are considered to be susceptible to accrual and so have been recognized as revenues of the current year. All other revenues are considered to be measurable and available only when cash is received by the City. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences, are recorded only when payment is due. When both restricted and unrestricted resources are available for a specific use, it is the City’s practice to use restricted resources first, then unrestricted resources as they are needed. The City reports the following major governmental funds: The General Fund is the general operating fund of the City. It is used to account for all financial resources except those accounted for in another fund. The Open Space Fund accounts for County shared revenues, grants, and development fees restricted for the acquisition, construction, and maintenance of open space and parks. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (23) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Measurement Focus, Basis of Accounting, and Financial Statement Presentation (Continued) The Capital Projects Fund accounts for the accumulation of resources from a lodgers tax, intergovernmental revenues and General Fund transfers for the acquisition or construction of major capital assets. The Investing 4 the Future Fund accounts for the collection of a 0.5% sales and use tax approved by election to finance a portion of certain improvement projects. The sales and use tax expires when revenues generated by the tax reach $38.5 million or on December 31, 2028, whichever occurs first. Assets, Liabilities and Net Position/Fund Balances Receivables - Accounts receivable include sales, use and lodgers’ taxes. Receivables are reported at their gross value and, where appropriate, are reduced by the estimated portion that is expected to be uncollectible. Prepaid Items - Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. The cost of prepaid items is recorded as expenses/expenditures when consumed rather than purchased. Interfund Receivables and Payables - During the course of operations, certain transactions occur between individual funds. The resulting receivables and payables are classified on the balance sheet as interfund receivables and interfund payables. Any balances outstanding between the primary government and the discretely presented component unit are reported on the statement of activities as due from and due to. Property Held for Resale - Property that is held with the intent to sell is reported at the lower of cost or fair value. Capital Assets - Capital assets, which include property, equipment, and infrastructure acquired or constructed since 1980, are reported in the government-wide financial statements. Capital assets are defined by the City as assets with an initial, individual cost of $5,000 or more and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at the acquisition value on the date of donation. Intangible assets are reported at cost if they are identifiable. The costs of normal maintenance and repairs that do not add to the value of the assets or materially extend asset lives are not capitalized. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (24) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Assets, Liabilities and Net Position/Fund Balances (Continued) Capital assets are depreciated or amortized using the straight-line method over the following estimated useful lives. Land Improvements 10 - 40 Years Buildings 10 - 40 Years Vehicles, Machinery, and Equipment 3 - 40 Years Infrastructure 20 - 50 Years Software 5 Years Solar Power Capacity 20 Years Unearned Revenues - Unearned revenues include business license fees collected in advance. Deferred Inflows of Resources - Deferred inflows of resources include property taxes earned but levied for a subsequent year. In addition, deferred inflows of resources are reported in governmental funds for unavailable revenue for grant revenues collected over 60 days after year end. These amounts are recognized as an inflow of resources in the period the revenue becomes available. Compensated Absences - Employees of the City are allowed to accumulate unused vacation and sick time up to a maximum based on years of service. Upon termination of employment from the City, an employee will be compensated for all accrued vacation time at their current pay rate. A long-term liability has been reported in the government-wide financial statements for compensated absences. Long-Term Debt - In the government-wide financial statements, long-term debt and other long- term obligations are reported as liabilities. Debt premiums and discounts are deferred and amortized over the life of the debt using the effective interest method. In the fund financial statements, governmental funds recognize the face amount of debt issued as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Governmental funds recognize long-term liabilities only when payment is due. Payments of long-term debt are reported as current expenditures. Debt issuance costs are reported as current expenses or expenditures. Net Position/Fund Balances - In the government-wide and fund financial statements, net position and fund balances are restricted when constraints placed on the use of resources are externally imposed. As reported in the fund financial statements, the City Council establishes a fund balance commitment through passage of a resolution. In addition, by resolution the City Council has delegated to the City Manager or his designee the authority to assign fund balances for specific purposes. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (25) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Assets, Liabilities and Net Position/Fund Balances (Continued) As adopted by City Council policy, the City will maintain a minimum unrestricted fund balance of at least two months, or approximately 17%, of its General Fund operating expenditures. When expenditures are incurred for a specific purpose for which both restricted and unrestricted fund balances are available, the City’s policy is to use restricted amounts first, followed by committed, assigned and unassigned amounts. Property Taxes Property taxes attach as an enforceable lien on property on January 1, are levied the following December, and collected in the subsequent calendar year. Taxes are payable in full on April 30 or in two installments on February 28 and June 15. The County Treasurer’s office collects property taxes and remits to the City on a monthly basis. Since property tax revenues are collected in arrears during the succeeding year, receivables and corresponding deferred inflows of resources are reported at year-end. Contraband Forfeitures The Colorado Contraband Forfeiture Act allows law enforcement agencies to retain proceeds from the seizure of contraband. These transactions are reported in the Police Investigation Special Revenue Fund. Restatement of Net Position During 2020, the City combined activity of the Recreation Center Operating Fund into the General Fund. As a result, beginning fund balance in the General Fund is restated for an increase of $87,334. The Recreation Center Operating Fund was closed and fund balance was restated to zero. NOTE 2 CASH AND INVESTMENTS A summary of cash and investments at December 31, 2020, follows: Petty Cash 4,150$ Cash Deposits 3,995,761 Investments 24,086,398 Total 28,086,309$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (26) NOTE 2 CASH AND INVESTMENTS (CONTINUED) Cash and investments are reported in the financial statements as follows: Cash and Investments - Primary Government 16,472,143$ Restricted Cash and Investments - Primary Government 8,513,550 Cash and Investments - Component Unit 2,154,500 Restricted Cash and Investments - Component Unit 946,116 Total 28,086,309$ Cash Deposits The Colorado Public Deposit Protection Act (PDPA) requires all local government entities to deposit cash in eligible public depositories. Eligibility is determined by State regulations. Amounts on deposit in excess of federal insurance levels must be collateralized by eligible collateral as determined by the PDPA. The PDPA allows the financial institution to create a single collateral pool for all public funds held. The pool is to be maintained by another institution, or held in trust for all uninsured public deposits as a group. The market value of the collateral must be at least equal to 102% of the uninsured deposits. At December 31, 2020, the City and the Authority had bank deposits with a carrying amount of $1,538,811 and $2,456,950, respectively, collateralized with securities held by the financial institutions’ agents but not in their name. Investments The City and the Authority are required to comply with State statutes, which specify investment instruments meeting defined rating, maturity and concentration risk criteria in which local governments may invest. State statutes do not address custodial risk. Through its investment policy, the City has further restricted allowable investments to the following. Obligations of the United States and U.S. Agency securities Corporate debt Commercial paper Bankers’ acceptances Repurchase agreements collateralized by authorized securities General obligations of U.S. local government entities Guaranteed investment contracts Money market funds Local government investment pools CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (27) NOTE 2 CASH AND INVESTMENTS (CONTINUED) The City and the Authority had the following investments at December 31, 2020: Investment Type Rating Less Than 1 1 - 5 Total Certificates of Deposit N/A 642,534$ -$ 642,534$ Local Government Investment Pool AAAf 14,846,645 - 14,846,645 Local Government Investment Pool AAAm 8,597,219 - 8,597,219 Total 24,086,398$ -$ 24,086,398$ Investment Maturities (in Years) Interest Rate Risk - State statutes generally limit investments to an original maturity of five years unless the governing board authorizes the investment for a period in excess of five years. Credit Risk - State statutes limit certain investments to those with specified ratings from nationally recognized statistical rating organizations, depending on the type of investment. Concentration of Credit Risk - Except for corporate securities, State statutes do not limit the amount the City may invest in any single investment or issuer. Fair Value of Investments - The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. As of December 31, 2020, the Authority also held investments in Brokered Certificates of Deposit of $642,534 (Level 2 inputs). Local Government Investment Pools - At December 31, 2020, the City had $14,346,645 invested in the Colorado Surplus Asset Fund Trust (CSAFE) Core Fund, an investment vehicle established for local government entities in Colorado to pool surplus funds. The Colorado Division of Securities administers and enforces the requirements of creating and operating CSAFE. The external investment pool is measured at amortized cost with each share valued at $2.00. Investments in the external investment pool are shown at net asset value (NAV) for financial reporting purposes. CSAFE is rated AAAf by Fitch. Investments of CSAFE are limited to those allowed by State statutes. A designated custodial bank provides safekeeping and depository services in connection with the direct investment and withdrawal functions. The custodian's internal records identify the investments owned by participating governments. There are no unfunded commitments, the redemption frequency is daily with a 24-hour notification period, and a limit of three redemptions per month. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (28) NOTE 2 CASH AND INVESTMENTS (CONTINUED) At December 31, 2020, the City had $8,597,219 invested in the Colorado Statewide Investment Pool (CSIP) Liquid Portfolio, an investment vehicle established for local government entities in Colorado to pool surplus funds. The Colorado Division of Securities administers and enforces the requirements of creating and operating CSIP. The external investment pool is measured at net asset value (NAV) per share with each share valued at $1.00. Investments in the external investment pool are shown at amortized cost for financial reporting purposes. CSIP is rated AAAm by Standard and Poor's. Investments of CSIP are limited to those allowed by State statutes. A designated custodial bank provides safekeeping and depository services in connection with the direct investment and withdrawal functions. The custodian's internal records identify the investments owned by participating governments. There are no unfunded commitments, the redemption frequency is daily, and there is no redemption notice period. At December 31, 2020, the City had $500,000 invested in the Colorado Statewide Investment Pool (CSIP) Term Portfolio, an investment vehicle established for local government entities in Colorado to pool surplus funds. The Colorado Division of Securities administers and enforces the requirements of creating and operating CSIP. The external investment pool is measured at net asset value (NAV) per share with each share valued at $1.00. Investments in the external investment pool are shown at amortized cost for financial reporting purposes. CSIP is rated AAAf by Fitch. Investments of CSIP are limited to those allowed by State statutes. A designated custodial bank provides safekeeping and depository services in connection with the direct investment and withdrawal functions. The custodian's internal records identify the investments owned by participating governments. There are no unfunded commitments, there is a seven-day notification period with potential early redemption penalties for withdrawal prior to maturity. The Authority’s investment of $642,534 in certificates of deposit is measured at amortized cost. NOTE 3 LOANS RECEIVABLE The City entered into two loan agreements with the developer of the Fruitdale Lofts project. Under the agreements, the City committed to loan the developer $470,000 and $2,115,000. The first loan is due 35 years following substantial completion of the project, with interest accruing at 5% per annum beginning 20 years after substantial completion of the project. Repayment terms for the second loan are dependent upon certain financing and equity contributions of the developer. The loan is due in 20 years, with interest accruing at 5% per annum commencing after completion of the project. During 2017, the project was under construction and the City had advanced the full amount of $2,585,000 under these agreements. At December 31, 2020, the outstanding balance on the loans was $1,085,000. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (29) NOTE 4 CAPITAL ASSETS Capital asset activity for the year ended December 31, 2020, is summarized below. Balance Balance 12/31/2019 Additions Deletions 12/31/2020 Governmental Activities Capital Assets, Not Being Depreciated Land 16,131,560$ 128,227$ -$ 16,259,787$ Artwork 196,795 - - 196,795 Construction in Progress 14,716,237 16,995,579 155,057 31,556,759 Total Capital Assets Not Being Depreciated 31,044,592 17,123,806 155,057 48,013,341 Capital Assets, Being Depreciated Land Improvements 26,023,049 - - 26,023,049 Buildings 23,432,151 244,613 - 23,676,764 Vehicles 6,031,117 477,382 285,755 6,222,744 Machinery and Equipment 8,386,997 149,822 - 8,536,819 Infrastructure 71,150,325 - - 71,150,325 Software 388,268 6,229 - 394,497 Solar Power Capacity 776,628 - - 776,628 Total Capital Assets, Being Depreciated 136,188,535 878,046 285,755 136,780,826 Less Accumulated Depreciation Land Improvements (7,838,693) (760,202) - (8,598,895) Buildings (13,449,419) (614,369) - (14,063,788) Vehicles (3,423,402) (424,951) (285,755) (3,562,598) Machinery and Equipment (5,870,125) (512,911) - (6,383,036) Infrastructure (58,413,121) (1,642,298) - (60,055,419) Software (291,388) (33,557) - (324,945) Solar Power Capacity (184,448) (38,831) - (223,279) Total Accumulated Depreciation (89,470,596) (4,027,119) (285,755) (93,211,960) Total Capital Assets, Being Depreciated, Net 46,717,939 (3,149,073) - 43,568,866 Governmental Activities Capital Assets, Net 77,762,531$ 13,974,733$ 155,057$ 91,582,207$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (30) NOTE 4 CAPITAL ASSETS (CONTINUED) Capital asset activity for the Urban Renewal Authority for the year ended December 31, 2020, is summarized below. Balance Balance 12/31/2019 Additions Deletions 12/31/2020 Governmental Activities Capital Assets, Not Being Depreciated Construction in Progress 4,999,880$ -$ -$ 4,999,880$ Total Capital Assets -$ -$ -$ 4,999,880$ Depreciation expense was charged to programs of the City as follows: General Government 300,096$ Community Development 11,275 Police 255,716 Public Works 2,094,949 Parks and Recreation 1,365,083 Total 4,027,119$ NOTE 5 LONG-TERM DEBT Following is a summary of long-term debt transactions for the year ended December 31, 2020. Balance Balance Due Within 12/31/2019 Additions Reductions 12/31/2020 One Year Governmental Activities 2017 Revenue Bonds 22,930,000$ -$ 2,565,000$ 20,365,000$ 2,665,000$ 2017 Bond Premium 1,633,347 - 348,146 1,285,201 309,931 Solar Power Capacity Lease 624,804 - 44,931 579,873 47,622 Compensated Absences 1,169,122 1,678,634 1,384,952 1,462,804 170,362 Claims Payable 87,753 152,769 97,097 143,425 143,425 Total 26,445,026$ 1,831,403$ 4,440,126$ 23,836,303$ 3,336,340$ Urban Renewal Authority 2014 Loans Payable 1,240,000$ -$ 295,000$ 945,000$ 305,000$ 2018 Loans Payable 6,375,000 - - 6,375,000 - Pollution Remediation 598,458 - 26,374 572,084 25,000 Total 8,213,458$ -$ 321,374$ 7,892,084$ 330,000$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (31) NOTE 5 LONG-TERM DEBT (CONTINUED) Revenue Bonds On May 2, 2017, the City issued $30,595,000 Sales and Use Tax Revenue Bonds, Series 2017A. Bond proceeds will be used to finance certain improvement projects. Interest accrues on the bonds at rates ranging from 3% to 5% per annum and is payable semi- annually on June 1 and December 1, beginning on December 1, 2017. Annual principal payments are due on December 1, from 2017 through 2027. After issuance of the bonds, the City has $2,405,000 of debt authorization remaining from the related election. The bonds are payable solely from revenues generated by the 0.5% sales and use tax reported in the Investing 4 the Future Fund. During the year ended December 31, 2020, revenues of $4,423,892 were available to pay annual debt service of $3,499,700. Remaining debt service at December 31, 2020, was as follows: Year Ended December 31, Principal Interest Total 2021 2,665,000$ 832,100$ 3,497,100$ 2022 2,720,000 778,800 3,498,800 2023 2,860,000 642,800 3,502,800 2024 3,000,000 499,800 3,499,800 2025 3,150,000 349,800 3,499,800 2026-2027 5,970,000 347,200 6,317,200 Total 20,365,000$ 3,450,500$ 23,815,500$ Solar Power Capacity Lease On March 23, 2015, the City entered into an agreement to purchase solar power capacity in a community solar garden. The purchase was financed in April 2015, with a lease agreement in the amount of $800,000. Monthly payments of $6,681, including principal and interest accruing at 5.75% per annum, are due under the agreement, beginning June 1, 2015, through May 1, 2030. At December 31, 2020, capital assets of $553,349, net of accumulated depreciation, were reported under this lease. Following is a schedule of the future minimum lease payments at December 31, 2020. Year Ended December 31, Total 2021 80,167$ 2022 80,167 2023 80,167 2024 80,167 2025 80,167 2026-2030 354,051 Total Minimum Lease Payments 754,886 Less: Interest Portion (175,013) Present Value of Minimum Lease Payments 579,873$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (32) NOTE 5 LONG-TERM DEBT (CONTINUED) Compensated Absences Compensated absences are expected to be liquidated primarily with revenues of the General Fund. Urban Renewal Authority Loans On May 14, 2014, the Authority approved a loan agreement with Colorado State Bank and Trust for $2,455,000 to finance infrastructure improvements associated with redevelopment property. The loan accrues interest at 3.16% per annum. Interest payments are due semi- annually beginning December 1, 2014. Principal payments are due annually beginning December 1, 2015, through 2023. On October 18, 2018, the Authority approved a loan agreement with Colorado State Bank and Trust for $6,375,000 to finance the development of real property for the purpose of mixed-use commercial development. The loan accrues interest at 4.65% per annum. Interest payments are due semi-annually beginning March 1, 2019. Principal payments are due annually beginning September 1, 2022, through 2028. During the year ended December 31, 2020, revenues of $2,352,958 were available to pay annual debt service of $295,000 in principal and $335,622 in interest. Future debt service to maturity is as follows: Year Ended December 31, Principal Interest Total 2021 305,000$ 326,300$ 631,300$ 2022 1,109,247 316,662 1,425,909 2023 1,155,227 269,775 1,425,002 2024 867,836 220,899 1,088,735 2025 907,149 180,545 1,087,694 2026-2028 2,975,541 280,811 3,256,352 Total 7,320,000$ 1,594,991$ 8,914,991$ Pollution Remediation The Urban Renewal Authority is conducting a site remediation at an approximately 0.552- acre parcel of land located at 7690 West 38th Avenue (Jefferson County Parcel ID 39-262- 01-001), as part of the Colorado Department of Public Health and Environment (CDPHE) Voluntary Clean-Up Program (VCUP), in Wheat Ridge and Jefferson County, Colorado. The Urban Renewal Authority’s application was approved by CDPHE on January 7, 2014. The site consists of a vacant gravel lot. A former 2,400 square-foot dry cleaner and later a parts department for a shuttered car dealership were previously demolished as part of the approved VCUP Application. After demolition of the structure, the asphalt paving was stripped during redevelopment of the surrounding properties and source contaminated soil was removed and hauled to an authorized site. Nine monitoring wells were placed throughout the site and quarterly testing has been ongoing. Active site remediation was enacted, first using BOS 100, a material recommended by the Urban Renewal Authorities consultants Terracon, Inc. and CDPHE. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (33) NOTE 5 LONG-TERM DEBT (CONTINUED) Pollution Remediation (Continued) The BOS 100 dramatically lowered contamination levels for the first 18-months. Once the BOS 100 stopped reducing the contaminants, a system titled E-Redox was placed throughout the site and has been actively successful at continued remediation of contaminants. The site will be redeveloped as part of a broader community development program. The redevelopment plan includes the construction of a new commercial building with surface parking. As of December 31, 2020, the estimated liability for the pollution remediation was $572,084. This estimate is based on the third-party consultant’s site assessment and professional experience in this subject. NOTE 6 INTERFUND ACTIVITY During the year ended December 31, 2020, the General Fund transferred $3,600,000 to the Capital Projects Fund to finance capital projects and to purchase additional equipment. In addition, the General Fund transferred $100,000 to the Equipment Replacement Fund for capital expenditures. NOTE 7 RISK MANAGEMENT The City is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The City has agreed to self-insure for general liability claims to a maximum of $150,000; automobile, property and physical damage claims to a maximum of $10,000; and workers compensation claims to a maximum of $5,000 per occurrence. The City accounts for its risk management activities in the General Fund. Claims liabilities, including estimated incurred but not reported claims (IBNR), are reported in the government-wide financial statements if information available prior to the issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Changes in claims payable for the years ended December 31, 2020 and 2019, were as follows: 2020 2019 Claims Payable, January 1 87,753$ 109,942$ Incurred Claims and Changes in Estimated Claims 152,769 59,223 Claims Paid (97,097) (81,412) Claims Payable, December 31 143,425$ 87,753$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (34) NOTE 7 RISK MANAGEMENT (CONTINUED) For excess liability and property claims the City participates in the Colorado Intergovernmental Risk Sharing Agency (CIRSA), a separate and independent governmental and legal entity formed by intergovernmental agreement by member municipalities pursuant to the provisions of 24-10-115.5, Colorado Revised Statutes (1982 Replacement Volume) and the Colorado Constitution, Article XIV, Section 18(2). The purposes of CIRSA are to provide members defined liability, property, and workers compensation coverages and to assist members to prevent and reduce losses and injuries to municipal property and to persons or property which might result in claims being made against members of CIRSA, their employees and officers. It is the intent of the members of CIRSA to create an entity in perpetuity which will administer and use funds contributed by the members to defend and indemnify, in accordance with the bylaws, any member of CIRSA against stated liability of loss, to the limit of the financial resources of CIRSA. It is also the intent of the members to have CIRSA provide continuing stability and availability of needed coverages at reasonable costs. All income and assets of CIRSA shall be at all times dedicated to the exclusive benefit of its members. For workers’ compensation claims, the City is insured by Pinnacol Assurance. NOTE 8 RETIREMENT COMMITMENTS Police Defined Contribution Pension Plan The City contributes to a single-employer defined contribution money purchase pension plan on behalf of sworn police officers. The Plan is administered by the International City/County Management Association (ICMA). During 2020 employees contributed 10% of their compensation to the Plan, and the City contributed 10.5%. Employees become vested in City contributions to the Plan at 20% annually, beginning in the third year of employment. The contribution requirements of Plan members and the City are established and may be amended by the City Council. During the year ended December 31, 2020, the City contributions to the plan were $766,687 and employee contributions to the Plan were $731,535, equal to the required contributions. Department Head Defined Contribution Pension Plan City department heads participate in a multiple-employer defined contribution pension plan upon employment with the City. The Plan is administered by ICMA. During 2020 department heads contributed 4% of their compensation to the Plan and the City contributed 7%, except for the City Manager for which the City contributed 10%. Employees become vested in all contributions to the Plan immediately. The contribution requirements of Plan members and the City are established and may be amended by the City Council. During the year ended December 31, 2020, the City and employee contributions to the Plan were $72,956 and $38,309, respectively, equal to the required contributions. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (35) NOTE 8 RETIREMENT COMMITMENTS (CONTINUED) Employee Defined Contribution Pension Plan The City contributes to a multiple-employer defined contribution pension plan on behalf of all employees, except sworn police officers and department heads. The Plan is administered by ICMA. During 2020 employees contributed 4% of their compensation to the Plan, and the City contributed 6%. Employees become vested in City contributions to the Plan at 20% annually after one year of employment. The contribution requirements of Plan members and the City are established and may be amended by the City Council. During the year ended December 31, 2020, the City and employee contributions to the Plan were $539,058 and $358,618, respectively, equal to the required contributions. NOTE 9 COMMITMENTS AND CONTINGENCIES Tabor Amendment Colorado voters passed an amendment to the State Constitution, Article X, Section 20, which has several limitations, including revenue raising, spending abilities, and other specific requirements of state and local governments. The Amendment requires, with certain exceptions, advance voter approval for any new tax, tax rate increase, mill levy above that for the prior year, extension of an expiring tax, or tax policy change directly causing a net tax revenue gain to the City. Revenue in excess of the fiscal year spending limit must be refunded in the next fiscal year unless voters approve retention of such revenue. The City’s management believes it is in compliance with the provisions of the Amendment. However, the Amendment is complex and subject to interpretation. Many of its provisions may require judicial interpretation. In November, 2006, voters agreed to allow the City to spend all revenues generated during 2006 and each subsequent year for police protection, street construction - repair and maintenance, parks and recreation - trails and open space, capital projects, and other basic municipal services, without limitation. The Authority is not subject to the Tabor Amendment. See: Marian L. Olson v. City of Golden, et. al., 53 P.3d 747 (Co. App.), certiorari denied. The City has established an emergency reserve, representing 3% of qualifying revenues, as required by the Amendment. At December 31, 2020, the emergency reserve of $1,330,000 was reported as restricted fund balance in the General Fund. Grant Programs The City participates in a number of federal and state programs that are fully or partially funded by grants received from other governmental entities. Expenses financed by grants are subject to audit by the appropriate grantor government. If expenses are disallowed due to noncompliance with grant program regulations, the City may be required to reimburse the grantor government. At December 31, 2020, significant amounts of grant expenses have not been audited but management believes that subsequent audits will not have a material effect on the overall financial position of the City. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (36) NOTE 9 COMMITMENTS AND CONTINGENCIES (CONTINUED) Conduit Debt On August 7, 2015, the City participated in the issuance of a $1,000,000 Development Revenue Note (Seniors’ Resource Center, Inc. Project) Series 2015, to provide financing for facility improvements. The Note matures on August 1, 2030, and is payable solely from revenues of the Seniors’ Resource Center, Inc. The City is not obligated in any manner for repayment of the Note. Accordingly, the Note is not reported as a liability in the accompanying financial statements. The outstanding balance of the Note at December 31, 2020, was $732,643. Litigation The City is involved in various threatened and pending litigation. The outcome of this litigation cannot be determined at this time. NOTE 10 TAX ABATEMENTS The City of Wheat Ridge has a Business Development Zone Program, as enacted by the City Code Chapter 22, Article I, Division 5, which provides a share-back of Use-Tax generated by developments that meet the criteria established as public or public related improvements. The Program was created as a joint benefit to the public at large and to private owners for the purposes of reducing blight in business districts and providing the city with increased sales and use tax revenues generated upon and by properties improved as a result of this program. For the fiscal year ended December 31, 2020, the City abated 3% of applicable use taxes totaling $67,138. The rebate was for a manufacturing company that is expanding operations that is expected to produce incremental future use tax revenue generated by the project as well as both the short-term and long-term expected employment opportunities within the City. The maximum rebate allowed over the course of this project is $9,431,284 The Wheat Ridge Urban Renewal Authority has various Redevelopment Plans, approved by city council, which serve to further the mission of the Authority and establish future tax generating facilities by offsetting redevelopment costs through rebated property tax increment revenues and sales tax increment revenues offered to developers. For the fiscal year ended December 31, 2020, the Authority rebated property tax increment revenues and sales tax increment revenues for a total of $555,933. These rebates were for three development companies, which have renovated various locations within the boundaries of a defined economic urban renewal area. The redeveloped locations are expected to produce future incremental property and sales tax revenues for the City. The maximum rebate allowed over the course of this project is $15,458,521. (37) REQUIRED SUPPLEMENTARY INFORMATION CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE – GENERAL FUND YEAR ENDED DECEMBER 31, 2020 (38) Variance Original Final Positive Budget Budget Actual (Negative) REVENUES Taxes 31,058,630$ 31,058,630$ 30,368,986$ (689,644)$ Licenses and Permits 1,954,373 1,954,373 1,799,811 (154,562) Intergovernmental 1,783,037 3,861,446 4,147,182 285,736 Charges for Services 3,850,819 3,850,819 2,321,022 (1,529,797) Fines and Forfeitures 354,900 354,900 252,161 (102,739) Investment Income 400,000 400,000 165,104 (234,896) Miscellaneous 469,000 469,000 326,657 (142,343) Total Revenues 39,870,759 41,949,168 39,380,923 (2,568,245) EXPENDITURES Current General Government 10,194,506 10,411,035 9,731,696 679,339 Economic Development 2,245,018 2,745,018 1,850,590 894,428 Community Development 3,151,145 3,379,906 2,821,771 558,135 Police 11,747,876 11,787,614 11,714,266 73,348 Public Works 4,073,845 4,422,263 2,955,597 1,466,666 Parks and Recreation 8,022,850 8,590,551 7,458,574 1,131,977 Capital Outlay - - 849,620 (849,620) Debt Service Principal - - 44,931 (44,931) Interest - - 36,214 (36,214) Total Expenditures 39,435,240 41,336,387 37,463,259 3,873,128 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 435,519 612,781 1,917,664 1,304,883 OTHER FINANCING SOURCES (USES) Proceeds from Sale of Capital Assets - - 86,670 86,670 Insurance Proceeds - - 216,874 216,874 Transfers Out (3,700,000) (3,700,000) (3,700,000) - Total Other Financing Sources (Uses) (3,700,000) (3,700,000) (3,396,456) 303,544 NET CHANGE IN FUND BALANCE (3,264,481) (3,087,219) (1,478,792) 1,608,427 Fund Balance - Beginning of Year, as Restated 13,209,311 13,508,953 13,508,953 - FUND BALANCE - END OF YEAR 9,944,830$ 10,421,734$ 12,030,161$ 1,608,427$ CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE – OPEN SPACE FUND YEAR ENDED DECEMBER 31, 2020 (39) Variance Original Final Positive Budget Budget Actual (Negative) REVENUES Intergovernmental 1,200,000$ 1,200,000$ 1,442,148$ 242,148$ Charges for Services 778,070 778,070 349,621 (428,449) Grants 250,000 250,000 - (250,000) Investment Income 10,000 10,000 5,837 (4,163) Miscellaneous - 120,000 10,000 (110,000) Total Revenues 2,238,070 2,358,070 1,807,606 (550,464) EXPENDITURES Current Parks and Recreation 2,016,941 2,048,533 519,590 1,528,943 Capital Outlay - - 12,002 (12,002) Total Expenditures 2,016,941 2,048,533 531,592 1,516,941 NET CHANGE IN FUND BALANCE 221,129 309,537 1,276,014 966,477 Fund Balance - Beginning of Year 924,170 2,363,094 2,363,094 - FUND BALANCE - END OF YEAR 1,145,299$ 2,672,631$ 3,639,108$ 966,477$ CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE – INVESTING 4 THE FUTURE FUND YEAR ENDED DECEMBER 31, 2020 (40) Original Variance Original and Final Positive Budget Budget Actual (Negative) REVENUES Taxes 4,294,616$ 4,294,616$ 4,423,892$ 129,276$ Investment Income 400,000 400,000 223,899 (176,101) Miscellaneous 1,673,890 1,673,890 287,208 (1,386,682) Total Revenues 6,368,506 6,368,506 4,934,999 (1,433,507) EXPENDITURES Current General Government - 1,266,642 1,085,172 181,470 Capital Outlay 11,611,008 17,591,970 12,206,847 5,385,123 Debt Service Principal 2,565,000 2,565,000 2,565,000 - Interest 933,300 933,300 934,700 (1,400) Total Expenditures 15,109,308 22,356,912 16,791,719 5,565,193 NET CHANGE IN FUND BALANCE (8,740,802) (15,988,406) (11,856,720) 4,131,686 Fund Balance - Beginning of Year 13,774,087 20,410,711 20,410,711 - FUND BALANCE - END OF YEAR 5,033,285$ 4,422,305$ 8,553,991$ 4,131,686$ CITY OF WHEAT RIDGE NOTES TO REQUIRED SUPPLEMENTARY INFORMATION DECEMBER 31, 2020 (41) NOTE 1 STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY Budgets and Budgetary Accounting State statutes require that all funds have legally adopted budgets and appropriations. Total expenditures may not exceed the amount appropriated at the fund level. Budgets are adopted for all funds of the City on a basis consistent with generally accepted accounting principles (GAAP). The City follows these procedures to establish the budgetary information reflected in the financial statements: Management submits to the City Council a proposed operating budget for the fiscal year commencing the following January 1. The operating budget includes proposed expenditures and the means of financing them. Public hearings are conducted to obtain taxpayer comments. Prior to December 31, the budget is legally adopted through passage of a resolution. Revisions that alter the total expenditures of any fund must be approved by the City Council. All appropriations lapse at year end. Budgetary information presented in the financial statements for the Wheat Ridge Urban Renewal Authority was approved by the governing board of the Wheat Ridge Urban Renewal Authority. (42) SUPPLEMENTARY INFORMATION CITY OF WHEAT RIDGE BALANCE SHEET COMPONENT UNIT – URBAN RENEWAL AUTHORITY DECEMBER 31, 2020 (52) ASSETS Cash and Investments 2,154,500$ Restricted Cash and Investments 946,116 Accounts Receivable 185,249 Property Taxes Receivable 1,850,373 Property Held for Resale 330,299 Total Assets 5,466,537$ LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCE Liabilities Accounts Payable 718,470$ Deferred Inflows of Resources Property Taxes 1,850,373 Fund Balance Nonspendable Property Held for Resale 330,299 Restricted for Debt Service 946,116 Unrestricted, Unassigned 1,621,279 Total Fund Balance 2,897,694 Total Liabilities, Deferred Inflows of Resources and Fund Balance 5,466,537$ Amounts Reported for the Component Unit in the Statement of Net Position are Different Because: Total Fund Balance of Component Unit 2,897,694$ Capital assets used in governmental activities are not current financial resources, and therefore, are not reported in governmental funds. 4,999,880 Long-term liabilities are not due and payable in the current year, and therefore, are not reported in governmental funds. Notes Payable (7,892,084) Accrued Interest (84,832) Total Net Position of Component Unit (79,342)$ CITY OF WHEAT RIDGE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE COMPONENT UNIT – URBAN RENEWAL AUTHORITY YEAR ENDED DECEMBER 31, 2020 (53) REVENUES Property Tax Increment 1,171,292$ Sales Tax Increment 870,716 Intergovernmental 300,000 Investment Income 10,950 Total Revenues 2,352,958 EXPENDITURES Current Community Development 31,478 Capital Outlay 2,337,607 Debt Service Principal 295,000 Interest 334,971 Total Expenditures 2,999,056 NET CHANGE IN FUND BALANCE (646,098) Fund Balance - Beginning of year 3,543,792 FUND BALANCE - END OF YEAR 2,897,694$ Amounts Reported for the Component Unit in the Statement of Activities are Different Because: Net Change in Fund Balance of Component Unit (646,098)$ Repayments of long-term debt are expenditures in governmental funds, but the repayment reduces long-term liabilities in the statement of net position and does not affect the statement of activities. This amount represents loan payments in the current year. 295,000 Some expenses reported in the statement of activities do not require the use of current financial resources, and therefore, are not reported as expenditures in governmental funds. This amount represents changes in accrued interest payable and changes in the pollution remediation liability. 27,151 Change in Net Position of Component Unit (323,947)$ CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE WHEAT RIDGE URBAN RENEWAL AUTHORITY YEAR ENDED DECEMBER 31, 2020 (54) Variance Original Final Positive Budget Budget Actual (Negative) REVENUES Property Tax Increment 660,000$ 916,000$ 1,171,292$ 255,292$ Sales Tax Increment 1,065,356 612,595 870,716 258,121 Intergovernmental 400,000 300,000 300,000 - Sale of Property -355,219 - (355,219) Investment Income 13,000 13,000 10,950 (2,050) Total Revenues 2,138,356 2,196,814 2,352,958 156,144 EXPENDITURES Current Community Development 857,400 194,600 31,478 163,122 Capital Outlay 3,191,429 1,279,000 2,337,607 (1,058,607) Debt Service Principal 295,000 2,295,000 295,000 2,000,000 Interest 334,971 980,000 334,971 645,029 Total Expenditures 4,678,800 4,748,600 2,999,056 1,749,544 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES (2,540,444) (2,551,786) (646,098) 1,905,688 NET CHANGE IN FUND BALANCE (2,540,444) (2,551,786) (646,098) 1,905,688 Fund Balance - Beginning of Year 4,240,110 4,240,110 3,543,792 (696,318) FUND BALANCE - END OF YEAR 1,699,666$ 1,688,324$ 2,897,694$ 1,209,370$ (THIS PAGE INTENTIONALLY LEFT BLANK) B-1 APPENDIX B SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Set forth in this Appendix B are certain definitions used in the Indenture and summaries of certain provisions of the Indenture. These summaries do not purport to be definitive summaries of all of the provisions of the Indenture; these summaries are qualified in their entirety by the provisions of the Indenture. Reference must be made to the actual, complete provisions of the Indenture for a complete recital of its terms. Copies of the Indenture may be obtained from the sources listed in “INTRODUCTION--Additional Information.” Certain Definitions “Act” means the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes, as from time to time amended and supplemented. “Additional Bonds” means any notes, bonds, interim certificates or receipts, temporary bonds, certificates of indebtedness, debentures, advances, and all other forms of indebtedness issued or incurred by the Authority and having a lien on all or a portion of the Pledged Revenue on a parity with the lien of the Series 2021 Bonds. “Authority” means Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge, an urban renewal authority duly organized and existing under the Act, and its successors and assigns. “Authority Representative” means the Chair, the Executive Director and any Person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee containing the specimen signature of such Person and signed on behalf of the Authority by the Chair or Executive Director. Such certificate may designate an alternate or alternates. “Authorized Denomination” means $5,000 and integral multiples thereof. “Average Annual Debt Service Requirements” means the total Debt Service Requirements of the Outstanding Series 2021 Bonds, and other obligations for which the computation is being made, divided by the number of years to maturity. “Beneficial Owners” means the owners of Bonds whose ownership is recorded under the book- entry-only system maintained by DTC. “Board” means the Board of Commissioners of the Authority. “Bond Counsel” means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds. “Bond Fund” means the Trust Fund by that name established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Bond Fund” below. “Bond Purchase Agreement” means the Bond Purchase Agreement between the Underwriter and the Authority. “Bond Register” means the registration records of the Authority kept by the Trustee to evidence the registration and transfer of Bonds. B-2 “Bond Resolution” means the resolution adopted by the Board on June 15, 2021 authorizing the execution of the Indenture, the issuance, sale and delivery of the Series 2021 Bonds, the financing of the 2021 Project, and certain other matters, as from time to time amended in accordance herewith. “Bondholder” or “Owner” means the person or persons in whose name or names a Bond shall be registered on the Bond Register in accordance with the terms of the Indenture. “Bonds” means, collectively, the Series 2021 Bonds and any Additional Bonds. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Chair” means the Chair of the Board of Commissioners of the Authority, or any presiding officer or titular head of the Board, or his or her successor in functions. “City” means the City of Wheat Ridge, Colorado. “City Council” means the City Council of the City. “City Manager” means the City Manager of the City or the City Manager’s successor in functions, if any. “City’s Replenishment Resolution” means the resolution adopted by the City Council of the City on June 14, 2021 expressing its present intent, in each year the Series 2021 Bonds are outstanding, to replenish the Reserve Fund in the event that moneys have been withdrawn from the Reserve Fund and the amount on deposit therein is not equal to the Reserve Fund Requirement, to the extent that the deficiency is not replenished from another source. Any such replenishment of the Reserve Fund shall be subject to annual appropriation in the sole discretion of the City Council, and shall not create a debt or indebtedness or other multiple fiscal year financial obligation of the City. “Closing Date” means the date of issuance of the Series 2021 Bonds. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the Authority on the date of delivery of the Bonds. “Cooperation Agreement” means the Cooperation Agreement between the City and the Authority dated as of the Closing Date, as it may be amended from time to time. “Costs of Issuance” means administrative costs of issuance of any Bonds, any fees and expenses of any underwriter or financial advisor services in connection with the issuance of any Bonds, any fees or expenses of the Trustee in connection therewith, legal fees and expenses, costs incurred in obtaining ratings from rating agencies, bond insurance premiums, costs of immediately available funds, costs of publication, printing and engraving, accountants’ fees and recording and filing fees. “County” means Jefferson County, Colorado. “Debt Service Requirements” means the aggregate amount of the principal of, premium, if any, and interest coming due on all Outstanding Series 2021 Bonds, or any other obligation for which the computation is being made, during any Fiscal Year, whether by maturity, mandatory sinking fund redemption, or otherwise. When computing the Debt Service Requirements for any issue of securities bearing interest at a variable, adjustable, convertible or other similar rate that is not fixed for the entire term thereof, the rate of interest on such securities shall be assumed to be a rate equal to the average per annum rate of interest on such securities during the preceding twelve-month period, plus 100 basis points. B-3 If such securities have not been outstanding during the preceding twelve-month period, the assumed rate of interest on such securities shall be determined by reference to the preceding twelve-month average of an index comparable to that utilized in connection with such securities, plus 100 basis points. It shall further be assumed that any such securities which may be tendered prior to maturity for purchase at the option of the Owner thereof will mature on their stated maturity dates or mandatory redemption dates and not on any tender option date. The Authority shall be permitted to treat any fixed rate payable on an interest rate exchange agreement or “swap” contract as the interest rate on any such issue of securities if the counterparty to such agreement or contract has unconditionally agreed to pay all interest due on such securities. “Default” and “Event of Default” mean any occurrence or event specified and defined in Section 8.01 of the Indenture. “Executive Director” means the Executive Director of the Authority or his or her successor in functions. “Federal Securities” means bills, certificates of indebtedness, notes, bonds or other similar instruments which are direct non-callable obligations of the United States of America or which are fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America. “Fiscal Year” means the fiscal year of the Authority, which currently begins on January 1 of each year and ends on December 31 of such year, or any other fiscal year of the Authority in the event the fiscal year of the Authority shall be modified. “Indenture” means the Indenture of Trust and any indenture supplemental hereto or amendment hereto from time to time entered into in accordance with the provisions of the Indenture. “Interest Account” means the account of the Bond Fund established with that name pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Bond Fund” below. “Interest Payment Date” means each date set for the payment of interest hereunder, being each June 1 and December 1, commencing December 1, 2021. “Investment Instructions” means the investment instructions delivered by the Authority to the Trustee, and such amendments or supplements thereto as shall be delivered by the Authority to the Trustee. “Jefferson County Assessor” means the assessor of Jefferson County, Colorado. “Maximum Annual Debt Service Requirements” means the maximum amount of all Debt Service Requirements on Outstanding Series 2021 Bonds, and any other obligations for which the computation is being made, which will become due in any Fiscal Year. “Outstanding,” “Outstanding Bonds” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered by the Trustee under the Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds paid or deemed to be paid in accordance with the provisions of Article VII of the Indenture; and (c) Bonds in lieu of which others have been authenticated under the Indenture. B-4 “Owner” means the registered owner of any Bond as shown in the registration records of the Trustee. “Permitted Investments” means any lawful investment permitted for the investment of funds of the Authority by the laws of the State under Section 24-75-601.1, C.R.S. “Person” means any natural person, firm, corporation, partnership, limited liability company, state, political subdivision of any state, other public body or other organization or association. “Plan” means the I-70/Kipling Corridors Urban Renewal Plan approved by the City Council, and as amended, supplemented or modified from time to time in accordance with the Act. “Plan Area” means the area described as such in the Plan which has been found to be blighted and which the City has designated as appropriate for an urban renewal project, as such boundaries exist on the date hereof. “Pledged Property Tax Increment Revenues” means, for each Fiscal Year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the Property Tax Base Amount, in accordance with the Act, provided, however, that the Pledged Property Tax Increment Revenues shall not include: (a) any ad valorem property tax increment revenues that are received by the Authority that are required to be applied pursuant to the Prior Obligations, (b) 50% of the tax increment revenue attributable to the mill levy imposed by the West Metro Fire Protection District, (c) any ad valorem property tax revenues attributable to any mill levy imposed by any special district formed after the Closing Date, pursuant to Title 32, Article 1, Colorado Revised Statutes, which mill levy is in addition to, and not a replacement for, property taxes levied by taxing entities in existence as of the Closing Date; and (d) any offsets collected by the Jefferson County for return of overpayments or any ad valorem property tax increment revenues that are deposited in the Property Tax Reserve Fund for refunds of overpayments by taxpayers pursuant to Section 31-25-107(9)(b) of the Act. “Pledged Revenues” means, collectively: (a) the Pledged Property Tax Increment Revenues; (b) all amounts appropriated by the City pursuant to the City’s Replenishment Resolution and remitted to the Authority in accordance therewith; (c) all amounts held in the Trust Funds established and maintained hereunder together with investment earnings thereon, subject to the terms and provisions of this Indenture; and (d) all other legally available moneys that the Authority determines, in its sole discretion, to pledge to the payment of the Bonds. “Prior Obligations” means, collectively, the following obligations and any obligations issued or incurred to refund, in whole or in part, any such Prior Obligations: (a) the Loan Agreement dated as of May 14, 2014, between BOKF, N.A. d/b/a/ Colorado State Bank and Trust and the Authority and a Promissory Note in the original principal amount of $2,455,000 issued pursuant to the Loan Agreement; B-5 (b) the Cooperation Agreement between the Authority and Longs Peak Metropolitan District, dated September 6, 2016, pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority. (c) the Redevelopment Agreement dated as of September 5, 2017, between the Authority and the Sheard Family Trust, with a maximum reimbursement amount of $767,000; (d) the Redevelopment Agreement dated as of February 6, 2018, between the Authority and U.S. Retail Partners, LLC, with a maximum reimbursement amount of $1,015,000; (e) the Redevelopment Agreement dated as of March 19, 2019, between the Authority and U.S. Retail Partners, LLC with a maximum reimbursement amount of $8,441,138; (f) the Cooperation Agreement between the Authority and the Ward TOD Metropolitan District No. 1, effective as of October 1, 2019, pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority; (g) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated June 16, 2020, between the Authority and FDG Project Management Services, LLC, with a maximum reimbursement amount of $11.76 million in present value terms; and (h) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated January 5, 2021, between the Authority and FDG Parallel Associates, LLC, with a maximum reimbursement amount of $232,467. “Principal Account” means the account of the Bond Fund established with that name pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Bond Fund” below. “Principal Corporate Trust Office” means the principal corporate trust office of the Trustee, as may be specified by the Trustee. “Property Tax Base Amount” means the amount certified by the Jefferson County Assessor as the valuation for assessment of all taxable property within the Plan Area in accordance with Section 31-25- 107(9)(a)(I) of the Act. The Property Tax Base Amount and increment value shall be calculated and adjusted from time to time by the Jefferson County Assessor in accordance with the Act and the rules and regulations of the Property Tax Administrator of the State. “Property Tax Reserve Fund” means any special reserve fund created by the Authority pursuant to Section 31-25-107(9)(a)(III) of the Act to provide for the Authority’s pro rata portion of any property taxes that are refunded by the County to the taxpayer to the extent that there are not sufficient property taxes due to the Authority for the County Treasurer to offset the Authority’s pro rata portion of any such refunds against any subsequent payments due to the Authority for the urban renewal project, all as provided in such Section of the Act. “Rebate Fund” means the fund by that name established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Rebate Fund” below. “Record Date” means the fifteenth (15th) day of the calendar month (whether or not a Business Day) immediately preceding any Interest Payment Date. B-6 “Reserve Fund” means the fund by that name established pursuant to Section 4.02 of the Indenture. The Reserve Fund shall secure only the payment of the Debt Service Requirements on the Series 2021 Bonds, unless otherwise provided in the resolution or indenture authorizing the issuance of Additional Bonds. Additional Bonds may only be secured by the Reserve Fund to the extent that the City’s Replenishment Resolution is amended by the City Council, in its sole discretion, to include the increase in the Reserve Fund Requirement resulting from the issuance of such Additional Bonds. In the event that the City’s Replenishment Resolution is not so amended, the Reserve Fund shall secure only the payment of the Debt Service Requirements on the Series 2021 Bonds. See “Flow of Funds” and “Reserve Fund” below. “Reserve Fund Requirement” means, as of the date of any calculation as required in the Indenture, the least of (a) 10% of the proceeds of the Series 2021 Bonds, (b) the Maximum Annual Debt Service Requirements on the Outstanding Series 2021 Bonds, or (c) 125% of the Average Annual Debt Service Requirements on the Outstanding Series 2021 Bonds. To the extent that the Reserve Fund secures both the Series 2021 Bonds and Additional Bonds, the Reserve Fund Requirement means, as of the date of any calculation as required hereunder, the least of (a) 10% of the proceeds of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, (b) the Maximum Annual Debt Service Requirements on the Outstanding Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, or (c) 125% of the Average Annual Debt Service Requirements on the Outstanding Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund. “Revenue Fund” means the fund by that name established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Revenue Fund” below. “Series 2021 Bonds” means the “Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021” issued pursuant to the provisions of the Indenture. “State” means the State of Colorado. “Subordinate Obligations” means any obligation issued or incurred by the Authority and payable from the Trust Estate on a basis which is subordinate to the claim thereon which secures the Bonds. “Tax Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. “Trust Estate” means and shall consist of the Pledged Revenues and the rights, property and interests pledged and assigned by the Authority under the Indenture to the Trustee pursuant to the Granting Clauses of the Indenture. “Trust Funds” means, collectively, the Revenue Fund, the Bond Fund and the Reserve Fund. Notwithstanding the foregoing, or any other provisions hereof, the Reserve Fund created under this Indenture shall only secure the payment of the Series 2021 Bonds, and not any Additional Bonds hereafter issued, unless the resolution or indenture authorizing the issuance of Additional Bonds provides that such Additional Bonds shall be secured by the Reserve Fund. The 2021 Costs of Issuance Fund and the Rebate Fund shall be held by the Trustee under the terms of the Indenture, but shall not constitute Trust Funds hereunder and shall not secure the payment of the Bonds. “Trustee” means BOKF, N.A., duly organized and existing under and by virtue of the laws of the United States of America, having a corporate trust office in Denver, Colorado, and its successors, and any successor Trustee at the time serving as successor trustee hereunder. “2018 Lender” means BOKF, N.A. d/b/a Colorado State Bank and Trust, in its capacity of lender of the 2018 Loan, and its successors and assigns. B-7 “2018 Loan” means the loan made by the 2018 Lender to the Authority in the original principal amount of $6,375,000 as evidenced by a promissory note, and made in accordance with the terms and provisions of the 2018 Loan Agreement. “2018 Loan Agreement” means the Loan Agreement dated as of October 18, 2018 between the Authority and the 2018 Lender relating to the 2018 Loan. “2021 Costs of Issuance Fund” means the 2021 Costs of Issuance Fund established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “2021 Costs of Issuance Fund” below. “2021 Improvement Project” means the completion of certain redevelopment projects to be undertaken pursuant to the Act and the Urban Renewal Plan that will be funded with a portion of the net proceeds of the Series 2021 Bonds. “2021 Project” means, collectively, the 2021 Refunding Project and the 2021 Improvement Project. “2021 Refunding Project” means the refunding and defeasance in whole of the 2018 Loan with a portion of the net proceeds of the Series 2021 Bonds. “Underwriter” means Piper Sandler & Co., the underwriter of the Series 2021 Bonds. Limited Obligations; Lien Priority; Pledge All Bonds issued under the Indenture and at any time Outstanding shall in all respects be equally and ratably secured hereby, without preference, priority or distinction on account of the date or dates or the actual time or times of the issuance of the Bonds, so that all Bonds at any time issued and Outstanding under the Indenture shall have the same right and preference under and by virtue of the Indenture, and shall all be equally and ratably secured thereby. The Series 2021 Bonds shall be special, limited obligations of the Authority secured by an irrevocable pledge of and payable solely from the Trust Estate, except to the extent otherwise provided in the Indenture. The Owners of the Series 2021 Bonds may not look to any general or other fund of the Authority for the payment of principal of or interest thereon except the Trust Estate. The Series 2021 Bonds shall not constitute a debt or indebtedness of the State or of any county, municipality or public body of the State, other than the Authority, within the meaning of any Constitutional, home rule charter, or statutory debt limitation or restriction. In no event shall the Series 2021 Bonds give rise to a general obligation or liability of the Authority, the City, the State, or any of its political subdivisions, or give rise to a charge against their general credit or taxing powers or be payable out of any funds or properties other than the Trust Estate. Neither the members, officials, staff, attorneys or consultants of the Authority, or the City, nor any Persons executing the Series 2021 Bonds, shall be personally liable on the Series 2021 Bonds or subject to any personal liability or accountability by reason of the issuance thereof. The Series 2021 Bonds shall constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Trust Estate. In the Indenture, the Authority irrevocably pledges, but not necessarily exclusively, the Trust Estate to the payment of the Debt Service Requirements of the Bonds. This pledge shall be valid and binding from and after the date of the delivery of the Bonds. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided in the Indenture shall be governed by §11-57-208 of the Supplemental Act, the Bond Resolution and the Indenture. The revenues pledged for the payment of the Bonds, as received by or otherwise credited to the Authority, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the B-8 contractual provisions made in the Indenture shall have priority over any or all other obligations and liabilities of the Authority except any Additional Bonds hereafter authorized and issued in accordance with the provisions of the Indenture. The lien of such pledge shall be valid, binding, and enforceable as against all persons or entities having claims of any kind in tort, contract, or otherwise against the Authority (except as otherwise provided in the Indenture) irrespective of whether such persons or entities have notice of such liens. Establishment of Funds; Trust Funds The Indenture creates the following Trust Funds to be held by the Trustee: the Revenue Fund; the Bond Fund and within the Bond Fund, the Interest Account and the Principal Account; the Reserve Fund; and the 2021 Costs of Issuance Fund. Moneys and investments in each of the funds shall be used only and exclusively as provided in the Indenture (described below). The Revenue Fund, The Bond Fund and the Reserve Fund constitute Trust Funds pursuant to the Indenture. The 2021 Costs of Issuance Fund is not a Trust Fund. The Indenture also creates, to the extent funded, the Rebate Fund, which is held by the Trustee but does not constitute a Trust Fund for purposes of the Indenture. Moneys in the Rebate Fund shall be used only as provided in the Indenture (described below). Moneys held in the Rebate Fund shall not be part of the Trust Estate and shall not be subject to the lien created by the Indenture. Revenue Fund After all payments and deposits that are required to be made to the Property Tax Reserve Fund, if any, have been made or provided for, on or prior to the last day of each month the Authority shall remit to the Trustee for deposit in the Revenue Fund all Pledged Property Tax Increment Revenues received by the Authority, until such time as no further deposits are required therein as set forth below. Amounts deposited in the Revenue Fund shall be applied by the Trustee to the following purposes in the following order of priority in each Fiscal Year: (1) All amounts deposited in the Revenue Fund during any Fiscal Year shall be transferred to the Interest Account until the total of the amounts on deposit in the Interest Account shall equal the portion of Debt Service Requirements for such Fiscal Year representing interest on the Series 2021 Bonds, on a pari passu basis with any transfers required to be made to any interest account securing Additional Bonds. (2) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfer required by the Indenture has been made or provided for shall be transferred to the Principal Account until the amount on deposit in the Principal Account shall equal the portion of Debt Service Requirements for such Fiscal Year representing principal of the Series 2021 Bonds scheduled to mature or that are subject to mandatory sinking fund redemption in such Fiscal Year, subject to the provisions of the Indenture, on a pari passu basis with any transfers required to be made to any principal account securing Additional Bonds. (3) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfers required by the Indenture have been made or provided for shall be transferred to the Reserve Fund, to the extent that the amount on deposit in the Reserve Fund is less than the then- applicable Reserve Fund Requirement, on a pari passu basis with any transfers required to be made to any separate reserve fund securing Additional Bonds. (4) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfers required by the Indenture have been made or provided for shall be transferred to the B-9 Rebate Fund to the extent required by the Indenture on a pari passu basis with any transfers required to be made to any separate rebate fund created in connection with the issuance of any Additional Bonds. After all amounts required to be deposited in the Bond Fund (and any bond fund securing Additional Bonds), the Reserve Fund (and any reserve funds securing Additional Bonds) and the Rebate Fund (and any rebate funds created in connection with the issuance of Additional Bonds) have been made during any Fiscal Year as set forth above, or there is on deposit in the Revenue Fund sufficient money to make all remaining payments and transfers from the Revenue Fund as required by the Indenture for the remainder of the then current Fiscal Year, the Authority shall no longer be required to remit Pledged Property Tax Increment Revenues to the Trustee and any excess amounts remaining on deposit with the Trustee in the Revenue Fund after all such required amounts are on deposit in such funds shall be transferred to the Authority for any lawful purpose of the Authority. The Authority may also direct the Trustee in writing to apply any such excess amounts to the payment of Subordinate Obligations. If during any Fiscal Year the Authority has deposited all required Pledged Property Tax Increment Revenues to the Revenue Fund and is no longer making deposits to the Revenue Fund, and thereafter it is determined by the Trustee that further expenditures are required pursuant to the provisions of the Indenture, the Trustee shall notify the Authority in writing and the Authority shall resume transferring Pledged Property Tax Increment Revenues to the Trustee for deposit to the Revenue Fund. Bond Fund There shall be deposited in the Interest Account (a) all required transfers from the Revenue Fund as specified in the Indenture, (b) all required transfers from the Reserve Fund to pay interest on the Bonds secured thereby as specified in Section 4.06 of the Indenture and any reserve fund created in connection with the issuance of any Additional Bonds, and (c) all other moneys held or received by the Trustee under and pursuant to any of the provisions of this Indenture which are required or which are accompanied by directions not inconsistent with the provisions of the Indenture that such moneys are to be deposited in the Interest Account. Amounts on deposit in the Interest Account shall be used solely to pay the interest on the Bonds as and when the same becomes due. Notwithstanding the foregoing or any other provision of the Indenture, amounts on deposit in the Interest Account from transfers from the Reserve Fund (to the extent that the Reserve Fund does not secure the payment of any Additional Bonds) shall be applied solely to pay the interest on the Series 2021 Bonds. There shall be deposited in the Principal Account (a) all required transfers from the Revenue Fund as specified in the Indenture, (b) all required transfers from the Reserve Fund to pay principal on the Bonds secured thereby as specified in the Indenture and any reserve fund created in connection with the issuance of any Additional Bonds, and (c) all other moneys held or received by the Trustee under and pursuant to any of the provisions of the Indenture which are required or which are accompanied by directions not inconsistent with the provisions of the Indenture that such moneys are to be deposited in the Principal Account. Amounts on deposit in the Principal Account shall be used solely to pay the principal of and premium, if any, on the Bonds as and when the same becomes due at maturity or prior redemption thereof pursuant to the terms of the Indenture. Notwithstanding the foregoing or any other provision of the Indenture, amounts on deposit in the Principal Account from transfers from the Reserve Fund (to the extent that the Reserve Fund does not secure the payment of any Additional Bonds) shall be applied solely to pay the principal on the Series 2021 Bonds. Reserve Fund Upon the issuance of the Series 2021 Bonds, there shall be deposited in the Reserve Fund proceeds of the Series 2021 Bonds or other available moneys of the Authority in the amount of the Reserve Fund Requirement ($_________). In the event that Additional Bonds are issued that are secured by the Reserve Fund, there shall be deposited in the Reserve Fund proceeds of such Additional Bonds or other available moneys of the Authority in an amount sufficient to satisfy the Reserve Fund Requirement B-10 in effect after the issuance of such Additional Bonds. In the event that, five (5) Business Days prior to any Interest Payment Date, the amount on deposit in the Principal Account shall be less than the principal of the Bonds secured by the Reserve Fund maturing or subject to mandatory sinking fund redemption on such Interest Payment Date or the amount on deposit in the Interest Account shall be less than the interest on the Bonds secured by the Reserve Fund coming due on such Interest Payment Date, an amount equal to such deficiency shall be transferred from the Reserve Fund to the Principal Account or Interest Account, as the case may be, and applied to the payment of such interest or principal on the Bonds secured by the Reserve Fund. The money so used shall be replaced to the Reserve Fund from moneys deposited in the Revenue Fund after the deposits required by the Indenture have been made, and, if necessary, from any moneys received from the City pursuant to the City’s Replenishment Resolution. Amounts on deposit in the Reserve Fund may also be used to make the final debt service payments due on the Series 2021 Bonds and any Additional Bonds secured by the Reserve Fund or for the purpose of refunding or defeasing Bonds secured by the Reserve Fund or discharging the Indenture in accordance with the Indenture by paying or providing for the payment of such Bonds. If at any time the Reserve Fund is not funded at an amount equal to the Reserve Fund Requirement, and to the extent any such deficiency is not replenished from Pledged Revenues as set forth above or from another source, the Trustee shall provide written notice to the Executive Director of the Authority and the City Manager setting forth the amount of any such deficiency and requesting that the City replenish the Reserve Fund pursuant to and as provided in the City’s Replenishment Resolution. Any such written notice shall include instructions for making the payment to the Trustee. The Replenishment Resolution provides that within 90 days after the City’s receipt of a written notice from the Trustee of a draw or a deficiency in the Reserve Fund, to the extent that such draw or deficiency has not been replenished by another source, the City shall replenish the Reserve Fund to the Reserve Fund Requirement from legally available funds of the City, subject to appropriation by the City Council in its sole discretion. Any such City payment shall be deposited in the Reserve Fund in immediately available funds pursuant to the instructions set forth in the Written Notice. In the event that the Trustee receives money from the City in excess of the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement, any such excess shall be returned to the City. While the City Council has agreed in the City’s Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation and is never required to do so. The City’s Replenishment Resolution shall not create or constitute a debt, liability or multiple fiscal year financial obligation of the City. Failure by the City Council to appropriate moneys to replenish the Reserve Fund pursuant to the City’s Replenishment Resolution shall never constitute an Event of Default under the Indenture. Any City replenishment of the Reserve Fund shall constitute a loan by the City to the Authority which shall be payable from Pledged Revenues on a basis that is subordinate to the repayment of the Bonds in accordance with the Cooperation Agreement. The Trustee shall determine the balance on deposit in the Reserve Fund as of December 31 of each year and upon any principal payment of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, whether at stated maturity or upon optional or mandatory redemption, and upon the defeasance of all or a portion of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund. The Trustee shall also immediately determine the balance on deposit in the Reserve Fund upon any withdrawal from the Reserve Fund. Nothing in the Indenture shall prevent the Trustee from making more frequent determinations of valuation. In the event that the amount on deposit in the Reserve Fund is at any time more than the Reserve Fund Requirement, the Trustee shall transfer such excess moneys to the Bond Fund to be used to pay the Debt Service Requirements on the Bonds and any Additional Bonds secured by the Reserve Fund. Nothing in the Indenture shall be construed as limiting the right of the Authority to substitute for the cash deposit required to be maintained in the Reserve Fund a letter of credit, surety bond, insurance policy, agreement guaranteeing payment or other undertaking by a financial institution to ensure that cash in the amount otherwise required to be maintained in the Reserve Fund will be available to the Authority B-11 as needed. Any such credit instrument shall be deposited with the Trustee, who shall ascertain the necessity for a claim against or draw upon the credit instrument and provide notice to the issuer of such credit instrument in accordance with its terms prior to the Interest Payment Date. If a letter of credit is substituted for the cash deposit required to be maintained hereunder, the Trustee shall draw upon such letter of credit prior to its expiration or termination unless an alternate credit instrument conforming with the provisions hereof has been substituted therefor or the amount otherwise required to be maintained hereunder is on deposit in the Reserve Fund. 2021 Costs of Issuance Fund There shall be deposited in the 2021 Costs of Issuance Fund proceeds of the sale of the Series 2021 Bonds or other available moneys in the amount set forth in the Indenture. Moneys held in the 2021 Costs of Issuance Fund shall be used to pay Costs of Issuance related to the Series 2021 Bonds as directed in writing by the Authority Representative. Any amounts held in the 2021 Costs of Issuance Fund that are not required to pay such Costs of Issuance shall, at the written direction of the Authority Representative, be transferred to the Interest Account of the Bond Fund or shall be remitted to the Authority to finance a portion of the costs of the 2021 Improvement Project. The 2021 Costs of Issuance Fund is not a Trust Fund and shall not secure the payment of the Bonds. Excess Moneys in Trust Funds Any amounts remaining in any Trust Fund after payment in full of the principal of, premium, if any, and interest on the Bonds, the reasonable fees, charges and expenses of the Trustee and all other amounts required to be paid hereunder, shall be paid to the Authority to be used for any lawful purpose of the Authority. Rebate Fund Upon written request of the Authority Representative, there shall be deposited into the Rebate Fund amounts transferred from the Revenue Fund as required to comply with Section 148(f) of the Tax Code and the Tax Compliance Certificate. In addition, notwithstanding any other provision of the Indenture, upon the written request of the Authority Representative, any investment income or other gain on moneys in any of the funds or accounts may be transferred to the Rebate Fund to enable the Authority to satisfy the requirements of Section 148(f) of the Tax Code. Moneys in the Rebate Fund shall be paid to the United States in the amounts and at the times required by the Tax Code. Any excess moneys contained in the Rebate Fund shall, at the written request of the Authority Representative, be transferred to the Bond Fund. Moneys held in the Rebate Fund shall not be part of the Trust Estate and shall not be subject to the lien created by the Indenture. Investment of Moneys Any moneys held as part of any fund held by the Trustee shall be invested and reinvested by the Trustee, at the written direction of the Authority, in Permitted Investments in accordance with the provisions of the Investment Instructions. Absent written direction, the Trustee shall invest funds into the Federated Treasury Obligations Fund (TOSXX) as standing instructions. All Investment Instructions shall comply with applicable law and with the provisions set forth in the Tax Compliance Certificate and the Indenture. Any such investments shall be held in the name of the Trustee, as Trustee under the Indenture. The Trustee shall sell and reduce to cash a sufficient amount of such investments whenever the cash balance in any fund is insufficient to make a required payment from such fund or upon the written direction of the Authority. The Trustee shall incur no liability for any such investments or reinvestments hereunder except in the case of its gross negligence or failure to comply with any provision of the Investment Instructions. B-12 The Authority covenants and certifies to the Trustee and to and for the benefit of the purchasers and Owners of the Outstanding Bonds that so long as any of the Bonds remain Outstanding, moneys on deposit in any fund or account created in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will be invested in accordance with the Investment Instructions, the Tax Compliance Certificate and the Indenture. Pursuant to such covenants, the Authority obligates itself to comply throughout the term of the issue of the Bonds with the requirements of the Tax Code and any regulations promulgated thereunder. The Authority shall direct the Trustee to take all such action as shall be necessary to insure compliance with such covenants of the Authority. Obligations purchased as a result of an investment or reinvestment of moneys in any of the funds held by the Trustee shall be deemed at all times to be a part of such fund and the accounts therein, except as further provided. Any interest or other gain as a result of any investments or reinvestments of moneys in the Reserve Fund shall be retained in the Reserve Fund until the amount on deposit therein equals the Reserve Fund Requirement and thereafter any interest or other gain in excess of such amount shall be transferred to the Revenue Fund, unless such amount must be rebated to the federal government, in which case such excess amount shall be transferred to the Rebate Fund. Any interest accruing on or any gain realized from the investment or reinvestment of the Revenue Fund, the Bond Fund, the 2021 Costs of Issuance Fund or the Rebate Fund shall be credited or retained in such fund. Any loss resulting from any authorized investment or reinvestment of moneys in any of the funds shall be charged to such fund or account without liability to the Authority or the Trustee or to the commissioners, officers, staff, attorneys, consultants, agents and employees thereof. For the purpose of determining at any given time the balance in any fund or account, any such investment or reinvestment constituting a part of such fund or account shall be valued at the lower of cost or the then estimated or appraised market value of such investment or reinvestment. The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment thereafter absent receipt of written notice or information to the contrary. Investments permitted under the Indenture may be purchased from the Trustee or from any of its affiliates. The Trustee shall not be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of the Indenture. The Authority acknowledges that regulations of the Comptroller of the Currency grant the Authority the right to receive brokerage confirmations of the security transactions as they occur. The Authority specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements from the Trustee which will detail all investment transactions. Additional Bonds; Subordinate Obligations Additional Parity Bonds. Additional Bonds may be issued, authenticated and delivered for the purpose of providing the Authority with funds for any lawful purpose of the Authority, so long as (i) no Default or Event of Default has occurred and is at the time continuing under the Indenture, (ii) all amounts required to be on deposit in the funds and accounts established under the Indenture are on deposit therein, or will be on deposit therein upon the issuance of such Additional Bonds, and (iii) the requirements set forth below have been satisfied. The Additional Bonds of each such series shall be authenticated by the Trustee and, upon payment to the Trustee of the proceeds of said sale of such Additional Bonds, such Additional Bonds shall be delivered by the Trustee to or upon the order of the original purchaser thereof, but only upon there being filed with the Trustee, such original purchaser, and the Authority: B-13 (a) original, executed counterparts of a resolution of the Board authorizing the issuance of the Additional Bonds and an indenture, or similar document, related thereto; (b) an opinion of Bond Counsel to the effect that the issuance of the Additional Bonds and the execution thereof have been duly authorized, all conditions precedent to the delivery thereof have been fulfilled, and that the exclusion from gross income for federal income tax purposes of the interest on the Series 2021 Bonds will not be adversely affected by the issuance of the proposed Additional Bonds; (c) a certificate of the Authority Representative addressed to the Trustee establishing that the Pledged Revenues for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the date of the issuance of such Additional Bonds were at least 125% of the Maximum Annual Debt Service Requirements of the combination of the Bonds then Outstanding, and the Additional Bonds proposed to be issued; provided, however, that any Bonds to be refunded with the proceeds of any such Additional Bonds shall be excluded for purposes of such calculation; and (d) a written order to the Trustee by the Authority to authenticate and deliver the Additional Bonds to the original purchaser therein identified upon payment to the Trustee of a specified sum plus any accrued interest. Notwithstanding the foregoing, in the case of Additional Bonds issued for the purpose of refunding less than all of the Bonds then Outstanding, compliance with Section 2.12(a)(iii) of the Indenture shall not be required so long as the Debt Service Requirements payable on all Bonds Outstanding after the issuance of such Additional Bonds in each Fiscal Year does not exceed the Debt Service Requirements payable on all Bonds outstanding prior to the issuance of such Additional Bonds in each Fiscal Year. Each series of Additional Bonds issued pursuant to the Indenture shall be equally and ratably secured with the Series 2021 Bonds and all other series of Additional Bonds, if any, theretofore issued pursuant to the Indenture, without preference, priority or distinction of any such Bonds over any other thereof; provided however that Additional Bonds may be issued with or without a reserve fund. Subordinate Bonds. So long as no Event of Default has occurred and is at the time continuing, the Authority may issue Subordinate Obligations for any lawful purpose; provided however, that the documents pursuant to which any such Subordinate Obligations is issued shall not provide for acceleration of the payment of such Subordinate Obligations. Senior Lien Bonds Prohibited. The Authority shall not issue bonds or other securities payable from the Pledged Revenues that have a lien on all or a portion of the Pledged Revenues that is prior and superior to the lien thereon of the Bonds without the prior written consent of the owners of 100% of the aggregate principal amount of the Outstanding Bonds. Obligations Not Secured by Trust Estate. Nothing in the Indenture shall affect the power of the Authority to issue obligations not secured by any portion of the Trust Estate. General Covenants of the Authority In the Indenture, the Authority makes the following covenants, among others: Payment of Principal, Premium, if Any, and Interest. The Authority covenants that it shall promptly pay the principal of, premium, if any, and interest on every Bond issued under the Indenture at the place, on the dates and in the manner provided therein and in said Bonds according to the true intent and meaning thereof. The principal of, premium, if any, and interest on the Bonds shall be payable solely from the Trust Estate and shall not constitute an indebtedness, financial obligation or liability of the City, B-14 the State or any political subdivision thereof other than the Authority, and neither the City, the State nor any political subdivision thereof other than the Authority shall be liable thereon. Further, the Bonds shall not constitute a debt, indebtedness, financial obligation or liability of the City within the meaning of any constitutional, statutory or charter debt limitation or provision applicable to the City. Neither the members, officials, staff, attorneys or consultants of the Authority, or the City, nor any Persons executing the Bonds, shall be liable personally on the Bonds or subject to any personal liability or accountability by reason of the issuance thereof. Performance of Covenants; Authority. The Authority shall faithfully perform at all times any and all covenants, requirements, undertakings, stipulations and provisions set forth in the Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining thereto. Instruments of Further Assurance. The Authority shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular the amounts pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. The Authority, except as specifically provided in the Indenture, shall not encumber or otherwise dispose of all or any part of the Trust Estate or the Rebate Fund. Inspection of Records. All books and records in the possession of the Authority relating to the 2021 Project, the Plan, the Pledged Revenues and the Trust Estate shall at all reasonable times be open to inspection by such accountants or other agents as the Trustee may from time to time designate, provided, however, that the Trustee shall have no duty or obligation to inspect or cause such inspection. List of Owners. The Trustee shall keep the registration books of the Authority, together with the principal amounts and numbers of each series of Bonds. At reasonable times and under reasonable regulations established by the Trustee, the registration books of a series of Bonds may be inspected and copied by the Authority or by Owners (or a designated representative thereof) of twenty-five percent (25%) or more in principal amount of such series of Bonds then Outstanding, such possession or ownership and the authority of such designated representative to be evidenced to the satisfaction of the Trustee. Amendments to Plan, Compliance with Cooperation Agreement. The Plan may be amended by the City, but the Authority shall not request that an amendment be made and shall contest or cause to be contested any amendment proposed by the City that would (a) result in a failure of the Plan, as so amended, to comply with the requirements of the Indenture, (b) result in an Event of Default by the Authority under the Indenture, or (c) adversely and materially affect the security for the Bonds. The Authority covenants and agrees that the Authority shall comply with the Act and the terms and provisions of the Cooperation Agreement from time to time in effect. Use of Proceeds. The Authority covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in the Indenture. The Authority covenants and agrees that the Authority shall diligently and in a sound and economical manner carry out and continue to completion, or cause to be carried out and continued to completion, with all practicable dispatch, the 2021 Project in accordance with its duty so to do under and in accordance with the Act, the Plan, and the Resolution. Books and Accounts; Financial Statements. The Authority covenants and agrees that it shall at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the 2021 Project, the Pledged Revenues, and all funds and accounts relating to the 2021 Project, and shall prepare B-15 within one hundred eighty days (six months) after the close of each Fiscal Year a complete financial statement or statements for such year in reasonable detail covering the 2021 Project, the Pledged Revenues, and all other funds or accounts relating to the 2021 Project, certified by a certified public accountant or firm of certified public accountants selected by the Authority, and shall furnish a copy of such statement or statements to any Owner upon written request therefor and to the Trustee. Protection of Security and Rights of Owners. To the extent permitted by law, the Authority covenants and agrees to preserve and protect the security of the Bonds and the rights of the Owners and to defend their rights under all claims and demands of all Persons. Without limiting the generality of the foregoing, the Authority covenants and agrees to contest or cause to be contested by litigation, court action or otherwise, to the extent permitted by law, (a) any action or claim made in any action or proceeding to which the Authority is a party or in which the subject of such action or claim is that the Pledged Revenues or Trust Funds pledged hereunder cannot be paid to or by the Authority for the Debt Service Requirements on the Bonds, or any other action or claim affecting the validity of the Bonds or materially diluting or materially adversely affecting the security therefor, and (b) any assertion by the United States of America or any department or agency thereof or any other Person that the interest received by the Owners of the Series 2021 Bonds is includible in gross income for purposes of federal income taxation. The Authority covenants and agrees to knowingly take no action which would result in (i) the Pledged Revenues being withheld from the Trustee, or (ii) the interest received by the Owners of the Series 2021 Bonds becoming includible in gross income for purposes of federal income taxation. Maintenance of Existence. To the extent permitted by law, the Authority covenants and agrees to take no action to terminate its existence except in compliance with Section 31-25-115(2) of the Act, which requires that adequate arrangements be made for the payment of outstanding obligations. Discharge of Lien If the Authority shall pay or cause to be paid, or there shall otherwise be paid or provision for payment made, to the Owners of the Bonds, the principal of and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Authority shall pay or cause to be paid to the Trustee all sums of money due or to become due to the Trustee, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge the lien of the Indenture, and execute and deliver to the Authority such instruments in writing as shall be required to release the lien of the Indenture, and reconvey, release, assign and deliver unto the Authority any and all of the estate, right, title and interest in and to any and all rights or property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture, except cash and securities held by the Trustee for the payment of the principal of and interest on the Bonds. Any Bond shall be deemed to be paid within the meaning of the Indenture and for all purposes of the Indenture when payment of the principal of such Bond plus interest thereon to the due date thereof either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing in trust and irrevocably setting aside exclusively for such payment (A) moneys sufficient to make such payment, (B) Federal Securities (which shall not contain provisions permitting the redemption thereof at the option of the issuer) maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (C) a combination of such cash and Federal Securities. At such times as a Bond shall be deemed to be paid thereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the benefits of the Indenture, except for the purposes of any such payment from such moneys and Federal Securities. B-16 In the event that any Bond is deemed to have been paid and defeased in accordance with (ii) of the preceding paragraph, then in connection therewith, the Authority shall cause to be delivered to the Trustee a verification report of an independent nationally recognized certified public accountant. The release of the obligations of the Authority as described above shall be without prejudice to the right of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred on or about the administration of and performance of its powers and duties under the Indenture. Events of Default and Remedies Defaults; Events of Default. The occurrence of any of the following events is declared in the Indenture to constitute an Event of Default: (a) Default in the due and punctual payment of interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof; (c) a material default in the performance or observance of any other of the covenants, requirements, agreements or conditions on the part of the Authority set forth in the Indenture (except for the continuing disclosure covenant) or in the Bonds and failure to remedy the same after notice thereof (as described in “Notice of Defaults Under Section 8.01(c); Opportunity to Cure); or (d) the Authority shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition seeking reorganization of the Authority under the federal bankruptcy laws or any other applicable law of the United States of America, which petition, if filed without the consent of the Authority, shall be determined by the court to be meritorious, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority, or of the whole or ten percent (10%) or more of its property. Remedies, Rights of Owners. (a) Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds; provided that acceleration shall not be a remedy available to enforce such payment. (b) If an Event of Default shall have occurred and be continuing and if requested to do so by the Owners of twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds and provided that indemnification is furnished as set forth in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by the Remedies section of the Indenture (Section 8.02), as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners. (c) No remedy conferred upon or reserved to the Trustee (or to the Owners) by the terms of the Indenture is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners under the Indenture or now or hereafter existing at law or in equity. (d) No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of B-17 Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. (e) No waiver of an Event of Default under the Indenture, whether by the Trustee or by the Owners, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. Rights of Owners to Direct Proceedings. Anything in the Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the Indenture, or for the appointment of a receiver or any other proceedings hereunder, provided that such direction shall not be otherwise than in accordance with the provisions of law and of the Indenture. Appointment of Receivers. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, earnings, income, products and profits thereof, pending a determination of such proceedings, with such powers as the court making such appointment shall confer. Waiver. Upon the occurrence of an Event of Default, to the extent that such rights may then lawfully be waived, neither the Authority, nor anyone claiming through or under it, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws of any jurisdiction now or hereafter in force, in order to prevent or hinder the enforcement of the Indenture, and the Authority, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys, including without limitation the reasonable fees and expenses of attorneys and advisors, and of the fees, expenses and advances incurred or made by the Trustee, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: FIRST, to the payment to the Persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and SECOND, to the payment to the Persons entitled thereto of the unpaid principal of and premium, if any, on any of the Bonds which shall have become due (other than Bonds matured or called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), with interest on such Bonds from the respective dates upon which they became due (with interest on overdue installments of interest, to the extent permitted by law, at the rate of interest borne by the respective Bond) and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the Persons entitled thereto without any discrimination or privilege; and THIRD, to be held for the payment to the Persons entitled thereto as the same shall become due of the principal of and premium, if any, and interest on the Bonds which may thereafter become due either at maturity or upon call for redemption prior to maturity and, if the amount available B-18 shall not be sufficient to pay in full Bonds due on any particular date, together with interest then due and owing thereon, payment shall be made ratably according to the amount of principal due on such date to the Persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions described, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal of, premium, if any, and interest on all Bonds have been paid under the provisions described above and all reasonable expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be disbursed as provided in “Excess in Trust Funds” in the Indenture. Remedies Vested in Trustee. All rights of action (including the right to file proof of claims) under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, any such suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee without the necessity of joining as plaintiffs or defendants any Owner of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the Owners of the Outstanding Bonds. Rights and Remedies of Owners. No Owner shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of the Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy under the Indenture, unless, (a) a Default has occurred of which the Trustee has been notified as provided in the Indenture, or of which by said subsection it is deemed to have notice, unless such Default shall have become an Event of Default and the Owners of twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in their own name or names, they have offered to the Trustee indemnity as provided in the Indenture, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name. Such notification, request and offer of indemnity are hereby declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture, or for the appointment of a receiver or for any other remedy under the Indenture; it being understood and intended that no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by its, his, her or their action or to enforce any right hereunder except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and for the equal and ratable benefit of the Owners of all Outstanding Bonds. However, nothing set forth in the Indenture shall affect or impair the right of any Owner to enforce the payment of the principal of, premium, if any, and interest on any Bond at and after the maturity thereof, or the obligation of the Authority to pay the principal of, premium, if any, and interest on each of the Bonds issued under the Indenture to the respective Owners at the time, place, from the source and in the manner expressed in the Bonds. Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under the Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been B-19 discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to the Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Waivers of Events of Default. The Trustee may, with the consent of the Owners of a majority in aggregate principal amount of Bonds then Outstanding, waive any Event of Default under the Indenture and its consequences, and notwithstanding anything else to the contrary contained in the Indenture, shall do so upon the written request of the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding; provided, however, that there shall not be waived any Event of Default in the payment of the principal of or interest on any Outstanding Bonds unless prior to such waiver or rescission, all arrears of principal and interest, both, to the extent permitted by law, with interest at the rate of interest borne by the respective Bond on overdue installments, and all reasonable expenses of the Trustee in connection with such Event of Default shall have been paid or provided for. In case of any such waiver or rescission, then and in every such case the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Default or impair any right consequent thereon. Notice of Defaults Under Section 8.01(c); Opportunity to Cure. Anything in the Indenture to the contrary notwithstanding, including but not limited to Section 8.05 of the Indenture, no Default under Section 8.01(c) of the Indenture shall constitute an Event of Default until actual notice of such Default by registered or certified mail shall be given to the Authority by the Trustee or by the Owners of not less, than twenty-five percent (25%) in aggregate principal amount of all Outstanding Bonds and the Authority shall have had 30 days after receipt of such notice to correct said Default or cause said Default to be corrected, and shall not have corrected said Default or caused said Default to be corrected within the applicable period; provided, however, if said Default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Authority within the applicable period and diligently pursued until the Default is corrected. Certain Provisions Related to the Trustee The Indenture contains provisions that set forth the express terms and conditions regarding the duties and liabilities of the Trustee. Certain of those provisions are summarized below. Indemnification of Trustee. Before taking the action referred to in Sections 8.02 (Remedies) or 8.07 (Remedies Vested in Trustee) of the Indenture, the Trustee may require that a satisfactory indemnity bond be furnished by or on behalf of the Owners for the reimbursement of all expenses to which it may be caused to incur and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence, default or non-conformity with applicable law in connection with any such action. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for all reasonable fees and expenses as set forth in accordance with its agreement with the Authority, which, notwithstanding any other provision hereof, may be amended at any time by agreement of the Authority and the Trustee without the consent of or notice to the Owners. Notice to Owners if Default Occurs. If a Default occurs of which the Trustee is required by the Indenture to take notice or if notice of Default be given as provided in the Indenture, then the Trustee shall promptly give notice thereof by registered or certified mail to the Owner of each Bond on the list of Owners required by the terms of the Indenture to be kept at the Principal Corporate Trust Office of the Trustee. Intervention by Trustee. In any judicial proceeding to which the Authority is a party and which in the reasonable opinion of the Trustee and its counsel has a substantial bearing on the interests of the B-20 Owners of the Bonds, the Trustee may intervene on behalf of Owners and, upon receipt of indemnification or security satisfactory to the Trustee, shall do so if requested in writing by the Owners of at least twenty-five percent (25%) of the aggregate principal amount of Outstanding Bonds. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee under the Indenture and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges, duties, obligations, responsibilities and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything in the Indenture to the contrary notwithstanding. Resignation by Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days written notice thereof by registered or certified mail (a) to the Authority and (b) to the Owner of each Bond as shown by the list of Owners required by the Indenture to be kept by the Trustee, and such resignation shall not take effect until the appointment of a successor Trustee by the Owners or by the Authority. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Removal of Trustee. The Trustee may be removed at any time by resolution of the Board or by an instrument or concurrent instruments in writing delivered to the Trustee and to the Authority and signed by the Owners of a majority in aggregate principal amount of Outstanding Bonds. No removal of the Trustee shall be effective until the appointment of a successor Trustee by the Authority or by the Owners, as the case may be. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after receipt by the Trustee of an instrument of removal of the Trustee, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Appointment of Successor Trustee. In case the Trustee shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Authority or by the Owners of a majority in aggregate principal amount of Outstanding Bonds by an instrument or concurrent instruments in writing signed by such Owners, or by their attorneys in fact duly authorized, a copy of which shall be delivered personally or sent by registered mail to the Authority. Every such Trustee appointed pursuant to the provisions of described above shall be a trust company or bank in good standing having a reported capital and surplus of not less than $50,000,000 if there be such an institution willing, qualified and able to accept the trust upon customary terms. Acceptance by Any Successor Trustee. Every successor Trustee appointed shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties, obligations and responsibilities of its predecessor; but such predecessor shall, nevertheless, on the written request of the Authority Representative, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys, documents and records held by it as the Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor estate, rights, powers and B-21 duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where the Indenture shall have been filed or recorded, if any. Supplemental Indentures Supplemental Indentures Not Requiring Consent of Owners. The Authority and the Trustee may, without consent of or notice to any of the Owners, enter into an indenture or indentures supplemental to the Indenture for any one or more of the following purposes so long as such action does not materially adversely affect the rights of the Owners under the Indenture: (a) to cure any ambiguity or formal defect or omission in the Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners or the Trustee, or to impose any additional covenants, duties or responsibilities upon the Trustee for the benefit of the Owners or the Authority; (c) to subject to the Indenture additional revenues, properties or collateral; (d) to modify, amend or supplement the Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) to provide for the issuance of Additional Bonds pursuant to and subject to the provisions of Section 2.12 of the Indenture; (f) to evidence the succession of a new Trustee hereunder; (g) To preserve or protect the excludability from gross income for federal income tax purposes of the interest allocable to the Bonds; (h) to permit continued compliance with the Tax Compliance Certificate; or (i) to make any other amendment to the terms and provisions of the Indenture that is not materially adverse to the interests of the Owners of the Bonds. (j) Supplemental Indentures Requiring Consent of Owners. Exclusive of supplemental indentures permitted by the Indenture and subject to the terms and provisions set forth below, and not otherwise, the Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, from time to time, anything set forth in the Indenture to the contrary notwithstanding, to consent to and approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions set forth in this Indenture or in any supplemental indenture; provided, however, that nothing in the Indenture shall permit, or be construed as permitting, without the consent of the Owners of all Bonds Outstanding who are materially adversely affected thereby, (a) an extension of the maturity of the principal of, or the interest on, any Bond issued hereunder, or (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, or (c) a privilege or priority of any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indentures, or (e) the creation of any lien ranking B-22 prior to or on a parity with the lien of the Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (f) the deprivation of the Owner of any Outstanding Bond of the lien hereby created on the Trust Estate. If at any time the Authority shall request the Trustee to enter into any such supplemental indenture for any of the purposes described above, the Trustee shall, upon being satisfactorily indemnified with respect to reasonable actual expenses, cause notice of the proposed execution of such supplemental indenture to be given by registered or certified mail to the Owner of each Bond. Such notices shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the Principal Corporate Trust Office of the Trustee for inspection by all Owners. If, within 60 days or such longer period as shall be prescribed by the Authority following such notices, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding or of all Bonds Outstanding who are materially adversely affected thereby, as the case may be, at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as provided in the Indenture, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as described above, the Indenture shall be and be deemed to be modified and amended in accordance therewith. C-1 APPENDIX C BOOK-ENTRY ONLY SYSTEM DTC will act as securities depository for the Series 2021 Bonds. The Series 2021 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered certificate will be issued for each maturity of the Series 2021 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book- entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2021 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2021 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2021 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2021 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2021 Bonds, except in the event that use of the book-entry system for the Series 2021 Bonds is discontinued. To facilitate subsequent transfers, all Series 2021 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2021 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2021 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2021 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. C-2 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2021 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2021 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2021 Bond documents. For example, Beneficial Owners of Series 2021 Bonds may wish to ascertain that the nominee holding the Series 2021 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2021 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2021 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Series 2021 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, interest and redemption proceeds on the Series 2021 Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest or redemption proceeds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2021 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2021 Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2021 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, a body corporate and politic of the State of Colorado (the “State”) duly organized and existing as an urban renewal authority under the laws of the State (the “Authority”), in connection with the issuance of its Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $_________ (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”) between the Authority and BOKF, N.A., as Trustee. The Authority covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Authority for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean, initially, the Authority, or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation. “Fiscal Year” shall mean the period beginning on January 1 of a calendar year and ending on December 31 of the same calendar year, or such other 12-month period as may be adopted by the Issuer in accordance with law. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system, which is currently available at http://emma.msrb.org. “Official Statement” means the final Official Statement prepared in connection with the Bonds. “Participating Underwriter” shall mean, collectively, the original underwriters of the Bonds required to comply with the Rule in connection with an offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as in effect on the date of this Disclosure Certificate. D-2 SECTION 3. Provision of Annual Reports. a. The Authority shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of each Authority fiscal year, commencing nine (9) months following the end of the Authority’s fiscal year ending December 31, 2021, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Authority shall provide the Annual Report to the Dissemination Agent (if other than the Authority). The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Authority may be submitted separately from the balance of the Annual Report. The information to be updated may be reported in any format chosen by the Authority; it is not required that the format reflected in the Official Statement be used in future years. b. If the Authority is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Authority shall file or cause to be filed with the MSRB, in a timely manner, a notice in substantially the form attached to this Disclosure Certificate as Exhibit “A.” SECTION 4. Content of Annual Reports. The Authority’s Annual Report shall contain or incorporate by reference the following: a. A copy of its annual financial statements, if any, prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. b. An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Bonds. Any or all of the items listed above may be incorporated by reference from other documents, including official statements, which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Authority shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Listed Events. The Authority shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, notice of any of the events listed below with respect to the Bonds. All of the events currently mandated by the Rule are listed below; however, some may not apply to the Bonds: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; D-3 (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person;1 (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation2 of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 2 For purposes of the events identified in subparagraphs (b)(5)(i)(C)(15) and (16) of the Rule, the term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been otherwise provided to the MSRB consistent with the Rule. In complying with Listed Events (15) and (16), the Authority intends to apply the guidance provided by the Rule or other applicable federal securities law, SEC Release No. 34-83885 (August 20, 2018) and any future guidance provided by the SEC or its staff. D-4 of a financial obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation2 of the obligated person, any of which reflect financial difficulties. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word-searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Authority’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Bonds; (ii) the date that the Authority shall no longer constitute an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Bonds. SECTION 8. Dissemination Agent. (a) The Authority may, from time to time, appoint or engage a Dissemination Agent to assist the Authority in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Authority elects not to appoint a successor Dissemination Agent, it shall perform the duties thereof under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate and any other agreement between the Authority and the Dissemination Agent. (b) In addition to the filing duties on behalf of the Authority described in this Disclosure Certificate, the Dissemination Agent shall: (1) each year, prior to the date for providing the Annual Report, determine the appropriate electronic format prescribed by the MSRB; (2) send written notice to the Authority at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) certify in writing to the Authority that the Annual Report has been provided pursuant to this Disclosure Certificate and the date it was provided. D-5 (4) If the Annual Report (or any portion thereof) is not provided to the MSRB by the date required in Section (3)(a), the Dissemination Agent shall file with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit A. SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Authority may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Bonds, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Authority will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Authority chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Authority to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Authority to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Authority, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds and shall create no rights in any other person or entity. DATE: November __, 2021 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE Chair D-6 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Name of Bond Issue: Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $________. Date of Issuance: November __, 2021. CUSIP NUMBERS: ______________________ NOTICE IS HEREBY GIVEN that the Authority has not provided an Annual Report with respect to the Bonds as required by the Continuing Disclosure Certificate dated November __, 2021, by the Authority. The Authority anticipates that the Annual Report will be filed by _____________ ___, 20___. Dated: ______________, _____ WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE Executive Director D-7 EXHIBIT “B” INDEX OF OFFICIAL STATEMENT TABLES TO BE UPDATED See page -iv- of this Official Statement (THIS PAGE INTENTIONALLY LEFT BLANK) E-1 APPENDIX E FORM OF OPINION OF BOND COUNSEL [Closing date] Wheat Ridge Urban Renewal Authority 7500 West 29th Avenue Wheat Ridge, Colorado 80033 $___________ Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 Ladies and Gentlemen: We have acted as bond counsel to the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), in connection with its issuance of the above- captioned bonds (the “Bonds”) pursuant to an authorizing resolution of the Board of Commissioners of the Authority adopted on June 15, 2021 (the “Resolution”), and an Indenture of Trust dated as of November __, 2021 (the “Indenture”), between the Authority and BOKF, N.A., as trustee (the “Trustee”). In such capacity, we have examined the Authority’s certified proceedings, the Resolution, the Indenture and such other documents and such law of the State of Colorado and of the United States of America as we have deemed necessary to render this opinion letter. Capitalized terms not used otherwise defined herein shall have the meanings ascribed to them in the Indenture. Regarding questions of fact material to our opinions, we have relied upon the Authority’s certified proceedings and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon such examination, it is our opinion as bond counsel that: 1. The Bonds are valid and binding special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys legally available from the Trust Estate, including the funds and accounts pledged therefor under the Indenture. 2. The Indenture has been duly authorized by the Authority, duly executed and delivered by authorized officials of the Authority, and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and binding obligation of the Authority. 3. The Indenture creates a valid lien on the Pledged Revenues pledged therein for the security of the Bonds on a parity with Additional Bonds (if any) to be issued. Except as described in this paragraph, we express no opinion regarding the priority of the lien on the Pledged Revenues or on funds and accounts created by the Indenture. E-2 4. Interest on the Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date hereof (the “Tax Code”), and interest on the Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The opinions expressed in this paragraph assume continuous compliance with the covenants and representations contained in the Authority’s certified proceedings and in certain other documents and certain other certifications furnished to us. 5. Under the laws of the State of Colorado in effect as of the date hereof, the Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State of Colorado. The opinions expressed in this opinion letter are subject to the following: The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. In this opinion letter issued in our capacity as bond counsel, we are opining only upon those matters set forth herein, and we are not passing upon the accuracy, adequacy or completeness of the Official Statement related to the Bonds or any other statements made in connection with any offer or sale of the Bonds or upon any federal or state tax consequences arising from the receipt or accrual of interest on or the ownership or disposition of the Bonds, except those specifically addressed herein. This opinion letter is issued as of the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, BUTLER SNOW LLP F-1 APPENDIX F MARKET STUDY (THIS PAGE INTENTIONALLY LEFT BLANK) I‐70 Kipling Corridors Urban Renewal Area Market Analysis Wheat Ridge, Colorado September 22, 2021 Prepared for: Renewal Wheat Ridge 7500 W. 29th Avenue Wheat Ridge, CO Prepared by: www.arlandllc.com 720.244.7678 t 303.338.3834 t (THIS PAGE INTENTIONALLY LEFT BLANK) Table of Contents I. Executive Summary ............................................................................................................................. 1 II. Introduction ....................................................................................................................................... 12 III. Development Program ...................................................................................................................... 13 IV. Employment and Demographic Conditions ..................................................................................... 14 4.1 Employment .................................................................................................................................. 14 4.2 Metro Denver Demographics ....................................................................................................... 16 V. Single Family Attached Residential .................................................................................................. 18 5.1 Residential Trade Area ................................................................................................................. 18 5.2 Single Family Attached Residential Development ..................................................................... 20 5.3 Metro Denver Residential Real Estate Trends ........................................................................... 20 5.4 Metro Denver Residential Demand Forecast ............................................................................. 23 5.5 Residential Trade Area Housing Market Trends ......................................................................... 24 5.6 Residential Trade Area Townhome Market.................................................................................27 5.7 Single Family Attached Housing Demand Forecasts .................................................................. 29 VI. Multifamily Residential ...................................................................................................................... 32 6.1 Metro Denver Multifamily Market .............................................................................................. 32 6.2 Residential Trade Area Multifamily Market ................................................................................ 32 6.3 Multifamily Demand .................................................................................................................... 36 6.4 Multifamily Capture Rate Calculation ......................................................................................... 38 6.5 Multifamily Residential Valuation Assessment .......................................................................... 39 VII. Retail ................................................................................................................................................. 42 7.1 Metro Denver Retail Market ....................................................................................................... 42 7.2 Retail Trade Area Market ............................................................................................................ 42 7.3 Retail Demand.............................................................................................................................. 47 7.4 Retail Capture Rate Calculation .................................................................................................. 48 7.5 Retail Valuation ............................................................................................................................ 49 VIII. Hotel .................................................................................................................................................. 55 8.1 Hotel, Industrial and Office Trade Area ...................................................................................... 55 8.2 Metro Denver Hotel Market ........................................................................................................ 56 8.3 Hotel Trade Area Market ............................................................................................................. 57 8.4 Hotel Demand .............................................................................................................................. 62 8.5 Hotel Capture Rate Calculation ................................................................................................... 64 8.6 Hotel Valuation ............................................................................................................................ 64 IX. Office ................................................................................................................................................. 67 9.1 Metro Denver Office Market ....................................................................................................... 67 Page 3 9.2 Office Trade Area ......................................................................................................................... 67 9.3 Office Demand .............................................................................................................................. 71 9.4 Office Capture Rate Calculation .................................................................................................. 73 9.5 Office Valuation ........................................................................................................................... 74 X. Industrial ........................................................................................................................................... 78 10.1 Industrial Market Characteristics ................................................................................................ 78 10.2 Industrial Demand ....................................................................................................................... 82 10.3 Industrial Capture Rate Calculation ............................................................................................ 84 10.4 Industrial Valuation ...................................................................................................................... 84 10.5 Rocky Mountain Bottle Company Improvements ..................................................................... 86 Tables Table 1. District Planned and Under Construction Projects ............................................................................ 1 Table 2. Summary Development Project Schedule ...................................................................................... 10 Table 3. Summary Market Valuation at Initial Year ....................................................................................... 11 Table 4. District Planned and Under Construction Projects ......................................................................... 13 Table 5. Denver‐Aurora MSA Employment Trends ....................................................................................... 15 Table 6. Denver‐Aurora MSA Employment Forecasts ................................................................................. 16 Table 7. I‐70 Kipling Single Family Attached ................................................................................................. 20 Table 8. Metro Denver Residential Building Permit Trends ......................................................................... 21 Table 9. Metro Denver Existing Home Sales Trends .................................................................................... 23 Table 10. Metro Denver Housing Demand Forecast .................................................................................... 24 Table 11. City of Wheat Ridge Residential Building Permit Trends .............................................................. 25 Table 12. Jefferson County Existing Home Sales Trends ............................................................................. 26 Table 13. Jefferson County New Home Sales Trends ................................................................................... 27 Table 14. Trade Area Comparable Townhome Projects ............................................................................... 28 Table 15. Trade Area Forecast Single Family Attached Annual Housing Demand ...................................... 30 Table 16. Single‐family Attached Capture Rate Calculation .......................................................................... 31 Table 17. Single family Attached Valuation Analysis ..................................................................................... 31 Table 18. Metro Denver Multifamily Characteristics .................................................................................... 32 Table 19. Multifamily Trade Area Inventory, 2016 to Q2 2021 ...................................................................... 33 Table 20. Multifamily Projects Proposed, Planned and Under Construction ............................................. 37 Table 21. Multifamily Capture Rate Calculation ............................................................................................ 39 Table 22. Multifamily Comparable Projects .................................................................................................. 40 Table 23. Assessor’s Values per Unit ..............................................................................................................41 Table 24. Multifamily Assessed Value Summary ...........................................................................................41 Table 25. Summary Value and Schedule for Outlook at Clear Creek Crossing .............................................41 Table 26. Metro Denver Retail Characteristics ............................................................................................. 42 Table 27. Retail Trade Area Inventory, 2016 to Q2 2021 ............................................................................... 43 Table 28. Retail Projects Proposed, Planned, and Under Construction ...................................................... 47 Table 29. Retail Capture Rate Calculation .................................................................................................... 49 Table 30. Trade Area Comparable Retail Projects ........................................................................................ 50 Table 31. Retail / Restaurant Assessed Value Summary .............................................................................. 52 Table 32. Fitness Retail Assessed Value Summary ....................................................................................... 52 Table 33. Kum & Go (Gas and Convenience) Assessed Value Summary ..................................................... 52 Table 34. QSR and Auto Retail Assessed Value Summary ........................................................................... 53 Table 35. Auto Services Assessed Value Summary ...................................................................................... 53 Page 4 Table 36. Summary Value and Schedule for District Retail .......................................................................... 54 Table 37. Metro Denver Hotel Characteristics ............................................................................................. 57 Table 38. Hotel Trade Area Inventory, 2016 to Q2 2021 ............................................................................... 57 Table 39. Hotel Projects Proposed, Planned, and Under Construction ...................................................... 63 Table 40. Hotel Capture Rate Calculation .................................................................................................... 64 Table 41. Comparable Hotel Projects ............................................................................................................ 65 Table 42. Assessor’s Values per Hotel Room................................................................................................ 66 Table 43. Hotel Assessed Value Summary .................................................................................................... 66 Table 44. Summary Value and Schedule for Hampton Inn at Clear Creek Crossing ................................... 66 Table 45. Metro Denver Office Characteristics ............................................................................................ 67 Table 46. Office Trade Area Inventory, 2016 to Q2 2021 .............................................................................. 68 Table 47. Office Projects Proposed, Planned and Under Construction ...................................................... 72 Table 48. Comparable Medical Office Projects ............................................................................................ 74 Table 49. Assessor’s Values per MOB Square Foot ...................................................................................... 75 Table 50. Office (MOB) Assessed Value Summary ....................................................................................... 76 Table 51. Summary Value and Schedule for SCL Health Medical Office Building ....................................... 77 Table 52. Assessor’s Value per Credit Union Square Foot ........................................................................... 77 Table 53. Summary Value and Schedule for Foothills Credit Union at Clear Creek Crossing ..................... 77 Table 54. Metro Denver Industrial Characteristics ....................................................................................... 78 Table 55. Industrial Trade Area Inventory, 2016 to Q2 2021 ......................................................................... 79 Table 56. Industrial Projects Proposed, Planned, and Under Construction ............................................... 83 Table 57. Industrial Capture Rate Calculation .............................................................................................. 84 Table 58. Trade Area Comparable Industrial Projects ................................................................................. 85 Table 59. Assessor’s Values per Industrial Square Foot .............................................................................. 86 Table 60. Industrial Assessed Value Summary ............................................................................................. 86 Table 61. Summary Values and Schedules for District Industrial ................................................................. 86 Table 62. Summary Values for the Rocky Mountain Bottle Company ........................................................ 88 Figures Figure 1. Planned Projects in I‐70 Kipling Corridors Urban Renewal District ................................................. 1 Figure 2. Planned Projects in I‐70 Kipling Urban Renewal District ............................................................... 13 Figure 3. Clear Creek Crossing ........................................................................................................................14 Figure 4. Metro Denver Demographic Trends and Forecasts ...................................................................... 17 Figure 5. I‐70 Kipling Residential and Retail Trade Area Map (7‐Mile Radius) ............................................ 18 Figure 6. Residential Trade Area Demographic Trends and Forecasts ....................................................... 19 Figure 7. Comparable Townhome Projects .................................................................................................. 29 Figure 8. Trade Area Multifamily................................................................................................................... 33 Figure 9. Multifamily Vacancy Rates, 2016 to Q2 2021 ................................................................................. 34 Figure 10. Multifamily Unit Construction / Deliveries, 2016 to Q2 2021 ....................................................... 34 Figure 11. Multifamily Unit Net Absorption, 2016 to Q2 2021 ....................................................................... 35 Figure 12. Multifamily Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 ........................... 36 Figure 13. Multifamily Effective Rent Per Square Foot, 2016 to Q2 2021 ..................................................... 36 Figure 14. Multifamily Planned, Proposed and Under Construction ........................................................... 38 Figure 15. Multifamily Comparable Projects ................................................................................................. 40 Figure 16. Trade Area Retail .......................................................................................................................... 43 Figure 17. Retail Trade Area Vacancy Rates, 2016 to Q2 2021 ...................................................................... 44 Figure 18. Retail Space Net Deliveries, 2016 to Q2 2021 ............................................................................... 44 Figure 19. Retail Market Absorption, 2016 to Q2 2021 ................................................................................. 45 Figure 20. Retail Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 .................................... 46 Figure 21. Retail Market Rent per Square Foot, 2016 to Q2 2021 ................................................................. 46 Page 5 Figure 22. Retail Projects Planned, Proposed and Under Construction ...................................................... 48 Figure 23. Comparable Retail Projects ........................................................................................................... 51 Figure 24. Hotel, Industrial, and Office Trade Areas .................................................................................... 55 Figure 25. Hotel, Office, and Industrial Trade Area Demographic Trends and Forecasts .......................... 56 Figure 26. Trade Area Hotels ......................................................................................................................... 58 Figure 27. Hotel Average Occupancy Rates, 2016‐to Q2 2021 ...................................................................... 59 Figure 28. Hotel Monthly Occupancy Rates, 2016 to Q2 2021...................................................................... 59 Figure 29. Hotel Room Construction / Deliveries, 2016 to Q2 2021 .............................................................. 60 Figure 30. Average Hotel Demand and Supply (Monthly), 2016‐Q2 2021.................................................... 60 Figure 31. Hotel Average Daily Rates and Revenues per Available Room, 2016 to Q2 2021 ....................... 61 Figure 32. Hotel Average Daily Rates by Month, 2016 to 2019 .................................................................... 62 Figure 33. Hotel Projects Proposed, Planned, and Under Construction ..................................................... 63 Figure 34. Comparable Hotel Projects .......................................................................................................... 65 Figure 35. Trade Area Office .......................................................................................................................... 68 Figure 36. Office Trade Area Vacancy Rates, 2016 to Q2 2021 ..................................................................... 69 Figure 37. Office Space Deliveries, 2016 to Q2 2021 ..................................................................................... 69 Figure 38. Office Space Net Absorption, 2015 to Q2 2021 ............................................................................ 70 Figure 39. Office Deliveries, Net Absorption, and Vacancy Rates, 2015 to Q2 2021 ................................... 70 Figure 40. Office Market Rent per Square Foot, 2016 to Q2 2021 ................................................................ 71 Figure 41. Office Projects Proposed, Planned and Under Construction ..................................................... 73 Figure 42. Comparable Medical Office Projects ........................................................................................... 75 Figure 43. Trade Area Industrial .................................................................................................................... 79 Figure 44. Industrial Trade Area Vacancy Rates, 2016 to Q2 2021 ............................................................... 80 Figure 45. Industrial Space Deliveries, 2016 to Q2 2021` .............................................................................. 80 Figure 46. Industrial Space Net Absorption, 2016 to Q2 2021 ...................................................................... 81 Figure 47. Industrial Deliveries, Net Absorption and Vacancy, 2016 to Q2 2021 ......................................... 81 Figure 48. Industrial Market Rent per Square Foot, 2016 to Q2 2021.......................................................... 82 Figure 49. Industrial Projects Proposed, Planned, and Under Construction .............................................. 83 Figure 50. Industrial Comparable Projects ................................................................................................... 85 Page 1 I. EXECUTIVE SUMMARY Figure 1. Planned Projects in I‐70 Kipling Corridors Urban Renewal District Source: City of Wheat Ridge Table 1. District Planned and Under Construction Projects Map ID Project Units / SF / Rooms Location Status 1 Single Family Attached (Ridge at Ward Road Station and the Hance Ranch Townhomes) 264 52nd and Ward Under Construction 2Rocky Mountain Bottle Co.‐‐5151 Miller St. Construction Complete 3Industrial (Axis 70 West) 142,200 I‐70 and Parfet Under Construction 4Clear Creek Crossing I‐70 and State Highway 58 Multifamily 310 Under Construction Retail / Restaurant 25,000 Planned Office (Foothills Credit Union) 15,170 Under Construction Medical Office Building 130,000 Planned Gas Station 5,700 with 16 pumps Complete Fitness 111,000 Planned Hotel (Hampton Inn) 125 Planned 5 Hinkle Plumbing 9,968 Complete 6 Applewood Village Retail 6,500 Planned 7Christian Brothers Automotive 5,300 Under Construction Source: City of Wheat Ridge Page 2 Planned projects, projects under construction, and recently completed projects in the District are shown in Figure 1 and described in Table 1. PROJECT SCOPE Proposed development addressed in this report includes single family attached, multifamily, retail, hotel, office and industrial projects planned for the I‐70 Kipling Corridor Urban Renewal Area (“District”). These projects have been assessed in light of current and anticipated real estate market characteristics and trends within Metro Denver and defined project trade areas. This report has been completed during the SARS‐CoV‐2 (Coronavirus) outbreak in 2020 and 2021. At the time of this report, the impacts of the Coronavirus outbreak upon national and local real estate markets has not been fully determined. The findings in this report have been based on the most current real estate market information available prior and during the Coronavirus outbreak. Market performance and absorption potential that may occur in the District given impacts from the Coronavirus outbreak may be different, possibly materially, from the findings and conclusions detailed in this report. SUMMARY Demographics & Employment Demographic and employment trends and forecasts presented for Metro Denver have exhibited positive trends in recent years. Forecast Metro Denver population and household growth rates are projected to remain steady though 2025 with 31,900 residents and 22,143 households added annually. Employment trends in the Denver / Aurora, MSA have been positive over the last 5 years with 24,300 jobs added. Employment levels have declined slightly, and unemployment has risen slightly since year‐ end 2019 as a result of the Covid‐19 outbreak. o The Denver / Aurora, MSA employment levels reached their lowest point in April 2020 at 1.36 million jobs and has since increased by approximately 131,000 jobs. o Unemployment in the Denver / Aurora, MSA reached its highest level in April 2020 (12.4%), however, unemployment levels have decreased steadily with unemployment decreasing to its current level of 6.6% as of April 2021. Forecast residential trade area population and household growth rates are projected to remain steady through 2025 with 5,971 residents and 2,426 households added annually. The residential trade area is a 7‐mile radius around the planned townhomes units at 52nd Avenue and Ward Road. Residential Market Trends (Metro Denver) Activity in the Metro Denver and Jefferson County residential real estate market has remained positive during the review period (2016 ‐ April 2021). New construction of residential units in Metro Denver has stabilized over the past five years with building permits averaging 21,057 annually. Existing (resale) single‐family detached and attached home sales trends have remained positive in recent years. Page 3 o From 2016 through 2020, Metro Denver existing (resale) home sale trends (detached) experienced average annual home price appreciation over 5% and decreasing months supply of inventory. o From 2016 through 2020, Jefferson County existing (resale) home sale trends (detached) experienced average annual home price appreciation totaling approximately 5% and decreasing months supply of inventory. Single Family Residential (Attached) Project Assessment (Trade Area) Planned residential development in the District includes 264 single‐family attached townhome units with anticipated development over a five‐year period from 2020 through 2024. The townhome units are located near the Ward Road Station. There are eight active, most comparable, single‐family attached townhome projects in the trade area and immediate vicinity of the project. Comparable townhome projects have registered 295 sales from 2018 through May 2021 with sale prices ranging from $317,832 to $684,900 per unit. The District is well located near major employment opportunities (Denver Central Business District, Union Square, Denver‐West), regional shopping (Colorado Mills, Belmar, Downtown Arvada), and recreation areas (Wheat Ridge Recreation Center, Clear Creek Valley Park). The District is located near major and local transportation routes (I‐70, Highway 58) and has commuter rail access (RTD G ‐ Line). Since the onset of Covid‐19, local and regional residential real estate trends have been positive for new and existing home sales with historically low inventory levels and increasing average sale prices. Limited supply of single‐family (detached and attached) residential homes has driven strong demand for new home sales in the trade area. The Ridge at Ward Station and Hance Ranch projects have experienced significant buyer demand with all available units sold. Average anticipated single‐family attached (townhome) absorption equals an average of 53 units per year from 2020 through 2024, resulting in a low capture rate of 6% to 8% of categorized forecast trade area single‐family attached housing demand. Average single‐family attached (townhome) home prices have an estimated average value of $475,614 per unit. King & Associates, Inc. has reviewed the absorption forecast for the District and believes it reasonable given review and assessment of regional and trade area residential housing market conditions. King & Associates, Inc. further believes the absorption forecast is reasonable in consideration of new home prices anticipated in the District averaging $475,614 per single‐family attached (townhome) unit. Multifamily Market Trends (Metro Denver) The Metro Denver multifamily market has seen positive absorption and net deliveries between 2016 and Q2 2021. Page 4 Metro Denver multifamily lease rates have seen a gradual increase to $1.87 per square foot by Q2 2021. Metro Denver multifamily vacancy rates have consistently ranged from 6.1% to 7.5%. Multifamily Project Assessment (Trade Area) The trade area for multifamily encompasses the same trade area as the single family attached trade area (7‐mile radius). The trade area multifamily market is comprised of 1,458 buildings in 51,823 units. Since 2016, 8,584 units in 83 buildings have been added to the trade area. Trade area vacancy rates have ranged from 5.5% to 7.2% since 2016. Vacancy rates in the second quarter of 2021 (“Q2 2021”) are estimated at 6.1%. There have been deliveries to the multifamily trade area every year since 2016 with positive absorption every year during this time period. Trade area lease rates have also seen a net increase from $1.54 in 2016 to $1.80 per square foot in Q2 2021. Comparable projects include ten projects recently built in the trade area. Average effective rents for these projects are $2.30 per square foot. Approximately 2,880 units are proposed or under construction in the trade area. Trade area multifamily demand (on an average annual basis) is estimated at 1,670 multifamily units annually. The District is planned for approximately 310 multifamily units at the Outlook at Clear Creek Crossing. ArLand land Use Economics has reviewed the proposed project. Its capture rate at 6% is very low and reasonable given the assessment of regional and trade area market conditions. The anticipated valuation from the project at an estimated effective rent of $2.16 per square foot is competitive and reasonable given trade area comparables averaging $2.30 per square foot. The trade area value of multifamily units on a per unit basis ranges from $270,000 to $300,000 per unit with an average of $285,000 per unit valuation. Clear Creek Crossing is still under construction and in lease up. ArLand Land Use Economics believes that rent levels will increase to a level commensurate with comparable projects in the trade area as construction is completed and the community is established. Overall project valuation should reflect and be commensurate with comparable trade area projects. Retail Market Trends (Metro Denver) The Metro Denver retail market has seen a continual increase in inventory between 2016 to Q2 2021. Metro Denver lease rates have seen a gradual increase between 2016 and Q2 2021 from $16.17 to $18.50 per square foot (triple net). Page 5 Net absorption ranged from approximately 1.8 to 2 million square feet annually between 2016 and 2018. In 2019, it dropped to 44,000 square feet. Negative absorption was seen in 2020 as a result of Covid impacts. Q2 2021 saw a return to positive absorption of over 100,000 square feet. Retail Project Assessment (Trade Area) The trade area for retail encompasses the same trade area as the residential trade area (7‐ mile radius). The trade area retail market is comprised of nearly 31 million square feet. Since 2016, approximately 1.15 million square feet has been added to the trade area. Trade area vacancy rates have ranged from 3.8% to 5.6% since 2016. There have been deliveries to the retail trade area every year since 2016. Net absorption was negative in 2019 and 2020. Retail demand is forecast to range from 230,000 to 320,000 square feet on an annual average basis from 2021 to 2025 based on trends seen in 2016 to 2020. Approximately 144,000 square feet of retail is proposed or under construction in the trade area. The District is planned for approximately 160,000 square feet of retail including 136,000 square feet of retail at Clear Creek Crossing. ArLand land Use Economics has reviewed the proposed projects. The capture rate at 11% to 16% is reasonable given the assessment of regional and trade area market conditions. The valuation of retail projects ranges from $70 per square foot to $484 per square foot based on the retail type, specific plans as well as specific tenants. o General highway oriented retail / restaurant: $332 per square foot o Fitness retail: $70 per square foot o Gas station / convenience retail: $484 per square foot o Quick serve and auto services retail: $430 per square foot o Auto services retail alone: $318 per square foot The anticipated valuations from the planned projects is believed to be in line with prevailing market conditions. Hotel Market Trends (Metro Denver) The Metro Denver hotel market was severely impacted by the Coronavirus outbreak. However, Metro Denver saw additional hotel projects delivered annually during 2016 to Q2 2021 Occupancies ranged from 73.1% to 73.7% from 2016 to 2019. They dipped to 56.4% in 2020 and Q2 2021 occupancies are estimated at 45.4%. Average daily rates ranged from $123.93 to $132.79 between 2016 and 2019. In Q2 2021, they are estimated at $84.75. Revenues per available room have also dipped. Hotel Market Assessment (Trade Area) The trade area for hotels encompasses much of the western Denver metropolitan area and is broader than the residential trade area. It generally includes parts of Denver, Westminster, Page 6 Arvada, Wheat Ridge, Lakewood, and Jefferson County. Similar to the residential trade area, the area has seen continual growth since 2010. The average annual growth rate between 2010 and 2025 (forecast) is 1.2% annually (similar to the residential trade area). The trade area hotel market is comprised of 6,504 rooms in 73 hotel buildings. Since 2016, 1,050 hotels in 10 buildings have been added to the trade area. Trade area average occupancy rates ranged from 70% to 72.4% between 2016 and 2019. With the advent of the pandemic, they dipped to 48.4% in 2020 and are estimated at 47.4% in Q2 2021. The hotel trade area has seen new hotels delivered every year with the exception of 2020. Average daily rates and revenues per available room had seen a general annual increase between 2016 and 2019. In 2019, average daily rates were $111.61 and revenues per available room were $82.21. Hotel demand is forecast at 215 hotel rooms on an average annual basis between 2021 and 2025. Approximately 840 hotel rooms are either planned or proposed in the trade area. The District is planned for 125 hotel rooms at a planned Hampton by Hilton at Clear Creek Crossing. ArLand land Use Economics has reviewed the proposed project. The capture rate of the project at 53% of future demand is a little high given the assessment of regional and trade area market conditions. However, the project is reasonable given that it has a competitive advantage relative to other proposed trade area hotel projects. The proposed Hampton Inn location is in close proximity to the relocated 630,000 square foot SCL Health Hospital (delivery expected in 2024). In addition to the future travelling public, the hotel’s future customers are likely to be hospital and medical office visitors and others affiliated with patients at the hospital. The anticipated valuation rate from the Hampton Inn project is likely to be comparable with its upper midscale product category. Comparable upper midscale hotel trade area projects are valued from $90,000 per room to nearly $110,000 per room with an adjusted average value of $105,000 per room. As travel “normalizes” and returns, and as the SCL Health hospital is built and occupied, ArLand Land Use Economics believes that the mid and long term forecasts for the hotel are positive and in line with the past successes of other similar hotels in the trade area. Office Market Trends (Metro Denver) The Metro Denver office market was severely impacted by the Coronavirus pandemic. Metro Denver office inventory increased and deliveries continued during 2016 to Q2 2021 Metro Denver vacancies increased to 13.6% in 2020 and are estimated at 16.1% in 2021. Metro Denver office annual net absorption ranged from 298,711 square feet to 2.7 million square feet between 2016 and 2019. Negative net absorption was seen in 2020 and 2021. Metro Denver average office lease rates, however, continued to see increases ranging from $26.67 in 2016 to $30.42 in Q2 2021 (full service). Page 7 Office Market Assessment (Trade Area) The trade area for office is similar to that of hotels which encompasses much of the western Denver metropolitan area. The trade area office market is comprised of 22.4 million square feet in 1,143 buildings. Since 2016, 346,618 square feet of office space in 10 buildings have been added to the trade area. Trade area vacancy rates have ranged from 8.7% to 10.4% between 2016 and Q2 2021. The vacancy rate in Q2 2021 is estimated at 10.4%. The office trade area has seen deliveries every year with the exception of 2020. Net absorption between 2016 and Q2 2021 was 715,800 square feet with an annual average absorption of 130,150 square feet. Lease rates continued to see a general positive upswing between 2016 and Q2 2021 ranging from $20.86 to $23.95 per square foot (full service). Average annual office trade demand is forecast at 130,000 square feet annually from 2021 through 2025. Approximately 3.8 million square feet of office is proposed or under construction in the trade area. There are a number of build‐to‐suits. A number of the office buildings were announced prior to the pandemic. Given the uncertainty, the dates of estimated deliveries of some of these planned projects are likely to be pushed out. The District is planned for a 15,170 square foot office building for the Foothills Credit Union (build‐to‐suit). Its estimated market value is approximately $456 per square foot. Additionally, a 130,000 square foot Medical Office Building (MOB) is planned for construction and delivery in 2025 and 2026 adjacent to the new SCL hospital. ArLand land Use Economics has reviewed the proposed projects. Given the forecast demand and significant number of planned projects in the trade area, demand is difficult to enumerate at this point in time particularly for the MOB. Vacancy rates at comparable MOBs (including those around St. Anthony’s Hospital in Lakewood) are estimated at 19.1%. Despite the current uncertainty, because this would be the first MOB in the new location adjacent to the relocated SCL Health hospital, it is anticipated that there would be significant demand among medical personnel affiliated with the hospital and associated businesses. Further, planned medical office space is anticipated to be completed during 2025‐2026 when the effects of Covid‐19 have likely subdued. There are also some project uncertainties. Currently, it is unclear whether the old MOBs adjacent to the current SCL Health Hospital location will remain (or will be redeveloped into other uses). It is also unclear whether the medical and non‐medical tenants in the MOBs adjacent to SCL’s current location will ultimately also relocate, although over time, there will likely be a strong interest in relocating, particularly for those tenants that require convenient hospital access. Anticipated rents from the proposed MOB is likely to be comparable with new Class A MOBs and range from $24 to $31 per square foot (full service). The average valuation for comparable MOBs is approximately $275 per square foot (2021). Although ArLand Land Use Economics believes that the MOB will ultimately be successful, we would recommend that the office market potentials be reviewed again prior to proposed Page 8 construction. At that time, the office market would be normalized and better understood. The status of competitive office buildings would also be clearer at that time. Industrial Market Trends (Metro Denver) The Metro Denver industrial market was also impacted by the Coronavirus pandemic, although in a more positive way The Metro Denver Industrial inventory is estimated at about 220 million square feet. The market delivered new industrial space to the market annually during this time period and positive absorption was also seen every year. Annual net deliveries ranged from 3.3 million square feet to 5.1 million square feet while absorption ranged from 2 million square feet to 3.6 million square feet between 2016 and 2020. Metro Denver industrial vacancies ranged from 3.3% to 6.9% between 2016 and Q2 2021. Metro Denver average lease rates continued to see increases ranging from $6.96 to $8.36 per square foot (triple net). Industrial Market Assessment (Trade Area) The trade area for industrial is similar to that of hotels and office which encompasses much of the western Denver metropolitan area. The trade area industrial market is comprised of 223 million square feet of space in 760 buildings. Since 2016, 530,000 square feet of space in 18 buildings have been added to the trade area. Trade area vacancy rates have ranged from a very low 1.1% to 2.3% between 2016 and Q2 2021. The vacancy rate in Q2 2021 is estimated at 2.3%. The industrial trade area has seen deliveries every year with the exception of Q2 2021. Trade area net absorption between 2016 and Q2 2021 was 541,217 square feet with an annual average absorption of 98,403 square feet. In 2018, the trade area saw negative net absorption of 85,220 square feet. Lease rates continued to see a general positive upswing between 2016 and Q2 2021 ranging from $9.52 to $11.76 (triple net). Average annual industrial trade demand is forecast to range from 98,400 square feet to 145,300 square feet annually from 2021 through 2025. The trade area has 262,258 square feet of industrial space either proposed or under construction in the trade area. A 142,200 square foot industrial project, Axis 70 West at I‐70 and Parfet is currently under construction in the District. It is 100% pre‐leased. Although the capture rate for this project ranges from 31% to 62%, ArLand Land Use Economics considers this very reasonable since 6 of the 7 proposed industrial projects in the trade area are 100% preleased indicating significant demand for industrial projects. The trade area comparable valuations for the 142,200 square foot industrial project is approximately $88 per square foot. The 9,968 square foot industrial building for Hinkle Plumbing at 38th and Kipling was built in 2020‐2021. The assessor’s market value for the building is $81 per square foot. Page 9 An additional industrial project in the District, the Rocky Mountain Bottle Company (RMBC), invested $86 million in its plant and equipment from 2018 through 2020 to upgrade and replace equipment to maximize energy efficiency, lower emissions, improve reliability, and safety. The glass container manufacturing company is a joint venture between Owens‐Illinois Inc. and MillerCoors. The building permit valuation for the improvements to the plant and equipment made at the Rocky Mountain Bottle Company in 2018 was $86 million. The improvements were completed in 2020. In 2021, the Jefferson County Assessor’s office valued the entire building and improvements at $48.8 million including the original building and equipment as well as the improvements. Because the parent company has a large number of properties in Jefferson County, the RMBC valuation was part of a larger agreement across a number of the company’s Jefferson County properties for 2019 and 2020 only. However, because the parent company is expected to continue to make improvements throughout its properties, these values are expected to rise in the future. The Rocky Mountain Bottle Company is specifically mentioned because this investment highlights the importance of the District in serving the industrial needs of the Metro Denver region. However because of the previously mentioned agreement, its potential contribution to future TIF revenues has been excluded from the associated financial analysis in order to present the most conservative revenue scenario. However, it is anticipated that past and future investments into the facility will be reflected in future positive contributions to URA tax revenue. Summary Project Development Schedule There are a number of projects recently completed, under construction, and planned in the District. The development schedules for these projects are depicted in Table 2. These projects are reflected in the map in Figure 1. Schedules were developed from planning and building permit information from the City of Wheat Ridge, interviews with property owners / developers, Jefferson County Assessor’s office, and CoStar. Page 10 Table 2. Summary Development Project Schedule Summary Market Valuation at Initial Year Table 3 shows the summary market valuation at the initial year for each of the projects in today’s dollars. Further detail about how each of the estimated market values was derived is found in each of the individual sections of the market study. At total completion, the fair market value of the projects is about $306 million. As noted in the previous table, these projects are being phased in through 2026. Additionally, these projects are for each property’s first year of completion in today’s dollars and have not been adjusted for future assessment increases. 2020 2021 2022 2023 2024 2025 2026 Total Units / SF Residential The Ridge at Ward Station Townhomes 5 57 64 63 12 ‐‐201 Hance Station Townhomes 1 51 11 ‐‐‐ ‐63 Outlook at Clear Creek Crossing Apartments 78 232 ‐‐‐‐ ‐310 Retail Clear Creek Crossing Retail ‐‐‐25,000 ‐‐ ‐25,000 Clear Creek Crossing Fitness Retail ‐‐‐111,000 ‐‐ ‐111,000 Clear Creek Crossing Gas Station / Convenience ‐5,700 ‐‐‐‐‐5,700 Applewood Village Retail ‐‐6,500 ‐‐‐ ‐6,500 Christian Brothers Auto Repair ‐5,300 ‐‐‐‐‐5,300 Hotel Hampton Inn at Clear Creek Crossing ‐‐‐125 ‐‐ ‐125 Office Foothills Credit Union ‐15,170 ‐‐‐‐ ‐15,170 SCL Health Medical Office Building ‐‐‐‐‐‐130,000 130,000 Industrial Axis 70 West ‐142,200 ‐‐‐‐‐142,200 Hinkle Plumbing Building ‐9,968 ‐‐‐ ‐9,968 Rocky Mountain Bottle Company [1]‐‐‐‐‐‐[1] Source: City of Wheat Ridge, CoStar, Project interviews, ArLand, King [1] Equipment improvements excluded from financial analysis Page 11 Table 3. Summary Market Valuation at Initial Year Total Units / SF Est. Market Value per Unit / SF Est. Market Value Residential The Ridge at Ward Station Townhomes 201 $478,000 $96,078,000 Hance Station Townhomes 63 $468,000 $29,484,000 Outlook at Clear Creek Crossing Apts 310 $285,000 $88,350,000 Retail Clear Creek Crossing Retail 25,000 $332 $8,300,000 Clear Creek Crossing Fitness Retail 111,000 $70 $7,770,000 Clear Creek Crossing Gas Station / Convenience Retail 5,700 $484 $2,758,800 Applewood Village Retail 6,500 $430 $2,795,000 Christian Brothers Auto Repair 5,300 $318 $1,685,400 Hotel Hampton Inn at Clear Creek Crossing 125 $105,000 $13,125,000 Office Foothills Credit Union 15,170 $456 $6,917,520 SCL Health Medical Office Building 130,000 $275 $35,750,000 Industrial Axis 70 West 142,200 $88 $12,513,600 Hinkle Plumbing Building 9,968 $81 $805,011 Rocky Mountain Bottle Company [1] [2] [3] TOTAL $306,332,331 Source: City of Wheat Ridge, Jefferson, Adams, Broomfield, Larimer County Assessors Office, ArLand, King [1] Equipment improvements [2] NA [3] Excluded from the financial analysis, so not noted. Estimated market value is $48.8 million Page 12 II. INTRODUCTION ArLand Land Use Economics and King & Associates, Inc. have been retained by the Renewal Wheat Ridge / Wheat Ridge Urban Renewal Authority (“URA”) to assess project feasibility and valuation for residential and commercial development in the I‐70 Kipling Corridors Urban Renewal District (“District”). Anticipated residential and commercial development in the District has been measured against current and projected market conditions in Metro Denver as well as defined trade areas. Demographic trends and forecasts are presented. Supply and demand factors are presented for both residential and commercial development types. Residential market trends are analyzed and include building permits, existing home sales, new home sales and competitive projects. Commercial real estate trends include an analysis of office, industrial, retail and hotel markets. Vacancy, lease rates, and absorption are also presented. The impact of the COVID pandemic is also discussed. The report is organized as follows Executive Summary: summarizes results from each of the sections and industry sectors, the evaluation of the specific projects, and presents overall conclusions. Development Program: discusses the current planned projects in the I‐70 Kipling Corridors area. Employment and Demographic Conditions discusses relevant local and regional population, demographic and employment trends and projections. Sector Analysis: The following industry sectors will then be evaluated in their own individual sections as follows: o Single Family Residential o Multifamily Residential o Retail o Hotel o Office o Industrial Each section will discuss the relevant trade area, the status of the market, comparable projects, demand and valuation of the sector. Each section also provides an evaluation of the specific projects under development or planned in the District. Page 13 III. DEVELOPMENT PROGRAM A number of development projects have either been recently developed, are under construction, or are planned in the District. They are depicted in Figure 2 and described in Table 4. Figure 2. Planned Projects in I‐70 Kipling Urban Renewal District Source: City of Wheat Ridge Table 4. District Planned and Under Construction Projects Map ID Project Units / SF / Rooms Location Status 1 Single Family Attached (Ridge at Ward Road Station and the Hance Ranch Townhomes) 264 52nd and Ward Under Construction 2Rocky Mountain Bottle Co.‐‐5151 Miller St. Construction Complete 3Industrial (Axis 70 West) 142,200 I‐70 and Parfet Under Construction 4Clear Creek Crossing I‐70 and State Highway 58 Multifamily 310 Under Construction Retail / Restaurant 25,000 Planned Office (Foothills Credit Union) 15,170 Under Construction Medical Office Building 130,000 Planned Gas Station 5,700 with 16 pumps Complete Fitness 111,000 Planned Hotel (Hampton Inn) 125 Planned 5 Hinkle Plumbing 9,968 Complete 6 Applewood Village Retail 6,500 Planned 7Christian Brothers Automotive 5,300 Under Construction Source: City of Wheat Ridge Page 14 Clear Creek Crossing (#4), one of the more significant development areas, is a 110‐ acre mixed use development currently under construction at the intersection of I‐70 and Highway 58 in Wheat Ridge. The development includes a 26‐acre SCL medical campus anchored by a relocated and expanded 630,000 square foot SCL Health hospital. The master site plan graphic is depicted in Figure 3. As described in the previous table, there are a number of projects either planned or under construction currently in this area. Figure 3. Clear Creek Crossing Source: Project Website IV. EMPLOYMENT AND DEMOGRAPHIC CONDITIONS 4.1 Employment Employment trends in the Denver ‐ Aurora, MSA (Metropolitan Statistical Area) have been reviewed since 2010, with information including overall employment levels, job growth and unemployment rates. Employment trends and forecasts are indicators of residential housing and commercial demand. Page 15 Employment Trends Denver ‐ Aurora, MSA From 2010 through year‐end 2019, average annual employment levels increased steadily in the Denver ‐ Aurora, MSA, with particularly strong growth in 2014 (Table 5). In 2010, the average annual employment level stood at approximately 1.2 million and employment increased to 1.5 million at the end of 2018. During 2019, employment levels increased to 1.54 million through year end with 35,400 jobs added. During the 2010 through 2019 period, an average of 38,278 jobs have been added each year in the Denver ‐ Aurora, MSA, representing average annual growth of 2.86%. The Denver ‐ Aurora, MSA employment stood at 1.46 million as of year‐end 2020, decreasing by 79,900 when compared with employment of 1.54 million in year‐end 2019. Decreased employment in the Denver ‐ Aurora, MSA during 2020 was a result of the Covid‐19 outbreak. Employment levels in the Denver ‐ Aurora, MSA reached their lowest point in April 2020 (1.36 million jobs), however, job growth has increased by 131,400 or 9.7% since the April 2020 low to 1.49 million jobs as of April 2021. Unemployment Trends Denver ‐ Aurora, MSA The unemployment rates the in Denver ‐ Aurora, MSA have trended downward the past several years (Table 5). In 2010, the unemployment rate was 9.1% The average annual unemployment rate in 2017, 2018, 2019 and 2020 was 2.5%, 2.9%, 2.6%, and 7.5%, respectively. Unemployment in the Denver ‐ Aurora, MSA as of April 2021 was 6.6% and marked a significant increase from the 2.7% unemployment rate in February 2020 and reflects increased unemployment resulting from the Covid‐19 outbreak. Unemployment in the Denver ‐ Aurora, MSA reached its highest level in April 2020 (12.4%), however, unemployment levels have decreased steadily with unemployment decreasing to its current level of 6.6% as of April 2021. Table 5. Denver‐Aurora MSA Employment Trends Variable 2010 2015 2016 2017 2018 2019 2020 2021 Employment 1,193,900 1,397,700 1,434,200 1,464,900 1,503,000 1,538,400 1,458,500 1,489,800 Change from prior period Numeric 203,800 36,500 30,700 38,100 35,400 ‐79,900 31,300 Percent 17.07% 2.61% 2.14% 2.60% 2.36% ‐5.19% 2.15% Unemployment Rate 9.10% 3.60% 3.00% 2.50% 2.90% 2.60% 7.50% 6.60% Source: Colorado Division of Labor and Employment. Notes: Page 16 1. 2021 data through April with employment change from December 2020 to April 2021. 2. Prior period numeric and percent change listed in 2015 table column compares change from 2010 to 2015. Employment Forecasts The Colorado Division of Labor and Employment has completed employment forecasts for statistical areas in the State of Colorado. Employment has been forecast in the Denver ‐ Aurora, MSA from 2019 through 2029. During the 2019 to 2029 period, employment is projected to increase in the Denver ‐ Aurora, MSA from approximately 1.64 million to 1.81 million. During the ten‐year period, employment is forecast to increase by 16,631 jobs per year or by a rate of approximately 0.97% annually in the Denver ‐ Aurora, MSA. The current forecast represents employment growth impacted from the Covid‐19 outbreak. Table 6 presents forecasts for the Denver ‐ Aurora, MSA employment from 2019 to 2029 Table 6. Denver‐Aurora MSA Employment Forecasts Source: Colorado Division of Labor and Employment. Note: The forecast reflects total employment, which is higher than wage and salary employment data presented in the previous table. 4.2 Metro Denver Demographics Population Population in Metro Denver was 2.4 million in 2000 and is estimated at 3.26 million in 2020. From 2010 to 2020, population has increased by an average of 46,434 residents per year, reflecting a 1.55% annual growth rate. From 2020 to 2025, Metro Denver population is forecast to reach 3.42 million, increasing by 31,900 residents per year and reflecting an average annual growth rate of 0.96%. Households The number of Metro Denver households equaled nearly 1 million in 2000 and 1.33 million in 2020. From 2010 to 2020, households increased by 20,854 per year, reflecting a 1.72% average annual growth rate. From 2020 to 2025, households are projected to increase by 22,143 per year with overall households reaching 1.44 million by 2025, reflecting a 1.61% average annual household growth rate. Year / Location 2019 2029 Employment 1,644,839 1,811,147 Annual change Numeric 16,631 Percent 0.97% Page 17 Household Size The average household size in Metro Denver was unchanged at 2.51 from 2000 to 2020. Average household size is projected to increase slightly to 2.52 by 2025. Figure 4 presents Metro Denver demographic trends and forecasts. Figure 4. Metro Denver Demographic Trends and Forecasts Source: State of Colorado Demography Office, King & Associates, Inc. Th o u s a n d s (0 0 0 ' s ) 50,000 45,500 41,000 36,500 32,000 27,500 23,000 18,500 14,000 9,500 5,000 2000 2010 2020 2025 Population 2,421,222 2,797,896 3,262,239 3,421,741 Households 961,736 1,122,210 1,330,748 1,441,461 Household Size 2.51 2.54 2.51 2.52 Page 18 Figure 5. I‐70 Kipling Residential and Retail Trade Area Map (7‐Mile Radius) V. SINGLE FAMILY ATTACHED RESIDENTIAL The District’s development program includes 264 single family attached (townhome) residential units. 5.1 Residential Trade Area A residential trade area has been identified to analyze market supply and demand factors that relate to forecast absorption in the District. The trade area includes a 7‐mile radius of the area around the planned single family attached projects (52nd and Ward) and has been determined as the primary geographic area from which competition for existing and planned comparable single‐family attached and multifamily rental projects in the District exist (Figure 5). Source: ESRI, King & Associates, Inc. Note: 7 ‐ mile trade area boundary depicted Demographic trends and forecasts for the trade area includes population, households, and average household size information. Demographic trends and forecasts, particularly those relating to households, provide a basis for forecasting future housing demand. Page 19 Trade Area Demographics Population Trade area population was 421,335 in 2010 (Figure 6). Trade area population is estimated at 480,542 in 2020. From 2010 to 2020, trade area population has increased by an average of 5,921 residents per year, reflecting a 1.32% annual growth rate. From 2020 to 2025, trade area population is forecast to reach 510,398, increasing by 5,971 residents per year and reflecting an average annual growth rate of 1.21%. Households The number of trade area households equaled 175,055 in 2010. Estimated trade area households in 2020 equaled 198,750. From 2010 to 2020, the number of households in the trade area increased by 2,370 per year, reflecting a 1.28% average annual growth rate. From 2020 to 2025, households in the trade area are projected to increase by 2,426 per year with overall households reaching 210,881 by 2025, reflecting a 1.19% average annual household growth rate. Household Size Average trade area household size increased slightly from 2.36 in 2010 to 2.38 in 2020. Average household size in the trade area is projected to remain steady at 2.38 through 2025. Figure 6 presents trade area demographic trends and forecasts. Figure 6. Residential Trade Area Demographic Trends and Forecasts Source: ESRI, King & Associates, Inc. 550,000 500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 2010 2020 2025 Population 421,335 480,542 510,398 Households 175,055 198,750 210,881 Household Size 2.36 2.38 2.38 Page 20 5.2 Single Family Attached Residential Development The I‐70 Kipling anticipated single‐family attached development is located southeast of the Ward Road and West 52nd Avenue intersection in the City of Wheat Ridge, Jefferson County, Colorado. Figure 2 (#1) depicts the location of the Area. Single Family Attached The District has outlined a development program that includes 264 single‐family attached (townhome) units. New home construction in the District is anticipated over a five‐year period starting in 2020 with project completion in 2024. Average single‐family attached (townhome) absorption equals approximately 53 units per year with an anticipated weighted average value of $475,614. Table 7 details anticipated residential development in the District. Table 7. I‐70 Kipling Single Family Attached Residential Absorption Schedule Product Type Average Value 2020 2021 2022 2023 2024 Total Single‐family Attached (Units) The Ridge at Ward Station $478,000 5 57 64 63 12 201 Hance Station $468,000 1 51 11 ‐ ‐ 63 Total 6 108 75 63 12 264 Source: King & Associates, Inc. 5.3 Metro Denver Residential Real Estate Trends This section of the report discusses residential market supply and demand trends for the Metro Denver market area. Information presented focuses on building permits and new and existing home sales. Additionally, a housing demand forecast is presented. Building Permits Building permit trends provide a leading indicator of housing supply and demand for Metro Denver. Denver Metro Building Permit Trends Residential building activity has varied in Metro Denver since 2016 with total building permits averaging 21,057 per year (2016 ‐ 2020) (Table 8). During 2018, building activity decreased (4%) in the metro area for the first time since 2008 and indicates stabilized demand in the new home market. Building permits increased in 2020 to 19,566 units, representing growth of 1.3% compared to 2019 building permits that totaled 19,308 units. Year‐to‐date (April 2021) building permits have totaled 8,940 permits, representing an increase of 63% from the 5,489 permits issued through April of 2020. Single‐family detached permits averaged 11,060 units per year from 2016 through 2020 and have accounted for 53% of all building activity in Metro Denver since 2016. From 2016 through 2019, single family detached permits increased from 10,247 (2016) to 11,081 (2019). Page 21 Single‐family detached permits increased from 11,081 in 2019 to 11,188 in 2020. Single‐family attached (townhomes and condominiums) permits have averaged 364 per year, decreasing from 486 in 2016 to 419 in 2020 and representing 2% of all home building activity in Metro Denver since 2016. Attached permits have increased to 419 units through 2020 as compared with 190 attached permits through 2019. Year‐to‐date (April 2021) single‐family attached building permits have totaled 160 permits, representing an increase of 233% from the 48 single‐family attached permits issued through April 2020. Metro Denver multi‐family building has varied since 2016 with an average of 9,633 permits issued each year and accounting for 46% of total building permits issued in the metro area. During the 2016 through 2020 period, the number of apartment permits issued has ranged from 7,959 (2020) to 11,391 units (2017). Apartment permits decreased markedly (16%) when comparing 9,563 permits in 2018 with 8,037 in 2019 but have stabilized with apartment permits totaling 7,959 in 2020. Table 8 details building permit trends from 2016 through 2021 (April) in Metro Denver. Table 8. Metro Denver Residential Building Permit Trends Unit Type 2016 2017 2018 2019 2020 YTD 2021 Average Single‐Family Detached 10,247 10,978 11,808 11,081 11,188 4,394 11,060 Single‐Family Attached 486 366 358 190 419 160 364 Apartments 11,214 11,391 9,563 8,037 7,959 4,386 9,633 Total 21,947 22,735 21,729 19,308 19,566 8,940 21,057 Source: United States Census Bureau. Note: 2021 building permit data through April. Existing Home Sales ‐ Metro Denver Existing (re‐sale) Single Family Attached and Detached Home Sales (Table 9) Existing single‐family home sales (attached and detached) provide an indication of residential market supply and demand trends with data provided for Metro Denver. Active listings (inventory) and sales rates (demand) of existing homes indicate potential sales and demand rates for newly constructed homes. Detached In 2019, 53,161 detached homes were sold in Metro Denver, representing an annual increase of 7.0% from the 49,469 sales that were registered in 2018. In 2020, detached sales in Metro Denver totaled 57,424 homes, representing an annual increase of 8% from the 53,161 sales that were registered in 2019. From 2016 through 2020, the average home price in Metro Denver increased (30%) from approximately $434,000 to $565,000. Page 22 The number of active listings (supply) in Metro Denver decreased from a year‐end level of 8,831 homes in 2018 to 6,275 units in 2019. At year‐end 2020, there were 2,353 active listings in Metro Denver, which was a significant decrease from the 6,275 active listings at the end of 2019. The real estate industry uses the term “months supply of inventory” (unsold inventory) to describe the relationship between existing home sales rates and the number (inventory) of active listings in a given geographic market area. This statistic indicates the number of months it would take to sell all homes listed for sale (active listings) at a given point in time based on recent average sales rates. It is generally held that declining unsold inventory (months supply) trends are a positive indicator of housing market strength. Months of supply of inventory in Metro Denver has varied over the past several years from 1.3 at year‐end 2016 to 1.4 at year‐end 2019. Months supply of inventory stood at 0.5 as of year‐end 2020 and was down significantly from the 2.1 months inventory supply at the end of 2018. Through April of the current year (2021), existing detached market trends remained positive despite the Covid‐19 virus, as demonstrated by average prices increasing (22%) to $645,087 per unit (compared with an average sales price of $527,625 through April 2020) and months supply of inventory equaling 0.5 (compared with 1.9 in April 2020). Attached In 2019, 19,092 attached homes were sold in Metro Denver, up 6.2% from the 17,972 sales during 2018. Attached home sales totaled 20,717 units in 2020 with sales activity up 8.5% from the 19,092 sales recorded during 2019. From 2016 through 2020, the average attached home price in Metro Denver increased (34%) from approximately $289,000 to $387,000. The number of active listings (supply) in Metro Denver increased (156%) from a year‐end level of 1,220 homes in 2016 to 3,125 at year end 2018. At year‐end 2020, there were 1,447 active listings in Metro Denver, which was down from 2,442 active listings at the end of 2019. Metro Denver attached home inventory increased sharply from year‐end level of 0.9 in 2016 to 2.1 at the end of 2018, but current supply has dropped to 0.8 at the end of 2020. Inventory levels of existing homes ‐ both attached and detached ‐ in Metro Denver are extremely low and signal a continued very tight supply of homes available for sale. Through April of the current year (2021), existing attached market trends also remained positive with average prices increasing (14%) to $426,657 per unit (compared with an average sales price of $374,291 through April 2020), sales totaling 6,538 units (compared with same period of sales of 5,375 in 2020) and months supply of inventory equaling 0.6 (compared with 2.3 in April 2020). Table 9 highlights re‐sale market trends in Metro Denver. Page 23 Table 9. Metro Denver Existing Home Sales Trends Year 2016 2017 2018 2019 2020 YTD 2021 Detached Average price $434,000 $466,000 $500,000 $515,000 $565,519 $645,087 Existing home sales (YTD) 44,053 49,508 49,469 53,161 57,424 15,121 Average sales per month 3,671 4,126 4,122 4,430 4,785 3,780 Active listings 4,670 6,763 8,831 6,275 2,353 2,423 Months Supply 1.3 1.6 2.1 1.4 0.5 0.5 Attached Average price $289,000 $321,000 $353,000 $367,000 $387,858 $426,657 Existing home sales (YTD) 16,232 18,293 17,972 19,092 20,717 6,538 Average sales per month 1353 1524 1498 1591 1726 1635 Active listings 1,220 2,103 3,125 2,442 1,447 1,101 Months Supply 0.9 1.4 2.1 1.5 0.8 0.6 Source: Colorado Association of Realtors, King & Associates, Inc. Note: 2021 data through April. 5.4 Metro Denver Residential Demand Forecast Housing demand has been forecast for Metro Denver from 2020 through 2025 based on projected household growth (Table 10). The forecast addresses overall housing demands as well as categorized demand for various housing unit types. Previously, demographic trends and forecasts were presented in Metro Denver with forecast growth equaling 22,143 households per year starting from 2020 and extending through 2025. Assuming each new household formed will create equivalent demand for new housing units, demand is projected at approximately 22,500 units annually. However, Metro Denver housing demand has been adjusted to range from 20,000 to 25,000 units annually to compare more closely with recent building permit trends. In addition to forecast overall demand, segmented demand has also been projected for single‐family and multi‐family unit types. The demand allocation is based on previously presented building permit trend averages over the past several years as well as housing characteristics in the region. During the 2020 through 2025 forecast period, overall segmented single‐family and multi‐ family housing demand is presented as follows. Page 24 Table 10. Metro Denver Housing Demand Forecast Year 2020 2025 Estimated / Projected Households 1,330,748 1,441,461 Forecast new households (demand) Total 110,713 Annual 22,143 Annual Demand Range (2020 ‐ 2025) Low Higher Total units demanded 20,000 25,000 Single family detached 11,000 13,750 Single‐family attached 2,000 2,500 Multi‐family 7,000 8,750 Source: King & Associates, Inc. 5.5 Residential Trade Area Housing Market Trends This section discusses residential trade area housing market trends. Information presented includes building permits, existing and new home sales, and comparable new home projects. Building Permits Building permit data specific to the trade area is not available. However, data for the City of Wheat Ridge is presented to provide an indication of residential market trends. (Table 11) From 2016 through 2020, there have been 453 building permits issued in the City of Wheat Ridge, with an average of 126 permits per year. o Single‐family detached homes – 141 total permits, with an average of 28 permits per year. o Single‐family attached homes – 181 total permits, with an average of 36 permits per year. o Apartments – 310 total permits, with an average of 62 permits per year. Building permits have significantly increased from 34 permits issued in 2016 to 453 permits issued in 2020. Year‐to‐date (April 2021) building permits have totaled 51 permits which is down from the 344 permits issued through the same period during 2020. Year‐to‐date April 2021 includes 0 apartment permits as compared to 310 apartment permits through April 2020. Since 2016, segmented building permits are presented as follows: o Single‐family detached homes – 22% share from 2016 through 2020. o Single‐family attached homes – 29% share from 2016 through 2020. o Apartments – 49% share of permits issued from 2016 through 2020. Table 11 details building permit trends from 2016 through 2020 in the City of Wheat Ridge. Page 25 Table 11. City of Wheat Ridge Residential Building Permit Trends Year 2016 2017 2018 2019 2020 YTD 2021 Average Single‐Family Detached 34 20 27 27 33 36 30 Single‐Family Attached 0 0 49 22 110 15 33 Apartments 0 0 0 0 310 0 52 Total 34 20 76 49 453 51 126 Source: Home Builders Association of Metro Denver. Existing Home Sales ‐ Jefferson County Due to the limited amount of new home construction in the area immediately surrounding the planned townhome development, re‐sales of existing homes will provide the majority of competition for new homes planned in the District. The area surrounding the project site is characterized by older homes in established neighborhoods. Single‐family Detached Homes Existing home sales data for Jefferson County is presented to assess trends in the re‐sale home market in western Metro Denver area that includes the District (Table 12). Since 2016, the existing home market in Jefferson County has been very strong, as highlighted with steady sales rates, increasing average sales prices and low inventory. In 2020, 8,189 detached homes were sold in Jefferson County, with sales volume increasing slightly from the 7,542 existing homes sold in 2019. Through April 2021, detached home sales in Jefferson County totaled 2,108 homes and was up from the 1,910 existing home sales recorded during the same period in 2020. From 2016 through April 2021, the average detached home price in Jefferson County has increased (52%) from approximately $447,000 to $679,560. The number of active listings (supply) in Jefferson County decreased from a year‐end level of 578 homes in 2019 to 218 units in 2020. As of April 2021, there were 304 active listings in Jefferson County, which is significantly lower than the 947 active listings in April 2020. Months supply of inventory in Jefferson County has been very low over the past several years, dropping from 1.0 in 2016 to 0.3 at the end of 2020. The current amount of detached home inventory has remained steady at 0.4 months supply as of April 2021 and has decreased significantly from the 1.5 months inventory supply in the County that was registered in April 2020. Single‐family Attached Homes In 2020, 2,996 attached homes were sold in Jefferson County, up 7.6% from the 2,785 sales during 2019. From 2016 through 2020, the average attached home price in Jefferson County increased (38%) from approximately $253,988 to $350,075. The number of active listings (supply) in Jefferson County has decreased (55%) from a year‐ end level of 229 homes in 2019 to 104 at year‐end 2020. Page 26 Jefferson County attached home inventory decreased from 1.0 months of supply as of year‐ end 2019 to 0.4 months of supply at year‐end 2020. Inventory levels for existing homes ‐ both attached and detached ‐ in Jefferson County are extremely low and signal a continued tight supply of homes available for sale. Low inventory levels of existing homes will likely drive demand for new construction homes. Through April of the current year (2021), existing attached market trends also remained positive with average prices increasing to $350,075 per unit (compared with an average sales price of $324,170 through April 2020), sales totaling 843 units (compared with the same period sales of 810 in 2020) and months supply of inventory equaling 0.4 (compared with 1.3 in April of 2020). Table 12 provides existing single‐family detached and attached sales trend data for Jefferson County. Table 12. Jefferson County Existing Home Sales Trends Source: Colorado Association of Realtors, King & Associates, Inc. Note: 2021 data through April. New Home Sales New home sales trends in Jefferson County are presented from 2018 through Q1 2021 (Table 13). Since 2018, there have been 2,724 single‐family new home (attached and detached) sales recorded in Jefferson County with average sales of 838 units per year. Since 2018, single‐family detached home sales have accounted for 62% of overall new home sales in Jefferson County. New home sales have trended downward from 1,254 sales in 2018 to 571 sales in 2020. As of Q1 2021, 28 new home sales have been recorded in Jefferson County. The price of new homes has increased steadily from an approximate average of $567,000 in 2018 to $686,000 per unit as of Q1 2021, representing an average increase of 6.0% per year. Single‐family new home prices averaged $686,117 per unit as of Q1 2021, representing an increase of 8% from the 2020 average single‐family new home price of $634,280. Year 2016 2017 2018 2019 2020 YTD 2021 Average price $447,000 $481,000 $518,000 $538,000 $589,000 $679,560 Existing home sales (YTD) 7,985 7,959 7,387 7,542 8,198 2,108 Average sales per month 665 663 616 629 683 527 Active listings 688 799 696 578 218 304 Months Supply 1.0 1.2 1.1 0.9 0.3 0.4 Average price $253,988 $274,225 $306,796 $321,447 $333,724 $350,075 Existing home sales (YTD) 2,670 2,732 2,629 2,785 2,996 843 Average sales per month 223 228 219 232 250 211 Active listings 93 183 207 229 104 89 Months Supply 0.4 0.8 0.9 1.0 0.4 0.4 Detached Attached Page 27 Single‐family attached new home sales have averaged 318 units per year from 2018 through Q1 2021, accounting for 38% of overall new home sales in Jefferson County. Single‐family attached new home prices have averaged $588,448 per unit as of Q1 2021, representing an average annual increase of 4.2% from the 2018 average single‐family attached new home price of $514,289. Table 13 presents single‐family attached and detached new home sales trends in Jefferson County. Table 13. Jefferson County New Home Sales Trends Year 2018 2019 2020 Q1 2021 Total All Units Sales 1,254 871 571 28 2,724 Average Price $567,356 $610,026 $634,280 $686,117 Single‐Family Detached Sales 817 526 333 13 1,689 Average Price $697,390 $823,488 $892,225 $953,905 Single‐Family Attached Sales 437 345 238 15 1,035 Average Price $514,289 $589,203 $586,653 $588,448 Source: MetroStudy, King & Associates, Inc. 5.6 Residential Trade Area Townhome Market Trade Area Townhome Market Characteristics The trade area is experiencing significant redevelopment as first‐time home buyers seek increased affordability compared to other single‐family (detached and attached) homes in the Lower Highlands and other more expensive West Denver neighborhoods. In‐fill residential projects in the trade area favor higher density product types such as condos, townhomes and apartment units. Limited supply of single‐family (detached and attached) residential homes has driven strong demand for new home sales in the trade area. The Ridge at Ward Station and Hance Ranch projects have experienced significant buyer demand with all available units sold. The majority of attached housing development and sales in recent years within the trade area has focused on townhome units. Trade area townhome development is characterized by a substantial number of smaller, in‐fill projects with 10 or fewer total units. Comparable Townhome Projects Recent development has been researched in the trade area, and there are 32 active and recently completed townhome projects in the area (Table 14 and Figure 7). From 2018 through Q1 2021, the average sales price of all comparable townhomes equaled $523,508 per unit, with prices ranging from approximately $317,832 to $902,481 per unit. Page 28 8 of the 32 townhome projects in the trade area have been identified as most comparable with planned development in the Ward Road Station Area. The 8 most comparable townhome projects total 664 planned units with sales prices ranging from $317,832 to $684,900 per unit. Comparable projects have extremely limited availability with the majority of comparable townhome projects reporting no supply of finished units and a sales backlog. The following table and map present trade area comparable townhome projects. Table 14. Trade Area Comparable Townhome Projects Map Sales Price Key Project Address Low High Planned Units Sold Units 1 Edgewater Crossing 5227 W. 25th Ave, Edgewater $475,000 $640,000 58 24 2 WestRidge 4249 Yarrow St, Wheat Ridge $452,900 $618,900 89 80 3 Station 53 5380 Quail Street, Wheat Ridge $561,230 $561,230 56 34 4 SaBell 12191 W. 57th Dr, Arvada $483,990 $531,990 145 n/a 5 Berkley Shores 6300 Lowell Blvd, Denver $469,375 $514,525 89 6 6 Allison Park 8059 W. 52nd Drive, Arvada $559,000 $655,900 35 8 7 Vaquita Townhomes 3360 W. 38th, Denver $484,900 $684,900 17 13 8 West Line Village 5645 W. 10th Ave, Lakewood $317,832 $475,607 175 130 Average / Total $475,528 $585,382 664 295 Source: MetroStudy, Metro List, King & Associates, Inc. Note: Table reflects sales from 2018 through May 2021. Page 29 Figure 7. Comparable Townhome Projects Source: MetroStudy, Metro List, King & Associates, Inc. 5.7 Single Family Attached Housing Demand Forecasts Trade Area Housing Demand Forecasts Trade area housing demand has been forecast from 2020 through 2025 based on a projected household growth in the trade area. As with housing demand forecast for Metro Denver, overall and segmented trade area housing demand is presented. Trade area demographic trends and forecasts were previously presented with the number of households projected to increase by 2,426 per year from 2020 through 2025. Assuming each new household formation will create equivalent demand for new housing units, adjusted demand is projected to range from 2,250 to 2,750 units annually in the trade area, with average demand of 2,500 units per year. In addition to overall forecast housing demand, segmented demand has also been projected for single‐family attached unit types based on previously presented building permit trend averages over the past several years as well as characteristics of the housing stock in the trade area. Segmented single‐family attached average housing demand in the trade area is estimated between 675 and 825 units annually. Page 30 Trade area single‐family attached housing demand is presented in the following table from 2020 through 2025. Table 15. Trade Area Forecast Single Family Attached Annual Housing Demand Year 2020 2025 Estimated / Projected Households 198,750 210,881 Forecast new households (demand) Total 12,131 Annual 2,426 Annual Demand Range (2020 ‐ 2025) Low Higher Total units demanded 2,250 2,750 Single family attached 675 825 Source: King & Associates, Inc. Capture Rate and Valuation Assessment This section of the report addresses the timing and intensity of residential development (absorption) anticipated in the District. Capture rates in the project have been calculated and are presented in relation to categorized demand forecasts for the trade area. Residential Capture Rate Calculation and Assessment Residential Demand Summary Anticipated residential development in the District has been compared with trade area housing demand. The relationship between anticipated development and forecast demand results in a capture rate, which is the share of development anticipated in the District compared to forecast demand in the trade area. Trade area residential demand is forecast to range from 2,250 to 2,750 units annually, with projected single‐family attached demand ranging from 675 to 825 units per year. Single‐family Attached Capture Rate Calculation Planned single‐family attached development in the District totals 264 townhome units with absorption anticipated over a five‐year period from 2020 through 2024. The resulting capture rate for single‐family attached units in the District ranges from 6% to 8% of forecast trade area single‐family attached demand during the 2020 through 2024 absorption period. At 6% to 8%, the capture rate for single‐family attached units planned in the District is assessed as low and reasonable. The following table presents the capture rate calculation for planned single‐family attached development in the District based on projected trade area demand. Page 31 Table 16. Single‐family Attached Capture Rate Calculation Residential Capture Rate Calculation Single‐family attached housing capture rate: Planned Single‐family attached development in the District 264 Projected annual absorption in the District (2020 ‐ 2024) 53 Low High Forecast trade area annual attached housing demand 675 825 District residential capture rate 6% 8% Source: King & Associates, Inc. Residential Valuation Assessment Single‐family Attached Valuation Anticipated single‐family attached development in the District has an estimated average value of $475,614 per unit. Anticipated single‐family attached development in the District will include 264 townhome units. Valuation of comparable trade area single‐family attached (non‐condominium) units have been researched to compare the projected valuation of single‐family attached development in the District with existing comparable single‐family attached units. Estimated single‐family attached new home prices in the Ward Road Station Area ($475,614) are comparable with single‐family attached homes prices in Jefferson County, which averaged $523,508 per unit through Q1 2021 and range from approximately $318,000 to $902,000 per unit. Estimated single‐family attached home pricing in the District is reasonable given comparability with single‐family attached new home prices in the trade area. Table 17. Single family Attached Valuation Analysis Single‐family Attached Valuation Analysis Value Range of Comparable Single‐family Attached New Home Sales Low: $317,832 High: $902,481 Average $530,455 Projected I‐70 Kipling Attached Valuation: $475,614 Source: MetroStudy, King & Associates, Inc. Page 32 VI. MULTIFAMILY RESIDENTIAL Figure 2 (#4) shows the 310 rental units at Clear Creek Crossing currently under construction in the District. The rental apartments are distributed among 15 buildings. The units are anticipated to be completed in the fall of 2021. They are also partially occupied as the project is being completed. 6.1 Metro Denver Multifamily Market The previous section discussed some of the relevant Denver metro multifamily trends and characteristics. The Denver metro multifamily market has been relatively robust since 2016 (Table 18). The metro area has consistently seen positive absorption and net deliveries between 2016 and Q2 2021. Vacancy rates have ranged from 6.1% to about 7.5%. Lease rates on a per square foot basis have seen an increase from $1.57 per square foot to $1.87 per square foot in 2021. In 2020, lease rates moderated a bit, although the 10% increase in rates in 2021 (over 2020) has made up for 2020. Table 18. Metro Denver Multifamily Characteristics 6.2 Residential Trade Area Multifamily Market Trade Area Multifamily Inventory The multifamily trade area is the same as the single family attached trade area shown in Figure 5. The multifamily market is very robust with strong supply and demand over the past 6 years. The trade area has 51,823 units in 1,458 buildings. Between 2016 and Q2 2021, 8,584 units in 83 multifamily buildings were added to the trade area inventory, a nearly 20% increase in inventory. The multifamily inventory in the trade area tends to be clustered along major corridors as well as close to Denver’s downtown (Figure 8). 2016 2017 2018 2019 2020 Q2 2021 Inventory (units) 271,293 282,279 293,943 305,540 316,634 318,816 Vacancy Rate 7.0% 7.4% 7.1% 7.4% 7.5% 6.1% Lease Rate $1.57 $1.61 $1.67 $1.71 $1.70 $1.87 % change 2.5% 3.7% 2.4%‐0.6% 10.0% Net Absorption 3,536 9,228 11,728 9,816 9,965 6,488 Net Deliveries 6,936 10,986 11,664 11,597 11,094 2,182 Source: CoStar, ArLand, King Page 33 Table 19. Multifamily Trade Area Inventory, 2016 to Q2 2021 Figure 8. Trade Area Multifamily Source: CoStar, ArLand Year Number of Multifamily Buildings Number of Units 2016 1,375 43,239 2017 1,391 45,326 2018 1,408 46,637 2019 1,433 48,639 2020 1,451 50,841 Q2 2021 1,458 51,823 Change 2015‐Q2 2021 83 8,584 Source: CoStar, ArLand Page 34 Multifamily Market Vacancy Rates Since 2016, the vacancy rate at multifamily developments fell from a high of 7.2% in 2017 to a low of 5.5% in 2018 before climbing back to 7.0% in 2020 (Figure 9). The rate declined to 6.1% in the first quarter of 2021. Figure 9. Multifamily Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Multifamily Construction/Deliveries Nearly 9,350 units came online from 2016 through the first quarter of 2021 (Figure 10). On average, 1,673 units per year were delivered to the trade area from 2016 through 2020. The number of units delivered in the first quarter of 2021 was higher than that in all of 2016, and on pace to exceed the 2020 high of 2,202 units. Figure 10. Multifamily Unit Construction / Deliveries, 2016 to Q2 2021 Source: CoStar, ArLand 6.2% 5.8% 7.2% 5.5% 6.6% 7.0% 6.1% 0% 1% 2% 3% 4% 5% 6% 7% 8% 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Year 2,168 762 2,087 1,311 2,002 2,202 982 0 500 1,000 1,500 2,000 2,500 2015 2016 2017 2018 2019 2020 Q2 2021 Nu m b e r of Un i t s Year Page 35 Multifamily Absorption A total of 8,843 units were absorbed from 2016 through the second quarter of 2021 (Figure 11). Absorption has been consistently positive annually since 2016. Through the second quarter of 2021, more than 1,400 multifamily units have already been absorbed. The average annual absorption between 2016 and the second quarter of 2021 has been 1,607 units. Figure 11. Multifamily Unit Net Absorption, 2016 to Q2 2021 Source: CoStar, ArLand Multifamily Deliveries, Absorption, Vacancy Rates (combined) Since 2016, the multifamily market has shown consistent positive deliveries, absorption, and vacancy rates (Figure 12). Absorption has mirrored construction / delivery activity with positive absorption occurring in the market after delivery of a new multifamily project. During this time of activity in the market, vacancy rates have remained at a consistent 5% to 7%. 1,315 854 1,329 2,032 1,394 1,830 1,404 0 500 1,000 1,500 2,000 2,500 2015 2016 2017 2018 2019 2020 Q2 2021 Nu m b e r of Un i t s Year Page 36 Figure 12. Multifamily Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Multifamily Market Lease Rates Effective rents for multifamily units in the trade area steadily climbed from $1.50 per square foot in 2015 to $1.70 per square foot in 2019, an annual average growth rate of 3.2% (Figure 13). Rents declined slightly in 2020, but rebounded to $1.80 per square foot in the first quarter of 2021, a rate that tops the 20 year high of $1.70/SF set in 2019. Figure 13. Multifamily Effective Rent Per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 6.3 Multifamily Demand Trade area demand for multifamily for 2021 through 2025 is forecast based on absorption and construction / deliveries in the trade area. 5.5% 6.0% 6.5% 7.0% 7.5% 0 500 1,000 1,500 2,000 2,500 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Nu m b e r of Un i t s Year Net Deliveries Absorption Vacancy $1.50 $1.54 $1.58 $1.64 $1.70 $1.67 $1.80 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 2015 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u a r e Fo o t Year Page 37 Absorption and Construction / Deliveries Trends method The calculation of trade area demand is based on absorption and construction / deliveries of multifamily projects in the trade area. The average annual absorption has been 1,670 units annually between 2016 and Q2 2021. On average, 1,673 units per year were delivered to market from 2015 through 2020. Average annual multifamily trade area demand is forecast at an estimated 1,670 units to 1,673 units annually from 2021 through 2026. Projects Planned / Under Construction Table 20 shows the multifamily projects planned, proposed and under construction in the trade area. The projects tend to be clustered in the eastern edges of the trade area. Table 20. Multifamily Projects Proposed, Planned and Under Construction Map ID Property Name Property Address Number of Units Building Status Delivery Est. 1 Traverse Apartments 5495 W 10th Ave 281 Under Construction 2022 2 ‐‐2608‐2638 W 13th Ave 166 Proposed 2023 3Brickhouse at Lamar Station 6300 W 13th Ave 293 Under Construction 2021 4 ‐‐550 E 19th Ave 277 Under Construction 2022 5 Westminster Station Apartments 6945 Federal Blvd 145 Proposed 2022 6Cirrus 1590 Grove St 292 Under Construction 2021 7Scenic at Sloan's Lake 1605 Sheridan Blvd 200 Under Construction 2024 8 ‐‐1225 Wadsworth Blvd 351 Under Construction 2022 9Edison at Wheat Ridge Apartments 3501 Wadsworth Blvd 240 Under Construction 2021 10 Westminster Row 8980 Westminster Blvd 274 Under Construction 2021 11 The Bell and Palmer 3130 Zuni St 111 Under Construction 2022 12 Former Hensley Building 2031 Bryant St 130 Proposed 2022 13 ‐‐5256 N Federal Blvd 120 Proposed 2022 Total 2,880 Source: CoStar, ArLand Page 38 Figure 14. Multifamily Planned, Proposed and Under Construction Source: CoStar, ArLand 6.4 Multifamily Capture Rate Calculation Based on projected trade area demand between 2021 and 2026 of 1,670 multifamily units annually, the estimated five year demand for multifamily is estimated at 8,350 units (Table 21). Approximately 560 units remain to be leased up in recently built multifamily projects. Approximately 2,880 units are planned, proposed, or are under construction in the trade area. Remaining demand is estimated at 4,909 multifamily units. The District’s project, Outlook at Clear Creek Crossing, at 310 units is an estimated 6% of 2021‐ 2026 multifamily demand; a ratio of which is considered low and reasonable. Page 39 Table 21. Multifamily Capture Rate Calculation 6.5 Multifamily Residential Valuation Assessment Average effective rents per square foot of comparable trade area multifamily projects are shown in Table 22. They are an estimated $2.30 per square foot. The District’s project, Outlook at Clear Creek Crossing, (while still in lease up) has an effective rent of $2.16 per square foot. ArLand Land Use Economics believes that estimated multifamily pricing in the District is reasonable and competitive given comparability with trade area multifamily rents per square foot. The more competitive rate is likely due to a number of factors including incentives and concessions. The project is located in Clear Creek Crossing which is a relatively new redevelopment area in Wheat Ridge and the trade area. Valuation of recently built comparable trade area multifamily units in close proximity and in Jefferson County to the proposed multifamily project in the District have been researched to assess the value of multifamily space currently under construction in the District. Comparable Multifamily Projects The trade area has seen a number of recently built projects as well as projects under construction. Several projects, including Outlook at Clear Creek Crossing in the District, are still under construction, but are in the process of lease up (Table 22). The average vacancy rate of 25.9% is relatively high due to the large number of competitive projects currently still leasing up. Average effective rents per square foot are $2.30 per square foot. The Outlook property is currently effectively renting at $2.16 per square foot. About 561 units are currently vacant in these competitive properties and have been incorporated into the demand analysis. Multifamily housing capture rate: Forecast trade area annual multifamily housing demand 1,670 2021‐2025 estimated trade area total multifamily housing demand 8,350 Remaining multifamily units to be absorbed 561 Planned, proposed and under construction multifamily projects 2,880 Forecast trade area multifamily demand 2021‐2025 4,909 District residential capture rate 6% Source: ArLand Residential Capture Rate Calculation Page 40 Table 22. Multifamily Comparable Projects Figure 15. Multifamily Comparable Projects Source: Costar, ArLand There are a number of potential comparable projects as depicted. However, in order to calculate the most relevant values, a number of the projects were not included. Projects in the City of Denver were not included (2,8) since the Denver comparables are in dense, mixed Map ID Property Name Property Address Number Of Units Avg Effective/SF Avg Unit SF Year Built Vacancy Rate Remaining Units 1Outlook at Clear Creek Crossing 4040 Clear Creek Dr 310 $2.16 798 2021 37.4% 116 2Alexan Julian 3400 W 38th Ave 202 $2.62 836 2020 34.2% 69 3West 38 7333 W 38th Ave 162 $2.07 918 2020 5.4% 9 4Gateway at Arvada Ridge Apts 5458 Lee St 296 $2.22 857 2019 12.8% 38 5Alta Green Mountain 13055 W Mississippi Ct 260 $2.33 963 2020 5.6% 15 6Epoque Golden 1175 Newstar Way 120 $2.88 995 2019 51.1% 61 7Oak Street Station 1420 Oak St 291 $2.08 757 2019 2.8% 8 8Raleigh at Sloan's Lake 1650 N Raleigh St 249 $2.29 993 2020 18.4% 46 9Timberline Farms 5705 Simms St 314 $2.21 916 2018 5.8% 18 10 MAA Westglenn 9030 Wadsworth Blvd 306 $2.04 845 2021 97.1% 297 Average / Totals (Excluding Outlook at Clear Creek) 2,200 $2.30 8,080 25.9% 561 Source: CoStar, ArLand Page 41 use urban neighborhoods. Mixed use projects (3,7) were also not included since the subject property is a single use multifamily property. Jefferson County projects were prioritized. Table 23. Assessor’s Values per Unit Table 23 shows the most relevant comparable properties. These projects are all in Jefferson County and built in the last two years. The valuation of units on a per unit basis ranges from $270,000 to $300,000 per unit with an average value of $285,000 per unit (Table 24). Clear Creek Crossing is still under construction and in lease up. ArLand Land Use Economics believes that its pricing will increase to a level commensurate with comparable projects in the trade area as construction is completed and the community is established. Table 24. Multifamily Assessed Value Summary Table 25 summarizes the estimated value and schedule for the Outlook at Clear Creek Crossing apartment project. Table 25. Summary Value and Schedule for Outlook at Clear Creek Crossing Property Name County Built Market Value / Unit Gateway at Arvada Ridge Apts Jefferson 2019 $297,000 Alta Green Mountain Jefferson 2020 $297,000 Epoque Golden Jefferson 2019 $269,775 Source: Jefferson County Assessors Office, ArLand Multifamily Assessed Value Summary Per Unit Low $270,000 High $300,000 Average $285,000 Source: Jefferson County Assessors Office, ArLand Multifamily Absorption Schedule Estimated Value Per Unit 2020 2021 Total Outlook at Clear Creek Crossing Apartment $285,000 78 232 310 Source: Jefferson County Assessor's Offie, ArLand Page 42 VII. RETAIL The District is planning for a variety of retail projects (see Figure 2). They include: 25,000 of retail / restaurant uses at Clear Creek Crossing 111,000 square feet of fitness retail at Clear Creek Crossing 3,500 gas station / convenience at Clear Creek Crossing 6,500 square feet of QSR retail at Applewood Village 5,300 square feet of auto‐related retail at 38th and Kipling This section will discuss retail market trends and characteristics, followed by a summary of potential retail demand. 7.1 Metro Denver Retail Market The Denver metro retail market has seen continual growth since 2016, even during the pandemic (Table 26). Absorption saw a big decrease in 2020. While 2021 has seen a return to positive net absorption, it’s still slow. Lease rates on a triple net basis have seen an increase from $16.17 per square foot to $18.50 per square foot in 2021. Vacancy rates between 2016 and Q2 2021 have ranged from 3.7% to 5.1%. Table 26. Metro Denver Retail Characteristics 7.2 Retail Trade Area Market Trade Area Retail Characteristics The trade area for retail encompasses the same trade area as residential, an approximate 7‐ mile radius from the subject area. Retail space in the trade area is highly concentrated at Colorado Mills, Belmar, along West Colfax Avenue, around the Interstate 70 and Kipling Street interchange and north of I‐70 along Wadsworth Boulevard (Figure 16). These are all major corridors or large development nodes. 2016 2017 2018 2019 2020 Q2 2021 Inventory (SF) (000s)155,456 156,670 157,955 158,586 159,427 159,513 Vacancy Rate 4.7% 4.2% 3.7% 4.1% 5.1% 5.1% Lease Rate $16.17 $17.60 $18.24 $17.98 $18.33 $18.50 % change 8.8% 3.6%‐1.4% 1.9% 0.9% Net Absorption 1,825,609 1,785,464 2,041,304 43,964 ‐797,500 7,984 Net Deliveries 1,660,439 1,690,237 1,799,279 1,082,812 798,307 104,433 Source: CoStar, ArLand, King Page 43 The trade area retail market is comprised of nearly 31 million square feet of retail. Since 2016, approximately 1.15 million square feet of retail in 87 buildings has been added to the trade area. (Table 27) Table 27. Retail Trade Area Inventory, 2016 to Q2 2021 Figure 16. Trade Area Retail Source: CoStar, ArLand Year Number of Retail Buildings Retail Square Feet 2016 2,341 29,647,097 2017 2,364 30,006,864 2018 2,396 30,496,692 2019 2,418 30,717,660 2020 2,424 30,763,156 Q2 2021 2,428 30,797,600 Change 2016 ‐ Q2 2021 87 1,150,503 Source: CoStar, ArLand Page 44 Retail Trade Area Vacancy Rates Retail vacancy rates have hovered between 3.8% to 5.6% between 2016 and the second quarter of 2021 (Figure 17). Figure 17. Retail Trade Area Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Retail Market Construction / Deliveries Additional retail space came online every year from 2016 through the second quarter of 2021 (Figure 18). In sum, approximately 1.6 million square feet of retail space was constructed and delivered during this time. From 2016 to 2020, an average of 312,412 square feet was delivered annually. Deliveries slowed in 2020 to about 45,000 square feet and in the first half of 2021 to nearly 35,000 square feet. Figure 18. Retail Space Net Deliveries, 2016 to Q2 2021 Source: CoStar, ArLand 3.8%4.0%4.0% 5.0% 5.6%5.6% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e s Year 183,988 518,052 341,017 481,528 220,968 45,496 34,444 0 100,000 200,000 300,000 400,000 500,000 600,000 2015 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year Page 45 Retail Market Absorption Total net absorption from 2016 through the second quarter of 2021 was 1,213,127 square feet (Figure 19). Net absorption of retail space oscillated from 2016 to 2018 with average absorption of 473,544 square feet annually during this time. Negative absorption was seen in 2019 and 2020, with a total negative absorption of 262,798 square feet during this time. Net absorption returned to the black (55,293 square feet) in the second quarter of 2021. Figure 19. Retail Market Absorption, 2016 to Q2 2021 Source: CoStar, ArLand Retail Deliveries, Absorption, and Vacancy Rates (combined) The retail market was robust through 2018, but demand faltered starting in 2019 through 2020 (Figure 20). Low demand in 2019 and 2020 coupled with ongoing deliveries resulted in an increase in the vacancy rate. 670,042 270,854 479,736 (104,571)(158,227) 55,293 (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year Page 46 Figure 20. Retail Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Retail Market Lease Rates From 2016 to 2020 the market rent for retail space consistently increased from $18.13 to $20.64 per square foot, a 3.3% average annual rate of growth (Figure 21). Despite year‐over‐year growth, the rate of growth slowed each year from 2017 to 2020. However, market rent actually increased in 2020 despite the advent of the pandemic. Market rent in the first quarter of 2021 fell slightly (‐0.2%) from 2020 to $20.60. Lease rates for newer restaurant and retail projects in the trade area built and delivered to the market between 2016 and Q2 2021 have seen current lease rates of $22.28 per square foot compared to the general lease rates of $20.60. Figure 21. Retail Market Rent per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e s Ax i s Ti t l e Year Net Deliveries Net Absorption Vacancy $18.13 $19.03 $19.76 $20.33 $20.64 $20.60 $17.00 $17.50 $18.00 $18.50 $19.00 $19.50 $20.00 $20.50 $21.00 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u r e Fo o t Year Page 47 7.3 Retail Demand Trade area demand for retail for 2021 through 2026 is forecast based on absorption and construction / deliveries in the trade area. Absorption and Construction / Deliveries Trends method The average annual retail absorption in the trade area was 231,567 square feet between 2016 and 2020. This average figure includes negative absorption experienced during the pandemic. Between 2016 and 2020, deliveries remained positive, although it started slowing substantially in 2019. Between 2016 and 2020, an average of 321,412 square feet of retail was constructed / delivered annually to the market. From 2021 through 2026, average annual retail trade area demand is forecast to range from 230,000 square feet to 320,000 square feet. Projects Planned / Under Construction Approximately 144,000 square feet of retail is proposed or under construction in the trade area as shown in Table 28 and Figure 22. Table 28. Retail Projects Proposed, Planned, and Under Construction Map ID Property Address Building Status Delivery Est.Rentable Building Area (SF) 15300 Sheridan Blvd Under Construction 2021 7,200 22830 W 25th Ave Under Construction 2021 1,115 34835 W 38th Ave Proposed 8,000 47465 W 92nd Ave Proposed 2021 3,120 5707 Federal Blvd Proposed 2022 2,200 6815 Federal Blvd Proposed 2022 3,500 75190 Federal Blvd Proposed 2022 20,000 83795 Wadsworth Blvd Under Construction 2021 6,820 9 999 S Wadsworth Blvd Proposed 2022 4,000 10 8980 Westminster Blvd Under Construction 2021 16,225 11 Westminster Blvd And 92nd Under Construction 2021 34,312 12 14967 Candelas Pky Proposed 2022 3,000 13 Federal Blvd And Westminster Station Dr Proposed 2022 30,000 14 998 Sheridan Blvd Proposed 2022 4,650 Total 144,142 Source: CoStar, ArLand Page 48 Figure 22. Retail Projects Planned, Proposed and Under Construction Source: CoStar, ArLand 7.4 Retail Capture Rate Calculation Annual trade area retail demand is estimated at 230,000 and 320,000 square feet in 2021 to 2025 (Table 29). Total demand is estimated at 1.15 to 1.6 million square feet for this time period. An estimated 144,142 square feet of retail is either proposed or under construction. Remaining demand is estimated at over 1 million square feet. There is approximately 160,000 square feet of retail currently planned in the District (see Figure 2 and Table 4. The District’s retail capture rate is 11% to 16%; both of which are reasonable ratios for future share of the trade area market (Table 29). The proposed retail locations are adjacent to existing retail and/or adjacent to major highways in the west Denver region. Page 49 Table 29. Retail Capture Rate Calculation 7.5 Retail Valuation Comparable Retail Projects There are a number of comparable retail projects in the trade area shown in Table 30 and Figure 23. There are a variety of retail types represented with varying lease rates depending on its retail niche. Despite the pandemic, vacancy rates are low, although business has likely been down at many of these establishments. In some cases, leases may have been renegotiated. Lucky’s shut its Wheat Ridge location prior to the pandemic because of business‐wide concerns. The current lease rates for newer retail and restaurant projects built between 2016 and Q2 2021 is $22.26 per square foot. The valuation of planned projects within the District is likely to be in line with prevailing market conditions for comparable projects at project completion as shown with the project comparables. Retail capture rate: Low (SF)High (SF) Forecast trade area annual retail demand 230,000 320,000 2021‐2025 estimated trade area total retail demand 1,150,000 1,600,000 Planned and Under Construction Retail 144,142 144,142 Forecast trade area retail demand 2021‐ 2026 1,005,858 1,455,858 District retail sf 160,000 160,000 District retail capture rate 16% 11% Source: ArLand Note: Planned projects include 25,000 sf of retail / restaurant at Clear Creek Crossing 111,000 sf of fitness retail 3,500 sf gas station / convenience 6,500 sf of QSR retail at Applewood Village 5,000 sf of auto services at 38th and Kipling 10,000 sf of misc. retail Retail Capture Rate Calculation Page 50 Table 30. Trade Area Comparable Retail Projects Map ID Property Name Property Address RBA (SF)Estimated Rent ($/SF/Yr)Year Built Vacancy % 1 Edgewater Public Market Restaurant 5507 W 20th Ave 3,484 $21.76 ‐ 26.59 (Est.) 2020 0.0% 2Building 55609 W 44th Ave 475,137 $16.71 ‐ 20.43 (Est.) 2016 1.5% 3Building 3 ‐The Shops at Ralston Creek 9405 W 58th Ave 6,000 $18.27 ‐ 22.33 (Est.) 2017 0.0% 4Building 49528 W 58th Ave 7,363 $19.38 ‐ 23.68 (Est.) 2017 0.0% 514950 W 64th Ave 7,776 $19.72 ‐ 24.11 (Est.) 2019 0.0% 6 13730 W 85th Dr 6,323 $17.40 ‐ 21.27 (Est.) 2019 0.0% 714659 W 86th Pky 10,584 $20.98 ‐ 25.65 (Est.) 2018 0.0% 8Kum & Go #2310 3432 Clear Creek Dr 5,669 $14.92 ‐ 18.24 (Est.) 2021 0.0% 96671 W Colfax Ave 1,500 $21.44 ‐ 26.21 (Est.) 2018 0.0% 10 7‐Eleven 9995 W Colfax Ave 3,500 $19.61 ‐ 23.97 (Est.) 2021 0.0% 11 14195 W Colfax Dr 4,640 $22.90 ‐ 27.99 (Est.) 2017 0.0% 12 17101 S Golden Rd 6,454 $34.41 ‐ 42.06 (Est.) 2019 23.2% 13 Building 1 ‐ The Shops at Ralston Creek 5830 Independence St 7,363 $19.35 ‐ 23.65 (Est.) 2017 0.0% 14 6395 Joyce Dr 28,000 $15.90 ‐ 19.43 (Est.) 2017 0.0% 15 Bldg 25091 Kipling St 14,200 $15.05 ‐ 18.40 (Est.) 2018 0.0% 16 Building 39515 Ralston Rd 6,706 $19.07 ‐ 23.31 (Est.) 2017 0.0% 17 Building 2 ‐The Shops at Ralston Creek 9585 Ralston Rd 10,332 $15.36 ‐ 18.77 (Est.) 2017 0.0% 18 Chick‐fil‐A1901 Sheridan Blvd 4,558 $19.91 ‐ 24.34 (Est.) 2018 0.0% 19 CVS 3740 Sheridan Blvd 13,013 $17.07 ‐ 20.87 (Est.) 2017 0.0% 20 Verizon Wireless 4395 Sheridan Blvd 3,000 $23.09 ‐ 28.22 (Est.) 2020 0.0% 21 Starbucks 975‐999 Wadsworth Blvd 2,400 $15.20 ‐ 18.58 (Est.) 2018 0.0% 22 Bldg C3753 Wadsworth Blvd 6,820 $35.54 ‐ 43.43 (Est.) 2018 0.0% 23 Bldg E‐ Restaurant 3765 Wadsworth Blvd 5,000 $14.23 ‐ 17.39 (Est.) 2018 0.0% 24 Bldg F‐ Restaurant Pad Site 3795 Wadsworth Blvd 5,000 $22.26 ‐ 27.20 (Est.) 2020 0.0% 25 Lucky's Market 3795 Wadsworth Blvd 35,000 $21.50 ‐ 26.28 (Est.) 2018 96.6% 26 Bldg D3795 Wadsworth Blvd 6,820 $37.75 ‐ 46.14 (Est.) 2018 0.0% 27 Bldg B3795 Wadsworth Blvd 6,820 $37.13 ‐ 45.39 (Est.) 2018 0.0% 28 Bldg A3795 Wadsworth Blvd 6,820 $22.99 ‐ 28.10 (Est.) 2019 0.0% 29 Ziggis Coffee 2900 Youngfield St 2,959 $14.60 ‐ 17.85 (Est.) 2019 0.0% 30 Starbucks 3210 Youngfield St 2,324 $15.05 ‐ 18.40 (Est.) 2017 0.0% 31 King Soopers Fuel Pad 3250 Youngfield St 6,800 $14.49 ‐ 17.70 (Est.) 2018 0.0% 32 Hacienda Colorado 3298 Youngfield St 9,500 $14.23 ‐ 17.40 (Est.) 2019 0.0% 33 Edgewater Public Market 5479 Depew St 8,500 $21.57 ‐ 26.36 (Est.) 2019 0.0% 34 7‐Eleven 4415 McIntyre St 1,700 $18.11 ‐ 22.13 (Est.) 2016 0.0% 35 9215 Ralston Rd 30,000 $15.34 ‐ 18.74 (Est.) 2017 0.0% Source: CoStar, ArLand Page 51 Figure 23. Comparable Retail Projects Source: CoStar, ArLand As noted previously, there are a number of specific retail projects either recently built, being planned or are under construction with the District. They include: o 25,000 square feet of retail / restaurant uses at Clear Creek Crossing o 111,000 square feet of fitness retail at Clear Creek Crossing o 5,700 square feet of gas station / convenience at Clear Creek Crossing o 6,500 square feet of QSR retail at Applewood Village o 5,300 square feet of auto‐related retail at 38th and Kipling The following tables provide estimated valuations for each of the projects based on recently built comparables in the District and trade area. Jefferson County comparables were prioritized. Table 31 includes suggested local comparables for the 25,000 square feet of retail at Clear Creek Crossing. Although potential tenants are currently unknown, the range of potential tenants types are reflected in this table. The adjusted average valuation is $332 per square foot. Page 52 Table 31. Retail / Restaurant Assessed Value Summary Table 32 includes suggested local comparables for the 111,000 square feet of fitness retail being planned for Clear Creek Crossing. The majority of local comparables are much smaller facilities, so the analysis examined larger facilities in neighboring counties. The adjusted averaged valuation is $70 per square foot. Table 32. Fitness Retail Assessed Value Summary Table 33 examines Kum & Go facilities specifically which includes gas as well as a sizeable convenience retail component. There are two recently built facilities in Jefferson County. The updated valuation for the Kum & Go facility at Clear Creek Crossing has not been updated by the assessor due to its schedule. The adjusted average valuation is $484 per square foot. Table 33. Kum & Go (Gas and Convenience) Assessed Value Summary Table 34 examines the two retail types specifically planned for the 6,500 square foot building at Applewood Village. It is intended for a Chick‐fil‐A and a Valvoline. As there are no Property Name County Year Built Size (SF) Market Value / SF Coffee (Chain) Jefferson 2018 2,400 $616 Restaurant (Local Chain) Jefferson 2019 8,500 $186 Day Care Jefferson 2018 10,220 $213 Cell Phone Store Jefferson 2017 4,747 $308 Paint Store Jefferson 2019 6,454 $245 Adjusted Average $332 Source: Jefferson County Assessors Office, ArLand Property Name County Year Built Size (SF) Market Value / SF Lifetime Fitness Adams 2008 70,000 $25 VASA Fitness Broomfield 2000/2018 (renov) 57,816 $86 The Point Jefferson 1975/2018 (renov) 65,000 $39 Adjusted Average $70 Source: Adams, Broomfield, and Jefferson County Assessors Office, ArLand Property Name County Year Built Size (SF)Market Value / SF Kum & Go Jefferson 2018 6,612 $493 Kum & Go Adams 2019 5,650 $649 Kum & Go Jefferson 2020 5,620 $248 Adjusted Average $484 Source: Jefferson and Adams County Assessors Office, ArLand Page 53 Valvoline’s in the Trade Area, recently built comparable auto service establishments were analyzed. The adjusted average valuation is $430 per square foot. Table 34. QSR and Auto Retail Assessed Value Summary Table 35 includes suggested comparables for the 5,300 square foot auto services retail at 38th and Kipling. It is intended to be a Christian Brothers auto repair, a local chain which is expanding throughout the metro area. A variety of different auto services types were examined to derive the average valuation for a retail and services outlet of this type. Table 36 summarizes the retail projects, their estimated values, and estimated completion dates. Table 35. Auto Services Assessed Value Summary Property Name County Year Built Size (SF)Market Value / SF Chick‐fil‐A Jefferson 2018 4,558 $506 Chick‐fil‐A Jefferson 2013 4,669 $440 Adjusted Average $525 Grease Monkey Jefferson 2007 3,196 $326 Firestone Jefferson 2013 11,441 $204 Adjusted Average $335 Overall Average $430 Source: Jefferson County Assessors Office, ArLand Property Name County Year Built Size (SF)Market Value / SF Grease Monkey Jefferson 2007 3,196 $326 Firestone Jefferson 2013 11,441 $204 Circle K Jefferson 1999 3,515 $304 Caliber Collision Jefferson 2019 15,750 $129 Adjusted Average $318 Source: Jefferson County Assessors Office, ArLand Page 54 Table 36. Summary Value and Schedule for District Retail Property Name Value Estimated Delivery / Construction Completion 25,000 SF of Retail $332 / SF 2023 111,000 SF of Fitness Retail $70 / SF 2023 5,700 SF of Gas Station / Convenience $484 / SF 2021 6,500 SF of QSR / Auto Retail $430 / SF 2022 5,300 SF of Auto Services Retail $318 / SF 2021 Source: City of Wheat Ridge, Jefferson, Adams and Broomfield Counties, ArLand Page 55 VIII. HOTEL 8.1 Hotel, Industrial and Office Trade Area A trade area for hotel, office, and industrial uses has been identified to analyze market supply and demand factors that relate to forecast absorption of these uses in the District. The trade area encompasses much of the western Denver metropolitan area. It generally includes parts of Denver, Westminster, Arvada, Wheat Ridge, Lakewood, and Jefferson County. It is generally bounded by Federal Boulevard on the east to the foothills of Jefferson County on the west and from U.S. Highway 285 on the south to just north of State Highway 72 (Coal Creek Canyon Road) Competitive demand and supply for these land uses typically take a much larger regional competitive area into account than residential trade areas (Figure 24). Figure 24. Hotel, Industrial, and Office Trade Areas Source: CoStar, ArLand Page 56 Hotel, Office, and Industrial Trade Area Demographics Population and Households Trade area population was 508,187 persons in 207,350 households in 2010 (Figure 25). Trade area population is forecast at 605,405 persons in 245,102 households by 2025. This growth represents a 1.2% annual growth rate between 2010 and 2025. This trade area is larger than the residential trade area. The average annual growth rates for both trade areas (including residential) is similar at an annual average of 1.2% to 1.3%. Figure 25. Hotel, Office, and Industrial Trade Area Demographic Trends and Forecasts Source: ESRI, ArLand, King & Associates, Inc. 8.2 Metro Denver Hotel Market The District is planning for a 125‐room Hampton Inn at Clear Creek Crossing. The project is in its final planning stages. This section will discuss hotel market trends and characteristics, followed by a discussion of potential hotel demand. As of the time of this report (June, 2021), the Denver metro region was beginning to emerge from the pandemic and travel appeared to be on the upswing. As shown in Table 4 and Figure 2, a 125 room Hampton Inn is being planned in the District at Clear Creek Crossing. Through 2019, the metro Denver hotel market had been consistently operating at occupancy rates in the 72 to 73% range (Table 37). The 2020 pandemic resulted in a drop in occupancy rates to 56.4% in 2020 and 45.4% in 2021. During this time, however, the trade area continued to add hotel rooms. 600,000 550,000 500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 2010 2020 2025 Population 508,187 572,914 605,405 Households 207,350 232,299 245,102 Household Size 2.41 2.43 2.44 Page 57 A 12‐month rolling average daily rate indicates that average daily rates were more than $120 through 2020. The average daily rate decreased to $84.75 in early 2021, however, this rate also does not reflect the summer high season lease rates. Revenue per available room has declined from over $90 to nearly $40 in 2021. Table 37. Metro Denver Hotel Characteristics 8.3 Hotel Trade Area Market Trade Area Hotel Inventory Hotel rooms tend to be clustered along the region’s major highway corridors (Figure 26). The trade area is comprised of about 6,500 hotel rooms in 73 buildings. Between 2016 and Q2 2021, about 1,050 rooms in 10 hotel buildings were added to the trade area inventory, a nearly 20% increase in inventory. Table 38. Hotel Trade Area Inventory, 2016 to Q2 2021 2016 2017 2018 2019 2020 Q2 2021 Inventory (Rooms) 271,293 282,279 293,943 305,540 316,634 318,816 Occupancy Rate 73.7% 72.6% 72.8% 73.1% 56.4% 45.4% Average Daily Rate $123.93 $128.57 $131.04 $132.79 $120.09 $84.75 % change 3.7% 1.9% 1.3%‐9.6%‐29.4% Revenue Per Available Room $91.38 $93.30 $95.00 $97.49 $67.71 $39.65 % change 2.1% 1.8% 2.6%‐30.5%‐41.4% Net Deliveries 1,298 2,522 2,761 2,705 1,365 918 Source: CoStar, ArLand, King Note: Occupancy rate and Average Daily Rate reflects 12 month average from August (previous year) to to July of all years except for 2021 which is through May 2021 Year Number of Hotel Buildings Number of Rooms 2016 63 5,454 2017 66 5,713 2018 67 5,850 2019 70 6,229 2020 70 6,229 Q2 2021 73 6,504 Change 2016‐ Q2 2021 10 1,050 Source: CoStar, ArLand Page 58 Figure 26. Trade Area Hotels Source: CoStar, ArLand Hotel Market Occupancy Rates The average hotel occupancy rate in the trade area from 2016 to 2019 was 63.1% (Figure 27). Occupancies declined dramatically with the advent of the Covid‐19 pandemic in March of 2020. Hotel occupancy rates fluctuate seasonally with typical high occupancies in the summer months, helping offset low occupancy rates in the winter months as shown in Figure 28. Between 2016 and 2019, the average high occupancy rate was 86.4%, while the average low occupancy rate was 52.4%. Occupancies dropped to a low of 26.2% in the spring of 2020. The high occupancy rate in the summer of 2020 was 57.7% while the winter low was 38.5%. Page 59 Figure 27. Hotel Average Occupancy Rates, 2016‐to Q2 2021 Source: CoStar, ArLand Figure 28. Hotel Monthly Occupancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Hotel Construction / Deliveries Between 2016 and Q2 2021, an average of 215 rooms have been delivered to the trade area annually (Figure 29). Despite the consistent additions, average occupancies held steady during this time period at about 70% with the exception of the pandemic years of 2020 and early 2021. About 275 rooms have been delivered to the market in 2021. No deliveries occurred in 2020. 70.0% 70.5% 70.2% 72.4% 48.2% 47.4% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 2016 2017 2018 2019 2020 Q2 2021 Oc c u p a n c y Ra t e Year 86.3% 50.3% 86.7% 53.8% 85.2% 53.1% 87.3% 52.7% 26.2% 57.7% 38.5% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% Ja n 20 1 6 Ma r 20 1 6 Ma y 20 1 6 Ju l 20 1 6 Se p 20 1 6 No v 20 1 6 Ja n 20 1 7 Ma r 20 1 7 Ma y 20 1 7 Ju l 20 1 7 Se p 20 1 7 No v 20 1 7 Ja n 20 1 8 Ma r 20 1 8 Ma y 20 1 8 Ju l 20 1 8 Se p 20 1 8 No v 20 1 8 Ja n 20 1 9 Ma r 20 1 9 Ma y 20 1 9 Ju l 20 1 9 Se p 20 1 9 No v 20 1 9 Ja n 20 2 0 Ma r 20 2 0 Ma y 20 2 0 Ju l 20 2 0 Se p 20 2 0 No v 20 2 0 Ja n 20 2 1 Ma r 20 2 1 Oc c u p a n c y Ra t e s Dates Page 60 Figure 29. Hotel Room Construction / Deliveries, 2016 to Q2 2021 Source: CoStar, Smith Travel Research, ArLand Hotel Demand and Supply Between 2016 and 2019, increased supply in the market has been met by increased demand. Figure 30 depicts an average of average monthly demand and supply in the trade area. Demand represents average (monthly) room nights filled. The supply represents the total rooms (monthly) in the trade area. Figure 30. Average Hotel Demand and Supply (Monthly), 2016‐Q2 2021 Source: CoStar, STR, ArLand 135 259 261 255 0 275 0 50 100 150 200 250 300 2016 2017 2018 2019 2020 Q2 2021 Un i t s Year 165,077 172,638 178,149 189,137 183,676 188,462 115,653 121,924 125,277 137,035 89,101 89,538 0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 200,000 2016 2017 2018 2019 2020 Q2 2021 Ro o m Ni g h t s Year Supply Demand Page 61 Hotel Average Daily Rates and Revenues per Available Room Between 2016 and 2019, average daily room rates (averaging the monthly averages) have increased from $106 to $111 (Figure 31). Revenue per Available Room (“RevPar”) refers to the hotels ability to fill its available rooms at the average rate and is a commonly used hotel metric. RevPars were consistently about 70% of Average Daily Rates (“ADR”), reflecting the general average stable occupancies of 70% between 2016 and 2019. Both ADRs and RevPars dipped in 2021 and the first few months of 2021. The 2021 figures reflect January through April and do not reflect the higher summer travel season. As Figure 32 indicates, average daily rates start to see their seasonal summer increase starting in May and peaking in July. Figure 31. Hotel Average Daily Rates and Revenues per Available Room, 2016 to Q2 2021 Source: CoStar, ArLand $105.08 $110.59 $110.62 $111.61 $82.06 $76.62 $74.67 $79.29 $79.04 $82.21 $40.60 $36.55 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 2016 2017 2018 2019 2020 Q2 2021 (April) Ro o m Ra t e s Year Average ADR Average RevPAR Page 62 Figure 32. Hotel Average Daily Rates by Month, 2016 to 2019 Source: CoStar, ArLand 8.4 Hotel Demand As of the time of this report, Covid‐19 vaccinations have become more widely disseminated, the summer travel season has begun, mask mandates have been lifted (for those who have been vaccinated). However, many public places (including airports) still have mask mandates in place and younger children have not yet been vaccinated in significant numbers. Trade area hotel demand for 2021‐2025 is forecast based on construction / deliveries. Hotel demand assumes that in the very near future (within the next 1.5 years) that pandemic concerns and travel related restrictions will have eased. Construction / Deliveries Trends Method Average construction / deliveries in the trade area between 2016 and Q2 2021 has been about 215 hotel rooms annually despite the recent slowdown. Between 2016 and 2019, prior to the pandemic, despite the ongoing additions to the market, average occupancies have been about 70%, indicating continued strong demand for hotel rooms in the trade area. Average annual hotel trade demand is forecast at about 215 hotel rooms annually between 2021 and 2025. Projects Planned / Under Construction Approximately 840 hotel rooms are proposed or under construction in the trade area as shown in Table 39 and Figure 33. $95.83 $98.14 $99.00 $102.03 $111.70 $126.65 $128.34 $124.66 $119.57 $114.01 $100.96 $92.79 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Ro o m Ra t e Month Page 63 Table 39. Hotel Projects Proposed, Planned, and Under Construction Figure 33. Hotel Projects Proposed, Planned, and Under Construction Source: CoStar, ArLand Map ID Property Name Property Address Number of Rooms Delivery Est.Hotel Class Building Status 1Hampton by Hilton 4086 Youngfield St 125 2023 Upper Midscale Final Planning 2 Holiday Inn Express 12476 W Bayaud Ave 88 2023 Upper Midscale Final Planning 3Fairfield Inn 28656 Tepees Way 82 2022 Upper Midscale Final Planning 4Tru by Hilton 11905 W 6th Ave 86 2023 Midscale Proposed 5TownePlace Suites by Marriott Golden 16200 W Colfax Ave 76 2023 Upper Midscale Final Planning 6Fairfield Inn & Suites Golden 16289 W Colfax Ave 81 2022 Upper Midscale Final Planning 7Tru by Hilton Golden Denver West 16401 W Colfax Ave 100 2023 Midscale Final Planning 8Residence Inn 490 S Teller St 102 2023 Upscale Final Planning 9Residence Inn 5560 Wadsworth Byp 125 2023 Upscale Final Planning 10 Hampton by Hilton 2535 S Wadsworth Blvd 100 2022 Upper Midscale Proposed Total 840 Source: CoStar, ArLand Note: Total rooms does not include the Hampton by Hilton which is in the District. Page 64 8.5 Hotel Capture Rate Calculation Annual trade area hotel demand estimated at 215 hotel rooms annually from 2021 to 2025 (Table 40). Total demand is estimated at over 1,000 hotel rooms for this time period. An estimated 840 hotel rooms are either proposed or under construction. Remaining demand is an estimated 235 hotel rooms. There is a 125 room Hampton Inn currently planned in the District (see Figure 2 and Table 4.) The district hotel capture rate is 53%. The capture rate ratio is a little high at 53%; however, proposed projects (of which there are two) don’t always materialize. Additionally, the proposed Hampton Inn location is in close proximity to the relocated SCL Health hospital and some if its future customers are likely to be hospital and medical office visitors and/or affiliated with patients at the hospital. In addition to medical demand, the hotel is well located at the west end of the Denver metro area at the gateway to the mountains and is particularly competitive for I‐70 traffic. Table 40. Hotel Capture Rate Calculation 8.6 Hotel Valuation The anticipated valuation from the Hampton Inn project is likely to be comparable with its Upper Midscale product category (Table 43). Valuation of recently built comparable trade area hotel projects have been researched to assess the value of hotel space currently being planned in the District. Comparable Hotel Projects There are a number of comparable upper midscale hotel projects in the trade area shown in Table 41 and Figure 34. Individual project occupancy rates are unknown, but collectively, according to CoStar, the occupancy rate is about 50.6% primarily from effects of the pandemic. Hotel capture rate: Forecast trade area annual hotel demand 215 2021‐2025 estimated trade area total hotel demand 1,075 Planned and Under Construction Hotel 840 Forecast trade area hotel demand 2021‐ 2025 235 District hotel 125 District hotel capture rate 53% Source: ArLand Note: Planned project includes 125 room Hampton Inn in the final planning stages at Clear Creek Crossing Hotel Capture Rate Calculation Page 65 Table 41. Comparable Hotel Projects Figure 34. Comparable Hotel Projects Source: CoStar, ArLand In order to calculate the most appropriate values, the analysis focused on the most recently built projects in the trade area, primarily those built between 2017 and 2021. Map ID Property Name Property Address Number of Rooms Category Year Built 1Hampton by Hilton 4040 Clear Creek Dr 125 Upper Midscale 2021 2Holiday Inn Express 17140 W Colfax Ave 100 Upper Midscale 2015 3Comfort Suites 8679 Destination Dr 98 Upper Midscale 2021 4Comfort Suites Near Denver Downtown 620 Federal Blvd 80 Upper Midscale 2017 5Comfort Inn Denver West 10200 S I 70 Service Rd 64 Upper Midscale 2001 6 Drury Inn & Suites Denver Westminster 10393 Reed St 180 Upper Midscale 2012 7Fairfield Inn Denver West Federal Center140 S Union Blvd 128 Upper Midscale 2019 8Home2 Suites by Hilton 50 Van Gordon St 107 Upper Midscale 2013 Average / Totals (Excluding Hampton by Hilton) 757 Source: CoStar, ArLand Note: Total rooms does not include the Hampton by Hilton which is in the District. Page 66 Table 42. Assessor’s Values per Hotel Room Table 42 shows the most relevant comparable projects, year built, county location and the assessor’s market value per room. In summarizing market values, on a per room basis, the projects were valued at over $90,000 per room up to $108,000 per room with an overall adjusted average of approximately $105,000 per room (Table 43). Table 43. Hotel Assessed Value Summary The planned Hampton Inn is moving through the planning process at the City of Wheat Ridge. While there has been much upheaval, particularly in the hotel market, because of the pandemic, as travel returns, and the SCL Health hospital is built and occupied, ArLand Land Use Economics believes that the mid and long term forecasts for the hotel are positive and in line with the past success of other similar hotels in the trade area. Table 44 summarizes the estimated value and schedule for the Outlook at Clear Creek Crossing apartment project. Table 44. Summary Value and Schedule for Hampton Inn at Clear Creek Crossing Property Name County Built Market Value / Unit Comfort Suites Broomfield 2021 $100,000 Comfort Suites Denver 2017 $108,574 Fairfield Inn Denver West Jefferson 2019 $92,714 Source: Jefferson County Assessors Office, ArLand Hotel Absorption Schedule Estimated Value Per Room Estimated Delivery / Construction Completion ‐ 2023 Hampton Inn at Clear Creek Crossing $105,000 / Room 125 Source: Broomfield, Denver, and Jefferson County Assessor's Office, ArLand Hotel Assessed Value Summary Per Room Low $92,714 High $108,574 Adjusted Average $105,000 Source: Jefferson County, Denver County, and Broomfield County Assessors Office, ArLand Page 67 IX. OFFICE This section will discuss office market trends and characteristics, followed by a discussion of potential office demand. As of the time of this report (June, 2021), the Denver metro region was beginning to emerge from the pandemic; office‐based employees were beginning to return to their offices. Two office projects are being planned in the District. Both are located at Clear Creek Crossing. A 15,170 square office building for Foothills Credit Union is currently under construction and planned for delivery in 2021. The building is a mix of office and ground floor retail (banking) uses. A 130,000 square foot medical office building (MOB) is being planned in the District for delivery in 2025 and 2026. It will be relocated adjacent to the relocated SCL Health hospital. 9.1 Metro Denver Office Market The Metro Denver office market has seen a consistent increase in inventory since 2016 (Table 45). Vacancy rates have ranged from 10.4% to 16.1% during the 2016 to Q2 2021 time period. Lease rates (full service) have generally increased from $26.67 to about $30.42 per square foot. While deliveries have continued, net absorption saw a decrease beginning in 2020 and continuing through Q2 2021. Table 45. Metro Denver Office Characteristics 9.2 Office Trade Area Trade Area Office Inventory The trade area as shown in Figure 24 encompasses a large portion of the western Denver metropolitan area. 2016 2017 2018 2019 2020 Q2 2021 Inventory (SF) (000s)104,654 106,200 108,737 109,350 110,138 111,193 Vacancy Rate 10.9% 11.3% 10.8% 10.4% 13.6% 16.1% Lease Rate $26.67 $27.84 $28.62 $29.67 $30.45 $30.42 % change 4.4% 2.8% 3.7% 2.6%‐0.1% Net Absorption 298,711 1,079,737 2,722,381 913,854 ‐2,817,739 ‐1,820,737 Net Deliveries 636,542 1,545,691 2,471,117 613,377 787,764 1,054,458 Source: CoStar, ArLand, King Page 68 Office space in the trade area is highly concentrated in and near the Denver Federal Center, in the vicinity of Colorado Mills, along the West Colfax Avenue corridor, and around major Interstate‐70 interchanges such as at Wadsworth Boulevard. The trade area office market is comprised of approximately 22.4 million square feet of office (Table 46). Since 2016, nearly 350,000 square feet of office space has been added to the trade area. Table 46. Office Trade Area Inventory, 2016 to Q2 2021 Figure 35. Trade Area Office Source: CoStar, ArLand Year Number of Office Buildings Office Square Feet 2016 1,133 22,044,779 2017 1,135 22,153,469 2018 1,138 22,296,052 2019 1,141 22,331,497 2020 1,141 22,331,497 Q2 2021 1,143 22,392,397 Change 2016 ‐ Q2 2021 10 347,618 Source: CoStar, ArLand Page 69 Office Market Vacancy Rates The office vacancy rate in the trade area fell from 10.4% in 2016 to a low of 8.7% in 2018 before climbing to 9.4% in 2020 (Figure 36). The vacancy rate in the first quarter of 2021 was 10.4%, the same rate as in 2016. Sublet vacancy was very low in 2015 (0.06%) and ranged from 0.3% to 0.5% from 2016 to 2019 before increasing to just over 1% in 2020. The sublet vacancy in the first quarter of 2021 remained at just over 1%, unchanged from 2020. Figure 36. Office Trade Area Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Office Market Construction / Deliveries A total of 716,909 square feet of new office space was constructed and delivered to market in the trade area from 2016 through Q2 2021. Of the total space delivered during this time, 52% of the total, or nearly 370,000 square feet was delivered in 2016 (Figure 37). On average, 130,350 square feet was delivered annually from 2016 through Q2 2021. The trade area saw no office space deliveries in 2020. In 2019, about 35,000 square feet of office space was delivered to the market. Figure 37. Office Space Deliveries, 2016 to Q2 2021 Source: CoStar, ArLand 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 2015 2016 2017 2018 2019 2020 Q2 2021 Direct Vacancy Sublet Vacancy 10.4% 9.2%8.7%8.9% 10.4%9.4% 144,910 369,291 108,690 142,583 35,445 0 60,900 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 2015 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year Page 70 Office Market Absorption Total net absorption of office space (demand) in 2016 through Q2 2021was 715,800 square feet with an with an annual average absorption of 130,150 square feet (Figure 38). 2019 saw negative absorption of 24,000 square feet. By 2020 and through the second quarter of 2021, the effects of the pandemic resulted in negative net absorption of approximately 265,000 square feet. Figure 38. Office Space Net Absorption, 2015 to Q2 2021 Source: CoStar, ArLand Office Deliveries, Absorption, and Vacancy Rates (combined) Figure 39 combines office space deliveries, absorption, and vacancy rates for 2016 to Q2 2021. Significant office space deliveries were seen in the trade area in 2016, and it was accompanied by significant absorption. While deliveries have fluctuated, absorption reached its high point in 2016. Between 2016 and 2018, the trade area saw positive, yet decreasing absorption. 2020 and 2021 saw the effects of the pandemic on the office market in the trade area. Figure 39. Office Deliveries, Net Absorption, and Vacancy Rates, 2015 to Q2 2021 Source: CoStar, ArLand 355,451 393,934 372,384 239,356 (24,107) (97,516) (168,228)(200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 2015 2016 2017 2018 2019 2020 Q 2 2021 Sq u a r e Fe e t Year 8.5% 9.0% 9.5% 10.0% 10.5% 11.0% (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Su q a r e Fe e t Year Net Deliveries Net Absorption Vacancy Page 71 Office Market Lease Rates The market rent per square foot of office space rose by 3.6% per year on average from $20.86 per square foot in 2016 to $24.03 per square foot in 2020 (Figure 40). Market rent declined slightly in the first quarter of 2021 to $23.95 per square foot. Figure 40. Office Market Rent per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 9.3 Office Demand As of the time of this report, Covid‐19 vaccinations have become more widely disseminated and a number of Denver area companies have begun to call their employees back to the office. However, there are cyclical office impacts from Covid as well as potential future structural impacts on the office market assuming that more employees are going to work from home. Forecasts indicate continued regional employment growth. Trade area office demand for 2021‐2025 is forecast based on absorption and construction / deliveries. Absorption and Construction / Deliveries Trends Method Average office space absorption in the trade area between 2016 and Q2 2021 has been about 130,150 square feet annually despite the pandemic downturn. Average construction / deliveries in the trade area between 2016 and Q2 2021 has been about 130,350 square feet annually despite the recent slowdown. Average annual office trade demand is forecast at 130,000 square feet annually from 2021 through 2026. Projects Planned / Under Construction In the District, a 15,170 square foot build‐to‐suit office building for the Foothills Credit Union is currently being built. A 130,000 square foot MOB adjacent to SCL Health hospital is scheduled for delivery in 2025‐6. Table 47 and Figure 41 show the nearly 3.8 million square feet of office proposed and under construction in the office trade area. $20.08 $20.86 $21.71 $22.63 $23.77 $24.03 $23.95 $19.00 $20.00 $21.00 $22.00 $23.00 $24.00 $25.00 2015 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u a r e Fo o t Year Page 72 Several build‐to‐suit offices are included in this list (ie Ball Corporation). A number of office buildings were announced prior to the Pandemic. Given the uncertainty, for the time period, the date of estimated delivery for some of these office buildings may be pushed out. Approximately 77,000 square feet of office space that has been identified for medical office uses is either under construction or proposed in the District at Candelas and Belmar. Table 47. Office Projects Proposed, Planned and Under Construction Map ID Property Name Property Address RBA Building Status Delivery Est. 1 Foothills Credit Union 3550 Clear Creek Dr 15,170 Under Construction 2021 2 Candelas Medical Office Building 15389 W 91st Dr 42,369 Under Construction 2021 3Belmar Medical Plaza 7955 W Alameda Ave 35,000 Proposed 2022 48520 Uptown Ave 60,000 Proposed 2022 5Wang 38 6230 W 38th Ave 10,000 Proposed 2021 6W 88th Ave 180,000 Proposed 2022 7W 88th Ave 450,000 Under Construction 2023 8D4 Build‐to‐Suit 90th Ave 600,000 Proposed ‐‐ 9Ball Corporation W 108th Cir 139,500 Under Construction 2021 & 2 10 Simms Tech Park W 112th And Simms 384,040 Proposed ‐‐ 11 10240 Church Ranch Way 50,000 Proposed ‐‐ 12 Downtown Westminster Eaton St 1,800,000 Proposed ‐‐ 13 100 S Wadsworth Blvd 9,300 Under Construction 2021 14 4860 Ward Rd 31,300 Proposed 2022 Total 3,791,509 Source: CoStar, ArLand Note: Totals do not include the Foothills Credit Union which is in the District. Page 73 Figure 41. Office Projects Proposed, Planned and Under Construction Source: Costar, ArLand 9.4 Office Capture Rate Calculation The impacts of Covid‐19 on the office market are still being felt and it is unclear whether all the planned office space will be developed and in what timeframe. Because the MOB is part of a comprehensively planned development with other land uses (multifamily, retail / restaurants, hotel, etc.), the planned office building will be in an attractive location, very competitive with and attractive to a variety of office users. The 130,000 square foot office project is speculative, however, given the project’s location next to the SCL Health Hospital, it will have a significant competitive advantage relative to other proposed trade area office projects, particularly for potential medical tenants affiliated with the hospital. However, there are some project uncertainties. Currently, it is unclear whether the old MOBs adjacent to the current SCL Health Hospital location will remain (or will be redeveloped into other uses). It is also unclear whether the medical and non‐medical tenants in the MOBs adjacent to SCL’s current location will ultimately also relocate, although over time, there will likely be a strong interest in relocating, particularly for those tenants that require convenient hospital access. Page 74 The comparable MOBs around St. Anthony’s Hospital in Lakewood have also felt the impact of pandemic with current vacancy rates at 19.1%. The number of planned office projects in the trade area is significant. At this point, how and where employees will work and how this behavior will affect the office market in the long term is unclear. 9.5 Office Valuation The anticipated rents from the MOB project is likely to be comparable with new Class A MOBs and range from $24 to $31 per square foot (full service). Comparable Office Projects Table 48 and Figure 42 show comparable MOB projects in the trade area. Three of the four projects are located adjacent to the 660,000 square foot St. Anthony’s Hospital which moved to Lakewood from Denver in 2011. About 290,000 square feet of medical office and office are located adjacent to the hospital. Vacancy rates are currently about 19.1%. Table 48. Comparable Medical Office Projects Map ID Property Name Property Address RBA Estimated Rent ($/SF)Year Built Vacancy % 1St Anthony Medical Plaza I11750 W 2nd Pl 90,579 $18 2012 38.9% 2St Anthony Medical Plaza II 11700 W 2nd Pl 96,093 $26‐$31 2012 5.6% 3St Anthony Medical Plaza III 255 S Routt St 104,000 $24‐$30 2017 10.4% 4Red Rocks Medical Center 400 Indiana St 118,000 $33‐$40 2011 21.3% Total/Average 408,672 19.1% Source: CoStar, ArLand Page 75 Figure 42. Comparable Medical Office Projects Source: CoStar, ArLand Table 49. Assessor’s Values per MOB Square Foot Table 49 shows the most comparable projects, when they were built and their estimated market value per square foot. All are located in Jefferson County but were built between 2011 and 2017. Table 50 shows a summary of the values and an adjusted average of $275 per square foot to reflect general average increase in values from 2017 to 2021. Property Name County Built Market Value / SF St Anthony Medical Plaza II Jefferson 2012 $241 St Anthony Medical Plaza III Jefferson 2017 $234 Red Rocks Medical Center Jefferson 2011 $258 Source: Jefferson and Larimer County Assessors Office, ArLand Page 76 Table 50. Office (MOB) Assessed Value Summary An evaluation of comparable medical office projects indicated that 2 to 6% of the building’s value is the value of business personal property. District’s Planned Medical Office Building The District’s 130,000 square foot planned MOB is adjacent to SCL Health’s planned $650‐ million replacement hospital located at Clear Creek Crossing in Wheat Ridge. According to the Colorado Sun, based on company press release, SCL Health plans to move the entire campus (from another central Wheat Ridge location) by 2024. This move is currently on‐schedule. The estimated delivery of the MOB is mid‐2025 to early 2026 based on SCL’s current construction plan submittal schedule (City of Wheat Ridge, 2021) for both the hospital and the office building. The MOB is likely to have a mix of different tenants including non‐medical tenants. Unlike the tax‐exempt status of SCL Health’s hospital building, the MOB will be taxable. SCL Health has also indicated that there may be a second office building on its campus in the future, likely beyond 2026. The SCL Health facilities have a long history in Wheat Ridge. Originally founded in 1905 as a tuberculosis hospital, it opened its doors as Lutheran Hospital, a non‐profit general medical facility in Wheat Ridge in 1961. Lutheran Hospital became the Lutheran Medical Center which then became Exempla Health Care. In 2010, Exempla Healthcare joined with the Sisters of Charity of Leavenworth and was renamed SCL Health. The new hospital will expand and improve access to emergency and critical care in Jefferson County and west Denver. The hospital complex will employ about 2,000 people. It has 338 beds and will continue to operate as a Level II trauma center. (Booth, 2021) (SCL Health, 2021) Office market uncertainties remain and despite the need for medical services, the MOB sector have also seen higher vacancy rates recently. Further, ArLand Land Use Economics anticipates that the office market will return to historical market conditions in the coming years and anticipated medical office space will likely not be constructed until 2025‐2026. Although ArLand Land Use Economics believes that the MOB will ultimately be successful, we would recommend that the office market potentials be reviewed again prior to proposed construction. At that time, the office market would be normalized and better understood. The status of competitive office buildings would also be clearer at that time. Office Assessed Value Summary Per SF Low (2011‐2017) $235 High (2011‐2017) $258 Adjusted Average $275 Business Personal Property 2‐6% of Value Source: Jefferson County Assessors Office, ArLand Page 77 Despite the uncertainty, because this is the first MOB in the new location adjacent to the relocated SCL Health hospital, it is anticipated that there would be significant demand among medical personnel affiliated with the hospital and associated businesses. Table 51 summarizes the relevant MOB building details. Table 51. Summary Value and Schedule for SCL Health Medical Office Building District’s Planned Credit Union Office Building and Valuation Foothills Credit Union is currently building a 15,170 square foot office building at Clear Creek Crossing scheduled for completion in the Fall of 2021. Unlike many other credit unions which are primarily retail banking oriented, this particular building is primarily office. Because of this difference, relevant comparable buildings are not as readily available in the trade area. Our search for comparable projects did yield the projects found in Table 52. In Larimer County, a comparable, although smaller, Foothills Credit Union building was constructed in 2020. One credit union in Jefferson County – Partner Colorado Credit Union – is comparable, also. Values per square foot for the two projects shown range from $456 to $471 per square foot. Based primarily on the Larimer County’s Assessors valuation of a built‐to‐suit Foothills Credit Union building built in 2020, the estimated value of the Foothills Credit Union building at Clear Creek Crossing is $456 per square foot. Other summary details are shown in Table 53. Table 52. Assessor’s Value per Credit Union Square Foot Table 53. Summary Value and Schedule for Foothills Credit Union at Clear Creek Crossing Office Absorption Schedule Estimated Value Per SF Estimated Delivery / Construction Completion ‐ 2026 SCL Health Medical Office Building $275,000 130,000 SF Source: City of Wheat Ridge, Jefferson County Assessors Office, ArLand Property Name County Built Size (SF) Market Value / SF Partner Colorado Credit Union Jefferson 2016 13,292 $471 Foothills Credit Union Larimer 2020 9,276 $456 Source: Jefferson and Larimer County Assessors Office, ArLand Office Absorption Schedule Estimated Value per SF Estimated Delivery / Construction Completion ‐ 2021 Foothills Credit Union $456 15,170 SF Source: City of Wheat Ridge, Larimer County Assessors Office, ArLand Page 78 X. INDUSTRIAL This section will discuss industrial market trends and characteristics, followed by a discussion of potential industrial demand. The District has three industrial projects either recently built or currently under construction. They include: The Rocky Mountain Bottle Company recently reinvested $86 million in its plant and equipment. A 130,000 square foot industrial warehouse is under construction at I‐70 and Parfet. A 9,968 square foot industrial building was recently completed near 52nd Avenue and Ward Road for Hinkle Plumbing. 10.1 Industrial Market Characteristics Metro Denver’s industrial market has seen a continued increase in inventory between 2016 and Q2 2021 (Table 54). Vacancy rates have continuously increased from $6.96 per square foot (triple net) to $8.36 per square foot. Net absorption has been positive annually between 2016 and 2020 ranging from 2.8 million square feet to 3.6 million square feet. Construction / deliveries to the market has ranged from 3.3 million square feet to 5.1 million square feet. The first half of 2021 has seen the delivery of 2.6 million square feet to the Metro Denver market. Table 54. Metro Denver Industrial Characteristics Trade Area Industrial Inventory The trade area industrial market is comprised of approximately 23 million square feet of industrial space. Since 2016, approximately 530,000 square feet of industrial space has been added to the trade area (Table 55). Industrial space in the trade area is concentrated in Golden, Colorado, south of U.S. Highway 6 and on both sides of the Highway 58 and near major Interstate 70 interchanges in Wheat Ridge and Arvada. This includes at Ward Road, Kipling St., and north of I‐76 near Sheridan Boulevard (Figure 43). 2016 2017 2018 2019 2020 Q2 2021 Inventory (SF) (000s)199,518 205,377 209,223 213,877 218,802 221,455 Vacancy Rate 3.3% 3.9% 4.3% 5.1% 6.0% 6.9% Lease Rate $6.96 $7.49 $7.58 $7.95 $8.15 $8.36 % change 7.6% 1.2% 4.9% 2.5% 2.6% Net Absorption 2,572,406 3,632,423 2,062,645 2,833,094 2,790,010 367,691 Net Deliveries 4,380,951 5,106,066 3,290,626 4,653,606 4,925,157 2,627,256 Source: CoStar, ArLand, King Page 79 Table 55. Industrial Trade Area Inventory, 2016 to Q2 2021 Figure 43. Trade Area Industrial Source: CoStar, ArLand Year Number of Industrial Buildings Industrial Square Feet 2016 744 22,520,462 2017 746 22,558,262 2018 748 22,596,206 2019 753 22,734,210 2020 762 23,052,121 Q2 2021 762 23,052,121 Change 2016‐Q2 2021 18 531,659 Source: CoStar, ArLand Page 80 Industrial Market Vacancy Rates The vacancy rate for industrial space was very low from 2016 to Q2 2021, oscillating from 1.1% to 2.5% (Figure 44). In the first half of 2021, the vacancy rate is estimated at 2.3%. Figure 44. Industrial Trade Area Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Industrial Market Construction/Deliveries A total of 799,114 square feet of industrial space was delivered in 2016 through 2020, with 40% of it delivered in 2020 (Figure 45). There were no deliveries in the first half of 2021. On average, 145,293 square feet was delivered annually from 2016 through Q2 2021. Figure 45. Industrial Space Deliveries, 2016 to Q2 2021` Source: CoStar, ArLand 1.8% 1.1% 1.7% 1.3% 2.5% 2.3% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Year 267,455 37,800 37,944 138,004 317,911 0 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 2016 2017 2018 2019 2020 Q2 2021 Sq a r e Fe e t Year Page 81 Industrial Market Absorption Total net absorption from 2016 through Q2 2021 was 541,217 square feet (Figure 46). Annual net absorption was positive in all years except 2018 when absorption was negative 85,220 square feet. On average, 98,403 square feet was absorbed annually from 2016 to Q2 2021. Figure 46. Industrial Space Net Absorption, 2016 to Q2 2021 Source: CoStar, ArLand Industrial Deliveries, Absorption, and Vacancy Rates (combined) Between 2016 and 2019, the vacancy rate remained below 2.0%. There had been some deliveries along with space absorption during this time. Although there have been fluctuations in deliveries, absorption in general has been strong, with the exception of 2018. With the construction and delivery of over 300,000 square feet of industrial space in 2020 (and the advent of the pandemic), the vacancy rate increased slightly. There has, however, been some absorption in 2020 and through the first half of 2021. Figure 47. Industrial Deliveries, Net Absorption and Vacancy, 2016 to Q2 2021 Source: CoStar, ArLand 53,002 141,340 173,797 (85,220) 210,938 47,811 52,551 (150,000) (100,000) (50,000) 0 50,000 100,000 150,000 200,000 250,000 2015 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% (150,000) (100,000) (50,000) 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Sq u a r e Fe e t Year Net Deliveries Net Absorption Vacancy Page 82 Industrial Market Lease Rates The market for industrial space has been strong since 2016 with consistently rising lease rates, although with decreasing rates of growth per year over this time. The average annual rate of lease rate growth was 5.2% from 2016 to 2020. Market rent rose again in the first quarter of 2021 to $11.76 per square foot (triple net), a 0.7% increase from the 2020 rate. Figure 48. Industrial Market Rent per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 10.2 Industrial Demand Several industrial warehouse buildings are being planned in the District. Trade area industrial demand for 2021‐2025 is forecast based on 1) absorption 2) construction / deliveries, and 3) specific project characteristics of one of the more prominent industrial warehouse projects in the District. Absorption and Construction / Deliveries Trends Method Average industrial space absorption in the trade area between 2016 and 2020 has been about 98,400 square feet annually. Average construction / deliveries in the trade area between 2015 and 2020 has been about 145,300 square feet annually. Average annual industrial trade area demand is forecast to range from 98,400 square feet to 145,300 square feet annually from 2021 through 2025. The first half of 2021 has already seen the absorption of nearly 53,000 square feet. Projects Planned / Under Construction Table 56 and Figure 49 shows that 262,258 square feet of industrial space is either proposed or under construction in the trade area. Axis 70 West in the District is reportedly 100% occupied, prior to completion, as is the majority of other projects. $8.86 $9.52 $10.30 $11.06 $11.53 $11.68 $11.76 $8.50 $9.00 $9.50 $10.00 $10.50 $11.00 $11.50 $12.00 2015 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u a r e Fo o t Year Page 83 Table 56. Industrial Projects Proposed, Planned, and Under Construction Figure 49. Industrial Projects Proposed, Planned, and Under Construction Source: CoStar, ArLand Map ID Property Name Property Address RBA Building Status Year Built Percent Leased 1Axis 70 West 4990 Parfet St 142,200 Under Construction 2022 100 2 14420 W 67th Ave 12,000 Proposed 2021 50 3Bobcat Site 15650 W 6th Ave 27,392 Proposed 2022 100 49675 W 108th Cir 145,000 Under Construction 2021 100 51260 Brickyard Dr 26,230 Proposed 2022 100 61300 Brickyard Dr 14,386 Under Construction 2021 100 76762 Fig St 37,250 Proposed 2022 100 Total (without Axis West) 262,258 Source: CoStar, ArLand Note: the Total excludes Axis 70 West which is a District project. Page 84 10.3 Industrial Capture Rate Calculation Based on projected trade area demand between 2021 and 2025 of 98,400 to 145,300 square feet annually, the estimated five year demand for industrial space is 492,000 to 726,500 square feet (Table 57). After subtracting 262,258 square feet of planned industrial, remaining demand is 229,742 to 464,242 square feet of demand. Although the projected market share of the District’s planned project is is 31% to 62% which is a significant share of future demand, the project is 100% preleased, as are most of the other planned and under construction projects in the trade area. Due to the circumstances of the project, the ratio is reasonable. Table 57. Industrial Capture Rate Calculation 10.4 Industrial Valuation According to the City of Wheat Ridge, the planned 142,200 square foot industrial building is primarily warehouse space for one tenant. The building permit is an estimated $12 million which is about $84 per square foot. Although further project information is unknown, the lease rate is likely in the $7‐$11 per square foot range (triple net). A smaller 9,968 square foot industrial building was completed in the District for Hinkle Plumbing. In 2021, the Jefferson County Assessor valued the building at $81 per square foot. Industrial Comparable Projects Recently built comparable industrial projects are shown in Table 58 and Figure 50. There are two recently built projects in Arvada that are still leasing up. The rest are fully leased. Lease rates range from $7 to $11 per square foot. Industrial capture rate: Low (SF)High (SF) Forecast trade area annual industrial demand 98,400 145,300 2021‐2025 estimated trade area total industrial demand 492,000 726,500 Planned and Under Construction Industrial 262,258 262,258 Forecast trade area industrial demand 2021‐2025 229,742 464,242 District industrial sf 142,200 142,200 District industrial capture rate 62% 31% Source: ArLand Industrial Capture Rate Calculation Page 85 Table 58. Trade Area Comparable Industrial Projects Figure 50. Industrial Comparable Projects Source: CoStar, ArLand Of these projects, the most relevant are shown in Table 59 along their estimated values per square foot. The planned 130,000 square foot industrial project is for a single tenant who preleased the space. Map ID Property Name Property Address RBA (SF) Estimated Rent ($/SF) Year Built Vacancy % 1FedEx 12405 W 112th Ave 211,030 $7‐$9 2016 0.0% 2Mountain Gateway 15025 Robb St 59,731 $8‐$10 2020 100.0% 3Mountain Gateway 25045 Robb St 82,436 $8‐$10 2020 85.7% 4Build to Suit 16201 Table Mountain Pky 68,000 $9‐$11 2019 0.0% 5Bear Mountain ADI 14250 W 67th Ave 75,000 $9‐$11 2020 0.0% Total/Average 421,197 37.1% Source: CoStar, ArLand Page 86 Table 59. Assessor’s Values per Industrial Square Foot The valuation of recently built industrial projects ranges from $56 per square foot to about $121 per square foot for an average value of approximately $88 per square foot (Table 60). The estimated market valuation for the Axis 70 West building, upon completion, is $88 per square foot. Hinkle Plumbing’s assessor’s market valuation is approximately $81 per square foot. Table 61 shows the estimated market valuations and schedules for Axis 70 West and Hinkle Plumbing. Table 60. Industrial Assessed Value Summary Table 61. Summary Values and Schedules for District Industrial 10.5 Rocky Mountain Bottle Company Improvements One of the District’s major industrial companies, Rocky Mountain Bottle Company (“RMBC”) made a substantial investment at its existing facility in Wheat Ridge in 2018 through 2020, which had not received significant capital investment since 2011. These projects include upgrading and replacing equipment to maximize energy efficiency, lower emissions, improve reliability and safety. It also includes improvements to add capacity and new technology for production monitoring and quality inspections. (Rocky Mountain Bottle Company, 2018) Property Name County Built Market Value / SF Mountain Gateway Jefferson 2020 $56 Jeffco Build to Suit Jefferson 2019 $121 Bear Mountain ADI Jefferson 2020 $57 Source: Jefferson County Assessors Office, ArLand Industrial Assessed Value Summary Per SF Low $56 High $121 Average $88 Business Personal Property 2‐6% of Value Source: Jefferson and Broomfield County Assessors Office, ArLand Industrial Absorption Schedule Value Estimated Delivery / Construction Completion ‐ 2022 Size (SF) Axis 70 West $88 / SF 2022 142,200 Hinkle Plumbing $81 / SF 2021 9,968 Source: City of Wheat Ridge, Larimer County Assessors Office, ArLand Page 87 RMBC is a glass container manufacturing joint venture (“JV”) between Owens‐Illinois, Inc. (“OI”) and MillerCoors (“MC”). RMBC traces its roots back to the Columbine Glass Company, which was founded in 1970 producing about 450,000 bottles per day at the same site being used today. After being purchased by Coors container business and entering into a partnership with Anchor Glass Container, the JV was formed in 1995. O‐I purchased the glass container assets of Anchor Glass Container in 1997 and has been the JV partner since that time, partnering with MC since 2008. RMBC is part of both the O‐I manufacturing network and the MC enterprise (Rocky Mountain Bottle Company, 2018). O‐I (NYSE: OI) is the world's largest glass container manufacturer and preferred partner for many of the world's leading food and beverage brands. The O‐I had revenues of $6.9 billion in 2017 and employs more than 26,500 people at 78 plants in 23 countries. With global headquarters in Perrysburg, Ohio, O‐I delivers safe, sustainable, pure, iconic, brand‐building glass packaging to a growing global marketplace. O‐I’s principal markets for glass container products are in Europe, North America, Latin America and Asia Pacific. In North America, O‐I has 19 glass container manufacturing plants in the U.S. and Canada, and one other joint venture. O‐I has the leading share of the glass container segment of the U.S. rigid packaging market, however it faces strong competition from other form of rigid packaging such as aluminum and plastic containers, as well as non‐rigid packaging alternatives. Low cost is a key strength in competing successfully in the rigid packaging market, since glass is more expensive than the alternatives (i.e.: glass is 30% higher in cost than aluminum cans). (Rocky Mountain Bottle Company, 2018) Locally, RMBC is one of the largest private employers in the City of Wheat Ridge and part of the targeted industry cluster of Beverage Production in Jefferson County, which has a significant local economic impact. At the state‐level, the Company is part of the Food & Agriculture industry, which is designated a key industry for the state of Colorado and a critical driver of the state’s overall economy. The facility is approximately 400,000 square feet, on 17.5 acres, and includes a recycling facility which processes cullet (recycled glass) used in the manufacturing process. The plant currently makes six (6) different bottle types and about 3.5 million bottles per day for over 30 varieties of beer. The bottles are shipped primarily to MC brewery locations in California, Colorado, Texas and Wisconsin. The breweries are in close proximity to O‐I glass plants, which also supply bottles to the breweries (Rocky Mountain Bottle Company, 2018). The building permit valuation for the improvements to the plant and equipment made at the RMBC in 2018 was $86 million, however, the Jefferson County Assessor’s office valued the building and improvements (including old and new plant and equipment) in 2021 at $48.8 million. Because the parent company has a large number of properties in Jefferson County, the RMBC valuation was part of a larger agreement across a number of the company’s Jefferson County properties for 2019 and 2020 only. Because the parent company is expected to Page 88 continue to make improvements throughout its properties, these values are expected to rise in the future. The Rocky Mountain Bottle Company is mentioned because of its presence in the URA, but its potential contribution to future TIF revenues has been excluded from the associated financial analysis in order to present the most conservative revenue scenario. However, it is anticipated that past and future investments into the facility will be reflected in future positive contributions to URA tax revenue. The assessor’s market values for the Rocky Mountain Bottle Company are shown in Table 62. Table 62. Summary Values for the Rocky Mountain Bottle Company Industrial Absorption Schedule 2018 2019 2020 2021 Rocky Mountain Bottle Company Land and Building 11,358,910 24,242,400 11,358,910 $11,358,910 Business Personal Property 24,718,333 17,908,204 44,864,179 $37,415,372 Valuation 36,077,243 42,150,604 56,223,089 $48,774,282 Source: Jefferson County Assessors Office, ArLand Page 89 Booth, M. (2021, June 1). Lutheran Medical Center making a $650 million move just a few miles west in Wheat Ridge, opening up prime land for redevelopment. Colorado Sun. City of Wheat Ridge. (2021, June). Ridge, C. o. (2021, June). Communication from City of Wheat Ridge. Rocky Mountain Bottle Company. (2018, September 21). Rocky Mountain Bottle Company Project Profile. 2018. SCL Health. (2021, June 2). Retrieved from https://www.sclhealth.org/locations/lutheran‐medical‐center/about/ DISCLAIMER ArLand Land Use Economics and King & Associates, Inc. have reviewed real estate market conditions in Metro Denver, and the trade areas to assess development potential in the I‐70 Kipling Corridors project area. Readers of this report should understand that real estate market conditions are dynamic and that unforeseen factors can have a negative impact, sometimes materially, on market conditions in the region, trade areas and the project. The findings and conclusion put forth within this report are based on information and market conditions as of its date and should not be interpreted as a guarantee of development potential and ultimate project performance. COVID ‐ 19 DISCLAIMER Research and analysis of this report was completed in 2020 and 2021 (to date). During this time the COVID ‐ 19 virus has become a significant factor to global health with yet‐to‐be determined economic impacts. The conclusions and findings of this report do not adjust for impacts that may occur within national and local real estate markets that may result from the COVID ‐ 19 virus. Therefore, ArLand Land Use Economics and King & Associates, Inc. do not make any claims or guarantees there will be no resulting real estate market impacts resulting from the COVID ‐ 19 virus within local real estate markets or the I‐70 Kipling Corridors Urban Renewal District. (THIS PAGE INTENTIONALLY LEFT BLANK) G-1 APPENDIX G FINANCIAL FORECAST (THIS PAGE INTENTIONALLY LEFT BLANK) PRELIMINARY– SUBJECT TO REVIEW WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) FORECASTED CASH RECEIPTS AND DISBURSEMENTS FOR THE YEARS ENDING DECEMBER 31, 2021 THROUGH 2040 October 20, 2021 Board of Directors Wheat Ridge Urban Renewal Authority Wheat Ridge, Colorado Management (as defined herein) is responsible for the accompanying forecast of cash receipts and disbursements of the Wheat Ridge Urban Renewal Authority (herein referred to as the “Authority”) for the debt service fund established in connection with the Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 for the years ending December 31, 2021 through 2040, and the related summaries of significant assumptions and accounting policies. Such forecast was prepared in accordance with guidelines for the presentation of a financial forecast established by the American Institute of Certified Public Accountants (AICPA). We have performed a compilation engagement in accordance with the Statements on Standards for Accounting and Review Services Committee of the AICPA. We did not examine or review the financial forecast nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by Management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on this forecast. The accompanying presentation of projected surplus cash balances and cash receipts and disbursements for the years ending December 31, 2021 through 2040 under the hypothetical assumption described in Note 12 are presented as an alternative to the forecast and are not part of the forecast. The projections are provided for additional analysis only and should not be used for any other purpose. We express no assurance of any kind on the projections. The forecasted results may not be achieved as there will usually be differences between the forecasted and actual results because events and circumstances frequently do not occur as expected, and these differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. PRELIMINARY – SUBJECT TO REVIEW Certified Public Accountants and Consultants 1099 Eighteenth Street - Suite 2300 Denver, Colorado 80202 Telephone: (303) 296-2229 Facsimile: (303) 296-3731 www.causeycpas.com PRELIMINARY– SUBJECT TO REVIEW Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 1 NOTE 1 Purpose and limitations of forecast: The following forecast is based on information provided by representatives of the Authority, collectively referred to herein as “Management”. The forecast was prepared for the purpose of showing the amount of funds available to pay the debt service requirements of the Tax Increment Revenue Refunding and Improvement Bonds,(I-70/Kipling Corridors) Series 2021 (herein referred to as the “Bonds”) to be issued by the Authority. The Bonds will be secured by and payable from moneys derived by the Authority from ad valorem property taxes more specifically described in Note 3 below. The forecast displays how the proposed Bonds will be repaid from forecasted cash receipts and disbursements. The forecast presents, to the best of Management’s knowledge and belief, the expected cash receipts and disbursements for the forecast period for the Debt Service Fund of the Authority. Accordingly, the forecast reflects Management’s judgement as of October 20, 2021 of the expected conditions within the Plan Area (as defined herein) and the Authority’s expected course of action. The assumptions disclosed herein are those that Management believes are significant to the forecast, however, they are not all-inclusive. There will usually be differences between forecasted and actual results because circumstances and events frequently do not occur as planned and those differences may be material. Certain assumptions relating to the market values of property, the development schedule for properties and the rate of inflation for property values are particularly sensitive. A small variation in these assumptions could have a large effect on the forecasted results and there is a high probability that the forecasted assessed values derived from these assumptions will differ from the actual future assessed values. The spread of the coronavirus disease 2019 (“COVID-19”) is currently altering the behavior of businesses and people in a manner that is having significant negative effects on global, national, and local economies. While availability of vaccines moved to the full population in April 2021, still unknown is the efficacy and “take-up” rate among the population, which will play a large role in the future outlook for the local economy, the state, as well as the nation. With regards specifically to the Authority, the full impact of COVID-19 on future development and growth in assessed valuations and collection of taxes as presented in this forecast is unknown. Market values of new residential and commercial development are based on 2021 values as provided in the Market Study (as defined herein) and adjusted for inflation. Unfinished lots are valued as a percentage of the 2020 market value and are not adjusted for inflation. The market values per unit for new residential properties are forecasted to increase at 2.0% compounded annually starting in 2021 through the end of the build out period in 2024. The anticipated market value for each property is multiplied by the number of residential units completed during the year to determine the market value of property at completion. The market values per square foot for new commercial development are forecasted to increase at 2.0% compounded annually starting in 2021 through the end of the build out period in 2026. The anticipated market value per square foot is multiplied by the total square footage completed during the year to determine the market value of property at completion. For both residential and commercial property, absorbed unfinished lots are assumed to be completed after a 1-year construction period. After construction, the value of the corresponding unfinished land is reduced and the market value of finished properties are added to the cumulative market value of developed property. Such cumulative market values of developed PRELIMINARY– SUBJECT TO REVIEW Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 2 properties are assumed to increase a rate of 2% biennially pursuant to biennial reassessment of property required by State statute. NOTE 2 The Authority and The Plan Area: The Authority was created by the City Council of the City of Wheat Ridge, Colorado (herein referred to as the “City”) in 1977, and is a body corporate organized and existing as an urban renewal authority established pursuant to the State’s Urban Renewal Law for the purpose of undertaking certain urban renewal activities within the City. The Authority has five existing urban renewal areas; however, only the area covered by the I-70/Kipling Corridors Urban Renewal Plan (herein referred to as the “Plan”) generates Pledged Revenues (as defined in the Indenture and described in Note 3 below). For purposes of this forecast, the area governed by the Plan is referred to as the “Plan Area”. The boundaries of the Plan Area generally include properties roughly following a U-shaped corridor that runs north along Interstate-70 beginning at 32nd Avenue, then east along I-70 until Kipling Street and finally South along Kipling Street until 26th Avenue. Within the Plan Area there are a number of projects recently completed, under construction or scheduled for development. Each of these projects are described in more detail within the Market Study. For purposes of this forecast, these projects are collectively referred to as the “New Development”. One of the most significant projects within the New Development is a 110-acre mixed use development known as Clear Creek Crossing which is planned to include residential development consisting of 310 multifamily apartment townhome units as well as mixed use projects for a 130,000 square foot medical office building and a 111,000 square foot fitness center. Other planned construction within Clear Creek Crossing includes a 125 room hotel, a 5,700 square foot gas station, a 15,170 square foot office space which will be a branch of Foothills Credit Union and an additional 25,000 square feet zoned for retail development. Additional projects within the New Development include 264 single family attached housing units to be built as part of the Ridge at Ward Road Station and the Hance Ranch Townhomes. Commercial and industrial development include a 142,000 square foot industrial office complex known as Axis 70 West, a 6,500 square foot retail center known as Applewood Village, a 9,968 square foot headquarters for Hinkle Plumbing and a 5,300 square foot facility being built to house a Christian Brother’s automotive repair shop. For purposes of this forecast, the various projects within the New Development are classified into five distinct project areas (each a “Project Area” and collectively referred to as the “New Development Project Areas”) based on the mill levy rates applied to property within each of the various project areas. The New Development Project Areas, applicable mill levy rates and property descriptions within each area are summarized as shown in Table 1 of Note 3 below. The absorption period for new construction in the New Development is expected to occur over a five year period which began in 2020 and is expected to end in 2024. Multifamily units in the Clear Creek Crossing are expected to be completed in 2021. Construction has already begun on residential townhomes within the Hance Ranch and Ridge at Ward Road subdivisions as well as certain commercial projects. The development schedules for the New Development are PRELIMINARY– SUBJECT TO REVIEW Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 3 discussed in more detail in the Market Study and summarized within Exhibits B-3, C-3, D-3 E-3 and F-3 of this forecast. NOTE 3 Forecast Revenues: The primary source of revenue pledged for payment of debt service is the collection of ad valorem property taxes, specifically the Pledged Property Tax Increment Revenues defined in the Indenture. Pledged Property Tax Increment Revenues means, for each fiscal year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the base value of property in the Plan Area (herein referred to as the “Base Amount”). Pursuant to State law, changes in assessed value in the Plan Area resulting from new development become a part of the property tax increment. In the case of valuation increases resulting from biennial reassessments, any increase or decrease in assessed value which may occur as a result of such general reassessment is not attributable entirely to the property tax increment. Rather, such increase or decrease is allocated proportionately between the Base Amount and the property tax increment so as to maintain the same ratio between the Base Amount and the then existing property tax increment as existed prior to the reassessment. In this way, both the Authority and the overlapping taxing jurisdictions receive their proportionate share of any changes in assessed value resulting from statutorily mandated reassessments. The forecast includes Pledged Property Tax Increment Revenues for the New Development, calculated as discussed in more detail below, and the revenues for existing development in the Plan Area. In the existing developed areas, the revenue generated will be equal to the incremental value in excess of the Base Amount. The annual amounts of the estimated available property tax increment revenues are summarized in Exhibit A of this forecast and were calculated and summarized in Table 1 of the Ricker Cunningham Study discussed in Note 7 below. With respect to existing developed property in the Plan Area, the Authority is a party to eight agreements (together, the “Prior Obligations”) pursuant to which it has agreed to share or reimburse portions of the property tax increment generated in the Plan Area. The amount of property tax increment revenue required to be paid pursuant to each of the Prior Obligations will not constitute Pledged Property Tax Increment Revenue. This means that property tax increment revenue derived from the Plan Area will be used to pay the Prior Obligations before any property tax increment revenue is available to pay the Bonds. Once the remaining tax increment requirement for the respective Prior Obligations has been met, the annual cumulative property tax increment becomes available as a Pledged Property Tax Increment Revenue for the Bonds. Properties within the New Development are not subject to the Prior Obligations. For each of the New Development Project Areas, the forecast assumes the tax increment will equal the revenue generated by the applicable mill levies applied to 100% of assessed value in the New Development. Revenue will be generated for each respective Project Area at mill rates shown in Table 1 below: PRELIMINARY– SUBJECT TO REVIEW Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 4 Table 1 – New Development Project Areas Project Area Mill Rate Property Description Property Classification Project Area 1 91.475 Ridge at Ward Road and Hance Ranch Townhomes and Hinkle Plumbing Residential/Industrial Project Area 2 97.010 Clear Creek Crossing Residential/Mixed Commercial Project Area 3 91.680 Axis 70 West Industrial Project Area 4 92.990 Applewood Retail Retail Project Area 5 94.970 Christian Brothers Automotive Center Retail The Property Tax Base Amount has been established for a 25-year period for the Plan Area and the tax increment period ends in the year 2040. No tax increment may be collected in the Plan Area past 2040 even for the purpose of paying any unpaid debt service Therefore, the forecast does not include any revenue projections beyond 2040. On November 3, 2020, a majority of voters in the State of Colorado approved Colorado Amendment B – Gallagher Amendment Repeal and Property Tax Assessment Rates (herein referred to as “Amendment B”) which repealed the Gallagher Amendment to the State Constitution. The Gallagher Amendment had previously required that statewide residential assessed values must be approximately 45% of total assessed values. To comply with the Gallagher Amendment, the Colorado State General Assembly would adjust the residential assessment rate on a biennial basis so as to keep the statewide residential assessed value at the required ratio. As a result of the passage of Amendment B, the General Assembly is no longer required to establish residential assessment rates based on the formula expressed in the Gallagher Amendment. Further, pursuant to Senate Bill 21- 293 adopted by the Colorado General Assembly and signed by the Governor on June 23, 2021, a new subclass of residential property has been created consisting of multi-family residential property that is a duplex, triplex, or multi-structure of four or more units. For property classified as residential property other than multi-family residential property, the valuation for assessment is 7.15%, except that, for property tax years commencing on January 1, 2022, and January 1, 2023, the valuation of such property is temporarily reduced to 6.95% of its statutory actual value. This provision takes effect only if, at the November 1, 2021 statewide election, a majority of voters approve a measure concerning property tax reductions, and, in which case, the provisions take effect simultaneously with the measure. There is no assurance that the assessment rates for residential property will not increase or decrease further after the temporary reduction period expires. Property within the Plan Area is assumed to be assessed annually as of January 1st and the related tax revenue is assumed to be received in the subsequent year. Thus, the assessed values for collection year 2022 are assumed to be equal to the estimated assessed values within the Plan Area for calendar year 2021. Forecast revenues are net of collection fees and estimated uncollectable amounts. The County Treasurer currently charges a fee for the collection of property taxes. The forecast assumes the PRELIMINARY– SUBJECT TO REVIEW Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 5 revenues from mill levy property taxes will be reduced for the County Treasurer’s 1.0% fee. It is assumed an additional 0.50% of taxes will be uncollectable. NOTE 4 Trustee Fees: The Authority will pay Trustee fees in the amount of $7,000 for the Bonds beginning in 2022 and annually each year thereafter until the Bonds are repaid in full. NOTE 5 Bond Assumptions: The Bonds are expected to be issued on November 9, 2021 in the principal amount of $44,180,000. Proceeds of the Bonds will be used to: (i) repay the Authority’s obligations under a Loan Agreement dated October 18, 2018 (herein referred to as the “2018 Loan”), which is outstanding in the aggregate principal amount of $6,375,000; (ii) fund improvements in the Plan Area; (iii) fund capitalized interest; (iv) fund a reserve fund; and (v) pay the costs of issuing the Bonds. The Bonds are secured by the Property Tax Increment Revenues described in Note 3, as well as a capitalized interest fund and a debt service reserve fund. The capitalized interest fund in an amount of approximately $3,168,752 and the debt service reserve fund, in an amount of approximately $4,007,148, will be funded from proceeds of the Bonds. The Bonds are assumed to bear interest at rates of 4.00% per annum from the issuance date until December 1, 2040, which is the scheduled final maturity date of the Bonds. Interest is payable semi-annually on June 1 and December 1 (each herein referred to as a “Interest Payment Date”) beginning on June 1, 2022. Annual payments of principal are due on December 1 of each year beginning December 1, 2022 until the Bonds are repaid in full. The Bonds are subject to prepayment beginning on December 1, 2031. The forecast assumes no such prepayment to occur. To the extent any interest payment on the Bonds is not paid when due, such unpaid interest will compound semiannually on each Interest Payment Date at the rate then borne by the Bonds. The Bonds are secured by the Pledged Revenues pursuant to that certain Trust Indenture dated as of November 9, 2021 (herein referred to as the “Indenture”) between the Authority and BOKF, N.A., as trustee. Users of this forecast are encouraged to read the Indenture in conjunction with such use NOTE 6 Market Study: The Authority retained King & Associates, Inc., Denver, Colorado, and ArLand Land Use Economics to provide an independent market study and absorption forecast (herein referred to as the “Market Study”) of residential and commercial development to occur within the Plan Area. The Market Study provided estimates related to (a) the reasonableness of planned land uses in the Plan Area, (b) the schedule of construction for the New Development, (c) estimated market value for real property in the New Development and (d) estimated annual appreciation of market values for real property. The assumptions used in the forecast are consistent with the assumptions presented in the Market Study. Users of this forecast are encouraged to read the Market Study in conjunction with such use. PRELIMINARY– SUBJECT TO REVIEW Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 6 NOTE 7 Ricker|Cunningham TIF Estimates The Authority has retained Ricker|Cunningham Inc. to provide an estimate of property tax increment revenues in the Plan Area. This forecast relies upon the Ricker|Cunningham calculations for the amounts of Pledged Property Tax Increment Revenues available within the existing development. Such annual amounts are summarized in Exhibit A attached hereto and shown in further detail within the Ricker|Cunningham analysis. Users of this forecast are encouraged to read the Ricker|Cunningham analysis in conjunction with such use. NOTE 9 Improvements: The forecast assumes an amount of $37,991,958 from proceeds of the Bonds will be deposited into a project fund to finance public improvements in the Plan Area. Any additional costs for public or private infrastructure improvements and the sources of funding for any such improvements that may be needed to support the development of property within the Plan Area are not reflected in the forecast. NOTE 10 Interest Earnings: The forecast assumes no interest income earnings on fund balances. NOTE 11 Basis of Accounting: The basis of accounting for this forecast is the cash basis, which is a basis of accounting different from that required by generally accepted accounting principles under which the Authority will prepare its financial statements. NOTE 12 Hypothetical Alternative Scenario: Under the Alternative Scenario, the projection assumes a slower build-out of the New Development, specifically certain properties that are assumed to be completed in calendar years 2023 and thereafter in the forecast have development schedules extended by up to two years. In Project Area No. 1, the delivery of the remaining units of the Ridge at Ward Townhomes (assumed to be completed in 2024 in the forecast) are completed with a two-year delay and final absorption occurring in calendar year 2026. In Project Area No. 2, the delivery schedule for the CCC Retail and CCC Fitness parcels (assumed complete in 2023 in the forecast) is delayed by a year and is assumed complete in 2025. The SCL Medical Office (assumed to be completed in 2026 in the forecast) is delayed two years with the final absorption occurring in calendar year 2028. The debt service fund reflects less pledged revenues available to pay the Bonds and lower debt service coverage ratios. The Bonds are paid on time through the final maturity date in 2040. The projected cash flows under the Alternative Scenario are presented in Exhibits H through H-22 attached hereto. EXHIBIT A WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF DEBT SERVICE FUND ACTIVITY Revenue Receipts TIF Revenue Allocable to: Treasurer Excess New Net Collection 2021 Bonds Revenue Debt Collection Development Existing Property Fees Trustee Net Revenue Debt Service Above Service Year (Exhbit A-1) Development* Tax Revenue 1.00% Fees Receipts (Exhibit G) Requirement Coverage 2021 $66,820 $66,820 ($668) $66,152 - $66,152 N/A 2022 541,624 541,624 (5,416) ($7,000) 529,208 $418,844 110,365 126.3% 2023 1,718,941 $88,141 1,807,082 (18,071) (7,000) 1,782,011 1,422,800 359,211 125.2% 2024 2,126,792 91,908 2,218,700 (22,187) (7,000) 2,189,513 1,747,200 442,313 125.3% 2025 3,018,699 88,901 3,107,600 (31,076) (7,000) 3,069,524 2,455,800 613,724 125.0% 2026 3,104,036 127,654 3,231,690 (32,317) (7,000) 3,192,373 2,551,000 641,373 125.1% 2027 3,199,363 124,225 3,323,588 (33,236) (7,000) 3,283,352 2,626,200 657,152 125.0% 2028 4,239,653 204,013 4,443,666 (44,437) (7,000) 4,392,229 3,512,000 880,229 125.1% 2029 4,239,653 200,215 4,439,868 (44,399) (7,000) 4,388,469 3,510,800 877,669 125.0% 2030 4,324,446 206,827 4,531,273 (45,313) (7,000) 4,478,960 3,581,600 897,360 125.1% 2031 4,324,446 202,915 4,527,361 (45,274) (7,000) 4,475,087 3,581,400 893,687 125.0% 2032 4,410,935 209,660 4,620,595 (46,206) (7,000) 4,567,389 3,652,800 914,589 125.0% 2033 4,410,935 205,631 4,616,566 (46,166) (7,000) 4,563,400 3,647,800 915,600 125.1% 2034 4,499,155 458,078 4,957,233 (49,572) (7,000) 4,900,661 3,919,200 981,461 125.0% 2035 4,499,155 446,280 4,945,435 (49,454) (7,000) 4,888,981 3,910,800 978,181 125.0% 2036 4,589,138 463,307 5,052,445 (50,524) (7,000) 4,994,921 3,998,200 996,721 124.9% 2037 4,589,138 451,155 5,040,293 (50,403) (7,000) 4,982,890 3,987,400 995,490 125.0% 2038 4,680,921 468,523 5,149,444 (51,494) (7,000) 5,090,950 4,072,000 1,018,950 125.0% 2039 4,680,921 456,006 5,136,927 (51,369) (7,000) 5,078,558 4,063,000 1,015,558 125.0% 2040 4,774,537 473,721 5,248,258 (52,483) (7,000) 5,188,775 4,151,652 1,037,123 125.0% 72,039,309$ 4,967,160$ 77,006,469$ (770,065)$ (133,000)$ $76,103,404 60,810,496$ * Provided by Ricker and Cunningham This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 7 EXHIBIT A-1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SU M M A R Y O F A S S E S S E D V A L U E S A N D T I F R E V E N U E D E R I V E D F R O M N E W D E V E L O P M E N T As s e s e d V a l u e s o f P r o p er t y Ne t M i l l L e v y R e v e n u e s @ 9 9 . 5 0 % Pr o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 P r o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 As s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d T o t a l M i l l L e v y Mi l l L e v y Mil l L e v y Mi l l L e v y Mil l L e v y Total B o n d D e b t t o Ca l e n d a r C o l l e c t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n A s s e s s e d R e v e n u e R e v e n u e R e v e n u e R e v e n u e R e v e n u e M i l l L e v y Princi p al A s s e s s e d V a l u e AV Y e a r Y e a r ( E x h i b i t B ) ( E x h i b i t C ) ( E x h i b i t D ) ( E x h i b i t E ) ( E x h i b i t F ) V a l u e 9 1 . 4 7 5 9 2 . 4 1 0 9 1 . 6 8 0 9 2 . 9 9 0 9 4 . 9 7 0 R e v e n u e O u t s t a n d i n g Covera g e 20 2 0 2 0 2 1 $ 8 2 , 8 8 2 $ 6 4 4 , 6 7 0 $ 7 2 7 , 5 5 2 $ 7 , 5 4 4 $ 5 9 , 2 7 6 $66,820 20 2 1 20 2 2 1 , 7 1 0 , 0 6 8 3 , 7 8 7 , 5 3 8 $ 3 6 2 , 8 9 4 $ 4 8 , 8 7 7 5 , 9 0 9 , 3 7 7 1 5 5 , 6 4 6 3 4 8 , 2 5 6 $ 3 3 , 1 0 4 $ 4 , 6 1 9 5 4 1 , 6 2 4 $44,005,000 7 4 5 % 20 2 2 2 0 2 3 5 , 2 0 7 , 3 8 2 9 , 2 7 3 , 8 3 2 3 , 7 0 1 , 5 2 3 $ 8 1 , 0 5 5 4 9 8 , 5 4 1 1 8 , 7 6 2 , 3 3 3 4 7 3 , 9 6 3 8 5 2 , 7 1 0 3 3 7 , 6 5 9 $ 7 , 4 9 9 4 7 , 1 0 9 1 , 7 1 8 , 9 4 1 42,805,000 228% 20 2 3 2 0 2 4 7 , 7 8 6 , 2 9 5 1 0 , 3 0 5 , 9 6 4 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 2 3 , 2 1 9 , 6 2 0 7 0 8 , 6 9 0 9 4 7 , 6 1 2 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 2 , 1 2 6 , 7 9 2 42,770,000 184% 20 2 4 2 0 2 5 9 , 3 6 4 , 2 7 4 1 8 , 4 4 4 , 0 7 9 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 3 2 , 9 3 5 , 7 1 4 8 5 2 , 3 1 4 1 , 6 9 5 , 8 9 5 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 3 , 0 1 8 , 6 9 9 42,025,000 128% 20 2 5 2 0 2 6 9 , 8 2 5 , 8 2 0 1 8 , 8 1 2 , 9 6 1 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 3 , 8 6 8 , 6 8 9 8 9 4 , 3 2 3 1 , 7 2 9 , 8 1 3 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 3 , 1 0 4 , 0 3 6 41,155,000 122% 20 2 6 2 0 2 7 9 , 8 2 5 , 8 2 0 1 9 , 8 4 9 , 7 1 1 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 4 , 9 0 5 , 4 3 9 8 9 4 , 3 2 3 1 , 8 2 5 , 1 4 0 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 3 , 1 9 9 , 3 6 3 40,175,000 115% 20 2 7 2 0 2 8 1 0 , 0 2 2 , 3 3 7 3 0 , 8 6 4 , 7 0 9 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 4 6 , 2 2 1 , 5 5 3 9 1 2 , 2 0 9 2 , 8 3 7 , 9 4 7 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 4 , 2 3 9 , 6 5 3 38,270,000 83% 20 2 8 2 0 2 9 1 0 , 0 2 2 , 3 3 7 3 0 , 8 6 4 , 7 0 9 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 4 6 , 2 2 1 , 5 5 3 9 1 2 , 2 0 9 2 , 8 3 7 , 9 4 7 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 4 , 2 3 9 , 6 5 3 36,290,000 79% 20 2 9 2 0 3 0 1 0 , 2 2 2 , 7 8 4 3 1 , 4 8 2 , 0 0 3 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 1 4 5 , 9 8 4 9 3 0 , 4 5 3 2 , 8 9 4 , 7 0 6 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 2 4 , 4 4 6 34,160,000 72% 20 3 0 2 0 3 1 1 0 , 2 2 2 , 7 8 4 3 1 , 4 8 2 , 0 0 3 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 1 4 5 , 9 8 4 9 3 0 , 4 5 3 2 , 8 9 4 , 7 0 6 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 2 4 , 4 4 6 31,945,000 68% 20 3 1 2 0 3 2 1 0 , 4 2 7 , 2 3 9 3 2 , 1 1 1 , 6 4 3 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 0 8 8 , 9 0 3 9 4 9 , 0 6 3 2 , 9 5 2 , 6 0 0 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 1 0 , 9 3 5 29,570,000 61% 20 3 2 2 0 3 3 1 0 , 4 2 7 , 2 3 9 3 2 , 1 1 1 , 6 4 3 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 0 8 8 , 9 0 3 9 4 9 , 0 6 3 2 , 9 5 2 , 6 0 0 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 1 0 , 9 3 5 27,105,000 56% 20 3 3 2 0 3 4 1 0 , 6 3 5 , 7 8 4 3 2 , 7 5 3 , 8 7 6 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 0 5 0 , 6 8 2 9 6 8 , 0 4 3 3 , 0 1 1 , 6 5 2 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 4 9 9 , 1 5 5 24,270,000 49% 20 3 4 2 0 3 5 1 0 , 6 3 5 , 7 8 4 3 2 , 7 5 3 , 8 7 6 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 0 5 0 , 6 8 2 9 6 8 , 0 4 3 3 , 0 1 1 , 6 5 2 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 4 9 9 , 1 5 5 21,330,000 43% 20 3 5 2 0 3 6 1 0 , 8 4 8 , 5 0 0 3 3 , 4 0 8 , 9 5 3 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 0 3 1 , 6 9 5 9 8 7 , 4 0 5 3 , 0 7 1 , 8 8 4 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 5 8 9 , 1 3 8 18,185,000 36% 20 3 6 2 0 3 7 1 0 , 8 4 8 , 5 0 0 3 3 , 4 0 8 , 9 5 3 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 0 3 1 , 6 9 5 9 8 7 , 4 0 5 3 , 0 7 1 , 8 8 4 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 5 8 9 , 1 3 8 14,925,000 30% 20 3 7 2 0 3 8 1 1 , 0 6 5 , 4 7 0 3 4 , 0 7 7 , 1 3 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 0 3 2 , 3 3 0 1 , 0 0 7 , 1 5 3 3 , 1 3 3 , 3 2 3 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 6 8 0 , 9 2 1 11,450,000 22% 20 3 8 2 0 3 9 1 1 , 0 6 5 , 4 7 0 3 4 , 0 7 7 , 1 3 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 0 3 2 , 3 3 0 1 , 0 0 7 , 1 5 3 3 , 1 3 3 , 3 2 3 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 6 8 0 , 9 2 1 7,845,000 15% 20 3 9 2 0 4 0 1 1 , 2 8 6 , 7 8 0 3 4 , 7 5 8 , 6 7 6 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 0 5 2 , 9 7 8 1 , 0 2 7 , 2 9 6 3 , 1 9 5 , 9 8 9 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 7 7 4 , 5 3 7 - 0% 20 4 0 2 0 4 1 1 1 , 2 8 6 , 7 8 0 3 4 , 7 5 8 , 6 7 6 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 0 5 2 , 9 7 8 1 , 0 2 7 , 2 9 6 3 , 1 9 5 , 9 8 9 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 7 7 4 , 5 3 7 Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 8 EXHIBIT B WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 1 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit B-1) (Exhibit B-2) Value 2019 2020 2021 - $82,882 $82,882 2020 2021 2022 $204,347 1,505,721 1,710,068 2021 2022 2023 4,170,922 1,036,460 5,207,382 2022 2023 2024 6,912,989 873,306 7,786,295 2023 2024 2025 9,197,930 166,344 9,364,274 2024 2025 2026 9,825,820 - 9,825,820 2025 2026 2027 9,825,820 - 9,825,820 2026 2027 2028 10,022,337 - 10,022,337 2027 2028 2029 10,022,337 - 10,022,337 2028 2029 2030 10,222,784 - 10,222,784 2029 2030 2031 10,222,784 - 10,222,784 2030 2031 2032 10,427,239 - 10,427,239 2031 2032 2033 10,427,239 - 10,427,239 2032 2033 2034 10,635,784 - 10,635,784 2033 2034 2035 10,635,784 - 10,635,784 2034 2035 2036 10,848,500 - 10,848,500 2035 2036 2037 10,848,500 - 10,848,500 2036 2037 2038 11,065,470 - 11,065,470 2037 2038 2039 11,065,470 - 11,065,470 2038 2039 2040 11,286,780 - 11,286,780 2039 2040 2041 11,286,780 - 11,286,780 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 9 EXHIBIT B-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 1 Allocation to Commercial Property Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit B-3) 2.00% New Units 29.00% Valuation (Exhibit B-3) 2.00% New Units 7.15% Valuation Valuation 2021 - - 29.00% - - - 7.15% - - 2022 - - - 29.00% - $2,858,000 - $2,858,000 7.15% $204,347 $204,347 2023 $823,556 $823,556 29.00% $238,831 52,136,280 54,994,280 7.15% 3,932,091 4,170,922 2024 - $16,471 840,027 29.00% 243,608 37,183,896 $1,099,886 93,278,062 7.15% 6,669,381 6,912,989 2025 - 840,027 29.00% 243,608 31,957,218 125,235,280 7.15% 8,954,322 9,197,930 2026 - 16,801 856,828 29.00% 248,480 6,208,831 2,504,706 133,948,817 7.15% 9,577,340 9,825,820 2027 - 856,828 29.00% 248,480 - 133,948,817 7.15% 9,577,340 9,825,820 2028 - 17,137 873,965 29.00% 253,450 - 2,678,976 136,627,793 7.15% 9,768,887 10,022,337 2029 - 873,965 29.00% 253,450 - 136,627,793 7.15% 9,768,887 10,022,337 2030 - 17,479 891,444 29.00% 258,519 - 2,732,556 139,360,349 7.15% 9,964,265 10,222,784 2031 - 891,444 29.00% 258,519 - 139,360,349 7.15% 9,964,265 10,222,784 2032 - 17,829 909,273 29.00% 263,689 - 2,787,207 142,147,556 7.15% 10,163,550 10,427,239 2033 - 909,273 29.00% 263,689 - 142,147,556 7.15% 10,163,550 10,427,239 2034 - 18,185 927,458 29.00% 268,963 - 2,842,951 144,990,507 7.15% 10,366,821 10,635,784 2035 - 927,458 29.00% 268,963 - 144,990,507 7.15% 10,366,821 10,635,784 2036 - 18,549 946,007 29.00% 274,342 - 2,899,810 147,890,317 7.15% 10,574,158 10,848,500 2037 - 946,007 29.00% 274,342 - 147,890,317 7.15% 10,574,158 10,848,500 2038 - 18,920 964,927 29.00% 279,829 - 2,957,806 150,848,123 7.15% 10,785,641 11,065,470 2039 - 964,927 29.00% 279,829 - 150,848,123 7.15% 10,785,641 11,065,470 2040 - 19,299 984,226 29.00% 285,426 - 3,016,962 153,865,085 7.15% 11,001,354 11,286,780 2041 - 984,226 29.00% 285,426 - 153,865,085 7.15% 11,001,354 11,286,780 823,556$ 160,670$ 130,344,225$ 23,520,860$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 10 EXHIBIT B-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 1 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit B-3) Adjustments Value 29.00% 2020 - $0 - - 2021 $285,800 - $285,800 $82,882 2022 4,906,341 - 5,192,141 1,505,721 2023 (1,618,141) - 3,574,000 1,036,460 2024 (562,600) - 3,011,400 873,306 2025 (2,437,800) - 573,600 166,344 2026 (573,600) - (0) - 2027 - - - - ($0) $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 11 EXHIBIT B-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 1 Rid g e a t W a r d T H Ha n c e S t a t i o n T H Hin k l e P l u m b i n g To t a l s o f N e w D e v e l o p me n t Allocation of New Develo p ment Between Residential and Commercia l Ma r k e t M a r k e t M a r k e t Residential Develo p men t Commercial Develo p men t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r T o t a l A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t U n i t s A n n u a l A n n u a l T o t al A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n U n i t s V a l u e t o F i n i s h e d 4 7 8 , 0 0 0 $ V a l u e o f U n i t s V a l u e t o F i n i s h e d 4 6 8 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 8 1 $ V a l u e o f o r S q . F t . V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U ni t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - - - 20 1 9 20 2 1 $ 2 3 9 , 0 0 0 - - $ 4 6 , 8 0 0 - - - - - - - $ 2 8 5 , 8 0 0 - - $285,800 - - - 20 2 0 2 0 2 2 5 2,7 2 4 , 6 0 0 ( $ 2 3 9 , 0 0 0 ) $ 4 7 8 , 0 0 0 $ 2 , 3 9 0 , 0 0 0 1 2,3 8 6 , 8 0 0 ( $ 4 6 , 8 0 0 ) 4 6 8 , 0 0 0 $ $ 4 6 8 , 0 0 0 $ 8 0 , 7 4 1 - 8 1 - 6 $ 2 , 8 5 8 , 0 0 0 4 , 9 0 6 , 3 4 1 6 $ 2 , 8 5 8 , 0 0 0 4 , 8 2 5 , 6 0 0 - - $80,741 20 2 1 2 0 2 3 57 3,0 5 9 , 2 0 0 ( 2 , 7 2 4 , 6 0 0 ) 4 8 7 , 5 6 0 2 7 , 7 9 0 , 9 2 0 51 51 4 , 8 0 0 ( 2 , 3 8 6 , 8 0 0 ) 4 7 7 , 3 6 0 2 4 , 3 4 5 , 3 6 0 99 6 8 - ( $ 8 0 , 7 4 1 ) 8 3 $ 8 2 3 , 5 5 6 1 0 , 0 7 6 5 2 , 9 5 9 , 8 3 6 ( 1 , 6 1 8 , 1 4 1 ) 1 0 8 5 2 , 1 3 6 , 2 8 0 (1,537,400) 9,968 $823,556 ( 8 0 , 7 4 1 ) 20 2 2 2 0 2 4 64 3,0 1 1 , 4 0 0 ( 3 , 0 5 9 , 2 0 0 ) 4 9 7 , 3 1 1 3 1 , 8 2 7 , 9 1 7 11 - ( 5 1 4 , 8 0 0 ) 4 8 6 , 9 0 7 5 , 3 5 5 , 9 7 9 - - 8 4 - 7 5 3 7 , 1 8 3 , 8 9 6 ( 5 6 2 , 6 0 0 ) 7 5 3 7 , 1 8 3 , 8 9 6 (562,600) - - - 20 2 3 2 0 2 5 63 57 3 , 6 0 0 ( 3 , 0 1 1 , 4 0 0 ) 5 0 7 , 2 5 7 3 1 , 9 5 7 , 2 1 8 - - 4 9 6 , 6 4 5 - - - 8 6 - 6 3 3 1 , 9 5 7 , 2 1 8 ( 2 , 4 3 7 , 8 0 0 ) 6 3 3 1 , 9 5 7 , 2 1 8 (2,437,800) - - - 20 2 4 2 0 2 6 12 - ( 5 7 3 , 6 0 0 ) 5 1 7 , 4 0 3 6 , 2 0 8 , 8 3 1 - - 5 0 6 , 5 7 8 - - - 8 8 - 1 2 6 , 2 0 8 , 8 3 1 ( 5 7 3 , 6 0 0 ) 1 2 6 , 2 0 8 , 8 3 1 (573,600) - - - 20 2 5 2 0 2 7 - - 5 2 7 , 7 5 1 - - - 5 1 6 , 7 1 0 - - - 8 9 - - - - - - - - - - 20 2 6 2 0 2 8 - - 5 3 8 , 3 0 6 - - - 5 2 7 , 0 4 4 - - - 9 1 - - - - - - - - - - 20 1 9 , 6 0 7 , 8 0 0 $ ( 9 , 6 0 7 , 8 0 0 ) $ 1 0 0 , 1 7 4 , 8 8 5 $ 6 3 2 , 9 4 8 , 4 0 0 $ ( 2 , 9 4 8 , 4 0 0 ) $ 3 0 , 1 6 9 , 3 3 9 $ 9 9 6 8 8 0 , 7 4 1 $ ( 8 0 , 7 4 1 ) $ 8 2 3 , 5 5 6 $ 1 0 , 2 3 2 1 3 1 , 1 6 7 , 7 8 1 $ ( 0 ) $ 2 6 4 1 3 0 , 3 4 4 , 2 2 5 $ (0)$ 9,968 823,556 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 12 EXHIBIT C WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 2 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit C-1) (Exhibit C-2) Value 2019 2020 2021 - $644,670 $644,670 2020 2021 2022 $1,589,445 2,198,093 3,787,538 2021 2022 2023 9,273,832 - 9,273,832 2022 2023 2024 9,459,309 846,655 10,305,964 2023 2024 2025 18,444,079 - 18,444,079 2024 2025 2026 18,812,961 - 18,812,961 2025 2026 2027 18,812,961 1,036,750 19,849,711 2026 2027 2028 30,864,709 - 30,864,709 2027 2028 2029 30,864,709 - 30,864,709 2028 2029 2030 31,482,003 - 31,482,003 2029 2030 2031 31,482,003 - 31,482,003 2030 2031 2032 32,111,643 - 32,111,643 2031 2032 2033 32,111,643 - 32,111,643 2032 2033 2034 32,753,876 - 32,753,876 2033 2034 2035 32,753,876 - 32,753,876 2034 2035 2036 33,408,953 - 33,408,953 2035 2036 2037 33,408,953 - 33,408,953 2036 2037 2038 34,077,133 - 34,077,133 2037 2038 2039 34,077,133 - 34,077,133 2038 2039 2040 34,758,676 - 34,758,676 2039 2040 2041 34,758,676 - 34,758,676 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 13 EXHIBIT C-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 2 Allocation to Commercial Property Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit C-3) 2.00% New Units 29.00% Valuation (Exhibit C-3) 2.00% New Units 7.15% Valuation Valuation 2021 - 29.00% - - 7.15% - - 2022 - - 29.00% - $22,230,000 - $22,230,000 7.15% $1,589,445 $1,589,445 2023 $9,869,846 $9,869,846 29.00% $2,862,255 67,442,400 89,672,400 7.15% 6,411,577 9,273,832 2024 - $197,397 10,067,243 29.00% 2,919,501 - $1,793,448 91,465,848 7.15% 6,539,808 9,459,309 2025 30,981,968 41,049,211 29.00% 11,904,271 91,465,848 7.15% 6,539,808 18,444,079 2026 - 820,984 41,870,195 29.00% 12,142,357 1,829,317 93,295,165 7.15% 6,670,604 18,812,961 2027 - 41,870,195 29.00% 12,142,357 93,295,165 7.15% 6,670,604 18,812,961 2028 40,260,306 837,404 82,967,905 29.00% 24,060,693 1,865,903 95,161,068 7.15% 6,804,016 30,864,709 2029 - 82,967,905 29.00% 24,060,693 95,161,068 7.15% 6,804,016 30,864,709 2030 - 1,659,358 84,627,263 29.00% 24,541,906 1,903,221 97,064,289 7.15% 6,940,097 31,482,003 2031 - 84,627,263 29.00% 24,541,906 97,064,289 7.15% 6,940,097 31,482,003 2032 - 1,692,545 86,319,808 29.00% 25,032,744 1,941,286 99,005,575 7.15% 7,078,899 32,111,643 2033 - 86,319,808 29.00% 25,032,744 99,005,575 7.15% 7,078,899 32,111,643 2034 - 1,726,396 88,046,204 29.00% 25,533,399 1,980,112 100,985,687 7.15% 7,220,477 32,753,876 2035 - 88,046,204 29.00% 25,533,399 100,985,687 7.15% 7,220,477 32,753,876 2036 - 1,760,924 89,807,128 29.00% 26,044,067 2,019,714 103,005,401 7.15% 7,364,886 33,408,953 2037 - 89,807,128 29.00% 26,044,067 103,005,401 7.15% 7,364,886 33,408,953 2038 - 1,796,143 91,603,271 29.00% 26,564,949 2,060,108 105,065,509 7.15% 7,512,184 34,077,133 2039 - 91,603,271 29.00% 26,564,949 105,065,509 7.15% 7,512,184 34,077,133 2040 - 1,832,065 93,435,336 29.00% 27,096,248 2,101,310 107,166,819 7.15% 7,662,428 34,758,676 2041 - 93,435,336 29.00% 27,096,248 107,166,819 7.15% 7,662,428 34,758,676 81,112,120$ 12,323,216$ 89,672,400$ 17,494,419$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 14 EXHIBIT C-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 2 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit B-3) Adjustments Value 29.00% 2020 - $0 - - 2021 $2,223,000 - $2,223,000 $644,670 2022 5,356,632 - 7,579,632 2,198,093 2023 (7,579,632) - - - 2024 2,919,500 - 2,919,500 846,655 2025 (2,919,500) - - - 2026 - - - - 2027 3,575,000 - 3,575,000 1,036,750 $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 15 EXHIBIT C-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C R e t a i l C C C F i t n e s s C C C G a s S t a t i o n Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 3 2 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 7 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 8 4 $ Value of Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s 20 1 8 20 2 0 - - 20 1 9 20 2 1 - - - - - - - - - 20 2 0 2 0 2 2 - - $ 3 3 2 - - - 7 0 $ - $ 2 7 5 , 8 8 0 - 4 8 4 - 20 2 1 2 0 2 3 - - 3 3 9 - - - 7 1 - 57 0 0 - ( $ 2 7 5 , 8 8 0 ) 4 9 4 $2,813,976 20 2 2 2 0 2 4 $ 8 3 0 , 0 0 0 - 3 4 5 - $ 7 7 7 , 0 0 0 - 7 3 - - - 5 0 4 - 20 2 3 2 0 2 5 25 0 0 0 - ( $ 8 3 0 , 0 0 0 ) 3 5 2 $ 8 , 8 0 8 , 0 2 6 11 1 0 0 0 - ( $ 7 7 7 , 0 0 0 ) 7 4 $ 8 , 2 4 5 , 5 8 6 - - 5 1 4 - 20 2 4 2 0 2 6 - - 3 5 9 - - - 7 6 - - - 5 2 4 - 20 2 5 2 0 2 7 - - 3 6 7 - - - 7 7 - - - 5 3 4 - 20 2 6 2 0 2 8 - - 3 7 4 - - - 7 9 - - - 5 4 5 - 20 2 7 2 0 2 9 - - 3 8 1 - - - 8 0 - - - 5 5 6 - 25 0 0 0 8 3 0 , 0 0 0 $ ( 8 3 0 , 0 0 0 ) $ 8 , 8 0 8 , 0 2 6 $ 1 1 1 0 0 0 7 7 7 , 0 0 0 $ ( 7 7 7 , 0 0 0 ) $ 8 , 2 4 5 , 5 8 6 $ 5 7 0 0 2 7 5 , 8 8 0 $ ( 2 7 5 , 8 8 0 ) $ 2 , 8 1 3 , 9 7 6 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 16 EXHIBIT C-3 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C H o t e l C C C F o o t h i l l s C r e d i t U n i o n C C C S C L M e d O f f i c e Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d U n i t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Un i t s V a l u e t o F i n i s h e d 1 0 5 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 5 6 . 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 2 7 5 $ Value of Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s - - - - - - - - - - 1 0 5 , 0 0 0 - $ 6 9 1 , 7 5 2 - $ 4 5 6 - - $ 2 7 5 - - - 1 0 7 , 1 0 0 - 15 1 7 0 - ( $ 6 9 1 , 7 5 2 ) 4 6 5 $ 7 , 0 5 5 , 8 7 0 - - 2 8 1 - $1 , 3 1 2 , 5 0 0 - 1 0 9 , 2 4 2 - - - 4 7 4 - - - 2 8 6 - 12 5 - ( $ 1 , 3 1 2 , 5 0 0 ) 1 1 1 , 4 2 7 $ 1 3 , 9 2 8 , 3 5 5 - - 4 8 4 - - - 2 9 2 - - - 1 1 3 , 6 5 5 - - - 4 9 4 - - - 2 9 8 - - - 1 1 5 , 9 2 8 - - - 5 0 3 - $ 3 , 5 7 5 , 0 0 0 - 3 0 4 - - - 1 1 8 , 2 4 7 - - - 5 1 4 - 13 0 0 0 0 - ( $ 3 , 5 7 5 , 0 0 0 ) 3 1 0 $40,260,306 - - 1 2 0 , 6 1 2 - - - 5 2 4 - - - 3 1 6 - 12 5 1 , 3 1 2 , 5 0 0 $ ( 1 , 3 1 2 , 5 0 0 ) $ 1 3 , 9 2 8 , 3 5 5 $ 1 5 1 7 0 6 9 1 , 7 5 2 $ ( 6 9 1 , 7 5 2 ) $ 7 , 0 5 5 , 8 7 0 $ 1 3 0 0 0 0 3 , 5 7 5 , 0 0 0 $ ( 3 , 5 7 5 , 0 0 0 ) $ 40,260,306 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 17 EXHIBIT C-3 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C O u t l o o k T H A p ts T o t a l s o f N e w D e v e l o p me n t A l l o c a t i o n o f N e w D e v e l o p me n t B e t w e e n R e s i d e n t i a l a n d C o m m e r c i a l Ma r k e t Co m m e r c i a l D e v e l o p me n t Residential Develo p ment Va l u e o f V a l u e p e r T o t a l A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t U n i t s A n n u a l A n n u a l T o t a l A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Un i t s V a l u e t o F i n i s h e d 2 8 5 , 0 0 0 $ V a l u e o f o r S q . F t . V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d - - $ 0 - - - - - $2 , 2 2 3 , 0 0 0 - - $ 0 $ 2 , 2 2 3 , 0 0 0 - - - - - $2,223,000 78 6, 6 1 2 , 0 0 0 ( $ 2 , 2 2 3 , 0 0 0 ) $ 2 8 5 , 0 0 0 $ 2 2 , 2 3 0 , 0 0 0 7 8 $ 2 2 , 2 3 0 , 0 0 0 5 , 3 5 6 , 6 3 2 - - $ 9 6 7 , 6 3 2 7 8 $ 2 2 , 2 3 0 , 0 0 0 4 , 3 8 9 , 0 0 0 23 2 - ( 6 , 6 1 2 , 0 0 0 ) 2 9 0 , 7 0 0 6 7 , 4 4 2 , 4 0 0 2 1 , 1 0 2 7 7 , 3 1 2 , 2 4 6 ( 7 , 5 7 9 , 6 3 2 ) 2 0 , 8 7 0 $ 9 , 8 6 9 , 8 4 6 ( 9 6 7 , 6 3 2 ) 2 3 2 6 7 , 4 4 2 , 4 0 0 (6,612,000) - - 2 9 6 , 5 1 4 - - - 2 , 9 1 9 , 5 0 0 - - 2 , 9 1 9 , 5 0 0 - - - - - 3 0 2 , 4 4 4 - 1 3 6 , 1 2 5 3 0 , 9 8 1 , 9 6 8 ( 2 , 9 1 9 , 5 0 0 ) 1 3 6 , 1 2 5 3 0 , 9 8 1 , 9 6 8 ( 2 , 9 1 9 , 5 0 0 ) - - - - - 3 0 8 , 4 9 3 - - - - - - - - - - - - 3 1 4 , 6 6 3 - - - 3 , 5 7 5 , 0 0 0 - - 3 , 5 7 5 , 0 0 0 - - - - - 3 2 0 , 9 5 6 - 1 3 0 , 0 0 0 4 0 , 2 6 0 , 3 0 6 ( 3 , 5 7 5 , 0 0 0 ) 1 3 0 , 0 0 0 4 0 , 2 6 0 , 3 0 6 ( 3 , 5 7 5 , 0 0 0 ) - - - - - 3 2 7 , 3 7 5 $ 0 - - - - - - - - - 31 0 8 , 8 3 5 , 0 0 0 $ ( 8 , 8 3 5 , 0 0 0 ) $ 8 9 , 6 7 2 , 4 0 0 $ 2 8 7 , 3 0 5 1 7 0 , 7 8 4 , 5 2 0 $ - $ 2 8 6 , 9 9 5 8 1 , 1 1 2 , 1 2 0 $ - $ 3 1 0 8 9 , 6 7 2 , 4 0 0 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 18 EXHIBIT D WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 3 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit D-1) (Exhibit D-2) Value 2019 2020 2021 - - - 2020 2021 2022 - $362,894 $362,894 2021 2022 2023 $3,701,523 - 3,701,523 2022 2023 2024 3,775,553 - 3,775,553 2023 2024 2025 3,775,553 - 3,775,553 2024 2025 2026 3,851,064 - 3,851,064 2025 2026 2027 3,851,064 - 3,851,064 2026 2027 2028 3,928,086 - 3,928,086 2027 2028 2029 3,928,086 - 3,928,086 2028 2029 2030 4,006,647 - 4,006,647 2029 2030 2031 4,006,647 - 4,006,647 2030 2031 2032 4,086,780 - 4,086,780 2031 2032 2033 4,086,780 - 4,086,780 2032 2033 2034 4,168,516 - 4,168,516 2033 2034 2035 4,168,516 - 4,168,516 2034 2035 2036 4,251,886 - 4,251,886 2035 2036 2037 4,251,886 - 4,251,886 2036 2037 2038 4,336,924 - 4,336,924 2037 2038 2039 4,336,924 - 4,336,924 2038 2039 2040 4,423,663 - 4,423,663 2039 2040 2041 4,423,663 - 4,423,663 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 19 EXHIBIT D-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVEOPMENT PROJECT AREA NO. 3 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit D-3) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $12,763,872 $12,763,872 29.00% $3,701,523 2024 - $255,277 13,019,149 29.00% 3,775,553 2025 - 13,019,149 29.00% 3,775,553 2026 - 260,383 13,279,532 29.00% 3,851,064 2027 - 13,279,532 29.00% 3,851,064 2028 - 265,591 13,545,123 29.00% 3,928,086 2029 - 13,545,123 29.00% 3,928,086 2030 - 270,902 13,816,025 29.00% 4,006,647 2031 - 13,816,025 29.00% 4,006,647 2032 - 276,321 14,092,346 29.00% 4,086,780 2033 - 14,092,346 29.00% 4,086,780 2034 - 281,847 14,374,193 29.00% 4,168,516 2035 - 14,374,193 29.00% 4,168,516 2036 - 287,484 14,661,677 29.00% 4,251,886 2037 - 14,661,677 29.00% 4,251,886 2038 - 293,234 14,954,911 29.00% 4,336,924 2039 - 14,954,911 29.00% 4,336,924 2040 - 299,098 15,254,009 29.00% 4,423,663 2041 - 15,254,009 29.00% 4,423,663 12,763,872$ 2,490,137$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 20 EXHIBIT D-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVEOPMENT PROJECT AREA NO. 3 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit D-3) Adjustments Value 29.00% 2020 - $0 - - 2021 - - - - 2022 $1,251,360 - $1,251,360 $362,894 2023 (1,251,360) - - - 2024 - - - - 2025 - - - - 2026 - - - - 2027 - - - - $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 21 EXHIBIT D-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 3 Ax i s 7 0 W e s t T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 8 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 , 2 5 1 , 3 6 0 - $ 8 8 - - - $ 1 , 2 5 1 , 3 6 0 20 2 1 2 0 2 3 14 2 2 0 0 - ( $ 1 , 2 5 1 , 3 6 0 ) 9 0 $ 1 2 , 7 6 3 , 8 7 2 1 4 2 , 2 0 0 $ 1 2 , 7 6 3 , 8 7 2 ( 1 , 2 5 1 , 3 6 0 ) 20 2 2 2 0 2 4 - - 9 2 - - - - 20 2 3 2 0 2 5 - - 9 3 - - - - 20 2 4 2 0 2 6 - - 9 5 - - - - 20 2 5 2 0 2 7 - - 9 7 - - - - 20 2 6 2 0 2 8 - - 9 9 - - - - 20 2 7 2 0 2 9 - - 1 0 1 - - - - 14 2 2 0 0 1 , 2 5 1 , 3 6 0 $ ( 1 , 2 5 1 , 3 6 0 ) $ 1 2 , 7 6 3 , 8 7 2 $ 1 4 2 , 2 0 0 1 2 , 7 6 3 , 8 7 2 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 22 EXHIBIT E WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 4 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit E-1) (Exhibit E-2) Value 2019 2020 2021 - - - 2020 2021 2022 - - - 2021 2022 2023 - $81,055 $81,055 2022 2023 2024 $843,296 - $843,296 2023 2024 2025 843,296 - 843,296 2024 2025 2026 860,162 - 860,162 2025 2026 2027 860,162 - 860,162 2026 2027 2028 877,365 - 877,365 2027 2028 2029 877,365 - 877,365 2028 2029 2030 894,913 - 894,913 2029 2030 2031 894,913 - 894,913 2030 2031 2032 912,811 - 912,811 2031 2032 2033 912,811 - 912,811 2032 2033 2034 931,067 - 931,067 2033 2034 2035 931,067 - 931,067 2034 2035 2036 949,689 - 949,689 2035 2036 2037 949,689 - 949,689 2036 2037 2038 968,682 - 968,682 2037 2038 2039 968,682 - 968,682 2038 2039 2040 988,056 - 988,056 2039 2040 2041 988,056 - 988,056 23 EXHIBIT E-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 4 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit B-3) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 - - 29.00% - 2024 $2,907,918 - $2,907,918 29.00% $843,296 2025 - 2,907,918 29.00% 843,296 2026 - $58,158 2,966,076 29.00% 860,162 2027 - 2,966,076 29.00% 860,162 2028 - 59,322 3,025,398 29.00% 877,365 2029 - 3,025,398 29.00% 877,365 2030 - 60,508 3,085,906 29.00% 894,913 2031 - 3,085,906 29.00% 894,913 2032 - 61,718 3,147,624 29.00% 912,811 2033 - 3,147,624 29.00% 912,811 2034 - 62,952 3,210,576 29.00% 931,067 2035 - 3,210,576 29.00% 931,067 2036 - 64,212 3,274,788 29.00% 949,689 2037 - 3,274,788 29.00% 949,689 2038 - 65,496 3,340,284 29.00% 968,682 2039 - 3,340,284 29.00% 968,682 2040 - 66,806 3,407,090 29.00% 988,056 2041 - 3,407,090 29.00% 988,056 2,907,918$ 499,172$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 24 EXHIBIT E-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 4 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit B-3) Adjustments Value 29.00% 2020 - $0 - - 2021 - - - - 2022 - - - - 2023 $279,500 - $279,500 $81,055 2024 (279,500) - - - 2025 - - - - 2026 - - - - 2027 - - - - $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 25 EXHIBIT E-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 4 Ap p l e w o o d V i l l a g e R e t a i l T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 4 3 0 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 - - $ 4 3 0 - - - - 20 2 1 2 0 2 3 $ 2 7 9 , 5 0 0 - 4 3 9 - - - $ 2 7 9 , 5 0 0 20 2 2 2 0 2 4 65 0 0 - ( $ 2 7 9 , 5 0 0 ) 4 4 7 $ 2 , 9 0 7 , 9 1 8 6 , 5 0 0 $ 2 , 9 0 7 , 9 1 8 ( 2 7 9 , 5 0 0 ) 20 2 3 2 0 2 5 - - 4 5 6 - - - - 20 2 4 2 0 2 6 - - 4 6 5 - - - - 20 2 5 2 0 2 7 - - 4 7 5 - - - - 20 2 6 2 0 2 8 - - 4 8 4 - - - - 20 2 7 2 0 2 9 - - 4 9 4 - - - - 65 0 0 2 7 9 , 5 0 0 $ ( 2 7 9 , 5 0 0 ) $ 2 , 9 0 7 , 9 1 8 $ 6 , 5 0 0 2 , 9 0 7 , 9 1 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 26 EXHIBIT F WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 5 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit F-1) (Exhibit F-2) Value 2019 2020 2021 - - - 2020 2021 2022 - $48,877 $48,877 2021 2022 2023 $498,541 - 498,541 2022 2023 2024 508,512 - 508,512 2023 2024 2025 508,512 - 508,512 2024 2025 2026 518,682 - 518,682 2025 2026 2027 518,682 - 518,682 2026 2027 2028 529,056 - 529,056 2027 2028 2029 529,056 - 529,056 2028 2029 2030 539,637 - 539,637 2029 2030 2031 539,637 - 539,637 2030 2031 2032 550,430 - 550,430 2031 2032 2033 550,430 - 550,430 2032 2033 2034 561,439 - 561,439 2033 2034 2035 561,439 - 561,439 2034 2035 2036 572,667 - 572,667 2035 2036 2037 572,667 - 572,667 2036 2037 2038 584,121 - 584,121 2037 2038 2039 584,121 - 584,121 2038 2039 2040 595,803 - 595,803 2039 2040 2041 595,803 - 595,803 27 EXHIBIT F-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 5 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit F-3) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $1,719,108 $1,719,108 29.00% $498,541 2024 - $34,382 1,753,490 29.00% 508,512 2025 - 1,753,490 29.00% 508,512 2026 - 35,070 1,788,560 29.00% 518,682 2027 - 1,788,560 29.00% 518,682 2028 - 35,771 1,824,331 29.00% 529,056 2029 - 1,824,331 29.00% 529,056 2030 - 36,487 1,860,818 29.00% 539,637 2031 - 1,860,818 29.00% 539,637 2032 - 37,216 1,898,034 29.00% 550,430 2033 - 1,898,034 29.00% 550,430 2034 - 37,961 1,935,995 29.00% 561,439 2035 - 1,935,995 29.00% 561,439 2036 - 38,720 1,974,715 29.00% 572,667 2037 - 1,974,715 29.00% 572,667 2038 - 39,494 2,014,209 29.00% 584,121 2039 - 2,014,209 29.00% 584,121 2040 - 40,284 2,054,493 29.00% 595,803 2041 - 2,054,493 29.00% 595,803 1,719,108$ 335,385$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 28 EXHIBIT F-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 5 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit F-3) Adjustments Value 29.00% 2020 - $0 - - 2021 - - - - 2022 $168,540 - $168,540 $48,877 2023 (168,540) - - - 2024 - - - - 2025 - - - - 2026 - - - - 2027 - - - - $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 29 EXHIBIT F-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 5 Ch r i s t i a n B r o s A u t o m o t i v e T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 1 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 6 8 , 5 4 0 - $ 3 1 8 - - - $ 1 6 8 , 5 4 0 20 2 1 2 0 2 3 53 0 0 - ( $ 1 6 8 , 5 4 0 ) 3 2 4 $ 1 , 7 1 9 , 1 0 8 5 , 3 0 0 $ 1 , 7 1 9 , 1 0 8 ( 1 6 8 , 5 4 0 ) 20 2 2 2 0 2 4 - - 3 3 1 - - - - 20 2 3 2 0 2 5 - - 3 3 7 - - - - 20 2 4 2 0 2 6 - - 3 4 4 - - - - 20 2 5 2 0 2 7 - - 3 5 1 - - - - 20 2 6 2 0 2 8 - - 3 5 8 - - - - 20 2 7 2 0 2 9 - - 3 6 5 - - - - 53 0 0 1 6 8 , 5 4 0 $ ( 1 6 8 , 5 4 0 ) $ 1 , 7 1 9 , 1 0 8 $ 5 , 3 0 0 1 , 7 1 9 , 1 0 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 30 EXHIBIT G WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED 2021A BONDS DEBT SERVICE REQUIREMENTS ASSUMING A SETTLEMENT OF NOVEMBER 9, 2021 Capitalized Interest Original Issue Payment Payment For and DSRF Total Debt Reoffering Premium/Total Principal Annual Date Rate Principal Interest Adjustments Payment Price (Discount) Production Outstanding Debt Service 01-Jun-22 $991,596 ($862,652) $128,944 44,180,000$ 01-Dec-22 4.000% $175,000 883,600 (768,700) 289,900 104.004% $7,007 $182,007 44,005,000 $418,844 01-Jun-23 880,100 (768,700) 111,400 44,005,000 01-Dec-23 4.000% 1,200,000 880,100 (768,700) 1,311,400 107.553% 90,636 1,290,636 42,805,000 1,422,800 01-Jun-24 856,100 856,100 42,805,000 01-Dec-24 4.000% 35,000 856,100 891,100 110.812% 3,784 38,784 42,770,000 1,747,200 01-Jun-25 855,400 855,400 42,770,000 01-Dec-25 4.000% 745,000 855,400 1,600,400 113.577% 101,149 846,149 42,025,000 2,455,800 01-Jun-26 840,500 840,500 42,025,000 01-Dec-26 4.000% 870,000 840,500 1,710,500 115.840% 137,808 1,007,808 41,155,000 2,551,000 01-Jun-27 823,100 823,100 41,155,000 01-Dec-27 4.000% 980,000 823,100 1,803,100 117.278% 169,324 1,149,324 40,175,000 2,626,200 01-Jun-28 803,500 803,500 40,175,000 01-Dec-28 4.000% 1,905,000 803,500 2,708,500 118.678% 355,816 2,260,816 38,270,000 3,512,000 01-Jun-29 765,400 765,400 38,270,000 01-Dec-29 4.000% 1,980,000 765,400 2,745,400 119.753% 391,109 2,371,109 36,290,000 3,510,800 01-Jun-30 725,800 725,800 36,290,000 01-Dec-30 4.000% 2,130,000 725,800 2,855,800 120.823% 443,530 2,573,530 34,160,000 3,581,600 01-Jun-31 683,200 683,200 34,160,000 01-Dec-31 4.000% 2,215,000 683,200 2,898,200 121.909% 485,284 2,700,284 31,945,000 3,581,400 01-Jun-32 638,900 638,900 31,945,000 01-Dec-32 4.000% 2,375,000 638,900 3,013,900 120.980% 498,275 2,873,275 29,570,000 3,652,800 01-Jun-33 591,400 591,400 29,570,000 01-Dec-33 4.000% 2,465,000 591,400 3,056,400 120.366% 502,022 2,967,022 27,105,000 3,647,800 01-Jun-34 542,100 542,100 27,105,000 01-Dec-34 4.000% 2,835,000 542,100 3,377,100 119.856% 562,918 3,397,918 24,270,000 3,919,200 01-Jun-35 485,400 485,400 24,270,000 01-Dec-35 4.000% 2,940,000 485,400 3,425,400 119.653% 577,798 3,517,798 21,330,000 3,910,800 01-Jun-36 426,600 426,600 21,330,000 01-Dec-36 4.000% 3,145,000 426,600 3,571,600 119.350% 608,558 3,753,558 18,185,000 3,998,200 01-Jun-37 363,700 363,700 18,185,000 01-Dec-37 4.000% 3,260,000 363,700 3,623,700 119.047% 620,932 3,880,932 14,925,000 3,987,400 01-Jun-38 298,500 298,500 14,925,000 01-Dec-38 4.000% 3,475,000 298,500 3,773,500 119.755% 686,486 4,161,486 11,450,000 4,072,000 01-Jun-39 229,000 229,000 11,450,000 01-Dec-39 4.000% 3,605,000 229,000 3,834,000 118.444% 664,906 4,269,906 7,845,000 4,063,000 01-Jun-40 156,900 156,900 7,845,000 01-Dec-40 4.000% 7,845,000 156,900 (4,007,148) 3,994,752 118.144% 1,423,397 9,268,397 0 4,151,652 44,180,000$ 23,806,396$ (7,175,900)$ $60,810,496 8,330,739$ 52,510,739$ 60,810,496$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 31 EXHIBIT G-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 ESTIMATED SOURCES AND USES OF FUND Total Sources of Funds: Par Value of Bonds 44,180,000$ Original Issue Premium 8,330,740 Debt Service Reserve Fund Contribution 625,891 Total Sources of Funds 53,136,631$ Uses of Funds: Escrow Fund Deposit 6,430,994$ Capitalized Interest Fund 3,168,752 Debt Service Reserve Fund 4,665,118 Underwriter's Discount 552,250 Issuance Costs 325,000 Project Fund Deposit 37,991,958 Contingency 2,558 53,136,630$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 32 ALTERNATE SCENARIO 33 EXHIBIT H WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF DEBT SERVICE FUND ACTIVITY Revenue Receipts TIF Revenue Allocable to: Treasurer Excess New Net Collection 2021 Bonds Revenue Debt Collection Development Existing Property Fees Trustee Net Revenue Debt Service Above Service Year (Exhbit H-1) Development* Tax Revenue 1.00% Fees Receipts (Exhibit H-22) Requirement Coverage 2021 $66,820 $66,820 ($668) $66,152 - $66,152 N/A 2022 541,624 541,624 (5,416) ($7,000) 529,208 $418,844 110,365 126.3% 2023 1,724,301 $88,141 1,812,442 (18,124) (7,000) 1,787,318 1,422,800 364,518 125.6% 2024 2,048,177 91,908 2,140,085 (21,401) (7,000) 2,111,684 1,747,200 364,484 120.9% 2025 2,598,873 88,901 2,687,774 (26,878) (7,000) 2,653,896 2,455,800 198,096 108.1% 2026 2,868,669 127,654 2,996,323 (29,963) (7,000) 2,959,360 2,551,000 408,360 116.0% 2027 3,107,861 124,225 3,232,086 (32,321) (7,000) 3,192,765 2,626,200 566,565 121.6% 2028 3,567,118 204,013 3,771,131 (37,711) (7,000) 3,726,420 3,512,000 214,420 106.1% 2029 3,932,119 200,215 4,132,334 (41,323) (7,000) 4,084,011 3,510,800 573,211 116.3% 2030 4,350,657 206,827 4,557,484 (45,575) (7,000) 4,504,909 3,581,600 923,309 125.8% 2031 4,350,657 202,915 4,553,572 (45,536) (7,000) 4,501,036 3,581,400 919,636 125.7% 2032 4,437,670 209,660 4,647,330 (46,473) (7,000) 4,593,857 3,652,800 941,057 125.8% 2033 4,437,670 205,631 4,643,301 (46,433) (7,000) 4,589,868 3,647,800 942,068 125.8% 2034 4,526,425 458,078 4,984,503 (49,845) (7,000) 4,927,658 3,919,200 1,008,458 125.7% 2035 4,526,425 446,280 4,972,705 (49,727) (7,000) 4,915,978 3,910,800 1,005,178 125.7% 2036 4,616,953 463,307 5,080,260 (50,803) (7,000) 5,022,457 3,998,200 1,024,257 125.6% 2037 4,616,953 451,155 5,068,108 (50,681) (7,000) 5,010,427 3,987,400 1,023,027 125.7% 2038 4,709,292 468,523 5,177,815 (51,778) (7,000) 5,119,037 4,072,000 1,047,037 125.7% 2039 4,709,292 456,006 5,165,298 (51,653) (7,000) 5,106,645 4,063,000 1,043,645 125.7% 2040 4,803,477 473,721 5,277,198 (52,772) (7,000) 5,217,426 4,151,652 1,065,774 125.7% 70,541,034$ 4,967,160$ 75,508,194$ (755,081)$ (133,000)$ $74,620,113 60,810,496$ * Provided by Ricker and Cunningham This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 34 EXHIBIT H-1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SU M M A R Y O F A S S E S S E D V A L U E S A N D T I F R E V E N U E D E R I V E D F R O M N E W D E V E L O P M E N T As s e s e d V a l u e s o f P r o p er t y Ne t M i l l L e v y R e v e n u e s @ 9 9 . 5 0 % Pr o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 P r o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 As s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d T o t a l M i l l L e v y Mi l l L e v y Mil l L e v y Mi l l L e v y Mil l L e v y Total B o n d D e b t t o Ca l e n d a r C o l l e c t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n A s s e s s e d R e v e n u e R e v e n u e R e v e n u e R e v e n u e R e v e n u e M i l l L e v y Princi p al A s s e s s e d V a l u e AV Y e a r Y e a r ( E x h i b i t H - 2 ) ( E x h i b i t H - 6 ) ( E x h i b i t H - 1 0 ) ( E x h i b i t H - 1 4 ) ( E x h i b i t H - 1 8 ) V a l u e 9 1 . 4 7 5 9 2 . 4 1 0 9 1 . 6 8 0 9 2 . 9 9 0 9 4 . 9 7 0 R e v e n u e O u t s t a ndin g Covera g e 20 2 0 2 0 2 1 $ 8 2 , 8 8 2 $ 6 4 4 , 6 7 0 $ 7 2 7 , 5 5 2 $ 7 , 5 4 4 $ 5 9 , 2 7 6 $66,820 20 2 1 20 2 2 1 , 7 1 0 , 0 6 8 3 , 7 8 7 , 5 3 8 $ 3 6 2 , 8 9 4 $ 4 8 , 8 7 7 5 , 9 0 9 , 3 7 7 1 5 5 , 6 4 6 3 4 8 , 2 5 6 $ 3 3 , 1 0 4 $ 4 , 6 1 9 5 4 1 , 6 2 4 $44,005,000 7 4 5 % 20 2 2 2 0 2 3 5 , 2 6 6 , 2 6 6 9 , 2 7 3 , 8 3 2 3 , 7 0 1 , 5 2 3 $ 8 1 , 0 5 5 4 9 8 , 5 4 1 1 8 , 8 2 1 , 2 1 7 4 7 9 , 3 2 3 8 5 2 , 7 1 0 3 3 7 , 6 5 9 $ 7 , 4 9 9 4 7 , 1 0 9 1 , 7 2 4 , 3 0 1 42,805,000 227% 20 2 3 2 0 2 4 7 , 2 3 6 , 4 2 9 9 , 9 9 5 , 2 7 4 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 2 2 , 3 5 9 , 0 6 4 6 5 8 , 6 4 2 9 1 9 , 0 4 5 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 2 , 0 4 8 , 1 7 7 42,770,000 191% 20 2 4 2 0 2 5 7 , 9 2 5 , 5 3 9 1 5 , 3 0 2 , 3 5 3 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 2 8 , 3 5 5 , 2 5 3 7 2 1 , 3 6 4 1 , 4 0 7 , 0 2 0 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 2 , 5 9 8 , 8 7 3 42,025,000 148% 20 2 5 2 0 2 6 8 , 7 8 1 , 6 7 3 1 7 , 2 8 6 , 7 5 5 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 1 , 2 9 8 , 3 3 6 7 9 9 , 2 8 7 1 , 5 8 9 , 4 8 2 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 2 , 8 6 8 , 6 6 9 41,155,000 131% 20 2 6 2 0 2 7 9 , 4 8 4 , 7 6 0 1 9 , 1 9 2 , 1 7 3 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 3 , 9 0 6 , 8 4 1 8 6 3 , 2 8 0 1 , 7 6 4 , 6 8 1 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 3 , 1 0 7 , 8 6 1 40,175,000 118% 20 2 7 2 0 2 8 1 0 , 1 1 2 , 7 4 9 2 3 , 4 6 0 , 9 0 4 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 3 8 , 9 0 8 , 1 6 0 9 2 0 , 4 3 9 2 , 1 5 7 , 1 8 2 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 3 , 5 6 7 , 1 1 8 38,270,000 98% 20 2 8 2 0 2 9 1 0 , 1 1 2 , 7 4 9 2 7 , 4 3 0 , 5 4 8 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 4 2 , 8 7 7 , 8 0 4 9 2 0 , 4 3 9 2 , 5 2 2 , 1 8 3 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 3 , 9 3 2 , 1 1 9 36,290,000 85% 20 2 9 2 0 3 0 1 0 , 3 1 5 , 0 0 4 3 1 , 6 7 5 , 7 8 0 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 4 3 1 , 9 8 1 9 3 8 , 8 4 7 2 , 9 1 2 , 5 2 3 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 5 0 , 6 5 7 34,160,000 72% 20 3 0 2 0 3 1 1 0 , 3 1 5 , 0 0 4 3 1 , 6 7 5 , 7 8 0 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 4 3 1 , 9 8 1 9 3 8 , 8 4 7 2 , 9 1 2 , 5 2 3 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 5 0 , 6 5 7 31,945,000 67% 20 3 1 2 0 3 2 1 0 , 5 2 1 , 3 0 4 3 2 , 3 0 9 , 2 9 6 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 3 8 0 , 6 2 1 9 5 7 , 6 2 4 2 , 9 7 0 , 7 7 3 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 3 7 , 6 7 0 29,570,000 61% 20 3 2 2 0 3 3 1 0 , 5 2 1 , 3 0 4 3 2 , 3 0 9 , 2 9 6 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 3 8 0 , 6 2 1 9 5 7 , 6 2 4 2 , 9 7 0 , 7 7 3 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 3 7 , 6 7 0 27,105,000 56% 20 3 3 2 0 3 4 1 0 , 7 3 1 , 7 3 0 3 2 , 9 5 5 , 4 8 2 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 3 4 8 , 2 3 4 9 7 6 , 7 7 7 3 , 0 3 0 , 1 8 9 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 5 2 6 , 4 2 5 24,270,000 49% 20 3 4 2 0 3 5 1 0 , 7 3 1 , 7 3 0 3 2 , 9 5 5 , 4 8 2 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 3 4 8 , 2 3 4 9 7 6 , 7 7 7 3 , 0 3 0 , 1 8 9 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 5 2 6 , 4 2 5 21,330,000 43% 20 3 5 2 0 3 6 1 0 , 9 4 6 , 3 6 4 3 3 , 6 1 4 , 5 9 1 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 3 3 5 , 1 9 7 9 9 6 , 3 1 2 3 , 0 9 0 , 7 9 2 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 6 1 6 , 9 5 3 18,185,000 36% 20 3 6 2 0 3 7 1 0 , 9 4 6 , 3 6 4 3 3 , 6 1 4 , 5 9 1 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 3 3 5 , 1 9 7 9 9 6 , 3 1 2 3 , 0 9 0 , 7 9 2 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 6 1 6 , 9 5 3 14,925,000 30% 20 3 7 2 0 3 8 1 1 , 1 6 5 , 2 9 2 3 4 , 2 8 6 , 8 8 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 3 4 1 , 9 0 2 1 , 0 1 6 , 2 3 8 3 , 1 5 2 , 6 0 9 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 7 0 9 , 2 9 2 11,450,000 22% 20 3 8 2 0 3 9 1 1 , 1 6 5 , 2 9 2 3 4 , 2 8 6 , 8 8 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 3 4 1 , 9 0 2 1 , 0 1 6 , 2 3 8 3 , 1 5 2 , 6 0 9 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 7 0 9 , 2 9 2 7,845,000 15% 20 3 9 2 0 4 0 1 1 , 3 8 8 , 5 9 8 3 4 , 9 7 2 , 6 2 1 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 3 6 8 , 7 4 1 1 , 0 3 6 , 5 6 3 3 , 2 1 5 , 6 6 1 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 8 0 3 , 4 7 7 - 0% 20 4 0 2 0 4 1 1 1 , 3 8 8 , 5 9 8 3 4 , 9 7 2 , 6 2 1 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 3 6 8 , 7 4 1 1 , 0 3 6 , 5 6 3 3 , 2 1 5 , 6 6 1 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 8 0 3 , 4 7 7 Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 35 EXHIBIT H-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 1 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-3) (Exhibit H-4) Value 2019 2020 2021 - $82,882 $82,882 2020 2021 2022 $204,347 1,505,721 1,710,068 2021 2022 2023 4,229,806 1,036,460 5,266,266 2022 2023 2024 6,973,051 263,378 7,236,429 2023 2024 2025 7,662,161 263,378 7,925,539 2024 2025 2026 8,518,295 263,378 8,781,673 2025 2026 2027 9,235,244 249,516 9,484,760 2026 2027 2028 10,112,749 - 10,112,749 2027 2028 2029 10,112,749 - 10,112,749 2028 2029 2030 10,315,004 - 10,315,004 2029 2030 2031 10,315,004 - 10,315,004 2030 2031 2032 10,521,304 - 10,521,304 2031 2032 2033 10,521,304 - 10,521,304 2032 2033 2034 10,731,730 - 10,731,730 2033 2034 2035 10,731,730 - 10,731,730 2034 2035 2036 10,946,364 - 10,946,364 2035 2036 2037 10,946,364 - 10,946,364 2036 2037 2038 11,165,292 - 11,165,292 2037 2038 2039 11,165,292 - 11,165,292 2038 2039 2040 11,388,598 - 11,388,598 2039 2040 2041 11,388,598 - 11,388,598 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 36 EXHIBIT H-3 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 1 Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit H-5) 2.00% New Units 29.00% Valuation (Exhibit H-5) 2.00% New Units 7.15% Valuation Valuation 2021 - - 29.00% - - - 7.15% - - 2022 - - - 29.00% - $2,858,000 - $2,858,000 7.15% $204,347 $204,347 2023 $823,556 - $823,556 29.00% $238,831 52,959,836 55,817,836 7.15% 3,990,975 4,229,806 2024 - $16,471 840,027 29.00% 243,608 37,183,896 $1,116,357 94,118,089 7.15% 6,729,443 6,973,051 2025 - 840,027 29.00% 243,608 9,637,891 103,755,980 7.15% 7,418,553 7,662,161 2026 - 16,801 856,828 29.00% 248,480 9,830,649 2,075,120 115,661,749 7.15% 8,269,815 8,518,295 2027 - 856,828 29.00% 248,480 10,027,262 125,689,011 7.15% 8,986,764 9,235,244 2028 - 17,137 873,965 29.00% 253,450 9,689,501 2,513,780 137,892,292 7.15% 9,859,299 10,112,749 2029 - 873,965 29.00% 253,450 - 137,892,292 7.15% 9,859,299 10,112,749 2030 - 17,479 891,444 29.00% 258,519 - 2,757,846 140,650,138 7.15% 10,056,485 10,315,004 2031 - 891,444 29.00% 258,519 - 140,650,138 7.15% 10,056,485 10,315,004 2032 - 17,829 909,273 29.00% 263,689 - 2,813,003 143,463,141 7.15% 10,257,615 10,521,304 2033 - 909,273 29.00% 263,689 - 143,463,141 7.15% 10,257,615 10,521,304 2034 - 18,185 927,458 29.00% 268,963 - 2,869,263 146,332,404 7.15% 10,462,767 10,731,730 2035 - 927,458 29.00% 268,963 - 146,332,404 7.15% 10,462,767 10,731,730 2036 - 18,549 946,007 29.00% 274,342 - 2,926,648 149,259,052 7.15% 10,672,022 10,946,364 2037 - 946,007 29.00% 274,342 - 149,259,052 7.15% 10,672,022 10,946,364 2038 - 18,920 964,927 29.00% 279,829 - 2,985,181 152,244,233 7.15% 10,885,463 11,165,292 2039 - 964,927 29.00% 279,829 - 152,244,233 7.15% 10,885,463 11,165,292 2040 - 19,299 984,226 29.00% 285,426 - 3,044,885 155,289,118 7.15% 11,103,172 11,388,598 2041 - 984,226 29.00% 285,426 - 155,289,118 7.15% 11,103,172 11,388,598 823,556$ 160,670$ 132,187,035$ 23,102,083$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 37 EXHIBIT H-4 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 1 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-5) Value 29.00% 2021 $285,800 $285,800 $82,882 2022 4,906,341 5,192,141 1,505,721 2023 (1,618,141) 3,574,000 1,036,460 2024 (2,665,800) 908,200 263,378 2025 - 908,200 263,378 2026 - 908,200 263,378 2027 (47,800) 860,400 249,516 2028 (860,400) - - 2029 - - - ($0) This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 38 EXHIBIT H-5 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 1 Ri d g e a t W a r d T H H a n c e S t a t i o n T H H i n k l e P l u m b i n g T o t a l s o f N e w R e s i d e n t i a l D e v e l o p m e n t A l l o c a t i o n o f N e w D e v e l o p m e n t B e t w e e n R e s i d ential and Commercial Ma r k e t M a r k e t M a r k e t Re s i d e n t i a l D e v e l o p m e n t C o m m e r c i a l D e v e l o p m e n t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l T o t al A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n U n i t s V a l u e t o F i n i s h e d 4 7 8 , 0 0 0 $ V a l u e o f U n i t s V a l u e t o F i n i s h e d 4 6 8 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 8 1 $ V a l u e o f U n i t s V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U ni t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - - - - - - - - 20 1 9 20 2 1 $ 2 3 9 , 0 0 0 - - $ 4 6 , 8 0 0 - - - - - - - $ 2 8 5 , 8 0 0 - - $285,800 - - - 20 2 0 2 0 2 2 5 2,7 2 4 , 6 0 0 ( $ 2 3 9 , 0 0 0 ) 4 7 8 , 0 0 0 $ $ 2 , 3 9 0 , 0 0 0 1 2,3 8 6 , 8 0 0 ( $ 4 6 , 8 0 0 ) 4 6 8 , 0 0 0 $ $ 4 6 8 , 0 0 0 $ 8 0 , 7 4 1 - 8 1 $ - 6 $ 2 , 8 5 8 , 0 0 0 4 , 9 0 6 , 3 4 1 6 $ 2 , 8 5 8 , 0 0 0 4 , 9 0 6 , 3 4 1 - - $80,741 20 2 1 2 0 2 3 57 3,0 5 9 , 2 0 0 ( 2 , 7 2 4 , 6 0 0 ) 4 8 7 , 5 6 0 2 7 , 7 9 0 , 9 2 0 51 51 4 , 8 0 0 ( 2 , 3 8 6 , 8 0 0 ) 4 7 7 , 3 6 0 2 4 , 3 4 5 , 3 6 0 99 6 8 - ( $ 8 0 , 7 4 1 ) 8 3 8 2 3 , 5 5 6 1 0 , 0 7 6 5 2 , 9 5 9 , 8 3 6 ( 1 , 6 1 8 , 1 4 1 ) 1 0 8 5 2 , 1 3 6 , 2 8 0 (1,618,141) 9,968 $823,556 ( 8 0 , 7 4 1 ) 20 2 2 2 0 2 4 64 90 8 , 2 0 0 ( 3 , 0 5 9 , 2 0 0 ) 4 9 7 , 3 1 1 3 1 , 8 2 7 , 9 1 7 11 - ( 5 1 4 , 8 0 0 ) 4 8 6 , 9 0 7 5 , 3 5 5 , 9 7 9 - - 8 4 - 7 5 3 7 , 1 8 3 , 8 9 6 ( 2 , 6 6 5 , 8 0 0 ) 7 5 3 7 , 1 8 3 , 8 9 6 (2,665,800) - - - 20 2 3 2 0 2 5 19 90 8 , 2 0 0 ( 9 0 8 , 2 0 0 ) 5 0 7 , 2 5 7 9 , 6 3 7 , 8 9 1 - - 4 9 6 , 6 4 5 - - - 8 6 - 1 9 9 , 6 3 7 , 8 9 1 - 1 9 9 , 6 3 7 , 8 9 1 - - - - 20 2 4 2 0 2 6 19 90 8 , 2 0 0 ( 9 0 8 , 2 0 0 ) 5 1 7 , 4 0 3 9 , 8 3 0 , 6 4 9 - - 5 0 6 , 5 7 8 - - - 8 8 - 1 9 9 , 8 3 0 , 6 4 9 - 1 9 9 , 8 3 0 , 6 4 9 - - - - 20 2 5 2 0 2 7 19 86 0 , 4 0 0 ( 9 0 8 , 2 0 0 ) 5 2 7 , 7 5 1 1 0 , 0 2 7 , 2 6 2 - - 5 1 6 , 7 1 0 - - - 8 9 - 1 9 1 0 , 0 2 7 , 2 6 2 ( 4 7 , 8 0 0 ) 1 9 1 0 , 0 2 7 , 2 6 2 (47,800) - - - 20 2 6 2 0 2 8 18 - ( 8 6 0 , 4 0 0 ) 5 3 8 , 3 0 6 9 , 6 8 9 , 5 0 1 - - 5 2 7 , 0 4 4 - - - 9 1 - 1 8 9 , 6 8 9 , 5 0 1 ( 8 6 0 , 4 0 0 ) 1 8 9 , 6 8 9 , 5 0 1 (860,400) - - - 20 1 9 , 6 0 7 , 8 0 0 $ ( 9 , 6 0 7 , 8 0 0 ) $ 1 0 1 , 1 9 4 , 1 4 0 $ 6 3 2 , 9 4 8 , 4 0 0 $ ( 2 , 9 4 8 , 4 0 0 ) $ 3 0 , 1 6 9 , 3 3 9 $ 9 9 6 8 8 0 , 7 4 1 $ ( 8 0 , 7 4 1 ) $ 8 2 3 , 5 5 6 $ 1 0 , 2 3 2 1 3 2 , 1 8 7 , 0 3 5 $ ( 0 ) $ 2 6 4 1 3 1 , 3 6 3 , 4 7 9 $ (0)$ 9,968 823,556 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u ntin g P o l i c i e s 39 EXHIBIT H-6 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 2 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-7) (Exhibit H-8) Value 2019 2020 2021 - $644,670 $644,670 2020 2021 2022 $1,589,445 2,198,093 3,787,538 2021 2022 2023 9,273,832 - 9,273,832 2022 2023 2024 9,459,309 535,965 9,995,274 2023 2024 2025 15,147,013 155,340 15,302,353 2024 2025 2026 17,131,405 155,350 17,286,755 2025 2026 2027 18,846,592 345,581 19,192,173 2026 2027 2028 23,115,323 345,581 23,460,904 2027 2028 2029 27,084,959 345,589 27,430,548 2028 2029 2030 31,675,780 - 31,675,780 2029 2030 2031 31,675,780 - 31,675,780 2030 2031 2032 32,309,296 - 32,309,296 2031 2032 2033 32,309,296 - 32,309,296 2032 2033 2034 32,955,482 - 32,955,482 2033 2034 2035 32,955,482 - 32,955,482 2034 2035 2036 33,614,591 - 33,614,591 2035 2036 2037 33,614,591 - 33,614,591 2036 2037 2038 34,286,883 - 34,286,883 2037 2038 2039 34,286,883 - 34,286,883 2038 2039 2040 34,972,621 - 34,972,621 2039 2040 2041 34,972,621 - 34,972,621 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 40 EXHIBIT H-7 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 2 Allocation to Commercial Property Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit H-9) 2.00% New Units 29.00% Valuation (Exhibit H-9) 2.00% New Units 7.15% Valuation Valuation 2021 - 29.00% - - 7.15% - - 2022 - - 29.00% - $22,230,000 - $22,230,000 7.15% $1,589,445 $1,589,445 2023 $9,869,846 $9,869,846 29.00% $2,862,255 67,442,400 89,672,400 7.15% 6,411,577 9,273,832 2024 - $197,397 10,067,243 29.00% 2,919,501 - $1,793,448 91,465,848 7.15% 6,539,808 9,459,309 2025 19,612,775 29,680,018 29.00% 8,607,205 91,465,848 7.15% 6,539,808 15,147,013 2026 5,798,108 593,600 36,071,727 29.00% 10,460,801 1,829,317 93,295,165 7.15% 6,670,604 17,131,405 2027 5,914,437 41,986,164 29.00% 12,175,988 93,295,165 7.15% 6,670,604 18,846,592 2028 13,419,999 839,723 56,245,886 29.00% 16,311,307 1,865,903 95,161,068 7.15% 6,804,016 23,115,323 2029 13,688,399 69,934,285 29.00% 20,280,943 95,161,068 7.15% 6,804,016 27,084,959 2030 13,962,489 1,398,686 85,295,460 29.00% 24,735,683 1,903,221 97,064,289 7.15% 6,940,097 31,675,780 2031 - 85,295,460 29.00% 24,735,683 97,064,289 7.15% 6,940,097 31,675,780 2032 - 1,705,909 87,001,369 29.00% 25,230,397 1,941,286 99,005,575 7.15% 7,078,899 32,309,296 2033 - 87,001,369 29.00% 25,230,397 99,005,575 7.15% 7,078,899 32,309,296 2034 - 1,740,027 88,741,396 29.00% 25,735,005 1,980,112 100,985,687 7.15% 7,220,477 32,955,482 2035 - 88,741,396 29.00% 25,735,005 100,985,687 7.15% 7,220,477 32,955,482 2036 - 1,774,828 90,516,224 29.00% 26,249,705 2,019,714 103,005,401 7.15% 7,364,886 33,614,591 2037 - 90,516,224 29.00% 26,249,705 103,005,401 7.15% 7,364,886 33,614,591 2038 - 1,810,324 92,326,548 29.00% 26,774,699 2,060,108 105,065,509 7.15% 7,512,184 34,286,883 2039 - 92,326,548 29.00% 26,774,699 105,065,509 7.15% 7,512,184 34,286,883 2040 - 1,846,531 94,173,079 29.00% 27,310,193 2,101,310 107,166,819 7.15% 7,662,428 34,972,621 2041 - 94,173,079 29.00% 27,310,193 107,166,819 7.15% 7,662,428 34,972,621 82,266,054$ 11,907,025$ 89,672,400$ 17,494,419$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 41 EXHIBIT H-8 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 2 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-9) Value 29.00% 2021 $2,223,000 $2,223,000 $644,670 2022 5,356,632 7,579,632 2,198,093 2023 (7,579,632) - - 2024 1,848,156 1,848,156 535,965 2025 (1,312,500) 535,656 155,340 2026 33 535,689 155,350 2027 655,969 1,191,658 345,581 2028 - 1,191,658 345,581 2029 28 1,191,685 345,589 2030 (1,191,685) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 42 EXHIBIT H-9 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C R e t a i l C C C F i t n e s s C C C G a s S t a t i o n Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 3 2 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 7 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 8 4 $ Value of Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s 20 1 8 20 2 0 - - 20 1 9 20 2 1 - - - - - - - - - 20 2 0 2 0 2 2 - - 3 3 2 $ - - - 7 0 $ - $ 2 7 5 , 8 8 0 - 4 8 4 $ - 20 2 1 2 0 2 3 - - 3 3 9 - - - 7 1 - 57 0 0 - ( $ 2 7 5 , 8 8 0 ) 4 9 4 $2,813,976 20 2 2 2 0 2 4 $ 2 7 6 , 6 5 6 - 3 4 5 - $ 2 5 9 , 0 0 0 - 7 3 - - - 5 0 4 - 20 2 3 2 0 2 5 83 3 3 27 6 , 6 5 6 ( $ 2 7 6 , 6 5 6 ) 3 5 2 $ 2 , 9 3 5 , 8 9 1 37 0 0 0 25 9 , 0 0 0 ( $ 2 5 9 , 0 0 0 ) 7 4 $ 2 , 7 4 8 , 5 2 9 - - 5 1 4 - 20 2 4 2 0 2 6 83 3 3 27 6 , 6 8 9 ( 2 7 6 , 6 5 6 ) 3 5 9 2 , 9 9 4 , 6 0 9 37 0 0 0 25 9 , 0 0 0 ( 2 5 9 , 0 0 0 ) 7 6 2 , 8 0 3 , 4 9 9 - - 5 2 4 - 20 2 5 2 0 2 7 83 3 4 - ( 2 7 6 , 6 8 9 ) 3 6 7 3 , 0 5 4 , 8 6 8 37 0 0 0 - ( 2 5 9 , 0 0 0 ) 7 7 2 , 8 5 9 , 5 6 9 - - 5 3 4 - 20 2 6 2 0 2 8 - - 3 7 4 - - - 7 9 - - - 5 4 5 - 20 2 7 2 0 2 9 - - 3 8 1 - - - 8 0 - - - 5 5 6 - 20 2 8 2 0 3 0 - 3 8 9 - 8 2 - 5 6 7 - 20 2 9 2 0 3 1 - 3 9 7 - 8 4 5 7 8 - 25 0 0 0 8 3 0 , 0 0 0 $ ( 8 3 0 , 0 0 0 ) $ 8 , 9 8 5 , 3 6 8 $ 1 1 1 0 0 0 7 7 7 , 0 0 0 $ ( 7 7 7 , 0 0 0 ) $ 8 , 4 1 1 , 5 9 7 $ 5 7 0 0 2 7 5 , 8 8 0 $ ( 2 7 5 , 8 8 0 ) $ 2 , 8 1 3 , 9 7 6 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 43 EXHIBIT H-9 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 20 2 8 2 0 3 0 20 2 9 2 0 3 1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C H o t e l C C C F o o t h i l l s C r e d i t U n i o n C C C S C L M e d O f f i c e Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d U n i t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Un i t s V a l u e t o F i n i s h e d 1 0 5 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 5 6 . 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 2 7 5 $ Value of Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s - - - - - - - - - - 1 0 5 , 0 0 0 $ - $ 6 9 1 , 7 5 2 - 4 5 6 $ - - 2 7 5 $ - - - 1 0 7 , 1 0 0 - 15 1 7 0 - ( $ 6 9 1 , 7 5 2 ) 4 6 5 $ 7 , 0 5 5 , 8 7 0 - - 2 8 1 - 1, 3 1 2 , 5 0 0 - 1 0 9 , 2 4 2 - - - 4 7 4 - - - 2 8 6 - 12 5 $0 ( 1 , 3 1 2 , 5 0 0 ) 1 1 1 , 4 2 7 1 3 , 9 2 8 , 3 5 5 - - 4 8 4 - - - 2 9 2 - - $ 0 1 1 3 , 6 5 5 $ 0 - - 4 9 4 - - - 2 9 8 - - - 1 1 5 , 9 2 8 - - - 5 0 3 - $ 1 , 1 9 1 , 6 5 8 - 3 0 4 - - - 1 1 8 , 2 4 7 - - - 5 1 4 - 43 3 3 3 1, 1 9 1 , 6 5 8 ( $ 1 , 1 9 1 , 6 5 8 ) 3 1 0 $13,419,999 - - 1 2 0 , 6 1 2 - - - 5 2 4 - 43 3 3 3 1, 1 9 1 , 6 8 5 ( 1 , 1 9 1 , 6 5 8 ) 3 1 6 13,688,399 - 1 2 3 , 0 2 4 - - - 5 3 4 - 43 3 3 4 - ( 1 , 1 9 1 , 6 8 5 ) 3 2 2 13,962,489 12 5 , 4 8 5 - - - 5 4 5 - - - 3 2 9 - 12 5 1 , 3 1 2 , 5 0 0 $ ( 1 , 3 1 2 , 5 0 0 ) $ 1 3 , 9 2 8 , 3 5 5 $ 1 5 1 7 0 6 9 1 , 7 5 2 $ ( 6 9 1 , 7 5 2 ) $ 7 , 0 5 5 , 8 7 0 $ 1 3 0 0 0 0 3 , 5 7 5 , 0 0 0 $ ( 3 , 5 7 5 , 0 0 0 ) $ 41,070,887 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 44 EXHIBIT H-9 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 20 2 8 2 0 3 0 20 2 9 2 0 3 1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C O u t l o o k T H A p ts T o t a l s o f N e w D e v e l o p me n t A l l o c a t i o n o f N e w D e v e l o p me n t B e t w e e n R e s i d e n t i a l a n d C o m m e r c i a l Ma r k e t Co m m e r c i a l D e v e l o p me n t Residential Develo p ment Va l u e o f V a l u e p e r T o t a l A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t U n i t s A n n u a l A n n u a l T o t a l A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Un i t s V a l u e t o F i n i s h e d 2 8 5 , 0 0 0 $ V a l u e o f o r S q . F t . V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d - - $ 0 - - - - - $2 , 2 2 3 , 0 0 0 - - - $ 2 , 2 2 3 , 0 0 0 - - - - - $2,223,000 78 6,6 1 2 , 0 0 0 ( $ 2 , 2 2 3 , 0 0 0 ) $ 2 8 5 , 0 0 0 $ 2 2 , 2 3 0 , 0 0 0 7 8 $ 2 2 , 2 3 0 , 0 0 0 5 , 3 5 6 , 6 3 2 - - 9 6 7 , 6 3 2 7 8 $ 2 2 , 2 3 0 , 0 0 0 4 , 3 8 9 , 0 0 0 23 2 - ( 6 , 6 1 2 , 0 0 0 ) 2 9 0 , 7 0 0 6 7 , 4 4 2 , 4 0 0 2 1 , 1 0 2 7 7 , 3 1 2 , 2 4 6 ( 7 , 5 7 9 , 6 3 2 ) $ 2 0 , 8 7 0 $ 9 , 8 6 9 , 8 4 6 ( 9 6 7 , 6 3 2 ) 2 3 2 6 7 , 4 4 2 , 4 0 0 (6,612,000) - - 2 9 6 , 5 1 4 - - - 1 , 8 4 8 , 1 5 6 - - 1 , 8 4 8 , 1 5 6 - - - - - 3 0 2 , 4 4 4 - 4 5 , 4 5 8 1 9 , 6 1 2 , 7 7 5 ( 1 , 3 1 2 , 5 0 0 ) 4 5 , 4 5 8 1 9 , 6 1 2 , 7 7 5 ( 1 , 3 1 2 , 5 0 0 ) - - - - - 3 0 8 , 4 9 3 - 4 5 , 3 3 3 5 , 7 9 8 , 1 0 8 3 3 4 5 , 3 3 3 5 , 7 9 8 , 1 0 8 3 3 - - - - - 3 1 4 , 6 6 3 - 4 5 , 3 3 4 5 , 9 1 4 , 4 3 7 6 5 5 , 9 6 9 4 5 , 3 3 4 5 , 9 1 4 , 4 3 7 6 5 5 , 9 6 9 - - - - - 3 2 0 , 9 5 6 - 4 3 , 3 3 3 1 3 , 4 1 9 , 9 9 9 - 4 3 , 3 3 3 1 3 , 4 1 9 , 9 9 9 - - - - - - 3 2 7 , 3 7 5 - 4 3 , 3 3 3 1 3 , 6 8 8 , 3 9 9 2 8 4 3 , 3 3 3 1 3 , 6 8 8 , 3 9 9 2 8 - - - - 3 3 3 , 9 2 3 - 4 3 , 3 3 4 1 3 , 9 6 2 , 4 8 9 ( 1 , 1 9 1 , 6 8 5 ) 4 3 , 3 3 4 1 3 , 9 6 2 , 4 8 9 ( 1 , 1 9 1 , 6 8 5 ) - - - - 3 4 0 , 6 0 1 - - - - - - - 31 0 8 , 8 3 5 , 0 0 0 $ ( 8 , 8 3 5 , 0 0 0 ) $ 8 9 , 6 7 2 , 4 0 0 $ 2 8 7 , 3 0 5 1 7 1 , 9 3 8 , 4 5 4 $ - $ 2 8 6 , 9 9 5 8 2 , 2 6 6 , 0 5 4 $ - $ 3 1 0 8 9 , 6 7 2 , 4 0 0 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 45 EXHIBIT H-10 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 3 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-11) (Exhibit H-12) Value 2019 2020 2021 - - - 2020 2021 2022 - $362,894 $362,894 2021 2022 2023 $3,701,523 - 3,701,523 2022 2023 2024 3,775,553 - 3,775,553 2023 2024 2025 3,775,553 - 3,775,553 2024 2025 2026 3,851,064 - 3,851,064 2025 2026 2027 3,851,064 - 3,851,064 2026 2027 2028 3,928,086 - 3,928,086 2027 2028 2029 3,928,086 - 3,928,086 2028 2029 2030 4,006,647 - 4,006,647 2029 2030 2031 4,006,647 - 4,006,647 2030 2031 2032 4,086,780 - 4,086,780 2031 2032 2033 4,086,780 - 4,086,780 2032 2033 2034 4,168,516 - 4,168,516 2033 2034 2035 4,168,516 - 4,168,516 2034 2035 2036 4,251,886 - 4,251,886 2035 2036 2037 4,251,886 - 4,251,886 2036 2037 2038 4,336,924 - 4,336,924 2037 2038 2039 4,336,924 - 4,336,924 2038 2039 2040 4,423,663 - 4,423,663 2039 2040 2041 4,423,663 - 4,423,663 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 46 EXHIBIT H-11 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVEOPMENT PROJECT AREA NO. 3 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit H-13) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $12,763,872 $12,763,872 29.00% $3,701,523 2024 - $255,277 13,019,149 29.00% 3,775,553 2025 - 13,019,149 29.00% 3,775,553 2026 - 260,383 13,279,532 29.00% 3,851,064 2027 - 13,279,532 29.00% 3,851,064 2028 - 265,591 13,545,123 29.00% 3,928,086 2029 - 13,545,123 29.00% 3,928,086 2030 - 270,902 13,816,025 29.00% 4,006,647 2031 - 13,816,025 29.00% 4,006,647 2032 - 276,321 14,092,346 29.00% 4,086,780 2033 - 14,092,346 29.00% 4,086,780 2034 - 281,847 14,374,193 29.00% 4,168,516 2035 - 14,374,193 29.00% 4,168,516 2036 - 287,484 14,661,677 29.00% 4,251,886 2037 - 14,661,677 29.00% 4,251,886 2038 - 293,234 14,954,911 29.00% 4,336,924 2039 - 14,954,911 29.00% 4,336,924 2040 - 299,098 15,254,009 29.00% 4,423,663 2041 - 15,254,009 29.00% 4,423,663 12,763,872$ 2,490,137$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 47 EXHIBIT H-12 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVEOPMENT PROJECT AREA NO. 3 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-13) Value 29.00% 2021 - - - 2022 $1,251,360 $1,251,360 $362,894 2023 (1,251,360) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 48 EXHIBIT H-13 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 3 Ax i s 7 0 W e s t T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 8 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 , 2 5 1 , 3 6 0 - 8 8 $ - - - $ 1 , 2 5 1 , 3 6 0 20 2 1 2 0 2 3 14 2 2 0 0 - ( $ 1 , 2 5 1 , 3 6 0 ) 9 0 $ 1 2 , 7 6 3 , 8 7 2 1 4 2 , 2 0 0 $ 1 2 , 7 6 3 , 8 7 2 ( 1 , 2 5 1 , 3 6 0 ) 20 2 2 2 0 2 4 - - 9 2 - - - - 20 2 3 2 0 2 5 - - 9 3 - - - - 20 2 4 2 0 2 6 - - 9 5 - - - - 20 2 5 2 0 2 7 - - 9 7 - - - - 20 2 6 2 0 2 8 - - 9 9 - - - - 20 2 7 2 0 2 9 - - 1 0 1 - - - - 14 2 2 0 0 1 , 2 5 1 , 3 6 0 $ ( 1 , 2 5 1 , 3 6 0 ) $ 1 2 , 7 6 3 , 8 7 2 $ 1 4 2 , 2 0 0 1 2 , 7 6 3 , 8 7 2 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 49 EXHIBIT H-14 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 4 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-15) (Exhibit H-16) Value 2019 2020 2021 - - - 2020 2021 2022 - - - 2021 2022 2023 - $81,055 $81,055 2022 2023 2024 $843,296 - 843,296 2023 2024 2025 843,296 - 843,296 2024 2025 2026 860,162 - 860,162 2025 2026 2027 860,162 - 860,162 2026 2027 2028 877,365 - 877,365 2027 2028 2029 877,365 - 877,365 2028 2029 2030 894,913 - 894,913 2029 2030 2031 894,913 - 894,913 2030 2031 2032 912,811 - 912,811 2031 2032 2033 912,811 - 912,811 2032 2033 2034 931,067 - 931,067 2033 2034 2035 931,067 - 931,067 2034 2035 2036 949,689 - 949,689 2035 2036 2037 949,689 - 949,689 2036 2037 2038 968,682 - 968,682 2037 2038 2039 968,682 - 968,682 2038 2039 2040 988,056 - 988,056 2039 2040 2041 988,056 - 988,056 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 50 EXHIBIT H-15 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 4 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit H-17) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 - - 29.00% - 2024 $2,907,918 - $2,907,918 29.00% $843,296 2025 - 2,907,918 29.00% 843,296 2026 - $58,158 2,966,076 29.00% 860,162 2027 - 2,966,076 29.00% 860,162 2028 - 59,322 3,025,398 29.00% 877,365 2029 - 3,025,398 29.00% 877,365 2030 - 60,508 3,085,906 29.00% 894,913 2031 - 3,085,906 29.00% 894,913 2032 - 61,718 3,147,624 29.00% 912,811 2033 - 3,147,624 29.00% 912,811 2034 - 62,952 3,210,576 29.00% 931,067 2035 - 3,210,576 29.00% 931,067 2036 - 64,212 3,274,788 29.00% 949,689 2037 - 3,274,788 29.00% 949,689 2038 - 65,496 3,340,284 29.00% 968,682 2039 - 3,340,284 29.00% 968,682 2040 - 66,806 3,407,090 29.00% 988,056 2041 - 3,407,090 29.00% 988,056 2,907,918$ 499,172$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 51 EXHIBIT H-16 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 4 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-17) Value 29.00% 2021 - - - 2022 - - - 2023 $279,500 $279,500 $81,055 2024 (279,500) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 52 EXHIBIT H-17 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 4 Ap p l e w o o d V i l l a g e R e t a i l T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 4 3 0 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 - - 4 3 0 $ - - - - 20 2 1 2 0 2 3 $ 2 7 9 , 5 0 0 - 4 3 9 - - - $ 2 7 9 , 5 0 0 20 2 2 2 0 2 4 65 0 0 - ( $ 2 7 9 , 5 0 0 ) 4 4 7 $ 2 , 9 0 7 , 9 1 8 6 , 5 0 0 $ 2 , 9 0 7 , 9 1 8 ( 2 7 9 , 5 0 0 ) 20 2 3 2 0 2 5 - - 4 5 6 - - - - 20 2 4 2 0 2 6 - - 4 6 5 - - - - 20 2 5 2 0 2 7 - - 4 7 5 - - - - 20 2 6 2 0 2 8 - - 4 8 4 - - - - 20 2 7 2 0 2 9 - - 4 9 4 - - - - 65 0 0 2 7 9 , 5 0 0 $ ( 2 7 9 , 5 0 0 ) $ 2 , 9 0 7 , 9 1 8 $ 6 , 5 0 0 2 , 9 0 7 , 9 1 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 53 EXHIBIT H-18 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 5 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-19) (Exhibit H-20) Value 2019 2020 2021 - - - 2020 2021 2022 - $48,877 $48,877 2021 2022 2023 $498,541 - 498,541 2022 2023 2024 508,512 - 508,512 2023 2024 2025 508,512 - 508,512 2024 2025 2026 518,682 - 518,682 2025 2026 2027 518,682 - 518,682 2026 2027 2028 529,056 - 529,056 2027 2028 2029 529,056 - 529,056 2028 2029 2030 539,637 - 539,637 2029 2030 2031 539,637 - 539,637 2030 2031 2032 550,430 - 550,430 2031 2032 2033 550,430 - 550,430 2032 2033 2034 561,439 - 561,439 2033 2034 2035 561,439 - 561,439 2034 2035 2036 572,667 - 572,667 2035 2036 2037 572,667 - 572,667 2036 2037 2038 584,121 - 584,121 2037 2038 2039 584,121 - 584,121 2038 2039 2040 595,803 - 595,803 2039 2040 2041 595,803 - 595,803 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 54 EXHIBIT H-19 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 5 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit H-21) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $1,719,108 $1,719,108 29.00% $498,541 2024 - $34,382 1,753,490 29.00% 508,512 2025 - 1,753,490 29.00% 508,512 2026 - 35,070 1,788,560 29.00% 518,682 2027 - 1,788,560 29.00% 518,682 2028 - 35,771 1,824,331 29.00% 529,056 2029 - 1,824,331 29.00% 529,056 2030 - 36,487 1,860,818 29.00% 539,637 2031 - 1,860,818 29.00% 539,637 2032 - 37,216 1,898,034 29.00% 550,430 2033 - 1,898,034 29.00% 550,430 2034 - 37,961 1,935,995 29.00% 561,439 2035 - 1,935,995 29.00% 561,439 2036 - 38,720 1,974,715 29.00% 572,667 2037 - 1,974,715 29.00% 572,667 2038 - 39,494 2,014,209 29.00% 584,121 2039 - 2,014,209 29.00% 584,121 2040 - 40,284 2,054,493 29.00% 595,803 2041 - 2,054,493 29.00% 595,803 1,719,108$ 335,385$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 55 EXHIBIT H-20 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 5 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-21) Value 29.00% 2021 - - - 2022 $168,540 $168,540 $48,877 2023 (168,540) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 56 EXHIBIT H-21 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 5 Ch r i s t i a n B r o s A u t o m o t i v e T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 1 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 6 8 , 5 4 0 - 3 1 8 $ - - - $ 1 6 8 , 5 4 0 20 2 1 2 0 2 3 53 0 0 - ( $ 1 6 8 , 5 4 0 ) 3 2 4 $ 1 , 7 1 9 , 1 0 8 5 , 3 0 0 $ 1 , 7 1 9 , 1 0 8 ( 1 6 8 , 5 4 0 ) 20 2 2 2 0 2 4 - - 3 3 1 - - - - 20 2 3 2 0 2 5 - - 3 3 7 - - - - 20 2 4 2 0 2 6 - - 3 4 4 - - - - 20 2 5 2 0 2 7 - - 3 5 1 - - - - 20 2 6 2 0 2 8 - - 3 5 8 - - - - 20 2 7 2 0 2 9 - - 3 6 5 - - - - 53 0 0 1 6 8 , 5 4 0 $ ( 1 6 8 , 5 4 0 ) $ 1 , 7 1 9 , 1 0 8 $ 5 , 3 0 0 1 , 7 1 9 , 1 0 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 57 EXHIBIT H-22 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED 2021A BONDS DEBT SERVICE REQUIREMENTS ASSUMING A SETTLEMENT OF NOVEMBER 9, 2021 Capitalized Interest Original Issue Payment Payment For and DSRF Total Debt Reoffering Premium/Total Principal Annual Date Rate Principal Interest Adjustments Payment Price (Discount) Production Outstanding Debt Service 01-Jun-22 $991,596 ($862,652) $128,944 44,180,000$ 01-Dec-22 4.000% $175,000.00 883,600 (768,700) 289,900 104.004% $7,007.00 $182,007.00 44,005,000 $418,844 01-Jun-23 880,100 (768,700) 111,400 44,005,000 01-Dec-23 4.000% 1,200,000 880,100 (768,700) 1,311,400 107.553% 90,636 1,290,636 42,805,000 1,422,800 01-Jun-24 856,100 856,100 42,805,000 01-Dec-24 4.000% 35,000 856,100 891,100 110.812% 3,784 38,784 42,770,000 1,747,200 01-Jun-25 855,400 855,400 42,770,000 01-Dec-25 4.000% 745,000 855,400 1,600,400 113.577% 101,149 846,149 42,025,000 2,455,800 01-Jun-26 840,500 840,500 42,025,000 01-Dec-26 4.000% 870,000 840,500 1,710,500 115.840% 137,808 1,007,808 41,155,000 2,551,000 01-Jun-27 823,100 823,100 41,155,000 01-Dec-27 4.000% 980,000 823,100 1,803,100 117.278% 169,324 1,149,324 40,175,000 2,626,200 01-Jun-28 803,500 803,500 40,175,000 01-Dec-28 4.000% 1,905,000 803,500 2,708,500 118.678% 355,816 2,260,816 38,270,000 3,512,000 01-Jun-29 765,400 765,400 38,270,000 01-Dec-29 4.000% 1,980,000 765,400 2,745,400 119.753% 391,109 2,371,109 36,290,000 3,510,800 01-Jun-30 725,800 725,800 36,290,000 01-Dec-30 4.000% 2,130,000 725,800 2,855,800 120.823% 443,530 2,573,530 34,160,000 3,581,600 01-Jun-31 683,200 683,200 34,160,000 01-Dec-31 4.000% 2,215,000 683,200 2,898,200 121.909% 485,284 2,700,284 31,945,000 3,581,400 01-Jun-32 638,900 638,900 31,945,000 01-Dec-32 4.000% 2,375,000 638,900 3,013,900 120.980% 498,275 2,873,275 29,570,000 3,652,800 01-Jun-33 591,400 591,400 29,570,000 01-Dec-33 4.000% 2,465,000 591,400 3,056,400 120.366% 502,022 2,967,022 27,105,000 3,647,800 01-Jun-34 542,100 542,100 27,105,000 01-Dec-34 4.000% 2,835,000 542,100 3,377,100 119.856% 562,918 3,397,918 24,270,000 3,919,200 01-Jun-35 485,400 485,400 24,270,000 01-Dec-35 4.000% 2,940,000 485,400 3,425,400 119.653% 577,798 3,517,798 21,330,000 3,910,800 01-Jun-36 426,600 426,600 21,330,000 01-Dec-36 4.000% 3,145,000 426,600 3,571,600 119.350% 608,558 3,753,558 18,185,000 3,998,200 01-Jun-37 363,700 363,700 18,185,000 01-Dec-37 4.000% 3,260,000 363,700 3,623,700 119.047% 620,932 3,880,932 14,925,000 3,987,400 01-Jun-38 298,500 298,500 14,925,000 01-Dec-38 4.000% 3,475,000 298,500 3,773,500 119.755% 686,486 4,161,486 11,450,000 4,072,000 01-Jun-39 229,000 229,000 11,450,000 01-Dec-39 4.000% 3,605,000 229,000 3,834,000 118.444% 664,906 4,269,906 7,845,000 4,063,000 01-Jun-40 156,900 156,900 7,845,000 01-Dec-40 4.000% 7,845,000 156,900 (4,007,148) 3,994,752 118.144% 1,423,397 9,268,397 0 4,151,652 44,180,000$ 23,806,396$ (7,175,900)$ $60,810,496 8,330,739$ 52,510,739$ 60,810,496$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 58 1 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS), SERIES 2021 SALE CERTIFICATE The undersigned is the duly appointed Executive Director of Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Authority”) and hereby certifies the following: 1. On June 15, 2021, the Board of Commissioners of the Authority adopted a resolution (the “Bond Resolution”) authorizing the issuance of the Authority’s Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”). The Bond Resolution delegated to the undersigned the authority to make certain determinations with respect to the Series 2021 Bonds, subject to the limitations contained therein. Capitalized terms used in this Sale Certificate and not otherwise defined herein shall have the same meanings given to such terms in the Bond Resolution and in the Indenture of Trust between the Authority and BOKF, N.A., as trustee. 2. On October 27, 2021, Piper Sandler & Co. (the “Underwriter”) submitted a written offer (the “Proposal”) to purchase the Series 2021 Bonds for a price of $49,777,054.60 (which is equal to the par amount of the Series 2021 Bonds of $42,105,000, plus original issue premium of $8,198,367.10 less underwriter’s discount of $526,312.50). 3. On the date hereof, I accepted the Proposal of the Underwriter on behalf of the Authority pursuant to the authority conferred on me by the Bond Resolution. 4. The aggregate principal amount of the Series 2021 Bonds shall be $42,105,000. The Series 2021 Bonds shall be dated as of their date of delivery to the Underwriter for value. The Series 2021 Bonds shall mature on December 1 in each of the years and in the principal amounts, and shall bear interest at the interest rates per annum, set forth below (payable semi-annually on June 1 and December 1 of each year, commencing June 1, 2022. Years (December 1) 2022 Principal Amounts $160,000 Interest Rates 4.000% 2023 1,185,000 4.000 2025 740,000 4.000 2026 865,000 4.000 2027 975,000 4.000 2028 1,900,000 5.000 2029 1,995,000 5.000 2030 2,165,000 5.000 2031 2,270,000 5.000 2 2032 2,455,000 4.000 2033 2,550,000 4.000 2034 2,925,000 4.000 2035 3,030,000 4.000 2036 3,240,000 4.000 2037 3,360,000 4.000 2038 3,580,000 4.000 2039 3,710,000 4.000 2040 5,000,000 4.000 5. The Series 2021 Bonds maturing on and prior to December 1, 2031 shall not be subject to optional redemption prior to their respective maturity dates. The Series 2021 Bonds maturing on and after December 1, 2032 shall be subject to redemption prior to their respective maturity dates at the option of the Authority, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Authority shall determine and by lot within a maturity, on December 1, 2031, and on any date thereafter, at a redemption price equal to the principal amount of the Series 2021 Bonds so redeemed plus accrued interest to the redemption date without a premium. 6. A portion of the proceeds of the Series 2021 Bonds, together with other available funds, will be used to refund and prepay in whole all of the outstanding 2018 Loan on the date of issuance of the Series 2021 Bonds. 7. The net proceeds of the Series 2021 Bonds received by the Authority in the amount of $49,777,054.60, together with other available funds in the amount of $626,039.85 (in the total amount of $50,403,094.45) shall be applied as follows: (a) $5,804,953.90 of proceeds, together with other available money in the amount of $626,039.85 (in the total amount of $6,430,993.75), shall be applied to the refunding and prepayment in whole of the outstanding 2018 Loan on the date of issuance of the Series 2021 Bonds; (b) $36,310,977.88 of proceeds shall be remitted to the Authority and applied to the 2021 Improvement Project; (c) $3,148,862.50 of proceeds shall be deposited in the Bond Fund, as capitalized interest; (d) $4,210,500 of proceeds shall be deposited into the Reserve Fund securing the Series 2021 Bonds; and (e) $301,760.32 of proceeds shall be deposited into the 2021 Costs of Issuance Fund. 3 8. The terms of the Series 2021 Bonds are in conformity with the limitations contained in the Bond Resolution, as follows: (a) The aggregate principal amount of the Series 2021 Bonds does not exceed $65,000,000, as authorized by the Bond Resolution. (b) The Series 2021 Bonds mature no later than December 31, 2040, as authorized by the Bond Resolution. (c) The true interest cost on the Series 2021 Bonds is 2.476%, which does not exceed 5.00%, as authorized by the Bond Resolution. (d) The purchase price of the Series 2021 Bonds is 118.221% which is not less than 98% of the original principal amount of the Series 2021 Bonds, as authorized by the Bond Resolution. 9. The Series 2021 Bonds shall not be secured by a municipal bond insurance policy and the Reserve Fund for the Series 2021 Bonds shall not initially be funded with a reserve fund insurance policy. BOND PURCHASE AGREEMENT Dated October 27, 2021 By and Between WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE AND PIPER SANDLER & CO., as Underwriter relating to $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 1 BOND PURCHASE AGREEMENT $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 October 27, 2021 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Wheat Ridge, Colorado Ladies and Gentlemen: The undersigned, Piper Sandler & Co. (the “Underwriter” or “Piper”), and its successors and assigns, offers to enter into the following Bond Purchase Agreement (this “Agreement”) with Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge, its successors and assigns (the “Authority”), which, upon the Authority’s written acceptance of this offer, will be binding upon the Authority and upon the Underwriter. This offer is made subject to the Authority’s written acceptance hereof on or before 5:00 p.m., Mountain Time, on October 27, 2021, and, if not so accepted, will be subject to withdrawal by the Underwriter upon notice delivered to the Authority at any time prior to the acceptance hereof by the Authority. Terms not otherwise defined in this Agreement shall have the same meanings set forth in the Indenture (as defined herein) or in the Official Statement (as defined herein). 1. Purchase and Sale of the Bonds. Subject to the terms and conditions and in reliance upon the representations, warranties and agreements set forth herein, the Underwriter hereby agrees to purchase from the Authority, and the Authority hereby agrees to sell and deliver to the Underwriter, all, but not less than all, of the Authority’s Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Bonds”), in the original aggregate principal amount of $42,105,000. The Bonds are being issued by the Authority to provide funds: (a) to refinance an outstanding bank loan in the outstanding principal amount of $6,375,000 (the “2018 Loan”) made to the Authority by BOKF, N.A. d/b/a Colorado State Bank & Trust (the “2018 Lender”) to finance certain urban renewal projects in the Plan Area (the “Refunding Project”), (b) to finance or reimburse the costs of certain urban renewal projects in the Plan Area (the “New Money Project”), and pay costs of issuance of the Bonds (the Refunding Project, the New Money Project and such costs of issuance are collectively referred to as the “Project”). The Bonds will be issued pursuant to the terms and provisions of the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes, as from time to time amended and supplemented (the “Urban Renewal Authority Law”), and Title 11, Article 57, Part 2, Colorado Revised Statutes (the “Supplemental Public Securities Act”). Inasmuch as this purchase and sale of the Bonds represents a negotiated transaction, the Authority acknowledges and agrees that: (I) the transaction contemplated by this Agreement is an arm’s length, commercial transaction between the Authority and the Underwriter in which the Underwriter is acting solely as a principal and is not acting as a municipal advisor, financial advisor 2 or fiduciary to the Authority; (ii) the Underwriter has not assumed any advisory or fiduciary responsibility to the Authority with respect to the transaction contemplated hereby and the discussions, undertakings and procedures leading thereto (irrespective of whether the Underwriter has provided other services or is currently providing other services to the Authority on other matters); (iii) the Underwriter is acting solely in its capacity as underwriter for its own accounts, (iv) the only obligations the Underwriter has to the Authority with respect to the transaction contemplated hereby expressly are set forth in this Agreement; and (v) the Authority has consulted its own legal, accounting, tax, financial and other advisors, as applicable, to the extent it has deemed appropriate. The Underwriter has been duly authorized to execute this Agreement and to act hereunder. The principal amount of the Bonds to be issued, the dated date therefor, the maturities, sinking fund and optional redemption provisions and interest rates per annum are set forth in Schedule I hereto. The Bonds are authorized pursuant to a resolution of the Authority adopted on June 15, 2021 (the “Bond Resolution”). The Bonds shall be as described in, and shall be issued and secured under and pursuant to the provisions of an Indenture of Trust between the Authority and BOKF, N.A., as trustee, dated as of the date of delivery of the Bonds (the “Indenture”). The purchase price for the Bonds shall be $49,777,054.60 (comprised of the par amount of the Bonds, plus a reoffering premium of $8,198,367.10, less Underwriter’s discount of $526,312.50). 2. Public Offering. The Underwriter agrees to make a bona fide public offering of all of the Bonds at a price not to exceed the public offering price set forth on the cover of the Official Statement (as defined below) and may subsequently change such offering price without any requirement of prior notice. The Underwriter may offer and sell Bonds to certain dealers (including dealers depositing Bonds into investment trusts) and others at prices lower than the public offering price stated on the cover page of the Official Statement. 3. Establishment of Issue Price (a) The Underwriter agrees to assist the Authority in establishing the issue price of the Bonds and shall execute and deliver to the Authority at Closing an “issue price” certificate in substantially the form attached hereto as Exhibit A, together with the supporting pricing wires or equivalent communications, with such modifications as may be appropriate or necessary, in the reasonable judgment of the Underwriter, the Authority and Bond Counsel, to accurately reflect the sales price or prices or the initial offering price or prices of the Bonds to the Public. (b) The Underwriter confirms that the Bonds have been offered to the Public on the Sale Date at the specified offering price (the “initial offering price”) for each Maturity, or at the corresponding yield or yields, set forth in Schedule I. Schedule I also sets forth, as of the Sale Date, (i) any Maturity at least 10% of which has been sold to the Public at a single price and the first price at which at least 10% of each such Maturity was sold to the Public, and (ii) any Maturity less than 10% of which has been sold to the Public at a single price (a “Hold-the-Offering-Price Maturity”), if any. (c) If there is a Hold-the-Offering-Price Maturity, then the Underwriter will neither offer nor sell Bonds of a Hold-the-Offering-Price Maturity to any person at a price that is higher than the respective initial offering price to the Public during the period (the “Holding Period”) starting on the Sale Date and ending on the earlier of the following: (1) the close of the fifth (5th) business day after the Sale Date; or 3 (2) the date on which the Underwriter has sold at least 10% of that Maturity to the Public at one or more prices that are no higher than the initial offering price to the Public. The Underwriter shall, if requested in writing by the Authority, promptly advise the Authority when the Holding Period for each Maturity has concluded and, if requested in writing by the Authority, shall confirm at that time that during the Holding Period the Underwriter did not offer or sell any Bonds of that Maturity at a price higher than the initial offering price. (d) The Underwriter confirms that it has not agreed and will not agree pursuant to a written contract directly or indirectly with any person other than the Authority to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). (e) The Underwriter acknowledges that sales of any Bonds to any person that is a related party to the Underwriter shall not constitute sales to the Public for purposes of this Section. Further, for purposes of this Section: (i) “Public” means any person other than a Member of the Distribution Group or a related party to a Member of the Distribution Group; (ii) “Maturity” means Bonds with the same credit and payment terms; Any Bonds with different maturity dates, or with the same maturity date but different stated interest rates, are treated as separate Maturities; (iii) “Member of the Distribution Group” means (A) any person that agrees pursuant to a written contract with the Authority (or with the Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public and (B) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (A) to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public); (iv) A person is a “related party” to a Member of the Distribution Group if the Member of the Distribution Group and that person are subject, directly or indirectly, to (A) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (B) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership of another), or (C) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other); and (v) “Sale Date” means the date of execution of this Agreement by all parties. 4 4. The Official Statement. (a) The Preliminary Official Statement, dated October 20, 2021 (the “Preliminary Official Statement”), including the cover page and Appendices thereto, of the Authority relating to the Bonds has been prepared by the Authority for use by the Underwriter in connection with the public offering, sale and distribution of the Bonds. The Authority hereby consents to and ratifies the use and distribution by the Underwriter of the Preliminary Official Statement in connection with the public offering of the Bonds by the Underwriter, and further confirms the authority of the Underwriter to use, and consents to the use of, the final Official Statement with respect to the Bonds in connection with the public offering and sale of the Bonds. The Authority hereby represents and warrants that the Preliminary Official Statement previously furnished to the Underwriter was (and hereby is) “deemed final” by the Authority as of its date for purposes of Rule 15c2-12, except for permitted omissions. (b) The Authority hereby authorizes the final Official Statement, to be dated as of the date hereof, relating to the Bonds (the “Official Statement”), to be used by the Underwriter in connection with the public offering and the sale of the Bonds. The Authority shall provide, or cause to be provided, to the Underwriter as soon as practicable after the date of the Authority’s acceptance of this Agreement (but, in any event, not later than within seven business days after the Authority’s acceptance of this Agreement and in sufficient time to accompany any confirmation that requests payment from any customer) copies of the Official Statement which is complete as of its dated date and as of the date of its delivery to the Underwriter in such quantity as the Underwriter shall request in order for the Underwriter to comply with the rules of the Municipal Securities Rulemaking Board (the “MSRB”). The Authority hereby confirms that it does not object to the distribution of the Official Statement in electronic form and approves the prior distribution of the Preliminary Official Statement in electronic form. The Authority will execute the Official Statement by an authorized officer of the Authority either manually or by electronic signature. The Official Statement shall be in substantially the same form as the Preliminary Official Statement, except as to revisions permitted by Rule 15c2-12. The Authority covenants that, prior to delivery of the Official Statement to the Underwriter, appropriate Authority officials will review and approve the information in the Official Statement. (c) If, within 90 days after the date of this Agreement, the Authority becomes aware of any fact or event which might or would cause the Official Statement, whether or not previously supplemented or amended, to contain any untrue statement of a material fact or to omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading, or if it is necessary to amend or supplement the Official Statement to comply with law, the Authority will notify the Underwriter (and for the purposes of this clause provide the Underwriter with such information as it may from time to time request), and if, in the opinion of the Underwriter, such fact or event requires preparation and publication of a supplement or amendment to the Official Statement, the Authority will forthwith prepare and furnish, at the Authority’s own expense (in a form and manner approved by the Underwriter), a reasonable number of copies of either amendments or supplements to the Official Statement so that the statements in the Official Statement as so amended and supplemented will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which such statements were made, not misleading or so that the Official Statement will comply with law. If such notification shall be subsequent 5 to the Closing, the Authority shall furnish such legal opinions, certificates, instruments and other documents as the Underwriter may deem necessary to evidence the truth and accuracy of such supplement or amendment to the Official Statement. (d) The Underwriter hereby agrees to file an electronic copy of the Official Statement with the MSRB. Unless otherwise notified in writing by the Underwriter, the Authority can assume that the “end of the underwriting period” is the date of the Closing. 5. Representations, Warranties, and Covenants of the Authority. The Authority hereby represents and warrants to and covenants with the Underwriter that: (a) The Authority is duly created, organized and existing under the laws of the State. Under the provisions of the Urban Renewal Authority Law and the Supplemental Public Securities Act, the Authority has full legal right, power and authority and at the date of the Closing will have full legal right, power and authority under the Urban Renewal Authority Law and the Supplemental Public Securities Act, and the Indenture: (i) to enter into, execute and deliver this Agreement, the Bond Resolution, the Sale Certificate authorized in the Bond Resolution (the “Sale Certificate”)the Indenture, the Cooperation Agreement, the Continuing Disclosure Certificate, dated the Closing Date (the “Continuing Disclosure Certificate”) and all documents required hereunder and thereunder to be executed and delivered by the Authority (this Agreement, the Bond Resolution, the Sale Certificate, the Indenture, the Cooperation Agreement, the Continuing Disclosure Certificate and such other documents are hereinafter collectively referred to as the “Authority Documents”), (ii) to sell, issue and deliver the Bonds to the Underwriter as provided herein, and (iii) to carry out and consummate the transactions contemplated by the Authority Documents and the Official Statement, and the Authority has complied, and will at the Closing be in compliance in all respects, with the terms of the Urban Renewal Authority Law, the Supplemental Public Securities Act, and the Authority Documents as they pertain to such transactions; (b) By all necessary official action of the Authority on or prior to the date hereof, the Authority has duly authorized all necessary action to be taken by it for (i) the adoption of the Bond Resolution and the issuance and sale of the Bonds, (ii) the approval, execution and delivery of, and the performance by the Authority of the obligations on its part, contained in the Bonds and the Authority Documents and (iii) the consummation by it of all other transactions contemplated by the Official Statement, and the Authority Documents and any and all such other agreements and documents as may be required to be executed, delivered and/or received by the Authority in order to carry out, give effect to, and consummate the transactions contemplated herein and in the Official Statement; (c) Assuming due authorization, execution and delivery by the other parties thereto, the Authority Documents, to the Authority’s knowledge, will constitute legal, valid and binding obligations of the Authority, enforceable in accordance with their respective terms, subject to bankruptcy, insolvency, reorganization, moratorium and other similar laws and principles of equity relating to or affecting the enforcement of creditors’ rights; (d) The Authority is not in material breach of or default under any applicable constitutional provision, law or administrative regulation of the State or the United States or any applicable judgment or decree or any loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority is or any of its property or assets are otherwise subject, and no event has occurred and is continuing which constitutes or with the passage of time or the giving of notice, or both, 6 would constitute a default or event of default by the Authority under any of the foregoing; and the execution and delivery of the Bonds, the Authority Documents and the adoption of the Bond Resolution and compliance with the provisions on the Authority’s part contained therein, will not conflict with or constitute a breach of or default under any constitutional provision, administrative regulation, judgment, decree, loan agreement, indenture, bond, note, resolution, agreement or other instrument to which the Authority is a party or to which the Authority is or to which any of its property or assets are otherwise subject nor will any such execution, delivery, adoption or compliance result in the creation or imposition of any lien, charge or other security interest or encumbrance of any nature whatsoever upon any of the property or assets of the Authority to be pledged to secure the Bonds or under the terms of any such law, regulation or instrument, except as provided by the Bonds, the Bond Resolution and the Indenture. (e) All authorizations, approvals, licenses, permits, consents and orders of any governmental authority, legislative body, board, agency or commission having jurisdiction of the matter which are required for the due authorization of, which would constitute a condition precedent to, or the absence of which would materially adversely affect the due performance by the Authority of its obligations under the Authority Documents, and the Bonds have been duly obtained or will be duly obtained on or before the Closing Date, except for such approvals, consents and orders as may be required under the Blue Sky or securities laws of any jurisdiction in connection with the offering and sale of the Bonds; (f) There is no litigation, action, suit, proceeding, inquiry or investigation, at law or in equity, before or by any court, government agency, public board or body, pending or, to the best knowledge of the Authority, threatened against the Authority, affecting the existence of the Authority or the titles of its officers to their respective offices, or affecting or seeking to prohibit, restrain or enjoin the sale, issuance or delivery of the Bonds or the pledge of the Pledged Revenues to the repayment of the Bonds pursuant to the Indenture or in any way contesting or affecting the validity or enforceability of the Bonds, the Authority Documents, or contesting the exclusion from gross income of interest on the Bonds for federal income tax purposes or State income tax purposes, or contesting in any way the completeness or accuracy of the Preliminary Official Statement or the Official Statement or any supplement or amendment thereto, or contesting the powers of the Authority, or any authority for the issuance of the Bonds, the adoption of the Bond Resolution or the execution and delivery of the Authority Documents, nor, to the best knowledge of the Authority, is there any basis therefor, wherein an unfavorable decision, ruling or finding would materially adversely affect the validity or enforceability of the Bonds or the Authority Documents; (g) As of the date thereof, the Preliminary Official Statement did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, except that the Authority makes no comments with regard to certain information in the Official Statement, such as information (i) provided by the Underwriter for inclusion in the Official Statement relating to the Underwriter and the reoffering prices or yields of the Bonds, and (ii) describing DTC and its book-entry-only registration system (the information described in (i) and (ii) of this subparagraph, the “Excluded Information”) and, subject to the condition that while information in the Preliminary Official Statement obtained from sources other than the Authority is not guaranteed as to accuracy, completeness, or fairness, such information has been obtained 7 from sources the Authority believes to be reliable, and the Authority has no reason to believe that such statements and data are untrue in any material respect; (h) Unless the Official Statement is amended or supplemented pursuant to paragraph (c) of Section 4 of this Agreement), the Official Statement, as of the date hereof (its dated date) and at all times subsequent thereto during the period up to and including the date of Closing, will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, except that the Authority makes no representation about the Excluded Information and subject to the condition that while information in the Official Statement obtained from sources other than the Authority is not guaranteed as to accuracy, completeness, or fairness, such information has been obtained from sources the Authority believes to be reliable, and the Authority has no reason to believe that such statements and data are untrue in any material respect; (i) If the Official Statement is supplemented or amended pursuant to paragraph (c) of Section 4 of this Agreement, at the time of each supplement or amendment thereto and (unless subsequently again supplemented or amended pursuant to such paragraph) at all times subsequent thereto during the period up to and including the date of Closing the Official Statement as so supplemented or amended will not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which made, not misleading, except that the Authority makes no representation about the Excluded Information and subject to the condition that while information in such supplemented or amended Official Statement obtained from sources other than the Authority is not guaranteed as to accuracy, completeness, or fairness, such information has been obtained from sources the Authority believes to be reliable, and the Authority has no reason to believe that such statements and data are untrue in any material respect; (j) The Authority will apply, or cause to be applied, the proceeds from the sale of the Bonds as provided in and subject to all of the terms and provisions of the Indenture, and not to take or omit to take any action which action or omission will adversely affect the exclusion from gross income for federal income tax purposes or State income tax purposes of the interest on the Bonds; (k) The Authority will furnish such information and execute such instruments and take such action in cooperation with the Underwriter as the Underwriter may reasonably request (A) to (y) qualify the Bonds for offer and sale under the Blue Sky or other securities laws and regulations of such states and other jurisdictions in the United States as the Underwriter may designate and (z) determine the eligibility of the Bonds for investment under the laws of such states and other jurisdictions and (B) to continue such qualifications in effect so long as required for the distribution of the Bonds (provided, however, that the Authority will not be required to qualify as a foreign corporation or to file any general or special consents to service of process under the laws of any jurisdiction) and will advise the Underwriter immediately of receipt by the Authority of any notification with respect to the suspension of the qualification of the Bonds for sale in any jurisdiction or the initiation or threat of any proceeding for that purpose; (l) The financial statements of, and other financial information regarding, the Authority to be included in the Official Statement will fairly present the financial position and results of the Authority as of the dates and for the periods therein set forth. Prior to the Closing, there 8 will be no adverse change of a material nature in such financial position, results of operations or condition, financial or otherwise, of the Authority that was not disclosed in the Preliminary Official Statement and the Official Statement. The Authority is not a party to any litigation or other proceeding pending or, to its knowledge, threatened which, if decided adversely to the Authority, would have a materially adverse effect on the financial condition of the Authority; (m) Other than as disclosed in the Preliminary Official Statement and the Official Statement, the Authority has not within the last five (5) years failed to comply in any material respect with any undertaking to provide continuing disclosure under Rule 15c2-12. (n) Prior to the Closing, the Authority will not offer or issue in any material amount any bonds, notes or other obligations for borrowed money or incur any material liabilities, direct or contingent, payable from or secured by the Pledged Revenues without the prior approval of the Underwriter; (o) Any certificate, signed by any official of the Authority authorized to do so in connection with the transactions contemplated by this Agreement, shall be deemed a representation and warranty by the Authority to the Underwriter as to the statements made therein. 6. Closing. (a) At or before 11:00 a.m., Mountain Time, on November 9, 2021, or at such other time and date as shall have been mutually agreed upon by the Authority and the Underwriter (the “Closing” or the “Closing Date”), the Authority will, subject to the terms and conditions hereof, deliver the Bonds to DTC (as defined below) on behalf of the Underwriter as described in Section 6(b) hereof, will deliver the other documents hereinafter mentioned in Section 7(h) to the Underwriter, and the Underwriter will, subject to the terms and conditions hereof, accept such delivery and pay the purchase price of the Bonds as set forth in Section 1 of this Agreement by wire transfer payable in immediately available funds to the Trustee or as otherwise directed by the Authority. (b) Delivery of the Bonds shall be made to The Depository Trust Company, New York, New York (“DTC”). The Bonds shall be delivered, duly executed and authenticated, in definitive fully registered form, bearing CUSIP numbers without coupons, with one Bond for each maturity of the Bonds bearing interest at the same interest rate, registered in the name of Cede & Co., all as provided in the Sale Certificate and the Indenture, and shall be made available to the Underwriter at least one business day before the Closing for purposes of inspection. 7. Closing Conditions. The Underwriter has entered into this Agreement in reliance upon the representations, warranties and agreements of the Authority contained herein, and in reliance upon the representations, warranties and agreements to be contained in the documents and instruments to be delivered at the Closing and upon the performance by the Authority of its obligations hereunder, both as of the date hereof and as of the date of the Closing. Accordingly, the Underwriter’s obligations under this Agreement to purchase, to accept delivery of and to pay for the Bonds shall be conditioned upon the performance by the Authority of its obligations to be performed hereunder and under such documents and instruments at or prior to the Closing, and shall also be subject to the following additional conditions, including the delivery by the Authority of such documents as are enumerated herein, in form and substance reasonably satisfactory to the Underwriter: 9 (a) The representations and warranties of the Authority contained herein and in the Authority Documents shall be true, complete and correct on the date hereof and on and as of the date of the Closing, as if made on the date of the Closing; (b) The Authority shall have performed and complied with all agreements and conditions required by this Agreement and the Authority Documents to be performed or complied with by it prior to or at the Closing; (c) At the time of the Closing, (i) the Authority Documents and the Bonds shall have been duly executed and delivered and shall be in full force and effect in the forms heretofore approved by the Underwriter and shall not have been amended, modified or supplemented, and the Official Statement shall not have been supplemented or amended, except in any such case as may have been agreed to by the Underwriter; and (ii) all actions of the Authority required to be taken by the Authority shall be performed in order for Bond Counsel and other counsel to deliver their respective opinions referred to hereafter; (d) At or prior to the Closing, the Bond Resolution, the Sale Certificate and the Indenture shall have been duly executed and delivered by the Authority and the Authority shall have duly executed and delivered and the Trustee shall have duly authenticated the Bonds; (e) At or prior to the Closing, the City of Wheat Ridge, Colorado (the “City”) shall have duly approved its resolution indicating its present non-binding intent to replenish the Reserve Fund securing the Bonds, and authorizing the Cooperation Agreement (the “Replenishment Resolution”) and the Cooperation Agreement shall have been duly executed and delivered by the City; (f) The Authority shall not have failed to pay principal or interest when due on any of its outstanding obligations for borrowed money; (g) All steps to be taken and all instruments and other documents to be executed, and all other legal matters in connection with the transactions contemplated by this Agreement shall be reasonably satisfactory in legal form and effect to the Underwriter; (h) At or prior to the Closing, the Underwriter shall have received copies of each of the following documents: (1) The Official Statement, and each supplement or amendment thereto, if any, executed by the Authority, and the reports and audits referred to or appearing in the Official Statement; (2) The Bond Resolution with such supplements or amendments as may have been agreed to by the Underwriter, together with the executed Sale Certificate; (3) The Indenture with such supplements or amendments as may have been agreed to by the Underwriter; (4) The Continuing Disclosure Certificate; (5) The Cooperation Agreement; (6) A certified copy of the Replenishment Resolution, duly adopted, approved and executed by the City; 10 (7) All notices and other matters incident to the refinancing of the 2018 Loan as necessary to carry out the Refunding Project; (8) The approving opinion of Butler Snow LLP (“Bond Counsel”), addressed to the Authority, with respect to the Bonds, in substantially the form attached as Appendix E to the Preliminary Official Statement and the Official Statement, with a reliance letter to the Underwriter; (9) A supplemental opinion of Bond Counsel addressed to the Underwriter, substantially to the effect that: (a) the Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended (the “1933 Act”) and it is not necessary, in connection with the offering and sale of the Bonds to the public, to register the Bonds under the 1933 Act and the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended; and (b) the description of the Bonds, the Bond Resolution and the Indenture contained in the Official Statement under the captions “THE BONDS”, “SECURITY FOR THE BONDS”, but excluding any Excluded Information and any information referenced but not set forth under those captions, insofar as such statements purport to summarize certain provisions of the Bonds and the Indenture, present accurate summaries of such provisions, and the information contained in the italicized first paragraph on the cover page of the Official Statement and under the caption therein entitled “TAX MATTERS” present accurate summaries of the matters discussed therein; (10) An opinion of the City Attorney reflecting the matters set forth in the Preliminary Official Statement under the second paragraph under the heading “LEGAL MATTERS – Litigation”. (11) Letters from Sherman & Howard, L.L.C., as counsel to the Underwriter, and Butler Snow LLP, as disclosure counsel, substantially to the effect that based on the examinations which they have made and their participation at conferences at which the Official Statement was discussed, but without having undertaken any independent investigation of the organization, business or affairs of the Authority or of any other matters, nothing has come to the attention of the attorneys in such firm rendering legal services in connection with the assistance by such counsel leading it to believe that the Official Statement (except with respect to financial statements and other financial and statistical data included therein, information provided by the Underwriter for inclusion in the Official Statement relating to the Underwriter and the reoffering prices or yields of the Bonds, information relating to DTC and its book-entry-only registration system included therein, and other customary exclusions, as to all of which no comment is made) as of its date and as of the date hereof contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; (12) An opinion of the Authority’s general counsel, dated as of the day of Closing, and addressed to the Authority, Bond Counsel and the Underwriter in a form satisfactory to the Underwriter, stating in substance: (A) the Authority is duly organized and existing as an urban renewal authority under Colorado law; (B) the Authority is not required by law to further amend its governing documents, including without limitation its urban renewal plan (collectively, the “Plan 11 Documents”) to effectuate the issuance of the Bonds or the execution and performance of its obligations pursuant to the Authority Documents; (C) the Authority Documents have been duly adopted, approved, executed, and delivered by the Authority, and are valid and binding agreements, enforceable against the Authority in accordance with their respective terms; (D) the Urban Renewal Plan, as amended, has been validly approved by the City; (E) the absence of litigation involving the Authority except as disclosed in the Official Statement reflecting the statements in the first paragraph under the heading “LEGAL MATTERS – Litigation” in the Preliminary Official Statement; (F) the issuance of the Bonds, the authorization, execution and delivery of the Authority Documents will not violate any applicable judgment, order, or decree of any authority of the State, or breach any agreement or instrument to which the Authority is a party; (G) no additional or further approval, consent, or authorization of any governmental, public agency, or authority not already obtained is required by the Authority to perform its obligations under the Authority Documents; and (H) a statement to the effect that the sections of the Official Statement entitled “INTRODUCTION – The Authority and the Project Area;” “THE AUTHORITY;” and “LEGAL MATTERS – Litigation” but excluding financial information, statistical data, projections, monetary data and forecasts and other financial information contained therein, do not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading; and such other matters as may be reasonably requested by the Underwriter. (13) A certificate, dated the date of Closing, of one or more authorized officer(s) of the Authority to the effect that (i) the representations and warranties of the Authority contained in the Indenture and the other Authority Documents are true and correct in all material respects on and as of the date of Closing as if made on the date of Closing; (ii) to the knowledge of the signing officer, there is no pending or threatened litigation or challenge in any court or proceeding that (a) seeks to restrain or enjoin the issuance, sale or delivery of the Bonds; (b) in any way questions, contests or affects the authority of the Authority to issue the Bonds or the issuance, validity or enforceability of the Bonds or the Authority Documents, or the provisions securing and providing for the payment of the Bonds made in the Bond Resolution, the Indenture, or the pledge of the Pledged Revenues to the repayment of the Bonds; (c) in any way contests the completeness, accuracy or fairness of the Official Statement; (d) contests or affects the title of the officers of the Board to their respective offices; or (e) contests the power or authority of the Board to execute and deliver and perform its obligations under the Bonds or the Authority Documents or the validity of any proceedings authorizing or relating thereto; (iii) the Authority Documents are in full force and effect and have not been modified, amended or repealed, and (iv) to the best of his knowledge, no event affecting the Authority has occurred since the date of the Official Statement which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein, in light of the circumstances under which made, not misleading in any respect as of the time of Closing, and the information contained in the Official Statement is correct in all material respects and, as of the date of the Official Statement did not, and as of the date of the Closing does not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in the light of the 12 circumstances under which they were made, not misleading, except that no representation is made with respect to the Excluded Information and subject to the condition that while information in the Official Statement obtained from sources other than the Authority is not guaranteed as to accuracy, completeness, or fairness, such information has been obtained from sources the Authority believes to be reliable, and the Authority has no reason to believe that such statements and data are untrue in any material respect; (14) A certificate dated the day of Closing, of the City, in a form satisfactory to the Underwriter, signed by the appropriate officials of the City, which is expected to state in substance, among other things, that (A) there is no litigation pending or threatened relating to the Replenishment Resolution or the Cooperation Agreement (the “City Documents”), or seeking to restrain or to enjoin the City Documents, or in any manner questioning the authority and proceedings therefor; (B) so far as is known to the signatories, nothing exists to hinder or prevent the City from executing and delivering the City Documents; (C) the City has complied with all agreements and covenants and satisfied all conditions contemplated by the City Documents; (D) the Replenishment Resolution has been duly approved by the City; and (E) such other representations as the Underwriter or Bond Counsel may reasonably request. (15) A certificate of the Authority in form and substance satisfactory to Bond Counsel and counsel to the Underwriter (a) setting forth the facts, estimates and circumstances in existence on the date of the Closing, which establish that it is not expected that the proceeds of the Bonds will be used in a manner that would cause the Bonds to be “arbitrage bonds” within the meaning of Section 148 of the Internal Revenue Code of 1986, as amended (the “Code”), and any applicable regulations (whether final, temporary or proposed), issued pursuant to the Code, and (b) certifying that to the best of the knowledge and belief of the Authority there are no other facts, estimates or circumstances that would materially change the conclusions, representations and expectations contained in such certificate; (16) Any other certificates and opinions required by the Indenture for the issuance thereunder of the Bonds; (17) The Authority shall have executed the Continuing Disclosure Certificate in substantially the form attached to the Official Statement as Appendix D. (18) The Underwriter shall receive a certificate of the Trustee, dated the day of Closing, as to, among other things, the powers and authority of the Trustee, the acceptance of the duties of the Trustee under the Indenture, the authentication of the Bonds by the Trustee. (19) Such additional legal opinions, certificates, instruments and other documents as the Underwriter or counsel to the Underwriter may reasonably request to evidence the truth and accuracy, as of the date hereof and as of the date of the Closing, of the Authority’s representations and warranties contained herein and of the statements and information contained in the Official Statement and the due performance or satisfaction by the Authority on or prior to the date of the Closing of all the respective agreements then to be performed and conditions then to be satisfied by the Authority. 13 All of the opinions, letters, certificates, instruments and other documents mentioned above or elsewhere in this Agreement shall be deemed to be in compliance with the provisions hereof if, but only if, they are in form and substance reasonably satisfactory to the Underwriter. If the Authority shall be unable to satisfy the conditions to the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds contained in this Agreement, or if the obligations of the Underwriter to purchase, to accept delivery of and to pay for the Bonds shall be terminated for any reason permitted by this Agreement, this Agreement shall terminate and neither the Underwriter nor the Authority shall be under any further obligation hereunder, except that the obligations of the Authority set forth in Section 10(d) hereof shall continue in full force and effect. 8. Representations and Warranties of the Underwriter. The Underwriter hereby agrees with, and makes the following representations and warranties to, the Authority, as of the date hereof and as of the Closing Date: (a) The Underwriter is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization. (b) This Agreement has been duly authorized, executed and delivered by the Underwriter and, assuming the due authorization, execution and delivery by the Authority, is the legal, valid and binding obligation of the Underwriter enforceable in accordance with its terms, subject to limitations on enforceability as may result from bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally from time to time in effect and from the application of general principles of equity and from public policy limitations on the exercise of any rights to indemnification and contribution. (c) The Underwriter represents that it is registered as a municipal securities dealer. (d) The Underwriter will make a bona fide initial public offering of all the Bonds in compliance with federal and state securities laws. 9. Termination. The Underwriter shall have the right to cancel its obligation to purchase the Bonds if, between the date of this Agreement and the Closing, the market price or marketability of the Bonds shall be materially adversely affected, in the sole and reasonable judgment of the Underwriter, by the occurrence of any of the following: (a) legislation shall be enacted by or introduced in the Congress of the United States or recommended to the Congress for passage by the President of the United States, or the Treasury Department of the United States or the Internal Revenue Service or any member of the Congress or the State legislature or favorably reported for passage to either House of the Congress by any committee of such House to which such legislation has been referred for consideration, a decision by a court of the United States or of the State or the United States Tax Court shall be rendered, or an order, ruling, regulation (final, temporary or proposed), press release, statement or other form of notice by or on behalf of the Treasury Department of the United States, the Internal Revenue Service or other governmental agency shall be made or proposed, the effect of any or all of which would be to impose, directly or indirectly, federal income taxation or State income taxation upon interest received on obligations of the general character of the Bonds, or, with respect to State taxation, of the interest on the Bonds as described in the Official Statement, or other action or events shall have transpired which may have the purpose or effect, directly or indirectly, of changing the federal income tax consequences or State income tax consequences of any of the transactions contemplated herein; 14 (b) legislation introduced in or enacted (or resolution passed) by the Congress or an order, decree, or injunction issued by any court of competent jurisdiction, or an order, ruling, regulation (final, temporary, or proposed), press release or other form of notice issued or made by or on behalf of the Securities and Exchange Commission, or any other governmental agency having jurisdiction of the subject matter, to the effect that obligations of the general character of the Bonds, including any or all underlying arrangements, are not exempt from registration under or other requirements of the 1933 Act, or that the Indenture is not exempt from qualification under or other requirements of the Trust Indenture Act, or that the issuance, offering, or sale of obligations of the general character of the Bonds, including any or all underlying arrangements, as contemplated hereby or by the Official Statement or otherwise, is or would be in violation of the federal securities law as amended and then in effect; (c) any state Blue Sky or securities commission or other governmental agency or body shall have withheld registration, exemption or clearance of the offering of the Bonds as described herein, or issued a stop order or similar ruling relating thereto; (d) a general suspension of trading in securities on the New York Stock Exchange or the American Stock Exchange, the establishment of minimum prices on either such exchange, the establishment of material restrictions (not in force as of the date hereof) upon trading securities generally by any governmental authority or any national securities exchange, a general banking moratorium declared by federal, State of New York, or State officials authorized to do so; (e) the New York Stock Exchange or other national securities exchange or any governmental authority, shall impose, as to the Bonds or as to obligations of the general character of the Bonds, any material restrictions not now in force, or increase materially those now in force, with respect to the extension of credit by, or the charge to the net capital requirements of, Underwriter; (f) any amendment to the federal or State Constitution or action by any federal or state court, legislative body, regulatory body, or other authority materially adversely affecting the tax status of the Authority, its property, income securities (or interest thereon); (g) any event occurring, or information becoming known which, in the reasonable judgment of the Underwriter, makes untrue in any material respect any statement or information contained in the Official Statement, or has the effect that the Official Statement contains any untrue statement of material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, to the extent that the Official Statement cannot be supplemented or amended prior to Closing, or the effect of the Official Statement as so supplemented or amended is, in the reasonable judgment of the Underwriter, to materially adversely affect the market price or marketability of the Bonds or the ability of the Underwriter to enforce contracts for the sale of the Bonds; (h) there shall have occurred any materially adverse change in the affairs or financial condition of the Authority, except as disclosed in the Official Statement; (i) the United States shall have become engaged in hostilities which have resulted in a declaration of war or a national emergency or there shall have occurred any other outbreak or escalation of hostilities; 15 (j) there shall have occurred any national or international calamity or crisis, or escalation thereof, in the financial markets or otherwise of the United States; (k) any fact or event shall exist or have existed that, in the Underwriter’s reasonable judgment, requires or has required an amendment of or supplement to the Official Statement, in which the market price or marketability of the Bonds shall be materially adversely affected; (l) there shall have occurred or any notice shall have been given of any intended review, downgrading, suspension, withdrawal, or negative change in credit watch status by any national rating service to any of the Authority’s obligations secured by a pledge of the Pledged Revenues on a parity with the Bonds; (m) the purchase of and payment for the Bonds by the Underwriter, or the resale of the Bonds by the Underwriter, on the terms and conditions herein provided shall be prohibited by any applicable law, governmental authority, board, agency or commission; and (n) additional events or announcements related to the COVID-19 virus and its impact result in the cancellation of orders from investors or inability of investors to proceed with the purchase of their Bonds in an amount that the Underwriter deems to have an adverse material impact on the sale of and market for the Bonds. 10. Expenses. (a) The Underwriter shall be under no obligation to pay, and, except as hereinafter provided, the Authority shall pay all expenses incident to the performance of the Authority’s obligations hereunder, including, but not limited to (i) the cost of preparation and printing of the Bonds, Preliminary Official Statement, Official Statement and any amendment or supplement thereto, (ii) the fees and disbursements of Bond Counsel and general counsel to the Authority (iii) the fees and disbursements of the Trustee or engineers, accountants, and other experts, consultants or advisers retained by the Authority, if any; and (iv) all fees and expenses in connection with obtaining bond ratings and fees or premiums. (b) The Authority acknowledges that it has had an opportunity, in consultation with such advisors as it may deem appropriate, if any, to evaluate and consider the fees and expenses being incurred as part of the issuance of the Bonds. (c) Except as provided for above, the Underwriter shall pay (i) the cost of preparation and printing of this Agreement, the Blue Sky Survey and Legal Investment Memorandum, if any; (ii) all advertising expenses in connection with the public offering of the Bonds; (iii) the fees and disbursements of Sherman & Howard, L.L.C. as counsel to the Underwriter, and (iv) all other expenses incurred by them in connection with the public offering of the Bonds. 11. Rule 15c2-12. The Authority agrees to reasonably cooperate with the Underwriter in order to carry out and comply with certain requirements of Rule 15c2-12. 12. Notices. Any notice or other communication to be given to the Authority under this Agreement may be given by delivering the same in writing at 7500 W. 29th Avenue, Wheat Ridge, Colorado 80033, Attention: Executive Director; and any notice or other communication to be given to the Underwriter under this Agreement may be given by delivering the same in writing to Piper Sandler 16 & Co., 1200 17th Street, Suite 1250, Denver, Colorado 80202, Attention: Nate Eckloff, Managing Director. 13. Parties in Interest. This Agreement as heretofore specified shall constitute the entire agreement between us and is made solely for the benefit of the Authority and the Underwriter (including successors or assigns of the Underwriter) and no other person shall acquire or have any right hereunder or by virtue hereof. This Agreement may not be assigned by the Authority or the Underwriter. All of the Authority’s and the Underwriter’s representations, warranties and agreements contained in this Agreement shall remain operative and in full force and effect, regardless of (i) any investigations made by or on behalf of the Underwriter; (ii) delivery of and payment for the Bonds pursuant to this Agreement; and (iii) any termination of this Agreement. 14. Effectiveness. This Agreement shall become effective upon the acceptance hereof by the Authority and shall be valid and enforceable at the time of such acceptance. 15. Choice of Law. This Agreement shall be governed by and construed in accordance with the law of the State without regard to choice of law analysis. 16. Severability. If any provision of this Agreement shall be held or deemed to be or shall, in fact, be invalid, inoperative or unenforceable as applied in any particular case in any jurisdiction or jurisdictions, or in all jurisdictions because it conflicts with any provisions of any Constitution, statute, rule of public policy, or any other reason, such circumstances shall not have the effect of rendering the provision in question invalid, inoperative or unenforceable in any other case or circumstance, or of rendering any other provision or provisions of this Agreement invalid, inoperative or unenforceable to any extent whatever. 17. Business Day. For purposes of this Agreement, “business day” means any day on which the New York Stock Exchange is open for trading. 18. Section Headings. Section headings have been inserted in this Agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this Agreement and will not be used in the interpretation of any provisions of this Agreement. 19. Counterparts. This Agreement may be executed in several counterparts each of which shall be regarded as an original (with the same effect as if the signatures thereto and hereto were upon the same document) and all of which shall constitute one and the same document. 20. Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. For purposes hereof: (i) “electronic signature” means a manually signed original signature that is then transmitted by electronic means; and (ii) “transmitted by electronic means” means sent in the form of a facsimile or sent via the internet as a portable document format (“pdf”) or other replicating image attached to an electronic mail or internet message. (The remainder of this page is intentionally left blank.) Schedule I SCHEDULE I TO BOND PURCHASE AGREEMENT Schedule I (cont’d) SCHEDULE I TO BOND PURCHASE AGREEMENT (CONTINUED) The Series 2021 Bonds maturing on and prior to December 1, 2031, are not subject to optional redemption prior to maturity. The Series 2021 Bonds maturing on December 1, 2032, and thereafter are subject to redemption prior to maturity at the option of the Authority, on December 1, 2031, and on any date thereafter, in whole or in part, in any order of maturity and by lot within a maturity (giving proportionate weight to Series 2021 Bonds in denominations larger than $5,000), at a redemption price equal to the principal amount of each Series 2021 Bond, or portion thereof, so redeemed, plus accrued interest to the redemption date, without premium. The Series 2021 Bonds are not subject to mandatory sinking fund redemption prior to maturity. A-1 EXHIBIT A TO BOND PURCHASE AGREEMENT FORM OF ISSUE PRICE CERTIFICATE $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 ISSUE PRICE CERTIFICATE The undersigned, on behalf of Piper Sandler & Co. (“Piper”), hereby certifies as set forth below with respect to the sale of the obligations named above (the “Bonds”). 1. Initial Offering Price of the Bonds. Piper offered the Bonds to the Public for purchase at the specified initial offering prices listed in Schedule A (the “Initial Offering Prices”) on or before the Sale Date. A copy of the pricing wire or equivalent communication for the Bonds is attached to this certificate as Schedule B. 2. First Price at which Sold to the Public. On the Sale Date, at least 10% of each Maturity was first sold to the Public at the respective Initial Offering Price. 3. Defined Terms. For purposes of this Issue Price Certificate: (a) Holding Period means the period starting on the Sale Date and ending on the earlier of (i) the close of the fifth business day after the Sale Date (November 3, 2021), or (ii) the date on which Piper has sold at least 10% of such Maturity to the Public at one or more prices, none of which is higher than the Initial Offering Price for such Maturity. (b) Authority means Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge. (c) Maturity means Bonds with the same credit and payment terms. Any Bonds with different maturity dates, or with the same maturity date but different stated interest rates, are treated as separate Maturities. (d) Member of the Distribution Group means (i) any person that agrees pursuant to a written contract with the Authority (or with the lead underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). (e) Public means any person (i.e., an individual, trust, estate, partnership, association, company, or corporation) other than a Member of the Distribution Group or a related party to a Member of the Distribution Group. A person is a “related party” to a Member of the Distribution Group if the Member of the Distribution Group and that person are subject, directly or indirectly, to (i) at least 50% common ownership of the voting power or the total value of their stock, if both entities are corporations (including direct ownership by one corporation of another), (ii) more than 50% common ownership of their capital interests or profits interests, if both entities are partnerships (including direct ownership by one partnership A-2 of another), or (iii) more than 50% common ownership of the value of the outstanding stock of the corporation or the capital interests or profit interests of the partnership, as applicable, if one entity is a corporation and the other entity is a partnership (including direct ownership of the applicable stock or interests by one entity of the other). (f) Sale Date means the first day on which there is a binding contract in writing for the sale of the respective Maturity. The Sale Date of each Maturity was October 27, 2021. The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Authority with respect to certain of the representations set forth in the Tax Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038, and other federal income tax advice that it may give to the Authority from time to time relating to the Bonds. PIPER SANDLER & CO. By:______________________________________ Name: Nate Eckloff Title: Managing Director Dated: November 9, 2021 A-3 SCHEDULE A TO ISSUE PRICE CERTIFICATE INITIAL OFFERING PRICES OF THE BONDS (Attached) A-4 SCHEDULE B TO ISSUE PRICE CERTIFICATE PRICING WIRE (Attached) NEW ISSUE RATING: S&P: “AA-” BOOK-ENTRY ONLY See “RATING” In the opinion of Butler Snow LLP, Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Series 2021 Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Series 2021 Bonds (the “Tax Code”) and interest on the Series 2021 Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The Series 2021 Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State of Colorado under Colorado laws in effect on the date of delivery of the Series 2021 Bonds. See “TAX MATTERS.” $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 Dated: Date of Delivery Due: December 1, as shown herein The Wheat Ridge Urban Renewal Authority, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”), will be issued by the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheatridge (the “Authority”), pursuant to an Indenture of Trust dated as of November 9, 2021, between the Authority and BOKF, N.A., Denver, Colorado, as Trustee. The Series 2021 Bonds are issued as fully registered bonds in denominations of $5,000 or any integral multiple thereof and initially will be registered in the name of Cede & Co., as nominee of The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the Series 2021 Bonds. Purchases of the Series 2021 Bonds are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Series 2021 Bonds. See “THE SERIES 2021 BONDS-- Book-Entry Only System.” The Series 2021 Bonds bear interest at the rates set forth herein, payable on June 1 and December 1 of each year, commencing on June 1, 2022, to and including the maturity dates shown herein (unless the Series 2021 Bonds are redeemed earlier), payable to the registered owner of the Series 2021 Bonds, initially Cede & Co. The principal of the Series 2021 Bonds will be payable upon presentation and surrender at the Trustee. See “THE SERIES 2021 BONDS.” The maturity schedule for the Series 2021 Bonds appears on the inside cover page of this Official Statement. The Series 2021 Bonds are subject to redemption prior to maturity at the option of the Authority as described in “THE SERIES 2021 BONDS--Redemption Provisions.” Proceeds of the Series 2021 Bonds will be used to: (i) repay the Authority’s obligations under the 2018 Loan (defined herein); (ii) fund improvements in the I-70/Kipling Corridors urban renewal project area (the “Project Area”); (iii) fund capitalized interest; (iv) fund a reserve fund; and (v) pay the costs of issuing the Series 2021 Bonds. See “SOURCES AND USES OF FUNDS.” The Series 2021 Bonds are special, limited obligations of the Authority payable solely from and secured by an irrevocable pledge of the Trust Estate (defined herein) created by the Indenture. The Trust Estate consists primarily of certain property tax increment revenues collected within the Project Area, moneys on deposit in certain funds as described herein (including a Reserve Fund), and investment income as described herein and all of the Authority’s rights under the Cooperation Agreement (defined herein). The Authority does not have the power to impose property, sales, or any other taxes for the payment of debt service on the Series 2021 Bonds, nor may the Authority or the City compel any other taxing jurisdiction to levy a tax. The Series 2021 Bonds do not constitute a general obligation of the City of Wheat Ridge, Colorado (the “City”) or the Authority. Owners of the Series 2021 Bonds may not look to any other funds or accounts other than those specifically pledged by the Authority to the payment of the Series 2021 Bonds. The City has covenanted to annually consider appropriating legally available revenues in an amount sufficient to replenish the Reserve Fund to the extent Pledged Revenues are not available; however, the City is not legally obligated to replenish the Reserve Fund. See “SECURITY FOR THE SERIES 2021 BONDS--City’s Appropriation Covenant.” This cover page contains certain information for quick reference only. It is not a summary of the issue. Investors must read the entire Official Statement to obtain information essential to making an informed investment decision, giving special consideration to the section entitled “CERTAIN RISK FACTORS.” The Series 2021 Bonds are offered when, as, and if issued by the Authority and accepted by the Underwriter, subject to the approval of legality of the Series 2021 Bonds by Butler Snow LLP, Denver, Colorado, Bond Counsel, and the satisfaction of certain other conditions. Butler Snow LLP also has acted as special counsel to the Authority in connection with this Official Statement. Certain legal matters will be passed upon for the Authority by its Counsel, Hoffmann, Parker, Wilson & Carberry, P.C., Denver, Colorado, and for the City by Murray Dahl Beery & Renaud LLP, Lakewood, Colorado, the City Attorney. Sherman & Howard L.L.C., Denver, Colorado, is acting as counsel to the Underwriter. It is expected that the Series 2021 Bonds will be available for delivery through the facilities of DTC on or about November 9, 2021. Official Statement dated October 27, 2021. $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 MATURITY SCHEDULE (CUSIP 6-digit issuer number: 96254W) Maturing (December 1) Principal Amount Interest Rate Yield CUSIP© Issue Number Maturing (December 1) Principal Amount Interest Rate Yield CUSIP© Issue Number 2022 $ 160,000 4.00% 0.36% AA8 2032 $ 2,455,000 4.00% 1.83%† AL4 2023 1,185,000 4.00 0.50 AB6 2033 2,550,000 4.00 1.88† AM2 2025 740,000 4.00 0.75 AD2 2034 2,925,000 4.00 1.94† AN0 2026 865,000 4.00 0.91 AE0 2035 3,030,000 4.00 1.96† AP5 2027 975,000 4.00 1.14 AF7 2036 3,240,000 4.00 1.99† AQ3 2028 1,900,000 5.00 1.31 AG5 2037 3,360,000 4.00 2.02† AR1 2029 1,995,000 5.00 1.49 AH3 2038 3,580,000 4.00 2.05† AS9 2030 2,165,000 5.00 1.63 AJ9 2039 3,710,000 4.00 2.08† AT7 2031 2,270,000 5.00 1.70 AK6 2040 5,000,000 4.00 2.11† AU4 † Priced to the first call date of December 1, 2031. See “THE SERIES 2021 BONDS--Redemption Provisions.” © Copyright 2021, CUSIP Global Services. CUSIP is a registered trademark of the American Bankers Association. CUSIP Global Services is managed on behalf of the American Bankers Association by S&P Global Market Intelligence. The CUSIP numbers are provided for convenience only. Neither the Authority nor the City takes any responsibility for the accuracy of the CUSIP numbers. USE OF INFORMATION IN THIS OFFICIAL STATEMENT This Official Statement, which includes the cover page and the appendices, does not constitute an offer to sell or the solicitation of an offer to buy any of the Series 2021 Bonds in any jurisdiction in which it is unlawful to make such offer, solicitation, or sale. No dealer, salesperson, or other person has been authorized to give any information or to make any representations other than those contained in this Official Statement in connection with the offering of the Series 2021 Bonds, and if given or made, such information or representations must not be relied upon as having been authorized by the Authority or the City. The City maintains an internet website which also includes information about the Authority; however, the information presented there is not a part of this Official Statement and should not be relied upon in making an investment decision with respect to the Series 2021 Bonds. The information set forth in this Official Statement has been obtained from the Authority, the City and from the other sources referenced throughout this Official Statement which are believed to be reliable. No representation or warranty is made, however, as to the accuracy or completeness of such information received from parties other than the Authority or the City. This Official Statement contains, in part, estimates and matters of opinion which are not intended as statements of fact, and no representation or warranty is made as to the correctness of such estimates and opinions, or that they will be realized. The Underwriter has provided the following sentence for inclusion in this Official Statement. The Underwriter has reviewed the information in this Official Statement in accordance with, and as a part of, its responsibilities under the federal securities laws as applied to the facts and circumstances of this transaction but the Underwriter does not guarantee the accuracy or completeness of such information. The information, estimates, and expressions of opinion contained in this Official Statement are subject to change without notice, and neither the delivery of this Official Statement nor any sale of the Series 2021 Bonds shall, under any circumstances, create any implication that there has been no change in the affairs of the Authority or the City, or in the information, estimates, or opinions set forth herein, since the date of this Official Statement. This Official Statement has been prepared only in connection with the original offering of the Series 2021 Bonds and may not be reproduced or used in whole or in part for any other purpose. The Series 2021 Bonds have not been registered with the Securities and Exchange Commission due to certain exemptions contained in the Securities Act of 1933, as amended. The Series 2021 Bonds have not been recommended by any federal or state securities commission or regulatory agency and the foregoing authorities have neither reviewed nor confirmed the accuracy of this document. THE PRICES AT WHICH THE SERIES 2021 BONDS ARE OFFERED TO THE PUBLIC BY THE UNDERWRITER (AND THE YIELDS RESULTING THEREFROM) MAY VARY FROM THE INITIAL PUBLIC OFFERING PRICES OR YIELDS APPEARING ON THE COVER PAGE HEREOF. IN ADDITION, THE UNDERWRITER MAY ALLOW CONCESSIONS OR DISCOUNTS FROM SUCH INITIAL PUBLIC OFFERING PRICES TO DEALERS AND OTHERS. IN ORDER TO FACILITATE DISTRIBUTION OF THE SERIES 2021 BONDS, THE UNDERWRITER MAY ENGAGE IN TRANSACTIONS INTENDED TO STABILIZE THE PRICE OF THE SERIES 2021 BONDS AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. WHEAT RIDGE URBAN RENEWAL AUTHORITY Authority Board Walt Pettit, Board Chair Shane Nicholson, Board Vice Chair Janeece Hoppe, City Council Representative Christopher Bird, Commissioner Kristi Davis, Commissioner Marcia Hughes, Commissioner Celeste Tanner, Commissioner Authority Staff Steven Art, Executive Director of the Authority General Counsel to the Authority Hoffmann, Parker, Wilson & Carberry, P.C. Denver, Colorado City Administrative Officials Patrick Goff, City Manager Mark Colvin, City Finance Manager Allison Scheck, City Administrative Services Director City Attorney Murray Dahl Beery & Renaud LLP Lakewood, Colorado TRUSTEE BOKF, N.A. Denver, Colorado BOND AND SPECIAL COUNSEL Butler Snow LLP Denver, Colorado UNDERWRITER Piper Sandler & Co. Denver, Colorado UNDERWRITER’S COUNSEL Sherman & Howard L.L.C. Denver, Colorado -i- TABLE OF CONTENTS Page INTRODUCTION .......................................................................................................................... 1 General ........................................................................................................................................ 1 The City ...................................................................................................................................... 1 The Authority and the Project Area ............................................................................................ 1 Authority for Issuance ................................................................................................................. 2 The Series 2021 Bonds; Prior Redemption ................................................................................. 2 Purpose ........................................................................................................................................ 3 Security ....................................................................................................................................... 3 Professionals ............................................................................................................................... 6 Market Study and Financial Forecast ......................................................................................... 6 Tax Status.................................................................................................................................... 7 Continuing Disclosure Undertaking ........................................................................................... 7 Forward-Looking Statements ...................................................................................................... 7 Additional Information ............................................................................................................... 8 CERTAIN RISK FACTORS .......................................................................................................... 9 Risks Related to the Pledged Property Tax Increment Revenues ............................................... 9 Risks Inherent in Projections .................................................................................................... 12 Risks Related to the City Replenishment Resolution ............................................................... 12 Legal Constraints on Authority Operations; Changes in Law .................................................. 13 Limitations on Remedies Available to Owners of Series 2021 Bonds ..................................... 14 Secondary Market ..................................................................................................................... 14 SOURCES AND USES OF FUNDS ............................................................................................ 15 Sources and Uses of Funds ....................................................................................................... 15 The Improvement Project ......................................................................................................... 15 The Refunding Project .............................................................................................................. 15 THE SERIES 2021 BONDS ......................................................................................................... 16 General ...................................................................................................................................... 16 Payment Provisions ................................................................................................................... 16 Redemption Provisions ............................................................................................................. 17 Tax Covenant ............................................................................................................................ 17 Book-Entry Only System .......................................................................................................... 18 DEBT SERVICE REQUIREMENTS........................................................................................... 19 SECURITY FOR THE SERIES 2021 BONDS ........................................................................... 20 Special, Limited Obligations .................................................................................................... 20 Pledged Revenues ..................................................................................................................... 20 Reserve Fund ............................................................................................................................ 21 City’s Appropriation Covenant ................................................................................................. 22 Additional Bonds ...................................................................................................................... 23 REVENUES AVAILABLE FOR DEBT SERVICE .................................................................... 24 General ...................................................................................................................................... 24 Ad Valorem Property Taxes ..................................................................................................... 24 Ad Valorem Property Tax Data ................................................................................................ 29 Page -ii- Sample Mill Levies Affecting Property Owners within the Project Area ................................ 31 Estimated Overlapping General Obligation Debt ..................................................................... 32 Budget Summary and Comparison ........................................................................................... 33 History of Revenues, Expenditures and Changes in Fund Balance .......................................... 34 THE AUTHORITY ...................................................................................................................... 36 General ...................................................................................................................................... 36 Powers of the Authority ............................................................................................................ 36 Governing Body ........................................................................................................................ 37 Administration and Employees ................................................................................................. 37 Authority Agreements ............................................................................................................... 37 Insurance Coverage ................................................................................................................... 40 Authority Financial Information ............................................................................................... 40 THE CITY AND CITY FINANCIAL INFORMATION ............................................................. 42 General ...................................................................................................................................... 42 City Council .............................................................................................................................. 42 Administration .......................................................................................................................... 43 Employees; Benefits and Pension Matters ................................................................................ 45 City Insurance Coverage/Risk Management ............................................................................ 45 City Financial Statements ......................................................................................................... 46 Governmental Funds; Sources of General Fund Revenue ........................................................ 46 History of Revenues, Expenditures and Changes in Fund Balances - City General Fund ....... 47 Impact of COVID-19 ................................................................................................................ 48 Imposition of the Sales and Use Tax ........................................................................................ 49 Sales Tax Data .......................................................................................................................... 51 City Debt Structure ................................................................................................................... 54 ECONOMIC AND DEMOGRAPHIC INFORMATION ............................................................ 56 Population ................................................................................................................................. 56 Income....................................................................................................................................... 57 Employment .............................................................................................................................. 57 Employers ................................................................................................................................. 59 Current Construction ................................................................................................................. 60 Foreclosure Activity .................................................................................................................. 60 TAX MATTERS ........................................................................................................................... 62 LEGAL MATTERS ...................................................................................................................... 63 Litigation ................................................................................................................................... 63 Approval of Certain Legal Proceedings .................................................................................... 64 Police Power ............................................................................................................................. 64 Governmental Immunity ........................................................................................................... 64 Certain Constitutional Limitations ............................................................................................ 65 RATING ....................................................................................................................................... 66 INDEPENDENT AUDITORS...................................................................................................... 67 UNDERWRITING ....................................................................................................................... 67 OFFICIAL STATEMENT CERTIFICATION............................................................................. 67 Page -iii- APPENDIX A - Audited Basic Financial Statements for the City for the Fiscal Year Ended December 31, 2020 (including audited information for the Authority, which is a component unit of the City) ............................ A-1 APPENDIX B - Summary of Certain Provisions of the Indenture ..........................................B-1 APPENDIX C - Book-Entry Only System ...............................................................................C-1 APPENDIX D - Form of Continuing Disclosure Certificate ................................................... D-1 APPENDIX E - Form of Opinion of Bond Counsel ................................................................ E-1 APPENDIX F - Market Study .................................................................................................. F-1 APPENDIX G - Financial Forecast ......................................................................................... G-1 -iv- INDEX OF TABLES NOTE: Tables marked with an (*) indicate Annual Financial Information to be updated pursuant to SEC Rule 15c2-12, as amended. See “INTRODUCTION--Continuing Disclosure Undertaking.” NOTE: The information in the Budget Summary and Comparison tables is to be satisfied with the current year budget information found in the City’s audited financial statements; no separate budget document is required to be filed. Page Sources and Uses of Funds ........................................................................................................... 15 Debt Service Requirements ........................................................................................................... 19 *History of Assessed Valuations and Mill Levies in the Project Area ......................................... 29 *Property Tax Increment Collections ........................................................................................... 30 *2021 Preliminary Assessed Valuation of Classes of Property in the Project Area ..................... 30 *Ten Largest Taxpayers within the Project Area ......................................................................... 31 Sample Mill Levies Affecting Property Owners within the Project Area .................................... 32 Estimated Overlapping General Obligation Debt ......................................................................... 33 *Budget to Actual Comparison - Wheat Ridge Urban Renewal Authority Fund ......................... 34 *WRURA Fund - History of Revenues, Expenditures and Changes in Fund Balances ............... 35 *City General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances ....... 48 *History of Total Sales and Use Tax Collections ......................................................................... 52 Comparison of Total Monthly Sales Tax Collections (Unaudited) .............................................. 52 Comparison of Total Monthly Use Tax Collections (Unaudited) ................................................ 53 Ten Largest Sales and Use Tax Generators in 2020 ..................................................................... 53 Population ..................................................................................................................................... 56 Per Capita Personal Income .......................................................................................................... 57 Labor Force and Percent Unemployed ......................................................................................... 57 Average Number of Employees Within Selected Industries – Jefferson County ......................... 58 Average Number of Employees Within Selected Industries – Denver-Aurora CBSA ................ 59 Major Employers in Jefferson County .......................................................................................... 60 History of Building Permits Issued in Unincorporated Jefferson County .................................... 60 History of Foreclosures – Jefferson County ................................................................................. 61 -v- I-70/KIPLING PLAN AREA MAP (THIS PAGE INTENTIONALLY LEFT BLANK) OFFICIAL STATEMENT $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS) SERIES 2021 INTRODUCTION General This Official Statement, including the cover page, the inside cover page and the appendices, is furnished by the Wheat Ridge Urban Renewal Authority (the “Authority”) to provide information in connection with the issuance of its $42,105,000 Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”). The Series 2021 Bonds will be issued pursuant to an Indenture of Trust dated as of November 9, 2021 (the “Indenture”), by and between the Authority and BOKF, N.A., Denver, Colorado, as trustee (the “Trustee”). The offering of the Series 2021 Bonds is made only by way of this Official Statement, which supersedes any other information or materials used in connection with the offer or sale of the Series 2021 Bonds. The following introductory material is only a brief description of and is qualified by the more complete information contained throughout this Official Statement. A full review should be made of the entire Official Statement and the documents summarized or described herein, particularly the section entitled “CERTAIN RISK FACTORS.” Detachment or other use of this “INTRODUCTION” without the entire Official Statement, including the cover page and appendices, is unauthorized. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture, which is summarized in Appendix B. The City The City is an inner-ring western suburb of the City and County of Denver (“Denver”), located entirely within Jefferson County, Colorado (the “County”). The City was incorporated on June 19, 1969, and presently operates under a home rule charter (the “Charter”) that was approved by the City’s voters in 1976. The total land area of the City is approximately 9.6 square miles. According to the 2020 U.S. Census, the City’s population was 32,398. See “THE CITY.” The Authority and the Project Area The Authority. The Authority was created by the City Council of the City (the “City Council”) in 1977, and is a body corporate duly organized and existing as an urban renewal authority established pursuant to the State’s Urban Renewal Law (Section 31-25-101 et seq., Colorado Revised Statutes (“C.R.S.”), as amended (the “Urban Renewal Law” or the “Act”)), for the purpose of undertaking certain urban renewal activities within the City. The 2 Authority is branded as “Renewal Wheat Ridge.” The boundaries of the Authority are coterminous with the boundaries of the City. See “THE AUTHORITY.” The Authority has five existing urban renewal areas; however, only the area covered by the I-70/Kipling Corridors Urban Renewal Plan (as amended, the “Plan”) generates Pledged Revenues. Any revenue generated in the other four plan areas is available only for projects or obligations in those particular areas. The Plan Area. The City Council originally adopted the Plan in May 2009; the Plan was amended twice in 2014 to add a tax increment provision in order to allow the Authority to collect tax increment on the area governed by the I-70/Kipling Corridors Urban Renewal Area (the “Plan Area” or the “Project Area”), and in 2015 underwent a “substantial modification” (as that term is used in the Act) to authorize the use of tax increment financing within the Project Area. The Plan was also amended in 2015 to add a tax increment provision in order to allow the Authority to collect tax increment on the entire Plan Area. The purpose of the Plan is to reduce, eliminate and prevent the spread of blight within the Plan Area and to stimulate the growth and development of investment within the Plan Area. The Plan authorizes the use of tax increment financing methods, specifically property tax increment (the “Property Tax Increment”), as defined and more particularly described in “Security” below. The boundaries of the Project Area generally include properties roughly following a U-shaped corridor that runs north along Interstate-70 beginning at 32nd Avenue, then east along I-70 until Kipling Street and finally South along Kipling Street until 26th Avenue. . See the “I- 70/KIPLING CORRIDOR PLAN AREA MAP” on page -v- of this Official Statement. The Project Area contains 1,189 total acres (including streets and rights-of-way); approximately 812 acres lie within 649 real property parcels. Authority for Issuance The Series 2021 Bonds are issued in full conformity with the Constitution and laws of the State, particularly the Urban Renewal Law, the Supplemental Public Securities Act (Title 11, Article 57, Part 2, C.R.S.), and pursuant to the Indenture and a resolution adopted by the Board of Commissioners of the Authority (the “Board”) on June 15, 2021 (the “Resolution”). The Series 2021 Bonds; Prior Redemption The Series 2021 Bonds are dated as of their date of delivery and mature and bear interest (calculated based on a 360-day year consisting of twelve 30-day months) as set forth on the inside cover page of this Official Statement. The payment of principal and interest on the Series 2021 Bonds is described in “THE SERIES 2021 BONDS--Payment Provisions.” The Series 2021 Bonds are issued solely as fully registered certificates in denominations of $5,000, or any integral multiple thereof. The Series 2021 Bonds initially will be registered in the name of Cede & Co., as nominee for The Depository Trust Company, New York, New York (“DTC”), which is acting as the securities depository for the Series 2021 Bonds. Purchases of the Series 2021 Bonds are to be made in book-entry form only. Purchasers will not receive certificates representing their beneficial ownership interest in the Series 2021 Bonds. See “THE SERIES 2021 BONDS--Book-Entry Only System.” The Series 2021 Bonds are subject to redemption prior to maturity at the option of the Authority as described in “THE SERIES 2021 BONDS--Redemption Provisions.” 3 Purpose Proceeds of the Series 2021 Bonds will be used to: (i) repay the Authority’s obligations under a Loan Agreement dated October 18, 2019, between the Authority and BOKF, N.A. (the “2018 Loan”), which is outstanding in the aggregate principal amount of $6,375,000 (the “Refunding Project”); (ii) fund improvements in the I-70/Kipling Corridors urban renewal project area (the “Improvement Project”); (iii) fund capitalized interest; (iv) fund a reserve fund; and (v) pay the costs of issuing the Series 2021 Bonds. See “SOURCES AND USES OF FUNDS.” Security Limited Obligations. The Series 2021 Bonds do not constitute a general obligation debt or indebtedness of the Authority, or an obligation or indebtedness of the City, the State, or any political subdivision thereof within the meaning of any constitutional, statutory, Charter or other debt limitation or provision. The Authority has no taxing power, nor may it compel any taxing jurisdiction to levy any property tax or sales tax. Pledged Revenues. The Series 2021 Bonds are special, limited obligations of the Authority, equitably and ratably secured by an irrevocable pledge of and lien on, and payable solely from the Trust Estate established pursuant to the Indenture. The Trust Estate includes: (a) the Pledged Revenues (defined below); and (b) all of the Authority’s rights under the Cooperation Agreement dated as of November 9, 2021, between the City and the Authority, as amended from time to time (the “Cooperation Agreement,” as more fully defined in Appendix B). The Indenture defines “Pledged Revenues” to mean: (a) the Pledged Property Tax Increment Revenues (defined below); (b) all amounts appropriated by the City pursuant to the City’s Replenishment Resolution (defined herein) and remitted to the Authority in accordance therewith; (c) all amounts held in the Revenue Fund, the Bond Fund and the Reserve Fund (together, the “Trust Funds”) established and maintained under the Indenture with investment earnings thereon, subject to the terms and provisions of the Indenture (see “SECURITY FOR THE SERIES 2021 BONDS” and Appendix B); and (d) all other legally available moneys that the Authority determines, in its sole discretion, to pledge to the payment of the Series 2021 Bonds. Pledged Property Tax Increment Revenues. “Pledged Property Tax Increment Revenues” means, for each Fiscal Year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the Property Tax Base Amount, in accordance with the Act as described herein. See “SECURITY FOR THE SERIES 2021 BONDS--Pledged Revenues.” However, the Pledged Property Tax Increment Revenues shall not include: (a) any ad valorem property tax increment revenues that are received by the Authority that are required to be applied pursuant to the Prior Obligations (described below), (b) 50% of the tax increment revenue attributable to the mill levy imposed by the West Metro Fire Protection District, (c) any ad valorem property tax revenues attributable to any mill levy imposed by any special district 4 formed after the Closing Date, pursuant to Title 32, Article 1, Colorado Revised Statutes, which mill levy is in addition to, and not a replacement for, property taxes levied by taxing entities in existence as of Closing Date; and (d) any offsets collected by the Jefferson County for return of overpayments or any ad valorem property tax increment revenues that are deposited in the Property Tax Reserve Fund for refunds of overpayments by taxpayers pursuant to Section 31-25- 107(9)(b) of the Act. Pursuant to the Act, the “Property Tax Base Amount” (as more fully defined in Appendix B) is the valuation for assessment of taxable property in the Plan Area last certified prior to the effective date of approval of the urban renewal plan or, as to an area later added to the urban renewal area, the effective date of the modification of the plan. The current combined Property Tax Base Amount is $160,691,208; this amount has been adjusted periodically to reflect subsequent general reassessments of property within the Project Area. See “CERTAIN RISK FACTORS--Risks Related to the Pledged Property Tax Increment Revenues” and “SECURITY FOR THE SERIES 2021 BONDS--Pledged Revenues.” Prior Obligations. The Authority is a party to eight agreements (together, the “Prior Obligations”) pursuant to which it has agreed to share or reimburse portions of the property tax increment generated in the Plan Area. The amount of property tax increment revenue required to be paid pursuant to each of the Prior Agreements will not constitute Pledged Property Tax Increment Revenue. The property tax increment amounts payable under each agreement are derived from the specific redevelopment project that is the subject of the applicable agreement. This means that portions of the property tax increment revenue derived from the Plan Area will be used to pay the Prior Obligations before any property tax increment revenue is available to pay the Series 2021 Bonds. Those agreements are listed below; more information as to the specific amounts to be shared or reimbursed are discussed in more detail in “THE AUTHORITY--Authority Agreements.” (a) the Loan Agreement dated as of May 14, 2014, between BOKF, N.A. d/b/a/ Colorado State Bank and Trust and the Authority and a Promissory Note in the original principal amount of $2,455,000 issued pursuant to the Loan Agreement (the “2014 BOKF Agreement”); (b) the Cooperation Agreement between the Authority and Longs Peak Metropolitan District, dated September 6, 2016 (the “Longs Peak Agreement”), pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority. (c) the Redevelopment Agreement dated as of September 5, 2017, between the Authority and the Sheard Family Trust (the “2017 Sheard Agreement”), with a maximum reimbursement amount of $767,000; (d) the Redevelopment Agreement dated as of February 6, 2018, between the Authority and U.S. Retail Partners, LLC (the 2018 U.S. Retail Agreement”), with a maximum reimbursement amount of $1,015,000; 5 (e) the Redevelopment Agreement dated as of March 19, 2019 (the “2019 U.S. Retail Agreement”), between the Authority and U.S. Retail Partners, LLC with a maximum reimbursement amount of $8,441,138; (f) three Cooperation Agreements between the Authority and the Ward TOD Metropolitan District No. 1, each effective as of October 1, 2019 (together, the “Ward TOD Agreement”), pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority; (g) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated June 16, 2020, between the Authority and FDG Project Management Services, LLC (the “FDG Agreement”), with a maximum reimbursement amount of $11.76 million in present value terms (which has been calculated as specifically set forth in the FDG Agreement); and (h) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated January 5, 2021, between the Authority and FDG Parallel Associates, LLC (the “FDG Parallel Agreement”) with a maximum reimbursement amount of $232,467. Lien Priority; Additional Bonds. The Series 2021 Bonds constitute an irrevocable pledge of and lien on (but not necessarily an exclusive lien) upon the Pledged Revenues. See “SECURITY FOR THE SERIES 2021 BONDS.” The Indenture allows the Authority, subject to compliance with certain conditions, to issue one or more series of additional parity bonds and other types of securities and obligations payable wholly or in part from Pledged Revenues and secured by a lien thereon on a parity with the lien thereon of the Series 2021 Bonds (“Additional Bonds”). The Authority currently does not expect to issue Additional Bonds, but reserves the right to do so upon the satisfaction of all legal conditions. See “SECURITY FOR THE SERIES 2021 BONDS-- Additional Bonds” and Appendix B - Summary of Certain Provisions of the Indenture. The Series 2021 Bonds and any Additional Bonds are referred to as the “Bonds.” Reserve Fund. The Series 2021 Bonds are also secured by a Reserve Fund. See “SECURITY FOR THE SERIES 2021 BONDS--Reserve Fund.” City’s Appropriation Covenant. The City has adopted a resolution (the “Replenishment Resolution”) in which it has covenanted, in the event that amounts in the Reserve Fund have been used to make debt service payments on the Series 2021 Bonds, that it will annually consider appropriating legally available revenues in an amount sufficient to replenish the Reserve Fund to the extent Pledged Revenues are not available. The City Council may, in its sole discretion, determine whether to make the requested appropriation; however, the City is not legally obligated to replenish the Reserve Fund. See “SECURITY FOR THE SERIES 2021 BONDS--City’s Appropriation Covenant.” The Replenishment Resolution applies only to the Series 2021 Bonds and does not apply to any series of Additional Bonds unless the City takes formal action to amend the Replenishment Resolution to cover any series of Additional Bonds. 6 Professionals General. Butler Snow LLP, Denver, Colorado, has acted as Bond Counsel and also has acted as special counsel in connection with this Official Statement. The fees to be paid to Butler Snow LLP are contingent upon the sale and delivery of the Series 2021 Bonds. Certain legal matters will be passed on for the Authority by its Counsel, Hoffmann, Parker, Wilson & Carberry, P.C., Denver, Colorado, and for the City by Murray Dahl Beery & Renaud LLP, Lakewood, Colorado, the City Attorney. The Authority has appointed BOKF, N.A., Denver, Colorado, to serve as Trustee. The audited basic financial statements of the City included in this Official Statement as Appendix A have been audited by CliftonLarsonAllen, certified public accountants, Colorado. See “INDEPENDENT AUDITORS.” Piper Sandler & Co., Denver, Colorado, will act as the Underwriter of the Series 2021 Bonds (the “Underwriter”). See “UNDERWRITING.” Sherman & Howard L.L.C. is acting as counsel to the Underwriter. Third-Party Studies. The Authority has engaged outside consultants to compile certain information with respect to the Project Area. The professionals engaged to provide those studies are described below. Market Study and Financial Forecast General. As described in more detail below, and in Appendices F and G, respectively, the Market Study and the Financial Forecast are based on key assumptions made by the Authority, the developers of certain projects within the Plan Area and the preparers of those documents. The Market Study is also based upon information gathered by the preparer of that document; neither the City nor the Authority has any responsibility for that information. Like any forecast, the Market Study and the Financial Forecast are inherently subject to variations in the assumed data. Actual results will vary from those projected, and such variations may be material. See “Forward-Looking Statements” below. Market Study. The Authority retained ArLand Land Use Economics (“ArLand”) and King & Associates Inc. (“King,” and together with ArLand, the “Market Study Preparers”), to prepare the I-70 Kipling Corridors Urban Renewal Area Market Analysis Wheat Ridge, Colorado, dated September 22, 2021 (the “Market Study”) a copy of which is attached as Appendix F hereto. The Market Study contains information about single family attached, multifamily, retail, hotel, office and industrial projects planned for the Project Area, and includes independent assessments of those projects in light of current and anticipated real estate market characteristics and trends within Metro Denver and defined project trade areas. The Market Study is based on the sources, information and assumptions described therein. Potential investors should be read the Market Study in its entirety. Also see “RISK FACTORS--Risks Inherent in Projections.” Financial Forecast. The Authority has retained Causey Demgen & Moore P.C., Certified Public Accountants and Consultants, Denver, Colorado, to prepare the Forecasted Cash Receipts and Disbursements for the Years Ending December 31, 2021 through 2040 (the “Financial Forecast”), a copy of which is attached as Appendix G hereto, for the purpose of providing information regarding the Authority’s ability to make debt service payments on the Series 2021 Bonds. The Financial Forecast is based on the sources, information and assumptions described therein, including the conclusions set forth in the Market Study. Potential investors should read the Financial Forecast in its entirety. Also see “RISK FACTORS--Risks Inherent in 7 Projections.” The Financial Forecast utilized information contained in the Market Study and certain assumptions more particularly set forth therein. The ability of the Authority to generate Pledged Revenue sufficient to pay debt service on the Series 2021 Bonds differs in each scenario. Investors should review the Financial Forecast in its entirety in order to understand the assumptions and conclusions contained therein. Tax Status In the opinion of Bond Counsel, assuming continuous compliance with certain covenants described herein, interest on the Series 2021 Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date of delivery of the Series 2021 Bonds (the “Tax Code”), interest on the Series 2021 Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The Series 2021 Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State under Colorado laws in effect on the date of delivery of the Series 2021 Bonds. See “TAX MATTERS.” Continuing Disclosure Undertaking The Authority will execute a continuing disclosure certificate at the time of the closing for the Series 2021 Bonds (the “Disclosure Certificate”). The Disclosure Certificate will be executed for the benefit of the beneficial owners of the Series 2021 Bonds and the Authority will covenant in the Bond Ordinance to comply with its terms. The Disclosure Certificate will provide that so long as the Series 2021 Bonds remain outstanding, the Authority will provide the following information to the Municipal Securities Rulemaking Board, acting through its Electronic Municipal Market Access (“EMMA”) system: (i) annually, audited financial statements; (ii) annually, certain financial information and operating data; and (iii) notice of the occurrence of certain material events; all as specified in the Disclosure Certificate. The form of the Disclosure Certificate is attached hereto as Appendix D. The Authority has not entered into any prior undertakings pursuant to the Rule. Forward-Looking Statements This Official Statement contains statements relating to future results that are “forward-looking statements” as defined in the Private Securities Litigation Reform Act of 1995. When used in this Official Statement, the words “estimate,” “forecast,” “intend,” “expect” and similar expressions identify forward-looking statements. Any forward-looking statement is subject to uncertainty. Accordingly, such statements are subject to risks that could cause actual results to differ, possibly materially, from those contemplated in such forward-looking statements. Inevitably, some assumptions used to develop forward-looking statements will not be realized or unanticipated events and circumstances may occur. Therefore, investors should be aware that there are likely to be differences between forward looking statements and actual results. Those differences could be material and could impact the availability of Pledged Revenues to pay debt service on the Series 2021 Bonds. 8 Additional Information This introduction is only a brief summary of the provisions of the Series 2021 Bonds, the Indenture, the Cooperation Agreement and the Replenishment Resolution; a full review of the entire Official Statement should be made by potential investors. Brief descriptions of the Authority, the City, the Pledged Revenues, the Refunding Project, the Improvement Project, the Series 2021 Bonds, the Indenture, the Cooperation Agreement, the Replenishment Resolution and other documents are included in this Official Statement. All references herein to the Series 2021 Bonds, the Indenture and other documents are qualified in their entirety by reference to such documents. This Official Statement speaks only as of its date, and the information contained herein is subject to change. Copies of the documents referred to herein are available from the Authority and the Underwriter as provided below: Wheat Ridge Urban Renewal Authority 7500 W. 29th Avenue Wheat Ridge, Colorado 80033 (303) 235-2806. Piper Sandler & Co. 1200 17th Street, Suite 1250 Denver, Colorado 80202 Telephone: (303) 405-0844. 9 CERTAIN RISK FACTORS The purchase of the Series 2021 Bonds involves special risks and the Series 2021 Bonds may not be appropriate investments for all types of investors. Each prospective investor is encouraged to read this Official Statement in its entirety and to give particular attention to the factors described below, which, among other factors discussed herein, could affect the payment of debt service on the Series 2021 Bonds and could affect the market price of the Series 2021 Bonds to an extent that cannot be determined at this time. The following does not purport to be an exhaustive listing of risks and other considerations that may be relevant to investing in the Series 2021 Bonds. In addition, the order in which the following information is presented is not intended to reflect the relative importance of such risks. Risks Related to the Pledged Property Tax Increment Revenues General. The Series 2021 Bonds are secured by the Pledged Property Tax Increment Revenues. Accordingly, payment of the principal of and interest on the Series 2021 Bonds is dependent upon the amount of the Pledged Property Tax Increment Revenues and upon the increases or decreases in the total mill levy imposed by overlapping taxing entities. Certain circumstances, most of which are beyond the control of the Authority or the City, may have an effect on the generation of Tax Increment revenues in the Project Area. Such circumstances may include, among others: general and local economic conditions which could result in the tightening of credit standards and reduction of access to capital; economic downturns affecting the retail and other industries; cyclical trends in the construction industry; declines in property valuations or the rate of levy of property taxes; the rate of employment or economic growth; and the ability or willingness of property owners to pay property taxes as they become due. There is no assurance that the Pledged Property Tax Increment Revenues will achieve or remain at a level sufficient to pay debt service on the Series 2021 Bonds, or that mill levies of overlapping taxing jurisdictions will not materially decrease. See “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Tax Data” and “Estimated Overlapping General Obligation Debt.” Valuation and Uses of Property. The amount of Pledged Property Tax Increment Revenues available in any given year is subject, in part, to the rate of increase or decrease in the assessed valuation of property within the Project Area above or below the Property Tax Base Amount. The assessed value of taxing jurisdictions which are within or overlap the Project Area could decrease or increase as a result of downturns in the economy, the value of commercial property valued using the income approach, valuation changes resulting from statutorily-required reassessments or other factors. The assessed value of property in the Project Area for ad valorem property tax purposes is determined according to the statutory procedures described under “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Taxes.” Assessed valuations may be affected by a number of factors beyond the control of the City or the Authority. For example, commercial properties may be valued using an income approach; as a result, businesses experiencing difficulties may have their assessments lowered. In addition, property owners are allowed each year by State law to challenge the valuations of their property. A recent instance of a County taxpayer successfully challenging its valuation is described in the Market Study 10 attached hereto as Appendix F; that taxpayer has a subsidiary located in the Plan Area. However, other taxpayers in the Plan Area have also successfully challenged their valuations in the past and could do so in the future. Should the future actions of property owners result in lower assessed valuations of property in the Project Area, the security for the Series 2021 Bonds would be diminished. Further, property used for tax-exempt purposes is not currently subject to taxation. The Sisters of Charity Leavenworth (“SCL”) currently owns a taxable parcel of property within the URA; however, it is expected that SCL (or another healthcare entity with which it is expected to merge) will construct a hospital within the Project Area in the future. It is not known whether some or all of that project will be tax-exempt. If any property becomes tax- exempt, the Property Tax Base Amount will be decreased accordingly. Regardless of the level at which property is assessed for tax purposes, the ability of each taxing entity to enforce and collect the property tax is dependent upon the property in the Project Area having sufficient fair market value to support the taxes which are imposed. No assurance can be given as to the future market values of property in the Project Area. Risks Related to County Valuations Assigned to Base and Increment. The County Assessor is responsible for determining the base valuation in each urban renewal area and is also responsible for determining changes in the base valuation in each reassessment year in accordance with State law, which includes procedures adopted by the State Property Tax Administrator. State law specifies how real and personal property values are to be assigned between the base and the incremental values. For example, increases in property value due to growth (as opposed to general reassessment) should be assigned to the incremental value of property. It is not clear that all counties (including the County) have historically allocated these values correctly. In order to assist in correctly assigning the value of improvements to the incremental assessed value, the Authority works closely with the County Assessor’s office to provide information about improvements within the Project Area that result in increased incremental values and intends to continue to do so. A case is currently pending in Colorado courts which challenges the methodology used by another county assessor to assign value between the base and the incremental values. If any portion of the valuation attributable to growth is instead assigned to the base value, incremental property tax revenue will be reduced. Risk of Reductions in Mill Levies. The amount of Pledged Property Tax Increment Revenues generated by the incremental assessed valuation is directly dependent upon the mill levies imposed by taxing jurisdictions which overlap the Project Area. Information regarding the historic mill levies imposed in the Project Area is set forth in “REVENUES AVAILABLE FOR DEBT SERVICE--Sample Mill Levies Affecting Property Owners within the Project Area.” As illustrated in that section, the current Jefferson County School District mill levy is 47.038 mills, accounting for 51% of the current total mill levy in the Project Area. There is no guarantee that the overlapping entities, including the school district, will continue to maintain their mill levies at the current or higher rates, and such mill levies may decrease. In addition, each of the overlapping taxing jurisdictions is subject, with certain exceptions, to limitations as to the amount of revenues which it may generate from its property tax mill levy. These limitations are both statutory and constitutional. If assessed valuations increase significantly, mill levies may be required to be reduced accordingly in order for the overlapping taxing jurisdictions to stay within their statutory and constitutional revenue raising limits. No assurance can be given that any jurisdiction which overlaps the Project Area will in 11 fact impose any particular mill levy in any year or that mill levies currently imposed by overlapping taxing entities will not decrease in the future. See “LEGAL MATTERS--Certain Constitutional Limitations” and “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Taxes.” Collection and Enforcement Considerations. The Pledged Property Tax Increment Revenues are based upon property taxes levied by the taxing entities overlapping the Project Area and are collected at the same time and in the same manner as taxes paid to the other taxing entities. Taxes levied must be paid in full; taxpayers may not choose to pay portions of their tax bills. The collection of Pledged Property Tax Increment Revenues will be subject to the ability or inability of property owners in the Project Area to pay property taxes as they become due. The payment of property taxes does not constitute a personal obligation of each of the property owners within the Project Area. Instead, the obligation to pay property taxes is tied to the properties taxed, and if timely payment is not made, the obligation constitutes a lien against the specific properties. To the extent payment of property taxes depends upon the financial stability of property owners in the Project Area, no assurance can be given that timely payment will occur. The Authority has not undertaken any independent investigation of the financial condition of any property owners within the Project Area. To enforce the property tax liens, the Jefferson County Treasurer (the “County Treasurer”) is obligated to foreclose on and cause the sale of tax liens upon the property that is subject to the delinquent taxes or fees, as provided by law. However, foreclosure is a time- consuming remedy which may extend more than one year. In addition, proceeds realized from a foreclosure sale, if any, may or may not be sufficient to cover the delinquent taxes or fees and there is no assurance that such tax liens will sell at such a sale. Owners of the Series 2021 Bonds cannot foreclose on property within the Project Area or sell such property in order to pay the principal of or interest on their Series 2021 Bonds. In addition, the sale of tax liens applicable to property in the Project Area to enforce such liens could be delayed by bankruptcy laws and other laws affecting creditor’s rights generally. During the pendency of any bankruptcy of any property owner in the Project Area, the parcels in the Project Area owned by such property owner could be sold only if the bankruptcy court approves the sale. There is no assurance that property taxes would be paid during the pendency of any bankruptcy; nor is it possible to predict the timeliness of such payment. If the property taxes are not paid over a period of years, the Authority’s ability to pay principal and interest on the Series 2021 Bonds could be affected. Refunds to Taxpayers. Pursuant to the Indenture and the Act, Pledged Property Tax Increment Revenues do not include any taxes that are placed in a reserve fund to be returned to the County for refunds of overpayments by taxpayers. If the County refunds property taxes to any taxpayer, the Authority is required to refund its proportional share of the taxes refunded. As a general rule, the County Treasurer withholds such amounts before transmitting property tax increment revenues to the Authority. The Indenture creates the Property Tax Reserve Fund; to the extent there are not sufficient property taxes due to the Authority for the County Treasurer to offset the Authority’s pro-rata share of any refunds, the Authority is required to deposit amounts into the Property Tax Reserve Fund to provide for its share of the refund. 12 Risks Inherent in Projections General. In connection with the issuance of the Series 2021 Bonds, the Authority and other parties provided certain assessed valuation information, development expectations and other information to the Market Study Preparers and to Causey Demgen & Moore P.C., which are compiled in the Market Study and the Financial Forecast. As described in more detail in “INTRODUCTION--Market Study and Financial Forecast,” the Market Study and the Financial Forecast are based on key assumptions made by the Authority and the preparers of those documents. Like any forecast, the Market Study and the Financial Forecast are inherently subject to variations in the assumed data. Actual results will vary from those projected, and such variations may be material. See “INTRODUCTION--Market Study and Financial Forecast,” “INTRODUCTION--Forward-Looking Statements.” The Market Study and the Financial Forecast attached as Appendices F and G hereto are an integral part of this Official Statement. Investors are encouraged to read the entire Official Statement, including the Market Study and the Financial Forecast, to obtain information essential to making an informed investment decision. The information presented in Appendices F and G inherently is subject to variations between the assumptions and actual results and those variations could be material. See “INTRODUCTION--Forward-Looking Statements,” “Risks Related to County Valuations Assigned to Base and Increment ” above and “Development Not Assured” below. Development Not Assured. The repayment of the Series 2021 Bonds may be dependent, in part, upon an increase in the assessed valuation of property in the Project Area to provide a tax base from which incremental property tax revenues will be generated. The increase in assessed valuation is dependent upon development within the Project Area which, in turn, is subject to completion of the Improvement Project, which provides public infrastructure necessary for certain of the developments described in the Market Study, market demand, market conditions and a variety of other factors beyond the control of the Authority. All development projections are dependent upon market activity, general economic conditions, governmental regulations, and other factors over which the Authority has no control. See the assumptions contained in Appendices F and G. Many unpredictable factors could influence the actual rate of development and construction within the Project Area, including prevailing interest rates, availability of development funding, market and economic conditions, supply of residential housing, retail and commercial office space in the area, construction costs, labor conditions and unemployment rates, access to building supplies, availability of water and water taps, availability and costs of fuel and transportation costs, among other things. There can be no assurance that Pledged Revenue from all sources will be sufficient to fully repay the Series 2021 Bonds. Risks Related to the City Replenishment Resolution General. Under the terms of the Replenishment Resolution, the City has no obligation to restore the balance in the Reserve Fund to the Reserve Fund Requirement. Further, any decision regarding replenishment of the Reserve Fund is subject to annual appropriation by the City Council and does not constitute a mandatory obligation of the City in any fiscal year. The Replenishment Resolution does not directly or indirectly obligate the City to make any 13 payments into the Reserve Fund beyond those appropriated for in any fiscal year, and the decision as to whether to appropriate such amounts is in the sole discretion of the City Council. Funding Pursuant to Replenishment Resolution Not Assured. As described in “THE CITY,” sales and use taxes are the largest source of City General Fund revenues and are likely to be the primary source of legally available revenues if the City determines to appropriate funds to replenish the Reserve Fund pursuant to the Replenishment Resolution. However, no particular funds or sources of revenue are pledged by the City pursuant to the Replenishment Resolution and the City may choose not to appropriate funds to replenish the Reserve Fund. The City is not obligated to provide funds to replenish the Reserve Fund in any year. The City may determine not to provide those funds for any reason; however, its willingness to do so may be impacted by many factors that could result in reduced General Fund revenues or increased costs of services. For example, the main source of City General Fund revenue is sales and use tax. The City has outstanding Sales and Use Tax Revenue Bonds, Series 2017A (the “2017 Bonds”), which are payable from a portion of the City sales and use tax. The City also operates a sales tax incentive program. The City may issue bonds in the future, enter into various agreements, including operating leases or lease-purchase obligations that are paid from the General Fund (or from transfers made to another fund from the General Fund). See Note 5 in the audited financial statements attached hereto as Appendix A for a description of those obligations as of December 31, 2020. Should the City experience significant increases in General Fund expenditures, or experience significant revenue reductions in future years, it may choose not to replenish the Reserve Fund pursuant to the Replenishment Resolution in favor of making payments due on those obligations. Legal Constraints on Authority Operations; Changes in Law The Authority is created by statute and exercises only limited powers. In addition, various State laws and constitutional provisions govern the assessment and collection of general ad valorem property taxes, limit revenues and spending of the State and local governments and limit rates, fees and charges imposed by such entities, including the City, the school districts and other entities overlapping the Project Area and, in some cases, the Authority. There can be no assurance that the application of such provisions, or the adoption of new provisions, will not have a material adverse effect on the affairs of the Authority or the collection of Pledged Revenues. The State legislature (the “Legislature”) has adopted legislation amending the Urban Renewal Law in the past and can be expected to do so in the future. It is possible that legislation could be enacted State which would limit the availability of tax increment financing to entities such as the Authority, reduce or eliminate the property tax which taxing jurisdictions are permitted to impose, or limit the rates authorized to be imposed. For example, the State’s constitution and statutes limit the ability of local governments to increase their mill levies beyond certain thresholds established by law. Any one or more of such occurrences may have the effect of reducing the amount of Pledged Property Tax Revenue available to pay the principal of and interest on the Series 2021 Bonds. 14 Limitations on Remedies Available to Owners of Series 2021 Bonds No Acceleration. The Indenture prohibits the acceleration of maturity of the principal of the Series 2021 Bonds in the event of a default in the payment of principal of or interest on the Series 2021 Bonds. Consequently, remedies available to the owners of the Series 2021 Bonds may have to be enforced from year to year. Bankruptcy; Federal Lien Power and Police Power. The enforceability of the Indenture and the rights and remedies of the owners of the Series 2021 Bonds and the obligations incurred by the Authority in issuing the Series 2021 Bonds are subject to applicable bankruptcy, insolvency, reorganization, moratorium, or similar laws relating to or affecting the enforcement of creditors’ rights generally, now or hereafter in effect; usual equity principles which may limit the specific enforcement under State law of certain remedies; the exercise by the United States of America of the powers delegated to it by the federal Constitution; the power of the federal government to impose liens in certain situations; and the reasonable and necessary exercise, in certain exceptional situations, of the police power inherent in the sovereignty of the State and its governmental bodies in the interest of serving a significant and legitimate public purpose. Bankruptcy proceedings or the exercise of powers by the federal or State government, if initiated, could subject the owners of the Series 2021 Bonds to judicial discretion and interpretation of their rights in bankruptcy or otherwise, and consequently may entail risks of delay, limitation or modification of their rights. Secondary Market There is no guarantee that a secondary market for the Series 2021 Bonds will be maintained by the Underwriter or others. Owners of Series 2021 Bonds should be prepared to hold the Series 2021 Bonds to maturity. 15 SOURCES AND USES OF FUNDS Sources and Uses of Funds The Authority expects to apply the proceeds from the sale of the Series 2021 Bonds in the following manner. Sources and Uses of Funds SOURCES: Amount Principal amount of Series 2021 Bonds ........................ $42,105,000 Plus: original issue premium ........................................ 8,198,367 Other available funds (1) .............................................. 626,040 Total .......................................................................... $50,929,407 USES: The Improvement Project ............................................. $36,310,977 The Refunding Project .................................................. 6,430,994 Capitalized interest (2) .................................................. 3,148,863 Deposit to Reserve Fund ............................................... 4,210,500 Costs of issuance (including Underwriter’s discount) .. 828,073 Total .......................................................................... $50,929,407 (1) Represents funds on deposit in the reserve fund for the 2018 Loan. (2) Represents an amount sufficient to pay interest on the new money portion of the Series 2021 Bonds through December 1, 2023. Source: The Underwriter. The Improvement Project The Improvement Project will include various street improvements identified by the Authority and the City, including the reconstruction of several major thoroughfares, construction of interchanges, and the construction of bike lanes. The Improvement Project will also include the construction of trails, a pedestrian bridge, landscaping, virtual impact improvements and plazas. The Refunding Project The Authority will use a portion of the Series 2021 Bond proceeds to current refund the 2018 Loan. To accomplish the Refunding Project, on the date of closing on the Series 2021 Bonds the Authority will deposit a portion of the Series 2021 Bond proceeds with BOKF, N.A., as owner of the 2018 Loan. Upon the deposit of funds with BOKF, N.A., as owner of the 2018 Loan, the 2018 Loan will be paid in full. 16 THE SERIES 2021 BONDS General The Series 2021 Bonds will be dated as of their date of delivery and will mature and bear interest as shown on the inside cover page of this Official Statement. The Series 2021 Bonds will be issued in fully registered form and initially will be registered in the name of “Cede & Co.,” as nominee for DTC. Purchases by beneficial owners of the Series 2021 Bonds (“Beneficial Owners”) are to be made in book-entry only form in the principal amount of $5,000 or any integral multiple thereof. Payments to Beneficial Owners are to be made as described below in “Book-Entry Only System” and Appendix C hereto. Payment Provisions Interest on the Series 2021 Bonds (calculated based on a 360-day year consisting of twelve 30-day months) is payable semiannually on June 1 and December 1 (each an “Interest Payment Date”), commencing June 1, 2022. The principal of any Series 2021 Bond shall be payable when due to an Owner upon presentation and surrender of such Series 2021 Bond at the Principal Corporate Trust Office of the Trustee. Interest on any Series 2021 Bond shall be paid on each Interest Payment Date by check mailed by the Trustee on that date to the Person in whose name the Series 2021 Bond is registered at the close of business on the Record Date applicable to that Interest Payment Date on the Bond Register at the address appearing therein. Notwithstanding the foregoing and while the Series 2021 Bonds are held by a Depository, interest on any Series 2021 Bond shall be paid by wire transfer in immediately available funds to the bank account number and address filed with the Trustee by such Owner or in accordance with the provisions of the Representation Letter. If and to the extent, however, that payment of interest on any Series 2021 Bond on any Interest Payment Date is not made, that interest shall cease to be payable by the Authority to the Person who was the Owner of that Series 2021 Bond as of the applicable Record Date. When moneys become available for payment of the interest, the Trustee shall establish a Special Record Date for the payment of that interest which shall be not more than 15 nor fewer than 10 days prior to the date of the proposed payment, and the Trustee shall cause notice of the proposed payment and of the Special Record Date to be mailed by first class mail, postage prepaid, to such Owner at its address as it appears on the Bond Register no fewer than 10 days prior to the Special Record Date and thereafter the interest shall be payable to the Persons who are the Owners of the Series 2021 Bonds at the close of business on the Special Record Date. The principal of and interest on the Series 2021 Bonds shall be payable in lawful money of the United States of America without deduction for the services of the Trustee. Notwithstanding the foregoing, payments of the principal of and interest on the Series 2021 Bonds will be made directly to DTC or its nominee, Cede & Co., by the Trustee, so long as DTC or Cede & Co. is the registered owner of the Series 2021 Bonds. Disbursement of such payments to DTC’s Participants is the responsibility of DTC, and disbursement of such payments to the Beneficial Owners is the responsibility of DTC’s Participants and the Indirect Participants, as more fully described herein. See “Book-Entry Only System” below. 17 Redemption Provisions Optional Redemption. The Series 2021 Bonds maturing on and prior to December 1, 2031, shall not be subject to optional redemption prior to their respective maturity dates. The Series 2021 Bonds maturing on and after December 1, 2032, shall be subject to redemption prior to their respective maturity dates at the option of the Authority, in whole or in part, in integral multiples of $5,000, and if in part in such order of maturities as the Authority shall determine and by lot within a maturity, on December 1, 2031, and on any date thereafter, at a redemption price equal to the principal amount of the Series 2021 Bonds so redeemed plus accrued interest to the redemption date, without a premium. Notice of Redemption. Notice of optional or mandatory redemption shall be given by the Trustee in the name of the Authority by sending a copy of such notice by first-class, postage prepaid mail, or in the event that the Series 2021 Bonds to be redeemed are registered in the name of the Depository, such notice may, in the alternative, be given by electronic means in accordance with the requirements of the Depository, not more than sixty nor less than thirty days prior to the redemption date to each Owner at his or her address as it last appears on the registration books kept by the Trustee, as registrar; but neither failure to give such notice nor any defect therein shall affect the redemption of any other Series 2021 Bond. Such notice shall identify the Series 2021 Bonds to be so redeemed (if less than all are to be redeemed) and the redemption date, and shall further state that on such redemption date there will become and be due and payable upon each Series 2021Bond so to be redeemed, at the Trustee, the principal amount thereof, accrued interest to the redemption date, and the stipulated premium, if any, and that from and after such date interest will cease to accrue. Notice having been given in the manner hereinabove provided, the Series 2021 Bond or Series 2021 Bonds so called for redemption shall become due and payable on the redemption date so designated; and upon presentation thereof at the Trustee, the Trustee will pay the Series 2021 Bond or Series 2021 Bonds so called for redemption. Notwithstanding the provisions described above, any notice of redemption may contain a statement that the redemption is conditioned upon the receipt by the Trustee on or before the redemption date of funds sufficient to pay the redemption price of the Series 2021 Bonds so called for redemption, and that if such funds are not available, such redemption shall be canceled by written notice to the Owners of the Series 2021 Bonds called for redemption in the same manner as the original redemption notice was delivered. Tax Covenant In the Indenture, the Authority covenants for the benefit of each Owner of the Series 2021 Bonds that it will not take any action or omit to take any action with respect to the Series 2021 Bonds, the proceeds thereof, any other funds of the Authority or the facilities financed or refinanced by the proceeds of the Series 2021 Bonds if such action or omission (i) would cause the interest on the Series 2021 Bonds to lose its exclusion from gross income for federal income tax purposes under Section 103 of the Tax Code, (ii) would cause interest on the Series 2021 Bonds to lose its exclusion from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code, or (iii) would cause interest on the Series 2021 Bonds to lose its exclusion from Colorado taxable income or Colorado alternative minimum taxable income under present Colorado law. In furtherance of this covenant, the Authority agrees to comply with the procedures set forth in the Tax Compliance Certificate (defined in Appendix B). 18 The foregoing covenant shall remain in full force and effect notwithstanding the payment in full or defeasance of the Series 2021 Bonds until the date on which all obligations of the Authority in fulfilling the above covenant under the Tax Code and Colorado law have been met. Notwithstanding any provision described above, if the Authority shall obtain an opinion of nationally recognized bond counsel that any specified action required as described above is no longer required or that some further or different action is required to maintain the tax-exempt status of interest on the Series 2021 Bonds, the Authority may conclusively rely on such opinion in complying with the requirements described above, and the covenants under the Indenture shall be deemed to be modified to that extent. Book-Entry Only System The Series 2021 Bonds will be available only in book-entry form in the principal amount of $5,000 or any integral multiple thereof. DTC will act as the initial securities depository for the Series 2021 Bonds. The ownership of one fully registered Series 2021 Bond for each maturity as set forth on the inside cover page of this Official Statement, in the aggregate principal amount of such maturity and interest rate coming due thereon, will be registered in the name of Cede & Co., as nominee for DTC. See Appendix C - Book-Entry Only System. SO LONG AS CEDE & CO, AS NOMINEE OF DTC, IS THE REGISTERED OWNER OF THE SERIES 2021 BONDS, REFERENCES IN THIS OFFICIAL STATEMENT TO THE REGISTERED OWNERS WILL MEAN CEDE & CO. AND WILL NOT MEAN THE BENEFICIAL OWNERS. Neither the Authority nor the Trustee will have any responsibility or obligation to DTC’s Direct Participants or Indirect Participants (each as defined in Appendix C), or the persons for whom they act as nominees, with respect to the payments to or the providing of notice for the Direct Participants, the Indirect Participants or the beneficial owners of the Series 2021 Bonds as further described in Appendix C to this Official Statement. 19 DEBT SERVICE REQUIREMENTS The following table sets forth the annual debt service requirements for the Series 2021 Bonds. Information for the Prior Obligations is not provided here; the funds needed to pay these obligations do not constitute Pledged Revenues. See “INTRODUCTION--Security - Prior Obligations” and THE AUTHORITY--Authority Agreements - Prior Agreements” for information about the Prior Obligations, including an illustration of amounts due under the Prior Obligations. Debt Service Requirements(1) Year Principal Interest Total 2022 $ 160,000 $ 1,875,514 $ 2,035,514 2023 1,185,000 1,761,100 2,946,100 2024 -- 1,713,700 1,713,700 2025 740,000 1,713,700 2,453,700 2026 865,000 1,684,100 2,549,100 2027 975,000 1,649,500 2,624,500 2028 1,900,000 1,610,500 3,510,500 2029 1,995,000 1,515,500 3,510,500 2030 2,165,000 1,415,750 3,580,750 2031 2,270,000 1,307,500 3,577,500 2032 2,455,000 1,194,000 3,649,000 2033 2,550,000 1,095,800 3,645,800 2034 2,925,000 993,800 3,918,800 2035 3,030,000 876,800 3,906,800 2036 3,240,000 755,600 3,995,600 2037 3,360,000 626,000 3,986,000 2038 3,580,000 491,600 4,071,600 2039 3,710,000 348,400 4,058,400 2040 5,000,000 200,000 5,200,000 Total $42,105,000 $22,828,864 $64,933,864 (1) Totals may not add due to rounding. Source: The Underwriter. 20 SECURITY FOR THE SERIES 2021 BONDS Special, Limited Obligations The Series 2021 Bonds are special, limited obligations of the Authority, equally and ratably secured by an irrevocable pledge of and lien (but not necessarily an exclusive lien) on, and payable solely from, the Trust Estate. The Trust Estate generally includes: (a) the Pledged Revenues; and (b) all of the Authority’s rights under the Cooperation Agreement. The Authority may issue Additional Bonds on a parity with the lien of the Series 2021 Bonds on the Trust Estate upon satisfaction of certain requirements described in “Additional Bonds” below. Neither the Series 2021 Bonds nor the interest thereon constitute a general obligation debt or indebtedness of the Authority, the City, the State, or any political subdivision thereof within the meaning of any provision or limitation of the constitution or laws of the State or the City Charter. The Series 2021 Bonds are not general obligations of the Authority, and do not constitute a lien on any real property. The Authority has no taxing power. The owners of the Series 2021 Bonds do not have the right to require or compel the exercise of the sales taxing power or the ad valorem property taxing power of the City or of any other taxing entity for payment of the principal of or interest on the Series 2021 Bonds. The owners of the Series 2021 Bonds may not look to the City’s General Fund or any other funds of the City or the Authority (other than the Trust Estate) for payment of the Series 2021 Bonds. Therefore, the punctual payment of the principal of and interest on the Series 2021 Bonds is dependent on the generation of Pledged Revenues in an amount sufficient to meet debt service requirements on the Series 2021 Bonds. See “CERTAIN RISK FACTORS” and “REVENUES AVAILABLE FOR DEBT SERVICE.” Pledged Revenues General. The Pledged Revenues consist primarily of the Pledged Property Tax Increment Revenues, and all income derived from the investment and reinvestment of the Revenue Fund, the Bond Fund and the Reserve Fund. The amount of Pledged Revenues collected each year is dependent on tax increment changes in excess of the established base amounts. The Property Tax Base Amount has been established for a 25 year period for the Project Area; the tax increment period ends in the year 2040. No Tax Increment may be collected in the Project Area past 2040 even for the purpose of paying any unpaid debt service. See “INTRODUCTION--Security - Pledged Revenues” for descriptions of the Pledged Property Tax Increment Revenues and applicable definitions. Also see “REVENUES AVAILABLE FOR DEBT SERVICE.” Information Related to Pledged Property Tax Increment Revenues. The Property Tax Base Amount is currently $160,691,208. However, the Property Tax Base Amount is subject to periodic adjustment as described below; the base has been adjusted over the years as illustrated in “Ad Valorem Property Tax Data” below. See “Ad Valorem Property Taxes” below for a description of the statutory provisions applicable to the levy and collection of property taxes. The Authority itself has no power to levy ad valorem property taxes to pay debt service on the Series 2021 Bonds, nor 21 may the Authority or the City compel any other taxing jurisdiction to levy any property tax. In years of general reassessment (as described in “REVENUES AVAILABLE FOR DEBT SERVICE--Ad Valorem Property Taxes”), the assessed valuation of property within the Project Area is required to be proportionately adjusted in accordance with such general reassessment. Any increase or decrease in assessed valuation which may occur as a result of such general reassessment is not attributable entirely to the property tax increment. Rather, such increase or decrease is allocated proportionately between the Property Tax Base Amount and the property tax increment so as to maintain the same ratio between the Property Tax Base Amount and the then existing property tax increment as existed prior to the reassessment. In this way, both the Authority and the overlapping taxing jurisdictions receive their proportionate share of any changes in assessed value resulting from statutorily mandated reassessments. All other changes resulting from new development and revaluations become a part of the property tax increment. However, see “CERTAIN RISK FACTORS--Risks Related to the Pledged Property Tax Increment Revenues.” The total amount of Pledged Property Tax Increment Revenues in any given year will be subject to increases or decreases in the total mill levy imposed by the overlapping taxing entities. See “CERTAIN RISK FACTORS” and “REVENUES AVAILABLE FOR DEBT SERVICE.” Reserve Fund The Series 2021 Bonds also are secured by a Reserve Fund created in the Indenture. The Reserve Fund secures only the Series 2021 Bonds (unless otherwise provided in the documents authorizing the issuance of Additional Bonds). The Reserve Fund is required to be maintained in an amount equal to the “Reserve Fund Requirement,” which will be determined on the date of issuance of the Series 2021 Bonds. The Reserve Fund Requirement is an amount equal to the least of: (a) 10% of the stated principal amount of the Series 2021 Bonds; (b) 100% of the Maximum Annual Debt Service Requirements (defined in Appendix B) on the Outstanding Bonds; or (c) 125% of the Average Annual Debt Service Requirements (defined in Appendix B) on the Outstanding Bonds. If the Reserve Fund secures Additional Bonds, the Reserve Fund Requirement will also include any additional amounts required by the documents authorizing the issuance of the Additional Bonds. See Appendix B. Upon issuance of the Series 2021 Bonds, the Reserve Fund Requirement will be $4,210,500; that amount will be funded with Series 2021 Bonds proceeds. Amounts on deposit in the Reserve Fund must be used to pay the principal and interest on the Series 2021 Bonds then coming due in the event that the amount on deposit in the Debt Service Fund is less than the amount coming due. Amounts on deposit in the Reserve Fund may also be used to make the final debt service payments due on the Series 2021 Bonds or for the purpose of discharging the Indenture by paying or providing for the payment of the Series 2021 Bonds. See Appendix B - Summary of Certain Provisions of the Indenture - Discharge of Lien. In lieu of cash, the Indenture allows the Authority to substitute a letter of credit, surety bond, insurance policy, agreement guaranteeing payment or other undertaking by a 22 financial institution in satisfaction of the Reserve Fund Requirement, after satisfaction of the requirements of the Indenture. For further information with respect to the Reserve Fund, see Appendix B - Summary of Certain Provisions of the Indenture - Reserve Fund. City’s Appropriation Covenant Any amounts appropriated by the City pursuant to the Replenishment Resolution will also be deposited in the Reserve Fund. Pursuant to the Replenishment Resolution, the City Council has made a non-binding declaration of its intent to appropriate a sufficient amount to replenish the Reserve Fund to the Reserve Fund Requirement, if necessary. While the City Council has agreed in the Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation, and is never required to do so. Pursuant to the Replenishment Resolution and the Indenture, following a draw on the Reserve Fund, if at any time the Reserve Fund is not funded at an amount equal to the Reserve Fund Requirement, and to the extent any such deficiency is not replenished from Pledged Revenues as set forth above or from another source, the Trustee shall provide written notice (“Written Notice”) to the Executive Director of the Authority and the City Manager setting forth the amount of any such deficiency and requesting that the City replenish the Reserve Fund pursuant to and as provided in the City’s Replenishment Resolution. Any such written notice shall include instructions for making the payment to the Trustee. The Replenishment Resolution provides that within 90 days after the City’s receipt of a written notice from the Trustee of a draw or a deficiency in the Reserve Fund, to the extent that such draw or deficiency has not been replenished by another source, the City shall replenish the Reserve Fund to the Reserve Fund Requirement from legally available funds of the City, subject to appropriation by the City Council in its sole discretion. Any such City payment shall be deposited in the Reserve Fund in immediately available funds pursuant to the instructions set forth in the Written Notice. In the event that the Trustee receives money from the City in excess of the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement, any such excess shall be returned to the City. While the City Council has agreed in the Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation, and is never required to do so. The Replenishment Resolution shall not create or constitute a debt, liability or multiple fiscal year financial obligation of the City. Failure by the City Council to appropriate moneys to replenish the Reserve Fund pursuant to the Replenishment Resolution shall never constitute an Event of Default under the Indenture. Any City replenishment of the Reserve Fund shall constitute a loan from the City to the Authority, to be repaid in accordance with the Cooperation Agreement. The Authority’s obligation to repay any amounts advanced by the City is subordinate and junior to the lien of the Series 2021 Bonds. See Appendix B - Summary of Certain Provisions of the Indenture--Flow of Funds. 23 Additional Bonds Additional Parity Lien Bonds. The Indenture authorizes the issuance of Additional Bonds for the purpose of providing the Authority with funds for any lawful purpose of the Authority, so long as the following requirements are met: (i) no Event of Default has occurred and is at the time continuing under the Indenture; (ii) all amounts required to be on deposit in the funds and accounts established under the Indenture are on deposit therein, or will be on deposit therein upon the issuance of such Additional Bonds; and (iii) the requirements described below (among others) have been satisfied. Prior to the issuance of Additional Bonds, the Authority must deliver a certificate of the Authority Representative, addressed to the Trustee, establishing that the Pledged Revenues for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the date of the issuance of such Additional Bonds were at least 125% of the Maximum Annual Debt Service Requirements (defined in Appendix B) of the Bonds then Outstanding, and the Additional Bonds proposed to be issued; provided, however, that any Bonds to be refunded with the proceeds of such Additional Bonds shall be excluded for purposes of the calculation. Notwithstanding the foregoing, in the case of Additional Bonds issued for the purpose of refunding less than all of the Bonds then Outstanding, compliance with the coverage test described in the prior paragraph shall not be required so long as the Debt Service Requirements payable on all Bonds Outstanding after the issuance of such Additional Bonds in each Fiscal Year does not exceed the Debt Service Requirements payable on all Bonds outstanding prior to the issuance of such Additional Bonds in each Fiscal Year. Each series of Additional Bonds issued pursuant to the Indenture shall be equally and ratably secured with the Series 2021 Bonds and all other series of Additional Bonds, if any, previously issued, without preference, priority or distinction of any such Bonds over any other thereof. Subordinate Debt. So long as no Event of Default has occurred and is at the time continuing, the Authority may issue Subordinate Obligations (defined in Appendix B) for any lawful purpose; provided however, that the documents pursuant to which any such Subordinate Obligations are issued shall not provide for acceleration of the payment of such Subordinate Obligations. No Superior Debt. The Authority shall not issue bonds or other securities payable from the Pledged Revenues that have a lien on all or a portion of the Pledged Revenues that is prior and superior to the lien thereon of the Series 2021 Bonds without the prior written consent of the owners of 100% of the aggregate principal amount of the Outstanding Bonds. 24 REVENUES AVAILABLE FOR DEBT SERVICE General The Pledged Property Tax Increment Revenues are the primary sources of revenues available to pay debt service on the Series 2021 Bonds. Descriptions of the property tax and related data are presented below. Ad Valorem Property Taxes COVID-19 Information. In 2020, the Governor, State agencies and the General Assembly took several actions in response to COVID-19 that impacted the administration of property taxes, such as extending filing deadlines, extending deadlines for the payment of property taxes and authorizing county treasurers to waive delinquent interest on late property tax payments for a period of time. It is not possible to know whether Governor Polis will issue additional executive orders authorizing county treasurers to extend payment deadlines and waive interest. There is no guarantee that additional executive orders or legislation deferring the payment of property taxes to a later date, permanently waiving interest, or forgiving property tax liability in its entirety will occur and, if these or similar measures are adopted into law, the receipt of property taxes by the District may be delayed or reduced, and such reduction could be material. Property Subject to Taxation. Subject to the limitations imposed by Article X, Section 20 of the State constitution (the Taxpayers Bill of Rights or “TABOR”), the governing body of each of the entities overlapping the Authority has the power to certify to the Jefferson County Board of County Commissioners (the “Commissioners”) a levy for collection of ad valorem taxes against all taxable property within the Plan Area. Property taxes are uniformly levied against the assessed valuation of all property subject to taxation by the Authority. Both real and personal property are subject to taxation, but there are certain classes of property which are exempt. Exempt property includes, but is not limited to: property of the United States of America; property of the State and its political subdivisions; public libraries; public school property; property used for charitable or religious purposes; nonprofit cemeteries; irrigation ditches, canals, and flumes used exclusively to irrigate the owner’s land; household furnishings and personal effects not used to produce income; intangible personal property; inventories of merchandise and materials and supplies which are held for consumption by a business or are held primarily for sale; livestock; agricultural and livestock products; and works of art, literary materials and artifacts on loan to a political subdivision, gallery or museum operated by a charitable organization. The State Board of Equalization supervises the administration of all laws concerning the valuation and assessment of taxable property and the levying of property taxes. Assessment of Property. Taxable property is first appraised by the County Assessor of the County (the “County Assessor’) to determine its statutory “actual” value. This amount is then multiplied by the appropriate assessment percentage to determine each property’s assessed value. The mill levy of each taxing entity is then multiplied by this assessed value to determine the amount of property tax levied upon such property by such taxing entity. Each of these steps in the taxation process is explained in more detail below. 25 Determination of Statutory Actual Value. The County Assessor annually conducts appraisals in order to determine, on the basis of statutorily specified approaches, the statutory “actual” value of all taxable property within the County as of January 1. Most property is valued using a market approach, a cost approach or an income approach. Residential property is valued using the market approach, and agricultural property, exclusive of building improvements thereon, is valued by considering the earning or productive capacity of such lands during a reasonable period of time, capitalized at a statutory rate. The statutory actual value of a property is not intended to represent its current market value, but, with certain exceptions, is determined by the County Assessor utilizing a “level of value” ascertained for each two-year reassessment cycle from manuals and associated data published by the State Property Tax Administrator for the statutorily-defined period preceding the assessment date. Real property is reappraised by the County Assessor’s office every odd numbered year. The statutory actual value is based on the “level of value” for the period one and one-half years immediately prior to the July 1 preceding the beginning of the two-year reassessment cycle (adjusted to the final day of the data-gathering period). For example, values for levy year 2019 (collection year 2020) were based on an analysis of sales and other information for the period January 1, 2017 to June 30, 2018. The following table sets forth the State Property Appraisal System for property tax levy years 2016 through 2021. Collection Year Levy Year Value Calculated As Of Based on the Market Period 2017 2016 July 1, 2014 Jan. 1, 2013 to June 30, 2014 2018 2017 July 1, 2016 Jan. 1, 2015 to June 30, 2016 2019 2018 July 1, 2016 Jan. 1, 2015 to June 30, 2016 2020 2019 July 1, 2018 Jan. 1, 2017 to June 30, 2018 2021 2020 July 1, 2018 Jan. 1, 2017 to June 30, 2018 2022 2021 July 1, 2020 Jan. 1, 2019 to June 30, 2020 The County Assessor may consider market sales from more than one and one-half years immediately prior to July 1 if there were insufficient sales during the stated market period to accurately determine the level of value. Oil and gas leaseholds and lands, producing mines and other lands producing nonmetallic minerals are valued based on production levels rather than by the base year method. Public utilities are valued by the State Property Tax Administrator based upon the value of the utility’s tangible property and intangibles (subject to certain statutory adjustments), gross and net operating revenues and the average market value of its outstanding securities during the prior calendar year. Determination of Assessed Value. Assessed valuation, which represents the value upon which ad valorem property taxes are levied, is calculated by the County Assessor as a percentage of statutory actual value. The percentage used to calculate assessed valuation differs depending upon the classification of each property. Residential Property. Prior to tax levy year 2021, the residential assessment rate was adjusted every two years in connection with the general reassessment of property described in “Determination of Statutory Actual Value” above. This adjustment was mandated by a provision of the State constitution (the “Gallagher Amendment”) to avoid 26 extraordinary increases in residential real property taxes when the base year level of value changed. As a result of application of the Gallagher Amendment and TABOR, the residential assessment ratio declined each year since 1989 (when the residential assessment rate was 15% of statutory actual value); for levy years 2019 and 2020, the residential assessment rate was 7.15%. The residential assessment rate cannot increase above 7.15% without the approval of Colorado voters due to the provisions of TABOR. In November 2020, the State’s voters approved a referred measure to repeal the Gallagher Amendment (the “Repeal”). The General Assembly is now responsible for setting future residential assessment rates. In its 2021 session, the General Assembly adopted legislation (“SB21-293”) temporarily reducing the residential assessment rate for the next two years (levy years 2021 and 2022) and designating multifamily residential property as a new subclass of residential property. Pursuant to SB21-293, the residential assessment rate for all residential property other than multifamily residential property is temporarily reduced to 6.95% for levy years 2021 and 2022, and the multifamily residential rate is temporarily reduced to 6.8%, unless a statutory initiative (the “Initiative”) is approved by voters at the November 2021 election, in which case, the multifamily residential property tax rate will be reduced to 6.5% pursuant to the terms of the Initiative. Non-residential property. Prior to tax levy year 2021, all non- residential taxable property, with certain specified exceptions, was assessed at 29% of its statutory actual value. Producing oil and gas property were generally assessed at 87.5% of the selling price of the oil and gas. The commercial assessment rate cannot increase above 29% without the approval of Colorado voters due to the provisions of TABOR. Pursuant to the Repeal, the General Assembly is also now responsible for setting future commercial assessment rates. Pursuant to SB21-203, classified agricultural property, lodging property and renewable energy production property will be new subclasses of nonresidential property. The commercial assessment rate for agricultural and renewable energy property is temporarily reduced to 26.4% for levy years 2021 and 2022. All other commercial rates remain at 29%; however, if the Initiative passes at the 2021 election, the commercial rate on lodging property will be reduced to 26.4% in accordance with its terms. Protests, Appeals, Abatements and Refunds. Property owners are notified of the valuation of their land or improvements, or taxable personal property and certain other information related to the amount of property taxes levied, in accordance with statutory deadlines. Property owners are given the opportunity to object to increases in the statutory actual value of such property, and may petition for a hearing thereon before the County’s Board of Equalization. Upon the conclusion of such hearings, the County Assessor is required to complete the assessment roll of all taxable property and, no later than August 25th each year, prepare an abstract of assessment therefrom. The abstract of assessment and certain other required information is reviewed by the State Property Tax Administrator prior to October 15th of each year and, if necessary, the State Board of Equalization orders the County Assessor to correct assessments. The valuation of property is subject to further review during various stages of the assessment process at the request of the property owner, by the State Board of Assessment Appeals, the State courts or by arbitrators appointed by the Commissioners. On the report of an erroneous assessment, an abatement or refund must be authorized by the Commissioners; 27 however, in no case will an abatement or refund of taxes be made unless a petition for abatement or refund is filed within two years after January 1 of the year in which the taxes were levied. Refunds or abatements of taxes are prorated among all taxing entities which levied a tax against the property. Statewide Review. The Legislature is required to cause a valuation for assessment study to be conducted each year in order to ascertain whether or not county assessors statewide have complied with constitutional and statutory provisions in determining statutory actual values and assessed valuations for that year. The final study, including findings and conclusions, must be submitted to the Legislature and the State Board of Equalization by September 15th of the year in which the study is conducted. Subsequently, the Board of Equalization may order a county to conduct reappraisals and revaluations during the following property tax levy year. Accordingly, the Authority’s assessed valuation may be subject to modification following any such annual assessment study. Homestead/Disabled Veterans Property Tax Exemptions. The Colorado Constitution provides property tax exemptions for qualifying senior citizens (adopted in 2000) and for disabled veterans (adopted in 2006). The senior citizen provision provides that for property tax collection years 2007 and later (except that the exemption was suspended for collection years 2009 to 2012), the exemption is equal to 50% of the first $200,000 of actual value of residential real property that is owner-occupied if the owner or his or her spouse is 65 years of age or older and has occupied such residence for at least 10 years. The disabled veterans provision provides that for property tax collection years 2008 and later, the same exemption is available to homeowners who have served on active duty in the U.S. Armed Forces and who are rated 100% permanently disabled by the federal government due to a service-connected disability. The State is required to reimburse all local governments for the reduction in property tax revenue resulting from these exemptions; therefore, it is not expected that this exemption will result in the loss of any property tax revenue to the Authority. There is no assurance, however, that the State reimbursement will be received in a time period which is sufficient to replace the reduced property tax revenue. Taxation Procedure. The County Assessor is required to certify to the Authority (and each taxing entity overlapping it) the assessed valuation of property within the entity no later than August 25th of each year. Subject to the limitations of TABOR, based upon the valuation certified by the County Assessor, the governing body of each overlapping entity computes a rate of levy which, when levied upon every dollar of the valuation for assessment of property subject to the entity’s property tax, and together with other legally available revenues, will raise the amount required by the taxing entity in its upcoming fiscal year. The taxing entity subsequently certifies to the Commissioners the rate of levy sufficient to produce the needed funds. Such certification must be made no later than December 15th of the property tax levy year for collection of taxes in the ensuing year. The property tax rate is expressed as a mill levy, which is the rate equivalent to the amount of tax per one thousand dollars of assessed valuation. For example, a mill levy of 25 mills would impose a $250 tax on a parcel of property with an assessed valuation of $10,000. The Commissioners levies the tax on all property subject to taxation by the entities overlapping the Authority (including those in the Project Area). By December 22nd of each year, the Commissioners must certify to the County Assessor the levy for all taxing entities within the applicable county. If the Commissioners fail to so certify, it is the duty of the County 28 Assessor to extend the levies of the previous year. Further revisions to the assessed valuation of property may occur prior to the final step in the taxing procedure, which is the delivery by the County Assessor of the tax list and warrant to the County Treasurer. Property Tax Collections. Taxes levied in one year are collected in the succeeding year. Thus, taxes certified in 2020 are being collected in 2021. Taxes are due on January 1st in the year of collection; however, they may be paid in either one installment (not later than the last day of April) or in two equal installments (not later than the last day of February and June 15th) without interest or penalty. Interest accrues on unpaid first installments at the rate of 1% per month from March 1 until the date of payment unless the whole amount is paid by April 30. If the second installment is not paid by June 15, the unpaid installment will bear interest at the rate of 1% per month from June 16 until the date of payment. Notwithstanding the foregoing, if the full amount of taxes is to be paid in a single payment after the last day of April and is not so paid, the unpaid taxes will bear penalty interest at the rate of 1% per month accruing from the first day of May until the date of payment. The County Treasurer collects current and delinquent property taxes, as well as any interest or penalty, and after deducting a statutory fee for such collection, remits the revenue to the Authority. All taxes levied on property, together with interest thereon and penalties for default, as well as all other costs of collection, constitute a perpetual lien on and against the property taxed from January 1st of the property tax levy year until paid. Such lien is on a parity with the tax liens of other general taxes. It is the County Treasurer’s duty to enforce the collection of delinquent real property taxes by tax sale of the tax lien on such realty. Delinquent personal property taxes are enforceable by distraint, seizure, and sale of the taxpayer’s personal property. Tax sales of tax liens on realty are held on or before the second Monday in December of the collection year, preceded by a notice of delinquency to the taxpayer and a minimum of four weeks of public notice of the impending public sale. Sales of personal property may be held at any time after October 1st of the collection year following notice of delinquency and public notice of sale. There can be no assurance that the proceeds of tax liens sold, in the event of foreclosure and sale by the County Treasurer, would be sufficient to produce the amount required with respect to property taxes levied by the Authority and property taxes levied by overlapping taxing entities, as well as any interest or costs due thereon. Further, there can be no assurance that the tax liens will be bid on and sold. If the tax liens are not sold, the County Treasurer removes the property from the tax rolls and delinquent taxes are payable when the property is sold or redeemed. When any real property has been stricken off to a county and there has been no subsequent purchase, the taxes on such property may be determined to be uncollectible after a period of six years from the date of becoming delinquent and they may be canceled by the Commissioners after that time. Potential for Overlap with Tax Increment Authorities. Colorado law allows the formation of public highway authorities. Pursuant to statute, the board of directors of a public highway authority is entitled to designate areas within the authority’s boundaries as “value capture areas” to facilitate the financing, construction, operation or maintenance of highways constructed by the authority; an authority is entitled to capture a portion of the property taxes in such an area to support these purposes. No public highway authority value capture area currently exists within the County. If a public highway authority were to be formed and a value capture area implemented in the future, it is impossible to predict the terms of the plan, including whether it would negatively impact the Authority’s property tax revenues. 29 Similarly, the State law allows the formation of urban renewal authorities and downtown development authorities in areas which have been designated by the governing bodies of municipalities as blighted areas. None of the property in the Authority currently is located within the boundaries of an urban renewal or downtown development authority. With respect to the property included in the boundaries of such entities created in the future and subject to a renewal plan, the assessed valuation of taxable property that does not increase beyond the amount existing in the year prior to the adoption of the redevelopment plan (other than by means of the general reassessment). Any increase above the “base” amount is paid to the applicable taxable entity. Ad Valorem Property Tax Data The following table sets forth a five-year history of the total assessed valuation in the Project Area, the amount of such valuation allocable to the Property Tax Base Amount and the amount allocable to the incremental assessed valuation. The table also includes information regarding a sample overlapping mill levy for the Project Area. Numerous entities located wholly or partially within the Project Area are authorized to levy taxes on property located within the Project Area. For example, according to the Jefferson County Assessor, the lowest total mill levy imposed in 2020 (to be collected in 2021) on a taxpayer located in the Project Area is 76.528 and the highest is 177.068. However, pursuant to the West Metro Agreement (defined and described below), the Authority has agreed to share a portion of the property tax increment with West Metro (100% of the property tax generated by the West Metro Mill Levy and collected in specified developments and 50% of those revenues in the remaining areas of West Metro that overlap the Project Area); those revenues do not constitute Pledged Property Tax Increment Revenues. History of Assessed Valuations and Mill Levies in the Project Area Assessed Valuation Levy/ Collection Year Total Assessed Valuation in Tax Increment Area(1) Percent Change Valuation Allocable to Base Valuation Allocable to Increment Sample Tax Increment Mill Levy(2) 2016/2017 $113,651,768 -- $109,899,903 $ 1,617,790 90.4300 2017/2018 139,881,148 23.1% 134,850,391 2,312,583 84.5957 2018/2019 140,275,942 0.3 135,046,009 2,507,504 92.8140 2019/2020 162,776,740 16.0 155,468,128 7,308,612 90.1990 2020/2021 170,802,032 4.9 160,691,208 10,110,824 91.4750 2021/2022(3) 195,412,496 14.4 181,050,785 14,361,711 n/a (1) In some years, the total assessed valuation does not equal the valuation allocable to the Property Tax Base Amount plus the amount allocable to the incremental assessed valuation. This is the result of negative values related to demolition, lack of new construction or the reclassification of properties as exempt from taxation. (2) Represents a sample mill levy that may be imposed by jurisdictions that overlap the Project Area. See “Sample Mill Levies Affecting Property Owners within the Project Area” below. (3) Preliminary figures as of August 25, 2021. The final assessed values will not be certified until approximately December 10, 2021. The 2021/2022 mill levy will not be certified until approximately December 15, 2021. Source: Jefferson County Assessor’s Office. The following table sets forth a history of the Project Area’s ad valorem tax increment collections. 30 Property Tax Increment Collections Levy/Collection Year Current Tax Collections(1) 2015/2016 $ 61,552 2016/2017 145,488 2017/2018 203,727 2018/2019 220,012 2019/2020 582,602 2020/2021(2) 947,466 (1) The County Treasurer’s collection fees have not been deducted from these amounts. Figures do not include interest, fees and penalties. (2) Collections through August 31, 2021. Sources: The City of Wheat Ridge and the Jefferson County Treasurer’s Office The following table sets forth the assessed valuation of specific classes of real and personal property within the Project Area based upon the Project Area’s 2021 assessed valuation. As shown below, commercial property accounts for the largest percentage of the Project Area’s assessed valuation, and therefore it is anticipated that owners of commercial property will pay the largest percentage of ad valorem property taxes. 2021 Preliminary Assessed Valuation of Classes of Property in the Project Area Class Total Assessed Valuation(1) Percent of Total Assessed Valuation Commercial $129,859,551 66.46% Industrial 36,052,875 18.45 Residential 14,985,435 7.67 Vacant Land 11,476,895 5.87 State Assessed 3,036,431 1.55 Agricultural 1,134 0.00 Natural Resources 175 0.00 TOTAL $195,412,496 100.00% (1) Preliminary figures as of August 25, 2021. The final assessed values will not be certified until approximately December 10, 2021. Source: Jefferson County Assessor’s Office. Based upon the most recent information available from the County, the following table represents the ten largest taxpayers within the Project Area. A determination of the largest taxpayers can be made only by manually reviewing individual tax records. Therefore, it is possible that owners of several small parcels may have an aggregate assessed value in excess of those set forth in the following chart. Furthermore, the taxpayers shown in the chart may own additional parcels within the Project Area not included herein. No independent investigation has been made of and consequently there can be no representation as to the financial conditions of the taxpayers listed below or that such taxpayers will continue to maintain their status as major taxpayers in the Project Area. Investors should note that the County Assessor has not provided information with respect to all of the largest property taxpayers within the Project Area, including Rocky 31 Mountain Bottle, which is discussed in the Market Study. The Authority continues to consult with the County regarding its top taxpayers and the increment associated with those entities. It is possible that while certain of those entities have larger assessed values they may generate less incremental property tax revenue within the Project Area. Ten Largest Taxpayers within the Project Area Taxpayer Name Industry 2020 Assessed Valuation Percentage of Total Assessed Valuation(1) Public Service Co. of Colorado Utilities $ 2,652,598 1.55% MVG Kipling Ridge LLC Retail Center 2,497,146 1.46 Terrapin Wheat Ridge LLC Accommodations 2,464,275 1.44 Calico Wheat Ridge LLC Residential rental, mgt. & investment 2,231,682 1.31 KRM Inc. Equipment 1,697,884 1.00 Denver West Lodging LLC Accommodations 1,183,421 0.69 Sisters of Charity of Leavenworth Health System Inc. Healthcare 1,170,266 0.69 MS Wheat Ridge Co. LLC Long-term care 1,099,883 0.64 Carol Peck Living Trust Retail center 1,042,405 0.61 Circle K Stores Inc. Convenience 696,903 0.41 TOTAL $16,736,463 9.80% (1) Based on the 2020 assessed valuation of $170,802,032. Source: Jefferson County Assessor’s Office. Sample Mill Levies Affecting Property Owners within the Project Area Owners of property within the Project Area are obligated to pay taxes to other taxing entities in which their property is located. As a result, property owners within the Project Area’s boundaries may be subject to different mill levies depending upon the location of their property. The following table reflects a sample mill levy that may be imposed on certain properties within the Project Area and is not intended to portray the mills levied against all properties within the Project Area. Property owners within the Project Area may be subject to a larger or smaller total mill levy than the sample given in the following table. 32 Sample Mill Levies Affecting Property Owners within the Project Area Taxing Entity(1) 2020 Mill Levy(2) Jefferson County School District No. R-1 47.038 Jefferson County 24.578 Arvada Fire Protection District 14.947 Fruitdale Sanitation District 2.082 City of Wheat Ridge 1.830 Urban Drainage and Flood Control District(3) 0.900 Urban Drainage and Flood Control District – South Platte Levy(3) 0.100 Total Sample Mill Levy 91.475 (1) Regional Transportation District and Valley Water District also overlap the Project Area, but do not assess a mill levy. (2) One mill equals 1/10 of one cent. Mill levies certified in 2020 are for the collection of ad valorem property taxes in 2021. The 2021/2022 mill levy will not be certified until approximately December 15, 2021. (3) Now known as the Mile High Flood District. Source: Jefferson County Assessor’s Office. Estimated Overlapping General Obligation Debt Certain taxing entities whose boundaries are within or partially within the Project Area are authorized to incur general obligation debt. The following table sets forth the estimated overlapping general obligation debt chargeable to property owners within the Project Area as of the date of this Official Statement. Additional taxing entities may overlap the Project Area in the future. 33 Estimated Overlapping General Obligation Debt Entity(1) 2020 Assessed Valuation(2) Outstanding General Obligation Debt Outstanding General Obligation Debt Chargeable to the Project Area(3) Percent Debt Apex Park and Recreation District $2,023,847,246 $22,160,000 0.00% $ -0- Fairmount Fire Protection District 408,373,945 575,199 0.18 1,035 Hance Ranch Metropolitan District(4) 550,975 2,602,000 100.00 2,602,000 Jefferson County School District No. R-1 10,700,143,345 812,290,000 1.60 12,996,640 Prospect Recreation and Park District 358,131,760 7,700,000 2.17 167,090 Ward TOD Metropolitan District No. 1(4) 1,570,798 6,453,000 100.00 6,453,000 West Metro Fire Protection District 4,887,744,346 19,125,000 1.09 208,463 TOTAL $22,428,228 (1) The following entities also overlap the Project Area, but have no reported general obligation debt outstanding: Applewood Sanitation District; Arvada Fire Protection District; Clear Creek Valley Water and Sanitation District; Fruitdale Sanitation District; Jefferson County; Longs Peak Metropolitan District; Moffat Tunnel Improvement District; North Table Mountain Water and Sanitation District; Northwest Lakewood Sanitation District; Regional Transportation District; Ridge at Ward Station Metropolitan District No 1; Urban Drainage and Flood Control District; Urban Drainage and Flood Control District - South Platte Levy; Valley Water District; Ward TOD Metropolitan Districts Nos. 2 and 3; Westridge Sanitation District; City of Wheat Ridge; Wheat Ridge Sanitation District; and Wheat Ridge Water and District. (2) Assessed values certified in 2020 are for collection of ad valorem property taxes in 2021. (3) The percentage of each entity’s outstanding debt chargeable to the Project Area is calculated by comparing the assessed valuation of the portion overlapping the Project Area to the total assessed valuation of the overlapping entity. To the extent the Project Area’s assessed valuation changes disproportionately with the assessed valuation of overlapping entities, the percentage of debt for which property owners within the Project Area are responsible will also change. (4) This district’s debt consists of limited tax general obligation bonds or loans secured by a required mill levy, specific ownership taxes, and other moneys legally available for debt service. Sources: Assessors’ Offices of Douglas and Jefferson Counties; Assessor’s Office of the City and County of Broomfield; and individual taxing entities. Budget Summary and Comparison Set forth in the following table is a comparison of the 2020 and 2021 budgets for the Wheat Ridge Urban Renewal Fund, as compared to actual, interim (unaudited) revenues and expenditures for the eight-month periods ended August 31, 2020 and 2021. The table is presented in budgetary (legal) format and is not intended to conform to GAAP. In addition, this table does not indicate beginning or ending fund balances, a portion of which is available and may be appropriated for expenditure in each year. For a representation of fund balances, see the table in “History of Revenues, Expenditures and Changes in Fund Balance” below. Finally, this table represents all of the activity for all of the City’s urban renewal areas; it is not limited to the activity in the Plan Area. 34 Budget to Actual Comparison - Wheat Ridge Urban Renewal Authority Fund 2020 Final Budget 2020 Actual Through (8/31/20)(1) 2021 Budget 2021Actual Through (8/31/21)(1) Revenues Property Tax Increment $916,000 $1,129,813 $660,000 $1,783,548 Sales Tax Increment 612,595 387,456 612,595 404,994 Intergovernmental 300,000 300,000 300,000 - Investment earnings Proceeds from the Sales of Land 13,000 355,219 9,531 - 13,000 355,219 1,823 - Total revenues $2,196,814 $1,826,800 $1,940,814 $2,190,365 Expenditures Current: Community Development $194,600 $19,641 $194,600 $27,006 Capital outlay 1,279,000 659,004 2,857,000 226,565 Debt service Principal 2,295,000 - 305,000 - Interest 980,000 315,379 860,000 310,799 Total $4,748,600 $994,024 $4,216,600 $564,370 Revenues less expenditures $(2,551,786) $832,776 $2,275,786 $1,625,995 (1) Unaudited, interim information only. Sources: The City. History of Revenues, Expenditures and Changes in Fund Balance General. The Authority is a component unit of the City for accounting purposes and its funds are included in the City’s audited financial statements. No separate audited financial statements are available for the Authority. The activities of the Authority with respect to the Project Area are recorded in the Wheat Ridge Urban Renewal Authority Fund (the “WRURA Fund”), which accounts for activity in all of the City’s Plan Areas. The WRURA Fund is an enterprise fund used to account for debt service and capital improvements within the Project Area that are financed by bond proceeds or by current resources, including Pledged Property Tax Increment Revenues, incremental sales tax revenues (which are not pledged to the Series 2021 Bonds), intergovernmental revenue and investment income. The City’s audited basic financial statements for the year ended December 31, 2020, including the financial statements for the WRURA Fund, are attached to this Official Statement as Appendix A. Those financial statements represent the most recent audited financial statements for the City and for the Authority. The City’s audited financial statements are attached to this Official Statement because the financial activity of the Authority is included in them. The Series 2021 Bonds are payable only from the Trust Estate. Inclusion of the City’s financial statements does not indicate that the Series 2021 Bonds are payable from any revenues shown therein, other than the Pledged Revenues. 35 History of Revenues, Expenditures, and Changes in Fund Balance. The following table provides a comparative history of revenues, expenditures and changes in fund balance in the WRURA Fund for fiscal years 2016 through 2020. The information in this table has been derived from the audited financial information presented in the City’s audited financial statements for each of those years. The information should be read together with the City’s 2020 basic audited financial statements (and accompanying notes) appearing in Appendix A. The City’s audited financial statements for preceding years may be obtained from the sources noted in “INTRODUCTION--Additional Information.” WRURA Fund - History of Revenues, Expenditures and Changes in Fund Balances 2016 2017 2018 2019 2020 Revenues Property Tax Increment $ 89,645 $319,541 $402,436 $470,702 $1,171,292 Sales Tax Increment (1) 555,853 502,936 574,602 726,585 870,716 Intergovernmental 300,000 300,000 300,000 300,000 300,000 Investment earnings 635 850 2,264 74,832 10,950 Miscellaneous -- 106,920 28,495 -- -- Total revenues 946,133 1,230,247 1,307,797 1,572,119 2,352,958 Expenditures Current: Community Development 36,451 60,860 48,006 127,720 31,478 Capital outlay (1) 44,164 716,526 478,501 5,723,249 2,337,607 Debt service Principal 265,000 275,000 280,000 285,000 295,000 Interest 74,102 65,007 56,290 305,066 334,971 Total Expenditures 419,717 1,117,393 862,797 6,441,035 2,999,056 Excess of revenues over (under) expenditures 526,416 112,854 445,000 (4,868,916) (646,098) Other Financial Sources Debt proceeds -- -- 6,375,000 -- -- Proceeds from sale of property -- 44,781 -- -- -- Total Other Financing Sources -- 44,781 6,375,000 -- -- Net Change in Fund Balance (1) 526,416 157,635 6,820,000 (4,868,916) (646,098) Fund balances-January 1 908,657 1,435,073 1,592,708 8,412,708 3,543,792 Fund balances-December 31 $1,435,073 $1,592,708 $8,412,708 $3,543,792 $2,897,694 (1) The negative “Net Change in Fund Balance” in 2019 and 2020 were due to capital expenditures in another plan area. Source: Derived from the City’s audited financial statements for the years ended December 31, 2016 - 2020. 36 THE AUTHORITY General The Authority was created by the City Council of the City (the “City Council”) in 1977, and is a body corporate duly organized and existing as an urban renewal authority established pursuant to the Act for the purpose of undertaking certain urban renewal activities within the City. The Authority is branded as “Renewal Wheat Ridge.” The boundaries of the Authority are coterminous with the boundaries of the City. The Authority has five existing urban renewal areas; however, only the area covered by the I-70/Kipling Corridors Urban Renewal Plan generates Pledged Revenues. Any revenue generated in the other four plan areas is available only for projects or obligations in those particular areas. The Plan Area. The City Council originally adopted the Plan in May 2009; the Plan was amended in 2014 to add a tax increment provision in order to allow the Authority to collect tax increment on the area governed by the I-70/Kipling Corridors Urban Renewal Area (the “Plan Area” or the “Project Area”), and in 2015 underwent a “substantial modification” (as that term is used in the Act) to authorize the use of tax increment financing within the Project Area. The Plan was also amended in 2015 to add a tax increment provision in order to allow the Authority to collect tax increment on the entire Plan Area. The boundaries of the Project Area generally include properties roughly following a U-shaped corridor that runs north along Interstate 70 beginning at 32nd Avenue, then east along I-70 until Kipling Street and finally South along Kipling Street until 26th Avenue. See the “I- 70/KIPLING CORRIDOR PLAN AREA MAP” on page -v- of this Official Statement. The Project Area contains 1,189 total acres (including streets and rights-of-way); approximately 812 acres lie within 649 real property parcels. Powers of the Authority Pursuant to the Act, the Authority is a separate public body politic and corporate and is authorized to exercise broad governmental powers in planning and implementing redevelopment projects. Its powers include the authority to acquire, rehabilitate, administer and sell or lease property. When necessary, the Authority may exercise the right of eminent domain to facilitate acquisition of property and has the power to issue obligations or incur other debt for the purpose of financing the cost of its redevelopment activities and operations. The Authority can cause pavements, sidewalks and other public facilities to be built and installed. The Authority can further prepare for use as a building site any real property which it owns or acquires. The Authority may pay, out of any funds made available to the Authority for such purposes, all or part of the value of land and the cost of buildings, facilities, structures or other improvements to be publicly owned and operated, provided that such improvements are of benefit to the Project Area. The Authority must sell or lease remaining property which the Authority acquires within the Project Area at fair value for redevelopment in conformity with the Plan, and may further specify a period within which such redevelopment must begin and be completed or may specify other requirements as it determines to be in the public interest. 37 Governing Body The administration of the Authority is under the direction of the Mayor and the City Council. Board members are appointed by the Mayor and approved by the City Council. Board members serve five-year staggered terms. The Board holds meetings as necessary on the first and third Tuesdays of the month. Board members are entitled to one vote on all questions submitted to the Authority when a quorum (a majority of members) is present. Passage of resolutions and motions requires the affirmative vote of a majority of the Board members present at the Authority meeting. Board members receive no compensation for services in connection with the Authority, but are entitled to necessary expenses incurred in the performance of their duties. The present Board members, their principal occupations and their terms of office are set forth below. Name and Title Principal Occupation Term Expires Walt Pettit, Board Chair Retired 3/2023 Shane Nicholson, Board Vice Chair Business Owner 3/2023 Janeece Hoppe, City Council Representative Business Owner n/a Celeste Tanner, Commissioner Private Business 3/2024 Kristi Davis, Commissioner Hospital employee 3/2023 Marcia Hughes, Commissioner Independent Contractor 3/2024 Christopher Bird, Commissioner Consultant 3/2026 Administration and Employees Administration. The Board is responsible for the overall management and administration of the affairs of the Authority. However, the day-to-day operations of the Authority are conducted by the Executive Director. Executive Director - Steve Art. Steve Art is the Economic Development Manager for the City and the Executive Director of the Authority. He has been with the City for over 10 years. Mr. Art is responsible for creating and administering the annual budget for the Authority. He also runs and coordinates all Authority meetings. Mr. Art works regionally with the area Economic Development professionals and is a past board member for the Economic Development Council of Colorado. Mr. Art also sits on the Jefferson County Economic Development Corporations and Jefferson County Business Resource Centers Board of Directors as well as other State and regional groups promoting economic development. He is also the lead for Downtown Colorado’s Urban Renewal’s efforts throughout the State. Employees. The Authority has no full-time employees. Pursuant to the Cooperation Agreement, City administrators and staff provide assistance to the Authority in carrying out its operations. See “Authority Agreements - Cooperation Agreement” below. See “THE CITY AND CITY FINANCIAL INFORMATION” for information on the City’s employees, benefits and pension information. Authority Agreements The Authority is a party to several agreements including the Cooperation Agreement and the Prior Obligations. Those agreements are described below. The Authority is subject to other 38 agreements with respect to other project areas; however, those do not apply to the Project Area and are not discussed below. Cooperation Agreement. The City and the Authority have entered into the Cooperation Agreement to assist the Authority in its operations and activities. In the Cooperation Agreement, the City agrees to assist the Authority by making available such employees of the City as may be necessary and appropriate to assist the Authority in carrying out any authorized duty or activity of the Authority pursuant to the Act, the Plan, or any other lawfully authorized duty or activity of the Authority. The City agrees to pay to the Authority any Pledged Property Tax Increment Revenues when, as, and if received by the City, but which are due and owing to the Authority pursuant to the Plan and the Act. Repayment of amounts loaned by the City to the Authority, including amounts under the Replenishment Resolution, are subordinate to the Authority’s obligations for the repayment of any bonded indebtedness, including the Series 2021 Bonds. West Metro Fire Protection District Tax Increment Sharing Agreement. The Authority and the West Metro Fire Protection District (“West Metro”) have entered into an Intergovernmental Agreement for Tax Increment Revenue Sharing dated as of August 18, 2018 (the “West Metro Agreement”). Pursuant to the West Metro Agreement, the Authority has agreed to share 50% of the property tax increment generated by West Metro’s mill levy in the areas that overlap the Authority. In addition, as successor to a previous agreement with the Wheat Ridge Fire Protection District, West Metro will continue to receive 100% of the property tax increment generated by the West Metro mill levy and collected in specified developments (Perrin’s Row, Corners at Wheat Ridge, West End 38 and Kipling Ridge. None of those areas are within the Project Area. The property tax increment revenue shared with West Metro do not constitute Pledged Property Tax Increment Revenues. Prior Agreements. As defined in “INTRODUCTION--Security,” the Authority has entered into the Prior Obligations; the property tax increment revenue to be applied to those obligations is excluded from the definition of Pledged Property Tax Increment Revenues and accordingly, will be paid prior to the payment of debt service on the Series 2021 Bonds. Each agreement is secured by property tax increment (and in some cases, both property tax and sales tax increment) generated within specified areas of the Project Area. The following table sets forth information about the Prior Agreements, including the amounts to be paid under each agreement. Investors are reminded that the amount of property tax increment revenue required to be paid pursuant to each of the Prior Agreements will not constitute Pledged Property Tax Increment Revenue. The property tax increment amounts payable under each agreement are derived from the specific redevelopment project that is the subject of the applicable agreement. This means that portions of the property tax increment revenue derived from the Plan Area will be used to pay the Prior Obligations before any property tax increment revenue is available to pay the Series 2021 Bonds. 39 Na m e o f A g r e e m e n t So u r c e o f P a y m e n t /S i z e o f P a r c e l Or i g i n a l A m o u n t Am o u n t Re m a i n i n g Te r m i n a t i o n P r o v i s i o n s 20 1 4 B O K F A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - 6 . 3 - a c r e p a r c e l $ 2 , 4 5 5 , 0 0 0 $ 9 4 5 , 0 0 0 M a t u r e s 1 2 / 1 / 2 3 Lo n g s P e a k A g r e e m e n t P r o p e r t y t a x i n c r e m e n t - o v e r l a p p i n g a r e a s n / a n / a E n d o f T I F p e r i o d 20 1 7 S h e a r d A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - 1 9 , 8 0 0 s . f . 7 6 7 , 0 0 0 7 0 3 , 7 0 8 Ph a s e 3 e n d s 1 2 / 1 / 2 0 2 5 20 1 8 U . S . R e t a i l A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - 0 . 5 7 a c r e s 1 , 0 1 5 , 0 0 0 9 9 5 , 6 9 4 P a i d i n f u l l o r e n d o f T I F p e r i o d 20 1 9 U . S . R e t a i l A g r e e m e n t P r o p e r t y / s a l e s t a x i n c r e m e n t - ( W a l m a r t ) 8 , 4 4 1 , 1 3 8 8 , 3 8 1 , 1 6 1 P a i d i n f u l l o r 1 2 / 3 1 / 4 0 FD G A g r e e m e n t ( 1 ) P r o p e r t y t a x i n c r e m e n t - 0 . 5 7 a c r e s 1 1 , 7 6 0 , 0 0 0 1 1 , 7 6 0 , 0 0 0 P a i d i n f u l l o r 2 0 y e a r s FD G P a r a l l e l A g r e e m e n t P r o p e r t y t a x i n c r e m e n t - u n k n o w n a c r e a g e 2 3 2 , 4 6 7 2 3 2 , 4 6 7 9 6 m o n t h s Wa r d T O D A g r e e m e n t s ( 2 ) P r o p e r t y t a x i n c r e m e n t / o v e r l a p p i n g a r e a s n / a n / a E n d o f T I F p e r i o d (1 ) T h i s a g r e e m e n t h a s a n o m i n a l a m o u n t o w e d o f $ 8 , 9 2 0 , 0 0 0 ; h o w e v e r , t h e a g r e e m e n t a l so c o n t a i n s a p r e s e n t v a l u e c a l c u l a t i o n t h at will be ef f e c t i v e i f t h e a p a r t m e n t b u i l d i n g b e i n g c on s t r u c t e d p u r s u a n t t o t h i s a g r e e m e n t i s s o ld . A c c o r d i n g l y , t h e l a r g e r p r e s e n t v a l u e amount is sh o w n i n t h i s t a b l e . (2 ) C o n s i s t s o f t h r e e s u b s t a n t i a l l y si m i l a r a g r e e m e n t s w i t h W a r d T O D M e t r o p o l i t a n D i s t r i c t N o 1 , 2 a n d 3 . 40 Insurance Coverage The activities of the Authority are included in the City’s insurance coverage. See “THE CITY--Insurance Coverage.” Authority Financial Information Budget Process. The Executive Director is responsible for preparing and submitting to the Board an annual budget for the operation of the Authority and to cause the books and accounts of the Authority to be audited annually. The Authority’s budget is included in the City’s budget process, which is described below. The City is required by law to adopt an annual budget setting forth all proposed expenditures for the administration, operation, and maintenance of all offices, departments, boards, commissions, and institutions of the City. The budget must show the actual or estimated deficits from prior years, all debt redemptions and interest charges during the budget year, and all expenditures for capital projects to be undertaken or executed during the budget year. It must also set forth the anticipated income and other means of financing the proposed expenditures for the ensuing fiscal year, which coincides with the calendar year. Each fall, the City Council must propose a budget for the ensuing budget year and cause to be published a notice that such proposed budget is open for inspection by the public. Prior to adoption, any elector of the City may register his or her objections to the proposed budget. The City must adopt its budget by December 15 by resolution. After adoption of the budget, the City Council must enact a corresponding appropriation resolution before the beginning of the fiscal year. Further, the City Council must enact a resolution to certify the property tax mill levy. If the City fails to file a certified copy of its budget by the following January 31 with the Colorado Division of Local Government in the Department of Local Affairs, the division may authorize the County Treasurer to prohibit release of the City’s tax revenues and other moneys held by the County Treasurer until the City files its budget. In general, the City cannot expend money for any of the purposes set out in the appropriation resolution in excess of the amount appropriated. However, in the case of an emergency or some contingency which was not reasonably foreseeable, the City Council may authorize the expenditure of funds in excess of the budget by adopting a resolution. If the City receives revenues which were unanticipated at the time of adoption of the budget, the City Council may authorize the expenditure of such revenues by adopting a supplemental budget after notice and hearing. Financial Statements. The Authority is a component unit of the City for accounting purposes and its financial statements are contained within the City’s audited financial statements. See “THE CITY AND CITY FINANCIAL INFORMATION--City Financial Statements.” Power to Incur Indebtedness. In order to finance urban renewal activities, the Authority is authorized by the Act to finance projects with the proceeds of loans from the City or federal grants and loans. The Authority also is authorized to issue general obligation bonds to which the full faith, credit, and assets (acquired and to be acquired) of the Authority are irrevocably pledged; and special obligations payable solely from and secured by a pledge of any income, proceeds, revenues, or funds of the Authority derived or held by it in connection with the undertaking of any activity of the Authority, including the proceeds of property tax increment 41 financing and sales tax increment financing. Obligations of the Authority also are authorized by resolution of the Board, which is irrepealable while the obligations are outstanding. The Authority currently does not expect to issue any additional tax increment bonds in the near future related to the Project Area, although it reserves the right to do so upon satisfaction of all legal requirements. See “SECURITY FOR THE SERIES 2021 BONDS--Additional Bonds.” Outstanding Obligations. The Authority currently has obligations pursuant to the various agreements described in “THE AUTHORITY--Authority Agreements.” Upon issuance, the Series 2021 Bonds will also be obligations of the Authority. The City may make advances to the Authority pursuant to the Cooperation Agreement or the Replenishment Resolution. Any advances will constitute a loan and obligation of the Authority which is subordinate to the repayment of the Series 2021 Bonds. Other than the loan previously described, the Authority has no outstanding advances from the City with respect to the Project Area pursuant to the Cooperation Agreement or the Replenishment Resolution. The Authority has also entered into agreements with the City or other parties with respect to its other project areas. The City has also made loans to the Authority with respect to other plan areas; however, those agreements, loans and advances must be repaid from revenues generated by the applicable project area and cannot be repaid from revenues generated in the Project Area. The Authority may enter into other agreements or issue bonds with respect to its other plan areas in the future; however, those obligations will not be payable from the Pledged Revenues and are not discussed in this Official Statement. 42 THE CITY AND CITY FINANCIAL INFORMATION Because the City has agreed to consider appropriating legally available funds to replenish the Reserve Fund, if needed, selected operating and financial information about the City is included in this Official Statement. See “SECURITY FOR THE SERIES 2021 BONDS-- City Appropriation Covenant.” However, the Series 2021 Bonds are payable only from the Trust Estate. Inclusion of the following information about the City and its finances, including the audited financial statements attached hereto as Appendix A, does not indicate that the Series 2021 Bonds are payable from any revenues shown (except to the extent the City actually chooses to appropriate legally available funds pursuant to the Replenishment Resolution). The Series 2021 Bonds are not obligations of the City. General The City is a municipal corporation organized on June 19, 1969. It presently operates under its Charter which was approved by the City’s voters in 1976. The Charter confers upon the City all the powers of local self-government and home rule and all power possible for a city to have under the constitution and laws of the State. The City is an inner-ring western suburb of Denver, located to the north of the City of Lakewood, to the south of the City of Arvada, and to the east of unincorporated Jefferson County. The City is located entirely within Jefferson County. The total land area of the City is approximately 9.6 square miles. According to the 2020 U.S. Census, the City’s population was 32,398. The economy of the City was historically based upon agriculture. Currently, the City is primarily developed as a residential city with commercial services and centers located along primary transportation corridors (including Wadsworth, Kipling, Sheridan and Youngfield), which connect the City to Denver, Arvada and Lakewood. The City is a limited service city that does not provide water, fire protection, sanitation, trash or utilities services. Services that the City provides to its residents include public safety, planning and zoning, parks and recreation, public improvements, highway and streets, and general administrative services. Water and sanitary sewer services are provided by Applewood Sanitation District, Clear Creek Valley Sanitation District, Fruitdale Sanitation District, North Table Mountain Water and Sanitation District, Northwest Lakewood Sanitation District, Westridge Sanitation District, Wheat Ridge Water District, Wheat Ridge Sanitation District, Consolidated Mutual Water District, Edgewater Water District, Denver Water District and Valley Water District. Fire protection is provided by Arvada Fire Protection District, Fairmount Fire Protection District, and West Metro Fire Department. Xcel Energy provides gas and electricity to the City. City Council The City Council has all legislative powers and functions of municipal government conferred by the City Charter, the State constitution and general law. The City Council consists of eight Council Members. The Mayor is elected at large and is the recognized head of City government. The Mayor presides over meetings of the Council, but does not have the same voting rights as other Council Members. Under the Charter, the Mayor only votes in the event of a tie vote by the City Council, except upon adoption or amendment of the budget. The Mayor has the power to veto any ordinance passed by the City Council, although the Mayor cannot exercise the veto power over an ordinance upon which the Mayor has cast a tie-breaking 43 vote. A Mayor Pro-Tem is selected from the City Council Members to serve in the event of the absence or inability of the Mayor. The Mayor is elected at large. The Council Members are elected from the City’s four geographic districts, with each district electing two Council Members. The Mayor and Council Members serve four year staggered terms of office. The current Mayor and Council Members, their council districts and current terms of office are as follows: Name Position District Term Expires Bud Starker Mayor At Large 11/2021 Janeece Hoppe Mayor Pro Tem District I 11/2021 Judy Hutchinson Council Member District I 11/2023 Rachel Hultin Council Member District II 11/2023 Zachary Urban Council Member District II 11/2021 Korey Stiles Council Member District III 11/2023 Amanda Weaver Council Member District III 11/2021 Leah Dozeman Council Member District IV 11/2021 Valerie Nosler Beck Council Member District IV 11/2023 Pursuant to the State Constitution, members of the City Council and the Mayor are limited to two consecutive terms of office. City voters may lengthen, shorten or eliminate the term limitations; however, no election to do so has been held. The Charter provides that the City Council shall act only by ordinance, resolution or motion. All legislative enactments of a permanent nature shall be by ordinance; all other actions, except as provided by the Charter, may be in the form of resolutions or motions. Administration The City operates under a council-manager form of government. The City Council constitutes the legislative and governing body of the City and is responsible for setting policy and approving the City’s budget. The City Manager is selected by and serves at the pleasure of the City Council. The City Manager is generally responsible for preparing the budget, directing the day-to-day operations of the City and managing the City’s personnel. The City functions through various departments under the supervision of the City Manager. The principal administrative officials of the City involved in issuance of the Series 2021 Bonds are as follows: City Manager - Patrick Goff. The City Manager is the chief administrative officer of the City. He is appointed by a majority vote of the City Council. The City Manager is responsible to the City Council for the operation of the City. The City Manager’s duties include, but are not limited to enforcing the laws and ordinances of the City; hiring, suspending and removing City department heads serving under the City Manager; appointing subordinates; preparing and submitting a budget to the City Council each year, administering the budget after adoption, and preparing and submitted budget status and forecast reports with recommendations for remedial action; preparing and submitting to the City Council, at the end of the fiscal year, a complete report on finances and administrative activities of the City for the preceding year and, 44 upon the request of the City Council; advising the City Council of the financial condition and future needs of the City and making such recommendations to the City Council for adoption as deemed necessary or expedient; supervising and controlling all departments under the City Manager’s jurisdiction; enforcing and reporting violations of City contracts or public utility franchises; providing for engineering, architectural, maintenance, and construction service required by the City; attending City Council meetings and participating in discussions with the City Council in an advisory capacity; and performing such other duties as may be prescribed by the Charter, by ordinance or required by the City Council and which are not inconsistent with the Charter. Patrick Goff was appointed City Manager in 2010. Mr. Goff has been employed by the City since 2002, previously serving as the Deputy City Manager/Administrative Services Director. Prior to his employment with the City, Mr. Goff was employed by the City of Sheridan, Colorado as the Interim City Administrator and Assistant to the City Administrator/Human Resources Coordinator. Mr. Goff is a member of the International City and County Management Association, the Colorado City and County Management Association and the Metro City and County Management Association. He holds B.A. degrees both in Political Science and International Affairs from the University of Nebraska at Lincoln and a M.S. degree in Public Administration from the University of Colorado at Denver’s Graduate School of Public Affairs. Finance Manager - Mark Colvin. The Finance Manager has full control of all operational financial programs and processes and oversees compliance for the City’s bond issues. Mark Colvin was hired as the City’s Finance Manager in early 2018. He started his career as an auditor with Arthur Andersen & Co – Houston, TX office - first as an intern in 1983 and then full-time in 1984. In 1986, Mark transferred to Andersen’s London office for one year. Mark then returned to Andersen’s Houston office and in 1988, he became an internal auditor at Keystone International, an oilfield services manufacturing company. Mark became an assistant controller for a Keystone division but when Keystone was acquired by Tyco Industries in 1993, he took a position as a Financial Reporting Manager with waste services giant Browning-Ferris Industries (BFI) at their Houston headquarters. In 1997, BFI invited Mark to relocate to their Denver operations as a Divisional Controller. After BFI was acquired by Allied Waste Services in 1999, Mark became Controller of a Boulder, Colorado-based internet e-tailer startup, Planetoutdoors.com. In 2000, Planetoutdoors.com dissolved and Mark was hired as Controller of a related entity, ServiceMagic.com, which eventually became Home Advisor and is now a part of Angi. In 2003, Mark was hired as a Financial Reporting Manager at the Denver headquarters of First Data Corporation. In 2004, Mark transferred internally to First Data’s Government Services division. First Data spun off their Western Union unit in 2007 and Mark worked for several years as an interim Controller for several non-profits and startups until 2009 when he was hired as Chief Financial Officer of an advertising consulting firm, Advertising Production Resources. Mark was hired as CFO of a Steamboat Springs family-owned business in 2011. In 2014, Mark was hired as Controller of a Denver-based family office and then in 2016, Mark became Controller of the Clyfford Still Museum where he helped manage public bond indebtedness. Mark received a Bachelor of Business Administration – Accounting from Baylor University in 1984. 45 City Attorney - Gerald Dahl. The City Attorney is appointed by the City Council and serves an indefinite term at its pleasure. The City Attorney serves as the legal representative of the City, representing the City in all cases and courts; acts as the legal adviser to the City Council and other City officials in matters relating to their official powers or duties; and performs other duties as the City Council prescribes by ordinance or resolution. Gerald Dahl was appointed City Attorney in 1995. Mr. Dahl was admitted to the practice of law in Colorado in 1976. Mr. Dahl earned his law degree from the University of Colorado School of Law. Employees; Benefits and Pension Matters Employees. Personnel-related expenses account for the largest portion of the City’s budget. In January 2021, the City had 221 full-time benefited employees and 10 part-time benefited employees. The City does not recognize any collective bargaining units. According to the Administrative Services Director, the state of employee relations is excellent. Employee Benefits. Generally, City employees working 20 or more hours per week and classified as “benefited” in the budget are eligible for benefits. Benefits available include health, dental and vision insurance as well as life, disability and accident and critical illness insurance. The City also offers a wellness program, and employee assistance program and other benefits. The City offers HSA contributions. The City offers a personal time off (“PTO”) program, where PTO days earned per year are determined by years of service and full- time or part-time status. Employees of the City are allowed to accumulate unused vacation and sick time up to a maximum based on years of service. Upon termination of employment from the City, an employee will be compensated for all accrued vacation time at their current pay rate. The City provides 10 paid holidays per year. Retirement Matters. The City provides three defined contribution pension plans for full-time employees. The three plans are the Police Defined Contribution Pension Plan, the Department Head Defined Contribution Pension Plan and the Employee Defined Contribution Pension Plan. Participation in the plan is mandatory. See Note 8 in the audited financial statements attached hereto as Appendix A for contribution and vesting information for each plan. Because the retirement plans are defined contribution plans, the City has no long-term liability for funding benefits; the City’s liability is limited to the matching amounts required to be paid pursuant to the terms of each plan. For 2020, the City’s contributions were as follows: Police Plan - $766,687; Employee Plan - City $539,058; and Department Head Plan - $ 72,957. Other Postemployment Benefits (“OPEB”). The City does not provide any additional OPEB. City Insurance Coverage/Risk Management The City Council acts to protect the City (and the Authority) against loss and liability by membership in the Colorado Intergovernmental Risk Sharing Agency (“CIRSA”), a separate and independent governmental and legal entity that provides insurance coverage and risk management services to its municipal members. CIRSA provides property coverage (including auto physical damage), liability coverage (including general liability, auto liability, law enforcement liability, public officials’ errors and omissions liability) and crime coverage (including employee dishonesty and money and securities coverage) to the City. The current 46 CIRSA coverage expires on January 1, 2022. See Note 7 in the audited financial statements attached hereto as Appendix A for further information. The City maintains the State-required workers compensation insurance with Pinnacol Assurance. The City maintains cybersecurity protocols and ongoing training for employees. The City’s information technology department provides periodic training (approximately monthly) for employees. Employees in more sensitive areas, such as finance, also attend seminars put on by third party vendors in order to remain current on issues related to cyber threats and bolstering City protections. The City’s auditors also devote a section of the audit to cybersecurity as part of its review of the City’s internal controls. The City also carries cybersecurity insurance with a private insurance carrier. The City’s current cybersecurity coverage expires on January 1, 2022. City Financial Statements The Charter requires that an independent certified audit be made of all City accounts annually, and more frequently if determined necessary by the City Council. The “Colorado Local Government Audit Law” requires that an annual audit be made of the City’s financial affairs at the end of the Fiscal Year. The audited financial statements must be filed with the City Council by June 30 of each year and with the State auditor 30 days thereafter. Failure to comply with this requirement to file an audit report may result in the withholding of the City’s property tax revenues by the county treasurer pending compliance. The City’s audited financial statements as of and for the year ended December 31, 2020, are attached to this Official Statement as Appendix A. Such financial statements represent the most current audited financial information available for the City. Governmental Funds; Sources of General Fund Revenue General. The accounts of the City are organized and operated on a fund basis. The City maintains only Governmental Funds. Governmental Revenues are collected by the City and allocated to the City’s General Fund and other governmental funds. The General Fund is the governmental fund utilized for the administration and operation of the City. The City prepares a balanced budget for each of its Governmental Funds, including the General Fund, matching anticipated expenses to anticipated revenues and existing fund balance. General Fund Reserve Policy. The City Council adopted a Reserve Policy (the “Reserve Policy”) in June 2011. The Reserve Policy requires the City to maintain a minimum unrestricted fund balance of at least two months or approximately 17% (as recommended by the GFOA) of its General Fund operating expenditures. The City’s maximum unrestricted fund balance shall not exceed 35% of General Fund operating expenditures. The City annually targets to maintain a 25% unrestricted fund balance percentage level as part of its annual budget process. The Reserve Policy provides that while targeting to maintain an annual unrestricted fund balance of 25%, the City understands there may be circumstances that warrant that the City use such funds temporarily, and the City has established the following instances where it may elect to use these funds: an economic downturn in which revenues are below budget; unexpected and unappropriated costs to service and maintain current City operations; unexpected and non-budgeted emergencies, natural disaster costs, and/or litigation; grant 47 matching; early retirement of debt; to cover deficits in other funds due to a shortfall in budgeted revenues; and capital asset acquisition, construction and improvement projects. The use of the unrestricted fund balance for the foregoing events which cause the unrestricted fund balance to fall below the targeted 25% level requires a majority vote by City Council. Use of the restricted fund balance which causes the unrestricted fund balance to fall below the minimum required level of 17% requires a super majority vote by City Council. If the City elects to use its unrestricted fund balance for capital asset acquisition, construction and improvement projects, the City must replenish the unrestricted fund balance to its previous level as soon as possible, but only after the City’s current operational needs are met, and in no case, more than two years subsequent in which the unrestricted fund balance was used. For other uses of its unrestricted fund balance as set forth in the Reserve Policy, the City must replenish the unrestricted fund balance as soon as revenues are available, but only after the City’s current operational needs have been met. If the City accumulates its permitted, maximum unrestricted fund balance of 35%, the City, at the discretion and determination of City Council and the City Manager, will designate such excess funds for reserves for equipment replacement, repair and maintenance of City facilities, and funding of infrastructure improvements. General Fund Revenues. The sources of revenue in the General Fund include: sales and use tax, vehicle use tax, ad valorem property taxes, franchise taxes, lodgers and other taxes, license and permit revenues, intergovernmental revenues, charges for services, fines and forfeitures, investment income and miscellaneous income. Sales Tax and Use Tax revenues comprise the majority of the City’s General Fund revenues, accounting for approximately 82% and 85% of General Fund revenues in 2019 and 2020, respectively. See “Imposition of the Sales and Use Tax” below for more information on the City ordinances related to the collection of Sales and Use Tax. History of Revenues, Expenditures and Changes in Fund Balances - City General Fund The following table provides a comparative history of revenues, expenditures and changes in fund balance in the City’s General Fund for fiscal years 2016 through 2020. The information in this table has been derived from the audited financial information presented in the City’s audited financial statements for those years. The information should be read together with the City’s fiscal year 2020 basic financial statements (and accompanying notes) appearing in Appendix A. Preceding years’ financial statements may be obtained from the sources noted in “INTRODUCTION--Additional Information.” Prospective investors should be aware that the Series 2021 Bonds are payable solely from the Trust Estate. Inclusion of the following material is for informational purposes only and does not imply that the Series 2021 Bonds constitute a general obligation of the City or a lien on any City revenues. The General Fund is not pledged to pay debt service on the Series 2021 Bonds; however, the City may use legally available revenues in the General Fund to appropriate funds pursuant to the Replenishment Resolution, to the extent it chooses to do so. 48 City General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances Year Ended December 31, Revenues 2016 2017 2018 2019 2020 Taxes $26,328,763 $28,998,755 $30,299,393 $28,630,152 $30,368,986 Licenses and permits 1,059,237 2,804,721 1,650,695 1,347,748 1,799,811 Intergovernmental 1,829,402 1,859,292 2,048,180 2,169,094 4,147,182 Charges for services 1,239,896 1,414,284 1,644,437 1,567,179 2,321,022 Fines and forfeitures 746,746 540,493 337,087 321,183 252,161 Interest 51,251 29,109 301,454 305,078 165,104 Miscellaneous 473,943 401,669 345,294 492,082 326,657 Total Revenues 31,729,238 36,048,323 36,626,540 34,832,516 39,380,923 Expenditures Current General government 8,743,077 9,230,611 9,652,131 10,904,518 9,731,696 Economic development 1,512,403 1,486,581 1,525,794 1,719,700 1,850,590 Community development 1,154,565 1,750,877 2,137,940 1,632,911 2,821,771 Police 9,689,966 9,692,931 10,069,371 11,169,912 11,714,266 Public Works 4,412,544 4,146,585 4,443,263 4,638,990 2,955,597 Parks and Recreation 3,869,372 3,637,907 4,146,140 4,351,956 7,458,574 Capital Outlay -- -- -- -- 849,620 Debt Service Principal 34,992 37,738 39,111 41,871 44,931 Interest 45,175 42,429 41,056 38,296 36,214 Total Expenditures 29,462,094 30,025,659 32,054,806 34,498,154 37,463,259 Excess (deficiency) of revenues over (under) expenditures 2,267,144 6,022,664 4,571,734 334,362 1,917,664 Other Financing Sources (Uses) Proceeds from sale of capital assets -- -- 88,064 19,606 86,670 Insurance proceeds -- 1,769,836 363,474 525,268 216,874 Transfers out (3,065,785) (2,100,000) (2,245,000) (4,040,000) (3,700,000) Total Other Financing Sources (Uses) (3,065,785) (330,164) (1,793,462) (3,495,126) (3,396,456) Net change in fund balances (798,641) 5,692,500 2,778,272 (3,160,764) (1,478,792) Fund balances, January 1 (1) 8,910,252 8,111,611 13,804,111 16,582,383 13,508,953 Fund balances, December 31 $8,111,611 $13,804,111 $16,582,383 $13,421,619 $12,030,161 (1) During 2020, the City combined activity of the Recreation Center Operating Fund into the General Fund. As a result, beginning fund balance in the General Fund is restated for an increase of $87,334. Source: Derived from the City’s audited financial statements for the years ended December 31, 2016 through 2020. Impact of COVID-19 For calendar and fiscal year 2020, at the onset of the pandemic, the Finance Manager deployed and maintained a revenue and expense forecast model to measure actual to three scenarios presented to Council. The three scenarios were essentially best case, no change and worst case. The model updates were discontinued after December 2020 primarily because the City had actually experienced better-than-expected revenues, especially compared to the scenarios communicated to Council. Because the City’s fiscal budget is prepared a year in advance, the 2021 budget was prepared at the height of the pandemic and accordingly, the 2021 revenue budgets are conservative and the expenditure budgets are relatively flat. However, as noted, 2020 actual revenues were better than expected and 2021 through August is 49 outperforming both 2020 and 2019. The City continues to exercise caution in spending. During the pandemic, the City’s largest retailers had noticeably higher sales tax revenues than in 2019 and paid on time. The trend of paying on time existed before the pandemic and continues into 2021. The City is also experiencing growth in commercial and residential property development and accordingly, use tax and permit fee revenues are favorable compared to prior periods. While the City received Federal CARES Act relief funds, those funds were spent entirely in 2020 on pandemic-response, unrestricted grants to local businesses and public safety personnel. The City has received 50% of a $7,873,280 award from the Federal American Rescue Plan and anticipates the balance later in 2021. Imposition of the Sales and Use Tax Authority for Imposition of Sales and Use Tax. The City’s sales and use tax is imposed pursuant to Section 11.1 of the City Charter and the ordinances enacting the sales and use tax, which have been codified as Chapter 22, Article I of the City Code (collectively, the “City Sales and Use Tax Ordinance”). The total sales and use taxes imposed by the City is 3.5%; any further increases to the sales and use tax are required to be approved by a majority of the registered electors of the City. See “LEGAL MATTERS--Certain Constitutional Limitations.” Revenues resulting from a sales and use tax levied at a rate of 0.5% are pledged to the payment of certain City sales and use tax revenue bonds (the “Pledged 0.5% Sales and Use Tax”) and are not available to replenish the Reserve Fund pursuant to the Replenishment Resolution. The Pledged 0.5% Sales and Use Tax expires December 31, 2028, or when the revenues produced reach $38,500,000, whichever occurs first. An additional 0.5% of the sales and use tax rate is pledged to the sales and use tax bonds, but only if revenues derived from the Pledged 0.5% Sales and Use Tax are not sufficient to pay debt service. All or a portion of the additional 0.5% sales and use tax revenues may not be available to fund amounts pursuant to the Replenishment Resolution in any given year. General Description of Sales and Use Tax in the City. Generally. The imposition, collection and enforcement of the City’s sales and use taxes is governed by the City Sales and Use Tax Ordinance. The City Sales and Use Tax Ordinance provides that all sales, transfers or consumption of tangible personal property within the City shall be subject to the sales and/or use tax imposed therein, unless the same is specifically exempted from taxation as provided therein. The sales tax is generally levied on sales and services, and the use tax is general levies on the use, storage or consumption of tangible personal property. The primary distinction between the sales tax and the use tax is the manner of collection and remittance. Sales tax is collected from the purchaser/consumer by the person engaged in business and then paid to the City. The use tax is levied directly upon the person who purchases the commodities or services and uses the same in the City when City sales tax is not paid at the time of purchase. The City’s use tax is divided into the retail/professional (consumer) use tax, builder use tax and automobile use tax. Transactions, Commodities and Services Subject to Sales and Use Tax. The City Sales and Use Tax Ordinance is comprehensive in defining the categories and types of sales, services, tangible property and transactions that are subject to the sales and use tax. Generally, use taxes are due when sales tax has not been paid on the use, storage or consumption 50 of tangible personal property. The City Sales and Use Tax Ordinance is equally detailed in defining those items and services which are exempt from the sales and use tax. The City Sales and Use Tax Ordinance generally provides that every transaction within the City is presumed to be taxable and that the burden of proving that a person or transaction is exempt is on the person asserting the claim for exemption. Exemptions include, but are not limited to: newspapers; prescription drugs and prosthetic devices; sales to the federal government, the State and its political subdivisions; sales to charitable or religious organizations holding a valid exemption license; sales to purchasers who will resell the items and who present a valid sales and use tax license; and farm items including machinery, parts, livestock, poultry, feed, medicines, fertilizers and seeds. Manner of Collection of Sales and Use Tax. The City collects the sales and use tax, although the County collects the automobile use tax and remits it to the City. The City Treasurer is responsible for the administration of the City Sales and Use Tax Ordinance. The City generally requires that any person who wants to conduct business within the City must obtain a valid sales and use tax license. Under the City Sales and Use Tax Ordinance every retailer, vendor and wholesaler is liable for the collection of the sales and use tax for sales at retail to the user or consumer. Additionally, a City resident or any person doing business within the City who purchases, leases or receives a grant of a license to use tangible personal property for use, storage or consumption within the City from sources outside the City and taxable under the Sales and Use Tax Ordinance, and who has not paid the City sales tax, is required to make an application, file a return, and pay the use tax to the City. The Administrative Services Director reports that in June 2021, there were 4,098 licensed businesses operating within the City. All sales and use tax revenues collected by a vendor are the property of the City. Vendors are responsible for reporting to the City Treasurer and paying the sales tax at the rates specified in the City Sales and Use Tax Ordinance during the reporting period, less any specified vendor’s fee to cover the taxpayer’s cost of collection and reporting. Vendor’s fees, which are 2% of the total sales tax due to the City, up to $100, are disallowed on delinquent reports. The City Sales and Use Tax Ordinance requires monthly filings for vendors that average sales and use tax revenues of over $100/month, quarterly filings for vendors that average $20-$100/month and yearly filings for vendors that average tax less than $20/month. Filings are due on the 20th of the month after the period ends, and timely filing is evidenced by the postmark date. Use tax on automobiles is collected by the County at the time of vehicle registration and remitted to the City monthly. Other use taxes are paid as provided in the City Sales and Use Tax Ordinance. Enforcement and Remedies for Collection of Delinquent Taxes. The City’s Sales Tax Division is responsible for the collection of the sales and consumer use taxes. The Building Division primarily collects the builders’ use tax, although the Sales Tax Division audits selected projects. The Sales Tax Supervisor administers the City’s tax business licensing and marijuana licensing codes to optimize the collection, recording, reporting, and special allocations of City sales taxes. The Sales Tax Supervisor performs all functions required to collect, record, report, audit City sales taxes and allocate amounts owed by the City pursuant to economic development incentive and tax increment financing agreements to which it is a party. Under the auspices of the Treasurer, the Sales Tax Supervisor serves as the ultimate collection agent for City tax and licensing matters by issuing summonses to municipal court and initiating the distraint process 51 when necessary. The Sales Tax Auditor conducts audits for compliance with the City Sales and Use Tax Ordinance. The City Sales and Use Tax Ordinance provides that when the City determines that a taxpayer has failed to pay the correct amount of tax, the City mails a deficiency notice to the taxpayer. The notice is required to contain a notification that the taxpayer has the right to a hearing on the amount of the deficiency. The taxpayer has 30 days to file a written demand for an information hearing and determination of tax liability. Failure to file the demand constitutes an absolute and final waiver of the taxpayer’s right to contest the deficiency with the City Treasurer or pursuant to applicable State laws. If the dispute is not resolved by the informal hearing, the taxpayer has additional avenues of appeal as provided in the City Sales and Use Tax Ordinance. If a delinquency remains outstanding, the City Treasurer estimates the tax due with penalties and interest and serves notice to the taxpayer. Unless the taxpayer files a written demand for administrative hearing and determination of tax liability within 20 days, the taxpayer is deemed to have accepted the estimate as a fair and accurate determination of the tax obligation and waives the right to contest amount in the notice of assessment. Late payments are subject a penalty of $15.00 or 10% of the delinquent tax or deficiency per reporting period, whichever is greater. If any part of delinquent tax or deficiency is due to fraud with the intent to evade the tax, the penalty is 100% of the total amount of the deficiency. Interest is assessed at the rate of 1% per month, calculated for each month from the due date that a deficiency remains unpaid, up to a maximum of 18 months for a maximum total accumulated interest of 18%. The City has a very low delinquency rate, less than 1%. The revenue technician works closely with any delinquencies to ensure the situation is quickly addressed and remedied as timely as possible. If it appears that collection of a delinquency is in danger of risk of loss or non- collection, or otherwise in jeopardy, the City Treasurer may immediately issue demand for payment. Upon issuance of such demand for payment, the delinquency is due and payable, and the City Treasurer may collect by filing of liens upon the property subject to tax, issuance and execution of distraint warrants, or filing of summons and complaint in any competent court, as set forth in the City Sales and Use Tax Ordinance. Generally, assessments, distraints, warrants, notices of lien or writs of collection cannot be made or filed more than three years after the tax was payable. There is no statute of limitations for false or fraudulent returns with an intent to evade the tax or for unlicensed businesses. The sales and use tax is also a first and prior lien on the goods, stock-in-trade and business fixtures of or used by any retailer under lease, title-retaining contract or other contractual arrangement; and the real and tangible and intangible personal property owned or leased by any person. Sales Tax Data History of Sales and Use Tax Collections. The following table sets forth a history of the City’s total sales and use tax collections for the years shown. Prior to 2017, the sales and use tax was imposed at a rate of 3.0%; effective January 1, 2017, those taxes were imposed at a rate of 3.5%. The figures in this table are presented on an accrual basis; revenues are recorded in the period in which the underlying sale occurred rather than in the period in which the moneys were received by the City. 52 History of Total Sales and Use Tax Collections(1 Year Sales Tax Collections(3) Percent Change Use Tax Collections Percent Change Total Sales and Use Tax Collections Percent Change 2017 $22,563,617 -- $6,635,884 -- $29,199,502 -- 2018 22,720,723 0.70% 6,827,561 2.89% 29,548,284 1.19% 2019 24,021,984 5.73 5,923,361 (13.24) 29,945,345 1.34 2020 25,045,729 4.26 5,936,103 .22 30,981,832 3.46 2021(2) 15,514,380 -- 5,538,162 -- 21,052,542 -- (1) Sales tax collections figures include amounts owed by the City pursuant to the various economic development incentive and tax increment financing agreements to which it is a party, as well as amounts collected by the City through its sales tax audit program. Also includes the Pledged 0.5% Sales and Use Tax, which is pledged to the 2017 Bonds and not available to fund any obligations under the Replenishment Resolution. (2) Unaudited collections through August 31, 2021. Source: The City. Monthly Comparisons of Sales Tax Revenues. The following table present comparisons of monthly sales tax collections and use tax collections generated from the City’s August 31, 2020 and 2021. total sales tax (at a rate of 3.5%) for the 12-month periods ended December 31, 2020 and 2021. The figures in these tables are unaudited and are intended to illustrate collection trends only; they are not intended to illustrate amounts that would be available under the Replenishment Resolution. The figures in these tables are presented on an accrual basis; revenues are recorded in the period in which the underlying sale occurred rather than in the period in which the moneys were received by the City. Additionally, the sales tax collection figures in this table are net of amounts owed by the City pursuant to the various economic development incentive and tax increment financing agreements to which it is a party, as well as amounts collected by the City through its sales tax audit program. Accordingly, they differ from figures presented elsewhere in this Official Statement. Comparison of Total Monthly Sales Tax Collections (Unaudited)(1) Twelve-Month Period Ending August 31, 2021 Twelve-Month Period Ending August 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative September $1,973,686 $ 1,973,686 $1,841,595 $ 1,841,595 7.2% 7.2% October 2,415,532 4,389,218 2,189,670 4,031,265 10.3 8.9 November 2,060,243 6,449,461 1,852,988 5,884,253 11.2 9.6 December 1,839,037 8,288,498 1,851,314 7,735,567 (0.7) 7.1 January 3,045,017 11,333,515 3,329,784 11,065,351 (8.6) 2.4 February 1,950,614 13,284,129 1,782,441 12,847,792 9.4 3.4 March 1,848,829 15,132,958 1,711,843 14,559,635 8.0 3.9 April 2,467,720 17,600,678 2,142,258 16,701,893 15.2 5.4 May 2,163,859 19,764,537 1,530,863 18,232,756 41.3 8.4 June 2,168,958 21,933,495 1,946,716 20,179,472 11.4 8.7 July 2,655,198 24,588,693 2,447,764 22,627,236 8.5 8.7 August 2,204,712 26,793,405 2,050,917 24,678,153 7.5 8.6 (1) Includes the Pledged 0.5% Sales Tax, which is not available to fund the Replenishment Resolution. Source: The City. 53 Comparison of Total Monthly Use Tax Collections (Unaudited)(1) Twelve-Month Period Ending August 31, 2021 Twelve-Month Period Ending August 31, 2020 Percent Change Month Current Month Cumulative Current Month Cumulative Current Month Cumulative September $480,505 $ 480,505 $ 396,273 $ 396,273 21.3% 21.3% October 454,984 935,489 278,068 674,341 63.6 38.7 November 562,182 1,497,671 481,921 1,156,262 16.7 29.5 December 486,688 1,984,359 352,866 1,509,128 37.9 31.5 January 602,484 2,586,843 469,330 1,978,458 28.4 30.8 February 594,813 3,181,656 1,329,635 3,308,093 (55.3) (3.8) March 420,597 3,602,253 375,239 3,683,332 12.1 (2.2) April 660,431 4,262,684 332,859 4,016,191 98.4 6.1 May 1,295,935 5,558,619 258,971 4,275,162 400.4 30.0 June 533,860 6,092,479 348,944 4,624,106 53.0 31.8 July 1,365,211 7,457,690 463,595 5,087,701 194.5 46.6 August 451,200 7,908,890 356,376 5,444,077 26.6 45.3 (1) Includes the Pledged 0.5% Use Tax, which is not available to fund the Replenishment Resolution. Source: The City. Principal Sales and Use Tax Generators. The following table sets forth the top ten Sales and Use Tax generators, identified by type of business, based on remittances for the fiscal year ended December 31, 2020. The City believes that these taxpayers will be substantially similar in 2021. Ten Largest Sales and Use Tax Generators in 2020 Type of Business Sales and Use Tax Collected Percent of Total Collections(1) Grocery $1,825,053 7 % Liquor 1,547,360 6% Grocery 1,439,914 6% Utility 1,260,589 5% Grocery 702,597 3% Wholesale 628,234 3% Grocery 574,105 2% Retail 550,321 2% Telecommunications 412,491 2% Retail 403,362 2% Total $9,344,026 38% (1) Based on total collections of $25,045,729 in 2020. Source: The City. General Retail businesses as an aggregate, including large businesses and smaller local businesses, accounted for 17.8% of sales tax revenue in 2020. Grocery and other Food Stores in the aggregate accounted for 20.6% of sales tax revenue in 2020. No other types of businesses, taken in the aggregate, accounted for more than 10% of sales tax revenues in 2020. 54 City Debt Structure The following is a general discussion of the City’s authority to incur general obligation indebtedness and other financial obligations and the amount of such obligations currently outstanding. Authorization of Debt and Other Obligations. General obligation indebtedness and other obligations of the City may be incurred as provided in the Charter and TABOR. The City Council has the power to contract indebtedness on behalf of the City for any municipal purpose and may issue the following securities to evidence such indebtedness: (a) short-term notes; (b) general obligation bonds; (c) revenue bonds; (d) special or local improvement bonds; and (e) any other legally recognized form of security (including capital lease obligations). TABOR requires the City to hold an election prior to the issuance of most securities, with the exception of short-term notes, refunding securities, enterprise obligations and annually appropriated obligations. See “LEGAL MATTERS—Certain Constitutional Limitations.” Limitation on Indebtedness. Pursuant to the City Charter, the total outstanding general obligation indebtedness of the City may not exceed 3% of the assessed valuation of taxable property within the City as determined by the county assessor for the last preceding assessment. Based on the City’s preliminary certified assessed valuation for 2021 (for collection of taxes in 2022) of $729,223,456 (which is subject to change until December 2021), the City’s debt limitation is $21,876,704. The City Charter specifically excludes from the limitation any indebtedness for the acquisition or extension of a waterworks system, municipal storm sewer or sanitary sewer systems; short-term notes; special or local improvement securities; securities payable from the revenues of an income-producing system, utility, project, or any other capital improvement or from City sales or use taxes; and long-term installment contracts other than real property acquisitions, rentals and leaseholds. The City presently has no general obligation bonds outstanding. Revenue Obligations. The City Council has the power to issue revenue bonds for, generally, any capital improvement purpose payable from the revenues derived from the operation of the project, facility or improvement constructed or installed or from the available proceeds of City sales and use taxes. Special and Local Improvement Obligations. The City currently has no special or local improvement obligations outstanding. Short Term Borrowing. The City may borrow funds which must mature before the close of the fiscal year in which the money is borrowed, in anticipation of the collection of taxes or other revenues. The City currently has no short term obligations outstanding. Contracts and Leases. The City Council has the authority to enter into installment or lease option contracts for the purchase of land, buildings, equipment and other property for governmental or proprietary purposes. The term of any such contract may not extend over a period greater than the estimated useful life of the property or equipment. The City Council may provide for the payment of such obligations at its discretion from any available municipal revenues. The obligation created under such leases or contracts does not constitute an indebtedness of the City. In 2015, the City entered into a lease agreement to purchase solar power capacity in a community solar garden for $800,000. Annual minimum lease payments 55 were $80,167 for 2017 through 2019. Total lease payments of $400,835 are due from 2020 through 2025, and $354,071 from 2026 through 2030. Component Units. The City’s financial statements also reflect the long-term obligations of certain component units of the City, including the Authority, even though the City has no obligation to repay those obligations. In 2014, the Authority approved a loan to help finance the Kipling Ridge Shopping Center Project. The City has no obligation to pay debt service on this loan. Once issued, the Series 2021 Bonds will constitute component unit obligations. 56 ECONOMIC AND DEMOGRAPHIC INFORMATION This portion of the Official Statement contains general information concerning historic economic and demographic conditions in and surrounding the Project Area and the City. It is intended only to provide prospective investors with general information regarding the City’s community. The information was obtained from the sources indicated and is limited to the time periods indicated. The information is historic in nature; it is not possible to predict whether the trends shown will continue in the future. The Authority makes no representation as to the accuracy or completeness of data obtained from parties other than the Authority. Population The following table sets forth a history of the populations of the City, Jefferson County, the Denver-Aurora Core Based Statistical Area (“Denver-Aurora CBSA”) and the State. The Denver-Aurora CBSA is comprised of six metro counties and four bordering counties: Adams, Arapahoe, Broomfield, Clear Creek, Denver, Douglas, Elbert, Gilpin, Jefferson and Park counties. Between 2010 and 2020, Jefferson County’s population increased by 9.0%. The populations of the Denver-Aurora CBSA and the State increased 16.5% and 14.8%, respectively, during the same time period. Population Year City of Wheat Ridge Percent Change Jefferson County Percent Change Denver Aurora CBSA Percent Change Colorado Percent Change 1970 29,795 -- 233,031 -- 1,116,226 -- 2,207,259 -- 1980 30,293 1.7% 371,753 59.5% 1,450,768 30.0% 2,889,735 30.9% 1990 29,419 (2.9) 438,430 17.9 1,650,489 13.8 3,294,394 14.0 2000(1) 32,913 11.9 527,056 20.2 2,196,957 33.1 4,301,261 30.6 2010 30,166 (8.3) 534,543 1.4 2,543,482 15.8 5,029,196 16.9 2020(2) 32,398 7.4 582,910 9.0 2,963,821 16.5 5,773,714 14.8 (1) Population adjusted by the Colorado State Demography Office to reflect the 2001 creation of the City and County of Broomfield. Sources: United States Department of Commerce, Bureau of the Census (1970-2020), and Colorado State Demography Office (2000 figure for the Denver-Aurora CBSA). 57 Income The following table sets forth annual per capita personal income levels for Jefferson County, the Denver-Aurora CBSA, the State and the nation. Per Capita Personal Income Year(1) Jefferson County Denver-Aurora CBSA Colorado United States 2015 $56,959 $56,707 $52,219 $49,003 2016 57,921 56,789 52,431 49,995 2017 60,265 60,812 55,550 52,096 2018 63,319 64,690 58,836 54,581 2019 66,017 67,236 61,159 56,474 2020 n/a n/a 63,522 59,729 (1) Figures for Jefferson County and the Denver-Aurora CBSA updated November 17, 2020. Figures for the State and the nation updated March 24, 2021. All figures are subject to periodic revisions. Source: United States Department of Commerce, Bureau of Economic Analysis. Employment The following table presents information on employment within Jefferson County, the Denver-Aurora CBSA, the State and the United States, for the time period indicated. Labor Force and Percent Unemployed Jefferson County(1) Denver-Aurora CBSA(1) Colorado(1) United States Year Labor Force Percent Unemployed Labor Force Percent Unemployed Labor Force Percent Unemployed Percent Unemployed 2016 315,406 2.8% 1,541,898 3.0% 2,894,157 3.1% 6.2% 2017 322,393 2.4 1,587,413 2.5 2,982,495 2.6 5.3 2018 330,021 2.8 1,634,196 2.9 3,071,396 3.0 4.9 2019 334,092 2.4 1,666,397 2.6 3,126,120 2.7 4.4 2020 333,682 7.1 1,669,888 7.5 3,122,237 7.3 3.9 Month of July 2020 329,512 7.4% 1,651,093 8.0% 3,083,369 7.5% 10.2% 2021 341,365 5.4 1,708,871 6.0 3,190,695 5.9 5.4 (1) Figures for Jefferson County, the Denver-Aurora CBSA and the State are not seasonally adjusted. Sources: State of Colorado, Department of Labor and Employment, Labor Market Information, Labor Force Data and United States Department of Labor, Bureau of Labor Statistics. The following tables set forth the number of individuals employed in selected industries in Jefferson County and the Denver-Aurora CBSA that are covered by unemployment insurance. The largest employment sector in Jefferson County in 2020 was health care and social assistance (comprising approximately 13.1% of the county’s work force), followed, in order, by retail trade, professional and technical services, manufacturing, and accommodation and food services. For the 12-month period ended December 31, 2020, total average 58 employment in the county decreased 4.5% as compared to the same 12-month period ending December 31, 2019, and average weekly wages increased 8.3%. Average Number of Employees Within Selected Industries – Jefferson County Industry 2016 2017 2018 2019 2020 2021(3) Accommodation and Food Services 23,719 24,051 24,527 24,642 19,726 19,155 Administrative and Waste Services 13,282 13,423 14,289 14,673 14,016 13,902 Agriculture, Forestry, Fishing, Hunting 525 491 453 475 558 574 Arts, Entertainment and Recreation 4,521 4,778 4,970 5,270 3,604 3,171 Construction 15,097 15,868 16,547 18,185 18,447 17,231 Educational Services 17,625 17,615 17,824 18,145 17,429 16,541 Finance and Insurance 7,628 7,816 7,665 7,250 7,089 6,944 Government 17,359 17,583 17,578 17,378 17,253 16,884 Health Care and Social Assistance 33,963 30,969 31,356 31,773 30,519 30,613 Information 4,404 4,421 5,037 5,154 4,958 4,365 Management of Companies/Enterprises 2,349 2,465 2,714 2,627 2,603 2,876 Manufacturing 18,739 18,811 19,541 20,098 20,016 19,946 Mining 335 359 407 407 404 354 Non-classifiable 21 n/a(2) 13 23 31 23 Other Services 7,272 7,601 7,437 7,672 6,959 7,146 Professional and Technical Services 21,794 22,255 23,435 24,687 25,082 25,663 Real Estate, Rental and Leasing 3,696 3,633 3,741 3,711 3,597 3,794 Retail Trade 29,399 29,213 29,466 28,898 27,890 28,917 Transportation and Warehousing 3,434 3,603 3,754 3,827 4,003 4,202 Utilities 964 920 954 950 936 938 Wholesale Trade 7,058 7,008 7,165 7,238 7,054 7,171 Total(1) 233,184 232,885 238,873 243,083 232,174 230,410 (1) Figures may not equal totals when added due to the rounding of averages. (2) Figures were not released due to confidentiality. (3) Figures are averaged through the first quarter of 2021. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). The largest employment sector in the Denver-Aurora CBSA in 2020 was health care and social assistance (comprising approximately 12.5% of the metro area’s work force), followed, in order, by professional and technical services, retail trade, accommodation and food services, and educational services. For the 12-month period ended December 31, 2020, total average employment in the Denver-Aurora CBSA decreased 4.9% as compared to the same 12- month period ending December 31, 2019. 59 Average Number of Employees Within Selected Industries – Denver-Aurora CBSA Industry 2016 2017 2018 2019 2020 2021(2) Accommodation and Food Services 137,017 140,312 142,568 144,777 111,871 107,763 Administrative and Waste Services 97,345 98,064 98,902 100,750 91,081 89,154 Agriculture, Forestry, Fishing, Hunting 2,844 3,446 3,616 4,164 4,436 4,686 Arts, Entertainment and Recreation 27,183 29,046 29,975 32,065 22,827 19,988 Construction 89,122 93,612 99,219 102,079 100,672 98,451 Educational Services 105,846 107,433 108,700 111,885 108,109 106,786 Finance and Insurance 75,472 77,384 78,518 78,320 78,237 79,547 Government 71,750 72,552 73,588 74,322 73,823 71,740 Health Care and Social Assistance 175,797 176,398 181,494 185,801 181,129 185,892 Information 47,513 48,004 51,051 51,705 51,884 52,475 Management of Companies/Enterprises 30,096 31,812 33,288 34,308 33,887 34,237 Manufacturing 69,390 69,266 70,004 70,997 69,354 69,539 Mining 9,119 9,201 10,314 10,916 8,883 7,800 Non-classifiable 144 39 98 133 129 164 Other Services 43,934 45,566 46,066 47,263 42,663 43,074 Professional and Technical Services 130,440 134,382 140,168 147,103 149,456 154,123 Real Estate, Rental and Leasing 27,926 28,823 29,819 31,532 30,384 30,855 Retail Trade 138,161 138,396 139,552 138,864 132,282 136,750 Transportation and Warehousing 57,092 60,767 64,451 69,406 72,725 75,445 Utilities 5,769 5,737 5,745 5,887 6,037 6,097 Wholesale Trade 71,162 72,372 73,263 74,394 72,945 72,901 Total(1) 1,415,505 1,444,879 1,482,398 1,518,254 1,444,289 1,449,255 (1) Figures may not equal totals when added due to the rounding of averages. (2) Figures are averaged through the first quarter of 2021. Source: State of Colorado, Department of Labor and Employment, Labor Market Information, Quarterly Census of Employment and Wages (QCEW). Employers The following table sets forth brief descriptions of the major employers in Jefferson County. No independent investigation has been made of the stability or financial condition of these major employers. Therefore, there can be no representation as to whether or not such employers will retain their status as major employers in the area. 60 Major Employers in Jefferson County Name of Employer Product or Service Estimated Number of Employees(1) Lockheed Martin Aerospace and Defense 7,080 Terumo BCT Medical Technology 2,330 Lutheran Medical Center Healthcare 2,300 National Renewable Energy Laboratory Research Laboratory 2,265 Molson Coors Beverage Company Beverages 2,010 Ball Corporation Aerospace Mfg./Bottle Facility 1,830 St. Anthony Hospital Healthcare 1,780 FirstBank Holding Company of Colorado Financial Services 1,750 CoorsTek Ceramic Component Manufacturing 1,300 Angi Homeservices Inc. Home Improvement/Repair 1,130 Encore Electric Inc. Electrical Services 870 (1) Employers may have multiple locations. Numbers reflect employees in Jefferson County only. Source: Jefferson County Economic Development Corporation, 2021 Economic Profile. Current Construction The following table sets forth the number of building permits issued in the City of Wheat Ridge during the time period indicated. History of Building Permits Issued in Unincorporated Jefferson County New Single Family New Multi-Family New Non-Residential(1) Year Permits Value Permits Value Permits Value 2017 22 $6,955,636 0 -- 17 $24,187,218 2018 20 6,850,137 1 $28,600,000 6 $31,271,625 2019 49 12,681,660 0 -- 3 $541,578 2020 147 37,083,034 7 43,825,600 14 $13,766,617 2021(2) 161 $44,201,395 1 39,116,126 13 $60,298,302 (1) Also includes new residential non-housekeeping buildings; e.g. hotels, motels and tourist cabins. (2) Figures are for January 1 through September 30, 2021. Source: The City. Foreclosure Activity The following table sets forth the number of foreclosures filed in Jefferson County during the time period shown. Such information only represents the number of foreclosures filed and does not take into account foreclosures which were filed and subsequently redeemed or withdrawn. 61 History of Foreclosures – Jefferson County Year Number of Foreclosures Filed Percent Change 2016 520 -- 2017 476 (8.5)% 2018 465 (2.3) 2019 446 (4.1) 2020 178 (60.1) 2021(1) 38 -- (1) Figures are for foreclosures filed from January 1 through July 31, 2021. Sources: Colorado Division of Housing (2016 to 2020 figures) and Jefferson County Public Trustee’s Office (2021 figure). 62 TAX MATTERS General Matters. In the opinion of Butler Snow LLP, Bond Counsel, under existing laws, regulations, rulings and judicial decisions, interest on the Series 2021 Bonds (including any original issue discount properly allocable to the owner of a Series 2021 Bond) is excludable from gross income for federal income tax purposes and is not a specific preference item for purposes of the federal alternative minimum tax. The opinions described above assume the accuracy of certain representations and compliance by the Authority with covenants designed to satisfy the requirements of the Tax Code that must be met subsequent to the issuance of the Series 2021 Bonds. Failure to comply with such requirements could cause interest on the Series 2021 Bonds to be included in gross income for federal income tax purposes retroactive to the date of issuance of the Series 2021 Bonds. The Authority has covenanted to comply with such requirements. Bond Counsel has expressed no opinion regarding other federal tax consequences arising with respect to the Series 2021 Bonds. The accrual or receipt of interest on the Series 2021 Bonds may otherwise affect the federal income tax liability of the owners of the Series 2021 Bonds. The extent of these other tax consequences will depend on such owners’ particular tax status and other items of income or deduction. Bond Counsel has expressed no opinion regarding any such consequences. Purchasers of the Series 2021 Bonds, particularly purchasers that are corporations (including S corporations and foreign corporations operating branches in the United States of America), property or casualty insurance companies, banks, thrifts or other financial institutions, certain recipients of social security or railroad retirement benefits, taxpayers entitled to claim the earned income credit, taxpayers entitled to claim the refundable credit in Section 36B of the Tax Code for coverage under a qualified health plan or taxpayers who may be deemed to have incurred or continued indebtedness to purchase or carry tax-exempt obligations, should consult their tax advisors as to the tax consequences of purchasing or owning the Series 2021 Bonds. Bond Counsel is also of the opinion that, under existing State of Colorado statutes, interest on the Series 2021 Bonds is exempt from Colorado income tax and Colorado alternative minimum taxable income. Bond Counsel has expressed no opinion regarding other tax consequences arising with respect to the Series 2021 Bonds under the laws of the State of Colorado or any other state or jurisdiction. Original Issue Premium. The Series 2021 Bonds that have an original yield below their respective interest rates, as shown on the inside cover of this Official Statement (collectively, the “Premium Bonds”), are being sold at a premium. An amount equal to the excess of the issue price of a Premium Bond over its stated redemption price at maturity constitutes premium on such Premium Bond. A purchaser of a Premium Bond must amortize any premium over such Premium Bond’s term using constant yield principles, based on the purchaser’s yield to maturity (or, in the case of Premium Bonds callable prior to their maturity, generally by amortizing the premium to the call date, based on the purchaser’s yield to the call date and giving effect to any call premium). As premium is amortized, the amount of the amortization offsets a corresponding amount of interest for the period, and the purchaser’s basis in such Premium Bond is reduced by a corresponding amount resulting in an increase in the gain (or decrease in the loss) to be recognized for federal income tax purposes upon a sale or disposition of such Premium Bond prior to its maturity. Even though the purchaser’s basis may be reduced, no federal income tax deduction is allowed. Purchasers of the Premium Bonds should consult their tax advisors with respect to the determination and treatment of premium for 63 federal income tax purposes and with respect to the state and local tax consequences of owning a Premium Bond. Backup Withholding. As a result of the enactment of the Tax Increase Prevention and Reconciliation Act of 2005, interest on federally tax-exempt obligations such as the Series 2021 Bonds is subject to information reporting in a manner similar to interest paid on taxable obligations. Backup withholding may be imposed on payments to any owner of the Series 2021 Bonds that fail to provide certain required information including an accurate taxpayer identification number to any person required to collect such information pursuant to Section 6049 of the Tax Code. The reporting requirement does not in and of itself affect or alter the excludability of interest on the Series 2021 Bonds from gross income for federal income tax purposes or any other federal tax consequence of purchasing, holding or selling federally tax- exempt obligations. Changes in Federal and State Tax Law. From time to time, there are legislative proposals in the Congress and in the states that, if enacted, could alter or amend the federal and state tax matters referred to under this heading “TAX MATTERS” or adversely affect the market value of the Series 2021 Bonds. It cannot be predicted whether or in what form any such proposal might be enacted or whether if enacted it would apply to bonds issued prior to enactment. In addition, regulatory actions are from time to time announced or proposed and litigation is threatened or commenced which, if implemented or concluded in a particular manner, could adversely affect the market value of the Series 2021 Bonds. It cannot be predicted whether any such regulatory action will be implemented, how any particular litigation or judicial action will be resolved, or whether the Series 2021 Bonds or the market value thereof would be impacted thereby. Purchasers of the Series 2021 Bonds should consult their tax advisors regarding any pending or proposed legislation, regulatory initiatives or litigation. The opinions expressed by Bond Counsel are based on existing legislation and regulations as interpreted by relevant judicial and regulatory authorities as of the date of issuance and delivery of the Series 2021 Bonds, and Bond Counsel has expressed no opinion as of any date subsequent thereto or with respect to any pending legislation, regulatory initiatives or litigation. PROSPECTIVE PURCHASERS OF THE SERIES 2021 BONDS ARE ADVISED TO CONSULT THEIR OWN TAX ADVISORS PRIOR TO ANY PURCHASE OF THE SERIES 2021 BONDS AS TO THE IMPACT OF THE TAX CODE UPON THEIR ACQUISITION, HOLDING OR DISPOSITION OF THE SERIES 2021 BONDS. LEGAL MATTERS Litigation Counsel to the Authority states that, as of the date hereof, to the best of his or her knowledge, there is no pending or threatened litigation which would restrain or enjoin the issuance of the Series 2021 Bonds, the Improvement Project, the Refunding Project, or the collection of Pledged Revenues; or in any way contesting or affecting the validity of the Series 2021 Bonds or any proceedings of the Authority taken with respect to the issuance or sale thereof, the pledge or application of any moneys or securities provided for the payment of the Series 2021 Bonds, or the corporate existence or the powers of the Authority. It is the opinion of Counsel to the Authority that any pending litigation will not result in final judgments against the 64 Authority which would, individually or in the aggregate, materially adversely affect its respective financial positions or its ability to perform its obligations to the owners of the Series 2021 Bonds. The City Attorney states that, as of the date hereof, to the best of his knowledge, there is no pending or threatened litigation which would restrain or enjoin the City’s adoption of the Replenishment Resolution or its performance thereunder. It is the opinion of the City Attorney that any pending litigation will not result in final judgments against the City which would, individually or in the aggregate, materially adversely affect its respective financial positions or its ability to perform its obligations to the owners of the Series 2021 Bonds. Approval of Certain Legal Proceedings The approving opinion of Butler Snow LLP, as Bond Counsel, will be delivered with the Series 2021 Bonds. A form of the Bond Counsel opinion is attached to this Official Statement as Appendix E. Butler Snow LLP, Denver, Colorado, has also acted as special counsel to the Authority in connection with this Official Statement. Certain legal matters pertaining to the Authority will be passed upon by Hoffmann, Parker, Wilson & Carberry, P.C., Counsel to the Authority. Certain legal matters pertaining to the City will be passed upon by Murray Dahl Beery & Renaud LLP, the City Attorney. Certain legal matters will be passed upon for the Underwriter by Sherman & Howard L.L.C. Police Power The obligations of the Authority are subject to the reasonable exercise in the future by the State and its governmental bodies of the police power inherent in the sovereignty of the State and to the exercise by the United States of America of the powers delegated to it by the Federal Constitution, including bankruptcy. Governmental Immunity The Colorado Governmental Immunity Act, Title 24, Article 10, C.R.S. (the “Immunity Act”), provides that, with certain specified exceptions, sovereign immunity acts as a bar to any action against a public entity, such as the City, for injuries which lie in tort or could lie in tort. The Immunity Act provides that sovereign immunity is waived by a public entity for injuries occurring as a result of certain specified actions or conditions, including: the operation of a non-emergency motor vehicle owned or leased by the public entity; operation and maintenance of any public water, gas, sanitation, electrical, power or swimming facility; a dangerous condition of any public buildings; the operation of any public water facility; and a dangerous condition of a public highway, road or street as provided in the Immunity Act. Immunity is also waived for peace officers who deprive any other person of individual rights under the conditions specified in State law. In such instances, the public entity may be liable for injuries arising from an act or omission of the public entity, or an act or omission of its public employees, which are not willful and wanton, and which occur during the performance of their duties and within the scope of their employment. The City may not be held liable under the Immunity Act either directly or by indemnification for punitive or exemplary damages unless the City voluntarily pays such damages in accordance with State law. 65 For injuries occurring on or after January 1, 2018, the maximum amounts that may be recovered under the Immunity Act, whether from one or more public entities and public employees, are as follows: (a) for any injury to one person in any single occurrence, the sum of $387,000; (b) for an injury to two or more persons in any single occurrence, the sum of $1,093,000; except in such instance, no person may recover in excess of $387,000. The maximum amounts that may be recovered will increase every four years pursuant to a formula based on the Denver-Aurora-Lakewood Consumer Price Index. The City may be subject to civil liability and damages including punitive or exemplary damages and it may not be able to claim sovereign immunity for actions founded upon various federal laws, or other actions filed in federal court. Examples of such civil liability include suits filed pursuant to 42 U.S.C. § 1983 alleging the deprivation of federal constitutional or statutory rights of an individual. In addition, the City may be enjoined from engaging in anti- competitive practices which violate the antitrust laws. However, the Immunity Act provides that it applies to any State court having jurisdiction over any claim brought pursuant to any federal law, if such action lies in tort or could lie in tort. Certain Constitutional Limitations General. In 1992, the voters of Colorado approved a constitutional amendment which is codified as Article X, Section 20, of the Colorado Constitution (the Taxpayers Bill of Rights or “TABOR”). Pursuant to existing case law, TABOR does not apply to urban renewal authorities, including the Authority. However, TABOR does apply to the City and its application in future years may impact the City’s willingness or ability to comply with the Replenishment Resolution. In general, TABOR restricts the ability of the State and local governments to increase revenues and spending, to impose taxes, and to issue debt and certain other types of obligations without voter approval. TABOR generally applies to the State and all local governments, including the City (“local governments”), but does not apply to “enterprises,” defined as government-owned businesses authorized to issue revenue bonds and receiving under 10% of annual revenue in grants from all state and local governments combined. Because some provisions of TABOR are unclear, litigation seeking judicial interpretation of its provisions has been commenced on numerous occasions since its adoption. Additional litigation may be commenced in the future seeking further interpretation of TABOR. No representation can be made as to the overall impact of TABOR on the future activities of the City, including its ability to generate sufficient revenues for its general operations, to undertake additional programs or to engage in any subsequent financing activities. Voter Approval Requirements and Limitations on Taxes, Spending, Revenues, and Borrowing. TABOR requires voter approval in advance for: (a) any new tax, tax rate increase, mill levy above that for the prior year, valuation for assessment ratio increase, extension of an expiring tax, or a tax policy change causing a net tax revenue gain; (b) any increase in a local government’s spending from one year to the next in excess of the limitations described below; (c) any increase in the real property tax revenues of a local government from one year to the next in excess of the limitations described below; or (d) creation of any multiple- fiscal year direct or indirect debt or other financial obligation whatsoever, subject to certain exceptions such as the refinancing of obligations at a lower interest rate. 66 TABOR limits increases in government spending and property tax revenues to, generally, the rate of inflation and a local growth factor which is based upon, for school districts, the percentage change in enrollment from year to year, and for non-school districts, the actual value of new construction in the local government. Unless voter approval is received as described above, revenues collected in excess of these permitted spending limitations must be rebated. Debt service can be paid without regard to any spending limits, assuming revenues are available to do so. In November 2006, the City’s voters approved the collection and expenditure of all City revenues without regard to the limitations of TABOR for the purposes of police protection, street construction – repair and maintenance, parks and recreation – trails and open space, capital projects and other basic municipal services, without limitation. Notwithstanding that election, no representation can be made, however, as to the overall impact of TABOR on the City’s future operations. Emergency Reserve Funds. TABOR also requires local governments to establish emergency reserve funds. The reserve fund must consist of at least 3% of fiscal year spending. TABOR allows local governments to impose emergency taxes (other than property taxes) if certain conditions are met. Local governments are not allowed to use emergency reserves or taxes to compensate for economic conditions, revenue shortfalls, or local government salary or benefit increases. The City has set aside emergency reserves as required by TABOR. Other Limitations. TABOR also prohibits new or increased real property transfer tax rates and local government income taxes. TABOR allows local governments to enact exemptions and credits to reduce or end business personal property taxes; provided, however, the local governments’ spending is reduced by the amount saved by such action. With the exception of K-12 public education and federal programs, TABOR also allows local governments (subject to certain notice and phase-out requirements) to reduce or end subsidies to any program delegated for administration by the general assembly; provided, however, the local governments’ spending is reduced by the amount saved by such action. RATING S&P Global Ratings, a division of Standard & Poor’s Financial Services LLC business (“S&P”) has assigned its rating to the Series 2021 Bonds as shown on the cover page of this Official Statement. An explanation of the significance of any ratings given by S&P may be obtained from S&P at 55 Water Street, New York, New York 10041. The rating reflects only the views of the rating agency, and there is no assurance that the rating will remain in effect for any given period of time or that the rating will not be lowered or withdrawn entirely if, in the judgment of the rating agency, circumstances so warrant. Other than the City’s responsibilities pursuant to the Disclosure Certificate, neither the City nor the Financial Advisor has undertaken any responsibility either to bring any proposed change in or withdrawal of such rating or to oppose any proposed revision to the attention of the owners of the Series 2021 Bonds. Any change in or withdrawal of any rating could have an adverse effect on the market price of the Series 2021 Bonds. (THIS PAGE INTENTIONALLY LEFT BLANK) A-1 APPENDIX A AUDITED BASIC FINANCIAL STATEMENTS FOR THE CITY FOR THE FISCAL YEAR ENDED DECEMBER 31, 2020 (INCLUDING AUDITED INFORMATION FOR THE AUTHORITY, WHICH IS A COMPONENT UNIT OF THE CITY) NOTE: The audited basic financial statements of the City for the year ended December 31, 2020, attached hereto have been excerpted from the City’s annual audited financial statements for that year. The component unit statements for the Authority have also been excerpted from the City’s audited financial statements and included in this Appendix A. The Table of Contents, the Introductory Section, the Supplementary Information (other than the Authority financial statements), the State Compliance section and the Federal Compliance - Single Audit sections for the year ended December 31, 2020, were purposely excluded from this Appendix A. Such statements provide supporting details and are not necessary for a fair presentation of the audited basic financial statement of the City. The Series 2021 Bonds are payable only from the Trust Estate. The Authority is a component unit of the City for accounting purposes. Inclusion of the City’s financial statements does not indicate that the Series 2021 Bonds are payable from any revenues shown therein, other than the Pledged Revenues. (THIS PAGE INTENTIONALLY LEFT BLANK) CITY OF WHEAT RIDGE FINANCIAL STATEMENTS YEAR ENDED DECEMBER 31, 2020 FINANCIAL SECTION CLA is an independent member of Nexia International, a leading, global network of independent accounting and consulting firms. See nexia.com/member‐firm‐disclaimer for details. (1) CliftonLarsonAllen LLP CLAconnect.com INDEPENDENT AUDITORS’ REPORT Honorable Mayor and Members of City Council City of Wheat Ridge, Colorado Wheat Ridge, Colorado Report on the Financial Statements We have audited the accompanying financial statements of the governmental activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Wheat Ridge, Colorado, as of and for the year ended December 31, 2020, and the related notes to the financial statements, which collectively comprise the entity’s basic financial statements as listed in the table of contents. Management’s Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error. Auditors’ Responsibility Our responsibility is to express opinions on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America and the standards applicable to financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditors’ judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the entity’s internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinions. Honorable Mayor and Members of City Council City of Wheat Ridge, Colorado (2) Opinions In our opinion, the financial statements referred to above present fairly, in all material respects, the respective financial position of the governmental activities, the discretely presented component unit, each major fund, and the aggregate remaining fund information of the City of Wheat Ridge, Colorado as of December 31, 2020, and the respective changes in financial position thereof for the year then ended in accordance with accounting principles generally accepted in the United States of America. Other Matters Required Supplementary Information Accounting principles generally accepted in the United States of America require that the management’s discussion and analysis and the budgetary comparison schedules on pages 4-13 and 38-41 be presented to supplement the basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. We have applied certain limited procedures to the required supplementary information in accordance with auditing standards generally accepted in the United States of America, which consisted of inquiries of management about the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We do not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. Other Information Our audit was conducted for the purpose of forming opinions on the financial statements that collectively comprise the City of Wheat Ridge, Colorado’s basic financial statements. The combining and individual fund statements and schedules and the local highway finance report are presented for purposes of additional analysis and are not a required part of the basic financial statements. The schedule of expenditures of federal awards, as required by Title 2 U.S. Code of Federal Regulations Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance), is also presented for purposes of additional analysis and is not a required part of the basic financial statements. The combining and individual fund statements and schedules, the local highway finance report, and the schedule of expenditures of federal awards are the responsibility of management and was derived from and relates directly to the underlying accounting and other records used to prepare the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the basic financial statements or to the basic financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion, the information is fairly stated, in all material respects, in relation to the basic financial statements as a whole. The introductory section has not been subjected to the auditing procedures applied in the audit of the basic financial statements, and accordingly, we do not express an opinion or provide any assurance on it. Honorable Mayor and Members of City Council City of Wheat Ridge, Colorado (3) Other Reporting Required by Government Auditing Standards In accordance with Government Auditing Standards, we have also issued our report dated July 2, 2021, on our consideration of the City’s internal control over financial reporting and on our tests of its compliance with certain provisions of laws, regulations, contracts, and grant agreements and other matters. The purpose of that report is solely to describe the scope of our testing of internal control over financial reporting and compliance and the result of that testing, and not to provide an opinion on the effectiveness of the City’s internal control over financial reporting or on compliance. That report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the City’s internal control over financial reporting and compliance. a CliftonLarsonAllen LLP Broomfield, Colorado July 2, 2021 CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (4) As management of the City of Wheat Ridge, we offer this narrative overview and analysis of the financial activities of the City of Wheat Ridge for the fiscal year ended December 31, 2020. Please read it in conjunction with the City’s financial statements, which follow this section. Financial Highlights The assets of the City of Wheat Ridge exceeded its liabilities and deferred inflows of resources at the close of fiscal year 2020 by $97.7 million (net position). Of this amount, $13.7 million (unrestricted net position) may be used to meet the City’s ongoing obligations to citizens and creditors. At the close of fiscal year 2020, the City of Wheat Ridge’s governmental funds reported combined ending fund balances of $29.8 million, a decrease of approximately $8.2 million compared to the prior year. Approximately $7.9 million (27%), is available for spending at the City’s discretion (unassigned fund balance). At the end of the fiscal year 2020, unassigned fund balance for the General Fund was $7.9 million, or 21% of total General Fund expenditures. General Fund actual revenues were $2.6 million less than final budgeted revenue for the fiscal year 2020 and actual expenditures were $3.9 million less than final budgeted expenditures. Overview of the Financial Statements This discussion and analysis is intended to serve as an introduction to the City of Wheat Ridge’s basic financial statements. The basic financial statements comprise three components: 1) government-wide financial statements, 2) fund financial statements, and 3) notes to the financial statements. This report also contains other supplementary information in addition to the basic financial statements themselves. Government-wide financial statements. The government-wide financial statements report information on all activities of the City and its component unit (Wheat Ridge Urban Renewal Authority). The statement of net position includes all of the City’s assets and liabilities. All of the current year’s revenues and expenses are accounted for in the statement of activities regardless of when cash is received or paid. The statement of net position presents information on all of the City of Wheat Ridge’s assets, liabilities, and deferred inflows of resources, with the difference reported as net position. Over time, increases or decreases in net position may serve as a useful indicator of whether the financial position of the City of Wheat Ridge is improving or deteriorating. The statement of activities presents information showing how the City of Wheat Ridge’s net position changed during fiscal year 2020. All changes in net position are reported as soon as the underlying event giving rise to the change occurs, regardless of the timing of related cash flows. Thus, revenues and expenses reported in this statement for some items will result in cash flows in future fiscal periods (e.g., uncollected taxes and earned but unused vacation leave). CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (5) The government-wide financial statements include not only the City itself, but also the legally separate Wheat Ridge Urban Renewal Authority for which the City is financially accountable. The governmental activities of the City include general government, economic development, community development, police, public works, and parks and recreation. Fund financial statements. The fund financial statements provide more detailed information about the City’s most significant funds – not the City as a whole. Funds are accounting devices that the City uses to keep track of specific sources of funding and spending for particular purposes. Some funds are required by State law (like the Police Investigation Fund). The City Council establishes other funds to control and manage money for particular purposes (like the Public Art Fund) or to show that it is properly using certain taxes and grants (like the Conservation Trust Fund). The City has one type of fund: Governmental funds – All of the City’s basic services are included in governmental funds, which focus on (1) how cash and other financial assets can readily be converted to cash flow in and out and (2) the balances left at year-end that are available for spending. Consequently, the governmental funds statements provide a detailed short-term view that helps determine whether or not there are more or fewer financial resources that can be spent in the near future to finance the City’s programs. Because this information does not encompass the additional long-term focus of the government-wide statements, additional information on the subsequent pages is provided to explain the relationship (or differences) between them. Financial Analysis of the City as a Whole Net position. As noted earlier, net position may serve over time as a useful indicator of a government’s financial position. In the case of the City of Wheat Ridge, assets exceeded liabilities and deferred inflows of resources by $97.7 million at the close of the 2020 fiscal year. By far the largest portion of the City of Wheat Ridge’s net position (77%) reflects its investment in capital assets (e.g., land, buildings, machinery, and equipment). The City of Wheat Ridge uses these capital assets to provide services to citizens; consequently, these assets are not available for future spending. An additional portion of the City of Wheat Ridge’s net position (9.3%) represents resources that are subject to external restrictions on how they may be used (capital projects, open space and parks, police investigations, crime prevention activities, government access channel and emergency reserves). The remaining balance of unrestricted net position ($13.7 million) may be used to meet the City’s obligations to citizens and creditors. At the end of the current fiscal year, the City of Wheat Ridge is able to report positive balances in net position for the City as a whole. The same situation held true for the prior fiscal year. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (6) City of Wheat Ridge Net Position 2020 2019 Current and Other Assets 33,911,277$ 45,140,320$ Capital Assets 91,582,207 77,762,531 Total Assets 125,493,484 122,902,851 Other Liabilities 2,824,116 4,994,807 Long-Term Liabilities 23,836,303 26,445,026 Total Liabilities 26,660,419 31,439,833 Deferred Inflows of Resources 1,147,329 1,139,393 Net Position Net Investment in Capital Assets 74,896,281 63,074,600 Restricted 9,100,455 14,938,563 Unrestricted 13,689,000 12,310,462 Total Net Position 97,685,736$ 90,323,625$ Governmental Activities Changes in Net Position Governmental activities. Current and other assets decreased 25% primarily due to a decrease in cash and investments relating primarily to additional capital outlays and expenditures as part of the Investing 4 the Future Fund. Capital assets increased by 18% due to construction in process primarily due to the public infrastructure completed for the Clear Creek Crossing and the Wheat Ridge Ward Station developments. Long-term liabilities decreased mostly due to payments of principal and interest on Sales and Use Tax Revenue Bonds Series 2017A. Other Liabilities decreased relating to a significant overpayment of use tax in 2019 which was outstanding as of the end of 2019 and refunded during 2020. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (7) City of Wheat Ridge Changes in Net Position 2020 2019 REVENUES Program Revenues Charges for Services 4,774,318$ 6,541,212$ Operating Grants and Contributions 4,139,682 2,329,594 Capital Grants and Contributions 6,207,250 5,321,376 General Revenues Property Taxes 1,117,830 1,005,826 Sales Taxes 25,045,729 24,021,983 Use Taxes 5,936,103 4,751,330 Franchise Taxes 1,549,347 1,570,323 Lodgers Taxes 850,196 1,512,718 Other Taxes 741,664 691,927 Investment Income 410,583 938,408 Miscellaneous 710,835 637,917 Total Revenues 51,483,537 49,322,614 EXPENSES General Government 11,720,416 12,980,705 Economic Development 1,854,486 1,721,000 Community Development 2,875,501 1,645,242 Police 12,533,220 11,908,913 Public Works 5,100,882 8,867,412 Parks and Recreation 9,423,226 10,140,461 Interest on Long-Term Debt 613,695 678,599 Total Expenses 44,121,426 47,942,332 CHANGE IN NET POSITION 7,362,111 1,380,282 Net Position - Beginning of Year 90,323,625 88,943,343 NET POSITION - END OF YEAR 97,685,736$ 90,323,625$ General Government expenses include budgets for the City Treasurer, Legislative Services, Financial Services, City Manager, City Attorney, City Clerk’s Office, Municipal Court, Administrative Services, Human Resources, Purchasing and Contracting, Information Technology and Central Charges. Although the City experienced a significant decrease in revenues associated with Charges for Services, Lodgers Taxes and Investment Income due to the COVID-19 pandemic, total revenue growth compared to 2019 is 4.4% higher. This increase is mostly attributable to an increase in Sales and Use Tax and Operating and Capital Grants and Contributions. Despite the COVID-19 pandemic on-going during most of 2020, Sales Tax, Use Tax, and Property Tax revenue increased 7.8% in total compared to 2019 which is considered to be attributable to strong economic conditions in Wheat Ridge underlying the pandemic. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (8) Charges for Services decreased 27% and Lodgers Taxes decreased 43.8% compared to 2019. Both of these decreases are a result of parks and recreation facility closures and quarantine and travel restrictions due to COVID-19. Operating Grants and Contributions increased 77.7% primarily relating to the Coronavirus Relief Fund amount passed-through to the City from Jefferson County which was used in responding to the public health crisis and financial impact to the community from COVID-19. Capital Grants and Contributions increased 16.6% relating to grant revenue for the Wadsworth improvement project. Expenses in general are 8.0% lower than 2019 due to an enterprise-wide reduction in spending in response to uncertainties surrounding COVID-19. - 2,000,000 4,000,000 6,000,000 8,000,000 10,000,000 12,000,000 14,000,000 General Government Economic Development Community Development Police Public Works Parks and Recreation Expenses and Program Revenues - Governmental Activities Expenses Program Revenues Financial Analysis of the City’s Funds The focus of the City of Wheat Ridge’s governmental funds is to provide information on near-term inflows, outflows, and balances of spendable resources. Such information is useful in assessing the City of Wheat Ridge’s financing requirements. In particular, unrestricted fund balance may serve as a useful measure of a government’s net resources available for spending at the end of the fiscal year. As of the end of fiscal year 2020, the City of Wheat Ridge’s governmental funds reported combined ending fund balances of $29.8 million, a decrease of $8.2 million in comparison with the prior year. Approximately 27% of this total amount ($7.9 million) constitutes unassigned fund balance, which is available for spending at the City’s discretion. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (9) The remainder of fund balance is restricted to indicate that it is not available for new spending because it has already been restricted or shown as nonspendable for: Developer Loan Receivable $1,085,000 Prepaid Items $226,431 Capital Projects – Investing 4 the Future $8,553,991 Open space and parks $4,427,363 Police Investigations Fund $37,016 Crime Prevention Activities Fund $292,218 Government Access Channel $225,072 TABOR-mandated emergency reserves $1,330,000 or committed to: Municipal Court Fund $94,335 Public Art Fund $274,164 or assigned to: General Fund subsequent year’s budget $1,274,671 Capital Projects Fund $3,961,205 Capital Equipment Replacement Fund $87,206 The General Fund is the chief operating fund of the City of Wheat Ridge. At the end of fiscal year 2020, unassigned fund balance of the General Fund was $7.9 million, while total General Fund balance decreased to approximately $12 million. As a measure of the General Fund’s liquidity, it may be useful to compare both unassigned fund balance and total fund balance to total fund expenditures. Unassigned fund balance represents 21% of total General Fund expenditures, while total fund balance represents 32% of that same amount. The Open Space Fund was created in 1972 for the purpose of acquiring, developing and maintaining open space and park properties within the City of Wheat Ridge. Major projects in 2020 and 2019 include Prospect Park Phases I, park playground renovations, and Anderson Park renovations. At the end of 2020, the Open Space Fund balance was nearly $1.2 million higher than the prior year due to the timing of project expenditures, with fewer project expenditures incurred in 2020 compared to 2019. The Capital Projects Fund uses assigned funds to upgrade, maintain and expand the City of Wheat Ridge facilities, buildings, grounds, streets, parks and roads. Compared to 2019, capital outlays were $3.5 million higher in 2020 primarily due to the City’s share of the Wadsworth improvement project. While the City continues to receive revenues from the ½ of 1% sales and use tax rate increase in 2017, expenditures in the Investing 4 the Future fund have increased significantly due to continued project spending on Clear Creek Crossing and the Wadsworth improvement project. The City of Wheat Ridge has seven non-major funds that are restricted for, committed to, and assigned to a variety of purposes. The combined fund balance is $1.6 million, which is comparable to 2019. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (10) General Fund Budgetary Highlights The original budget was amended by City Council for a total of $1,901,148 in supplemental budget appropriations throughout the 2020 fiscal year. These amendments can be briefly summarized as follows: Supplemental Budget Appropriations: Organized from largest to smallest expenditure $1,314,880 allocated for re-encumbrance of 2019 encumbered funds $250,000 allocated for Phase 1 of the Business Recovery Program $250,000 allocated for Phase 2 of the Business Stabilization Program $36,268 allocated for the replacement of a police vehicle $35,000 allocated for City Attorney Fees $15,000 allocated for funding the historic structure assessment grant During the 2020 fiscal year, unassigned fund balance in the General Fund decreased to $7.9 million, a decrease of $2.7 million from the previous year. Part of the decrease relates to $1.3 million presented as assigned fund balance in 2020 relating to the 2021 budget adopted with an anticipated use of fund balance to balance the budget. The remaining decrease is due to a combination of increased expenditures relating to COVID relief and other additional expenditures in 2020 compared to 2019. The 2020 General Fund budget was adopted without using any of the fund balance to balance the budget. However, the final budget allocated $3,600,000 of the fund balance to the Capital Projects Fund for capital improvements and $100,000 to the Equipment Replacement fund. Capital Asset and Debt Administration Capital assets. The City of Wheat Ridge’s investment in capital assets for its governmental activities as of December 31, 2020 amounts to $91.6 million (net of accumulated depreciation). This investment in capital assets includes land, artwork, construction in progress, land improvements, buildings, vehicles, machinery and equipment, infrastructure, software and solar power capacity. Additional information on capital assets is provided in Note 4 of the financial statements. Major capital asset events during the 2020 fiscal year totaled $18.0 million and included the following: Land in the amount of $128,227 million o Contributed land relating to right of way Construction in Progress in the amount of $17.0 million o Clear Creek Crossing o Wadsworth widening project o City Hall project o Bonnie’s Park project o Public improvement projects Buildings and Structures in the amount of $244,613 o Upgrades to the Public Works Engineering building o Replacement of the HVAC system to the Recreation Center o Upgrades to audio-visual equipment in City conference rooms CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (11) Vehicles in the amount of $477,382 o One Public Works backhoe o Three Parks and Recreation Maintenance trucks o Two Parks and Recreation Forestry trucks o Three Police Patrol utility vehicles o Two Police Traffic Enforcement trucks Machinery and Equipment in the amount of $149,822 o One wide-format printer o Traffic signal upgrade o One John Deere mower o School playground equipment Software in the amount of $6,229 o Parks and Recreation Setpoint InteliWEB and InteliVIZ software upgrade City of Wheat Ridge’s Capital Assets (Net of Depreciation) 2020 2019 Land 16,259,787$ 16,131,560$ Artwork 196,795 196,795 Construction in Progress 31,556,759 14,716,237 Land Improvements 17,424,154 18,184,356 Buildings 9,612,976 9,982,732 Vehicles 2,660,146 2,607,715 Machinery and Equipment 2,153,783 2,516,872 Infrastructure 11,094,906 12,737,204 Software 69,552 96,880 Solar Power Capacity 553,349 592,180 Total Capital Assets 91,582,207$ 77,762,531$ Long-term debt. At the end of the 2020 fiscal year, the City of Wheat Ridge had total long-term debt outstanding of $23.8 million. Of this amount, $3.3 million is due within one year. This total debt represents future bond principal payable from the Investing 4 the Future Fund sales and use tax, and compensated absences, claims payable, and lease payments for solar panels, which are expected to be liquidated primarily with revenues of the General Fund. Additional information for long-term debt is provided in Note 5 to the financial statements. Economic Factors and Next Year’s Budgets and Rates The City’s sales and use tax rate until December 31, 2016 was 3%. The rate then increased by .5% to 3.5% by authority of the November 2016 ballot measure. The mill levy was 1.830 mills. Both rates are among the lowest in the Denver metro area. Pursuant to the November 2016 ballot measure, the City issued $30,595,000 in bonds on May 2, 2017. These funds are managed in restricted revenue Fund 31, Investing 4 the Future. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (12) The impact of the COVID-19 global pandemic was not as severe on the City’s revenues as originally predicted. The Wheat Ridge local economy performed well, resulting in continued growth in sales tax and development related revenues. Some areas of the City’s revenues, however, were severely impacted in 2020 and are anticipated to experience slower recoveries in 2021 and beyond. These revenues include lodgers’ taxes, a funding source for the General, Crime Prevention and Capital Improvement Program funds; recreation related charges for services; and interest. The City will receive approximately $7.9 million in 2021 and 2022 from the American Rescue Plan Act to assist in the recovery of the pandemic and respond to the negative economic impacts of COVID-19. Economic development at the Appleridge Shopping Center has resulted in the backfilling of the former Walmart location which closed in 2017. While the four retail tenants that took over the space in the fourth quarter of 2019 experienced a slow start due to the pandemic, recent activity shows strength in sales as the community emerges from the pandemic. This same shopping center has benefited from the arrival of Uncle Julio’s Hacienda Colorado, and a large Starbucks location. Applejack Wine and Spirits is undergoing a renovation which is expected to result in incremental sales tax revenues. The Corners at Wheat Ridge is nearing completion with the addition of multifamily housing and the addition of Raising Cane’s quick serve restaurant. Unfortunately, in 2020, its major tenant, Lucky’s Market closed due to corporate financing and work is in progress to backfill the space. When the project is fully built out, an additional 75,000 sq. ft. of commercial retail space will be added to the City. The project is projected to generate approximately $650,000 in sales tax revenue annually, although backfilling the grocery store loss is challenging in the economic climate caused by the pandemic. The Clear Creek Crossing project entitlements and public finance agreement were approved in 2018 and infrastructure construction, including new access ramps, is nearing completion. The first business on the new development, a Kum and Go gas station, opened in 2021 along with a multifamily housing development. A credit union is currently under construction and a hotel and fitness facility are under review with the City. The developer is finalizing the leasing plan for potential tenants to include retail, hospitality and entertainment but negotiations have slowed due to the pandemic. SCL Health broke ground in June 2021 on a multi-year construction project of a medical campus which will result in significant development-related revenues for the City. As the timing of the retail portion of the development is uncertain, no new sales tax revenues have been budgeted in 2021. The Longs Peak Metropolitan District (LPMD) will reimburse the City $507,038 for the environmental assessment expense and approximately $10 million for the access ramp construction. The reimbursement will likely occur in 2022 when the LPMD issues bonds for the Clear Creek Crossing project. This reimbursement revenue has not been factored into the 2021 budget. Once the project is fully built out, sales tax, lodging, admissions and use tax revenue is projected to total $1.8 million annually. Renewal Wheat Ridge (RWR), the City’s Urban Renewal Authority, will issue tax-exempt bonds in September 2021 to fund various capital projects within the I-70/Kipling Corridors Urban Renewal Plan Area. The total bond issuance will provide approximately $40 million in project funds to be used by RWR and the City to construct public improvements in the Plan Area. Projects funded through this program target the Area’s transportation corridors and include the completion of the street, right-of-way, trail and pedestrian bridge infrastructure at the Wheat Ridge Ward commuter rail station; improvements to major intersections; development assistance for public improvements of commercial developments; and drainage improvements. CITY OF WHEAT RIDGE MANAGEMENT’S DISCUSSION AND ANALYSIS DECEMBER 31, 2020 (13) While the pandemic slowed other commercial redevelopment projects across the City, projects are now back on track and are projected to increase sales tax revenue starting in 2021. The redeveloped Gold’s Marketplace site at 26th and Kipling has attracted Esters Neighborhood Pub and Queen City Coffee and the improvements are expected to attract additional tenants and allow existing tenants to expand their operations. Due to the pandemic, and in line with communities across the country, local small businesses are currently struggling to attract and retain hourly workers, in some cases slowing the opening of new businesses. The adopted 2021 fiscal year budget is $59.5 million. It includes a $37.6 million operating budget, a $3.5 million Investing 4 the Future capital projects budget, a $13.9 million CIP budget and $4.5 million for special revenue budgets. Requests for Information This financial report is designed to provide a general overview of the City of Wheat Ridge’s finances for those with an interest in the City’s finances. Questions concerning any of the information provided in this report or requests for additional financial information should be addressed to: Administrative Services Director City of Wheat Ridge 7500 W. 29th Avenue Wheat Ridge, Colorado 80033 (14) BASIC FINANCIAL STATEMENTS CITY OF WHEAT RIDGE STATEMENT OF NET POSITION DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (15) Primary Government Component Unit Governmental Urban Renewal Activities Authority ASSETS Cash and Investments 16,472,143$ 2,154,500$ Restricted Cash and Investments 8,513,550 946,116 Accounts Receivable 3,590,445 185,249 Property Taxes Receivable 1,147,329 1,850,373 Intergovernmental Receivables 2,876,379 - Loans Receivable 1,085,000 - Prepaid Items 226,431 - Property Held for Resale - 330,299 Capital Assets, Not Being Depreciated 48,013,341 4,999,880 Capital Assets, Net of Depreciation 43,568,866 - Total Assets 125,493,484 10,466,417 LIABILITIES AND DEFERRED INFLOWS OF RESOURCES AND NET POSITION Liabilities Accounts Payable 1,723,613 718,470 Accrued Liabilities 738,889 - Retainage Payable 23,070 - Refundable Deposits 214,346 - Unearned Revenues 51,985 - Accrued Interest Payable 72,213 84,832 Noncurrent Liabilities Due Within One Year 3,336,340 330,000 Due in More than One Year 20,499,963 7,562,084 Total Liabilities 26,660,419 8,695,386 Deferred Inflows of Resources Property Taxes 1,147,329 1,850,373 Total Deferred Inflows 1,147,329 1,850,373 Net Position Net Investment in Capital Assets 74,896,281 - Restricted for: Capital Projects 2,788,786 - Open Space and Parks 4,427,363 - Police Investigations 37,016 - Crime Prevention Activities 292,218 - Government Access Channel 225,072 - Emergencies 1,330,000 - Unrestricted 13,689,000 (79,342) Total Net Position 97,685,736$ (79,342)$ CITY OF WHEAT RIDGE STATEMENT OF ACTIVITIES YEAR ENDED DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (16) Primary Component Operating Capital Government Unit Charges for Grants and Grants and Governmental Urban Renewal Functions/Programs Expenses Services Contributions Contributions Activities Authority Primary Government Governmental Activities General Government 11,720,416$ 507,643$ 2,539,166$ 224,374$ (8,449,233)$ -$ Economic Development 1,854,486 - - - (1,854,486) - Community Development 2,875,501 2,055,059 - - (820,442) - Police 12,533,220 432,308 139,923 - (11,960,989) - Public Works 5,100,882 370,482 1,460,593 4,540,728 1,270,921 - Parks and Recreation 9,423,226 1,408,826 - 1,442,148 (6,572,252) - Interest on Long-term debt 613,695 - - - (613,695) - Total Primary Government 44,121,426$ 4,774,318$ 4,139,682$ 6,207,250$ (29,000,176) - Component Unit Urban Renewal Authority 2,676,905$ -$ 300,000$ -$ (2,376,905) General Revenues Property Taxes 1,117,830 1,171,292 Sales Taxes 25,045,729 870,716 Use Taxes 5,936,103 - Franchise Taxes 1,549,347 - Lodgers Taxes 850,196 - Other Taxes 741,664 - Investment Income 410,583 10,950 Miscellaneous 710,835 - Total General Revenues 36,362,287 2,052,958 Change in Net Position 7,362,111 (323,947) Net Position - Beginning of Year 90,323,625 244,605 Net Position - End of Year 97,685,736$ (79,342)$ Net (Expense) Revenue and Change in Net Position CITY OF WHEAT RIDGE BALANCE SHEET – GOVERNMENTAL FUNDS DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (17) Other Open Capital Investing 4 Governmental General Space Projects the Future Funds Totals ASSETS Cash and Investments 9,021,329$ 3,389,770$ 2,480,670$ -$ 1,580,374$ 16,472,143$ Restricted Cash and Investments - - - 8,513,550 - 8,513,550 Accounts Receivable 3,105,643 - 9,515 461,021 14,266 3,590,445 Property Taxes Receivable 1,147,329 - - - - 1,147,329 Intergovernmental Receivables 388,089 262,338 2,186,123 39,829 - 2,876,379 Loans Receivable 1,085,000 - - - - 1,085,000 Prepaid Items 226,431 - - - - 226,431 Total Assets 14,973,821$ 3,652,108$ 4,676,308$ 9,014,400$ 1,594,640$ 33,911,277$ LIABILITIES Accounts Payable 817,354$ 190$ 437,647$ 460,409$ 8,013$ 1,723,613$ Accrued Liabilities 712,646 12,810 - - 13,433 738,889 Retainage Payable - - 23,070 - - 23,070 Refundable Deposits 214,346 - - - - 214,346 Unearned Revenues 51,985 - - - - 51,985 Total Liabilities 1,796,331 13,000 460,717 460,409 21,446 2,751,903 DEFERRED INFLOWS OF RESOURCES Property Taxes 1,147,329 - - - - 1,147,329 Grants - - 254,406 - - 254,406 Total Deferred Inflows 1,147,329 - 254,406 - - 1,401,735 FUND BALANCES Nonspendable Loans Receivable 1,085,000 - - - - 1,085,000 Prepaid Items 226,431 - - - - 226,431 Restricted For: Capital Projects - - - 8,553,991 - 8,553,991 Open Space and Parks - 3,639,108 - - 788,255 4,427,363 Police Investigations - - - - 37,016 37,016 Crime Prevention Activities - - - - 292,218 292,218 Government Access Channel 225,072 - - - - 225,072 Emergencies 1,330,000 - - - - 1,330,000 Committed to: Municipal Court - - - - 94,335 94,335 Public Art - - - - 274,164 274,164 Assigned to: Subsequent Year's Budget 1,274,671 - - - - 1,274,671 Capital Projects - - 3,961,185 - - 3,961,185 Equipment Replacement - - - - 87,206 87,206 Unassigned 7,888,987 - - - - 7,888,987 Total Fund Balances 12,030,161 3,639,108 3,961,185 8,553,991 1,573,194 29,757,639 Total Liabilities, Deferred Inflows of Resources and Fund Balances 14,973,821$ 3,652,108$ 4,676,308$ 9,014,400$ 1,594,640$ 33,911,277$ CITY OF WHEAT RIDGE RECONCILIATION OF THE BALANCE SHEET OF GOVERNMENTAL FUNDS TO THE STATEMENT OF NET POSITION DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (18) Amounts Reported for Governmental Activities in the Statement of Net Position are Different Because: Total Fund Balances of Governmental Funds 29,757,639$ Capital assets used in governmental activities are not current financial resources, and therefore, are not reported in governmental funds. 91,582,207 Because the focus of governmental funds is on short-term financing, some assets will not be available to pay for current-period expenditures. Those assets (for example, receivables) are offset by deferred inflows of resources in the governmental funds and thus are not included in fund balance. Intergovernmental Revenues 254,406 Long-term liabilities and related items are not due and payable in the current year, and therefore are not reported in governmental funds. Bonds Payable (20,365,000) Bond Premium (1,285,201) Capital Lease Payable (579,873) Accrued Compensated Absences (1,462,804) Claims Payable (143,425) Accrued Interest Payable (72,213) Total Net Position of Governmental Activities 97,685,736$ CITY OF WHEAT RIDGE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES GOVERNMENTAL FUNDS YEAR ENDED DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (19) Other Open Capital Investing 4 Governmental General Space Projects the Future Funds Totals REVENUES Taxes 30,368,986$ -$ 169,561$ 4,423,892$ 278,430$ 35,240,869$ Licenses and Permits 1,799,811 - - - - 1,799,811 Intergovernmental 4,147,182 1,442,148 4,955,543 - 323,951 10,868,824 Charges for Services 2,321,022 349,621 23,414 - 10,351 2,704,408 Fines and Forfeitures 252,161 - - - 17,938 270,099 Investment Income 165,104 5,837 8,375 223,899 7,368 410,583 Miscellaneous 326,657 10,000 - 287,208 300 624,165 Total Revenues 39,380,923 1,807,606 5,156,893 4,934,999 638,338 51,918,759 EXPENDITURES Current General Government 9,731,696 - - 1,085,172 6,927 10,823,795 Economic Development 1,850,590 - - - - 1,850,590 Community Development 2,821,771 - - - - 2,821,771 Police 11,714,266 - - - 466,180 12,180,446 Public Works 2,955,597 - 168 - - 2,955,765 Parks and Recreation 7,458,574 519,590 - - - 7,978,164 Capital Outlay 849,620 12,002 4,849,017 12,206,847 321,809 18,239,295 Debt Service Principal 44,931 - - 2,565,000 - 2,609,931 Interest 36,214 - - 934,700 - 970,914 Total Expenditures 37,463,259 531,592 4,849,185 16,791,719 794,916 60,430,671 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 1,917,664 1,276,014 307,708 (11,856,720) (156,578) (8,511,912) OTHER FINANCING SOURCES (USES) Proceeds from Sale of Capital Assets 86,670 - - - - 86,670 Insurance Proceeds 216,874 - - - - 216,874 Transfers In - 3,600,000 - 100,000 3,700,000 Transfers Out (3,700,000) - - - - (3,700,000) Total Financing Sources (Uses) (3,396,456) - 3,600,000 - 100,000 303,544 NET CHANGE IN FUND BALANCES (1,478,792) 1,276,014 3,907,708 (11,856,720) (56,578) (8,208,368) Fund Balances - Beginning of Year, as Restated 13,508,953 2,363,094 53,477 20,410,711 1,629,772 37,966,007 FUND BALANCES - END OF YEAR 12,030,161$ 3,639,108$ 3,961,185$ 8,553,991$ 1,573,194$ 29,757,639$ CITY OF WHEAT RIDGE RECONCILIATION OF THE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCES OF GOVERNMENTAL FUNDS TO THE STATEMENT OF ACTIVITIES DECEMBER 31, 2020 See accompanying Notes to Financial Statements. (20) Amounts Reported for Governmental Activities in the Statement of Activities are Different Because: Net Change in Fund Balances of Governmental Funds (8,208,368)$ Capital outlays to purchase or construct capital assets are reported in governmental funds as expenditures. However, for governmental activities those costs are capitalized in the statement of net position and are allocated over the estimated useful lives as annual depreciation expense in the statement of activities. Capital Outlays 17,718,568 Depreciation Expense (4,027,119) Contributed Assets 128,227 Some revenues reported in the statement of activities are not available as current financial resources and, therefore, are not reported as revenues in governmental funds. Negative amounts indicate a decrease in accruals between fiscal years. Examples are revenues from grant reimbursements. Intergovernmental Revenue (866,993) Repayment of debt principal is an expenditure in the governmental funds, but the repayment reduces long-term liabilities in the statement of net position and does not affect the statement of activities. Bond Payments 2,565,000 Capital Lease Payments 44,931 Some expenses reported in the statement of activities do not require the use of current financial resources, and therefore, are not reported as expenditures in governmental funds. This represents changes in the following. Accrued Interest Payable 9,073 Amortization of Premium 348,146 Compensated Absences (293,682) Claims Payable (55,672) Change in Net Position of Governmental Activities 7,362,111$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (21) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES The City of Wheat Ridge, Colorado (the City) was incorporated in August 1969, and became a home rule city in 1976, as defined by State statutes. The City is governed by a Mayor and eight- member Council elected by the residents. The accounting policies of the City conform to generally accepted accounting principles as applicable to government entities. The Governmental Accounting Standards Board (GASB) is the accepted standard-setting body for establishing governmental accounting and financial reporting principles. Reporting Entity The financial reporting entity consists of the City, organizations for which the City is financially accountable, and organizations that raise and hold economic resources for the direct benefit of the City. All funds, organizations, institutions, agencies, departments and offices that are not legally separate are part of the City. Legally separate organizations for which the City is financially accountable are considered part of the reporting entity. Financial accountability exists if the City appoints a voting majority of the organization’s governing board and is able to impose its will on the organization, or if there is a potential for the organization to provide benefits to, or impose financial burdens on, the City. Based on the application of these criteria, the City includes the following organization in its reporting entity. The Wheat Ridge Urban Renewal Authority (the Authority) was created to redevelop or rehabilitate certain blighted areas within the City. The Authority board members are appointed by the Mayor and City Council. Although the Authority is legally separate from the City, the Authority’s primary revenue source, tax increment financing, can only be established by the City. The Authority is discretely presented in the financial statements and does not issue separate financial statements. Government-wide and Fund Financial Statements The government-wide financial statements (i.e., the statement of net position and the statement of activities) report information on all activities of the City and its component unit. For the most part, the effect of interfund activity has been removed from these statements. Exceptions to this general rule are charges for interfund services that are reasonably equivalent to the services provided. Governmental activities, which normally are supported by taxes and intergovernmental revenues, are reported in a single column. The primary government is reported separately from the legally separate component unit for which the City is financially accountable. The statement of activities demonstrates the degree to which the direct expenses of the given function or segment are offset by program revenues. Direct expenses are those that are clearly identifiable with a specific function or segment. Program revenues include 1) charges to customers who purchase, use, or directly benefit from goods, services, or privileges provided by a given function or segment and 2) grants and contributions that are restricted to meeting the operational or capital requirements of a particular function or segment. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (22) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Government-wide and Fund Financial Statements (Continued) Taxes and other items not properly included among program revenues are reported instead as general revenues. Internally dedicated resources are reported as general revenues rather than as program revenues. Separate financial statements are provided for the governmental funds. Major individual funds are reported as separate columns in the fund financial statements. Measurement Focus, Basis of Accounting, and Financial Statement Presentation The government-wide financial statements are reported using the economic resources measurement focus and the accrual basis of accounting. Revenues are recorded when earned and expenses are recorded when the liability is incurred, regardless of the timing of related cash flows. Property taxes are recognized as revenues in the year for which they are levied. Grants and similar items are recognized as revenues as soon as all eligibility requirements imposed by the provider have been met. Governmental fund financial statements are reported using the current financial resources measurement focus and the modified accrual basis of accounting. Revenues are recognized as soon as they are both measurable and available. Revenues are considered to be available when they are collected within the current year or soon enough thereafter to pay liabilities of the current year. For this purpose, the City considers revenues to be available if they are collected within 60 days of the end of the current year. Taxes, intergovernmental revenues, and interest associated with the current year are considered to be susceptible to accrual and so have been recognized as revenues of the current year. All other revenues are considered to be measurable and available only when cash is received by the City. Expenditures generally are recorded when a liability is incurred, as under accrual accounting. However, debt service expenditures, as well as expenditures related to compensated absences, are recorded only when payment is due. When both restricted and unrestricted resources are available for a specific use, it is the City’s practice to use restricted resources first, then unrestricted resources as they are needed. The City reports the following major governmental funds: The General Fund is the general operating fund of the City. It is used to account for all financial resources except those accounted for in another fund. The Open Space Fund accounts for County shared revenues, grants, and development fees restricted for the acquisition, construction, and maintenance of open space and parks. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (23) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Measurement Focus, Basis of Accounting, and Financial Statement Presentation (Continued) The Capital Projects Fund accounts for the accumulation of resources from a lodgers tax, intergovernmental revenues and General Fund transfers for the acquisition or construction of major capital assets. The Investing 4 the Future Fund accounts for the collection of a 0.5% sales and use tax approved by election to finance a portion of certain improvement projects. The sales and use tax expires when revenues generated by the tax reach $38.5 million or on December 31, 2028, whichever occurs first. Assets, Liabilities and Net Position/Fund Balances Receivables - Accounts receivable include sales, use and lodgers’ taxes. Receivables are reported at their gross value and, where appropriate, are reduced by the estimated portion that is expected to be uncollectible. Prepaid Items - Certain payments to vendors reflect costs applicable to future accounting periods and are recorded as prepaid items in both government-wide and fund financial statements. The cost of prepaid items is recorded as expenses/expenditures when consumed rather than purchased. Interfund Receivables and Payables - During the course of operations, certain transactions occur between individual funds. The resulting receivables and payables are classified on the balance sheet as interfund receivables and interfund payables. Any balances outstanding between the primary government and the discretely presented component unit are reported on the statement of activities as due from and due to. Property Held for Resale - Property that is held with the intent to sell is reported at the lower of cost or fair value. Capital Assets - Capital assets, which include property, equipment, and infrastructure acquired or constructed since 1980, are reported in the government-wide financial statements. Capital assets are defined by the City as assets with an initial, individual cost of $5,000 or more and an estimated useful life in excess of one year. Such assets are recorded at historical cost or estimated historical cost if purchased or constructed. Donated capital assets are recorded at the acquisition value on the date of donation. Intangible assets are reported at cost if they are identifiable. The costs of normal maintenance and repairs that do not add to the value of the assets or materially extend asset lives are not capitalized. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (24) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Assets, Liabilities and Net Position/Fund Balances (Continued) Capital assets are depreciated or amortized using the straight-line method over the following estimated useful lives. Land Improvements 10 - 40 Years Buildings 10 - 40 Years Vehicles, Machinery, and Equipment 3 - 40 Years Infrastructure 20 - 50 Years Software 5 Years Solar Power Capacity 20 Years Unearned Revenues - Unearned revenues include business license fees collected in advance. Deferred Inflows of Resources - Deferred inflows of resources include property taxes earned but levied for a subsequent year. In addition, deferred inflows of resources are reported in governmental funds for unavailable revenue for grant revenues collected over 60 days after year end. These amounts are recognized as an inflow of resources in the period the revenue becomes available. Compensated Absences - Employees of the City are allowed to accumulate unused vacation and sick time up to a maximum based on years of service. Upon termination of employment from the City, an employee will be compensated for all accrued vacation time at their current pay rate. A long-term liability has been reported in the government-wide financial statements for compensated absences. Long-Term Debt - In the government-wide financial statements, long-term debt and other long- term obligations are reported as liabilities. Debt premiums and discounts are deferred and amortized over the life of the debt using the effective interest method. In the fund financial statements, governmental funds recognize the face amount of debt issued as other financing sources. Premiums received on debt issuances are reported as other financing sources while discounts on debt issuances are reported as other financing uses. Governmental funds recognize long-term liabilities only when payment is due. Payments of long-term debt are reported as current expenditures. Debt issuance costs are reported as current expenses or expenditures. Net Position/Fund Balances - In the government-wide and fund financial statements, net position and fund balances are restricted when constraints placed on the use of resources are externally imposed. As reported in the fund financial statements, the City Council establishes a fund balance commitment through passage of a resolution. In addition, by resolution the City Council has delegated to the City Manager or his designee the authority to assign fund balances for specific purposes. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (25) NOTE 1 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED) Assets, Liabilities and Net Position/Fund Balances (Continued) As adopted by City Council policy, the City will maintain a minimum unrestricted fund balance of at least two months, or approximately 17%, of its General Fund operating expenditures. When expenditures are incurred for a specific purpose for which both restricted and unrestricted fund balances are available, the City’s policy is to use restricted amounts first, followed by committed, assigned and unassigned amounts. Property Taxes Property taxes attach as an enforceable lien on property on January 1, are levied the following December, and collected in the subsequent calendar year. Taxes are payable in full on April 30 or in two installments on February 28 and June 15. The County Treasurer’s office collects property taxes and remits to the City on a monthly basis. Since property tax revenues are collected in arrears during the succeeding year, receivables and corresponding deferred inflows of resources are reported at year-end. Contraband Forfeitures The Colorado Contraband Forfeiture Act allows law enforcement agencies to retain proceeds from the seizure of contraband. These transactions are reported in the Police Investigation Special Revenue Fund. Restatement of Net Position During 2020, the City combined activity of the Recreation Center Operating Fund into the General Fund. As a result, beginning fund balance in the General Fund is restated for an increase of $87,334. The Recreation Center Operating Fund was closed and fund balance was restated to zero. NOTE 2 CASH AND INVESTMENTS A summary of cash and investments at December 31, 2020, follows: Petty Cash 4,150$ Cash Deposits 3,995,761 Investments 24,086,398 Total 28,086,309$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (26) NOTE 2 CASH AND INVESTMENTS (CONTINUED) Cash and investments are reported in the financial statements as follows: Cash and Investments - Primary Government 16,472,143$ Restricted Cash and Investments - Primary Government 8,513,550 Cash and Investments - Component Unit 2,154,500 Restricted Cash and Investments - Component Unit 946,116 Total 28,086,309$ Cash Deposits The Colorado Public Deposit Protection Act (PDPA) requires all local government entities to deposit cash in eligible public depositories. Eligibility is determined by State regulations. Amounts on deposit in excess of federal insurance levels must be collateralized by eligible collateral as determined by the PDPA. The PDPA allows the financial institution to create a single collateral pool for all public funds held. The pool is to be maintained by another institution, or held in trust for all uninsured public deposits as a group. The market value of the collateral must be at least equal to 102% of the uninsured deposits. At December 31, 2020, the City and the Authority had bank deposits with a carrying amount of $1,538,811 and $2,456,950, respectively, collateralized with securities held by the financial institutions’ agents but not in their name. Investments The City and the Authority are required to comply with State statutes, which specify investment instruments meeting defined rating, maturity and concentration risk criteria in which local governments may invest. State statutes do not address custodial risk. Through its investment policy, the City has further restricted allowable investments to the following. Obligations of the United States and U.S. Agency securities Corporate debt Commercial paper Bankers’ acceptances Repurchase agreements collateralized by authorized securities General obligations of U.S. local government entities Guaranteed investment contracts Money market funds Local government investment pools CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (27) NOTE 2 CASH AND INVESTMENTS (CONTINUED) The City and the Authority had the following investments at December 31, 2020: Investment Type Rating Less Than 1 1 - 5 Total Certificates of Deposit N/A 642,534$ -$ 642,534$ Local Government Investment Pool AAAf 14,846,645 - 14,846,645 Local Government Investment Pool AAAm 8,597,219 - 8,597,219 Total 24,086,398$ -$ 24,086,398$ Investment Maturities (in Years) Interest Rate Risk - State statutes generally limit investments to an original maturity of five years unless the governing board authorizes the investment for a period in excess of five years. Credit Risk - State statutes limit certain investments to those with specified ratings from nationally recognized statistical rating organizations, depending on the type of investment. Concentration of Credit Risk - Except for corporate securities, State statutes do not limit the amount the City may invest in any single investment or issuer. Fair Value of Investments - The City categorizes its fair value measurements within the fair value hierarchy established by generally accepted accounting principles. The hierarchy is based on the valuation inputs used to measure the fair value of the asset. Level 1 inputs are quoted prices in active markets for identical assets; Level 2 inputs are significant other observable inputs; Level 3 inputs are significant unobservable inputs. As of December 31, 2020, the Authority also held investments in Brokered Certificates of Deposit of $642,534 (Level 2 inputs). Local Government Investment Pools - At December 31, 2020, the City had $14,346,645 invested in the Colorado Surplus Asset Fund Trust (CSAFE) Core Fund, an investment vehicle established for local government entities in Colorado to pool surplus funds. The Colorado Division of Securities administers and enforces the requirements of creating and operating CSAFE. The external investment pool is measured at amortized cost with each share valued at $2.00. Investments in the external investment pool are shown at net asset value (NAV) for financial reporting purposes. CSAFE is rated AAAf by Fitch. Investments of CSAFE are limited to those allowed by State statutes. A designated custodial bank provides safekeeping and depository services in connection with the direct investment and withdrawal functions. The custodian's internal records identify the investments owned by participating governments. There are no unfunded commitments, the redemption frequency is daily with a 24-hour notification period, and a limit of three redemptions per month. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (28) NOTE 2 CASH AND INVESTMENTS (CONTINUED) At December 31, 2020, the City had $8,597,219 invested in the Colorado Statewide Investment Pool (CSIP) Liquid Portfolio, an investment vehicle established for local government entities in Colorado to pool surplus funds. The Colorado Division of Securities administers and enforces the requirements of creating and operating CSIP. The external investment pool is measured at net asset value (NAV) per share with each share valued at $1.00. Investments in the external investment pool are shown at amortized cost for financial reporting purposes. CSIP is rated AAAm by Standard and Poor's. Investments of CSIP are limited to those allowed by State statutes. A designated custodial bank provides safekeeping and depository services in connection with the direct investment and withdrawal functions. The custodian's internal records identify the investments owned by participating governments. There are no unfunded commitments, the redemption frequency is daily, and there is no redemption notice period. At December 31, 2020, the City had $500,000 invested in the Colorado Statewide Investment Pool (CSIP) Term Portfolio, an investment vehicle established for local government entities in Colorado to pool surplus funds. The Colorado Division of Securities administers and enforces the requirements of creating and operating CSIP. The external investment pool is measured at net asset value (NAV) per share with each share valued at $1.00. Investments in the external investment pool are shown at amortized cost for financial reporting purposes. CSIP is rated AAAf by Fitch. Investments of CSIP are limited to those allowed by State statutes. A designated custodial bank provides safekeeping and depository services in connection with the direct investment and withdrawal functions. The custodian's internal records identify the investments owned by participating governments. There are no unfunded commitments, there is a seven-day notification period with potential early redemption penalties for withdrawal prior to maturity. The Authority’s investment of $642,534 in certificates of deposit is measured at amortized cost. NOTE 3 LOANS RECEIVABLE The City entered into two loan agreements with the developer of the Fruitdale Lofts project. Under the agreements, the City committed to loan the developer $470,000 and $2,115,000. The first loan is due 35 years following substantial completion of the project, with interest accruing at 5% per annum beginning 20 years after substantial completion of the project. Repayment terms for the second loan are dependent upon certain financing and equity contributions of the developer. The loan is due in 20 years, with interest accruing at 5% per annum commencing after completion of the project. During 2017, the project was under construction and the City had advanced the full amount of $2,585,000 under these agreements. At December 31, 2020, the outstanding balance on the loans was $1,085,000. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (29) NOTE 4 CAPITAL ASSETS Capital asset activity for the year ended December 31, 2020, is summarized below. Balance Balance 12/31/2019 Additions Deletions 12/31/2020 Governmental Activities Capital Assets, Not Being Depreciated Land 16,131,560$ 128,227$ -$ 16,259,787$ Artwork 196,795 - - 196,795 Construction in Progress 14,716,237 16,995,579 155,057 31,556,759 Total Capital Assets Not Being Depreciated 31,044,592 17,123,806 155,057 48,013,341 Capital Assets, Being Depreciated Land Improvements 26,023,049 - - 26,023,049 Buildings 23,432,151 244,613 - 23,676,764 Vehicles 6,031,117 477,382 285,755 6,222,744 Machinery and Equipment 8,386,997 149,822 - 8,536,819 Infrastructure 71,150,325 - - 71,150,325 Software 388,268 6,229 - 394,497 Solar Power Capacity 776,628 - - 776,628 Total Capital Assets, Being Depreciated 136,188,535 878,046 285,755 136,780,826 Less Accumulated Depreciation Land Improvements (7,838,693) (760,202) - (8,598,895) Buildings (13,449,419) (614,369) - (14,063,788) Vehicles (3,423,402) (424,951) (285,755) (3,562,598) Machinery and Equipment (5,870,125) (512,911) - (6,383,036) Infrastructure (58,413,121) (1,642,298) - (60,055,419) Software (291,388) (33,557) - (324,945) Solar Power Capacity (184,448) (38,831) - (223,279) Total Accumulated Depreciation (89,470,596) (4,027,119) (285,755) (93,211,960) Total Capital Assets, Being Depreciated, Net 46,717,939 (3,149,073) - 43,568,866 Governmental Activities Capital Assets, Net 77,762,531$ 13,974,733$ 155,057$ 91,582,207$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (30) NOTE 4 CAPITAL ASSETS (CONTINUED) Capital asset activity for the Urban Renewal Authority for the year ended December 31, 2020, is summarized below. Balance Balance 12/31/2019 Additions Deletions 12/31/2020 Governmental Activities Capital Assets, Not Being Depreciated Construction in Progress 4,999,880$ -$ -$ 4,999,880$ Total Capital Assets -$ -$ -$ 4,999,880$ Depreciation expense was charged to programs of the City as follows: General Government 300,096$ Community Development 11,275 Police 255,716 Public Works 2,094,949 Parks and Recreation 1,365,083 Total 4,027,119$ NOTE 5 LONG-TERM DEBT Following is a summary of long-term debt transactions for the year ended December 31, 2020. Balance Balance Due Within 12/31/2019 Additions Reductions 12/31/2020 One Year Governmental Activities 2017 Revenue Bonds 22,930,000$ -$ 2,565,000$ 20,365,000$ 2,665,000$ 2017 Bond Premium 1,633,347 - 348,146 1,285,201 309,931 Solar Power Capacity Lease 624,804 - 44,931 579,873 47,622 Compensated Absences 1,169,122 1,678,634 1,384,952 1,462,804 170,362 Claims Payable 87,753 152,769 97,097 143,425 143,425 Total 26,445,026$ 1,831,403$ 4,440,126$ 23,836,303$ 3,336,340$ Urban Renewal Authority 2014 Loans Payable 1,240,000$ -$ 295,000$ 945,000$ 305,000$ 2018 Loans Payable 6,375,000 - - 6,375,000 - Pollution Remediation 598,458 - 26,374 572,084 25,000 Total 8,213,458$ -$ 321,374$ 7,892,084$ 330,000$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (31) NOTE 5 LONG-TERM DEBT (CONTINUED) Revenue Bonds On May 2, 2017, the City issued $30,595,000 Sales and Use Tax Revenue Bonds, Series 2017A. Bond proceeds will be used to finance certain improvement projects. Interest accrues on the bonds at rates ranging from 3% to 5% per annum and is payable semi- annually on June 1 and December 1, beginning on December 1, 2017. Annual principal payments are due on December 1, from 2017 through 2027. After issuance of the bonds, the City has $2,405,000 of debt authorization remaining from the related election. The bonds are payable solely from revenues generated by the 0.5% sales and use tax reported in the Investing 4 the Future Fund. During the year ended December 31, 2020, revenues of $4,423,892 were available to pay annual debt service of $3,499,700. Remaining debt service at December 31, 2020, was as follows: Year Ended December 31, Principal Interest Total 2021 2,665,000$ 832,100$ 3,497,100$ 2022 2,720,000 778,800 3,498,800 2023 2,860,000 642,800 3,502,800 2024 3,000,000 499,800 3,499,800 2025 3,150,000 349,800 3,499,800 2026-2027 5,970,000 347,200 6,317,200 Total 20,365,000$ 3,450,500$ 23,815,500$ Solar Power Capacity Lease On March 23, 2015, the City entered into an agreement to purchase solar power capacity in a community solar garden. The purchase was financed in April 2015, with a lease agreement in the amount of $800,000. Monthly payments of $6,681, including principal and interest accruing at 5.75% per annum, are due under the agreement, beginning June 1, 2015, through May 1, 2030. At December 31, 2020, capital assets of $553,349, net of accumulated depreciation, were reported under this lease. Following is a schedule of the future minimum lease payments at December 31, 2020. Year Ended December 31, Total 2021 80,167$ 2022 80,167 2023 80,167 2024 80,167 2025 80,167 2026-2030 354,051 Total Minimum Lease Payments 754,886 Less: Interest Portion (175,013) Present Value of Minimum Lease Payments 579,873$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (32) NOTE 5 LONG-TERM DEBT (CONTINUED) Compensated Absences Compensated absences are expected to be liquidated primarily with revenues of the General Fund. Urban Renewal Authority Loans On May 14, 2014, the Authority approved a loan agreement with Colorado State Bank and Trust for $2,455,000 to finance infrastructure improvements associated with redevelopment property. The loan accrues interest at 3.16% per annum. Interest payments are due semi- annually beginning December 1, 2014. Principal payments are due annually beginning December 1, 2015, through 2023. On October 18, 2018, the Authority approved a loan agreement with Colorado State Bank and Trust for $6,375,000 to finance the development of real property for the purpose of mixed-use commercial development. The loan accrues interest at 4.65% per annum. Interest payments are due semi-annually beginning March 1, 2019. Principal payments are due annually beginning September 1, 2022, through 2028. During the year ended December 31, 2020, revenues of $2,352,958 were available to pay annual debt service of $295,000 in principal and $335,622 in interest. Future debt service to maturity is as follows: Year Ended December 31, Principal Interest Total 2021 305,000$ 326,300$ 631,300$ 2022 1,109,247 316,662 1,425,909 2023 1,155,227 269,775 1,425,002 2024 867,836 220,899 1,088,735 2025 907,149 180,545 1,087,694 2026-2028 2,975,541 280,811 3,256,352 Total 7,320,000$ 1,594,991$ 8,914,991$ Pollution Remediation The Urban Renewal Authority is conducting a site remediation at an approximately 0.552- acre parcel of land located at 7690 West 38th Avenue (Jefferson County Parcel ID 39-262- 01-001), as part of the Colorado Department of Public Health and Environment (CDPHE) Voluntary Clean-Up Program (VCUP), in Wheat Ridge and Jefferson County, Colorado. The Urban Renewal Authority’s application was approved by CDPHE on January 7, 2014. The site consists of a vacant gravel lot. A former 2,400 square-foot dry cleaner and later a parts department for a shuttered car dealership were previously demolished as part of the approved VCUP Application. After demolition of the structure, the asphalt paving was stripped during redevelopment of the surrounding properties and source contaminated soil was removed and hauled to an authorized site. Nine monitoring wells were placed throughout the site and quarterly testing has been ongoing. Active site remediation was enacted, first using BOS 100, a material recommended by the Urban Renewal Authorities consultants Terracon, Inc. and CDPHE. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (33) NOTE 5 LONG-TERM DEBT (CONTINUED) Pollution Remediation (Continued) The BOS 100 dramatically lowered contamination levels for the first 18-months. Once the BOS 100 stopped reducing the contaminants, a system titled E-Redox was placed throughout the site and has been actively successful at continued remediation of contaminants. The site will be redeveloped as part of a broader community development program. The redevelopment plan includes the construction of a new commercial building with surface parking. As of December 31, 2020, the estimated liability for the pollution remediation was $572,084. This estimate is based on the third-party consultant’s site assessment and professional experience in this subject. NOTE 6 INTERFUND ACTIVITY During the year ended December 31, 2020, the General Fund transferred $3,600,000 to the Capital Projects Fund to finance capital projects and to purchase additional equipment. In addition, the General Fund transferred $100,000 to the Equipment Replacement Fund for capital expenditures. NOTE 7 RISK MANAGEMENT The City is exposed to various risks of loss related to torts; theft of, damage to, and destruction of assets; errors and omissions; injuries to employees; and natural disasters. The City has agreed to self-insure for general liability claims to a maximum of $150,000; automobile, property and physical damage claims to a maximum of $10,000; and workers compensation claims to a maximum of $5,000 per occurrence. The City accounts for its risk management activities in the General Fund. Claims liabilities, including estimated incurred but not reported claims (IBNR), are reported in the government-wide financial statements if information available prior to the issuance of the financial statements indicates that it is probable that a liability has been incurred at the date of the financial statements and the amount of the loss can be reasonably estimated. Changes in claims payable for the years ended December 31, 2020 and 2019, were as follows: 2020 2019 Claims Payable, January 1 87,753$ 109,942$ Incurred Claims and Changes in Estimated Claims 152,769 59,223 Claims Paid (97,097) (81,412) Claims Payable, December 31 143,425$ 87,753$ CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (34) NOTE 7 RISK MANAGEMENT (CONTINUED) For excess liability and property claims the City participates in the Colorado Intergovernmental Risk Sharing Agency (CIRSA), a separate and independent governmental and legal entity formed by intergovernmental agreement by member municipalities pursuant to the provisions of 24-10-115.5, Colorado Revised Statutes (1982 Replacement Volume) and the Colorado Constitution, Article XIV, Section 18(2). The purposes of CIRSA are to provide members defined liability, property, and workers compensation coverages and to assist members to prevent and reduce losses and injuries to municipal property and to persons or property which might result in claims being made against members of CIRSA, their employees and officers. It is the intent of the members of CIRSA to create an entity in perpetuity which will administer and use funds contributed by the members to defend and indemnify, in accordance with the bylaws, any member of CIRSA against stated liability of loss, to the limit of the financial resources of CIRSA. It is also the intent of the members to have CIRSA provide continuing stability and availability of needed coverages at reasonable costs. All income and assets of CIRSA shall be at all times dedicated to the exclusive benefit of its members. For workers’ compensation claims, the City is insured by Pinnacol Assurance. NOTE 8 RETIREMENT COMMITMENTS Police Defined Contribution Pension Plan The City contributes to a single-employer defined contribution money purchase pension plan on behalf of sworn police officers. The Plan is administered by the International City/County Management Association (ICMA). During 2020 employees contributed 10% of their compensation to the Plan, and the City contributed 10.5%. Employees become vested in City contributions to the Plan at 20% annually, beginning in the third year of employment. The contribution requirements of Plan members and the City are established and may be amended by the City Council. During the year ended December 31, 2020, the City contributions to the plan were $766,687 and employee contributions to the Plan were $731,535, equal to the required contributions. Department Head Defined Contribution Pension Plan City department heads participate in a multiple-employer defined contribution pension plan upon employment with the City. The Plan is administered by ICMA. During 2020 department heads contributed 4% of their compensation to the Plan and the City contributed 7%, except for the City Manager for which the City contributed 10%. Employees become vested in all contributions to the Plan immediately. The contribution requirements of Plan members and the City are established and may be amended by the City Council. During the year ended December 31, 2020, the City and employee contributions to the Plan were $72,956 and $38,309, respectively, equal to the required contributions. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (35) NOTE 8 RETIREMENT COMMITMENTS (CONTINUED) Employee Defined Contribution Pension Plan The City contributes to a multiple-employer defined contribution pension plan on behalf of all employees, except sworn police officers and department heads. The Plan is administered by ICMA. During 2020 employees contributed 4% of their compensation to the Plan, and the City contributed 6%. Employees become vested in City contributions to the Plan at 20% annually after one year of employment. The contribution requirements of Plan members and the City are established and may be amended by the City Council. During the year ended December 31, 2020, the City and employee contributions to the Plan were $539,058 and $358,618, respectively, equal to the required contributions. NOTE 9 COMMITMENTS AND CONTINGENCIES Tabor Amendment Colorado voters passed an amendment to the State Constitution, Article X, Section 20, which has several limitations, including revenue raising, spending abilities, and other specific requirements of state and local governments. The Amendment requires, with certain exceptions, advance voter approval for any new tax, tax rate increase, mill levy above that for the prior year, extension of an expiring tax, or tax policy change directly causing a net tax revenue gain to the City. Revenue in excess of the fiscal year spending limit must be refunded in the next fiscal year unless voters approve retention of such revenue. The City’s management believes it is in compliance with the provisions of the Amendment. However, the Amendment is complex and subject to interpretation. Many of its provisions may require judicial interpretation. In November, 2006, voters agreed to allow the City to spend all revenues generated during 2006 and each subsequent year for police protection, street construction - repair and maintenance, parks and recreation - trails and open space, capital projects, and other basic municipal services, without limitation. The Authority is not subject to the Tabor Amendment. See: Marian L. Olson v. City of Golden, et. al., 53 P.3d 747 (Co. App.), certiorari denied. The City has established an emergency reserve, representing 3% of qualifying revenues, as required by the Amendment. At December 31, 2020, the emergency reserve of $1,330,000 was reported as restricted fund balance in the General Fund. Grant Programs The City participates in a number of federal and state programs that are fully or partially funded by grants received from other governmental entities. Expenses financed by grants are subject to audit by the appropriate grantor government. If expenses are disallowed due to noncompliance with grant program regulations, the City may be required to reimburse the grantor government. At December 31, 2020, significant amounts of grant expenses have not been audited but management believes that subsequent audits will not have a material effect on the overall financial position of the City. CITY OF WHEAT RIDGE NOTES TO FINANCIAL STATEMENTS DECEMBER 31, 2020 (36) NOTE 9 COMMITMENTS AND CONTINGENCIES (CONTINUED) Conduit Debt On August 7, 2015, the City participated in the issuance of a $1,000,000 Development Revenue Note (Seniors’ Resource Center, Inc. Project) Series 2015, to provide financing for facility improvements. The Note matures on August 1, 2030, and is payable solely from revenues of the Seniors’ Resource Center, Inc. The City is not obligated in any manner for repayment of the Note. Accordingly, the Note is not reported as a liability in the accompanying financial statements. The outstanding balance of the Note at December 31, 2020, was $732,643. Litigation The City is involved in various threatened and pending litigation. The outcome of this litigation cannot be determined at this time. NOTE 10 TAX ABATEMENTS The City of Wheat Ridge has a Business Development Zone Program, as enacted by the City Code Chapter 22, Article I, Division 5, which provides a share-back of Use-Tax generated by developments that meet the criteria established as public or public related improvements. The Program was created as a joint benefit to the public at large and to private owners for the purposes of reducing blight in business districts and providing the city with increased sales and use tax revenues generated upon and by properties improved as a result of this program. For the fiscal year ended December 31, 2020, the City abated 3% of applicable use taxes totaling $67,138. The rebate was for a manufacturing company that is expanding operations that is expected to produce incremental future use tax revenue generated by the project as well as both the short-term and long-term expected employment opportunities within the City. The maximum rebate allowed over the course of this project is $9,431,284 The Wheat Ridge Urban Renewal Authority has various Redevelopment Plans, approved by city council, which serve to further the mission of the Authority and establish future tax generating facilities by offsetting redevelopment costs through rebated property tax increment revenues and sales tax increment revenues offered to developers. For the fiscal year ended December 31, 2020, the Authority rebated property tax increment revenues and sales tax increment revenues for a total of $555,933. These rebates were for three development companies, which have renovated various locations within the boundaries of a defined economic urban renewal area. The redeveloped locations are expected to produce future incremental property and sales tax revenues for the City. The maximum rebate allowed over the course of this project is $15,458,521. (37) REQUIRED SUPPLEMENTARY INFORMATION CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE – GENERAL FUND YEAR ENDED DECEMBER 31, 2020 (38) Variance Original Final Positive Budget Budget Actual (Negative) REVENUES Taxes 31,058,630$ 31,058,630$ 30,368,986$ (689,644)$ Licenses and Permits 1,954,373 1,954,373 1,799,811 (154,562) Intergovernmental 1,783,037 3,861,446 4,147,182 285,736 Charges for Services 3,850,819 3,850,819 2,321,022 (1,529,797) Fines and Forfeitures 354,900 354,900 252,161 (102,739) Investment Income 400,000 400,000 165,104 (234,896) Miscellaneous 469,000 469,000 326,657 (142,343) Total Revenues 39,870,759 41,949,168 39,380,923 (2,568,245) EXPENDITURES Current General Government 10,194,506 10,411,035 9,731,696 679,339 Economic Development 2,245,018 2,745,018 1,850,590 894,428 Community Development 3,151,145 3,379,906 2,821,771 558,135 Police 11,747,876 11,787,614 11,714,266 73,348 Public Works 4,073,845 4,422,263 2,955,597 1,466,666 Parks and Recreation 8,022,850 8,590,551 7,458,574 1,131,977 Capital Outlay - - 849,620 (849,620) Debt Service Principal - - 44,931 (44,931) Interest - - 36,214 (36,214) Total Expenditures 39,435,240 41,336,387 37,463,259 3,873,128 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES 435,519 612,781 1,917,664 1,304,883 OTHER FINANCING SOURCES (USES) Proceeds from Sale of Capital Assets - - 86,670 86,670 Insurance Proceeds - - 216,874 216,874 Transfers Out (3,700,000) (3,700,000) (3,700,000) - Total Other Financing Sources (Uses) (3,700,000) (3,700,000) (3,396,456) 303,544 NET CHANGE IN FUND BALANCE (3,264,481) (3,087,219) (1,478,792) 1,608,427 Fund Balance - Beginning of Year, as Restated 13,209,311 13,508,953 13,508,953 - FUND BALANCE - END OF YEAR 9,944,830$ 10,421,734$ 12,030,161$ 1,608,427$ CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE – OPEN SPACE FUND YEAR ENDED DECEMBER 31, 2020 (39) Variance Original Final Positive Budget Budget Actual (Negative) REVENUES Intergovernmental 1,200,000$ 1,200,000$ 1,442,148$ 242,148$ Charges for Services 778,070 778,070 349,621 (428,449) Grants 250,000 250,000 - (250,000) Investment Income 10,000 10,000 5,837 (4,163) Miscellaneous - 120,000 10,000 (110,000) Total Revenues 2,238,070 2,358,070 1,807,606 (550,464) EXPENDITURES Current Parks and Recreation 2,016,941 2,048,533 519,590 1,528,943 Capital Outlay - - 12,002 (12,002) Total Expenditures 2,016,941 2,048,533 531,592 1,516,941 NET CHANGE IN FUND BALANCE 221,129 309,537 1,276,014 966,477 Fund Balance - Beginning of Year 924,170 2,363,094 2,363,094 - FUND BALANCE - END OF YEAR 1,145,299$ 2,672,631$ 3,639,108$ 966,477$ CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE – INVESTING 4 THE FUTURE FUND YEAR ENDED DECEMBER 31, 2020 (40) Original Variance Original and Final Positive Budget Budget Actual (Negative) REVENUES Taxes 4,294,616$ 4,294,616$ 4,423,892$ 129,276$ Investment Income 400,000 400,000 223,899 (176,101) Miscellaneous 1,673,890 1,673,890 287,208 (1,386,682) Total Revenues 6,368,506 6,368,506 4,934,999 (1,433,507) EXPENDITURES Current General Government - 1,266,642 1,085,172 181,470 Capital Outlay 11,611,008 17,591,970 12,206,847 5,385,123 Debt Service Principal 2,565,000 2,565,000 2,565,000 - Interest 933,300 933,300 934,700 (1,400) Total Expenditures 15,109,308 22,356,912 16,791,719 5,565,193 NET CHANGE IN FUND BALANCE (8,740,802) (15,988,406) (11,856,720) 4,131,686 Fund Balance - Beginning of Year 13,774,087 20,410,711 20,410,711 - FUND BALANCE - END OF YEAR 5,033,285$ 4,422,305$ 8,553,991$ 4,131,686$ CITY OF WHEAT RIDGE NOTES TO REQUIRED SUPPLEMENTARY INFORMATION DECEMBER 31, 2020 (41) NOTE 1 STEWARDSHIP, COMPLIANCE AND ACCOUNTABILITY Budgets and Budgetary Accounting State statutes require that all funds have legally adopted budgets and appropriations. Total expenditures may not exceed the amount appropriated at the fund level. Budgets are adopted for all funds of the City on a basis consistent with generally accepted accounting principles (GAAP). The City follows these procedures to establish the budgetary information reflected in the financial statements: Management submits to the City Council a proposed operating budget for the fiscal year commencing the following January 1. The operating budget includes proposed expenditures and the means of financing them. Public hearings are conducted to obtain taxpayer comments. Prior to December 31, the budget is legally adopted through passage of a resolution. Revisions that alter the total expenditures of any fund must be approved by the City Council. All appropriations lapse at year end. Budgetary information presented in the financial statements for the Wheat Ridge Urban Renewal Authority was approved by the governing board of the Wheat Ridge Urban Renewal Authority. (42) SUPPLEMENTARY INFORMATION CITY OF WHEAT RIDGE BALANCE SHEET COMPONENT UNIT – URBAN RENEWAL AUTHORITY DECEMBER 31, 2020 (52) ASSETS Cash and Investments 2,154,500$ Restricted Cash and Investments 946,116 Accounts Receivable 185,249 Property Taxes Receivable 1,850,373 Property Held for Resale 330,299 Total Assets 5,466,537$ LIABILITIES, DEFERRED INFLOWS OF RESOURCES, AND FUND BALANCE Liabilities Accounts Payable 718,470$ Deferred Inflows of Resources Property Taxes 1,850,373 Fund Balance Nonspendable Property Held for Resale 330,299 Restricted for Debt Service 946,116 Unrestricted, Unassigned 1,621,279 Total Fund Balance 2,897,694 Total Liabilities, Deferred Inflows of Resources and Fund Balance 5,466,537$ Amounts Reported for the Component Unit in the Statement of Net Position are Different Because: Total Fund Balance of Component Unit 2,897,694$ Capital assets used in governmental activities are not current financial resources, and therefore, are not reported in governmental funds. 4,999,880 Long-term liabilities are not due and payable in the current year, and therefore, are not reported in governmental funds. Notes Payable (7,892,084) Accrued Interest (84,832) Total Net Position of Component Unit (79,342)$ CITY OF WHEAT RIDGE STATEMENT OF REVENUES, EXPENDITURES, AND CHANGES IN FUND BALANCE COMPONENT UNIT – URBAN RENEWAL AUTHORITY YEAR ENDED DECEMBER 31, 2020 (53) REVENUES Property Tax Increment 1,171,292$ Sales Tax Increment 870,716 Intergovernmental 300,000 Investment Income 10,950 Total Revenues 2,352,958 EXPENDITURES Current Community Development 31,478 Capital Outlay 2,337,607 Debt Service Principal 295,000 Interest 334,971 Total Expenditures 2,999,056 NET CHANGE IN FUND BALANCE (646,098) Fund Balance - Beginning of year 3,543,792 FUND BALANCE - END OF YEAR 2,897,694$ Amounts Reported for the Component Unit in the Statement of Activities are Different Because: Net Change in Fund Balance of Component Unit (646,098)$ Repayments of long-term debt are expenditures in governmental funds, but the repayment reduces long-term liabilities in the statement of net position and does not affect the statement of activities. This amount represents loan payments in the current year. 295,000 Some expenses reported in the statement of activities do not require the use of current financial resources, and therefore, are not reported as expenditures in governmental funds. This amount represents changes in accrued interest payable and changes in the pollution remediation liability. 27,151 Change in Net Position of Component Unit (323,947)$ CITY OF WHEAT RIDGE BUDGETARY COMPARISON SCHEDULE WHEAT RIDGE URBAN RENEWAL AUTHORITY YEAR ENDED DECEMBER 31, 2020 (54) Variance Original Final Positive Budget Budget Actual (Negative) REVENUES Property Tax Increment 660,000$ 916,000$ 1,171,292$ 255,292$ Sales Tax Increment 1,065,356 612,595 870,716 258,121 Intergovernmental 400,000 300,000 300,000 - Sale of Property -355,219 - (355,219) Investment Income 13,000 13,000 10,950 (2,050) Total Revenues 2,138,356 2,196,814 2,352,958 156,144 EXPENDITURES Current Community Development 857,400 194,600 31,478 163,122 Capital Outlay 3,191,429 1,279,000 2,337,607 (1,058,607) Debt Service Principal 295,000 2,295,000 295,000 2,000,000 Interest 334,971 980,000 334,971 645,029 Total Expenditures 4,678,800 4,748,600 2,999,056 1,749,544 EXCESS OF REVENUES OVER (UNDER) EXPENDITURES (2,540,444) (2,551,786) (646,098) 1,905,688 NET CHANGE IN FUND BALANCE (2,540,444) (2,551,786) (646,098) 1,905,688 Fund Balance - Beginning of Year 4,240,110 4,240,110 3,543,792 (696,318) FUND BALANCE - END OF YEAR 1,699,666$ 1,688,324$ 2,897,694$ 1,209,370$ (THIS PAGE INTENTIONALLY LEFT BLANK) B-1 APPENDIX B SUMMARY OF CERTAIN PROVISIONS OF THE INDENTURE Set forth in this Appendix B are certain definitions used in the Indenture and summaries of certain provisions of the Indenture. These summaries do not purport to be definitive summaries of all of the provisions of the Indenture; these summaries are qualified in their entirety by the provisions of the Indenture. Reference must be made to the actual, complete provisions of the Indenture for a complete recital of its terms. Copies of the Indenture may be obtained from the sources listed in “INTRODUCTION--Additional Information.” Certain Definitions “Act” means the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes, as from time to time amended and supplemented. “Additional Bonds” means any notes, bonds, interim certificates or receipts, temporary bonds, certificates of indebtedness, debentures, advances, and all other forms of indebtedness issued or incurred by the Authority and having a lien on all or a portion of the Pledged Revenue on a parity with the lien of the Series 2021 Bonds. “Authority” means Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge, an urban renewal authority duly organized and existing under the Act, and its successors and assigns. “Authority Representative” means the Chair, the Executive Director and any Person at the time designated to act on behalf of the Authority by written certificate furnished to the Trustee containing the specimen signature of such Person and signed on behalf of the Authority by the Chair or Executive Director. Such certificate may designate an alternate or alternates. “Authorized Denomination” means $5,000 and integral multiples thereof. “Average Annual Debt Service Requirements” means the total Debt Service Requirements of the Outstanding Series 2021 Bonds, and other obligations for which the computation is being made, divided by the number of years to maturity. “Beneficial Owners” means the owners of Bonds whose ownership is recorded under the book- entry-only system maintained by DTC. “Board” means the Board of Commissioners of the Authority. “Bond Counsel” means an attorney or firm of attorneys of nationally recognized standing on the subject of municipal bonds. “Bond Fund” means the Trust Fund by that name established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Bond Fund” below. “Bond Purchase Agreement” means the Bond Purchase Agreement between the Underwriter and the Authority. “Bond Register” means the registration records of the Authority kept by the Trustee to evidence the registration and transfer of Bonds. B-2 “Bond Resolution” means the resolution adopted by the Board on June 15, 2021 authorizing the execution of the Indenture, the issuance, sale and delivery of the Series 2021 Bonds, the financing of the 2021 Project, and certain other matters, as from time to time amended in accordance herewith. “Bondholder” or “Owner” means the person or persons in whose name or names a Bond shall be registered on the Bond Register in accordance with the terms of the Indenture. “Bonds” means, collectively, the Series 2021 Bonds and any Additional Bonds. “Business Day” means any day, other than a Saturday, Sunday or legal holiday or a day (a) on which banks located in Denver, Colorado are required or authorized by law or executive order to close or (b) on which the Federal Reserve System is closed. “Chair” means the Chair of the Board of Commissioners of the Authority, or any presiding officer or titular head of the Board, or his or her successor in functions. “City” means the City of Wheat Ridge, Colorado. “City Council” means the City Council of the City. “City Manager” means the City Manager of the City or the City Manager’s successor in functions, if any. “City’s Replenishment Resolution” means the resolution adopted by the City Council of the City on June 14, 2021 expressing its present intent, in each year the Series 2021 Bonds are outstanding, to replenish the Reserve Fund in the event that moneys have been withdrawn from the Reserve Fund and the amount on deposit therein is not equal to the Reserve Fund Requirement, to the extent that the deficiency is not replenished from another source. Any such replenishment of the Reserve Fund shall be subject to annual appropriation in the sole discretion of the City Council, and shall not create a debt or indebtedness or other multiple fiscal year financial obligation of the City. “Closing Date” means the date of issuance of the Series 2021 Bonds. “Continuing Disclosure Certificate” means the Continuing Disclosure Certificate executed by the Authority on the date of delivery of the Bonds. “Cooperation Agreement” means the Cooperation Agreement between the City and the Authority dated as of the Closing Date, as it may be amended from time to time. “Costs of Issuance” means administrative costs of issuance of any Bonds, any fees and expenses of any underwriter or financial advisor services in connection with the issuance of any Bonds, any fees or expenses of the Trustee in connection therewith, legal fees and expenses, costs incurred in obtaining ratings from rating agencies, bond insurance premiums, costs of immediately available funds, costs of publication, printing and engraving, accountants’ fees and recording and filing fees. “County” means Jefferson County, Colorado. “Debt Service Requirements” means the aggregate amount of the principal of, premium, if any, and interest coming due on all Outstanding Series 2021 Bonds, or any other obligation for which the computation is being made, during any Fiscal Year, whether by maturity, mandatory sinking fund redemption, or otherwise. When computing the Debt Service Requirements for any issue of securities bearing interest at a variable, adjustable, convertible or other similar rate that is not fixed for the entire term thereof, the rate of interest on such securities shall be assumed to be a rate equal to the average per annum rate of interest on such securities during the preceding twelve-month period, plus 100 basis points. B-3 If such securities have not been outstanding during the preceding twelve-month period, the assumed rate of interest on such securities shall be determined by reference to the preceding twelve-month average of an index comparable to that utilized in connection with such securities, plus 100 basis points. It shall further be assumed that any such securities which may be tendered prior to maturity for purchase at the option of the Owner thereof will mature on their stated maturity dates or mandatory redemption dates and not on any tender option date. The Authority shall be permitted to treat any fixed rate payable on an interest rate exchange agreement or “swap” contract as the interest rate on any such issue of securities if the counterparty to such agreement or contract has unconditionally agreed to pay all interest due on such securities. “Default” and “Event of Default” mean any occurrence or event specified and defined in Section 8.01 of the Indenture. “Executive Director” means the Executive Director of the Authority or his or her successor in functions. “Federal Securities” means bills, certificates of indebtedness, notes, bonds or other similar instruments which are direct non-callable obligations of the United States of America or which are fully and unconditionally guaranteed as to the timely payment of principal and interest by the United States of America. “Fiscal Year” means the fiscal year of the Authority, which currently begins on January 1 of each year and ends on December 31 of such year, or any other fiscal year of the Authority in the event the fiscal year of the Authority shall be modified. “Indenture” means the Indenture of Trust and any indenture supplemental hereto or amendment hereto from time to time entered into in accordance with the provisions of the Indenture. “Interest Account” means the account of the Bond Fund established with that name pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Bond Fund” below. “Interest Payment Date” means each date set for the payment of interest hereunder, being each June 1 and December 1, commencing December 1, 2021. “Investment Instructions” means the investment instructions delivered by the Authority to the Trustee, and such amendments or supplements thereto as shall be delivered by the Authority to the Trustee. “Jefferson County Assessor” means the assessor of Jefferson County, Colorado. “Maximum Annual Debt Service Requirements” means the maximum amount of all Debt Service Requirements on Outstanding Series 2021 Bonds, and any other obligations for which the computation is being made, which will become due in any Fiscal Year. “Outstanding,” “Outstanding Bonds” or “Bonds Outstanding” means all Bonds which have been authenticated and delivered by the Trustee under the Indenture, except: (a) Bonds canceled after purchase in the open market or because of payment at or redemption prior to maturity; (b) Bonds paid or deemed to be paid in accordance with the provisions of Article VII of the Indenture; and (c) Bonds in lieu of which others have been authenticated under the Indenture. B-4 “Owner” means the registered owner of any Bond as shown in the registration records of the Trustee. “Permitted Investments” means any lawful investment permitted for the investment of funds of the Authority by the laws of the State under Section 24-75-601.1, C.R.S. “Person” means any natural person, firm, corporation, partnership, limited liability company, state, political subdivision of any state, other public body or other organization or association. “Plan” means the I-70/Kipling Corridors Urban Renewal Plan approved by the City Council, and as amended, supplemented or modified from time to time in accordance with the Act. “Plan Area” means the area described as such in the Plan which has been found to be blighted and which the City has designated as appropriate for an urban renewal project, as such boundaries exist on the date hereof. “Pledged Property Tax Increment Revenues” means, for each Fiscal Year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the Property Tax Base Amount, in accordance with the Act, provided, however, that the Pledged Property Tax Increment Revenues shall not include: (a) any ad valorem property tax increment revenues that are received by the Authority that are required to be applied pursuant to the Prior Obligations, (b) 50% of the tax increment revenue attributable to the mill levy imposed by the West Metro Fire Protection District, (c) any ad valorem property tax revenues attributable to any mill levy imposed by any special district formed after the Closing Date, pursuant to Title 32, Article 1, Colorado Revised Statutes, which mill levy is in addition to, and not a replacement for, property taxes levied by taxing entities in existence as of the Closing Date; and (d) any offsets collected by the Jefferson County for return of overpayments or any ad valorem property tax increment revenues that are deposited in the Property Tax Reserve Fund for refunds of overpayments by taxpayers pursuant to Section 31-25-107(9)(b) of the Act. “Pledged Revenues” means, collectively: (a) the Pledged Property Tax Increment Revenues; (b) all amounts appropriated by the City pursuant to the City’s Replenishment Resolution and remitted to the Authority in accordance therewith; (c) all amounts held in the Trust Funds established and maintained hereunder together with investment earnings thereon, subject to the terms and provisions of this Indenture; and (d) all other legally available moneys that the Authority determines, in its sole discretion, to pledge to the payment of the Bonds. “Prior Obligations” means, collectively, the following obligations and any obligations issued or incurred to refund, in whole or in part, any such Prior Obligations: (a) the Loan Agreement dated as of May 14, 2014, between BOKF, N.A. d/b/a/ Colorado State Bank and Trust and the Authority and a Promissory Note in the original principal amount of $2,455,000 issued pursuant to the Loan Agreement; B-5 (b) the Cooperation Agreement between the Authority and Longs Peak Metropolitan District, dated September 6, 2016, pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority. (c) the Redevelopment Agreement dated as of September 5, 2017, between the Authority and the Sheard Family Trust, with a maximum reimbursement amount of $767,000; (d) the Redevelopment Agreement dated as of February 6, 2018, between the Authority and U.S. Retail Partners, LLC, with a maximum reimbursement amount of $1,015,000; (e) the Redevelopment Agreement dated as of March 19, 2019, between the Authority and U.S. Retail Partners, LLC with a maximum reimbursement amount of $8,441,138; (f) the Cooperation Agreement between the Authority and the Ward TOD Metropolitan District No. 1, effective as of October 1, 2019, pursuant to which the Authority agreed to remit to such District that portion of the property tax increment generated from the District’s property tax mill levy on parcels within such District’s boundaries that is deposited into the Special Fund of the Authority; (g) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated June 16, 2020, between the Authority and FDG Project Management Services, LLC, with a maximum reimbursement amount of $11.76 million in present value terms; and (h) the Wheat Ridge Urban Renewal Authority Improvements Agreement, dated January 5, 2021, between the Authority and FDG Parallel Associates, LLC, with a maximum reimbursement amount of $232,467. “Principal Account” means the account of the Bond Fund established with that name pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Bond Fund” below. “Principal Corporate Trust Office” means the principal corporate trust office of the Trustee, as may be specified by the Trustee. “Property Tax Base Amount” means the amount certified by the Jefferson County Assessor as the valuation for assessment of all taxable property within the Plan Area in accordance with Section 31-25- 107(9)(a)(I) of the Act. The Property Tax Base Amount and increment value shall be calculated and adjusted from time to time by the Jefferson County Assessor in accordance with the Act and the rules and regulations of the Property Tax Administrator of the State. “Property Tax Reserve Fund” means any special reserve fund created by the Authority pursuant to Section 31-25-107(9)(a)(III) of the Act to provide for the Authority’s pro rata portion of any property taxes that are refunded by the County to the taxpayer to the extent that there are not sufficient property taxes due to the Authority for the County Treasurer to offset the Authority’s pro rata portion of any such refunds against any subsequent payments due to the Authority for the urban renewal project, all as provided in such Section of the Act. “Rebate Fund” means the fund by that name established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Rebate Fund” below. “Record Date” means the fifteenth (15th) day of the calendar month (whether or not a Business Day) immediately preceding any Interest Payment Date. B-6 “Reserve Fund” means the fund by that name established pursuant to Section 4.02 of the Indenture. The Reserve Fund shall secure only the payment of the Debt Service Requirements on the Series 2021 Bonds, unless otherwise provided in the resolution or indenture authorizing the issuance of Additional Bonds. Additional Bonds may only be secured by the Reserve Fund to the extent that the City’s Replenishment Resolution is amended by the City Council, in its sole discretion, to include the increase in the Reserve Fund Requirement resulting from the issuance of such Additional Bonds. In the event that the City’s Replenishment Resolution is not so amended, the Reserve Fund shall secure only the payment of the Debt Service Requirements on the Series 2021 Bonds. See “Flow of Funds” and “Reserve Fund” below. “Reserve Fund Requirement” means, as of the date of any calculation as required in the Indenture, the least of (a) 10% of the stated principal amount of the Series 2021 Bonds, (b) the Maximum Annual Debt Service Requirements on the Outstanding Series 2021 Bonds, or (c) 125% of the Average Annual Debt Service Requirements on the Outstanding Series 2021 Bonds. To the extent that the Reserve Fund secures both the Series 2021 Bonds and Additional Bonds, the Reserve Fund Requirement means, as of the date of any calculation as required hereunder, the least of (a) 10% of the stated principal amount of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, (b) the Maximum Annual Debt Service Requirements on the Outstanding Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, or (c) 125% of the Average Annual Debt Service Requirements on the Outstanding Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund. “Revenue Fund” means the fund by that name established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “Revenue Fund” below. “Series 2021 Bonds” means the “Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021” issued pursuant to the provisions of the Indenture. “State” means the State of Colorado. “Subordinate Obligations” means any obligation issued or incurred by the Authority and payable from the Trust Estate on a basis which is subordinate to the claim thereon which secures the Bonds. “Tax Code” means the Internal Revenue Code of 1986, as amended from time to time, and the regulations promulgated thereunder. “Trust Estate” means and shall consist of the Pledged Revenues and the rights, property and interests pledged and assigned by the Authority under the Indenture to the Trustee pursuant to the Granting Clauses of the Indenture. “Trust Funds” means, collectively, the Revenue Fund, the Bond Fund and the Reserve Fund. Notwithstanding the foregoing, or any other provisions hereof, the Reserve Fund created under this Indenture shall only secure the payment of the Series 2021 Bonds, and not any Additional Bonds hereafter issued, unless the resolution or indenture authorizing the issuance of Additional Bonds provides that such Additional Bonds shall be secured by the Reserve Fund. The 2021 Costs of Issuance Fund and the Rebate Fund shall be held by the Trustee under the terms of the Indenture, but shall not constitute Trust Funds hereunder and shall not secure the payment of the Bonds. “Trustee” means BOKF, N.A., duly organized and existing under and by virtue of the laws of the United States of America, having a corporate trust office in Denver, Colorado, and its successors, and any successor Trustee at the time serving as successor trustee hereunder. B-7 “2018 Lender” means BOKF, N.A. d/b/a Colorado State Bank and Trust, in its capacity of lender of the 2018 Loan, and its successors and assigns. “2018 Loan” means the loan made by the 2018 Lender to the Authority in the original principal amount of $6,375,000 as evidenced by a promissory note, and made in accordance with the terms and provisions of the 2018 Loan Agreement. “2018 Loan Agreement” means the Loan Agreement dated as of October 18, 2018 between the Authority and the 2018 Lender relating to the 2018 Loan. “2021 Costs of Issuance Fund” means the 2021 Costs of Issuance Fund established pursuant to Section 4.02 of the Indenture. See “Flow of Funds” and “2021 Costs of Issuance Fund” below. “2021 Improvement Project” means the completion of certain redevelopment projects to be undertaken pursuant to the Act and the Urban Renewal Plan that will be funded with a portion of the net proceeds of the Series 2021 Bonds. “2021 Project” means, collectively, the 2021 Refunding Project and the 2021 Improvement Project. “2021 Refunding Project” means the refunding and defeasance in whole of the 2018 Loan with a portion of the net proceeds of the Series 2021 Bonds. “Underwriter” means Piper Sandler & Co., the underwriter of the Series 2021 Bonds. Limited Obligations; Lien Priority; Pledge All Bonds issued under the Indenture and at any time Outstanding shall in all respects be equally and ratably secured hereby, without preference, priority or distinction on account of the date or dates or the actual time or times of the issuance of the Bonds, so that all Bonds at any time issued and Outstanding under the Indenture shall have the same right and preference under and by virtue of the Indenture, and shall all be equally and ratably secured thereby. The Series 2021 Bonds shall be special, limited obligations of the Authority secured by an irrevocable pledge of and payable solely from the Trust Estate, except to the extent otherwise provided in the Indenture. The Owners of the Series 2021 Bonds may not look to any general or other fund of the Authority for the payment of principal of or interest thereon except the Trust Estate. The Series 2021 Bonds shall not constitute a debt or indebtedness of the State or of any county, municipality or public body of the State, other than the Authority, within the meaning of any Constitutional, home rule charter, or statutory debt limitation or restriction. In no event shall the Series 2021 Bonds give rise to a general obligation or liability of the Authority, the City, the State, or any of its political subdivisions, or give rise to a charge against their general credit or taxing powers or be payable out of any funds or properties other than the Trust Estate. Neither the members, officials, staff, attorneys or consultants of the Authority, or the City, nor any Persons executing the Series 2021 Bonds, shall be personally liable on the Series 2021 Bonds or subject to any personal liability or accountability by reason of the issuance thereof. The Series 2021 Bonds shall constitute an irrevocable and first lien (but not necessarily an exclusive first lien) upon the Trust Estate. In the Indenture, the Authority irrevocably pledges, but not necessarily exclusively, the Trust Estate to the payment of the Debt Service Requirements of the Bonds. This pledge shall be valid and binding from and after the date of the delivery of the Bonds. The creation, perfection, enforcement, and priority of the pledge of revenues to secure or pay the Bonds as provided in the Indenture shall be governed by §11-57-208 of the Supplemental Act, the Bond Resolution and the Indenture. The revenues B-8 pledged for the payment of the Bonds, as received by or otherwise credited to the Authority, shall immediately be subject to the lien of such pledge without any physical delivery, filing, or further act. The lien of such pledge on the revenues pledged for payment of the Bonds and the obligation to perform the contractual provisions made in the Indenture shall have priority over any or all other obligations and liabilities of the Authority except any Additional Bonds hereafter authorized and issued in accordance with the provisions of the Indenture. The lien of such pledge shall be valid, binding, and enforceable as against all persons or entities having claims of any kind in tort, contract, or otherwise against the Authority (except as otherwise provided in the Indenture) irrespective of whether such persons or entities have notice of such liens. Establishment of Funds; Trust Funds The Indenture creates the following Trust Funds to be held by the Trustee: the Revenue Fund; the Bond Fund and within the Bond Fund, the Interest Account and the Principal Account; the Reserve Fund; and the 2021 Costs of Issuance Fund. Moneys and investments in each of the funds shall be used only and exclusively as provided in the Indenture (described below). The Revenue Fund, The Bond Fund and the Reserve Fund constitute Trust Funds pursuant to the Indenture. The 2021 Costs of Issuance Fund is not a Trust Fund. The Indenture also creates, to the extent funded, the Rebate Fund, which is held by the Trustee but does not constitute a Trust Fund for purposes of the Indenture. Moneys in the Rebate Fund shall be used only as provided in the Indenture (described below). Moneys held in the Rebate Fund shall not be part of the Trust Estate and shall not be subject to the lien created by the Indenture. Revenue Fund After all payments and deposits that are required to be made to the Property Tax Reserve Fund, if any, have been made or provided for, on or prior to the last day of each month the Authority shall remit to the Trustee for deposit in the Revenue Fund all Pledged Property Tax Increment Revenues received by the Authority, until such time as no further deposits are required therein as set forth below. Amounts deposited in the Revenue Fund shall be applied by the Trustee to the following purposes in the following order of priority in each Fiscal Year: (1) All amounts deposited in the Revenue Fund during any Fiscal Year shall be transferred to the Interest Account until the total of the amounts on deposit in the Interest Account shall equal the portion of Debt Service Requirements for such Fiscal Year representing interest on the Series 2021 Bonds, on a pari passu basis with any transfers required to be made to any interest account securing Additional Bonds. (2) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfer required by the Indenture has been made or provided for shall be transferred to the Principal Account until the amount on deposit in the Principal Account shall equal the portion of Debt Service Requirements for such Fiscal Year representing principal of the Series 2021 Bonds scheduled to mature or that are subject to mandatory sinking fund redemption in such Fiscal Year, subject to the provisions of the Indenture, on a pari passu basis with any transfers required to be made to any principal account securing Additional Bonds. (3) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfers required by the Indenture have been made or provided for shall be transferred to the Reserve Fund, to the extent that the amount on deposit in the Reserve Fund is less than the then- applicable Reserve Fund Requirement, on a pari passu basis with any transfers required to be made to any separate reserve fund securing Additional Bonds. B-9 (4) All amounts deposited in the Revenue Fund during any Fiscal Year remaining after the transfers required by the Indenture have been made or provided for shall be transferred to the Rebate Fund to the extent required by the Indenture on a pari passu basis with any transfers required to be made to any separate rebate fund created in connection with the issuance of any Additional Bonds. After all amounts required to be deposited in the Bond Fund (and any bond fund securing Additional Bonds), the Reserve Fund (and any reserve funds securing Additional Bonds) and the Rebate Fund (and any rebate funds created in connection with the issuance of Additional Bonds) have been made during any Fiscal Year as set forth above, or there is on deposit in the Revenue Fund sufficient money to make all remaining payments and transfers from the Revenue Fund as required by the Indenture for the remainder of the then current Fiscal Year, the Authority shall no longer be required to remit Pledged Property Tax Increment Revenues to the Trustee and any excess amounts remaining on deposit with the Trustee in the Revenue Fund after all such required amounts are on deposit in such funds shall be transferred to the Authority for any lawful purpose of the Authority. The Authority may also direct the Trustee in writing to apply any such excess amounts to the payment of Subordinate Obligations. If during any Fiscal Year the Authority has deposited all required Pledged Property Tax Increment Revenues to the Revenue Fund and is no longer making deposits to the Revenue Fund, and thereafter it is determined by the Trustee that further expenditures are required pursuant to the provisions of the Indenture, the Trustee shall notify the Authority in writing and the Authority shall resume transferring Pledged Property Tax Increment Revenues to the Trustee for deposit to the Revenue Fund. Bond Fund There shall be deposited in the Interest Account (a) all required transfers from the Revenue Fund as specified in the Indenture, (b) all required transfers from the Reserve Fund to pay interest on the Bonds secured thereby as specified in Section 4.06 of the Indenture and any reserve fund created in connection with the issuance of any Additional Bonds, and (c) all other moneys held or received by the Trustee under and pursuant to any of the provisions of this Indenture which are required or which are accompanied by directions not inconsistent with the provisions of the Indenture that such moneys are to be deposited in the Interest Account. Amounts on deposit in the Interest Account shall be used solely to pay the interest on the Bonds as and when the same becomes due. Notwithstanding the foregoing or any other provision of the Indenture, amounts on deposit in the Interest Account from transfers from the Reserve Fund (to the extent that the Reserve Fund does not secure the payment of any Additional Bonds) shall be applied solely to pay the interest on the Series 2021 Bonds. There shall be deposited in the Principal Account (a) all required transfers from the Revenue Fund as specified in the Indenture, (b) all required transfers from the Reserve Fund to pay principal on the Bonds secured thereby as specified in the Indenture and any reserve fund created in connection with the issuance of any Additional Bonds, and (c) all other moneys held or received by the Trustee under and pursuant to any of the provisions of the Indenture which are required or which are accompanied by directions not inconsistent with the provisions of the Indenture that such moneys are to be deposited in the Principal Account. Amounts on deposit in the Principal Account shall be used solely to pay the principal of and premium, if any, on the Bonds as and when the same becomes due at maturity or prior redemption thereof pursuant to the terms of the Indenture. Notwithstanding the foregoing or any other provision of the Indenture, amounts on deposit in the Principal Account from transfers from the Reserve Fund (to the extent that the Reserve Fund does not secure the payment of any Additional Bonds) shall be applied solely to pay the principal on the Series 2021 Bonds. Reserve Fund Upon the issuance of the Series 2021 Bonds, there shall be deposited in the Reserve Fund proceeds of the Series 2021 Bonds or other available moneys of the Authority in the amount of the Reserve Fund Requirement ($4,462,610.67). In the event that Additional Bonds are issued that are B-10 secured by the Reserve Fund, there shall be deposited in the Reserve Fund proceeds of such Additional Bonds or other available moneys of the Authority in an amount sufficient to satisfy the Reserve Fund Requirement in effect after the issuance of such Additional Bonds. In the event that, five (5) Business Days prior to any Interest Payment Date, the amount on deposit in the Principal Account shall be less than the principal of the Bonds secured by the Reserve Fund maturing or subject to mandatory sinking fund redemption on such Interest Payment Date or the amount on deposit in the Interest Account shall be less than the interest on the Bonds secured by the Reserve Fund coming due on such Interest Payment Date, an amount equal to such deficiency shall be transferred from the Reserve Fund to the Principal Account or Interest Account, as the case may be, and applied to the payment of such interest or principal on the Bonds secured by the Reserve Fund. The money so used shall be replaced to the Reserve Fund from moneys deposited in the Revenue Fund after the deposits required by the Indenture have been made, and, if necessary, from any moneys received from the City pursuant to the City’s Replenishment Resolution. Amounts on deposit in the Reserve Fund may also be used to make the final debt service payments due on the Series 2021 Bonds and any Additional Bonds secured by the Reserve Fund or for the purpose of refunding or defeasing Bonds secured by the Reserve Fund or discharging the Indenture in accordance with the Indenture by paying or providing for the payment of such Bonds. If at any time the Reserve Fund is not funded at an amount equal to the Reserve Fund Requirement, and to the extent any such deficiency is not replenished from Pledged Revenues as set forth above or from another source, the Trustee shall provide written notice to the Executive Director of the Authority and the City Manager setting forth the amount of any such deficiency and requesting that the City replenish the Reserve Fund pursuant to and as provided in the City’s Replenishment Resolution. Any such written notice shall include instructions for making the payment to the Trustee. The Replenishment Resolution provides that within 90 days after the City’s receipt of a written notice from the Trustee of a draw or a deficiency in the Reserve Fund, to the extent that such draw or deficiency has not been replenished by another source, the City shall replenish the Reserve Fund to the Reserve Fund Requirement from legally available funds of the City, subject to appropriation by the City Council in its sole discretion. Any such City payment shall be deposited in the Reserve Fund in immediately available funds pursuant to the instructions set forth in the Written Notice. In the event that the Trustee receives money from the City in excess of the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement, any such excess shall be returned to the City. While the City Council has agreed in the City’s Replenishment Resolution to consider appropriating money to replenish deficiencies in the Reserve Fund, the City Council may in its sole discretion determine whether to make such an appropriation and is never required to do so. The City’s Replenishment Resolution shall not create or constitute a debt, liability or multiple fiscal year financial obligation of the City. Failure by the City Council to appropriate moneys to replenish the Reserve Fund pursuant to the City’s Replenishment Resolution shall never constitute an Event of Default under the Indenture. Any City replenishment of the Reserve Fund shall constitute a loan by the City to the Authority which shall be payable from Pledged Revenues on a basis that is subordinate to the repayment of the Bonds in accordance with the Cooperation Agreement. The Trustee shall determine the balance on deposit in the Reserve Fund as of December 31 of each year and upon any principal payment of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund, whether at stated maturity or upon optional or mandatory redemption, and upon the defeasance of all or a portion of the Series 2021 Bonds and any Additional Bonds that are secured by the Reserve Fund. The Trustee shall also immediately determine the balance on deposit in the Reserve Fund upon any withdrawal from the Reserve Fund. Nothing in the Indenture shall prevent the Trustee from making more frequent determinations of valuation. In the event that the amount on deposit in the Reserve Fund is at any time more than the Reserve Fund Requirement, the Trustee shall transfer such excess moneys to the Bond Fund to be used to pay the Debt Service Requirements on the Bonds and any Additional Bonds secured by the Reserve Fund. Nothing in the Indenture shall be construed as limiting the right of the Authority to substitute for the cash deposit required to be maintained in the Reserve Fund a letter of credit, surety bond, insurance B-11 policy, agreement guaranteeing payment or other undertaking by a financial institution to ensure that cash in the amount otherwise required to be maintained in the Reserve Fund will be available to the Authority as needed. Any such credit instrument shall be deposited with the Trustee, who shall ascertain the necessity for a claim against or draw upon the credit instrument and provide notice to the issuer of such credit instrument in accordance with its terms prior to the Interest Payment Date. If a letter of credit is substituted for the cash deposit required to be maintained hereunder, the Trustee shall draw upon such letter of credit prior to its expiration or termination unless an alternate credit instrument conforming with the provisions hereof has been substituted therefor or the amount otherwise required to be maintained hereunder is on deposit in the Reserve Fund. 2021 Costs of Issuance Fund There shall be deposited in the 2021 Costs of Issuance Fund proceeds of the sale of the Series 2021 Bonds or other available moneys in the amount set forth in the Indenture. Moneys held in the 2021 Costs of Issuance Fund shall be used to pay Costs of Issuance related to the Series 2021 Bonds as directed in writing by the Authority Representative. Any amounts held in the 2021 Costs of Issuance Fund that are not required to pay such Costs of Issuance shall, at the written direction of the Authority Representative, be transferred to the Interest Account of the Bond Fund or shall be remitted to the Authority to finance a portion of the costs of the 2021 Improvement Project. The 2021 Costs of Issuance Fund is not a Trust Fund and shall not secure the payment of the Bonds. Excess Moneys in Trust Funds Any amounts remaining in any Trust Fund after payment in full of the principal of, premium, if any, and interest on the Bonds, the reasonable fees, charges and expenses of the Trustee and all other amounts required to be paid hereunder, shall be paid to the Authority to be used for any lawful purpose of the Authority. Rebate Fund Upon written request of the Authority Representative, there shall be deposited into the Rebate Fund amounts transferred from the Revenue Fund as required to comply with Section 148(f) of the Tax Code and the Tax Compliance Certificate. In addition, notwithstanding any other provision of the Indenture, upon the written request of the Authority Representative, any investment income or other gain on moneys in any of the funds or accounts may be transferred to the Rebate Fund to enable the Authority to satisfy the requirements of Section 148(f) of the Tax Code. Moneys in the Rebate Fund shall be paid to the United States in the amounts and at the times required by the Tax Code. Any excess moneys contained in the Rebate Fund shall, at the written request of the Authority Representative, be transferred to the Bond Fund. Moneys held in the Rebate Fund shall not be part of the Trust Estate and shall not be subject to the lien created by the Indenture. Investment of Moneys Any moneys held as part of any fund held by the Trustee shall be invested and reinvested by the Trustee, at the written direction of the Authority, in Permitted Investments in accordance with the provisions of the Investment Instructions. Absent written direction, the Trustee shall invest funds into the Federated Treasury Obligations Fund (TOSXX) as standing instructions. All Investment Instructions shall comply with applicable law and with the provisions set forth in the Tax Compliance Certificate and the Indenture. Any such investments shall be held in the name of the Trustee, as Trustee under the Indenture. The Trustee shall sell and reduce to cash a sufficient amount of such investments whenever the cash balance in any fund is insufficient to make a required payment from such fund or upon the written direction of the Authority. The Trustee shall incur no liability for any such investments or reinvestments B-12 hereunder except in the case of its gross negligence or failure to comply with any provision of the Investment Instructions. The Authority covenants and certifies to the Trustee and to and for the benefit of the purchasers and Owners of the Outstanding Bonds that so long as any of the Bonds remain Outstanding, moneys on deposit in any fund or account created in connection with the Bonds, whether or not such moneys were derived from the proceeds of the sale of the Bonds or from any other sources, will be invested in accordance with the Investment Instructions, the Tax Compliance Certificate and the Indenture. Pursuant to such covenants, the Authority obligates itself to comply throughout the term of the issue of the Bonds with the requirements of the Tax Code and any regulations promulgated thereunder. The Authority shall direct the Trustee to take all such action as shall be necessary to insure compliance with such covenants of the Authority. Obligations purchased as a result of an investment or reinvestment of moneys in any of the funds held by the Trustee shall be deemed at all times to be a part of such fund and the accounts therein, except as further provided. Any interest or other gain as a result of any investments or reinvestments of moneys in the Reserve Fund shall be retained in the Reserve Fund until the amount on deposit therein equals the Reserve Fund Requirement and thereafter any interest or other gain in excess of such amount shall be transferred to the Revenue Fund, unless such amount must be rebated to the federal government, in which case such excess amount shall be transferred to the Rebate Fund. Any interest accruing on or any gain realized from the investment or reinvestment of the Revenue Fund, the Bond Fund, the 2021 Costs of Issuance Fund or the Rebate Fund shall be credited or retained in such fund. Any loss resulting from any authorized investment or reinvestment of moneys in any of the funds shall be charged to such fund or account without liability to the Authority or the Trustee or to the commissioners, officers, staff, attorneys, consultants, agents and employees thereof. For the purpose of determining at any given time the balance in any fund or account, any such investment or reinvestment constituting a part of such fund or account shall be valued at the lower of cost or the then estimated or appraised market value of such investment or reinvestment. The Trustee shall be entitled to assume that any investment, which at the time of purchase is a Permitted Investment, remains a Permitted Investment thereafter absent receipt of written notice or information to the contrary. Investments permitted under the Indenture may be purchased from the Trustee or from any of its affiliates. The Trustee shall not be liable for any loss resulting from any such investment, nor from failure to preserve rights against endorsers or other prior parties to instruments evidencing any such investment. The Trustee shall have no liability or responsibility for any loss or for failure to maximize earnings resulting from any investment made in accordance with the provisions of the Indenture. The Authority acknowledges that regulations of the Comptroller of the Currency grant the Authority the right to receive brokerage confirmations of the security transactions as they occur. The Authority specifically waives such notification to the extent permitted by law and will receive periodic cash transaction statements from the Trustee which will detail all investment transactions. Additional Bonds; Subordinate Obligations Additional Parity Bonds. Additional Bonds may be issued, authenticated and delivered for the purpose of providing the Authority with funds for any lawful purpose of the Authority, so long as (i) no Default or Event of Default has occurred and is at the time continuing under the Indenture, (ii) all amounts required to be on deposit in the funds and accounts established under the Indenture are on deposit therein, or will be on deposit therein upon the issuance of such Additional Bonds, and (iii) the requirements set forth below have been satisfied. The Additional Bonds of each such series shall be authenticated by the Trustee and, upon payment to the Trustee of the proceeds of said sale of such Additional Bonds, such Additional Bonds shall be delivered by the Trustee to or upon the order of the B-13 original purchaser thereof, but only upon there being filed with the Trustee, such original purchaser, and the Authority: (a) original, executed counterparts of a resolution of the Board authorizing the issuance of the Additional Bonds and an indenture, or similar document, related thereto; (b) an opinion of Bond Counsel to the effect that the issuance of the Additional Bonds and the execution thereof have been duly authorized, all conditions precedent to the delivery thereof have been fulfilled, and that the exclusion from gross income for federal income tax purposes of the interest on the Series 2021 Bonds will not be adversely affected by the issuance of the proposed Additional Bonds; (c) a certificate of the Authority Representative addressed to the Trustee establishing that the Pledged Revenues for any period of 12 consecutive calendar months out of the 18 calendar months next preceding the date of the issuance of such Additional Bonds were at least 125% of the Maximum Annual Debt Service Requirements of the combination of the Bonds then Outstanding, and the Additional Bonds proposed to be issued; provided, however, that any Bonds to be refunded with the proceeds of any such Additional Bonds shall be excluded for purposes of such calculation; and (d) a written order to the Trustee by the Authority to authenticate and deliver the Additional Bonds to the original purchaser therein identified upon payment to the Trustee of a specified sum plus any accrued interest. Notwithstanding the foregoing, in the case of Additional Bonds issued for the purpose of refunding less than all of the Bonds then Outstanding, compliance with Section 2.12(a)(iii) of the Indenture shall not be required so long as the Debt Service Requirements payable on all Bonds Outstanding after the issuance of such Additional Bonds in each Fiscal Year does not exceed the Debt Service Requirements payable on all Bonds outstanding prior to the issuance of such Additional Bonds in each Fiscal Year. Each series of Additional Bonds issued pursuant to the Indenture shall be equally and ratably secured with the Series 2021 Bonds and all other series of Additional Bonds, if any, theretofore issued pursuant to the Indenture, without preference, priority or distinction of any such Bonds over any other thereof; provided however that Additional Bonds may be issued with or without a reserve fund. Subordinate Bonds. So long as no Event of Default has occurred and is at the time continuing, the Authority may issue Subordinate Obligations for any lawful purpose; provided however, that the documents pursuant to which any such Subordinate Obligations is issued shall not provide for acceleration of the payment of such Subordinate Obligations. Senior Lien Bonds Prohibited. The Authority shall not issue bonds or other securities payable from the Pledged Revenues that have a lien on all or a portion of the Pledged Revenues that is prior and superior to the lien thereon of the Bonds without the prior written consent of the owners of 100% of the aggregate principal amount of the Outstanding Bonds. Obligations Not Secured by Trust Estate. Nothing in the Indenture shall affect the power of the Authority to issue obligations not secured by any portion of the Trust Estate. General Covenants of the Authority In the Indenture, the Authority makes the following covenants, among others: Payment of Principal, Premium, if Any, and Interest. The Authority covenants that it shall promptly pay the principal of, premium, if any, and interest on every Bond issued under the Indenture at B-14 the place, on the dates and in the manner provided therein and in said Bonds according to the true intent and meaning thereof. The principal of, premium, if any, and interest on the Bonds shall be payable solely from the Trust Estate and shall not constitute an indebtedness, financial obligation or liability of the City, the State or any political subdivision thereof other than the Authority, and neither the City, the State nor any political subdivision thereof other than the Authority shall be liable thereon. Further, the Bonds shall not constitute a debt, indebtedness, financial obligation or liability of the City within the meaning of any constitutional, statutory or charter debt limitation or provision applicable to the City. Neither the members, officials, staff, attorneys or consultants of the Authority, or the City, nor any Persons executing the Bonds, shall be liable personally on the Bonds or subject to any personal liability or accountability by reason of the issuance thereof. Performance of Covenants; Authority. The Authority shall faithfully perform at all times any and all covenants, requirements, undertakings, stipulations and provisions set forth in the Indenture, in any and every Bond executed, authenticated and delivered hereunder and in all of its proceedings pertaining thereto. Instruments of Further Assurance. The Authority shall do, execute, acknowledge and deliver or cause to be done, executed, acknowledged and delivered, such indentures supplemental hereto and such further acts, instruments and transfers as the Trustee may reasonably require for the better assuring, transferring, conveying, pledging, assigning and confirming unto the Trustee all and singular the amounts pledged hereby to the payment of the principal of, premium, if any, and interest on the Bonds. The Authority, except as specifically provided in the Indenture, shall not encumber or otherwise dispose of all or any part of the Trust Estate or the Rebate Fund. Inspection of Records. All books and records in the possession of the Authority relating to the 2021 Project, the Plan, the Pledged Revenues and the Trust Estate shall at all reasonable times be open to inspection by such accountants or other agents as the Trustee may from time to time designate, provided, however, that the Trustee shall have no duty or obligation to inspect or cause such inspection. List of Owners. The Trustee shall keep the registration books of the Authority, together with the principal amounts and numbers of each series of Bonds. At reasonable times and under reasonable regulations established by the Trustee, the registration books of a series of Bonds may be inspected and copied by the Authority or by Owners (or a designated representative thereof) of twenty-five percent (25%) or more in principal amount of such series of Bonds then Outstanding, such possession or ownership and the authority of such designated representative to be evidenced to the satisfaction of the Trustee. Amendments to Plan, Compliance with Cooperation Agreement. The Plan may be amended by the City, but the Authority shall not request that an amendment be made and shall contest or cause to be contested any amendment proposed by the City that would (a) result in a failure of the Plan, as so amended, to comply with the requirements of the Indenture, (b) result in an Event of Default by the Authority under the Indenture, or (c) adversely and materially affect the security for the Bonds. The Authority covenants and agrees that the Authority shall comply with the Act and the terms and provisions of the Cooperation Agreement from time to time in effect. Use of Proceeds. The Authority covenants and agrees that the proceeds of the sale of the Bonds will be deposited and used as provided in the Indenture. The Authority covenants and agrees that the Authority shall diligently and in a sound and economical manner carry out and continue to completion, or cause to be carried out and continued to completion, with all practicable dispatch, the 2021 Project in accordance with its duty so to do under and in accordance with the Act, the Plan, and the Resolution. B-15 Books and Accounts; Financial Statements. The Authority covenants and agrees that it shall at all times keep, or cause to be kept, proper and current books and accounts (separate from all other records and accounts) in which complete and accurate entries shall be made of all transactions relating to the 2021 Project, the Pledged Revenues, and all funds and accounts relating to the 2021 Project, and shall prepare within one hundred eighty days (six months) after the close of each Fiscal Year a complete financial statement or statements for such year in reasonable detail covering the 2021 Project, the Pledged Revenues, and all other funds or accounts relating to the 2021 Project, certified by a certified public accountant or firm of certified public accountants selected by the Authority, and shall furnish a copy of such statement or statements to any Owner upon written request therefor and to the Trustee. Protection of Security and Rights of Owners. To the extent permitted by law, the Authority covenants and agrees to preserve and protect the security of the Bonds and the rights of the Owners and to defend their rights under all claims and demands of all Persons. Without limiting the generality of the foregoing, the Authority covenants and agrees to contest or cause to be contested by litigation, court action or otherwise, to the extent permitted by law, (a) any action or claim made in any action or proceeding to which the Authority is a party or in which the subject of such action or claim is that the Pledged Revenues or Trust Funds pledged hereunder cannot be paid to or by the Authority for the Debt Service Requirements on the Bonds, or any other action or claim affecting the validity of the Bonds or materially diluting or materially adversely affecting the security therefor, and (b) any assertion by the United States of America or any department or agency thereof or any other Person that the interest received by the Owners of the Series 2021 Bonds is includible in gross income for purposes of federal income taxation. The Authority covenants and agrees to knowingly take no action which would result in (i) the Pledged Revenues being withheld from the Trustee, or (ii) the interest received by the Owners of the Series 2021 Bonds becoming includible in gross income for purposes of federal income taxation. Maintenance of Existence. To the extent permitted by law, the Authority covenants and agrees to take no action to terminate its existence except in compliance with Section 31-25-115(2) of the Act, which requires that adequate arrangements be made for the payment of outstanding obligations. Discharge of Lien If the Authority shall pay or cause to be paid, or there shall otherwise be paid or provision for payment made, to the Owners of the Bonds, the principal of and interest due or to become due thereon at the times and in the manner stipulated therein, and if the Authority shall pay or cause to be paid to the Trustee all sums of money due or to become due to the Trustee, then these presents and the estate and rights hereby granted shall cease, determine and be void, whereupon the Trustee shall cancel and discharge the lien of the Indenture, and execute and deliver to the Authority such instruments in writing as shall be required to release the lien of the Indenture, and reconvey, release, assign and deliver unto the Authority any and all of the estate, right, title and interest in and to any and all rights or property conveyed, assigned or pledged to the Trustee or otherwise subject to the lien of this Indenture, except cash and securities held by the Trustee for the payment of the principal of and interest on the Bonds. Any Bond shall be deemed to be paid within the meaning of the Indenture and for all purposes of the Indenture when payment of the principal of such Bond plus interest thereon to the due date thereof either (i) shall have been made or caused to be made in accordance with the terms thereof, or (ii) shall have been provided for by irrevocably depositing in trust and irrevocably setting aside exclusively for such payment (A) moneys sufficient to make such payment, (B) Federal Securities (which shall not contain provisions permitting the redemption thereof at the option of the issuer) maturing as to principal and interest in such amounts and at such times as will insure the availability of sufficient moneys to make such payment, or (C) a combination of such cash and Federal Securities. At such times as a Bond shall be deemed to be paid thereunder, as aforesaid, such Bond shall no longer be secured by or entitled to the B-16 benefits of the Indenture, except for the purposes of any such payment from such moneys and Federal Securities. In the event that any Bond is deemed to have been paid and defeased in accordance with (ii) of the preceding paragraph, then in connection therewith, the Authority shall cause to be delivered to the Trustee a verification report of an independent nationally recognized certified public accountant. The release of the obligations of the Authority as described above shall be without prejudice to the right of the Trustee to be paid reasonable compensation for all services rendered by it hereunder and all its reasonable expenses, charges and other disbursements incurred on or about the administration of and performance of its powers and duties under the Indenture. Events of Default and Remedies Defaults; Events of Default. The occurrence of any of the following events is declared in the Indenture to constitute an Event of Default: (a) Default in the due and punctual payment of interest on any Bond; (b) Default in the due and punctual payment of the principal of or premium, if any, on any Bond, whether at the stated maturity thereof, or upon proceedings for redemption thereof; (c) a material default in the performance or observance of any other of the covenants, requirements, agreements or conditions on the part of the Authority set forth in the Indenture (except for the continuing disclosure covenant) or in the Bonds and failure to remedy the same after notice thereof (as described in “Notice of Defaults Under Section 8.01(c); Opportunity to Cure); or (d) the Authority shall file a petition or answer seeking reorganization or arrangement under the federal bankruptcy laws or any other applicable law of the United States of America, or if a court of competent jurisdiction shall approve a petition seeking reorganization of the Authority under the federal bankruptcy laws or any other applicable law of the United States of America, which petition, if filed without the consent of the Authority, shall be determined by the court to be meritorious, or if, under the provisions of any other law for the relief or aid of debtors, any court of competent jurisdiction shall assume custody or control of the Authority, or of the whole or ten percent (10%) or more of its property. Remedies, Rights of Owners. (a) Upon the occurrence of an Event of Default, the Trustee may pursue any available remedy at law or in equity to enforce the payment of the principal of, premium, if any, and interest on the Outstanding Bonds; provided that acceleration shall not be a remedy available to enforce such payment. (b) If an Event of Default shall have occurred and be continuing and if requested to do so by the Owners of twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds and provided that indemnification is furnished as set forth in the Indenture, the Trustee shall be obligated to exercise such one or more of the rights and powers conferred by the Remedies section of the Indenture (Section 8.02), as the Trustee, being advised by counsel, shall deem most expedient in the interests of the Owners. (c) No remedy conferred upon or reserved to the Trustee (or to the Owners) by the terms of the Indenture is intended to be exclusive of any other remedy, but each and every such remedy shall be cumulative and shall be in addition to any other remedy given to the Trustee or to the Owners under the Indenture or now or hereafter existing at law or in equity. B-17 (d) No delay or omission to exercise any right or power accruing upon an Event of Default shall impair any such right or power or shall be construed to be a waiver of any such Event of Default or acquiescence therein; such right or power may be exercised from time to time as often as may be deemed expedient. (e) No waiver of an Event of Default under the Indenture, whether by the Trustee or by the Owners, shall extend to or shall affect any subsequent Event of Default or shall impair any rights or remedies consequent thereon. Rights of Owners to Direct Proceedings. Anything in the Indenture to the contrary notwithstanding, the Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, at any time, by an instrument or instruments in writing executed and delivered to the Trustee, to direct the method and place of conducting all proceedings to be taken in connection with the enforcement of the terms and conditions of the Indenture, or for the appointment of a receiver or any other proceedings hereunder, provided that such direction shall not be otherwise than in accordance with the provisions of law and of the Indenture. Appointment of Receivers. Upon the occurrence of an Event of Default, and upon the filing of a suit or other commencement of judicial proceedings to enforce the rights of the Trustee and of the Owners under the Indenture, the Trustee shall be entitled, as a matter of right, to the appointment of a receiver or receivers of the Trust Estate and of the revenues, earnings, income, products and profits thereof, pending a determination of such proceedings, with such powers as the court making such appointment shall confer. Waiver. Upon the occurrence of an Event of Default, to the extent that such rights may then lawfully be waived, neither the Authority, nor anyone claiming through or under it, shall set up, claim or seek to take advantage of any appraisement, valuation, stay, extension or redemption laws of any jurisdiction now or hereafter in force, in order to prevent or hinder the enforcement of the Indenture, and the Authority, for itself and all who may claim through or under it, hereby waives, to the extent that it lawfully may do so, the benefit of all such laws. Application of Moneys. All moneys received by the Trustee pursuant to any right given or action taken under the provisions of this Article shall, after payment of the reasonable costs and expenses of the proceedings resulting in the collection of such moneys, including without limitation the reasonable fees and expenses of attorneys and advisors, and of the fees, expenses and advances incurred or made by the Trustee, be deposited in the Bond Fund and all moneys in the Bond Fund shall be applied as follows: FIRST, to the payment to the Persons entitled thereto of all installments of interest then due on the Bonds, in the order of the maturity of the installments of such interest and, if the amount available shall not be sufficient to pay in full any particular installment, then to the payment ratably, according to the amounts due on such installment, to the Persons entitled thereto, without any discrimination or privilege; and SECOND, to the payment to the Persons entitled thereto of the unpaid principal of and premium, if any, on any of the Bonds which shall have become due (other than Bonds matured or called for redemption for the payment of which moneys are held pursuant to the provisions of the Indenture), with interest on such Bonds from the respective dates upon which they became due (with interest on overdue installments of interest, to the extent permitted by law, at the rate of interest borne by the respective Bond) and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with such interest, then to the payment ratably, according to the amount of principal due on such date, to the Persons entitled thereto without any discrimination or privilege; and B-18 THIRD, to be held for the payment to the Persons entitled thereto as the same shall become due of the principal of and premium, if any, and interest on the Bonds which may thereafter become due either at maturity or upon call for redemption prior to maturity and, if the amount available shall not be sufficient to pay in full Bonds due on any particular date, together with interest then due and owing thereon, payment shall be made ratably according to the amount of principal due on such date to the Persons entitled thereto without any discrimination or privilege. Whenever moneys are to be applied pursuant to the provisions described, such moneys shall be applied at such times, and from time to time, as the Trustee shall determine, having due regard to the amount of such moneys available for application and the likelihood of additional moneys becoming available for such application in the future. Whenever the Trustee shall apply such funds, it shall fix the date (which shall be an Interest Payment Date unless it shall deem another date more suitable) upon which such application is to be made and upon such date interest on the amounts of principal to be paid on such date shall cease to accrue. The Trustee shall give such notice as it may deem appropriate of the deposit with it of any such moneys and of the fixing of any such date and shall not be required to make payment to the Owner of any Bond until such Bond shall be presented to the Trustee for appropriate endorsement or for cancellation if fully paid. Whenever the principal of, premium, if any, and interest on all Bonds have been paid under the provisions described above and all reasonable expenses and charges of the Trustee have been paid, any balance remaining in the Bond Fund shall be disbursed as provided in “Excess in Trust Funds” in the Indenture. Remedies Vested in Trustee. All rights of action (including the right to file proof of claims) under the Indenture or under any of the Bonds may be enforced by the Trustee without the possession of any of the Bonds or the production thereof in any trial or other proceeding relating thereto, any such suit or proceeding instituted by the Trustee shall be brought in its name as the Trustee without the necessity of joining as plaintiffs or defendants any Owner of the Bonds, and any recovery of judgment shall be for the equal and ratable benefit of the Owners of the Outstanding Bonds. Rights and Remedies of Owners. No Owner shall have any right to institute any suit, action or proceeding at law or in equity for the enforcement of the Indenture or for the execution of any trust hereof or for the appointment of a receiver or any other remedy under the Indenture, unless, (a) a Default has occurred of which the Trustee has been notified as provided in the Indenture, or of which by said subsection it is deemed to have notice, unless such Default shall have become an Event of Default and the Owners of twenty-five percent (25%) in aggregate principal amount of Outstanding Bonds shall have made written request to the Trustee and shall have offered it reasonable opportunity either to proceed to exercise the powers hereinbefore granted or to institute such action, suit or proceeding in their own name or names, they have offered to the Trustee indemnity as provided in the Indenture, nor unless the Trustee shall thereafter fail or refuse to exercise the powers hereinbefore granted, or to institute such action, suit or proceeding in its own name. Such notification, request and offer of indemnity are hereby declared in every case, at the option of the Trustee, to be conditions precedent to the execution of the powers and trusts of the Indenture, and to any action or cause of action for the enforcement of the Indenture, or for the appointment of a receiver or for any other remedy under the Indenture; it being understood and intended that no one or more Owners of the Bonds shall have any right in any manner whatsoever to affect, disturb or prejudice the lien of the Indenture by its, his, her or their action or to enforce any right hereunder except in the manner provided in the Indenture, and that all proceedings at law or in equity shall be instituted, had and maintained in the manner provided in the Indenture and for the equal and ratable benefit of the Owners of all Outstanding Bonds. However, nothing set forth in the Indenture shall affect or impair the right of any Owner to enforce the payment of the principal of, premium, if any, and interest on any Bond at and after the maturity thereof, or the obligation of the Authority to pay the principal of, premium, if any, and interest on each of the Bonds issued under the Indenture to the respective Owners at the time, place, from the source and in the manner expressed in the Bonds. B-19 Termination of Proceedings. In case the Trustee shall have proceeded to enforce any right under the Indenture by the appointment of a receiver or otherwise, and such proceedings shall have been discontinued or abandoned for any reason, or shall have been determined adversely, then and in every such case, the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, with regard to the property subject to the Indenture, and all rights, remedies and powers of the Trustee shall continue as if no such proceedings had been taken. Waivers of Events of Default. The Trustee may, with the consent of the Owners of a majority in aggregate principal amount of Bonds then Outstanding, waive any Event of Default under the Indenture and its consequences, and notwithstanding anything else to the contrary contained in the Indenture, shall do so upon the written request of the Owners of a majority in aggregate principal amount of all the Bonds then Outstanding; provided, however, that there shall not be waived any Event of Default in the payment of the principal of or interest on any Outstanding Bonds unless prior to such waiver or rescission, all arrears of principal and interest, both, to the extent permitted by law, with interest at the rate of interest borne by the respective Bond on overdue installments, and all reasonable expenses of the Trustee in connection with such Event of Default shall have been paid or provided for. In case of any such waiver or rescission, then and in every such case the Authority, the Trustee and the Owners shall be restored to their former positions and rights hereunder, respectively, but no such waiver or rescission shall extend to any subsequent or other Default or impair any right consequent thereon. Notice of Defaults Under Section 8.01(c); Opportunity to Cure. Anything in the Indenture to the contrary notwithstanding, including but not limited to Section 8.05 of the Indenture, no Default under Section 8.01(c) of the Indenture shall constitute an Event of Default until actual notice of such Default by registered or certified mail shall be given to the Authority by the Trustee or by the Owners of not less, than twenty-five percent (25%) in aggregate principal amount of all Outstanding Bonds and the Authority shall have had 30 days after receipt of such notice to correct said Default or cause said Default to be corrected, and shall not have corrected said Default or caused said Default to be corrected within the applicable period; provided, however, if said Default be such that it cannot be corrected within the applicable period, it shall not constitute an Event of Default if corrective action is instituted by the Authority within the applicable period and diligently pursued until the Default is corrected. Certain Provisions Related to the Trustee The Indenture contains provisions that set forth the express terms and conditions regarding the duties and liabilities of the Trustee. Certain of those provisions are summarized below. Indemnification of Trustee. Before taking the action referred to in Sections 8.02 (Remedies) or 8.07 (Remedies Vested in Trustee) of the Indenture, the Trustee may require that a satisfactory indemnity bond be furnished by or on behalf of the Owners for the reimbursement of all expenses to which it may be caused to incur and to protect it against all liability, except liability which is adjudicated to have resulted from its gross negligence, default or non-conformity with applicable law in connection with any such action. Fees, Charges and Expenses of Trustee. The Trustee shall be entitled to payment and reimbursement for all reasonable fees and expenses as set forth in accordance with its agreement with the Authority, which, notwithstanding any other provision hereof, may be amended at any time by agreement of the Authority and the Trustee without the consent of or notice to the Owners. Notice to Owners if Default Occurs. If a Default occurs of which the Trustee is required by the Indenture to take notice or if notice of Default be given as provided in the Indenture, then the Trustee shall promptly give notice thereof by registered or certified mail to the Owner of each Bond on the list of Owners required by the terms of the Indenture to be kept at the Principal Corporate Trust Office of the Trustee. B-20 Intervention by Trustee. In any judicial proceeding to which the Authority is a party and which in the reasonable opinion of the Trustee and its counsel has a substantial bearing on the interests of the Owners of the Bonds, the Trustee may intervene on behalf of Owners and, upon receipt of indemnification or security satisfactory to the Trustee, shall do so if requested in writing by the Owners of at least twenty-five percent (25%) of the aggregate principal amount of Outstanding Bonds. Successor Trustee. Any corporation or association into which the Trustee may be converted or merged, or with which it may be consolidated, or to which it may sell or transfer its corporate trust business and assets as a whole or substantially as a whole, or any corporation or association resulting from any such conversion, sale, merger, consolidation or transfer to which it is a party, shall be and become successor Trustee under the Indenture and vested with all of the title to the Trust Estate and all the trusts, powers, discretions, immunities, privileges, duties, obligations, responsibilities and all other matters as was its predecessor, without the execution or filing of any instrument or any further act, deed or conveyance on the part of any of the parties hereto, anything in the Indenture to the contrary notwithstanding. Resignation by Trustee. The Trustee and any successor Trustee may at any time resign from the trusts hereby created by giving 30 days written notice thereof by registered or certified mail (a) to the Authority and (b) to the Owner of each Bond as shown by the list of Owners required by the Indenture to be kept by the Trustee, and such resignation shall not take effect until the appointment of a successor Trustee by the Owners or by the Authority. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after the giving of such notice of resignation, the resigning Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Removal of Trustee. The Trustee may be removed at any time by resolution of the Board or by an instrument or concurrent instruments in writing delivered to the Trustee and to the Authority and signed by the Owners of a majority in aggregate principal amount of Outstanding Bonds. No removal of the Trustee shall be effective until the appointment of a successor Trustee by the Authority or by the Owners, as the case may be. If an instrument of acceptance by a successor Trustee shall not have been delivered to the Trustee within 30 days after receipt by the Trustee of an instrument of removal of the Trustee, the Trustee may petition any court of competent jurisdiction for the appointment of a successor Trustee. Appointment of Successor Trustee. In case the Trustee shall resign or be removed, or be dissolved, or shall be in the course of dissolution or liquidation, or otherwise become incapable of acting, or in case it shall be taken under the control of any public officer or officers, or of a receiver appointed by a court, a successor may be appointed by the Authority or by the Owners of a majority in aggregate principal amount of Outstanding Bonds by an instrument or concurrent instruments in writing signed by such Owners, or by their attorneys in fact duly authorized, a copy of which shall be delivered personally or sent by registered mail to the Authority. Every such Trustee appointed pursuant to the provisions of described above shall be a trust company or bank in good standing having a reported capital and surplus of not less than $50,000,000 if there be such an institution willing, qualified and able to accept the trust upon customary terms. Acceptance by Any Successor Trustee. Every successor Trustee appointed shall execute, acknowledge and deliver to its predecessor and also to the Authority an instrument in writing accepting such appointment, and thereupon such successor, without any further act, deed or conveyance, shall become fully vested with all the estates, properties, rights, powers, trusts, duties, obligations and responsibilities of its predecessor; but such predecessor shall, nevertheless, on the written request of the Authority Representative, or of its successor, execute and deliver an instrument transferring to such successor all the estates, properties, rights, powers and trusts of such predecessor hereunder; and every predecessor Trustee shall deliver all securities and moneys, documents and records held by it as the B-21 Trustee hereunder to its successor. Should any instrument in writing from the Authority be required by any successor Trustee for more fully and certainly vesting in such successor estate, rights, powers and duties hereby vested or intended to be vested in the predecessor, any and all such instruments in writing shall, on request, be executed, acknowledged and delivered by the Authority. The resignation of any Trustee and the instrument or instruments removing any Trustee and appointing a successor hereunder, together with all other instruments provided for in this Article, shall be filed or recorded by the successor Trustee in each recording office where the Indenture shall have been filed or recorded, if any. Supplemental Indentures Supplemental Indentures Not Requiring Consent of Owners. The Authority and the Trustee may, without consent of or notice to any of the Owners, enter into an indenture or indentures supplemental to the Indenture for any one or more of the following purposes so long as such action does not materially adversely affect the rights of the Owners under the Indenture: (a) to cure any ambiguity or formal defect or omission in the Indenture; (b) to grant to or confer upon the Trustee for the benefit of the Owners any additional rights, remedies, powers or authorities that may lawfully be granted to or conferred upon the Owners or the Trustee, or to impose any additional covenants, duties or responsibilities upon the Trustee for the benefit of the Owners or the Authority; (c) to subject to the Indenture additional revenues, properties or collateral; (d) to modify, amend or supplement the Indenture or any indenture supplemental hereto in such manner as to permit the qualification hereof and thereof under the Trust Indenture Act of 1939, as amended, or any similar federal statute hereafter in effect or to permit the qualification of the Bonds for sale under the securities laws of any of the states of the United States of America; (e) to provide for the issuance of Additional Bonds pursuant to and subject to the provisions of Section 2.12 of the Indenture; (f) to evidence the succession of a new Trustee hereunder; (g) To preserve or protect the excludability from gross income for federal income tax purposes of the interest allocable to the Bonds; (h) to permit continued compliance with the Tax Compliance Certificate; or (i) to make any other amendment to the terms and provisions of the Indenture that is not materially adverse to the interests of the Owners of the Bonds. (j) Supplemental Indentures Requiring Consent of Owners. Exclusive of supplemental indentures permitted by the Indenture and subject to the terms and provisions set forth below, and not otherwise, the Owners of a majority in aggregate principal amount of the Outstanding Bonds shall have the right, from time to time, anything set forth in the Indenture to the contrary notwithstanding, to consent to and approve the execution by the Authority and the Trustee of such other indenture or indentures supplemental hereto as shall be deemed necessary and desirable by the Authority for the purpose of modifying, altering, amending, adding to or rescinding, in any particular, any of the terms or provisions set forth in this Indenture or in any supplemental indenture; provided, however, that nothing in the Indenture shall permit, or be construed as permitting, without the consent of the Owners of all Bonds Outstanding who are materially adversely affected thereby, (a) an extension of the maturity of the principal of, or the interest on, any Bond issued hereunder, or (b) a reduction in the principal amount of, or redemption premium on, any Bond or the rate of interest thereon, or (c) a privilege or priority of B-22 any Bond or Bonds over any other Bond or Bonds, or (d) a reduction in the aggregate principal amount of the Bonds required for consent to such supplemental indentures, or (e) the creation of any lien ranking prior to or on a parity with the lien of the Indenture on the Trust Estate or any part thereof, except as hereinbefore expressly permitted, or (f) the deprivation of the Owner of any Outstanding Bond of the lien hereby created on the Trust Estate. If at any time the Authority shall request the Trustee to enter into any such supplemental indenture for any of the purposes described above, the Trustee shall, upon being satisfactorily indemnified with respect to reasonable actual expenses, cause notice of the proposed execution of such supplemental indenture to be given by registered or certified mail to the Owner of each Bond. Such notices shall briefly set forth the nature of the proposed supplemental indenture and shall state that copies thereof are on file at the Principal Corporate Trust Office of the Trustee for inspection by all Owners. If, within 60 days or such longer period as shall be prescribed by the Authority following such notices, the Owners of not less than a majority in aggregate principal amount of the Bonds Outstanding or of all Bonds Outstanding who are materially adversely affected thereby, as the case may be, at the time of the execution of any such supplemental indenture shall have consented to and approved the execution thereof as provided in the Indenture, no Owner of any Bond shall have any right to object to any of the terms and provisions contained therein, or the operation thereof, or in any manner to question the propriety of the execution thereof, or to enjoin or restrain the Trustee or the Authority from executing the same or from taking any action pursuant to the provisions thereof. Upon the execution of any such supplemental indenture as described above, the Indenture shall be and be deemed to be modified and amended in accordance therewith. C-1 APPENDIX C BOOK-ENTRY ONLY SYSTEM DTC will act as securities depository for the Series 2021 Bonds. The Series 2021 Bonds will be issued as fully-registered securities registered in the name of Cede & Co. (DTC’s partnership nominee) or such other name as may be requested by an authorized representative of DTC. One fully- registered certificate will be issued for each maturity of the Series 2021 Bonds, in the aggregate principal amount of such maturity, and will be deposited with DTC. DTC, the world’s largest securities depository, is a limited-purpose trust company organized under the New York Banking Law, a “banking organization” within the meaning of the New York Banking Law, a member of the Federal Reserve System, a “clearing corporation” within the meaning of the New York Uniform Commercial Code, and a “clearing agency” registered pursuant to the provisions of Section 17A of the Securities Exchange Act of 1934. DTC holds and provides asset servicing for over 3.5 million issues of U.S. and non-U.S. equity issues, corporate and municipal debt issues, and money market instruments (from over 100 countries) that DTC’s participants (“Direct Participants”) deposit with DTC. DTC also facilitates the post-trade settlement among Direct Participants of sales and other securities transactions in deposited securities through electronic computerized book- entry transfers and pledges between Direct Participants’ accounts. This eliminates the need for physical movement of securities certificates. Direct Participants include both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, clearing corporations, and certain other organizations. DTC is a wholly-owned subsidiary of The Depository Trust & Clearing Corporation (“DTCC”). DTCC is the holding company for DTC, National Securities Clearing Corporation and Fixed Income Clearing Corporation, all of which are registered clearing agencies. DTCC is owned by the users of its regulated subsidiaries. Access to the DTC system is also available to others such as both U.S. and non-U.S. securities brokers and dealers, banks, trust companies, and clearing corporations that clear through or maintain a custodial relationship with a Direct Participant, either directly or indirectly (“Indirect Participants”). DTC has a Standard & Poor’s rating of AA+. The DTC Rules applicable to its Participants are on file with the Securities and Exchange Commission. More information about DTC can be found at www.dtcc.com. Purchases of Series 2021 Bonds under the DTC system must be made by or through Direct Participants, which will receive a credit for the Series 2021 Bonds on DTC’s records. The ownership interest of each actual purchaser of each Series 2021 Bond (“Beneficial Owner”) is in turn to be recorded on the Direct and Indirect Participants’ records. Beneficial Owners will not receive written confirmation from DTC of their purchase. Beneficial Owners are, however, expected to receive written confirmations providing details of the transaction, as well as periodic statements of their holdings, from the Direct or Indirect Participant through which the Beneficial Owner entered into the transaction. Transfers of ownership interests in the Series 2021 Bonds are to be accomplished by entries made on the books of Direct and Indirect Participants acting on behalf of Beneficial Owners. Beneficial Owners will not receive certificates representing their ownership interests in Series 2021 Bonds, except in the event that use of the book-entry system for the Series 2021 Bonds is discontinued. To facilitate subsequent transfers, all Series 2021 Bonds deposited by Direct Participants with DTC are registered in the name of DTC’s partnership nominee, Cede & Co., or such other name as may be requested by an authorized representative of DTC. The deposit of Series 2021 Bonds with DTC and their registration in the name of Cede & Co. or such other DTC nominee do not effect any change in beneficial ownership. DTC has no knowledge of the actual Beneficial Owners of the Series 2021 Bonds; DTC’s records reflect only the identity of the Direct Participants to whose accounts such Series 2021 Bonds are credited, which may or may not be the Beneficial Owners. The Direct and Indirect Participants will remain responsible for keeping account of their holdings on behalf of their customers. C-2 Conveyance of notices and other communications by DTC to Direct Participants, by Direct Participants to Indirect Participants, and by Direct Participants and Indirect Participants to Beneficial Owners will be governed by arrangements among them, subject to any statutory or regulatory requirements as may be in effect from time to time. Beneficial Owners of Series 2021 Bonds may wish to take certain steps to augment the transmission to them of notices of significant events with respect to the Series 2021 Bonds, such as redemptions, tenders, defaults, and proposed amendments to the Series 2021 Bond documents. For example, Beneficial Owners of Series 2021 Bonds may wish to ascertain that the nominee holding the Series 2021 Bonds for their benefit has agreed to obtain and transmit notices to Beneficial Owners. In the alternative, Beneficial Owners may wish to provide their names and addresses to the Trustee and request that copies of notices be provided directly to them. Redemption notices shall be sent to DTC. If less than all of the Series 2021 Bonds within an issue are being redeemed, DTC’s practice is to determine by lot the amount of the interest of each Direct Participant in such issue to be redeemed. Neither DTC nor Cede & Co. (nor any other DTC nominee) will consent or vote with respect to the Series 2021 Bonds unless authorized by a Direct Participant in accordance with DTC’s MMI Procedures. Under its usual procedures, DTC mails an Omnibus Proxy to the Authority as soon as possible after the record date. The Omnibus Proxy assigns Cede & Co.’s consenting or voting rights to those Direct Participants to whose accounts Series 2021 Bonds are credited on the record date (identified in a listing attached to the Omnibus Proxy). Principal, interest and redemption proceeds on the Series 2021 Bonds will be made to Cede& Co., or such other nominee as may be requested by an authorized representative of DTC. DTC’s practice is to credit Direct Participants’ accounts upon DTC’s receipt of funds and corresponding detail information from the Authority or the Trustee on payable date in accordance with their respective holdings shown on DTC’s records. Payments by Participants to Beneficial Owners will be governed by standing instructions and customary practices, as is the case with securities held for the accounts of customers in bearer form or registered in “street name,” and will be the responsibility of such Participant and not of DTC, the Trustee or the Authority, subject to any statutory or regulatory requirements as may be in effect from time to time. Payment of principal, interest or redemption proceeds to Cede & Co. (or such other nominee as may be requested by an authorized representative of DTC) is the responsibility of the Authority or the Trustee, disbursement of such payments to Direct Participants will be the responsibility of DTC, and disbursement of such payments to the Beneficial Owners will be the responsibility of Direct and Indirect Participants. DTC may discontinue providing its services as depository with respect to the Series 2021 Bonds at any time by giving reasonable notice to the Authority or the Trustee. Under such circumstances, in the event that a successor depository is not obtained, Series 2021 Bond certificates are required to be printed and delivered. The Authority may decide to discontinue use of the system of book-entry-only transfers through DTC (or a successor securities depository). In that event, Series 2021 Bond certificates will be printed and delivered to DTC. The information in this section concerning DTC and DTC’s book-entry system has been obtained from sources that the Authority believes to be reliable, but the Authority takes no responsibility for the accuracy thereof. D-1 APPENDIX D FORM OF CONTINUING DISCLOSURE CERTIFICATE This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, a body corporate and politic of the State of Colorado (the “State”) duly organized and existing as an urban renewal authority under the laws of the State (the “Authority”), in connection with the issuance of its Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $42,105,000 (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”) between the Authority and BOKF, N.A., as Trustee. The Authority covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Authority for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean, initially, the Authority, or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation. “Fiscal Year” shall mean the period beginning on January 1 of a calendar year and ending on December 31 of the same calendar year, or such other 12-month period as may be adopted by the Issuer in accordance with law. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system, which is currently available at http://emma.msrb.org. “Official Statement” means the final Official Statement prepared in connection with the Bonds. “Participating Underwriter” shall mean, collectively, the original underwriters of the Bonds required to comply with the Rule in connection with an offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as in effect on the date of this Disclosure Certificate. D-2 SECTION 3. Provision of Annual Reports. a. The Authority shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of each Authority fiscal year, commencing nine (9) months following the end of the Authority’s fiscal year ending December 31, 2021, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Authority shall provide the Annual Report to the Dissemination Agent (if other than the Authority). The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Authority may be submitted separately from the balance of the Annual Report. The information to be updated may be reported in any format chosen by the Authority; it is not required that the format reflected in the Official Statement be used in future years. b. If the Authority is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Authority shall file or cause to be filed with the MSRB, in a timely manner, a notice in substantially the form attached to this Disclosure Certificate as Exhibit “A.” SECTION 4. Content of Annual Reports. The Authority’s Annual Report shall contain or incorporate by reference the following: a. A copy of its annual financial statements, if any, prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. b. An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Bonds. Any or all of the items listed above may be incorporated by reference from other documents, including official statements, which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Authority shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Listed Events. The Authority shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, notice of any of the events listed below with respect to the Bonds. All of the events currently mandated by the Rule are listed below; however, some may not apply to the Bonds: (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; D-3 (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person;1 (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation2 of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 2 For purposes of the events identified in subparagraphs (b)(5)(i)(C)(15) and (16) of the Rule, the term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been otherwise provided to the MSRB consistent with the Rule. In complying with Listed Events (15) and (16), the Authority intends to apply the guidance provided by the Rule or other applicable federal securities law, SEC Release No. 34-83885 (August 20, 2018) and any future guidance provided by the SEC or its staff. D-4 of a financial obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation2 of the obligated person, any of which reflect financial difficulties. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word-searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Authority’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Bonds; (ii) the date that the Authority shall no longer constitute an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Bonds. SECTION 8. Dissemination Agent. (a) The Authority may, from time to time, appoint or engage a Dissemination Agent to assist the Authority in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Authority elects not to appoint a successor Dissemination Agent, it shall perform the duties thereof under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate and any other agreement between the Authority and the Dissemination Agent. (b) In addition to the filing duties on behalf of the Authority described in this Disclosure Certificate, the Dissemination Agent shall: (1) each year, prior to the date for providing the Annual Report, determine the appropriate electronic format prescribed by the MSRB; (2) send written notice to the Authority at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) certify in writing to the Authority that the Annual Report has been provided pursuant to this Disclosure Certificate and the date it was provided. D-5 (4) If the Annual Report (or any portion thereof) is not provided to the MSRB by the date required in Section (3)(a), the Dissemination Agent shall file with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit A. SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Authority may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Bonds, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Authority will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Authority chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Authority to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Authority to comply with this Disclosure Certificate shall be an action to compel performance. SECTION 12. Beneficiaries. This Disclosure Certificate shall inure solely to the benefit of the Authority, the Dissemination Agent, the Participating Underwriter and the holders and beneficial owners from time to time of the Bonds and shall create no rights in any other person or entity. DATE: November __, 2021 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE Chair D-6 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Name of Bond Issue: Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $42,105,000. Date of Issuance: November 9, 2021. CUSIP NUMBERS: ______________________ NOTICE IS HEREBY GIVEN that the Authority has not provided an Annual Report with respect to the Bonds as required by the Continuing Disclosure Certificate dated November 9, 2021, by the Authority. The Authority anticipates that the Annual Report will be filed by _____________ ___, 20___. Dated: ______________, _____ WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE Executive Director D-7 EXHIBIT “B” INDEX OF OFFICIAL STATEMENT TABLES TO BE UPDATED See page -iv- of this Official Statement (THIS PAGE INTENTIONALLY LEFT BLANK) E-1 APPENDIX E FORM OF OPINION OF BOND COUNSEL [Closing date] Wheat Ridge Urban Renewal Authority 7500 West 29th Avenue Wheat Ridge, Colorado 80033 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 Ladies and Gentlemen: We have acted as bond counsel to the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), in connection with its issuance of the above- captioned bonds (the “Bonds”) pursuant to an authorizing resolution of the Board of Commissioners of the Authority adopted on June 15, 2021 (the “Resolution”), and an Indenture of Trust dated as of November 9, 2021 (the “Indenture”), between the Authority and BOKF, N.A., as trustee (the “Trustee”). In such capacity, we have examined the Authority’s certified proceedings, the Resolution, the Indenture and such other documents and such law of the State of Colorado and of the United States of America as we have deemed necessary to render this opinion letter. Capitalized terms not used otherwise defined herein shall have the meanings ascribed to them in the Indenture. Regarding questions of fact material to our opinions, we have relied upon the Authority’s certified proceedings and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon such examination, it is our opinion as bond counsel that: 1. The Bonds are valid and binding special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys legally available from the Trust Estate, including the funds and accounts pledged therefor under the Indenture. 2. The Indenture has been duly authorized by the Authority, duly executed and delivered by authorized officials of the Authority, and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and binding obligation of the Authority. 3. The Indenture creates a valid lien on the Pledged Revenues pledged therein for the security of the Bonds on a parity with Additional Bonds (if any) to be issued. Except as described in this paragraph, we express no opinion regarding the priority of the lien on the Pledged Revenues or on funds and accounts created by the Indenture. E-2 4. Interest on the Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date hereof (the “Tax Code”), and interest on the Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The opinions expressed in this paragraph assume continuous compliance with the covenants and representations contained in the Authority’s certified proceedings and in certain other documents and certain other certifications furnished to us. 5. Under the laws of the State of Colorado in effect as of the date hereof, the Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State of Colorado. The opinions expressed in this opinion letter are subject to the following: The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. In this opinion letter issued in our capacity as bond counsel, we are opining only upon those matters set forth herein, and we are not passing upon the accuracy, adequacy or completeness of the Official Statement related to the Bonds or any other statements made in connection with any offer or sale of the Bonds or upon any federal or state tax consequences arising from the receipt or accrual of interest on or the ownership or disposition of the Bonds, except those specifically addressed herein. This opinion letter is issued as of the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, BUTLER SNOW LLP F-1 APPENDIX F MARKET STUDY (THIS PAGE INTENTIONALLY LEFT BLANK) I‐70 Kipling Corridors Urban Renewal Area Market Analysis Wheat Ridge, Colorado September 22, 2021 Prepared for: Renewal Wheat Ridge 7500 W. 29th Avenue Wheat Ridge, CO Prepared by: www.arlandllc.com 720.244.7678 t 303.338.3834 t (THIS PAGE INTENTIONALLY LEFT BLANK) Table of Contents I. Executive Summary ............................................................................................................................. 1 II. Introduction ....................................................................................................................................... 12 III. Development Program ...................................................................................................................... 13 IV. Employment and Demographic Conditions ..................................................................................... 14 4.1 Employment .................................................................................................................................. 14 4.2 Metro Denver Demographics ....................................................................................................... 16 V. Single Family Attached Residential .................................................................................................. 18 5.1 Residential Trade Area ................................................................................................................. 18 5.2 Single Family Attached Residential Development ..................................................................... 20 5.3 Metro Denver Residential Real Estate Trends ........................................................................... 20 5.4 Metro Denver Residential Demand Forecast ............................................................................. 23 5.5 Residential Trade Area Housing Market Trends ......................................................................... 24 5.6 Residential Trade Area Townhome Market.................................................................................27 5.7 Single Family Attached Housing Demand Forecasts .................................................................. 29 VI. Multifamily Residential ...................................................................................................................... 32 6.1 Metro Denver Multifamily Market .............................................................................................. 32 6.2 Residential Trade Area Multifamily Market ................................................................................ 32 6.3 Multifamily Demand .................................................................................................................... 36 6.4 Multifamily Capture Rate Calculation ......................................................................................... 38 6.5 Multifamily Residential Valuation Assessment .......................................................................... 39 VII. Retail ................................................................................................................................................. 42 7.1 Metro Denver Retail Market ....................................................................................................... 42 7.2 Retail Trade Area Market ............................................................................................................ 42 7.3 Retail Demand.............................................................................................................................. 47 7.4 Retail Capture Rate Calculation .................................................................................................. 48 7.5 Retail Valuation ............................................................................................................................ 49 VIII. Hotel .................................................................................................................................................. 55 8.1 Hotel, Industrial and Office Trade Area ...................................................................................... 55 8.2 Metro Denver Hotel Market ........................................................................................................ 56 8.3 Hotel Trade Area Market ............................................................................................................. 57 8.4 Hotel Demand .............................................................................................................................. 62 8.5 Hotel Capture Rate Calculation ................................................................................................... 64 8.6 Hotel Valuation ............................................................................................................................ 64 IX. Office ................................................................................................................................................. 67 9.1 Metro Denver Office Market ....................................................................................................... 67 Page 3 9.2 Office Trade Area ......................................................................................................................... 67 9.3 Office Demand .............................................................................................................................. 71 9.4 Office Capture Rate Calculation .................................................................................................. 73 9.5 Office Valuation ........................................................................................................................... 74 X. Industrial ........................................................................................................................................... 78 10.1 Industrial Market Characteristics ................................................................................................ 78 10.2 Industrial Demand ....................................................................................................................... 82 10.3 Industrial Capture Rate Calculation ............................................................................................ 84 10.4 Industrial Valuation ...................................................................................................................... 84 10.5 Rocky Mountain Bottle Company Improvements ..................................................................... 86 Tables Table 1. District Planned and Under Construction Projects ............................................................................ 1 Table 2. Summary Development Project Schedule ...................................................................................... 10 Table 3. Summary Market Valuation at Initial Year ....................................................................................... 11 Table 4. District Planned and Under Construction Projects ......................................................................... 13 Table 5. Denver‐Aurora MSA Employment Trends ....................................................................................... 15 Table 6. Denver‐Aurora MSA Employment Forecasts ................................................................................. 16 Table 7. I‐70 Kipling Single Family Attached ................................................................................................. 20 Table 8. Metro Denver Residential Building Permit Trends ......................................................................... 21 Table 9. Metro Denver Existing Home Sales Trends .................................................................................... 23 Table 10. Metro Denver Housing Demand Forecast .................................................................................... 24 Table 11. City of Wheat Ridge Residential Building Permit Trends .............................................................. 25 Table 12. Jefferson County Existing Home Sales Trends ............................................................................. 26 Table 13. Jefferson County New Home Sales Trends ................................................................................... 27 Table 14. Trade Area Comparable Townhome Projects ............................................................................... 28 Table 15. Trade Area Forecast Single Family Attached Annual Housing Demand ...................................... 30 Table 16. Single‐family Attached Capture Rate Calculation .......................................................................... 31 Table 17. Single family Attached Valuation Analysis ..................................................................................... 31 Table 18. Metro Denver Multifamily Characteristics .................................................................................... 32 Table 19. Multifamily Trade Area Inventory, 2016 to Q2 2021 ...................................................................... 33 Table 20. Multifamily Projects Proposed, Planned and Under Construction ............................................. 37 Table 21. Multifamily Capture Rate Calculation ............................................................................................ 39 Table 22. Multifamily Comparable Projects .................................................................................................. 40 Table 23. Assessor’s Values per Unit ..............................................................................................................41 Table 24. Multifamily Assessed Value Summary ...........................................................................................41 Table 25. Summary Value and Schedule for Outlook at Clear Creek Crossing .............................................41 Table 26. Metro Denver Retail Characteristics ............................................................................................. 42 Table 27. Retail Trade Area Inventory, 2016 to Q2 2021 ............................................................................... 43 Table 28. Retail Projects Proposed, Planned, and Under Construction ...................................................... 47 Table 29. Retail Capture Rate Calculation .................................................................................................... 49 Table 30. Trade Area Comparable Retail Projects ........................................................................................ 50 Table 31. Retail / Restaurant Assessed Value Summary .............................................................................. 52 Table 32. Fitness Retail Assessed Value Summary ....................................................................................... 52 Table 33. Kum & Go (Gas and Convenience) Assessed Value Summary ..................................................... 52 Table 34. QSR and Auto Retail Assessed Value Summary ........................................................................... 53 Table 35. Auto Services Assessed Value Summary ...................................................................................... 53 Page 4 Table 36. Summary Value and Schedule for District Retail .......................................................................... 54 Table 37. Metro Denver Hotel Characteristics ............................................................................................. 57 Table 38. Hotel Trade Area Inventory, 2016 to Q2 2021 ............................................................................... 57 Table 39. Hotel Projects Proposed, Planned, and Under Construction ...................................................... 63 Table 40. Hotel Capture Rate Calculation .................................................................................................... 64 Table 41. Comparable Hotel Projects ............................................................................................................ 65 Table 42. Assessor’s Values per Hotel Room................................................................................................ 66 Table 43. Hotel Assessed Value Summary .................................................................................................... 66 Table 44. Summary Value and Schedule for Hampton Inn at Clear Creek Crossing ................................... 66 Table 45. Metro Denver Office Characteristics ............................................................................................ 67 Table 46. Office Trade Area Inventory, 2016 to Q2 2021 .............................................................................. 68 Table 47. Office Projects Proposed, Planned and Under Construction ...................................................... 72 Table 48. Comparable Medical Office Projects ............................................................................................ 74 Table 49. Assessor’s Values per MOB Square Foot ...................................................................................... 75 Table 50. Office (MOB) Assessed Value Summary ....................................................................................... 76 Table 51. Summary Value and Schedule for SCL Health Medical Office Building ....................................... 77 Table 52. Assessor’s Value per Credit Union Square Foot ........................................................................... 77 Table 53. Summary Value and Schedule for Foothills Credit Union at Clear Creek Crossing ..................... 77 Table 54. Metro Denver Industrial Characteristics ....................................................................................... 78 Table 55. Industrial Trade Area Inventory, 2016 to Q2 2021 ......................................................................... 79 Table 56. Industrial Projects Proposed, Planned, and Under Construction ............................................... 83 Table 57. Industrial Capture Rate Calculation .............................................................................................. 84 Table 58. Trade Area Comparable Industrial Projects ................................................................................. 85 Table 59. Assessor’s Values per Industrial Square Foot .............................................................................. 86 Table 60. Industrial Assessed Value Summary ............................................................................................. 86 Table 61. Summary Values and Schedules for District Industrial ................................................................. 86 Table 62. Summary Values for the Rocky Mountain Bottle Company ........................................................ 88 Figures Figure 1. Planned Projects in I‐70 Kipling Corridors Urban Renewal District ................................................. 1 Figure 2. Planned Projects in I‐70 Kipling Urban Renewal District ............................................................... 13 Figure 3. Clear Creek Crossing ........................................................................................................................14 Figure 4. Metro Denver Demographic Trends and Forecasts ...................................................................... 17 Figure 5. I‐70 Kipling Residential and Retail Trade Area Map (7‐Mile Radius) ............................................ 18 Figure 6. Residential Trade Area Demographic Trends and Forecasts ....................................................... 19 Figure 7. Comparable Townhome Projects .................................................................................................. 29 Figure 8. Trade Area Multifamily................................................................................................................... 33 Figure 9. Multifamily Vacancy Rates, 2016 to Q2 2021 ................................................................................. 34 Figure 10. Multifamily Unit Construction / Deliveries, 2016 to Q2 2021 ....................................................... 34 Figure 11. Multifamily Unit Net Absorption, 2016 to Q2 2021 ....................................................................... 35 Figure 12. Multifamily Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 ........................... 36 Figure 13. Multifamily Effective Rent Per Square Foot, 2016 to Q2 2021 ..................................................... 36 Figure 14. Multifamily Planned, Proposed and Under Construction ........................................................... 38 Figure 15. Multifamily Comparable Projects ................................................................................................. 40 Figure 16. Trade Area Retail .......................................................................................................................... 43 Figure 17. Retail Trade Area Vacancy Rates, 2016 to Q2 2021 ...................................................................... 44 Figure 18. Retail Space Net Deliveries, 2016 to Q2 2021 ............................................................................... 44 Figure 19. Retail Market Absorption, 2016 to Q2 2021 ................................................................................. 45 Figure 20. Retail Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 .................................... 46 Figure 21. Retail Market Rent per Square Foot, 2016 to Q2 2021 ................................................................. 46 Page 5 Figure 22. Retail Projects Planned, Proposed and Under Construction ...................................................... 48 Figure 23. Comparable Retail Projects ........................................................................................................... 51 Figure 24. Hotel, Industrial, and Office Trade Areas .................................................................................... 55 Figure 25. Hotel, Office, and Industrial Trade Area Demographic Trends and Forecasts .......................... 56 Figure 26. Trade Area Hotels ......................................................................................................................... 58 Figure 27. Hotel Average Occupancy Rates, 2016‐to Q2 2021 ...................................................................... 59 Figure 28. Hotel Monthly Occupancy Rates, 2016 to Q2 2021...................................................................... 59 Figure 29. Hotel Room Construction / Deliveries, 2016 to Q2 2021 .............................................................. 60 Figure 30. Average Hotel Demand and Supply (Monthly), 2016‐Q2 2021.................................................... 60 Figure 31. Hotel Average Daily Rates and Revenues per Available Room, 2016 to Q2 2021 ....................... 61 Figure 32. Hotel Average Daily Rates by Month, 2016 to 2019 .................................................................... 62 Figure 33. Hotel Projects Proposed, Planned, and Under Construction ..................................................... 63 Figure 34. Comparable Hotel Projects .......................................................................................................... 65 Figure 35. Trade Area Office .......................................................................................................................... 68 Figure 36. Office Trade Area Vacancy Rates, 2016 to Q2 2021 ..................................................................... 69 Figure 37. Office Space Deliveries, 2016 to Q2 2021 ..................................................................................... 69 Figure 38. Office Space Net Absorption, 2015 to Q2 2021 ............................................................................ 70 Figure 39. Office Deliveries, Net Absorption, and Vacancy Rates, 2015 to Q2 2021 ................................... 70 Figure 40. Office Market Rent per Square Foot, 2016 to Q2 2021 ................................................................ 71 Figure 41. Office Projects Proposed, Planned and Under Construction ..................................................... 73 Figure 42. Comparable Medical Office Projects ........................................................................................... 75 Figure 43. Trade Area Industrial .................................................................................................................... 79 Figure 44. Industrial Trade Area Vacancy Rates, 2016 to Q2 2021 ............................................................... 80 Figure 45. Industrial Space Deliveries, 2016 to Q2 2021` .............................................................................. 80 Figure 46. Industrial Space Net Absorption, 2016 to Q2 2021 ...................................................................... 81 Figure 47. Industrial Deliveries, Net Absorption and Vacancy, 2016 to Q2 2021 ......................................... 81 Figure 48. Industrial Market Rent per Square Foot, 2016 to Q2 2021.......................................................... 82 Figure 49. Industrial Projects Proposed, Planned, and Under Construction .............................................. 83 Figure 50. Industrial Comparable Projects ................................................................................................... 85 Page 1 I. EXECUTIVE SUMMARY Figure 1. Planned Projects in I‐70 Kipling Corridors Urban Renewal District Source: City of Wheat Ridge Table 1. District Planned and Under Construction Projects Map ID Project Units / SF / Rooms Location Status 1 Single Family Attached (Ridge at Ward Road Station and the Hance Ranch Townhomes) 264 52nd and Ward Under Construction 2Rocky Mountain Bottle Co.‐‐5151 Miller St. Construction Complete 3Industrial (Axis 70 West) 142,200 I‐70 and Parfet Under Construction 4Clear Creek Crossing I‐70 and State Highway 58 Multifamily 310 Under Construction Retail / Restaurant 25,000 Planned Office (Foothills Credit Union) 15,170 Under Construction Medical Office Building 130,000 Planned Gas Station 5,700 with 16 pumps Complete Fitness 111,000 Planned Hotel (Hampton Inn) 125 Planned 5 Hinkle Plumbing 9,968 Complete 6 Applewood Village Retail 6,500 Planned 7Christian Brothers Automotive 5,300 Under Construction Source: City of Wheat Ridge Page 2 Planned projects, projects under construction, and recently completed projects in the District are shown in Figure 1 and described in Table 1. PROJECT SCOPE Proposed development addressed in this report includes single family attached, multifamily, retail, hotel, office and industrial projects planned for the I‐70 Kipling Corridor Urban Renewal Area (“District”). These projects have been assessed in light of current and anticipated real estate market characteristics and trends within Metro Denver and defined project trade areas. This report has been completed during the SARS‐CoV‐2 (Coronavirus) outbreak in 2020 and 2021. At the time of this report, the impacts of the Coronavirus outbreak upon national and local real estate markets has not been fully determined. The findings in this report have been based on the most current real estate market information available prior and during the Coronavirus outbreak. Market performance and absorption potential that may occur in the District given impacts from the Coronavirus outbreak may be different, possibly materially, from the findings and conclusions detailed in this report. SUMMARY Demographics & Employment Demographic and employment trends and forecasts presented for Metro Denver have exhibited positive trends in recent years. Forecast Metro Denver population and household growth rates are projected to remain steady though 2025 with 31,900 residents and 22,143 households added annually. Employment trends in the Denver / Aurora, MSA have been positive over the last 5 years with 24,300 jobs added. Employment levels have declined slightly, and unemployment has risen slightly since year‐ end 2019 as a result of the Covid‐19 outbreak. o The Denver / Aurora, MSA employment levels reached their lowest point in April 2020 at 1.36 million jobs and has since increased by approximately 131,000 jobs. o Unemployment in the Denver / Aurora, MSA reached its highest level in April 2020 (12.4%), however, unemployment levels have decreased steadily with unemployment decreasing to its current level of 6.6% as of April 2021. Forecast residential trade area population and household growth rates are projected to remain steady through 2025 with 5,971 residents and 2,426 households added annually. The residential trade area is a 7‐mile radius around the planned townhomes units at 52nd Avenue and Ward Road. Residential Market Trends (Metro Denver) Activity in the Metro Denver and Jefferson County residential real estate market has remained positive during the review period (2016 ‐ April 2021). New construction of residential units in Metro Denver has stabilized over the past five years with building permits averaging 21,057 annually. Existing (resale) single‐family detached and attached home sales trends have remained positive in recent years. Page 3 o From 2016 through 2020, Metro Denver existing (resale) home sale trends (detached) experienced average annual home price appreciation over 5% and decreasing months supply of inventory. o From 2016 through 2020, Jefferson County existing (resale) home sale trends (detached) experienced average annual home price appreciation totaling approximately 5% and decreasing months supply of inventory. Single Family Residential (Attached) Project Assessment (Trade Area) Planned residential development in the District includes 264 single‐family attached townhome units with anticipated development over a five‐year period from 2020 through 2024. The townhome units are located near the Ward Road Station. There are eight active, most comparable, single‐family attached townhome projects in the trade area and immediate vicinity of the project. Comparable townhome projects have registered 295 sales from 2018 through May 2021 with sale prices ranging from $317,832 to $684,900 per unit. The District is well located near major employment opportunities (Denver Central Business District, Union Square, Denver‐West), regional shopping (Colorado Mills, Belmar, Downtown Arvada), and recreation areas (Wheat Ridge Recreation Center, Clear Creek Valley Park). The District is located near major and local transportation routes (I‐70, Highway 58) and has commuter rail access (RTD G ‐ Line). Since the onset of Covid‐19, local and regional residential real estate trends have been positive for new and existing home sales with historically low inventory levels and increasing average sale prices. Limited supply of single‐family (detached and attached) residential homes has driven strong demand for new home sales in the trade area. The Ridge at Ward Station and Hance Ranch projects have experienced significant buyer demand with all available units sold. Average anticipated single‐family attached (townhome) absorption equals an average of 53 units per year from 2020 through 2024, resulting in a low capture rate of 6% to 8% of categorized forecast trade area single‐family attached housing demand. Average single‐family attached (townhome) home prices have an estimated average value of $475,614 per unit. King & Associates, Inc. has reviewed the absorption forecast for the District and believes it reasonable given review and assessment of regional and trade area residential housing market conditions. King & Associates, Inc. further believes the absorption forecast is reasonable in consideration of new home prices anticipated in the District averaging $475,614 per single‐family attached (townhome) unit. Multifamily Market Trends (Metro Denver) The Metro Denver multifamily market has seen positive absorption and net deliveries between 2016 and Q2 2021. Page 4 Metro Denver multifamily lease rates have seen a gradual increase to $1.87 per square foot by Q2 2021. Metro Denver multifamily vacancy rates have consistently ranged from 6.1% to 7.5%. Multifamily Project Assessment (Trade Area) The trade area for multifamily encompasses the same trade area as the single family attached trade area (7‐mile radius). The trade area multifamily market is comprised of 1,458 buildings in 51,823 units. Since 2016, 8,584 units in 83 buildings have been added to the trade area. Trade area vacancy rates have ranged from 5.5% to 7.2% since 2016. Vacancy rates in the second quarter of 2021 (“Q2 2021”) are estimated at 6.1%. There have been deliveries to the multifamily trade area every year since 2016 with positive absorption every year during this time period. Trade area lease rates have also seen a net increase from $1.54 in 2016 to $1.80 per square foot in Q2 2021. Comparable projects include ten projects recently built in the trade area. Average effective rents for these projects are $2.30 per square foot. Approximately 2,880 units are proposed or under construction in the trade area. Trade area multifamily demand (on an average annual basis) is estimated at 1,670 multifamily units annually. The District is planned for approximately 310 multifamily units at the Outlook at Clear Creek Crossing. ArLand land Use Economics has reviewed the proposed project. Its capture rate at 6% is very low and reasonable given the assessment of regional and trade area market conditions. The anticipated valuation from the project at an estimated effective rent of $2.16 per square foot is competitive and reasonable given trade area comparables averaging $2.30 per square foot. The trade area value of multifamily units on a per unit basis ranges from $270,000 to $300,000 per unit with an average of $285,000 per unit valuation. Clear Creek Crossing is still under construction and in lease up. ArLand Land Use Economics believes that rent levels will increase to a level commensurate with comparable projects in the trade area as construction is completed and the community is established. Overall project valuation should reflect and be commensurate with comparable trade area projects. Retail Market Trends (Metro Denver) The Metro Denver retail market has seen a continual increase in inventory between 2016 to Q2 2021. Metro Denver lease rates have seen a gradual increase between 2016 and Q2 2021 from $16.17 to $18.50 per square foot (triple net). Page 5 Net absorption ranged from approximately 1.8 to 2 million square feet annually between 2016 and 2018. In 2019, it dropped to 44,000 square feet. Negative absorption was seen in 2020 as a result of Covid impacts. Q2 2021 saw a return to positive absorption of over 100,000 square feet. Retail Project Assessment (Trade Area) The trade area for retail encompasses the same trade area as the residential trade area (7‐ mile radius). The trade area retail market is comprised of nearly 31 million square feet. Since 2016, approximately 1.15 million square feet has been added to the trade area. Trade area vacancy rates have ranged from 3.8% to 5.6% since 2016. There have been deliveries to the retail trade area every year since 2016. Net absorption was negative in 2019 and 2020. Retail demand is forecast to range from 230,000 to 320,000 square feet on an annual average basis from 2021 to 2025 based on trends seen in 2016 to 2020. Approximately 144,000 square feet of retail is proposed or under construction in the trade area. The District is planned for approximately 160,000 square feet of retail including 136,000 square feet of retail at Clear Creek Crossing. ArLand land Use Economics has reviewed the proposed projects. The capture rate at 11% to 16% is reasonable given the assessment of regional and trade area market conditions. The valuation of retail projects ranges from $70 per square foot to $484 per square foot based on the retail type, specific plans as well as specific tenants. o General highway oriented retail / restaurant: $332 per square foot o Fitness retail: $70 per square foot o Gas station / convenience retail: $484 per square foot o Quick serve and auto services retail: $430 per square foot o Auto services retail alone: $318 per square foot The anticipated valuations from the planned projects is believed to be in line with prevailing market conditions. Hotel Market Trends (Metro Denver) The Metro Denver hotel market was severely impacted by the Coronavirus outbreak. However, Metro Denver saw additional hotel projects delivered annually during 2016 to Q2 2021 Occupancies ranged from 73.1% to 73.7% from 2016 to 2019. They dipped to 56.4% in 2020 and Q2 2021 occupancies are estimated at 45.4%. Average daily rates ranged from $123.93 to $132.79 between 2016 and 2019. In Q2 2021, they are estimated at $84.75. Revenues per available room have also dipped. Hotel Market Assessment (Trade Area) The trade area for hotels encompasses much of the western Denver metropolitan area and is broader than the residential trade area. It generally includes parts of Denver, Westminster, Page 6 Arvada, Wheat Ridge, Lakewood, and Jefferson County. Similar to the residential trade area, the area has seen continual growth since 2010. The average annual growth rate between 2010 and 2025 (forecast) is 1.2% annually (similar to the residential trade area). The trade area hotel market is comprised of 6,504 rooms in 73 hotel buildings. Since 2016, 1,050 hotels in 10 buildings have been added to the trade area. Trade area average occupancy rates ranged from 70% to 72.4% between 2016 and 2019. With the advent of the pandemic, they dipped to 48.4% in 2020 and are estimated at 47.4% in Q2 2021. The hotel trade area has seen new hotels delivered every year with the exception of 2020. Average daily rates and revenues per available room had seen a general annual increase between 2016 and 2019. In 2019, average daily rates were $111.61 and revenues per available room were $82.21. Hotel demand is forecast at 215 hotel rooms on an average annual basis between 2021 and 2025. Approximately 840 hotel rooms are either planned or proposed in the trade area. The District is planned for 125 hotel rooms at a planned Hampton by Hilton at Clear Creek Crossing. ArLand land Use Economics has reviewed the proposed project. The capture rate of the project at 53% of future demand is a little high given the assessment of regional and trade area market conditions. However, the project is reasonable given that it has a competitive advantage relative to other proposed trade area hotel projects. The proposed Hampton Inn location is in close proximity to the relocated 630,000 square foot SCL Health Hospital (delivery expected in 2024). In addition to the future travelling public, the hotel’s future customers are likely to be hospital and medical office visitors and others affiliated with patients at the hospital. The anticipated valuation rate from the Hampton Inn project is likely to be comparable with its upper midscale product category. Comparable upper midscale hotel trade area projects are valued from $90,000 per room to nearly $110,000 per room with an adjusted average value of $105,000 per room. As travel “normalizes” and returns, and as the SCL Health hospital is built and occupied, ArLand Land Use Economics believes that the mid and long term forecasts for the hotel are positive and in line with the past successes of other similar hotels in the trade area. Office Market Trends (Metro Denver) The Metro Denver office market was severely impacted by the Coronavirus pandemic. Metro Denver office inventory increased and deliveries continued during 2016 to Q2 2021 Metro Denver vacancies increased to 13.6% in 2020 and are estimated at 16.1% in 2021. Metro Denver office annual net absorption ranged from 298,711 square feet to 2.7 million square feet between 2016 and 2019. Negative net absorption was seen in 2020 and 2021. Metro Denver average office lease rates, however, continued to see increases ranging from $26.67 in 2016 to $30.42 in Q2 2021 (full service). Page 7 Office Market Assessment (Trade Area) The trade area for office is similar to that of hotels which encompasses much of the western Denver metropolitan area. The trade area office market is comprised of 22.4 million square feet in 1,143 buildings. Since 2016, 346,618 square feet of office space in 10 buildings have been added to the trade area. Trade area vacancy rates have ranged from 8.7% to 10.4% between 2016 and Q2 2021. The vacancy rate in Q2 2021 is estimated at 10.4%. The office trade area has seen deliveries every year with the exception of 2020. Net absorption between 2016 and Q2 2021 was 715,800 square feet with an annual average absorption of 130,150 square feet. Lease rates continued to see a general positive upswing between 2016 and Q2 2021 ranging from $20.86 to $23.95 per square foot (full service). Average annual office trade demand is forecast at 130,000 square feet annually from 2021 through 2025. Approximately 3.8 million square feet of office is proposed or under construction in the trade area. There are a number of build‐to‐suits. A number of the office buildings were announced prior to the pandemic. Given the uncertainty, the dates of estimated deliveries of some of these planned projects are likely to be pushed out. The District is planned for a 15,170 square foot office building for the Foothills Credit Union (build‐to‐suit). Its estimated market value is approximately $456 per square foot. Additionally, a 130,000 square foot Medical Office Building (MOB) is planned for construction and delivery in 2025 and 2026 adjacent to the new SCL hospital. ArLand land Use Economics has reviewed the proposed projects. Given the forecast demand and significant number of planned projects in the trade area, demand is difficult to enumerate at this point in time particularly for the MOB. Vacancy rates at comparable MOBs (including those around St. Anthony’s Hospital in Lakewood) are estimated at 19.1%. Despite the current uncertainty, because this would be the first MOB in the new location adjacent to the relocated SCL Health hospital, it is anticipated that there would be significant demand among medical personnel affiliated with the hospital and associated businesses. Further, planned medical office space is anticipated to be completed during 2025‐2026 when the effects of Covid‐19 have likely subdued. There are also some project uncertainties. Currently, it is unclear whether the old MOBs adjacent to the current SCL Health Hospital location will remain (or will be redeveloped into other uses). It is also unclear whether the medical and non‐medical tenants in the MOBs adjacent to SCL’s current location will ultimately also relocate, although over time, there will likely be a strong interest in relocating, particularly for those tenants that require convenient hospital access. Anticipated rents from the proposed MOB is likely to be comparable with new Class A MOBs and range from $24 to $31 per square foot (full service). The average valuation for comparable MOBs is approximately $275 per square foot (2021). Although ArLand Land Use Economics believes that the MOB will ultimately be successful, we would recommend that the office market potentials be reviewed again prior to proposed Page 8 construction. At that time, the office market would be normalized and better understood. The status of competitive office buildings would also be clearer at that time. Industrial Market Trends (Metro Denver) The Metro Denver industrial market was also impacted by the Coronavirus pandemic, although in a more positive way The Metro Denver Industrial inventory is estimated at about 220 million square feet. The market delivered new industrial space to the market annually during this time period and positive absorption was also seen every year. Annual net deliveries ranged from 3.3 million square feet to 5.1 million square feet while absorption ranged from 2 million square feet to 3.6 million square feet between 2016 and 2020. Metro Denver industrial vacancies ranged from 3.3% to 6.9% between 2016 and Q2 2021. Metro Denver average lease rates continued to see increases ranging from $6.96 to $8.36 per square foot (triple net). Industrial Market Assessment (Trade Area) The trade area for industrial is similar to that of hotels and office which encompasses much of the western Denver metropolitan area. The trade area industrial market is comprised of 223 million square feet of space in 760 buildings. Since 2016, 530,000 square feet of space in 18 buildings have been added to the trade area. Trade area vacancy rates have ranged from a very low 1.1% to 2.3% between 2016 and Q2 2021. The vacancy rate in Q2 2021 is estimated at 2.3%. The industrial trade area has seen deliveries every year with the exception of Q2 2021. Trade area net absorption between 2016 and Q2 2021 was 541,217 square feet with an annual average absorption of 98,403 square feet. In 2018, the trade area saw negative net absorption of 85,220 square feet. Lease rates continued to see a general positive upswing between 2016 and Q2 2021 ranging from $9.52 to $11.76 (triple net). Average annual industrial trade demand is forecast to range from 98,400 square feet to 145,300 square feet annually from 2021 through 2025. The trade area has 262,258 square feet of industrial space either proposed or under construction in the trade area. A 142,200 square foot industrial project, Axis 70 West at I‐70 and Parfet is currently under construction in the District. It is 100% pre‐leased. Although the capture rate for this project ranges from 31% to 62%, ArLand Land Use Economics considers this very reasonable since 6 of the 7 proposed industrial projects in the trade area are 100% preleased indicating significant demand for industrial projects. The trade area comparable valuations for the 142,200 square foot industrial project is approximately $88 per square foot. The 9,968 square foot industrial building for Hinkle Plumbing at 38th and Kipling was built in 2020‐2021. The assessor’s market value for the building is $81 per square foot. Page 9 An additional industrial project in the District, the Rocky Mountain Bottle Company (RMBC), invested $86 million in its plant and equipment from 2018 through 2020 to upgrade and replace equipment to maximize energy efficiency, lower emissions, improve reliability, and safety. The glass container manufacturing company is a joint venture between Owens‐Illinois Inc. and MillerCoors. The building permit valuation for the improvements to the plant and equipment made at the Rocky Mountain Bottle Company in 2018 was $86 million. The improvements were completed in 2020. In 2021, the Jefferson County Assessor’s office valued the entire building and improvements at $48.8 million including the original building and equipment as well as the improvements. Because the parent company has a large number of properties in Jefferson County, the RMBC valuation was part of a larger agreement across a number of the company’s Jefferson County properties for 2019 and 2020 only. However, because the parent company is expected to continue to make improvements throughout its properties, these values are expected to rise in the future. The Rocky Mountain Bottle Company is specifically mentioned because this investment highlights the importance of the District in serving the industrial needs of the Metro Denver region. However because of the previously mentioned agreement, its potential contribution to future TIF revenues has been excluded from the associated financial analysis in order to present the most conservative revenue scenario. However, it is anticipated that past and future investments into the facility will be reflected in future positive contributions to URA tax revenue. Summary Project Development Schedule There are a number of projects recently completed, under construction, and planned in the District. The development schedules for these projects are depicted in Table 2. These projects are reflected in the map in Figure 1. Schedules were developed from planning and building permit information from the City of Wheat Ridge, interviews with property owners / developers, Jefferson County Assessor’s office, and CoStar. Page 10 Table 2. Summary Development Project Schedule Summary Market Valuation at Initial Year Table 3 shows the summary market valuation at the initial year for each of the projects in today’s dollars. Further detail about how each of the estimated market values was derived is found in each of the individual sections of the market study. At total completion, the fair market value of the projects is about $306 million. As noted in the previous table, these projects are being phased in through 2026. Additionally, these projects are for each property’s first year of completion in today’s dollars and have not been adjusted for future assessment increases. 2020 2021 2022 2023 2024 2025 2026 Total Units / SF Residential The Ridge at Ward Station Townhomes 5 57 64 63 12 ‐‐201 Hance Station Townhomes 1 51 11 ‐‐‐ ‐63 Outlook at Clear Creek Crossing Apartments 78 232 ‐‐‐‐ ‐310 Retail Clear Creek Crossing Retail ‐‐‐25,000 ‐‐ ‐25,000 Clear Creek Crossing Fitness Retail ‐‐‐111,000 ‐‐ ‐111,000 Clear Creek Crossing Gas Station / Convenience ‐5,700 ‐‐‐‐‐5,700 Applewood Village Retail ‐‐6,500 ‐‐‐ ‐6,500 Christian Brothers Auto Repair ‐5,300 ‐‐‐‐‐5,300 Hotel Hampton Inn at Clear Creek Crossing ‐‐‐125 ‐‐ ‐125 Office Foothills Credit Union ‐15,170 ‐‐‐‐ ‐15,170 SCL Health Medical Office Building ‐‐‐‐‐‐130,000 130,000 Industrial Axis 70 West ‐142,200 ‐‐‐‐‐142,200 Hinkle Plumbing Building ‐9,968 ‐‐‐ ‐9,968 Rocky Mountain Bottle Company [1]‐‐‐‐‐‐[1] Source: City of Wheat Ridge, CoStar, Project interviews, ArLand, King [1] Equipment improvements excluded from financial analysis Page 11 Table 3. Summary Market Valuation at Initial Year Total Units / SF Est. Market Value per Unit / SF Est. Market Value Residential The Ridge at Ward Station Townhomes 201 $478,000 $96,078,000 Hance Station Townhomes 63 $468,000 $29,484,000 Outlook at Clear Creek Crossing Apts 310 $285,000 $88,350,000 Retail Clear Creek Crossing Retail 25,000 $332 $8,300,000 Clear Creek Crossing Fitness Retail 111,000 $70 $7,770,000 Clear Creek Crossing Gas Station / Convenience Retail 5,700 $484 $2,758,800 Applewood Village Retail 6,500 $430 $2,795,000 Christian Brothers Auto Repair 5,300 $318 $1,685,400 Hotel Hampton Inn at Clear Creek Crossing 125 $105,000 $13,125,000 Office Foothills Credit Union 15,170 $456 $6,917,520 SCL Health Medical Office Building 130,000 $275 $35,750,000 Industrial Axis 70 West 142,200 $88 $12,513,600 Hinkle Plumbing Building 9,968 $81 $805,011 Rocky Mountain Bottle Company [1] [2] [3] TOTAL $306,332,331 Source: City of Wheat Ridge, Jefferson, Adams, Broomfield, Larimer County Assessors Office, ArLand, King [1] Equipment improvements [2] NA [3] Excluded from the financial analysis, so not noted. Estimated market value is $48.8 million Page 12 II. INTRODUCTION ArLand Land Use Economics and King & Associates, Inc. have been retained by the Renewal Wheat Ridge / Wheat Ridge Urban Renewal Authority (“URA”) to assess project feasibility and valuation for residential and commercial development in the I‐70 Kipling Corridors Urban Renewal District (“District”). Anticipated residential and commercial development in the District has been measured against current and projected market conditions in Metro Denver as well as defined trade areas. Demographic trends and forecasts are presented. Supply and demand factors are presented for both residential and commercial development types. Residential market trends are analyzed and include building permits, existing home sales, new home sales and competitive projects. Commercial real estate trends include an analysis of office, industrial, retail and hotel markets. Vacancy, lease rates, and absorption are also presented. The impact of the COVID pandemic is also discussed. The report is organized as follows Executive Summary: summarizes results from each of the sections and industry sectors, the evaluation of the specific projects, and presents overall conclusions. Development Program: discusses the current planned projects in the I‐70 Kipling Corridors area. Employment and Demographic Conditions discusses relevant local and regional population, demographic and employment trends and projections. Sector Analysis: The following industry sectors will then be evaluated in their own individual sections as follows: o Single Family Residential o Multifamily Residential o Retail o Hotel o Office o Industrial Each section will discuss the relevant trade area, the status of the market, comparable projects, demand and valuation of the sector. Each section also provides an evaluation of the specific projects under development or planned in the District. Page 13 III. DEVELOPMENT PROGRAM A number of development projects have either been recently developed, are under construction, or are planned in the District. They are depicted in Figure 2 and described in Table 4. Figure 2. Planned Projects in I‐70 Kipling Urban Renewal District Source: City of Wheat Ridge Table 4. District Planned and Under Construction Projects Map ID Project Units / SF / Rooms Location Status 1 Single Family Attached (Ridge at Ward Road Station and the Hance Ranch Townhomes) 264 52nd and Ward Under Construction 2Rocky Mountain Bottle Co.‐‐5151 Miller St. Construction Complete 3Industrial (Axis 70 West) 142,200 I‐70 and Parfet Under Construction 4Clear Creek Crossing I‐70 and State Highway 58 Multifamily 310 Under Construction Retail / Restaurant 25,000 Planned Office (Foothills Credit Union) 15,170 Under Construction Medical Office Building 130,000 Planned Gas Station 5,700 with 16 pumps Complete Fitness 111,000 Planned Hotel (Hampton Inn) 125 Planned 5 Hinkle Plumbing 9,968 Complete 6 Applewood Village Retail 6,500 Planned 7Christian Brothers Automotive 5,300 Under Construction Source: City of Wheat Ridge Page 14 Clear Creek Crossing (#4), one of the more significant development areas, is a 110‐ acre mixed use development currently under construction at the intersection of I‐70 and Highway 58 in Wheat Ridge. The development includes a 26‐acre SCL medical campus anchored by a relocated and expanded 630,000 square foot SCL Health hospital. The master site plan graphic is depicted in Figure 3. As described in the previous table, there are a number of projects either planned or under construction currently in this area. Figure 3. Clear Creek Crossing Source: Project Website IV. EMPLOYMENT AND DEMOGRAPHIC CONDITIONS 4.1 Employment Employment trends in the Denver ‐ Aurora, MSA (Metropolitan Statistical Area) have been reviewed since 2010, with information including overall employment levels, job growth and unemployment rates. Employment trends and forecasts are indicators of residential housing and commercial demand. Page 15 Employment Trends Denver ‐ Aurora, MSA From 2010 through year‐end 2019, average annual employment levels increased steadily in the Denver ‐ Aurora, MSA, with particularly strong growth in 2014 (Table 5). In 2010, the average annual employment level stood at approximately 1.2 million and employment increased to 1.5 million at the end of 2018. During 2019, employment levels increased to 1.54 million through year end with 35,400 jobs added. During the 2010 through 2019 period, an average of 38,278 jobs have been added each year in the Denver ‐ Aurora, MSA, representing average annual growth of 2.86%. The Denver ‐ Aurora, MSA employment stood at 1.46 million as of year‐end 2020, decreasing by 79,900 when compared with employment of 1.54 million in year‐end 2019. Decreased employment in the Denver ‐ Aurora, MSA during 2020 was a result of the Covid‐19 outbreak. Employment levels in the Denver ‐ Aurora, MSA reached their lowest point in April 2020 (1.36 million jobs), however, job growth has increased by 131,400 or 9.7% since the April 2020 low to 1.49 million jobs as of April 2021. Unemployment Trends Denver ‐ Aurora, MSA The unemployment rates the in Denver ‐ Aurora, MSA have trended downward the past several years (Table 5). In 2010, the unemployment rate was 9.1% The average annual unemployment rate in 2017, 2018, 2019 and 2020 was 2.5%, 2.9%, 2.6%, and 7.5%, respectively. Unemployment in the Denver ‐ Aurora, MSA as of April 2021 was 6.6% and marked a significant increase from the 2.7% unemployment rate in February 2020 and reflects increased unemployment resulting from the Covid‐19 outbreak. Unemployment in the Denver ‐ Aurora, MSA reached its highest level in April 2020 (12.4%), however, unemployment levels have decreased steadily with unemployment decreasing to its current level of 6.6% as of April 2021. Table 5. Denver‐Aurora MSA Employment Trends Variable 2010 2015 2016 2017 2018 2019 2020 2021 Employment 1,193,900 1,397,700 1,434,200 1,464,900 1,503,000 1,538,400 1,458,500 1,489,800 Change from prior period Numeric 203,800 36,500 30,700 38,100 35,400 ‐79,900 31,300 Percent 17.07% 2.61% 2.14% 2.60% 2.36% ‐5.19% 2.15% Unemployment Rate 9.10% 3.60% 3.00% 2.50% 2.90% 2.60% 7.50% 6.60% Source: Colorado Division of Labor and Employment. Notes: Page 16 1. 2021 data through April with employment change from December 2020 to April 2021. 2. Prior period numeric and percent change listed in 2015 table column compares change from 2010 to 2015. Employment Forecasts The Colorado Division of Labor and Employment has completed employment forecasts for statistical areas in the State of Colorado. Employment has been forecast in the Denver ‐ Aurora, MSA from 2019 through 2029. During the 2019 to 2029 period, employment is projected to increase in the Denver ‐ Aurora, MSA from approximately 1.64 million to 1.81 million. During the ten‐year period, employment is forecast to increase by 16,631 jobs per year or by a rate of approximately 0.97% annually in the Denver ‐ Aurora, MSA. The current forecast represents employment growth impacted from the Covid‐19 outbreak. Table 6 presents forecasts for the Denver ‐ Aurora, MSA employment from 2019 to 2029 Table 6. Denver‐Aurora MSA Employment Forecasts Source: Colorado Division of Labor and Employment. Note: The forecast reflects total employment, which is higher than wage and salary employment data presented in the previous table. 4.2 Metro Denver Demographics Population Population in Metro Denver was 2.4 million in 2000 and is estimated at 3.26 million in 2020. From 2010 to 2020, population has increased by an average of 46,434 residents per year, reflecting a 1.55% annual growth rate. From 2020 to 2025, Metro Denver population is forecast to reach 3.42 million, increasing by 31,900 residents per year and reflecting an average annual growth rate of 0.96%. Households The number of Metro Denver households equaled nearly 1 million in 2000 and 1.33 million in 2020. From 2010 to 2020, households increased by 20,854 per year, reflecting a 1.72% average annual growth rate. From 2020 to 2025, households are projected to increase by 22,143 per year with overall households reaching 1.44 million by 2025, reflecting a 1.61% average annual household growth rate. Year / Location 2019 2029 Employment 1,644,839 1,811,147 Annual change Numeric 16,631 Percent 0.97% Page 17 Household Size The average household size in Metro Denver was unchanged at 2.51 from 2000 to 2020. Average household size is projected to increase slightly to 2.52 by 2025. Figure 4 presents Metro Denver demographic trends and forecasts. Figure 4. Metro Denver Demographic Trends and Forecasts Source: State of Colorado Demography Office, King & Associates, Inc. Th o u s a n d s (0 0 0 ' s ) 50,000 45,500 41,000 36,500 32,000 27,500 23,000 18,500 14,000 9,500 5,000 2000 2010 2020 2025 Population 2,421,222 2,797,896 3,262,239 3,421,741 Households 961,736 1,122,210 1,330,748 1,441,461 Household Size 2.51 2.54 2.51 2.52 Page 18 Figure 5. I‐70 Kipling Residential and Retail Trade Area Map (7‐Mile Radius) V. SINGLE FAMILY ATTACHED RESIDENTIAL The District’s development program includes 264 single family attached (townhome) residential units. 5.1 Residential Trade Area A residential trade area has been identified to analyze market supply and demand factors that relate to forecast absorption in the District. The trade area includes a 7‐mile radius of the area around the planned single family attached projects (52nd and Ward) and has been determined as the primary geographic area from which competition for existing and planned comparable single‐family attached and multifamily rental projects in the District exist (Figure 5). Source: ESRI, King & Associates, Inc. Note: 7 ‐ mile trade area boundary depicted Demographic trends and forecasts for the trade area includes population, households, and average household size information. Demographic trends and forecasts, particularly those relating to households, provide a basis for forecasting future housing demand. Page 19 Trade Area Demographics Population Trade area population was 421,335 in 2010 (Figure 6). Trade area population is estimated at 480,542 in 2020. From 2010 to 2020, trade area population has increased by an average of 5,921 residents per year, reflecting a 1.32% annual growth rate. From 2020 to 2025, trade area population is forecast to reach 510,398, increasing by 5,971 residents per year and reflecting an average annual growth rate of 1.21%. Households The number of trade area households equaled 175,055 in 2010. Estimated trade area households in 2020 equaled 198,750. From 2010 to 2020, the number of households in the trade area increased by 2,370 per year, reflecting a 1.28% average annual growth rate. From 2020 to 2025, households in the trade area are projected to increase by 2,426 per year with overall households reaching 210,881 by 2025, reflecting a 1.19% average annual household growth rate. Household Size Average trade area household size increased slightly from 2.36 in 2010 to 2.38 in 2020. Average household size in the trade area is projected to remain steady at 2.38 through 2025. Figure 6 presents trade area demographic trends and forecasts. Figure 6. Residential Trade Area Demographic Trends and Forecasts Source: ESRI, King & Associates, Inc. 550,000 500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 2010 2020 2025 Population 421,335 480,542 510,398 Households 175,055 198,750 210,881 Household Size 2.36 2.38 2.38 Page 20 5.2 Single Family Attached Residential Development The I‐70 Kipling anticipated single‐family attached development is located southeast of the Ward Road and West 52nd Avenue intersection in the City of Wheat Ridge, Jefferson County, Colorado. Figure 2 (#1) depicts the location of the Area. Single Family Attached The District has outlined a development program that includes 264 single‐family attached (townhome) units. New home construction in the District is anticipated over a five‐year period starting in 2020 with project completion in 2024. Average single‐family attached (townhome) absorption equals approximately 53 units per year with an anticipated weighted average value of $475,614. Table 7 details anticipated residential development in the District. Table 7. I‐70 Kipling Single Family Attached Residential Absorption Schedule Product Type Average Value 2020 2021 2022 2023 2024 Total Single‐family Attached (Units) The Ridge at Ward Station $478,000 5 57 64 63 12 201 Hance Station $468,000 1 51 11 ‐ ‐ 63 Total 6 108 75 63 12 264 Source: King & Associates, Inc. 5.3 Metro Denver Residential Real Estate Trends This section of the report discusses residential market supply and demand trends for the Metro Denver market area. Information presented focuses on building permits and new and existing home sales. Additionally, a housing demand forecast is presented. Building Permits Building permit trends provide a leading indicator of housing supply and demand for Metro Denver. Denver Metro Building Permit Trends Residential building activity has varied in Metro Denver since 2016 with total building permits averaging 21,057 per year (2016 ‐ 2020) (Table 8). During 2018, building activity decreased (4%) in the metro area for the first time since 2008 and indicates stabilized demand in the new home market. Building permits increased in 2020 to 19,566 units, representing growth of 1.3% compared to 2019 building permits that totaled 19,308 units. Year‐to‐date (April 2021) building permits have totaled 8,940 permits, representing an increase of 63% from the 5,489 permits issued through April of 2020. Single‐family detached permits averaged 11,060 units per year from 2016 through 2020 and have accounted for 53% of all building activity in Metro Denver since 2016. From 2016 through 2019, single family detached permits increased from 10,247 (2016) to 11,081 (2019). Page 21 Single‐family detached permits increased from 11,081 in 2019 to 11,188 in 2020. Single‐family attached (townhomes and condominiums) permits have averaged 364 per year, decreasing from 486 in 2016 to 419 in 2020 and representing 2% of all home building activity in Metro Denver since 2016. Attached permits have increased to 419 units through 2020 as compared with 190 attached permits through 2019. Year‐to‐date (April 2021) single‐family attached building permits have totaled 160 permits, representing an increase of 233% from the 48 single‐family attached permits issued through April 2020. Metro Denver multi‐family building has varied since 2016 with an average of 9,633 permits issued each year and accounting for 46% of total building permits issued in the metro area. During the 2016 through 2020 period, the number of apartment permits issued has ranged from 7,959 (2020) to 11,391 units (2017). Apartment permits decreased markedly (16%) when comparing 9,563 permits in 2018 with 8,037 in 2019 but have stabilized with apartment permits totaling 7,959 in 2020. Table 8 details building permit trends from 2016 through 2021 (April) in Metro Denver. Table 8. Metro Denver Residential Building Permit Trends Unit Type 2016 2017 2018 2019 2020 YTD 2021 Average Single‐Family Detached 10,247 10,978 11,808 11,081 11,188 4,394 11,060 Single‐Family Attached 486 366 358 190 419 160 364 Apartments 11,214 11,391 9,563 8,037 7,959 4,386 9,633 Total 21,947 22,735 21,729 19,308 19,566 8,940 21,057 Source: United States Census Bureau. Note: 2021 building permit data through April. Existing Home Sales ‐ Metro Denver Existing (re‐sale) Single Family Attached and Detached Home Sales (Table 9) Existing single‐family home sales (attached and detached) provide an indication of residential market supply and demand trends with data provided for Metro Denver. Active listings (inventory) and sales rates (demand) of existing homes indicate potential sales and demand rates for newly constructed homes. Detached In 2019, 53,161 detached homes were sold in Metro Denver, representing an annual increase of 7.0% from the 49,469 sales that were registered in 2018. In 2020, detached sales in Metro Denver totaled 57,424 homes, representing an annual increase of 8% from the 53,161 sales that were registered in 2019. From 2016 through 2020, the average home price in Metro Denver increased (30%) from approximately $434,000 to $565,000. Page 22 The number of active listings (supply) in Metro Denver decreased from a year‐end level of 8,831 homes in 2018 to 6,275 units in 2019. At year‐end 2020, there were 2,353 active listings in Metro Denver, which was a significant decrease from the 6,275 active listings at the end of 2019. The real estate industry uses the term “months supply of inventory” (unsold inventory) to describe the relationship between existing home sales rates and the number (inventory) of active listings in a given geographic market area. This statistic indicates the number of months it would take to sell all homes listed for sale (active listings) at a given point in time based on recent average sales rates. It is generally held that declining unsold inventory (months supply) trends are a positive indicator of housing market strength. Months of supply of inventory in Metro Denver has varied over the past several years from 1.3 at year‐end 2016 to 1.4 at year‐end 2019. Months supply of inventory stood at 0.5 as of year‐end 2020 and was down significantly from the 2.1 months inventory supply at the end of 2018. Through April of the current year (2021), existing detached market trends remained positive despite the Covid‐19 virus, as demonstrated by average prices increasing (22%) to $645,087 per unit (compared with an average sales price of $527,625 through April 2020) and months supply of inventory equaling 0.5 (compared with 1.9 in April 2020). Attached In 2019, 19,092 attached homes were sold in Metro Denver, up 6.2% from the 17,972 sales during 2018. Attached home sales totaled 20,717 units in 2020 with sales activity up 8.5% from the 19,092 sales recorded during 2019. From 2016 through 2020, the average attached home price in Metro Denver increased (34%) from approximately $289,000 to $387,000. The number of active listings (supply) in Metro Denver increased (156%) from a year‐end level of 1,220 homes in 2016 to 3,125 at year end 2018. At year‐end 2020, there were 1,447 active listings in Metro Denver, which was down from 2,442 active listings at the end of 2019. Metro Denver attached home inventory increased sharply from year‐end level of 0.9 in 2016 to 2.1 at the end of 2018, but current supply has dropped to 0.8 at the end of 2020. Inventory levels of existing homes ‐ both attached and detached ‐ in Metro Denver are extremely low and signal a continued very tight supply of homes available for sale. Through April of the current year (2021), existing attached market trends also remained positive with average prices increasing (14%) to $426,657 per unit (compared with an average sales price of $374,291 through April 2020), sales totaling 6,538 units (compared with same period of sales of 5,375 in 2020) and months supply of inventory equaling 0.6 (compared with 2.3 in April 2020). Table 9 highlights re‐sale market trends in Metro Denver. Page 23 Table 9. Metro Denver Existing Home Sales Trends Year 2016 2017 2018 2019 2020 YTD 2021 Detached Average price $434,000 $466,000 $500,000 $515,000 $565,519 $645,087 Existing home sales (YTD) 44,053 49,508 49,469 53,161 57,424 15,121 Average sales per month 3,671 4,126 4,122 4,430 4,785 3,780 Active listings 4,670 6,763 8,831 6,275 2,353 2,423 Months Supply 1.3 1.6 2.1 1.4 0.5 0.5 Attached Average price $289,000 $321,000 $353,000 $367,000 $387,858 $426,657 Existing home sales (YTD) 16,232 18,293 17,972 19,092 20,717 6,538 Average sales per month 1353 1524 1498 1591 1726 1635 Active listings 1,220 2,103 3,125 2,442 1,447 1,101 Months Supply 0.9 1.4 2.1 1.5 0.8 0.6 Source: Colorado Association of Realtors, King & Associates, Inc. Note: 2021 data through April. 5.4 Metro Denver Residential Demand Forecast Housing demand has been forecast for Metro Denver from 2020 through 2025 based on projected household growth (Table 10). The forecast addresses overall housing demands as well as categorized demand for various housing unit types. Previously, demographic trends and forecasts were presented in Metro Denver with forecast growth equaling 22,143 households per year starting from 2020 and extending through 2025. Assuming each new household formed will create equivalent demand for new housing units, demand is projected at approximately 22,500 units annually. However, Metro Denver housing demand has been adjusted to range from 20,000 to 25,000 units annually to compare more closely with recent building permit trends. In addition to forecast overall demand, segmented demand has also been projected for single‐family and multi‐family unit types. The demand allocation is based on previously presented building permit trend averages over the past several years as well as housing characteristics in the region. During the 2020 through 2025 forecast period, overall segmented single‐family and multi‐ family housing demand is presented as follows. Page 24 Table 10. Metro Denver Housing Demand Forecast Year 2020 2025 Estimated / Projected Households 1,330,748 1,441,461 Forecast new households (demand) Total 110,713 Annual 22,143 Annual Demand Range (2020 ‐ 2025) Low Higher Total units demanded 20,000 25,000 Single family detached 11,000 13,750 Single‐family attached 2,000 2,500 Multi‐family 7,000 8,750 Source: King & Associates, Inc. 5.5 Residential Trade Area Housing Market Trends This section discusses residential trade area housing market trends. Information presented includes building permits, existing and new home sales, and comparable new home projects. Building Permits Building permit data specific to the trade area is not available. However, data for the City of Wheat Ridge is presented to provide an indication of residential market trends. (Table 11) From 2016 through 2020, there have been 453 building permits issued in the City of Wheat Ridge, with an average of 126 permits per year. o Single‐family detached homes – 141 total permits, with an average of 28 permits per year. o Single‐family attached homes – 181 total permits, with an average of 36 permits per year. o Apartments – 310 total permits, with an average of 62 permits per year. Building permits have significantly increased from 34 permits issued in 2016 to 453 permits issued in 2020. Year‐to‐date (April 2021) building permits have totaled 51 permits which is down from the 344 permits issued through the same period during 2020. Year‐to‐date April 2021 includes 0 apartment permits as compared to 310 apartment permits through April 2020. Since 2016, segmented building permits are presented as follows: o Single‐family detached homes – 22% share from 2016 through 2020. o Single‐family attached homes – 29% share from 2016 through 2020. o Apartments – 49% share of permits issued from 2016 through 2020. Table 11 details building permit trends from 2016 through 2020 in the City of Wheat Ridge. Page 25 Table 11. City of Wheat Ridge Residential Building Permit Trends Year 2016 2017 2018 2019 2020 YTD 2021 Average Single‐Family Detached 34 20 27 27 33 36 30 Single‐Family Attached 0 0 49 22 110 15 33 Apartments 0 0 0 0 310 0 52 Total 34 20 76 49 453 51 126 Source: Home Builders Association of Metro Denver. Existing Home Sales ‐ Jefferson County Due to the limited amount of new home construction in the area immediately surrounding the planned townhome development, re‐sales of existing homes will provide the majority of competition for new homes planned in the District. The area surrounding the project site is characterized by older homes in established neighborhoods. Single‐family Detached Homes Existing home sales data for Jefferson County is presented to assess trends in the re‐sale home market in western Metro Denver area that includes the District (Table 12). Since 2016, the existing home market in Jefferson County has been very strong, as highlighted with steady sales rates, increasing average sales prices and low inventory. In 2020, 8,189 detached homes were sold in Jefferson County, with sales volume increasing slightly from the 7,542 existing homes sold in 2019. Through April 2021, detached home sales in Jefferson County totaled 2,108 homes and was up from the 1,910 existing home sales recorded during the same period in 2020. From 2016 through April 2021, the average detached home price in Jefferson County has increased (52%) from approximately $447,000 to $679,560. The number of active listings (supply) in Jefferson County decreased from a year‐end level of 578 homes in 2019 to 218 units in 2020. As of April 2021, there were 304 active listings in Jefferson County, which is significantly lower than the 947 active listings in April 2020. Months supply of inventory in Jefferson County has been very low over the past several years, dropping from 1.0 in 2016 to 0.3 at the end of 2020. The current amount of detached home inventory has remained steady at 0.4 months supply as of April 2021 and has decreased significantly from the 1.5 months inventory supply in the County that was registered in April 2020. Single‐family Attached Homes In 2020, 2,996 attached homes were sold in Jefferson County, up 7.6% from the 2,785 sales during 2019. From 2016 through 2020, the average attached home price in Jefferson County increased (38%) from approximately $253,988 to $350,075. The number of active listings (supply) in Jefferson County has decreased (55%) from a year‐ end level of 229 homes in 2019 to 104 at year‐end 2020. Page 26 Jefferson County attached home inventory decreased from 1.0 months of supply as of year‐ end 2019 to 0.4 months of supply at year‐end 2020. Inventory levels for existing homes ‐ both attached and detached ‐ in Jefferson County are extremely low and signal a continued tight supply of homes available for sale. Low inventory levels of existing homes will likely drive demand for new construction homes. Through April of the current year (2021), existing attached market trends also remained positive with average prices increasing to $350,075 per unit (compared with an average sales price of $324,170 through April 2020), sales totaling 843 units (compared with the same period sales of 810 in 2020) and months supply of inventory equaling 0.4 (compared with 1.3 in April of 2020). Table 12 provides existing single‐family detached and attached sales trend data for Jefferson County. Table 12. Jefferson County Existing Home Sales Trends Source: Colorado Association of Realtors, King & Associates, Inc. Note: 2021 data through April. New Home Sales New home sales trends in Jefferson County are presented from 2018 through Q1 2021 (Table 13). Since 2018, there have been 2,724 single‐family new home (attached and detached) sales recorded in Jefferson County with average sales of 838 units per year. Since 2018, single‐family detached home sales have accounted for 62% of overall new home sales in Jefferson County. New home sales have trended downward from 1,254 sales in 2018 to 571 sales in 2020. As of Q1 2021, 28 new home sales have been recorded in Jefferson County. The price of new homes has increased steadily from an approximate average of $567,000 in 2018 to $686,000 per unit as of Q1 2021, representing an average increase of 6.0% per year. Single‐family new home prices averaged $686,117 per unit as of Q1 2021, representing an increase of 8% from the 2020 average single‐family new home price of $634,280. Year 2016 2017 2018 2019 2020 YTD 2021 Average price $447,000 $481,000 $518,000 $538,000 $589,000 $679,560 Existing home sales (YTD) 7,985 7,959 7,387 7,542 8,198 2,108 Average sales per month 665 663 616 629 683 527 Active listings 688 799 696 578 218 304 Months Supply 1.0 1.2 1.1 0.9 0.3 0.4 Average price $253,988 $274,225 $306,796 $321,447 $333,724 $350,075 Existing home sales (YTD) 2,670 2,732 2,629 2,785 2,996 843 Average sales per month 223 228 219 232 250 211 Active listings 93 183 207 229 104 89 Months Supply 0.4 0.8 0.9 1.0 0.4 0.4 Detached Attached Page 27 Single‐family attached new home sales have averaged 318 units per year from 2018 through Q1 2021, accounting for 38% of overall new home sales in Jefferson County. Single‐family attached new home prices have averaged $588,448 per unit as of Q1 2021, representing an average annual increase of 4.2% from the 2018 average single‐family attached new home price of $514,289. Table 13 presents single‐family attached and detached new home sales trends in Jefferson County. Table 13. Jefferson County New Home Sales Trends Year 2018 2019 2020 Q1 2021 Total All Units Sales 1,254 871 571 28 2,724 Average Price $567,356 $610,026 $634,280 $686,117 Single‐Family Detached Sales 817 526 333 13 1,689 Average Price $697,390 $823,488 $892,225 $953,905 Single‐Family Attached Sales 437 345 238 15 1,035 Average Price $514,289 $589,203 $586,653 $588,448 Source: MetroStudy, King & Associates, Inc. 5.6 Residential Trade Area Townhome Market Trade Area Townhome Market Characteristics The trade area is experiencing significant redevelopment as first‐time home buyers seek increased affordability compared to other single‐family (detached and attached) homes in the Lower Highlands and other more expensive West Denver neighborhoods. In‐fill residential projects in the trade area favor higher density product types such as condos, townhomes and apartment units. Limited supply of single‐family (detached and attached) residential homes has driven strong demand for new home sales in the trade area. The Ridge at Ward Station and Hance Ranch projects have experienced significant buyer demand with all available units sold. The majority of attached housing development and sales in recent years within the trade area has focused on townhome units. Trade area townhome development is characterized by a substantial number of smaller, in‐fill projects with 10 or fewer total units. Comparable Townhome Projects Recent development has been researched in the trade area, and there are 32 active and recently completed townhome projects in the area (Table 14 and Figure 7). From 2018 through Q1 2021, the average sales price of all comparable townhomes equaled $523,508 per unit, with prices ranging from approximately $317,832 to $902,481 per unit. Page 28 8 of the 32 townhome projects in the trade area have been identified as most comparable with planned development in the Ward Road Station Area. The 8 most comparable townhome projects total 664 planned units with sales prices ranging from $317,832 to $684,900 per unit. Comparable projects have extremely limited availability with the majority of comparable townhome projects reporting no supply of finished units and a sales backlog. The following table and map present trade area comparable townhome projects. Table 14. Trade Area Comparable Townhome Projects Map Sales Price Key Project Address Low High Planned Units Sold Units 1 Edgewater Crossing 5227 W. 25th Ave, Edgewater $475,000 $640,000 58 24 2 WestRidge 4249 Yarrow St, Wheat Ridge $452,900 $618,900 89 80 3 Station 53 5380 Quail Street, Wheat Ridge $561,230 $561,230 56 34 4 SaBell 12191 W. 57th Dr, Arvada $483,990 $531,990 145 n/a 5 Berkley Shores 6300 Lowell Blvd, Denver $469,375 $514,525 89 6 6 Allison Park 8059 W. 52nd Drive, Arvada $559,000 $655,900 35 8 7 Vaquita Townhomes 3360 W. 38th, Denver $484,900 $684,900 17 13 8 West Line Village 5645 W. 10th Ave, Lakewood $317,832 $475,607 175 130 Average / Total $475,528 $585,382 664 295 Source: MetroStudy, Metro List, King & Associates, Inc. Note: Table reflects sales from 2018 through May 2021. Page 29 Figure 7. Comparable Townhome Projects Source: MetroStudy, Metro List, King & Associates, Inc. 5.7 Single Family Attached Housing Demand Forecasts Trade Area Housing Demand Forecasts Trade area housing demand has been forecast from 2020 through 2025 based on a projected household growth in the trade area. As with housing demand forecast for Metro Denver, overall and segmented trade area housing demand is presented. Trade area demographic trends and forecasts were previously presented with the number of households projected to increase by 2,426 per year from 2020 through 2025. Assuming each new household formation will create equivalent demand for new housing units, adjusted demand is projected to range from 2,250 to 2,750 units annually in the trade area, with average demand of 2,500 units per year. In addition to overall forecast housing demand, segmented demand has also been projected for single‐family attached unit types based on previously presented building permit trend averages over the past several years as well as characteristics of the housing stock in the trade area. Segmented single‐family attached average housing demand in the trade area is estimated between 675 and 825 units annually. Page 30 Trade area single‐family attached housing demand is presented in the following table from 2020 through 2025. Table 15. Trade Area Forecast Single Family Attached Annual Housing Demand Year 2020 2025 Estimated / Projected Households 198,750 210,881 Forecast new households (demand) Total 12,131 Annual 2,426 Annual Demand Range (2020 ‐ 2025) Low Higher Total units demanded 2,250 2,750 Single family attached 675 825 Source: King & Associates, Inc. Capture Rate and Valuation Assessment This section of the report addresses the timing and intensity of residential development (absorption) anticipated in the District. Capture rates in the project have been calculated and are presented in relation to categorized demand forecasts for the trade area. Residential Capture Rate Calculation and Assessment Residential Demand Summary Anticipated residential development in the District has been compared with trade area housing demand. The relationship between anticipated development and forecast demand results in a capture rate, which is the share of development anticipated in the District compared to forecast demand in the trade area. Trade area residential demand is forecast to range from 2,250 to 2,750 units annually, with projected single‐family attached demand ranging from 675 to 825 units per year. Single‐family Attached Capture Rate Calculation Planned single‐family attached development in the District totals 264 townhome units with absorption anticipated over a five‐year period from 2020 through 2024. The resulting capture rate for single‐family attached units in the District ranges from 6% to 8% of forecast trade area single‐family attached demand during the 2020 through 2024 absorption period. At 6% to 8%, the capture rate for single‐family attached units planned in the District is assessed as low and reasonable. The following table presents the capture rate calculation for planned single‐family attached development in the District based on projected trade area demand. Page 31 Table 16. Single‐family Attached Capture Rate Calculation Residential Capture Rate Calculation Single‐family attached housing capture rate: Planned Single‐family attached development in the District 264 Projected annual absorption in the District (2020 ‐ 2024) 53 Low High Forecast trade area annual attached housing demand 675 825 District residential capture rate 6% 8% Source: King & Associates, Inc. Residential Valuation Assessment Single‐family Attached Valuation Anticipated single‐family attached development in the District has an estimated average value of $475,614 per unit. Anticipated single‐family attached development in the District will include 264 townhome units. Valuation of comparable trade area single‐family attached (non‐condominium) units have been researched to compare the projected valuation of single‐family attached development in the District with existing comparable single‐family attached units. Estimated single‐family attached new home prices in the Ward Road Station Area ($475,614) are comparable with single‐family attached homes prices in Jefferson County, which averaged $523,508 per unit through Q1 2021 and range from approximately $318,000 to $902,000 per unit. Estimated single‐family attached home pricing in the District is reasonable given comparability with single‐family attached new home prices in the trade area. Table 17. Single family Attached Valuation Analysis Single‐family Attached Valuation Analysis Value Range of Comparable Single‐family Attached New Home Sales Low: $317,832 High: $902,481 Average $530,455 Projected I‐70 Kipling Attached Valuation: $475,614 Source: MetroStudy, King & Associates, Inc. Page 32 VI. MULTIFAMILY RESIDENTIAL Figure 2 (#4) shows the 310 rental units at Clear Creek Crossing currently under construction in the District. The rental apartments are distributed among 15 buildings. The units are anticipated to be completed in the fall of 2021. They are also partially occupied as the project is being completed. 6.1 Metro Denver Multifamily Market The previous section discussed some of the relevant Denver metro multifamily trends and characteristics. The Denver metro multifamily market has been relatively robust since 2016 (Table 18). The metro area has consistently seen positive absorption and net deliveries between 2016 and Q2 2021. Vacancy rates have ranged from 6.1% to about 7.5%. Lease rates on a per square foot basis have seen an increase from $1.57 per square foot to $1.87 per square foot in 2021. In 2020, lease rates moderated a bit, although the 10% increase in rates in 2021 (over 2020) has made up for 2020. Table 18. Metro Denver Multifamily Characteristics 6.2 Residential Trade Area Multifamily Market Trade Area Multifamily Inventory The multifamily trade area is the same as the single family attached trade area shown in Figure 5. The multifamily market is very robust with strong supply and demand over the past 6 years. The trade area has 51,823 units in 1,458 buildings. Between 2016 and Q2 2021, 8,584 units in 83 multifamily buildings were added to the trade area inventory, a nearly 20% increase in inventory. The multifamily inventory in the trade area tends to be clustered along major corridors as well as close to Denver’s downtown (Figure 8). 2016 2017 2018 2019 2020 Q2 2021 Inventory (units) 271,293 282,279 293,943 305,540 316,634 318,816 Vacancy Rate 7.0% 7.4% 7.1% 7.4% 7.5% 6.1% Lease Rate $1.57 $1.61 $1.67 $1.71 $1.70 $1.87 % change 2.5% 3.7% 2.4%‐0.6% 10.0% Net Absorption 3,536 9,228 11,728 9,816 9,965 6,488 Net Deliveries 6,936 10,986 11,664 11,597 11,094 2,182 Source: CoStar, ArLand, King Page 33 Table 19. Multifamily Trade Area Inventory, 2016 to Q2 2021 Figure 8. Trade Area Multifamily Source: CoStar, ArLand Year Number of Multifamily Buildings Number of Units 2016 1,375 43,239 2017 1,391 45,326 2018 1,408 46,637 2019 1,433 48,639 2020 1,451 50,841 Q2 2021 1,458 51,823 Change 2015‐Q2 2021 83 8,584 Source: CoStar, ArLand Page 34 Multifamily Market Vacancy Rates Since 2016, the vacancy rate at multifamily developments fell from a high of 7.2% in 2017 to a low of 5.5% in 2018 before climbing back to 7.0% in 2020 (Figure 9). The rate declined to 6.1% in the first quarter of 2021. Figure 9. Multifamily Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Multifamily Construction/Deliveries Nearly 9,350 units came online from 2016 through the first quarter of 2021 (Figure 10). On average, 1,673 units per year were delivered to the trade area from 2016 through 2020. The number of units delivered in the first quarter of 2021 was higher than that in all of 2016, and on pace to exceed the 2020 high of 2,202 units. Figure 10. Multifamily Unit Construction / Deliveries, 2016 to Q2 2021 Source: CoStar, ArLand 6.2% 5.8% 7.2% 5.5% 6.6% 7.0% 6.1% 0% 1% 2% 3% 4% 5% 6% 7% 8% 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Year 2,168 762 2,087 1,311 2,002 2,202 982 0 500 1,000 1,500 2,000 2,500 2015 2016 2017 2018 2019 2020 Q2 2021 Nu m b e r of Un i t s Year Page 35 Multifamily Absorption A total of 8,843 units were absorbed from 2016 through the second quarter of 2021 (Figure 11). Absorption has been consistently positive annually since 2016. Through the second quarter of 2021, more than 1,400 multifamily units have already been absorbed. The average annual absorption between 2016 and the second quarter of 2021 has been 1,607 units. Figure 11. Multifamily Unit Net Absorption, 2016 to Q2 2021 Source: CoStar, ArLand Multifamily Deliveries, Absorption, Vacancy Rates (combined) Since 2016, the multifamily market has shown consistent positive deliveries, absorption, and vacancy rates (Figure 12). Absorption has mirrored construction / delivery activity with positive absorption occurring in the market after delivery of a new multifamily project. During this time of activity in the market, vacancy rates have remained at a consistent 5% to 7%. 1,315 854 1,329 2,032 1,394 1,830 1,404 0 500 1,000 1,500 2,000 2,500 2015 2016 2017 2018 2019 2020 Q2 2021 Nu m b e r of Un i t s Year Page 36 Figure 12. Multifamily Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Multifamily Market Lease Rates Effective rents for multifamily units in the trade area steadily climbed from $1.50 per square foot in 2015 to $1.70 per square foot in 2019, an annual average growth rate of 3.2% (Figure 13). Rents declined slightly in 2020, but rebounded to $1.80 per square foot in the first quarter of 2021, a rate that tops the 20 year high of $1.70/SF set in 2019. Figure 13. Multifamily Effective Rent Per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 6.3 Multifamily Demand Trade area demand for multifamily for 2021 through 2025 is forecast based on absorption and construction / deliveries in the trade area. 5.5% 6.0% 6.5% 7.0% 7.5% 0 500 1,000 1,500 2,000 2,500 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Nu m b e r of Un i t s Year Net Deliveries Absorption Vacancy $1.50 $1.54 $1.58 $1.64 $1.70 $1.67 $1.80 $1.40 $1.50 $1.60 $1.70 $1.80 $1.90 2015 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u a r e Fo o t Year Page 37 Absorption and Construction / Deliveries Trends method The calculation of trade area demand is based on absorption and construction / deliveries of multifamily projects in the trade area. The average annual absorption has been 1,670 units annually between 2016 and Q2 2021. On average, 1,673 units per year were delivered to market from 2015 through 2020. Average annual multifamily trade area demand is forecast at an estimated 1,670 units to 1,673 units annually from 2021 through 2026. Projects Planned / Under Construction Table 20 shows the multifamily projects planned, proposed and under construction in the trade area. The projects tend to be clustered in the eastern edges of the trade area. Table 20. Multifamily Projects Proposed, Planned and Under Construction Map ID Property Name Property Address Number of Units Building Status Delivery Est. 1 Traverse Apartments 5495 W 10th Ave 281 Under Construction 2022 2 ‐‐2608‐2638 W 13th Ave 166 Proposed 2023 3Brickhouse at Lamar Station 6300 W 13th Ave 293 Under Construction 2021 4 ‐‐550 E 19th Ave 277 Under Construction 2022 5 Westminster Station Apartments 6945 Federal Blvd 145 Proposed 2022 6Cirrus 1590 Grove St 292 Under Construction 2021 7Scenic at Sloan's Lake 1605 Sheridan Blvd 200 Under Construction 2024 8 ‐‐1225 Wadsworth Blvd 351 Under Construction 2022 9Edison at Wheat Ridge Apartments 3501 Wadsworth Blvd 240 Under Construction 2021 10 Westminster Row 8980 Westminster Blvd 274 Under Construction 2021 11 The Bell and Palmer 3130 Zuni St 111 Under Construction 2022 12 Former Hensley Building 2031 Bryant St 130 Proposed 2022 13 ‐‐5256 N Federal Blvd 120 Proposed 2022 Total 2,880 Source: CoStar, ArLand Page 38 Figure 14. Multifamily Planned, Proposed and Under Construction Source: CoStar, ArLand 6.4 Multifamily Capture Rate Calculation Based on projected trade area demand between 2021 and 2026 of 1,670 multifamily units annually, the estimated five year demand for multifamily is estimated at 8,350 units (Table 21). Approximately 560 units remain to be leased up in recently built multifamily projects. Approximately 2,880 units are planned, proposed, or are under construction in the trade area. Remaining demand is estimated at 4,909 multifamily units. The District’s project, Outlook at Clear Creek Crossing, at 310 units is an estimated 6% of 2021‐ 2026 multifamily demand; a ratio of which is considered low and reasonable. Page 39 Table 21. Multifamily Capture Rate Calculation 6.5 Multifamily Residential Valuation Assessment Average effective rents per square foot of comparable trade area multifamily projects are shown in Table 22. They are an estimated $2.30 per square foot. The District’s project, Outlook at Clear Creek Crossing, (while still in lease up) has an effective rent of $2.16 per square foot. ArLand Land Use Economics believes that estimated multifamily pricing in the District is reasonable and competitive given comparability with trade area multifamily rents per square foot. The more competitive rate is likely due to a number of factors including incentives and concessions. The project is located in Clear Creek Crossing which is a relatively new redevelopment area in Wheat Ridge and the trade area. Valuation of recently built comparable trade area multifamily units in close proximity and in Jefferson County to the proposed multifamily project in the District have been researched to assess the value of multifamily space currently under construction in the District. Comparable Multifamily Projects The trade area has seen a number of recently built projects as well as projects under construction. Several projects, including Outlook at Clear Creek Crossing in the District, are still under construction, but are in the process of lease up (Table 22). The average vacancy rate of 25.9% is relatively high due to the large number of competitive projects currently still leasing up. Average effective rents per square foot are $2.30 per square foot. The Outlook property is currently effectively renting at $2.16 per square foot. About 561 units are currently vacant in these competitive properties and have been incorporated into the demand analysis. Multifamily housing capture rate: Forecast trade area annual multifamily housing demand 1,670 2021‐2025 estimated trade area total multifamily housing demand 8,350 Remaining multifamily units to be absorbed 561 Planned, proposed and under construction multifamily projects 2,880 Forecast trade area multifamily demand 2021‐2025 4,909 District residential capture rate 6% Source: ArLand Residential Capture Rate Calculation Page 40 Table 22. Multifamily Comparable Projects Figure 15. Multifamily Comparable Projects Source: Costar, ArLand There are a number of potential comparable projects as depicted. However, in order to calculate the most relevant values, a number of the projects were not included. Projects in the City of Denver were not included (2,8) since the Denver comparables are in dense, mixed Map ID Property Name Property Address Number Of Units Avg Effective/SF Avg Unit SF Year Built Vacancy Rate Remaining Units 1Outlook at Clear Creek Crossing 4040 Clear Creek Dr 310 $2.16 798 2021 37.4% 116 2Alexan Julian 3400 W 38th Ave 202 $2.62 836 2020 34.2% 69 3West 38 7333 W 38th Ave 162 $2.07 918 2020 5.4% 9 4Gateway at Arvada Ridge Apts 5458 Lee St 296 $2.22 857 2019 12.8% 38 5Alta Green Mountain 13055 W Mississippi Ct 260 $2.33 963 2020 5.6% 15 6Epoque Golden 1175 Newstar Way 120 $2.88 995 2019 51.1% 61 7Oak Street Station 1420 Oak St 291 $2.08 757 2019 2.8% 8 8Raleigh at Sloan's Lake 1650 N Raleigh St 249 $2.29 993 2020 18.4% 46 9Timberline Farms 5705 Simms St 314 $2.21 916 2018 5.8% 18 10 MAA Westglenn 9030 Wadsworth Blvd 306 $2.04 845 2021 97.1% 297 Average / Totals (Excluding Outlook at Clear Creek) 2,200 $2.30 8,080 25.9% 561 Source: CoStar, ArLand Page 41 use urban neighborhoods. Mixed use projects (3,7) were also not included since the subject property is a single use multifamily property. Jefferson County projects were prioritized. Table 23. Assessor’s Values per Unit Table 23 shows the most relevant comparable properties. These projects are all in Jefferson County and built in the last two years. The valuation of units on a per unit basis ranges from $270,000 to $300,000 per unit with an average value of $285,000 per unit (Table 24). Clear Creek Crossing is still under construction and in lease up. ArLand Land Use Economics believes that its pricing will increase to a level commensurate with comparable projects in the trade area as construction is completed and the community is established. Table 24. Multifamily Assessed Value Summary Table 25 summarizes the estimated value and schedule for the Outlook at Clear Creek Crossing apartment project. Table 25. Summary Value and Schedule for Outlook at Clear Creek Crossing Property Name County Built Market Value / Unit Gateway at Arvada Ridge Apts Jefferson 2019 $297,000 Alta Green Mountain Jefferson 2020 $297,000 Epoque Golden Jefferson 2019 $269,775 Source: Jefferson County Assessors Office, ArLand Multifamily Assessed Value Summary Per Unit Low $270,000 High $300,000 Average $285,000 Source: Jefferson County Assessors Office, ArLand Multifamily Absorption Schedule Estimated Value Per Unit 2020 2021 Total Outlook at Clear Creek Crossing Apartment $285,000 78 232 310 Source: Jefferson County Assessor's Offie, ArLand Page 42 VII. RETAIL The District is planning for a variety of retail projects (see Figure 2). They include: 25,000 of retail / restaurant uses at Clear Creek Crossing 111,000 square feet of fitness retail at Clear Creek Crossing 3,500 gas station / convenience at Clear Creek Crossing 6,500 square feet of QSR retail at Applewood Village 5,300 square feet of auto‐related retail at 38th and Kipling This section will discuss retail market trends and characteristics, followed by a summary of potential retail demand. 7.1 Metro Denver Retail Market The Denver metro retail market has seen continual growth since 2016, even during the pandemic (Table 26). Absorption saw a big decrease in 2020. While 2021 has seen a return to positive net absorption, it’s still slow. Lease rates on a triple net basis have seen an increase from $16.17 per square foot to $18.50 per square foot in 2021. Vacancy rates between 2016 and Q2 2021 have ranged from 3.7% to 5.1%. Table 26. Metro Denver Retail Characteristics 7.2 Retail Trade Area Market Trade Area Retail Characteristics The trade area for retail encompasses the same trade area as residential, an approximate 7‐ mile radius from the subject area. Retail space in the trade area is highly concentrated at Colorado Mills, Belmar, along West Colfax Avenue, around the Interstate 70 and Kipling Street interchange and north of I‐70 along Wadsworth Boulevard (Figure 16). These are all major corridors or large development nodes. 2016 2017 2018 2019 2020 Q2 2021 Inventory (SF) (000s)155,456 156,670 157,955 158,586 159,427 159,513 Vacancy Rate 4.7% 4.2% 3.7% 4.1% 5.1% 5.1% Lease Rate $16.17 $17.60 $18.24 $17.98 $18.33 $18.50 % change 8.8% 3.6%‐1.4% 1.9% 0.9% Net Absorption 1,825,609 1,785,464 2,041,304 43,964 ‐797,500 7,984 Net Deliveries 1,660,439 1,690,237 1,799,279 1,082,812 798,307 104,433 Source: CoStar, ArLand, King Page 43 The trade area retail market is comprised of nearly 31 million square feet of retail. Since 2016, approximately 1.15 million square feet of retail in 87 buildings has been added to the trade area. (Table 27) Table 27. Retail Trade Area Inventory, 2016 to Q2 2021 Figure 16. Trade Area Retail Source: CoStar, ArLand Year Number of Retail Buildings Retail Square Feet 2016 2,341 29,647,097 2017 2,364 30,006,864 2018 2,396 30,496,692 2019 2,418 30,717,660 2020 2,424 30,763,156 Q2 2021 2,428 30,797,600 Change 2016 ‐ Q2 2021 87 1,150,503 Source: CoStar, ArLand Page 44 Retail Trade Area Vacancy Rates Retail vacancy rates have hovered between 3.8% to 5.6% between 2016 and the second quarter of 2021 (Figure 17). Figure 17. Retail Trade Area Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Retail Market Construction / Deliveries Additional retail space came online every year from 2016 through the second quarter of 2021 (Figure 18). In sum, approximately 1.6 million square feet of retail space was constructed and delivered during this time. From 2016 to 2020, an average of 312,412 square feet was delivered annually. Deliveries slowed in 2020 to about 45,000 square feet and in the first half of 2021 to nearly 35,000 square feet. Figure 18. Retail Space Net Deliveries, 2016 to Q2 2021 Source: CoStar, ArLand 3.8%4.0%4.0% 5.0% 5.6%5.6% 0.0% 1.0% 2.0% 3.0% 4.0% 5.0% 6.0% 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e s Year 183,988 518,052 341,017 481,528 220,968 45,496 34,444 0 100,000 200,000 300,000 400,000 500,000 600,000 2015 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year Page 45 Retail Market Absorption Total net absorption from 2016 through the second quarter of 2021 was 1,213,127 square feet (Figure 19). Net absorption of retail space oscillated from 2016 to 2018 with average absorption of 473,544 square feet annually during this time. Negative absorption was seen in 2019 and 2020, with a total negative absorption of 262,798 square feet during this time. Net absorption returned to the black (55,293 square feet) in the second quarter of 2021. Figure 19. Retail Market Absorption, 2016 to Q2 2021 Source: CoStar, ArLand Retail Deliveries, Absorption, and Vacancy Rates (combined) The retail market was robust through 2018, but demand faltered starting in 2019 through 2020 (Figure 20). Low demand in 2019 and 2020 coupled with ongoing deliveries resulted in an increase in the vacancy rate. 670,042 270,854 479,736 (104,571)(158,227) 55,293 (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year Page 46 Figure 20. Retail Deliveries, Net Absorption, and Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Retail Market Lease Rates From 2016 to 2020 the market rent for retail space consistently increased from $18.13 to $20.64 per square foot, a 3.3% average annual rate of growth (Figure 21). Despite year‐over‐year growth, the rate of growth slowed each year from 2017 to 2020. However, market rent actually increased in 2020 despite the advent of the pandemic. Market rent in the first quarter of 2021 fell slightly (‐0.2%) from 2020 to $20.60. Lease rates for newer restaurant and retail projects in the trade area built and delivered to the market between 2016 and Q2 2021 have seen current lease rates of $22.28 per square foot compared to the general lease rates of $20.60. Figure 21. Retail Market Rent per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 3.0% 3.5% 4.0% 4.5% 5.0% 5.5% 6.0% (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 600,000 700,000 800,000 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e s Ax i s Ti t l e Year Net Deliveries Net Absorption Vacancy $18.13 $19.03 $19.76 $20.33 $20.64 $20.60 $17.00 $17.50 $18.00 $18.50 $19.00 $19.50 $20.00 $20.50 $21.00 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u r e Fo o t Year Page 47 7.3 Retail Demand Trade area demand for retail for 2021 through 2026 is forecast based on absorption and construction / deliveries in the trade area. Absorption and Construction / Deliveries Trends method The average annual retail absorption in the trade area was 231,567 square feet between 2016 and 2020. This average figure includes negative absorption experienced during the pandemic. Between 2016 and 2020, deliveries remained positive, although it started slowing substantially in 2019. Between 2016 and 2020, an average of 321,412 square feet of retail was constructed / delivered annually to the market. From 2021 through 2026, average annual retail trade area demand is forecast to range from 230,000 square feet to 320,000 square feet. Projects Planned / Under Construction Approximately 144,000 square feet of retail is proposed or under construction in the trade area as shown in Table 28 and Figure 22. Table 28. Retail Projects Proposed, Planned, and Under Construction Map ID Property Address Building Status Delivery Est.Rentable Building Area (SF) 15300 Sheridan Blvd Under Construction 2021 7,200 22830 W 25th Ave Under Construction 2021 1,115 34835 W 38th Ave Proposed 8,000 47465 W 92nd Ave Proposed 2021 3,120 5707 Federal Blvd Proposed 2022 2,200 6815 Federal Blvd Proposed 2022 3,500 75190 Federal Blvd Proposed 2022 20,000 83795 Wadsworth Blvd Under Construction 2021 6,820 9 999 S Wadsworth Blvd Proposed 2022 4,000 10 8980 Westminster Blvd Under Construction 2021 16,225 11 Westminster Blvd And 92nd Under Construction 2021 34,312 12 14967 Candelas Pky Proposed 2022 3,000 13 Federal Blvd And Westminster Station Dr Proposed 2022 30,000 14 998 Sheridan Blvd Proposed 2022 4,650 Total 144,142 Source: CoStar, ArLand Page 48 Figure 22. Retail Projects Planned, Proposed and Under Construction Source: CoStar, ArLand 7.4 Retail Capture Rate Calculation Annual trade area retail demand is estimated at 230,000 and 320,000 square feet in 2021 to 2025 (Table 29). Total demand is estimated at 1.15 to 1.6 million square feet for this time period. An estimated 144,142 square feet of retail is either proposed or under construction. Remaining demand is estimated at over 1 million square feet. There is approximately 160,000 square feet of retail currently planned in the District (see Figure 2 and Table 4. The District’s retail capture rate is 11% to 16%; both of which are reasonable ratios for future share of the trade area market (Table 29). The proposed retail locations are adjacent to existing retail and/or adjacent to major highways in the west Denver region. Page 49 Table 29. Retail Capture Rate Calculation 7.5 Retail Valuation Comparable Retail Projects There are a number of comparable retail projects in the trade area shown in Table 30 and Figure 23. There are a variety of retail types represented with varying lease rates depending on its retail niche. Despite the pandemic, vacancy rates are low, although business has likely been down at many of these establishments. In some cases, leases may have been renegotiated. Lucky’s shut its Wheat Ridge location prior to the pandemic because of business‐wide concerns. The current lease rates for newer retail and restaurant projects built between 2016 and Q2 2021 is $22.26 per square foot. The valuation of planned projects within the District is likely to be in line with prevailing market conditions for comparable projects at project completion as shown with the project comparables. Retail capture rate: Low (SF)High (SF) Forecast trade area annual retail demand 230,000 320,000 2021‐2025 estimated trade area total retail demand 1,150,000 1,600,000 Planned and Under Construction Retail 144,142 144,142 Forecast trade area retail demand 2021‐ 2026 1,005,858 1,455,858 District retail sf 160,000 160,000 District retail capture rate 16% 11% Source: ArLand Note: Planned projects include 25,000 sf of retail / restaurant at Clear Creek Crossing 111,000 sf of fitness retail 3,500 sf gas station / convenience 6,500 sf of QSR retail at Applewood Village 5,000 sf of auto services at 38th and Kipling 10,000 sf of misc. retail Retail Capture Rate Calculation Page 50 Table 30. Trade Area Comparable Retail Projects Map ID Property Name Property Address RBA (SF)Estimated Rent ($/SF/Yr)Year Built Vacancy % 1 Edgewater Public Market Restaurant 5507 W 20th Ave 3,484 $21.76 ‐ 26.59 (Est.) 2020 0.0% 2Building 55609 W 44th Ave 475,137 $16.71 ‐ 20.43 (Est.) 2016 1.5% 3Building 3 ‐The Shops at Ralston Creek 9405 W 58th Ave 6,000 $18.27 ‐ 22.33 (Est.) 2017 0.0% 4Building 49528 W 58th Ave 7,363 $19.38 ‐ 23.68 (Est.) 2017 0.0% 514950 W 64th Ave 7,776 $19.72 ‐ 24.11 (Est.) 2019 0.0% 6 13730 W 85th Dr 6,323 $17.40 ‐ 21.27 (Est.) 2019 0.0% 714659 W 86th Pky 10,584 $20.98 ‐ 25.65 (Est.) 2018 0.0% 8Kum & Go #2310 3432 Clear Creek Dr 5,669 $14.92 ‐ 18.24 (Est.) 2021 0.0% 96671 W Colfax Ave 1,500 $21.44 ‐ 26.21 (Est.) 2018 0.0% 10 7‐Eleven 9995 W Colfax Ave 3,500 $19.61 ‐ 23.97 (Est.) 2021 0.0% 11 14195 W Colfax Dr 4,640 $22.90 ‐ 27.99 (Est.) 2017 0.0% 12 17101 S Golden Rd 6,454 $34.41 ‐ 42.06 (Est.) 2019 23.2% 13 Building 1 ‐ The Shops at Ralston Creek 5830 Independence St 7,363 $19.35 ‐ 23.65 (Est.) 2017 0.0% 14 6395 Joyce Dr 28,000 $15.90 ‐ 19.43 (Est.) 2017 0.0% 15 Bldg 25091 Kipling St 14,200 $15.05 ‐ 18.40 (Est.) 2018 0.0% 16 Building 39515 Ralston Rd 6,706 $19.07 ‐ 23.31 (Est.) 2017 0.0% 17 Building 2 ‐The Shops at Ralston Creek 9585 Ralston Rd 10,332 $15.36 ‐ 18.77 (Est.) 2017 0.0% 18 Chick‐fil‐A1901 Sheridan Blvd 4,558 $19.91 ‐ 24.34 (Est.) 2018 0.0% 19 CVS 3740 Sheridan Blvd 13,013 $17.07 ‐ 20.87 (Est.) 2017 0.0% 20 Verizon Wireless 4395 Sheridan Blvd 3,000 $23.09 ‐ 28.22 (Est.) 2020 0.0% 21 Starbucks 975‐999 Wadsworth Blvd 2,400 $15.20 ‐ 18.58 (Est.) 2018 0.0% 22 Bldg C3753 Wadsworth Blvd 6,820 $35.54 ‐ 43.43 (Est.) 2018 0.0% 23 Bldg E‐ Restaurant 3765 Wadsworth Blvd 5,000 $14.23 ‐ 17.39 (Est.) 2018 0.0% 24 Bldg F‐ Restaurant Pad Site 3795 Wadsworth Blvd 5,000 $22.26 ‐ 27.20 (Est.) 2020 0.0% 25 Lucky's Market 3795 Wadsworth Blvd 35,000 $21.50 ‐ 26.28 (Est.) 2018 96.6% 26 Bldg D3795 Wadsworth Blvd 6,820 $37.75 ‐ 46.14 (Est.) 2018 0.0% 27 Bldg B3795 Wadsworth Blvd 6,820 $37.13 ‐ 45.39 (Est.) 2018 0.0% 28 Bldg A3795 Wadsworth Blvd 6,820 $22.99 ‐ 28.10 (Est.) 2019 0.0% 29 Ziggis Coffee 2900 Youngfield St 2,959 $14.60 ‐ 17.85 (Est.) 2019 0.0% 30 Starbucks 3210 Youngfield St 2,324 $15.05 ‐ 18.40 (Est.) 2017 0.0% 31 King Soopers Fuel Pad 3250 Youngfield St 6,800 $14.49 ‐ 17.70 (Est.) 2018 0.0% 32 Hacienda Colorado 3298 Youngfield St 9,500 $14.23 ‐ 17.40 (Est.) 2019 0.0% 33 Edgewater Public Market 5479 Depew St 8,500 $21.57 ‐ 26.36 (Est.) 2019 0.0% 34 7‐Eleven 4415 McIntyre St 1,700 $18.11 ‐ 22.13 (Est.) 2016 0.0% 35 9215 Ralston Rd 30,000 $15.34 ‐ 18.74 (Est.) 2017 0.0% Source: CoStar, ArLand Page 51 Figure 23. Comparable Retail Projects Source: CoStar, ArLand As noted previously, there are a number of specific retail projects either recently built, being planned or are under construction with the District. They include: o 25,000 square feet of retail / restaurant uses at Clear Creek Crossing o 111,000 square feet of fitness retail at Clear Creek Crossing o 5,700 square feet of gas station / convenience at Clear Creek Crossing o 6,500 square feet of QSR retail at Applewood Village o 5,300 square feet of auto‐related retail at 38th and Kipling The following tables provide estimated valuations for each of the projects based on recently built comparables in the District and trade area. Jefferson County comparables were prioritized. Table 31 includes suggested local comparables for the 25,000 square feet of retail at Clear Creek Crossing. Although potential tenants are currently unknown, the range of potential tenants types are reflected in this table. The adjusted average valuation is $332 per square foot. Page 52 Table 31. Retail / Restaurant Assessed Value Summary Table 32 includes suggested local comparables for the 111,000 square feet of fitness retail being planned for Clear Creek Crossing. The majority of local comparables are much smaller facilities, so the analysis examined larger facilities in neighboring counties. The adjusted averaged valuation is $70 per square foot. Table 32. Fitness Retail Assessed Value Summary Table 33 examines Kum & Go facilities specifically which includes gas as well as a sizeable convenience retail component. There are two recently built facilities in Jefferson County. The updated valuation for the Kum & Go facility at Clear Creek Crossing has not been updated by the assessor due to its schedule. The adjusted average valuation is $484 per square foot. Table 33. Kum & Go (Gas and Convenience) Assessed Value Summary Table 34 examines the two retail types specifically planned for the 6,500 square foot building at Applewood Village. It is intended for a Chick‐fil‐A and a Valvoline. As there are no Property Name County Year Built Size (SF) Market Value / SF Coffee (Chain) Jefferson 2018 2,400 $616 Restaurant (Local Chain) Jefferson 2019 8,500 $186 Day Care Jefferson 2018 10,220 $213 Cell Phone Store Jefferson 2017 4,747 $308 Paint Store Jefferson 2019 6,454 $245 Adjusted Average $332 Source: Jefferson County Assessors Office, ArLand Property Name County Year Built Size (SF) Market Value / SF Lifetime Fitness Adams 2008 70,000 $25 VASA Fitness Broomfield 2000/2018 (renov) 57,816 $86 The Point Jefferson 1975/2018 (renov) 65,000 $39 Adjusted Average $70 Source: Adams, Broomfield, and Jefferson County Assessors Office, ArLand Property Name County Year Built Size (SF)Market Value / SF Kum & Go Jefferson 2018 6,612 $493 Kum & Go Adams 2019 5,650 $649 Kum & Go Jefferson 2020 5,620 $248 Adjusted Average $484 Source: Jefferson and Adams County Assessors Office, ArLand Page 53 Valvoline’s in the Trade Area, recently built comparable auto service establishments were analyzed. The adjusted average valuation is $430 per square foot. Table 34. QSR and Auto Retail Assessed Value Summary Table 35 includes suggested comparables for the 5,300 square foot auto services retail at 38th and Kipling. It is intended to be a Christian Brothers auto repair, a local chain which is expanding throughout the metro area. A variety of different auto services types were examined to derive the average valuation for a retail and services outlet of this type. Table 36 summarizes the retail projects, their estimated values, and estimated completion dates. Table 35. Auto Services Assessed Value Summary Property Name County Year Built Size (SF)Market Value / SF Chick‐fil‐A Jefferson 2018 4,558 $506 Chick‐fil‐A Jefferson 2013 4,669 $440 Adjusted Average $525 Grease Monkey Jefferson 2007 3,196 $326 Firestone Jefferson 2013 11,441 $204 Adjusted Average $335 Overall Average $430 Source: Jefferson County Assessors Office, ArLand Property Name County Year Built Size (SF)Market Value / SF Grease Monkey Jefferson 2007 3,196 $326 Firestone Jefferson 2013 11,441 $204 Circle K Jefferson 1999 3,515 $304 Caliber Collision Jefferson 2019 15,750 $129 Adjusted Average $318 Source: Jefferson County Assessors Office, ArLand Page 54 Table 36. Summary Value and Schedule for District Retail Property Name Value Estimated Delivery / Construction Completion 25,000 SF of Retail $332 / SF 2023 111,000 SF of Fitness Retail $70 / SF 2023 5,700 SF of Gas Station / Convenience $484 / SF 2021 6,500 SF of QSR / Auto Retail $430 / SF 2022 5,300 SF of Auto Services Retail $318 / SF 2021 Source: City of Wheat Ridge, Jefferson, Adams and Broomfield Counties, ArLand Page 55 VIII. HOTEL 8.1 Hotel, Industrial and Office Trade Area A trade area for hotel, office, and industrial uses has been identified to analyze market supply and demand factors that relate to forecast absorption of these uses in the District. The trade area encompasses much of the western Denver metropolitan area. It generally includes parts of Denver, Westminster, Arvada, Wheat Ridge, Lakewood, and Jefferson County. It is generally bounded by Federal Boulevard on the east to the foothills of Jefferson County on the west and from U.S. Highway 285 on the south to just north of State Highway 72 (Coal Creek Canyon Road) Competitive demand and supply for these land uses typically take a much larger regional competitive area into account than residential trade areas (Figure 24). Figure 24. Hotel, Industrial, and Office Trade Areas Source: CoStar, ArLand Page 56 Hotel, Office, and Industrial Trade Area Demographics Population and Households Trade area population was 508,187 persons in 207,350 households in 2010 (Figure 25). Trade area population is forecast at 605,405 persons in 245,102 households by 2025. This growth represents a 1.2% annual growth rate between 2010 and 2025. This trade area is larger than the residential trade area. The average annual growth rates for both trade areas (including residential) is similar at an annual average of 1.2% to 1.3%. Figure 25. Hotel, Office, and Industrial Trade Area Demographic Trends and Forecasts Source: ESRI, ArLand, King & Associates, Inc. 8.2 Metro Denver Hotel Market The District is planning for a 125‐room Hampton Inn at Clear Creek Crossing. The project is in its final planning stages. This section will discuss hotel market trends and characteristics, followed by a discussion of potential hotel demand. As of the time of this report (June, 2021), the Denver metro region was beginning to emerge from the pandemic and travel appeared to be on the upswing. As shown in Table 4 and Figure 2, a 125 room Hampton Inn is being planned in the District at Clear Creek Crossing. Through 2019, the metro Denver hotel market had been consistently operating at occupancy rates in the 72 to 73% range (Table 37). The 2020 pandemic resulted in a drop in occupancy rates to 56.4% in 2020 and 45.4% in 2021. During this time, however, the trade area continued to add hotel rooms. 600,000 550,000 500,000 450,000 400,000 350,000 300,000 250,000 200,000 150,000 100,000 50,000 0 2010 2020 2025 Population 508,187 572,914 605,405 Households 207,350 232,299 245,102 Household Size 2.41 2.43 2.44 Page 57 A 12‐month rolling average daily rate indicates that average daily rates were more than $120 through 2020. The average daily rate decreased to $84.75 in early 2021, however, this rate also does not reflect the summer high season lease rates. Revenue per available room has declined from over $90 to nearly $40 in 2021. Table 37. Metro Denver Hotel Characteristics 8.3 Hotel Trade Area Market Trade Area Hotel Inventory Hotel rooms tend to be clustered along the region’s major highway corridors (Figure 26). The trade area is comprised of about 6,500 hotel rooms in 73 buildings. Between 2016 and Q2 2021, about 1,050 rooms in 10 hotel buildings were added to the trade area inventory, a nearly 20% increase in inventory. Table 38. Hotel Trade Area Inventory, 2016 to Q2 2021 2016 2017 2018 2019 2020 Q2 2021 Inventory (Rooms) 271,293 282,279 293,943 305,540 316,634 318,816 Occupancy Rate 73.7% 72.6% 72.8% 73.1% 56.4% 45.4% Average Daily Rate $123.93 $128.57 $131.04 $132.79 $120.09 $84.75 % change 3.7% 1.9% 1.3%‐9.6%‐29.4% Revenue Per Available Room $91.38 $93.30 $95.00 $97.49 $67.71 $39.65 % change 2.1% 1.8% 2.6%‐30.5%‐41.4% Net Deliveries 1,298 2,522 2,761 2,705 1,365 918 Source: CoStar, ArLand, King Note: Occupancy rate and Average Daily Rate reflects 12 month average from August (previous year) to to July of all years except for 2021 which is through May 2021 Year Number of Hotel Buildings Number of Rooms 2016 63 5,454 2017 66 5,713 2018 67 5,850 2019 70 6,229 2020 70 6,229 Q2 2021 73 6,504 Change 2016‐ Q2 2021 10 1,050 Source: CoStar, ArLand Page 58 Figure 26. Trade Area Hotels Source: CoStar, ArLand Hotel Market Occupancy Rates The average hotel occupancy rate in the trade area from 2016 to 2019 was 63.1% (Figure 27). Occupancies declined dramatically with the advent of the Covid‐19 pandemic in March of 2020. Hotel occupancy rates fluctuate seasonally with typical high occupancies in the summer months, helping offset low occupancy rates in the winter months as shown in Figure 28. Between 2016 and 2019, the average high occupancy rate was 86.4%, while the average low occupancy rate was 52.4%. Occupancies dropped to a low of 26.2% in the spring of 2020. The high occupancy rate in the summer of 2020 was 57.7% while the winter low was 38.5%. Page 59 Figure 27. Hotel Average Occupancy Rates, 2016‐to Q2 2021 Source: CoStar, ArLand Figure 28. Hotel Monthly Occupancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Hotel Construction / Deliveries Between 2016 and Q2 2021, an average of 215 rooms have been delivered to the trade area annually (Figure 29). Despite the consistent additions, average occupancies held steady during this time period at about 70% with the exception of the pandemic years of 2020 and early 2021. About 275 rooms have been delivered to the market in 2021. No deliveries occurred in 2020. 70.0% 70.5% 70.2% 72.4% 48.2% 47.4% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 2016 2017 2018 2019 2020 Q2 2021 Oc c u p a n c y Ra t e Year 86.3% 50.3% 86.7% 53.8% 85.2% 53.1% 87.3% 52.7% 26.2% 57.7% 38.5% 0.0% 10.0% 20.0% 30.0% 40.0% 50.0% 60.0% 70.0% 80.0% 90.0% 100.0% Ja n 20 1 6 Ma r 20 1 6 Ma y 20 1 6 Ju l 20 1 6 Se p 20 1 6 No v 20 1 6 Ja n 20 1 7 Ma r 20 1 7 Ma y 20 1 7 Ju l 20 1 7 Se p 20 1 7 No v 20 1 7 Ja n 20 1 8 Ma r 20 1 8 Ma y 20 1 8 Ju l 20 1 8 Se p 20 1 8 No v 20 1 8 Ja n 20 1 9 Ma r 20 1 9 Ma y 20 1 9 Ju l 20 1 9 Se p 20 1 9 No v 20 1 9 Ja n 20 2 0 Ma r 20 2 0 Ma y 20 2 0 Ju l 20 2 0 Se p 20 2 0 No v 20 2 0 Ja n 20 2 1 Ma r 20 2 1 Oc c u p a n c y Ra t e s Dates Page 60 Figure 29. Hotel Room Construction / Deliveries, 2016 to Q2 2021 Source: CoStar, Smith Travel Research, ArLand Hotel Demand and Supply Between 2016 and 2019, increased supply in the market has been met by increased demand. Figure 30 depicts an average of average monthly demand and supply in the trade area. Demand represents average (monthly) room nights filled. The supply represents the total rooms (monthly) in the trade area. Figure 30. Average Hotel Demand and Supply (Monthly), 2016‐Q2 2021 Source: CoStar, STR, ArLand 135 259 261 255 0 275 0 50 100 150 200 250 300 2016 2017 2018 2019 2020 Q2 2021 Un i t s Year 165,077 172,638 178,149 189,137 183,676 188,462 115,653 121,924 125,277 137,035 89,101 89,538 0 20,000 40,000 60,000 80,000 100,000 120,000 140,000 160,000 180,000 200,000 2016 2017 2018 2019 2020 Q2 2021 Ro o m Ni g h t s Year Supply Demand Page 61 Hotel Average Daily Rates and Revenues per Available Room Between 2016 and 2019, average daily room rates (averaging the monthly averages) have increased from $106 to $111 (Figure 31). Revenue per Available Room (“RevPar”) refers to the hotels ability to fill its available rooms at the average rate and is a commonly used hotel metric. RevPars were consistently about 70% of Average Daily Rates (“ADR”), reflecting the general average stable occupancies of 70% between 2016 and 2019. Both ADRs and RevPars dipped in 2021 and the first few months of 2021. The 2021 figures reflect January through April and do not reflect the higher summer travel season. As Figure 32 indicates, average daily rates start to see their seasonal summer increase starting in May and peaking in July. Figure 31. Hotel Average Daily Rates and Revenues per Available Room, 2016 to Q2 2021 Source: CoStar, ArLand $105.08 $110.59 $110.62 $111.61 $82.06 $76.62 $74.67 $79.29 $79.04 $82.21 $40.60 $36.55 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 2016 2017 2018 2019 2020 Q2 2021 (April) Ro o m Ra t e s Year Average ADR Average RevPAR Page 62 Figure 32. Hotel Average Daily Rates by Month, 2016 to 2019 Source: CoStar, ArLand 8.4 Hotel Demand As of the time of this report, Covid‐19 vaccinations have become more widely disseminated, the summer travel season has begun, mask mandates have been lifted (for those who have been vaccinated). However, many public places (including airports) still have mask mandates in place and younger children have not yet been vaccinated in significant numbers. Trade area hotel demand for 2021‐2025 is forecast based on construction / deliveries. Hotel demand assumes that in the very near future (within the next 1.5 years) that pandemic concerns and travel related restrictions will have eased. Construction / Deliveries Trends Method Average construction / deliveries in the trade area between 2016 and Q2 2021 has been about 215 hotel rooms annually despite the recent slowdown. Between 2016 and 2019, prior to the pandemic, despite the ongoing additions to the market, average occupancies have been about 70%, indicating continued strong demand for hotel rooms in the trade area. Average annual hotel trade demand is forecast at about 215 hotel rooms annually between 2021 and 2025. Projects Planned / Under Construction Approximately 840 hotel rooms are proposed or under construction in the trade area as shown in Table 39 and Figure 33. $95.83 $98.14 $99.00 $102.03 $111.70 $126.65 $128.34 $124.66 $119.57 $114.01 $100.96 $92.79 $0.00 $20.00 $40.00 $60.00 $80.00 $100.00 $120.00 $140.00 Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec Ro o m Ra t e Month Page 63 Table 39. Hotel Projects Proposed, Planned, and Under Construction Figure 33. Hotel Projects Proposed, Planned, and Under Construction Source: CoStar, ArLand Map ID Property Name Property Address Number of Rooms Delivery Est.Hotel Class Building Status 1Hampton by Hilton 4086 Youngfield St 125 2023 Upper Midscale Final Planning 2 Holiday Inn Express 12476 W Bayaud Ave 88 2023 Upper Midscale Final Planning 3Fairfield Inn 28656 Tepees Way 82 2022 Upper Midscale Final Planning 4Tru by Hilton 11905 W 6th Ave 86 2023 Midscale Proposed 5TownePlace Suites by Marriott Golden 16200 W Colfax Ave 76 2023 Upper Midscale Final Planning 6Fairfield Inn & Suites Golden 16289 W Colfax Ave 81 2022 Upper Midscale Final Planning 7Tru by Hilton Golden Denver West 16401 W Colfax Ave 100 2023 Midscale Final Planning 8Residence Inn 490 S Teller St 102 2023 Upscale Final Planning 9Residence Inn 5560 Wadsworth Byp 125 2023 Upscale Final Planning 10 Hampton by Hilton 2535 S Wadsworth Blvd 100 2022 Upper Midscale Proposed Total 840 Source: CoStar, ArLand Note: Total rooms does not include the Hampton by Hilton which is in the District. Page 64 8.5 Hotel Capture Rate Calculation Annual trade area hotel demand estimated at 215 hotel rooms annually from 2021 to 2025 (Table 40). Total demand is estimated at over 1,000 hotel rooms for this time period. An estimated 840 hotel rooms are either proposed or under construction. Remaining demand is an estimated 235 hotel rooms. There is a 125 room Hampton Inn currently planned in the District (see Figure 2 and Table 4.) The district hotel capture rate is 53%. The capture rate ratio is a little high at 53%; however, proposed projects (of which there are two) don’t always materialize. Additionally, the proposed Hampton Inn location is in close proximity to the relocated SCL Health hospital and some if its future customers are likely to be hospital and medical office visitors and/or affiliated with patients at the hospital. In addition to medical demand, the hotel is well located at the west end of the Denver metro area at the gateway to the mountains and is particularly competitive for I‐70 traffic. Table 40. Hotel Capture Rate Calculation 8.6 Hotel Valuation The anticipated valuation from the Hampton Inn project is likely to be comparable with its Upper Midscale product category (Table 43). Valuation of recently built comparable trade area hotel projects have been researched to assess the value of hotel space currently being planned in the District. Comparable Hotel Projects There are a number of comparable upper midscale hotel projects in the trade area shown in Table 41 and Figure 34. Individual project occupancy rates are unknown, but collectively, according to CoStar, the occupancy rate is about 50.6% primarily from effects of the pandemic. Hotel capture rate: Forecast trade area annual hotel demand 215 2021‐2025 estimated trade area total hotel demand 1,075 Planned and Under Construction Hotel 840 Forecast trade area hotel demand 2021‐ 2025 235 District hotel 125 District hotel capture rate 53% Source: ArLand Note: Planned project includes 125 room Hampton Inn in the final planning stages at Clear Creek Crossing Hotel Capture Rate Calculation Page 65 Table 41. Comparable Hotel Projects Figure 34. Comparable Hotel Projects Source: CoStar, ArLand In order to calculate the most appropriate values, the analysis focused on the most recently built projects in the trade area, primarily those built between 2017 and 2021. Map ID Property Name Property Address Number of Rooms Category Year Built 1Hampton by Hilton 4040 Clear Creek Dr 125 Upper Midscale 2021 2Holiday Inn Express 17140 W Colfax Ave 100 Upper Midscale 2015 3Comfort Suites 8679 Destination Dr 98 Upper Midscale 2021 4Comfort Suites Near Denver Downtown 620 Federal Blvd 80 Upper Midscale 2017 5Comfort Inn Denver West 10200 S I 70 Service Rd 64 Upper Midscale 2001 6 Drury Inn & Suites Denver Westminster 10393 Reed St 180 Upper Midscale 2012 7Fairfield Inn Denver West Federal Center140 S Union Blvd 128 Upper Midscale 2019 8Home2 Suites by Hilton 50 Van Gordon St 107 Upper Midscale 2013 Average / Totals (Excluding Hampton by Hilton) 757 Source: CoStar, ArLand Note: Total rooms does not include the Hampton by Hilton which is in the District. Page 66 Table 42. Assessor’s Values per Hotel Room Table 42 shows the most relevant comparable projects, year built, county location and the assessor’s market value per room. In summarizing market values, on a per room basis, the projects were valued at over $90,000 per room up to $108,000 per room with an overall adjusted average of approximately $105,000 per room (Table 43). Table 43. Hotel Assessed Value Summary The planned Hampton Inn is moving through the planning process at the City of Wheat Ridge. While there has been much upheaval, particularly in the hotel market, because of the pandemic, as travel returns, and the SCL Health hospital is built and occupied, ArLand Land Use Economics believes that the mid and long term forecasts for the hotel are positive and in line with the past success of other similar hotels in the trade area. Table 44 summarizes the estimated value and schedule for the Outlook at Clear Creek Crossing apartment project. Table 44. Summary Value and Schedule for Hampton Inn at Clear Creek Crossing Property Name County Built Market Value / Unit Comfort Suites Broomfield 2021 $100,000 Comfort Suites Denver 2017 $108,574 Fairfield Inn Denver West Jefferson 2019 $92,714 Source: Jefferson County Assessors Office, ArLand Hotel Absorption Schedule Estimated Value Per Room Estimated Delivery / Construction Completion ‐ 2023 Hampton Inn at Clear Creek Crossing $105,000 / Room 125 Source: Broomfield, Denver, and Jefferson County Assessor's Office, ArLand Hotel Assessed Value Summary Per Room Low $92,714 High $108,574 Adjusted Average $105,000 Source: Jefferson County, Denver County, and Broomfield County Assessors Office, ArLand Page 67 IX. OFFICE This section will discuss office market trends and characteristics, followed by a discussion of potential office demand. As of the time of this report (June, 2021), the Denver metro region was beginning to emerge from the pandemic; office‐based employees were beginning to return to their offices. Two office projects are being planned in the District. Both are located at Clear Creek Crossing. A 15,170 square office building for Foothills Credit Union is currently under construction and planned for delivery in 2021. The building is a mix of office and ground floor retail (banking) uses. A 130,000 square foot medical office building (MOB) is being planned in the District for delivery in 2025 and 2026. It will be relocated adjacent to the relocated SCL Health hospital. 9.1 Metro Denver Office Market The Metro Denver office market has seen a consistent increase in inventory since 2016 (Table 45). Vacancy rates have ranged from 10.4% to 16.1% during the 2016 to Q2 2021 time period. Lease rates (full service) have generally increased from $26.67 to about $30.42 per square foot. While deliveries have continued, net absorption saw a decrease beginning in 2020 and continuing through Q2 2021. Table 45. Metro Denver Office Characteristics 9.2 Office Trade Area Trade Area Office Inventory The trade area as shown in Figure 24 encompasses a large portion of the western Denver metropolitan area. 2016 2017 2018 2019 2020 Q2 2021 Inventory (SF) (000s)104,654 106,200 108,737 109,350 110,138 111,193 Vacancy Rate 10.9% 11.3% 10.8% 10.4% 13.6% 16.1% Lease Rate $26.67 $27.84 $28.62 $29.67 $30.45 $30.42 % change 4.4% 2.8% 3.7% 2.6%‐0.1% Net Absorption 298,711 1,079,737 2,722,381 913,854 ‐2,817,739 ‐1,820,737 Net Deliveries 636,542 1,545,691 2,471,117 613,377 787,764 1,054,458 Source: CoStar, ArLand, King Page 68 Office space in the trade area is highly concentrated in and near the Denver Federal Center, in the vicinity of Colorado Mills, along the West Colfax Avenue corridor, and around major Interstate‐70 interchanges such as at Wadsworth Boulevard. The trade area office market is comprised of approximately 22.4 million square feet of office (Table 46). Since 2016, nearly 350,000 square feet of office space has been added to the trade area. Table 46. Office Trade Area Inventory, 2016 to Q2 2021 Figure 35. Trade Area Office Source: CoStar, ArLand Year Number of Office Buildings Office Square Feet 2016 1,133 22,044,779 2017 1,135 22,153,469 2018 1,138 22,296,052 2019 1,141 22,331,497 2020 1,141 22,331,497 Q2 2021 1,143 22,392,397 Change 2016 ‐ Q2 2021 10 347,618 Source: CoStar, ArLand Page 69 Office Market Vacancy Rates The office vacancy rate in the trade area fell from 10.4% in 2016 to a low of 8.7% in 2018 before climbing to 9.4% in 2020 (Figure 36). The vacancy rate in the first quarter of 2021 was 10.4%, the same rate as in 2016. Sublet vacancy was very low in 2015 (0.06%) and ranged from 0.3% to 0.5% from 2016 to 2019 before increasing to just over 1% in 2020. The sublet vacancy in the first quarter of 2021 remained at just over 1%, unchanged from 2020. Figure 36. Office Trade Area Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Office Market Construction / Deliveries A total of 716,909 square feet of new office space was constructed and delivered to market in the trade area from 2016 through Q2 2021. Of the total space delivered during this time, 52% of the total, or nearly 370,000 square feet was delivered in 2016 (Figure 37). On average, 130,350 square feet was delivered annually from 2016 through Q2 2021. The trade area saw no office space deliveries in 2020. In 2019, about 35,000 square feet of office space was delivered to the market. Figure 37. Office Space Deliveries, 2016 to Q2 2021 Source: CoStar, ArLand 0.0% 2.0% 4.0% 6.0% 8.0% 10.0% 12.0% 2015 2016 2017 2018 2019 2020 Q2 2021 Direct Vacancy Sublet Vacancy 10.4% 9.2%8.7%8.9% 10.4%9.4% 144,910 369,291 108,690 142,583 35,445 0 60,900 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 400,000 2015 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year Page 70 Office Market Absorption Total net absorption of office space (demand) in 2016 through Q2 2021was 715,800 square feet with an with an annual average absorption of 130,150 square feet (Figure 38). 2019 saw negative absorption of 24,000 square feet. By 2020 and through the second quarter of 2021, the effects of the pandemic resulted in negative net absorption of approximately 265,000 square feet. Figure 38. Office Space Net Absorption, 2015 to Q2 2021 Source: CoStar, ArLand Office Deliveries, Absorption, and Vacancy Rates (combined) Figure 39 combines office space deliveries, absorption, and vacancy rates for 2016 to Q2 2021. Significant office space deliveries were seen in the trade area in 2016, and it was accompanied by significant absorption. While deliveries have fluctuated, absorption reached its high point in 2016. Between 2016 and 2018, the trade area saw positive, yet decreasing absorption. 2020 and 2021 saw the effects of the pandemic on the office market in the trade area. Figure 39. Office Deliveries, Net Absorption, and Vacancy Rates, 2015 to Q2 2021 Source: CoStar, ArLand 355,451 393,934 372,384 239,356 (24,107) (97,516) (168,228)(200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 2015 2016 2017 2018 2019 2020 Q 2 2021 Sq u a r e Fe e t Year 8.5% 9.0% 9.5% 10.0% 10.5% 11.0% (200,000) (100,000) 0 100,000 200,000 300,000 400,000 500,000 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Su q a r e Fe e t Year Net Deliveries Net Absorption Vacancy Page 71 Office Market Lease Rates The market rent per square foot of office space rose by 3.6% per year on average from $20.86 per square foot in 2016 to $24.03 per square foot in 2020 (Figure 40). Market rent declined slightly in the first quarter of 2021 to $23.95 per square foot. Figure 40. Office Market Rent per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 9.3 Office Demand As of the time of this report, Covid‐19 vaccinations have become more widely disseminated and a number of Denver area companies have begun to call their employees back to the office. However, there are cyclical office impacts from Covid as well as potential future structural impacts on the office market assuming that more employees are going to work from home. Forecasts indicate continued regional employment growth. Trade area office demand for 2021‐2025 is forecast based on absorption and construction / deliveries. Absorption and Construction / Deliveries Trends Method Average office space absorption in the trade area between 2016 and Q2 2021 has been about 130,150 square feet annually despite the pandemic downturn. Average construction / deliveries in the trade area between 2016 and Q2 2021 has been about 130,350 square feet annually despite the recent slowdown. Average annual office trade demand is forecast at 130,000 square feet annually from 2021 through 2026. Projects Planned / Under Construction In the District, a 15,170 square foot build‐to‐suit office building for the Foothills Credit Union is currently being built. A 130,000 square foot MOB adjacent to SCL Health hospital is scheduled for delivery in 2025‐6. Table 47 and Figure 41 show the nearly 3.8 million square feet of office proposed and under construction in the office trade area. $20.08 $20.86 $21.71 $22.63 $23.77 $24.03 $23.95 $19.00 $20.00 $21.00 $22.00 $23.00 $24.00 $25.00 2015 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u a r e Fo o t Year Page 72 Several build‐to‐suit offices are included in this list (ie Ball Corporation). A number of office buildings were announced prior to the Pandemic. Given the uncertainty, for the time period, the date of estimated delivery for some of these office buildings may be pushed out. Approximately 77,000 square feet of office space that has been identified for medical office uses is either under construction or proposed in the District at Candelas and Belmar. Table 47. Office Projects Proposed, Planned and Under Construction Map ID Property Name Property Address RBA Building Status Delivery Est. 1 Foothills Credit Union 3550 Clear Creek Dr 15,170 Under Construction 2021 2 Candelas Medical Office Building 15389 W 91st Dr 42,369 Under Construction 2021 3Belmar Medical Plaza 7955 W Alameda Ave 35,000 Proposed 2022 48520 Uptown Ave 60,000 Proposed 2022 5Wang 38 6230 W 38th Ave 10,000 Proposed 2021 6W 88th Ave 180,000 Proposed 2022 7W 88th Ave 450,000 Under Construction 2023 8D4 Build‐to‐Suit 90th Ave 600,000 Proposed ‐‐ 9Ball Corporation W 108th Cir 139,500 Under Construction 2021 & 2 10 Simms Tech Park W 112th And Simms 384,040 Proposed ‐‐ 11 10240 Church Ranch Way 50,000 Proposed ‐‐ 12 Downtown Westminster Eaton St 1,800,000 Proposed ‐‐ 13 100 S Wadsworth Blvd 9,300 Under Construction 2021 14 4860 Ward Rd 31,300 Proposed 2022 Total 3,791,509 Source: CoStar, ArLand Note: Totals do not include the Foothills Credit Union which is in the District. Page 73 Figure 41. Office Projects Proposed, Planned and Under Construction Source: Costar, ArLand 9.4 Office Capture Rate Calculation The impacts of Covid‐19 on the office market are still being felt and it is unclear whether all the planned office space will be developed and in what timeframe. Because the MOB is part of a comprehensively planned development with other land uses (multifamily, retail / restaurants, hotel, etc.), the planned office building will be in an attractive location, very competitive with and attractive to a variety of office users. The 130,000 square foot office project is speculative, however, given the project’s location next to the SCL Health Hospital, it will have a significant competitive advantage relative to other proposed trade area office projects, particularly for potential medical tenants affiliated with the hospital. However, there are some project uncertainties. Currently, it is unclear whether the old MOBs adjacent to the current SCL Health Hospital location will remain (or will be redeveloped into other uses). It is also unclear whether the medical and non‐medical tenants in the MOBs adjacent to SCL’s current location will ultimately also relocate, although over time, there will likely be a strong interest in relocating, particularly for those tenants that require convenient hospital access. Page 74 The comparable MOBs around St. Anthony’s Hospital in Lakewood have also felt the impact of pandemic with current vacancy rates at 19.1%. The number of planned office projects in the trade area is significant. At this point, how and where employees will work and how this behavior will affect the office market in the long term is unclear. 9.5 Office Valuation The anticipated rents from the MOB project is likely to be comparable with new Class A MOBs and range from $24 to $31 per square foot (full service). Comparable Office Projects Table 48 and Figure 42 show comparable MOB projects in the trade area. Three of the four projects are located adjacent to the 660,000 square foot St. Anthony’s Hospital which moved to Lakewood from Denver in 2011. About 290,000 square feet of medical office and office are located adjacent to the hospital. Vacancy rates are currently about 19.1%. Table 48. Comparable Medical Office Projects Map ID Property Name Property Address RBA Estimated Rent ($/SF)Year Built Vacancy % 1St Anthony Medical Plaza I11750 W 2nd Pl 90,579 $18 2012 38.9% 2St Anthony Medical Plaza II 11700 W 2nd Pl 96,093 $26‐$31 2012 5.6% 3St Anthony Medical Plaza III 255 S Routt St 104,000 $24‐$30 2017 10.4% 4Red Rocks Medical Center 400 Indiana St 118,000 $33‐$40 2011 21.3% Total/Average 408,672 19.1% Source: CoStar, ArLand Page 75 Figure 42. Comparable Medical Office Projects Source: CoStar, ArLand Table 49. Assessor’s Values per MOB Square Foot Table 49 shows the most comparable projects, when they were built and their estimated market value per square foot. All are located in Jefferson County but were built between 2011 and 2017. Table 50 shows a summary of the values and an adjusted average of $275 per square foot to reflect general average increase in values from 2017 to 2021. Property Name County Built Market Value / SF St Anthony Medical Plaza II Jefferson 2012 $241 St Anthony Medical Plaza III Jefferson 2017 $234 Red Rocks Medical Center Jefferson 2011 $258 Source: Jefferson and Larimer County Assessors Office, ArLand Page 76 Table 50. Office (MOB) Assessed Value Summary An evaluation of comparable medical office projects indicated that 2 to 6% of the building’s value is the value of business personal property. District’s Planned Medical Office Building The District’s 130,000 square foot planned MOB is adjacent to SCL Health’s planned $650‐ million replacement hospital located at Clear Creek Crossing in Wheat Ridge. According to the Colorado Sun, based on company press release, SCL Health plans to move the entire campus (from another central Wheat Ridge location) by 2024. This move is currently on‐schedule. The estimated delivery of the MOB is mid‐2025 to early 2026 based on SCL’s current construction plan submittal schedule (City of Wheat Ridge, 2021) for both the hospital and the office building. The MOB is likely to have a mix of different tenants including non‐medical tenants. Unlike the tax‐exempt status of SCL Health’s hospital building, the MOB will be taxable. SCL Health has also indicated that there may be a second office building on its campus in the future, likely beyond 2026. The SCL Health facilities have a long history in Wheat Ridge. Originally founded in 1905 as a tuberculosis hospital, it opened its doors as Lutheran Hospital, a non‐profit general medical facility in Wheat Ridge in 1961. Lutheran Hospital became the Lutheran Medical Center which then became Exempla Health Care. In 2010, Exempla Healthcare joined with the Sisters of Charity of Leavenworth and was renamed SCL Health. The new hospital will expand and improve access to emergency and critical care in Jefferson County and west Denver. The hospital complex will employ about 2,000 people. It has 338 beds and will continue to operate as a Level II trauma center. (Booth, 2021) (SCL Health, 2021) Office market uncertainties remain and despite the need for medical services, the MOB sector have also seen higher vacancy rates recently. Further, ArLand Land Use Economics anticipates that the office market will return to historical market conditions in the coming years and anticipated medical office space will likely not be constructed until 2025‐2026. Although ArLand Land Use Economics believes that the MOB will ultimately be successful, we would recommend that the office market potentials be reviewed again prior to proposed construction. At that time, the office market would be normalized and better understood. The status of competitive office buildings would also be clearer at that time. Office Assessed Value Summary Per SF Low (2011‐2017) $235 High (2011‐2017) $258 Adjusted Average $275 Business Personal Property 2‐6% of Value Source: Jefferson County Assessors Office, ArLand Page 77 Despite the uncertainty, because this is the first MOB in the new location adjacent to the relocated SCL Health hospital, it is anticipated that there would be significant demand among medical personnel affiliated with the hospital and associated businesses. Table 51 summarizes the relevant MOB building details. Table 51. Summary Value and Schedule for SCL Health Medical Office Building District’s Planned Credit Union Office Building and Valuation Foothills Credit Union is currently building a 15,170 square foot office building at Clear Creek Crossing scheduled for completion in the Fall of 2021. Unlike many other credit unions which are primarily retail banking oriented, this particular building is primarily office. Because of this difference, relevant comparable buildings are not as readily available in the trade area. Our search for comparable projects did yield the projects found in Table 52. In Larimer County, a comparable, although smaller, Foothills Credit Union building was constructed in 2020. One credit union in Jefferson County – Partner Colorado Credit Union – is comparable, also. Values per square foot for the two projects shown range from $456 to $471 per square foot. Based primarily on the Larimer County’s Assessors valuation of a built‐to‐suit Foothills Credit Union building built in 2020, the estimated value of the Foothills Credit Union building at Clear Creek Crossing is $456 per square foot. Other summary details are shown in Table 53. Table 52. Assessor’s Value per Credit Union Square Foot Table 53. Summary Value and Schedule for Foothills Credit Union at Clear Creek Crossing Office Absorption Schedule Estimated Value Per SF Estimated Delivery / Construction Completion ‐ 2026 SCL Health Medical Office Building $275,000 130,000 SF Source: City of Wheat Ridge, Jefferson County Assessors Office, ArLand Property Name County Built Size (SF) Market Value / SF Partner Colorado Credit Union Jefferson 2016 13,292 $471 Foothills Credit Union Larimer 2020 9,276 $456 Source: Jefferson and Larimer County Assessors Office, ArLand Office Absorption Schedule Estimated Value per SF Estimated Delivery / Construction Completion ‐ 2021 Foothills Credit Union $456 15,170 SF Source: City of Wheat Ridge, Larimer County Assessors Office, ArLand Page 78 X. INDUSTRIAL This section will discuss industrial market trends and characteristics, followed by a discussion of potential industrial demand. The District has three industrial projects either recently built or currently under construction. They include: The Rocky Mountain Bottle Company recently reinvested $86 million in its plant and equipment. A 130,000 square foot industrial warehouse is under construction at I‐70 and Parfet. A 9,968 square foot industrial building was recently completed near 52nd Avenue and Ward Road for Hinkle Plumbing. 10.1 Industrial Market Characteristics Metro Denver’s industrial market has seen a continued increase in inventory between 2016 and Q2 2021 (Table 54). Vacancy rates have continuously increased from $6.96 per square foot (triple net) to $8.36 per square foot. Net absorption has been positive annually between 2016 and 2020 ranging from 2.8 million square feet to 3.6 million square feet. Construction / deliveries to the market has ranged from 3.3 million square feet to 5.1 million square feet. The first half of 2021 has seen the delivery of 2.6 million square feet to the Metro Denver market. Table 54. Metro Denver Industrial Characteristics Trade Area Industrial Inventory The trade area industrial market is comprised of approximately 23 million square feet of industrial space. Since 2016, approximately 530,000 square feet of industrial space has been added to the trade area (Table 55). Industrial space in the trade area is concentrated in Golden, Colorado, south of U.S. Highway 6 and on both sides of the Highway 58 and near major Interstate 70 interchanges in Wheat Ridge and Arvada. This includes at Ward Road, Kipling St., and north of I‐76 near Sheridan Boulevard (Figure 43). 2016 2017 2018 2019 2020 Q2 2021 Inventory (SF) (000s)199,518 205,377 209,223 213,877 218,802 221,455 Vacancy Rate 3.3% 3.9% 4.3% 5.1% 6.0% 6.9% Lease Rate $6.96 $7.49 $7.58 $7.95 $8.15 $8.36 % change 7.6% 1.2% 4.9% 2.5% 2.6% Net Absorption 2,572,406 3,632,423 2,062,645 2,833,094 2,790,010 367,691 Net Deliveries 4,380,951 5,106,066 3,290,626 4,653,606 4,925,157 2,627,256 Source: CoStar, ArLand, King Page 79 Table 55. Industrial Trade Area Inventory, 2016 to Q2 2021 Figure 43. Trade Area Industrial Source: CoStar, ArLand Year Number of Industrial Buildings Industrial Square Feet 2016 744 22,520,462 2017 746 22,558,262 2018 748 22,596,206 2019 753 22,734,210 2020 762 23,052,121 Q2 2021 762 23,052,121 Change 2016‐Q2 2021 18 531,659 Source: CoStar, ArLand Page 80 Industrial Market Vacancy Rates The vacancy rate for industrial space was very low from 2016 to Q2 2021, oscillating from 1.1% to 2.5% (Figure 44). In the first half of 2021, the vacancy rate is estimated at 2.3%. Figure 44. Industrial Trade Area Vacancy Rates, 2016 to Q2 2021 Source: CoStar, ArLand Industrial Market Construction/Deliveries A total of 799,114 square feet of industrial space was delivered in 2016 through 2020, with 40% of it delivered in 2020 (Figure 45). There were no deliveries in the first half of 2021. On average, 145,293 square feet was delivered annually from 2016 through Q2 2021. Figure 45. Industrial Space Deliveries, 2016 to Q2 2021` Source: CoStar, ArLand 1.8% 1.1% 1.7% 1.3% 2.5% 2.3% 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Year 267,455 37,800 37,944 138,004 317,911 0 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 2016 2017 2018 2019 2020 Q2 2021 Sq a r e Fe e t Year Page 81 Industrial Market Absorption Total net absorption from 2016 through Q2 2021 was 541,217 square feet (Figure 46). Annual net absorption was positive in all years except 2018 when absorption was negative 85,220 square feet. On average, 98,403 square feet was absorbed annually from 2016 to Q2 2021. Figure 46. Industrial Space Net Absorption, 2016 to Q2 2021 Source: CoStar, ArLand Industrial Deliveries, Absorption, and Vacancy Rates (combined) Between 2016 and 2019, the vacancy rate remained below 2.0%. There had been some deliveries along with space absorption during this time. Although there have been fluctuations in deliveries, absorption in general has been strong, with the exception of 2018. With the construction and delivery of over 300,000 square feet of industrial space in 2020 (and the advent of the pandemic), the vacancy rate increased slightly. There has, however, been some absorption in 2020 and through the first half of 2021. Figure 47. Industrial Deliveries, Net Absorption and Vacancy, 2016 to Q2 2021 Source: CoStar, ArLand 53,002 141,340 173,797 (85,220) 210,938 47,811 52,551 (150,000) (100,000) (50,000) 0 50,000 100,000 150,000 200,000 250,000 2015 2016 2017 2018 2019 2020 Q2 2021 Sq u a r e Fe e t Year 0.0% 0.5% 1.0% 1.5% 2.0% 2.5% 3.0% (150,000) (100,000) (50,000) 0 50,000 100,000 150,000 200,000 250,000 300,000 350,000 2015 2016 2017 2018 2019 2020 Q2 2021 Va c a n c y Ra t e Sq u a r e Fe e t Year Net Deliveries Net Absorption Vacancy Page 82 Industrial Market Lease Rates The market for industrial space has been strong since 2016 with consistently rising lease rates, although with decreasing rates of growth per year over this time. The average annual rate of lease rate growth was 5.2% from 2016 to 2020. Market rent rose again in the first quarter of 2021 to $11.76 per square foot (triple net), a 0.7% increase from the 2020 rate. Figure 48. Industrial Market Rent per Square Foot, 2016 to Q2 2021 Source: CoStar, ArLand 10.2 Industrial Demand Several industrial warehouse buildings are being planned in the District. Trade area industrial demand for 2021‐2025 is forecast based on 1) absorption 2) construction / deliveries, and 3) specific project characteristics of one of the more prominent industrial warehouse projects in the District. Absorption and Construction / Deliveries Trends Method Average industrial space absorption in the trade area between 2016 and 2020 has been about 98,400 square feet annually. Average construction / deliveries in the trade area between 2015 and 2020 has been about 145,300 square feet annually. Average annual industrial trade area demand is forecast to range from 98,400 square feet to 145,300 square feet annually from 2021 through 2025. The first half of 2021 has already seen the absorption of nearly 53,000 square feet. Projects Planned / Under Construction Table 56 and Figure 49 shows that 262,258 square feet of industrial space is either proposed or under construction in the trade area. Axis 70 West in the District is reportedly 100% occupied, prior to completion, as is the majority of other projects. $8.86 $9.52 $10.30 $11.06 $11.53 $11.68 $11.76 $8.50 $9.00 $9.50 $10.00 $10.50 $11.00 $11.50 $12.00 2015 2016 2017 2018 2019 2020 Q2 2021 Re n t pe r Sq u a r e Fo o t Year Page 83 Table 56. Industrial Projects Proposed, Planned, and Under Construction Figure 49. Industrial Projects Proposed, Planned, and Under Construction Source: CoStar, ArLand Map ID Property Name Property Address RBA Building Status Year Built Percent Leased 1Axis 70 West 4990 Parfet St 142,200 Under Construction 2022 100 2 14420 W 67th Ave 12,000 Proposed 2021 50 3Bobcat Site 15650 W 6th Ave 27,392 Proposed 2022 100 49675 W 108th Cir 145,000 Under Construction 2021 100 51260 Brickyard Dr 26,230 Proposed 2022 100 61300 Brickyard Dr 14,386 Under Construction 2021 100 76762 Fig St 37,250 Proposed 2022 100 Total (without Axis West) 262,258 Source: CoStar, ArLand Note: the Total excludes Axis 70 West which is a District project. Page 84 10.3 Industrial Capture Rate Calculation Based on projected trade area demand between 2021 and 2025 of 98,400 to 145,300 square feet annually, the estimated five year demand for industrial space is 492,000 to 726,500 square feet (Table 57). After subtracting 262,258 square feet of planned industrial, remaining demand is 229,742 to 464,242 square feet of demand. Although the projected market share of the District’s planned project is is 31% to 62% which is a significant share of future demand, the project is 100% preleased, as are most of the other planned and under construction projects in the trade area. Due to the circumstances of the project, the ratio is reasonable. Table 57. Industrial Capture Rate Calculation 10.4 Industrial Valuation According to the City of Wheat Ridge, the planned 142,200 square foot industrial building is primarily warehouse space for one tenant. The building permit is an estimated $12 million which is about $84 per square foot. Although further project information is unknown, the lease rate is likely in the $7‐$11 per square foot range (triple net). A smaller 9,968 square foot industrial building was completed in the District for Hinkle Plumbing. In 2021, the Jefferson County Assessor valued the building at $81 per square foot. Industrial Comparable Projects Recently built comparable industrial projects are shown in Table 58 and Figure 50. There are two recently built projects in Arvada that are still leasing up. The rest are fully leased. Lease rates range from $7 to $11 per square foot. Industrial capture rate: Low (SF)High (SF) Forecast trade area annual industrial demand 98,400 145,300 2021‐2025 estimated trade area total industrial demand 492,000 726,500 Planned and Under Construction Industrial 262,258 262,258 Forecast trade area industrial demand 2021‐2025 229,742 464,242 District industrial sf 142,200 142,200 District industrial capture rate 62% 31% Source: ArLand Industrial Capture Rate Calculation Page 85 Table 58. Trade Area Comparable Industrial Projects Figure 50. Industrial Comparable Projects Source: CoStar, ArLand Of these projects, the most relevant are shown in Table 59 along their estimated values per square foot. The planned 130,000 square foot industrial project is for a single tenant who preleased the space. Map ID Property Name Property Address RBA (SF) Estimated Rent ($/SF) Year Built Vacancy % 1FedEx 12405 W 112th Ave 211,030 $7‐$9 2016 0.0% 2Mountain Gateway 15025 Robb St 59,731 $8‐$10 2020 100.0% 3Mountain Gateway 25045 Robb St 82,436 $8‐$10 2020 85.7% 4Build to Suit 16201 Table Mountain Pky 68,000 $9‐$11 2019 0.0% 5Bear Mountain ADI 14250 W 67th Ave 75,000 $9‐$11 2020 0.0% Total/Average 421,197 37.1% Source: CoStar, ArLand Page 86 Table 59. Assessor’s Values per Industrial Square Foot The valuation of recently built industrial projects ranges from $56 per square foot to about $121 per square foot for an average value of approximately $88 per square foot (Table 60). The estimated market valuation for the Axis 70 West building, upon completion, is $88 per square foot. Hinkle Plumbing’s assessor’s market valuation is approximately $81 per square foot. Table 61 shows the estimated market valuations and schedules for Axis 70 West and Hinkle Plumbing. Table 60. Industrial Assessed Value Summary Table 61. Summary Values and Schedules for District Industrial 10.5 Rocky Mountain Bottle Company Improvements One of the District’s major industrial companies, Rocky Mountain Bottle Company (“RMBC”) made a substantial investment at its existing facility in Wheat Ridge in 2018 through 2020, which had not received significant capital investment since 2011. These projects include upgrading and replacing equipment to maximize energy efficiency, lower emissions, improve reliability and safety. It also includes improvements to add capacity and new technology for production monitoring and quality inspections. (Rocky Mountain Bottle Company, 2018) Property Name County Built Market Value / SF Mountain Gateway Jefferson 2020 $56 Jeffco Build to Suit Jefferson 2019 $121 Bear Mountain ADI Jefferson 2020 $57 Source: Jefferson County Assessors Office, ArLand Industrial Assessed Value Summary Per SF Low $56 High $121 Average $88 Business Personal Property 2‐6% of Value Source: Jefferson and Broomfield County Assessors Office, ArLand Industrial Absorption Schedule Value Estimated Delivery / Construction Completion ‐ 2022 Size (SF) Axis 70 West $88 / SF 2022 142,200 Hinkle Plumbing $81 / SF 2021 9,968 Source: City of Wheat Ridge, Larimer County Assessors Office, ArLand Page 87 RMBC is a glass container manufacturing joint venture (“JV”) between Owens‐Illinois, Inc. (“OI”) and MillerCoors (“MC”). RMBC traces its roots back to the Columbine Glass Company, which was founded in 1970 producing about 450,000 bottles per day at the same site being used today. After being purchased by Coors container business and entering into a partnership with Anchor Glass Container, the JV was formed in 1995. O‐I purchased the glass container assets of Anchor Glass Container in 1997 and has been the JV partner since that time, partnering with MC since 2008. RMBC is part of both the O‐I manufacturing network and the MC enterprise (Rocky Mountain Bottle Company, 2018). O‐I (NYSE: OI) is the world's largest glass container manufacturer and preferred partner for many of the world's leading food and beverage brands. The O‐I had revenues of $6.9 billion in 2017 and employs more than 26,500 people at 78 plants in 23 countries. With global headquarters in Perrysburg, Ohio, O‐I delivers safe, sustainable, pure, iconic, brand‐building glass packaging to a growing global marketplace. O‐I’s principal markets for glass container products are in Europe, North America, Latin America and Asia Pacific. In North America, O‐I has 19 glass container manufacturing plants in the U.S. and Canada, and one other joint venture. O‐I has the leading share of the glass container segment of the U.S. rigid packaging market, however it faces strong competition from other form of rigid packaging such as aluminum and plastic containers, as well as non‐rigid packaging alternatives. Low cost is a key strength in competing successfully in the rigid packaging market, since glass is more expensive than the alternatives (i.e.: glass is 30% higher in cost than aluminum cans). (Rocky Mountain Bottle Company, 2018) Locally, RMBC is one of the largest private employers in the City of Wheat Ridge and part of the targeted industry cluster of Beverage Production in Jefferson County, which has a significant local economic impact. At the state‐level, the Company is part of the Food & Agriculture industry, which is designated a key industry for the state of Colorado and a critical driver of the state’s overall economy. The facility is approximately 400,000 square feet, on 17.5 acres, and includes a recycling facility which processes cullet (recycled glass) used in the manufacturing process. The plant currently makes six (6) different bottle types and about 3.5 million bottles per day for over 30 varieties of beer. The bottles are shipped primarily to MC brewery locations in California, Colorado, Texas and Wisconsin. The breweries are in close proximity to O‐I glass plants, which also supply bottles to the breweries (Rocky Mountain Bottle Company, 2018). The building permit valuation for the improvements to the plant and equipment made at the RMBC in 2018 was $86 million, however, the Jefferson County Assessor’s office valued the building and improvements (including old and new plant and equipment) in 2021 at $48.8 million. Because the parent company has a large number of properties in Jefferson County, the RMBC valuation was part of a larger agreement across a number of the company’s Jefferson County properties for 2019 and 2020 only. Because the parent company is expected to Page 88 continue to make improvements throughout its properties, these values are expected to rise in the future. The Rocky Mountain Bottle Company is mentioned because of its presence in the URA, but its potential contribution to future TIF revenues has been excluded from the associated financial analysis in order to present the most conservative revenue scenario. However, it is anticipated that past and future investments into the facility will be reflected in future positive contributions to URA tax revenue. The assessor’s market values for the Rocky Mountain Bottle Company are shown in Table 62. Table 62. Summary Values for the Rocky Mountain Bottle Company Industrial Absorption Schedule 2018 2019 2020 2021 Rocky Mountain Bottle Company Land and Building 11,358,910 24,242,400 11,358,910 $11,358,910 Business Personal Property 24,718,333 17,908,204 44,864,179 $37,415,372 Valuation 36,077,243 42,150,604 56,223,089 $48,774,282 Source: Jefferson County Assessors Office, ArLand Page 89 Booth, M. (2021, June 1). Lutheran Medical Center making a $650 million move just a few miles west in Wheat Ridge, opening up prime land for redevelopment. Colorado Sun. City of Wheat Ridge. (2021, June). Ridge, C. o. (2021, June). Communication from City of Wheat Ridge. Rocky Mountain Bottle Company. (2018, September 21). Rocky Mountain Bottle Company Project Profile. 2018. SCL Health. (2021, June 2). Retrieved from https://www.sclhealth.org/locations/lutheran‐medical‐center/about/ DISCLAIMER ArLand Land Use Economics and King & Associates, Inc. have reviewed real estate market conditions in Metro Denver, and the trade areas to assess development potential in the I‐70 Kipling Corridors project area. Readers of this report should understand that real estate market conditions are dynamic and that unforeseen factors can have a negative impact, sometimes materially, on market conditions in the region, trade areas and the project. The findings and conclusion put forth within this report are based on information and market conditions as of its date and should not be interpreted as a guarantee of development potential and ultimate project performance. COVID ‐ 19 DISCLAIMER Research and analysis of this report was completed in 2020 and 2021 (to date). During this time the COVID ‐ 19 virus has become a significant factor to global health with yet‐to‐be determined economic impacts. The conclusions and findings of this report do not adjust for impacts that may occur within national and local real estate markets that may result from the COVID ‐ 19 virus. Therefore, ArLand Land Use Economics and King & Associates, Inc. do not make any claims or guarantees there will be no resulting real estate market impacts resulting from the COVID ‐ 19 virus within local real estate markets or the I‐70 Kipling Corridors Urban Renewal District. (THIS PAGE INTENTIONALLY LEFT BLANK) G-1 APPENDIX G FINANCIAL FORECAST (THIS PAGE INTENTIONALLY LEFT BLANK) WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE, COLORADO) FORECASTED CASH RECEIPTS AND DISBURSEMENTS FOR THE YEARS ENDING DECEMBER 31, 2021 THROUGH 2040 November 1, 2021 Board of Directors Wheat Ridge Urban Renewal Authority Wheat Ridge, Colorado Management (as defined herein) is responsible for the accompanying forecast of cash receipts and disbursements of the Wheat Ridge Urban Renewal Authority (herein referred to as the “Authority”) for the debt service fund established in connection with the Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 for the years ending December 31, 2021 through 2040, and the related summaries of significant assumptions and accounting policies. Such forecast was prepared in accordance with guidelines for the presentation of a financial forecast established by the American Institute of Certified Public Accountants (AICPA). We have performed a compilation engagement in accordance with the Statements on Standards for Accounting and Review Services Committee of the AICPA. We did not examine or review the financial forecast nor were we required to perform any procedures to verify the accuracy or completeness of the information provided by Management. Accordingly, we do not express an opinion, a conclusion, nor provide any form of assurance on this forecast. The accompanying presentation of projected surplus cash balances and cash receipts and disbursements for the years ending December 31, 2021 through 2040 under the hypothetical assumption described in Note 11 are presented as an alternative to the forecast and are not part of the forecast. The projections are provided for additional analysis only and should not be used for any other purpose. We express no assurance of any kind on the projections. The forecasted results may not be achieved as there will usually be differences between the forecasted and actual results because events and circumstances frequently do not occur as expected, and these differences may be material. We have no responsibility to update this report for events and circumstances occurring after the date of this report. Certified Public Accountants and Consultants 1099 Eighteenth Street - Suite 2300 Denver, Colorado 80202 Telephone: (303) 296-2229 Facsimile: (303) 296-3731 www.causeycpas.com Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 1 NOTE 1 Purpose and limitations of forecast: The following forecast is based on information provided by representatives of the Authority, collectively referred to herein as “Management”. The forecast was prepared for the purpose of showing the amount of funds available to pay the debt service requirements of the Tax Increment Revenue Refunding and Improvement Bonds,(I-70/Kipling Corridors) Series 2021 (herein referred to as the “Bonds”) to be issued by the Authority. The Bonds will be secured by and payable from moneys derived by the Authority from ad valorem property taxes more specifically described in Note 3 below. The forecast displays how the proposed Bonds will be repaid from forecasted cash receipts and disbursements. The forecast presents, to the best of Management’s knowledge and belief, the expected cash receipts and disbursements for the forecast period for the Debt Service Fund of the Authority. Accordingly, the forecast reflects Management’s judgement as of November 1, 2021 of the expected conditions within the Plan Area (as defined herein) and the Authority’s expected course of action. The assumptions disclosed herein are those that Management believes are significant to the forecast, however, they are not all-inclusive. There will usually be differences between forecasted and actual results because circumstances and events frequently do not occur as planned and those differences may be material. Certain assumptions relating to the market values of property, the development schedule for properties and the rate of inflation for property values are particularly sensitive. A small variation in these assumptions could have a large effect on the forecasted results and there is a high probability that the forecasted assessed values derived from these assumptions will differ from the actual future assessed values. The spread of the coronavirus disease 2019 (“COVID-19”) is currently altering the behavior of businesses and people in a manner that is having significant negative effects on global, national, and local economies. While availability of vaccines moved to the full population in April 2021, still unknown is the efficacy and “take-up” rate among the population, which will play a large role in the future outlook for the local economy, the state, as well as the nation. With regards specifically to the Authority, the full impact of COVID-19 on future development and growth in assessed valuations and collection of taxes as presented in this forecast is unknown. Market values of new residential and commercial development are based on 2021 values as provided in the Market Study (as defined herein) and adjusted for inflation. Unfinished lots are valued as a percentage of the 2020 market value and are not adjusted for inflation. The market values per unit for new residential properties are forecasted to increase at 2.0% compounded annually starting in 2021 through the end of the build out period in 2024. The anticipated market value for each property is multiplied by the number of residential units completed during the year to determine the market value of property at completion. The market values per square foot for new commercial development are forecasted to increase at 2.0% compounded annually starting in 2021 through the end of the build out period in 2026. The anticipated market value per square foot is multiplied by the total square footage completed during the year to determine the market value of property at completion. For both residential and commercial property, absorbed unfinished lots are assumed to be completed after a 1-year construction period. After construction, the value of the corresponding unfinished land is reduced and the market value of finished properties are added to the cumulative market value of developed property. Such cumulative market values of developed Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 2 properties are assumed to increase a rate of 2% biennially pursuant to biennial reassessment of property required by State statute. NOTE 2 The Authority and The Plan Area: The Authority was created by the City Council of the City of Wheat Ridge, Colorado (herein referred to as the “City”) in 1977, and is a body corporate organized and existing as an urban renewal authority established pursuant to the State’s Urban Renewal Law for the purpose of undertaking certain urban renewal activities within the City. The Authority has five existing urban renewal areas; however, only the area covered by the I- 70/Kipling Corridors Urban Renewal Plan (herein referred to as the “Plan”) generates Pledged Revenues (as defined in the Indenture and described in Note 3 below). For purposes of this forecast, the area governed by the Plan is referred to as the “Plan Area”. The boundaries of the Plan Area generally include properties roughly following a U-shaped corridor that runs north along Interstate-70 beginning at 32nd Avenue, then east along I-70 until Kipling Street and finally South along Kipling Street until 26th Avenue. Within the Plan Area there are a number of projects recently completed, under construction or scheduled for development. Each of these projects are described in more detail within the Market Study. For purposes of this forecast, these projects are collectively referred to as the “New Development”. One of the most significant projects within the New Development is a 110-acre mixed use development known as Clear Creek Crossing which is planned to include residential development consisting of 310 multifamily apartment townhome units as well as mixed use projects for a 130,000 square foot medical office building and a 111,000 square foot fitness center. Other planned construction within Clear Creek Crossing includes a 125 room hotel, a 5,700 square foot gas station, a 15,170 square foot office space which will be a branch of Foothills Credit Union and an additional 25,000 square feet zoned for retail development. Additional projects within the New Development include 264 single family attached housing units to be built as part of the Ridge at Ward Road Station and the Hance Ranch Townhomes. Commercial and industrial development include a 142,000 square foot industrial office complex known as Axis 70 West, a 6,500 square foot retail center known as Applewood Village, a 9,968 square foot headquarters for Hinkle Plumbing and a 5,300 square foot facility being built to house a Christian Brother’s automotive repair shop. For purposes of this forecast, the various projects within the New Development are classified into five distinct project areas (each a “Project Area” and collectively referred to as the “New Development Project Areas”) based on the mill levy rates applied to property within each of the various project areas. The New Development Project Areas, applicable mill levy rates and property descriptions within each area are summarized as shown in Table 1 of Note 3 below. The absorption period for new construction in the New Development is expected to occur over a five year period which began in 2020 and is expected to end in 2024. Multifamily units in the Clear Creek Crossing are expected to be completed in 2021. Construction has already begun on residential townhomes within the Hance Ranch and Ridge at Ward Road subdivisions as well as certain commercial projects. The development schedules for the New Development are discussed in more detail in the Market Study and summarized within Exhibits B-3, C-3, D-3 E-3 and F-3 of this forecast. Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 3 NOTE 3 Forecast Revenues: The primary source of revenue pledged for payment of debt service is the collection of ad valorem property taxes, specifically the Pledged Property Tax Increment Revenues defined in the Indenture. Pledged Property Tax Increment Revenues means, for each fiscal year, that portion of ad valorem property taxes received by the Authority from the Jefferson County Treasurer that was produced by the levy at the rates fixed each year by and for each governing body of the various taxing jurisdictions within or overlapping the Plan Area upon that portion of the valuation for assessment of all taxable property within the Plan Area which is in excess of the base value of property in the Plan Area (herein referred to as the “Base Amount”). Pursuant to State law, changes in assessed value in the Plan Area resulting from new development become a part of the property tax increment. In the case of valuation increases resulting from biennial reassessments, any increase or decrease in assessed value which may occur as a result of such general reassessment is not attributable entirely to the property tax increment. Rather, such increase or decrease is allocated proportionately between the Base Amount and the property tax increment so as to maintain the same ratio between the Base Amount and the then existing property tax increment as existed prior to the reassessment. In this way, both the Authority and the overlapping taxing jurisdictions receive their proportionate share of any changes in assessed value resulting from statutorily mandated reassessments. The forecast includes Pledged Property Tax Increment Revenues for the New Development, calculated as discussed in more detail below, and the revenues for existing development in the Plan Area. In the existing developed areas, the revenue generated will be equal to the incremental value in excess of the Base Amount. The annual amounts of the estimated available property tax increment revenues are summarized in Exhibit A of this forecast and were calculated and summarized in Table 1 of the Ricker Cunningham Study discussed in Note 7 below. With respect to existing developed property in the Plan Area, the Authority is a party to eight agreements (together, the “Prior Obligations”) pursuant to which it has agreed to share or reimburse portions of the property tax increment generated in the Plan Area. The amount of property tax increment revenue required to be paid pursuant to each of the Prior Obligations will not constitute Pledged Property Tax Increment Revenue. This means that property tax increment revenue derived from the Plan Area will be used to pay the Prior Obligations before any property tax increment revenue is available to pay the Bonds. Once the remaining tax increment requirement for the respective Prior Obligations has been met, the annual cumulative property tax increment becomes available as a Pledged Property Tax Increment Revenue for the Bonds. Properties within the New Development are not subject to the Prior Obligations. For each of the New Development Project Areas, the forecast assumes the tax increment will equal the revenue generated by the applicable mill levies applied to 100% of assessed value in the New Development. Revenue will be generated for each respective Project Area at mill rates shown in Table 1 below: Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 4 Table 1 – New Development Project Areas Project Area Mill Rate Property Description Property Classification Project Area 191.475 Ridge at Ward Road and Hance Ranch Townhomes and Hinkle Plumbing Residential/Industrial Project Area 297.010Clear Creek Crossing Residential/Mixed Commercial Project Area 391.680Axis 70 West Industrial Project Area 4 92.990 Applewood Retail Retail Project Area 594.970Christian Brothers Automotive Center Retail The Property Tax Base Amount has been established for a 25-year period for the Plan Area and the tax increment period ends in the year 2040. No tax increment may be collected in the Plan Area past 2040 even for the purpose of paying any unpaid debt service Therefore, the forecast does not include any revenue projections beyond 2040. On November 3, 2020, a majority of voters in the State of Colorado approved Colorado Amendment B – Gallagher Amendment Repeal and Property Tax Assessment Rates (herein referred to as “Amendment B”) which repealed the Gallagher Amendment to the State Constitution. The Gallagher Amendment had previously required that statewide residential assessed values must be approximately 45% of total assessed values. To comply with the Gallagher Amendment, the Colorado State General Assembly would adjust the residential assessment rate on a biennial basis so as to keep the statewide residential assessed value at the required ratio. As a result of the passage of Amendment B, the General Assembly is no longer required to establish residential assessment rates based on the formula expressed in the Gallagher Amendment. Further, pursuant to Senate Bill 21- 293 adopted by the Colorado General Assembly and signed by the Governor on June 23, 2021, a new subclass of residential property has been created consisting of multi-family residential property that is a duplex, triplex, or multi-structure of four or more units. For property classified as residential property other than multi-family residential property, the valuation for assessment is 7.15%, except that, for property tax years commencing on January 1, 2022, and January 1, 2023, the valuation of such property is temporarily reduced to 6.95% of its statutory actual value. This provision takes effect only if, at the November 1, 2021 statewide election, a majority of voters approve a measure concerning property tax reductions, and, in which case, the provisions take effect simultaneously with the measure. There is no assurance that the assessment rates for residential property will not increase or decrease further after the temporary reduction period expires. Property within the Plan Area is assumed to be assessed annually as of January 1st and the related tax revenue is assumed to be received in the subsequent year. Thus, the assessed values for collection year 2022 are assumed to be equal to the estimated assessed values within the Plan Area for calendar year 2021. Forecast revenues are net of collection fees and estimated uncollectable amounts. The County Treasurer currently charges a fee for the collection of property taxes. The forecast assumes the revenues from mill levy property taxes will be reduced for the County Treasurer’s 1.0% fee. It is assumed an additional 0.50% of taxes will be uncollectable. Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 5 NOTE 4 Trustee Fees: The Authority will pay Trustee fees in the amount of $7,000 for the Bonds beginning in 2022 and annually each year thereafter until the Bonds are repaid in full. NOTE 5 Bond Assumptions: The Bonds are expected to be issued on November 9, 2021 in the principal amount of $42,105,000. Proceeds of the Bonds will be used to: (i) repay the Authority’s obligations under a Loan Agreement dated October 18, 2018 (herein referred to as the “2018 Loan”), which is outstanding in the aggregate principal amount of $6,375,000; (ii) fund improvements in the Plan Area; (iii) fund capitalized interest; (iv) fund a reserve fund; and (v) pay the costs of issuing the Bonds. The Bonds are secured by the Property Tax Increment Revenues described in Note 3, as well as a capitalized interest fund and a debt service reserve fund. The capitalized interest fund in an amount of approximately $3,148,863 and the debt service reserve fund, in an amount of approximately $4,210,500, will be funded from proceeds of the Bonds. The Bonds are assumed to bear interest at rates of 4.00% to 5.00% per annum (as shown in Exhibit G attached hereto) from the issuance date until December 1, 2040, which is the scheduled final maturity date of the Bonds. Interest is payable semi-annually on June 1 and December 1 (each herein referred to as a “Interest Payment Date”) beginning on June 1, 2022. Annual payments of principal are due on December 1 of each year beginning December 1, 2022 until the Bonds are repaid in full. The Bonds are subject to prepayment beginning on December 1, 2031. The forecast assumes no such prepayment to occur. To the extent any interest payment on the Bonds is not paid when due, such unpaid interest will compound semiannually on each Interest Payment Date at the rate then borne by the Bonds. The Bonds are secured by the Pledged Revenues pursuant to that certain Trust Indenture dated as of November 9, 2021 (herein referred to as the “Indenture”) between the Authority and BOKF, N.A., as trustee. Users of this forecast are encouraged to read the Indenture in conjunction with such use NOTE 6 Market Study: The Authority retained King & Associates, Inc., Denver, Colorado, and ArLand Land Use Economics to provide an independent market study and absorption forecast (herein referred to as the “Market Study”) of residential and commercial development to occur within the Plan Area. The Market Study provided estimates related to (a) the reasonableness of planned land uses in the Plan Area, (b) the schedule of construction for the New Development, (c) estimated market value for real property in the New Development and (d) estimated annual appreciation of market values for real property. The assumptions used in the forecast are consistent with the assumptions presented in the Market Study. Users of this forecast are encouraged to read the Market Study in conjunction with such use. NOTE 7 Ricker|Cunningham TIF Estimates: The Authority has retained Ricker|Cunningham Inc. to provide an estimate of property tax increment revenues in the Plan Area. This forecast relies upon the Ricker|Cunningham calculations for the amounts of Pledged Property Tax Increment Revenues available within the existing development. Such annual amounts are summarized in Exhibit A Wheat Ridge Urban Renewal Authority Summary of Significant Assumptions and Accounting Policies 6 attached hereto and shown in further detail within the Ricker|Cunningham analysis. Users of this forecast are encouraged to read the Ricker|Cunningham analysis in conjunction with such use. NOTE 8 Improvements: The forecast assumes an amount of $36,310,978 from proceeds of the Bonds will be deposited into a project fund to finance public improvements in the Plan Area. Any additional costs for public or private infrastructure improvements and the sources of funding for any such improvements that may be needed to support the development of property within the Plan Area are not reflected in the forecast. NOTE 9 Interest Earnings: The forecast assumes no interest income earnings on fund balances. NOTE 10 Basis of Accounting: The basis of accounting for this forecast is the cash basis, which is a basis of accounting different from that required by generally accepted accounting principles under which the Authority will prepare its financial statements. NOTE 11 Hypothetical Alternative Scenario: Under the Alternative Scenario, the projection assumes a slower build-out of the New Development, specifically certain properties that are assumed to be completed in calendar years 2023 and thereafter in the forecast have development schedules extended by up to two years. In Project Area No. 1, the delivery of the remaining units of the Ridge at Ward Townhomes (assumed to be completed in 2024 in the forecast) are completed with a two- year delay and final absorption occurring in calendar year 2026. In Project Area No. 2, the delivery schedule for the CCC Retail and CCC Fitness parcels (assumed complete in 2023 in the forecast) is delayed by a year and is assumed complete in 2025. The SCL Medical Office (assumed to be completed in 2026 in the forecast) is delayed two years with the final absorption occurring in calendar year 2028. The debt service fund reflects less pledged revenues available to pay the Bonds and lower debt service coverage ratios. The Bonds are paid on time through the final maturity date in 2040. The projected cash flows under the Alternative Scenario are presented in Exhibits H through H-22 attached hereto. EXHIBIT A WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF DEBT SERVICE FUND ACTIVITY Revenue Receipts TIF Revenue Allocable to: Treasurer Excess New Net Collection 2021 Bonds Revenue Debt Collection Development Existing Property Fees Trustee Net Revenue Debt Service Above Service Year (Exhbit A-1) Development* Tax Revenue 1.00% Fees Receipts (Exhibit G) Requirement Coverage 2021 $66,820 $66,820 ($668) $66,152 - $66,152 N/A 2022 541,624 541,624 (5,416) ($7,000) 529,208 $414,401 114,807 127.7% 2023 1,718,941 $88,141 1,807,082 (18,071) (7,000) 1,782,011 1,418,350 363,661 125.6% 2024 2,126,792 91,908 2,218,700 (22,187) (7,000) 2,189,513 1,713,700 475,813 127.8% 2025 3,018,699 88,901 3,107,600 (31,076) (7,000) 3,069,524 2,453,700 615,824 125.1% 2026 3,104,036 127,654 3,231,690 (32,317) (7,000) 3,192,373 2,549,100 643,273 125.2% 2027 3,199,363 124,225 3,323,588 (33,236) (7,000) 3,283,352 2,624,500 658,852 125.1% 2028 4,239,653 204,013 4,443,666 (44,437) (7,000) 4,392,229 3,510,500 881,729 125.1% 2029 4,239,653 200,215 4,439,868 (44,399) (7,000) 4,388,469 3,510,500 877,969 125.0% 2030 4,324,446 206,827 4,531,273 (45,313) (7,000) 4,478,960 3,580,750 898,210 125.1% 2031 4,324,446 202,915 4,527,361 (45,274) (7,000) 4,475,087 3,577,500 897,587 125.1% 2032 4,410,935 209,660 4,620,595 (46,206) (7,000) 4,567,389 3,649,000 918,389 125.2% 2033 4,410,935 205,631 4,616,566 (46,166) (7,000) 4,563,400 3,645,800 917,600 125.2% 2034 4,499,155 458,078 4,957,233 (49,572) (7,000) 4,900,661 3,918,800 981,861 125.1% 2035 4,499,155 446,280 4,945,435 (49,454) (7,000) 4,888,981 3,906,800 982,181 125.1% 2036 4,589,138 463,307 5,052,445 (50,524) (7,000) 4,994,921 3,995,600 999,321 125.0% 2037 4,589,138 451,155 5,040,293 (50,403) (7,000) 4,982,890 3,986,000 996,890 125.0% 2038 4,680,921 468,523 5,149,444 (51,494) (7,000) 5,090,950 4,071,600 1,019,350 125.0% 2039 4,680,921 456,006 5,136,927 (51,369) (7,000) 5,078,558 4,058,400 1,020,158 125.1% 2040 4,774,537 473,721 5,248,258 (52,483) (7,000) 5,188,775 989,500 4,199,275 524.4% 72,039,309$ 4,967,160$ 77,006,469$ (770,065)$ (133,000)$ $76,103,404 57,574,501$ * Provided by Ricker and Cunningham This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 7 EXHIBIT A-1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SU M M A R Y O F A S S E S S E D V A L U E S A N D T I F R E V E N U E D E R I V E D F R O M N E W D E V E L O P M E N T As s e s e d V a l u e s o f P r o p er t y Ne t M i l l L e v y R e v e n u e s @ 9 9 . 5 0 % Pr o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 P r o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 As s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d T o t a l M i l l L e v y Mi l l L e v y Mil l L e v y Mi l l L e v y Mil l L e v y Total B o n d D e b t t o Ca l e n d a r C o l l e c t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n A s s e s s e d R e v e n u e R e v e n u e R e v e n u e R e v e n u e R e v e n u e M i l l L e v y Princi p al A s s e s s e d V a l u e AV Y e a r Y e a r ( E x h i b i t B ) ( E x h i b i t C ) ( E x h i b i t D ) ( E x h i b i t E ) ( E x h i b i t F ) V a l u e 9 1 . 4 7 5 9 2 . 4 1 0 9 1 . 6 8 0 9 2 . 9 9 0 9 4 . 9 7 0 R e v e n u e O u t s t a n d i n g Covera g e 20 2 0 2 0 2 1 $ 8 2 , 8 8 2 $ 6 4 4 , 6 7 0 $ 7 2 7 , 5 5 2 $ 7 , 5 4 4 $ 5 9 , 2 7 6 $66,820 20 2 1 20 2 2 1 , 7 1 0 , 0 6 8 3 , 7 8 7 , 5 3 8 $ 3 6 2 , 8 9 4 $ 4 8 , 8 7 7 5 , 9 0 9 , 3 7 7 1 5 5 , 6 4 6 3 4 8 , 2 5 6 $ 3 3 , 1 0 4 $ 4 , 6 1 9 5 4 1 , 6 2 4 $41,945,000 7 1 0 % 20 2 2 2 0 2 3 5 , 2 0 7 , 3 8 2 9 , 2 7 3 , 8 3 2 3 , 7 0 1 , 5 2 3 $ 8 1 , 0 5 5 4 9 8 , 5 4 1 1 8 , 7 6 2 , 3 3 3 4 7 3 , 9 6 3 8 5 2 , 7 1 0 3 3 7 , 6 5 9 $ 7 , 4 9 9 4 7 , 1 0 9 1 , 7 1 8 , 9 4 1 40,760,000 217% 20 2 3 2 0 2 4 7 , 7 8 6 , 2 9 5 1 0 , 3 0 5 , 9 6 4 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 2 3 , 2 1 9 , 6 2 0 7 0 8 , 6 9 0 9 4 7 , 6 1 2 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 2 , 1 2 6 , 7 9 2 40,760,000 176% 20 2 4 2 0 2 5 9 , 3 6 4 , 2 7 4 1 8 , 4 4 4 , 0 7 9 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 3 2 , 9 3 5 , 7 1 4 8 5 2 , 3 1 4 1 , 6 9 5 , 8 9 5 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 3 , 0 1 8 , 6 9 9 40,020,000 122% 20 2 5 2 0 2 6 9 , 8 2 5 , 8 2 0 1 8 , 8 1 2 , 9 6 1 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 3 , 8 6 8 , 6 8 9 8 9 4 , 3 2 3 1 , 7 2 9 , 8 1 3 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 3 , 1 0 4 , 0 3 6 39,155,000 116% 20 2 6 2 0 2 7 9 , 8 2 5 , 8 2 0 1 9 , 8 4 9 , 7 1 1 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 4 , 9 0 5 , 4 3 9 8 9 4 , 3 2 3 1 , 8 2 5 , 1 4 0 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 3 , 1 9 9 , 3 6 3 38,180,000 109% 20 2 7 2 0 2 8 1 0 , 0 2 2 , 3 3 7 3 0 , 8 6 4 , 7 0 9 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 4 6 , 2 2 1 , 5 5 3 9 1 2 , 2 0 9 2 , 8 3 7 , 9 4 7 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 4 , 2 3 9 , 6 5 3 36,280,000 78% 20 2 8 2 0 2 9 1 0 , 0 2 2 , 3 3 7 3 0 , 8 6 4 , 7 0 9 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 4 6 , 2 2 1 , 5 5 3 9 1 2 , 2 0 9 2 , 8 3 7 , 9 4 7 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 4 , 2 3 9 , 6 5 3 34,285,000 74% 20 2 9 2 0 3 0 1 0 , 2 2 2 , 7 8 4 3 1 , 4 8 2 , 0 0 3 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 1 4 5 , 9 8 4 9 3 0 , 4 5 3 2 , 8 9 4 , 7 0 6 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 2 4 , 4 4 6 32,120,000 68% 20 3 0 2 0 3 1 1 0 , 2 2 2 , 7 8 4 3 1 , 4 8 2 , 0 0 3 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 1 4 5 , 9 8 4 9 3 0 , 4 5 3 2 , 8 9 4 , 7 0 6 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 2 4 , 4 4 6 29,850,000 63% 20 3 1 2 0 3 2 1 0 , 4 2 7 , 2 3 9 3 2 , 1 1 1 , 6 4 3 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 0 8 8 , 9 0 3 9 4 9 , 0 6 3 2 , 9 5 2 , 6 0 0 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 1 0 , 9 3 5 27,395,000 57% 20 3 2 2 0 3 3 1 0 , 4 2 7 , 2 3 9 3 2 , 1 1 1 , 6 4 3 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 0 8 8 , 9 0 3 9 4 9 , 0 6 3 2 , 9 5 2 , 6 0 0 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 1 0 , 9 3 5 24,845,000 52% 20 3 3 2 0 3 4 1 0 , 6 3 5 , 7 8 4 3 2 , 7 5 3 , 8 7 6 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 0 5 0 , 6 8 2 9 6 8 , 0 4 3 3 , 0 1 1 , 6 5 2 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 4 9 9 , 1 5 5 21,920,000 45% 20 3 4 2 0 3 5 1 0 , 6 3 5 , 7 8 4 3 2 , 7 5 3 , 8 7 6 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 0 5 0 , 6 8 2 9 6 8 , 0 4 3 3 , 0 1 1 , 6 5 2 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 4 9 9 , 1 5 5 18,890,000 39% 20 3 5 2 0 3 6 1 0 , 8 4 8 , 5 0 0 3 3 , 4 0 8 , 9 5 3 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 0 3 1 , 6 9 5 9 8 7 , 4 0 5 3 , 0 7 1 , 8 8 4 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 5 8 9 , 1 3 8 15,650,000 31% 20 3 6 2 0 3 7 1 0 , 8 4 8 , 5 0 0 3 3 , 4 0 8 , 9 5 3 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 0 3 1 , 6 9 5 9 8 7 , 4 0 5 3 , 0 7 1 , 8 8 4 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 5 8 9 , 1 3 8 12,290,000 25% 20 3 7 2 0 3 8 1 1 , 0 6 5 , 4 7 0 3 4 , 0 7 7 , 1 3 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 0 3 2 , 3 3 0 1 , 0 0 7 , 1 5 3 3 , 1 3 3 , 3 2 3 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 6 8 0 , 9 2 1 8,710,000 17% 20 3 8 2 0 3 9 1 1 , 0 6 5 , 4 7 0 3 4 , 0 7 7 , 1 3 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 0 3 2 , 3 3 0 1 , 0 0 7 , 1 5 3 3 , 1 3 3 , 3 2 3 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 6 8 0 , 9 2 1 5,000,000 10% 20 3 9 2 0 4 0 1 1 , 2 8 6 , 7 8 0 3 4 , 7 5 8 , 6 7 6 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 0 5 2 , 9 7 8 1 , 0 2 7 , 2 9 6 3 , 1 9 5 , 9 8 9 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 7 7 4 , 5 3 7 - 0% 20 4 0 2 0 4 1 1 1 , 2 8 6 , 7 8 0 3 4 , 7 5 8 , 6 7 6 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 0 5 2 , 9 7 8 1 , 0 2 7 , 2 9 6 3 , 1 9 5 , 9 8 9 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 7 7 4 , 5 3 7 Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 8 EXHIBIT B WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 1 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit B-1) (Exhibit B-2) Value 2019 2020 2021 - $82,882 $82,882 2020 2021 2022 $204,347 1,505,721 1,710,068 2021 2022 2023 4,170,922 1,036,460 5,207,382 2022 2023 2024 6,912,989 873,306 7,786,295 2023 2024 2025 9,197,930 166,344 9,364,274 2024 2025 2026 9,825,820 - 9,825,820 2025 2026 2027 9,825,820 - 9,825,820 2026 2027 2028 10,022,337 - 10,022,337 2027 2028 2029 10,022,337 - 10,022,337 2028 2029 2030 10,222,784 - 10,222,784 2029 2030 2031 10,222,784 - 10,222,784 2030 2031 2032 10,427,239 - 10,427,239 2031 2032 2033 10,427,239 - 10,427,239 2032 2033 2034 10,635,784 - 10,635,784 2033 2034 2035 10,635,784 - 10,635,784 2034 2035 2036 10,848,500 - 10,848,500 2035 2036 2037 10,848,500 - 10,848,500 2036 2037 2038 11,065,470 - 11,065,470 2037 2038 2039 11,065,470 - 11,065,470 2038 2039 2040 11,286,780 - 11,286,780 2039 2040 2041 11,286,780 - 11,286,780 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 9 EXHIBIT B-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 1 Allocation to Commercial Property Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit B-3) 2.00% New Units 29.00% Valuation (Exhibit B-3) 2.00% New Units 7.15% Valuation Valuation 2021 - - 29.00% - - - 7.15% - - 2022 - - - 29.00% - $2,858,000 - $2,858,000 7.15% $204,347 $204,347 2023 $823,556 $823,556 29.00% $238,831 52,136,280 54,994,280 7.15% 3,932,091 4,170,922 2024 - $16,471 840,027 29.00% 243,608 37,183,896 $1,099,886 93,278,062 7.15% 6,669,381 6,912,989 2025 - 840,027 29.00% 243,608 31,957,218 125,235,280 7.15% 8,954,322 9,197,930 2026 - 16,801 856,828 29.00% 248,480 6,208,831 2,504,706 133,948,817 7.15% 9,577,340 9,825,820 2027 - 856,828 29.00% 248,480 - 133,948,817 7.15% 9,577,340 9,825,820 2028 - 17,137 873,965 29.00% 253,450 - 2,678,976 136,627,793 7.15% 9,768,887 10,022,337 2029 - 873,965 29.00% 253,450 - 136,627,793 7.15% 9,768,887 10,022,337 2030 - 17,479 891,444 29.00% 258,519 - 2,732,556 139,360,349 7.15% 9,964,265 10,222,784 2031 - 891,444 29.00% 258,519 - 139,360,349 7.15% 9,964,265 10,222,784 2032 - 17,829 909,273 29.00% 263,689 - 2,787,207 142,147,556 7.15% 10,163,550 10,427,239 2033 - 909,273 29.00% 263,689 - 142,147,556 7.15% 10,163,550 10,427,239 2034 - 18,185 927,458 29.00% 268,963 - 2,842,951 144,990,507 7.15% 10,366,821 10,635,784 2035 - 927,458 29.00% 268,963 - 144,990,507 7.15% 10,366,821 10,635,784 2036 - 18,549 946,007 29.00% 274,342 - 2,899,810 147,890,317 7.15% 10,574,158 10,848,500 2037 - 946,007 29.00% 274,342 - 147,890,317 7.15% 10,574,158 10,848,500 2038 - 18,920 964,927 29.00% 279,829 - 2,957,806 150,848,123 7.15% 10,785,641 11,065,470 2039 - 964,927 29.00% 279,829 - 150,848,123 7.15% 10,785,641 11,065,470 2040 - 19,299 984,226 29.00% 285,426 - 3,016,962 153,865,085 7.15% 11,001,354 11,286,780 2041 - 984,226 29.00% 285,426 - 153,865,085 7.15% 11,001,354 11,286,780 823,556$ 160,670$ 130,344,225$ 23,520,860$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 10 EXHIBIT B-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 1 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit B-3) Adjustments Value 29.00% 2020 - $0 - - 2021 $285,800 - $285,800 $82,882 2022 4,906,341 - 5,192,141 1,505,721 2023 (1,618,141) - 3,574,000 1,036,460 2024 (562,600) - 3,011,400 873,306 2025 (2,437,800) - 573,600 166,344 2026 (573,600) - (0) - 2027 - - - - ($0) $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 11 EXHIBIT B-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 1 Rid g e a t W a r d T H Ha n c e S t a t i o n T H Hin k l e P l u m b i n g To t a l s o f N e w D e v e l o p me n t Allocation of New Develo p ment Between Residential and Commercia l Ma r k e t M a r k e t M a r k e t Residential Develo p men t Commercial Develo p men t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r T o t a l A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t U n i t s A n n u a l A n n u a l T o t al A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n U n i t s V a l u e t o F i n i s h e d 4 7 8 , 0 0 0 $ V a l u e o f U n i t s V a l u e t o F i n i s h e d 4 6 8 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 8 1 $ V a l u e o f o r S q . F t . V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U ni t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - - - 20 1 9 20 2 1 $ 2 3 9 , 0 0 0 - - $ 4 6 , 8 0 0 - - - - - - - $ 2 8 5 , 8 0 0 - - $285,800 - - - 20 2 0 2 0 2 2 5 2,7 2 4 , 6 0 0 ( $ 2 3 9 , 0 0 0 ) $ 4 7 8 , 0 0 0 $ 2 , 3 9 0 , 0 0 0 1 2,3 8 6 , 8 0 0 ( $ 4 6 , 8 0 0 ) 4 6 8 , 0 0 0 $ $ 4 6 8 , 0 0 0 $ 8 0 , 7 4 1 - 8 1 - 6 $ 2 , 8 5 8 , 0 0 0 4 , 9 0 6 , 3 4 1 6 $ 2 , 8 5 8 , 0 0 0 4 , 8 2 5 , 6 0 0 - - $80,741 20 2 1 2 0 2 3 57 3,0 5 9 , 2 0 0 ( 2 , 7 2 4 , 6 0 0 ) 4 8 7 , 5 6 0 2 7 , 7 9 0 , 9 2 0 51 51 4 , 8 0 0 ( 2 , 3 8 6 , 8 0 0 ) 4 7 7 , 3 6 0 2 4 , 3 4 5 , 3 6 0 99 6 8 - ( $ 8 0 , 7 4 1 ) 8 3 $ 8 2 3 , 5 5 6 1 0 , 0 7 6 5 2 , 9 5 9 , 8 3 6 ( 1 , 6 1 8 , 1 4 1 ) 1 0 8 5 2 , 1 3 6 , 2 8 0 (1,537,400) 9,968 $823,556 ( 8 0 , 7 4 1 ) 20 2 2 2 0 2 4 64 3,0 1 1 , 4 0 0 ( 3 , 0 5 9 , 2 0 0 ) 4 9 7 , 3 1 1 3 1 , 8 2 7 , 9 1 7 11 - ( 5 1 4 , 8 0 0 ) 4 8 6 , 9 0 7 5 , 3 5 5 , 9 7 9 - - 8 4 - 7 5 3 7 , 1 8 3 , 8 9 6 ( 5 6 2 , 6 0 0 ) 7 5 3 7 , 1 8 3 , 8 9 6 (562,600) - - - 20 2 3 2 0 2 5 63 57 3 , 6 0 0 ( 3 , 0 1 1 , 4 0 0 ) 5 0 7 , 2 5 7 3 1 , 9 5 7 , 2 1 8 - - 4 9 6 , 6 4 5 - - - 8 6 - 6 3 3 1 , 9 5 7 , 2 1 8 ( 2 , 4 3 7 , 8 0 0 ) 6 3 3 1 , 9 5 7 , 2 1 8 (2,437,800) - - - 20 2 4 2 0 2 6 12 - ( 5 7 3 , 6 0 0 ) 5 1 7 , 4 0 3 6 , 2 0 8 , 8 3 1 - - 5 0 6 , 5 7 8 - - - 8 8 - 1 2 6 , 2 0 8 , 8 3 1 ( 5 7 3 , 6 0 0 ) 1 2 6 , 2 0 8 , 8 3 1 (573,600) - - - 20 2 5 2 0 2 7 - - 5 2 7 , 7 5 1 - - - 5 1 6 , 7 1 0 - - - 8 9 - - - - - - - - - - 20 2 6 2 0 2 8 - - 5 3 8 , 3 0 6 - - - 5 2 7 , 0 4 4 - - - 9 1 - - - - - - - - - - 20 1 9 , 6 0 7 , 8 0 0 $ ( 9 , 6 0 7 , 8 0 0 ) $ 1 0 0 , 1 7 4 , 8 8 5 $ 6 3 2 , 9 4 8 , 4 0 0 $ ( 2 , 9 4 8 , 4 0 0 ) $ 3 0 , 1 6 9 , 3 3 9 $ 9 9 6 8 8 0 , 7 4 1 $ ( 8 0 , 7 4 1 ) $ 8 2 3 , 5 5 6 $ 1 0 , 2 3 2 1 3 1 , 1 6 7 , 7 8 1 $ ( 0 ) $ 2 6 4 1 3 0 , 3 4 4 , 2 2 5 $ (0)$ 9,968 823,556 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 12 EXHIBIT C WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 2 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit C-1) (Exhibit C-2) Value 2019 2020 2021 - $644,670 $644,670 2020 2021 2022 $1,589,445 2,198,093 3,787,538 2021 2022 2023 9,273,832 - 9,273,832 2022 2023 2024 9,459,309 846,655 10,305,964 2023 2024 2025 18,444,079 - 18,444,079 2024 2025 2026 18,812,961 - 18,812,961 2025 2026 2027 18,812,961 1,036,750 19,849,711 2026 2027 2028 30,864,709 - 30,864,709 2027 2028 2029 30,864,709 - 30,864,709 2028 2029 2030 31,482,003 - 31,482,003 2029 2030 2031 31,482,003 - 31,482,003 2030 2031 2032 32,111,643 - 32,111,643 2031 2032 2033 32,111,643 - 32,111,643 2032 2033 2034 32,753,876 - 32,753,876 2033 2034 2035 32,753,876 - 32,753,876 2034 2035 2036 33,408,953 - 33,408,953 2035 2036 2037 33,408,953 - 33,408,953 2036 2037 2038 34,077,133 - 34,077,133 2037 2038 2039 34,077,133 - 34,077,133 2038 2039 2040 34,758,676 - 34,758,676 2039 2040 2041 34,758,676 - 34,758,676 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 13 EXHIBIT C-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 2 Allocation to Commercial Property Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit C-3) 2.00% New Units 29.00% Valuation (Exhibit C-3) 2.00% New Units 7.15% Valuation Valuation 2021 - 29.00% - - 7.15% - - 2022 - - 29.00% - $22,230,000 - $22,230,000 7.15% $1,589,445 $1,589,445 2023 $9,869,846 $9,869,846 29.00% $2,862,255 67,442,400 89,672,400 7.15% 6,411,577 9,273,832 2024 - $197,397 10,067,243 29.00% 2,919,501 - $1,793,448 91,465,848 7.15% 6,539,808 9,459,309 2025 30,981,968 41,049,211 29.00% 11,904,271 91,465,848 7.15% 6,539,808 18,444,079 2026 - 820,984 41,870,195 29.00% 12,142,357 1,829,317 93,295,165 7.15% 6,670,604 18,812,961 2027 - 41,870,195 29.00% 12,142,357 93,295,165 7.15% 6,670,604 18,812,961 2028 40,260,306 837,404 82,967,905 29.00% 24,060,693 1,865,903 95,161,068 7.15% 6,804,016 30,864,709 2029 - 82,967,905 29.00% 24,060,693 95,161,068 7.15% 6,804,016 30,864,709 2030 - 1,659,358 84,627,263 29.00% 24,541,906 1,903,221 97,064,289 7.15% 6,940,097 31,482,003 2031 - 84,627,263 29.00% 24,541,906 97,064,289 7.15% 6,940,097 31,482,003 2032 - 1,692,545 86,319,808 29.00% 25,032,744 1,941,286 99,005,575 7.15% 7,078,899 32,111,643 2033 - 86,319,808 29.00% 25,032,744 99,005,575 7.15% 7,078,899 32,111,643 2034 - 1,726,396 88,046,204 29.00% 25,533,399 1,980,112 100,985,687 7.15% 7,220,477 32,753,876 2035 - 88,046,204 29.00% 25,533,399 100,985,687 7.15% 7,220,477 32,753,876 2036 - 1,760,924 89,807,128 29.00% 26,044,067 2,019,714 103,005,401 7.15% 7,364,886 33,408,953 2037 - 89,807,128 29.00% 26,044,067 103,005,401 7.15% 7,364,886 33,408,953 2038 - 1,796,143 91,603,271 29.00% 26,564,949 2,060,108 105,065,509 7.15% 7,512,184 34,077,133 2039 - 91,603,271 29.00% 26,564,949 105,065,509 7.15% 7,512,184 34,077,133 2040 - 1,832,065 93,435,336 29.00% 27,096,248 2,101,310 107,166,819 7.15% 7,662,428 34,758,676 2041 - 93,435,336 29.00% 27,096,248 107,166,819 7.15% 7,662,428 34,758,676 81,112,120$ 12,323,216$ 89,672,400$ 17,494,419$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 14 EXHIBIT C-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 2 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit B-3) Adjustments Value 29.00% 2020 - $0 - - 2021 $2,223,000 - $2,223,000 $644,670 2022 5,356,632 - 7,579,632 2,198,093 2023 (7,579,632) - - - 2024 2,919,500 - 2,919,500 846,655 2025 (2,919,500) - - - 2026 - - - - 2027 3,575,000 - 3,575,000 1,036,750 $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 15 EXHIBIT C-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C R e t a i l C C C F i t n e s s C C C G a s S t a t i o n Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 3 2 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 7 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 8 4 $ Value of Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s 20 1 8 20 2 0 - - 20 1 9 20 2 1 - - - - - - - - - 20 2 0 2 0 2 2 - - $ 3 3 2 - - - 7 0 $ - $ 2 7 5 , 8 8 0 - 4 8 4 - 20 2 1 2 0 2 3 - - 3 3 9 - - - 7 1 - 57 0 0 - ( $ 2 7 5 , 8 8 0 ) 4 9 4 $2,813,976 20 2 2 2 0 2 4 $ 8 3 0 , 0 0 0 - 3 4 5 - $ 7 7 7 , 0 0 0 - 7 3 - - - 5 0 4 - 20 2 3 2 0 2 5 25 0 0 0 - ( $ 8 3 0 , 0 0 0 ) 3 5 2 $ 8 , 8 0 8 , 0 2 6 11 1 0 0 0 - ( $ 7 7 7 , 0 0 0 ) 7 4 $ 8 , 2 4 5 , 5 8 6 - - 5 1 4 - 20 2 4 2 0 2 6 - - 3 5 9 - - - 7 6 - - - 5 2 4 - 20 2 5 2 0 2 7 - - 3 6 7 - - - 7 7 - - - 5 3 4 - 20 2 6 2 0 2 8 - - 3 7 4 - - - 7 9 - - - 5 4 5 - 20 2 7 2 0 2 9 - - 3 8 1 - - - 8 0 - - - 5 5 6 - 25 0 0 0 8 3 0 , 0 0 0 $ ( 8 3 0 , 0 0 0 ) $ 8 , 8 0 8 , 0 2 6 $ 1 1 1 0 0 0 7 7 7 , 0 0 0 $ ( 7 7 7 , 0 0 0 ) $ 8 , 2 4 5 , 5 8 6 $ 5 7 0 0 2 7 5 , 8 8 0 $ ( 2 7 5 , 8 8 0 ) $ 2 , 8 1 3 , 9 7 6 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 16 EXHIBIT C-3 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C H o t e l C C C F o o t h i l l s C r e d i t U n i o n C C C S C L M e d O f f i c e Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d U n i t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Un i t s V a l u e t o F i n i s h e d 1 0 5 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 5 6 . 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 2 7 5 $ Value of Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s - - - - - - - - - - 1 0 5 , 0 0 0 - $ 6 9 1 , 7 5 2 - $ 4 5 6 - - $ 2 7 5 - - - 1 0 7 , 1 0 0 - 15 1 7 0 - ( $ 6 9 1 , 7 5 2 ) 4 6 5 $ 7 , 0 5 5 , 8 7 0 - - 2 8 1 - $1 , 3 1 2 , 5 0 0 - 1 0 9 , 2 4 2 - - - 4 7 4 - - - 2 8 6 - 12 5 - ( $ 1 , 3 1 2 , 5 0 0 ) 1 1 1 , 4 2 7 $ 1 3 , 9 2 8 , 3 5 5 - - 4 8 4 - - - 2 9 2 - - - 1 1 3 , 6 5 5 - - - 4 9 4 - - - 2 9 8 - - - 1 1 5 , 9 2 8 - - - 5 0 3 - $ 3 , 5 7 5 , 0 0 0 - 3 0 4 - - - 1 1 8 , 2 4 7 - - - 5 1 4 - 13 0 0 0 0 - ( $ 3 , 5 7 5 , 0 0 0 ) 3 1 0 $40,260,306 - - 1 2 0 , 6 1 2 - - - 5 2 4 - - - 3 1 6 - 12 5 1 , 3 1 2 , 5 0 0 $ ( 1 , 3 1 2 , 5 0 0 ) $ 1 3 , 9 2 8 , 3 5 5 $ 1 5 1 7 0 6 9 1 , 7 5 2 $ ( 6 9 1 , 7 5 2 ) $ 7 , 0 5 5 , 8 7 0 $ 1 3 0 0 0 0 3 , 5 7 5 , 0 0 0 $ ( 3 , 5 7 5 , 0 0 0 ) $ 40,260,306 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 17 EXHIBIT C-3 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C O u t l o o k T H A p ts T o t a l s o f N e w D e v e l o p me n t A l l o c a t i o n o f N e w D e v e l o p me n t B e t w e e n R e s i d e n t i a l a n d C o m m e r c i a l Ma r k e t Co m m e r c i a l D e v e l o p me n t Residential Develo p ment Va l u e o f V a l u e p e r T o t a l A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t U n i t s A n n u a l A n n u a l T o t a l A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Un i t s V a l u e t o F i n i s h e d 2 8 5 , 0 0 0 $ V a l u e o f o r S q . F t . V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d - - $ 0 - - - - - $2 , 2 2 3 , 0 0 0 - - $ 0 $ 2 , 2 2 3 , 0 0 0 - - - - - $2,223,000 78 6, 6 1 2 , 0 0 0 ( $ 2 , 2 2 3 , 0 0 0 ) $ 2 8 5 , 0 0 0 $ 2 2 , 2 3 0 , 0 0 0 7 8 $ 2 2 , 2 3 0 , 0 0 0 5 , 3 5 6 , 6 3 2 - - $ 9 6 7 , 6 3 2 7 8 $ 2 2 , 2 3 0 , 0 0 0 4 , 3 8 9 , 0 0 0 23 2 - ( 6 , 6 1 2 , 0 0 0 ) 2 9 0 , 7 0 0 6 7 , 4 4 2 , 4 0 0 2 1 , 1 0 2 7 7 , 3 1 2 , 2 4 6 ( 7 , 5 7 9 , 6 3 2 ) 2 0 , 8 7 0 $ 9 , 8 6 9 , 8 4 6 ( 9 6 7 , 6 3 2 ) 2 3 2 6 7 , 4 4 2 , 4 0 0 (6,612,000) - - 2 9 6 , 5 1 4 - - - 2 , 9 1 9 , 5 0 0 - - 2 , 9 1 9 , 5 0 0 - - - - - 3 0 2 , 4 4 4 - 1 3 6 , 1 2 5 3 0 , 9 8 1 , 9 6 8 ( 2 , 9 1 9 , 5 0 0 ) 1 3 6 , 1 2 5 3 0 , 9 8 1 , 9 6 8 ( 2 , 9 1 9 , 5 0 0 ) - - - - - 3 0 8 , 4 9 3 - - - - - - - - - - - - 3 1 4 , 6 6 3 - - - 3 , 5 7 5 , 0 0 0 - - 3 , 5 7 5 , 0 0 0 - - - - - 3 2 0 , 9 5 6 - 1 3 0 , 0 0 0 4 0 , 2 6 0 , 3 0 6 ( 3 , 5 7 5 , 0 0 0 ) 1 3 0 , 0 0 0 4 0 , 2 6 0 , 3 0 6 ( 3 , 5 7 5 , 0 0 0 ) - - - - - 3 2 7 , 3 7 5 $ 0 - - - - - - - - - 31 0 8 , 8 3 5 , 0 0 0 $ ( 8 , 8 3 5 , 0 0 0 ) $ 8 9 , 6 7 2 , 4 0 0 $ 2 8 7 , 3 0 5 1 7 0 , 7 8 4 , 5 2 0 $ - $ 2 8 6 , 9 9 5 8 1 , 1 1 2 , 1 2 0 $ - $ 3 1 0 8 9 , 6 7 2 , 4 0 0 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 18 EXHIBIT D WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 3 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit D-1) (Exhibit D-2) Value 2019 2020 2021 - - - 2020 2021 2022 - $362,894 $362,894 2021 2022 2023 $3,701,523 - 3,701,523 2022 2023 2024 3,775,553 - 3,775,553 2023 2024 2025 3,775,553 - 3,775,553 2024 2025 2026 3,851,064 - 3,851,064 2025 2026 2027 3,851,064 - 3,851,064 2026 2027 2028 3,928,086 - 3,928,086 2027 2028 2029 3,928,086 - 3,928,086 2028 2029 2030 4,006,647 - 4,006,647 2029 2030 2031 4,006,647 - 4,006,647 2030 2031 2032 4,086,780 - 4,086,780 2031 2032 2033 4,086,780 - 4,086,780 2032 2033 2034 4,168,516 - 4,168,516 2033 2034 2035 4,168,516 - 4,168,516 2034 2035 2036 4,251,886 - 4,251,886 2035 2036 2037 4,251,886 - 4,251,886 2036 2037 2038 4,336,924 - 4,336,924 2037 2038 2039 4,336,924 - 4,336,924 2038 2039 2040 4,423,663 - 4,423,663 2039 2040 2041 4,423,663 - 4,423,663 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 19 EXHIBIT D-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVEOPMENT PROJECT AREA NO. 3 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit D-3) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $12,763,872 $12,763,872 29.00% $3,701,523 2024 - $255,277 13,019,149 29.00% 3,775,553 2025 - 13,019,149 29.00% 3,775,553 2026 - 260,383 13,279,532 29.00% 3,851,064 2027 - 13,279,532 29.00% 3,851,064 2028 - 265,591 13,545,123 29.00% 3,928,086 2029 - 13,545,123 29.00% 3,928,086 2030 - 270,902 13,816,025 29.00% 4,006,647 2031 - 13,816,025 29.00% 4,006,647 2032 - 276,321 14,092,346 29.00% 4,086,780 2033 - 14,092,346 29.00% 4,086,780 2034 - 281,847 14,374,193 29.00% 4,168,516 2035 - 14,374,193 29.00% 4,168,516 2036 - 287,484 14,661,677 29.00% 4,251,886 2037 - 14,661,677 29.00% 4,251,886 2038 - 293,234 14,954,911 29.00% 4,336,924 2039 - 14,954,911 29.00% 4,336,924 2040 - 299,098 15,254,009 29.00% 4,423,663 2041 - 15,254,009 29.00% 4,423,663 12,763,872$ 2,490,137$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 20 EXHIBIT D-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVEOPMENT PROJECT AREA NO. 3 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit D-3) Adjustments Value 29.00% 2020 - $0 - - 2021 - - - - 2022 $1,251,360 - $1,251,360 $362,894 2023 (1,251,360) - - - 2024 - - - - 2025 - - - - 2026 - - - - 2027 - - - - $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 21 EXHIBIT D-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 3 Ax i s 7 0 W e s t T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 8 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 , 2 5 1 , 3 6 0 - $ 8 8 - - - $ 1 , 2 5 1 , 3 6 0 20 2 1 2 0 2 3 14 2 2 0 0 - ( $ 1 , 2 5 1 , 3 6 0 ) 9 0 $ 1 2 , 7 6 3 , 8 7 2 1 4 2 , 2 0 0 $ 1 2 , 7 6 3 , 8 7 2 ( 1 , 2 5 1 , 3 6 0 ) 20 2 2 2 0 2 4 - - 9 2 - - - - 20 2 3 2 0 2 5 - - 9 3 - - - - 20 2 4 2 0 2 6 - - 9 5 - - - - 20 2 5 2 0 2 7 - - 9 7 - - - - 20 2 6 2 0 2 8 - - 9 9 - - - - 20 2 7 2 0 2 9 - - 1 0 1 - - - - 14 2 2 0 0 1 , 2 5 1 , 3 6 0 $ ( 1 , 2 5 1 , 3 6 0 ) $ 1 2 , 7 6 3 , 8 7 2 $ 1 4 2 , 2 0 0 1 2 , 7 6 3 , 8 7 2 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 22 EXHIBIT E WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 4 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit E-1) (Exhibit E-2) Value 2019 2020 2021 - - - 2020 2021 2022 - - - 2021 2022 2023 - $81,055 $81,055 2022 2023 2024 $843,296 - $843,296 2023 2024 2025 843,296 - 843,296 2024 2025 2026 860,162 - 860,162 2025 2026 2027 860,162 - 860,162 2026 2027 2028 877,365 - 877,365 2027 2028 2029 877,365 - 877,365 2028 2029 2030 894,913 - 894,913 2029 2030 2031 894,913 - 894,913 2030 2031 2032 912,811 - 912,811 2031 2032 2033 912,811 - 912,811 2032 2033 2034 931,067 - 931,067 2033 2034 2035 931,067 - 931,067 2034 2035 2036 949,689 - 949,689 2035 2036 2037 949,689 - 949,689 2036 2037 2038 968,682 - 968,682 2037 2038 2039 968,682 - 968,682 2038 2039 2040 988,056 - 988,056 2039 2040 2041 988,056 - 988,056 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 23 EXHIBIT E-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 4 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit B-3) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 - - 29.00% - 2024 $2,907,918 - $2,907,918 29.00% $843,296 2025 - 2,907,918 29.00% 843,296 2026 - $58,158 2,966,076 29.00% 860,162 2027 - 2,966,076 29.00% 860,162 2028 - 59,322 3,025,398 29.00% 877,365 2029 - 3,025,398 29.00% 877,365 2030 - 60,508 3,085,906 29.00% 894,913 2031 - 3,085,906 29.00% 894,913 2032 - 61,718 3,147,624 29.00% 912,811 2033 - 3,147,624 29.00% 912,811 2034 - 62,952 3,210,576 29.00% 931,067 2035 - 3,210,576 29.00% 931,067 2036 - 64,212 3,274,788 29.00% 949,689 2037 - 3,274,788 29.00% 949,689 2038 - 65,496 3,340,284 29.00% 968,682 2039 - 3,340,284 29.00% 968,682 2040 - 66,806 3,407,090 29.00% 988,056 2041 - 3,407,090 29.00% 988,056 2,907,918$ 499,172$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 24 EXHIBIT E-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 4 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit B-3) Adjustments Value 29.00% 2020 - $0 - - 2021 - - - - 2022 - - - - 2023 $279,500 - $279,500 $81,055 2024 (279,500) - - - 2025 - - - - 2026 - - - - 2027 - - - - $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 25 EXHIBIT E-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 4 Ap p l e w o o d V i l l a g e R e t a i l T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 4 3 0 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 - - $ 4 3 0 - - - - 20 2 1 2 0 2 3 $ 2 7 9 , 5 0 0 - 4 3 9 - - - $ 2 7 9 , 5 0 0 20 2 2 2 0 2 4 65 0 0 - ( $ 2 7 9 , 5 0 0 ) 4 4 7 $ 2 , 9 0 7 , 9 1 8 6 , 5 0 0 $ 2 , 9 0 7 , 9 1 8 ( 2 7 9 , 5 0 0 ) 20 2 3 2 0 2 5 - - 4 5 6 - - - - 20 2 4 2 0 2 6 - - 4 6 5 - - - - 20 2 5 2 0 2 7 - - 4 7 5 - - - - 20 2 6 2 0 2 8 - - 4 8 4 - - - - 20 2 7 2 0 2 9 - - 4 9 4 - - - - 65 0 0 2 7 9 , 5 0 0 $ ( 2 7 9 , 5 0 0 ) $ 2 , 9 0 7 , 9 1 8 $ 6 , 5 0 0 2 , 9 0 7 , 9 1 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 26 EXHIBIT F WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 5 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit F-1) (Exhibit F-2) Value 2019 2020 2021 - - - 2020 2021 2022 - $48,877 $48,877 2021 2022 2023 $498,541 - 498,541 2022 2023 2024 508,512 - 508,512 2023 2024 2025 508,512 - 508,512 2024 2025 2026 518,682 - 518,682 2025 2026 2027 518,682 - 518,682 2026 2027 2028 529,056 - 529,056 2027 2028 2029 529,056 - 529,056 2028 2029 2030 539,637 - 539,637 2029 2030 2031 539,637 - 539,637 2030 2031 2032 550,430 - 550,430 2031 2032 2033 550,430 - 550,430 2032 2033 2034 561,439 - 561,439 2033 2034 2035 561,439 - 561,439 2034 2035 2036 572,667 - 572,667 2035 2036 2037 572,667 - 572,667 2036 2037 2038 584,121 - 584,121 2037 2038 2039 584,121 - 584,121 2038 2039 2040 595,803 - 595,803 2039 2040 2041 595,803 - 595,803 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 27 EXHIBIT F-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 5 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit F-3) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $1,719,108 $1,719,108 29.00% $498,541 2024 - $34,382 1,753,490 29.00% 508,512 2025 - 1,753,490 29.00% 508,512 2026 - 35,070 1,788,560 29.00% 518,682 2027 - 1,788,560 29.00% 518,682 2028 - 35,771 1,824,331 29.00% 529,056 2029 - 1,824,331 29.00% 529,056 2030 - 36,487 1,860,818 29.00% 539,637 2031 - 1,860,818 29.00% 539,637 2032 - 37,216 1,898,034 29.00% 550,430 2033 - 1,898,034 29.00% 550,430 2034 - 37,961 1,935,995 29.00% 561,439 2035 - 1,935,995 29.00% 561,439 2036 - 38,720 1,974,715 29.00% 572,667 2037 - 1,974,715 29.00% 572,667 2038 - 39,494 2,014,209 29.00% 584,121 2039 - 2,014,209 29.00% 584,121 2040 - 40,284 2,054,493 29.00% 595,803 2041 - 2,054,493 29.00% 595,803 1,719,108$ 335,385$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 28 EXHIBIT F-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 5 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit F-3) Adjustments Value 29.00% 2020 - $0 - - 2021 - - - - 2022 $168,540 - $168,540 $48,877 2023 (168,540) - - - 2024 - - - - 2025 - - - - 2026 - - - - 2027 - - - - $0 $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 29 EXHIBIT F-3 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 5 Ch r i s t i a n B r o s A u t o m o t i v e T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 1 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 6 8 , 5 4 0 - $ 3 1 8 - - - $ 1 6 8 , 5 4 0 20 2 1 2 0 2 3 53 0 0 - ( $ 1 6 8 , 5 4 0 ) 3 2 4 $ 1 , 7 1 9 , 1 0 8 5 , 3 0 0 $ 1 , 7 1 9 , 1 0 8 ( 1 6 8 , 5 4 0 ) 20 2 2 2 0 2 4 - - 3 3 1 - - - - 20 2 3 2 0 2 5 - - 3 3 7 - - - - 20 2 4 2 0 2 6 - - 3 4 4 - - - - 20 2 5 2 0 2 7 - - 3 5 1 - - - - 20 2 6 2 0 2 8 - - 3 5 8 - - - - 20 2 7 2 0 2 9 - - 3 6 5 - - - - 53 0 0 1 6 8 , 5 4 0 $ ( 1 6 8 , 5 4 0 ) $ 1 , 7 1 9 , 1 0 8 $ 5 , 3 0 0 1 , 7 1 9 , 1 0 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 30 EXHIBIT G WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 SCHEDULE OF ESTIMATED 2021A BONDS DEBT SERVICE REQUIREMENTS ASSUMING A SETTLEMENT OF NOVEMBER 9, 2021 Capitalized Interest Original Issue Payment Payment For and DSRF Total Debt Reoffering Premium/Total Principal Annual Date Rate Principal Interest Adjustments Payment Price (Discount) Production Outstanding Debt Service 01-Jun-22 $991,764 ($857,238) $134,526 42,105,000$ 01-Dec-22 4.000% $160,000 883,750 (763,875) 279,875 103.851% $6,162 $166,162 41,945,000 $414,401 01-Jun-23 880,550 (763,875) 116,675 41,945,000 01-Dec-23 4.000% 1,185,000 880,550 (763,875) 1,301,675 107.167% 84,929 1,269,929 40,760,000 1,418,350 01-Jun-24 856,850 856,850 40,760,000 01-Dec-24 856,850 856,850 40,760,000 1,713,700 01-Jun-25 856,850 856,850 40,760,000 01-Dec-25 4.000% 740,000 856,850 1,596,850 112.975% 96,015 836,015 40,020,000 2,453,700 01-Jun-26 842,050 842,050 40,020,000 01-Dec-26 4.000% 865,000 842,050 1,707,050 115.249% 131,904 996,904 39,155,000 2,549,100 01-Jun-27 824,750 824,750 39,155,000 01-Dec-27 4.000% 975,000 824,750 1,799,750 116.702% 162,845 1,137,845 38,180,000 2,624,500 01-Jun-28 805,250 805,250 38,180,000 01-Dec-28 5.000% 1,900,000 805,250 2,705,250 124.808% 471,352 2,371,352 36,280,000 3,510,500 01-Jun-29 757,750 757,750 36,280,000 01-Dec-29 5.000% 1,995,000 757,750 2,752,750 126.567% 530,012 2,525,012 34,285,000 3,510,500 01-Jun-30 707,875 707,875 34,285,000 01-Dec-30 5.000% 2,165,000 707,875 2,872,875 128.280% 612,262 2,777,262 32,120,000 3,580,750 01-Jun-31 653,750 653,750 32,120,000 01-Dec-31 5.000% 2,270,000 653,750 2,923,750 130.398% 690,035 2,960,035 29,850,000 3,577,500 01-Jun-32 597,000 597,000 29,850,000 01-Dec-32 4.000% 2,455,000 597,000 3,052,000 119.856% 487,465 2,942,465 27,395,000 3,649,000 01-Jun-33 547,900 547,900 27,395,000 01-Dec-33 4.000% 2,550,000 547,900 3,097,900 119.350% 493,425 3,043,425 24,845,000 3,645,800 01-Jun-34 496,900 496,900 24,845,000 01-Dec-34 4.000% 2,925,000 496,900 3,421,900 118.745% 548,291 3,473,291 21,920,000 3,918,800 01-Jun-35 438,400 438,400 21,920,000 01-Dec-35 4.000% 3,030,000 438,400 3,468,400 118.544% 561,883 3,591,883 18,890,000 3,906,800 01-Jun-36 377,800 377,800 18,890,000 01-Dec-36 4.000% 3,240,000 377,800 3,617,800 118.244% 591,106 3,831,106 15,650,000 3,995,600 01-Jun-37 313,000 313,000 15,650,000 01-Dec-37 4.000% 3,360,000 313,000 3,673,000 117.944% 602,918 3,962,918 12,290,000 3,986,000 01-Jun-38 245,800 245,800 12,290,000 01-Dec-38 4.000% 3,580,000 245,800 3,825,800 117.645% 631,691 4,211,691 8,710,000 4,071,600 01-Jun-39 174,200 174,200 8,710,000 01-Dec-39 4.000% 3,710,000 174,200 3,884,200 117.347% 643,574 4,353,574 5,000,000 4,058,400 01-Jun-40 100,000 100,000 5,000,000 01-Dec-40 4.000% 5,000,000 100,000 (4,210,500) 889,500 117.050% 852,500 5,852,500 0 989,500 42,105,000$ 22,828,864$ (7,359,363)$ $57,574,501 8,198,367$ 50,303,367$ 57,574,501$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 31 EXHIBIT G-1 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 ESTIMATED SOURCES AND USES OF FUND Total Sources of Funds: Par Value of Bonds 42,105,000$ Original Issue Premium 8,198,367 Debt Service Reserve Fund Contribution 626,040 Total Sources of Funds 50,929,407$ Uses of Funds: Escrow Fund Deposit 6,430,994$ Capitalized Interest Fund 3,148,863 Debt Service Reserve Fund 4,210,500 Underwriter's Discount 526,312 Issuance Costs 301,760 Project Fund Deposit 36,310,978 50,929,407$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 32 ALTERNATE SCENARIO 33 EXHIBIT H WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF DEBT SERVICE FUND ACTIVITY Revenue Receipts TIF Revenue Allocable to: Treasurer Excess New Net Collection 2021 Bonds Revenue Debt Collection Development Existing Property Fees Trustee Net Revenue Debt Service Above Service Year (Exhbit H-1) Development* Tax Revenue 1.00% Fees Receipts (Exhibit H-22) Requirement Coverage 2021 $66,820 $66,820 ($668) $66,152 - $66,152 N/A 2022 541,624 541,624 (5,416) ($7,000) 529,208 $414,401 114,807 127.7% 2023 1,724,301 $88,141 1,812,442 (18,124) (7,000) 1,787,318 1,418,350 368,968 126.0% 2024 2,048,177 91,908 2,140,085 (21,401) (7,000) 2,111,684 1,713,700 397,984 123.2% 2025 2,598,873 88,901 2,687,774 (26,878) (7,000) 2,653,896 2,453,700 200,196 108.2% 2026 2,868,669 127,654 2,996,323 (29,963) (7,000) 2,959,360 2,549,100 410,260 116.1% 2027 3,107,861 124,225 3,232,086 (32,321) (7,000) 3,192,765 2,624,500 568,265 121.7% 2028 3,567,118 204,013 3,771,131 (37,711) (7,000) 3,726,420 3,510,500 215,920 106.2% 2029 3,932,119 200,215 4,132,334 (41,323) (7,000) 4,084,011 3,510,500 573,511 116.3% 2030 4,350,657 206,827 4,557,484 (45,575) (7,000) 4,504,909 3,580,750 924,159 125.8% 2031 4,350,657 202,915 4,553,572 (45,536) (7,000) 4,501,036 3,577,500 923,536 125.8% 2032 4,437,670 209,660 4,647,330 (46,473) (7,000) 4,593,857 3,649,000 944,857 125.9% 2033 4,437,670 205,631 4,643,301 (46,433) (7,000) 4,589,868 3,645,800 944,068 125.9% 2034 4,526,425 458,078 4,984,503 (49,845) (7,000) 4,927,658 3,918,800 1,008,858 125.7% 2035 4,526,425 446,280 4,972,705 (49,727) (7,000) 4,915,978 3,906,800 1,009,178 125.8% 2036 4,616,953 463,307 5,080,260 (50,803) (7,000) 5,022,457 3,995,600 1,026,857 125.7% 2037 4,616,953 451,155 5,068,108 (50,681) (7,000) 5,010,427 3,986,000 1,024,427 125.7% 2038 4,709,292 468,523 5,177,815 (51,778) (7,000) 5,119,037 4,071,600 1,047,437 125.7% 2039 4,709,292 456,006 5,165,298 (51,653) (7,000) 5,106,645 4,058,400 1,048,245 125.8% 2040 4,803,477 473,721 5,277,198 (52,772) (7,000) 5,217,426 989,500 4,227,926 527.3% 70,541,034$ 4,967,160$ 75,508,194$ (755,081)$ (133,000)$ $74,620,113 57,574,501$ * Provided by Ricker and Cunningham This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 34 EXHIBIT H-1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SU M M A R Y O F A S S E S S E D V A L U E S A N D T I F R E V E N U E D E R I V E D F R O M N E W D E V E L O P M E N T As s e s e d V a l u e s o f P r o p er t y Ne t M i l l L e v y R e v e n u e s @ 9 9 . 5 0 % Pr o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 P r o j ec t A r e a N o . 1 P r o j ec t A r e a N o . 2 P r o j ec t A r e a N o . 3 P r o j ec t A r e a N o . 4 P r o j ec t A r e a N o . 5 As s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d A s s e s s e d T o t a l M i l l L e v y Mi l l L e v y Mil l L e v y Mi l l L e v y Mil l L e v y Total B o n d D e b t t o Ca l e n d a r C o l l e c t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n V a l u a t i o n A s s e s s e d R e v e n u e R e v e n u e R e v e n u e R e v e n u e R e v e n u e M i l l L e v y Princi p al A s s e s s e d V a l u e AV Y e a r Y e a r ( E x h i b i t H - 2 ) ( E x h i b i t H - 6 ) ( E x h i b i t H - 1 0 ) ( E x h i b i t H - 1 4 ) ( E x h i b i t H - 1 8 ) V a l u e 9 1 . 4 7 5 9 2 . 4 1 0 9 1 . 6 8 0 9 2 . 9 9 0 9 4 . 9 7 0 R e v e n u e O u t s t a ndin g Covera g e 20 2 0 2 0 2 1 $ 8 2 , 8 8 2 $ 6 4 4 , 6 7 0 $ 7 2 7 , 5 5 2 $ 7 , 5 4 4 $ 5 9 , 2 7 6 $66,820 20 2 1 20 2 2 1 , 7 1 0 , 0 6 8 3 , 7 8 7 , 5 3 8 $ 3 6 2 , 8 9 4 $ 4 8 , 8 7 7 5 , 9 0 9 , 3 7 7 1 5 5 , 6 4 6 3 4 8 , 2 5 6 $ 3 3 , 1 0 4 $ 4 , 6 1 9 5 4 1 , 6 2 4 $41,945,000 7 1 0 % 20 2 2 2 0 2 3 5 , 2 6 6 , 2 6 6 9 , 2 7 3 , 8 3 2 3 , 7 0 1 , 5 2 3 $ 8 1 , 0 5 5 4 9 8 , 5 4 1 1 8 , 8 2 1 , 2 1 7 4 7 9 , 3 2 3 8 5 2 , 7 1 0 3 3 7 , 6 5 9 $ 7 , 4 9 9 4 7 , 1 0 9 1 , 7 2 4 , 3 0 1 40,760,000 217% 20 2 3 2 0 2 4 7 , 2 3 6 , 4 2 9 9 , 9 9 5 , 2 7 4 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 2 2 , 3 5 9 , 0 6 4 6 5 8 , 6 4 2 9 1 9 , 0 4 5 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 2 , 0 4 8 , 1 7 7 40,760,000 182% 20 2 4 2 0 2 5 7 , 9 2 5 , 5 3 9 1 5 , 3 0 2 , 3 5 3 3 , 7 7 5 , 5 5 3 8 4 3 , 2 9 6 5 0 8 , 5 1 2 2 8 , 3 5 5 , 2 5 3 7 2 1 , 3 6 4 1 , 4 0 7 , 0 2 0 3 4 4 , 4 1 2 7 8 , 0 2 6 4 8 , 0 5 2 2 , 5 9 8 , 8 7 3 40,020,000 141% 20 2 5 2 0 2 6 8 , 7 8 1 , 6 7 3 1 7 , 2 8 6 , 7 5 5 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 1 , 2 9 8 , 3 3 6 7 9 9 , 2 8 7 1 , 5 8 9 , 4 8 2 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 2 , 8 6 8 , 6 6 9 39,155,000 125% 20 2 6 2 0 2 7 9 , 4 8 4 , 7 6 0 1 9 , 1 9 2 , 1 7 3 3 , 8 5 1 , 0 6 4 8 6 0 , 1 6 2 5 1 8 , 6 8 2 3 3 , 9 0 6 , 8 4 1 8 6 3 , 2 8 0 1 , 7 6 4 , 6 8 1 3 5 1 , 3 0 1 7 9 , 5 8 6 4 9 , 0 1 3 3 , 1 0 7 , 8 6 1 38,180,000 113% 20 2 7 2 0 2 8 1 0 , 1 1 2 , 7 4 9 2 3 , 4 6 0 , 9 0 4 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 3 8 , 9 0 8 , 1 6 0 9 2 0 , 4 3 9 2 , 1 5 7 , 1 8 2 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 3 , 5 6 7 , 1 1 8 36,280,000 93% 20 2 8 2 0 2 9 1 0 , 1 1 2 , 7 4 9 2 7 , 4 3 0 , 5 4 8 3 , 9 2 8 , 0 8 6 8 7 7 , 3 6 5 5 2 9 , 0 5 6 4 2 , 8 7 7 , 8 0 4 9 2 0 , 4 3 9 2 , 5 2 2 , 1 8 3 3 5 8 , 3 2 6 8 1 , 1 7 8 4 9 , 9 9 3 3 , 9 3 2 , 1 1 9 34,285,000 80% 20 2 9 2 0 3 0 1 0 , 3 1 5 , 0 0 4 3 1 , 6 7 5 , 7 8 0 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 4 3 1 , 9 8 1 9 3 8 , 8 4 7 2 , 9 1 2 , 5 2 3 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 5 0 , 6 5 7 32,120,000 68% 20 3 0 2 0 3 1 1 0 , 3 1 5 , 0 0 4 3 1 , 6 7 5 , 7 8 0 4 , 0 0 6 , 6 4 7 8 9 4 , 9 1 3 5 3 9 , 6 3 7 4 7 , 4 3 1 , 9 8 1 9 3 8 , 8 4 7 2 , 9 1 2 , 5 2 3 3 6 5 , 4 9 2 8 2 , 8 0 2 5 0 , 9 9 3 4 , 3 5 0 , 6 5 7 29,850,000 63% 20 3 1 2 0 3 2 1 0 , 5 2 1 , 3 0 4 3 2 , 3 0 9 , 2 9 6 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 3 8 0 , 6 2 1 9 5 7 , 6 2 4 2 , 9 7 0 , 7 7 3 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 3 7 , 6 7 0 27,395,000 57% 20 3 2 2 0 3 3 1 0 , 5 2 1 , 3 0 4 3 2 , 3 0 9 , 2 9 6 4 , 0 8 6 , 7 8 0 9 1 2 , 8 1 1 5 5 0 , 4 3 0 4 8 , 3 8 0 , 6 2 1 9 5 7 , 6 2 4 2 , 9 7 0 , 7 7 3 3 7 2 , 8 0 3 8 4 , 4 5 8 5 2 , 0 1 3 4 , 4 3 7 , 6 7 0 24,845,000 51% 20 3 3 2 0 3 4 1 0 , 7 3 1 , 7 3 0 3 2 , 9 5 5 , 4 8 2 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 3 4 8 , 2 3 4 9 7 6 , 7 7 7 3 , 0 3 0 , 1 8 9 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 5 2 6 , 4 2 5 21,920,000 44% 20 3 4 2 0 3 5 1 0 , 7 3 1 , 7 3 0 3 2 , 9 5 5 , 4 8 2 4 , 1 6 8 , 5 1 6 9 3 1 , 0 6 7 5 6 1 , 4 3 9 4 9 , 3 4 8 , 2 3 4 9 7 6 , 7 7 7 3 , 0 3 0 , 1 8 9 3 8 0 , 2 5 9 8 6 , 1 4 7 5 3 , 0 5 3 4 , 5 2 6 , 4 2 5 18,890,000 38% 20 3 5 2 0 3 6 1 0 , 9 4 6 , 3 6 4 3 3 , 6 1 4 , 5 9 1 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 3 3 5 , 1 9 7 9 9 6 , 3 1 2 3 , 0 9 0 , 7 9 2 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 6 1 6 , 9 5 3 15,650,000 31% 20 3 6 2 0 3 7 1 0 , 9 4 6 , 3 6 4 3 3 , 6 1 4 , 5 9 1 4 , 2 5 1 , 8 8 6 9 4 9 , 6 8 9 5 7 2 , 6 6 7 5 0 , 3 3 5 , 1 9 7 9 9 6 , 3 1 2 3 , 0 9 0 , 7 9 2 3 8 7 , 8 6 4 8 7 , 8 7 0 5 4 , 1 1 4 4 , 6 1 6 , 9 5 3 12,290,000 24% 20 3 7 2 0 3 8 1 1 , 1 6 5 , 2 9 2 3 4 , 2 8 6 , 8 8 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 3 4 1 , 9 0 2 1 , 0 1 6 , 2 3 8 3 , 1 5 2 , 6 0 9 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 7 0 9 , 2 9 2 8,710,000 17% 20 3 8 2 0 3 9 1 1 , 1 6 5 , 2 9 2 3 4 , 2 8 6 , 8 8 3 4 , 3 3 6 , 9 2 4 9 6 8 , 6 8 2 5 8 4 , 1 2 1 5 1 , 3 4 1 , 9 0 2 1 , 0 1 6 , 2 3 8 3 , 1 5 2 , 6 0 9 3 9 5 , 6 2 1 8 9 , 6 2 8 5 5 , 1 9 7 4 , 7 0 9 , 2 9 2 5,000,000 10% 20 3 9 2 0 4 0 1 1 , 3 8 8 , 5 9 8 3 4 , 9 7 2 , 6 2 1 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 3 6 8 , 7 4 1 1 , 0 3 6 , 5 6 3 3 , 2 1 5 , 6 6 1 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 8 0 3 , 4 7 7 - 0% 20 4 0 2 0 4 1 1 1 , 3 8 8 , 5 9 8 3 4 , 9 7 2 , 6 2 1 4 , 4 2 3 , 6 6 3 9 8 8 , 0 5 6 5 9 5 , 8 0 3 5 2 , 3 6 8 , 7 4 1 1 , 0 3 6 , 5 6 3 3 , 2 1 5 , 6 6 1 4 0 3 , 5 3 3 9 1 , 4 2 0 5 6 , 3 0 0 4 , 8 0 3 , 4 7 7 Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 35 EXHIBIT H-2 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 1 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-3) (Exhibit H-4) Value 2019 2020 2021 - $82,882 $82,882 2020 2021 2022 $204,347 1,505,721 1,710,068 2021 2022 2023 4,229,806 1,036,460 5,266,266 2022 2023 2024 6,973,051 263,378 7,236,429 2023 2024 2025 7,662,161 263,378 7,925,539 2024 2025 2026 8,518,295 263,378 8,781,673 2025 2026 2027 9,235,244 249,516 9,484,760 2026 2027 2028 10,112,749 - 10,112,749 2027 2028 2029 10,112,749 - 10,112,749 2028 2029 2030 10,315,004 - 10,315,004 2029 2030 2031 10,315,004 - 10,315,004 2030 2031 2032 10,521,304 - 10,521,304 2031 2032 2033 10,521,304 - 10,521,304 2032 2033 2034 10,731,730 - 10,731,730 2033 2034 2035 10,731,730 - 10,731,730 2034 2035 2036 10,946,364 - 10,946,364 2035 2036 2037 10,946,364 - 10,946,364 2036 2037 2038 11,165,292 - 11,165,292 2037 2038 2039 11,165,292 - 11,165,292 2038 2039 2040 11,388,598 - 11,388,598 2039 2040 2041 11,388,598 - 11,388,598 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 36 EXHIBIT H-3 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 1 Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit H-5) 2.00% New Units 29.00% Valuation (Exhibit H-5) 2.00% New Units 7.15% Valuation Valuation 2021 - - 29.00% - - - 7.15% - - 2022 - - - 29.00% - $2,858,000 - $2,858,000 7.15% $204,347 $204,347 2023 $823,556 - $823,556 29.00% $238,831 52,959,836 55,817,836 7.15% 3,990,975 4,229,806 2024 - $16,471 840,027 29.00% 243,608 37,183,896 $1,116,357 94,118,089 7.15% 6,729,443 6,973,051 2025 - 840,027 29.00% 243,608 9,637,891 103,755,980 7.15% 7,418,553 7,662,161 2026 - 16,801 856,828 29.00% 248,480 9,830,649 2,075,120 115,661,749 7.15% 8,269,815 8,518,295 2027 - 856,828 29.00% 248,480 10,027,262 125,689,011 7.15% 8,986,764 9,235,244 2028 - 17,137 873,965 29.00% 253,450 9,689,501 2,513,780 137,892,292 7.15% 9,859,299 10,112,749 2029 - 873,965 29.00% 253,450 - 137,892,292 7.15% 9,859,299 10,112,749 2030 - 17,479 891,444 29.00% 258,519 - 2,757,846 140,650,138 7.15% 10,056,485 10,315,004 2031 - 891,444 29.00% 258,519 - 140,650,138 7.15% 10,056,485 10,315,004 2032 - 17,829 909,273 29.00% 263,689 - 2,813,003 143,463,141 7.15% 10,257,615 10,521,304 2033 - 909,273 29.00% 263,689 - 143,463,141 7.15% 10,257,615 10,521,304 2034 - 18,185 927,458 29.00% 268,963 - 2,869,263 146,332,404 7.15% 10,462,767 10,731,730 2035 - 927,458 29.00% 268,963 - 146,332,404 7.15% 10,462,767 10,731,730 2036 - 18,549 946,007 29.00% 274,342 - 2,926,648 149,259,052 7.15% 10,672,022 10,946,364 2037 - 946,007 29.00% 274,342 - 149,259,052 7.15% 10,672,022 10,946,364 2038 - 18,920 964,927 29.00% 279,829 - 2,985,181 152,244,233 7.15% 10,885,463 11,165,292 2039 - 964,927 29.00% 279,829 - 152,244,233 7.15% 10,885,463 11,165,292 2040 - 19,299 984,226 29.00% 285,426 - 3,044,885 155,289,118 7.15% 11,103,172 11,388,598 2041 - 984,226 29.00% 285,426 - 155,289,118 7.15% 11,103,172 11,388,598 823,556$ 160,670$ 132,187,035$ 23,102,083$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 37 EXHIBIT H-4 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 1 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-5) Value 29.00% 2021 $285,800 $285,800 $82,882 2022 4,906,341 5,192,141 1,505,721 2023 (1,618,141) 3,574,000 1,036,460 2024 (2,665,800) 908,200 263,378 2025 - 908,200 263,378 2026 - 908,200 263,378 2027 (47,800) 860,400 249,516 2028 (860,400) - - 2029 - - - ($0) This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 38 EXHIBIT H-5 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 1 Ri d g e a t W a r d T H H a n c e S t a t i o n T H H i n k l e P l u m b i n g T o t a l s o f N e w R e s i d e n t i a l D e v e l o p m e n t A l l o c a t i o n o f N e w D e v e l o p m e n t B e t w e e n R e s i d ential and Commercial Ma r k e t M a r k e t M a r k e t Re s i d e n t i a l D e v e l o p m e n t C o m m e r c i a l D e v e l o p m e n t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l T o t al A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n U n i t s V a l u e t o F i n i s h e d 4 7 8 , 0 0 0 $ V a l u e o f U n i t s V a l u e t o F i n i s h e d 4 6 8 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 8 1 $ V a l u e o f U n i t s V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U ni t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - - - - - - - - 20 1 9 20 2 1 $ 2 3 9 , 0 0 0 - - $ 4 6 , 8 0 0 - - - - - - - $ 2 8 5 , 8 0 0 - - $285,800 - - - 20 2 0 2 0 2 2 5 2,7 2 4 , 6 0 0 ( $ 2 3 9 , 0 0 0 ) 4 7 8 , 0 0 0 $ $ 2 , 3 9 0 , 0 0 0 1 2,3 8 6 , 8 0 0 ( $ 4 6 , 8 0 0 ) 4 6 8 , 0 0 0 $ $ 4 6 8 , 0 0 0 $ 8 0 , 7 4 1 - 8 1 $ - 6 $ 2 , 8 5 8 , 0 0 0 4 , 9 0 6 , 3 4 1 6 $ 2 , 8 5 8 , 0 0 0 4 , 9 0 6 , 3 4 1 - - $80,741 20 2 1 2 0 2 3 57 3,0 5 9 , 2 0 0 ( 2 , 7 2 4 , 6 0 0 ) 4 8 7 , 5 6 0 2 7 , 7 9 0 , 9 2 0 51 51 4 , 8 0 0 ( 2 , 3 8 6 , 8 0 0 ) 4 7 7 , 3 6 0 2 4 , 3 4 5 , 3 6 0 99 6 8 - ( $ 8 0 , 7 4 1 ) 8 3 8 2 3 , 5 5 6 1 0 , 0 7 6 5 2 , 9 5 9 , 8 3 6 ( 1 , 6 1 8 , 1 4 1 ) 1 0 8 5 2 , 1 3 6 , 2 8 0 (1,618,141) 9,968 $823,556 ( 8 0 , 7 4 1 ) 20 2 2 2 0 2 4 64 90 8 , 2 0 0 ( 3 , 0 5 9 , 2 0 0 ) 4 9 7 , 3 1 1 3 1 , 8 2 7 , 9 1 7 11 - ( 5 1 4 , 8 0 0 ) 4 8 6 , 9 0 7 5 , 3 5 5 , 9 7 9 - - 8 4 - 7 5 3 7 , 1 8 3 , 8 9 6 ( 2 , 6 6 5 , 8 0 0 ) 7 5 3 7 , 1 8 3 , 8 9 6 (2,665,800) - - - 20 2 3 2 0 2 5 19 90 8 , 2 0 0 ( 9 0 8 , 2 0 0 ) 5 0 7 , 2 5 7 9 , 6 3 7 , 8 9 1 - - 4 9 6 , 6 4 5 - - - 8 6 - 1 9 9 , 6 3 7 , 8 9 1 - 1 9 9 , 6 3 7 , 8 9 1 - - - - 20 2 4 2 0 2 6 19 90 8 , 2 0 0 ( 9 0 8 , 2 0 0 ) 5 1 7 , 4 0 3 9 , 8 3 0 , 6 4 9 - - 5 0 6 , 5 7 8 - - - 8 8 - 1 9 9 , 8 3 0 , 6 4 9 - 1 9 9 , 8 3 0 , 6 4 9 - - - - 20 2 5 2 0 2 7 19 86 0 , 4 0 0 ( 9 0 8 , 2 0 0 ) 5 2 7 , 7 5 1 1 0 , 0 2 7 , 2 6 2 - - 5 1 6 , 7 1 0 - - - 8 9 - 1 9 1 0 , 0 2 7 , 2 6 2 ( 4 7 , 8 0 0 ) 1 9 1 0 , 0 2 7 , 2 6 2 (47,800) - - - 20 2 6 2 0 2 8 18 - ( 8 6 0 , 4 0 0 ) 5 3 8 , 3 0 6 9 , 6 8 9 , 5 0 1 - - 5 2 7 , 0 4 4 - - - 9 1 - 1 8 9 , 6 8 9 , 5 0 1 ( 8 6 0 , 4 0 0 ) 1 8 9 , 6 8 9 , 5 0 1 (860,400) - - - 20 1 9 , 6 0 7 , 8 0 0 $ ( 9 , 6 0 7 , 8 0 0 ) $ 1 0 1 , 1 9 4 , 1 4 0 $ 6 3 2 , 9 4 8 , 4 0 0 $ ( 2 , 9 4 8 , 4 0 0 ) $ 3 0 , 1 6 9 , 3 3 9 $ 9 9 6 8 8 0 , 7 4 1 $ ( 8 0 , 7 4 1 ) $ 8 2 3 , 5 5 6 $ 1 0 , 2 3 2 1 3 2 , 1 8 7 , 0 3 5 $ ( 0 ) $ 2 6 4 1 3 1 , 3 6 3 , 4 7 9 $ (0)$ 9,968 823,556 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u ntin g P o l i c i e s 39 EXHIBIT H-6 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 2 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-7) (Exhibit H-8) Value 2019 2020 2021 - $644,670 $644,670 2020 2021 2022 $1,589,445 2,198,093 3,787,538 2021 2022 2023 9,273,832 - 9,273,832 2022 2023 2024 9,459,309 535,965 9,995,274 2023 2024 2025 15,147,013 155,340 15,302,353 2024 2025 2026 17,131,405 155,350 17,286,755 2025 2026 2027 18,846,592 345,581 19,192,173 2026 2027 2028 23,115,323 345,581 23,460,904 2027 2028 2029 27,084,959 345,589 27,430,548 2028 2029 2030 31,675,780 - 31,675,780 2029 2030 2031 31,675,780 - 31,675,780 2030 2031 2032 32,309,296 - 32,309,296 2031 2032 2033 32,309,296 - 32,309,296 2032 2033 2034 32,955,482 - 32,955,482 2033 2034 2035 32,955,482 - 32,955,482 2034 2035 2036 33,614,591 - 33,614,591 2035 2036 2037 33,614,591 - 33,614,591 2036 2037 2038 34,286,883 - 34,286,883 2037 2038 2039 34,286,883 - 34,286,883 2038 2039 2040 34,972,621 - 34,972,621 2039 2040 2041 34,972,621 - 34,972,621 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 40 EXHIBIT H-7 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 2 Allocation to Commercial Property Estimated Estimated Market Biennial Cumulative Market Biennial Cumulative Value of Valuation Market Value Assessment Commercial Value of Valuation Market Value Assessment Residential Total Collection New Units Increases of Existing plus Ratio Assessed New Units Increases of Existing plus Ratio Assessed Assessed Year (Exhibit H-9) 2.00% New Units 29.00% Valuation (Exhibit H-9) 2.00% New Units 7.15% Valuation Valuation 2021 - 29.00% - - 7.15% - - 2022 - - 29.00% - $22,230,000 - $22,230,000 7.15% $1,589,445 $1,589,445 2023 $9,869,846 $9,869,846 29.00% $2,862,255 67,442,400 89,672,400 7.15% 6,411,577 9,273,832 2024 - $197,397 10,067,243 29.00% 2,919,501 - $1,793,448 91,465,848 7.15% 6,539,808 9,459,309 2025 19,612,775 29,680,018 29.00% 8,607,205 91,465,848 7.15% 6,539,808 15,147,013 2026 5,798,108 593,600 36,071,727 29.00% 10,460,801 1,829,317 93,295,165 7.15% 6,670,604 17,131,405 2027 5,914,437 41,986,164 29.00% 12,175,988 93,295,165 7.15% 6,670,604 18,846,592 2028 13,419,999 839,723 56,245,886 29.00% 16,311,307 1,865,903 95,161,068 7.15% 6,804,016 23,115,323 2029 13,688,399 69,934,285 29.00% 20,280,943 95,161,068 7.15% 6,804,016 27,084,959 2030 13,962,489 1,398,686 85,295,460 29.00% 24,735,683 1,903,221 97,064,289 7.15% 6,940,097 31,675,780 2031 - 85,295,460 29.00% 24,735,683 97,064,289 7.15% 6,940,097 31,675,780 2032 - 1,705,909 87,001,369 29.00% 25,230,397 1,941,286 99,005,575 7.15% 7,078,899 32,309,296 2033 - 87,001,369 29.00% 25,230,397 99,005,575 7.15% 7,078,899 32,309,296 2034 - 1,740,027 88,741,396 29.00% 25,735,005 1,980,112 100,985,687 7.15% 7,220,477 32,955,482 2035 - 88,741,396 29.00% 25,735,005 100,985,687 7.15% 7,220,477 32,955,482 2036 - 1,774,828 90,516,224 29.00% 26,249,705 2,019,714 103,005,401 7.15% 7,364,886 33,614,591 2037 - 90,516,224 29.00% 26,249,705 103,005,401 7.15% 7,364,886 33,614,591 2038 - 1,810,324 92,326,548 29.00% 26,774,699 2,060,108 105,065,509 7.15% 7,512,184 34,286,883 2039 - 92,326,548 29.00% 26,774,699 105,065,509 7.15% 7,512,184 34,286,883 2040 - 1,846,531 94,173,079 29.00% 27,310,193 2,101,310 107,166,819 7.15% 7,662,428 34,972,621 2041 - 94,173,079 29.00% 27,310,193 107,166,819 7.15% 7,662,428 34,972,621 82,266,054$ 11,907,025$ 89,672,400$ 17,494,419$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 41 EXHIBIT H-8 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 2 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-9) Value 29.00% 2021 $2,223,000 $2,223,000 $644,670 2022 5,356,632 7,579,632 2,198,093 2023 (7,579,632) - - 2024 1,848,156 1,848,156 535,965 2025 (1,312,500) 535,656 155,340 2026 33 535,689 155,350 2027 655,969 1,191,658 345,581 2028 - 1,191,658 345,581 2029 28 1,191,685 345,589 2030 (1,191,685) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 42 EXHIBIT H-9 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C R e t a i l C C C F i t n e s s C C C G a s S t a t i o n Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 3 2 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 7 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 8 4 $ Value of Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s 20 1 8 20 2 0 - - 20 1 9 20 2 1 - - - - - - - - - 20 2 0 2 0 2 2 - - 3 3 2 $ - - - 7 0 $ - $ 2 7 5 , 8 8 0 - 4 8 4 $ - 20 2 1 2 0 2 3 - - 3 3 9 - - - 7 1 - 57 0 0 - ( $ 2 7 5 , 8 8 0 ) 4 9 4 $2,813,976 20 2 2 2 0 2 4 $ 2 7 6 , 6 5 6 - 3 4 5 - $ 2 5 9 , 0 0 0 - 7 3 - - - 5 0 4 - 20 2 3 2 0 2 5 83 3 3 27 6 , 6 5 6 ( $ 2 7 6 , 6 5 6 ) 3 5 2 $ 2 , 9 3 5 , 8 9 1 37 0 0 0 25 9 , 0 0 0 ( $ 2 5 9 , 0 0 0 ) 7 4 $ 2 , 7 4 8 , 5 2 9 - - 5 1 4 - 20 2 4 2 0 2 6 83 3 3 27 6 , 6 8 9 ( 2 7 6 , 6 5 6 ) 3 5 9 2 , 9 9 4 , 6 0 9 37 0 0 0 25 9 , 0 0 0 ( 2 5 9 , 0 0 0 ) 7 6 2 , 8 0 3 , 4 9 9 - - 5 2 4 - 20 2 5 2 0 2 7 83 3 4 - ( 2 7 6 , 6 8 9 ) 3 6 7 3 , 0 5 4 , 8 6 8 37 0 0 0 - ( 2 5 9 , 0 0 0 ) 7 7 2 , 8 5 9 , 5 6 9 - - 5 3 4 - 20 2 6 2 0 2 8 - - 3 7 4 - - - 7 9 - - - 5 4 5 - 20 2 7 2 0 2 9 - - 3 8 1 - - - 8 0 - - - 5 5 6 - 20 2 8 2 0 3 0 - 3 8 9 - 8 2 - 5 6 7 - 20 2 9 2 0 3 1 - 3 9 7 - 8 4 5 7 8 - 25 0 0 0 8 3 0 , 0 0 0 $ ( 8 3 0 , 0 0 0 ) $ 8 , 9 8 5 , 3 6 8 $ 1 1 1 0 0 0 7 7 7 , 0 0 0 $ ( 7 7 7 , 0 0 0 ) $ 8 , 4 1 1 , 5 9 7 $ 5 7 0 0 2 7 5 , 8 8 0 $ ( 2 7 5 , 8 8 0 ) $ 2 , 8 1 3 , 9 7 6 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nti n g P o l i c i e s 43 EXHIBIT H-9 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 20 2 8 2 0 3 0 20 2 9 2 0 3 1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C H o t e l C C C F o o t h i l l s C r e d i t U n i o n C C C S C L M e d O f f i c e Ma r k e t M a r k e t M a r k e t Va l u e o f V a l u e p e r V a l u e o f V a l u e p e r V a l u e o f V a l u e p e r Va c a n t L a n d L a n d M o v e d U n i t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t V a c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t Un i t s V a l u e t o F i n i s h e d 1 0 5 , 0 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 4 5 6 . 0 0 $ V a l u e o f S q . F o o t V a l u e t o F i n i s h e d 2 7 5 $ Value of Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s - - - - - - - - - - 1 0 5 , 0 0 0 $ - $ 6 9 1 , 7 5 2 - 4 5 6 $ - - 2 7 5 $ - - - 1 0 7 , 1 0 0 - 15 1 7 0 - ( $ 6 9 1 , 7 5 2 ) 4 6 5 $ 7 , 0 5 5 , 8 7 0 - - 2 8 1 - 1, 3 1 2 , 5 0 0 - 1 0 9 , 2 4 2 - - - 4 7 4 - - - 2 8 6 - 12 5 $0 ( 1 , 3 1 2 , 5 0 0 ) 1 1 1 , 4 2 7 1 3 , 9 2 8 , 3 5 5 - - 4 8 4 - - - 2 9 2 - - $ 0 1 1 3 , 6 5 5 $ 0 - - 4 9 4 - - - 2 9 8 - - - 1 1 5 , 9 2 8 - - - 5 0 3 - $ 1 , 1 9 1 , 6 5 8 - 3 0 4 - - - 1 1 8 , 2 4 7 - - - 5 1 4 - 43 3 3 3 1, 1 9 1 , 6 5 8 ( $ 1 , 1 9 1 , 6 5 8 ) 3 1 0 $13,419,999 - - 1 2 0 , 6 1 2 - - - 5 2 4 - 43 3 3 3 1, 1 9 1 , 6 8 5 ( 1 , 1 9 1 , 6 5 8 ) 3 1 6 13,688,399 - 1 2 3 , 0 2 4 - - - 5 3 4 - 43 3 3 4 - ( 1 , 1 9 1 , 6 8 5 ) 3 2 2 13,962,489 12 5 , 4 8 5 - - - 5 4 5 - - - 3 2 9 - 12 5 1 , 3 1 2 , 5 0 0 $ ( 1 , 3 1 2 , 5 0 0 ) $ 1 3 , 9 2 8 , 3 5 5 $ 1 5 1 7 0 6 9 1 , 7 5 2 $ ( 6 9 1 , 7 5 2 ) $ 7 , 0 5 5 , 8 7 0 $ 1 3 0 0 0 0 3 , 5 7 5 , 0 0 0 $ ( 3 , 5 7 5 , 0 0 0 ) $ 41,070,887 $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 44 EXHIBIT H-9 Ca l e n d a r C o l l e c t i o n Ye a r Y e a r 20 1 8 20 2 0 20 1 9 20 2 1 20 2 0 2 0 2 2 20 2 1 2 0 2 3 20 2 2 2 0 2 4 20 2 3 2 0 2 5 20 2 4 2 0 2 6 20 2 5 2 0 2 7 20 2 6 2 0 2 8 20 2 7 2 0 2 9 20 2 8 2 0 3 0 20 2 9 2 0 3 1 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 2 CC C O u t l o o k T H A p ts T o t a l s o f N e w D e v e l o p me n t A l l o c a t i o n o f N e w D e v e l o p me n t B e t w e e n R e s i d e n t i a l a n d C o m m e r c i a l Ma r k e t Co m m e r c i a l D e v e l o p me n t Residential Develo p ment Va l u e o f V a l u e p e r T o t a l A d d i t i o n s t o A d d i t i o n s t o A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d R e s i d e n c e M a r k e t U n i t s A n n u a l A n n u a l T o t a l A n n u a l A n n u a l T o t a l A n n u a l A n n u a l Un i t s V a l u e t o F i n i s h e d 2 8 5 , 0 0 0 $ V a l u e o f o r S q . F t . V a l u e o f V a l u e o f S q . F t V a l u e o f V a l u e o f U n i t s V a l u e o f V a l u e o f Co m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d C o m p l e t e d N e w U n i t s L a n d - - $ 0 - - - - - $2 , 2 2 3 , 0 0 0 - - - $ 2 , 2 2 3 , 0 0 0 - - - - - $2,223,000 78 6,6 1 2 , 0 0 0 ( $ 2 , 2 2 3 , 0 0 0 ) $ 2 8 5 , 0 0 0 $ 2 2 , 2 3 0 , 0 0 0 7 8 $ 2 2 , 2 3 0 , 0 0 0 5 , 3 5 6 , 6 3 2 - - 9 6 7 , 6 3 2 7 8 $ 2 2 , 2 3 0 , 0 0 0 4 , 3 8 9 , 0 0 0 23 2 - ( 6 , 6 1 2 , 0 0 0 ) 2 9 0 , 7 0 0 6 7 , 4 4 2 , 4 0 0 2 1 , 1 0 2 7 7 , 3 1 2 , 2 4 6 ( 7 , 5 7 9 , 6 3 2 ) $ 2 0 , 8 7 0 $ 9 , 8 6 9 , 8 4 6 ( 9 6 7 , 6 3 2 ) 2 3 2 6 7 , 4 4 2 , 4 0 0 (6,612,000) - - 2 9 6 , 5 1 4 - - - 1 , 8 4 8 , 1 5 6 - - 1 , 8 4 8 , 1 5 6 - - - - - 3 0 2 , 4 4 4 - 4 5 , 4 5 8 1 9 , 6 1 2 , 7 7 5 ( 1 , 3 1 2 , 5 0 0 ) 4 5 , 4 5 8 1 9 , 6 1 2 , 7 7 5 ( 1 , 3 1 2 , 5 0 0 ) - - - - - 3 0 8 , 4 9 3 - 4 5 , 3 3 3 5 , 7 9 8 , 1 0 8 3 3 4 5 , 3 3 3 5 , 7 9 8 , 1 0 8 3 3 - - - - - 3 1 4 , 6 6 3 - 4 5 , 3 3 4 5 , 9 1 4 , 4 3 7 6 5 5 , 9 6 9 4 5 , 3 3 4 5 , 9 1 4 , 4 3 7 6 5 5 , 9 6 9 - - - - - 3 2 0 , 9 5 6 - 4 3 , 3 3 3 1 3 , 4 1 9 , 9 9 9 - 4 3 , 3 3 3 1 3 , 4 1 9 , 9 9 9 - - - - - - 3 2 7 , 3 7 5 - 4 3 , 3 3 3 1 3 , 6 8 8 , 3 9 9 2 8 4 3 , 3 3 3 1 3 , 6 8 8 , 3 9 9 2 8 - - - - 3 3 3 , 9 2 3 - 4 3 , 3 3 4 1 3 , 9 6 2 , 4 8 9 ( 1 , 1 9 1 , 6 8 5 ) 4 3 , 3 3 4 1 3 , 9 6 2 , 4 8 9 ( 1 , 1 9 1 , 6 8 5 ) - - - - 3 4 0 , 6 0 1 - - - - - - - 31 0 8 , 8 3 5 , 0 0 0 $ ( 8 , 8 3 5 , 0 0 0 ) $ 8 9 , 6 7 2 , 4 0 0 $ 2 8 7 , 3 0 5 1 7 1 , 9 3 8 , 4 5 4 $ - $ 2 8 6 , 9 9 5 8 2 , 2 6 6 , 0 5 4 $ - $ 3 1 0 8 9 , 6 7 2 , 4 0 0 $ -$ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 45 EXHIBIT H-10 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 3 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-11) (Exhibit H-12) Value 2019 2020 2021 - - - 2020 2021 2022 - $362,894 $362,894 2021 2022 2023 $3,701,523 - 3,701,523 2022 2023 2024 3,775,553 - 3,775,553 2023 2024 2025 3,775,553 - 3,775,553 2024 2025 2026 3,851,064 - 3,851,064 2025 2026 2027 3,851,064 - 3,851,064 2026 2027 2028 3,928,086 - 3,928,086 2027 2028 2029 3,928,086 - 3,928,086 2028 2029 2030 4,006,647 - 4,006,647 2029 2030 2031 4,006,647 - 4,006,647 2030 2031 2032 4,086,780 - 4,086,780 2031 2032 2033 4,086,780 - 4,086,780 2032 2033 2034 4,168,516 - 4,168,516 2033 2034 2035 4,168,516 - 4,168,516 2034 2035 2036 4,251,886 - 4,251,886 2035 2036 2037 4,251,886 - 4,251,886 2036 2037 2038 4,336,924 - 4,336,924 2037 2038 2039 4,336,924 - 4,336,924 2038 2039 2040 4,423,663 - 4,423,663 2039 2040 2041 4,423,663 - 4,423,663 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 46 EXHIBIT H-11 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVEOPMENT PROJECT AREA NO. 3 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit H-13) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $12,763,872 $12,763,872 29.00% $3,701,523 2024 - $255,277 13,019,149 29.00% 3,775,553 2025 - 13,019,149 29.00% 3,775,553 2026 - 260,383 13,279,532 29.00% 3,851,064 2027 - 13,279,532 29.00% 3,851,064 2028 - 265,591 13,545,123 29.00% 3,928,086 2029 - 13,545,123 29.00% 3,928,086 2030 - 270,902 13,816,025 29.00% 4,006,647 2031 - 13,816,025 29.00% 4,006,647 2032 - 276,321 14,092,346 29.00% 4,086,780 2033 - 14,092,346 29.00% 4,086,780 2034 - 281,847 14,374,193 29.00% 4,168,516 2035 - 14,374,193 29.00% 4,168,516 2036 - 287,484 14,661,677 29.00% 4,251,886 2037 - 14,661,677 29.00% 4,251,886 2038 - 293,234 14,954,911 29.00% 4,336,924 2039 - 14,954,911 29.00% 4,336,924 2040 - 299,098 15,254,009 29.00% 4,423,663 2041 - 15,254,009 29.00% 4,423,663 12,763,872$ 2,490,137$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 47 EXHIBIT H-12 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVEOPMENT PROJECT AREA NO. 3 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-13) Value 29.00% 2021 - - - 2022 $1,251,360 $1,251,360 $362,894 2023 (1,251,360) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 48 EXHIBIT H-13 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 3 Ax i s 7 0 W e s t T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 8 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 , 2 5 1 , 3 6 0 - 8 8 $ - - - $ 1 , 2 5 1 , 3 6 0 20 2 1 2 0 2 3 14 2 2 0 0 - ( $ 1 , 2 5 1 , 3 6 0 ) 9 0 $ 1 2 , 7 6 3 , 8 7 2 1 4 2 , 2 0 0 $ 1 2 , 7 6 3 , 8 7 2 ( 1 , 2 5 1 , 3 6 0 ) 20 2 2 2 0 2 4 - - 9 2 - - - - 20 2 3 2 0 2 5 - - 9 3 - - - - 20 2 4 2 0 2 6 - - 9 5 - - - - 20 2 5 2 0 2 7 - - 9 7 - - - - 20 2 6 2 0 2 8 - - 9 9 - - - - 20 2 7 2 0 2 9 - - 1 0 1 - - - - 14 2 2 0 0 1 , 2 5 1 , 3 6 0 $ ( 1 , 2 5 1 , 3 6 0 ) $ 1 2 , 7 6 3 , 8 7 2 $ 1 4 2 , 2 0 0 1 2 , 7 6 3 , 8 7 2 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 49 EXHIBIT H-14 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 4 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-15) (Exhibit H-16) Value 2019 2020 2021 - - - 2020 2021 2022 - - - 2021 2022 2023 - $81,055 $81,055 2022 2023 2024 $843,296 - 843,296 2023 2024 2025 843,296 - 843,296 2024 2025 2026 860,162 - 860,162 2025 2026 2027 860,162 - 860,162 2026 2027 2028 877,365 - 877,365 2027 2028 2029 877,365 - 877,365 2028 2029 2030 894,913 - 894,913 2029 2030 2031 894,913 - 894,913 2030 2031 2032 912,811 - 912,811 2031 2032 2033 912,811 - 912,811 2032 2033 2034 931,067 - 931,067 2033 2034 2035 931,067 - 931,067 2034 2035 2036 949,689 - 949,689 2035 2036 2037 949,689 - 949,689 2036 2037 2038 968,682 - 968,682 2037 2038 2039 968,682 - 968,682 2038 2039 2040 988,056 - 988,056 2039 2040 2041 988,056 - 988,056 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 50 EXHIBIT H-15 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 4 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit H-17) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 - - 29.00% - 2024 $2,907,918 - $2,907,918 29.00% $843,296 2025 - 2,907,918 29.00% 843,296 2026 - $58,158 2,966,076 29.00% 860,162 2027 - 2,966,076 29.00% 860,162 2028 - 59,322 3,025,398 29.00% 877,365 2029 - 3,025,398 29.00% 877,365 2030 - 60,508 3,085,906 29.00% 894,913 2031 - 3,085,906 29.00% 894,913 2032 - 61,718 3,147,624 29.00% 912,811 2033 - 3,147,624 29.00% 912,811 2034 - 62,952 3,210,576 29.00% 931,067 2035 - 3,210,576 29.00% 931,067 2036 - 64,212 3,274,788 29.00% 949,689 2037 - 3,274,788 29.00% 949,689 2038 - 65,496 3,340,284 29.00% 968,682 2039 - 3,340,284 29.00% 968,682 2040 - 66,806 3,407,090 29.00% 988,056 2041 - 3,407,090 29.00% 988,056 2,907,918$ 499,172$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 51 EXHIBIT H-16 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 4 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-17) Value 29.00% 2021 - - - 2022 - - - 2023 $279,500 $279,500 $81,055 2024 (279,500) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 52 EXHIBIT H-17 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 4 Ap p l e w o o d V i l l a g e R e t a i l T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 4 3 0 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 - - 4 3 0 $ - - - - 20 2 1 2 0 2 3 $ 2 7 9 , 5 0 0 - 4 3 9 - - - $ 2 7 9 , 5 0 0 20 2 2 2 0 2 4 65 0 0 - ( $ 2 7 9 , 5 0 0 ) 4 4 7 $ 2 , 9 0 7 , 9 1 8 6 , 5 0 0 $ 2 , 9 0 7 , 9 1 8 ( 2 7 9 , 5 0 0 ) 20 2 3 2 0 2 5 - - 4 5 6 - - - - 20 2 4 2 0 2 6 - - 4 6 5 - - - - 20 2 5 2 0 2 7 - - 4 7 5 - - - - 20 2 6 2 0 2 8 - - 4 8 4 - - - - 20 2 7 2 0 2 9 - - 4 9 4 - - - - 65 0 0 2 7 9 , 5 0 0 $ ( 2 7 9 , 5 0 0 ) $ 2 , 9 0 7 , 9 1 8 $ 6 , 5 0 0 2 , 9 0 7 , 9 1 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 53 EXHIBIT H-18 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SUMMARY OF ASSESSED VALUES FOR NEW DEVELOPMENT PROJECT AREA NO. 5 Assesed Values of Property Developed Vacant Land Assessed Assessed Total Construction Assessed Collection Valuation Valuation Assessed Year Year Year (Exhibit H-19) (Exhibit H-20) Value 2019 2020 2021 - - - 2020 2021 2022 - $48,877 $48,877 2021 2022 2023 $498,541 - 498,541 2022 2023 2024 508,512 - 508,512 2023 2024 2025 508,512 - 508,512 2024 2025 2026 518,682 - 518,682 2025 2026 2027 518,682 - 518,682 2026 2027 2028 529,056 - 529,056 2027 2028 2029 529,056 - 529,056 2028 2029 2030 539,637 - 539,637 2029 2030 2031 539,637 - 539,637 2030 2031 2032 550,430 - 550,430 2031 2032 2033 550,430 - 550,430 2032 2033 2034 561,439 - 561,439 2033 2034 2035 561,439 - 561,439 2034 2035 2036 572,667 - 572,667 2035 2036 2037 572,667 - 572,667 2036 2037 2038 584,121 - 584,121 2037 2038 2039 584,121 - 584,121 2038 2039 2040 595,803 - 595,803 2039 2040 2041 595,803 - 595,803 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 54 EXHIBIT H-19 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - DEVELOPED PROPERTY NEW DEVELOPMENT PROJECT AREA NO. 5 Estimated Market Biennial Cumulative Value of Valuation Market Value Assessment Collection New Units Increases of Existing plus Ratio Assessed Year (Exhibit H-21) 2.00% New Units 29.00% Valuation 2021 - - 29.00% - 2022 - - - 29.00% - 2023 $1,719,108 $1,719,108 29.00% $498,541 2024 - $34,382 1,753,490 29.00% 508,512 2025 - 1,753,490 29.00% 508,512 2026 - 35,070 1,788,560 29.00% 518,682 2027 - 1,788,560 29.00% 518,682 2028 - 35,771 1,824,331 29.00% 529,056 2029 - 1,824,331 29.00% 529,056 2030 - 36,487 1,860,818 29.00% 539,637 2031 - 1,860,818 29.00% 539,637 2032 - 37,216 1,898,034 29.00% 550,430 2033 - 1,898,034 29.00% 550,430 2034 - 37,961 1,935,995 29.00% 561,439 2035 - 1,935,995 29.00% 561,439 2036 - 38,720 1,974,715 29.00% 572,667 2037 - 1,974,715 29.00% 572,667 2038 - 39,494 2,014,209 29.00% 584,121 2039 - 2,014,209 29.00% 584,121 2040 - 40,284 2,054,493 29.00% 595,803 2041 - 2,054,493 29.00% 595,803 1,719,108$ 335,385$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 55 EXHIBIT H-20 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED ASSESSED VALUATION - VACANT LAND NEW DEVELOPMENT PROJECT AREA NO. 5 Assessed Value of Vacant Land Net Additions Cumulative to Vacant Land Cumulative Land Assessed Collection Value Land Market Value at Year (Exhibit H-21) Value 29.00% 2021 - - - 2022 $168,540 $168,540 $48,877 2023 (168,540) - - $0 This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 56 EXHIBIT H-21 WH E A T R I D G E U R B A N R E N E W A L A U T H O R I T Y (I N T H E C I T Y O F W H E A T R I D G E ) J E F F E R S O N C O U N T Y , C O L O R A D O FO R E C A S T O F C A S H B A L A N C E S A N D C A S H R E C E I P T S A N D D I S B U R S E M E N T S FO R D E B T S E R V I C E F U N D O N L Y FO R C A L E N D A R Y E A R S E N D I N G 2 0 2 1 T H R O U G H 2 0 4 0 - A L T E R N A T E S C E N A R I O SC H E D U L E O F E S T I M A T E D M A R K E T V A L U E - N E W D E V E L O P M E N T P R O J E C T A R E A N O . 5 Ch r i s t i a n B r o s A u t o m o t i v e T o t a l s o f N e w D e v e l o p m e n t Ma r k e t Va l u e o f V a l u e p e r A d d i t i o n s t o Va c a n t L a n d L a n d M o v e d S q . F o o t M a r k e t T o t a l A n n u a l A n n u a l Ca l e n d a r C o l l e c t i o n S q . F o o t V a l u e t o F i n i s h e d 3 1 8 $ V a l u e o f U n i t s V a l u e o f V a l u e o f Ye a r Y e a r C o m p l e t e d 1 0 % I n v e n t o r y 2 . 0 0 % N e w U n i t s C o m p l e t e d N e w U n i t s L a n d 20 1 8 20 2 0 - - - 20 1 9 20 2 1 - - - - - - 20 2 0 2 0 2 2 $ 1 6 8 , 5 4 0 - 3 1 8 $ - - - $ 1 6 8 , 5 4 0 20 2 1 2 0 2 3 53 0 0 - ( $ 1 6 8 , 5 4 0 ) 3 2 4 $ 1 , 7 1 9 , 1 0 8 5 , 3 0 0 $ 1 , 7 1 9 , 1 0 8 ( 1 6 8 , 5 4 0 ) 20 2 2 2 0 2 4 - - 3 3 1 - - - - 20 2 3 2 0 2 5 - - 3 3 7 - - - - 20 2 4 2 0 2 6 - - 3 4 4 - - - - 20 2 5 2 0 2 7 - - 3 5 1 - - - - 20 2 6 2 0 2 8 - - 3 5 8 - - - - 20 2 7 2 0 2 9 - - 3 6 5 - - - - 53 0 0 1 6 8 , 5 4 0 $ ( 1 6 8 , 5 4 0 ) $ 1 , 7 1 9 , 1 0 8 $ 5 , 3 0 0 1 , 7 1 9 , 1 0 8 $ - $ Th i s f i n a n c i a l i n f o r m a t i o n s h o u l d b e r e a d o n l y i n c o n n e c t i o n w i t h t h e a c c o m p a n y i n g S u m m a r y o f S i g n i f i c a n t A s s u m p t i o n s a n d A c c o u nt i n g P o l i c i e s 57 EXHIBIT H-22 WHEAT RIDGE URBAN RENEWAL AUTHORITY (IN THE CITY OF WHEAT RIDGE) JEFFERSON COUNTY, COLORADO FORECAST OF CASH BALANCES AND CASH RECEIPTS AND DISBURSEMENTS FOR DEBT SERVICE FUND ONLY FOR CALENDAR YEARS ENDING 2021 THROUGH 2040 - ALTERNATE SCENARIO SCHEDULE OF ESTIMATED 2021A BONDS DEBT SERVICE REQUIREMENTS ASSUMING A SETTLEMENT OF NOVEMBER 9, 2021 Capitalized Interest Original Issue Payment Payment For and DSRF Total Debt Reoffering Premium/Total Principal Annual Date Rate Principal Interest Adjustments Payment Price (Discount) Production Outstanding Debt Service 01-Jun-22 $991,764 ($857,238) $134,526 42,105,000$ 01-Dec-22 4.000% $160,000.00 883,750 (763,875) 279,875 103.851% $6,161.60 $166,161.60 41,945,000 $414,401 01-Jun-23 880,550 (763,875) 116,675 41,945,000 01-Dec-23 4.000% 1,185,000 880,550 (763,875) 1,301,675 107.167% 84,929 1,269,929 40,760,000 1,418,350 01-Jun-24 856,850 856,850 40,760,000 01-Dec-24 856,850 856,850 40,760,000 1,713,700 01-Jun-25 856,850 856,850 40,760,000 01-Dec-25 4.000% 740,000 856,850 1,596,850 112.975% 96,015 836,015 40,020,000 2,453,700 01-Jun-26 842,050 842,050 40,020,000 01-Dec-26 4.000% 865,000 842,050 1,707,050 115.249% 131,904 996,904 39,155,000 2,549,100 01-Jun-27 824,750 824,750 39,155,000 01-Dec-27 4.000% 975,000 824,750 1,799,750 116.702% 162,845 1,137,845 38,180,000 2,624,500 01-Jun-28 805,250 805,250 38,180,000 01-Dec-28 5.000% 1,900,000 805,250 2,705,250 124.808% 471,352 2,371,352 36,280,000 3,510,500 01-Jun-29 757,750 757,750 36,280,000 01-Dec-29 5.000% 1,995,000 757,750 2,752,750 126.567% 530,012 2,525,012 34,285,000 3,510,500 01-Jun-30 707,875 707,875 34,285,000 01-Dec-30 5.000% 2,165,000 707,875 2,872,875 128.280% 612,262 2,777,262 32,120,000 3,580,750 01-Jun-31 653,750 653,750 32,120,000 01-Dec-31 5.000% 2,270,000 653,750 2,923,750 130.398% 690,035 2,960,035 29,850,000 3,577,500 01-Jun-32 597,000 597,000 29,850,000 01-Dec-32 4.000% 2,455,000 597,000 3,052,000 119.856% 487,465 2,942,465 27,395,000 3,649,000 01-Jun-33 547,900 547,900 27,395,000 01-Dec-33 4.000% 2,550,000 547,900 3,097,900 119.350% 493,425 3,043,425 24,845,000 3,645,800 01-Jun-34 496,900 496,900 24,845,000 01-Dec-34 4.000% 2,925,000 496,900 3,421,900 118.745% 548,291 3,473,291 21,920,000 3,918,800 01-Jun-35 438,400 438,400 21,920,000 01-Dec-35 4.000% 3,030,000 438,400 3,468,400 118.544% 561,883 3,591,883 18,890,000 3,906,800 01-Jun-36 377,800 377,800 18,890,000 01-Dec-36 4.000% 3,240,000 377,800 3,617,800 118.244% 591,106 3,831,106 15,650,000 3,995,600 01-Jun-37 313,000 313,000 15,650,000 01-Dec-37 4.000% 3,360,000 313,000 3,673,000 117.944% 602,918 3,962,918 12,290,000 3,986,000 01-Jun-38 245,800 245,800 12,290,000 01-Dec-38 4.000% 3,580,000 245,800 3,825,800 117.645% 631,691 4,211,691 8,710,000 4,071,600 01-Jun-39 174,200 174,200 8,710,000 01-Dec-39 4.000% 3,710,000 174,200 3,884,200 117.347% 643,574 4,353,574 5,000,000 4,058,400 01-Jun-40 100,000 100,000 5,000,000 01-Dec-40 4.000% 5,000,000 100,000 (4,210,500) 889,500 117.050% 852,500 5,852,500 0 989,500 42,105,000$ 22,828,864$ (7,359,363)$ $57,574,501 8,198,367$ 50,303,367$ 57,574,501$ This financial information should be read only in connection with the accompanying Summary of Significant Assumptions and Accounting Policies 58 One California Street, 31st Floor San Francisco, CA 94111-5432 tel 415 371-5000 reference no.: 1690107 October 15, 2021 City of Wheat Ridge 7500 W. 29th Ave Wheat Ridge, CO 80033 Attention: Mr. Patrick Goff, City Manager Re:US$43,340,000 Wheat Ridge Urban Renewal Authority, Colorado, Tax Increment Revenue Refunding and Improvement Bonds, (Wheat Ridge), Series 2021, dated: Date of delivery, due: December 01, 2031 Dear Mr. Goff: Pursuant to your request for an S&P Global Ratings rating on the above-referenced obligations, S&P Global Ratings has assigned a rating of "AA-" . 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PF Ratings U.S. (4/28/16)Page | 4 CONTINUING DISCLOSURE CERTIFICATE WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS PROJECT), SERIES 2021 This Continuing Disclosure Certificate (this “Disclosure Certificate”) is executed and delivered by the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, a body corporate and politic of the State of Colorado (the “State”) duly organized and existing as an urban renewal authority under the laws of the State (the “Authority”), in connection with the issuance of its Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $42,105,000 (the “Bonds”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”) between the Authority and BOKF, N.A., as Trustee. The Authority covenants and agrees as follows: SECTION 1. Purpose of this Disclosure Certificate. This Disclosure Certificate is being executed and delivered by the Authority for the benefit of the holders and beneficial owners of the Bonds and in order to assist the Participating Underwriter in complying with Rule 15c2-12(b)(5) of the Securities and Exchange Commission (the “SEC”). SECTION 2. Definitions. In addition to the definitions set forth in the Indenture, or parenthetically defined herein, which apply to any capitalized terms used in this Disclosure Certificate unless otherwise defined in this Section, the following capitalized terms shall have the following meanings: “Annual Report” shall mean any Annual Report provided by the Authority pursuant to, and as described in, Sections 3 and 4 of this Disclosure Certificate. “Dissemination Agent” shall mean, initially, the Authority, or any successor Dissemination Agent designated in writing by the Authority and which has filed with the Authority a written acceptance of such designation. “Fiscal Year” shall mean the period beginning on January 1 of a calendar year and ending on December 31 of the same calendar year, or such other 12-month period as may be adopted by the Issuer in accordance with law. “Listed Events” shall mean any of the events listed in Section 5 of this Disclosure Certificate. “MSRB” shall mean the Municipal Securities Rulemaking Board. As of the date hereof, the MSRB’s required method of filing is electronically via its Electronic Municipal Market Access (EMMA) system, which is currently available at http://emma.msrb.org. “Official Statement” means the final Official Statement prepared in connection with the Bonds. 2 “Participating Underwriter” shall mean, collectively, the original underwriters of the Bonds required to comply with the Rule in connection with an offering of the Bonds. “Rule” shall mean Rule 15c2-12(b)(5) adopted by the SEC under the Securities Exchange Act of 1934, as in effect on the date of this Disclosure Certificate. SECTION 3. Provision of Annual Reports. a. The Authority shall, or shall cause the Dissemination Agent to, not later than nine (9) months following the end of each Authority fiscal year, commencing nine (9) months following the end of the Authority’s fiscal year ending December 31, 2021, provide to the MSRB (in an electronic format as prescribed by the MSRB), an Annual Report which is consistent with the requirements of Section 4 of this Disclosure Certificate. Not later than five (5) business days prior to said date, the Authority shall provide the Annual Report to the Dissemination Agent (if other than the Authority). The Annual Report may be submitted as a single document or as separate documents comprising a package and may cross-reference other information as provided in Section 4 of this Disclosure Certificate; provided that the audited financial statements of the Authority may be submitted separately from the balance of the Annual Report. The information to be updated may be reported in any format chosen by the Authority; it is not required that the format reflected in the Official Statement be used in future years. b. If the Authority is unable to provide to the MSRB an Annual Report by the date required in subsection (a), the Authority shall file or cause to be filed with the MSRB, in a timely manner, a notice in substantially the form attached to this Disclosure Certificate as Exhibit “A.” SECTION 4. Content of Annual Reports. The Authority’s Annual Report shall contain or incorporate by reference the following: a. A copy of its annual financial statements, if any, prepared in accordance with generally accepted accounting principles audited by a firm of certified public accountants. If audited annual financial statements are not available by the time specified in Section 3(a) above, audited financial statements will be provided when and if available. b. An update of the type of information identified in Exhibit “B” hereto, which is contained in the tables in the Official Statement with respect to the Bonds. Any or all of the items listed above may be incorporated by reference from other documents, including official statements, which are available to the public on the MSRB’s Internet Web Site or filed with the SEC. The Authority shall clearly identify each such document incorporated by reference. SECTION 5. Reporting of Listed Events. The Authority shall file or cause to be filed with the MSRB, in a timely manner not in excess of ten business days after the occurrence of the event, notice of any of the events listed below with respect to the Bonds. All of the events currently mandated by the Rule are listed below; however, some may not apply to the Bonds: 3 (1) Principal and interest payment delinquencies; (2) Non-payment related defaults, if material; (3) Unscheduled draws on debt service reserves reflecting financial difficulties; (4) Unscheduled draws on credit enhancements reflecting financial difficulties; (5) Substitution of credit or liquidity providers or their failure to perform; (6) Adverse tax opinions, the issuance by the Internal Revenue Service of proposed or final determinations of taxability, Notices of Proposed Issue (IRS Form 5701-TEB) or other material notices or determinations with respect to the tax status of the Bonds, or other material events affecting the tax status of the Bonds; (7) Modifications to rights of bondholders, if material; (8) Bond calls, if material, and tender offers; (9) Defeasances; (10) Release, substitution or sale of property securing repayment of the Bonds, if material; (11) Rating changes; (12) Bankruptcy, insolvency, receivership or similar event of the obligated person;1 (13) The consummation of a merger, consolidation, or acquisition involving an obligated person or the sale of all or substantially all of the assets of the obligated person, other than in the ordinary course of business, the entry into a definitive agreement to undertake such an action or the termination of a definitive agreement relating to any such actions, other than pursuant to its terms, if material; 1 For the purposes of the event identified in subparagraph (b)(5)(i)(C)(12) of the Rule, the event is considered to occur when any of the following occur: the appointment of a receiver, fiscal agent or similar officer for an obligated person in a proceeding under the U.S. Bankruptcy Code or in any other proceeding under state or federal law in which a court or governmental authority has assumed jurisdiction over substantially all of the assets or business of the obligated person, or if such jurisdiction has been assumed by leaving the existing governing body and official or officers in possession but subject to the supervision and orders of a court or governmental authority, or the entry of an order confirming a plan of reorganization, arrangement or liquidation by a court or governmental authority having supervision or jurisdiction over substantially all of the assets or business of the obligated person. 4 (14) Appointment of a successor or additional trustee or the change of name of a trustee, if material; (15) Incurrence of a financial obligation2 of the obligated person, if material, or agreement to covenants, events of default, remedies, priority rights, or other similar terms of a financial obligation of the Issuer, any of which affect security holders, if material; and (16) Default, event of acceleration, termination event, modification of terms, or other similar events under the terms of a financial obligation2 of the obligated person, any of which reflect financial difficulties. SECTION 6. Format; Identifying Information. All documents provided to the MSRB pursuant to this Disclosure Certificate shall be in the format prescribed by the MSRB and accompanied by identifying information as prescribed by the MSRB. As of the date of this Disclosure Certificate, all documents submitted to the MSRB must be in portable document format (PDF) files configured to permit documents to be saved, viewed, printed and retransmitted by electronic means. In addition, such PDF files must be word-searchable, provided that diagrams, images and other non-textual elements are not required to be word-searchable. SECTION 7. Termination of Reporting Obligation. The Authority’s obligations under this Disclosure Certificate shall terminate upon the earliest of: (i) the date of legal defeasance, prior redemption or payment in full of all of the Bonds; (ii) the date that the Authority shall no longer constitute an “obligated person” within the meaning of the Rule; or (iii) the date on which those portions of the Rule which require this written undertaking are held to be invalid by a court of competent jurisdiction in a non-appealable action, have been repealed retroactively or otherwise do not apply to the Bonds. SECTION 8. Dissemination Agent. (a) The Authority may, from time to time, appoint or engage a Dissemination Agent to assist the Authority in carrying out its obligations under this Disclosure Certificate, and may discharge any such Dissemination Agent, with or without appointing a successor Dissemination Agent. If the Authority elects not to appoint a successor Dissemination Agent, it shall perform the duties thereof under this Disclosure Certificate. The Dissemination Agent shall have only such duties as are specifically set forth in this Disclosure Certificate and any other agreement between the Authority and the Dissemination Agent. 2 For purposes of the events identified in subparagraphs (b)(5)(i)(C)(15) and (16) of the Rule, the term “financial obligation” is defined to mean a (A) debt obligation; (B) derivative instrument entered into in connection with, or pledged as security or a source of payment for, an existing or planned debt obligation; or (C) a guarantee of (A) or (B). The term “financial obligation” shall not include municipal securities as to which a final official statement has been otherwise provided to the MSRB consistent with the Rule. In complying with Listed Events (15) and (16), the Authority intends to apply the guidance provided by the Rule or other applicable federal securities law, SEC Release No. 34-83885 (August 20, 2018) and any future guidance provided by the SEC or its staff. 5 (b) In addition to the filing duties on behalf of the Authority described in this Disclosure Certificate, the Dissemination Agent shall: (1) each year, prior to the date for providing the Annual Report, determine the appropriate electronic format prescribed by the MSRB; (2) send written notice to the Authority at least 45 days prior to the date the Annual Report is due stating that the Annual Report is due as provided in Section 3(a) hereof; and (3) certify in writing to the Authority that the Annual Report has been provided pursuant to this Disclosure Certificate and the date it was provided. (4) If the Annual Report (or any portion thereof) is not provided to the MSRB by the date required in Section (3)(a), the Dissemination Agent shall file with the MSRB a notice in substantially the form attached to this Disclosure Certificate as Exhibit A. SECTION 9. Amendment; Waiver. Notwithstanding any other provision of this Disclosure Certificate, the Authority may amend this Disclosure Certificate and may waive any provision of this Disclosure Certificate, without the consent of the holders and beneficial owners of the Bonds, if such amendment or waiver does not, in and of itself, cause the undertakings herein (or action of any Participating Underwriter in reliance on the undertakings herein) to violate the Rule, but taking into account any subsequent change in or official interpretation of the Rule. The Authority will provide notice of such amendment or waiver to the MSRB. SECTION 10. Additional Information. Nothing in this Disclosure Certificate shall be deemed to prevent the Authority from disseminating any other information, using the means of dissemination set forth in this Disclosure Certificate or any other means of communication, or including any other information in any Annual Report or notice of occurrence of a Listed Event, in addition to that which is required by this Disclosure Certificate. If the Authority chooses to include any information in any Annual Report or notice of occurrence of a Listed Event in addition to that which is specifically required by this Disclosure Certificate, the Authority shall have no obligation under this Disclosure Certificate to update such information or include it in any future Annual Report or notice of occurrence of a Listed Event. SECTION 11. Default. In the event of a failure of the Authority to comply with any provision of this Disclosure Certificate, any holder or beneficial owner of the Bonds may take such actions as may be necessary and appropriate, including seeking mandate or specific performance by court order, to cause the Authority to comply with its obligations under this Disclosure Certificate. A default under this Disclosure Certificate shall not be deemed an event of default under the Indenture, and the sole remedy under this Disclosure Certificate in the event of any failure of the Authority to comply with this Disclosure Certificate shall be an action to compel performance. A-1 EXHIBIT “A” NOTICE OF FAILURE TO FILE ANNUAL REPORT Name of Issuer: Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Name of Bond Issue: Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $42,105,000. Date of Issuance: November 9, 2021. CUSIP NUMBERS: 96254W ___ NOTICE IS HEREBY GIVEN that the Authority has not provided an Annual Report with respect to the Bonds as required by the Continuing Disclosure Certificate dated November 9, 2021, by the Authority. The Authority anticipates that the Annual Report will be filed by _____________ ___, 20___. Dated: ______________, _____ WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE Executive Director B-1 EXHIBIT “B” INDEX OF OFFICIAL STATEMENT TABLES TO BE UPDATED History of Assessed Valuations and Mill Levies in the Project Area Property Tax Increment Collections 2020 Assessed Valuation of Classes of Property in the Project Area Ten Largest Taxpayers within the Project Area Budget to Actual Comparison - Wheat Ridge Urban Renewal Authority Fund WRURA Fund - History of Revenues, Expenditures and Changes in Fund Balances City General Fund-Statement of Revenues, Expenditures and Changes in Fund Balances History of Total Sales and Use Tax Collections DELIVERY CERTIFICATE AND CROSS- RECEIPT We, the undersigned, hereby certify that we are, respectively, the Executive Director of the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), an authorized officer of BOKF, N.A. d/b/a Colorado State Bank and Trust, in its capacity of lender (the “2018 Lender”) under the Loan Agreement dated October 18, 2018 between the Authority and the Lender for a loan in the original principal amount of $6,375,000, and currently outstanding in the principal amount of $6,375,000 (the “2018 Loan”), and in its capacity of trustee (the “Trustee”) under the Indenture of Trust dated as of the date hereof (the “Indenture”), and an authorized officer of Piper Sandler & Co, as underwriter (the “Underwriter”) of the Bonds (hereinafter defined). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Indenture. We further certify that on the date hereof: 1.The Authority has issued its Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $42,105,000 (the “Bonds”). 2.On the date hereof, the Underwriter paid to the Authority, in immediately available funds, the amount of $49,777,054.60 (which is equal to the par amount of the Bonds of $42,105,000, plus original issue premium of $8,198,367.10, less Underwriter’s discount of $526,312.50) for the purchase of the Bonds in accordance with the Bond Purchase Agreement dated October 27, 2021 between the Authority and the Underwriter (the “Bond Purchase Agreement”). 3.The Authority hereby acknowledges receipt from the Underwriter of $49,777,054.60 as the purchase price of the Bonds and has applied such amount as follows: (a)$5,804,953.90 of proceeds have been remitted to the 2018 Lender and applied, together with other available funds in the reserve fund on deposit with the 2018 Lender in the amount of $626,039.85 (in the total amount of $6,430,993.75), to the prepayment of the outstanding 2018 Loan in full on the date hereof. (b)$36,310,977.88 of proceeds have been deposited with the Authority and will be applied to the 2021 Improvement Project. (c)$7,661,122.82 of proceeds have been remitted to the Trustee and deposited by the Trustee as follows: (i)$3,148,862.50 has been deposited in the Interest Account of the Bond Fund, as capitalized interest; (ii)$4,210,500 has been deposited in the Reserve Fund; and 2 (iii) $301,760.32 has been deposited in the 2021 Costs of Issuance Fund. 4. The Authority hereby directs the Trustee to authenticate and deliver the Bonds to the Underwriter. 5. The 2018 Lender hereby acknowledges that it received written notice of prepayment of the 2018 Loan from the Authority at least 15 days prior to the date hereof. The 2018 Lender hereby certifies that it received $5,804,953.90 of proceeds of the Bonds and has applied such amount, together with the $626,039.85 held by the 2018 Lender in the reserve fund securing the 2018 Loan (in the total amount of $6,430,993.75), to the refunding and payment in full of the 2018 Loan on the date hereof. The 2018 Lender certifies that as of the date hereof, the 2018 Loan has been paid in full and is no longer outstanding 6. The Trustee hereby acknowledges receipt of $7,661,122.82 of the proceeds of the Bonds and has deposited such amount in the Bond Fund, the Reserve Fund and the 2021 Costs of Issuance Fund as set forth above. 7. At the direction of the Authority and the Underwriter, the Trustee has delivered the Bonds in such denominations and registered in the name of Cede & Co, by delivery to The Depository Trust Company, for the account of the Underwriter. 8. The Underwriter hereby acknowledges receipt of the Bonds by delivery to The Depository Trust Company, for the account of the Underwriter. The Underwriter hereby acknowledges that the Authority has complied to its satisfaction with the terms and provisions set forth in the Bond Purchase Agreement. Witness our hands this 9th day of November 2021. WHEAT RIDGE URBAN RENEWAL AUTHORITY By:__________________________________________ Executive Director BOKF, NA d/b/a Colorado State Bank and Trust, in its capacity of 2018 Lender By: Name: Title: BOKF, NA d/b/a Colorado State Bank and Trust, in By: Name: Title: [Signature Page to Delivery Certificate and Receipt] 6154677l.v3 3 $6,375,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Loan Agreement Dated as of October 18, 2018 NOTICE OF PREPAYMENT IN WHOLE The undersigned is the duly appointed Executive Director of Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Authority”). The Authority entered into a Loan Agreement, dated October 18, 2018 (the “2018 Loan Agreement”) with BOKF, N.A. d/b/a/ Colorado State Bank and Trust (“BOKF”) and a related Promissory Note in the original principal amount of $6,375,000 (the “2018 Loan”). The Closing Date of the 2018 Loan was October 18, 2018. Pursuant to Section 2.04 of the 2018 Loan Agreement, the 2018 Loan may be prepaid, in whole or in part, at any time after the third anniversary of the Closing Date without prepayment penalty, upon not less than 15 days written notice to BOKF, as the lender, provided that all accrued interest up to and including the prepayment date must be paid on or prior to any prepayment of principal. The Authority hereby notifies BOKF, as the lender under the 2018 Loan Agreement, that the Authority will prepay the 2018 Loan in whole on November 9, 2021, at a price equal to the principal amount thereof, plus accrued interest thereon to the prepayment date, without prepayment penalty. The prepayment of the 2018 Loan on November 9, 2021, shall be conditioned on the receipt of moneys by the Authority in an amount sufficient to prepay the 2018 Loan on November 9, 2021, and if such moneys are not received by the Authority by such date, then the prepayment shall be rescinded and the 2018 Loan shall be payable at the times and in the amounts set forth in the 2018 Loan Agreement. In the event that the prepayment is rescinded, the Authority shall provide written notice thereof to BOKF. DATED this October 18, 2021. WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE By: Executive Director OMNIBUS CERTIFICATE OF THE AUTHORITY IT IS HEREBY CERTIFIED by the undersigned, the duly chosen, qualified and acting Chair (the “Chair”) and Executive Director (the “Executive Director”) of the Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Authority”) located in the City of Wheat Ridge, Colorado (the “City”): 1.Capitalized terms not otherwise defined herein have the same meanings assigned to them in the Resolution No. 12-2021 duly adopted by the Board of Commissioners of the Authority (the “Board”) on June 15, 2021 (the “Bond Resolution”), authorizing the issuance of the Authority’s Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Bonds”) and in the Indenture of Trust dated as of November 9, 2021 (the “Indenture”), between the Authority and BOKF, N.A. d/b/a Colorado State Bank and Trust, as trustee (the “Trustee”). 2.The Authority is a body corporate and politic, validly existing and duly organized, created and established under the laws of the State of Colorado (the “State”), its full name being “Wheat Ridge Urban Renewal Authority.” On April 24, 2012, the Authority filed a Statement of Trade Name with the Colorado Secretary of State notifying the State that it transacts business and conducts activities using the name “Renewal Wheat Ridge.” 3.The Authority was established on October 18, 1981, by the City Council of the City by Ordinance No. 467. The Authority was established pursuant to the Colorado Urban Renewal Law, Title 31, Article 25, Chapter 1, Colorado Revised Statutes (the “Act”). Attached hereto as Exhibit A is a true and correct copy of Ordinance No. 467, which has not been amended and is in full force and effect on the date hereof. 4.On December 3, 1981, the Authority filed a Certificate dated November 25, 1981 with the Colorado Division of Local Government in the Department of Local Affairs regarding its establishment pursuant to Section 31-25-104(1)(b) the Act. Attached hereto as Exhibit B is a true and correct copy of such Certificate as so filed. 5.The City Council adopted Resolution No. 39, Series of 2009 on August 10, 2009, establishing the I-70/Kipling Corridors Urban Renewal Area. Attached hereto as Exhibit C is a true and correct copy of Resolution No. 39, Series of 2009, which resolution has not been amended and is in full force and effect on the date hereof. 6.The City Council adopted Resolution No. 40, Series of 2009 on August 10, 2009, which resolution approved the Urban Renewal Plan for the Interstate 70 and Kipling Corridors. The City Council adopted Resolution No. 09, Series of 2014 on January 27, 2014, approving a First Amendment to the I-70/Kipling Corridors Urban Renewal Plan, adopted Resolution No. 26, Series of 2014 on April 28, 2014 approving a Second Amendment to the I- 70/Kipling Corridors Urban Renewal Plan, and adopted Resolution No. 50, Series of 2015 on December 14, 2015 which approved a substantial modification of the Urban Renewal Plan. True and correct copies of Resolution No. 40, Series of 2009, Resolution No. 09, Series of 2014, Resolution No. 26, Series of 2014 and Resolution No. 50, Series of 2015 are attached hereto as Exhibit D and such resolutions have not been further amended and are in full force and effect on 2 the date hereof. A true and correct copy of the I-70/Kipling Corridors Urban Renewal Plan, as amended by the First Amendment, the Second Amendment and such substantial modification (collectively, the “Urban Renewal Plan”), is attached hereto as Exhibit E and such Urban Renewal Plan has not been further amended subsequent to December 15, 2015 and is in full force and effect on the date hereof. 7.From at least June 15, 2021, up to and including the date of this Certificate, the following were and now are the duly chosen, qualified, and acting officers and members of the Board and other officers of the Authority: Chair: Walt Pettit Other Authority Members: Shane Nicholson Janeece Hoppe Celeste Tanner Kristi Davis Marcia Hughes Christopher Bird Executive Director: Steve Art Authority Counsel: Hoffmann, Parker, Wilson & Carberry, P.C. and each of the foregoing officers has duly filed his or her oath of office and has otherwise been qualified. 8.The Bonds are authorized to be issued pursuant to the Bond Resolution, the Sale Certificate dated October 27, 2021 (the “Sale Certificate”), the Act and the Supplemental Act, and are being sold pursuant to a Bond Purchase Agreement (the “Bond Purchase Agreement”) dated October 27, 2021, between the Authority and Piper Sandler & Co., as the underwriter of the Bonds (the “Underwriter”). 9.On the date hereof, (i) the Bond Resolution, the Sale Certificate, the Indenture, the Bond Purchase Agreement, the Continuing Disclosure Certificate dated as of November 9, 2021 (the “Continuing Disclosure Certificate”) and the Cooperation Agreement dated as of June 14, 2021, between the Authority and the City (the “Cooperation Agreement” and collectively, the “Authority Documents”), are in full force and effect, and have not been modified, amended or repealed; (ii) the Urban Renewal Plan is in full force and effect, and has not been further amended, modified or supplemented except as stated herein, and (iii) the Authority has duly performed all of its obligations required under or specified in the Authority Documents required to be performed at or prior to the date hereof. 10.In connection with the issuance of the Bonds, the Authority has authorized the preparation of a Preliminary Official Statement dated October 20, 2021 (the “Preliminary Official Statement”) and an Official Statement dated October 27, 2021 (the “Official Statement”), relating to the Bonds, and the Authority has further authorized the distribution of the Preliminary Official Statement and the final Official Statement to all interested persons in connection with the sale of the Bonds. 3 11.The Authority has the full legal right, power and authority to adopt the Bond Resolution, to execute the Sale Certificate, to issue the Bonds, and to enter into and execute, deliver and perform its obligations under the Bonds and the Authority Documents. 12.By official action of the Authority, the Authority has duly approved the Bond Resolution in accordance with the Act and the Bylaws of the Authority. The Bond Resolution has not been supplemented, repealed, rescinded, revoked, modified, amended, changed or altered in any manner, and the Bond Resolution is in full force and effect on the date hereof. 13.The Authority has duly authorized and approved the execution and delivery of, and the due performance by the Authority of the obligations contained in, the Bonds and the Authority Documents. 14.To our knowledge, there is no action, suit, proceeding, inquiry, or investigation before or by any court or public body pending or threatened in any way that (a) adversely affects the legal existence of the Authority, the validity of the Urban Renewal Plan or the implementation of the 2021 Improvement Project or 2021 Refunding Project; (b) seeks to restrain or enjoin the issuance, sale or delivery of the Bonds; (c) in any way questions, contests or affects the authority of the Authority to issue the Bonds or the issuance, validity or enforceability of the Bonds or the Authority Documents, or the provisions securing and providing for the payment of the Bonds made in the Bond Resolution, the Indenture, or the pledge of the Pledged Revenues to the repayment of the Bonds; (d) in any way contests the completeness, accuracy or fairness of the Official Statement; (e) contests or affects the title of the officers of the Board to their respective offices, including without limitation, the members of the Board; or (e) contests the power or authority of the Board to execute and deliver and perform its obligations under the Bonds or the Authority Documents or the validity of any proceedings authorizing or relating thereto. 15.As of its date and at all times subsequent through and including the date of this Certificate, the Official Statement did not, and the Official Statement on the date of this Certificate does not, contain any untrue statement of a material fact or omit any statement of material fact required to be stated or necessary to make the statements made in the Official Statement (other than the information concerning The Depository Trust Company and information set forth therein under any caption where a source other than the Authority is indicated, as to which we express no belief) in light of the circumstances under which they were made, not misleading. While information in the Official Statement obtained from sources other than the Authority is not guaranteed as to accuracy, completeness, or fairness, such information has been obtained from sources the Authority believes to be reliable and we have no reason to believe and do not believe that such information contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. Since the date of the Official Statement, no event has occurred or been discovered affecting the Authority which should be disclosed in the Official Statement for the purpose for which it is to be used or which it is necessary to disclose therein in order to make the statements and information therein not misleading or incomplete in any material respect. 4 16.Except as disclosed in the Official Statement, there has not been any material adverse change in the business, properties, financial position or results of operations of the Authority, whether or not arising from transactions in the ordinary course of business, nor has the Authority entered into any transaction or incurred any liability material to the Authority which would have an adverse effect on the transactions contemplated herein. 17.To the best of our knowledge, none of the following does or will conflict with, or constitute a breach by the Authority of, or a default by the Authority under, any law, court decree or order, governmental regulation, rule or order, resolution, agreement, indenture, mortgage, lease or other instrument to which the Authority is subject or by which it is bound: (a)the Authority’s adoption of the Bond Resolution, and the execution of the Sale Certificate and the execution and delivery of, and performance of its obligations under, the Bonds and the Authority Documents; or (b)any action contemplated by or taken pursuant to the Authority Documents; or (c)the issuance, sale and delivery of the Bonds. 18. The Authority previously entered into a Loan Agreement with BOKF, in its capacity of lender (the “2018 Lender”) dated October 18, 2018 (the “2018 Loan Agreement”) for a loan in the original principal amount of $6,375,000 (the “2018 Loan”). A portion of the proceeds of the Bonds, together with other available moneys of the Authority, will be applied to refund and prepay the 2018 Loan, plus accrued interest thereon, in full on the date of issuance of the Bonds. Upon the issuance of the Bonds and the refunding and prepayment in full of the 2018 Loan, the Authority will have no outstanding obligations payable from or secured by all or any part of the Pledged Revenues on a parity with the Bonds and there will be no liens or encumbrances of any kind or description against the Pledged Revenues except the liens or encumbrances authorized or designated in the Indenture and the Cooperation Agreement. 19. Except as may be required under the Blue Sky or other securities laws of any state, all approvals, consents and orders of any governmental authority having jurisdiction in the matter which would constitute a condition precedent to the issuance of the Bonds, the enforceability of the Bonds and the Authority Documents, or to any of the actions required to be taken by the Authority Documents have been obtained and are in full force and effect. 20. Attached hereto as Exhibit F is a true and correct copy of the Bylaws of the Authority as amended through the date hereof. 21.Attached hereto as Exhibit G are true and correct specimens of the Bonds. 22.The facsimile signatures of the Chair and Executive Director which appear on the Bonds are the proper facsimile signatures of the Chair and the Executive Director, respectively, and said facsimile signatures appearing on the Bonds are hereby adopted and approved. Attached hereto as Exhibit H are true and correct copies of the certificates filed with the Secretary of State of Colorado with respect to the facsimile signatures of the Chair and the 5 Executive Director. The Chair and Executive Director were, and are now, the duly elected or appointed, sworn, qualified and acting officers of the Authority authorized to execute the Bonds. 23.The facsimile seal of the Authority which appears on the Bonds is a true, perfect and complete facsimile of the official corporate seal of the Authority, and such facsimile seal is hereby adopted. 24.All meetings of the Board pertinent to the Bonds have been open to the public at all times, and advance public notice of the time and place of each of the meetings was duly given in accordance with the laws of the State of Colorado. 25.To our knowledge, none of the Chair, any other member of the Board, or any other officer, employee or agent of the Board or the Authority, is interested (except in the performance of his or her official rights, privileges, powers and duties) directly or indirectly in the profits of any contract, job for work or services to be performed and pertaining to the issuance of the Bonds. 26.The representations and warranties of the Authority contained or referred to in the Authority Documents are true and correct in all material respects as of the date hereof as if made on the date hereof, and all conditions precedent to the issuance of the Bonds have been satisfied. 27.There is no reason within our knowledge why the Authority, acting by and through the Board, may not issue and deliver the Bonds. 28.This Certificate is for the benefit of each owner from time to time of the Bonds. EXHIBIT A (Attach City Ordinance No. 467, Series of 1981 establishing the Authority) INTRODUCED BY COUNCILMEMBER MERKl ' ORDINANCE NO. 467 Series of 1981 TITLE: AN ORDINANCE FINDING THE EXISTENCE OF BLIGHTED AREAS WITHIN THE CITY, AND THE NEED FOR THE REDEVELOPMENT AND REHABILITATION OF SAID AREAS? DECLARING IT TO BE IN THE PUBLIC INTEREST THAT AN URBAN RENEWAL AUTHORITY BE. ORGANIZED: ORGANIZING AND ESTABLISHING THE WHEAT RIDGE URBAN RENEWAL AUTHORITY PURSUANT TO STATE STATUTE: DIRECTING THE MAYOR TO APPOINT COMMISSIONERS TO SERVE ON SAID AUTHORITY. - WHEREAS. Colorado Revised Statutes 1973, . 31-25-101, et seq., provide for the organization and establishment of an urban renewal authority; arid WHEREAS, a petition -bearing the requisite number of signatures has been presented to the City clerk setting fortn that there is a need for an urban renewal -authority to function within the City of Wheat Ridge; and WHEREAS, evidence has been presented that certain areas of the City are in a blighted condition, and are in need of redevelopment and rehabilitation; and • WHEREAS, such urban renewal authority would be responsible for and seek to accomplish the redevelopment and rehabilitation of blighted areas to provide a safer and more useful environment for their users and inhabitants; to. promote improved traffic patterns and eliminate traffic hazards within’the area; and, to ensure sound social and economic growth patterns within the City; NOW, THEREFORE, BE IT ORDAINED BY THE CITY COUNCIL OF THE CITY OF WHEAT RIDGE, COLORADO, THAT: • section 1. Based upon all'of the evidence presented to it at a public hearing, notice of which was duly published, and after considering such factors as the pnysical condition and age of .the buildings in particular areas of the City, the aggravated traffic problems created - by present street layouts in portions o£ the City, and 'the impairment of sound commercial growth patterns within portions of the City and their adverse effect upon the future development of the City, the City Council hereby finds as follows: {a) One or more blighted areas exist within the City, of Wheat Ridge; and, (b) The acquisition, clearance, rehabilitation, ' conservation, development, redevelopment, or a combination thereof, of such areas is necessary in preserving and ensuring the public health, safety, and welfare of the residents of the City of Wheat Ridge. Section 2. The City Council hereby declares.that it .is in the public interest for an urban renewal authority, created pursuant to Colorado Revised Statutes 1973, 31-25-101 et seq., to function within the City of Wheat Ridge and to-exercise the powers provided therein. Section 3. Pursuant to Colorado Revised Statutes i’973, 31-25-101 et seq., the Wheat Ridge Urban Renewal Authority is hereby organized and established. Said Authority is hereby vested with all of the rights contained, and is authorized to carry out.all of the duties and functions as provided, in C.R.S. 1973, 31-25-101 et seq., as it now exists or as amended in the future. EXHIBIT D « - ORDINANCE NO. 467 PAGE -2- Sectlon 4. The Mayor is hereby directed, pursuant to G.R.S. i£>7l3, 31-25-104, to appoint 7 commissioners .to serve on the Wheat. Ridge urban Renewal -Authority. Section 5. Safety Clause. The City Council hereby finds, determines, and declares that this ordinance i® promulgated under the general police power of the City of Wheat Ridge, that it is promulgated for the healtn, safety, and welfare of the public, and that this ordinance is necessary for the preservation of health and safety and for the protection of public convenience and welfare. The City Council further determines that the ordinance bears a rational relation to the proper legislative object sought to- be attained. section 6. Severability. If any clause, sentence, paragraph, or part of this ordinance or the application thereof to any. person or circumstances shall for any reason be adjudged by a court of competent jurisdiction invalid, such judgment shall not affect, impair or invalidate the remainder of this ordinance or its application to other persons or circumstances. Section 7. This ordinance shall take effect 10 days . after final publication, INTRODUCED, READ, AND ADOPTED on first reading by a vote of 4 to 2 , l abstention,on -this 8th day of September', 1981r ordered published in full in a newspaper of general circulation in the City of Wheat Ridge and Public Hearing and consideration .on’final passage set for September 28 , 1901, at 7i30 o'clocK P.M., in the Council Chambers, 7500 West 29th Avenue; Wheat Ridge, Colorado. READ, ADOPTED AND ORDERED PUBLISHED on second and final reading by a vote of ____ to _j_ f with 1 abstention,-this 28th day of Sfiptemhey. 1991. SIGNED by the Mayor on this /S^dav of ^ ___, 1981. __• • -- FRANK STIPES., 4&Y0R ATTESTj ....... , Carol Hampf, City^Clerfc 1st Publication: Sept. 17, 1981 2nd Publication: Oct. &, 1981 Wheat Ridge Sentinel Effective Dates qct. 18, 1981 APPROVED AS TO FORM BY CITY ATTORNEY oa rotc, cs 2—i ~>o CPa pi EXHIBIT B (Attach Certificate of Commissioners Regarding Establishment of Authority) • - •' .CERTIFICATE REQUESTING RECOGNITION OF WHEAT RIDGE URBAN RENEWAL AUTHORITY . We, the undersigned Commissioners, hereby certify that on the 16th day of November, 1981, pursuant to C.R.S. 1973, 31-25-101 et seq., we were duly appointed'as Commissioners of the Wheat Ridge Urban Renewal Authority, by the then. Mayor Frank Stites; , . We further certify that on the 28th day of September, 1981, by means of Wheat Ridge City Ordinance No. 467, after a. duly noticed public hearing, the City Council of the City of Wheat ridge found that one or more blighted areas exist within the City, and found that the acquisition, clearance, rehabilitation, conservation, development, or .redevelopment, or a combination thereof, of such areas is necessary for the protection and preservation of the public health, safety, and welfare of the residents of the City of Wheat Ridge, and declared it to be in the public interest that the Wheat Ridge Urban Renewal Authority be organized and established. ■ Cal Sente^Commissioii er ,,/W„ Coriiraissioner Wayne &5?eston. Commissioner Sheldon Ronholdt, Commissioner " CERTIFICATE OF APPOINTMENT OP' COMMISSIONERS TO THE WHEAT RIDGE URBAN RENEWAL AUTHORITY I hereby certify that on the 16th day of November, 1981, pursuant to C.R.S. 1973, 31-25-101 et seq., I appointed as Commissioners of the Wheat Radge Urban Renewal Authority the following persons, with the expiration date of their respective terms as indicated: 1. Gaylord Stiunm/ whose term shall expire on November 16, 1982. 2. ’ Cal Jenks, whose term shall expire on November 16, 1983. . 3. Wayne McKee, whose term shall expire on November 16, 1984. 4. Wayne Preston, whose terra shall expire on November 16, 1985. 5. Sheldon Ronholdt, .whose term shall expire on November'16, 1985. . 6. Mary Jo Cavarra, whose terfe shall expire on November 16, 1986. 7. .Don Lancaster, whose term shall expire oh November 16, 1986. EXECUTED this day of ______, 1981. PRANK STflES, MAYOR Departinenl of Local Affairs DIVISION OF LOCAL GOVERNMENT Karen Reinertson, Director Richard D. Lamm Governor December 14, 1981 STATE OF COLORADO Frank Stites, Mayor City of Wheat Ridge Post Office Box 638 ___ Wheat Ridge, Colorado 80033 Dear Mayor Stites: • This will acknowledge receipt of copies of the following items concerning the Wheat Ridge Urban Renewal Authority: 1. Certificate of Appointment of Commissioners in the Wheat Ridge Urban Renewal Authority. 2. Certificate requesting recognition of Wheat Ridge Urban Renewal Authority, 3. Ordinance No. 467, Series of 1981. S a= cn OHH 0_•"S:£jOrtf’]c< Ha 5o Pi These documents appear to satisfy the filing requirements under 31-25-104(b), C.R.S., 1973, as amended. As I do not have an attorney on n\y staff, this is offered as an administrative opinion and not a legal opinion, Sincerely, Karen Reinertson Director KR/btm cc: Charles H. Stromberg, Director Department of Conmunity Development Beth Barnard 1313 Sherman Street, Room 523, Denver, Colorado 80203 (303) 806-2156 P.O. BOX 630 - TELEPHONE: 303/237-6344 75Q0 WEST 29TH AVENUE • WHEAT RIDGE, COLORADO'00033 <£Z, Qsu^. . .The City vf fWheat cRidge Deceiver 3, 1981 Ms. Keren Reinertson, Director- Division of Local Government Department of Local Affairs ■ .State of Colorado 1313 Sherman Street, Rm 523 Denver, CO 30203 FRANK GT1TES MAYOR JAMES O. MALONE •CITY TREASURER CAROL HAMPF CITY CLERK COUNCILMSMBERS; PAT D. AIELLO LAWRENCE Q. MSIKL KENT a DAVIS KEN S LEWIS MARY JO CAVARRA LOUISE F. TURNER WILLIAM D, BOWMAN KAYN. ORE Dear Ms, Reinertson? Enclosed are the certified documents for filing with your division to satisfy the requirements of 31-25-1Q4(b) CRS 1973, concerning urban renewal authorities s 1) certificate of Appointment of Commissioners to the Wheat Ridge Urban Renewal,Authority. 2) Certificate Requesting Recognition of Wheat Ridge Urban Renewal Authority. 3) Ordinance No. 467, Series of 1981, "Finding blight and establishing WRURA". • 4) Certification of true and correct copy of ordinance. Please send us acknowledgement of receipt and your opinion as to whether the enclosures satisfy filing requirements for the estab lishment and certification of the Wheat Ridge Urban Renewal Authority under Colorado law. Please correspond with,Charles H. Stromberg, Director, Department of Community Development.' Thank you for your assistance. Sincerely, Frank Stites Mayor FS :ly Enel. “The Carnation City*’ EXHIBIT C (Attach City Resolution No. 39, Series of 2009 approving the Urban Renewal Area) CITY OF WHEAT RIDGE WHEAT RIDGE, COLORADO RESOLUTION NO. 39 Series of 2009 TITLE: A RESOLUTION FINDING THE EXISTENCE OF BLIGHT IN THE VICINITY OF THE INTERSTATE 70 CORRIDOR BETWEEN 32nd AVENUE AND KIPLING STREET AND THE KIPLING CORRIDOR BETWEEN INTERSTATE 70 AND 26th AVENUE WHEREAS, the Urban Renewal Law of Colorado (§31-25-101 e{ seq C.R.S.) authorizes the analysis and consideration of factors within the City of Wheat Ridge to determine if blight exists within certain areas of the City to utilize the provisions of the Urban Renewal Law to eliminate and prevent blight and to develop and/or redevelop such areas for the economic and social well being and public health, safety and welfare of the community; and WHEREAS, such analysis has been undertaken to determine whether factors of blight exist within the vicinity of the Interstate 70 Corridor between 32nd Avenue and Kipling Street and the Kipling Corridor between Interstate 70 and 26th Avenue, which is depicted on Exhibit 1 hereto (hereafter the “Study Area”); and WHEREAS, the Board of Commissioners of the Wheat Ridge Urban Renewal Authority (the Authority) was presented with the results and evidence of such blight analysis at a public meeting on March 3, 2009; and WHEREAS, based upon the blight analysis and information presented to it, the Authority enacted Resolution No. 05-2009 advising the City Council of its opinion of the existence of factors of blight in the Study Area, recommending that City Council hold a public hearing to consider evidence and determine if such factors of blight exist in the Study Area, and that if Council makes findings of blight, that it establish an urban renewal area; and WHEREAS, in compliance with §31 -25-104 C.R.S- of the Urban Renewal Law, notice of a public hearing was provided to hear evidence and determine if factors of blight existed in the Study Area; and WHEREAS, in accordance with §31-25-104 C.R.S. of the Urban Renewal Law, a public hearing was held on August 10,2009, at which public hearing a full opportunity to be heard was provided to all residents and taxpayers of the City of Wheat Ridge and all other interested persons; and WHEREAS, said study and analysis and the data and evidence presented at the public hearing validates the existence of factors of blight in the Study Area consistent with §31-25- 103(2) C.R.S. of the Urban Renewal Law; and NOW THEREFORE BE IT RESOLVED by the City Council of the City- of Wheat Ridge, Colorado, as follows: Section ] , Based upon the blight analysis by Matrix Design Group. Inc., which analysis and document was presented to Council at the public hearing and is incorporated in this Resolution as Exhibit 2, the testimony of persons at the public hearing, the evidence presented at the public hearing; and consistent with §31 -25-103 (2), the City Council hereby finds that the following factors of blight, as defined by such law, exist in the Interstate 70 Corridor between 32nd Avenue and Kipling Street and in the Kipling Corridor between Interstate 70 and 26,h Avenue, within the City of Wheat Ridge, Jefferson County, Colorado. 1. Slum, deteriorated or deteriorating structures; and 2. Predominance of defective or inadequate street layout; and 3. Faulty lot layout in relation to size, adequacy, accessibility' or usefulness; and 4. Unsanitary or unsafe conditions; and 5. Deterioration of site or other improvements; and 6. Unusual topography or inadequate public improvements; and 7. Existence of conditions that endanger life or property by fire and other causes; and 8. Buildings that are unsafe or unhealthy for persons to live or work in; and 9. Environmental contamination of buildings or property; and 10. Existence of factors requiring high levels of municipal services or substantial physical underutilization or vacancy of sites, buildings, or other improvements. Section 2. The City Council finds that the Interstate 70 and Kipling Corridors Study Area, in its present condition and use and by reason of the presence of the foregoing ten factors of blight, substantially impairs the sound‘growth of Wheat Ridge, constitutes an economic liability and is a menace to the public health, safety and welfare. Section 3. An urban renewal area within the City of Wheat Ridge in the general vicinity of the Interstate 70 Corridor between 32nd Avenue and Kipling Street and in tire Kipling Corridor between Interstate 70 and 26th Avenue as depicted in Exhibit 1 hereto is hereby created and to be known as the I-70/Kipling Corridors Urban Renewal Area. Section 4. The staff is hereby directed, with tire assistance of the Wheat Ridge Urban Renewal Authority, to commence the process for the preparation of an urban renewal plan, to be known as the I-70/Kipling Corridors Urban Renewal Plan, to be eventually considered for approval by the City Council. DONE AND RESOLVED THIS 10t!l day of August, 2009. Exhibit 1 To RESOLUTION NO. 39-2009 A RESOLUTION FINDING THE EXISTENCE OF BLIGHT IN THE VICINITY OF THE INTERSTATE 70 CORRIDOR BETWEEN 32nd AVENUE AND KIPLING STREET AND THE KIPLING CORRIDOR BETWEEN INTERSTATE 70 AND 26th AVENUE Study Area Exhibit! To RESOLUTION NO. 39-2009 A RESOLUTION FINDING THE EXISTENCE OF BLIGHT IN THE VICINITY OF THE INTERSTATE 70 CORRIDOR BETWEEN 32nd AVENUE AND KIPLING STREET AND THE KIPLING CORRIDOR BETWEEN INTERSTATE 70 AND 26th AVENUE 1-70 / Kipling Corridors Conditions Survey 1-70/Kipling Corridors Conditions Survey Table of Contents Section 1: Survey Overview 1 Purpose 1 Methodology 1 Section 2: Colorado Urban Renewal Statutes and Blighted Areas 3 Section 3: Conditions Indicative of the Presence of Blight 6 Slum, Deteriorated, or Deteriorating Structures: 6 Predominance of Defective or inadequate Street Layout: 6 Faulty Lot Layout: 7 Unsanitary or Unsafe Conditions: 7 Deterioration of Site or Other improvements: 8 Unusual Topography or Inadequate Public Improvements or Utilities: 9 Defective or Unusual Conditions of Title: 9 Existence of Conditions that Endanger Life or Property: 9 Buildings that are Unsafe or Unhealthy for Persons to Live or Work In: 10 Environmental Contamination of Buildings or Property: 10 Existence of Factors Requiring High Levels of Municipal Service: 10 Section 4: Survey Area Location, Definition, and Description 12 Section 5: Survey Findings 16 Slum, Deteriorated or Deteriorating Structures: 16 Predominance of Defective or Inadequate Street Layout: 18 Faulty Lot Layout: 20 Unsanitary or Unsafe Conditions: 21 Deterioration of Site or Other improvements: 24 Unusual Topography or Inadequate Public Improvements 28 Defective or Unusual Conditions ofTitle: 30 Existence of Conditions that Endanger Life or Property: 30 Buildings that are Unsafe or Unhealthy for Persons to Live or Work In: 31 Environmental Contamination of Buildings or Property: 31 Existence of Factors Requiring High Levels of Municipal Services: 36 Section 6: Survey Summary and Recommendation 39 Conclusion 39 Table of Contents 1-70/Kipling Corridors Conditions Survey jj Table of Contents 1-70/Kipling Corridors Conditions Survey Section 1: Survey Overview Purpose The 1-70/Kipling Corridors Conditions Survey {"Survey") is an examination and analysis of various conditions found within a defined geographic area to determine if the area qualifies as "blighted" within the meaning of the Colorado Urban Renewal Law. The Survey is a necessary step if urban renewal, as defined and authorized by Colorado statutes, is to be used as a tool by the City of Wheat Ridge ("City") to remedy and prevent conditions of blight The findings and conclusions presented in this report are intended to assist the Wheat Ridge City Council in making a final determination as to whether the Survey Area qualifies as blighted and, consequently, the feasibility and appropriateness of using urban renewal as a reinvestment tool. To conduct the Survey and prepare the Survey report, the City of Wheat Ridge retained the services of Denver-based consulting firms Matrix Design Group (planning, environmental, engineering, and design services) and Leland Consulting Group (market, economic, and financial analysis). Methodology The defined geographic area ("Survey Area") examined in this conditions survey is within the Wheat Ridge municipal boundaries as defined by the City in December of 2008. A map depicting the boundaries of the Survey Area is presented in Section 4 of this report as Exhibit 2: Survey Area Boundary and Parcel Map. To conduct this Survey, the project team conducted afield investigation in the Fall of 2008 for the purpose of documenting factors of blight as identified in the Colorado Urban Renewal statutes. Pertinent Geographic Information Systems (GIS) data were obtained from the City of Wheat Ridge and subsequently analyzed by the consultant team. Additional information was obtained from the local fire districts and the Wheat Ridge Police, Public Works and Community Development departments. Survey Overview 1 1-70/Kipling Corridors Conditions Survey While the Survey Area's 486 legal parcels were used as the primary units of observation during the data collection process and the field survey, in order to organize the blight data and prepare supporting graphic illustrations of the findings, these parcels were combined into 46 larger"blocks'' Each block, consisting primarily of a group of contiguous parcels bounded by public rights-of-way, was assigned a unique identification number for purposes of this Survey, as reflected in Exhibit 2: Survey Area Boundaries. Finally, the Survey results and the information gathered from the City were categorized and analyzed as to their applicability to the blight factors outlined in the Colorado Urban Renewal statutes, and were prepared and presented in this report for consideration by the Wheat Ridge City Council. Survey Overview 1-70/Kipling Corridors Conditions Survey Section 2: Colorado Urban Renewal Statutes and Blighted Areas In the Colorado Urban Renewal Law, Colo. Rev. Stat. § 31-25-101 et seq. (the"Urban Renewal Law"), the legislature has declared that an area of blight"constitutes a serious and growing menace, injurious to the public health, safety, morals, and welfare of the residents of the state in general and municipalities thereof; that the existence of such areas contributes substantially to the spread of disease and crime, constitutes an economic and social liability, substantially impairs or arrests the sound growth of municipalities, retards the provision of housing accommodations, aggravates traffic problems and impairs or arrests the elimination of traffic hazards and the improvement of traffic facilities; and that the prevention and elimination of slums and blight is a matter of public policy and statewide concern.. Underthe Urban Renewal Law, the term "blighted area" describes an area with an array of urban problems, including health and social deficiencies, and physical deterioration. See Colo. Rev. Stat. § 31-25-103(2). Before remedial action can be taken, however, the Urban Renewal Law requires a finding by the appropriate governing body that an area such as the Survey Area constitutes a blighted area. Id. §107(1). The blight finding is a legislative determination by the municipality's governing body that, as a result of the presence of factors enumerated in the definition of "blighted area,"the area is a detriment to the health and vitality of the community requiring the use of the municipality's urban renewal powers to correct those conditions or preventtheir spread. In some cases, the factors enumerated in the definition are symptoms of decay, and in some instances, these factors are the cause of the problems. The definition requires the governing body to examine the factors and determine whether these factors indicate a deterioration that threatens the community as a whole. For purposes of the Study, the definition of a blighted area is articulated in the Urban Renewal Law as follows; Colorado Urban Renewal Statutes and Blighted Areas 3 1-70/Kipling Corridors Conditions Survey '"Blighted area'"means an area that in its present condition and use and, by reason of the presence of at least four of the following factors, substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare: a. Slum, deteriorated, or deteriorating structures; b. Predominance of defective or inadequate street layout; c. Faulty lot layout in relation to size, adequacy, accessibility, or usefulness; d. Unsanitary or unsafe conditions; e. Deterioration of site or other improvements; f. Unusual topography or inadequate public improvements or utilities; g. Defective or unusual conditions of title rendering the title non-marketable; h. The existence of conditions that endanger life or property by fire or other causes; i. Buildings that are unsafe or unhealthy for persons to live or work in because of building code violations, dilapidation, deterioration, defective design, physical construction, or faulty or inadequate facilities; j. Environmental contamination of buildings or property; or k. 5. The existence of health, safety, orwelfare factors requiring high levels of municipal services or substantial physical underutilization or vacancy of sites, buildings, or other improvemen ts" In addition, paragraph (I.) states, "ifthere is no objection by the property owner or owners and the tenant or tenants of such owner or owners, if any, to the inclusion of such property in an urban renewal area, 'blighted area'also means an area that, in its present condition and use and, by reason of the presence of any one of the factors specified in paragraphs (a) to (k.5) of this subsection..." The statute also states a separate requirement for the number of blight factors that must be present if private property is to be acquired by eminent domain. At § 31 - 25-105.5(5), paragraph (a.) states, "'Blighted area'shall have the same meaning as set forth in section 31-25-103 (2); except that, for purposes of this section only, 'bligh ted area' means an area that, in its present condition and use and, by reason of the presence of at least five of the factors specified in section 31-25-103 (2}(a) to (2)(l).. Colorado Urban Renewal Statutes and Blighted Areas 1-70/Kipling Corridors Conditions Survey Thus, the state statutes require, depending on the circumstances, that a minimum of either one, four, or five biight factors be present for an area to be considered a "blighted area" Several principles have been developed by Colorado courts to guide the determination of whether an area constitutes a blighted area under the Urban Renewal Law. First, the absence of widespread violation of building and health codes does not, by itself, preclude a finding of blight. According to the courts, "the definition of blighted area'contained in [the Urban Renewal Law] is broad and encompasses not only those areas containing properties so dilapidated as to justify condemnation as nuisances, but also envisions the prevention of deterioration." Second, the presence of one well-maintained building does not defeat a determination that an area constitutes a blighted area. Normally, a determination of blight is based upon an area "taken as a whole," and not on a buiiding-by-building, parcei-by-parcel, or block-by-biock basis. Third, a city's "determination as to whether an area is blighted... is a legislative question and the scope of review by the judiciary is restricted" A court's role in reviewing such a biight determination is simply to verify independently if the conclusion is based upon factual evidence and consistent with the statutory definition. Based upon the conditions identified in the Survey Area, this report makes a recommendation as to whether the Survey Area qualifies as a blighted area. The actual determination itself remains the responsibility of the Wheat Ridge City Councii. Colorado Urban Renewal Statutes and Blighted Areas 5 f-70/Kipiing Corridors Conditions Survey Section 3: Conditions Indicative of the Presence of Blight As discussed in Section 2, the Colorado Urban Renewal statutes provide a list of 11 factors that, through their presence, may allow an area to be declared as blighted. This section elaborates on those 11 factors by describing some of the conditions that might be found within a Survey Area that would indicate the presence of those factors. Slum, Deteriorated, or Deteriorating Structures: During the field reconnaissance of the Survey Area, the general condition and level of deterioration of a building is evaluated. This examination is limited to a visual inspection of the building's exteriorcondition and is not a detailed engineering or architectural analysis, nor does it include the building's interior. The intent is to document obvious indications of disrepair and deterioration to the exterior of a structure found within the Survey Area. Some of the exterior elements observed for signs of deterioration include: • Primary elements (exterior walls, visible foundation, roof) • • Secondary elements (fascia/soffits, gutters/downspouts, windows/ doors, facade finishes, loading docks, etc.) • Ancillary structures {detached garages, storage buildings, etc.) Predominance of Defective or inadequate Street Layout: The presence of this factor is determined through a combination of both field observation as well as an analysis of the existing transportation network and vehicular and pedestrian circulation patterns in the Survey Area by persons with expertise in transportation planning and/or traffic engineering. These conditions include: * Inadequate street or alley widths, cross-sections, or geometries • Poor provisions or unsafe conditions for the flow of vehicular traffic ♦ Poor provisions or unsafe conditions forthefiow of pedestrians • Insufficient roadway capacity leading to unusual congestion of traffic £ Conditions Indicative of the Presence of Blight 1-70/Kipling Corridors Conditions Survey • Inadequate emergency vehicle access • Poor vehicular/pedestrian access to buildings or sites • Poor internal vehicuiar/pedestrian circulation • Excessive curb cuts/driveways in commercial areas These conditions can affect the adequacy or performance of the transportation system within the Survey Area, creating a street layout that is defective or inadequate. Faulty Lot Layout In Relation to Size, Adequacy, Accessibility, or Usefulness: This factor requires an analysis of the parcels within the Survey Area as to their potential and usefulness as developable sites. Conditions indicative of the presence of this factor include: • Lots that are long, narrow, or irregularly shaped • Lots that are inadequate in size • Lots with configurations that resuit in stagnant, misused, or unused (and This analysis considers the shape, orientation, and size of undeveloped parcels within the Survey Area and if these attributes would negatively impact the potential for development of the parcel. This evaluation is performed both through observation in thefieid and through an analysis of parcel boundary maps of the Survey Area. Unsanitary or Unsafe Conditions: Conditions observed within the Survey Area that qualify under this blight factor include: Floodplains or flood prone areas Inadequate storm drainage systems/evidence of standing water Poor fire protection facilities Conditions Indicative of the Presence of Blight • Above average incidences of public safety responses • Inadequate sanitation or water systems • Existence of contaminants or hazardous conditions or materials • High or unusual crime statistics • Open trash dumpsters • Severely cracked, sloped, or uneven surfaces for pedestrians • Illegal dumping • Vagrants/vandalism/graffiti/gang activity • Open ditches, holes, or trenches in pedestrian areas These represent situations in which the safety of individuals, especially pedestrians and children, may be compromised due to environmental and physical conditions considered to be unsanitary or unsafe. 1-70/Kipling Corridors Conditions Survey Deterioration of Site or Other Improvements: The conditions that apply to this blight factor reflect the deterioration of various improvements made on a site other than building structures. These conditions may represent a lack of general maintenance at a site, the physical degradation of specific improvements, or an improvement that was poorly planned or constructed. Overall, the presence of these conditions can reduce a site's usefulness and desirability and negatively affect nearby properties. • Neglected properties or evidence of general site maintenance problems • Deteriorated signage or lighting • Deteriorated fences, walls, or gates • Deterioration of on-site parking surfaces, curb & gutter, or sidewalks • Poorly maintained landscaping or overgrown vegetation • Poor parking lot/driveway layout • Unpaved parking lot on commercial properties Conditions Indicative of the Presence of Blight 1-70/Kipling Corridors Conditions Survey Unusual Topography or Inadequate Public Improvements or Utilities; The focus of this factor is on the presence of unusual topographical conditions that could make development prohibitive, such as steep slopes or poor load-bearing soils, as well as deficiencies in the public infrastructure system within the Survey Area that could include: • Steep slopes / rock outcroppings / poor load-bearing soils • Deteriorated public infrastructure (street/aliey pavement, curb, gutter, sidewalks, street lighting, storm drainage systems) • Lack of public infrastructure (same as above) • Presence of overhead utilities or billboards • Inadequate fire protection facilities/hydrants • Inadequate sanitation or water systems Defective or Unusual Conditions of Title Rendering the Title Non-Marketable: Certain properties can be difficult to market or redevelop if they have overly restrictive or prohibitive clauses in their deeds or titles, or if they involve an unusually complex or highly divided ownership arrangement. Examples include: • Properties with covenants or other limiting clauses that significantly impair their ability to redevelop • Properties with d isputed or defective title • Multiplicity of ownership making assemblages of land difficult or impossible Existence of Conditions that Endanger Life or Property by Fire and Other Causes: A finding of blight within this factor can result from the presence of the following conditions, which include both the deterioration of physical improvements that can lead to dangerous situations as well as the inability for emergency personnel or equipment to provide services to a site: Conditions Indicative of the Presence of Blight g 1-70/Kipling Corridors Conditions Survey Buildings or sites inaccessible to fire and emergency vehicles Blocked/pooriy maintained fire and emergency access routes/ frontages Insufficient fire and emergency vehicle turning radii Buildings or properties not in compliance with fire codes, building codes, or environmental regulations Buildings that are Unsafe or Unhealthy for Persons to Live or Work In: Some of the conditions that can contribute to this blightfactor include: • Buildings or properties not in compliance with fire codes, building codes, or environmental regulations • Buildings with deteriorated elements that create unsafe conditions ■ Buildings with inadequate or improperly installed utility components Environmental Contamination of Buildings or Property: This factor represents the presence of contamination in the soils, structures, water sources, or other locations within the Survey Area. • Presence of hazardous substances, liquids, or gasses Existence of Factors Requiring High Levels of Municipal Services or Substantial Physical Underutilization or Vacancy of Sites, Buildings, or Other improvements: The physical conditions that would contribute to this blight factor include: • Sites with a high incidence of fire, police, or emergency responses • Sites adjacent to streets/alleys with a high incidence of traffic accidents Conditions Indicative of the Presence of Blight 1-70/Kipling Corridors Conditions Survey Sites with a high incidence of code enforcement responses An undeveloped parcel in a generally urbanized area A parcel with a disproportionately small percentage of its total land area developed Vacant structures or vacant units in multi-unit structures Conditions Indicative of the Presence of Blight \ 1 1-70/Kipling Corridors Conditions Survey Section 4: Survey Area Location, Definition, and Description The 1-70/ Kipling Corridors Conditions Survey Area is located in the City of Wheat Ridge, Colorado, roughly following a U-shaped corridor that runs north along Interstate 70 beginning at 32nd Avenue, then east along the Interstate until Kipling Street, and finally south along Kipling Street until 26th Avenue. The western third of the Survey Area covers property around the 1-70 / Highway 58 interchange, including commercial areas along Youngfield Street as well as undeveloped property southwest of the interchange. The middle third of the Survey Area is generally bounded by Ward Road on the west, Kipling on the east, Interstate 70 on the south, and Ridge Road on the North. Finally, the eastern third of the Survey Area covers property around the 1-70 / Kipling interchange, as well as property on both sides of Kipling Street south of the interchange to 35th Avenue as well as a final set of parcels on the northwest corner of Kipling St. and 26th Avenue. Exhibit 1: Survey Area Context, shows the location of the Survey Area within the context of the City of Wheat Ridge and surrounding municipalities. The Survey Area is approximately 1,189 acres in size. Of that total, 874 acres make up the Area's 460 real property parcels, and the remaining 315 acres are occupied by rights-of-way. As mentioned in Section 1, the real property parcels in the Survey Area have been combined into larger"b!ocks"forthe purposes of this report. Exhibit 2: Survey Area Boundaries visually depicts the layout and configuration of the Survey Area and the boundaries of the individual blocks within. Survey Area Location, Definition, and Description 1-70/Kipling Corridors Conditions Survey Survey Area Location, Definition, and Description ■] 3 Ex h i b i t 1: Su r v e y Ar e a Co n t e x t 1-70/Kipling Corridors Conditions Survey SShSI few, %as, I “* £ /In® l'i»V wjttvA-------v- . * ■ | 'f^it tfi.v?.* --A%m «y,Wi vi ■, ttvr ggjHHp . ’ «**-? !' -f?l *& ^ k tm o 2■q 45 i > I u 4 &,'« r q"> s’#i —"l-5 •• *-<~M t> J* Vj,'£ j I Il«''f 'i'Tft'm Si £ « Survey Area Location, Defin/f/on, and Description Ex h i b i t 2: Su r v e y Ar e a Bo u n d a r i e s 1-70/Kipling Corridors Conditions Survey A range of land uses are found in the Survey Area, the most notable of which are: • The Applewood Village Shopping Center located northeast of the 32nd SYoungfield intersection • Various hotel, restaurant, large-format retail, and higher-density residential uses in the vicinity of the Interstate 70 / Kipling Street Interchange • Manufacturing and light industrial uses north of 1-70 between Kipi ing Street and Ward Road • Recreational, park, residential, and small commercial uses along Kipling Street By acreage, the majority of the Survey Area is commercial or industrial (57%). The next highest category is vacant or undeveloped land, which makes up more than a third of the Area (38%). Residential is by far the least common land use, with only 5% of the total acreage in the Survey Area being devoted to housing, with the majority being multi-family apartment buildings. Survey Area Location, Definition, and Description 5 1-70/Kipling Corridors Conditions Survey Section 5: Survey Findings The overall findings of the 1-70 / Kipling Corridors Conditions Survey are presented in this section. These findings are based on the analysis of data collected in a field study conducted in the Fall of 2008. Slum, Deteriorated or Deteriorating Structures: As described in Section 3, Slum, Deteriorated or Deteriorating Structures is a factor that focuses on the physical condition of structures within the Survey Area.The assessment of this factor was primarily performed during the field survey, with 19 blocks identified as containing at least one structure that exhibits these conditions to a substantial degree. The following photos provide some examples of instances of Slum, Deteriorated, or Deteriorating Structures that were found within the Survey Area. Deteriorated roof, peeling paint, other exterior finish problems 16 Survey Findings 1-70/Kipling Corridors Conditions Survey Boarded windows, peeling paint, deteriorated roof Survey Findings yj The prevalence of these conditions within the Survey Area provide sufficient evidence to make a finding of Slum/Deteriorated Structures. 1-70/Kipling Corridors Conditions Survey Predominance of Defective or Inadequate Street Layout: Many of the roads in the Survey Area provide narrow or nonexistent sidewalks, including areas where pedestrians would reasonably be expected to walk, such as around bus stops. Additionally, the lack of road and intersection capacity to meet automobile traffic demand in certain sections of the Survey Area, combined with an overall lack of connectivity north of Interstate 70, can create a frustrating experience for drivers. According to a memorandum obtained from the Wheat Ridge Police Department on October 31,2008, Kipling Street in the vicinity of the i-70 interchange (W. 44th Ave to W. 52nd Ave) is heavily congested and consequently has a relatively high incidence of traffic accidents. A separate memorandum from the Wheat Ridge Public Works Department dated November 3,2008 further elaborates on issues with the road network in the Survey Area. Following are some of its findings. • The Denver Regional Council of Governments'Metro Vision Transportation plan has identified the need to widen Kipling from a four to a six lane arterial. • All the interchanges on interstate 70 in the Survey Area are inadequate for the amount of traffic they must carry. This includes the I-70 / Kipling St. Street interchange, the I-70 / 44th Ave / Ward Road interchange, and the I-70 / 32nd Ave. interchange. • There is a general lack of east-west access in the portion of the Survey Area north of i-70. Similarly, there is a lack of access ocross the interstate in that same area. • Numerous intersections of surface streets are inadequate in capacity, including 49th & Kipling, 44th & Ward Road, 44th &Youngfield, and 32nd&Youngfield. 18 Survey Findings 1-70/Kipling Corridors Conditions Survey A bus stop located in an area with no curb, gutteo or sidewalk ■V'P C?.dit/w<:s\nT ,. {y*v.’' connectivity* 'L’M?1 ■HnMMP! ■ - - wail. The Survey Area north of 1-70 between Kipling St and Ward Rd. suffers from a lack of connectivity Survey Findings *\g 1-70/Kipling Corridors Conditions Survey In total, 36 blocks within the Survey Area are documented as exhibiting this blight factor. The circulation issues described for both automobiieand pedestrian traffic are both sufficient and widespread enough to justify a finding of Predominance of Defective or Inadequate Street Layout within the Survey Area. Faulty Lot Layout in Relation to Size, Adequacy, Accessibility, or Usefulness: Instances of the Faulty Lot Layout blight factorfound in the Survey Area arise due to one or more of the following reasons: • Parcels that are too small to be redeveloped under existing zoning codes without assemblage • Parcels that are awkwardly shaped and difficult to develop under existing zoning codes • Parcels that rely on parcel assemblages or easements on other parcels to gain access to public roads Information regarding parcel layouts was derived from parcel maps rather than visual observation during the field survey. This area just south of the Kipling/1-70 interchange has large parcels with poor access as well as small, narrow, and awkwardly shaped parcels 20 Survey Findings 1-70/Kipling Corridors Conditions Survey Generally, parcel assemblages were not assumed as a given. In other words, issues with some parcels lacking access to public rights-of-way or sufficient space to develop could be mitigated if parcel assemblages were to be made, but this fact does not prevent these defective parcels from being considered to have a faulty lot layout. A total of 27 blocks were identified that contained at least one or more lots with a faulty layout, justifying the documentation of Faulty Lot Layout as existing within the Survey Area. Unsanitary or Unsafe Conditions: The presence of the Unsanitary or Unsafe Conditions factor is usually associated with instances of deteriorating, neglected properties or in cases where safety precautions are not taken. In the Survey Area, the biggest safety concern observed was the lack of adequate pedestrian facilities, including on some sections of busier roads with transit service. Another source of blight contributing to the Unsanitary and Unsafe category is the high level of congestion in portions of the Survey Area. As mentioned earlier, the congestion levels in the vicinity of the 1-70 / Kipling Street interchange contribute to an above-average incidence of police responses to traffic accidents in the area. According to the aforementioned memorandum obtained from the Wheat Ridge Police Department dated October 31,2008, public safety responses to incidents of crime are unusually high and show"clustering" near the I-70 / Kipling Street interchange. Many of Wheat Ridge's hotels and motels are located in this area, and some routinely generate high levels of-emergency calls. The following images illustrate just three examples of the Unsanitary and Unsafe blight factor which were found within the Survey Area. Survey Findings 21 1-70/Kipling Corridors Conditions Survey Frequent curb cuts combined with a lack of sidewalks in this part of the Survey Area present a hazardous situation for pedestrians A lack of road shoulders and sidewalks relegates pedestrians to walking in thedirtoron thestreet 22 Survey Findings 1-70/Kipling Corridors Conditions Survey Three buckets of an unknown substance discarded on the side of road in the Survey Area This railroad crossing is poorly marked, very uneven, and requires a stop shortly after the crossing, conceivably forcing larger trucks to block the tracks Survey Findings 23 1-70/Kipling Corridors Conditions Survey In all, 23 separate blocks were considered to show signs of the Unsanitary or Unsafe Conditions factor, providing sufficient evidence to warrant a finding of this type of blight within the Survey Area. Deterioration of Site or Other Improvements: The most common and prolific occurrence of deterioration under this blight factor in the Survey Area is parking surface deterioration.This includes situations where parking blocks have not been well maintained, as well as problems with the parking surface itself. Parking surface issues range from gravel patches and small potholes to complete deterioration of the asphalt surface to the point where the underlying earth is exposed. Other notable sources of this blight factor found in the Survey Area included issues with deteriorated signs and advertisements, unpaved commercial parking lots, excessive litter, dumping, and debris. The photographs below show examples of instances of site deterioration and neglect. Shifted and uneven parking blocks 24 Survey Findings 1-70/Kipling Corridors Conditions Survey Parking blocks strewn across lot Deteriorated parking surface Survey Findings 25 1-70/Kipling Corridors Conditions Survey Dilapidated signage 26 Survey Findings 1-70/Kipling Corridors Conditions Survey Poorly maintained site with debris from deteriorated structure Unpaved commercial parking lot Survey Findings 27 1-70/Kipling Corridors Conditions Survey in total, 26 blocks showed some form ofdeteriorating site improvements. Conditions pertaining to this factor are prevalent enough in the Survey Area for a finding of Deterioration of Site or Other Improvements to be made. Unusual Topography or Inadequate Public Improvements In the Survey Area, topography was rarely found to be an impedimentto development or redevelopment, but public infrastructure was found to be insufficient or lacking in certain areas to the point where it could discourage future redevelopment projects. The most prevalent instances of this blight factor were deteriorated or nonexistent curb / gutter, pavement, and sidewalks. Excessive overhead utilities were also observed in numerous areas throughout the Survey Area. The following photos show blight examples that fall under this category. An inconsistent gravel bed substitutes for a pedestrian sidewalk along an arterial Survey Findings 1-70/Kipling Corridors Conditions Survey A pothole, filled with gravel, lies where a curb, gutter, and sidewalk should be A sign forces pedestrians to walk close to a busy road where there are no curb, gutter, or sidewalks Survey Findings 29 As 20 blocks were found to contain examples of inadequate public improvements, a finding under this factor for the Survey Area has been made. 1-70/Kipling Corridors Conditions Survey Defective or Unusual Conditions of Title Rendering the Title Non-marketabie: No parcels within the Survey Area have been identified as having provisions in their titles with the potential for causing a hindrance to redevelopment. However, this does not mean that such parcels do not exist. This blight factor was not assessed during the field survey; instead, the project team relied on information from the City of Wheat Ridge regarding the issue of overly restrictive or defective property titles hampering redevelopment. As of the time of this writing, the project team has not received any information indicating the existence of titles within the Survey Area restricting development, and therefore, a finding of Defective or Unusual Conditions of Title Rendering the Tide Non-Marketable has not been made within the Survey Area. Existence of Conditions that Endanger Life or Property by Fire and Other Causes: A portion of the Survey Area is located within the Arvada Fire Protection District, which provided information to the project team regarding recent fire loss and conformance to fire codes. Eleven properties were identified in a memorandum sent by the Fire Protection District on December 1,2008 as having frequently violated the fire code or having experienced fire loss. Most of these properties are located in the vicinity of the I-70 / Kipling Street interchange, and are commercial in nature, but a few multi-unit apartment buildings also made the list. While instances of this type of blight were found on relatively few blocks compared to other types of blight examined thus far, significant fire safety issues did exist in a concentrated number of larger buildings. For this reason, the project team made a positive finding of Existence of Conditions that Endanger Life or Property by Fire and Other Causes. 30 Survey Findings 1-70/Kipling Corridors Conditions Survey Buildings that are Unsafe or Unhealthy for Persons to Live or Work In: Buildings that are Unsafe or Unhealthy for Persons to Live or Work In resuits in similar findings to those found under the previous category, Existence of Factors that Endanger Life or Property by Fire or Other Causes, but expands the range of safety issues it considers. Aside from fire safety issues, other more minor concerns emerged, including instances of rodent infestations, improperly installed swimming pool fencing, bedbug infestations, and gas lines unprotected from vehicles. (Memorandum from Wheat Ridge Community Development, December 10,2008). While the geographical concentration of this blight factor resulted in relatively few blocks showing a positive finding, mostly around the 1-70 / Kipling Street interchange, the blocks that did turn up positive often had fairly significant issues in high-density structures. Therefore, on an overall basis, the Buildings that are Unsafe or Unhealthy for Persons to Live or Work In factor was found to be present in the Survey Area. Environmental Contamination of Buildings or Property: This factor is generally considered present where there is documented evidence of the existence of hazardous contaminants in the soils, water or structures of an area. Matrix Environmental Services, Inc. conducted a review of existing environmental data regarding properties within the Survey Area, and found properties with sufficient evidence of some environmental contamination. The specific findings are summarized in the following three memoranda: Property Name: Coastal Fuel Service Station Property Address:5190 Ward Rd Spill Description: gasoline, unknown quantity, 11/25/98 Site ID: 6T Status: Site currently impacted with petroleum greater than regulatory standards Survey Findings 3 *| Matrix conducted a document review for the current Coastal fuel service station at 5190 Ward Rd. (fuel service station) in accordance with practices and procedures generally accepted by the environmental consulting industry. The fuel service station is within the Wheat Ridge Survey Area and is considered in Matrix's document review because there are known, documented releases associated with their underground storage tanks. Other properties within the Survey Area may also contain environmental impacts; however, they have not been researched as part of this property's analysis. The review presented herein includes statements of professional opinion and is based on documents and information provided by and produced by others. Matrix has not performed a site walk or sampling of environmental media of any kind. The potential exists for unreported and unknown environmental issues associated with the fuel service station or surrounding areas that are not identified herein. No warranties, expressed or implied, are presented herein. On November 3,2008 Matrix completed a cursory review of over 50 documents for this property at the Division of Oil and Public Safety (OPS) at the Colorado Department of Labor and Employment. The documents indicated a petroleum release at the fuel service station occurred in November 1998. Multiple environmental investigations have been performed on the soil and groundwater at the fuel service station, including: • 12/1998 - Preliminary Site Assessment reports petroleum-impacted soil. • 2/1999 - Site Assessment confirms petroleum-impacted soil and recommends a Corrective Action Plan (CAP). » 6/2000 - CAP selects soil vacuum extraction/air sparging (SVE/AS) remediation technologies. • 4/2007 - Monitoring Reports submitted quarterly since startup of SVE/AS system and 4/2007 Monitoring Report provides notice of planned SVE/AS system shutdown. • 5/2007 - SVE/AS system shutdown. • 9/2008 - Quarterly monitoring continues and CAP Modification requests selection of Monitored Natural Attenuation (MNA) as remediation strategy to achieve cleanup standards. 1-70/Kipling Corridors Conditions Survey Survey Findings 1-70/Kipling Corridors Conditions Survey • 10/2008 - OPS had not responded to MNA request. According to the most recent Quarterly Groundwater Monitoring report available at the time of Matrix's document review, the subsurface at the fuel service station is still impacted with petroleum hydrocarbons at concentrations greater than Colorado regulatory standards. Based on, and at the time of, the Matrix file review, documented environmental impacts from petroleum hydrocarbon releases are still present at this site within the Survey Area. Property Name: Amoco Service Station #5215 Property Address: 3805 Kipling St. Spill Description: gasoline, unknown quantity, discovered 5/8/89 SiteiD:12B Status: Site currently impacted with petroleum greater than regulatory standards Matrix conducted a document review for the current Amoco fuel service station at 3805 Kipling St. (fuel service station) in accordance with practices and procedures generally accepted by the environmental consulting industry. The fuel service station is within the Survey Area and is considered in Matrix's document review because there are known, documented releases associated with their underground storage tanks. Other properties within the Survey Area may also contain environmental impacts; however, they have not been researched as part of this property's analysis. The review presented herein includes statements of professional opinion and is based on documents and information provided by and produced by others. Matrix has not performed a site walk or sampling of environmental media of any kind. The potential exists for unreported and unknown environmental issues associated with the fuel service station or surrounding areas that are not identified herein. No warranties, expressed or implied, are presented herein. On November 3,2008 Matrix completed a cursory review of over 40 documents for this property at the Division of Oil and Public Safety (OPS) at the Colorado Department of Labor and Employment. The documents indicated a petroleum release at the fuel service station discovered in May 1989. Multiple environmental investigations have been performed on the soil and groundwater at the fuel service station, including: Survey Findings 33 1-70/Kipling Corridors Conditions Survey • 4/1995 - Supplemental Investigation details petroleum-impacted groundwater, • 10/1996 - Corrective Action Plan (CAP) proposes Monitored Natural Attenuation (MNA) with quarterly groundwater monitoring and free product removal ifit appears in monitoring wells. OPS accepted CAR • 5/2003 - Groundwater monitoring continued quarterly, but CAP Modification proposed to include soil vacuum extraction/air sparging (SVE/AS) system pilot study. • 9/2003 - CAP Addendum submitted selecting Enhanced Fluid Recovery (EFR) and MNA as technologies to achieve cleanup standards. • 6/2004 -4,700 gallons of groundwater/free product removed from subsurface by vacuum. • 9/2008 - Groundwater monitoring continued quarterly, this monitoring report states clean up goal of March 2009 likely will not be achieved. One monitoring well reported to have 0.06 feet of free product present. According to the most recent Quarterly Groundwater Monitoring report available at the time of Matrix's document review, the subsurface at the fuel service station is still impacted with petroleum hydrocarbons at concentrations greater than Colorado regulatory standards. Based on, and at the time of, the Matrix file review, there are documented environmental impacts from petroleum hydrocarbon releases still present at this site within the Survey Area. Property Name: Circle K Service Station #2709885 Property Address: 4885 Kipling St. Spiii Description: gasoline, unknown quantity, 8/28/06 Site ID:13F Status: Site currently impacted with petroleum greater than regulatory standards Matrix conducted a document review for the current Texaco fuel service station at 4885 Kipling St. (fuel service station) in accordance with practices and procedures generally accepted by the environmental consulting industry. The fuel service 34 Survey Findings 1-70/Kipling Corridors Conditions Survey station is within the Survey Area and is considered in Matrix's document review because there are known, documented releases associated with their underground storage tanks. Other properties within the Survey Area may also contain environmental impacts; however, they have not been researched as part of this property's analysis. The review presented herein includes statements of professional opinion and is based on documents and information provided by and produced by others. Matrix has not performed a site walk or sampling of environmental media of any kind. The potential exists for unreported and unknown environmental issues associated with the fuel service station or surrounding areas that are not identified herein. No warranties, expressed or implied, are presented herein. On November 3,2008 Matrix completed a cursory review of over 50 documents forthis property at the Division of Oil and Public Safety (OPS) atthe Colorado Department of Labor and Employment. The documents indicated a petroleum release at the fuel service station reported in August 2006. Multiple environmental investigations have been performed on the soil and groundwater at the fuel service station, including: • 11 /2006 - Site Summary Form received • 1 /2007 - Site Characterization Report presents sampling results for petroleum-impacted groundwater. • 11/2007 - Site Characterization Report Addendum with updated petroleum-impacted groundwater results. • 4/2008 - Corrective Action Plan (CAP) selecting Monitored Natural Attenuation (MNA) with quarterly monitoring. • 7/2008 - OPS approves CAP. According to the most recent documents and correspondence available at the time of Matrix's document review, the subsurface at the fuel service station is still impacted with petroleum hydrocarbons at concentrations greater than Colorado regulatory standards. Based on, and at the time of, the Matrix file review, there are documented environmental impacts from petroleum hydrocarbon releases still present at this site within the Survey Area. Survey Findings 1-70/Kipling Corridors Conditions Survey The ongoing contamination at the three gas station properties has lead the project team to conclude that the Environmental Contamination of Buildings or Property exists within the Study Area, and have made a positive finding of this type of blight. Existence of Factors Requiring High Levels of Municipal Services or Substantial Physical Underutilization or Vacancy of Sites, Buildings, or Other Improvements: The Wheat Ridge Police Department analyzed data from its Computer-Aided Dispatch and Records Management System collected over the past year to determine any patterns of unusual law enforcement throughout the Survey Area. This effort identified several properties and rights-of-way near the 1-70 & Kipling interchange area that received high numbers of'priority one'emergency calls in the past year.These properties include numerous high-density hotel and residential properties which generated anywhere between 100 and 450 calls for service each in the past year, disproportionately burdening the Police Department's limited resources. Additionally, vehicle crimes including theft and break-ins are also frequent in the Survey Area, showing "clustering" near the I-70 / Kipling Street interchange when displayed geographically. A secondary cluster is present just north of 32nd & Youngfield, in the southwestern portion of the Survey Area. Finally, vacancies were found in the Survey Area to a moderate degree. (Five blocks were found to have vacant structures on them, or have multi-unit commercial structures with a significant portion of the units sitting vacant). Other portions of the Survey Area were found to be largely undeveloped or underdeveloped, despite being in an urbanized area. The combination of high crime statistics and public safety calls and the presence of vacant structures and underutilized land provides sufficient evidence for the finding of the Existence of High Levels of Municipal Services or Substantial Physical Underutilization or Vacancy factor. 36 SurveyFmdings 1-70/Kipling Corridors Conditions Survey Vacant storefront Survey Findings 37 1-70/Kipling Corridors Conditions Survey *V ‘♦/4ra,*£ Vacant, underutilized property In total, 33 of the 46 blocks showed either high levels of vacancy or required unusually high levels of municipal service in the past year. 38 Survey Findings 1-70/Kipling Corridors Conditions Survey Section 6: Survey Summary and Recommendation Within the entire Survey Area, ten of the eleven blight factors were identified as being present. The blight factors identified are: • SI um / Deteriorated Structures • Predominance of Defective or Inadequate Street Layout • Faulty Lot Layout in Relation to Size, Adequacy, or Usefulness • Unsanitary or Unsafe Conditions • Deterioration of SiteorOther Improvements • Unusual Topography or Inadequate Public Improvements or Utilities • Existence ofconditions that endanger life or property by fire and other causes • Buildings that are unsafe or unhealthy for persons to live or work in • Environmental contamination of buildings or properties • High Levels of Municipal Services or Underutilization or Vacancy of Sites, Buildings, or Other Improvements As discussed in Section 2, in order for an area to be declared blighted, a certain number of the eleven bfight factors must be found within the Survey Area. Four of the eleven factors is the required minimum, unless none of the property owners or tenants object to being included within an urban renewal area; then, the required minimum is only one of the eleven factors. In the event, however, that eminent domain is to be used to acquire property within the urban renewal area, the required minimum is five of the eleven factors. Since ten blight factors were identified within the Survey Area, a sufficient number of blight factors exist under any of the above scenarios. Conclusion It is the recommendation of this conditions survey report to the Wheat Ridge City Council that the Survey Area, in its present condition, contains a sufficient number of blight factors as required by the Colorado urban renewal laws for the Survey Area to be declared a"b!ighted area." Whether or notthe documented blight "substantially Study Summary and Recommendation 39 1-70/Kipling Corridors Conditions Survey impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare" is a determination that must be made by the Wheat Ridge City Council. 40 Study Summary and Recommendation EXHIBITD (Attach City Resolution No. 40, Series of 2009, City Resolution No. 09, Series of 2014, City Resolution No. 26, Series of 2014 and City Resolution No. 50, Series of 2015 approving the Urban Renewal Plan, First Amendment, Second Amendment and Substantial Modification.) CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 40 Series of 2009 TITLE; A RESOLUTION APPROVING THE INTERSTATE 70/KIPLING CORRIDORS URBAN RENEWAL PLAN WHEREAS, the Wheat Ridge Urban Renewal Authority has prepared an urban renewal plan (the “Plan”) for the Interstate 70 and Kipling Corridors as provided in C.R.S. 31-25-105 (i) and has adopted Resolution No. 06-2009 indicating its recommendation of approval and has forwarded its recommendation of approval to the City Council; and WHEREAS, the Plan has been forwarded to the Wheat Ridge Planning Commission as provided in C.R.S. 31-25-107 (2) and the Planning Commission has adopted Resolution No. 02- 2009 finding the Plan is in conformance with the Wheat Ridge Comprehensive Plan; and WHEREAS, C.R.S. 31-25-107 provides that any plan for redevelopment must be approved by the local governing body at a public hearing; and WHEREAS, notice of the public hearing before City Council was given as provided in C.R.S. 31-25-107 (3); and WHEREAS, a finding of blight within the Interstate 70 and Kipling Corridors Study Area by the Wheat Ridge City Council was approved by Resolution No. 39-2009 on August 10, 2009; and WHEREAS, compliance with the Urban Renewal Law of Colorado (§ 31-25-101 et seq C.R.S.) has been effected in the following respects, including but not limited to: a recommendation of approval of the Plan by the Urban Renewal Authority; referral of the Plan to the City Planning Commission and its written recommendation that the Plan is in conformance with the Wheat Ridge Comprehensive Plan; referral to the Jefferson County Board of Commissioners with information concerning the impacts upon the County; publication of notice of the public hearing on the plan; holding of the public hearing on August 10, 2009 with all parties afforded a full opportunity to be heard. NOW THEREFORE BE IT RESOLVED by the Wheat Ridge City Council as follows: Section 1. The Urban Renewal Plan for the Interstate 70 and Kipling Corridors as depicted on Exhibit 1 hereto is hereby approved. Section 2. The Council makes the following findings consistent with the Urban Renewal Law based upon the provisions of the urban renewal plan: a. No individuals or families will be displaced and their relocation will not be necessitated. b. A feasible relocation plan exists for relocation of businesses which may be displaced by a redevelopment project with the urban renewal area. c. The City Council has caused its staff to take reasonable efforts to provide written notice of the public hearing to property owners, residents and business owners in the urban renewal area at their last known addresses at least 30 days prior to this public hearing of August 10, 2009. d. Section 31 -25-107 (4) (d) C.R.S. of the Urban Renewal Law does not apply in that not more than 120 days have passed since the first public hearing on the Plan, because this is the first hearing. e. Section 31-25-107 (4) (e) C.R.S. of the Urban Renewal Law does not apply in that the City Council did not fail previously to approve this Plan. f. The Plan conforms to the City’s Comprehensive Plan. g. The provisions of the Plan provide maximum opportunity for redevelopment of the urban renewal area by private enterprise. h. Section 31-25-107 (5) and (6) C.R.S. of the Urban Renewal Law are inapplicable in relationship to the Plan. Section 3. Although the Plan provides for the use of tax increment financing, such financing mechanisms will not be utilized with the initial adoption of this Plan at this time but will be considered at an appropriate time when redevelopment projects or market factors necessitate or justify same or promote the use of tax increment financing as appropriate. Modifications of this Plan may then be necessaty to implement tax increment financing. Section 4. The Wheat Ridge Urban Renewal Authority is authorized to exercise the powers of eminent domain to carry out, effect and administer the Plan. Michael Snow, City Clerk CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 09 Series of 2014 TITLE: A RESOLUTION APPROVING A FIRST AMENDMENT TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN TO ALLOW FOR THE UTILIZATION OF TAX INCREMENT FINANCING WHEREAS, in May 2009, the Wheat Ridge City Council approved an urban renewal plan, known as the 1-70/Kipling Corridors Urban Renewal Flan (the Urban Renewal Plan) Exhibit A for the elimination of blight and redevelopment of certain portions of the City; and WHEREAS, such Urban Renewal Plan includes the area described in Exhibit B hereto, which is the location of the MVG Development property; and WHEREAS, Section 7.7 of the Urban Renewal Plan provided for the utilization of sales and property tax incremental revenue sources within the redevelopment area; and WHEREAS, in compliance with the Urban Renewal Law of Colorado. C.R.S. § 31-25-101 et seq., the Wheat Ridge Urban Renewal Authority desires to implement the use of tax increment financing for the project area described in Exhibit B; WHEREAS, this first amendment to the Urban Renewal Plan is considered a substantial modification and therefore requires a 30-day notice to all property and business owners and the County Commissioners in the Urban Renewal Plan project area and requires the City's Planning Commission to review the modification and its conformity to the City's general plan for development as a whole; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, as follows: Section 1. The City Council hereby adopts this resolution amending Section 8 of the Urban Renewal Plan for the utilization of property and sales tax increment for the MVG Development project. Exhibit A 1-70/Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado May 2009 Prepared for: Wheat Ridge Urban Renewal Authority Wheat Ridge, Colorado City Council Prepared by: Leland Consulting Group (LCG) II I \\l> CV>\Mi (I"VI., Gur-LP t«iv 1 1-70 / Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado Tabic of Contents Section 1.0:Introduction 4 U Preface 1.2 Blight Findings; 1.3 Other Findings 1.4 Urban Renewal Area Boundaries 1.4.1 Boundary Map of Urban Renewal Area Section 2.0 Definitions 6 Section 3.0 Purpose of the Plan 10 3.1 Public Participation Section 4.0 Qualifying Conditions 11 Section 5.0 Relationship to Comprehensive Plan 13 Section 6.0 Plan Objectives 14 6,1 General Descriptions 6.2 Development and Design Objectives 6.3 Public Investment Objectives Section 7.0 Authorized Urban Renewal Undertakings and Activities 18 7.1 Public Improvements and Facilities 7.2 Other Improvements and Facilities 7.3 Development Opportunities - Catalyst Projects 7.4 Development Standards 7.5 Variations in the Plan 7.6 Urban Renewal Plan Review Process 7.7 Project Financing and Creation of Tax Increment Areas 7.8 Property Acquisition and Land Assemblage 7.9 Relocation Assistance 7.10 Demolition. Clearance. Environmental Remediation, and Site Prep 7.11 Property Disposition 7.12 Redevelopment and Rehabilitation Actions 7.13 Redevelopment / Development Agreements 7.14 Cooperation Agreements LF.l.AM) Co.Nbl I 1 i N C. GROl !’ <30 (<Wty .’009.; 2 1-70 / Kipling Corridors Urban Renewal Han Wheat Ridge, Colorado Table of Contents Section 8.0 Project Financing 26 8.1 8.2 8.3 Public Investment Objective Authorization Project Revenues 8.3.1 Tax Increment Financing 8.3.2 Distribution of Tax Revenues 8.4 Other Financing Mechanisms / Structures Section 9.0 Severability 28 Appendix Appendix A: Appendix B: Appendix C: Urban Renewal Area Legal Description Urban Renewal Plan Concept Map City of Wheat Ridge Comprehensive Plan, Updated 2000 References Attachment 1: Attachment 2s 1-70/ Kipling Corridors Conditions Survey I-70/KipIing Corridors Jefferson County Impact Report Leland Consulting Group (20 July 2009) 3 1-70 / Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado 1.0 Preface and Background 1.1 Preface This 1-70/Kipling Corridors Urban Renewal Plan (the "Plan" or the "Urban Renewal Plan") has been prepared by the Wheat Ridge Urban Renewal Authority (the "Authority") for the City of Wheat Ridge ("City"). It will be carried out by the Authority, pursuant to the provisions of the Urban Renewal Law of the State of Colorado, Part 1 of Article 25 of Title 31, Colorado Revised Statutes, 1973, as amended (the "Act"). The administration and implementation of this Plan, including the preparation and execution of any documents implementing it, shall be performed by the Authority. 1.2 Blight Findings Under the Act an urban renewal area is a blighted area, which has been designated as appropriate for an urban renewal project in each urban renewal area, conditions of blight, as defined by the Act, must be present and in order for the Authority to exercise its powers, the City Council must find that the presence of those conditions of blight, "substantially impairs or arrests the sound growth of the municipality or constitutes an economic or social liability, and is a menace to die public health, safety, morals or welfare." Luland Consulting Group (20 j«/y 2009) The 1-70/ Kipling Corridors Conditions Survey, prepared by Matrix Design Group, submitted June 2009, which is attached hereto as Attachment 1 (the "Blight Study"), demonstrates that the 1-70 / Kipling Corridors Area ("Study Area"), as defined in the Blight Study, is a blighted area under the Act 1.3 Other Findings The Area is appropriate for one or more urban renewal projects and other undertakings authorized by the Act to be advanced by the Authority, Projects could require the demolition and clearance of certain public and private improvements within tire Area as provided in tins Plan, If this is the case, such actions will be determined to be necessary in order to eliminate unsafe conditions, obsolete and other uses detrimental to the public welfare, and otherwise remove and prevent the spread of deterioration. The Authority lias the discretion to create a single or several tax increment areas within a single urban renewal planning area. In addition, it is at the Authority's discretion whether or not to initiate creation of one or several tax increment areas at the time the Plan is adopted by City Council. Factors that could support creation of a tax increment district include announcement of a specific project or prevailing or impending market and / or economic conditions. Further, the Authority is entitled to all powers authorized in the Act It is the intent of the City Council in adopting this Plan that the Authority exercise all powers which are necessary, convenient or appropriate to accomplish the objectives of the Plan, hi addition, it is die intent of the Plan that Die Authority exercise all such powers as may now be possessed or hereafter granted tor the elimination of qualifying conditions in the Area. Leland Consulting Group c?.o July 2009) The powers conferred by the Act are for public uses and purposes for which public money may be expended and police powers exercised; and, this Plan is in the public interest and necessity - such finding being a matter of legislative determination by the City Council. 1.4 Urban Renewal Area Boundaries The proposed 1-70 / Kipling Corridors Urban Renewal Area (referred to herein as "the Urban Renewal Area" or "the Area") is located wi thin the City of Wit eat Ridge and Jefferson County, Colorado as delineated in Figure No. 1 and described in the legal description presented in the Appendix. The boundaries of the Area generally include properties roughly following a U-shaped corridor that runs north along Interstate 70 beginning at 32nd Avenue, then east along the Interstate until Kipling Street, and finally south along Kipling Street until 26th Avenue. Tire survey area contains 649 real property parcels, In terms of land area, die Area consists of approximately 1,189 total acres (including any streets or rights-of-way) of which approximately 812 acres lie within real property parcels. 1.4.1 Figure % 1-70/Kipling Corridors Area The Plan Concept Map is presented in Appendix B. 2.0 Definitions In addition to terms previously defined in the text, the following terms are used in this Plan: Leland Consulting Group m juiy 2009) Figure No. 1 i.J-l \\l> C ow I \\\k> Gkoi'i j't (J l) : 7 Acl - means the Urban Renewal l.aw of the State of Colorado, Part 1 of Article 25 of Title 31, Colorado Revised Statutes, as amended. Area or Urban Renewal Area - means the 1-70 / Kipling Corridors Urban Renewal Area as depicted in Figure 1 and legally described in the Appendix, Authority - means the Wheat Ridge Urban Renewal Authority. Blight Study - means the 1-70/Kipling Corridor* Condition* Surm/, prepared by Matrix Design Group, submitted june 2000, incorporated herein by this reference. City - means the City of Wheat Ridge, a home-rule municipal corporation of the State of Colorado. City Council - means the City Council of the City of Wheat Ridge. City Tax or City Taxes - means, collectively, taxes imposed by the City on certain transactions. Comprehensive Plan - the City ofWlu'nt Ridge Aren Comprehenmv Plan, Updated 2000 (the "Comprehensive Plan"). Cooperation Agreement - means any agreement between the Authority and City, one or more Metropolitan Districts, or any public body (the term "public body" being used in this Plan as defined by the Act) respecting action to be taken pursuant to anv of the powers set forth in the Act or in any other provision of Colorado law, for tire purpose of facilitating public undertakings deemed necessary or appropriate by the Authority under this Plan. Lh.wp Co\npi n\t. (.jriu r f.’ii ittiv :-ui», 8 C.R.S. - means the Colorado Revised Statutes, as amended from time to time. Impact Report - means the 1-70/Kipling Corridors, Jefferson County Impact Report prepared by Leland Consulting Group, dated July, 2009, attached hereto as Attachment 2 and incorporated herein by this reference. Improvement District - means a special district created to make improvements, typically to public space infrastructure, in a given area. Wheat Ridge Comprehensive Plan - means Cify of Wheat Ridge Area Comprehensive Plan, Updated 2000, as such plan has been or may be amended from time to time. Han or Urban Renewal Plan - means this 1-70/Kipling Corridors Urban Renewal Plan. Property Tax Increment Area - means that portion of the Area designated as a property tax increment area Redevelopment / Development Agreement ~ means one or more agreements between the Authority and developer(s) and / or property owners or such other individuals or entities as may be determined by the Authority to be necessary or desirable to carry out the purposes of this Plan. Sales Tax - means the municipal sales tax imposed by the City on certain transactions. Sales Tax Increment Area - means any portion of the Area designated as a sales tax increment area. Leland Consulting Group (20 July 200s) Tax Increment Area - means a portion of the Area designated as a Property Tax and/or Sales Tax Increment Area. 3.0 Purpose of the Plan The purpose of the 1-70 / Kipling Corridors Urban Renewal Plan is to reduce, eliminate arid prevent the spread of blight within the Area and to stimulate/ growth and Investment within the Area boundaries. To accomplish this purpose, the Plan promotes local objectives with respect to appropriate land uses, private investment and public improvements, provided that the delineation of such objectives shall not be construed to require that any particular project necessarily promote all such objectives. Specifically, the Plan promotes an environment which allows for a range of uses and product types, as supported by the City of lWheat Ridge Area Comprehensive Plan, Updated 2000 and any subsequent updates, as well as any other relevant policy documents which leverage the community's investment in public improvement projects in the Area. While the principal goal of this urban renewal effort, as required by the Act, is to afford maximum opportunity consistent with the sound needs of the City of Wheat Ridge as a whole, and to develop and rehabilitate the Area by private enterprise; it is not intended to replace the efforts of area business development entities. 3.1 Public Participation The Plan has been made available to business and property owners located within and adjacent to the Plan boundaries, as well as Wheat Ridge residents at- large, AH stakeholders and residents were also invited to participate in several Leland Consulting Group (20 July 2009) venues: workshops held between April and May 2009 designed to solicit input on the vision for the Area. In all,, more than 100 individuals participated. In addition, City staff received written comments via e-mail and phone calls. Notification of the public hearing was provided to property owners and owners of business concerns at their last known address of record within the Area as required by the Act Notice of the public hearing to consider the Plan was published in the Wheat Ridge Transcript Presentations were also made at public meetings of die City Council and Planning Commission during the summer of 2009 to receive comments and input on the process and Plan documents. As required by the Act, a report outlining the potential Impact of the Plan on Jefferson County was prepared and submitted along with the Plan document to the County Commissioners of Jefferson County not less than 30 days before consideration of its approval. 4.0 Qualifying Conditions Before an urban renewal plan can be adopted by the City, the area must be determined to be a "blighted area" as defined in Section 31-25-103(2) of die Act, which provides that m its present condition and use, the presence of at least four of the following factors in die Area, substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare: (a) Slum, deteriorated, or deteriorating structures; (b) Predominance of defective or inadequate street layout; (c) Faulty lot layout in relation to size, adequacy, accessibility, or usefulness; (d) Unsanitary or unsafe conditions; Leland Consulting Group (20 }uiy 2009) 11 (e) Deterioration of site or other improvements; (f) Unusual topography or inadequate ■public improvements or utilities; (g) Defective or unusual conditions of title rendering the title nonmarkeiabk; (h) The existence of conditions that endanger life or proj^rty by fire or other causes; (i) Buildings that are unsafe or unhealthy for persons to live or loork in because of building code violations, dilapidation, deterioration, defective design, physical construction, or faulty or inadequate facilities; (j) Environmental contamination of buildings or property; (k.5) The existence of health, safety, or welfare factors requiring high levels of municipal services or substantial physical underutilization or vacancy of sites, buildings, or other improvements; or (l) If there is no objection by the property ounier or owners and the tenant or tenants of such owner or owners, tf any, to the inclusion of such property in an urban renewal area, "blighted area" also means an area that, in its present conditions and use and, by reason of the presences of any one of the factors specified in paragraphs (a) to (k.5) of Section 51-25-103(2), substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare. The Act also provides that, if private property is to be acquired by the Authority by eminent domain, at least five of the factors specified in Section 31-25-103(2)(a) to (2)(1) must be present The general methodology for conducting the Blight Study is to: (i) define the Study Area; (ii) gather information about the Study Area, such as right-of-way and parcel boundaries, aerial photography, etc.; (ili) evaluate evidence of blight through field reconnaissance of the Study Area to document observed physical conditions of blight and, (iv) collect data about blight factors that are not visually observable. Leland Consulting Group (20 luty 2009) Among the 11 qualifying factors identified in die Act, die Blight Study identified the presence of die following ten blight factors in the Study Area: (a) Slum, Deteriorated and Deteriorating Structures (b) Predominance of Defective or Inadequate Street Layout (c) Faulty Lot Layout in Relation to Size, Adequacy, or Usefulness (d) Unsanitary or Unsafe Conditions (e) Deterioration of Site or Other Improvements (f) Unusual Topography or Inadequate Public Improvements or Utilities (h) Existence of conditions that endanger life or property by fire and other causes (i) Buildings that are Unsafe or Unhealthy for Persons to Live or Work (j) Environmental Contamination of Buildings or Property (k.5) High Levels of Municipal Services or Underutilization or Vacancy of Sites, Buildings, or Other Improvements The condition, (g) of Section 31-25-103(2), defective or unusual conditions of tide rendering the title non-marketable, was not investigated. 5.0 Relationship to Comprehensive Plan A general plan for the City, known as the G'ty of Wheat Ridge Area Comprehensive Plan, was updated in 2000. The Authority, with the cooperation of die City, private enterprise and other public bodies, wti] undertake projects and activities described in this Plan in order to eliminate the conditions of blight identified herein while implementing the goals and objectives of the G'ty of Wheat Ridge Area Comprehensive Platt, Updated 2000 and all subsequent updates. Specific elements of the City of Wheat Ridge Area Comprehensive Plan, Updated 2000 which this Plan advances, are presented in Appendix C of this Plan (and taken verbatim). References from other adopted and accepted documents Leland Consulting Croup (io }uty 2009; (Repositioning Wheal Ridge, Neighborhood Revitalization Strategy; and Wheat Ridge Norlftwesi Sub-Area Plan) that speak to issues within the Urban Renewal Area are also provided. Pursuant to State Statutes, the 1-70/Kipling Corridors Urban Renewal Plan was reviewed by the Planning and Zoning Commission on August 6,2009 and a Resolution was passed indicating that the Plan was consistent with certain Goals, Policies and Strategies contained in the Wheal Ridge Area Comprehensive Plan, Updated 2000 and other City adopted and accepted plans. 6.0 Plan Objectives 6.1 General Description The vision for the Area as defined by stakeholders involved in the process is: Redevelopment of the Urban Renewal Area represents a unique opportunity to create a series of destinations that are both region-serving ami locally supportive. This Urban Renewal Plan, while not a regulating document, envisions quality materials; notable architecture; strong internal and external connections; and, host environments for public events and cultural venues. New uses and redevelopment of existing uses may be developed in mixed-use and multi use formats where feasible, and in an architectural style ihal is regionally-relevan t. Whereas existing neighborhoods will be stabilized, new -neighborhoods will be co-located with commercial, employment and institutional uses. Improvements in the physical realm will be consistent and communicate a unified identity and brand. Connections for vehicles, pedestrians, bicycles and other modes of transportation will be improved and strengthened in a manner that is regionally-relevnnt and in accordance with the Architectural and Site Design Manual. Lei.and Consulting Group iio July 2009) 6*2 Development and Design Objectives All development in the Plan Area shall conform to the zoning and development codes of the Wheat Ridge Municipal Code, as well as any site-specific zoning regulations or policies which might impact properties in die Area, all as in effect and as may be amended from time to time. Codes and regulations present at the time of any project application and development will apply. Mo project within the Urban Renewal Area is vested to previous codes or regulations. While the Act authorizes the Authority to undertake zoning and planning activities to regulate land use, maximum densities, and building requirements in the Area, the City will regulate land use and building requirements. The primary development objective of this Urban Renewal Plan is strategic investment in the public realm that will leverage private sector projects. Potential land uses within the Urban Renewal Area include a range of commercial, employment (industrial and office), residential, institutional, lodging, civic, cultural and parking. Other, more general development objectives include flexibility given changing market conditions; adaptability to a range of uses and product types; and, consistency in building material and development quality. Specific project goals and objectives identified by the stakeholders, in collaboration with impacted property owners, that investment within the Urban Renewal Area should aspire to, include the following: 1. Eliminate and prevent blight 2. Implement elements of the City of Wheal Ridge Comprehensive Plan, Update 2000 related to urban renewal and the vision of this Plan 3. Ensure orderly growth throughout the community 4. Stimulate development of under-utilized land in the Urban Renewal Area Leland Consulting Group (to July ioo9) 5. Increase property values and strengthen the Gty's economic base 6. Participate in tire long-term economic vitality of the City through quality (re) development 7. Enhance Wheat Ridge's identity 8. Preserve existing neighborhoods 9. Expand the City's commercial activities 10. Maintain a hscally-prudcnt base of Industrial uses 11. Encourage growth in primary jobs 12. Promote Wheat Ridge's cultural heritage 13. Reduce sub-standard uses 14. Support stronger code enforcement Land Use 15. Improve relationships between uses in the Urban Renewal Area and surrounding areas 16. Provide uses supportive of and complementary to planned improvements 17. Promote a variety of housing product types to address multiple segments of the populous 18. Advance cultural art programs and capital investments 19. Unify uses and plan components (signage, street furniture, landscaping) 20. Support preservation of historic structures 21. Expand service facilities (police, fire, library, recreation and / or senior) Economic Development 22. Encourage the continued presence of existing viable businesses 23. Attract regional and national businesses Leland Consulting Group (zo /iWy 2009) Financial 24. Provide a range of financing mechanisms for private property (re) investment 25. Encourage public-private partnerships 26. Promote economic incentives in order to attract (re) investment Political 27. Facilitate cooperation among government agencies (taxing entities) Architecture 28. Promote "green" development (environmentally sensitive) 29. Raise the quality of building standards in die Urban Renewal Area 30. Encourage higher design standards Pln/rical 31. Improve the public realm 32. Increase die capacity and quality of infrastructure in the Urban Renewal Area 33. Develop and enhance community gateways 34. Maintain / develop public gathering spaces (soft and hard) 35. Preserve the area's natural (and man-made) resources 36. Grow the City's muIti-modaJ options (bike routes, trails, pedestrian access, transit) Leland Consulting Group ao July 2009) 6.3 Public Investment Objectives Existing conditions present within the Area will be remedied by die proposed Plan, but will first need to be identified as a priority public investment item by the Authority, in consultation with the stakeholders. As it is the intent of this Plan that improvements will only be partially funded by tax increment revenues, creation of special districts and/or other financing districts to serve as supplemental funding sources will not only be considered, but encouraged. Experience has proven that a critical component to the success of any urban renewal effort is participation by both the public and private sectors. This said, leveraging of resources will be key as no one entity, either public or private, has sufficient resources alone to sustain a long-term improvement effort, 7,0 Authorized Urban Renewal Undertakings and Activities The Act allows for a wide range of activities to be used in the implementation of an urban renewal plan. In the case of this Plan, it is the Authority's intent to provide incentives to stimulate private investment in cooperation with property owners and other affected parties in order to accomplish its objectives. Public- private partnerships and other forms of cooperative development will be key to the Authority's strategy for preventing tixe spread of blight and eliminating existing blight conditions. Reliance on powers such as eminent domain will only be considered as a final option, as determined by the City Council, to achieve the objectives of this Plan. 7.1 Public Improvements and Facilities The Authority may undertake certain actions to make die Area more attractive for private investment Tire Authority may, or cause others to, install, construct, and reconstruct any public improvements. Additionally, the Authority may, or Leland Consulting Group no July 2009) cause others to, demolish and dear buildings and existing improvements for the purpose of promoting the objectives of the Plan and the Act Finally, the Authority may, or may cause others to, install, construct and reconstruct any other authorized improvements in the Area, inducting, without limitation, other authorized undertakings or improvements for the purpose of promoting the objectives of this Plan and the Act. Public projects are intended to stimulate (directly and indirectly) private sector investment in and around the Area. The combination of public and private investment will assist in the investment and reinvestment of the Area with a greater intensity and quality1 of viable commercial, employment, residential and mixed-use sub-areas supported by multiple forms of transportation and public spaces contributing to the overall economic well-being of die community. As described in Section 4.0 of tills Plan, ten qualifying conditions of blight, as defined in Section 31-25-103(2) of the Act, are evident in the Area. This Plan proposes addressing each of these conditions through potential completion of the following public improvements and facilities: (a) Slum, Deteriorated and Deteriorating Structures: building improvements induding facades, fencing, roof repairs; and, graffiti clean-up; (b) Predominance of Defective or Inadequate Street Layout completion of incomplete streets and sidewalks; increased road and intersection capacity; roadway repairs; and, stronger connections; (c) Faulty Lot Layout in Relation to Size, Adequacy, Accessibility, or Usefulness: (see Predominance of Defective or Inadequate Street Layout); and, assemblage of small, narrow and awkwardly shaped parcels; (d) Unsanitary or Unsafe Conditions: pedestrian improvements; ADA improvements; lighting; bike paths; deferred maintenance items Leland Consulting Group (20 juiy 2009) including cracked and buckled sidewalks; and, roadway improvements designed to arrest congestion; (e) Deterioration of Site or Other Improvements: improvements to parking surfaces; curbs and gutters; and, signs and advertisements; (f) Unusual Topography or Inadequate Public Improvements or Utilities: undergrounding of overhead utilities; increasing infrastructure capacity where necessary; and, completion of curbs, gutters and sidewalks; (h) Existence of Conditions that Endanger Life or Property by Fire and Other Causes: sprinklering of commercial buildings: and, improved access for emergency vehicles; (i) Buildings That Are Unsafe or Unhealthy for Persons to Live or Work: demolition of substandard structures; (j) Environmental Contamination of Buildings or Property: assistance with site and building environmental clean-up; (k.5) Existence of Factors Requiring High Levels of Municipal Services or Substantial Physical Underutilization or Vacancy of Sites, Buildings or Other Improvements: stronger code enforcement; site assemblage; site prep; and, assistance with post-development leasing strategies. 7.2 Other Improvements and Facilities There could be other non-public improvements in the Area that may be required to accommodate development and redevelopment The Authority' may assist in tire financing or construction of these improvements. 7.3 Development Opportunities—Catalyst Projects A key concept associated with implementation of die Plan is targeted investment that will serve to catalyze development throughout the Area and fund future Leland Consulting Group rzo }uiy 2009) public improvements, The aggregate impact of potential investment witiiirt the Area is reflected in the Impact Report in Attachment 2. 7.4 Development Standards All development in the Area shall conform to applicable rules, regulations, policies and other requirements and standards of the City and any other governmental entity which lias jurisdiction over ail or any portion of Che Area. In conformance with the Act and the Flan, the Authority may adopt design standards and other requirements applicable to projects undertaken by the Authority in the Area. Unless otherwise approved by City Council, any such standards and requirements adopted by the Authority shall be consistent with all other City zoning and development policies and regulations. 7.5 Variations in the Plan The Authority may propose, and the City Council may make, such modifications to this Urban Renewal Plan as may be necessary provided they are consistent with the City of Wheat Ridge Comprehensive Plan, Updated 2000 and any subsequent updates, as well as the Act, or such amendments made in accordance with this Plan and as otherwise contemplated by this Plan. The Authority' may, in specific cases, allow non-substantive variations from the provisions of this Plan if it determines that a literal enforcement of the provision would constitute an unreasonable limitation beyond the intent and purpose stated herein. Leland Consulting Group (2o /uiy 2009) 7.6 Urban Renewal Plan Review Process The review process for the Plan is intended to provide a mechanism to allow those parties responsible for implementing key projects to periodically evaluate its effectiveness and make adjustments to ensure efficiency in implementing the recommended activities. The following steps are intended to serve as a guide for future Plan review: (a) The Authority may propose modifications (including expansion of die Plan boundaries), and die City Council may make such modifications as may be necessary provided they are consistent with the City of Wheat Ridge Comprehensive Plan, Updated 2000 and any subsequent updates, as well as the Act. (b) Modifications may he developed from suggestions by the Authority, property and business owners, and City staff operating in support of die Authority and advancement of this Plan. (c) A series of joint workshops may be held by and between the Authority and property and business owners to direct and review the development of Plan modifications. 7.7 Project Financing and Creation of Tax Increment Areas While projects within the Area are planned to be primarily privately financed, it is the intent of die City Council in approving this Urban Renewal Plan to authorize the use of tax increment financing by the Authority to assist with die development of these projects. Urban renewal authorities in Colorado are authorized by statute (C.R.S 31-25-105) to borrow money and accept advances, Leland Consulting Group (2o juiy 1009) loans, grants and contributions from public or private sources, and to issue bonds to finance their activities or operations. In practice, an accepted method for financing urban renewal projects is to utilize incremental property tax and / or municipal sales tax revenues attributable to redevelopment in the project area to pay the principal of, the interest on, and any premiums due in connection with the bonds of, loans or advances to, or indebtedness incurred by the Authority. The boundaries of the Urban Renewal Area shall be as set forth in Appendix A. As more fully set forth herein this Section 7.7, it is the intent of City Council in approving this Plan to authorise the use of tax increment financing by the Authority as part of its efforts to undertake and advance the Plan. 7.8 Property Acquisition and Land Assemblage The Authority may acquire property by negotiation or any other method authorized by the Act, except that any proposal to acquire property under the power of eminent domain must be approved by the City Council in accordance with the Act The Authority may temporarily operate, manage and maintain property in the Area with the consent of die owner of the property. Such property shall be under the management and control of foe Authority and may be rented or leased pending its disposition for redevelopment 7.9 Relocation Assistance It is not anticipated that acquisition of real property by the Authority will result in foe relocation of any individuals, families, or business concerns. However, if such relocation becomes necessary, the Authority will adopt a relocation plan in conformance with foe Act Leland Consulting Group (20 July 2009) 7.10 Demolition. Clearance, Environmental Remediation,, and Site Prep In carrying out this Plan, it is anticipated dial the Authority may, on a case-by case basis, elect to demolish and clear buildings, structures and other improvements. Additionally, development activities consistent with this Plan, including but not limited to Development or Cooperation Agreements, may require such demolition and clearance to eliminate unhealthy, unsanitary, and unsafe conditions, eliminate obsolete and other uses detrimental to the public welfare, and otherwise remove and prevent the spread of deterioration. With respect to property acquired by the Authority’, it may demolish and clear, or contract to demolish and clear, those buildings, structures and other improvements pursuant to tins Plan, if in the judgment of the Authority, such buildings, structures and other improvements cannot be rehabilitated in accordance with this Plan. The Authority may also undertake such additional site preparation activities as it deems necessary to facilitate the disposition and development of such property. 7.11 Property Disposition The Authority may acquire, sell, lease, or otherwise transfer real property or any interest in real property subject to covenants, conditions and restrictions. Including architectural and design controls, time restrictions on development, and building requirements, as it deems necessary to develop such property. Real property or interests in real property may be sold, leased or otherwise transferred for use in accordance with the Act and this Plan. All property and interest in real estate acquired by the Authority in the Area that is not dedicated or transferred to public entities, shall be sold or otherwise disposed of for redevelopment in accordance with the provision of this Plan and the Act Leland Consulting Group ao July 2009) 7,12 Redevelopment and Rehabilitation Actions Redevelopment and rehabilitation actions within the Area may include such undertakings and activities as are in accordance with this Plan and the Act, including without limitation: demolition and removal of buildings and improvements as set forth herein; installation, construction and reconstruction of public improvements; elimination of unhealthful, unsanitary or unsafe conditions; elimination of obsolete or other uses detrimental to die public welfare; prevention of the spread of deterioration; and, provision of land for needed public facilities. The Authority may enter into Cooperation Agreements and Redevelopment/ Development Agreements to provide assistance or undertake all other actions authorized by tire Act or other applicable law to redevelop and rehabilitate the Area. 7,13 Redevelopment / Development Agreements The Authority is authorized to enter into Redevelopment/Development Agreements or other contracts with developer(s) or property owners or such other individuals or entities as are determined by the Authority to be necessary or desirable to carry out the purposes of tins Plan. Such Redevelopment/ Development Agreements, or other contracts, may contain terms and provisions as shall be deemed necessary or appropriate by the Authority for the purpose of undertaking the activities contemplated by tius Plan and the Act and may further provide for such undertakings by the Authority, including financial assistance, as may be necessary for the achievement of the objectives of this Plan or as may otherwise be authorized by the Act These Agreements will be separate from this Plan, yet in support of its goals and objectives. Existing agreements between the City and private parties that are consistent with titis Plan are intended to remain in full force and effect. Leiand Consulting Group (20 juty 2009) 7.14 Cooperation Agreements For tile purpose of this Plan, the Authority may enter into one or more Cooperation Agreements pursuant to the Act. The City and the Authority recognize the need to cooperate in the implementation of this Plan and, as such, Cooperation Agreements may include, without limitation, agreements regarding Die planning or implementation of this Plan and its projects, as well as programs, public works operations, or activities which the Authority, the City or such other public body is otherwise empowered to undertake and including without limitation, agreements respecting the financing, installation, construction and reconstruction of public improvements, utility line relocation, storm water detention, environmental remediation, landscaping and/or other eligible improvements. Tltis paragraph shall not be construed to require any particular form of cooperation. 8.0 Project Financing 8.1 Public Investment Objective It is the intent of the Plan that the public sector will play a significant role in urban renewal efforts as a strategic partner. Typical infrastructure investments the public would anticipate making include, but are not limited to: unifying streeteeape elements (but for specific modifications made on private property); improving access and circulation; improving streets and parks; providing for infrastructure improvements; completing utilities; and, creating special districts or other financing mechanisms. Leland Consulting Group no July ?.oo9) 8.2 Authorization The Authority may finance undertakings pursuant to this Plan by any method authorized under the Act or any other applicable law, including without limitation: issuance of notes, bonds and other obligations in an amount sufficient to finance all or part of this Plan; borrowing of funds and creation of indebtedness; advancement of reimbursement agreements; and } or utilization of die following: federal or state loans or grants; interest income; annual appropriation agreements; agreements with public or private entities; and loans, advances and grants from any other available sources. The principal, interest, costs and fees on any indebtedness are to be paid for with any lawfully available funds of the Authority. Debt may include bonds, refunding bonds, notes, interim certificates or receipts, temporary bonds, certificates of indebtedness, or any other obligation lawfully created. 8.3 Proj ect Revenues 8.3.1 Tax Increment Financing The Plan contemplates that a primary method of financing projects within the Area will be through the use of property tax and City Sales Tax increments. The Authority shall be authorized to pledge all or any portion of such property tax and City Sales Tax increment revenues for financing public infrastructure that benefits the Area pursuant to one or more Cooperation Agreements. Leland Consulting Group <20 July 2009) 8.3.2 Distribution of Tax Revenues As specified in any amendment to this Plan which creates a new Tax Increment Area as set forth herein, property taxes and/or City faxes levied after the effective date of the approval of such amendment shall be divided for a period commencing on the date of City Council approval of such amendment and continuing for a period not-to-exceed twenty-five years in accordance with Section 31-25-107(9) of the Act and the terms of any applicable Cooperation Agreement 8,4 Other Financing Mechanisms / Structures The Plan is designed to provide for the use of tax increment financing as one tool to facilitate investment and reinvestment within the Area. However, in addition to tax increment financing the Authority shall be authorized to finance implementation of the Plan by any method authorized by the Act The Authority is committed to making a variety of strategies and mechanisms available which are financial, physical, market and organizational in nature. It is the intent of this Plan to use five tools either independently or in various combinations. Given the obstacles associated with development the Authority recognizes that it is imperative that solutions and resources be put in place which are comprehensive, flexible and creative. 9.0 Severability If any portion of this Plait is held to be invalid or unenforceable, such invalidity will not affect the remaining portions of the Plan. 1-ELAND CONSULTING GROUP (20 July 2009) CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 09 Series of 2014 TITLE: A RESOLUTION APPROVING A FIRST AMENDMENT TO THE I-70/KJPL1NG CORRIDORS URBAN RENEWAL PLAN TO ALLOW FOR THE UTILIZATION OF TAX INCREMENT FINANCING WHEREAS, in May 2009, the Wheat Ridge City Council approved an urban renewal plan, known as the l-70/Kipiing Corridors Urban Renewal Plan (the Urban Renewal Plan) Exhibit A for the elimination of blight and redevelopment of certain portions of the City; and WHEREAS, such Urban Renewal Plan includes the area described in Exhibit B hereto, which is the location of the MVG Development property; and WHEREAS, Section 7.7 of the Urban Renewal Plan provided for the utilization of sales and property tax incremental revenue sources within the redevelopment area; and WHEREAS, in compliance with the Urban Renewal Law of Colorado, C,R,S. § 31-25-101 et seq,, the Wheat Ridge Urban Renewal Authority desires to implement the use of tax increment financing for the project area described in Exhibit B; WHEREAS, this first amendment to the Urban Renewal Plan is considered a substantial modification and therefore requires a 30-day notice to all property and business owners and the County Commissioners in the Urban Renewal Plan project area and requires the City's Planning Commission to review the modification and its conformity to the City’s general plan for development as a whole; and NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, as follows; Section 1. The City Council hereby adopts this resolution amending Section 8 of the Urban Renewal Plan for the utilization of property and sales tax increment for the MVG Development project. EXHIBIT B FIRST AMENDMENT TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN Section 8 of the j-70/KJpling Corridors Urban Renewal Plan (“Plan'') is hereby amended to read as follows: 8.0 Project Financing 8.1 Public Investment Objective It is the intent of the Plan that the public sector will play a significant role in urban renewal efforts as a strategic partner. Typical infrastructure investments the public would anticipate making include, but are not limited to: unifying streetscape elements (but for specific modifications made on private property); improving access and circulation: improving streets and parks; providing for infrastructure improvements: completing utilities; and. creating special districts or other financing mechanisms. 8.2 Authorization The Authority' may finance undertakings pursuant to this Plan by any method authorized under the Act or any other applicable law, including without limitation: issuance of notes, bonds and other obligations in an amount sufficient to finance all or pan of this Plan: borrowing of funds and creation of indebtedness: advancement of reimbursement agreements: and / or utilization of the following: federal or state loans or grants; interest income; annual appropriation agreements; agreements with public or private entities; and loans, advances and grants from any other available sources. The principal, interest, costs and fees on any indebtedness are to be paid for with any lawfully available funds of the Authority. Debt may include bonds, refunding bonds, notes, interim certificates or receipts, temporary bonds, certificates of indebtedness, or any other obligation lawfully created. 8.3 Project Revenues 8.3.1 Tax Increment Financing The Plan contemplates that a primary method of financing projects within the Area will be through the use of property tax and City Sales Tax increments. The Authority shall be authorized to pledge all or any portion of such property tax and City Sales Tax increment revenues for financing public infrastructure that benefits the Area pursuant to one or more Cooperation Agreements. 8.3.2 Distribution of Tax Revenues As specified in any amendment to this Plan which creates a new Tax Increment Area as set forth herein, property taxes and/or City Taxes levied after the effective date of the approval of such amendment shall be divided for a period commencing on the date of City Council approval of such amendment and continuing for a period not-to-exceed twenty-five years in accordance with Section 33-25-107(9) of the Act and the terms of any applicable Cooperation Agreement. 8.4 Other Financing Mechanisms / Structures The Plan is designed to provide for the use of tax increment financing as one tool to facilitate investment and reinvestment within die Area. However, in addition to tax increment financing, the Authority shall be authorized to finance implementation of the Plan by any method authorized by the Act. The Authority is committed to making a variety of strategies and mechanisms available which are financial, physical, market and organizational in nature. It is the intent of this Plan to use the tools either independently or in various combinations. Given the obstacles associated with development, the Authority recognizes that it is imperative that solutions and resources be put in place which are comprehensive, flexible and creative. 8.5 UTILIZATION OF PROPERTY AND SALES TIF CONSISTENT WITH THE FOREGOING PROVISIONS OF THIS SECTION 8.0 REGARDING TIF, THERE IS HEREBY ADOPTED THE UTILIZATION OF PROPERTY AND SALES TAX INCREMENT FOR THE PROPERTIES DESCRIBED IN THE ATTACHED APPENDIX A. THE PROPERTIES AND PROJECTS. FOR WHICH A TAX INCREMENT SHALL BE UTILIZED. ALONG WITH A LEGAL DESCRIPTION FOR THE PROPERTIES. THE DATE UPON WHICH THE UTILIZATION OF THE TAX INCREMENT SHALL TAKE EFFECT. AND THE TERMS OF THE TAX INCREMENT APPLICABLE TO EACH PROPERTY. SHALL BE AS SET FORTH Rsi APPENDIX A. APPENDIX A MVG Development Property a. Dale TIT implemented;_____________ b. Council Resolution: No. . Series 201 -1 { c.Legal Descriptions: 10101 W. 37{h Place Our Order Nn ABB7Q393418 LEGAL DESCRIPTION THAT PART OF THE NORTHEAST ONF-QUARTFR OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 28. TOWNSHIP 3 SOUTH. RANGE 69 WEST OF THE GTH P.M.. DESCRIBED AS FOLLOW'S: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 28: THENCE SOUTHERLY. ALONG THE EAST LINE OF SAJD SECTION. 231) FEET: THENCE WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 20D FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 109.99 FEET. MORE OR LESS. TO A POINT 20 FEET EAST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 28; THENCE SOUTHERLY PARALLEL WITH THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION. 124.86 FF.F.T. MORE OR LESS TO A POINT 355 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28. THENCE WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 40 FEET: THENCE SOUTHERLY. PARALLEL WITH AND 20 FEET WEST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER. 75 FEET: THENCE WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 290.19 FEET. MORE OR LESS. TO THE EAST LINE OF LF.E STREET. THENCE NORTHERLY ALONG SAID EAST LINE. PARALLEL WITH AND 20 FEET EAST OF THE WEST UNE OF SAID NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER. 400 FEET. MORE OR LESS. TO THE SOUTH UNE OF 38TH AVENUE; THENCE EASTERLY ALONG SAID SOUTH LINE. PAKA1.LF.L WITH AND 30 FEET SOUTH OF THE NORTH UNE OF SAID SECTION 28. A DISTANCE OF 440.53 FEET. MORE OR LESS. TO A POINT 200 FEET WEST OF THE EAST LINE OF SAID SECTION; THENCE SOUTHERLY. PARALLEL WITH THE EAST LINE OF SAID SECTION. 200 FEET TO THE TRUE POINT OF BEGINNING. COUNTY OF JEFFERSON. STATE OF COLORADO. EXCEPTING THEREFROM THE PORTIONS DESCRIBED IN BOOK 1579 AT PAGE 29C AND IN BOOK 1969 AT PAGE 800 AND IN BOOK 1970 AT PAGE i OF THE JEFFERSON COUNTY RECORDS, 10050 W, 37"' Place ItCAt OfiCSJPtlCS niAi i*.\R5 i/t mi \ukiusam gi \rik n; iiii vs! nn v &.>;<! amW-Mimaa m; nosa ;r/.\Nyii--'v;;'tri eav i haim m u« tv.iravin*smuaiAS ci.y mnH.' \i i'j!i ;:sv. IllUSNIM- \l i'll! 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SislV) TSiS •VOHniJAM (OKN’TJi Of SH HlJS-8 IvJViSSHir '• VH71I ii\N! 1 Al H i TiiTSvcrsiK'ni rvPAi‘ii wir.i :nt 1 vs-* sim ;;f r;n vwnn am r,i \zv,y.-t sir iua » siimvsfi ni iK.BAnsr rc- Tin wi’ni rs^nun ;;v- I MUM! 1 WI AlOSi, nii SiVVH! PKli!1; EH iJM ' MS! AS’ ’ • /. <:•!!■?- IV. MK'IilTAST fJhiM.Sri ‘T.RSiT1 niiM t suimi a nn i,v>! fficuxn :jn) .\ ..‘[si v.v: i -fi tv ■;>. nn I IlMlvil VMS! fAHAI IT! rtTTilTUI ViVTII IIV. >« I’ll Sc)K:HI AM 'TV SAT H.*’ll '!• T!!)N OatlWfjNu VHjf.'niBii IfCM DESCRIPTION .•a ADl'TTANi I r.) IIMIT! !*>!'!*: rvilvT i’i V£V i iK.'Sn OJ JUHVA.A SIM).cl ../vli.VAiV 3785 Kipling Our Onto No. ABJ7039756-1 LEGAL DESCRIPTION A PARCEL Of- LAND IN THL EAST l■! OF THE NORTHEAST 14 OF THE NORTHEAST I i OF FHH NORTHEAST i-4 Of- SECTION 28. TOWNS!ill13 SOUTH HANOI- 60 WEST. COUNTY OF JEFFERSON STATF OF COLORADO DESCRIBED AS FOLLOWS BEGINNING AT A POINT WHICH (S 31) FF.F1 SOUTH AND 30 FEET WEST OF THE NORTHEAST CORNER Of SAID SECTION 28. THENCE SOLTI! IDO FEE! ALONG THE WES I I INI OF KIPLING M ILLET TO flJI TRUE POINT OF BEGINNING THENCE SOUII ALONG THI WEST LINE OF KIPLING STREiT A DISTANCE 01 ICO FFFT. THENCE WEST AND PARALLEL 10 TUT SOUTH LINE. OF WES I 38TH AVLNt'fc A DISTANCE OF 125 FEET. THENCE NORIH AND PAR.AU.EI 10 THE WEST 11ST OF KIPi I NT. STREET A DISTANCE OF 106 1EFT. THENCE EAST AND PARAU.H 10 THE SOUTH UNI OF OF WEST 38TH AVENUE' A DISTANCE 01' 125 FEET TO THE TRIE POINT 01 BEGINNING EXCEPT THAI PORTION CONVEYED 10THE DHPARTMEN1 OF HIGHWAYS BY DEED RECORDED AUGUST 27. I960 IN BOOK 2128 AT PACE 357. COUNTY OF IEI PERSON STATE OF COLORADO d.TIF terms: CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 26 Series of 2014 TITLE: A RESOLUTION APPROVING A SECOND AMENDMENT TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN TO ALLOW FOR THE UTILIZATION' OF TAX INCREMENT FINANCING WHEREAS, in May 2009, the Wheat Ridge City Council approved an urban renewal plan, known as the 1-70/Kipling Corridors Urban Renewal Plan (the Urban Renewal Plan) Exhibit A for the elimination of biight and redevelopment of certain portions of the City; and WHEREAS, such Urban Renewal Plan includes the area described in Exhibit B hereto, which is the location of the MVG Development property; and WHEREAS, Section 7.7 of the Urban Renewal Plan provided for the utilization of sales and property tax incremental revenue sources within the redevelopment area; and WHEREAS, in compliance with the Urban Renewal Law of Colorado, C.R.S. § 31-25-101 et seq.. the Wheat Ridge Urban Renewal Authority desires to implement the use of tax increment financing for the project area described in Exhibit B; and WHEREAS, on January 27, 2014 the City Council approved a First Modification to the I70/Kipling Corridors Urban Renewal Plan authorizing the use of Tax Increment Financing for the redevelopment project at the southwest corner of Kipling Street and 38th Avenue; and WHEREAS, since the time of the First Modification, an additional parcel located at 3795 Kipling Street (Parcel ID: 39-281-00-001) has been acquired and will be included in the use of Tax Increment Financing; and WHEREAS, this second amendment to the Urban Renewal Plan is considered a substantial modification and therefore requires a 30-day notice to all property and business owners and the County Commissioners in the Urban Renewal Plan project area and requires the City’s Planning Commission to review the modification and its conformity to the City's general plan for development as a whole. NOW, THEREFORE. BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, as follows: Section 1. The City Council hereby adopts this resolution amending Section 8 of the Urban Renewal Plan for the utilization of property and sales tax increment for the MVG Development project and adds in the parcel addressed as 3795 Kipling Street (Parcel ID; 39-281-00-001). DONE AND RESOLVED THIS 28th day of April, 2014. ATTEST: QmMlmC H.i’ . aMitiMsl y wBnelle Shaver, City cierk 0< :e J SECOND AMENDMENT TO THE 1-70/iKSFLINC CORRIDORS E'RBAN RENEWAL PLAN Section 8 of the [-70-Kipling Corridors l'r ban Renewal Plan (“’Plan") is hereby amended to read as follows: 8.0 Project Financing 8.1 Public Investment Objective It is the intent of the Plan that the public sector will piuy a significant role in urban renew ai efforts as a strategic partner. I ypieai infrastructure investments the public vumld anticipate making include, but are not limited to: unifying streetscape elements (but for specific modifications made on private property): impro\ ing access and circulation: imprm ing streets and parks: providing for infrastructure improvements: completing utilities: and. creating special districts or other financing mechanisms. 8.2 Authorization The Authority may finance undertakings pursuant to this Plan h\ any method authorized under the Act or any other applicable law. including without limitation: issuance of notes, bonds and other obligations in an amount sufficient to finance ail or part of ibis Plan: borrow ing of funds and creation of indebtedness: advancement of reimbursement agreements: and •/ or utilization of the following: federal or stale loans or grants: interest income: annual appropriation agreements: agreements with public or pri\ ate entities: and loans, advances and grams from any other a\ uilabie sources. The principal, interest, costs and fees on any indebtedness are to be paid for with any lawfully available funds of the Authority. Debt may include bonds, refunding bonds, notes, interim certificates or receipts, temporary bonds, certificates of in Jehtedness. or any other obligation lawfully created. 8.3.1 Tax Increment Financing I he Plan contemplates that a priimin method of financing projects within the Area will be through the use of propem tax and Citv Sales Tax increments. The Authori t> shall be authori/ed to pledge all or any portion of such propem tax and C'it> Sales Tax increment revenues for financing public infraslrueiure that benefits the Area pursuant to one or more Cooperation Agreements. 8.3.2 Distribution ofTax Revenues As specified in any amendment to this Plan w hich creates a new I ax Increment Area as set forth herein, proper!\ taxes and or ( ity 1 axes lev ied alter the effective dale of the approval of such amendment shall be di\ ided for a period commencing on the date of C ity Council approval of such amendment and continuing for a period not-lo-excecd twenlv -li\ e years in accordance with Section 31 -2>-11.)7(9) of the Act and the terms of urn applicable Cooperation Agreement. Other Financing Mechanisms / Structures The Plan is designed to provide for the use of tax increment financing as one tool to facilitate investment and reinvestment within the Area. 1 km ever, in addition to tax increment financing, the Auihorin shall he authori/ed to finance implementation of the Plan by am method authorized b\ the Act. The Authoritv is committed to making a varieiv of strategies and mechanisms available which are financial, plnsical, market and organizational in nature. It is the intent of this Plan to use the tools either independently or in various combinations. Given the obstacles associated w ilh development, the Authority recognizes that it is imperative that solutions ami resources be put in place which are comprehensive, flexible and creative. ItiH/aUum of Property and Sales TU’ Consistent with the foregoing provisions of this Section X.O regarding Ilf', there is herein adopted the utilization of property and sales tax increment for the properties described in the attached Appendix A. Ihe properties and projects, for which a tax increment shall be utilized, along with a legal description for the properties, the date upon which the utilization of the tax increment shall lake effect, and the terms of the tax increment applicable to each property, shall he as set forth in Appendix A. A ;VlV(i Development Property a. Dale Tli implemented: b. Council Resolution: \o. . Sci'ie.s 2014 { c. I.cual Dcscriptioas: .2014) it. •I vs — ~ 3S?=- l\lf i 5". -’^r1, 8 11 H f£r- •& !L !fi j £>-*i—' $:(&/&&&# : -;Tr..'£ -• ia-''-i .in*-" % nr m 1/.;. ,i■;;■ i.-. ,'H. I'M'i'ii p ' , i-‘amu r- ' -m-t ;v m f' p v<'.-.r-' iv . i.niHr' .v a-av:-.s-iTi c-f corrcawMB auavmsa abd RaaocjMsa, sac.r a.n «s», c-. im(IC-'.'i tAt "si; ££!£2p'SZSJ..’: ig 4. /S1 3*5 SZZfJZJFTZ l?S?£nrs&'~. w^^*sg=ss«aiWr-'JST. ■£zr\£!?rx £'^'S£3. * Ur-.-:?1, sir as,"'* * ggs! sts r.£?^^V'£-£S’>? ;sr * sss f^jsr? a; T^va":;-? ^ snwjts.* - •> - »• »*•*» - r^K"- -• ar. ■ *»s j»-s£=-ir-,,2s;-'“ALTA/ACSa UUffl 77TLB SttaVtTf—■ * * ■ «♦ *»*• .*i«i . . , 1 — .- , . . . «aa > ;» K4a\ U* > > 10101 W. 37n' Place Our Ordw No: ABB70333418 LEGAL DESCRIPTION THAT PART OI- THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 28. TOWNSHIP 3 SOUTH. RANGE G9 WEST OF THE GTH P.M.. DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 28; THENCE SOUTHERLY. ALONG THE EAST LINE OF SAID SECTION, 230 FEET: THENCE WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 200 FELT TO THE TRUE POINT OF BEGINNING: THENCE CONTINUING WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 109.09 FEET. MORE OR LESS. TO A POINT Z0 FEET EAST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 28: THENCE SOUTHERLY PARALLEL WITH THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTFR OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SF.CTION. 124.BG FEET. MORE OR LESS. TO A POINT 355 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28: TIIENCK WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION. 40 FEET: THENCE SOUTHERLY, PARALLEL WITH AND 20 FEET WEST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER. 75 FEET: THENCE WESTERLY. PARALLEL WITH THE NORTH LINE OF SAID SECTION. 290.19 FEET, MORE OR LESS. TO THE EAST LINE OF LEE STREET; THENCE NORTHERLY ALONG SAID EAST LINE. PARALLEL WITH AND 20 FEET EAST OF THE WEST LINE OF SAID NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER. 400 FEET. MORE OR LESS. TO THE SOUTH LINE OF 38TH AVENUE: THENCE EASTERLY ALONG SAID SOUTH LINE. PARALLEL WITH AND 30 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28. A DISTANCE OF 440.53 FEET. MORE OR LESS. TO A POINT 200 FEET WEST OF THE EAST LINE OF SAID SECTION: THENCE SOUTHERLY. PARALLEL WITH THE EAST LINE OF SAID SECTION. 200 FEET TO THE TRUE POINT OF BEGINNING. COUNTY OF JEFFERSON, STATE OF COLORADO. EXCEPTING THEREFROM THE PORTIONS DESCRIBED IN HOOK 1579 AT PAGE 29G AND IN BOOK I9G9 AT PAGE 800 AND IN BOOK 1970 AT PAGE 1 OF THE JEFFERSON COUNTY RECORDS. 10050 W. 37th Place Our Otdrrhu AJIlIIOUltoM LEGAL 0ESCSJP710H that paihoe (ill.NOitriiL.vsroGAHrufoi uaxt)«nif.\si ou.YKriRin mi \o»musi OUAKt'FUOI SE! noNJii TOWNSHIP ittlUIll RASCE -'.'UVIVI Cl I- HIE Mil NiiNnPAI MERIDIAN m:sCKIIIM) AS IOU (IMS beginning .vi 7iiKNOKriir.vs'rnw\Ki{oi-.s.\n)srnt(;.\ is hienitsouthfhi Ymonohif- east iineoi said set nos wac-masti oi m 1KI-1 iiiENcrwrsTKm.YMHAun v,tm nit voittn usi 01 said si-t tuvn ti a iijxi am f m *> m:i iu nir raw- w»\roc hk.inmnc. thence southerly I'MtAiuLwrni mi-. e ast uni. orsaidsec nos esa ws;wn of m.oa putt to a point os the sown i isi: or Tilt soamr asvou.uu it? 01- Tin northeast quarter of tin: waiiiE A^E quarith of said sk rios eh HIENcx wrsmti.Y alongsm»sourn aat: aHisr.\\ri-.or m.ci m t.r ra a foist on Till* EASTI INK Of KI-INr S1RFFT.UEI-NO: NORTHERLY ALONG SAID LAS I I i.M 01* SI 1M- StREF I ASH All) 1IM- I XU SUED NORTH AXIJPARA11 Cl Wflll AND 2JH-.ET FAST 05 TUI- WEST I ISI <«• lilt- EAST HAIE03 IHI'XOttniEASI Ot'ARIEROF TIU NOKIIIIASt (JL'AimifO! tilt- SURITIFAM OlAR'IK A DISTANCE-OF 52 FEET MORI-OH I.P5S TO A POINT J3fi SOtrTH 4>T TIE! NOiiTII 1INE. 01- SAID Mid KIN 28: tlll'SCF FAST AM! PAMAI flU'IMJ MIL NORHHASI UNI- Oi SAIDSU DON ifi A lilSIAVT 1)1 iun.09ffjt. more: e»i i css toapoim jwMTr WK.ST or tin i.vsri :si'of said XFCTTON S: 'If HOOT NOHF1IERLY AND PAILM I K! ftlfll Till, i AS f! IM Of SAID SI'IT ION ISA HIST SNCI OF 200 FI.FT TO A «)INt ON TUI- SOUTH I INF 01- WS r T8T1I AYI.NU HII'-STJ FASH HI Y Al ONC \AS» WU1II1INI 1VUIA1 l.M. Wl Ill AND Vj H I J sell TH 01 III!NORTH t.LNEOF SAID Sfl'TION 28 A MSIANI KOI If-l-fl.t TO A POINT ir>FUT\VESJ 01- THE I-AST i.WE Of SAID SECTION U thence sounifW.Y pahaij ri.svmi and is; ret west or nir iasti ini: ok son section a a distance or rami to a hunt i® eri srnniitir mr NiHfm mm OI-SAID Si n EON 28: inr-scr FAsntuy paraiu tavum nir Koam ttsi oi SMOstanis n \ shstanci mi US 1-TfT TO TUI-. TRUE POINf Of BEGINNING. EXCEPTING niWtKI'ROM THAI CERTAIN PARC IT. CO.NVI VII) l a mi IHTAIHWFNI OI HIGHWAYS AN!) HEsemnnJ AS A TRACTOH I’ARCIT- DP LAND NO 1IC OI- TIU- STATE HITAIIfMIAT OI HIGHWAYS EJfViNION or highways. statkot Colorado. project no u-hi wish ni>\2 in mi NOHTUKASi OUAHTTIlOVSECTION ft TOWNSItlPTSinHI! RASCE ISYVI-M l)E im.'.Jil I'lUNai'Al.MFRim.CN. INJERRLSONt OUNtY COIORADO, N\Hi TTiSCT'III PARC El Ill-TNC MORE 1’ARnn.H AUI Y IlfSCRIIIEI) ,CS l-OM (PAN UKGINMINC AT A POINT WHICH IS SOHIII Ai UNO !I|I'T.,VS» I JNf oi' OB- NOHrilt A.ST 0UA3HK Of SM. ni)N 2H, A DISTANE 1 OE J3IIH SEE.l AM) W1AI PARAU ! t ft fill Till- NORTH I IM OF THE NORIHI.VSTIJU.SKI I.HOI- R.< TAIN 2H. A lUSlA.VTOF IT -J EH-.! FROM lilt NORTHEAST CORNER OF SET'TIO.S 28. TOWNSHIP J SOI: Ill RANGE v-S WT.Sf- I. niENT'ESOUTTI PARAU FT WITH HIE FAST UNI-at-Till MiH'lIH-.-NsroUAkTI-S ::F M-i HON 28 A DISTANCE OF Itt.llll l-ITT TO HIE SOIIOI PHOPFRn' I INN: i. nirNOKE.Asr. along mi-:.y)uimT!oi,t!m' hnf a hist vvn oi- isiini-r iu nil SOUTHEAST PWllT-RTV CflRNfR. j. i'iii:NC'f:M)nni a me cam pkopfr rv i ine. a siistaN! ku i;.v ir> iet i i thence: W'Eisr. parauji v<mi mi- south i lm.oi- iiif nor n hast ouari in oi sit ijon thirOrdti No AIIIJIHSM LEGAL DESCRIPTION 28 AniSTANCl'OF li.«IT-E1 TOT1IE POINT 01- IIUTENNISO; COlWIYOl' iFFVEHSON, STATF OF C OIOKAHO 3785 Kipling Our Order No: ABJ70397SG4 LEGAL DESCRIPTION A PARCEL OF 1ANI) IN THE FAST 1/2 OF THK NORTHEAST IM OF THE NORTHEAST 1/4 OF THU NORTHEAST 1/4 OF SEC HON 29. TOWNSHIP 3 SOU W. RANGE 69 WEST. COUNTY OF JEFFERSON. S TATU OF COLORADO. DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 30 FEE I SOU I II AND 30 FEET WEST 01 THE NORTHEAST CORNER OF SAID SECTION 28: THENCE SOUTH 100 IK FT ALONG THK WEST IJNE OF KIPLING STREET TO THE TRUK POINT OF BEGINNING: THENCE SOUTH ALONG THE WEST LINE OF KIPLING STREET A DISTANCE 01 100 FEET: THENCE WEST AND PARALLEL TO THU SOUTH LINE OF WEST arm AVENUE A DISTANCE OF 125 ITU-T; THENCE NORTH AND PARALLEL TO THU WEST LINK OF KIPLING STREET A DISTANCE OF 100 FEET: THENCE EAST AND PARALLEL TO THE SOUTH LINK OF OF WEST 38TH AVENUE. A DISTANCE OF 125 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO THE DEPARTMENT 0! HIGHWAYS BY DEED RECORDED AUGUST’ 27. 1969 IN BOOK 2128 AT PAGE. 357. COUNTY OF JEFFERSON. STATE OF COLORADO. i The South 100 feet of the North BO feet of the West US feet o' the Fast 155 feet o' toe east naif of the Northeast Quarter of the Nontext ;/ B-e Northeast Quarter of Section 78, Township 3 South, Range 69 West of toe 6th Fnropai %toar. EXCEPT that portion thereof conveyed to ’he City Gf' Wheat Ridge.. Colorado by Deeds recorded November 10; 1972 in Book 2444 at Pages 376 and i?7. CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 50 Series of 2015 TITLE: A RESOLUTION APPROVING A SUBSTANTIAL MODIFICATION TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN TO ALLOW FOR THE UTILIZATION OF FAX INCREMENT FINANCING WHEREAS, the City Council of Ihe City of Wheat Ridge has previously adopted the i- 70/K.ipling Corridors Urban Renewal Plan (the "Plan”); WHEREAS, the City Council finds that modification of the Plan to commence the collection of property lax increment is necessary based on the potential development that necessitates the use of property tax increment; WHEREAS, the City Council finds that the commencement of property tax increment constitutes a substantial modification of the Plan; WHEREAS, the City Council lias complied with the requirements of the Urban Renewal Law and particularly C.R.S. § 31-25-107, regarding the adoption of a substantial modification to the Plan; WHEREAS, a public hearing on the substantial modification to the Plan was held before the City of Wheat Ridge City Council on December 14, 201 5; and WHEREAS, at the public hearing, the City Council heard and received evidence supporting the findings set forth in this Resolution and wishes to approve a substantial modification to the Plan as set forth herein. NOW, THEREFORE, BE IT RESOLVED by the Wheal Ridge City Council that: Section 1. Based on the evidence presented at the public hearing, the City Council of the City of Wheat Ridge hereby finds and determines that: (a) The conditions of blight as defined by C.R.S. § 31-25-103(2) and as set forth in the Plan, are unchanged. (b) There exist feasible methods for the relocation of individuals, families, and business concerns in accommodations or areas suitable for their relocation. (c) The City Council has taken reasonable efforts to provide written notice of the public hearing to all property owners, residents and owners of business concerns in the existing urban renewal area at their last known address of record at least thirty days prior to the hearing. Such notice contained the information required by C.R.S. § 31-25-107(3). 01843510001 \13727393.2 (d) No more than 120 days have passed since the commencement of the first public hearing on the substantial modification to the l-70/K.ipling Corridors Urban Renewal Plan. (e) The Plan (which is being substantially modified) does not contain property that was included in a previously submitted urban renewal plan that the City Council failed to approve. (0 The 1-70/Kipling Corridors Urban Renewal Plan, as substantially modified by this Resolution, conforms to the general plan oflhc City of Wheat Ridge as a whole. (g) The 1-70/Kipling Corridors Urban Renewal Plan, will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the rehabilitation or redevelopment of the urban renewal area by private enterprise. (h) The Wheat Ridge Urban Renewal Authority or the City of Wheat Ridge, will adequately finance any additional county infrastructure and services required to serve development in the urban renewal area during the applicable tax increment financing period as set forth in O.R.S. § 31-2.vl07(9)(a)(ll}. (i) The principal purpose for the substantial modification to the Plan is to facilitate redevelopment in order to eliminate or prevent the spread of physically blighted areas. (j) The substantial modification to the Plan draws the boundaries of the area subject to the Plan as narrowly as feasible to accomplish the planning and development objectives for the 1-70/Kipiing Corridors Urban Renewal Plan. (k) 'fhe I-70/Kipling Corridors Urban Renewal Plan, as substantially modified, does not consist in its entirety of open land. (i) The acquisition, clearance, rehabilitation, conservation, development or redevelopment or a combination thereof of the Plan Area, pursuant to the 1-70/K.ipling Corridors Urban Renewal Plan, is necessary and in the best interests of the public health, safety, morals, and welfare oflhc citizens of the City of Wheat Ridge. Section 2. Based on the above findings, the City Council approves a substantial modification to the Plan to commence the collection of property lax increment within the entirety of the Plan area. 2 EXHIBIT E (Attach Urban Renewal Plan, First Amendment, Second Amendment, and 2015 Substantial Modification) 1-70/Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado May 2009 Prepared for: Wheat Ridge Urban Renewal Authority Wheat Ridge, Colorado City Council Prepared by: Leland Consulting Group (LCG) Leland Consulting Group (20 July 2009) 1-70 / Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado Table of Contents Section 1.0:Introduction 4 1.1 Preface 1.2 Blight Findings 1.3 Other Findings 1.4 Urban Renewal Area Boundaries 1.4.1 Boundary Map of Urban Renewal Area Section 2.0 Definitions 6 Section 3.0 Purpose of the Plan 10 3.1 Public Participation Section 4.0 Qualifying Conditions 11 Section 5.0 Relationship to Comprehensive Plan 13 Section 6.0 Plan Objectives 14 6.1 General Descriptions 6.2 Development and Design Objectives 6.3 Public Investment Objectives Section 7.0 Authorized Urban Renewal Undertakings and Activities 18 7.1 Public Improvements and Facilities 7.2 Other Improvements and Facilities 7.3 Development Opportunities - Catalyst Projects 7.4 Development Standards 7.5 Variations in the Plan 7.6 Urban Renewal Plan Review Process 7.7 Project Financing and Creation of Tax Increment Areas 7.8 Property Acquisition and Land Assemblage 7.9 Relocation Assistance 7.10 Demolition, Clearance, Environmental Remediation, and Site Prep 7.11 Property Disposition 7.12 Redevelopment and Rehabilitation Actions 7.13 Redevelopment / Development Agreements 7.14 Cooperation Agreements Leland Consulting Group (2o July 2009) 2 1-70 / Kipling Corridors Urban Renewal Plan Wheat Ridge; Colorado Table of Contents Section 8.0 Project Financing 26 8.1 8.2 8.3 Public Investment Objective Authorization Project Revenues 8.3.1 Tax Increment Financing 8.3.2 Distribution of Tax Revenues 8.4 Other Financing Mechanisms / Structures Section 9.0 Severability 28 Appendix Appendix A: Appendix B: Appendix C: Urban Renewal Area Legal Description Urban Renewal Plan Concept Map City of Wheat Ridge Comprehensive Plan, Updated 2000 References Attachment 1: Attachment 2: 1-70 / Kipling Corridors Conditions Survey 1-70 / Kipling Corridors Jefferson County Impact Report Leland Consulting Group (20 July 2009) 3 1-70 / Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado 1.1 Preface and Background 1.2 Preface This 1-70/Kipling Corridors Urban Renewal Plan (the "Plan" or the "Urban Renewal Plan") has been prepared by the Wheat Ridge Urban Renewal Authority (the "Authority") for the City of Wheat Ridge ("City"). It will be carried out by the Authority, pursuant to the provisions of the Urban Renewal Law of the State of Colorado, Part 1 of Article 25 of Title 31, Colorado Revised Statutes, 1973, as amended (the "Act"). The administration and implementation of this Plan, including the preparation and execution of any documents implementing it, shall be performed by the Authority. 1.3 Blight Findings Under the Act, an urban renewal area is a blighted area, which has been designated as appropriate for an urban renewal project. In each urban renewal area, conditions of blight, as defined by the Act, must be present, and in order for the Authority to exercise its powers, the City Council must find that the presence of those conditions of blight, "substantially impairs or arrests the sound growth of the municipality or constitutes an economic or social liability, and is a menace to the public health, safety, morals or welfare." Leland Consulting Group (io July 2009) The 1-70/Kipling Corridors Conditions Survey, prepared by Matrix Design Group, submitted June 2009, which is attached hereto as Attachment 1 (the "Blight Study"), demonstrates that the 1-70 / Kipling Corridors Area ("Study Area"), as defined in the Blight Study, is a blighted area under the Act. 1.4 Other Findings The Area is appropriate for one or more urban renewal projects and other undertakings authorized by the Act to be advanced by the Authority. Projects could require the demolition and clearance of certain public and private improvements within the Area as provided in this Plan. If this is the case, such actions will be determined to be necessary in order to eliminate unsafe conditions, obsolete and other uses detrimental to the public welfare, and otherwise remove and prevent the spread of deterioration. The Authority has the discretion to create a single or several tax increment areas within a single urban renewal planning area. In addition, it is at the Authority's discretion whether or not to initiate creation of one or several tax increment areas at the time the Plan is adopted by City Council. Factors that could support creation of a tax increment district include announcement of a specific project or prevailing or impending market and / or economic conditions. Further, the Authority is entitled to all powers authorized in the Act. It is the intent of the City Council in adopting this Plan that the Authority exercise all powers which are necessary, convenient or appropriate to accomplish the objectives of the Plan. In addition, it is the intent of the Plan that the Authority exercise all such powers as may now be possessed or hereafter granted for the elimination of qualifying conditions in the Area. Leland Consulting Group (2o July 1009) The powers conferred by the Act are for public uses and purposes for which public money may be expended and police powers exercised; and, this Plan is in the public interest and necessity - such finding being a matter of legislative determination by the City Council. 1.5 Urban Renewal Area Boundaries The proposed 1-70 / Kipling Corridors Urban Renewal Area (referred to herein as "the Urban Renewal Area" or "the Area") is located within the City of Wheat Ridge and Jefferson County, Colorado as delineated in Figure No. 1 and described in the legal description presented in the Appendix. The boundaries of the Area generally include properties roughly following a U-shaped corridor that runs north along Interstate 70 beginning at 32nd Avenue, then east along the Interstate until Kipling Street, and finally south along Kipling Street until 26th Avenue. The survey area contains 649 real property parcels. In terms of land area, the Area consists of approximately 1,189 total acres (including any streets or rights-of-way) of which approximately 812 acres lie within real property parcels. 1.4.1 Figure 1,1-70/Kipling Corridors Area The Plan Concept Map is presented in Appendix B. 2.0 Definitions In addition to terms previously defined in the text, the following terms are used in this Plan: Leland Consulting Group (2o July 2009) Figure No. 1 te>[•-, * / ii r' . ':■ 4*;>#$*HHHtMMMl 'afev . \M ' ■ > ■■• vf4v# L-’' ' Vt ^ <<>-v - * .-,1'U $*£**$$ nw&* 8 1 *(§}".**1 l-70/Klp!ln9 Corridor* Urban Banewal Area 3i £\ | a .-. yl- «ahowlns aurvay bloeka Mls1 * * ' ■(•70/Kipling Corridor* Urban Ranswat Area • ahowlns aurvay bloeka -i.-rr-ja.T-.-^-in-r-.r-iAerr r--.:igr•?■■>.r.T*:-e*a.sx>.*r. \-:>:aT-''i”-«^S*-.-Ssti.'**!®.____ Leland Consulting Group (20 ;«iy 2009) Act - means the Urban Renewal Law of the State of Colorado, Part 1 of Article 25 of Tide 31, Colorado Revised Statutes, as amended. Area or Urban Renewal Area - means the 1-70 / Kipling Corridors Urban Renewal Area as depicted in Figure 1 and legally described in the Appendix. Authority - means the Wheat Ridge Urban Renewal Authority. Blight Study - means the 1-70/Kipling Corridors Conditions Survey, prepared by Matrix Design Group, submitted June 2009, incorporated herein by this reference. City - means the City of Wheat Ridge, a home-rule municipal corporation of the State of Colorado. City Council - means the City Council of the City of Wheat Ridge. City Tax or City Taxes - means, collectively, taxes imposed by the City on certain transactions. Comprehensive Plan - the City of Wheat Ridge Area Comprehensive Plan, Updated 2000 (the "Comprehensive Plan"). Cooperation Agreement - means any agreement between the Authority and City, one or more Metropolitan Districts, or any public body (the term "public body" being used in this Plan as defined by the Act) respecting action to be taken pursuant to any of the powers set forth in the Act or in any other provision of Colorado law, for die purpose of facilitating public undertakings deemed necessary or appropriate by the Authority under this Plan. Leland Consulting Group (2o July 2009) C.R.S. - means the Colorado Revised Statutes, as amended from time to time. Impact Report-means the 1-70 / Kipling Corridors, Jefferson County Impact Report prepared by Leland Consulting Group, dated July, 2009, attached hereto as Attachment 2 and incorporated herein by this reference. Improvement District - means a special district created to make improvements, typically to public space infrastructure, in a given area. Wheat Ridge Comprehensive Plan - means City of Wheat Ridge Area Comprehensive Plan, Updated 2000, as such plan has been or may be amended from time to time. Plan or Urban Renewal Plan-means this 1-70 / Kipling Corridors Urban Renewal Plan. Property Tax Increment Area - means that portion of the Area designated as a property tax increment area Redevelopment/ Development Agreement - means one or more agreements between the Authority and developer(s) and / or property owners or such other individuals or entities as may be determined by the Authority to be necessary or desirable to carry out the purposes of this Plan. Sales Tax - means the municipal sales tax imposed by the City on certain transactions. Sales Tax Increment Area - means any portion of the Area designated as a sales tax increment area. Leland Consulting Group (2o July 2009) Tax Increment Area - means a portion of the Area designated as a Property Tax and/ or Sales Tax Increment Area. 3.1 Purpose of the Plan The purpose of the 1-70/Kipling Corridors Urban Renezual Plan is to reduce, eliminate and prevent the spread of blight within the Area and to stimulate growth and investment within the Area boundaries. To accomplish this purpose, the Plan promotes local objectives with respect to appropriate land uses, private investment and public improvements, provided that the delineation of such objectives shall not be construed to require that any particular project necessarily promote all such objectives. Specifically, the Plan promotes an environment which allows for a range of uses and product types, as supported by the City of Wheat Ridge Area Comprehensive Plan, Updated 2000 and any subsequent updates, as well as any other relevant policy documents which leverage the community's investment in public improvement projects in the Area. While the principal goal of this urban renewal effort, as required by the Act, is to afford maximum opportunity consistent with the sound needs of the City of Wheat Ridge as a whole, and to develop and rehabilitate the Area by private enterprise; it is not intended to replace the efforts of area business development entities. 3.2 Public Participation The Plan has been made available to business and property owners located within and adjacent to the Plan boundaries, as well as Wheat Ridge residents at- large. All stakeholders and residents were also invited to participate in several Leland Consulting Group (20 July 2009) venues: workshops held between April and May 2009 designed to solicit input on the vision for the Area. In all, more than 100 individuals participated. In addition, City staff received written comments via e-mail and phone calls. Notification of the public hearing was provided to property owners and owners of business concerns at their last known address of record within the Area as required by the Act. Notice of the public hearing to consider the Plan was published in the Wheat Ridge Transcript. Presentations were also made at public meetings of the City Council and Planning Commission during the summer of 2009 to receive comments and input on the process and Plan documents. As required by the Act, a report outlining the potential impact of the Plan on Jefferson County was prepared and submitted along with the Plan document to the County Commissioners of Jefferson County not less than 30 days before consideration of its approval. 4.1 Qualifying Conditions Before an urban renewal plan can be adopted by the City, the area must be determined to be a "blighted area" as defined in Section 31-25-103(2) of the Act, which provides that, in its present condition and use, the presence of at least four of the following factors in the Area, substantially impairs or arrests the sound growth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or welfare: (a) Slum, deteriorated, or deteriorating structures; (b) Predominance of defective or inadequate street layout; (c) Faulty lot layout in relation to size, adequacy, accessibility, or usefulness; (d) Unsanitary or unsafe conditions; Leland Consulting Group (20 July 2009) (e) Deterioration of site or other improvements; (f) Unusual topography or inadequate public improvements or utilities; (g) Defective or unusual conditions of title rendering the title nonmarketable; (h) The existence of conditions that endanger life or property by fire or other causes; (i) Buildings that are unsafe or unhealthy for persons to live or work in because of building code violations, dilapidation, deterioration, defective design, physical construction, or faulty or inadequate facilities; (j) Environmental contamination of buildings or property; (k,5) The existence of health, safety, or welfare factors requiring high levels of municipal services or substantial physical underutilization or vacancy of sites, buildings, or other improvements; or (l) If there is no objection by the property owner or ozoners and the tenant or tenants of such oioner or owners, if any, to the inclusion of such property in an urban renezual area, "blighted area" also means an area that, in its present conditions and use and, by reason of the presences of any one of the factors specified in paragraphs (a) to (k,5) of Section 31-25-103(2), substantially impairs or arrests the sound grozoth of the municipality, retards the provision of housing accommodations, or constitutes an economic or social liability, and is a menace to the public health, safety, morals, or zoelfare. The Act also provides that, if private property is to be acquired by the Authority by eminent domain, at least five of the factors specified in Section 31-25-103(2)(a) to (2)(1) must be present. The general methodology for conducting the Blight Study is to: (i) define the Study Area; (ii) gather information about the Study Area, such as right-of-way and parcel boundaries, aerial photography, etc.; (iii) evaluate evidence of blight through field reconnaissance of the Study Area to document observed physical conditions of blight; and, (iv) collect data about blight factors that are not visually observable. Leland Consulting Group (20 July 2009) Among the 11 qualifying factors identified in the Act, the Blight Study identified the presence of the following ten blight factors in the Study Area: (a) Slum, Deteriorated and Deteriorating Structures (b) Predominance of Defective or Inadequate Sheet Layout (c) Faulty Lot Layout in Relation to Size, Adequacy, or Usefulness (d) Unsanitary or Unsafe Conditions (e) Deterioration of Site or Other Improvements (f) Unusual Topography or Inadequate Public Improvements or Utilities (h) Existence of conditions that endanger life or property by fire and other causes (i) Buildings that are Unsafe or Unhealthy for Persons to Live or Work (j) Environmental Contamination of Buildings or Properly (k.5) High Levels of Municipal Services or Underutilization or Vacancy of Sites, Buildings, or Other Improvements The condition, (g) of Section 31-25-103(2), defective or unusual conditions of title rendering the title non-marketable, was not investigated. 5.0 Relationship to Comprehensive Plan A general plan for the City, known as the City of Wheat Ridge Area Comprehensive Plan, was updated in 2000. The Authority, with the cooperation of the City, private enterprise and other public bodies, will undertake projects and activities described in this Plan in order to eliminate the conditions of blight identified herein while implementing the goals and objectives of the City of Wheat Ridge Area Comprehensive Plan, Updated 2000 and all subsequent updates. Specific elements of the City of Wheat Ridge Area Comprehensive Plan, Updated 2000 which this Plan advances, are presented in Appendix C of this Plan (and taken verbatim). References from other adopted and accepted documents Leland Consulting Group (2o July 2009) (Repositioning Wheat Ridge, Neighborhood Revitalization Strategy; and 'Wheat Ridge Northwest Sub-Area Plan) that speak to issues within the Urban Renewal Area are also provided. Pursuant to State Statutes, the 1-70/Kipling Corridors Urban Renewal Plan was reviewed by the Planning and Zoning Commission on August 6,2009 and a Resolution was passed indicating that the Plan was consistent with certain Goals, Policies and Strategies contained in the Wheat Ridge Area Comprehensive Plan, Updated 2000 and other City adopted and accepted plans, 6.1 Plan Objectives 6.2 General Description The vision for the Area as defined by stakeholders involved in the process is: Redevelopment of the Urban Renezoal Area represents a unique opportunity to create a series of destinations that are both region-serving and locally supportive. This Urban Renewal Plan, while not a regulating document, envisions quality materials; notable architecture; strong internal and external connections; and, host environments for public events and cultural venues. New uses and redevelopment of existing uses may be developed in mixed-use and multi use formats where feasible, and in an architectural style that is regionally-relevant. Whereas existing neighborhoods will be stabilized, nezo neighborhoods zoill be co-located with commercial, employment and institutional uses. Improvements in the physical realm zoill be consistent and communicate a unified identity and brand. Connections for vehicles, pedestrians, bicycles and other modes of transportation zoill be improved and strengthened in a manner that is regionally-relevant and in accordance with the Architectural and Site Design Manual. Leland Consulting Group (20 July 2009) 6.3 Development and Design Objectives All development in the Plan Area shall conform to the zoning and development codes of the Wheat Ridge Municipal Code, as well as any site-specific zoning regulations or policies which might impact properties in the Area, all as in effect and as may be amended from time to time. Codes and regulations present at the time of any project application and development will apply. No project within the Urban Renewal Area is vested to previous codes or regulations. While the Act authorizes the Authority to undertake zoning and planning activities to regulate land use, maximum densities, and building requirements in the Area, the City will regulate land use and building requirements. The primary development objective of this Urban Renewal Plan is strategic investment in the public realm that will leverage private sector projects. Potential land uses within the Urban Renewal Area include a range of commercial, employment (industrial and office), residential, institutional, lodging, civic, cultural and parking. Other, more general development objectives include flexibility given changing market conditions; adaptability to a range of uses and product types; and, consistency in building material and development quality. Specific project goals and objectives identified by the stakeholders, in collaboration with impacted property owners, that investment within the Urban Renewal Area should aspire to, include the following: 1. Eliminate and prevent blight 2. Implement elements of the City of Wheat Ridge Comprehensive Plan, Update 2000 related to urban renewal and the vision of this Plan 3. Ensure orderly growth throughout the community 4. Stimulate development of under-utilized land in the Urban Renewal Area Leland Consulting Group (2o July 2009) 5. Increase property values and strengthen the City's economic base 6. Participate in the long-term economic vitality of the City through quality (re) development 7. Enhance Wheat Ridge's identity 8. Preserve existing neighborhoods 9. Expand the City's commercial activities 10. Maintain a fiscally-prudent base of industrial uses 11. Encourage growth in primary jobs 12. Promote Wheat Ridge's cultural heritage 13. Reduce sub-standard uses 14. Support stronger code enforcement Land Use 15. Improve relationships between uses in the Urban Renewal Area and surrounding areas 16. Provide uses supportive of and complementary to planned improvements 17. Promote a variety of housing product types to address multiple segments of the populous 18. Advance cultural art programs and capital investments 19. Unify uses and plan components (signage, street furniture, landscaping) 20. Support preservation of historic structures 21. Expand service facilities (police, fire, library, recreation and / or senior) Economic Development 22. Encourage the continued presence of existing viable businesses 23. Attract regional and national businesses Leland Consulting Group (20 July 2009) Financial 24. Provide a range of financing mechanisms for private property (re) investment 25. Encourage public-private partnerships 26. Promote economic incentives in order to attract (re) investment Political 27. Facilitate cooperation among government agencies (taxing entities) Architecture 28. Promote "green" development (environmentally sensitive) 29. Raise the quality of building standards in the Urban Renewal Area 30. Encourage higher design standards Physical 31. Improve the public realm 32. Increase the capacity and quality of infrastructure in the Urban Renewal Area 33. Develop and enhance community gateways 34. Maintain / develop public gathering spaces (soft and hard) 35. Preserve the area's natural (and man-made) resources 36. Grow the City's multi-modal options (bike routes, trails, pedestrian access, transit) Leland Consulting Group (20 July 2009) 6.4 Public Investment Objectives Existing conditions present within the Area will be remedied by the proposed Plan, but will first need to be identified as a priority public investment item by the Authority, in consultation with the stakeholders. As it is the intent of this Plan that improvements will only be partially funded by tax increment revenues, creation of special districts and/ or other financing districts to serve as supplemental funding sources willnot only be considered, but encouraged. Experience has proven that a critical component to the success of any urban renewal effort is participation by both the public and private sectors. This said, leveraging of resources will be key as no one entity, either public or private, has sufficient resources alone to sustain a long-term improvement effort. 7.1 Authorized Urban Renewal Undertakings and Activities The Act allows for a wide range of activities to be used in the implementation of an urban renewal plan. In the case of this Plan, it is the Authority's intent to provide incentives to stimulate private investment in cooperation with property owners and other affected parties in order to accomplish its objectives. Public- private partnerships and other forms of cooperative development will be key to the Authority's strategy for preventing the spread of blight and eliminating existing blight conditions. Reliance on powers such as eminent domain will only be considered as a final option, as determined by the City Council, to achieve the objectives of this Plan. 7.2 Public Improvements and Facilities The Authority may undertake certain actions to make the Area more attractive for private investment. The Authority may, or cause others to, install, construct, and reconstruct any public improvements. Additionally, the Authority may, or Leland Consulting Group (io July ioos) cause others to, demolish and clear buildings and existing improvements for the purpose of promoting the objectives of the Plan and the Act. Finally, the Authority may, or may cause others to, install, construct and reconstruct any other authorized improvements in the Area, including, without limitation, other authorized undertakings or improvements for the purpose of promoting the objectives of this Plan and the Act Public projects are intended to stimulate (directly and indirectly) private sector investment in and around the Area. The combination of public and private investment will assist in the investment and reinvestment of the Area with a greater intensity and quality of viable commercial, employment, residential and mixed-use sub-areas supported by multiple forms of transportation and public spaces contributing to the overall economic well-being of the community. As described in Section 4.0 of this Plan, ten qualifying conditions of blight, as defined in Section 31-25-103(2) of the Act, are evident in the Area. This Plan proposes addressing each of these conditions through potential completion of the following public improvements and facilities: (a) Slum, Deteriorated and Deteriorating Structures: building improvements including facades, fencing, roof repairs; and, graffiti clean-up; (b) Predominance of Defective or Inadequate Street Layout: completion of incomplete streets and sidewalks; increased road and intersection capacity; roadway repairs; and, stronger connections; (c) Faulty Lot Layout in Relation to Size, Adequacy, Accessibility, or Usefulness: (see Predominance of Defective or Inadequate Street Layout); and, assemblage of small, narrow and awkwardly shaped parcels; (d) Unsanitary or Unsafe Conditions: pedestrian improvements; ADA improvements; lighting; bike paths; deferred maintenance items Leland Consulting Group (20 July 2009) including cracked and budded sidewalks; and, roadway improvements designed to arrest congestion; (e) Deterioration of Site or Other Improvements: improvements to parking surfaces; curbs and gutters; and, signs and advertisements; (f) Unusual Topography or Inadequate Public Improvements or Utilities: undergrounding of overhead utilities; increasing infrastructure capacity where necessary; and, completion of curbs, gutters and sidewalks; (h) Existence of Conditions that Endanger Life or Property by Fire and Other Causes: sprinklering of commercial buildings; and, improved access for emergency vehicles; (i) Buildings That Are Unsafe or Unhealthy for Persons to Live or Work: demolition of substandard structures; 0 Environmental Contamination of Buildings or Property: assistance with site and building environmental clean-up; (k.5) Existence of Factors Requiring High Levels of Municipal Services or Substantial Physical Underutilization or Vacancy of Sites, Buildings or Other Improvements: stronger code enforcement; site assemblage; site prep; and, assistance with post-development leasing strategies. 7.3 Other Improvements and Facilities There could be other non-public improvements in the Area that may be required to accommodate development and redevelopment. The Authority may assist in the financing or construction of these improvements. 7.4 Development Opportunities — Catalyst Projects A key concept associated with implementation of the Plan is targeted investment that will serve to catalyze development throughout the Area and fund future Leland Consulting Group (2o July 2009) public improvements. The aggregate impact of potential investment within the Area is reflected in the Impact Report in Attachment 2. 7.5 Development Standards All development in the Area shall conform to applicable rules, regulations, policies and other requirements and standards of the City and any other governmental entity which has jurisdiction over all or any portion of the Area. In conformance with the Act and the Plan, the Authority may adopt design standards and other requirements applicable to projects undertaken by the Authority in the Area. Unless otherwise approved by City Council, any such standards and requirements adopted by the Authority shall be consistent with all other City zoning and development policies and regulations. 7.6 Variations in the Plan The Authority may propose, and the City Council may make, such modifications to this Urban Renewal Plan as may be necessary provided they are consistent with the City of Wheat Ridge Comprehensive Plan, Updated 2000 and any subsequent updates, as well as the Act, or such amendments made in accordance with this Plan and as otherwise contemplated by this Plan, The Authority may, in specific cases, allow non-substantive variations from the provisions of this Plan if it determines that a literal enforcement of the provision would constitute an unreasonable limitation beyond the intent and purpose stated herein. Leland Consulting Group (2o July 2009) 7.7 Urban Renewal Plan Review Process The review process for the Plan is intended to provide a mechanism to allow those parties responsible for implementing key projects to periodically evaluate its effectiveness and make adjustments to ensure efficiency in implementing the recommended activities. The following steps are intended to serve as a guide for future Plan review: (a) The Authority may propose modifications (including expansion of the Plan boundaries), and the City Council may make such modifications as may be necessary provided they are consistent with the City of Wheat Ridge Comprehensive Plan, Updated 2000 and any subsequent updates, as well as the Act. (b) Modifications may be developed from suggestions by the Authority, property and business owners, and City staff operating in support of the Authority and advancement of this Plan. (c) A series of joint workshops may be held by and between the Authority and property and business owners to direct and review the development of Plan modifications. 7.8 Project Financing and Creation of Tax Increment Areas While projects within the Area are planned to be primarily privately financed, it is the intent of tire City Council in approving this Urban Renewal Plan to authorize the use of tax increment financing by the Authority to assist with the development of these projects. Urban renewal authorities in Colorado are authorized by statute (C.R.S 31-25-105) to borrow money and accept advances, Leland Consulting Group (io July 2009) loans, grants and contributions from public or private sources, and to issue bonds to finance their activities or operations. In practice, an accepted method for financing urban renewal projects is to utilize incremental property tax and / or municipal sales tax revenues attributable to redevelopment in the project area to pay the principal of, the interest on, and any premiums due in connection with the bonds of, loans or advances to, or indebtedness incurred by the Authority. The boundaries of the Urban Renewal Area shall be as set forth in Appendix A. As more fully set forth herein this Section 7.7, it is the intent of City Council in approving this Plan to authorize the use of tax increment financing by the Authority as part of its efforts to undertake and advance the Plan. 7.9 Property Acquisition and Land Assemblage The Authority may acquire property by negotiation or any other method authorized by the Act, except that any proposal to acquire property under the power of eminent domain must be approved by the City Council in accordance with the Act. The Authority may temporarily operate, manage and maintain property in the Area with the consent of the owner of the property. Such property shall be under the management and control of the Authority and may be rented or leased pending its disposition for redevelopment. 7.10 Relocation Assistance It is not anticipated that acquisition of real property by the Authority will result in the relocation of any individuals, families, or business concerns. However, if such relocation becomes necessary, the Authority will adopt a relocation plan in conformance with the Act. Leland Consulting Group (2o July 2009) 7.11 Demolition, Clearance, Environmental Remediation, and Site Prep In carrying out this Plan, it is anticipated that the Authority may, on a case-by case basis, elect to demolish and clear buildings, structures and other improvements. Additionally, development activities consistent with this Plan, including but not limited to Development or Cooperation Agreements, may require such demolition and clearance to eliminate unhealthy, unsanitary, and unsafe conditions, eliminate obsolete and other uses detrimental to the public welfare, and otherwise remove and prevent the spread of deterioration. With respect to property acquired by the Authority, it may demolish and clear, or contract to demolish and dear, those buildings, structures and other improvements pursuant to this Plan, if in the judgment of the Authority, such buildings, structures and other improvements cannot be rehabilitated in accordance with this Plan. The Authority may also undertake such additional site preparation activities as it deems necessary to facilitate the disposition and development of such property. 7.12 PropertyDisposition The Authority may acquire, sell, lease, or otherwise transfer real property or any interest in real property subject to covenants, conditions and restrictions, including architectural and design controls, time restrictions on development, and building requirements, as it deems necessary to develop such property. Real property or interests in real property may be sold, leased or otherwise transferred for use in accordance with the Act and this Plan. All property and interest in real estate acquired by the Authority in the Area that is not dedicated or transferred to public entities, shall be sold or otherwise disposed of for redevelopment in accordance with the provision of this Plan and the Act. Leland Consulting Group (20 July 2009) 7.13 Redevelopment and Rehabilitation Actions Redevelopment and rehabilitation actions within the Area may include such undertakings and activities as are in accordance with this Plan and the Act, including without limitation: demolition and removal of buildings and improvements as set forth herein; installation, construction and reconstruction of public improvements; elimination of unhealthful, unsanitary or unsafe conditions; elimination of obsolete or other uses detrimental to the public welfare; prevention of the spread of deterioration; and, provision of land for needed public facilities. The Authority may enter into Cooperation Agreements and Redevelopment/Development Agreements to provide assistance or undertake al] other actions authorized by the Act or other applicable law to redevelop and rehabilitate the Area. 7.14 Redevelopment/Development Agreements The Authority is authorized to enter into Redevelopment/Development Agreements or other contracts with developer(s) or property owners or such other individuals or entities as are determined by the Authority to be necessary or desirable to carry out the purposes of this Plan. Such Redevelopment/ Development Agreements, or other contracts, may contain terms and provisions as shall be deemed necessary or appropriate by the Authority for the purpose of undertaking tire activities contemplated by this Plan and the Act, and may further provide for such undertakings by the Authority, including financial assistance, as may be necessary for the achievement of the objectives of this Plan or as may otherwise be authorized by the Act. These Agreements will be separate from this Plan, yet in support of its goals and objectives. Existing agreements between the City and private parties that are consistent with this Plan are intended to remain in full force and effect. Leland Consulting Group (id July 2009) 7.15 Cooperation Agreements For the purpose of this Plan, the Authority may enter into one or more Cooperation Agreements pursuant to the Act. The City and the Authority recognize the need to cooperate in the implementation of this Plan and, as such, Cooperation Agreements may include, without limitation, agreements regarding the planning or implementation of this Plan and its projects, as well as programs, public works operations, or activities which the Authority, the City or such other public body is otherwise empowered to undertake and including without limitation, agreements respecting the financing, installation, construction and reconstruction of public improvements, utility line relocation, storm water detention, environmental remediation, landscaping and/ or other eligible improvements. This paragraph shall not be construed to require any particular form of cooperation. 8.1 Project Financing 8.2 Public Investment Objective It is the intent of the Plan that the public sector will play a significant role in urban renewal efforts as a strategic partner. Typical infrastructure investments the public would anticipate making include, but are not limited to: unifying streetscape elements (but for specific modifications made on private property); improving access and circulation; improving streets and parks; providing for infrastructure improvements; completing utilities; and, creating special districts or other financing mechanisms. Leland Consulting Group (20 July 2009) 8.3 Authorization The Authority may finance undertakings pursuant to this Plan by any method authorized under the Act or any other applicable law, including without limitation: issuance of notes, bonds and other obligations in an amount sufficient to finance all or part of this Plan; borrowing of funds and creation of indebtedness; advancement of reimbursement agreements; and / or utilization of the following: federal or state loans or grants; interest income; annual appropriation agreements; agreements with public or private entities; and loans, advances and grants from any other available sources. The principal, interest, costs and fees on any indebtedness are to be paid for with any lawfully available funds of the Authority. Debt may include bonds, refunding bonds, notes, interim certificates or receipts, temporary bonds, certificates of indebtedness, or any other obligation lawfully created. 8.4 Project Revenues 8.4.1 Tax Increment Financing The Plan contemplates that a primary method of financing projects within the Area will be through the use of property tax and City Sales Tax increments. The Authority shall be authorized to pledge all or any portion of such property tax and City Sales Tax increment revenues for financing public infrastructure that benefits the Area pursuant to one or more Cooperation Agreements. Leland Consulting Group (20 July 2009) 8.4.2 Distribution of Tax Revenues As specified in any amendment to this Plan which creates a new Tax Increment Area as set forth herein, property taxes and/or City Taxes levied after the effective date of the approval of such amendment shall be divided for a period commencing on the date of City Council approval of such amendment and continuing for a period not-to-exceed twenty-five years in accordance with Section 31-25-107(9) of the Act and the terms of any applicable Cooperation Agreement. 8.5 Other Financing Mechanisms / Structures The Plan is designed to provide for the use of tax increment financing as one tool to facilitate investment and reinvestment within the Area. However, in addition to tax increment financing, the Authority shall be authorized to finance implementation of the Plan by any method authorized by the Act. The Authority is committed to making a variety of strategies and mechanisms available which are financial, physical, market and organizational in nature. It is the intent of this Plan to use the tools either independently or in various combinations. Given the obstacles associated with development, the Authority recognizes that it is imperative that solutions and resources be put in place which are comprehensive, flexible and creative. 9.0 Severability If any portion of this Plan is held to be invalid or unenforceable, such invalidity will not affect the remaining portions of the Plan. Leland Consulting Group (20 July 2009) 1-70 /Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado Appendix A Urban Renewal Area Legal Description Leland Consulting Group (20 July 2009) INTERSTATE 70 / KIPLING STUDY AREA BOUNDARY DESCRIPTION A PARCEL OF LAND LOCATED IN SECTION 15, 16, 17, 19, 20, 21, 22, 28, AND 30, TOWNSHIP 3 SOUTH, RANGE 68 WEST OF THE 6th PRINCIPAL MERIDIAN, CITY OF WHEAT RIDGE, COUNTY OF JEFFERSON, STATE OF COLORADO, MORE PARTICULARLY DESCRIBED AS FOLLOWS: NOTE: ALL PARCEL NUMBERS CITED IN THIS DESCRIPTION ARE JEFFERSON COUNTY ASSESSOR PARCEL NUMBERS. BEGINNING AT THE NORTHEAST CORNER OF FOOTHILLS ACADEMY SUBDIVISION, BEING THE SOUTHWEST CORNER OF THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 AND THE WESTERLY RIGHT OF WAY LINE OF MILLER STREET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT OF WAY LINE OF MILLER STREET TO THE WESTERLY EXTENSION OF THE SOUTHERLY LINE OF PARCEL ID NO. 39-211-00-005; THENCE EASTERLY ALONG SAID SOUTHERLY LINE AND ITS WESTERLY EXTENSION TO THE SOUTHWESTERLY LINE OF INTERSTATE 70 FRONTAGE ROAD DESCRIBED IN RECEPTION NO. 84016260; THENCE SOUTHEASTERLY ALONG SAID SOUTHWESTERLY RIGHT OF WAY LINE TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-211-00-009; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL ID NO. 39-211-00-009 AND PARCELS ID NO. 39-211-01-001, 39-211-01-002, 39-211-00-013 AND 39-211-00-015 TO THE SOUTHWEST CORNER OF SAID PARCEL ID 39-211-00-015; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID 39-211-00-015 TO THE NORTHWEST CORNER OF BANDJMERE MINOR SUBDIVISION; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID BANDIMERE SUBDIVISION TO THE MOST SOUTHERLY POINT OF BANDIMERE MINOR SUBDIVISION ON THE NORTHERLY LINE OF PARCEL ID NO. 39-211-00-017; THENCE SOUTHWESTERLY ALONG SAID NORTHERLY LINE OF PARCEL ID NO. 39-211-00-017 TO THE EASTERLY RIGHT OF WAY LINE OF LEE STREET; THENCE SOUTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE OF LEE STREET TO THE NORTHERLY RIGHT OF WAY LINE OF WEST 44th AVENUE; THENCE WESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF WEST 44th AVENUE TO THE POINT OF INTERSECTION OF THE NORTHERLY EXTENSION OF THE EASTERLY LINE OF NEWGATE IN WHEAT RIDGE SUBDIVISION; THENCE SOUTHERLY AND SOUTHWESTERLY ALONG THE EASTERLY AND SOUTHEASTERLY LINE OF SAID NEWGATE IN WHEAT RIDGE SUBDIVISION TO A POINT OF INTERSECTION WITH THE MOST WESTERLY CORNER OF PARCEL ID NO. 39-214-00-001; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-214-00-001 TO THE SOUTHEAST CORNER THEREOF ON THE WESTERLY LINE OF KIPLING VENTURES SUBDIVISION; THENCE SOUTHERLY ALONG SAID WESTERLY LINE TO THE SOUTHWEST CORNER OF SAID KIPLING VENTURES SUBDIVISION; THENCE EASTERLY AND SOUTHEASTERLY ALONG THE SOUTHERLY LINE OF SAID KIPLING VENTURES SUBDIVISION TO THE INTERSECTION WITH THE NORTHERLY RIGHT OF WAY LINE OF KIPLING STREET AS DESCRIBED IN BOOK2148 AT PAGE 663; Leland Consulting Group (20 July 2009) THENCE WESTERLY, SOUTHERLY AND EASTERLY ALONG THE NORTHERLY, WESTERLY AND SOUTHERLY LINE OF SAID PARCEL IN BOOK 2148 AT PAGE 663 TO THE WESTERLY RIGHT OF WAY LINE OF KIPLING STREET; THENCE SOUTHERLY ALONG THE WESTERLY RIGHT OF WAY LINE OF KIPLING STREET TO THE NORTHEAST CORNER OF PARCEL ID NO. 39-214-00-014; THENCE WESTERLY AND SOUTHERLY ALONG THE NORTHERLY AND WESTERLY LINE OF SAID PARCEL ID NO. 39-214-00-014 TO THE SOUTHWEST CORNER THEREOF, BEING A POINT ON THE NORTHERLY LINE OF GREEN VALLEY SUBDIVISION; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID GREEN VALLEY SUBDIVISION TO THE NORTHEAST CORNER OF LOT 2 OF SAID SUBDIVISION; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID LOT 2 TO THE SOUTHEAST CORNER THEREOF ON THE NORTHERLY RIGHT OF WAY LINE OF WEST 41st AVENUE; THENCE WESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF 41st AVENUE TO THE NORTHERLY EXTENSION OF THE EASTERLY LINE OF THE WEST 15 FEET OF LOT 23, GREEN VALLEY SUBDIVISION; THENCE SOUTHERLY ALONG SAID EASTERLY LINE AND ITS NORTHERLY EXTENSION TO A POINT ON THE SOUTHERLY LINE OF SAID GREEN VALLEY SUBDIVISION; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF GREEN VALLEY SUBDIVISION TO THE NORTHWEST CORNER OF PARCEL ID 39-214-99-001, BEING ALSO THE NORTHEAST CORNER OF CAMBRIDGE PARK & AMENDED; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL ID NO. 39-214-99-001 AND THE EASTERLY LINE OF CAMBRIDGE PARK & AMENDED TO THE MOST NORTHERLY CORNER OF PARCEL ID NO. 39-214-00-044; THENCE SOUTHWESTERLY AND SOUTHERLY ALONG THE NORTHWESTERLY AND WESTERLY LINE AND THE SOUTHERLY EXTENSION OF SAID WESTERLY LINE OF PARCEL ID NO. 39-214-00- 044 TO THE SOUTHERLY RIGHT OF WAY LINE WEST 38™ AVENUE AND THE NORTHERLY LINE OF ORTON HEIGHTS SUBDIVISION; THENCE EASTERLY AND SOUTHERLY ALONG THE NORTHERLY AND EASTERLY LINE OF ORTON HEIGHTS SUBDIVISION TO THE SOUTHWEST CORNER OF KING STREET DESCRIBED IN BOOK 1579 AT PAGE 296; THENCE EASTERLY AND SOUTHERLY ALONG THE SOUTHERLY AND WESTERLY RIGHT OF WAY LINE OF KING STREET TO THE NORTHERLY RIGHT OF WAY LINE OF WEST 35th AVENUE; THENCE EASTERLY ALONG THE SAID NORTHERLY RIGHT OF WAY LINE TO THE WESTERLY RIGHT OF WAY LINE OF KIPLING STREET; THENCE SOUTHERLY ALONG SAID WESTERLY RIGHT OF WAY LINE OF KIPLING STREET TO THE NORTHEAST CORNER OF PARAMOUNT HEIGHTS PART FIVE, BEING THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY LINE OF WEST 27™ AVENUE AND THE WESTERLY RIGHT OF WAY LINE OF KIPLING STREET; THENCE WESTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF WEST 27™ AVENUE TO THE NORTH LINE OF BLOCK 5, PARAMOUNT HEIGHTS PART FIVE, BEING THE NORTHEAST CORNER OF PARCEL ID NO. 39-284-21-001; Leland Consulting Group (20 July 2009) THENCE WESTERLY ALONG SAID NORTHERLY LINE OF PARCEL ID NO. 39-284-21-001 TO THE EASTERLY RIGHT OF WAY LINE OF PARAMOUNT PARKWAY; THENCE SOUTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF PARAMOUNT PARKWAY TO WHEAT RIDGE CITY LIMITS IN WEST 26th AVENUE; THENCE EASTERLY ALONG SAID WHEAT RIDGE CITY LIMITS TO THE CITY LIMITS ALONG THE EASTERLY RIGHT OF WAY LINE OF KIPLING STREET; THENCE NORTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF KIPLING STREET TO THE INTERSECTION OF THE EASTERLY RIGHT OF WAY LINE OF KIPLING STREET AND THE NORTHERLY RIGHT OF WAY LINE OF WEST 35th AVENUE, SAID POINT ALSO BEING THE SOUTHWEST CORNER OF PARCEL ID NO. 39-272-99-003; THENCE EASTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF WEST 35th AVENUE AND THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-272-99-003 TO THE WESTERLY RIGHT OF WAY LINE OF JOHNSON STREET; THENCE NORTHERLY ALONG SAID WESTERLY RIGHT OF WAY LINE OF JOHNSON STREET TO THE SOUTHERLY RIGHT OF WAY LINE OF WEST 38th AVENUE; THENCE NORTHERLY TO THE SOUTHEAST CORNER OF PARCEL ID NO. 39-223-00-025 ON THE NORTHERLY RIGHT OF WAY LINE OF WEST 38th AVENUE; THENCE NORTHERLY ALONG THE WESTERLY LINE OF PARCELS ID NO. 39-223-00-026 AND 39- 223-99-002 TO THE NORTHWEST CORNER OF SAID LAST PARCEL ON THE NORTHERLY RIGHT OF WAY LINE OF WEST 39th AVENUE; THENCE WESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF WEST 39th AVENUE TO THE EASTERLY RIGHT OF WAY LINE OF KIPLING STREET AND BEING THE SOUTHWEST CORNER OF PARCEL ID NO. 39-223-00-021; THENCE NORTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF KIPLING STREET TO THE SOUTHWEST CORNER OF JANET D. MINOR SUBDIVISION FILING NO. 2; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID JANET D. SUBDIVISION FILING NO. 2 TO THE SOUTHEAST CORNER THEREOF; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID JANET D. SUBDIVISION FILING NO. 2 TO THE SOUTHWEST CORNER OF PARCEL ID NO. 39-223-00-008; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-223-00-008 AND ITS EASTERLY EXTENSION TO THE EASTERLY RIGHT OF WAY LINE OF JELLISON STREET; THENCE NORTHERLY ALONG SAID EASTERLY RIGHT OF WAY LINE OF JELLISON STREETTO THE SOUTHWEST CORNER OF PARCEL ID NO. 39-222-00-026; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF PARCELS ID NO. 39-223-00-026 AND 39-223- 00-025 TO THE SOUTHEAST CORNER OF LAST SAID PARCEL; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL ID NO. 39-222-00-025 TO THE SOUTHWEST CORNER OF PARCEL ID NO, 39-222-00-024; Leland Consulting Group (20 July 2009) THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-222-00-024 TO THE SOUTHEAST CORNER THEREOF; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL ID NO. 39-222-00-024 TO THE SOUTHWEST CORNER OF PARCEL ID NO. 39-222-11-001; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-222-11-001 AND ALONG THE SOUTHERLY LINE OF PARCEL ID NO. 39-222-11-002 TO A POINT ON THE WESTERLY RIGHT OF WAY LINE OF IRIS STREET; THENCE EASTERLY TO SOUTHWEST CORNER OF PARCEL ID NO. 39-222-00-023 ON THE EASTERLY RIGHT OF WAY LINE OF IRIS STREET; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF PARCELS ID NO. 39-222-00-023 AND 39-222- 00-044 TO THE SOUTHEAST CORNER OF LAST SAID PARCEL; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL ID NO. 39-222-00-044 AND ITS NORTHERLY EXTENSION TO THE NORTHERLY RIGHT OF WAY LINE OF WEST 44th AVENUE; THENCE WESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF WEST 44th AVENUE TO THE WESTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET; THENCE NORTHERLY ALONG THE WESTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET TO THE SOUTHEAST CORNER OF PARCEL ID NO. 39-222-09-008; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-222-09-008 TO THE SOUTHWEST CORNER THEREOF; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID PARCELS ID NO. 39-222-09-008, 39- 222-09-024 AND 39-222-09-009 TO THE NORTHWEST CORNER OF LAST SAID PARCEL; THENCE EASTERLY ALONG THE NORTHERLY LINE OF PARCEL ID NO. 39-222-09-009 TO THE SOUTHWEST CORNER OF PARCEL ID NO. 39-222-09-010; THENCE NORTHERLY ALONG THE WESTERLY LINE OF PARCELS IN NO. 39-222-09-010, 39-222-09- 011, AND 39-222-09-012 TO THE NORTHWEST CORNER OF SAID LAST PARCEL, BEING A POINT ON THE SOUTHERLY LINE OF PARCEL ID NO. 39-222-00-012; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-222-00-012 TO THE SOUTHWEST CORNER THEREOF; THENCE NORTHERLY AND EASTERLY ALONG THE WESTERLY AND NORTHERLY LINE OF SAID PARCEL ID NO. 39-222-00-012 TO THE NORTHWEST CORNER THEREOF ON THE WESTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET; THENCE NORTHERLY ALONG SAID WESTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET TO A POINT ON THE SOUTHERLY LINE OF PARCEL ID NO. 39-222-00-011; THENCEWESTERLY ALONG THE SOUTHERLY LINE OF PARCELS 39-222-00-011, 39-222-00-010 AND 39-222-00-009 TO THE SOUTHWEST CORNER OF SAID LAST PARCEL; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAiD PARCEL ID NO. 39-222-00-009 TO THE NORTHWEST CORNER THEREOF; THENCE EASTERLY ALONG THE NORTHERLY LINE OF SAID PARCELS ID NO. 39-222-00-009, 39- 222-00-010 AND 39-222-00-011 TO THE WESTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET; Leland Consulting Group (2o July 2009) THENCE NORTHERLY ALONG THE WESTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET TO THE SOUTHEAST CORNER OF DAVIS MINOR SUBDIVISION; THENCE EASTERLY ALONG THE EASTERLY EXTENSION OF THE SOUTHERLY LINE OF SAID DAVIS MINOR SUBDIVISION TO THE EASTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET; THENCE NORTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET TO THE MOST NORTHERLY CORNER OF ADP SUBDIVISION ON THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70; THENCE SOUTHEASTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE EASTERLY RIGHT OF WAY LINE OF HOLLAND STREET; THENCE EASTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE EASTERLY RIGHT OF WAY LINE OF GARRISON STREET; THENCE NORTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF GARRISON STREET EXTENDED NORTHERLY TO THE NORTHERLY RIGHT OF WAY LINE OF WEST 49th AVENUE; THENCE WESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF WEST 49th AVENUE TO THE EASTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET; THENCE NORTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET TO THE SOUTHERLY RIGHT OF WAY LINE OF WEST 50th AVENUE, BEING THE SOUTHERLY LINE OF PARCEL ID NO. 39-153-00-014; THENCE SOUTHWESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-153-00-014 TO THE SOUTHWEST CORNER THEREOF; THENCE NORTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL ID NO. 39-153-00-014 TO THE NORTHWEST CORNER THEREOF; THENCE NORTHEASTERLY ALONG THE NORTHERLY LINE OF SAID PARCEL ID NO. 39-153-00-014 TO A POINT ON WHEAT RIDGE CITY LIMITS ON THE EASTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET; THENCE NORTHERLY ALONG SAID WHEAT RIDGE CITY LIMITS ON THE EASTERLY RIGHT OF WAY LINE OF INDEPENDENCE STREET TO THE WHEAT RIDGE CITY LIMITS IN WEST 51st PLACE; THENCE WESTERLY ALONG SAID WHEAT RiDGE CITY LIMITS IN WEST 51st PLACE TO THE WESTERLY RIGHT OF WAY LINE OF KIPLING STREET; THENCE SOUTHERLY ALONG SAID WHEAT RIDGE CITY LIMITS AND THE WESTERLY RIGHT OF WAY LINE OF KIPLING STREET TO THE NORTHERLY RIGHT OF WAY LINE OF WEST 50th AVENUE; THENCE SOUTHWESTERLY ALONG SAID WHEAT RiDGE CITY LIMITS AND THE NORTHERLY RIGHT OF WAY LINE OF WEST 50th AVENUE TO THE EASTERLY RIGHT OF WAY LINE OF MILLER STREET; THENCE NORTHERLY ALONG SAID WHEAT RIDGE CITY LIMITS AND THE EASTERLY RIGHT OF WAY LINE OF MILLER STREET TO THE SOUTHERLY RIGHT OF WAY LINE OF THE COLORADO AND SOUTHERN RAILROAD; THENCE SOUTHWESTERLY ALONG THE SOUTHERLY LINE OF SAID RAILROAD RIGHT OF WAY LINE TO THE NORTHEAST CORNER OF PARCEL ID NO. 39-164-00-002; Leland Consulting Group (io July 2009) THENCE NORTHERLY TO THE SOUTHEAST CORNER OF PARCEL ID NO. 39-164-00-003 ON THE NORTHERLY RIGHT OF WAY LINE OF RIDGE ROAD; THENCE SOUTHWESTERLY, DEPARTING SAID WHEAT RIDGE CITY LIMITS, ALONG THE NORTHERLY RIGHT OF WAY LINE OF RIDGE ROAD AND THE SOUTHERLY LINE OF PARCEL ID NO. 39-161-00-003 TO THE SOUTHEAST CORNER OF PARCEL ID NO. 39-161-00-007; THENCE NORTHERLY, WESTERLY AND SOUTHERLY ALONG THE EASTERLY, NORTHERLY AND WESTERLY LINE OF SAID PARCEL 39-164-00-007 TO THE SOUTHWEST CORNER THEREOF ON THE NORTHERLY RIGHT OF WAY LINE OF RIDGE ROAD; THENCE SOUTHWESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF RIDGE ROAD TO THE EASTERLY LINE OF PARCEL ID NO. 39-163-00-002; THENCE SOUTHERLY ALONG SAID EASTERLY LINE OF PARCEL ID NO. 39-163-00-002 TO THE SOUTHEAST CORNER THEREOF, SAID POINT BEING ON THE NORTHERLY RIGHT OF WAY LINE OF RIDGE ROAD; THENCE SOUTHWESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF RIDGE ROAD TO WHEAT RIDGE CITY LIMITS AND THE WESTERLY RIGHT OF WAY LINE OF QUAIL STREET; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS TO THE NORTHEAST CORNER OF PARCEL ID NO. 39-163-00-025; THENCE CONTINUE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE EASTERLY LINE OF SAID PARCEL ID NO. 39-163-00-025 TO THE SOUTHEAST CORNER THEREOF ON THE NORTHERLY RIGHT OFWAY LINE OF WEST 50th AVENUE; THENCE WESTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-163-00-025 TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE NORTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID PARCEL ID NO. 39-163-00-025 TO THE NORTHWEST CORNER OF SAID PARCEL; THENCE CONTINUE NORTHERLY ALONG SAID WHEAT RIDGE CITY LIMITS TO THE NORTHERLY RIGHT OF WAY LINE OF WEST 51st PLACE, BEING THE SOUTHEAST CORNER OF PARCEL ID NO. 39-174-01-006; THENCE SOUTHWESTERLY ALONG SAID NORTHERLY RIGHT OF WAY OF WEST 51st AVENUE TO THE SOUTHEAST CORNER OF LOT 8, HANCE'S SUBDIVISION AND THE WESTERLY RIGHT OF WAY LINE OF TABOR STREET; THENCE NORTHERLY ALONG THE WESTERLY RIGHT OF WAY LINE OF TABOR STREET AND ITS NORTHERLY EXTENSION TO WHEAT RIDGE CITY LIMITS WITHIN WEST 52nd AVENUE; THENCE WESTERLY ALONG WHEAT RIDGE CITY LIMITS IN WEST 52nd AVENUE TO AN ANGLE POINT IN WHEAT RIDGE CITY LIMITS IN THE INTERSECTION OF WEST 52nd AVENUE AND WARD ROAD; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND ITS SOUTHERLY EXTENSION IN WARD ROAD TO THE NORTHEASTERLY EXTENSION OF THE SOUTHERLY LINE OF LOT 2, KAISER PERMANENTE SUBDIVISION FILING NO. 3 - CORRECTION PLAT; THENCE SOUTHWESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 2 AND IT’S NORTHEASTERLY EXTENSION TO A POINT ON WHEAT RIDGE CITY LIMITS AND THE NORTHWEST CORNER OF PARCEL ID NO. 39-202-00-004; Leland Consulting Group (20 July 2009) THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF PARCELS ID NO. 39-202-00-004, 39-202-00-003 AND 39-202-00-007 TO THE SOUTHWEST CORNER OF LAST SAID PARCEL ON THE NORTHERLY RIGHT OF WAY LINE OF INTERSTATE 70; THENCE SOUTHWESTERLY ALONG WHEAT RIDGE CITY LIMITS. AND THE NORTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 AND THE SOUTHERLY LINE OF PARCELS ID NO, 39-202-00-001 AND 39-202-00-036 TO THE SOUTHWEST CORNER OF LAST SAID PARCEL, ALSO BEING THE NORTHWEST CORNER OF THE STATE HIGHWAY PARCEL DESCRIBED IN BOOK 1876 AT PAGE 165; THENCE SOUTHERLY AND SOUTHWESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF INTESTATE 70 THE FOLLOWING FOUR (4) COURSES: 1. THENCE SOUTHERLY ALONG THE WESTERLY LINE OF STATE HIGHWAY PARCELS DESCRIBED IN BOOK 1876 AT PAGE 165 AND BOOK 900 AT PAGE 478 TO THE NORTHEAST CORNER OF THAT STATE HIGHWAY PARCEL DESCRIBED IN BOOK 720 AT PAGE 231; 2. THENCE SOUTHWESTERLY AND SOUTHERLY ALONG THE NORTHERLY AND WESTERLY LINE OF SAID PARCEL IN BOOK 720 AT PAGE 231 TO A POINT ON THE NORTHERLY LINE OF THAT STATE HIGHWAY PARCEL DESCRIBED IN BOOK 1859 AT PAGE 72; 3. THENCE SOUTHWESTERLY ALONG THE NORTHWESTERLY LINE OF SAID PARCEL IN BOOK 1859 AT PAGE 72 TO THE MOST WESTERLY CORNER THEREOF; 4. THENCE WESTERLY ALONG THE NORTHERLY LINE OF THAT STATE HIGHWAY DEPARTMENT PARCEL DESCRIBED IN BOOK 2163 AT PAGE 160 TO THE NORTHEAST CORNER OF THAT STATE HIGHWAY PARCEL FOR STATE HIGHWAY NO. 58 DESCRIBED IN BOOK 1895 AT PAGE 55; THENCE WESTERLY ALONG THE NORTHERLY RIGHT OF WAY LINE OF STATE HIGHWAY NO. 58 AS DESCRIBED IN BOOK 1895 AT PAGE 55 AND BOOK 2177 AT PAGE 367 AND BOOK 2116 AT PAGE 106 TO THE PROPOSED MOST WESTERLY LINE OF WHEAT RIDGE CITY LIMITS AS SHOWN ON THE ANNEXATION MAP #3 - COORS CLEAR CREEK; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID ANNEXATION MAP #3 TO THE SOUTHERLY RIGHT OF WAY LINE OF STATE HIGHWAY NO. 58 AS DESCRIBED IN BOOK 2227 AT PAGE 527; THENCE NORTHEASTERLY ALONG SAID SOUTHERLY RIGHT OF WAY LINE OF STATE HIGHWAY NO. 58 TO THE NORTHWEST CORNER OF THAT STATE HIGHWAY PARCEL DESCRIBED IN RECEPTION NO. 2008011087; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID PARCEL IN RECEPTION NO. 2008011087 AND PARCEL ID NO. 39-193-00-009 TO THE SOUTHWESTERLY CORNER OF LAST SAID PARCEL; THENCE EASTERLY ALONG EXISTING WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-193-00-009 TO THE SOUTHEAST CORNER THEREOF ON THE WESTERLY LINE OF LOT 9, CABELA’S / COORS SUBDIVISION FILING NO. 2; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID LOT 9 TO THE SOUTHWEST CORNER THEREOF; THENCE EASTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID LOT 9 TO THE NORTHWEST CORNER OF LOT 9A, CABELA’S / COORS SUBDIVISION FILING NO. 2; Leland Consulting Group (20 July 2009) THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID LOT 9A TO THE SOUTHWEST CORNER THEREOF; THENCE EASTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID LOT 9A TO THE SOUTHEAST CORNER THEREOF ON THE WESTERLY LINE OF LOT 8, CABELA'S I COORS SUBDIVISION FILING NO. 1, AMENDED; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID LOT 8 TO THE SOUTHWEST CORNER THEREOF; THENCE EASTERLY, DEPARTING SAID WHEAT RIDGE CITY LIMITS, ALONG THE SOUTHERLY LINE OF SAID LOT 8 TO THE SOUTHEAST CORNER THEREOF ON THE WESTERLY LINE OF LOT 6, CABELA’S /COORS SUBDIVISION FILING NO. 1, AMENDED; THENCE SOUTHEASTERLY ALONG A CURVE ON SAID LOT 6 TO THE END OF SAID CURVE; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF SAID LOT 6 TO THE SOUTHWEST CORNER THEREOF ON WHEAT RIDGE CITY LIMITS; THENCE EASTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID LOT6 TO THE NORTHWEST CORNER OF LOT 5 OF SAID CABELA'S / COORS SUBDIVISION FILING NO. 1, AMENDED; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID LOT 5 TO THE SOUTHWEST CORNER THEREOF; THENCE EASTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY UNE OF SAID LOT 5 TO THE NORTHWEST CORNER OF LOT 1, BLOCK 2, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID LOT 1, BLOCK 2, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3 TO THE SOUTHWEST CORNER THEREOF; THENCE EASTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID LOT 1, BLOCK 2, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3 TO THE NORTHWEST CORNER OF LOT 5, 70 WEST BUSINESS CENTER; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE WESTERLY LINE OF SAID LOT 5, 70 WEST BUSINESS CENTER TO THE SOUTHWEST CORNER THEREOF; THENCE EASTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE SOUTHERLY LINE OF SAID LOT 5, 70 WEST BUSINESS CENTER TO THE SOUTHEAST CORNER THEREOF AND THEWESTERLY LINE OF SAID LOT 1, BLOCK 2, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THEWESTERLY LINE OF LOTS 1 AND 2, BLOCK 2 AND TRACT A, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3 TO THE NORTHEAST CORNER OF LOT 3, BLOCK 2, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3; THENCE WESTERLY ALONG WHEAT RIDGE CITY LIMITS AND THE NORTHERLY LINE OF SAID LOT 3, BLOCK 2, 70 WEST BUSINESS CENTER SUBDIVISION FILING NO. 3 TO THE NORTHWEST CORNER THEREOF ON THE EASTERLY RIGHT OF WAY UNE OF ZINNIA COURT; THENCE SOUTHERLY ALONG WHEAT RIDGE CITY LIMITS AND THE EASTERLY RIGHT OF WAY LINE OF ZINNIA COURT AND ITS SOUTHERLY EXTENSION TO THE SOUTH LINE OF THE NORTHWEST Leland Consulting Group (20 July 2009) ONE-QUARTER OF SECTION 29, TOWNSHIP 3 SOUTH. RANGE 69 WEST OF THE 6lh PRINCIPAL MERIDIAN WITHIN THE RIGHT OF WAY FOR WEST 32nd AVENUE; THENCE EASTERLY ALONG SAID SOUTH LINE OF THE NORTHWEST ONE-QUARTER WITHIN THE RIGHT OF WAY OF WEST 32nd AVENUE TO THE SOUTHERLY EXTENSION OF THE WESTERLY LINE OF PARCEL ID NO. 39-292-00-014; THENCE NORTHERLY, DEPARTING SAID SOUTH LINE OF THE NORTHWEST ONE-QUARTER, ALONG THE SOUTHERLY EXTENSION OF THE WESTERLY LINE OF SAID PARCEL ID NO. 39-292-00- 014 TO THE SOUTHWEST CORNER OF SAID PARCEL; THENCE EASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL ID NO. 39-292-00-014 TO THE MOST EASTERLY CORNER THEREOF; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE OF SAID PARCEL ID NO. 39-292- 00-014 TO THE MOST NORTHERLY CORNER THEREOF ON THE WESTERLY LINE OF PARCEL ID NO. 39-292-11-016; THENCE NORTHERLY ALONG SAID WESTERLY LINE OF PARCEL ID NO. 39-292-11-016 TO THE NORTHWEST CORNER THEREOF ON THE SOUTHERLY LINE OF LOT 15, BLOCK 1, APPLEWOOD VILLAGE; THFNCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID LOT 15, BLOCK 1, APPLEWOOD VILLAGE TO THE SOUTHWEST CORNER THEREOF ON THE SOUTHEASTERLY LINE OF LOT 14, BLOCK 1, APPLEWOOD VILLAGE; THENCE SOUTHWESTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT 14, BLOCK 1, APPLEWOOD VILLAGE TO THE MOST SOUTHERLY CORNER THEREOF; THENCE NORTHWESTERLY ALONG THE SOUTHWESTERLY LINE OF LOTS 11 THROUGH 14, BLOCK 1, APPLEWOOD VILLAGE, TO THE SOUTHWEST CORNER OF SAID LOT 11 ON THE EASTERLY LINE OF LOT 2, APPLEWOOD VILLAGE SHOPPING CENTER SUBDIVISION; THENCE NORTHERLY ALONG THE EASTERLY LINE OF LOTS 1 AND 2, APPLEWOOD VILLAGE SHOPPING CENTER SUBDIVISION TO THE MOST NORTHERLY CORNER OF SAID LOT 1 ON THE SOUTHERLY RIGHT OF WAY LINE OF WEST 38™ AVENUE; THENCE SOUTHWESTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF WEST 38™ AVENUE AND THE NORTHERLY LINE OF LOT 1, APPLEWOOD VILLAGE SHOPPING CENTER SUBDIVISION TO THE SOUTHERLY EXTENSION OF THE WESTERLY RIGHT OF WAY LINE OF WEST 38™ DRIVE; THENCE NORTHERLY AND NORTHEASTERLY ALONG THE WESTERLY RIGHT OF WAY LINE OF WEST 38™ DRIVE AND ITS SOUTHERLY EXTENSION TO THE MOST EASTERLY CORNER OF TRACT C, RIDGE SUBDIVISION; THENCE NORTHWESTERLY ALONG THE NORTHEASTERLY LINE OF SAID TRACT C TO THE MOST NORTHERLY CORNER OF SAID TRACT C ON THE SOUTHERLY LINE OF LOT 1, YOUNGFIELD PLAZA; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY LINE OF SAID LOT 1, YOUNGFIELD PLAZA TO THE SOUTHEAST CORNER THEREOF; THENCE NORTHERLY ALONG THE EASTERLY LINE OF YOUNGFIELD PLAZA TO THE NORTHEAST CORNER THEREOF; THENCE NORTHEASTERLY ALONG THE NORTHEASTERLY EXTENSION OF THE NORTHWESTERLY LINE OF SAID YOUNGFIELD PLAZA TO A POINT OF INTERSECTION WITH THE SOUTHERLY EXTENSION OF THE EASTERLY LINE OF ROCK SUBDIVISION FILING NO. 1; Leland Consulting Group (20 July 2009) THENCE NORTHERLY ALONG THE EASTERLY LINE OF ROCK SUBDIVISION FILING NO.1 AND ITS SOUTHERLY EXTENSION TO THE NORTHEAST CORNER THEREOF, BEING THE INTERSECTION OF THE SOUTHERLY RIGHT OF WAY LINE OF WEST 42nd AVENUE AND THE EASTERLY RIGHT OF WAY LINE OF XENON STREET; THENCE NORTHERLY ALONG THE EASTERLY RIGHT OF WAY LINE OF XENON STREET TO THE EASTERLY EXTENSION OF THE NORTHERLY LINE OF PARCEL ID NO. 39-202-00-025; THENCE WESTERLY ALONG SAID NORTHERLY LINE OF PARCEL ID NO. 39-202-00-025 AND ITS EASTERLY EXTENSION TO THE NORTHWEST CORNER THEREOF; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF PARCELS ID NO. 39-202-00-025 AND 39-202- 00-026 TO THE SOUTHWEST CORNER OF SAID LAST PARCEL; THENCE SOUTHERLY TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-202-00-028; THENCE SOUTHERLY ALONG THE WESTERLY LINE OF PARCEL ID NO. 39-202-00-028 TO THE SOUTHWEST CORNER THEREOF; THENCE WESTERLY ON THE SOUTHERLY LINE OF PARCEL ID NO. 39-202-00-027 TO THE SOUTHWEST CORNER THEREOF ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70/YOUNGFIELD STREET AS DESCRIBED IN BOOK 1895 AT PAGE 44; THENCE NORTHEASTERLY ALONG SAID SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 / YOUNGFIELD STREET TWO COURSES TO THE SOUTHEAST CORNER OF THE STATE HIGHWAY PARCEL DESCRIBED IN RECEPTION NO. 86104746 ON THE WESTERLY RIGHT OF WAY LINE OF XENON STREET; THENCE NORTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL IN RECEPTION NO. 86104746 TO THE NORTHEAST CORNER THEREOF; THENCE NORTHEASTERLY TO THE SOUTHEAST CORNER OF THE STATE HIGHWAY PARCEL DESCRIBED IN BOOK 1989 AT PAGE 207; THENCE NORTHEASTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL IN BOOK 1989 AT PAGE 207 TO A POINT ON THE SOUTHERLY LINE OF PARCEL ID NO. 39-202-00-009; THENCE WESTERLY ALONG THE SOUTHERLY LINE OF SAID PARCEL 39-202-00-009 TO THE MOST WESTERLY CORNER OF SAID PARCEL ON THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70; THENCE NORTHEASTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 AND ALONG THE NORTHWESTERLY LINE OF PARCELS ID NO. 39-202-00-009 AND 39-202-00-008 TO THE MOST NORTHERLY CORNER OF SAID LAST PARCEL; THENCE NORTHEASTERLY TO THE NORTHWEST CORNER OF PUBLIC STORAGE AMENDED 1 SUBDIVISION; THENCE NORTHEASTERLY ALONG THE SOUTHWESTERLY RIGHT OF LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF SAID PUBLIC STORAGE AMENDED 1 TO THE MOST NORTHERLY CORNER OF SAID PUBLIC STORAGE AMENDED 1; THENCE NORTHEASTERLY TO THE NORTHWESTERLY CORNER OF PARCEL ID NO. 39-201-05-009 ON THE SOUTHERLY RIGHT OF WAY LINE INTERSTATE 70; Leland Consulting Group (2o July 2009) THENCE NORTHEASTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 AND THE NORTHWESTERLY LINE OF SAID PARCEL ID NO. 39-201-05-009 TO THE NORTHEAST CORNER THEREOF; THENCE SOUTHERLY ALONG THE EASTERLY LINE OF SAID PARCEL ID NO, 39-201-05-009 TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-201-05-014 ON THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF PARCEL ID NO. 39-201-05-014 TO THE NORTHEAST CORNER THEREOF ON THE WESTERLY RIGHT OF WAY LINE OF TABOR STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-201-03-001 ON THE EASTERLY RIGHT OF WAY LINE OF TABOR STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF PARCEL ID NO. 39-201-03-001 TO THE NORTHEAST CORNER THEREOF ON THE WESTERLY RIGHT OF WAY LINE OF SWADLEY STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-201-02-017 ON THE EASTERLY RIGHT OF WAY LINE OF SWADLEY STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF PARCELS ID NO. 39-201-02-017 AND 39-201-02-001 TO THE NORTHEAST CORNER OF LAST SAID PARCEL ON THE WESTERLY RIGHT OF WAY LINE OF SIMMS STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE NORTHWEST CORNER OF PARCEL iD NO. 39-212-05-025 ON THE EASTERLY RIGHT OF WAY LINE OF SIMMS STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF PARCELS ID NO. 39-212-05-025 AND 39-212-05-024 TO THE NORTHEAST CORNER OF LAST SAID PARCEL ON THE WESTERLY RIGHT OF WAY LINE OF ROUTT STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-212-05-009 ON THE EASTERLY RIGHT OF WAY LINE OF ROUTT STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF PARCELS ID NO. 39-212-05-009 AND 39-212-05-008 TO THE NORTHEAST CORNER OF LAST SAID PARCEL ON THE WESTERLY RIGHT OF WAY LINE OF ROBB STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-212-00-004 ON THE EASTERLY RIGHT OF WAY LINE OF ROBB STREET; THENCE NORTHEASTERLY ALONG THE SOUTHEASTERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHWESTERLY LINE OF PARCELS ID NO. 39-212-00-004 AND 39-212-00-003 TO THE NORTHEAST CORNER OF LAST SAID PARCEL ON THE WESTERLY RIGHT OF WAY LINE OF PARFET STREET; Leland Consulting Group (20 July 2009) THENCE EASTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 TO THE NORTHWEST CORNER OF PARCEL ID NO. 39-212-00-002 ON THE EASTERLY RIGHT OF WAY LINE OF PARFET STREET; THENCE EASTERLY ALONG THE SOUTHERLY RIGHT OF WAY LINE OF INTERSTATE 70 ALONG THE NORTHERLY LINE OF PARCELS ID NO. 39-212-00-002, 39-212-00-001, 39-211-03-006, 39-211-03-005, 39-211-03-004, 39-211-03-003, 39-211-03-002, 39-211-03-001, 39-211-99-001, AND 39-211-02-002 TO THE NORTHEAST CORNER OF LAST SAID PARCEL ON THE WESTERLY RIGHT OF WAY LINE OF MILLER STREET AND THE POINT OF BEGINNING. Leland Consulting Group (20 July 2009) 1-70/Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado Appendix B Urban Renezval Plan Concept Map Leland Consulting Group (20 July 2009) '■■■ . CQrtim«rc)a| 1-70 / Kipling) Road Corridor* Urban Renewal Concept Map ’ rll§§||J§i m flolik1 HcsWoiitlnl NulfilifjDfliaoilj :Sf ;•? v w * ci teuSe* * *? ? *,: liti/'.; Stable ResliJenlblNBlghho»liDod$ 1 5 ! o Vitfalet&iletsC HeljjfiticxhoOdCqfflmOrenl Leland Consulting Group (20 July 2009) 43 1-70 / Kipling Corridors Urban Renewal Plan Wheat Ridge, Colorado Appendix C City of Wheat Ridge Comprehensive Plan, Updated 2000 - References Leland Consulting Group (2o July 2009) EXHIBIT B FIRST AMENDMENT TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN Section 8 of the I-70/Kipling Corridors Urban Renewal Plan (“Plan”) is hereby amended to read as follows: 8.0 Project Financing 8.1 Public Investment Objective It is the intent of the Plan that the public sector will play a significant role in urban renewal efforts as a strategic partner. Typical infrastructure investments the public would anticipate making include, but are not limited to: unifying streetscape elements (but for specific modifications made on private property); improving access and circulation; improving streets and parks; providing for infrastructure improvements; completing utilities; and, creating special districts or other financing mechanisms. 8.2 Authorization The Authority may finance undertakings pursuant to this Plan by any method authorized under the Act or any other applicable law, including without limitation: issuance of notes, bonds and other obligations in an amount sufficient to finance all or part of this Plan; borrowing of funds and creation of indebtedness; advancement of reimbursement agreements; and / or utilization of the following: federal or state loans or grants; interest income; annual appropriation agreements; agreements with public or private entities; and loans, advances and grants from any other available sources. The principal, interest, costs and fees on any indebtedness are to be paid for with any lawfully available funds of the Authority. Debt may include bonds, refunding bonds, notes, interim certificates or receipts, temporary bonds, certificates of indebtedness, or any other obligation lawfully created. 8.3 Project Revenues 8.3.1 Tax Increment Financing The Plan contemplates that a primary method of financing projects within the Area will be through the use of property tax and City Sales Tax increments. The Authority shall be authorized to pledge all or any portion of such property tax and City Sales Tax increment revenues for financing public infrastructure that benefits the Area pursuant to one or more Cooperation Agreements. 8.3.2 Distribution of Tax Revenues As specified in any amendment to this Plan which creates a new Tax Increment Area as set forth herein, property taxes and/or City Taxes levied after the effective date of the approval of such amendment shall be divided for a period commencing on the date of City Council approval of such amendment and continuing for a period not-to-exceed twenty-five years in accordance with Section 31-25-107(9) of the Act and the terms of any applicable Cooperation Agreement. 8.4 Other Financing Mechanisms / Structures The Plan is designed to provide for the use of tax increment financing as one tool to facilitate investment and reinvestment within the Area. However, in addition to tax increment financing, the Authority shall be authorized to finance implementation of the Plan by any method authorized by the Act. The Authority is committed to making a variety of strategies and mechanisms available which are financial, physical, market and organizational in nature. It is the intent of this Plan to use the tools either independently or in various combinations. Given the obstacles associated with development, the Authority recognizes that it is imperative that solutions and resources be put in place which are comprehensive, flexible and creative. 8.5 UTILIZATION OF PROPERTY AND SALES TIF CONSISTENT WITH THE FOREGOING PROVISIONS OF THIS SECTION 8.0 REGARDING TIF, THERE IS HEREBY ADOPTED THE UTILIZATION OF PROPERTY AND SALES TAX INCREMENT FOR THE PROPERTIES DESCRIBED IN THE ATTACHED APPENDIX A. THE PROPERTIES AND PROJECTS, FOR WHICH A TAX INCREMENT SHALL BE UTILIZED, ALONG WITH A LEGAL DESCRIPTION FOR THE PROPERTIES, THE DATE UPON WHICH THE UTILIZATION OF THE TAX INCREMENT SHALL TAKE EFFECT, AND THE TERMS OF THE TAX INCREMENT APPLICABLE TO EACH PROPERTY, SHALL BE AS SET FORTH IN APPENDIX A. APPENDIX A MVG Development Property a. Date TIF implemented: _______________ b. Council Resolution: No._, Series 2014 ( c. Legal Descriptions: 10101 W. 37"' Place Our Order No: ABB70393418 LEGAL DESCRIPTION THAT PART OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 28, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE GTH P.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 28; THENCE SOUTHERLY, ALONG THE EAST LINE OF SAID SECTION, 230 FEET; THENCE WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 109.99 FEET, MORE OR LESS, TO A POINT 20 FEET EAST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 28; THENCE SOUTHERLY PARALLEL WITH THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION, 124.86 FEET, MORE OR LESS. TO A POINT 355 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28; THENCE WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 40 FEET; THENCE SOUTHERLY, PARALLEL WITH AND 20 FEET WEST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER, 75 FEET; THENCE WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 290.19 FEET, MORE OR LESS, TO THE EAST LINE OF LEE STREET; THENCE NORTHERLY ALONG SAID EAST LINE, PARALLEL WITH AND 20 FEET EAST OF THE WEST LINE OF SAID NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER, 400 FEET, MORE OR LESS, TO THE SOUTH LINE OF 38TH AVENUE; THENCE EASTERLY ALONG SAID SOUTH LINE, PARALLEL WITH AND 30 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28, A DISTANCE OF 440.53 FEET, MORE OR LESS, TO A POINT 200 FEET WEST OF THE EAST LINE OF SAID SECTION; THENCE SOUTHERLY, PARALLEL WITH THE EAST LINE OF SAID SECTION, 200 FEET TO THE TRUE POINT OF BEGINNING, COUNTY OF JEFFERSON, STATE OF COLORADO, EXCEPTING THEREFROM THE PORTIONS DESCRIBED IN BOOK 1579 AT PAGE 296 AND IN BOOK 1969 AT PAGE 800 AND IN BOOK 1970 AT PAGE 1 OF THE JEFFERSON COUNTY' RECORDS. 10050 W. 37th Place Ow-OnbrKn: MIJ7li;«:iD22 LEGAL DESCRIPTION THAT PART CH* 71 III NORTHEAST OUARTER OF THE NORTHEAST QUARTEROR'I'IIE NORTHEAST quartero? section 2H. township j south. range ca west of the: cm principal MERIDIAN, DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 2*. THENCE SOUTHERLY ALONG THU HAST IJNG OF SAID SECTION 28 A OISrANCE OF 2Sfl FEET. THENCE WESTERLY PARALIII. WITH THE NOR 1 11 UNE OF' SAID SECTION 28 A DLSIANCF. D? 33 FEET TO THE TRITE I‘05NT OR ISTGINNIKC: Tlllf-NCi: SOUTHERLY PARALLEL WITH THE HAST LINE OF SAID SECTION 20 A DISTANCE OE 13D.03 EESTT'DA POINT ON HU! SOUTH I.INK OE THU NORTHEAST QUARTER OE THU NORTHEAST QUARTER OF THE NORTHEAST QUARTER OF SAID SECTION 28; THENCE WESTERLY AUING SAID SOirill UNI- A DISTANCE OF 275.01 FEET TO A POINT ON THE [LAST UNE OF KUNE STREET; THENCE NORTHERLY ALONG SAID EAS E UNE OF KLINE STREET AND Ail) LINE EXTENDED NORTH AND PARALLEL WITH AND 20 FEET EASE OF T HE WEST UNE OF THE EAST HALFOF HIE NORTHEAST QUARTER OF THE NORTHEAST QUARTER OTTHE NORTHEAST QUARTER A DISTANCE OF HI 12 FEET. MORE OR LESS, TO A POINT 2311 SOUTH OF TUT NORTH LINE OE SAID SECTION 28; THENCE FAST AND PARAl.EI. WITH THE NORTHEAST UNE Iff SAID SECTION ill A DISTANCE OE IBB.M FPET, MORE OR IESS. TO A POINT ZB3 FEET WEST' OF T1 IF EAST UNE OF' SAID SECTION 2S:TIIENCi: NORTHERLY AND PARALLEL WITH Tl IE EAST LINE OF SAID SECTION 28 A DISTANCE OE 200 FEET TO A POINT ON Till-SOUTH LINE OF WEST38TH AVENUE; THENCE EASTERLY ALONG SAID SOUTH LINJI, PARALLEL WITH AND 3£> FEET SOUTH OF THE NORTH UNE OF SAID SECTION 28. A DISTANCE OS' I5FEET TO A POINT 155 LEFT WEST OF THE EAST UNE DE SAID SECTION 2S. HIENCE SOUTHERLY PARALLEL WITH AND 155 FEET WEST OF THE FASTI.INF OF SAM) SECTION 28 A DISTANCE OF 201 FEET TO A POINT 230 FEIT SOUTH OF THE NORTH UNE OE SAID SECTION 28; THENCE EASTERLY PARALLEL WITH THE NORTH UNE OF SAi!) SECTION 28, A DISTANCE OF 125 FEET TO THU TRUE POINT OF I1EC1LNNLNC; EXCEPTING THEREFROM T HAT'CERTAIN PARCEL CONVEYED TO THE DEPARTMENT OF HIGHWAYS AND Dl-SCIREEI) AS A TRACT OR PARCEL OF LAND NO. 146 OP THE STATE DEPARTMENT OF HIGHWAYS. DIVISION OF HIGHWAYS, STATE OF COIXJRADO, PROJECT NO. U 0!U<3) SECTION 2, IN THE NORTHEAST QUARTER 05' SECTION 28, TOWNSHIP 3 SOUTH. RANGE. 01 WEST OE THE GTH PR1NCI PAL MERIDIAN, IN JEFFERSON COUNTY. COLORADO, SAID TRACTOR PARCEL IIEINC! MORE PARTICULARLY DESCRIBED .AS FOLLOWS- BEGINNING AT A POINT WHICH IS SOUTH ALONG THE LAST UNE OF HIE NORTHEAST QUARTER OF SECTION 28, A DISTANCE OF 230.0 FEET AND WEST PARALLEL WITH THE NORTH UNE OF THE NORTHEAST QUARTER OF SECTION 28, A DISTANCE OF 5L* FEET FROM THE NORTHEAST CORNER OF SECTION 28, TOWNSHIP i SOUTH. RANGE 01 WIST; 1. THENCE SOUTH, PARAIJ.EI. WITH THU EAST LINE OF'THE NORTHEAST QUARTER OF SECTION 28 A DISTANCE OE 43S.09 FEET TO THIi SOUTH PRCSTiRIY UNE; 2. THENCE FAST, ALONG THE SOUTH I'ROPEHTY LINE A DISTANCE OF 15.0 FEETIO THE SOOTHFAST FKdiTiRTY CORNER; 3. THENCE NORTH. A THE EAST PROPERTY' UNE A DIST ANCE OF U5.B3 FEET; 4. THENCE WEST, PARALLEL WITH THE NORTH 1.LNE OF THE NORTHEAST QUARTER OF SECTION (hirOrdff Nil: AnjJlii83S22 LEGAL DESCRIPTION 28 A DISTANCE OF 15.11 FEET TO THE POINT OF BEGINNING; COUNTY OE JEFFERSON, STATE OF COLORADO 3785 Kipling Our Order No: ABJ70397564 LEGAL DESCRIPTION A PARCEL OF LAND IN THE EAST 1/2 OF THIS NORTHEAST 1M OF THE NOR THEAST 1/4 OF THE NORT HEAST 1/4 OF SECTION 28. TOWNSHIP 3 SOUTH. RANGE 69 WEST, COUNTY OF JEFFERSON, STATE OF COLORADO, DESCRIBED AS FOLLOWS: BEGINNING AT A POINT WHICH IS 30 FEET SOUTH AND 30 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 28: THENCE SOUTH 100 FEET ALONG THE WEST LINE OF KIPLING STREEP TO THE TRUE POINT OF BEGINNING: THENCE SOUTH ALONG THE WEST LINE OF KIPLING STREET A DISTANCE OF 100 FEET; THENCE WEST AND PARALLEL TO THE SOUTH LINE OF WEST 38TH AVENUE A DISTANCE OF 125 FEET: THENCE NORTH AND PARALLEL TO THE WEST UNE OF KIPLING STREET A DISTANCE OF J00 FEET: THENCE EAST AND PARALLEL TO THE SOUTH LINE OF OF WEST 38TH AVENUE, A DISTANCE OF 125 FEET TO THE TRUE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO THE-DEPARTMENT OF HIGHWAYS BY DEED RECORDED AUGUST 27, 1969 IN BOOK 2128 AT PAGE 357, COUNTY OF JEFFERSON. STATE OF COLORADO, d.TIF terms: SECOND AMENDMENT TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN Section 8 of the I-70/Kipling Corridors Urban Renewal Plan (“Plan”) is hereby amended to read as follows: 8.0 Project Financing 8.1 Public Investment Objective It is the intent of the Plan that the public sector will play a significant role in urban renewal efforts as a strategic partner. Typical infrastructure investments the public would anticipate making include, but are not limited to: unifying streetscape elements (but for specific modifications made on private property); improving access and circulation; improving sheets and parks; providing for infrastructure improvements; completing utilities; and, creating special districts or other financing mechanisms. 8.2 Authorization The Authority may finance undertakings pursuant to this Plan by any method authorized under the Act or any other applicable law, including without limitation: issuance of notes, bonds and other obligations in an amount sufficient to finance all or part of this Plan; borrowing of funds and creation of indebtedness; advancement of reimbursement agreements; and / or utilization of the following: federal or state loans or grants; interest income; annual appropriation agreements; agreements with public or private entities; and loans, advances and grants from any other available sources. The principal, interest, costs and fees on any indebtedness are to be paid for with any lawfully available funds of the Authority. Debt may include bonds, refunding bonds, notes, interim certificates or receipts, temporary bonds, certificates of indebtedness, or any other obligation lawfully created. 8.3 Project Revenues 8.3.1 Tax Increment Financing The Plan contemplates that a primary method of financing projects within the Area will be through the use of property tax and City Sales Tax increments. The Authority shall be authorized to pledge all or any portion of such property tax and City Sales Tax increment revenues for financing public infrastructure that benefits the Area pursuant to one or more Cooperation Agreements. 8.3.2 Distribution of Tax Revenues As specified in any amendment to this Plan which creates a new Tax Increment Area as set forth herein, property taxes and/or City Taxes levied after the effective date of the approval of such amendment shall be divided for a period commencing on the date of City Council approval of such amendment and continuing for a period not-to-exceed twenty-five years in accordance with Section 31-25-107(9) of the Act and the terms of any applicable Cooperation Agreement. 8.4 Other Financing Mechanisms / Structures The Plan is designed to provide for the use of tax increment financing as one tool to facilitate investment and reinvestment within the Area. However, in addition to tax increment financing, the Authority shall be authorized to finance implementation of the Plan by any method authorized by the Act. The Authority is committed to making a variety of strategies and mechanisms available which are financial, physical, market and organizational in nature. It is the intent of this Plan to use the tools either independently or in various combinations. Given the obstacles associated with development, the Authority recognizes that it is imperative that solutions and resources be put in place which are comprehensive, flexible and creative. Utilization of Property and Sales TIF Consistent with the foregoing provisions of this Section 8.0 regarding TIF, there is hereby adopted the utilization of property and sales tax increment for the properties described in the attached Appendix A. The properties and projects, for which a tax increment shall be utilized, along with a legal description for the properties, the date upon which the utilization of the tax increment shall take effect, and the terms of the tax increment applicable to each property, shall be as set forth in Appendix A. APPENDIX A 1. MVG Development Property a. Date TIF implemented: ______________________ b. Council Resolution: No.__, Series 2014 (______,2014) c. Legal Descriptions: 10101 W. 37'" Place Our Order No: ABB70393418 LEGAL DESCRIPTION THAT PART OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SECTION 28, TOWNSHIP 3 SOUTH, RANGE 69 WEST OF THE 6TH P.M., DESCRIBED AS FOLLOWS: BEGINNING AT THE NORTHEAST CORNER OF SAID SECTION 28; THENCE SOUTHERLY, ALONG THE EAST LINE OF SAID SECTION, 230 FEET; THENCE WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 200 FEET TO THE TRUE POINT OF BEGINNING; THENCE CONTINUING WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 109.99 FEET, MORE OR LESS, TO A POINT 20 FEET EAST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION 28; THENCE SOUTHERLY PARALLEL WITH THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF SAID SECTION, 124.86 FEET, MORE OR LESS, TO A POINT 355 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28; THENCE WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 40 FEET; THENCE SOUTHERLY, PARALLEL WITH AND 20 FEET WEST OF THE WEST LINE OF THE EAST ONE-HALF OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER, 75 FEET; THENCE WESTERLY, PARALLEL WITH THE NORTH LINE OF SAID SECTION, 290.19 FEET, MORE OR LESS, TO THE EAST LINE OF LEE STREET; THENCE NORTHERLY ALONG SAID EAST LINE, PARALLEL WITH AND 20 FEET EAST OF THE WEST LINE OF SAID NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER OF THE NORTHEAST ONE-QUARTER, 400 FEET, MORE OR LESS, TO THE SOUTH LINE OF 38TH AVENUE; THENCE EASTERLY ALONG SAID SOUTH LINE, PARALLEL WITH AND 30 FEET SOUTH OF THE NORTH LINE OF SAID SECTION 28, A DISTANCE OF 440.53 FEET, MORE OR LESS, TO A POINT 200 FEET WEST OF THE EAST LINE OF SAID SECTION; THENCE SOUTHERLY, PARALLEL WITH THE EAST LINE OF SAID SECTION, 200 FEET TO THE TRUE POINT OF BEGINNING, COUNTY OF JEFFERSON, STATE OF COLORADO, EXCEPTING THEREFROM THE PORTIONS DESCRIBED IN BOOK 1579 AT PAGE 296 AND IN BOOK 19G9 AT PAGE 800 AND IN BOOK 1970 AT PAGE 1 OF THE JEFFERSON COUNTY RECORDS. 10050 W. 37th Place OurOrdrrK.t: AflJHiMNDZZ LEGAL DESCSIPT10H THATPART OF THE NORTHEASTQUARTER DFTUI NORTHEAST QUARTER OFTHE NORTHEAST QUARTliEOF SI-CHON 28. TOVtNSlUPlTOirm, RANGE (S WEST OF'IHECTH PRINCIPAL MERIDIAN, m:SCH!!ii:iJ AS FOLLOWS: HECCNNING AT 1HH NORTHEAST CORNER OF SAID SECTION 2*. • THENCE SOUTHERLY ALONG TUI:. FAST I.INEOF SAID SECTION 28 A DISTANCE OF 23D FEET thence westerly parallel wrm the north i jnuof said section 2N a distance of 3? S LUT TO THE TlitTli POINT OF IIEGINNIKG. thence southerly paraij.ei. wrnniiu fa.stt.inl of said section 28 a instance of l3R.nO FEET It) A I'OiNT ON Til IL SOUTH LINE OF THE NORTHEAST QUARTER OF THE NORTHEAST QUARTFU Or Till! NORTHEAST QUARTER OF SAIDSECTION 2H; THENCE WESTERLY ALONG SAID SOUTH LINK A DISTANCE DF 2T9.RI FEET TO A POINT ON HIH IAS!' LINK OF KUNE STREET: TlIFNCi: NORTHERLY AIJQKG SAID LAST LINK OF XI INF STREET AND AID LINF. FATUNDEII NORTH AND PARALLEL WITH AND 20 FEET FAST OF THE WEST LINE OF THE EAST HALF OF 71 IL NOR Ti I LAS'! QUARTER OF THE NOET1 (EAST QUARTER OF THE NORTHEAST QUARTER A DISTANCE OF-I35.SLFKET, MORE OR I. ICS'S, ’ID A POINT 2311 SOUTH DP THE NORTH LINE OF SAID SECTION 2H; THENCE FAST AND I'AKAl.FI. WmiTIIE NORTHEAST LINE CS' SAID SECTION 28 A OISTANCF OF I09.B9 FEET, MORE OK LESS. TO A POINT 2CO FFET WEST OF THE LAST LINE OF SAID SECTION 2$: THFNCF NORTHERLY AND FARM J.EL WITHI'IIE EAST LINE OF SAID SECTION 28 A DISTANCE OF 2IXt FFLT IDA POINT ON THU SOUTH l.LNF OF WEST 3HTU AVENUE: TIIFNCF EASTERLY ALONG SAID SOUTH LINE. PARALLEL Will! AND 10 FEET SOUT H OF THE NORTH LINE 05' SAID SECTION 28. A DK VANCE Dl' 15 FFET TO A I'OIN T 155 FEET WEST OF THE FAST C.INE OF SAID SECTION It: THENCE SOUTHERLY PARA UEL WITH AND 155 FFET WEST OF TIIF EAST l.LNF OF SAID SECTION 2S A DISTANCE OF 201 LEFT TO A POINT 23(1 FEET SOUTH OF Till: NORTH LINE OF SAID SUCTION 28; TIIFNCF EASTERLY PARALLEL WITH THE NORTH LINE OF SAID SECTION 28. A DISTANCE OF 125 FFET TO THE TRITE POINT 01' BEGINNING; EXCEPTING THEREFROM THAT CER TAIN PARCEL CONVEYED TO TIIF. DFPARTMliNF OF HIGHWAYS AND DESCIX!!J:i> AS A TRACTOR PARCEL OF LAND NO, HG OF TIIL STATE DEPARTMENT OF HIGHWAYS, DIVISION OF HIGHWAYS, STATE OF COLORADO, PROJECT NO U SECTION 2, IN THE NORTHEAST QUARTER OF SECTION 2fl. TOWNSHIP ISOUril, RANCH: «) WEST OF THE6TH PRINCIPAL MERIDIAN, INJEJTUISON COUNTY’. COI.ORAIK). SAID TRACT OS PARC lil. RUING MORE PARTICULARLY DESCRIBED ,’iS FOLLOWS BEGINNING AT A POINT WHICH SS SOUTH ALONG THE FAST IJNEOF THE NORTHEAST QUARTER OF SECTION 28, A DISTANCE OF 23(1.0 FEE T AND WEST PARALLEL. WTEII THU NORTH l.LNF OF THE NORTHEAST QUARTER OF SECTION 28, A DISTANCE OF 15.0 FELT' FROM THE NORTHEAST CORNER OF’ SECTION 28, TOWNSHIP 1 SOUT'I I, RANGE «1 WEST; 1. THENCE SDUm.PARAIJ.ELWnH THU EAST LINE OFTIIE NORTH FAST QUARTER QF SECTION 28 A DISTANCE DF 45C.OD FFET TO THU SOUTH PROPERTY S.INE; 2. T HENCE EAST, ALONG THE SOUTH PROPERTY LINE A DISTANCE OF 15.0 FELT TO THE SOUTHEAST PROPERTY CORNER;3. THENCE NQRTi I. A Tl IE EAST PROPERTY LINE A DISTANCE OF til C»: FEET; 4. T HENCE WEST, PAKAI.IJ!!. YWI'II Till- NORTH LINE OF THE NORTHEAST QUARTER OF SECTION Our Order Nn: AIU78:83022 LEGAL DESCRIPTION 28 A DISTANCE DF 15.11 FFET lOTHK POINT DF BEGINNING; COUNTY OP JEFFERSON, STAFF. OF' COEDR.MX1. 3785 Kipling Our Order No: ABJ70397S64 LEGAL DESCRIPTION A PARCEL OF LAND IN THE EAS T 1/2 OF THE NORTHEAST 1/4 OF THE NORTHEAST 1/4 OF T HE NORTHEAST 1/4 OF SECTION 28. TOWNSHIP 3 SOUTH, RANGE 69 WEST, COUNTY OF JEFFERSON. STATE OF COLORADO. DESCRIBE!) AS FOLLOWS: BEGINNING AT A POINT WHICH IS 30 FEET SOUTH AND 30 FEET WEST OF THE NORTHEAST CORNER OF SAID SECTION 28; THENCE SOUTH 100 FEET ALONG THE WEST LINE OF KIPLING STREET T'O THE TRUE POINT OF BEGINNING: THENCE SOUTH ALONG THE WEST LINE OF KIPLING STREET A DISTANCE OF 100 FEET; THENCE WEST AND PARALLEL TO THE SOUTH LINE OF WEST 38TH AVENUE A DISTANCE OF 125 FEET; THENCE NORT H AND PARALLEL TO THE WEST' LINE OF KIPLING STREET A DISTANCE OF 100 FEET; THENCE EAST AND PARAEEEE TO T HE SOUTH LINE OF OF WEST 38TII AVENUE, A DISTANCE OF 125 FEET TO THE T RUE POINT OF BEGINNING. EXCEPT THAT PORTION CONVEYED TO TI IE DEPARTMENT OF IIIGI [WAYS BY DEED RECORDED AUGUST 27, 1969 IN BOOK 2128 AT PAGE 357. COUNTY OE JEFFERSON, ST ATE OF COLORADO. 3795 Kipling The South 100 feet of the North 130 feet of the West 115 feet of the East 155 feet of the East half of the Northeast Quarter of the Northeast Quarter of the Northeast Quarter of Section 28, Township 3 South, Range 69 West of the 6th Principal Meridian, CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. SO Series of 2015 TITLE: A RESOLUTION APPROVING A SUBSTANTIAL MODIFICATION TO THE 1-70/KIPLING CORRIDORS URBAN RENEWAL PLAN TO ALLOW FOR THE UTILIZATION OF FAX INCREMENT FINANCING WHEREAS, the City Council of the City of Wheat Ridge has previously adopted the 1- 70/KJpiing Corridors Urban Renewal Plan (the “PtarC); WHEREAS, the City Council finds that modification of the Plan to commence the collection of properly tax increment is necessary based on the potential development that necessitates the use of properly lax increment; WHEREAS, the City Council finds that the commencement of property tax increment constitutes a substantial modification of the Plan; WH EREAS, the City Council has complied with the requirements of the Urban Renewal Law and particularly C.R.S. § 31-25-107, regarding the adoption of a substantial modification to the Plan; WHEREAS, a public hearing on the substantial modification to the Plan was held before the City of Wheat Ridge City Council on December 14, 2015; and WHEREAS, at the public hearing, the City Council heard and received evidence supporting the findings set forth in this Resolution and wishes to approve a substantial modification to the Plan as set forth herein. NOW, THEREFORE, BE IT RESOLVED by the Wheat Ridge City Council, that: Section I. Based on the evidence presented at the public hearing, the City Council of the City of Wheat Ridge hereby finds and determines that: (a) The conditions of blight as defined by C.R.S. § 31-25-103(2) apd as set forth in the Plan, are unchanged. (b) There exist feasible methods for the relocation of individuals, families, and business concerns in accommodations or areas suitable for their relocation. (c) The City Council has taken reasonable efforts to provide written notice of the public hearing to all property owners, residents and owners of business concerns in the existing urban renewal area at their last known address of record at least thirty days prior to the hearing. Such notice contained the information required by C.R.S. § 31-25-107(3). 018*1351000103727393,2 (d) No more than 120 days have passed since the commencement of the first public hearing on the substantial modification to the i-70/K.iplmg Corridors Urban Renewal Plan. (c) The Plan (which is being substantially modified) does not contain properly that was included in a previously .submitted urban renewal plan that the City Council failed to approve, (f) The 1-70/K.ipiing Corridors Urban Renewal Plan, as substantially modified by this Resolution, conforms to the general plan of the City of Wheat Ridge as a whole, (g) The 1-70/Kipling Corridors Urban Renewal Plan, will afford maximum opportunity, consistent with the sound needs of the City as a whole, for the rehabilitation or redevelopment of the urban renewal area by private enterprise. (h) The Wheat Ridge Urban Renewal Authority or the City of Wheat Ridge, will adequately finance any additional county infrastructure and services required to serve development in the urban renewal area during the applicable lax increment financing period as set forth in C.R.S, § 3i-2.vH)7{9)(a)('II). (i) The principal purpose for the substantial modification to the Plan is to facilitate redevelopment in order to eliminate or prevent the spread of physically blighted areas. (j) The substantial modification to the Plan draws the boundaries of the area subject to the Plan as narrowly as feasible to accomplish the planning and development objectives for the U70/Kipling Corridors Urban Renewal Plan, (k) The I-70/Kipling Corridors Urban Renewal Plan, as substantially modified, does not consist in its entirety of open land, (i) The acquisition, clearance, rehabilitation, conservation, development or redevelopment or a combination thereof of the Plan Area, pursuant to the 1-70/Kipling Corridors Urban Renewal Plan, is necessary and in the best interests of the public health, safety, morals, and welfare of the citizens of the City of Wheat Ridge, Section 2, Based on the above findings, the City Council approves a substantial modification to the Plan to commence the collection of property tax increment within the entirety of the Plan area. 2 EXHIBIT F (Attach Copy of Bylaws, as amended) BY-LAWS OF THE WHEAT RIDGE URBAN'RENEWAL AUTHORITY - ;.v ARTICLE I .. . ... . , :THE AUTHORITY * . '.' Section 1. Name of Authority. The-name of the .Authority ■ shall be the ^Nheat Ridge Urban Renewal Authority." ■ Section 2. -Seal of Authority. - The seal of the Authority- shall be in'the form of a circle and shall bear the name of the. • Authority* • , t. • Section 3. Office-of .Authority. The office of the Authority shall be ITn the municipal building of the City of .Wheat Ridge,-Colorado, 7500 West.29.fch Avenue, Wheat Ridge; Colorado,. 80033. .. -.- ARTICLE II ’ 7 .'OFFICERS AND PERSONNEL " . Section 1. Officers,. The-'Of fleers of the Authority, shall be a Chairman, a Vice-'chairman, and a Secretary who shall--be Executive Director. . ’ • Section 2. Chairman. The Chairman shall preside at all meetings of the Authority. 'Except as otherwise’ authorized by resolution of the Authority, the Chairman shall- sign all con tracts, deeds, checks" for the payment of money and other instruments made by the-Authority.. .. Section 3. Vice chairman. The Vice Chairman' shall perform- the’duties of the Chairman" rnthe - absence of the Chairman from' the City or incapacity of the' Chairman* and in case of a vacancy in the office of the Chairman, :ihe Vice Chairman.shall perform such duties as-are'imposed on-the .Chairman until such time as' the Authority shall select a-new Chairman from among its members. '•Section 4. Executive,Director. .The Executive Director of the‘Wheat Ridg.e Urban Renewal Authority shall be the Director of Community Development of the City of Wheat Ridge. He or she ; ‘•shall have general supervision over the administration of, the • affairs and business-of the Authority, and shall.be -charged' with, the management .of the-.projects of the Authority- -He-'-os?- -ehe-'-pha-l-I--g-ive--swh-bend-fo-r^fehe-faithfHl-perferma«€>e--of--h-irS- . •■dttfc&©€H*£»--th<^T&u-fchorlfcy-*may-designafeeT He or she- shall designate in writing some person to perform the duties of Executive - - Director in his or her absence*’. Section 5. Secretary'. Pursuant to C.K.S. 1973, S3X-25-104 (2) <c) the Executive Director of the-Urban-Renewal Authority shall be the Secretary. However, the Mayor and/or the city-Administrator of the City of Wheat Ridge is hereby empowered to .appoint a Recording Secretary for the Urban Renewal Authority who shall keep the records of the Authority, shall act -as Secretary at the meetings of the Authority, and record'-all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings' to be kept for such' purposes, .•'and ■ shall perform all duties incident to this office.- He'-or-she' shall keep in safe custody the seal of. the Authority and shall have power to affix such- seal to all contracts and' instruments .authorized to be executed by the Authority. He or she shall- designate in writings some person to perform his or her duties hereunder in his or her - • absence. . ' _ ( Section 6. Additional duties.- The Officers of the Authority-shall perform such other duties and functions as may from time to time be required by the Authority,, or by the By-Laws or the Rules and Regulations of the Authority, or pur suant to any cooperation agreement executed between the City of .Wheat'Ridge and the Wheat Ridge'-Urban Renewal Authority. Section 7. Election of Officers. The Officers of the Authority shall be elected .-annually- by the Authority at -the first regular meeting in .December -and shall assume their duties upon election. Officers shall hold office for one year or until .their successors are-elected and qualified, .-The. Recording Secretary-- shall be appointed by the Mayor and/or the City Administrator of the City of Wheat Ridge, as above provided. Any person-appointed to fill the office of Recording Secretary or any vacancy therein shall have such - term as the Mayor and/or city -Administrator may establish, .but no Commissioner of the Authority shall be eligible for this office except as a temporary-appointee. . .. Section 8. Vacancies. Should the office of.Chairman dr Vice Chairman become' vacant'/ the-Authority shall select a' successor from its membership-at the next regular meeting .to serve for the unexpired term of- said office, • Section 9, PersonnelJ • The Authority may from time to time employ such personnel as it deems necessary to q-xercise • its'powers,-duties and functions as prescribed by the Urban Renewal Law of the State of Colorado, and all other laws of the State of Colorado applicable- thereto. The Authority is' further expressly authorized to enter into, a .cooperation • agreement with the City of Wheat-Ridge. for the provision-of any such'personnel. ’ - '. r.c..:- ; -■ -.,v . -ARTICLE III j'.-MEETINGS - i • Section 1. Regular Meetings. A regular meeting! shall be held at such time .and place-as may be prescribed by motion adopted by the Authority from' time to- time. All-regular meetings of the Wheat Ridge Urban Renewal Authority shall be advertised in a newspaper of general circulation within the City of Wheat Ridge - no less than three days prior to the date of such scheduled meet ing „ in- the- event- any—day- of- a- r-egui-ar- mete-ting- -s-hali- ■&&. -a- -legal— feelidayT-said-meefci«g-skalA-be-‘held--succeeding- ‘ business-day-? Section 2. Special Meetings. The. Chairman of the Authority ' may, when he or she deems it expedient, and shall upofr the written reguest of two members of the Authority, call a special meeting .of the Authority for -the purpose of transacting any business .designated in the notice thereof- .The notice for the special meeting must -be'delivered to'the business or'home address of each .member of the Authority at least twenty-four- (24) hours prior to the date, of such special me'eting.. Such'notice shall designate the time-and place of the special meeting- Any member may v?aive' notice of any meeting and a member's presence shall constitute . waiver of notice of that meeting-unless the member's written objection to the transaction of-any' business at the meeting is -filed with the Secretary on’the'-ground that the meeting is - unlawfully-.called or convened. At such special meeting no business shall be considered other than, as designated in the notice, but if all of the :members of the Authority are present at a special meeting, ‘any or all -busiriess may be transacted • . at''such, special meeting, .'Section 3, Quorum. The’power of the. Authority shall be • vested* in the Commissioners thereof in office from time to time. A^majority (four) of the commissioners shall constitute a quorum for the purpose o:f conducting its business an&vexercising its powers and for ail other-.purposes, but a smaller number may adjourn from time to time until :a quorum is' obtained. When a quorum is in attendance, action may be taken by the Authority u£on an affirmative vote of the. majority of the Commissioners present. • Section 4, order of Business. At. the regular meeting of the.Authority the following shall be the order of business: • (1) Call the meeting to order . (2) .Roll call of members ‘ . • <3) Pledge of allegiance (4) Approval of minutes (5) Public forum . •. (.6).. Old Business * . (7) New..Business •• - . . <8) Other matters -<9). Adjournment and place and -time of next meeting. . A contract with persons outside the.Authority; withv the United States and other public bodies Shall be authorized by '■ written resolution, a copy of which resolution and contract . shall be kept with the, journal of the proceedings of the Authority. " Section 5, Manner of Voting.. The yeas and nays shall be entered upon the minutes of every, meeting, except in the case of elections when the vote may be by ballot, and except where there is a unanimous vote. * .Section 6. Open Meetings;. The Authority shall make no final policy decisions, pass- no resolution, adopt no rule or •regulation* or take any action-approving a contract Calling for the, payment of money at any meeting which is, not open to the general public. . ‘ • '" • V-- ARTICLE IV •: • AMENDMENTS AND SUSPENSION OF BY-LAWS Section 1. Amendment to By-Laws. The By-Laws of the ‘Authority shall be amended only if there has been a notice of motion duly seconded in the previous meeting. Section 2* Suspension- of By-Laws. Any requirement of these by-laws may be waived by a written consent signed by ' all Commissioners. •• •. : ARTICLE V MISCELLANEOUS Conflict of Interest. . No - commissioner, other officer, -or . employee of an authority™ nor any immediate member of the family., of any such commissioner, .officer, or employee shall acquirpi nor shall any commissioner or officer retain any interest, direct ' or indirect,, in any project or .in any property included or planned to be included in any 'project, nor shall he or she ' - ' . have any interest, direct'cr indirect, in any contract or pro posed contract for materials or., services to be furnished or used in connection with any project*.-.'. If any .commissioner, other Officer* or employee of an authority owns or co'ufcrols -an interest, direct or indirect,, in.any property- included or planned ' to be included in any project, he of she shall immediately- dis close the same'.in writing to the •Authority,, and such disclosure shall be entered upon the minutes of. the fuifchority. Acquisi tion or retention of any such interest-or willful failure to- disclose any such interest ..shall constitute misconduct in office. BY-LAWS OP THE,WHEAT RIDGE ECONOMIC DEVELOPMENT AND REVITALIZATION COMMISSION ARTICLE I THE COMMISSION . Section 1. .Name of Commission* .The name of the Commission shall be the "Wheat Ridge Urban'Renewal Authority-11* "Wheat Ridge Economic Development and Revitalization Commission", hereinafter referred to as EDARC or the Commission* The. name of the .Commission was previously the "Wheat Ridge Urban Renewal Authority*. The Commission shall consist of nine (9) Commissioners as provided by Section 23-4 of the Code of Laws of the City of Wheat Ridge* Section 2. Seal- of Commission. The seal of the Commission shall 'be in the form of a circle and shall blear the name of the Commission. Section'3.. Office of Commission. The office of the Commission shall be in -the municipal-building of the City of wheat ridge, Colorado, 7500 West 29th Avenue, Wheat Ridge, Colorado 80033. ' . . ARTICLE II OFFICERS AND PERSONNEL Section 1. .-Officers. The officers of the Commission shall be a‘ Chairman, a Vipe Chairman, and a Secretary who.'.'shall be Executive Director, Section 2. Chairman.. .The Chairman shall preside at all meetings of the Commission. Except as otherwise authorized by • resolution of the Commission, the Chairman shall sign all ' contracts, deeds, checks for the payment'Of money and other ... instruments made by the Commission. - ^ Section 3. Vice Chairman. The Vice Chairman, shall perform the duties of the Chairman in the absence of the Chairman from the City or incapacity of the Chairman; and in case of a . vacancy in the office of .the Chairman, the Vice Chairman shall perform such duties as are imposed on the Chairman until such . . time as the Commission shall select, a new Chairman from among its members.' . „ Section 4. Executive Director. The Executive Bireeter e£ the Wheat Ridge. Urban Renewal Authority shall be the-Bireeter .of Community Development of the Gity of .Wheat Ridge*- The Executive Director shall be appointed by the Commission in accordance with , .. the Cooperation Agreement between EDARC and the Gity of Wheat Ridge dated October 26, 198,7. He or she shall have general 1 supervision over the administration of the affairs and business of the Authority, and'shall be charged with the management of the projects of the Authority. He or she shall designate in writing some person to perform the duties of Executive Director'in his or her absence. Section 5. Secretary. Pursuant to C.R.S. section 31-25- 104{2)(c), the Executive Director of the EDARC shall be the Secretary. However, the Mayor and/or the City Administrator of the City of Wheat .Ridge is hereby empowered to appoint a Recording Secretary for the Commission who shall keep the records of the Commission,..shall act as Secretary at the meetings of the. Commission, and record all votes, and shall keep a record of the proceedings of the Commission in a journal of proceedings to be kept for such purposes, and .shall perform all duties incident to this office. !He or -she shall keep in safe custody the seal'.'of the Commission and shall have power to affix such-seal to all contracts and instruments authorized to be executed by the Authority. He or she -shall designate in writing some person to., perform his or her duties hereunder• in his or her absence. . Section 6. Additional Duties. The Officers of the Commission shall, perform such other duties and functions as may.. from time to time be required by the Commission; or by the By- Laws or’ the. Rules and Regulations of- the Commission, qr pursuant . to any cooperation agreement executed between the City of Wheat Ridge and the Wheat Ridge Economic Development and Revitalization Commission. Section 7. Election of Officers. The Officers of the Commission shall be elected annually by the Commission at the first regular meeting in, December and shall assume their duties - upon .election. Officers hall hold office for one year'or until .. their successors are elected and qualified. The Recording Secretary shall be appointed by the Mayor and/or the City'Administrator, of the City of Wheat Ridge, as'' . above provided'. Any person, appointed to fill the office of Recording Secretary or any vacancy therein shall have such term.. as the Mayor and/or City Administrator may establish, but no EDARC Commissioner shall be eligible for this office except as a temporary appointee, ~ Section-8. Vacancies. Should the office of Chairman or.. Vice Chairman become vacant, the Commission shall select a successor from, its membership at the next regular meeting to . „ serve for the unexpired term of said office. Section 9. Personnel. The Commission may from time to time employ such personnel as it deems necessary to exercise its ..-, powers, .duties and functions as prescribed by the Urban Renewal. .... Law of the State.of Colorado, and all other laws of the State of Colorado applicable thereto. - The Commission is further expressly authorized to enter into a cooperation agreement with the City of . Wheat Ridge for. the provision of any such'"personnel - i 2 ARTICLE III ' MEETINGS' Section 1. Regular Meetings. A regular meeting shall be held at such time and place as may be prescribed by motion adopted by the Commission from time to time. ‘ All- regular meetings of the Wheat Ridge Economic Development and ' Revitalization Commission shall be advertised in a newspaper.of general circulation within-the City of .Wheat Ridge no less than three’days prior to.the date of such scheduled meeting. • Section 2.« Special Meetings: The Chairman of' the . ’ Commission may, when he or she deems it expedient, and shall upon the written request of.two members of the Commission, call a special meeting of the Commission'for the purpose'of transacting any business designated in the notice thereof. The notice for the special meeting must be delivered to the business or home address of each member of -the Commission at least twenty-four (24) hours prior to the date.of such special meeting. Such notice shall designate the time, and place of the special meeting! Any member may waive notice of any meeting and a member’s presence shal.l constitute .waiver of notice, of that meeting unless the member;s written objection to the' transaction of any business at the meeting is filed with the Secretary on the ground that the meeting is unlawfully called or convened. At such special meeting no business shall be considered other than as designated in the notice, but if all of the members of the Commission are present at a special meeting, any or all business may be transacted at such special meeting. • Section 3. ... Quorum. The power-'of the commission .shall be vested in .the’Commissioners thereof in-, office from time to.time.’ A majority (-feur*). (five)- of the-Commissioners shall constitute a quorum for the purpose of conducting its business and exeroising . its power’s and for all other purposes, but ‘a smaller number may . adjourn-.from .time to time- until a quorum is obtained. When,a quorum is'in. attendance, action may be taken by the Commission upon an affirmative vote of the majority of the Commissioners present. r Section 4. Order of Business. At the regular.'meeting of ’ the. Commission the following shall be the order of business? (1) Call the meeting to order. - • (2) Roll Call of members. (3) Pledge of Allegiance. (4) Approval of minutes. (5) Public forum. (6) Old business. (7) New business.. - . (8) .Other matters. • (9) Adjournment and place and time of next meeting. A contract with persons outside the Commission, with the United States and other public bodies shall be .authorized by 3 written resolution, a copy of which resolution and contract shall be kept with the journal'.of the proceedings of the Commission* Section 5. . Manner of Voting., ' The Commissioners affirmative and negative votes shall be entered upon the minutes of every meeting, except in the case of elections when the'vote may be by ballot, and except where.there is a'unanimous vote. ...Section 6. Open Meetings. The Commission shall make no final policy decisions, pass no..resolution, adopt no rule or regulation, or take any action approving a contract calling for the payment of money at any meeting whioh is not open to the general public. ARTICLE IV AMENDMENTS AND SUSPENSION OF BY-LAWS Section 1. Amendment to,By-Laws* The-By-Laws of the' Commission shall be amended only, if there has been a notice of motion duly seconded in the previous meeting. ' Section 2. . Suspension'of By-Laws-.' Any requirement o.f ' these By-rLaws may be. waived by a written consent signed by all Commissioners. - ‘ • ARTICLE. V MISCELLANEOUS Conflict of Interest. No commissioner, other-officer, or employee of BDARC, nor any immediate member of the family of any •commissioner., officer, or employee shall acquire, nor shall any commissioner.or officer retain any interest, direct or indirect, in any. project, or .'.in any property included or'planned to be included in any project, nor shall he or she'have any' interest,, direct or indirect',, in any .contract or proposed contract for' materials or services to. .be furnished ■ or used iii connection'with any project. If any commissioner, other officer, or employee of/ the Commission owns or controls an interest, "direct or indirect/ ' in any property to be included or planned to be included in any project, he or she shall immediately disclose the same in writing • to the Commission, and such disclosure shall be entered upon the ;•' minutes of the Commission. Acquisition or retention of any such interest or willful failure to disclose any such interest shall constitute misconduct in office.- ’ RE ADOPTED this . day of November, 1987. CRAIG REYNOLDS, Chair Wheat Ridge Economic Development and ., Revitalization Commission. t Adopted by Wheat Ridge Urban Renewal Authority Feb. 10, 1982 .. Amended by Wheat Ridge EPARC Nov. , 1987 r'L 4 m-tern of THE WHEAT RIDGE ECONOMIC DEVELOPMENT AND REVITALIZATION COMMISSION ARTICLE I THE COMMISSION Section 1. Name__of Commission, The name of the Commission shall be the "Wheat Ridge Economic Development and Revitalization Commission", hereinafter referred to as EDARC or the Commission. The name of the Commission was previously the "Wheat Ridge Urban Renewal Authority". The Commission shall consist of nine (9) Commissioners as provided by Section 23-4 of the Code of Laws of the City of Wheat Ridge. Section 2. Seal of Commission. The seal of the Commission shall be in the form of a circle and shall bear the name of the Commission. Section 3. Office of Commission. The office of the Commission shall be in the municipal building of the City of Wheat Ridge, Colorado, 7500 West 29th Avenue, Wheat Ridge, Colorado 80033, or at such other location in the City of Wheat Ridge as may be determined by the Commission. ARTICLE II OFFICERS AND PERSONNEL. Section 1. Officers. The officers of the Commission shall be a Chairman, a Vj.ce Chairman, and a Secretary who shall be Executive Director. Section 2. Chairman. The Chairman shall preside at all meetings of the Commission. Except as otherwise authorized by resolution of the Commission, the Chairman shall sign all contracts, deeds, checks for the payment of money and other instruments made by the Commission. Section 3. Vice Chairman. The Vice Chairman shall perform the duties of the Chairman in the absence of the Chairman from the City or incapacity of the Chairman; and in case of a vacancy in the office of the Chairman, the Vice Chairman shall perform such duties as are imposed on the Chairman until such time as the Commission shall select a new Chairman from among its members. Section 4. Executive Director. The Executive Director shall be appointed by the Commission in accordance with the Cooperation Agreement between EDARC and the City of Wheat Ridge dated October 26, 1987. He or she shall have general supervision over the administration of the affairs and business of the Commission and shall be charged with the management of the project of the Commission. He or she shall designate in writing some person to perform the duties of Executive Director in his or her absence. adopted by the Commission from time to time. All regular meetings of the Wheat Ridge Economic Development and Revitalization Commission shall be advertised in a newspaper ox general circulation within the City of Wheat Ridge no less than three days prior to the date of such scheduled meeting. Section 2. Special Meetings. The Chairman of the Commission may, when he or she deems it expedient, and shall upon the written request of two members of the Commission, call a special meeting of the Commission for the purpose of transacting any business designated in the notice thereof. The notice for the special meeting must be delivered to the business or home address of each member of the Commission at least twenty-four (24) hours prior to the date of such special meeting. Such notice shall designate the time and place of the special meeting. Any member may waive notice of any meeting and a member’s presence shall constitute waiver of notice of that meeting unless the member’s written objection to the transaction of any business at the meeting is filed with the Secretary on the ground that the meeting is unlawfully called or convened. At such special meeting no business shall be considered other than as designated in the notice, but if all of the members of the Commission are present at a special meeting, any or all business may be transacted at such special meeting. Section 3. . Quorum. The power of the Commission shall be vested in the Commissioners thereof iii office from time to time. A majority (five) of the Commissioners shall constitute a quorum for the- purpose of conducting its business and exercising its powers ..and for all other purposes-, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Commission upon an affirmative vote of the majority of the Commissioners present. Section 4. Order of Business. At the regular meeting of the Commission the following shall be the order of business ■ (1) Call the meeting to order. (2) Roll Call of members. (3) Pledge of Allegiance. (4) Approval of minutes. (5) Public forum. (6) Old business. (7) New business. (8) Other matters. (9) Adjournment and place and time of next meeting. A contract with persons outside the Commission, with the United States and other public bodies shall be authorized by written resolution, a copy of which resolution and contract shall be kept with the journal of the proceedings of the Commission. Section 5. Motions - General. Roberts Rules of Order shall govern the meeting unless otherwise set forth in these adopted by the Commission from time to time. All regular meetings of the Wheat Ridge Economic Development and Revitalization Commission shall be advertised in a newspaper of general circulation within the City of Wheat Bidge no less than three days prior to the date of such scheduled meeting. Section 2. Special Meetings. The Chairman of the Commission may, when he or she deems it expedient, and shall upon the written request of two members of the Commission, call a special meeting of the Commission for the purpose of transacting any business designated in the notice thereof. The notice for the special meeting must be delivered to the business or home address of each member of the Commission at least twenty-four (24) hours prior to the date of such special meeting. Such notice shall designate the time and place of the special meeting. Any member may waive notice of any meeting and a member’s presence shall constitute waiver of notice of that meeting unless the member’s written objection to the transaction of any business at the meeting is filed with the Secretary on the ground that the meeting is unlawfully called or convened. At such special meeting no business shall be considered other than as designated in the notice, but if all of the members of the Commission are present at a special meeting, any or all business may be transacted at such special meeting. Section 3. Quorum. The power of the Commission shall be Vested in the Commissioners thereof in office from time to time'. A majority (five) of. the Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Commission upon an affirmative vote of the majority of the Commissioners present. Section 4. Order of Business. At the regular meeting of the Commission the following shall be the order of business: (1) Call the meeting to order. (2) Boll Call of members. - (3) Pledge of Allegiance. (4) Approval of minutes. (5) Public forum. (6) Old business. (7) New business. (8) Other matters. (9) Adjournment and place and time of next meeting. A contract with persons outside the Commission, with the United States and other public bodies shall be authorized by written resolution, a copy of which resolution and contract shall be kept with the journal of the proceedings of the Commission. Section 5. Motions - General. Roberts Rules of Order? shall govern the meeting unless otherwise set forth in theseJ bylaws or changed by a majority vote of the Commission.. Section 6. Manner__of Voting. The Commissioners affirmative and negative votes shall be entered upon the minutes of every meeting, except in the case of elections when the vote may be by ballot, and except where there is a unanimous vote. Section 7. Tie Vote. In case of a tie in votes on anyl/^p^fc proposal, the proposal shall be considered lost. ^ Section 8. Open Meetings. The Commission shall make no final policy decisions, pass no resolution, adept no rule or regulation, or take any action approving a contract calling for the payment of money at any meeting which is not open to the general public. ARTICLE IV AMENDMENTS AND SUSPENSION OF BY-LAWS Section 1. Amendment to By-Laws. The By-Laws of the Commission shall be amended only if there has been a notice of motion duly seconded in the previous meeting. Section 2. Suspension of By-Laws. Any requirement of these By-Laws may be waived by a written consent signed by all Commissioners. ARTICLE V MISCELLANEOUS Conflict of Interest. No commissioner, other offioer, or employee of EDARC, nor any immediate member of the family of any commissioner, officer, or employee shall acquire, nor shall any commissioner or officer retain any interest, direct or indirect, in any project or in any property included or planned to be included in any project, nor shall he or she have any interest, direct or indirect, in any contract or proposed contract for materials or services to be furnished or used in connection with any project. If any commissioner, other officer,' or employee' of the Commission owns or controls an interest, direct or indirect, in any property to be included or planned to be included in any project, he or she shall immediately disclose the same in writing to the Commission, and such disclosure shall be entered upon the minutes of the Commission. Acquisition or retention of any such interest or willful failure to disclose any such interest shall constitute misconduct in office. READOPTED this __th day of ____, 1988. PAT GARRITY, Chair Wheat Ridge Economic Development and Revitalisation Commission Adopted by Wheat Ridge Urban Renewal Authority Feb 10• 1982 Amended bv Wheat Ridfre tTJARC. WHEAT RIDGE URBAN RENEWAL AUTHORITY RESOLUTION NO. _02_ -2004 Series of 2004 A RESOLUTION OR THE WHEAT RIDGE URBAN RENEWAL AUTHORITY APPROVING AMENDMENTS TO THE AUTHORITY’S BYLAWS WHEREAS, the Wheat Ridge City Council adopted Ordinance No. 1229 on October 8,2001 which, among other things, changed the name of the Wheat Ridge Economic Development and Revitalization Commission to the Wheat Ridge Urban Renewal Authority; and WHEREAS, the Wheat Ridge City Council adopted Ordinance No. 1312 on October 27,2003, which changed the membership of the Urban Renewal Authority to seven members; and WHEREAS, the Authority desires to amend its bylaws to reflect the changes enacted by the City Council in the above referenced ordinances and to make the Authority's requirements for a meeting quorum reflect the membership appointed under Section 25-24 of the Wheat Ridge Code of Laws. NOW THEREFORE BE IT RESOLVED by the Wheat Ridge Urban Renewal as follows: Section 1. The amendments to the Wheat Ridge Urban Renewal Authority Bylaws, attached as Exhibit 1 hereto, are hereby adopted. DONE AND RESOLVED this _5i_ day of August 2004. Chair' ATTEST: Secretary APPROVED AS TO FORM: Corey Hoffmann, WRURA Attorney EXHIBIT! AMENDMENTS TO THE BYLAWS OF THE WHEAT RIDGE URBAN RENEWAL AUTHORITY The following are amendments to the bylaws of the Wheat Ridge Urban Renewal Authority, formerly known as the Wheat Ridge Economic Development and Revitalization Commission: Amendment 1. Article I, The Commission, Section 1, Name of Commission, is amended as follows: The name of the Commission shall be the “Wheat Ridge Urban Renewal Authority Economic Development and Rewtalizration Commission,” hereinafter referred to as WRDRA or the Authority* BDARG-or the Commission. The name of the Authority Commission was previously the “Wheat Ridge Economic Development and Revitalization Commission Urban-Renewal Authority.” The Authority Commission shall consist of the number of nine-(9) members as provided by Section 25-24 Section 3£-4 of the Code of Laws of the City of Wheat Ridge. Amendment 2. All references in the bylaws to the <eWheat Ridge Economic Development and Revitalization Commission” am amended to the “Wheat Ridge Urban Renewal Authority” and all references to the “Commission” are amended to the “Authority.” AH references to “Commissioners” are amended to “Authority members.” Amendment 3. Article m, Meetings, Section 3, Quorum, is hereby amended as foHows: The power of the Authority Commission- shall be vested in the Authority members Commisoionera-thoreof in office from time to time. A majority ffive) of the appointed Authority members Commissioners shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn form time to time until quorum is obtained. When a quorum is in attendance, action may be taken by the Authority Commission upon an affirmative vote Notice of motion to amend the bylaws was not made and seconded at the previous Authority meeting as required under Article IV, Section 1 of the bylaws. The Authority members consent to waive this requirement, as permitted under Article IV, Section 2 of the Bylaws, and as evidenced by the signatures below: 3Elwyn Kipljnger AMENDMENTS ADOPTED this 5th day of August, 2004. j Attest: Secretary to the Authority WHEAT RIDGE URBAN RENEWAL AUTHORITY RESOLUTION NO. 2-2008 A RESOLUTION AMENDING THE AUTHORITY’S BYLAWS TO DELETE THE REQUIREMENT THAT NOTICE OF A MEETING BE PUBLISHED THREE DAYS IN ADVANCE OF A MEETING AND TO MODIFY THE BYLAW AMENDMENT PROCESS BE IT RESOLVED BY THE WHEAT RIDGE URBAN RENEWAL AUTHORITY, THAT: Section 1. Section 1 of Article IH of the Authority’s Bylaws is hereby amended as follows: Regular Meetings. A regular meeting shall be held at such time and place as may be prescribed by motion adopted by the Authority from time to time, AH regular meetings of the Authority-tiholl ■be-advertised-in-a newspaper of general-circulation within the City of Wheat Ridge no less than three days prior-to tho dote of sueh scheduled mooting. Section 2, Section 1 of Article TV of the Authority’s Bylaws is hereby amended as follows: Amendment of Bv-Laws. These By-Laws of the Authority shall be amended only by a majority vote of those members present, provided that a quorum existsif there has been n notice of motion duly seconded in the previous meeting. DATED this day of 2008. Terrell Williams, Chair ATTEST: APPROVED AS TO FORM: Corey Y. Hoffmann, WRURA Attorney Q3/25M U:\URBAnRENEWAL\BYLAWAMBNDMBNT (4).DOC GED\53027\373413.03 BY-LAWS OF THE WHEAT RIDGE URBAN RENEWAL AUTHORITY ARTICLE I THE AUTHORITY Section 1. Name of Authority. The name of the Authority shall be the "Wheat Ridge Urban Renewal Authority", hereinafter referred to as WRURA, Renewal Wheat Ridge or the Authority. The name of the Authority was previously the “Wheat Ridge Economic Development Commission.” The Authority shall consist of the number of members as provided by Section 25-24 of the Code of Laws of the City of Wheat Ridge. Section 2. Seal of Authority. The seal of the Authority shall be in the form of a circle and shall bear the name of the Authority. Section 3. Office of Authority. The office of the Authority shall be in the municipal building of the City of Wheat Ridge, Colorado, 7500 West 29th Avenue, Wheat Ridge, Colorado 80033. ARTICLE II OFFICERS AND PERSONNEL Section 1. Officers. The officers of the Authority shall be a Chairman, a Vice Chairman, and a Secretary who shall be Executive Director. Section 2. Chairman. The Chairman shall preside at all meetings of the Authority. Except as otherwise authorized by resolution of the Authority, the Chairman shall sign all contracts, deeds, checks for the payment of money and other instruments made by the Authority. Section 3. Vice Chairman. The Vice Chairman shall perform the duties of the Chairman in the absence of the Chairman from the City or incapacity of the Chairman; and in case of a vacancy in the office of the Chairman, the Vice Chairman shall perform such duties as are imposed on the Chairman until such time as the Authority shall select a new Chairman from among its members. Section 4. Executive Director. The Executive Director shall be appointed by the Authority in accordance with the Cooperation Agreement between WRURA and the City of Wheat Ridge dated October 26, 1987. He or she shall have general supervision over the administration of the affairs and business of the Authority, 2 and shall be charged with the management of the projects of the Authority. He or she shall designate in writing some person to perform the duties of Executive Director in his or her absence. Section 5. Secretary. Pursuant to C.R.S. section 31-25-104(2)(c), the Executive Director of the WRURA shall be the Secretary. However, the Mayor and/or the City Administrator of the City of Wheat Ridge is hereby empowered to appoint a Recording Secretary for the Authority who shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority, and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purposes, and shall perform all duties incident to this office. He or she shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority. He or shall designate in writing some person to perform his or her duties hereunder in his or her absence. The Recording Secretary for the Authority shall keep the records of the Authority, shall act as Secretary at the meetings of the Authority, and record all votes, and shall keep a record of the proceedings of the Authority in a journal of proceedings to be kept for such purposes, and shall perform all duties incident to this office. He or she shall keep in safe custody the seal of the Authority and shall have power to affix such seal to all contracts and instruments authorized to be executed by the Authority. He or she shall designate in writing some person to perform his or her duties hereunder in his or her absence. Section 6. Additional Duties. The Officers of the Authority shall perform such other duties and functions as may from time to time be required by the Authority, or by the By-Laws or the Rules and Regulations of the Authority, or pursuant to any cooperation agreement. Section 7. Election of Officers. The Officers of the Authority shall be elected annually by the Authority at the first regular meeting in December and shall assume their duties upon election. Officers shall hold office for one year or until their successors are elected and qualified. The Recording Secretary shall be appointed by the Mayor and/or the City Administrator of the City of Wheat Ridge, as above provided. Any person appointed to fill the office of Recording Secretary or any vacancy therein shall have such term as the Mayor and/or City Administrator may establish, but no WRURA Authority member shall be eligible for this office except as a temporary appointee. 3 Section 8. Vacancies. Should the office of Chairman or Vice Chairman become vacant, the Authority shall select a successor from its membership at the next regular meeting to serve for the unexpired term of said office. Section 9. Personnel. The Authority may from time to time employ such personnel as it deems necessary to exercise its powers, duties and functions as prescribed by the Urban Renewal Law of the State of Colorado, and all other laws of the State of Colorado applicable thereto. The Authority is further expressly authorized to enter into a cooperation agreement with the City of Wheat Ridge for the provision of any such personnel. ARTICLE III MEETINGS Section 1. Regular Meetings. A regular meeting shall be held at such time and place as may be prescribed by motion adopted by the Authority from time to time. Section 2. Special meetings. The Chairman of the Authority may, when he or she deems it expedient, shall upon the written request of two members of the Authority, call a special meeting of the Authority for the purpose of transacting any business designated in the notice thereof. The notice for the special meeting must be delivered to the business or home address of each member of the Authority at least twenty-four (24) hours prior to the date of such special meeting. Such notice shall designate the time and place of the special meeting. Any member may waive notice of any meeting and a member's presence shall constitute waiver of notice of that meeting unless the member's written objection to the transaction of any business at the meeting is filed with the Secretary on the ground that the meeting is unlawfully called or convened. At such special meeting no business shall be considered other than as designated in the notice, but if all of the members of the Authority are present at a special meeting, any or all business may be transacted at such special meeting. Section 3. Quorum. The power of the Authority shall be vested in the Authority members in office from time to time. A majority of the appointed Authority members shall constitute a quorum for the purpose of conducting its business and exercising its powers and for all other purposes, but a smaller number may adjourn from time to time until a quorum is obtained. When a quorum is in attendance, action may be taken by the Authority upon an affirmative vote of the majority of the Authority members present. 4 Attendance. Three (3) absences from the regular meetings of the Authority within a twelve-month period shall constitute grounds for automatic removal from membership, subject to confirmation of removal by the City Council. Section 4. Order of Business. At the regular meeting of the Authority the following shall be the order of business: (1) Call the meeting to order. (2) Roll Call of members. (3) Approval of minutes. (4) Public forum. (5) Old business. (6) New business. (7) Other matters. (8) Adjournment and place and time of next meeting. A contract with persons outside the Authority, with the United States and other public bodies shall be authorized by written resolution, a copy of which resolution and contract shall be kept with the journal of the proceedings of the Authority. Section 5. Manner of Voting. The Authority members affirmative and negative votes shall be entered upon the minutes of every meeting, except in the case of elections when the vote may be by ballot, and except where there is a unanimous vote. Section 6. Open Meetings. The Authority shall make no final policy decisions, pass no resolution, adopt no rule or regulation, or take any action approving a contract calling for the payment of money at any meeting which is not open to the general public. ARTICLE IV AMENDMENTS AND -SUSPENSION OF BY-LAWS Section 1. Amendment of By-Laws. These By-Laws of the Authority shall be amended only by a majority vote of those members present, provided that a quorum exists. Section 2. Suspension of By-Laws. Any requirement of these By-Laws may be waived by a written consent signed by all Authority members. 5 ARTICLE V MISCELLANEOUS Removal from Authority. Notwithstanding the removal process described in Section 3 of Article III of these By-Laws, any Authority member may be removed for any of the grounds enumerated in 29-4-208, C.R.S., subject to the notice and hearing requirements set forth therein. Uniform Standards for Sales. The Authority is authorized to adopt uniform standards for the approval of all sales of real property in the exercise of its duties. This section shall not affect the responsibility of the Authority to approve all purchases of real property by Authority action. Section 1. Conflict of Interest. No Authority member, other officer, or employee of the Authority, nor any immediate member of the family of any Authority member, officer, or employee shall acquire, nor shall any Authority member or officer retain any interest, direct or indirect, in any project or in any property included or planned to be included in any project, nor shall he or she have any interest, direct or indirect, in any contract or proposed contract for materials or services to be furnished or used in connection with any project. If any Authority member, other officer, or employee of the Authority owns or controls an interest, direct or indirect, in any property to be included or planned to be included in any project, he or she shall immediately disclose the same in writing to the Authority, and such disclosure shall be entered upon the minutes of the Authority. Acquisition or retention of any such interest or willful failure to disclose any such interest shall constitute misconduct in office. Written materials. Any written notice or other communication to or from the members may take the form of electronic communication or facsimile; provided, however, that all notices of Authority meetings and other materials posted at the Municipal Building or otherwise shall be posted in hard copy written form. Rules of Procedure. The Authority shall follow Roberts Rules of Order, Tenth Edition. READOPTED this 19th day of August, 2014. 6 Kristi Davis, Chair Wheat Ridge Urban Renewal Authority EXHIBIT G (Attach Specimen Bonds) Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-1 $160,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2022 November 9, 2021 96254WAA8 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: ONE HUNDRED SIXTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-2 $1,185,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2023 November 9, 2021 96254WAB6 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: ONE MILLION ONE HUNDRED EIGHTY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-3 $740,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2025 November 9, 2021 96254WAD2 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: SEVEN HUNDRED FORTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-4 $865,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2026 November 9, 2021 96254WAE0 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: EIGHT HUNDRED SIXTY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-5 $975,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2027 November 9, 2021 96254WAF7 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: NINE HUNDRED SEVENTY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-6 $1,900,000 Interest Rate Maturity Date Original Dated Date CUSIP 5.000% December 1, 2028 November 9, 2021 96254WAG5 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: ONE MILLION NINE HUNDRED THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-7 $1,995,000 Interest Rate Maturity Date Original Dated Date CUSIP 5.000% December 1, 2029 November 9, 2021 96254WAH3 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: ONE MILLION NINE HUNDRED NINETY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-8 $2,165,000 Interest Rate Maturity Date Original Dated Date CUSIP 5.000% December 1, 2030 November 9, 2021 96254WAJ9 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: TWO MILLION ONE HUNDRED SIXTY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-9 $2,270,000 Interest Rate Maturity Date Original Dated Date CUSIP 5.000% December 1, 2031 November 9, 2021 96254WAK6 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: TWO MILLION TWO HUNDRED SEVENTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-10 $2,455,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2032 November 9, 2021 96254WAL4 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: TWO MILLION FOUR HUNDRED FIFTY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-11 $2,550,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2033 November 9, 2021 96254WAM2 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: TWO MILLION FIVE HUNDRED FIFTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-12 $2,925,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2034 November 9, 2021 96254WAN0 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: TWO MILLION NINE HUNDRED TWENTY-FIVE THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-13 $3,030,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2035 November 9, 2021 96254WAP5 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: THREE MILLION THIRTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-14 $3,240,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2036 November 9, 2021 96254WAQ3 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: THREE MILLION TWO HUNDRED FORTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-15 $3,360,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2037 November 9, 2021 96254WAR1 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: THREE MILLION THREE HUNDRED SIXTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-16 $3,580,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2038 November 9, 2021 96254WAS9 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: THREE MILLION FIVE HUNDRED EIGHTY THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-17 $3,710,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2039 November 9, 2021 96254WAT7 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: THREE MILLION SEVEN HUNDRED TEN THOUSAND DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business Unless this bond is presented by an authorized representative of The Depository Trust Company, a New York corporation (“DTC”), to the Registrar for registration of transfer, exchange, or payment, and any bond issued is registered in the name of Cede & Co. or in such other name as is requested by an authorized representative of DTC (and any payment is made to Cede & Co. or to such other entity as is requested by an authorized representative of DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest herein. Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bond (I-70/Kipling Corridors), Series 2021 No. R-18 $5,000,000 Interest Rate Maturity Date Original Dated Date CUSIP 4.000% December 1, 2040 November 9, 2021 96254WAU4 REGISTERED OWNER: CEDE & CO PRINCIPAL AMOUNT: FIVE MILLION DOLLARS THIS CERTIFIES THAT, for value received, Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) promises to pay to the registered owner specified above or registered assigns, but solely from the sources and in the manner referred to herein, the principal amount specified above on the aforesaid Maturity Date at the principal corporate trust office of the below-defined Trustee in Denver, Colorado, unless this bond (this “Series 2021 Bond”) is called for earlier redemption, and to pay from those sources interest thereon at the rates per annum determined as described herein. The Series 2021 Bonds and any other bonds issued by the Authority pursuant to and in accordance with the Indenture of Trust dated as of November 9, 2021 (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”) are referred to herein as the “Bonds.” Interest on this Series 2021 Bond is payable on June 1 and December 1, beginning June 1, 2022, by check or wire of the Trustee to be sent on or before each interest payment date (or, if such payment date is not a Business Day, on or before the next succeeding Business Day) to the person in whose name this Series 2021 Bond is registered in the registration records of the Trustee, and at the address appearing thereon, at the close of business on the fifteenth day of the calendar month (whether or not a business day) immediately preceding the month in which such payment date occurs (the “Record Date”). Any such interest not timely paid shall cease to be payable to the person who is the Owner hereof at the close of business on the Record Date and shall be payable to the person who is the Owner hereof at the close of business 2 on a Special Record Date, as provided in the Indenture, for the payment of such defaulted interest. Such Special Record Date shall be fixed by the Trustee pursuant to the terms of the Indenture. Alternative means of payment of interest may be used if mutually agreed to in writing between the Owner of any Series 2021 Bond and the Trustee, as provided in the Indenture. Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture. This Series 2021 Bond bears interest, matures, is payable, is subject to redemption, and is transferable as provided in the Indenture. This Series 2021 Bond is one of an authorized issue of bonds designated the “Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021,” limited, except as provided with respect to Additional Bonds, in aggregate principal amount to $42,105,000, issued by the Authority for the purpose of providing funds to finance the costs of the 2021 Improvement Project and the 2021 Refunding Project, in accordance with the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the “Act”), as from time to time amended and supplemented. The Series 2021 Bonds are issued under the authority of the Act in connection with urban renewal projects, activities or operations of the Authority under the Act. The Series 2021 Bonds are also issued under pursuant to the Supplemental Public Securities Act, constituting part 2 of article 57 of title 11, Colorado Revised Statutes (the “Supplemental Act”), as from time to time amended and supplemented and under the authority of, and in full conformity with, the Constitution and the laws of the State of Colorado. Pursuant to Section 11-57-210 of the Supplemental Act, this recital that the Series 2021 Bonds are issued pursuant to the Supplemental Act shall be conclusive evidence of the validity and regularity of the issuance of the Series 2021 Bonds after their delivery for value. The Series 2021 Bonds are and shall be special obligations of the Authority equally secured by an irrevocable pledge of, and payable as to principal, premium, if any, and interest from, the Trust Estate, except to the extent otherwise provided therein, without priority for number, date of sale, date of execution or date of delivery, except as provided in the Indenture. The Owners of the Series 2021 Bonds may not look to any general or other fund of the Authority for the payment of the principal of or interest thereon except the Trust Estate. Principal of, premium, if any, and interest on the Series 2021 Bonds shall not constitute an indebtedness, financial obligation or liability of the City, the State or any political subdivision thereof other than the Authority, and neither the City, the State nor any political subdivision other than the Authority thereof shall be liable thereon, nor in any event shall the principal of, premium, if any, or interest on the Series 2021 Bonds be payable out of any funds or properties other than the Trust Estate. Further, the Series 2021 Bonds shall not constitute a debt, indebtedness, financial obligation or liability within the meaning of any constitutional, statutory or charter debt limitation or provision applicable to the City. Neither the members, officials, staff, attorneys or consultants of the authority, or the City, nor any persons executing the Series 2021 Bonds, shall be personally liable on the Series 2021 Bonds or subject to any personal liability or accountability by reason of the issuance thereof. The Series 2021 Bonds constitute an irrevocable first lien (but not necessarily an exclusive first lien) upon the Trust Estate, which includes but is not limited to the Pledged Property Tax Increment Revenues. 3 Reference is hereby made to the Indenture, and to any and all modifications and amendments thereof, for a description of the provisions, terms and conditions upon which the Series 2021 Bonds of this issue are issued and secured, including, without limitation, the nature and extent of the security for the Bonds, the conditions for issuing Additional Bonds that are on a parity with the Series 2021 Bonds, provisions with respect to the custody and application of the proceeds of the Series 2021 Bonds, the collection and disposition of the revenues and moneys charged with and pledged to the payment of the principal of, interest on and any premium due in connection with the redemption of the Series 2021 Bonds, the terms and conditions on which the Series 2021 Bonds are issued, a description of the special funds created in the Indenture and the nature and extent of the security and pledge afforded thereby for the payment of the principal of, interest on and any premium due in connection with the redemption of the Series 2021 Bonds, and the manner of enforcement of said pledge, the terms and conditions upon which the Series 2021 Bonds will be deemed to be paid at or prior to maturity or redemption of the Series 2021 Bonds upon the making of provision for the full or partial payment thereof, the rights of the Owners upon the occurrence of an Event of Default, the rights, duties, immunities and obligations of the Authority and the members of the Board of the Authority and also the rights and remedies of the registered owners of the Bonds. The Indenture permits amendments thereto with the approval of the Owners of not less than a majority or, in certain instances, 100% in aggregate principal amount of the Bonds at the time Outstanding, as defined in the Indenture. The Indenture also contains provisions permitting the Authority and the Trustee to enter into amendments to the Indenture without the consent of the Owners of the Bonds for certain purposes, as set forth in the Indenture. This Series 2021 Bond is issued with the intent that the laws of the State of Colorado shall govern its legality, validity, enforceability and construction. It is hereby certified, recited and declared that all acts, conditions and things required to exist, happen and be performed precedent to and in the execution and delivery of the Indenture, and the issuance of this Series 2021 Bond do exist, have happened and have been performed in due time, form and manner as required by law. This Series 2021 Bond shall not be valid or become obligatory for any purpose or be entitled to any security or benefit under the Indenture, unless it shall have been authenticated by an authorized signatory of the Trustee. 4 IN WITNESS WHEREOF, the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge has caused this Series 2021 Bond to be executed in its name by the signature of its Chair of the Board of Commissioners and its corporate seal to be hereunto impressed or imprinted hereon and attested by the signature of its Executive Director as of the date specified above. WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A/ RENEWAL WHEAT RIDGE [SEAL] By Attest: By Chair, Board of Commissioners Executive Director CERTIFICATE OF AUTHENTICATION This bond is one of the Series 202 l Bonds of the issue described in the above-referenced Indenture. Dated: November 9, 2021 BOKF, N.A., as Trustee 5 6 ASSIGNMENT (The Trustee may require the payment, by the Owner of any Bond requesting transfer, of any reasonable charges, as well as any taxes, transfer fees or other governmental charges required to be paid with respect to such transfer.) FOR VALUE RECEIVED the undersigned hereby sells, assigns and transfers unto _______________________ the within Bond and all rights thereunder, and hereby irrevocably constitutes and appoints_________________ attorney to transfer the within Bond on the records kept for registration thereof, with full power of substitution in the premises. Dated: Signature Signature Guaranteed: Signature Guaranteed by a Member of a Medallion Signature Program Address of Transferee: ____________________________________ ____________________________________ ____________________________________ Social Security or other Tax Identification Number of Transferee: NOTE: The signature to this Assignment must correspond with the name as written on the face of the within Bond in every particular, without alteration or enlargement or any change whatsoever. EXHIBIT H (Attached Facsimile Signature Certificates) 1 TAX COMPLIANCE AND NO ARBITRAGE CERTIFICATE $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 The undersigned hereby certifies for and on behalf of the Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Authority”) and hereby certifies to the statements contained herein in this Tax Compliance and No Arbitrage Certificate (the “Tax Certificate”). I. IN GENERAL Section 1.1 General This Tax Certificate is entered into by the Authority on November 9, 2021 (the “Issue Date”) in connection with the Authority’s issuance of its $42,105,000 Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 (the “Series 2021 Bonds”). The undersigned is an officer of the Authority delegated the responsibility for issuing the Series 2021 Bonds. The Authority is a public body corporate and politic and has been duly created, organized, established and authorized by the City of Wheat Ridge, Colorado (the “City”) to transact business and exercise its powers as an urban renewal authority, all under and pursuant to the Colorado Urban Renewal Law, constituting part 1 of Article 25 of Title 31, Colorado Revised Statutes. The Authority also adopted an authorizing resolution on June 15, 2021 (the “Bond Resolution”). The Bonds are being issued pursuant to an Indenture of Trust (the “Indenture”) dated the date hereof between the Authority and BOKF, N.A., as trustee. In order for interest on the Series 2021 Bonds to be excluded from gross income for federal income tax purposes under the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), and regulations or rulings promulgated or proposed thereunder (the “Treasury Regulations”), certain restrictions under the Code and Treasury Regulations must be complied with. The Authority desires to make certain certifications and representations and enter into certain covenants for the benefit of the bondholders in order to ensure that interest on the Series 2021 Bonds will be and remain excludable from gross income for federal income tax purposes, and for the purpose of evidencing compliance with and setting forth procedures which are designed to comply with certain provisions of the Code and Treasury Regulations. This Tax Certificate is based on the facts and expectations in existence on the Issue Date. The Authority has made reasonable inquiries into factual matters set forth or otherwise contemplated in this Tax Certificate. The expectations set forth in this Tax Certificate are reasonable within the meaning of Sections 1.148-1(b) and 1.148-2(b) of the Treasury Regulations. The Authority has made reasonable inquiries into factual matters relating to this Tax Certificate that are not otherwise within their respective knowledge or control. No matters 2 have come to the attention of the Authority that would make unreasonable or incorrect the expectations or representations set forth in this Tax Certificate. The Authority is not aware of any facts or circumstances that would cause the Authority to question the accuracy or reasonableness of any representation or certification made in this Tax Certificate. Section 1.2 Definitions For purposes of this Tax Certificate, capitalized terms shall have the meanings specified in Exhibit A hereto. Any terms not defined in Exhibit A hereto shall have the meanings set forth in the Indenture. Section 1.3 Purpose of the Series 2021 Bonds; Refunded Loan The Proceeds of the Series 2021 Bonds are being used for the purpose of (i) funding improvements in the I-70/Kipling Corridors urban renewal project area (the “2021 Improvement Project”); (ii) current refunding the Authority’s Tax-Exempt Loan dated October 18, 2018 (the “Refunded Loan”); (iii) funding capitalized interest on the Series 2021 Bonds; (iv) funding a reserve fund; and (v) paying the costs of issuing the Series 2021 Bonds. The Refunded Loan was issued to finance public improvements including water and sanitation improvements, traffic and safety control improvement, park and recreation improvements and transportation improvements (the “Refunded Improvement Project,” and together with the 2021 Improvement Project, the “Improvement Projects”). The Refunded Loan will be redeemed on the date of issuance of the Series 2021 Bonds. The Refunded Loan was secured by a reserve fund (the “2018 Reserve Fund”). Moneys on deposit in the 2018 Reserve Fund in the amount of $626,039.85 will be applied to the prepayment and redemption in whole of the Refunded Loan on the date hereof. Other than the 2018 Reserve Fund, there are no unexpended proceeds of the Refunded Loan. Section 1.4 No Over-Issuance The estimated total cost to finance the 2021 Improvement Project and refund the Refunded Loan, together with financing the costs of issuance of the Series 2021 Bonds and funding the reserve fund and capitalized interest, is not less than the sum of the Sale Proceeds and Investment Proceeds to be derived therefrom. Accordingly, Proceeds of the Series 2021 Bonds, together with investment income thereon, do not exceed the amount necessary to provide financing for such purposes. Section 1.5 Source and Use of Funds The expected sources and uses of funds available to the Authority in connection with the issuance of the Series 2021 Bonds is as set forth in Exhibit C hereto. 3 II. ARBITRAGE YIELD RESTRICTION Section 2.1 Issue Price and Yield (a) Piper Sandler, Inc., as the underwriter (the “Underwriter”), has certified in the Issue Price Certificate attached hereto as Exhibit D that the first price at which it sold ten percent (10%) of each maturity of the Series 2021 Bonds are set forth in Schedule A to the Issue Price Certificate. Based on the Underwriter’s representations therein, the issue price of the Series 2021 Bonds is $50,303,367.10 (the “Issue Price”), consisting of the aggregate principal amount of the Series 2021 Bonds of $42,105,000.00 plus original issue premium of $8,198,367.10. (b) The Series 2021 Bonds are a fixed yield issue. The Yield on the Series 2021 Bonds has been calculated in accordance with Section 1.148-4(b) of the Treasury Regulations to be not less than 1.8696%. (c) For purposes of calculating the yield on the Series 2021 Bonds, the 2032 through 2040 maturities were treated as having been redeemed on the first optional redemption date that produces the lowest yield on such maturities. Section 2.2 Costs of Issuance Fund Proceeds of the Series 2021 Bonds allocated to finance the costs of issuance of the Series 2021 Bonds will be deposited to the Costs of Issuance Fund and expended within one year of the Issue Date of the Series 2021 Bonds. The Proceeds deposited to the Costs of Issuance Fund are subject to the Rebate Requirement. Section 2.3 Bond Fund All payments of principal of and interest on the Series 2021 Bonds are expected to be made from the debt service fund established by the Authority and held by the Trustee under the Indenture (the “Bond Fund”). The Bond Fund will serve as a debt service fund for the payment of principal of and interest on the Series 2021 Bonds. Amounts deposited into the Bond Fund which are required to pay a portion of the next maturing principal of and next due interest on the Series 2021 Bonds are expected to be deposited monthly (but not more than one year prior to such payment). It is expected that all such amounts, together with investment income thereon other than the Proceeds of the Series 2021 Bonds deposited to the Bond Fund to fund capitalized interest on the Bonds, will be used to pay such principal and interest within 13 months from the date of receipt. Amounts deposited to the Bond Fund, other than Proceeds deposited therein to fund capitalized interest on the Series 2021 Bonds, are funds which will be used primarily to achieve proper matching of net revenues and debt service within each Bond Year, and each will be fully depleted at least once a year, except for reasonable carryover amounts not to exceed, in the aggregate, (i) the earnings on such funds for the immediately preceding Bond Year, or (ii) one twelfth of the principal and interest payments on the Series 2021 Bonds for the immediately preceding Bond Year. Accordingly, such amounts may be invested at an unrestricted yield pursuant to Section 1.148 2(e)(5)(ii) of the Treasury Regulations. 4 Section 2.4 Capitalized Interest Deposit to the Bond Fund Proceeds of the Series 2021 Bonds deposited to the Bond Fund to fund capitalized interest on the Series 2021 Bonds will be expended to fund capitalized interest on a portion of the Series 2021 Bonds and shall be subject to the investment restrictions described in Section 2.5 below. Additionally, such amounts are subject to the Rebate Requirement. Section 2.5 Improvement Project Proceeds The Authority reasonably expects as follows with respect to the Proceeds of the Series 2021 Bonds (the “Improvement Project Proceeds”) that will be deposited to a project fund established by the Authority and expended to finance the 2021 Improvement Project (the “Project Fund”): Authority will allocate at least 85 percent of the Net Sale Proceeds of the Improvement Project Proceeds to expenditures for the 2021 Improvement Project within three years of the Issue Date (See Exhibit F); The Authority has incurred or within six months of the Issue Date will incur substantial binding obligations to unrelated third parties to spend at least five percent of the Net Sale Proceeds of the Improvement Project Proceeds on expenditures for the 2021 Improvement Project; and The completion of the 2021 Improvement Project and the allocation of Proceeds of the Series 2021 Bonds to expenditures will proceed with due diligence to completion. Based on the foregoing set forth in subsection (a) above, the Improvement Project Proceeds may be invested without regard to Yield limitation for a temporary period of three years following the Issue Date (the “Project Fund Temporary Period”). After the expiration of the Project Fund Temporary Period, the Improvement Project Proceeds may not be invested in Nonpurpose Investments that bear a Yield in excess of one-eighth of one percent (0.125 percent) above the Yield on the Series 2021 Bonds. The Improvement Project Proceeds are subject to the Rebate Requirement. Section 2.6 Reserve Fund The Reserve Fund will be funded with the Proceeds of the Series 2021 Bonds in the amount of $4,210,500.00 (the “Reserve Fund Amount”). The Underwriter has represented in the Issue Price Certificate that the establishment of the Reserve Fund in the amount thereof is reasonably required, in that the establishment of the Reserve Fund at the level of funding equal to the Reserve Fund Amount was a material factor in selling the Series 2021 Bonds at the lowest possible Yields. The Reserve Fund Amount does not exceed an amount equal to the least of (a) ten percent of the Issue Price of the Series 2021 Bonds, (b) the maximum annual principal and interest requirements on the Series 2021 Bonds, or (c) 125 percent of the average annual principal and interest requirements on the Series 2021 Bonds (collectively, the “Maximum 5 Unrestricted Yield Reserve Size”). Based on the Authority’s representations and expectations set forth herein and to the extent that such representations and expectations remain accurate, should the Reserve Fund be funded with cash in the future, the Reserve Fund Amount may be invested without regard to Yield limitation. Amounts held in the Reserve Fund constituting Proceeds of the Series 2021 Bonds in excess of the Maximum Unrestricted Yield Reserve Size may not be invested in Investments having a Yield that exceeds the Yield on the Series 2021 Bonds by more than one-eighth of one percent (0.125 percent). Amounts held in the Reserve Fund are subject to the Rebate Requirement. Section 2.7 Current Refunding of the Refunded Loan Proceeds of the Series 2021 Bonds will be expended to current refund the Refunded Loan on November 9, 2021, which is within 90 days of the Issue Date of the Series 2021 Bonds. Accordingly, the Proceeds of the Series 2021 Bonds allocated to current refund the Refunded Loan may be invested without regard to investment yield restriction. Section 2.8 No Other Funds; No Replacement Proceeds Except as set forth in this Tax Certificate: No debt service fund, redemption fund, reserve fund, replacement fund or similar fund or account has been or will be created or established from which the principal of or premium, if any, or interest on the Series 2021 Bonds (or any portion thereof) is expected to be directly or indirectly paid; There will be no amounts (A) that are directly or indirectly pledged to pay the principal of or premium, if any, or interest on the Series 2021 Bonds, and (B) with respect to which there is any reasonable assurance that such amount will be available to pay principal or interest on the Series 2021 Bonds if the Authority encounters financial difficulties; and There are and will be no other amounts that have a sufficient nexus with the Series 2021 Bonds or its governmental purpose to conclude that the amounts would have been used for that governmental purpose if the Proceeds of the Series 2021 Bonds were not used or to be used for that purpose. As set forth in Exhibit B, the weighted average maturity of the Series 2021 Bonds does not exceed 120% of the combined economic useful life of the Improvement Projects. Accordingly, the Series 2021 Bonds will not be outstanding longer than reasonably necessary under Section 1.148-1(c)(4)(i) of the Treasury Regulations. Accordingly, except as set forth in this Tax Certificate, there will be no Replacement Proceeds of the Series 2021 Bonds within the meaning of Section 1.148-1(c) of the Treasury Regulations. 6 Section 2.9 No Abusive Arbitrage Device There is no action being taken in connection with the issuance of the Series 2021 Bonds that (a) has the effect of enabling the Authority to obtain a material financial advantage by exploiting the difference between taxable and tax exempt interest rates (apart from the savings attributable to lower interest rates), or (b) results in the Authority issuing more tax-exempt obligations, issuing tax-exempt obligations earlier or allowing tax-exempt obligations to remain outstanding longer than is otherwise reasonably necessary to accomplish the governmental purpose of the Series 2021 Bonds. III. ARBITRAGE REBATE AND LIMITATION ON NONPURPOSE INVESTMENTS Section 3.1 In General Interest on the Series 2021 Bonds will not be excluded from gross income for federal income tax purposes under Section 103(a) of the Code unless the arbitrage rebate requirement of section 148(f) of the Code is met. Under Sections 1.150-1(c)(3)(ii) and 1.148-9(h)(1)(ii) of the Treasury Regulations, the arbitrage rebate requirement is generally applied to the Series 2021 Bonds in the aggregate. Under this requirement, the Authority generally must pay to the United States the excess of the amount earned on Nonpurpose Investments over the amount that would have been earned on such investments had the amount so invested been invested at a rate equal to the Yield on the Series 2021 Bonds, together with any income attributable to such excess, with certain exceptions. Section 3.2 Spending and Small Issuer Exceptions The Code and Treasury Regulations provide certain exceptions to the arbitrage rebate requirement under which some or all of the Proceeds of a tax-exempt obligation will be treated as meeting the arbitrage rebate requirement if certain requirements are met relating to the spending of Proceeds. Under Section 148(f)(4)(B) of the Code and Section 1.148-7(c) of the Treasury Regulations, an issue is treated as meeting the arbitrage rebate requirement if (A) the Gross Proceeds of the issue (excluding amounts in a reasonably required reserve fund or a bona fide debt service fund, and excluding unanticipated Gross Proceeds arising more than 6 months after the Issue Date) are spent for the governmental purposes of the issue within 6 months of the Issue Date, and (B) the arbitrage rebate requirement is met with respect to any Gross Proceeds not required to be so spent. Under Section 1.148-7(d) of the Treasury Regulations, an issue is treated as meeting the arbitrage rebate requirement if: (A) the Gross Proceeds of the issue (excluding amounts in a reasonably required reserve fund or a bona fide debt service fund, and excluding unanticipated Gross Proceeds arising more than 18 months after the Issue Date) are expended for the governmental purposes of the issue in accordance with the following schedule measured from the Issue Date: (1) at least 15 percent within 6 months, (2) at least 60 percent within 1 year, and (3) 100 percent within 18 months; (B) the arbitrage rebate requirement is otherwise met with respect to amounts not required to 7 be so spent; and (C) all of the Gross Proceeds of the issue qualify for the initial temporary period for capital expenditures under section 1.148-2(e)(2) of the Treasury Regulations. Under Section 148(f)(4)(C) and Section 1.148-7(e) of the Treasury Regulations, the Available Construction Proceeds of a Construction Issue are treated as meeting the arbitrage rebate requirement if the Available Construction Proceeds are expended for the governmental purposes of the issue in accordance with the following schedule measured from the Issue Date--(A) at least 10 percent within 6 months, (B) at least 45 percent within 1 year, (C) at least 75 percent within 18 months, and (D) at least 100 percent within 2 years. In accordance with Section 148(f)(4)(D) (the “Small Issuer Exception” requirements) of the Code, an issue is treated as meeting the arbitrage rebate requirement provided it satisfies the following requirements: (i) it is a governmental unit of the State of Colorado and is empowered to exercise general taxing powers; (ii) the tax-exempt obligation is not a “private activity bond” as defined in Section 141 of the Code; (iii) ninety-five percent (95%) or more of the net proceeds of the tax-exempt obligation are to be used for local governmental activities of the Authority; and (iv) the aggregate face amount of the tax-exempt obligations (other than private activity bonds as defined in Section 141 of the Code and certain current refunding bonds described in Section 148(f)(4)(D) of the Code) issued by the Authority during calendar year 2021 is not expected to exceed $5,000,000. Except to the extent an exception applies as described in Paragraphs (a) or (b) above, all funds and accounts treated as Gross Proceeds are subject to the requirement of Section 148(f) of the Code, other than the Bond Fund for any Bond Year during which earnings on such fund are less than $100,000 (all such funds and accounts are herein referred to as the “Funds and Accounts”). Section 3.3 Calculation of Rebate Amount For each Nonpurpose Investment subject to the arbitrage rebate requirement, the Authority shall record the purchase date of such investment, its purchase price, its Value as of each Computation Date, accrued interest due on its purchase date, its face amount, its coupon rate, its Yield, the frequency of its interest payment, its disposition price, accrued interest due on its disposition date and its disposition date. With respect to each Computation Date, the Authority shall determine or cause to be determined the amount of Nonpurpose Receipts and shall determine the Future Value of all Nonpurpose Receipts as of the Computation Date. With respect to each Computation Date, the Authority shall determine or cause to be determined the amount of Nonpurpose Payments and shall determine the Future Value of all Nonpurpose Payments as of the Computation Date. For each Computation Date, the Authority shall calculate or cause to be calculated the Rebate Amount, an amount equal to the sum of all amounts determined in subsection (b) of this Section, less the amounts determined in subsection (c) of this Section (which amount may be equal to but shall not be less than $0.00). 8 Section 3.4 Payment to United States Unless the Series 2021 Bonds have been paid or redeemed prior to such time, within 60 days after each Installment Computation Date, the Authority shall pay to the United States an amount that, when added to the Future Value, as of the Installment Computation Date, of previous payments made to the United States under this subsection, equals at least 90 percent of the Rebate Amount as of the Installment Computation Date. The Authority shall pay to the United States, not later than 60 days after the Final Computation Date, an amount that, when added to the Future Value of previous payments to the United States under this subsection, equals 100 percent of the Rebate Amount as of the Final Computation Date. The Authority shall mail each installment payable under subsection (a) of this Section to the appropriate Internal Revenue Service Center. Each payment shall be accompanied by a copy of such Form as the Internal Revenue Service may require and a statement summarizing the determination of the Rebate Amount. Section 3.5 Fair Market Value Requirement With respect to Gross Proceeds of the Series 2021 Bonds, the Authority will not purchase a Nonpurpose Investment for an amount greater than, or sell a Nonpurpose Investment for an amount less than, the fair market value of the Nonpurpose Investment as of the purchase or sale date, adjusted to take into account qualified administrative costs (as defined in Section 1.148- 5(e)(2) of the Treasury Regulations) allocable to the investment. The purchase of any certificate of deposit or guaranteed investment contract shall be done in accordance with the safe harbor procedures provided in Section 1.148-5(d)(6) of the Treasury Regulations, or their successor provisions. Section 3.6 Recordkeeping In connection with the rebate requirement, the Authority shall maintain (i) all records pertaining to expenditure and investment of Proceeds of the Series 2021 Bonds and the Refunded Loan, (ii) all records pertaining to use of the Improvement Project, and (iii) all records of rebate calculations and amounts paid to the United States pursuant to Section 3.4 above for each of the Series 2021 Bonds and the Refunded Loan. The Authority shall maintain such records until four years after the retirement of the later of (a) the last obligation of the issue comprised of the Series 2021 Bonds or (b) the last tax-exempt obligation issued to refund the Series 2021 Bonds. IV. OTHER TAX MATTERS Section 4.1 No Private Activity Bonds It is reasonably expected, and the Authority hereby covenants, that: Not more than 10 percent of the Proceeds of the Series 2021 Bonds or the Improvement Projects will be used, directly or indirectly, in a trade or business carried on by any person other than a governmental unit (other than use as a member of the general public) within the meaning of Section 141 of the Code and Section 1.141-3 of the Treasury Regulations; and 9 Proceeds of the Series 2021 Bonds will not be used in an amount exceeding the lesser of 5 percent of the Proceeds of the Series 2021 Bonds or $5,000,000 to directly or indirectly make or finance loans to persons other than governmental units within the meaning of Section 141 of the Code and Section 1.141-5 of the Treasury Regulations. If the use of the Proceeds of the Series 2021 Bonds changes such that the certifications provided in subsections (a) of this Section 4.1 are no longer true, the Authority will take such action, including the redemption of some or all of the Series 2021 Bonds then outstanding, as is necessary to maintain the tax-exempt status of the interest on the Series 2021 Bonds. Section 4.2 Series 2021 Bonds Not Federally Guaranteed The payment of principal or interest on the Series 2021 Bonds will not be guaranteed, in whole or in part, by the United States, or any agency or instrumentality thereof. Less than 5 percent of the Proceeds of the Series 2021 Bonds, if any, will be (i) used in making loans the payment of principal or interest on which are guaranteed, in whole or in part, by the United States, or any agency or instrumentality thereof, or (ii) invested, directly or indirectly, in federally insured deposits or accounts. The payment of principal or interest on the Series 2021 Bonds is not otherwise indirectly guaranteed, in whole or in part, by the United States, or an agency or instrumentality thereof. Paragraphs (a) through (c) of this Section 4.2 do not apply to (i) Proceeds of the Series 2021 Bonds invested for an initial temporary period until needed for the purpose for which the Series 2021 Bonds was issued, (ii) investments in the Bond Fund, or (iii) investments in Series 2021 Bonds issued by the United States Treasury. Section 4.3 Information Return The Authority will file or cause to be filed with the Internal Revenue Service, not later than the 15th day of the second calendar month after the close of the calendar quarter in which the Series 2021 Bonds are issued, a completed and signed Form 8038-G. The information reported on that return will be true, correct and complete to the best of the knowledge and belief of the undersigned. Section 4.4 Not Hedge Bonds As of the Issue Date of the Series 2021 Bonds, the Authority reasonably expects that at least 85 percent of the spendable proceeds of the “new money” portion of the Series 2021 Bonds will be used by the Authority to carry out the governmental purposes of the Series 2021 Bonds within the 3-year period beginning on the Issue Date of the Series 2021 Bonds. The reasonableness of the Authority’s expectation is in no way based on expectations as to changes in interest rates or changes in federal tax law, or in regulations or rulings thereunder. See Exhibit F. 10 Not more than 50 percent of the “new money” portion of the spendable proceeds of the Series 2021 Bonds will be invested in Nonpurpose Investments having a substantially guaranteed yield for four years or more. The Refunded Loan was not a “hedge bond” within the meaning of Section 149(g) of the Code. Accordingly, based on the foregoing, the Authority represents that the Series 2021 Bonds will not constitute a “hedge bond” within the meaning of Section 149(g) of the Code. Section 4.5 Entire Issue There are no other tax-exempt obligations of the Authority that are or will be: Sold within 15 days of the Series 2021 Bonds; Sold pursuant to the same plan of financing as the Series 2021 Bonds; and Reasonably expected to be paid from substantially the same source of funds as the Series 2021 Bonds, determined without regard to guarantees from unrelated parties. Accordingly, no other obligations of the Authority will be considered part of the same issue as the Series 2021 Bonds within the meaning of Section 1.150-1(c) of the Treasury Regulations. Section 4.6 Additional Tax Covenants The Authority hereby covenants for the benefit of the holders of the Series 2021 Bonds that the Authority (i) will not make any use of the Proceeds of the Series 2021 Bonds, any fund reasonably expected to be used to pay debt service on the Series 2021 Bonds or any other fund of the Authority, (ii) shall not make any use of the Improvement Projects financed and refinanced with Proceeds of the Series 2021 Bonds and (iii) shall not take (or omit to take) any other action with respect to the Series 2021 Bonds, the Proceeds thereof or otherwise, if such use, action or omission would, under the Code, cause the interest on the Series 2021 Bonds to be included in gross income for federal income tax purposes. Further, the Authority hereby covenants for the benefit of the holders of the Series 2021 Bonds, that the Authority will not take (or omit to take) or permit or suffer any action to be taken, if the result of the same would cause the Series 2021 Bonds to be an “arbitrage bond” within the meaning of Section 148 of the Code, including for such purposes, to the extent applicable, the arbitrage rebate requirement of Section 148(f) of the Code. The Authority has adopted post-issuance compliance procedures and hereby covenants to comply with the procedures set forth therein. Copies of such procedures are attached hereto as Exhibit E. [Signature to Follow] A-1 Exhibit A DEFINITIONS “Available Construction Proceeds” means an amount of Gross Proceeds equal to the Issue Price, increased by earnings on such amounts, earnings on any reasonably required reserve or replacement fund not funded by the issue, and earnings on all of the foregoing earnings, and reduced by the amount of Sale Proceeds deposited in a reasonably required reserve fund and by the amount of Gross Proceeds used for costs of issuance. Notwithstanding the preceding sentence, earnings on a reasonably required reserve or replacement fund are Available Construction Proceeds only to the extent that those earnings accrue before the earlier of the date construction is substantially completed or the date that is 2 years after the Issue Date. The Authority may elect, on or before the Issue Date, to exclude earnings on a reasonably required reserve or replacement fund from Available Construction Proceeds. “Adjusted Income” means the adjusted income of a person (together with the adjusted income of all persons who intend to reside with such person in one residential unit) calculated pursuant to Section 142(d)(2)(B) of the Code. “Bond Year” means each one-year period (or shorter period beginning on the Issue Date or ending on the final maturity date of the Series 2021 Bonds) ending at the close of business on the day selected by the Authority. If no day is selected by the Authority before the earlier of the final maturity date of the Series 2021 Bonds or the date that is five years after the Issue Date of the Series 2021 Bonds, each Bond Year ends on each anniversary of the Issue Date of the Series 2021 Bonds. “Computation Date” means an Installment Computation Date or the Final Computation Date. “Computation Period” means the period between Computation Dates. “Construction Issue” means any issue (i) that is not a refunding issue, (ii) any private activity bonds that are a part of which consist of either qualified 501(c)(3) bonds or private activity bonds issued to finance property to be owned by a governmental unit or a 501(c)(3) organization, and (iii) for which the Authority reasonably expects that at least 75 percent of the Available Construction Proceeds will be allocated to construction expenditures (as opposed to expenditures for the acquisition of land or existing property) for property owned by a governmental unit or a 501(c)(3) organization. “Final Computation Date” means, with respect to the Series 2021 Bonds, the date the last bond that is part of the same issue as the Series 2021 Bonds is discharged. “Fixed Rate Investment” means any investment whose yield is fixed and determinable on its Issue Date. “Future Value” of a payment or receipt at the end of any period is determined under the economic accrual method and equals the value of that payment or receipt when it is paid or received (or treated as paid or received), plus interest assumed to be earned and compounded A-2 over the period at a rate equal to the Yield on the Series 2021 Bonds, using the same compounding interval and financial conventions used to compute that yield. “Gross Proceeds” means gross proceeds as defined in Section 1.148-1(b) of the Treasury Regulations, as reduced by operation of the universal cap rule under Section 1.148-6(b)(2) of the Treasury Regulations. “Installment Computation Date” means, with respect to the Series 2021 Bonds, the last day of any Bond Year selected by the Authority ending not later than 5 years after the Issue Date of the Series 2021 Bonds, and the last day of the fifth and each succeeding fifth Bond Year. “Investment Proceeds” means investment proceeds as defined in Section 1.148-1(b) of the Treasury Regulations. “Investment Property” means any security (within the meaning of Section 165(g)(2)(A) or (B) of the Code), obligation, annuity contract or investment-type property. Such term shall not include any “tax-exempt bond” as defined in Section 1.150-1(b) of the Treasury Regulations. “Issue Date” means November 9, 2021. “Nonpurpose Investment” means any Investment Property in which Gross Proceeds of the Series 2021 Bonds are invested and which is not acquired to carry out the governmental purpose of the Series 2021 Bonds. “Nonpurpose Payment” means (i) any amount actually or constructively paid to acquire a Nonpurpose Investment (including any payment for “qualified administrative costs” as defined in Section 1.148-5(e) of the Treasury Regulations), (ii) for a Nonpurpose Investment that is first allocated to the Series 2021 Bonds or that becomes subject to the rebate requirement under Section 148(f) of the Code on a date after it is actually acquired, the Value of the investment on that date, (iii) for a Nonpurpose Investment that was allocated to the Series 2021 Bonds at the end of the preceding Computation Period, the Value of the investment at the beginning of the Computation Period, (iv) on the last day of each Bond Year during which there are amounts allocated to Gross Proceeds of the Series 2021 Bonds that are subject to the rebate requirement, and on the final maturity date of the Series 2021 Bonds, a computation credit of $1,780.00 (as adjusted annually pursuant to the Treasury Regulations), and (v) any yield reduction payment on Nonpurpose Investments made to United States pursuant to Section 1.148-5(c) of the Treasury Regulations. “Nonpurpose Receipt” means (i) any amount actually or constructively received from a Nonpurpose Investment, including earnings and return of principal, (ii) for a Nonpurpose Investment that ceases to be allocated to the Series 2021 Bonds or that ceases to be subject to the rebate requirement under Section 148(f) of the Code on a date earlier than its disposition or redemption date, the Value of the investment on that date, and (iii) for a Nonpurpose Investment that is held at the end of a Computation Period, the Value of the investment on that date. “Plain Par Investment” means an investment that is an obligation (i) issued with an original issue discount or premium of no more than two percent of its stated redemption price at maturity (disregarding any original issue premium that is attributable exclusively to reasonable A-3 underwriters’ compensation), or, if acquired on a date other than its issue date, acquired with a market discount or premium of no more than two percent of its stated redemption price at maturity; (ii) issued for a price that does not include more than one year’s accrued interest or accrued interest to be paid more than one year after the issue date; (iii) that bears interest from its issue date at a single, stated, fixed rate, or that is a variable rate debt instrument under Section 1275 of the Code, in either case with interest unconditionally payable at least annually; and (iv) that has a lowest stated redemption price that is not less than its outstanding stated principal amount. “Present Value” of an investment on a date means the present value of all unconditionally payable receipts to be received from and payments to be paid for the investment after that date, using the Yield on the investment as the discount rate, computed under the economic accrual method, using the same compounding interval and financial conventions used to compute the Yield on the Series 2021 Bonds. “Proceeds” means any proceeds as defined in Section 1.148-1(b) of the Treasury Regulations. “Rebate Amount” means, with respect to the Series 2021 Bonds, the amount computed as described in Section 3.3 of the Tax Certificate. “Transferred Proceeds” means any transferred proceeds as defined in Section 1.148-1(b) of the Treasury Regulations. “Value” of an investment on a date means, except as provided in the following sentence, the value determined under one of the following methods: (i) for a Plain Par Investment, its outstanding principal amount, plus any accrued interest, on that date; (ii) for a Fixed Rate Investment, its Present Value on that date; or (iii) its fair market value on that date. Any yield restricted investment must be valued at Present Value, and any other investment that is first allocated to or from an issue as a result of a deemed acquisition or disposition (other than by reason of the transferred proceeds allocation rule under Section 1.148-9(b) of the Treasury Regulations or the universal cap rule under Section 1.148-6(b)(2) of the Treasury Regulations) must be valued at fair market value on the date of the deemed acquisition or disposition, except for investments in a commingled fund (other than a bona fide debt service fund) unless it is a commingled fund described in Section 1.148-6(e)(5)(iii) of the Treasury Regulations. “Variable Rate Investment” means any investment that is not a Fixed Rate Investment. “Yield” means, with respect to the Series 2021 Bonds, yield computed under Section 1.148-4 of the Treasury Regulations, or with respect to Nonpurpose Investments, yield computed under Section 1.148-5 of the Treasury Regulations, and otherwise means, except as specifically modified herein, that yield with semiannual compounding which when used in computing the Future Value of all payments of principal and interest on an obligation produces an amount equal to its purchase price. B-1 Exhibit B IMPROVEMENT PROJECTS - ECONOMIC LIFE ANALYSIS The combined economic useful life of the Improvement Projects financed and refinanced with Proceeds of the Series 2021 Bonds is at least 18.0 years. The weighted average maturity of the Series 2021 Bonds is 13.094. Accordingly, the weighted average maturity of the Series 2021 Bonds does not exceed 120 percent of the remaining economic useful life of the Improvement Projects. C-1 Exhibit C SOURCES AND USES STATEMENT Sources and Uses of Proceeds of the Series 2021 Bonds Tax Increment Revenue Bonds Series 2021 Tax Increment Revenue Refunding Bonds Series 2021 (Refunding 2018) Total Sources: Par Amount $36,525,000.00 $5,580,000.00 $42,105,000.00 Premium 7,305,940.80 892,426.30 8,198,367.10 Other Sources of Funds: DSRF Release 626,039.85 626,039.85 $43,830,940.80 $7,098,466.15 $50,929,406.95 Uses: Project Fund Deposits: Project Fund $36,310,977.88 $36,310,977.88 Refunding Escrow Deposits: Cash Deposit $6,430,993.75 6,430,993.75 Other Fund Deposits: Debt Service Reserve Fund 3,652,500.00 558,000.00 4,210,500.00 Capitalized Interest Fund 3,148,862.50 3,148,862.50 Delivery Date Expenses: Cost of Issuance 262,037.92 39,722.40 301,760.32 Underwriter's Discount 456,562.50 69,750.00 526,312.50 $43,830,940.80 $7,098,466.15 $50,929,406.95 D-1 Exhibit D ISSUE PRICE CERTIFICATE (Attached) $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 The undersigned, on behalf of Piper Sandler & Co. (“Piper”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the Bonds As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Defined Terms. (a) Issuer means the Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance and No Arbitrage Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. A-1 SCHEDULE A SALE PRICES Maturity Date Amount Rate Yield Price Premium (-Discount) 12/01/2022 160,000 4.000% 0.360% 103.851 6,161.60 12/01/2023 1,185,000 4.000% 0.500% 107.167 84,928.95 12/01/2025 740,000 4.000% 0.750% 112.975 96,015.00 12/01/2026 865,000 4.000% 0.910% 115.249 131,903.85 12/01/2027 975,000 4.000% 1.140% 116.702 162,844.50 12/01/2028 1,900,000 5.000% 1.310% 124.808 471,352.00 12/01/2029 1,995,000 5.000% 1.490% 126.567 530,011.65 12/01/2030 2,165,000 5.000% 1.630% 128.280 612,262.00 12/01/2031 2,270,000 5.000% 1.700% 130.398 690,034.60 12/01/2032 2,455,000 4.000% 1.830% 119.856 487,464.80 12/01/2033 2,550,000 4.000% 1.880% 119.350 493,425.00 12/01/2034 2,925,000 4.000% 1.940% 118.745 548,291.25 12/01/2035 3,030,000 4.000% 1.960% 118.544 561,883.20 12/01/2036 3,240,000 4.000% 1.990% 118.244 591,105.60 12/01/2037 3,360,000 4.000% 2.020% 117.944 602,918.40 12/01/2038 3,580,000 4.000% 2.050% 117.645 631,691.00 12/01/2039 3,710,000 4.000% 2.080% 117.347 643,573.70 12/01/2040 5,000,000 4.000% 2.110% 117.050 852,500.00 42,105,000 8,198,367.10 E-1 Exhibit E POST-ISSUANCE PROCEDURES (Attached) WHEAT RIDGE URBAN RENEWAL AUTHORITY, COLORADO Post-Issuance Compliance Policies and Procedures Adopted on April 10,2014 Table of Contents Section 1 - Purpose............................................................................................................................1 Section 2 - Compliance Officer Designation..................................................................................1 Section 3 - Tax-Exempt Debt Borrowings.....................................................................................2 I. Tax Certificates................................... 2 II. Internal Revenue Service Form 8038G - Tax-Exempt Bonds..........................................2 III. Reimbursement Declarations of Official Intent.................................................................2 IV. Qualified Hedge........................................................................................... 2 Section 4 - Use of Debt Proceeds - Tax-Exempt Bonds...............................................................2 I. Private Business Use...........................................................................................................2 II. Sale of Debt-Financed Property.........................................................................................3 III. Remedial Actions................................................................................................................3 IV. Private Loans.......................................................................................................................3 Section 5 - Arbitrage Rebate and Arbitrage Limitations Imposed on Tax-Exempt Debt.....3 I. Hiring an Arbitrage Calculating Agent..............................................................................3 II. Payment of Arbitrage Rebate and Yield Reduction Liability............................................4 III. Yield Restriction Limitations.............................................................................................4 IV. Timely Expenditure of Tax-Exempt Debt Proceeds..........................................................4 Section 6 - Recordkeeping...............................................................................................................4 I. Means of Maintaining Records...........................................................................................4 II. Retention Period..................................................................................................................5 III. Required Records................................................................................................................5 Section 7 - Voluntary Closing Agreement Program.....................................................................6 Section 8 - Annual Compliance and Continuing Education.......................................................6 Section 9 - Miscellaneous.................................................................................................................6 Section 10 - Consultation with Counsel.........................................................................................7 ATTACHMENT 1 - FORM OF ANNUAL COMPLIANCE CHECKLIST ATTACHMENT 2 - IRS PUBLICATION 4079-TAX-EXEMPT GOVERNMENTAL BONDS Wheat Ridge Urban Renewal Authority. Colorado Section 1 - Purpose It is the policy of the Wheat Ridge Urban Renewal Authority, Colorado (the “Authority”) to comply with federal tax law applicable to its tax-exempt debt borrowings (“Tax-Exempt Debt”) to ensure that interest paid on such Tax-Exempt Debt remains exempt from federal income tax. The federal tax law requires compliance with numerous rules and regulations, including but not limited to, filing requirements, yield restriction limitations, arbitrage rebate requirements, use of proceeds and financed projects limitations and recordkeeping requirements. Given the increasing complexity of the federal tax law, the Authority hereby formally adopts the following policies and procedures concerning its Tax-Exempt Debt (the “TE Policies and Procedures”). These TE Policies and Procedures are intended to serve as a guide for the Authority to facilitate compliance with federal tax law applicable to its Tax-Exempt Debt. In the event these policies and procedures conflict, in whole or in part, with the federal tax agreement or federal tax certificate prepared on behalf of the Authority in connection with its borrowing of Tax-Exempt Debt (the “Tax Certificate”), the terms of the applicable Tax Certificate will control. Section 2 - Compliance Officer Designation Mr. Patrick Goff, Executive Director of the Authority, is hereby designated as the Authority’s Compliance Officer. Except as otherwise described herein, the Authority’s designated Compliance Officer (the “Compliance Officer”) will have primary responsibility for ensuring that the Authority’s outstanding Tax-Exempt Debt is, and remains, in compliance with federal tax law. The Authority may appoint a new Compliance Officer from time to time as needed. Also, the Compliance Officer may delegate duties herein as deemed necessary. The Compliance Officer will at all times be aware of the Authority’s obligations set forth in these TE Policies and Procedures, including the Authority’s ongoing recordkeeping and compliance responsibilities associated with its Tax-Exempt Debt. The Compliance Officer will at all times be familiar with these TE Policies and Procedures and will be authorized to consult with third-party professionals (e.g., legal counsel, bond counsel and arbitrage calculating agents), as necessary, to ensure compliance with these TE Policies and Procedures. The Compliance Officer will be familiar with the IRS’s website at www.irs.gov/Tax-Exempt-Bonds and aware that such website contains information, forms and publications pertaining to tax-exempt bonds. Page 1 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado Section 3 - Tax-Exempt Debt Borrowings 1. Tax Certificates. The Tax Certificate (which is generally prepared by bond counsel and signed by the Authority) will serve as the operative document for purposes of establishing reasonable expectations of the Authority as of the date of the borrowing. Each Tax Certificate provides a summary of the federal tax rules applicable to each Tax-Exempt Debt borrowing. Prior to each borrowing, the Compliance Officer will review each Tax Certificate to confirm that the expectations set forth in the Tax Certificate are reasonable and accurate and to become familiar with the requirements set forth therein. II. Internal Revenue Service Form 8038G - Tax-Exempt Bonds. IRS Form 8038-G, Information Return for Tax-Exempt Governmental Obligations (“Form 8038-G”) is generally prepared by bond counsel as of the date of issuance of the Tax-Exempt Debt. The Authority understands that each Form 8038-G must be filed by the Authority with the IRS no later than the 15th day of the 2nd calendar month after the close of the calendar quarter in which the Tax- Exempt Debt is issued. The Compliance Officer will ensure that the proper information is documented in the Form 8038-G. III. Reimbursement Declarations of Official Intent. Under Section 1.150-2 of the Treasury Regulations, the Authority is permitted to use proceeds of Tax-Exempt Debt to reimburse certain expenditures paid before the date of issuance of the Tax-Exempt Debt (subject to certain requirements). One requirement is that the Authority must adopt a declaration of official intent to reimburse expenditures not later than 60 days after the reimbursed expenditure is paid. If proceeds the Tax-Exempt Debt will be used for reimbursement purposes, the Compliance Officer will ensure the timely adoption of such declaration of official intent. IV. Qualified Hedge. If the Authority enters into a qualified hedge (i.e. swap transaction) pursuant to Section 1.148-4(h) of the Treasury Regulations in connection with its Tax-Exempt Debt, the Compliance Officer will ensure compliance with the Treasury Regulations required for integration (to the extent integration is desired by the Authority). Section 4 - Use of Debt Proceeds - Tax-Exempt Bonds L Private Business Use. The Authority will not knowingly take or permit to be taken any action that would cause any of its outstanding Tax-Exempt Debt to become taxable “private activity bonds,” as described below. Generally, an issue of tax-exempt bonds under the Code will be considered taxable “private activity bonds” if more than 5% of the proceeds are used directly or indirectly in any trade or business carried on by a private business user and more than 5% of the debt service is directly or indirectly (1) secured by any interest in property used or to be used in any trade or business carried on by a private business user, or (2) derived from payments made in respect of property used or to be used in any trade or business carried on by a private business user. The Compliance Officer will annually review the “use” of its facilities financed with its outstanding Tax-Exempt Debt for compliance with the applicable use restrictions imposed on tax-exempt financed facilities, as set forth in the Tax Certificate. Prior to entering into certain arrangements that could give rise to an impermissible amount of private business use, the Page 2 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado Compliance Officer will consult with bond counsel before entering into such arrangements that include, but are not limited to, management contracts, operating agreements, licenses, leases, subleases, naming rights agreements, research agreements, cellular tower or solar panel placement agreements, clinical trial agreements, and joint venture or partnership arrangements. In the event the Compliance Officer determines the Authority has entered into an arrangement involving any of its facilities financed with Tax-Exempt Debt which may give rise to an impermissible amount of private business use, the Authority will consult bond counsel to determine whether such arrangement impacts the tax-exempt status of the Authority’s Tax- Exempt Debt. II. Sale of Debt-Financed Property. Prior to selling or otherwise disposing of any facilities financed with outstanding Tax-Exempt Debt, the Compliance Officer will consult with bond counsel to determine what impact, if any, such arrangement would have on the tax-exempt status of the Authority's outstanding Tax-Exempt Debt. III. Remedial Actions. The Compliance Officer will be aware of the remedial action rules contained in Treasury Regulations Section 1.141-12, providing, in certain circumstances, a mechanism to voluntarily remediate violations of the private business tests or private loan financing test. Although the Authority intends that none of its Tax-Exempt Debt will require the application of the remedial action rules, prior to taking any action that would cause its outstanding Tax-Exempt Debt to, absent a remedial action, violate the private business use tests or private loan financing test, the Compliance Officer will consult with bond counsel regarding the applicability of the remedial action rules to such action and the ability to remediate the impacted Tax-Exempt Debt. IV. Private Loans. The Authority’s Tax-Exempt Debt will be considered taxable “private loan bonds” if more than 5% of the proceeds of the Tax-Exempt Debt is used, directly or indirectly, to make or finance loans to private persons. The Authority will not take or permit to be taken any action that would cause any of its Tax-Exempt Debt to be considered taxable “private loan bonds.” The Authority will not loan the proceeds of its Tax-Exempt Debt to any third party without first consulting with bond counsel. The Compliance Officer will consult with bond counsel prior to any such loans being made by the Authority. Section 5 - Arbitrage Rebate and Arbitrage Limitations Imposed on Tax-Exempt Debt I. Hiring an Arbitrage Calculating Agent. With regard to each of the Authority’s outstanding Tax-Exempt Debt borrowings, the Authority will retain an arbitrage calculating agent to (a) determine whether the Tax-Exempt Debt in question qualifies for an exception to the arbitrage rebate rules and (b) perform calculations to ascertain whether an arbitrage rebate payment or yield reduction payment is owed to the IRS, unless, in the judgment of the Authority and in compliance with these TE Policies and Procedures and the Tax Certificate, there is no reasonable prospect of any arbitrage rebate or yield reduction payment liability. The Compliance Officer will coordinate the timely hiring of an arbitrage calculating agent as required by these TE Policies and Procedures. Page 3 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado II. Payment of Arbitrage Rebate and Yield Reduction Liability. The arbitrage calculating agent retained by the Authority (discussed above) will determine whether an arbitrage rebate payment or yield reduction payment is owed to the IRS. If payment is owed to the IRS, the Authority will instruct the arbitrage calculating agent to prepare IRS Form, 803 8-T, Arbitrage Rebate Yield Reduction and Penalty Payment in Lieu of Arbitrage Rebate (“Form 8038-T”). The Compliance Officer or arbitrage calculating agent will remit the Form 8038-T, with the required payment, to the IRS. The Compliance Officer will consult with its arbitrage calculating agent within thirty (30) days of the issue date of its Tax-Exempt Debt as to the required “installment computation dates” for purposes of calculating arbitrage rebate and yield reduction liability. As background, for these purposes, within 60 days after each installment computation date, the Authority must cause to be paid to the Internal Revenue Service at least 90% of the amount of arbitrage rebate and yield reduction payment liability owed. In addition, within 60 days after the final installment computation date, the Authority must cause to be paid to the Internal Revenue Service 100% of the amount of arbitrage rebate and yield reduction payment liability owed. Each completed Internal Revenue Service Form 8038-T, Arbitrage Rebate Yield Reduction and Penalty in Lieu of Arbitrage Rebate, together with full payment in the amount equal to the arbitrage rebate or yield reduction payment liability calculated by the arbitrage calculating agent, must be filed with the Internal Revenue Service at the applicable address which is currently, Internal Revenue Service Center, Ogden, UT 84201. III. Yield Restriction Limitations. For each Tax-Exempt Debt borrowing, the Authority will comply with the applicable yield restriction investment limitations and temporary periods with regard to its outstanding Tax-Exempt Debt, as described in the respective Tax Certificate. The Compliance Officer will monitor the Authority’s compliance with these applicable yield restriction limitations. IV. Timely Expenditure of Tax-Exempt Debt Proceeds. The IRS generally requires that conduit borrowers of Tax-Exempt Debt reasonably expect to spend eighty-five percent of the proceeds of such borrowings within three years of the issue date of such Tax-Exempt Debt. Accordingly, it is the Authority’s policy to utilize tax-exempt financing for projects that it reasonably expects will be substantially completed within three years, unless otherwise approved by bond counsel. Upon receipt of proceeds from Tax-Exempt Debt borrowings, the Compliance Officer will regularly monitor the expenditure of such proceeds. If the majority of such proceeds will not be fully expended within three years of the issue date of the Tax-Exempt Debt, the Compliance Officer will deteimine how quickly such amounts can be spent, and if needed, contact bond counsel to determine whether remedial action as described above (or some other form of action) will be needed. Section 6 - Recordkeeping I. Means of Maintaining Records. The Authority may maintain all records required to be held as described in this Section 6 in paper and/or electronic (e.g., CD, disks, tapes) form. It is the policy of the Authority to maintain as much of its records electronically as feasible. The Compliance Officer will be responsible for verifying the Authority’s continued compliance with Page 4 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado the recordkeeping requirements set forth in this Section 6 with regard to the Authority’s Tax- Exempt Debt. II. Retention Period. The Authority will maintain, or cause to be maintained, all records relating to the tax-exempt status of its Tax-Exempt Debt and the representations, certifications and covenants set forth in its respective Tax Certificates until the date four years after the last outstanding obligation of the issue to which such records and Tax Certificate relate has been retired. If the Authority borrows Tax-Exempt Debt to refund prior debt, the Authority will maintain all of the records described in this Section 6 with respect to the refunded debt as well (whether taxable or tax-exempt) until the date that is four years after the Tax-Exempt Debt, the proceeds of which were used to refund the prior debt, has been retired. For example, if the Authority borrows Tax-Exempt Debt in 2014 (2014 Bonds) to refund Tax-Exempt Debt borrowed in 2009 (2009 Bonds), the Authority will maintain the records described herein with respect to the 2009 Bonds until the date four years after the date the last outstanding 2014 Bond has been retired. If the 2009 Bonds themselves refunded prior debt, the Authority will also maintain records related to such prior debt for the same period of time. III. Required Records. The Authority will maintain detailed records with respect to the following: A. Transcript of Proceedings for the Authority’s Tax-Exempt Debt. B. Documentation evidencing the expenditure of proceeds of the Authority’s Tax-Exempt Debt. C. Documentation evidencing any private business use of facilities financed with proceeds of the Authority’s Tax-Exempt Debt. D. Documentation evidencing all sources of payment or security for the Authority’s Tax-Exempt Debt. E. Documentation pertaining to any investment of proceeds of the Authority’s Tax-Exempt Debt, including documentation pertaining to broker’s fees paid (if at all) or other administrative costs with respect to such investments. F. Records of arbitrage rebate payment and yield reduction payment calculations performed by the arbitrage calculating agent (irrespective of whether any amount was determined to be owed to the Internal Revenue Service), as well as records related to any arbitrage rebate payments or yield reduction payments made to the Internal Revenue Service, including the calculations performed by the arbitrage calculating agent substantiating such payments, together with the Internal Revenue Service Page 5 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, that accompanied all such payments. G. Documentation authorizing the reimbursement of expenditures using proceeds of the Tax-Exempt Debt. H. Appraisals, demand surveys and feasibility studies related to projects financed or refinanced with the Authority’s Tax-Exempt Debt. I. Documentation relating to any third-party funding for the Authority’s projects to which proceeds of the Authority’s Tax-Exempt Debt will be applied (including government grants). J. Records of any Internal Revenue Service audits or compliance checks, or any other Internal Revenue Service inquiry related to the Authority’s Tax- Exempt Debt. Section 7 - Voluntary Closing Agreement Program The Compliance Officer will be aware of the IRS’s TEB Voluntary Closing Agreement Program (“VCAP”) and its ability, pursuant to IRS Notice 2008-31, 2008-11 I.R.B. 592 (or a successor notice as the case may be), to request a voluntary closing agreement with the IRS to resolve compliance violations on the part of the Authority with the applicable federal tax rules to its outstanding Tax-Exempt Debt. A copy of Internal Revenue Service Notice 2008-31 is available on the Internal Revenue Service’s website at www.irs.gov. Section 8 - Annual Compliance and Continuing Education I. Annual Compliance. The Compliance Officer will complete the Annual Compliance Checklist within 60 days of the end of each “bond year,” as defined in the Tax Certificate. A copy of the Annual Compliance Checklist is attached hereto as Attachment 1. H. Continuing Education. The Compliance Officer will consult with bond counsel regarding the federal tax rules applicable to the Authority’s outstanding Tax-Exempt Debt and any changes to the federal tax law. The Authority will update these policies and procedures as needed to reflect any such changes. The Authority will encourage its Compliance Officer to attend continuing education events and conferences, as needed, pertaining to tax-exempt municipal bonds. The Authority will encourage its Compliance Officer to contact bond counsel and/or tax counsel as needed to comply with these TE Policies and Procedures and for purposes of completing the Annual Compliance Checklist. Section 9 - Miscellaneous The Authority reserves the right to amend or withdraw these TE Policies and Procedures at any time and from time to time to reflect changes in federal tax laws or other applicable laws concerning its outstanding Tax-Exempt Debt. The Compliance Officer will consult with bond counsel as it deems necessary to ensure the applicable federal tax law requirements are satisfied. Page 6 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado These TE Policies and Procedures do not, and are not intended to, limit the actions of the Authority solely to those federal tax matters listed above, but are intended to provide the Authority with broad discretion and general guidelines in addressing any and all federal tax matters that may affect its outstanding Tax-Exempt Debt. Section 10 - Consultation with Counsel Should the Authority, including the Compliance Officer, have further questions regarding these Post-Issuance Compliance Policies and Procedures or any other questions concerning the Authority’s Tax-Exempt Debt borrowings, please contact Rene Adema Moore at 720-330-2356 or Susan Pease Langford 404-803-0257. Page 7 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado ATTACHMENT 1 - FORM OF ANNUAL COMPLIANCE CHECKLIST [Attached] Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority, Colorado FORM ANNUAL COMPLIANCE REPORT & CHECKLIST The Compliance Officer shall complete this Form Annual Compliance Report and Checklist (the “Annual Checklist”) for each of the Authority’s outstanding tax-exempt bonds on an annual basis, within 60 days of the close of the applicable bond year, which should be set forth in the Tax Certificate. The tax-exempt bonds identified below shall hereinafter be referred to as the “Bonds.” The projects) financed or refinanced with proceeds of the Bonds shall hereinafter be referred to as the “Project.” The Bond Year covered by this Annual Checklist shall hereinafter be referred to as the “Annual Period.” If the Compliance Officer identifies any compliance deficiencies in this Annual Checklist, the Compliance Officer should immediately contact Bond Counsel, as identified in the Authority’s TE Policies and Procedures and take the actions required in the Tax Certificate or TE Policies and Procedures. If the Compliance Officer has any questions pertaining to completion of this Annual Checklist, please contact Susan Pease Langford at 404-803-0257 or Rene Adema Moore at 720- 330-2356 (“Tax Counsel”). 1. GENERAL QUESTIONS Bond Caption: Date of Issuance of Bonds: Applicable Annual Period: Date of Annual Checklist: Name of Compliance Officer: Description of Project: 2. PROJECT OWNERSHIP Has the Project been continuously owned by the Authority during the Annual Period: If ownership of the Project has changed during the Annual Period, contact Tax Counsel: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridse Urban Renewal Authority. Colorado 3. PROJECT COMPLETION & EXPENDITURE OF PROCEEDS OF BONDS (FOR NEW MONEY PROJECTS) Amount of proceeds of Bonds originally allocated to construct the Project: _________________________________________ Have all such proceeds (including interest earned thereon) been spent: ________________________________________ If not, does the Authority expect such amounts will be expended in accordance with its expectations set forth in the Tax Certificate: ______ _________ If all such proceeds have not been spent, has more than three years elapsed since the Date of Issuance of Bonds: Has the Project been completed and placed in service: If Project has been completed and placed in service, has the Authority completed a “final allocation” of Bond proceeds : If Project has been completed, if any proceeds of the Bonds allocated to construct the Project remain unspent, contact Tax Counsel: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority- Colorado 4. USE OF PROJECT During the Annual Period, has any portion of the Project been managed by another entity: If so, has the arrangement been determined to be compliant with Revenue Procedure 97-13 (if not, contact Tax Counsel): During the Annual Period, has any portion of the Project been leased to another entity: If so, has the arrangement been determined to be compliant with Revenue Procedure 97-13 (if not, contact Tax Counsel): During the Annual Period, has any portion of the Project been used for research by another entity: If so, has the arrangement been determined to be compliant with Revenue Procedure 97-14 (if not, contact Tax Counsel): During the Annual Period, has the Authority entered into any agreements with respect to the Project that could result in private business use (such as naming rights agreements, cell tower or wind generation agreements, or other types of arrangements) (if yes, contact Tax Counsel): If the Authority intends to use the Project in a manner that may jeopardize the tax-exempt status of the Bonds, contact Tax Counsel: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado 5. REFUNDINGS If the Bonds were issued for current refunding purposes, were such proceeds of the Bonds spent within 90 days of the issue date of the Bonds (if no, contact tax counsel): If the Bonds were issued for advance refunding purposes, are the refunded Bonds being redeemed by the escrow agent in accordance with the requirements in the Escrow Agreement (if no, contact Tax Counsel): 6. ARBITRAGE AND REBATE Have all rebate and yield reduction calculations mandated in the Tax Certificate been prepared: If a rebate and yield calculation was prepared during the Annual Period, has the Authority retained a copy and filed an 8038-T with the IRS if required (if no, contact Tax Counsel): 7. RECORD KEEPING Has the Authority maintained all records as required by the Tax Certificate and the TE Policies and Procedures (if no, contact Tax Counsel): Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado 8. CORRESPONDENCE WITH INTERNAL REVENUE SERVICE During the Annual Period, has the Authority received any correspondence from the IRS pertaining to the Bonds: _____________________________ If yes, please describe: ______________________________ If yes, has the Authority contacted Tax Counsel: ______________________ 9. QUALIFIED HEDGE CONTRACTS During the Annual Period, has the Authority entered into a new hedge contract: _____ If the Authority previously integrated a hedge contract with the Bonds, has the Authority taken action to terminate the hedge contract during the Annual Period (if yes, contact Tax Counsel): _____ 10. MODIFICATIONS TO BOND DOCUMENTS During the Annual Period, has the Authority entered into an arrangement that modified the terms of the bond documents: If yes, please describe and contact Tax Counsel: 11. CONTINUING EDUCATION During the Annual Period, describe any continuing education events and/or conferences attended by the Compliance Officer: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado During the Annual Period, has the Compliance Officer consulted with counsel regarding federal tax rules pertaining to the Bonds as needed: 12. REMEDIAL ACTION During the Annual Period, has the Compliance Officer identified a violation that may necessitate the need for the Authority to take remedial action with regard to the Bonds (if yes, contact Tax Counsel): 13. VCAP During the Annual Period, has the Compliance Officer identified a violation that may necessitate utilization of the IRS’s Voluntary Closing Agreement Program (if yes, contact Tax Counsel): A COPY OF THIS ANNUAL CHECKLIST SHOULD BE FILED WITH THE AUTHORITY’S RECORDS PERTAINING TO THE ISSUANCE OF THE BONDS. IF COMPLETION OF THIS CHECKLIST REQUIRES CONSULTATION WITH TAX COUNSEL, CONTACT ONE OF THE FOLLOWING ATTORNEYS: Rene Adema Moore at 720-330-2356. Susan Pease Langford at 404-803-0257 Tax-Exempt Debt: Post issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado ATTACHMENT 2 IRS PUBLICATION 4079-TAX-EXEMPT GOVERNMENTAL BONDS Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures fSSj Tax Exempt & IRS ®®vernrnerrt Entitites Tax-Exempt Governmental Bonds Publication 4079 (Rev. 9-2019) Catalog Number 34663R Department of the Treasury Internal Revenue Service Www.lrs.gov Contents Introduction............................................... 1 Background.................................................................................................................................2 Tax-Exempt Governmental Bonds............... 2 Other Governmental Bond Requirements.................................................................................6 Post-Issuance Compliance Monitoring............................................................... 14 What To Do When You Discover a Violation — TEB Voluntary Closing Ageement Program .........................................................................16 More Information....,16 Introduction This publication provides an overview of the federal tax law rules that apply to municipal financing arrangements commonly known as “governmental bonds.” It is intended to help issuers meet federal tax law requirements to ensure that interest earned by bondholders is exempt from taxation under Internal Revenue Code (IRC) Section 103. This publication is an overview of the rules; it isn’t official guidance that you may rely on for planning purposes. It refers to IRC sections, Income Tax Regulations (Treas. Regs.), revenue procedures and other official guidance. Please refer to the official guidance for the rules that apply to governmental bonds. Unless otherwise indicated, references in this publication to section numbers are references to sections of the IRC. For publications that discuss the general rules that apply to qualified 501(c)(3) bonds or other qualified private activity bonds, see IRS Publication 4077, Tax-Exempt Bonds for 501(c)(3) Charitable Organizations, and IRS Publication 4078, Tax-Exempt Private Activity Bonds. For an overview of an issuer’s responsibilities in a conduit financing arrangement, see IRS Publication 5005, Your Responsibilities as a Conduit Issuer of Tax-Exempt Bonds. For an overview of an issuer’s responsibilities with respect to arbitrage, See IRS Publication 5271, Complying with Arbitrage Requirements: A Guide for Issuers of Tax-Exempt Bonds. The IRS also provides more detailed information at IRS.gov/bonds. See also More Information, at the end of this publication. 1 Background State and local governments receive direct and indirect tax benefits under the IRC that lower borrowing costs on their valid debt obligations. Because interest paid to bondholders on these obligations is not includable in their gross income for federal income tax purposes, bondholders are willing to accept a lower interest rate than they would accept if the interest was taxable. These benefits apply to many different types of municipal debt financing arrangements including bonds, notes, loans, lease purchase contracts, lines of credit and commercial paper (collectively referred to as “bonds” in this publication). To receive these benefits, issuers must ensure that the requirements under the IRG are met, generally for as long as the bonds remain outstanding. These requirements include, but are not limited to, information filing and other requirements related to issuance, the proper and timely use of bond-financed property, and limitations on how bond proceeds (funds derived from the sale of bonds) may be invested. This publication describes these rules as they relate to governmental bonds. This publication also addresses practices and steps the issuer can take to protect the tax- exempt status of the bonds. For example, because the requirements and limitations generally apply at the time the bonds are issued and throughout the term of the bonds, this publication encourages issuers and beneficiaries of tax-exempt bonds to create procedures for monitoring compliance throughout the life of the bonds. For more information, see Post-Issuance Compliance Monitoring. Tax-Exempt Governmental Bonds Governmental bonds are bonds that do not meet the private activity bond tests. Proceeds of these bonds may be used to finance activities of, or facilities owned, operated or used by, the issuer for its purpose or another state or local government for its own purposes. This can include financing the construction, maintenance or repair of public infrastructure such as highways, schools, fire stations, libraries or other types of municipal facilities. To be tax-exempt, governmental bonds must comply with the requirements that define governmental bonds and requirements that apply to tax-exempt bonds generally. In this section, we discuss the tests for determining whether a bond is a governmental bond or a private activity bond. These tests apply at issuance and after the bonds are issued. This discussion includes remedial action provisions that apply when a deliberate action causes governmental bonds to become private activity bonds. If a deliberate action that results in a violation of any of the federal tax requirements cannot be corrected under the remedial action provisions, issuers may be able to enter into a closing agreement under the TEB Voluntary Closing Agreement Program (TEB VCAP) described in Notice 2008-31, 2008-11 l.R.B. 592 (see What To Do When You Discover a Violation — TEB Voluntary Closing Ageement Program). 2 Testing for Governmental Bonds: The Private Activity Bond Tests IRC Section 141 sets forth tests to determine if a bond is a private activity bond. These tests identify arrangements that actually, or are reasonably expected to, transfer benefits of tax- exempt financing to a nongovernmental person. A “nongovernmental person” is a person other than a governmental person. A governmental person means a state or local government as defined in Treas. Reg. Section 1.103-1 or any instrumentality of such entity. Governmental persons do not Include the United States or any agency or instrumentality of the United States. A state or local bond will be a private activity bond if, as of the issue date of the bonds or at any time while the bonds are outstanding, the bond issue exceeds the limits set forth in either: in the private business tests of Section 141 (b), which consist of the private use test and the private security and payment test, and certain special private business rules (see Special Private Business Test Rules and Special Rules for Certain Utility Financings, below), or ■ the private loan financing test of Section 141(c). The bond issue exceeds the private activity bond tests limits as of the issue date if the issuer or a conduit borrower of the bond proceeds reasonably expects that the issue will exceed the limits while the bonds are outstanding. A bond issue also exceeds the private activity bond tests limits after the issue date if a deliberate action is taken that causes those limits to be exceeded. If a bond is a private activity bond, interest on the bond may still be excludable from federal income tax if the bond issue meets the additional requirements that apply to qualified private activity bonds. For a discussion of these additional requirements, see Publication 4078, Tax- Exempt Private Activity Bonds. Private Business Tests Under IRC Section 141(b), a bond issue exceeds the limits of the private business tests, and therefore does not qualify as a governmental bond issue, if the issue exceeds the limit of the private business use test and also exceeds the limit of the private security or payment test. Private Business Use Test. A state or local bond issue exceeds the limit of the private business use test if more than 10% of the proceeds of an issue are to be used for any private business use. Use of bond proceeds or bond-financed property by a nongovernmental person (individual or entity) in furtherance of a trade or business activity is considered private business use for tax- exempt bond purposes. For this purpose, any trade or business activity of a natural person is treated as a trade or business, and any activity carried on by a person (Including a governmental entity or corporation) other than a natural person is treated as a trade or business. Indirect uses of proceeds must also be considered in determining whether more than 10% of the proceeds of an issue will be used in a private business use. For example, property is treated as being used for a private business use if it is leased to a nongovernmental person and then sub leased to a governmental person if the nongovernmental person’s use is in a trade or business. Many types of arrangements can result in private business use under IRC Section 141 at issuance or later, including management and service contracts and research agreements. Management and Service Contracts. Contracts for a private entity to manage a bond-financed facility may cause the private business use test to be met. For example, a management contract between a governmental entity and a nongovernmental person under which the nongovernmental person receives compensation for services provided with respect to bond- financed property may result in the bonds meeting the private business use test. 3 The IRS has provided safe harbors protecting against private business use for management and service contracts between a private entity and a governmental entity when the service is provided in connection with bond-financed property. For more information, see Revenue Procedure 2017-13. Contracts that fail the safe harbor do not automaticaily meet the private business use test; al! facts and circumstances are considered to determine whether the contract meets the test. Research Agreements. Research agreements may also cause the private business use test to be met. For example, when private entities or the federal government sponsor research at a facility financed with tax-exempt bonds, the research agreements may result in the bonds meeting the private business use test. However, the IRS has provided safe harbors for research agreements. For more information, see Revenue Procedure 2007-47, 2007-29 I.R.B. 108. As with management contracts, failure to meet the safe harbors does not automatically cause the private business use test to be met. NOTE: If an issuer determines that its bonds meet the private business use test, the bonds have not met the private business tests unless the bonds also meet the private payment or security test. Private Security or Payment Test. A state or local bond exceeds the limit of the private security or payment test if more than 10% of the proceeds of the bond issue is (under the terms of the issue or any underlying arrangement) directly or indirectly (1) secured by any interest in property used or to be used for a private business use or payments in respect of the property, or (2) to be derived from payments (whether or not to the issuer) in respect of property, or borrowed money, used or to be used for a private business use. For example, lease payments made by private businesses to a city for the lease of property in a blighted area that was rehabilitated with proceeds of the city’s bonds would be treated as private payments. NOTE: If an issuer determines that its bonds meet the private security or payment test, the bonds have not met the private business tests unless the bonds also meet the private business use test. Special Private Business Test Rules. Additional limits on private business activity apply when private business use is unrelated to the governmental use, when private business use is disproportionate to the governmental use, and when the “nonqualified amount” exceeds $15 million. Unrelated and Disproportionate Use. IRC Section 141(b)(3) provides an additional limit for unrelated and disproportionate business use, which is lower than the limits in Sections 141(b)(1) and 141(b)(2). in particular, it limits unrelated or disproportionate private use of assets financed with governmental bonds to 5% of the proceeds of the bonds. The rule also reduces the private security or payment test limit to 5%. For this purpose, only payments, property and borrowed money with respect to the unrelated or disproportionate use are taken into account. Unrelated use is private use that isn’t related to the governmental use of the issue. Whether a private business use is related to a government use financed with the proceeds of an issue is determined on a case-by-case basis, emphasizing the operational relationship between the government use and the private business use. in general, a facility that is used for a related private business use must be located within, or adjacent to, the govemmentally-used facility. Example: A county issues bonds with proceeds of $20 million and uses $18.1 million of the proceeds for construction of a new school building and $1.9 miiiion of the proceeds for construction of a privately operated cafeteria in its administrative office building, which is located at a remote site. The bonds are secured, in part, by the cafeteria. The $1.9 million of proceeds is unrelated to the governmental use (that is, school construction) financed with the bonds and exceeds 5% of $20 million. Thus, the issue exceeds the limit under the private business tests. A private business use is disproportionate to a related government use only to the extent that the amount of proceeds used for that private business exceeds the amount of proceeds of the issue used for the related government use. For example, a private use of $100 million of proceeds that is related to a government use of $70 million of proceeds results in $30 million of disproportionate use. When unrelated use and disproportionate use occur in the same bond issue, the two uses are aggregated to test against the 5% limit. Additional examples of the unrelated or disproportionate private use limits may be found in Treas. Reg. Section 1.141-9(e). Remedial Actions for Unrelated or Disproportionate Use. A deliberate action that occurs after the issue date does not result in unrelated or disproportionate use if the issue meets the remedial action provisions in Treas. Regs. Section 1.141-12(a), discussed in Remedial Actions for Nonqualified Use. The $15 Million Limit on the Nonqualified Amount. An additional limit may apply even though the “nonqualified amount" of proceeds does not exceed 10% of the proceeds of the bonds (or a lesser amount of unrelated or disproportionate use of proceeds), and therefore the private activity limits discussed above have not been exceeded. The nonqualified amount is the lesser of the amount of proceeds used in private business use or the amount of proceeds with respect to which there are private payments or security. Section 141(b)(5) provides that an issue of bonds will be private activity bonds if the nonqualified amount exceeds $15 million, unless the issuer applies state volume cap under Section 146 to the excess of the nonqualified amount over $15 million. For additional information on the state volume cap limit under Section 146, see Publication 4078, Tax-Exempt Private Activity Bonds. Special Rules for Certain Utility Financings. There are two additional limits that issuers of bonds for utility projects should consider. The first limit, under Section 141(b)(4), applies if 5% or more of the proceeds of the issue are to be used to finance any “output facility,” as defined in the regulations (other than a facility for the furnishing of water). Section 141(b)(4) limits the nonqualified amount of proceeds of a governmental bond issued to finance the output facilities to $15 million. This rule applies in addition to the tests under Section 141(b)(1) and (2). In applying this limit, issuers must include the nonqualified amounts on any prior outstanding tax-exempt bond issues for which 5% or more of the proceeds of the prior issue are or will be used for either the same output facility or another output facility that is part of the same project. If the nonqualified amount exceeds $15 million, the bonds are private activity bonds. Under the second limit, bonds will be private activity bonds if the amount of the proceeds of the issue that are to be used (directly or indirectly) for the acquisition by a governmental unit of nongovernmental output property exceeds the lesser of 5% of the proceeds or $5 million. “Nongovernmental output property” means any property (or interest therein) which before the acquisition was used (or held for use) by a person other than a governmental unit in connection with an output facility (other than a facility for the furnishing of water). The rule has several exceptions, which are beyond the scope of this publication. 5 Private Loan Financing Test A state or local bond exceeds the limit of the private loan financing test if the amount of proceeds of the issue which is to be used (directly or indirectly) to make or finance loans to persons other than governmental entities exceeds the lesser of 5% of the proceeds or $5 million. A bond that exceeds the private loan financing test limit is a private activity bond, even if it does not also meet the private business tests. Exceeding the Private Activity Bond Tests Limits after Issuance Even if the bonds comply with the limits of the private activity bond tests at issuance, a governmental bond issue can lose its tax-exempt status (from the time of issuance) if the issuer or a conduit borrower of the bond proceeds takes a “deliberate action” after the issue date that causes the issue to exceed those limits. A deliberate action is any action taken by the issuer or conduit borrower that is within its control; intent to exceed the limits is not necessary for an action to be deliberate. A deliberate action occurs on the date the issuer or conduit borrower enters into a binding contract (that is not subject to any material contingencies) with a nongovernmental person for use of the bond-financed property in a manner that causes the limits of the private activity tests to be exceeded. Remedial Actions for Nonqualified Use. The regulations provide that an issuer and, in conduit financings, a conduit borrower that engages in a deliberate action causing the limits of the private activity bond tests to be exceeded may, in certain cases, cure that deliberate action. Treas. Reg. Section 1.141-12 provides that an issuer may take remedial actions to cure a deliberate action that would otherwise cause the bonds to lose their tax-exempt status. The remedial actions include redemption or defeasance of nonqualified bonds, alternative use of disposition proceeds and alternative use of bond-financed property. Example: A city enters into an agreement through which it sells a building financed with governmental bond proceeds to a corporation and leases the same building back from that corporation, with the result that the corporation owns the building for federal income tax purposes. This change in ownership of the property results in private business use and is a deliberate action. However, the city may remediate the deliberate action by redeeming the nonqualified bonds within 90 days of the action. Other Governmental Bond Requirements Other rules an issuer must meet for a governmental bond to be tax-exempt include: ■ rules a governmental bond must meet for interest to be excluded from federal income tax, including rules that relate to issuance of the bonds (including elections that need to be made when the bonds are issued) and rules that apply at issuance and throughout the life of the bonds; ■ rules that apply when modifications are made to bond terms; and ■ recordkeeping requirements. 6 Requirements Related to Issuance The following is an overview of several general rules related to the issuance of governmental bonds. Issuers Must File an Information Return. Issuers of governmental bonds must comply with certain information filing requirements under IRC Section 149(e). The size of the issuance dictates which information return an issuer must file. The chart below describes what form is required and when it must be filed. The IRS Forms listed below are available on the TEB website. Information Reporting Under Section 149(e) Information Return Duo Date Whore to File Form 8038-G, Information Return for Tax-Exempt Governmental Bonds, for a governmental bond issue with an issue price of $100,000 or greater. Form 8038-GC, Information . Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales, for a governmental bond issue with an issue price of less than $100,000. May be filed for a single issue or on a consolidated basis for all '‘small” issues in a calendar year. Generally, both returns are due on or before the 15th day of the 2nd calendar month after the close of the calendar quarter in which the bonds were issued. Example: The due date of the return for bonds issued on February 1 is May 15. Alternatively, Form 8038-GG may be filed annually on a consolidated basis for all bond issues of less than $100,000 that are not reported on a separate Form 8038-GC and that are not construction issues electing to pay a penalty in lieu of rebate. Consolidated returns are due on or before February 15 following the calendar year in which the bonds were issued. Example: An issuer issues three governmental bond issues with issue prices and dates as follows: $50,000 Issue A - March 1, 2018; $75,000 Issue B - June 15, 2018; and $30,000 Issue C - October 5, 2018. This issuer can file one consolidated Form 8038-GC by February 15, 2019 for all three bond issues. File Form 8038-G and Form 8038-GC information returns at: Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 An issuer may request an extension of time to file Forms 8038-G or 8038-GC if the failure to file the return on time wasn’t due to willful neglect. To request an extension, the issuer must follow Revenue Procedure 2002-48, 2002-37 I.R.B. 531. These procedures generally require that the issuer: (1) attach a letter to the Form 8038-G or Form 8038-GC briefly explaining when the return was required to be filed, why the return was not timely submitted, and whether the bond issue is under examination; (2) enter on top of the letter “Request for Relief under section 3 of Rev. Proc. 2002-48” and (3) file the letter and return at the Internal Revenue Service Center, Ogden, UT 84201. Bonds Must Be in Registered Form. IRC Section 149(a) generally provides that any tax-exempt bond, including governmental bonds, must be issued “in registered form” unless the bond is not of a type offered to the public or has, at the date of issue, a maturity of not more than one year. 7 The regulations describe what it means to be in “registered form,” Treas. Reg. Section 5f.103- 1(c)(1) provides that an obligation issued after January 20,1987, pursuant to a binding contract entered into after January 20, 1987, is in registered form if: B the obligation Is registered as to both principal and any stated interest with the issuer (or its agent) and that the transfer of the obligation to a new holder may be effected only by surrender of the old instrument and the issuer must either reissue the old instrument or issue a new instrument to the new holder, or ■ the right to the principal of, and stated interest on, the obligation may be transferred only through a book-entry system maintained by the issuer (or its agent); or B the obligation is registered as to both principal and any stated interest with the issuer (or its agent) and may be transferred through both the above methods. Issuers Must Make Certain Elections at Issuance. When an issuer considers actions it must take when it issues bonds, it should consider whether it wants to make any elections. Various provisions of the IRC and regulations require that the issuer make certain elections in writing and retain elections as part of the bond documents. Many eiect'ions have to be made on or before the issue date of the bonds. Some elections may be made by either the issuer or a conduit borrower. Others must be made by the actual issuer of the bonds. The IRS frequently observes that issuers make the written elections in the arbitrage certificate prepared pursuant to Treas. . Reg. Section 1.148-2. Once made, elections cannot be revoked without IRS permission. Examples of elections include: a waiving the right to treat a purpose investment as a program investment a waiving the right to invest in higher yielding investments during any temporary period a the issuer of a pooled financing issue electing to apply rebate spending exceptions separately to each conduit loan ■ applying actual facts rather than reasonable expectations for certain provisions under the two- year spending exception from rebate O excluding the earnings on a reasonably required reserve fund from available construction proceeds under the two-year spending exception from rebate ■ treating a portion of an issue as a separate construction issue under the two-year spending exception from rebate ■ electing to pay 1.5% penalty in lieu of arbitrage rebate ■ electing to treat portions of a bond issue as separate issues Requirements that Apply at Issuance and Throughout the Life of the Bonds Proceeds Must Be Timely Allocated to Expenditures. Issuers and conduit borrowers must follow the rules for allocating bond proceeds. The issuer or other entity controlling expenditure of the proceeds of a governmental bond issue must allocate those proceeds among the various expenditures or other purposes of the issue in a manner demonstrating that the private activity bond tests are not met. These allocations must generally be consistent with the allocations made for determining compliance with the arbitrage yield restriction and rebate requirements, as well as other federal tax filings. See Proceeds are Subject to Investment Restrictions: the Arbitrage Yield Restriction and Arbitrage Rebate Requirements for an overview of those rules. 8 An issuer must allocate proceeds to expenditures not later than 18 months after the later pf the date each expenditure is paid or the date the project, if any, that is financed by the issue is placed in service. This allocation must be made in any event by the date 60 days after the fifth anniversary of the issue date or the date 60 days after the retirement of the issue, if earlier. Proceeds are Subject to Investment Restrictions: the Arbitrage Yield Restriction and Arbitrage Rebate Requirements. Issuers of tax-exempt bonds, including governmental bonds, are generally subject to investment or arbitrage limitations under IRC Section 148. Failure to comply with those arbitrage limitations will result in the bonds being arbitrage bonds and interest on the bonds being taxable. In general, arbitrage is earned when the gross proceeds of an issue are used to acquire investments that earn a yield that is materially higher than the yield on the bonds of the issue. Earning arbitrage is permitted in certain circumstances. In some circumstances arbitrage may be earned but must be paid, or rebated to the U.S. Department of the Treasury. In some cases, an issuer may be able to reduce the yield on an investment for arbitrage purposes and thereby avoid an arbitrage violation by making a yield reduction payment to the U.S. Treasury. See Where and When to File Arbitrage Rebate Yield Reduction Payments, for information on how to make yield reduction payments. An issuer must comply with two genera] sets of arbitrage rules: (1) the yield restriction requirements of Section 148(a) and (2) the rebate requirements of Section 148(f). An issuer may meet one of these rules but still have arbitrage bonds because it failed to meet the other. Even though interconnected, both sets of rules have their own distinct requirements. The following is an overview of the basic requirements of these two general rules. Additional requirements or exceptions, beyond the scope of this publication, may apply in certain instances. An issuer’s reasonable expectations on the issue date regarding the amount and use of gross proceeds of the issue are used to determine whether an issue consists of arbitrage bonds. In addition, if an issuer or any person acting for the issuer takes a deliberate, intentional action to earn arbitrage after the issue date, that action will cause the bonds of an issue to be arbitrage bonds if that action, had it been reasonably expected on the issue date, would have caused the bonds to be arbitrage bonds. Intent to violate the requirements of Section 148 is not necessary for an action to be intentional. Yield Restriction Requirements. The yield restriction rules of IRC Section 148(a) generally provide that the direct or indirect investment of the gross proceeds of bonds in investments earning a yield materially higher than the yield of the bond issue causes the bonds to be arbitrage bonds. The chart below describes when the yield on particular investments will be “materially higher” (the chart shows the permitted yield spread between the yield on the bond issue and the yield on the particular investment; any spread beyond that stated is materially higher): 9 “Materially Higher” Limits £jjH *!■ ■'ii'.-.1 i'M.Mii* ■ General rule (when other rules below don't apply)1/8 of one percentage point Investments in a refunding escrow 1/1000 of one percentage point Investments allocable to replacement proceeds 1/1000 of one percentage point Program investments 1.5 percentage points Investments in tax-exempt bonds that are not subject to the alternative minimum income tax No yield limitation Certain exceptions are available under the yield restriction rules. The investment of proceeds in materially higher yielding investments does not cause the bonds of an issue to be arbitrage bonds: (1) during a temporary period (for example, three-year temporary period for capital projects and 13 months for restricted working capital expenditures); (2) as part of a reasonably required reserve or replacement fund; and (3) as part of a minor portion (an amount not exceeding the lesser of 5% of the sale proceeds of the issue or $100,000). Whether the arbitrage yield restrictions rules apply, issuers should consider whether the rebate requirements apply. Rebate Requirements. The rebate requirements of IRC Section 148(f) generally provide that, unless certain earnings on “nonpurpose investments” allocable to the gross proceeds of an issue are rebated to the U.S. Treasury, the bonds in the issue will be arbitrage bonds. Generally, nonpurpose investments are investment securities such as Treasury bonds, bank deposits or guaranteed investment contracts, and so on, and do not include “purpose investments.” A purpose investment is an investment that the issuer acquires to carry out the governmental purpose of an issue. An example of a purpose investment is the loan obligation created when an issuer loans bond proceeds to another governmental unit, such as in a pooled or “bond bank" financing. The arbitrage that must be rebated is based on the excess (if any) of the amount actually earned on nonpurpose investments over the amount that would have been earned if those investments had a yield equal to the yield on the issue, plus any income attributable to the excess. Under Treas. Reg. Section 1.148-3(b), the future values (as of the computation date) of all earnings received and payments actually or constructively made on nonpurpose investments are included in determining the amount of rebate due. See Where and When to File Arbitrage Rebate Yield Reduction Payments for information on how to make rebate payments. There are, however, two types of exceptions to the general rebate requirements that apply to governmental bonds: the small issuer exception and the spending exceptions. Small Issuer Exception. This exception provides that governmental bonds issued by small governmental issuers with general taxing powers are treated as meeting the arbitrage rebate requirement. A governmental entity has general taxing powers if it has the power to impose taxes of general applicability which, when collected, may be used for its general purposes. 10 An issue (other than a refunding issue, for which other rules apply) qualifies for the small issuer exception only if the Issuer reasonably expects as of the issue date to issue, or in fact issues, $5 million or less in tax-exempt governmental bonds during the calendar year. The aggregation rules of Section 148(f)(4)(D) should be considered when determining whether this exception applies. The $5 million limit is increased by the aggregate face amount of bonds attributable to financing the construction of public school facilities, up to an additional $10 million. For example, the small issuer exception could apply if the qualifying issuer issued $5 million in tax-exempt governmental bonds for street improvements and $5 million in tax-exempt bonds to finance construction of public school facilities in the same calendar year. An issue meeting the small issuer requirements is exempt from rebate for all gross proceeds. However, the small issuer exception is an exception from rebate and not from the arbitrage rules altogether. The yield restriction rules still apply. Therefore, an issuer qualifying for this exception needs to establish a temporary period for project fund investments and needs to establish that any reserve fund is reasonably required. Spending Exceptions. There are three spending exceptions to the rebate requirements. Whether these exceptions apply depends on the timing of expenditures of required amounts of proceeds, as follows: Spending Exceptions Spending Period Spending Exception 6 months Treas. Reg. Section 1.148-7(c) provides an exception to rebate if the gross proceeds of the bond issue are allocated to expenditures for governmental or qualified purposes that are incurred within 6 months after the issue date. 18 months Treas. Reg. Section 1.148-7(d) provides an exception to rebate if the gross proceeds of the bond issue are allocated to expenditures for governmental or qualified purposes which are incurred within: (1) at least 15% within 6 months after the issue date; (2) at least 60% within 12 months after the issue date; and (3) 100% within 18 months after the issue date. 2 years Treas. Reg. Section 1.148-7(e) provides an exception to rebate for construction issues financing property to be owned by a governmental entity or 501(c)(3) organization when certain available construction proceeds are allocated to expenditures: (1) at least 10% within 6 months after the issue date; (2) at least 45% within 12 months after the Issue date; (3) at least 75% within 18 months after the issue date; and (4) 100% within 24 months after the issue date. 11 Where and When To File Arbitrage Rebate and Yield Reduction Payments. Issuers of tax-exempt bonds file Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, to make: ■ yield reduction payments ■ arbitrage rebate payments ■ payments of a penalty in lieu of rebate a payment in connection with the termination of the election to pay a penalty in lieu of arbitrage rebate ■ payment of the penalty for failure to pay arbitrage rebate on time A yield reduction payment or arbitrage rebate installment payment is required to be paid no later than 60 days after the “computation date” to which the payment relates. An issuer of a fixed yield issue may treat any date as a computation date. An issuer of a variable yield issue may treat the last day of any bond year ending on or before the latest date for making the first rebate payment (generally not later than five years after the issue date) as a computation date. Thereafter, the issuer must consistently treat either the end of each bond year of the end of each fifth bond year as a computation date. Generally, a “bond year” is a one-year period that ends on the date that the issuer selects. If the issuer does not make a timely selection, the bond years for the issue end on each anniversary of the issue date and on the final maturity date. Recovering an Overpayment of Rebate, if an issuer pays more than the required rebate, it may ask to recover the overpayment. In general, an issuer may request an overpayment of arbitrage rebate when it can establish that an overpayment occurred. An overpayment is the excess of the amount paid to the U.S. Treasury for an issue under IRC Section 148 over the sum of the rebate amount for the issue as of the most recent computation date and all. amounts that are otherwise required to be paid under Section 148 as of the date the recovery is requested. The request can be made with the IRS by completing and filing Form 8038-R, Request for Recovery of Overpayments Under Arbitrage Rebate Provisions. An issuer must file a Form 8038-R no later than the date that is two years after the final computation date for the issue. For more information, see Treas. Reg. Section 1.148-3(1). Special Remedial Action for Failure to Timely Pay Arbitrage Rebate. An issuer that fails to timely pay arbitrage rebate will be excused from having its bonds be arbitrage bonds if the failure isn’t due to willful neglect and the issuer submits a Form 8038-T with a payment of the rebate amount owed, plus penalty and interest. The penalty may be waived under certain circumstances. For more information, see Treas. Reg. Section 1.148-3(i)(3) and Revenue Procedure 2005-40, 2005- 28 I.R.B. 83. Bonds May Not Be Federally Guaranteed. IRC Section 149(b) provides that any tax-exempt bond, including a governmental bond, will not be treated as tax-exempt if the payment of principal or Interest is directly or indirectly guaranteed by the federal government or any agency or instrumentality of the federal government. Exceptions to this general rule include guarantees by certain quasi-governmental entities administering federal insurance programs, and federal guarantees for qualified residential rental projects, home mortgages and student loans. Additional exceptions apply for the investment of bond proceeds that are invested in U.S. Treasury securities or held in a bona fide debt service fund, a reasonably required reserve or replacement fund or a refunding escrow, and investments during a permitted initial temporary period. 12 A Bond May Not Be a Hedge Bond. IRC Section 149(g) states that hedge bonds will not be tax-exempt unless certain requirements, described below, are satisfied. A “hedge bond” is any bond that is part of a bond issue that fails either of the following requirements: ■ The issuer must reasonably expect that 85% of the spendable proceeds of the issue will be used to carry out the qualified purpose within the three-year period beginning on the date the bonds are issued (“spendable proceeds” means proceeds from the sale of the issue, less the portion invested in a reasonably required reserve or replacement fund or as part of a permitted “minor portion”). ■ Not more than 50% of the proceeds of the issue are invested in nonpurpose investments having a substantially guaranteed yield for four or more years. Section 149(g)(3)(B) provides an exception to the genera! definition of a hedge bond if at least 95% of the net proceeds of the issue are invested in tax-exempt bonds that are not subject to the alternative minimum tax. For this purpose, amounts held either: (1) in a bona fide debt service fund, or (2) for 30 days or less pending either reinvestment of the proceeds or bond redemption, are treated as invested in tax-exempt bonds not subject to the alternative minimum tax. Additionally, a refunding bond issue does not generally consist of hedge bonds if the prior issue met the requirements for tax-exempt status and issuance of the refunding bonds furthers a significant governmental purpose (for example, realize debt service savings, but not to otherwise hedge against future increases in interest rates). Even if an issue otherwise meets the definition of a hedge bond, it will generally still be tax- exempt if two requirements are satisfied. First, at least 95% of the reasonably expected legal and underwriting costs associated with issuing the bonds must be paid within 180 days after the issue date and the payment of such costs must not be contingent upon the disbursement of the bond proceeds. Second, on the date of issuance the issuer must reasonably expect that the spendable proceeds of the issue will be allocated to expenditures for governmental or qualified purposes within the following schedule: ■ 10% within 1 year after the date of issuance; ■ 30% within 2 years after the date of issuance; ■ 60% within 3 years after the date of issuance; and ■ 85% within 5 years after the date of issuance. Limitations on Refunding Governmental Bonds. Governmental bonds may be currently refunded. The Tax Cuts and Jobs Act (2017) repealed the exclusion from gross income for interest on bonds issued to advance refund another bond. The repeal applies to advance refunding bonds issued after December 31, 2017. A bond is classified as an advance refunding if it is issued more than 90 days before the redemption of the refunded bonds. Under Treas. Reg. Section 1.150-1 (d)(1), a refunding bond issue is an issue the proceeds of which are used to pay principal, interest, or redemption price on another issue (a prior issue), as well as the issuance cost, accrued interest, capitalized interest on the refunding issue, a reserve or replacement fund, or any similar cost properly aliocable to that refunding issue. Refunding issues generally derive their tax-exempt status from the prior issue they refund; if the prior issue was not tax-exempt, the refunding bonds generally cannot be tax exempt. 13 Bonds May Not Be Used for Abusive Tax Transactions The IRS, is engaged in extensive efforts to curb abusive tax shelter schemes and transactions. What Happens When the Terms of a Bond are Modified? If the terms of a governmental bond are sufficiently modified, the bond will be treated as reissued. When bonds are reissued, either actually or in a deemed reissuance, the new bonds must be retested as of the date of the reissuance to determine if all the federal tax requirements are met for the “new” issue. These include the requirements that apply when bonds are issued, such as timely filing of the Form 8038-G or 8038-GC. See Requirements Related to Issuance - Issuers Must File an Information Return. A deemed reissuance may arise if sufficient changes are made to the bond terms, such as when a bondholder and issuer agree, directly or indirectly, to a significant modification of the terms of any bonds. See Reissuance of Tax-Exempt Obligations: Some Basic Concepts for examples of significant modifications. If deemed reissued, the modified bonds are deemed exchanged for the original bonds. In general, the date the issuer and bondholder enter into the agreement to modify the terms of the bonds is treated as the date of issuance of the new bonds, even if the modification is not immediately effective. At reissuance, the modified bond must meet any tax law requirements that apply upon its early retirement in connection with the reissuance, including the acceleration of any arbitrage rebate or yield reduction payment that is due. See Where and When To File Arbitrage Rebate and Yield Reduction Payments. Issuers Must Retain Records to Show that Requirements are Satisfied IRC Section 6001 and Treas. Reg. Section 1.6001-1(a) generally provide that any person subject to income tax, or any person required to file a return of information with respect to income (for example, the issuer filing information returns relating to its bond issues), must keep any books and records as are sufficient to establish the amount of gross income, deductions, credits or other matters required to be shown by that person in any return. See Frequently Asked Questions for more information. Post-Issuance Compliance Monitoring In this section, we discuss the importance of issuers monitoring compliance with the IRC requirements and suggest steps an issuer may take to monitor its bond issues. Protecting Against Post-Issuance Violations issuers may be concerned with how they can further protect the tax-exempt status of their bonds. Reliance solely on bond documents and tax certificates provided when the bonds are issued will not likely provide the assurance an issuer desires. To gain greater confidence that bonds are in compliance with federal tax laws, an issuer may adopt post-issuance monitoring procedures. Issuers that establish and follow comprehensive written monitoring procedures to promote post-issuance compliance generally are less likely to violate the federal tax requirements related to its bonds, and are more likely to find any violations earlier, than those without procedures. Eariy discovery of a violation is a factor IRS considers in determining the appropriate resolution under its TEB VCAP. 14 Steps to Better Monitoring In formulating its procedures, an issuer may consider: ■ designating one or more officials to assist in post-issuance compliance; n designating one or more officials to assist with and respond to examinations of the bond issue; ■ providing training or other technical support to designated officials; ■ designating time intervals within which compliance monitoring activities will be completed; and ■ timely completing remedial actions {including requests under TEB VCAP) to correct or otherwise resolve identified noncompliance. The chart below identifies particular areas for compliance monitoring procedures. Compliance Procedures ' Vi*! n :•! i-)■ ■ ■ :* t» 'lollt&v11- rtu.ri! r -^!»i ihi.- »hm iu ; ij1;. Information Return Filing Procedures to ensure timely filing of information returns, including procedures concerning amended and !ate filed returns Other Governmental Bond Requirements - Requirements Related to Issuance - issuers Must File an Information Return Private Use of Proceeds or Bond-Financed Property Procedures to timely identify and remediate deliberate actions Tax-Exempt Governmental Bonds - Testing for Governmental Bonds: The Private Activity Bond Tests Reissuance Procedures to satisfy tax requirements when a significant modification in terms results in a reissuance for federal income tax purposes Other Governmental Bond Requirements - What Happens When the Terms of a Bond Are Modified? Elections Procedures for timely federal income tax elections Other Governmental Bond Requirements - Requirements Reiated to Issuance - issuers Must Make Certain Elections at Issuance Allocation of Proceeds Procedures for the timely expenditure and accounting for use and investment of bond proceeds Other Governmental Bond Requirements - Requirements that Apply at Issuance and Throughout the Life of the Bonds - Proceeds Must be Timely Allocated to Expenditures Arbitrage Compliance Procedures for the timely computation and payment of arbitrage rebate and yield reduction payments Other Governmental Bond Requirements - Requirements that Apply at Issuance and Throughout the Life of the Bonds - Proceeds are Subject to Investment Restrictions: the Arbitrage Yield Restriction and Arbitrage Rebate Requirements Record Retention Procedures for the maintenance of records Other Governmental Bond Requirements - Issuers Must Retain Records to Show that Requirements are Satisfied IRS Contacts Procedures concerning contacts from the IRS Post-Issuance Compliance Monitoring - Steps to Better Monitoring See Post-Issuance Compliance for additional information. 15 What To Do When You Discover a Violation — TEB Voluntary Closing Ageement Program The IRS is committed to resolving federal tax violations with the issuer. The TEB Voluntary Closing Agreement Program {TEB VCAP) provides remedies for issuers of tax-exempt bonds, tax credit bonds, and direct pay bonds that voluntarily come forward to resolve a violation that cannot be corrected under self-correction programs described in the regulations or other published guidance. Notice 2008-31, 2008-11 I.R.B 592, provides information and general guidance about TEB VCAP. Internal Revenue Manual (IRM) section 7.2.3 provides general procedures under which TEB will enter into closing agreements. Closing agreement terms and amounts may vary according to the degree of the violation as well as the facts and circumstances surrounding it. Issuers must use IRS Form 14429, Tax Exempt Bonds Voluntary Closing Agreement Program Request, to submit a request and provide the required information. See IRM section 7.2.3.2.1 about completing the March 2013 version of the form. For more information about this program, including request submission requirements, case processing procedures, and resolutions standards, see IRM section 7.2.3. See Voluntary Compliance (for more information on TEB VCAP administrative procedures and resolution standards). More Information You can find information about the tax laws that apply to municipal finance arrangements, including tax forms and instructions, revenue procedures and notices, and publications at IRS.gov/bonds. If you have account specific questions, call Customer Account Services toll-free at 877-829-5500. 16 F-1 Exhibit F SPENDING SCHEDULE Expenditure Period Expenditure Balance Issue Date $36,310,978 4th Quarter 2021 $1,200,000 $35,110,978 1st Quarter 2022 $1,860,000 $33,250,978 2nd Quarter 2022 $1,710,000 $31,540,978 3rd Quarter 2022 $1,410,000 $30,130,978 4th Quarter 2022 $1,070,000 $29,060,978 1st Quarter 2023 $2,337,500 $26,723,478 2nd Quarter 2023 $2,337,500 $24,385,978 3rd Quarter 2023 $3,037,500 $21,348,478 4th Quarter 2023 $4,777,744 $16,570,734 1st Quarter 2024 $3,856,911 $12,713,823 2nd Quarter 2024 $3,856,911 $8,856,912 3rd Quarter 2024 $3,856,911 $5,000,001 4th Quarter 2024 $3,856,911 $1,143,090 <?: &2C '2=A2:/2? 2=.?A:2;A<3A52(?2.@B?F !;A2?;.9&2C2;B2'2?C602 &4+,7 49,74(2#,;,4:,5+,8,*9054 , $,,8,6(7(9,04897:*90548 (:9054& %%'#$ %'!$ '%"$ 595 -5704897:*90548(4+9/,2(9,8904-573(9054 $"#< "(79 #,657904.:9/5709=!33,4+,+#,9:74 0520852?2 !@@B2?H@;.:2 !@@B2?H@2:=9<F2?612;A6360.A6<;;B:/2? !# (#.:2<3=2?@<;<A52?A5.;6@@B2?D6A5D5<:A52!&':.F0<::B;60.A2./<BAA56@?2AB?;@226;@A?B0A6<;@)(292=5<;2;B:/2?<3<A52?=2?@<;@5<D;<;. #B:/2?.;1@A?22A<?% $ /<E63:.696@;<A1296C2?21A<@A?22A.11?2@@&<<: @B6A2 &2=<?A;B:/2?"$%! 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Enter the amount of gross proceeds invested or to be invested n a guaranteed investment contract (GIC). See instructions....................................................................................................................... b Enter the final maturity dale of the GIC ► (MM/DCVYYYY)__ ___________ e Enter the name of the GIC provider ► _____ 37 Pooled financings: Enter the amount of the proceeds of this Issue that are to bo used to make loans to other governmental units .................................................................................................................... 3Ba H this Issue is a loan made from the proceeds of another tax-exempt issue, check box ► □ and enter the following information: b Enter the date of the master pool bond ► (MM/DO/YYYY)______________________________________ c Enter the EIN of the issuer of the master pool bond ►____________________________ d Enter the name ol the issuer of the master pool bond ► _____________________________________ 39 If the issuer has designated the Issue under section 265(b)(3)(BXil)(lll) (small Issuer exception), check box .... ► □ 40 II the issuer hss elected to pay a penalty In lieu of arbitrage rebate, chock box............................................................ ► □ 41e If the issuer has identified a hedge, check hero ► □ and enter the lotowing information: b Name o' hedge provider ► __________ c Type of hedge ► ________________ _______________ d Term of hedge ► ___________________________________________ 42 If the issuer has superiniegrated the hedge, check box . ......................................................................................................► □ 43 If the issuer has established written procedures to onsure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations (see instructions), check box ....................................► El 44 »f the issuer has established written procedures to monitor the requroments of section 146, check box . .... ► 53 46a If same portion of the proceeds was used to reimburse expenditures, check here ► □ and enter the amount of reimbursement................................... b Enter the date the official intent was adopted > (MM/DO/YYVY) Signature and Consent Undarparua»*orpai>*v,ldaclOTiri*»liMMi«iwii*nattttW»*1um*r*iax>crnpaiiyiiifl*clwdJ»**iW*UMriiwrt».andK>tIi»ba«tol-nrig*i<p»il«dBi'and M«r. twr tr* tn*. eemet. and conwet*. 1 rvrthw d*d*i* owl 1 eon*** <o *» MS'* Oattoum or tha uauar** rerun Mtomueon, u natmmr, ic preen* Piajayn. to lhe paratn *i*t 1 hare nutruTOod »dov« k {XPft l. W7 11/9/2021 k Stave Art. Executive Director f stywtiireci Iww'i amherttad I«pn»—riutv Dare f Tup* or print name and OT# Paid Preparer Use Only Prtrs/Tip* prapanr-a nam* Praoerer'a aqreayre ow* cr*a, Q t ReneA Moore , M.O/v>— 11/M021 arf-np***, MW PO1063564 fwn'anama *■ Sutter Snow LLP Fkm aEIN *54-0331648 rjm’*«ddrea*e 1601 Cakfomia St Suite 5100. Denvei CO 80202 Phona no. 720-330-2356 lom S036-G (Rw.e-xtn Butler S NOW November 10, 2021 VIA FEDERAL EXPRESS Internal Revenue Service Center Ogden Campus 1973 North Rulon White Blvd. Ogden, UT 84404 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling) Series 2021 Ladies and Gentlemen: Enclosed for fding is an executed Internal Revenue Service Form 8038-G relating to the above-captioned bonds. Thank you. Sincerely, ’)1*~ Rene A. Moore RAM/mk Enclosure 1801 California Street Suite 5100 Denver, CO 80202 Rene Adema Moore 720.330.2356 rene.moore@butlersnow.com T720.330.2300 F 720.330.2301 www. butlersnow. com Butler Snow LLP 1 Melanie Keyes From:TrackingUpdates@fedex.com Sent:Friday, November 12, 2021 10:33 AM To:Melanie Keyes Subject:FedEx Shipment 775170712834: Your package has been delivered Hi. Your package was delivered Fri, 11/12/2021 at 10:25am. 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WHEAT RIDGE URBAN RENEWAL AUTHORITY, COLORADO Post-Issuance Compliance Policies and Procedures Adopted on April 10,2014 Table of Contents Section 1 - Purpose............................................................................................................................1 Section 2 - Compliance Officer Designation..................................................................................1 Section 3 - Tax-Exempt Debt Borrowings.....................................................................................2 I. Tax Certificates................................... 2 II. Internal Revenue Service Form 8038G - Tax-Exempt Bonds..........................................2 III. Reimbursement Declarations of Official Intent.................................................................2 IV. Qualified Hedge........................................................................................... 2 Section 4 - Use of Debt Proceeds - Tax-Exempt Bonds...............................................................2 I. Private Business Use...........................................................................................................2 II. Sale of Debt-Financed Property.........................................................................................3 III. Remedial Actions................................................................................................................3 IV. Private Loans.......................................................................................................................3 Section 5 - Arbitrage Rebate and Arbitrage Limitations Imposed on Tax-Exempt Debt.....3 I. Hiring an Arbitrage Calculating Agent..............................................................................3 II. Payment of Arbitrage Rebate and Yield Reduction Liability............................................4 III. Yield Restriction Limitations.............................................................................................4 IV. Timely Expenditure of Tax-Exempt Debt Proceeds..........................................................4 Section 6 - Recordkeeping...............................................................................................................4 I. Means of Maintaining Records...........................................................................................4 II. Retention Period..................................................................................................................5 III. Required Records................................................................................................................5 Section 7 - Voluntary Closing Agreement Program.....................................................................6 Section 8 - Annual Compliance and Continuing Education.......................................................6 Section 9 - Miscellaneous.................................................................................................................6 Section 10 - Consultation with Counsel.........................................................................................7 ATTACHMENT 1 - FORM OF ANNUAL COMPLIANCE CHECKLIST ATTACHMENT 2 - IRS PUBLICATION 4079-TAX-EXEMPT GOVERNMENTAL BONDS Wheat Ridge Urban Renewal Authority. Colorado Section 1 - Purpose It is the policy of the Wheat Ridge Urban Renewal Authority, Colorado (the “Authority”) to comply with federal tax law applicable to its tax-exempt debt borrowings (“Tax-Exempt Debt”) to ensure that interest paid on such Tax-Exempt Debt remains exempt from federal income tax. The federal tax law requires compliance with numerous rules and regulations, including but not limited to, filing requirements, yield restriction limitations, arbitrage rebate requirements, use of proceeds and financed projects limitations and recordkeeping requirements. Given the increasing complexity of the federal tax law, the Authority hereby formally adopts the following policies and procedures concerning its Tax-Exempt Debt (the “TE Policies and Procedures”). These TE Policies and Procedures are intended to serve as a guide for the Authority to facilitate compliance with federal tax law applicable to its Tax-Exempt Debt. In the event these policies and procedures conflict, in whole or in part, with the federal tax agreement or federal tax certificate prepared on behalf of the Authority in connection with its borrowing of Tax-Exempt Debt (the “Tax Certificate”), the terms of the applicable Tax Certificate will control. Section 2 - Compliance Officer Designation Mr. Patrick Goff, Executive Director of the Authority, is hereby designated as the Authority’s Compliance Officer. Except as otherwise described herein, the Authority’s designated Compliance Officer (the “Compliance Officer”) will have primary responsibility for ensuring that the Authority’s outstanding Tax-Exempt Debt is, and remains, in compliance with federal tax law. The Authority may appoint a new Compliance Officer from time to time as needed. Also, the Compliance Officer may delegate duties herein as deemed necessary. The Compliance Officer will at all times be aware of the Authority’s obligations set forth in these TE Policies and Procedures, including the Authority’s ongoing recordkeeping and compliance responsibilities associated with its Tax-Exempt Debt. The Compliance Officer will at all times be familiar with these TE Policies and Procedures and will be authorized to consult with third-party professionals (e.g., legal counsel, bond counsel and arbitrage calculating agents), as necessary, to ensure compliance with these TE Policies and Procedures. The Compliance Officer will be familiar with the IRS’s website at www.irs.gov/Tax-Exempt-Bonds and aware that such website contains information, forms and publications pertaining to tax-exempt bonds. Page 1 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado Section 3 - Tax-Exempt Debt Borrowings 1. Tax Certificates. The Tax Certificate (which is generally prepared by bond counsel and signed by the Authority) will serve as the operative document for purposes of establishing reasonable expectations of the Authority as of the date of the borrowing. Each Tax Certificate provides a summary of the federal tax rules applicable to each Tax-Exempt Debt borrowing. Prior to each borrowing, the Compliance Officer will review each Tax Certificate to confirm that the expectations set forth in the Tax Certificate are reasonable and accurate and to become familiar with the requirements set forth therein. II. Internal Revenue Service Form 8038G - Tax-Exempt Bonds. IRS Form 8038-G, Information Return for Tax-Exempt Governmental Obligations (“Form 8038-G”) is generally prepared by bond counsel as of the date of issuance of the Tax-Exempt Debt. The Authority understands that each Form 8038-G must be filed by the Authority with the IRS no later than the 15th day of the 2nd calendar month after the close of the calendar quarter in which the Tax- Exempt Debt is issued. The Compliance Officer will ensure that the proper information is documented in the Form 8038-G. III. Reimbursement Declarations of Official Intent. Under Section 1.150-2 of the Treasury Regulations, the Authority is permitted to use proceeds of Tax-Exempt Debt to reimburse certain expenditures paid before the date of issuance of the Tax-Exempt Debt (subject to certain requirements). One requirement is that the Authority must adopt a declaration of official intent to reimburse expenditures not later than 60 days after the reimbursed expenditure is paid. If proceeds the Tax-Exempt Debt will be used for reimbursement purposes, the Compliance Officer will ensure the timely adoption of such declaration of official intent. IV. Qualified Hedge. If the Authority enters into a qualified hedge (i.e. swap transaction) pursuant to Section 1.148-4(h) of the Treasury Regulations in connection with its Tax-Exempt Debt, the Compliance Officer will ensure compliance with the Treasury Regulations required for integration (to the extent integration is desired by the Authority). Section 4 - Use of Debt Proceeds - Tax-Exempt Bonds L Private Business Use. The Authority will not knowingly take or permit to be taken any action that would cause any of its outstanding Tax-Exempt Debt to become taxable “private activity bonds,” as described below. Generally, an issue of tax-exempt bonds under the Code will be considered taxable “private activity bonds” if more than 5% of the proceeds are used directly or indirectly in any trade or business carried on by a private business user and more than 5% of the debt service is directly or indirectly (1) secured by any interest in property used or to be used in any trade or business carried on by a private business user, or (2) derived from payments made in respect of property used or to be used in any trade or business carried on by a private business user. The Compliance Officer will annually review the “use” of its facilities financed with its outstanding Tax-Exempt Debt for compliance with the applicable use restrictions imposed on tax-exempt financed facilities, as set forth in the Tax Certificate. Prior to entering into certain arrangements that could give rise to an impermissible amount of private business use, the Page 2 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado Compliance Officer will consult with bond counsel before entering into such arrangements that include, but are not limited to, management contracts, operating agreements, licenses, leases, subleases, naming rights agreements, research agreements, cellular tower or solar panel placement agreements, clinical trial agreements, and joint venture or partnership arrangements. In the event the Compliance Officer determines the Authority has entered into an arrangement involving any of its facilities financed with Tax-Exempt Debt which may give rise to an impermissible amount of private business use, the Authority will consult bond counsel to determine whether such arrangement impacts the tax-exempt status of the Authority’s Tax- Exempt Debt. II. Sale of Debt-Financed Property. Prior to selling or otherwise disposing of any facilities financed with outstanding Tax-Exempt Debt, the Compliance Officer will consult with bond counsel to determine what impact, if any, such arrangement would have on the tax-exempt status of the Authority's outstanding Tax-Exempt Debt. III. Remedial Actions. The Compliance Officer will be aware of the remedial action rules contained in Treasury Regulations Section 1.141-12, providing, in certain circumstances, a mechanism to voluntarily remediate violations of the private business tests or private loan financing test. Although the Authority intends that none of its Tax-Exempt Debt will require the application of the remedial action rules, prior to taking any action that would cause its outstanding Tax-Exempt Debt to, absent a remedial action, violate the private business use tests or private loan financing test, the Compliance Officer will consult with bond counsel regarding the applicability of the remedial action rules to such action and the ability to remediate the impacted Tax-Exempt Debt. IV. Private Loans. The Authority’s Tax-Exempt Debt will be considered taxable “private loan bonds” if more than 5% of the proceeds of the Tax-Exempt Debt is used, directly or indirectly, to make or finance loans to private persons. The Authority will not take or permit to be taken any action that would cause any of its Tax-Exempt Debt to be considered taxable “private loan bonds.” The Authority will not loan the proceeds of its Tax-Exempt Debt to any third party without first consulting with bond counsel. The Compliance Officer will consult with bond counsel prior to any such loans being made by the Authority. Section 5 - Arbitrage Rebate and Arbitrage Limitations Imposed on Tax-Exempt Debt I. Hiring an Arbitrage Calculating Agent. With regard to each of the Authority’s outstanding Tax-Exempt Debt borrowings, the Authority will retain an arbitrage calculating agent to (a) determine whether the Tax-Exempt Debt in question qualifies for an exception to the arbitrage rebate rules and (b) perform calculations to ascertain whether an arbitrage rebate payment or yield reduction payment is owed to the IRS, unless, in the judgment of the Authority and in compliance with these TE Policies and Procedures and the Tax Certificate, there is no reasonable prospect of any arbitrage rebate or yield reduction payment liability. The Compliance Officer will coordinate the timely hiring of an arbitrage calculating agent as required by these TE Policies and Procedures. Page 3 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado II. Payment of Arbitrage Rebate and Yield Reduction Liability. The arbitrage calculating agent retained by the Authority (discussed above) will determine whether an arbitrage rebate payment or yield reduction payment is owed to the IRS. If payment is owed to the IRS, the Authority will instruct the arbitrage calculating agent to prepare IRS Form, 803 8-T, Arbitrage Rebate Yield Reduction and Penalty Payment in Lieu of Arbitrage Rebate (“Form 8038-T”). The Compliance Officer or arbitrage calculating agent will remit the Form 8038-T, with the required payment, to the IRS. The Compliance Officer will consult with its arbitrage calculating agent within thirty (30) days of the issue date of its Tax-Exempt Debt as to the required “installment computation dates” for purposes of calculating arbitrage rebate and yield reduction liability. As background, for these purposes, within 60 days after each installment computation date, the Authority must cause to be paid to the Internal Revenue Service at least 90% of the amount of arbitrage rebate and yield reduction payment liability owed. In addition, within 60 days after the final installment computation date, the Authority must cause to be paid to the Internal Revenue Service 100% of the amount of arbitrage rebate and yield reduction payment liability owed. Each completed Internal Revenue Service Form 8038-T, Arbitrage Rebate Yield Reduction and Penalty in Lieu of Arbitrage Rebate, together with full payment in the amount equal to the arbitrage rebate or yield reduction payment liability calculated by the arbitrage calculating agent, must be filed with the Internal Revenue Service at the applicable address which is currently, Internal Revenue Service Center, Ogden, UT 84201. III. Yield Restriction Limitations. For each Tax-Exempt Debt borrowing, the Authority will comply with the applicable yield restriction investment limitations and temporary periods with regard to its outstanding Tax-Exempt Debt, as described in the respective Tax Certificate. The Compliance Officer will monitor the Authority’s compliance with these applicable yield restriction limitations. IV. Timely Expenditure of Tax-Exempt Debt Proceeds. The IRS generally requires that conduit borrowers of Tax-Exempt Debt reasonably expect to spend eighty-five percent of the proceeds of such borrowings within three years of the issue date of such Tax-Exempt Debt. Accordingly, it is the Authority’s policy to utilize tax-exempt financing for projects that it reasonably expects will be substantially completed within three years, unless otherwise approved by bond counsel. Upon receipt of proceeds from Tax-Exempt Debt borrowings, the Compliance Officer will regularly monitor the expenditure of such proceeds. If the majority of such proceeds will not be fully expended within three years of the issue date of the Tax-Exempt Debt, the Compliance Officer will deteimine how quickly such amounts can be spent, and if needed, contact bond counsel to determine whether remedial action as described above (or some other form of action) will be needed. Section 6 - Recordkeeping I. Means of Maintaining Records. The Authority may maintain all records required to be held as described in this Section 6 in paper and/or electronic (e.g., CD, disks, tapes) form. It is the policy of the Authority to maintain as much of its records electronically as feasible. The Compliance Officer will be responsible for verifying the Authority’s continued compliance with Page 4 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado the recordkeeping requirements set forth in this Section 6 with regard to the Authority’s Tax- Exempt Debt. II. Retention Period. The Authority will maintain, or cause to be maintained, all records relating to the tax-exempt status of its Tax-Exempt Debt and the representations, certifications and covenants set forth in its respective Tax Certificates until the date four years after the last outstanding obligation of the issue to which such records and Tax Certificate relate has been retired. If the Authority borrows Tax-Exempt Debt to refund prior debt, the Authority will maintain all of the records described in this Section 6 with respect to the refunded debt as well (whether taxable or tax-exempt) until the date that is four years after the Tax-Exempt Debt, the proceeds of which were used to refund the prior debt, has been retired. For example, if the Authority borrows Tax-Exempt Debt in 2014 (2014 Bonds) to refund Tax-Exempt Debt borrowed in 2009 (2009 Bonds), the Authority will maintain the records described herein with respect to the 2009 Bonds until the date four years after the date the last outstanding 2014 Bond has been retired. If the 2009 Bonds themselves refunded prior debt, the Authority will also maintain records related to such prior debt for the same period of time. III. Required Records. The Authority will maintain detailed records with respect to the following: A. Transcript of Proceedings for the Authority’s Tax-Exempt Debt. B. Documentation evidencing the expenditure of proceeds of the Authority’s Tax-Exempt Debt. C. Documentation evidencing any private business use of facilities financed with proceeds of the Authority’s Tax-Exempt Debt. D. Documentation evidencing all sources of payment or security for the Authority’s Tax-Exempt Debt. E. Documentation pertaining to any investment of proceeds of the Authority’s Tax-Exempt Debt, including documentation pertaining to broker’s fees paid (if at all) or other administrative costs with respect to such investments. F. Records of arbitrage rebate payment and yield reduction payment calculations performed by the arbitrage calculating agent (irrespective of whether any amount was determined to be owed to the Internal Revenue Service), as well as records related to any arbitrage rebate payments or yield reduction payments made to the Internal Revenue Service, including the calculations performed by the arbitrage calculating agent substantiating such payments, together with the Internal Revenue Service Page 5 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, that accompanied all such payments. G. Documentation authorizing the reimbursement of expenditures using proceeds of the Tax-Exempt Debt. H. Appraisals, demand surveys and feasibility studies related to projects financed or refinanced with the Authority’s Tax-Exempt Debt. I. Documentation relating to any third-party funding for the Authority’s projects to which proceeds of the Authority’s Tax-Exempt Debt will be applied (including government grants). J. Records of any Internal Revenue Service audits or compliance checks, or any other Internal Revenue Service inquiry related to the Authority’s Tax- Exempt Debt. Section 7 - Voluntary Closing Agreement Program The Compliance Officer will be aware of the IRS’s TEB Voluntary Closing Agreement Program (“VCAP”) and its ability, pursuant to IRS Notice 2008-31, 2008-11 I.R.B. 592 (or a successor notice as the case may be), to request a voluntary closing agreement with the IRS to resolve compliance violations on the part of the Authority with the applicable federal tax rules to its outstanding Tax-Exempt Debt. A copy of Internal Revenue Service Notice 2008-31 is available on the Internal Revenue Service’s website at www.irs.gov. Section 8 - Annual Compliance and Continuing Education I. Annual Compliance. The Compliance Officer will complete the Annual Compliance Checklist within 60 days of the end of each “bond year,” as defined in the Tax Certificate. A copy of the Annual Compliance Checklist is attached hereto as Attachment 1. H. Continuing Education. The Compliance Officer will consult with bond counsel regarding the federal tax rules applicable to the Authority’s outstanding Tax-Exempt Debt and any changes to the federal tax law. The Authority will update these policies and procedures as needed to reflect any such changes. The Authority will encourage its Compliance Officer to attend continuing education events and conferences, as needed, pertaining to tax-exempt municipal bonds. The Authority will encourage its Compliance Officer to contact bond counsel and/or tax counsel as needed to comply with these TE Policies and Procedures and for purposes of completing the Annual Compliance Checklist. Section 9 - Miscellaneous The Authority reserves the right to amend or withdraw these TE Policies and Procedures at any time and from time to time to reflect changes in federal tax laws or other applicable laws concerning its outstanding Tax-Exempt Debt. The Compliance Officer will consult with bond counsel as it deems necessary to ensure the applicable federal tax law requirements are satisfied. Page 6 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado These TE Policies and Procedures do not, and are not intended to, limit the actions of the Authority solely to those federal tax matters listed above, but are intended to provide the Authority with broad discretion and general guidelines in addressing any and all federal tax matters that may affect its outstanding Tax-Exempt Debt. Section 10 - Consultation with Counsel Should the Authority, including the Compliance Officer, have further questions regarding these Post-Issuance Compliance Policies and Procedures or any other questions concerning the Authority’s Tax-Exempt Debt borrowings, please contact Rene Adema Moore at 720-330-2356 or Susan Pease Langford 404-803-0257. Page 7 Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado ATTACHMENT 1 - FORM OF ANNUAL COMPLIANCE CHECKLIST [Attached] Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority, Colorado FORM ANNUAL COMPLIANCE REPORT & CHECKLIST The Compliance Officer shall complete this Form Annual Compliance Report and Checklist (the “Annual Checklist”) for each of the Authority’s outstanding tax-exempt bonds on an annual basis, within 60 days of the close of the applicable bond year, which should be set forth in the Tax Certificate. The tax-exempt bonds identified below shall hereinafter be referred to as the “Bonds.” The projects) financed or refinanced with proceeds of the Bonds shall hereinafter be referred to as the “Project.” The Bond Year covered by this Annual Checklist shall hereinafter be referred to as the “Annual Period.” If the Compliance Officer identifies any compliance deficiencies in this Annual Checklist, the Compliance Officer should immediately contact Bond Counsel, as identified in the Authority’s TE Policies and Procedures and take the actions required in the Tax Certificate or TE Policies and Procedures. If the Compliance Officer has any questions pertaining to completion of this Annual Checklist, please contact Susan Pease Langford at 404-803-0257 or Rene Adema Moore at 720- 330-2356 (“Tax Counsel”). 1. GENERAL QUESTIONS Bond Caption: Date of Issuance of Bonds: Applicable Annual Period: Date of Annual Checklist: Name of Compliance Officer: Description of Project: 2. PROJECT OWNERSHIP Has the Project been continuously owned by the Authority during the Annual Period: If ownership of the Project has changed during the Annual Period, contact Tax Counsel: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridse Urban Renewal Authority. Colorado 3. PROJECT COMPLETION & EXPENDITURE OF PROCEEDS OF BONDS (FOR NEW MONEY PROJECTS) Amount of proceeds of Bonds originally allocated to construct the Project: _________________________________________ Have all such proceeds (including interest earned thereon) been spent: ________________________________________ If not, does the Authority expect such amounts will be expended in accordance with its expectations set forth in the Tax Certificate: ______ _________ If all such proceeds have not been spent, has more than three years elapsed since the Date of Issuance of Bonds: Has the Project been completed and placed in service: If Project has been completed and placed in service, has the Authority completed a “final allocation” of Bond proceeds : If Project has been completed, if any proceeds of the Bonds allocated to construct the Project remain unspent, contact Tax Counsel: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority- Colorado 4. USE OF PROJECT During the Annual Period, has any portion of the Project been managed by another entity: If so, has the arrangement been determined to be compliant with Revenue Procedure 97-13 (if not, contact Tax Counsel): During the Annual Period, has any portion of the Project been leased to another entity: If so, has the arrangement been determined to be compliant with Revenue Procedure 97-13 (if not, contact Tax Counsel): During the Annual Period, has any portion of the Project been used for research by another entity: If so, has the arrangement been determined to be compliant with Revenue Procedure 97-14 (if not, contact Tax Counsel): During the Annual Period, has the Authority entered into any agreements with respect to the Project that could result in private business use (such as naming rights agreements, cell tower or wind generation agreements, or other types of arrangements) (if yes, contact Tax Counsel): If the Authority intends to use the Project in a manner that may jeopardize the tax-exempt status of the Bonds, contact Tax Counsel: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado 5. REFUNDINGS If the Bonds were issued for current refunding purposes, were such proceeds of the Bonds spent within 90 days of the issue date of the Bonds (if no, contact tax counsel): If the Bonds were issued for advance refunding purposes, are the refunded Bonds being redeemed by the escrow agent in accordance with the requirements in the Escrow Agreement (if no, contact Tax Counsel): 6. ARBITRAGE AND REBATE Have all rebate and yield reduction calculations mandated in the Tax Certificate been prepared: If a rebate and yield calculation was prepared during the Annual Period, has the Authority retained a copy and filed an 8038-T with the IRS if required (if no, contact Tax Counsel): 7. RECORD KEEPING Has the Authority maintained all records as required by the Tax Certificate and the TE Policies and Procedures (if no, contact Tax Counsel): Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado 8. CORRESPONDENCE WITH INTERNAL REVENUE SERVICE During the Annual Period, has the Authority received any correspondence from the IRS pertaining to the Bonds: _____________________________ If yes, please describe: ______________________________ If yes, has the Authority contacted Tax Counsel: ______________________ 9. QUALIFIED HEDGE CONTRACTS During the Annual Period, has the Authority entered into a new hedge contract: _____ If the Authority previously integrated a hedge contract with the Bonds, has the Authority taken action to terminate the hedge contract during the Annual Period (if yes, contact Tax Counsel): _____ 10. MODIFICATIONS TO BOND DOCUMENTS During the Annual Period, has the Authority entered into an arrangement that modified the terms of the bond documents: If yes, please describe and contact Tax Counsel: 11. CONTINUING EDUCATION During the Annual Period, describe any continuing education events and/or conferences attended by the Compliance Officer: Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado During the Annual Period, has the Compliance Officer consulted with counsel regarding federal tax rules pertaining to the Bonds as needed: 12. REMEDIAL ACTION During the Annual Period, has the Compliance Officer identified a violation that may necessitate the need for the Authority to take remedial action with regard to the Bonds (if yes, contact Tax Counsel): 13. VCAP During the Annual Period, has the Compliance Officer identified a violation that may necessitate utilization of the IRS’s Voluntary Closing Agreement Program (if yes, contact Tax Counsel): A COPY OF THIS ANNUAL CHECKLIST SHOULD BE FILED WITH THE AUTHORITY’S RECORDS PERTAINING TO THE ISSUANCE OF THE BONDS. IF COMPLETION OF THIS CHECKLIST REQUIRES CONSULTATION WITH TAX COUNSEL, CONTACT ONE OF THE FOLLOWING ATTORNEYS: Rene Adema Moore at 720-330-2356. Susan Pease Langford at 404-803-0257 Tax-Exempt Debt: Post issuance Compliance Policies and Procedures Wheat Ridge Urban Renewal Authority. Colorado ATTACHMENT 2 IRS PUBLICATION 4079-TAX-EXEMPT GOVERNMENTAL BONDS Tax-Exempt Debt: Post Issuance Compliance Policies and Procedures fSSj Tax Exempt & IRS ®®vernrnerrt Entitites Tax-Exempt Governmental Bonds Publication 4079 (Rev. 9-2019) Catalog Number 34663R Department of the Treasury Internal Revenue Service Www.lrs.gov Contents Introduction............................................... 1 Background.................................................................................................................................2 Tax-Exempt Governmental Bonds............... 2 Other Governmental Bond Requirements.................................................................................6 Post-Issuance Compliance Monitoring............................................................... 14 What To Do When You Discover a Violation — TEB Voluntary Closing Ageement Program .........................................................................16 More Information....,16 Introduction This publication provides an overview of the federal tax law rules that apply to municipal financing arrangements commonly known as “governmental bonds.” It is intended to help issuers meet federal tax law requirements to ensure that interest earned by bondholders is exempt from taxation under Internal Revenue Code (IRC) Section 103. This publication is an overview of the rules; it isn’t official guidance that you may rely on for planning purposes. It refers to IRC sections, Income Tax Regulations (Treas. Regs.), revenue procedures and other official guidance. Please refer to the official guidance for the rules that apply to governmental bonds. Unless otherwise indicated, references in this publication to section numbers are references to sections of the IRC. For publications that discuss the general rules that apply to qualified 501(c)(3) bonds or other qualified private activity bonds, see IRS Publication 4077, Tax-Exempt Bonds for 501(c)(3) Charitable Organizations, and IRS Publication 4078, Tax-Exempt Private Activity Bonds. For an overview of an issuer’s responsibilities in a conduit financing arrangement, see IRS Publication 5005, Your Responsibilities as a Conduit Issuer of Tax-Exempt Bonds. For an overview of an issuer’s responsibilities with respect to arbitrage, See IRS Publication 5271, Complying with Arbitrage Requirements: A Guide for Issuers of Tax-Exempt Bonds. The IRS also provides more detailed information at IRS.gov/bonds. See also More Information, at the end of this publication. 1 Background State and local governments receive direct and indirect tax benefits under the IRC that lower borrowing costs on their valid debt obligations. Because interest paid to bondholders on these obligations is not includable in their gross income for federal income tax purposes, bondholders are willing to accept a lower interest rate than they would accept if the interest was taxable. These benefits apply to many different types of municipal debt financing arrangements including bonds, notes, loans, lease purchase contracts, lines of credit and commercial paper (collectively referred to as “bonds” in this publication). To receive these benefits, issuers must ensure that the requirements under the IRG are met, generally for as long as the bonds remain outstanding. These requirements include, but are not limited to, information filing and other requirements related to issuance, the proper and timely use of bond-financed property, and limitations on how bond proceeds (funds derived from the sale of bonds) may be invested. This publication describes these rules as they relate to governmental bonds. This publication also addresses practices and steps the issuer can take to protect the tax- exempt status of the bonds. For example, because the requirements and limitations generally apply at the time the bonds are issued and throughout the term of the bonds, this publication encourages issuers and beneficiaries of tax-exempt bonds to create procedures for monitoring compliance throughout the life of the bonds. For more information, see Post-Issuance Compliance Monitoring. Tax-Exempt Governmental Bonds Governmental bonds are bonds that do not meet the private activity bond tests. Proceeds of these bonds may be used to finance activities of, or facilities owned, operated or used by, the issuer for its purpose or another state or local government for its own purposes. This can include financing the construction, maintenance or repair of public infrastructure such as highways, schools, fire stations, libraries or other types of municipal facilities. To be tax-exempt, governmental bonds must comply with the requirements that define governmental bonds and requirements that apply to tax-exempt bonds generally. In this section, we discuss the tests for determining whether a bond is a governmental bond or a private activity bond. These tests apply at issuance and after the bonds are issued. This discussion includes remedial action provisions that apply when a deliberate action causes governmental bonds to become private activity bonds. If a deliberate action that results in a violation of any of the federal tax requirements cannot be corrected under the remedial action provisions, issuers may be able to enter into a closing agreement under the TEB Voluntary Closing Agreement Program (TEB VCAP) described in Notice 2008-31, 2008-11 l.R.B. 592 (see What To Do When You Discover a Violation — TEB Voluntary Closing Ageement Program). 2 Testing for Governmental Bonds: The Private Activity Bond Tests IRC Section 141 sets forth tests to determine if a bond is a private activity bond. These tests identify arrangements that actually, or are reasonably expected to, transfer benefits of tax- exempt financing to a nongovernmental person. A “nongovernmental person” is a person other than a governmental person. A governmental person means a state or local government as defined in Treas. Reg. Section 1.103-1 or any instrumentality of such entity. Governmental persons do not Include the United States or any agency or instrumentality of the United States. A state or local bond will be a private activity bond if, as of the issue date of the bonds or at any time while the bonds are outstanding, the bond issue exceeds the limits set forth in either: in the private business tests of Section 141 (b), which consist of the private use test and the private security and payment test, and certain special private business rules (see Special Private Business Test Rules and Special Rules for Certain Utility Financings, below), or ■ the private loan financing test of Section 141(c). The bond issue exceeds the private activity bond tests limits as of the issue date if the issuer or a conduit borrower of the bond proceeds reasonably expects that the issue will exceed the limits while the bonds are outstanding. A bond issue also exceeds the private activity bond tests limits after the issue date if a deliberate action is taken that causes those limits to be exceeded. If a bond is a private activity bond, interest on the bond may still be excludable from federal income tax if the bond issue meets the additional requirements that apply to qualified private activity bonds. For a discussion of these additional requirements, see Publication 4078, Tax- Exempt Private Activity Bonds. Private Business Tests Under IRC Section 141(b), a bond issue exceeds the limits of the private business tests, and therefore does not qualify as a governmental bond issue, if the issue exceeds the limit of the private business use test and also exceeds the limit of the private security or payment test. Private Business Use Test. A state or local bond issue exceeds the limit of the private business use test if more than 10% of the proceeds of an issue are to be used for any private business use. Use of bond proceeds or bond-financed property by a nongovernmental person (individual or entity) in furtherance of a trade or business activity is considered private business use for tax- exempt bond purposes. For this purpose, any trade or business activity of a natural person is treated as a trade or business, and any activity carried on by a person (Including a governmental entity or corporation) other than a natural person is treated as a trade or business. Indirect uses of proceeds must also be considered in determining whether more than 10% of the proceeds of an issue will be used in a private business use. For example, property is treated as being used for a private business use if it is leased to a nongovernmental person and then sub leased to a governmental person if the nongovernmental person’s use is in a trade or business. Many types of arrangements can result in private business use under IRC Section 141 at issuance or later, including management and service contracts and research agreements. Management and Service Contracts. Contracts for a private entity to manage a bond-financed facility may cause the private business use test to be met. For example, a management contract between a governmental entity and a nongovernmental person under which the nongovernmental person receives compensation for services provided with respect to bond- financed property may result in the bonds meeting the private business use test. 3 The IRS has provided safe harbors protecting against private business use for management and service contracts between a private entity and a governmental entity when the service is provided in connection with bond-financed property. For more information, see Revenue Procedure 2017-13. Contracts that fail the safe harbor do not automaticaily meet the private business use test; al! facts and circumstances are considered to determine whether the contract meets the test. Research Agreements. Research agreements may also cause the private business use test to be met. For example, when private entities or the federal government sponsor research at a facility financed with tax-exempt bonds, the research agreements may result in the bonds meeting the private business use test. However, the IRS has provided safe harbors for research agreements. For more information, see Revenue Procedure 2007-47, 2007-29 I.R.B. 108. As with management contracts, failure to meet the safe harbors does not automatically cause the private business use test to be met. NOTE: If an issuer determines that its bonds meet the private business use test, the bonds have not met the private business tests unless the bonds also meet the private payment or security test. Private Security or Payment Test. A state or local bond exceeds the limit of the private security or payment test if more than 10% of the proceeds of the bond issue is (under the terms of the issue or any underlying arrangement) directly or indirectly (1) secured by any interest in property used or to be used for a private business use or payments in respect of the property, or (2) to be derived from payments (whether or not to the issuer) in respect of property, or borrowed money, used or to be used for a private business use. For example, lease payments made by private businesses to a city for the lease of property in a blighted area that was rehabilitated with proceeds of the city’s bonds would be treated as private payments. NOTE: If an issuer determines that its bonds meet the private security or payment test, the bonds have not met the private business tests unless the bonds also meet the private business use test. Special Private Business Test Rules. Additional limits on private business activity apply when private business use is unrelated to the governmental use, when private business use is disproportionate to the governmental use, and when the “nonqualified amount” exceeds $15 million. Unrelated and Disproportionate Use. IRC Section 141(b)(3) provides an additional limit for unrelated and disproportionate business use, which is lower than the limits in Sections 141(b)(1) and 141(b)(2). in particular, it limits unrelated or disproportionate private use of assets financed with governmental bonds to 5% of the proceeds of the bonds. The rule also reduces the private security or payment test limit to 5%. For this purpose, only payments, property and borrowed money with respect to the unrelated or disproportionate use are taken into account. Unrelated use is private use that isn’t related to the governmental use of the issue. Whether a private business use is related to a government use financed with the proceeds of an issue is determined on a case-by-case basis, emphasizing the operational relationship between the government use and the private business use. in general, a facility that is used for a related private business use must be located within, or adjacent to, the govemmentally-used facility. Example: A county issues bonds with proceeds of $20 million and uses $18.1 million of the proceeds for construction of a new school building and $1.9 miiiion of the proceeds for construction of a privately operated cafeteria in its administrative office building, which is located at a remote site. The bonds are secured, in part, by the cafeteria. The $1.9 million of proceeds is unrelated to the governmental use (that is, school construction) financed with the bonds and exceeds 5% of $20 million. Thus, the issue exceeds the limit under the private business tests. A private business use is disproportionate to a related government use only to the extent that the amount of proceeds used for that private business exceeds the amount of proceeds of the issue used for the related government use. For example, a private use of $100 million of proceeds that is related to a government use of $70 million of proceeds results in $30 million of disproportionate use. When unrelated use and disproportionate use occur in the same bond issue, the two uses are aggregated to test against the 5% limit. Additional examples of the unrelated or disproportionate private use limits may be found in Treas. Reg. Section 1.141-9(e). Remedial Actions for Unrelated or Disproportionate Use. A deliberate action that occurs after the issue date does not result in unrelated or disproportionate use if the issue meets the remedial action provisions in Treas. Regs. Section 1.141-12(a), discussed in Remedial Actions for Nonqualified Use. The $15 Million Limit on the Nonqualified Amount. An additional limit may apply even though the “nonqualified amount" of proceeds does not exceed 10% of the proceeds of the bonds (or a lesser amount of unrelated or disproportionate use of proceeds), and therefore the private activity limits discussed above have not been exceeded. The nonqualified amount is the lesser of the amount of proceeds used in private business use or the amount of proceeds with respect to which there are private payments or security. Section 141(b)(5) provides that an issue of bonds will be private activity bonds if the nonqualified amount exceeds $15 million, unless the issuer applies state volume cap under Section 146 to the excess of the nonqualified amount over $15 million. For additional information on the state volume cap limit under Section 146, see Publication 4078, Tax-Exempt Private Activity Bonds. Special Rules for Certain Utility Financings. There are two additional limits that issuers of bonds for utility projects should consider. The first limit, under Section 141(b)(4), applies if 5% or more of the proceeds of the issue are to be used to finance any “output facility,” as defined in the regulations (other than a facility for the furnishing of water). Section 141(b)(4) limits the nonqualified amount of proceeds of a governmental bond issued to finance the output facilities to $15 million. This rule applies in addition to the tests under Section 141(b)(1) and (2). In applying this limit, issuers must include the nonqualified amounts on any prior outstanding tax-exempt bond issues for which 5% or more of the proceeds of the prior issue are or will be used for either the same output facility or another output facility that is part of the same project. If the nonqualified amount exceeds $15 million, the bonds are private activity bonds. Under the second limit, bonds will be private activity bonds if the amount of the proceeds of the issue that are to be used (directly or indirectly) for the acquisition by a governmental unit of nongovernmental output property exceeds the lesser of 5% of the proceeds or $5 million. “Nongovernmental output property” means any property (or interest therein) which before the acquisition was used (or held for use) by a person other than a governmental unit in connection with an output facility (other than a facility for the furnishing of water). The rule has several exceptions, which are beyond the scope of this publication. 5 Private Loan Financing Test A state or local bond exceeds the limit of the private loan financing test if the amount of proceeds of the issue which is to be used (directly or indirectly) to make or finance loans to persons other than governmental entities exceeds the lesser of 5% of the proceeds or $5 million. A bond that exceeds the private loan financing test limit is a private activity bond, even if it does not also meet the private business tests. Exceeding the Private Activity Bond Tests Limits after Issuance Even if the bonds comply with the limits of the private activity bond tests at issuance, a governmental bond issue can lose its tax-exempt status (from the time of issuance) if the issuer or a conduit borrower of the bond proceeds takes a “deliberate action” after the issue date that causes the issue to exceed those limits. A deliberate action is any action taken by the issuer or conduit borrower that is within its control; intent to exceed the limits is not necessary for an action to be deliberate. A deliberate action occurs on the date the issuer or conduit borrower enters into a binding contract (that is not subject to any material contingencies) with a nongovernmental person for use of the bond-financed property in a manner that causes the limits of the private activity tests to be exceeded. Remedial Actions for Nonqualified Use. The regulations provide that an issuer and, in conduit financings, a conduit borrower that engages in a deliberate action causing the limits of the private activity bond tests to be exceeded may, in certain cases, cure that deliberate action. Treas. Reg. Section 1.141-12 provides that an issuer may take remedial actions to cure a deliberate action that would otherwise cause the bonds to lose their tax-exempt status. The remedial actions include redemption or defeasance of nonqualified bonds, alternative use of disposition proceeds and alternative use of bond-financed property. Example: A city enters into an agreement through which it sells a building financed with governmental bond proceeds to a corporation and leases the same building back from that corporation, with the result that the corporation owns the building for federal income tax purposes. This change in ownership of the property results in private business use and is a deliberate action. However, the city may remediate the deliberate action by redeeming the nonqualified bonds within 90 days of the action. Other Governmental Bond Requirements Other rules an issuer must meet for a governmental bond to be tax-exempt include: ■ rules a governmental bond must meet for interest to be excluded from federal income tax, including rules that relate to issuance of the bonds (including elections that need to be made when the bonds are issued) and rules that apply at issuance and throughout the life of the bonds; ■ rules that apply when modifications are made to bond terms; and ■ recordkeeping requirements. 6 Requirements Related to Issuance The following is an overview of several general rules related to the issuance of governmental bonds. Issuers Must File an Information Return. Issuers of governmental bonds must comply with certain information filing requirements under IRC Section 149(e). The size of the issuance dictates which information return an issuer must file. The chart below describes what form is required and when it must be filed. The IRS Forms listed below are available on the TEB website. Information Reporting Under Section 149(e) Information Return Duo Date Whore to File Form 8038-G, Information Return for Tax-Exempt Governmental Bonds, for a governmental bond issue with an issue price of $100,000 or greater. Form 8038-GC, Information . Return for Small Tax-Exempt Governmental Bond Issues, Leases, and Installment Sales, for a governmental bond issue with an issue price of less than $100,000. May be filed for a single issue or on a consolidated basis for all '‘small” issues in a calendar year. Generally, both returns are due on or before the 15th day of the 2nd calendar month after the close of the calendar quarter in which the bonds were issued. Example: The due date of the return for bonds issued on February 1 is May 15. Alternatively, Form 8038-GG may be filed annually on a consolidated basis for all bond issues of less than $100,000 that are not reported on a separate Form 8038-GC and that are not construction issues electing to pay a penalty in lieu of rebate. Consolidated returns are due on or before February 15 following the calendar year in which the bonds were issued. Example: An issuer issues three governmental bond issues with issue prices and dates as follows: $50,000 Issue A - March 1, 2018; $75,000 Issue B - June 15, 2018; and $30,000 Issue C - October 5, 2018. This issuer can file one consolidated Form 8038-GC by February 15, 2019 for all three bond issues. File Form 8038-G and Form 8038-GC information returns at: Department of the Treasury Internal Revenue Service Center Ogden, UT 84201 An issuer may request an extension of time to file Forms 8038-G or 8038-GC if the failure to file the return on time wasn’t due to willful neglect. To request an extension, the issuer must follow Revenue Procedure 2002-48, 2002-37 I.R.B. 531. These procedures generally require that the issuer: (1) attach a letter to the Form 8038-G or Form 8038-GC briefly explaining when the return was required to be filed, why the return was not timely submitted, and whether the bond issue is under examination; (2) enter on top of the letter “Request for Relief under section 3 of Rev. Proc. 2002-48” and (3) file the letter and return at the Internal Revenue Service Center, Ogden, UT 84201. Bonds Must Be in Registered Form. IRC Section 149(a) generally provides that any tax-exempt bond, including governmental bonds, must be issued “in registered form” unless the bond is not of a type offered to the public or has, at the date of issue, a maturity of not more than one year. 7 The regulations describe what it means to be in “registered form,” Treas. Reg. Section 5f.103- 1(c)(1) provides that an obligation issued after January 20,1987, pursuant to a binding contract entered into after January 20, 1987, is in registered form if: B the obligation Is registered as to both principal and any stated interest with the issuer (or its agent) and that the transfer of the obligation to a new holder may be effected only by surrender of the old instrument and the issuer must either reissue the old instrument or issue a new instrument to the new holder, or ■ the right to the principal of, and stated interest on, the obligation may be transferred only through a book-entry system maintained by the issuer (or its agent); or B the obligation is registered as to both principal and any stated interest with the issuer (or its agent) and may be transferred through both the above methods. Issuers Must Make Certain Elections at Issuance. When an issuer considers actions it must take when it issues bonds, it should consider whether it wants to make any elections. Various provisions of the IRC and regulations require that the issuer make certain elections in writing and retain elections as part of the bond documents. Many eiect'ions have to be made on or before the issue date of the bonds. Some elections may be made by either the issuer or a conduit borrower. Others must be made by the actual issuer of the bonds. The IRS frequently observes that issuers make the written elections in the arbitrage certificate prepared pursuant to Treas. . Reg. Section 1.148-2. Once made, elections cannot be revoked without IRS permission. Examples of elections include: a waiving the right to treat a purpose investment as a program investment a waiving the right to invest in higher yielding investments during any temporary period a the issuer of a pooled financing issue electing to apply rebate spending exceptions separately to each conduit loan ■ applying actual facts rather than reasonable expectations for certain provisions under the two- year spending exception from rebate O excluding the earnings on a reasonably required reserve fund from available construction proceeds under the two-year spending exception from rebate ■ treating a portion of an issue as a separate construction issue under the two-year spending exception from rebate ■ electing to pay 1.5% penalty in lieu of arbitrage rebate ■ electing to treat portions of a bond issue as separate issues Requirements that Apply at Issuance and Throughout the Life of the Bonds Proceeds Must Be Timely Allocated to Expenditures. Issuers and conduit borrowers must follow the rules for allocating bond proceeds. The issuer or other entity controlling expenditure of the proceeds of a governmental bond issue must allocate those proceeds among the various expenditures or other purposes of the issue in a manner demonstrating that the private activity bond tests are not met. These allocations must generally be consistent with the allocations made for determining compliance with the arbitrage yield restriction and rebate requirements, as well as other federal tax filings. See Proceeds are Subject to Investment Restrictions: the Arbitrage Yield Restriction and Arbitrage Rebate Requirements for an overview of those rules. 8 An issuer must allocate proceeds to expenditures not later than 18 months after the later pf the date each expenditure is paid or the date the project, if any, that is financed by the issue is placed in service. This allocation must be made in any event by the date 60 days after the fifth anniversary of the issue date or the date 60 days after the retirement of the issue, if earlier. Proceeds are Subject to Investment Restrictions: the Arbitrage Yield Restriction and Arbitrage Rebate Requirements. Issuers of tax-exempt bonds, including governmental bonds, are generally subject to investment or arbitrage limitations under IRC Section 148. Failure to comply with those arbitrage limitations will result in the bonds being arbitrage bonds and interest on the bonds being taxable. In general, arbitrage is earned when the gross proceeds of an issue are used to acquire investments that earn a yield that is materially higher than the yield on the bonds of the issue. Earning arbitrage is permitted in certain circumstances. In some circumstances arbitrage may be earned but must be paid, or rebated to the U.S. Department of the Treasury. In some cases, an issuer may be able to reduce the yield on an investment for arbitrage purposes and thereby avoid an arbitrage violation by making a yield reduction payment to the U.S. Treasury. See Where and When to File Arbitrage Rebate Yield Reduction Payments, for information on how to make yield reduction payments. An issuer must comply with two genera] sets of arbitrage rules: (1) the yield restriction requirements of Section 148(a) and (2) the rebate requirements of Section 148(f). An issuer may meet one of these rules but still have arbitrage bonds because it failed to meet the other. Even though interconnected, both sets of rules have their own distinct requirements. The following is an overview of the basic requirements of these two general rules. Additional requirements or exceptions, beyond the scope of this publication, may apply in certain instances. An issuer’s reasonable expectations on the issue date regarding the amount and use of gross proceeds of the issue are used to determine whether an issue consists of arbitrage bonds. In addition, if an issuer or any person acting for the issuer takes a deliberate, intentional action to earn arbitrage after the issue date, that action will cause the bonds of an issue to be arbitrage bonds if that action, had it been reasonably expected on the issue date, would have caused the bonds to be arbitrage bonds. Intent to violate the requirements of Section 148 is not necessary for an action to be intentional. Yield Restriction Requirements. The yield restriction rules of IRC Section 148(a) generally provide that the direct or indirect investment of the gross proceeds of bonds in investments earning a yield materially higher than the yield of the bond issue causes the bonds to be arbitrage bonds. The chart below describes when the yield on particular investments will be “materially higher” (the chart shows the permitted yield spread between the yield on the bond issue and the yield on the particular investment; any spread beyond that stated is materially higher): 9 “Materially Higher” Limits £jjH *!■ ■'ii'.-.1 i'M.Mii* ■ General rule (when other rules below don't apply)1/8 of one percentage point Investments in a refunding escrow 1/1000 of one percentage point Investments allocable to replacement proceeds 1/1000 of one percentage point Program investments 1.5 percentage points Investments in tax-exempt bonds that are not subject to the alternative minimum income tax No yield limitation Certain exceptions are available under the yield restriction rules. The investment of proceeds in materially higher yielding investments does not cause the bonds of an issue to be arbitrage bonds: (1) during a temporary period (for example, three-year temporary period for capital projects and 13 months for restricted working capital expenditures); (2) as part of a reasonably required reserve or replacement fund; and (3) as part of a minor portion (an amount not exceeding the lesser of 5% of the sale proceeds of the issue or $100,000). Whether the arbitrage yield restrictions rules apply, issuers should consider whether the rebate requirements apply. Rebate Requirements. The rebate requirements of IRC Section 148(f) generally provide that, unless certain earnings on “nonpurpose investments” allocable to the gross proceeds of an issue are rebated to the U.S. Treasury, the bonds in the issue will be arbitrage bonds. Generally, nonpurpose investments are investment securities such as Treasury bonds, bank deposits or guaranteed investment contracts, and so on, and do not include “purpose investments.” A purpose investment is an investment that the issuer acquires to carry out the governmental purpose of an issue. An example of a purpose investment is the loan obligation created when an issuer loans bond proceeds to another governmental unit, such as in a pooled or “bond bank" financing. The arbitrage that must be rebated is based on the excess (if any) of the amount actually earned on nonpurpose investments over the amount that would have been earned if those investments had a yield equal to the yield on the issue, plus any income attributable to the excess. Under Treas. Reg. Section 1.148-3(b), the future values (as of the computation date) of all earnings received and payments actually or constructively made on nonpurpose investments are included in determining the amount of rebate due. See Where and When to File Arbitrage Rebate Yield Reduction Payments for information on how to make rebate payments. There are, however, two types of exceptions to the general rebate requirements that apply to governmental bonds: the small issuer exception and the spending exceptions. Small Issuer Exception. This exception provides that governmental bonds issued by small governmental issuers with general taxing powers are treated as meeting the arbitrage rebate requirement. A governmental entity has general taxing powers if it has the power to impose taxes of general applicability which, when collected, may be used for its general purposes. 10 An issue (other than a refunding issue, for which other rules apply) qualifies for the small issuer exception only if the Issuer reasonably expects as of the issue date to issue, or in fact issues, $5 million or less in tax-exempt governmental bonds during the calendar year. The aggregation rules of Section 148(f)(4)(D) should be considered when determining whether this exception applies. The $5 million limit is increased by the aggregate face amount of bonds attributable to financing the construction of public school facilities, up to an additional $10 million. For example, the small issuer exception could apply if the qualifying issuer issued $5 million in tax-exempt governmental bonds for street improvements and $5 million in tax-exempt bonds to finance construction of public school facilities in the same calendar year. An issue meeting the small issuer requirements is exempt from rebate for all gross proceeds. However, the small issuer exception is an exception from rebate and not from the arbitrage rules altogether. The yield restriction rules still apply. Therefore, an issuer qualifying for this exception needs to establish a temporary period for project fund investments and needs to establish that any reserve fund is reasonably required. Spending Exceptions. There are three spending exceptions to the rebate requirements. Whether these exceptions apply depends on the timing of expenditures of required amounts of proceeds, as follows: Spending Exceptions Spending Period Spending Exception 6 months Treas. Reg. Section 1.148-7(c) provides an exception to rebate if the gross proceeds of the bond issue are allocated to expenditures for governmental or qualified purposes that are incurred within 6 months after the issue date. 18 months Treas. Reg. Section 1.148-7(d) provides an exception to rebate if the gross proceeds of the bond issue are allocated to expenditures for governmental or qualified purposes which are incurred within: (1) at least 15% within 6 months after the issue date; (2) at least 60% within 12 months after the issue date; and (3) 100% within 18 months after the issue date. 2 years Treas. Reg. Section 1.148-7(e) provides an exception to rebate for construction issues financing property to be owned by a governmental entity or 501(c)(3) organization when certain available construction proceeds are allocated to expenditures: (1) at least 10% within 6 months after the issue date; (2) at least 45% within 12 months after the Issue date; (3) at least 75% within 18 months after the issue date; and (4) 100% within 24 months after the issue date. 11 Where and When To File Arbitrage Rebate and Yield Reduction Payments. Issuers of tax-exempt bonds file Form 8038-T, Arbitrage Rebate, Yield Reduction and Penalty in Lieu of Arbitrage Rebate, to make: ■ yield reduction payments ■ arbitrage rebate payments ■ payments of a penalty in lieu of rebate a payment in connection with the termination of the election to pay a penalty in lieu of arbitrage rebate ■ payment of the penalty for failure to pay arbitrage rebate on time A yield reduction payment or arbitrage rebate installment payment is required to be paid no later than 60 days after the “computation date” to which the payment relates. An issuer of a fixed yield issue may treat any date as a computation date. An issuer of a variable yield issue may treat the last day of any bond year ending on or before the latest date for making the first rebate payment (generally not later than five years after the issue date) as a computation date. Thereafter, the issuer must consistently treat either the end of each bond year of the end of each fifth bond year as a computation date. Generally, a “bond year” is a one-year period that ends on the date that the issuer selects. If the issuer does not make a timely selection, the bond years for the issue end on each anniversary of the issue date and on the final maturity date. Recovering an Overpayment of Rebate, if an issuer pays more than the required rebate, it may ask to recover the overpayment. In general, an issuer may request an overpayment of arbitrage rebate when it can establish that an overpayment occurred. An overpayment is the excess of the amount paid to the U.S. Treasury for an issue under IRC Section 148 over the sum of the rebate amount for the issue as of the most recent computation date and all. amounts that are otherwise required to be paid under Section 148 as of the date the recovery is requested. The request can be made with the IRS by completing and filing Form 8038-R, Request for Recovery of Overpayments Under Arbitrage Rebate Provisions. An issuer must file a Form 8038-R no later than the date that is two years after the final computation date for the issue. For more information, see Treas. Reg. Section 1.148-3(1). Special Remedial Action for Failure to Timely Pay Arbitrage Rebate. An issuer that fails to timely pay arbitrage rebate will be excused from having its bonds be arbitrage bonds if the failure isn’t due to willful neglect and the issuer submits a Form 8038-T with a payment of the rebate amount owed, plus penalty and interest. The penalty may be waived under certain circumstances. For more information, see Treas. Reg. Section 1.148-3(i)(3) and Revenue Procedure 2005-40, 2005- 28 I.R.B. 83. Bonds May Not Be Federally Guaranteed. IRC Section 149(b) provides that any tax-exempt bond, including a governmental bond, will not be treated as tax-exempt if the payment of principal or Interest is directly or indirectly guaranteed by the federal government or any agency or instrumentality of the federal government. Exceptions to this general rule include guarantees by certain quasi-governmental entities administering federal insurance programs, and federal guarantees for qualified residential rental projects, home mortgages and student loans. Additional exceptions apply for the investment of bond proceeds that are invested in U.S. Treasury securities or held in a bona fide debt service fund, a reasonably required reserve or replacement fund or a refunding escrow, and investments during a permitted initial temporary period. 12 A Bond May Not Be a Hedge Bond. IRC Section 149(g) states that hedge bonds will not be tax-exempt unless certain requirements, described below, are satisfied. A “hedge bond” is any bond that is part of a bond issue that fails either of the following requirements: ■ The issuer must reasonably expect that 85% of the spendable proceeds of the issue will be used to carry out the qualified purpose within the three-year period beginning on the date the bonds are issued (“spendable proceeds” means proceeds from the sale of the issue, less the portion invested in a reasonably required reserve or replacement fund or as part of a permitted “minor portion”). ■ Not more than 50% of the proceeds of the issue are invested in nonpurpose investments having a substantially guaranteed yield for four or more years. Section 149(g)(3)(B) provides an exception to the genera! definition of a hedge bond if at least 95% of the net proceeds of the issue are invested in tax-exempt bonds that are not subject to the alternative minimum tax. For this purpose, amounts held either: (1) in a bona fide debt service fund, or (2) for 30 days or less pending either reinvestment of the proceeds or bond redemption, are treated as invested in tax-exempt bonds not subject to the alternative minimum tax. Additionally, a refunding bond issue does not generally consist of hedge bonds if the prior issue met the requirements for tax-exempt status and issuance of the refunding bonds furthers a significant governmental purpose (for example, realize debt service savings, but not to otherwise hedge against future increases in interest rates). Even if an issue otherwise meets the definition of a hedge bond, it will generally still be tax- exempt if two requirements are satisfied. First, at least 95% of the reasonably expected legal and underwriting costs associated with issuing the bonds must be paid within 180 days after the issue date and the payment of such costs must not be contingent upon the disbursement of the bond proceeds. Second, on the date of issuance the issuer must reasonably expect that the spendable proceeds of the issue will be allocated to expenditures for governmental or qualified purposes within the following schedule: ■ 10% within 1 year after the date of issuance; ■ 30% within 2 years after the date of issuance; ■ 60% within 3 years after the date of issuance; and ■ 85% within 5 years after the date of issuance. Limitations on Refunding Governmental Bonds. Governmental bonds may be currently refunded. The Tax Cuts and Jobs Act (2017) repealed the exclusion from gross income for interest on bonds issued to advance refund another bond. The repeal applies to advance refunding bonds issued after December 31, 2017. A bond is classified as an advance refunding if it is issued more than 90 days before the redemption of the refunded bonds. Under Treas. Reg. Section 1.150-1 (d)(1), a refunding bond issue is an issue the proceeds of which are used to pay principal, interest, or redemption price on another issue (a prior issue), as well as the issuance cost, accrued interest, capitalized interest on the refunding issue, a reserve or replacement fund, or any similar cost properly aliocable to that refunding issue. Refunding issues generally derive their tax-exempt status from the prior issue they refund; if the prior issue was not tax-exempt, the refunding bonds generally cannot be tax exempt. 13 Bonds May Not Be Used for Abusive Tax Transactions The IRS, is engaged in extensive efforts to curb abusive tax shelter schemes and transactions. What Happens When the Terms of a Bond are Modified? If the terms of a governmental bond are sufficiently modified, the bond will be treated as reissued. When bonds are reissued, either actually or in a deemed reissuance, the new bonds must be retested as of the date of the reissuance to determine if all the federal tax requirements are met for the “new” issue. These include the requirements that apply when bonds are issued, such as timely filing of the Form 8038-G or 8038-GC. See Requirements Related to Issuance - Issuers Must File an Information Return. A deemed reissuance may arise if sufficient changes are made to the bond terms, such as when a bondholder and issuer agree, directly or indirectly, to a significant modification of the terms of any bonds. See Reissuance of Tax-Exempt Obligations: Some Basic Concepts for examples of significant modifications. If deemed reissued, the modified bonds are deemed exchanged for the original bonds. In general, the date the issuer and bondholder enter into the agreement to modify the terms of the bonds is treated as the date of issuance of the new bonds, even if the modification is not immediately effective. At reissuance, the modified bond must meet any tax law requirements that apply upon its early retirement in connection with the reissuance, including the acceleration of any arbitrage rebate or yield reduction payment that is due. See Where and When To File Arbitrage Rebate and Yield Reduction Payments. Issuers Must Retain Records to Show that Requirements are Satisfied IRC Section 6001 and Treas. Reg. Section 1.6001-1(a) generally provide that any person subject to income tax, or any person required to file a return of information with respect to income (for example, the issuer filing information returns relating to its bond issues), must keep any books and records as are sufficient to establish the amount of gross income, deductions, credits or other matters required to be shown by that person in any return. See Frequently Asked Questions for more information. Post-Issuance Compliance Monitoring In this section, we discuss the importance of issuers monitoring compliance with the IRC requirements and suggest steps an issuer may take to monitor its bond issues. Protecting Against Post-Issuance Violations issuers may be concerned with how they can further protect the tax-exempt status of their bonds. Reliance solely on bond documents and tax certificates provided when the bonds are issued will not likely provide the assurance an issuer desires. To gain greater confidence that bonds are in compliance with federal tax laws, an issuer may adopt post-issuance monitoring procedures. Issuers that establish and follow comprehensive written monitoring procedures to promote post-issuance compliance generally are less likely to violate the federal tax requirements related to its bonds, and are more likely to find any violations earlier, than those without procedures. Eariy discovery of a violation is a factor IRS considers in determining the appropriate resolution under its TEB VCAP. 14 Steps to Better Monitoring In formulating its procedures, an issuer may consider: ■ designating one or more officials to assist in post-issuance compliance; n designating one or more officials to assist with and respond to examinations of the bond issue; ■ providing training or other technical support to designated officials; ■ designating time intervals within which compliance monitoring activities will be completed; and ■ timely completing remedial actions {including requests under TEB VCAP) to correct or otherwise resolve identified noncompliance. The chart below identifies particular areas for compliance monitoring procedures. Compliance Procedures ' Vi*! n :•! i-)■ ■ ■ :* t» 'lollt&v11- rtu.ri! r -^!»i ihi.- »hm iu ; ij1;. Information Return Filing Procedures to ensure timely filing of information returns, including procedures concerning amended and !ate filed returns Other Governmental Bond Requirements - Requirements Related to Issuance - issuers Must File an Information Return Private Use of Proceeds or Bond-Financed Property Procedures to timely identify and remediate deliberate actions Tax-Exempt Governmental Bonds - Testing for Governmental Bonds: The Private Activity Bond Tests Reissuance Procedures to satisfy tax requirements when a significant modification in terms results in a reissuance for federal income tax purposes Other Governmental Bond Requirements - What Happens When the Terms of a Bond Are Modified? Elections Procedures for timely federal income tax elections Other Governmental Bond Requirements - Requirements Reiated to Issuance - issuers Must Make Certain Elections at Issuance Allocation of Proceeds Procedures for the timely expenditure and accounting for use and investment of bond proceeds Other Governmental Bond Requirements - Requirements that Apply at Issuance and Throughout the Life of the Bonds - Proceeds Must be Timely Allocated to Expenditures Arbitrage Compliance Procedures for the timely computation and payment of arbitrage rebate and yield reduction payments Other Governmental Bond Requirements - Requirements that Apply at Issuance and Throughout the Life of the Bonds - Proceeds are Subject to Investment Restrictions: the Arbitrage Yield Restriction and Arbitrage Rebate Requirements Record Retention Procedures for the maintenance of records Other Governmental Bond Requirements - Issuers Must Retain Records to Show that Requirements are Satisfied IRS Contacts Procedures concerning contacts from the IRS Post-Issuance Compliance Monitoring - Steps to Better Monitoring See Post-Issuance Compliance for additional information. 15 What To Do When You Discover a Violation — TEB Voluntary Closing Ageement Program The IRS is committed to resolving federal tax violations with the issuer. The TEB Voluntary Closing Agreement Program {TEB VCAP) provides remedies for issuers of tax-exempt bonds, tax credit bonds, and direct pay bonds that voluntarily come forward to resolve a violation that cannot be corrected under self-correction programs described in the regulations or other published guidance. Notice 2008-31, 2008-11 I.R.B 592, provides information and general guidance about TEB VCAP. Internal Revenue Manual (IRM) section 7.2.3 provides general procedures under which TEB will enter into closing agreements. Closing agreement terms and amounts may vary according to the degree of the violation as well as the facts and circumstances surrounding it. Issuers must use IRS Form 14429, Tax Exempt Bonds Voluntary Closing Agreement Program Request, to submit a request and provide the required information. See IRM section 7.2.3.2.1 about completing the March 2013 version of the form. For more information about this program, including request submission requirements, case processing procedures, and resolutions standards, see IRM section 7.2.3. See Voluntary Compliance (for more information on TEB VCAP administrative procedures and resolution standards). More Information You can find information about the tax laws that apply to municipal finance arrangements, including tax forms and instructions, revenue procedures and notices, and publications at IRS.gov/bonds. If you have account specific questions, call Customer Account Services toll-free at 877-829-5500. 16 2 61866063.v2 Exhibit A Payee Name Services Provided Amount Due Butler Snow LLC Bond/Disclosure Counsel 75,000 BOKF, N.A. Trustee 3,500 Causey Demgen & Moore Inc. Cash Flow Consultant 18,000 Standard & Poors Rating Agency 34,000 ArLand Land Use Economics Market Study Consultant 26,180 Ricker Cunningham Financial Feasibility Consultant 21,500 Merit Printing 4,800 Wheat Ridge URA Reimbursement for Market Study 9,500 Hoffman, Parker, Wilson & Carberry, P.C. General Counsel to Authority 1,000 61965131.v1 November 9, 2021 Wheat Ridge Urban Renewal Authority c/o City of Wheat Ridge, Colorado Piper Sandler & Co. Denver, Colorado Butler Snow LLP Denver, Colorado $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS), SERIES 2021 Ladies and Gentlemen: We have prepared an “I-70 Kipling Corridors Urban Renewal Area Market Analysis Wheat Ridge, Colorado” dated September 22, 2021 (the “Market Study”). We consent to the inclusion of the Market Study in its entirety as Appendix F to the Preliminary Official Statement dated October 20, 2021, and the final Official Statement dated October 27, 2021, prepared in connection with the offer and sale of the above-captioned Bonds, and to the references to us as the preparer thereof, contained in the Preliminary Official Statement and the final Official Statement. Sincerely, ArLand LLC DBA ArLand Use Economics 61964992.v1 November 9, 2021 Wheat Ridge Urban Renewal Authority c/o City of Wheat Ridge, Colorado Piper Sandler & Co. Denver, Colorado Butler Snow LLP Denver, Colorado $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS), SERIES 2021 Ladies and Gentlemen: We have prepared an “I-70 Kipling Corridors Urban Renewal Area Market Analysis Wheat Ridge, Colorado” dated September 22, 2021 (the “Market Study”). We consent to the inclusion of the Market Study in its entirety as Appendix F to the Preliminary Official Statement dated October 20, 2021, and the final Official Statement dated October 27, 2021, prepared in connection with the offer and sale of the above-captioned Bonds, and to the references to us as the preparer thereof, contained in the Preliminary Official Statement and the final Official Statement. Sincerely, King & Associates, Inc. Luke Kelly Managing Principal 61965213.v1 Certified Public Accountants and Consultants 1099 Eighteenth Street - Suite 2300 Denver, Colorado 80202-2025 Telephone: (303) 296-2229 Facsimile: (303) 296-3731 www.causeycpas.com November 9, 2021 Wheat Ridge Urban Renewal Authority c/o City of Wheat Ridge, Colorado Piper Sandler & Co. Denver, Colorado Butler Snow LLP Denver, Colorado $42,105,000 WHEAT RIDGE URBAN RENEWAL AUTHORITY D/B/A RENEWAL WHEAT RIDGE TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS (I-70/KIPLING CORRIDORS), SERIES 2021 Ladies and Gentlemen: We have prepared an “Forecasted Cash Receipts and Disbursements for the Years Ending December 31 2021 through 2040” dated November 1, 2021 (the “Financial Forecast”). We consent to the inclusion of the Financial Forecast in its entirety as Appendix G to the Preliminary Official Statement dated October 20, 2021, and the final Official Statement dated October 27, 2021, prepared in connection with the offer and sale of the above-captioned Bonds, and to the references to us as the preparer thereof, contained in the Preliminary Official Statement and the final Official Statement. Sincerely, Causey Demgen & Moore P.C. CERTIFICATE AS TO REPLENISHMENT RESOLUTION I, the undersigned City Clerk of the City of Wheat Ridge, Colorado (the “City”), do hereby certify that attached hereto is a true and correct copy of Resolution No. 29-2021, as duly adopted by the City Council of the City at a meeting held on June 14, 2021, at which meeting a quorum was present and acting throughout, and that such resolution has not been revoked, rescinded, modified, amended or repealed and is in full force and effect on the date hereof. IN WITNESS WHEREOF, I have hereunto set my hand this November 9, 2021. CITY OF WHEAT RIDGE, COLORADO _______________________________ City Clerk EXHIBIT A REPLENISHMENT RESOLUTION CITY OF WHEAT RIDGE, COLORADO RESOLUTION NO. 29 Series of 2021 TITLE: A RESOLUTION CONCERNING THE PROPOSED FINANCING OF CERTAIN ACTIVITIES AND UNDERTAKINGS WITHIN THE I-70/KIPLING CORRIDORS URBAN RENEWAL PLAN AREA, AND THE PROPOSED ISSUANCE OF CERTAIN TAX INCREMENT REVENUE REFUNDING AND IMPROVEMENT BONDS BY THE WHEAT RIDGE URBAN RENEWAL AUTHORITY IN CONNECTION THEREWITH; DECLARING THE CITY COUNCIL’S PRESENT INTENT TO APPROPRIATE FUNDS TO REPLENISH THE RESERVE FUND SECURING SUCH BONDS, IF NECESSARY; AND AUTHORIZING A COOPERATION AGREEMENT AND OTHER RELATED ACTIONS WHEREAS, the City is a home rule municipality and political subdivision of the State of Colorado organized and existing under a home rule charter pursuant to Article XX of the Constitution of the State of Colorado; and WHEREAS, the City Council of the City (the “City Council”) established the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) on October 18, 1981, as an urban renewal authority pursuant to Colorado Revised Statutes, Part 1 of Title 31, Article 25, as amended (the “Act”); and WHEREAS, the City Council has adopted the I-70/Kipling Corridors Urban Renewal Plan, as amended (the “Urban Renewal Plan” or the “Plan”) for the area described therein (the “Plan Area”); and WHEREAS, pursuant to and in accordance with the Act, the Plan provides for the undertaking of urban renewal projects within the meaning of the Act; and WHEREAS, pursuant to Section 31-25-109 of the Act, the Authority has the power and authority to issue bonds (including refunding bonds), notes and other obligations to finance the activities or operations of the Authority permitted and authorized under the Act; and WHEREAS, the Authority previously entered into a Loan Agreement, dated as of October 18, 2018, with BOKF, NA d/b/a Colorado State Bank and Trust (the “2018 Lender”) pursuant to which the 2018 Lender made a loan to the Authority in the original principal amount of $6,375,000, bearing interest at a per annum interest rate equal to 4.650% (the “2018 Loan”) to finance certain projects in the Plan Area (as described in the Plan) located at the southwest corner of the intersection of Interstate 70 and Colorado Highway 58; and 2 59025506.v2 WHEREAS, the 2018 Loan may be prepaid, in whole or in part, at any time after the third anniversary of the closing date of the 2018 Loan without prepayment penalty, upon not less than 15 days written notice to the 2018 Lender; and WHEREAS, the Authority desires to refund, pay and defease in whole all of the outstanding 2018 Loan (the “2021 Refunding Project”) and to provide additional moneys to undertake additional urban renewal projects within the Plan Area (the “2021 Improvement Project” and together with the 2021 Refunding Project, the “2021 Project”); and WHEREAS, in order to finance the 2021 Project, the Authority desires to issue its Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”); and WHEREAS, effectuating the 2021 Refunding Project and financing the 2021 Improvement Project in order to remediate blight is consistent with and in furtherance of the purposes of the Authority and the Plan; and WHEREAS, the Plan contemplates that a primary method of financing projects within the Plan Area will be through the use of property tax increment revenues; and WHEREAS, the Plan authorizes the Authority to pledge such property tax increment revenues to finance public infrastructure that benefits the Plan Area; and WHEREAS, the Authority has determined that it is necessary, desirable and in the best interest of the Authority to authorize, approve and direct the issuance, sale and delivery of the Series 2021 Bonds to finance the 2021 Project; and WHEREAS, the Series 2021 Bonds will be issued under and pursuant to the Indenture of Trust dated as of the date of delivery of the Series 2021 Bonds (the “Indenture”) between the Authority and BOKF, N.A., as trustee (the “Trustee”); and WHEREAS, the Series 2021 Bonds will be special and limited obligations of the Authority payable solely from and secured by the Trust Estate (as defined in the Indenture), which includes the Pledged Property Tax Increment Revenues (as defined in the Indenture); and WHEREAS, the Series 2021 Bonds will be secured by a reserve fund (the “Reserve Fund”) that will be maintained in an amount equal to the Reserve Fund Requirement (as defined in the Indenture); and WHEREAS, the City Council has conducted a public hearing on this Resolution pursuant to Section 12.10 of the City’s home rule charter (the “Charter”); and WHEREAS, the City Council has determined and hereby determines that it is in the best interests of the City and its citizens to assist in the financing of the 2021 Project; and 3 59025506.v2 WHEREAS, in connection with the issuance of the Series 2021 Bonds in order to help facilitate the financing of the 2021 Project, the City Council wishes to make a non-binding statement of its present intent with respect to the appropriation of funds for the replenishment of the Reserve Fund, if necessary, and to authorize and direct the City Manager to take certain actions for the purpose of causing requests for any such appropriation to be presented to the City Council for consideration; and WHEREAS, in connection with the financing of the 2021 Project and the issuance of the Series 2021 Bonds by the Authority, it is necessary and in the best interests of the City to enter into a Cooperation Agreement (the “Cooperation Agreement”) between the City and the Authority; and WHEREAS, there has been filed with the City Clerk of the City (the “City Clerk”) the proposed form of the Cooperation Agreement. NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Wheat Ridge, Colorado, that: Section 1. Finding of Best Interests and Public Purpose. The City Council hereby finds and determines, pursuant to the Constitution, the laws of the State and the Charter, and in accordance with the foregoing recitals, that adopting this Resolution, entering into the Cooperation Agreement, and facilitating the issuance of the Series 2021 Bonds by the Authority to effectuate the 2021 Refunding Project and the development of the 2021 Improvement Project are necessary, convenient, and in furtherance of the City’s purposes and are in the best interests of the inhabitants of the City. Section 2. Replenishment of Reserve Fund; Declaration of Intent. To the extent that the Authority issues the Series 2021 Bonds in accordance with the terms and provisions of the Indenture and the Series 2021 Bonds are secured by a Reserve Fund, the following provisions shall apply. The Indenture shall provide that in the event of a draw on the Reserve Fund the Authority shall, within 120 days of such draw, replenish the Reserve Fund up to the Reserve Fund Requirement, from available Pledged Revenue, in accordance with the terms and provisions of the Indenture. If at any time the Reserve Fund is not funded at an amount equal to the Reserve Fund Requirement, and to the extent any such deficiency is not replenished from Pledged Revenues as set forth in the Indenture or from another source, the Trustee shall be required under the Indenture to provide written notice to the Executive Director of the Authority and the City Manager setting forth the amount of any deficiency (the “Written Notice”) and requesting that the City replenish the Reserve Fund pursuant to and as provided in this Resolution. Any such Written Notice shall include instructions for making the payment to the Trustee. Within 90 days after the City’s receipt of the Written Notice of a draw or a deficiency in the Reserve Fund, to the extent that such draw or deficiency has not been replenished by another source, the City shall replenish the Reserve Fund to the Reserve Fund Requirement from legally available funds of the City, subject to appropriation by the City Council in its sole discretion. Any such City payment (the “City Payment”) shall be deposited in the Reserve Fund in immediately available funds pursuant to the instructions set forth in the Written Notice. In the event 4 59025506.v2 that the Trustee receives money from the City in excess of the amount necessary to restore the Reserve Fund to the Reserve Fund Requirement, any such excess shall be returned to the City. It is the present intention and expectation of the City Council to appropriate the City Payment requested in any such Written Notice received by the City, within the limits of available funds and revenues, but this declaration of intent shall not be binding upon the City Council or any future City Council in any future fiscal year. The City Payments shall constitute currently appropriated expenditures of the City. This Resolution shall not create a general obligation or other indebtedness or multiple fiscal year direct or indirect debt or other financial obligation of the City within the meaning of its Charter or any constitutional debt limitation, including without limitation Article X, Section 20 of the Colorado Constitution. Neither this Resolution nor the issuance of the Series 2021 Bonds by the Authority shall obligate or compel the City to make City Payments in the event of a draw on or deficiency in the Reserve Fund beyond those appropriated in the City Council’s sole discretion. Section 3. Direction to City Manager. Upon receipt of a Written Notice by the City Manager requesting that the City replenish the Reserve Fund securing the Series 2021 Bonds in accordance with this Resolution, the City Council hereby authorizes and directs the City Manager to prepare and submit to the City Council a request for an appropriation of the amount set forth in the Written Notice. Such request shall be made in sufficient time to enable the City to make the City Payment within 90 days of receipt of the Written Notice as provided in Section 2 hereof. Section 4. Repayment of Amounts Appropriated. In the event that the City Council appropriates funds to make the City Payment as contemplated by Section 2 hereof, any amounts actually transferred by the City to the Reserve Fund in accordance with the provisions of Section 2, shall be treated as an advance under the Cooperation Agreement and shall be repaid by the Authority in accordance with the provisions of the Cooperation Agreement, on a basis expressly subordinate and junior to that of the Series 2021 Bonds and any other obligations or indebtedness that are secured or payable in whole or in part by the Pledged Revenues on a parity with the Series 2021 Bonds. Section 5. Limitation to Series 2021 Bonds. Unless otherwise expressly provided by a subsequent resolution of the City Council, the provisions of this Resolution relating to the replenishment of the Reserve Fund shall apply only to the replenishment of the Reserve Fund that secures the payment of the Series 2021 Bonds and shall not apply to any other reserve funds established in connection with the issuance of any other obligations, including the issuance of Additional Bonds under the Indenture. Section 6. Approval of Cooperation Agreement. The Cooperation Agreement, in substantially the form on file with the City Clerk, is in all respects approved, authorized and confirmed. The Mayor is hereby authorized and directed to execute and deliver the Cooperation Agreement, for and on behalf of the City, in 5 59025506.v2 substantially the form and with substantially the same content as is on file with the City Clerk, provided that such document may be completed, corrected or revised as deemed necessary by the parties thereto in order to carry out the purposes of this Resolution. The execution of the Cooperation Agreement by the Mayor shall be conclusive evidence of the approval by the City Council of such document in accordance with its terms. Section 7. Direction to Act. The City Clerk is hereby authorized and directed to attest all signatures and acts of any official of the City in connection with the matters authorized by this Resolution and to place the seal of the City on any document authorized and approved by this Resolution. The Mayor, the City Manager, the City Clerk, the City Attorney, and all other appropriate officials or employees of the City are hereby authorized and directed to execute and deliver for and on behalf of the City any and all additional certificates, documents, instruments and other papers, and to perform all other acts that they deem necessary or appropriate, in order to facilitate the financing of the 2021 Project and implement and carry out the transactions and other matters authorized by this Resolution. In the event that any individual or individuals who are authorized to execute the Cooperation Agreement or the additional certificates, documents, instruments and other papers authorized hereby (collectively, the “Authorized Documents”) are not able to be physically present to manually sign such Authorized Documents, such individual or individuals are hereby authorized to execute such Authorized Documents electronically via facsimile or email signature. This authorization to use electronic signatures is made pursuant to Article 71.3 of Title 24, C.R.S., also known as the Uniform Electronic Transactions Act. Any electronic signature so affixed to an Authorized Document shall carry the full legal force and effect of any original, handwritten signature. Section 8. Ratification. All actions (not inconsistent with the provisions of this Resolution) heretofore taken by the City Council or the officers, employees or agents of the City directed toward effectuating the 2021 Refunding Project, the development of the 2021 Improvement Project, the issuance of the Series 2021 Bonds by the Authority, and the execution and delivery of the Cooperation Agreement are hereby ratified, approved and confirmed. Section 9. Severability. If any section, subsection, paragraph, clause or provision of this Resolution or the documents hereby authorized and approved shall for any reason be held to be invalid or unenforceable, the invalidity or unenforceability of such section, subsection, paragraph, clause or provision shall not affect any of the remaining provisions of this Resolution or such documents, the intent being that the same are severable. Section 10. Repealer. All prior resolutions, or parts thereof, inconsistent herewith are hereby repealed to the extent of such inconsistency. Section 11. Effectiveness. This Resolution shall take effect immediately. DONE AND RESOLVED this 14th day of June 2021. 6 59025506.v2 Bud Starker, Mayor [SEAL] Attest: Steve Kirkpatrick, City Clerk OMNIBUS CERTIFICATE OF THE CITY IT IS HEREBY CERTIFIED by the undersigned, the duly chosen, qualified and acting Mayor and City Clerk of the City of Wheat Ridge, Colorado (the “City”), as follows: 1. The City is a legally and regularly created, established, organized, and existing home rule city under the laws of the State of Colorado (the “State”) and its home rule charter (the “Charter”). 2. By all necessary official action of the City and in accordance with the Charter and State law, the City Council of the City (the “City Council) duly adopted Resolution No. 29-2021 on June 14, 2021 (the “Replenishment Resolution”) (a) expressing the City’s present intent, in each year the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge, Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridor), Series 2021 Bonds are outstanding, to replenish the Reserve Fund securing such Bonds in the event that moneys have been withdrawn from the Reserve Fund and the amount on deposit therein is not equal to the Reserve Fund Requirement, to the extent that the deficiency is not replenished from another source, and (b) approving the Cooperation Agreement (the “Cooperation Agreement”) between the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”) and the City. 3. The Replenishment Resolution has been duly adopted by the City and has not been amended or repealed and is in full force and effect on the date hereof. 4. The City has full authority to adopt the Replenishment Resolution and to enter into the Cooperation Agreement and has duly authorized and approved the execution and delivery of, and the performance by the City of its obligations contained in or otherwise contemplated by, the Replenishment Resolution and the Cooperation Agreement in compliance with the provisions contained therein. 5. The Cooperation Agreement has been duly executed and delivered by the City and, where applicable, attested to, by authorized officials of the City; the signatures of said official thereon are their respective genuine or specimen signatures. 6. To our knowledge, there is no action, suit, proceeding, inquiry, or investigation before or by any court or public body pending or threatened in any way that (a) seeks to restrain or enjoin the Replenishment Resolution or the Cooperation Agreement; (b) in any way questions, contests or affects the authority of the City to adopt the Replenishment Resolution or execute or deliver the Cooperation Agreement, or perform its respective obligations thereunder; or (c) contests or affects the title of the officers of the City to their respective offices, including without limitation, the members of the City Council. 7. To our knowledge, nothing exists to hinder or prevent the City from adopting the Replenishment Resolution or from executing and delivering the Cooperation Agreement. 8. To our knowledge, the City has complied with all agreements and covenants and satisfied all conditions contemplated by the Replenishment Resolution and the Cooperation Agreement. WITNESS our hands this 9th day of November, 2021. CITY OF WHEAT RIDGE, COLORADO Mayor City Clerk [Signature Page to City Omnibus Certificate] EXHIBIT A (Attach Sources and Uses of Funds) Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) TABLE OF CONTENTS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Report Page Tax Increment Improvement and Refunding Bonds, Series 2021 Sources and Uses of Funds ........................1 Bond Summary Statistics .........................2 Summary of Refunding Results ......................3 Summary of Bonds Refunded .......................4 Savings .................................5 Bond Pricing ..............................6 Escrow Cost ..............................7 Escrow Requirements ..........................8 Escrow Statistics ............................9 Escrow Sufficiency ............................10 Escrow Requirements ..........................11 Universal Bond Solution .........................12 Bond Debt Service ............................13 Net Debt Service .............................14 Form 8038 Statistics ...........................15 Proof of Arbitrage Yield ..........................17 Tax Increment Revenue Bonds, Series 2021 Sources and Uses of Funds ........................19 Bond Summary Statistics .........................20 Detailed Bond Debt Service ........................21 Bond Debt Service ............................22 Bond Pricing ..............................23 Form 8038 Statistics ...........................24 Proof of Arbitrage Yield ..........................25 Formula Verification ...........................27 Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Sources and Uses of Funds ........................28 Bond Summary Statistics .........................29 Summary of Refunding Results ......................30 Summary of Bonds Refunded .......................31 Prior Bond Debt Service .........................32 Detailed Bond Debt Service ........................34 Bond Debt Service ............................35 Savings .................................36 Bond Pricing ..............................37 Escrow Cost ..............................38 Escrow Statistics ............................39 Escrow Sufficiency ............................40 Form 8038 Statistics ...........................41 Proof of Arbitrage Yield ..........................43 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 1 SOURCES AND USES OF FUNDS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 Tax Increment Revenue Refunding Bonds, Series Tax Increment 2021 Revenue Bonds, (Refunding Sources: Series 2021 2018) Total Bond Proceeds: Par Amount 36,525,000.00 5,580,000.00 42,105,000.00 Premium 7,305,940.80 892,426.30 8,198,367.10 43,830,940.80 6,472,426.30 50,303,367.10 Other Sources of Funds: DSRF Release - 626,039.85 626,039.85 43,830,940.80 7,098,466.15 50,929,406.95 Tax Increment Revenue Refunding Bonds, Series Tax Increment 2021 Revenue Bonds, (Refunding Uses: Series 2021 2018) Total Project Fund Deposits: Project Fund 36,310,977.88 - 36,310,977.88 Refunding Escrow Deposits: Cash Deposit - 6,430,993.75 6,430,993.75 Other Fund Deposits: Capitalized Interest Fund 3,148,862.50 - 3,148,862.50 Debt Service Reserve Fund 3,652,500.00 558,000.00 4,210,500.00 6,801,362.50 558,000.00 7,359,362.50 Delivery Date Expenses: Cost of Issuance 262,037.92 39,722.40 301,760.32 Underwriter's Discount 456,562.50 69,750.00 526,312.50 718,600.42 109,472.40 828,072.82 43,830,940.80 7,098,466.15 50,929,406.95 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 2 BOND SUMMARY STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 First Coupon 06/01/2022 Last Maturity 12/01/2040 Arbitrage Yield 1.869645% True Interest Cost (TIC) 2.476295% Net Interest Cost (NIC) 2.742157% All-In TIC 2.535317% Average Coupon 4.130179% Average Life (years) 13.127 Weighted Average Maturity (years) 13.094 Duration of Issue (years) 10.440 Par Amount 42,105,000.00 Bond Proceeds 50,303,367.10 Total Interest 22,828,863.89 Net Interest 15,156,809.29 Total Debt Service 64,933,863.89 Maximum Annual Debt Service 5,200,000.00 Average Annual Debt Service 3,406,614.84 Underwriter's Fees (per $1000) Average Takedown - Other Fee 12.500000 Total Underwriter's Discount 12.500000 Bid Price 118.221244 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 42,105,000.00 119.471 4.130% 13.127 39,164.05 42,105,000.00 13.127 39,164.05 All-In Arbitrage TIC TIC Yield Par Value 42,105,000.00 42,105,000.00 42,105,000.00 + Accrued Interest - - - + Premium (Discount) 8,198,367.10 8,198,367.10 8,198,367.10 - Underwriter's Discount (526,312.50) (526,312.50) - Cost of Issuance Expense (301,760.32) - Other Amounts - - - Target Value 49,777,054.60 49,475,294.28 50,303,367.10 Target Date 11/09/2021 11/09/2021 11/09/2021 Yield 2.476295% 2.535317% 1.869645% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 3 SUMMARY OF REFUNDING RESULTS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 Arbitrage yield 1.869645% Escrow yield 0.000000% Value of Negative Arbitrage - Bond Par Amount 5,580,000.00 True Interest Cost 1.314825% Net Interest Cost 1.441865% Average Coupon 4.423549% Average Life 4.945 Weighted Average Maturity 13.094 Par amount of refunded bonds 6,375,000.00 Average coupon of refunded bonds 4.650000% Average life of refunded bonds 3.988 Remaining weighted average maturity of refunded bonds 3.988 PV of prior debt to 11/09/2021 @ 1.869645% 7,102,867.41 Net PV Savings 790,848.93 Percentage savings of refunded bonds 12.405473% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 4 SUMMARY OF BONDS REFUNDED Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Maturity Interest Par Call Call Bond Date Rate Amount Date Price Colorado State Bank Loan, Series 2018, 2018: BOND 09/01/2022 4.650% 794,247.00 11/09/2021 100.000 09/01/2023 4.650% 830,227.00 11/09/2021 100.000 09/01/2024 4.650% 867,836.00 11/09/2021 100.000 09/01/2025 4.650% 907,149.00 11/09/2021 100.000 09/01/2026 4.650% 948,243.00 11/09/2021 100.000 09/01/2027 4.650% 991,198.00 11/09/2021 100.000 09/01/2028 4.650% 1,036,100.00 11/09/2021 100.000 6,375,000.00 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 5 SAVINGS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Present Value Prior Refunding to 11/09/2021 Date Debt Service Debt Service Savings @ 1.8696453% 12/01/2022 1,090,684.50 414,401.39 676,283.11 668,178.14 12/01/2023 1,089,732.02 1,418,350.00 (328,617.98) (311,238.48) 12/01/2024 1,088,735.46 185,950.00 902,785.46 857,749.49 12/01/2025 1,087,694.08 925,950.00 161,744.08 154,653.86 12/01/2026 1,086,605.66 1,021,350.00 65,255.66 63,927.97 12/01/2027 1,085,467.36 1,096,750.00 (11,282.64) (5,670.20) 12/01/2028 1,084,278.66 1,737,750.00 (653,471.34) (568,711.99) 7,613,197.74 6,800,501.39 812,696.35 858,888.78 Savings Summary Dated Date 11/09/2021 Delivery Date 11/09/2021 PV of savings from cash flow 858,888.78 Less: Prior funds on hand (626,039.85) Plus: Refunding funds on hand 558,000.00 Net PV Savings 790,848.93 No v 1 , 2 0 2 1 9 : 4 8 a m P r e p a r e d b y P i p e r S a n d l e r & C o . ( q : \ . . . \ wh e a t r i d g e u r a \ q u a n t \ wh e a t r i d g e u r a \ q u a n t \ Wh e a t R i d g e U R A : W H E A T R - 2021_R) Page 6 BO N D P R I C I N G Wh e a t R i d g e U r b a n R e n e w a l A u t h o r i t y Ta x I n c r e m e n t I m p r o v e m e n t a n d Re f u n d i n g B o n d s , S e r i e s 2 0 2 1 RE V I S E D - F i n a l N u m b e r s Ma t u r i t y Yi e l d t o C a l l C a l l C a l l D a t e C a l l P r i c e P r e m i u m Bo n d C o m p o n e n t D a t e A m o u n t R a t e Y i e l d P r i c e M a t u r i t y D a t e P r i c e f o r A r b Y i e l d f o r A r b Y i e l d ( - D i s c o u n t ) Bo n d C o m p o n e n t : 12 / 0 1 / 2 0 2 2 1 6 0 , 0 0 0 4 . 0 0 0 % 0 . 3 6 0 % 10 3 . 8 5 1 - - - - - 6 , 1 6 1 . 6 0 12 / 0 1 / 2 0 2 3 1 , 1 8 5 , 0 0 0 4 . 0 0 0 % 0 . 50 0 % 1 0 7 . 1 6 7 - - - - - 8 4 , 9 2 8 . 9 5 12 / 0 1 / 2 0 2 5 7 4 0 , 0 0 0 4 . 0 0 0 % 0 . 7 5 0 % 11 2 . 9 7 5 - - - - - 9 6 , 0 1 5 . 0 0 12 / 0 1 / 2 0 2 6 8 6 5 , 0 0 0 4 . 0 0 0 % 0 . 9 1 0 % 11 5 . 2 4 9 - - - - - 1 3 1 , 9 0 3 . 8 5 12 / 0 1 / 2 0 2 7 9 7 5 , 0 0 0 4 . 0 0 0 % 1 . 1 4 0 % 11 6 . 7 0 2 - - - - - 1 6 2 , 8 4 4 . 5 0 12 / 0 1 / 2 0 2 8 1 , 9 0 0 , 0 0 0 5 . 0 0 0 % 1 . 31 0 % 1 2 4 . 8 0 8 - - - - - 4 7 1 , 3 5 2 . 0 0 12 / 0 1 / 2 0 2 9 1 , 9 9 5 , 0 0 0 5 . 0 0 0 % 1 . 49 0 % 1 2 6 . 5 6 7 - - - - - 5 3 0 , 0 1 1 . 6 5 12 / 0 1 / 2 0 3 0 2 , 1 6 5 , 0 0 0 5 . 0 0 0 % 1 . 63 0 % 1 2 8 . 2 8 0 - - - - - 6 1 2 , 2 6 2 . 0 0 12 / 0 1 / 2 0 3 1 2 , 2 7 0 , 0 0 0 5 . 0 0 0 % 1 . 70 0 % 1 3 0 . 3 9 8 - - - - - 6 9 0 , 0 3 4 . 6 0 12 / 0 1 / 2 0 3 2 2 , 4 5 5 , 0 0 0 4 . 0 0 0 % 1 . 8 3 0 % 11 9 . 8 5 6 C 1 . 9 9 1 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 4 8 7 , 4 6 4 . 8 0 12 / 0 1 / 2 0 3 3 2 , 5 5 0 , 0 0 0 4 . 0 0 0 % 1 . 8 8 0 % 11 9 . 3 5 0 C 2 . 1 6 8 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 4 9 3 , 4 2 5 . 0 0 12 / 0 1 / 2 0 3 4 2 , 9 2 5 , 0 0 0 4 . 0 0 0 % 1 . 9 4 0 % 11 8 . 7 4 5 C 2 . 3 2 7 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 5 4 8 , 2 9 1 . 2 5 12 / 0 1 / 2 0 3 5 3 , 0 3 0 , 0 0 0 4 . 0 0 0 % 1 . 9 6 0 % 11 8 . 5 4 4 C 2 . 4 3 5 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 5 6 1 , 8 8 3 . 2 0 12 / 0 1 / 2 0 3 6 3 , 2 4 0 , 0 0 0 4 . 0 0 0 % 1 . 9 9 0 % 11 8 . 2 4 4 C 2 . 5 3 5 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 5 9 1 , 1 0 5 . 6 0 12 / 0 1 / 2 0 3 7 3 , 3 6 0 , 0 0 0 4 . 0 0 0 % 2 . 0 2 0 % 11 7 . 9 4 4 C 2 . 6 2 4 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 6 0 2 , 9 1 8 . 4 0 12 / 0 1 / 2 0 3 8 3 , 5 8 0 , 0 0 0 4 . 0 0 0 % 2 . 0 5 0 % 11 7 . 6 4 5 C 2 . 7 0 2 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 6 3 1 , 6 9 1 . 0 0 12 / 0 1 / 2 0 3 9 3 , 7 1 0 , 0 0 0 4 . 0 0 0 % 2 . 0 8 0 % 11 7 . 3 4 7 C 2 . 7 7 2 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 6 4 3 , 5 7 3 . 7 0 12 / 0 1 / 2 0 4 0 5 , 0 0 0 , 0 0 0 4 . 0 0 0 % 2 . 1 1 0 % 11 7 . 0 5 0 C 2 . 8 3 6 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 8 5 2 , 5 0 0 . 0 0 42 , 1 0 5 , 0 0 0 8,198,367.10 Da t e d D a t e 1 1 / 0 9 / 2 0 2 1 De l i v e r y D a t e 1 1 / 0 9 / 2 0 2 1 Fi r s t C o u p o n 0 6 / 0 1 / 2 0 2 2 Pa r A m o u n t 4 2 , 1 0 5 , 0 0 0 . 0 0 Pr e m i u m 8 , 1 9 8 , 3 6 7 . 1 0 Pr o d u c t i o n 5 0 , 3 0 3 , 3 6 7 . 1 0 1 1 9 . 4 7 1 2 4 4 % Un d e r w r i t e r ' s D i s c o un t ( 5 2 6 , 3 1 2 . 5 0 ) ( 1 . 2 5 0 0 0 0 % ) Pu r c h a s e P r i c e 4 9 , 7 7 7 , 0 5 4 . 6 0 1 1 8 . 2 2 1 2 4 4 % Ac c r u e d I n t e r e s t - Ne t P r o c e e d s 4 9 , 7 7 7 , 0 5 4 . 6 0 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 7 ESCROW COST Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Purchase Cost of Cash Total Date Securities Deposit Escrow Cost 11/09/2021 - 6,430,993.75 6,430,993.75 0 6,430,993.75 6,430,993.75 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 8 ESCROW REQUIREMENTS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Principal Ending Interest Redeemed Total 12/01/2021 55,993.75 6,375,000.00 6,430,993.75 55,993.75 6,375,000.00 6,430,993.75 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 9 ESCROW STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Modified Yield to Yield to Perfect Value of Total Duration PV of 1 bp Receipt Disbursement Escrow Negative Cost of Escrow Escrow Cost (years) change Date Date Cost Arbitrage Dead Time Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018), Global Proceeds Escrow: 6,430,993.75 - - - - 6,430,993.75 - - 6,430,993.75 0.00 6,430,993.75 0.00 0.00 Delivery date 11/09/2021 Arbitrage yield 1.869645% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 10 ESCROW SUFFICIENCY Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 12/01/2021 6,430,993.75 6,430,993.75 - - 6,430,993.75 6,430,993.75 0.00 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 11 ESCROW REQUIREMENTS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Principal Ending Interest Redeemed Total 12/01/2021 55,993.75 6,375,000.00 6,430,993.75 55,993.75 6,375,000.00 6,430,993.75 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 12 UNIVERSAL BOND SOLUTION Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Universal Bond Solution Component Period Proposed Proposed Debt Service Total Adj Revenue Unused Debt Serv Ending Principal Debt Service Adjustments Debt Service Constraints Revenues Coverage 12/01/2021 ----66,15266,152- 12/01/2022 160,000 2,035,514 (1,621,113) 414,401 529,209 114,807 127.70441% 12/01/2023 1,185,000 2,946,100 (1,527,750) 1,418,350 1,782,011 363,661 125.63975% 12/01/2024 - 1,713,700 - 1,713,700 2,189,513 475,813 127.76525% 12/01/2025 740,000 2,453,700 - 2,453,700 3,069,524 615,824 125.09779% 12/01/2026 865,000 2,549,100 - 2,549,100 3,192,373 643,273 125.23529% 12/01/2027 975,000 2,624,500 - 2,624,500 3,283,352 658,852 125.10389% 12/01/2028 1,900,000 3,510,500 - 3,510,500 4,392,230 881,730 125.11693% 12/01/2029 1,995,000 3,510,500 - 3,510,500 4,388,470 877,970 125.00983% 12/01/2030 2,165,000 3,580,750 - 3,580,750 4,478,961 898,211 125.08444% 12/01/2031 2,270,000 3,577,500 - 3,577,500 4,475,089 897,589 125.08983% 12/01/2032 2,455,000 3,649,000 - 3,649,000 4,567,390 918,390 125.16825% 12/01/2033 2,550,000 3,645,800 - 3,645,800 4,563,401 917,601 125.16871% 12/01/2034 2,925,000 3,918,800 - 3,918,800 4,900,660 981,860 125.05513% 12/01/2035 3,030,000 3,906,800 - 3,906,800 4,888,980 982,180 125.14028% 12/01/2036 3,240,000 3,995,600 - 3,995,600 4,994,920 999,320 125.01052% 12/01/2037 3,360,000 3,986,000 - 3,986,000 4,982,890 996,890 125.00978% 12/01/2038 3,580,000 4,071,600 - 4,071,600 5,090,949 1,019,349 125.03558% 12/01/2039 3,710,000 4,058,400 - 4,058,400 5,078,558 1,020,158 125.13695% 12/01/2040 5,000,000 5,200,000 (4,210,500) 989,500 5,188,775 4,199,275 524.38353% 42,105,000 64,933,864 (7,359,363) 57,574,501 76,103,407 18,528,905 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 13 BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 12/01/2021 - - - - 42,105,000 42,105,000 12/01/2022 160,000 4.000%1,875,513.89 2,035,513.89 41,945,000 41,945,000 12/01/2023 1,185,000 4.000%1,761,100.00 2,946,100.00 40,760,000 40,760,000 12/01/2024 - - 1,713,700.00 1,713,700.00 40,760,000 40,760,000 12/01/2025 740,000 4.000%1,713,700.00 2,453,700.00 40,020,000 40,020,000 12/01/2026 865,000 4.000%1,684,100.00 2,549,100.00 39,155,000 39,155,000 12/01/2027 975,000 4.000%1,649,500.00 2,624,500.00 38,180,000 38,180,000 12/01/2028 1,900,000 5.000%1,610,500.00 3,510,500.00 36,280,000 36,280,000 12/01/2029 1,995,000 5.000%1,515,500.00 3,510,500.00 34,285,000 34,285,000 12/01/2030 2,165,000 5.000%1,415,750.00 3,580,750.00 32,120,000 32,120,000 12/01/2031 2,270,000 5.000%1,307,500.00 3,577,500.00 29,850,000 29,850,000 12/01/2032 2,455,000 4.000%1,194,000.00 3,649,000.00 27,395,000 27,395,000 12/01/2033 2,550,000 4.000%1,095,800.00 3,645,800.00 24,845,000 24,845,000 12/01/2034 2,925,000 4.000% 993,800.00 3,918,800.00 21,920,000 21,920,000 12/01/2035 3,030,000 4.000% 876,800.00 3,906,800.00 18,890,000 18,890,000 12/01/2036 3,240,000 4.000% 755,600.00 3,995,600.00 15,650,000 15,650,000 12/01/2037 3,360,000 4.000% 626,000.00 3,986,000.00 12,290,000 12,290,000 12/01/2038 3,580,000 4.000% 491,600.00 4,071,600.00 8,710,000 8,710,000 12/01/2039 3,710,000 4.000% 348,400.00 4,058,400.00 5,000,000 5,000,000 12/01/2040 5,000,000 4.000%200,000.00 5,200,000.00 - - 42,105,000 22,828,863.89 64,933,863.89 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 14 NET DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Period Total Capitalized Debt Service Net Ending Principal Interest Debt Service Interest Fund Reserve Fund Debt Service 12/01/2022 160,000 1,875,513.89 2,035,513.89 1,621,112.50 - 414,401.39 12/01/2023 1,185,000 1,761,100.00 2,946,100.00 1,527,750.00 - 1,418,350.00 12/01/2024 - 1,713,700.00 1,713,700.00 - - 1,713,700.00 12/01/2025 740,000 1,713,700.00 2,453,700.00 - - 2,453,700.00 12/01/2026 865,000 1,684,100.00 2,549,100.00 - - 2,549,100.00 12/01/2027 975,000 1,649,500.00 2,624,500.00 - - 2,624,500.00 12/01/2028 1,900,000 1,610,500.00 3,510,500.00 - - 3,510,500.00 12/01/2029 1,995,000 1,515,500.00 3,510,500.00 - - 3,510,500.00 12/01/2030 2,165,000 1,415,750.00 3,580,750.00 - - 3,580,750.00 12/01/2031 2,270,000 1,307,500.00 3,577,500.00 - - 3,577,500.00 12/01/2032 2,455,000 1,194,000.00 3,649,000.00 - - 3,649,000.00 12/01/2033 2,550,000 1,095,800.00 3,645,800.00 - - 3,645,800.00 12/01/2034 2,925,000 993,800.00 3,918,800.00 - - 3,918,800.00 12/01/2035 3,030,000 876,800.00 3,906,800.00 - - 3,906,800.00 12/01/2036 3,240,000 755,600.00 3,995,600.00 - - 3,995,600.00 12/01/2037 3,360,000 626,000.00 3,986,000.00 - - 3,986,000.00 12/01/2038 3,580,000 491,600.00 4,071,600.00 - - 4,071,600.00 12/01/2039 3,710,000 348,400.00 4,058,400.00 - - 4,058,400.00 12/01/2040 5,000,000 200,000.00 5,200,000.00 - 4,210,500 989,500.00 42,105,000 22,828,863.89 64,933,863.89 3,148,862.50 4,210,500 57,574,501.39 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 15 FORM 8038 STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Dated Date 11/09/2021 Delivery Date 11/09/2021 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2022 160,000.00 4.000%103.851 166,161.60 160,000.00 12/01/2023 1,185,000.00 4.000% 107.167 1,269,928.95 1,185,000.00 12/01/2025 740,000.00 4.000%112.975 836,015.00 740,000.00 12/01/2026 865,000.00 4.000%115.249 996,903.85 865,000.00 12/01/2027 975,000.00 4.000% 116.702 1,137,844.50 975,000.00 12/01/2028 1,900,000.00 5.000% 124.808 2,371,352.00 1,900,000.00 12/01/2029 1,995,000.00 5.000% 126.567 2,525,011.65 1,995,000.00 12/01/2030 2,165,000.00 5.000% 128.280 2,777,262.00 2,165,000.00 12/01/2031 2,270,000.00 5.000% 130.398 2,960,034.60 2,270,000.00 12/01/2032 2,455,000.00 4.000% 119.856 2,942,464.80 2,455,000.00 12/01/2033 2,550,000.00 4.000% 119.350 3,043,425.00 2,550,000.00 12/01/2034 2,925,000.00 4.000% 118.745 3,473,291.25 2,925,000.00 12/01/2035 3,030,000.00 4.000% 118.544 3,591,883.20 3,030,000.00 12/01/2036 3,240,000.00 4.000% 118.244 3,831,105.60 3,240,000.00 12/01/2037 3,360,000.00 4.000% 117.944 3,962,918.40 3,360,000.00 12/01/2038 3,580,000.00 4.000% 117.645 4,211,691.00 3,580,000.00 12/01/2039 3,710,000.00 4.000% 117.347 4,353,573.70 3,710,000.00 12/01/2040 5,000,000.00 4.000% 117.050 5,852,500.00 5,000,000.00 42,105,000.00 50,303,367.10 42,105,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2040 4.000% 5,852,500.00 5,000,000.00 - - Entire Issue - - 50,303,367.10 42,105,000.00 13.0944 1.8696% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 828,072.82 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Proceeds used to refund prior tax-exempt bonds 6,430,993.75 Proceeds used to refund prior taxable bonds 0.00 Remaining WAM of prior tax-exempt bonds (years) 3.9880 Remaining WAM of prior taxable bonds (years) 0.0000 Last call date of refunded tax-exempt bonds 11/09/2021 2011 Form 8038 Statistics Proceeds used to currently refund prior issues 6,430,993.75 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 3.9880 Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 16 FORM 8038 STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Colorado State Bank Loan, Series 2018: BOND 09/01/2022 794,247.00 4.650% 100.000 794,247.00 BOND 09/01/2023 830,227.00 4.650% 100.000 830,227.00 BOND 09/01/2024 867,836.00 4.650% 100.000 867,836.00 BOND 09/01/2025 907,149.00 4.650% 100.000 907,149.00 BOND 09/01/2026 948,243.00 4.650% 100.000 948,243.00 BOND 09/01/2027 991,198.00 4.650% 100.000 991,198.00 BOND 09/01/2028 1,036,100.00 4.650% 100.000 1,036,100.00 6,375,000.00 6,375,000.00 Remaining Last Weighted Call Issue Average Date Date Maturity Colorado State Bank Loan, Series 2018 11/09/2021 10/18/2018 3.9880 All Refunded Issues 11/09/2021 - 3.9880 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 17 PROOF OF ARBITRAGE YIELD Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Present Value to 11/09/2021 Date Debt Service Total @ 1.8696452718% 06/01/2022 991,763.89 991,763.89 981,461.72 12/01/2022 1,043,750.00 1,043,750.00 1,023,341.38 06/01/2023 880,550.00 880,550.00 855,336.58 12/01/2023 2,065,550.00 2,065,550.00 1,987,823.01 06/01/2024 856,850.00 856,850.00 816,969.38 12/01/2024 856,850.00 856,850.00 809,402.89 06/01/2025 856,850.00 856,850.00 801,906.49 12/01/2025 1,596,850.00 1,596,850.00 1,480,614.59 06/01/2026 842,050.00 842,050.00 773,525.72 12/01/2026 1,707,050.00 1,707,050.00 1,553,610.32 06/01/2027 824,750.00 824,750.00 743,664.68 12/01/2027 1,799,750.00 1,799,750.00 1,607,777.66 06/01/2028 805,250.00 805,250.00 712,694.68 12/01/2028 2,705,250.00 2,705,250.00 2,372,133.70 06/01/2029 757,750.00 757,750.00 658,289.12 12/01/2029 2,752,750.00 2,752,750.00 2,369,280.51 06/01/2030 707,875.00 707,875.00 603,622.28 12/01/2030 2,872,875.00 2,872,875.00 2,427,081.68 06/01/2031 653,750.00 653,750.00 547,190.24 12/01/2031 32,773,750.00 32,773,750.00 27,177,640.49 58,351,863.89 58,351,863.89 50,303,367.10 Proceeds Summary Delivery date 11/09/2021 Par Value 42,105,000.00 Premium (Discount) 8,198,367.10 Target for yield calculation 50,303,367.10 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 18 PROOF OF ARBITRAGE YIELD Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Assumed Call/Computation Dates for Premium Bonds Bond Maturity Call Call Yield To Component Date Rate Yield Date Price Call/Maturity BOND 12/01/2032 4.000% 1.830% 12/01/2031 100.000 1.8300727% BOND 12/01/2033 4.000% 1.880% 12/01/2031 100.000 1.8799952% BOND 12/01/2034 4.000% 1.940% 12/01/2031 100.000 1.9400096% BOND 12/01/2035 4.000% 1.960% 12/01/2031 100.000 1.9600271% BOND 12/01/2036 4.000% 1.990% 12/01/2031 100.000 1.9899777% BOND 12/01/2037 4.000% 2.020% 12/01/2031 100.000 2.0200169% BOND 12/01/2038 4.000% 2.050% 12/01/2031 100.000 2.0500447% BOND 12/01/2039 4.000% 2.080% 12/01/2031 100.000 2.0800607% BOND 12/01/2040 4.000% 2.110% 12/01/2031 100.000 2.1100645% Rejected Call/Computation Dates for Premium Bonds Bond Maturity Call Call Yield To Increase Component Date Rate Yield Date Price Call/Maturity to Yield BOND 12/01/2032 4.000% 1.830% - - 1.9909507% 0.1608779% BOND 12/01/2033 4.000% 1.880% - - 2.1680143% 0.2880191% BOND 12/01/2034 4.000% 1.940% - - 2.3272574% 0.3872478% BOND 12/01/2035 4.000% 1.960% - - 2.4345302% 0.4745031% BOND 12/01/2036 4.000% 1.990% - - 2.5350367% 0.5450590% BOND 12/01/2037 4.000% 2.020% - - 2.6235586% 0.6035417% BOND 12/01/2038 4.000% 2.050% - - 2.7021438% 0.6520991% BOND 12/01/2039 4.000% 2.080% - - 2.7724476% 0.6923869% BOND 12/01/2040 4.000% 2.110% - - 2.8357789% 0.7257143% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 19 SOURCES AND USES OF FUNDS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Dated Date 11/09/2021 Delivery Date 11/09/2021 Sources: Bond Proceeds: Par Amount 36,525,000.00 Premium 7,305,940.80 43,830,940.80 Uses: Project Fund Deposits: Project Fund 36,310,977.88 Other Fund Deposits: Capitalized Interest Fund 3,148,862.50 Debt Service Reserve Fund 3,652,500.00 6,801,362.50 Delivery Date Expenses: Cost of Issuance 262,037.92 Underwriter's Discount 456,562.50 718,600.42 43,830,940.80 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 20 BOND SUMMARY STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Dated Date 11/09/2021 Delivery Date 11/09/2021 First Coupon 06/01/2022 Last Maturity 12/01/2040 Arbitrage Yield 1.869645% True Interest Cost (TIC) 2.543736% Net Interest Cost (NIC) 2.810474% All-In TIC 2.598354% Average Coupon 4.114765% Average Life (years) 14.378 Weighted Average Maturity (years) 14.282 Duration of Issue (years) 11.245 Par Amount 36,525,000.00 Bond Proceeds 43,830,940.80 Total Interest 21,608,362.50 Net Interest 14,758,984.20 Total Debt Service 58,133,362.50 Maximum Annual Debt Service 5,200,000.00 Average Annual Debt Service 3,049,841.23 Underwriter's Fees (per $1000) Average Takedown - Other Fee 12.500000 Total Underwriter's Discount 12.500000 Bid Price 118.752576 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 36,525,000.00 120.003 4.115% 14.378 36,232.35 36,525,000.00 14.378 36,232.35 All-In Arbitrage TIC TIC Yield Par Value 36,525,000.00 36,525,000.00 36,525,000.00 + Accrued Interest - - - + Premium (Discount) 7,305,940.80 7,305,940.80 7,305,940.80 - Underwriter's Discount (456,562.50) (456,562.50) - Cost of Issuance Expense (262,037.92) - Other Amounts - - - Target Value 43,374,378.30 43,112,340.38 43,830,940.80 Target Date 11/09/2021 11/09/2021 11/09/2021 Yield 2.543736% 2.598354% 1.869645% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 21 DETAILED BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Dated Date 11/09/2021 Delivery Date 11/09/2021 Bond Component (BOND) Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 12/01/2021 -----36,525,000 36,525,000 06/01/2022 - - 857,237.50 857,237.50 - 36,525,000 36,525,000 12/01/2022 - - 763,875.00 763,875.00 1,621,112.50 36,525,000 36,525,000 06/01/2023 - - 763,875.00 763,875.00 - 36,525,000 36,525,000 12/01/2023 - - 763,875.00 763,875.00 1,527,750.00 36,525,000 36,525,000 06/01/2024 - - 763,875.00 763,875.00 - 36,525,000 36,525,000 12/01/2024 - - 763,875.00 763,875.00 1,527,750.00 36,525,000 36,525,000 06/01/2025 - - 763,875.00 763,875.00 - 36,525,000 36,525,000 12/01/2025 - - 763,875.00 763,875.00 1,527,750.00 36,525,000 36,525,000 06/01/2026 - - 763,875.00 763,875.00 - 36,525,000 36,525,000 12/01/2026 - - 763,875.00 763,875.00 1,527,750.00 36,525,000 36,525,000 06/01/2027 - - 763,875.00 763,875.00 - 36,525,000 36,525,000 12/01/2027 - - 763,875.00 763,875.00 1,527,750.00 36,525,000 36,525,000 06/01/2028 - - 763,875.00 763,875.00 - 36,525,000 36,525,000 12/01/2028 245,000 5.000% 763,875.00 1,008,875.00 1,772,750.00 36,280,000 36,280,000 06/01/2029 - - 757,750.00 757,750.00 - 36,280,000 36,280,000 12/01/2029 1,995,000 5.000% 757,750.00 2,752,750.00 3,510,500.00 34,285,000 34,285,000 06/01/2030 - - 707,875.00 707,875.00 - 34,285,000 34,285,000 12/01/2030 2,165,000 5.000% 707,875.00 2,872,875.00 3,580,750.00 32,120,000 32,120,000 06/01/2031 - - 653,750.00 653,750.00 - 32,120,000 32,120,000 12/01/2031 2,270,000 5.000% 653,750.00 2,923,750.00 3,577,500.00 29,850,000 29,850,000 06/01/2032 - - 597,000.00 597,000.00 - 29,850,000 29,850,000 12/01/2032 2,455,000 4.000% 597,000.00 3,052,000.00 3,649,000.00 27,395,000 27,395,000 06/01/2033 - - 547,900.00 547,900.00 - 27,395,000 27,395,000 12/01/2033 2,550,000 4.000% 547,900.00 3,097,900.00 3,645,800.00 24,845,000 24,845,000 06/01/2034 - - 496,900.00 496,900.00 - 24,845,000 24,845,000 12/01/2034 2,925,000 4.000% 496,900.00 3,421,900.00 3,918,800.00 21,920,000 21,920,000 06/01/2035 - - 438,400.00 438,400.00 - 21,920,000 21,920,000 12/01/2035 3,030,000 4.000% 438,400.00 3,468,400.00 3,906,800.00 18,890,000 18,890,000 06/01/2036 - - 377,800.00 377,800.00 - 18,890,000 18,890,000 12/01/2036 3,240,000 4.000% 377,800.00 3,617,800.00 3,995,600.00 15,650,000 15,650,000 06/01/2037 - - 313,000.00 313,000.00 - 15,650,000 15,650,000 12/01/2037 3,360,000 4.000% 313,000.00 3,673,000.00 3,986,000.00 12,290,000 12,290,000 06/01/2038 - - 245,800.00 245,800.00 - 12,290,000 12,290,000 12/01/2038 3,580,000 4.000% 245,800.00 3,825,800.00 4,071,600.00 8,710,000 8,710,000 06/01/2039 - - 174,200.00 174,200.00 - 8,710,000 8,710,000 12/01/2039 3,710,000 4.000% 174,200.00 3,884,200.00 4,058,400.00 5,000,000 5,000,000 06/01/2040 - - 100,000.00 100,000.00 - 5,000,000 5,000,000 12/01/2040 5,000,000 4.000% 100,000.00 5,100,000.00 5,200,000.00 - - 36,525,000 21,608,362.50 58,133,362.50 58,133,362.50 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 22 BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 12/01/2021 - - - - 36,525,000 36,525,000 12/01/2022 - - 1,621,112.50 1,621,112.50 36,525,000 36,525,000 12/01/2023 - - 1,527,750.00 1,527,750.00 36,525,000 36,525,000 12/01/2024 - - 1,527,750.00 1,527,750.00 36,525,000 36,525,000 12/01/2025 - - 1,527,750.00 1,527,750.00 36,525,000 36,525,000 12/01/2026 - - 1,527,750.00 1,527,750.00 36,525,000 36,525,000 12/01/2027 - - 1,527,750.00 1,527,750.00 36,525,000 36,525,000 12/01/2028 245,000 5.000%1,527,750.00 1,772,750.00 36,280,000 36,280,000 12/01/2029 1,995,000 5.000%1,515,500.00 3,510,500.00 34,285,000 34,285,000 12/01/2030 2,165,000 5.000%1,415,750.00 3,580,750.00 32,120,000 32,120,000 12/01/2031 2,270,000 5.000%1,307,500.00 3,577,500.00 29,850,000 29,850,000 12/01/2032 2,455,000 4.000%1,194,000.00 3,649,000.00 27,395,000 27,395,000 12/01/2033 2,550,000 4.000%1,095,800.00 3,645,800.00 24,845,000 24,845,000 12/01/2034 2,925,000 4.000% 993,800.00 3,918,800.00 21,920,000 21,920,000 12/01/2035 3,030,000 4.000% 876,800.00 3,906,800.00 18,890,000 18,890,000 12/01/2036 3,240,000 4.000% 755,600.00 3,995,600.00 15,650,000 15,650,000 12/01/2037 3,360,000 4.000% 626,000.00 3,986,000.00 12,290,000 12,290,000 12/01/2038 3,580,000 4.000% 491,600.00 4,071,600.00 8,710,000 8,710,000 12/01/2039 3,710,000 4.000% 348,400.00 4,058,400.00 5,000,000 5,000,000 12/01/2040 5,000,000 4.000%200,000.00 5,200,000.00 - - 36,525,000 21,608,362.50 58,133,362.50 No v 1 , 2 0 2 1 9 : 4 8 a m P r e p a r e d b y P i p e r S a n d l e r & C o . ( q : \ . . . \ wh e a t r i d g e u r a \ q u a n t \ wh e a t r i d g e u r a \ q u a n t \ Wh e a t R i d g e U R A : W H E A T R - 2021_R) Page 23 BO N D P R I C I N G Wh e a t R i d g e U r b a n R e n e w a l A u t h o r i t y Ta x I n c r e m e n t R e v e n u e B o n d s , S e r i e s 2 0 2 1 Ma t u r i t y Yi e l d t o C a l l C a l l C a l l D a t e C a l l P r i c e P r e m i u m Bo n d C o m p o n e n t D a t e A m o u n t R a t e Y i e l d P r i c e M a t u r i t y D a t e P r i c e f o r A r b Y i e l d f o r A r b Y i e l d ( - D i s c o u n t ) Bo n d C o m p o n e n t : 12 / 0 1 / 2 0 2 8 2 4 5 , 0 0 0 5 . 0 0 0 % 1 . 3 1 0 % 12 4 . 8 0 8 - - - - - 6 0 , 7 7 9 . 6 0 12 / 0 1 / 2 0 2 9 1 , 9 9 5 , 0 0 0 5 . 0 0 0 % 1 . 49 0 % 1 2 6 . 5 6 7 - - - - - 5 3 0 , 0 1 1 . 6 5 12 / 0 1 / 2 0 3 0 2 , 1 6 5 , 0 0 0 5 . 0 0 0 % 1 . 63 0 % 1 2 8 . 2 8 0 - - - - - 6 1 2 , 2 6 2 . 0 0 12 / 0 1 / 2 0 3 1 2 , 2 7 0 , 0 0 0 5 . 0 0 0 % 1 . 70 0 % 1 3 0 . 3 9 8 - - - - - 6 9 0 , 0 3 4 . 6 0 12 / 0 1 / 2 0 3 2 2 , 4 5 5 , 0 0 0 4 . 0 0 0 % 1 . 8 3 0 % 11 9 . 8 5 6 C 1 . 9 9 1 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 4 8 7 , 4 6 4 . 8 0 12 / 0 1 / 2 0 3 3 2 , 5 5 0 , 0 0 0 4 . 0 0 0 % 1 . 8 8 0 % 11 9 . 3 5 0 C 2 . 1 6 8 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 4 9 3 , 4 2 5 . 0 0 12 / 0 1 / 2 0 3 4 2 , 9 2 5 , 0 0 0 4 . 0 0 0 % 1 . 9 4 0 % 11 8 . 7 4 5 C 2 . 3 2 7 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 5 4 8 , 2 9 1 . 2 5 12 / 0 1 / 2 0 3 5 3 , 0 3 0 , 0 0 0 4 . 0 0 0 % 1 . 9 6 0 % 11 8 . 5 4 4 C 2 . 4 3 5 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 5 6 1 , 8 8 3 . 2 0 12 / 0 1 / 2 0 3 6 3 , 2 4 0 , 0 0 0 4 . 0 0 0 % 1 . 9 9 0 % 11 8 . 2 4 4 C 2 . 5 3 5 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 5 9 1 , 1 0 5 . 6 0 12 / 0 1 / 2 0 3 7 3 , 3 6 0 , 0 0 0 4 . 0 0 0 % 2 . 0 2 0 % 11 7 . 9 4 4 C 2 . 6 2 4 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 6 0 2 , 9 1 8 . 4 0 12 / 0 1 / 2 0 3 8 3 , 5 8 0 , 0 0 0 4 . 0 0 0 % 2 . 0 5 0 % 11 7 . 6 4 5 C 2 . 7 0 2 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 6 3 1 , 6 9 1 . 0 0 12 / 0 1 / 2 0 3 9 3 , 7 1 0 , 0 0 0 4 . 0 0 0 % 2 . 0 8 0 % 11 7 . 3 4 7 C 2 . 7 7 2 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 6 4 3 , 5 7 3 . 7 0 12 / 0 1 / 2 0 4 0 5 , 0 0 0 , 0 0 0 4 . 0 0 0 % 2 . 1 1 0 % 11 7 . 0 5 0 C 2 . 8 3 6 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 1 0 0 . 0 0 0 8 5 2 , 5 0 0 . 0 0 36 , 5 2 5 , 0 0 0 7,305,940.80 Da t e d D a t e 1 1 / 0 9 / 2 0 2 1 De l i v e r y D a t e 1 1 / 0 9 / 2 0 2 1 Fi r s t C o u p o n 0 6 / 0 1 / 2 0 2 2 Pa r A m o u n t 3 6 , 5 2 5 , 0 0 0 . 0 0 Pr e m i u m 7 , 3 0 5 , 9 4 0 . 8 0 Pr o d u c t i o n 4 3 , 8 3 0 , 9 4 0 . 8 0 1 2 0 . 0 0 2 5 7 6 % Un d e r w r i t e r ' s D i s c o un t ( 4 5 6 , 5 6 2 . 5 0 ) ( 1 . 2 5 0 0 0 0 % ) Pu r c h a s e P r i c e 4 3 , 3 7 4 , 3 7 8 . 3 0 1 1 8 . 7 5 2 5 7 6 % Ac c r u e d I n t e r e s t - Ne t P r o c e e d s 4 3 , 3 7 4 , 3 7 8 . 3 0 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 24 FORM 8038 STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Dated Date 11/09/2021 Delivery Date 11/09/2021 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2028 245,000.00 5.000%124.808 305,779.60 245,000.00 12/01/2029 1,995,000.00 5.000% 126.567 2,525,011.65 1,995,000.00 12/01/2030 2,165,000.00 5.000% 128.280 2,777,262.00 2,165,000.00 12/01/2031 2,270,000.00 5.000% 130.398 2,960,034.60 2,270,000.00 12/01/2032 2,455,000.00 4.000% 119.856 2,942,464.80 2,455,000.00 12/01/2033 2,550,000.00 4.000% 119.350 3,043,425.00 2,550,000.00 12/01/2034 2,925,000.00 4.000% 118.745 3,473,291.25 2,925,000.00 12/01/2035 3,030,000.00 4.000% 118.544 3,591,883.20 3,030,000.00 12/01/2036 3,240,000.00 4.000% 118.244 3,831,105.60 3,240,000.00 12/01/2037 3,360,000.00 4.000% 117.944 3,962,918.40 3,360,000.00 12/01/2038 3,580,000.00 4.000% 117.645 4,211,691.00 3,580,000.00 12/01/2039 3,710,000.00 4.000% 117.347 4,353,573.70 3,710,000.00 12/01/2040 5,000,000.00 4.000% 117.050 5,852,500.00 5,000,000.00 36,525,000.00 43,830,940.80 36,525,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2040 4.000% 5,852,500.00 5,000,000.00 - - Entire Issue - - 43,830,940.80 36,525,000.00 14.2816 1.8696% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 718,600.42 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 25 PROOF OF ARBITRAGE YIELD Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Present Value to 11/09/2021 Date Debt Service @ 1.8696452718% 06/01/2022 857,237.50 848,332.75 12/01/2022 763,875.00 748,938.83 06/01/2023 763,875.00 742,002.42 12/01/2023 763,875.00 735,130.25 06/01/2024 763,875.00 728,321.74 12/01/2024 763,875.00 721,576.28 06/01/2025 763,875.00 714,893.30 12/01/2025 763,875.00 708,272.21 06/01/2026 763,875.00 701,712.44 12/01/2026 763,875.00 695,213.43 06/01/2027 763,875.00 688,774.61 12/01/2027 763,875.00 682,395.42 06/01/2028 763,875.00 676,075.31 12/01/2028 1,008,875.00 884,645.19 06/01/2029 757,750.00 658,289.12 12/01/2029 2,752,750.00 2,369,280.51 06/01/2030 707,875.00 603,622.28 12/01/2030 2,872,875.00 2,427,081.68 06/01/2031 653,750.00 547,190.24 12/01/2031 32,773,750.00 27,177,640.49 51,551,362.50 44,059,388.47 Proceeds Summary Delivery date 11/09/2021 Par Value 36,525,000.00 Premium (Discount) 7,305,940.80 Target for yield calculation 43,830,940.80 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 26 PROOF OF ARBITRAGE YIELD Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Assumed Call/Computation Dates for Premium Bonds Bond Maturity Call Call Yield To Component Date Rate Yield Date Price Call/Maturity BOND 12/01/2032 4.000% 1.830% 12/01/2031 100.000 1.8300727% BOND 12/01/2033 4.000% 1.880% 12/01/2031 100.000 1.8799952% BOND 12/01/2034 4.000% 1.940% 12/01/2031 100.000 1.9400096% BOND 12/01/2035 4.000% 1.960% 12/01/2031 100.000 1.9600271% BOND 12/01/2036 4.000% 1.990% 12/01/2031 100.000 1.9899777% BOND 12/01/2037 4.000% 2.020% 12/01/2031 100.000 2.0200169% BOND 12/01/2038 4.000% 2.050% 12/01/2031 100.000 2.0500447% BOND 12/01/2039 4.000% 2.080% 12/01/2031 100.000 2.0800607% BOND 12/01/2040 4.000% 2.110% 12/01/2031 100.000 2.1100645% Rejected Call/Computation Dates for Premium Bonds Bond Maturity Call Call Yield To Increase Component Date Rate Yield Date Price Call/Maturity to Yield BOND 12/01/2032 4.000% 1.830% - - 1.9909507% 0.1608779% BOND 12/01/2033 4.000% 1.880% - - 2.1680143% 0.2880191% BOND 12/01/2034 4.000% 1.940% - - 2.3272574% 0.3872478% BOND 12/01/2035 4.000% 1.960% - - 2.4345302% 0.4745031% BOND 12/01/2036 4.000% 1.990% - - 2.5350367% 0.5450590% BOND 12/01/2037 4.000% 2.020% - - 2.6235586% 0.6035417% BOND 12/01/2038 4.000% 2.050% - - 2.7021438% 0.6520991% BOND 12/01/2039 4.000% 2.080% - - 2.7724476% 0.6923869% BOND 12/01/2040 4.000% 2.110% - - 2.8357789% 0.7257143% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 27 FORMULA VERIFICATION Wheat Ridge Urban Renewal Authority Tax Increment Revenue Bonds, Series 2021 Component Formula Vector CAPI Adjusted Bond Interest accrued through 12/1/2023 V1 Date V1 06/01/2022 857,237.50 12/01/2022 763,875.00 06/01/2023 763,875.00 12/01/2023 763,875.00 3,148,862.50 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 28 SOURCES AND USES OF FUNDS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Sources: Bond Proceeds: Par Amount 5,580,000.00 Premium 892,426.30 6,472,426.30 Other Sources of Funds: DSRF Release 626,039.85 7,098,466.15 Uses: Refunding Escrow Deposits: Cash Deposit 6,430,993.75 Other Fund Deposits: Debt Service Reserve Fund 558,000.00 Delivery Date Expenses: Cost of Issuance 39,722.40 Underwriter's Discount 69,750.00 109,472.40 7,098,466.15 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 29 BOND SUMMARY STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 First Coupon 06/01/2022 Last Maturity 12/01/2028 Arbitrage Yield 1.869645% True Interest Cost (TIC) 1.314825% Net Interest Cost (NIC) 1.441865% All-In TIC 1.451986% Average Coupon 4.423549% Average Life (years) 4.945 Weighted Average Maturity (years) 5.055 Duration of Issue (years) 4.572 Par Amount 5,580,000.00 Bond Proceeds 6,472,426.30 Total Interest 1,220,501.39 Net Interest 397,825.09 Total Debt Service 6,800,501.39 Maximum Annual Debt Service 1,737,750.00 Average Annual Debt Service 963,092.25 Underwriter's Fees (per $1000) Average Takedown - Other Fee 12.500000 Total Underwriter's Discount 12.500000 Bid Price 114.743303 Par Average Average PV of 1 bp Bond Component Value Price Coupon Life change Bond Component 5,580,000.00 115.993 4.424% 4.945 2,931.70 5,580,000.00 4.945 2,931.70 All-In Arbitrage TIC TIC Yield Par Value 5,580,000.00 5,580,000.00 5,580,000.00 + Accrued Interest - - - + Premium (Discount) 892,426.30 892,426.30 892,426.30 - Underwriter's Discount (69,750.00) (69,750.00) - Cost of Issuance Expense (39,722.40) - Other Amounts - - - Target Value 6,402,676.30 6,362,953.90 6,472,426.30 Target Date 11/09/2021 11/09/2021 11/09/2021 Yield 1.314825% 1.451986% 1.869645% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 30 SUMMARY OF REFUNDING RESULTS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Arbitrage yield 1.869645% Escrow yield 0.000000% Value of Negative Arbitrage - Bond Par Amount 5,580,000.00 True Interest Cost 1.314825% Net Interest Cost 1.441865% Average Coupon 4.423549% Average Life 4.945 Weighted Average Maturity 5.055 Par amount of refunded bonds 6,375,000.00 Average coupon of refunded bonds 4.650000% Average life of refunded bonds 3.988 Remaining weighted average maturity of refunded bonds 3.988 PV of prior debt to 11/09/2021 @ 1.869645% 7,102,867.41 Net PV Savings 790,848.93 Percentage savings of refunded bonds 12.405473% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 31 SUMMARY OF BONDS REFUNDED Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Maturity Interest Par Call Call Bond Date Rate Amount Date Price Colorado State Bank Loan, Series 2018, 2018: BOND 09/01/2022 4.650% 794,247.00 11/09/2021 100.000 09/01/2023 4.650% 830,227.00 11/09/2021 100.000 09/01/2024 4.650% 867,836.00 11/09/2021 100.000 09/01/2025 4.650% 907,149.00 11/09/2021 100.000 09/01/2026 4.650% 948,243.00 11/09/2021 100.000 09/01/2027 4.650% 991,198.00 11/09/2021 100.000 09/01/2028 4.650% 1,036,100.00 11/09/2021 100.000 6,375,000.00 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 32 PRIOR BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 12/01/2021 -----6,375,000 6,375,000 06/01/2022 - - 148,218.75 148,218.75 - 6,375,000 6,375,000 12/01/2022 794,247 4.650% 148,218.75 942,465.75 1,090,684.50 5,580,753 5,580,753 06/01/2023 - - 129,752.51 129,752.51 - 5,580,753 5,580,753 12/01/2023 830,227 4.650% 129,752.51 959,979.51 1,089,732.02 4,750,526 4,750,526 06/01/2024 - - 110,449.73 110,449.73 - 4,750,526 4,750,526 12/01/2024 867,836 4.650% 110,449.73 978,285.73 1,088,735.46 3,882,690 3,882,690 06/01/2025 - - 90,272.54 90,272.54 - 3,882,690 3,882,690 12/01/2025 907,149 4.650% 90,272.54 997,421.54 1,087,694.08 2,975,541 2,975,541 06/01/2026 - - 69,181.33 69,181.33 - 2,975,541 2,975,541 12/01/2026 948,243 4.650% 69,181.33 1,017,424.33 1,086,605.66 2,027,298 2,027,298 06/01/2027 - - 47,134.68 47,134.68 - 2,027,298 2,027,298 12/01/2027 991,198 4.650% 47,134.68 1,038,332.68 1,085,467.36 1,036,100 1,036,100 06/01/2028 - - 24,089.33 24,089.33 - 1,036,100 1,036,100 12/01/2028 1,036,100 4.650% 24,089.33 1,060,189.33 1,084,278.66 - - 6,375,000 1,238,197.74 7,613,197.74 7,613,197.74 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 33 PRIOR BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 12/01/2021 - - - - 6,375,000 6,375,000 12/01/2022 794,247 4.650% 296,437.50 1,090,684.50 5,580,753 5,580,753 12/01/2023 830,227 4.650% 259,505.02 1,089,732.02 4,750,526 4,750,526 12/01/2024 867,836 4.650% 220,899.46 1,088,735.46 3,882,690 3,882,690 12/01/2025 907,149 4.650% 180,545.08 1,087,694.08 2,975,541 2,975,541 12/01/2026 948,243 4.650% 138,362.66 1,086,605.66 2,027,298 2,027,298 12/01/2027 991,198 4.650% 94,269.36 1,085,467.36 1,036,100 1,036,100 12/01/2028 1,036,100 4.650%48,178.66 1,084,278.66 - - 6,375,000 1,238,197.74 7,613,197.74 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 34 DETAILED BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Bond Component (BOND) Period Annual Bond Total Ending Principal Coupon Interest Debt Service Debt Service Balance Bond Value 12/01/2021 -----5,580,000 5,580,000 06/01/2022 - - 134,526.39 134,526.39 - 5,580,000 5,580,000 12/01/2022 160,000 4.000% 119,875.00 279,875.00 414,401.39 5,420,000 5,420,000 06/01/2023 - - 116,675.00 116,675.00 - 5,420,000 5,420,000 12/01/2023 1,185,000 4.000% 116,675.00 1,301,675.00 1,418,350.00 4,235,000 4,235,000 06/01/2024 - - 92,975.00 92,975.00 - 4,235,000 4,235,000 12/01/2024 - - 92,975.00 92,975.00 185,950.00 4,235,000 4,235,000 06/01/2025 - - 92,975.00 92,975.00 - 4,235,000 4,235,000 12/01/2025 740,000 4.000% 92,975.00 832,975.00 925,950.00 3,495,000 3,495,000 06/01/2026 - - 78,175.00 78,175.00 - 3,495,000 3,495,000 12/01/2026 865,000 4.000% 78,175.00 943,175.00 1,021,350.00 2,630,000 2,630,000 06/01/2027 - - 60,875.00 60,875.00 - 2,630,000 2,630,000 12/01/2027 975,000 4.000% 60,875.00 1,035,875.00 1,096,750.00 1,655,000 1,655,000 06/01/2028 - - 41,375.00 41,375.00 - 1,655,000 1,655,000 12/01/2028 1,655,000 5.000% 41,375.00 1,696,375.00 1,737,750.00 - - 5,580,000 1,220,501.39 6,800,501.39 6,800,501.39 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 35 BOND DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Period Bond Total Ending Principal Coupon Interest Debt Service Balance Bond Value 12/01/2021 - - - - 5,580,000 5,580,000 12/01/2022 160,000 4.000% 254,401.39 414,401.39 5,420,000 5,420,000 12/01/2023 1,185,000 4.000% 233,350.00 1,418,350.00 4,235,000 4,235,000 12/01/2024 - - 185,950.00 185,950.00 4,235,000 4,235,000 12/01/2025 740,000 4.000% 185,950.00 925,950.00 3,495,000 3,495,000 12/01/2026 865,000 4.000% 156,350.00 1,021,350.00 2,630,000 2,630,000 12/01/2027 975,000 4.000% 121,750.00 1,096,750.00 1,655,000 1,655,000 12/01/2028 1,655,000 5.000%82,750.00 1,737,750.00 - - 5,580,000 1,220,501.39 6,800,501.39 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 36 SAVINGS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Present Value Prior Refunding to 11/09/2021 Date Debt Service Debt Service Savings @ 1.8696453% 12/01/2022 1,090,684.50 414,401.39 676,283.11 668,178.14 12/01/2023 1,089,732.02 1,418,350.00 (328,617.98) (311,238.48) 12/01/2024 1,088,735.46 185,950.00 902,785.46 857,749.49 12/01/2025 1,087,694.08 925,950.00 161,744.08 154,653.86 12/01/2026 1,086,605.66 1,021,350.00 65,255.66 63,927.97 12/01/2027 1,085,467.36 1,096,750.00 (11,282.64) (5,670.20) 12/01/2028 1,084,278.66 1,737,750.00 (653,471.34) (568,711.99) 7,613,197.74 6,800,501.39 812,696.35 858,888.78 Savings Summary Dated Date 11/09/2021 Delivery Date 11/09/2021 PV of savings from cash flow 858,888.78 Less: Prior funds on hand (626,039.85) Plus: Refunding funds on hand 558,000.00 Net PV Savings 790,848.93 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 37 BOND PRICING Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Maturity Premium Bond Component Date Amount Rate Yield Price (-Discount) Bond Component: 12/01/2022 160,000 4.000%0.360% 103.851 6,161.60 12/01/2023 1,185,000 4.000%0.500% 107.167 84,928.95 12/01/2025 740,000 4.000%0.750% 112.975 96,015.00 12/01/2026 865,000 4.000%0.910% 115.249 131,903.85 12/01/2027 975,000 4.000%1.140% 116.702 162,844.50 12/01/2028 1,655,000 5.000%1.310% 124.808 410,572.40 5,580,000 892,426.30 Dated Date 11/09/2021 Delivery Date 11/09/2021 First Coupon 06/01/2022 Par Amount 5,580,000.00 Premium 892,426.30 Production 6,472,426.30 115.993303% Underwriter's Discount (69,750.00) (1.250000%) Purchase Price 6,402,676.30 114.743303% Accrued Interest - Net Proceeds 6,402,676.30 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 38 ESCROW COST Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Purchase Cost of Cash Total Date Securities Deposit Escrow Cost 11/09/2021 - 6,430,993.75 6,430,993.75 0 6,430,993.75 6,430,993.75 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 39 ESCROW STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Modified Yield to Yield to Perfect Value of Total Duration PV of 1 bp Receipt Disbursement Escrow Negative Cost of Escrow Cost (years) change Date Date Cost Arbitrage Dead Time Global Proceeds Escrow: 6,430,993.75 - - - - 6,430,993.75 - - 6,430,993.75 0.00 6,430,993.75 0.00 0.00 Delivery date 11/09/2021 Arbitrage yield 1.869645% Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 40 ESCROW SUFFICIENCY Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Escrow Net Escrow Excess Excess Date Requirement Receipts Receipts Balance 12/01/2021 6,430,993.75 6,430,993.75 - - 6,430,993.75 6,430,993.75 0.00 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 41 FORM 8038 STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Dated Date 11/09/2021 Delivery Date 11/09/2021 Redemption Bond Component Date Principal Coupon Price Issue Price at Maturity Bond Component: 12/01/2022 160,000.00 4.000%103.851 166,161.60 160,000.00 12/01/2023 1,185,000.00 4.000% 107.167 1,269,928.95 1,185,000.00 12/01/2025 740,000.00 4.000%112.975 836,015.00 740,000.00 12/01/2026 865,000.00 4.000%115.249 996,903.85 865,000.00 12/01/2027 975,000.00 4.000% 116.702 1,137,844.50 975,000.00 12/01/2028 1,655,000.00 5.000% 124.808 2,065,572.40 1,655,000.00 5,580,000.00 6,472,426.30 5,580,000.00 Stated Weighted Maturity Interest Issue Redemption Average Date Rate Price at Maturity Maturity Yield Final Maturity 12/01/2028 5.000% 2,065,572.40 1,655,000.00 - - Entire Issue - - 6,472,426.30 5,580,000.00 5.0547 1.8696% Proceeds used for accrued interest 0.00 Proceeds used for bond issuance costs (including underwriters' discount) 109,472.40 Proceeds used for credit enhancement 0.00 Proceeds allocated to reasonably required reserve or replacement fund 0.00 Proceeds used to refund prior tax-exempt bonds 6,430,993.75 Proceeds used to refund prior taxable bonds 0.00 Remaining WAM of prior tax-exempt bonds (years) 3.9880 Remaining WAM of prior taxable bonds (years) 0.0000 Last call date of refunded tax-exempt bonds 11/09/2021 2011 Form 8038 Statistics Proceeds used to currently refund prior issues 6,430,993.75 Proceeds used to advance refund prior issues 0.00 Remaining weighted average maturity of the bonds to be currently refunded 3.9880 Remaining weighted average maturity of the bonds to be advance refunded 0.0000 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 42 FORM 8038 STATISTICS Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Refunded Bonds Bond Component Date Principal Coupon Price Issue Price Colorado State Bank Loan, Series 2018: BOND 09/01/2022 794,247.00 4.650% 100.000 794,247.00 BOND 09/01/2023 830,227.00 4.650% 100.000 830,227.00 BOND 09/01/2024 867,836.00 4.650% 100.000 867,836.00 BOND 09/01/2025 907,149.00 4.650% 100.000 907,149.00 BOND 09/01/2026 948,243.00 4.650% 100.000 948,243.00 BOND 09/01/2027 991,198.00 4.650% 100.000 991,198.00 BOND 09/01/2028 1,036,100.00 4.650% 100.000 1,036,100.00 6,375,000.00 6,375,000.00 Remaining Last Weighted Call Issue Average Date Date Maturity Colorado State Bank Loan, Series 2018 11/09/2021 10/18/2018 3.9880 All Refunded Issues 11/09/2021 - 3.9880 Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 43 PROOF OF ARBITRAGE YIELD Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding Bonds, Series 2021 (Refunding 2018) Present Value to 11/09/2021 Date Debt Service @ 1.8696452718% 06/01/2022 134,526.39 133,128.97 12/01/2022 279,875.00 274,402.56 06/01/2023 116,675.00 113,334.16 12/01/2023 1,301,675.00 1,252,692.75 06/01/2024 92,975.00 88,647.64 12/01/2024 92,975.00 87,826.61 06/01/2025 92,975.00 87,013.19 12/01/2025 832,975.00 772,342.39 06/01/2026 78,175.00 71,813.28 12/01/2026 943,175.00 858,396.89 06/01/2027 60,875.00 54,890.07 12/01/2027 1,035,875.00 925,382.24 06/01/2028 41,375.00 36,619.36 12/01/2028 1,696,375.00 1,487,488.52 6,800,501.39 6,243,978.63 Proceeds Summary Delivery date 11/09/2021 Par Value 5,580,000.00 Premium (Discount) 892,426.30 Target for yield calculation 6,472,426.30 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 The undersigned, on behalf of Piper Sandler & Co. (“Piper”), hereby certifies as set forth below with respect to the sale and issuance of the above-captioned obligations (the “Bonds”). 1. Sale of the Bonds As of the date of this certificate, for each Maturity of the Bonds, the first price at which at least 10% of such Maturity was sold to the Public is the respective price listed in Schedule A. 2. Defined Terms. (a) Issuer means the Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge. (b) Maturity means Bonds with the same credit and payment terms. Bonds with different maturity dates, or Bonds with the same maturity date but different stated interest rates, are treated as separate maturities. (c) Public means any person (including an individual, trust, estate, partnership, association, company, or corporation) other than an Underwriter or a related party to an Underwriter. The term “related party” for purposes of this certificate generally means any two or more persons who have greater than 50 percent common ownership, directly or indirectly. (d) Underwriter means (i) any person that agrees pursuant to a written contract with the Issuer (or with the lead Underwriter to form an underwriting syndicate) to participate in the initial sale of the Bonds to the Public, and (ii) any person that agrees pursuant to a written contract directly or indirectly with a person described in clause (i) of this paragraph to participate in the initial sale of the Bonds to the Public (including a member of a selling group or a party to a retail distribution agreement participating in the initial sale of the Bonds to the Public). The representations set forth in this certificate are limited to factual matters only. Nothing in this certificate represents Piper’s interpretation of any laws, including specifically Sections 103 and 148 of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations thereunder. The undersigned understands that the foregoing information will be relied upon by the Issuer with respect to certain of the representations set forth in the Tax Compliance and No Arbitrage Certificate and with respect to compliance with the federal income tax rules affecting the Bonds, and by Butler Snow LLP in connection with rendering its opinion that the interest on the Bonds is excluded from gross income for federal income tax purposes, the preparation of the Internal Revenue Service Form 8038-G, and other federal income tax advice that it may give to the Issuer from time to time relating to the Bonds. A-1 SCHEDULE A SALE PRICES Maturity Date Amount Rate Yield Price Premium (-Discount) 12/01/2022 160,000 4.000% 0.360% 103.851 6,161.60 12/01/2023 1,185,000 4.000% 0.500% 107.167 84,928.95 12/01/2025 740,000 4.000% 0.750% 112.975 96,015.00 12/01/2026 865,000 4.000% 0.910% 115.249 131,903.85 12/01/2027 975,000 4.000% 1.140% 116.702 162,844.50 12/01/2028 1,900,000 5.000% 1.310% 124.808 471,352.00 12/01/2029 1,995,000 5.000% 1.490% 126.567 530,011.65 12/01/2030 2,165,000 5.000% 1.630% 128.280 612,262.00 12/01/2031 2,270,000 5.000% 1.700% 130.398 690,034.60 12/01/2032 2,455,000 4.000% 1.830% 119.856 487,464.80 12/01/2033 2,550,000 4.000% 1.880% 119.350 493,425.00 12/01/2034 2,925,000 4.000% 1.940% 118.745 548,291.25 12/01/2035 3,030,000 4.000% 1.960% 118.544 561,883.20 12/01/2036 3,240,000 4.000% 1.990% 118.244 591,105.60 12/01/2037 3,360,000 4.000% 2.020% 117.944 602,918.40 12/01/2038 3,580,000 4.000% 2.050% 117.645 631,691.00 12/01/2039 3,710,000 4.000% 2.080% 117.347 643,573.70 12/01/2040 5,000,000 4.000% 2.110% 117.050 852,500.00 42,105,000 8,198,367.10 1200 17th Street, Suite 1250, Denver, Colorado 802002 Tel: 303 405-0846 Tel: 866-382-6637 Fax: 303 405-0891 Piper Sandler & Co. Since 1895. Member SIPC and NYSE. Closing Memorandum Re: Wheat Ridge Urban Renewal Authority d.b.a. Renewal Wheat Ridge (in the City of Wheat Ridge Colorado) $42,105,000 Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kip- ling Corridors) Series 2021 Dated Date: November 9, 2021 From: Liam O’Connell, Analyst Piper Sandler & Co. Date: November 5, 2021 Closing Closing will occur on the morning of Tuesday, November 9, 2021 via conference call at 10:00 a.m. MDT. Dial-in instructions are shown below: Conference Call Time: 10:00 A.M. MT Dial-in: 888-212-4616 Conference ID: 976-213-7758 Funds Piper Sandler & Co. will initiate the following transactions: Transaction #1 – Project Fund to the Authority: Amount: $36,310,977.88 (Federal Funds) To: US Bank 950 17th Street Denver, CO 80138 ABA/Routing: 102000021 Credit Account Name: CSAFE Credit Account: 122705534339 OBI/Ref Name: Renewal Wheat Ridge – 2021 Bonds - Core OBI/Ref No: 84-1069249-02 Attention: Shannon Langford, 303-296-6340 Transaction #2 – Costs of Issuance, Capitalized Interest, and Reserve Fund to BOKF as Trus- tee (“BOKF”): Amount: $7,661,122.821 (Federal Funds) Bank Name: BOKF, NA One Williams Center Tulsa, OK, 74172 ABA #: 103-900-036 Account #: 6000-24-642 Account Name: Denver Corporate Trust Funds Attn: Keith Papantonio, 303-864-7236 For Further credit: Wheat Ridge URA Bond Proceeds 1 $7,661,122.82 is a sum of the Costs of issuance ($301,760.32), the Capitalized Interest ($3,148,862.50), and the Reserve Fund ($4,210,500.00). Transaction #3 – Payoff of 2018 Loan to BOKF as 2018 Lender: Amount: $ 5,804,953.901 (Federal Funds) To: BOK Financial One Williams Center Tulsa, OK, 74172 ABA #: 102000607 To Credit Acct Name: Commercial Loan To Credit Acct No.: 1140518-4130 Additional Ref: Wheat Ridge Urban Renewal Authority Loan Number: 421293 Attn: Kevin Shaw, 303-863-4439 (1) 2018 Lender (BOKF) to apply DSRF release ($626,039.85) to payoff of 2018 Loan The following is a summary of the sources of funds for the 2021 Bonds and how those funds will be applied: Sources of Funds: Series 2021 Par Amount of Bonds $42,105,000.00 Plus: Premium of Bonds 8,198,367.10 Plus: Existing Debt Service Reserve Fund 626,039.85 Less: Underwriter’s Discount (526,312.50) Total Sources of Funds $50,403,094.45 Distribution of Funds: To the Authority: Project Fund 36,310,977.88 Total to the Authority 36,310,977.88 To BOKF as 2018 Lender: 2018 Loan Payoff 6,430,993.75 To BOKF as Trustee: Capitalized Interest 3,148,862.50 Reserve Fund 4,210,500.00 Cost of Issuance (1) 301,760.32 Total to BOKF 14,092,116.57 Total Distribution of Funds $ 50,403,094.45 (1) See Exhibit A for a list of the costs of issuance. Please send all invoices to Keith Papantonio at (kpapantonio@bokf.com) with a copy to Steve Art (sart@ci.wheatridge.co.us). The final debt service schedule and pricing report for the 2021 Bonds are attached as Exhibits B and C. If you have any questions, please contact Liam O’Connell at (303) 405-0857. cc: Steve Art, Wheat Ridge Urban Renewal Authority Maria Harwood, Butler Snow Patrick Goff, Wheat Ridge Urban Renewal Authority Dan Hebble, Merit Financial Press Mark Colvin, Wheat Ridge Urban Renewal Authority Tim Kenworthy, Merit Financial Press Corey Hoffman, Hoffman, Parker, Wilson & Carberry Parker Schenken, Sherman & Howard Gerald Dahl, Murray, Dahl, Beery, Renaud LLP Nate Eckloff, Piper Sandler & Co. Dee Wisor, Butler Snow Marc Ragan, Piper Sandler & Co. Sally Tasker, Butler Snow Sarah Miles, Piper Sandler & Co. Dalton Kelley, Butler Snow UW Support, Piper Sandler & Co. Wheat Ridge Urban Renewal Authority (in the City of Wheat Ridge Colorado) $42,105,000 Tax Increment Revenue Refunding and Im-provement Bonds (I-70/Kipling Corridors) Series 2021 Dated: November 9, 2021 Costs of issuance to be paid by BOKF: Description Firm Total Bond/Disclosure Counsel Butler Snow $ 75,000.00 Rating Fee S&P Global Ratings 34,000.00 Registrar/ Paying Agent BOKF 3,500.00 Issuer’s Counsel HPWC Law 1,000.00 Cash Flow Consultant Causey Demgen & Moore 18,000.00 Market Study Arland/King & Associates 36,070.00 Feasibility Study Ricker Cunnigham 25,000.00 Printer Merit Financial Press 4,800.00 IPREO Access (estimated) IHS Markit 4,000.00 Closing Costs / Contingency1 Various (CUSIP, DTC, etc.) 100,390.32 Total $ 301,760.32 1 After Costs of Issuance have been paid, the remaining contingency amount shall, at the written direction of the Authority Representative, be transferred to the Interest Account of the Bond Fund or shall be remitted to the Author-ity to finance a portion of the costs of the 2021 Improvement Project. Exhibit A Nov 1, 2021 9:48 am Prepared by Piper Sandler & Co. (q:\...\quant\WheatRidgeURA:WHEATR-2021_R) Page 14 NET DEBT SERVICE Wheat Ridge Urban Renewal Authority Tax Increment Improvement and Refunding Bonds, Series 2021 REVISED - Final Numbers Period Total Capitalized Debt Service Net Ending Principal Interest Debt Service Interest Fund Reserve Fund Debt Service 12/01/2022 160,000 1,875,513.89 2,035,513.89 1,621,112.50 - 414,401.39 12/01/2023 1,185,000 1,761,100.00 2,946,100.00 1,527,750.00 - 1,418,350.00 12/01/2024 - 1,713,700.00 1,713,700.00 -- 1,713,700.00 12/01/2025 740,000 1,713,700.00 2,453,700.00 -- 2,453,700.00 12/01/2026 865,000 1,684,100.00 2,549,100.00 -- 2,549,100.00 12/01/2027 975,000 1,649,500.00 2,624,500.00 -- 2,624,500.00 12/01/2028 1,900,000 1,610,500.00 3,510,500.00 -- 3,510,500.00 12/01/2029 1,995,000 1,515,500.00 3,510,500.00 -- 3,510,500.00 12/01/2030 2,165,000 1,415,750.00 3,580,750.00 -- 3,580,750.00 12/01/2031 2,270,000 1,307,500.00 3,577,500.00 -- 3,577,500.00 12/01/2032 2,455,000 1,194,000.00 3,649,000.00 -- 3,649,000.00 12/01/2033 2,550,000 1,095,800.00 3,645,800.00 -- 3,645,800.00 12/01/2034 2,925,000 993,800.00 3,918,800.00 -- 3,918,800.00 12/01/2035 3,030,000 876,800.00 3,906,800.00 -- 3,906,800.00 12/01/2036 3,240,000 755,600.00 3,995,600.00 -- 3,995,600.00 12/01/2037 3,360,000 626,000.00 3,986,000.00 -- 3,986,000.00 12/01/2038 3,580,000 491,600.00 4,071,600.00 -- 4,071,600.00 12/01/2039 3,710,000 348,400.00 4,058,400.00 -- 4,058,400.00 12/01/2040 5,000,000 200,000.00 5,200,000.00 - 4,210,500 989,500.00 42,105,000 22,828,863.89 64,933,863.89 3,148,862.50 4,210,500 57,574,501.39 Exhibit B No v 1 , 2 0 2 1 9 : 4 8 a m P r e p a r e d b y P i p e r S a n d l e r & C o . (q : \ . . . \ wh e a t r i d g e u r a \ q u a n t \ w h e a t r i d g e u r a \ q u a n t \ Wh e a t R i d g e U R A : W H E A T R - 2021_R) Page 6 BO N D P R I C I N G Wh e a t R i d g e U r b a n R e n e w a l A u t h o r i t y Ta x I n c r e m e n t I m p r o v e m e n t a n d Re f u n d i n g B o n d s , S e r i e s 2 0 2 1 RE V I S E D - F i n a l N u m b e r s Ma t u r i t y Yi e l d t o C a l l C a l l C a l l D a t e C a l l P r i c e P r e m i u m Bo n d C o m p o n e n t Da t e Am o u n t R a t e Y i e l d P r i c e M a t u r i t y D a t e Pr i c e f o r A r b Y i e l d f o r A r b Y i e l d ( - D i s c o u n t ) Bo n d C o m p o n e n t : 12 / 0 1 / 2 0 2 2 16 0 , 0 0 0 4 . 0 0 0 % 0 . 3 6 0 % 10 3 . 8 5 1 - - - - - 6 , 1 6 1 . 6 0 12 / 0 1 / 2 0 2 3 1 , 1 8 5 , 0 0 0 4 . 0 0 0 % 0 . 50 0 % 1 0 7 . 1 6 7 - - - - - 8 4 , 9 2 8 . 9 5 12 / 0 1 / 2 0 2 5 74 0 , 0 0 0 4 . 0 0 0 % 0 . 7 5 0 % 11 2 . 9 7 5 - - - - - 9 6 , 0 1 5 . 0 0 12 / 0 1 / 2 0 2 6 86 5 , 0 0 0 4 . 0 0 0 % 0 . 9 1 0 % 11 5 . 2 4 9 - - - - - 1 3 1 , 9 0 3 . 8 5 12 / 0 1 / 2 0 2 7 97 5 , 0 0 0 4 . 0 0 0 % 1 . 1 4 0 % 11 6 . 7 0 2 - - - - - 1 6 2 , 8 4 4 . 5 0 12 / 0 1 / 2 0 2 8 1 , 9 0 0 , 0 0 0 5 . 0 0 0 % 1 . 31 0 % 1 2 4 . 8 0 8 - - - - - 4 7 1 , 3 5 2 . 0 0 12 / 0 1 / 2 0 2 9 1 , 9 9 5 , 0 0 0 5 . 0 0 0 % 1 . 49 0 % 1 2 6 . 5 6 7 - - - - - 5 3 0 , 0 1 1 . 6 5 12 / 0 1 / 2 0 3 0 2 , 1 6 5 , 0 0 0 5 . 0 0 0 % 1 . 63 0 % 1 2 8 . 2 8 0 - - - - - 6 1 2 , 2 6 2 . 0 0 12 / 0 1 / 2 0 3 1 2 , 2 7 0 , 0 0 0 5 . 0 0 0 % 1 . 70 0 % 1 3 0 . 3 9 8 - - - - - 6 9 0 , 0 3 4 . 6 0 12 / 0 1 / 2 0 3 2 2 , 4 5 5 , 0 0 0 4 . 0 0 0 % 1 . 8 3 0 % 11 9 . 8 5 6 C 1 . 9 9 1 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 4 8 7 , 4 6 4 . 8 0 12 / 0 1 / 2 0 3 3 2 , 5 5 0 , 0 0 0 4 . 0 0 0 % 1 . 8 8 0 % 11 9 . 3 5 0 C 2 . 1 6 8 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 4 9 3 , 4 2 5 . 0 0 12 / 0 1 / 2 0 3 4 2 , 9 2 5 , 0 0 0 4 . 0 0 0 % 1 . 9 4 0 % 11 8 . 7 4 5 C 2 . 3 2 7 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 5 4 8 , 2 9 1 . 2 5 12 / 0 1 / 2 0 3 5 3 , 0 3 0 , 0 0 0 4 . 0 0 0 % 1 . 9 6 0 % 11 8 . 5 4 4 C 2 . 4 3 5 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 5 6 1 , 8 8 3 . 2 0 12 / 0 1 / 2 0 3 6 3 , 2 4 0 , 0 0 0 4 . 0 0 0 % 1 . 9 9 0 % 11 8 . 2 4 4 C 2 . 5 3 5 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 5 9 1 , 1 0 5 . 6 0 12 / 0 1 / 2 0 3 7 3 , 3 6 0 , 0 0 0 4 . 0 0 0 % 2 . 0 2 0 % 11 7 . 9 4 4 C 2 . 6 2 4 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 6 0 2 , 9 1 8 . 4 0 12 / 0 1 / 2 0 3 8 3 , 5 8 0 , 0 0 0 4 . 0 0 0 % 2 . 0 5 0 % 11 7 . 6 4 5 C 2 . 7 0 2 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 6 3 1 , 6 9 1 . 0 0 12 / 0 1 / 2 0 3 9 3 , 7 1 0 , 0 0 0 4 . 0 0 0 % 2 . 0 8 0 % 11 7 . 3 4 7 C 2 . 7 7 2 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 6 4 3 , 5 7 3 . 7 0 12 / 0 1 / 2 0 4 0 5 , 0 0 0 , 0 0 0 4 . 0 0 0 % 2 . 1 1 0 % 11 7 . 0 5 0 C 2 . 8 3 6 % 1 2 / 0 1 / 2 0 3 1 1 0 0 . 00 0 1 2 / 0 1 / 2 0 3 1 100.000 8 5 2 , 5 0 0 . 0 0 42 , 1 0 5 , 0 0 0 8,198,367.10 Da t e d D a t e 11 / 0 9 / 2 0 2 1 De l i v e r y D a t e 11 / 0 9 / 2 0 2 1 Fi r s t C o u p o n 06 / 0 1 / 2 0 2 2 Pa r A m o u n t 42 , 1 0 5 , 0 0 0 . 0 0 Pr e m i u m 8, 1 9 8 , 3 6 7 . 1 0 Pr o d u c t i o n 50 , 3 0 3 , 3 6 7 . 1 0 1 1 9 . 4 7 1 2 4 4 % Un d e r w r i t e r ' s D i s c o un t (5 2 6 , 3 1 2 . 5 0 ) ( 1 . 2 5 0 0 0 0 % ) Pu r c h a s e P r i c e 4 9 , 7 7 7 , 0 5 4 . 6 0 1 1 8 . 2 2 1 2 4 4 % Ac c r u e d I n t e r e s t - Ne t P r o c e e d s 49 , 7 7 7 , 0 5 4 . 6 0 Exhibit C CERTIFICATE OF TRUSTEE IT IS FIEREBY CERTIFIED by the undersigned, on behalf and in the name of BOKF, NA, in its capacity of Trustee (the “Trustee”) under the Indenture (hereinafter defined): 1. Attached hereto as Exhibit A is a true and correct copy of the Certificate of Existence and a Certificate of the Comptroller of the Currency granting the Trustee the right to exercise trust powers, which authorization has not been revoked or amended in any manner and is in full force and effect on the date hereof. 2. The Trustee has full power and authority under the laws of the State of Colorado and the United States of America to act as Trustee, and has accepted and does hereby accept the duties of Trustee pursuant to the Indenture of Trust, dated November 9, 2021 (the “Indenture”) between the Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Authority”) and the Trustee, pursuant to which the Authority will issue its Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 (the “Series 2021 Bonds”) in the aggregate principal amount of $42,105,000 (the “Series 2021 Bonds”). 3. The undersigned is an officer of the Trustee, and is duly authorized to execute this Certificate on behalf of the Trustee. 4. The Indenture has been duly authorized, executed, and delivered by the Trustee and constitutes a valid and binding obligation of the Trustee enforceable in accordance with its terms. 5. Series 2021 Bonds in the aggregate principal amount of $42,105,000, maturing and bearing interest as provided in the Indenture have been duly completed in all respects and have been duly and manually authenticated by an authorized officer of the Trustee. After such authentication such Series 2021 Bonds were held in our custody until the date hereof and were released by us to The Depository Trust Company on behalf of and pursuant to written instructions of Piper Sandler & Co, as the underwriter of the Series 2021 Bonds, and on direction of the Authority. DATED this November 9, 2021. BOKF, N.A., as Trusi :e 61533147.v4 EXHIBIT A (Attach Certificate of the Comptroller of the Currency) Comptroller of the Currency Administrator of National Banks Washington, DC 20219 CERTIFICATE OF CORPORATE EXISTENCE AND FIDUCIARY POWERS I, John Walsh. Acting Comptroller of the Currency, do hereby certify that: 1. The Comptroller of the Currency, pursuant to Revised Statutes 324, et seq., as amended, 12 IJ.S.C. 1. et seq., as amended, has possession, custody and control of all records pertaining to the chartering, regulation and supervision of all National Banking Associations. 2. "Bokf, National Association,” Tulsa, Oklahoma, (Charter No. 13679), is a National Banking Association formed under the laws of the United States and is authorized thereunder to transact the business of banking and exercise Fiduciary Powers on the date of this Certificate. IN TESTIMONY WHERE OF, I have hereunto subscribed my name and caused my seal of office to be affixed to these presents at the Treasury Department, in the City of Washington and District of Columbia, this March 2,2011. Acting Comptroller of the Currency Comptroller of the Currency Administrator of National Banks Southern District Licensing 500 North Akard, Suite 1600 Dallas, Texas 75201-3323 December 15,2010 Tamara Wagman Frederic Dorwart Lawyers Old City Hall __________________________ 1"24 East Fourth Street Tulsa, Oklahoma 74103-5010 Re: Reorganization of Bank of Oklahoma, NA, Tulsa, Oklahoma; (CAIS #2010-SO-02~0021) Dear Ms. Wagman: This letter is the official certification of the Comptroller of the Currency (OCC) to merge Bank of Albuquerque, National Association, Albuquerque, New Mexico; Bank of Arizona, National Association, Phoenix, Arizona; Bank of Arkansas, National Association, Fayetteville, Arkansas; Bank of Kansas City, National Association, Overland Park, Kansas; Bank of Texas, National Association, Dallas, Texas and Colorado State Bank and Trust, National Association, Denver, Colorado with and into Bank of Oklahoma, National Association, Tulsa, Oklahoma effective as of January 1,2011. The resulting bank title is BOKF, National Association, charter number 13679. This is also the official authorization given to BOKF, National Association to operate the branches of the target institutions and the main office of the target institutions as branches, A listing of each newly authorized branch and its assigned OCC branch number is attached. Branches of a national bank target are not listed since they are automatically carried over to the resulting bank and retain their current OCC branch numbers. If the combination does not occur as represented in your letter of December 8, 2010, this certification must be returned to the OCC. Sincerely, Brenda E. McNeese NBE/Senior Licensing Analyst Enclosure cc: Stephen Howell, EIC Branch Listing Branch Number 149363A 149364A 149365A 149366A 149367A 149368A Branch Name Bank of Albuquerque, NA Bank of Arizona, NA Bank of Arkansas, NA Bank of Kansas City, NA Bank of Texas, NA Colorado State Bank and Trust, NA Branch Location 201 Third Street, N.W., Albuquerque, NM 5050 N. 44th Street, Phoenix, AZ 3500 N. College, Fayetteville, AR 7500 College Blvd., Overland Park, KS 7600 W. NW Highway, Dallas, TX 1600 Broadway, Denver, CO T 720.330.2300 F 720.330.2301 www.butlersnow.com Suite 5100 1801 California Street Denver, Colorado 80202 BUTLER SNOW LLP November 9, 2021 Wheat Ridge Urban Renewal Authority 7500 West 29th Avenue Wheat Ridge, Colorado 80033 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 Ladies and Gentlemen: We have acted as bond counsel to the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), in connection with its issuance of the above-captioned bonds (the “Bonds”) pursuant to an authorizing resolution of the Board of Commissioners of the Authority adopted on June 15, 2021 (the “Resolution”), and an Indenture of Trust dated as of November 9, 2021 (the “Indenture”), between the Authority and BOKF, N.A., as trustee (the “Trustee”). In such capacity, we have examined the Authority’s certified proceedings, the Resolution, the Indenture and such other documents and such law of the State of Colorado and of the United States of America as we have deemed necessary to render this opinion letter. Capitalized terms not used otherwise defined herein shall have the meanings ascribed to them in the Indenture. Regarding questions of fact material to our opinions, we have relied upon the Authority’s certified proceedings and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. Based upon such examination, it is our opinion as bond counsel that: 1. The Bonds are valid and binding special, limited obligations of the Authority payable solely from the Pledged Revenues and other moneys legally available from the Trust Estate, including the funds and accounts pledged therefor under the Indenture. 2. The Indenture has been duly authorized by the Authority, duly executed and delivered by authorized officials of the Authority, and, assuming due authorization, execution and delivery by the Trustee, constitutes a valid and binding obligation of the Authority. 3. The Indenture creates a valid lien on the Pledged Revenues pledged therein for the security of the Bonds on a parity with Additional Bonds (if any) to be issued. Except as described in this paragraph, we express no opinion regarding the priority of the lien on the Pledged Revenues or on funds and accounts created by the Indenture. Wheat Ridge Urban Renewal Authority November 9, 2021 Page 2 4. Interest on the Bonds is excludable from gross income under federal income tax laws pursuant to Section 103 of the Internal Revenue Code of 1986, as amended to the date hereof (the “Tax Code”), and interest on the Bonds is excludable from alternative minimum taxable income as defined in Section 55(b)(2) of the Tax Code. The opinions expressed in this paragraph assume continuous compliance with the covenants and representations contained in the Authority’s certified proceedings and in certain other documents and certain other certifications furnished to us. 5. Under the laws of the State of Colorado in effect as of the date hereof, the Bonds, together with interest thereon and income therefrom, are exempt from all taxes by the State of Colorado. The opinions expressed in this opinion letter are subject to the following: The rights of the owners of the Bonds and the enforceability of the Bonds and the Indenture are limited by bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors’ rights generally, and by equitable principles, whether considered at law or in equity. In this opinion letter issued in our capacity as bond counsel, we are opining only upon those matters set forth herein, and we are not passing upon the accuracy, adequacy or completeness of the Official Statement related to the Bonds or any other statements made in connection with any offer or sale of the Bonds or upon any federal or state tax consequences arising from the receipt or accrual of interest on or the ownership or disposition of the Bonds, except those specifically addressed herein. This opinion letter is issued as of the date hereof and we assume no obligation to revise or supplement this opinion letter to reflect any facts or circumstances that may hereafter come to our attention or any changes in law that may hereafter occur. Respectfully submitted, BUTLER SNOW LLP T 720.330.2300 F 720.330.2301 www.butlersnow.com Suite 5100 1801 California Street Denver, Colorado 80202 BUTLER SNOW LLP November 9, 2021 Piper Sandler & Co. 1200 17th Street, Suite 1250 Denver, Colorado 80202 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 Ladies and Gentlemen: We have acted as bond counsel to the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), in connection with its issuance of the above- captioned bonds (the “Bonds”) and have today delivered to you a copy of our executed approving opinion dated the date hereof addressed to the Authority. You are hereby authorized to rely on the legal conclusions expressed in the opinion in your capacity as underwriter of the Bonds (the “Underwriter”). We assume no obligation to advise the Underwriter of any changes in the above-described opinion subsequent to the delivery hereof. This letter is furnished to you pursuant to Section 7(h)(8) of the Bond Purchase Agreement dated October 27, 2021, between the Authority and the Underwriter, is solely for your information and benefit in connection with the initial offering and sale of the Bonds, and may not be relied upon by you for any other purpose or relied upon by any other party without the prior written consent of this firm. In connection with the issuance of the Bonds, we have represented the Authority, which is our sole client in this transaction. Delivery of this letter to you does not establish an attorney-client relationship between the Underwriter and this firm. In connection with the Bonds, you have been represented by Sherman & Howard, L.L.C. Very truly yours, BUTLER SNOW LLP T 720.330.2300 F 720.330.2301 www.butlersnow.com Suite 5100 1801 California Street Denver, Colorado 80202 BUTLER SNOW LLP November 9, 2021 BOKF, N.A. as Trustee 1600 Broadway, 4th Floor Denver, Colorado 80202 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021 Ladies and Gentlemen: We have acted as bond counsel to the Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Authority”), in connection with its issuance of the above- captioned bonds (the “Bonds”) and have today delivered to you a copy of our executed approving opinion dated the date hereof addressed to the Authority. You are hereby authorized to rely on the legal conclusions expressed in numbered paragraph 2 of the opinion relating to the Indenture (as defined therein) in your capacity as the trustee under the Indenture (the “Trustee”). We assume no obligation to advise the Trustee of any changes in the above- described paragraph number 2 of the opinion subsequent to the delivery hereof. This letter is furnished to you solely for your information and benefit in connection with the initial offering and sale of the Bonds and may not be relied upon by you for any other purpose or relied upon by any other party without the prior written consent of this firm. In connection with the issuance of the Bonds, we have represented the Authority, which is our sole client in this transaction. Delivery of this letter to you does not establish an attorney-client relationship between the Trustee and this firm. Very truly yours, BUTLER SNOW LLP T 720.330.2300 F 720.330.2301 www.butlersnow.com Suite 5100 1801 California Street Denver, Colorado 80202 BUTLER SNOW LLP November 9, 2021 Piper Sandler & Co. 1200 17th Street, Suite 1250 Denver, Colorado 80202 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 Ladies and Gentlemen: This opinion letter is delivered in our capacity as bond counsel to the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), in connection with its issuance of the above-captioned bonds (the “Bonds”), pursuant to Section 7(h)(9) of the Bond Purchase Agreement dated October 27, 2021 (the “Bond Purchase Agreement”) between the Authority and Piper Sandler & Co., as the underwriter of the Bonds (the “Underwriter”). Capitalized terms not otherwise defined herein shall have the same meanings assigned to them in the Bond Purchase Agreement. In our capacity as bond counsel, we have reviewed the certified proceedings of the Authority relating to the issuance of the Bonds, the Indenture of Trust between the Authority and BOKF,N.A., as trustee (the “Indenture”) and certain portions of the Official Statement dated October 27, 2021 used in connection with the initial offer and sale of the Bonds (the “Official Statement”), and we have examined such law and such other documents, records, and instruments as we deemed relevant and necessary as a basis for this opinion letter. Regarding questions of fact material to our opinions, we have relied upon the Authority’s certified proceedings and other representations and certifications of public officials and others furnished to us without undertaking to verify the same by independent investigation. On the basis of the foregoing examination, it is our opinion as bond counsel that: 1. The Bonds are exempt securities within the meaning of Section 3(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”). In connection with the initial offer and sale of the Bonds to the public, it is not necessary to register the Bonds under the Securities Act. We expressly disclaim any responsibility for rendering an opinion on any security other than the Bonds. 2. The Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. Piper Sandler & Co. November 9, 2021 Page 2 In addition to the foregoing opinions, we state: The statements contained in the Official Statement under the captions “THE BONDS” and “SECURITY FOR THE BONDS” (except the information concerning The Depository Trust Company and its procedures provided by DTC, as to which we express no view and excluding statements contained under any other caption to which reference is made under the foregoing captions, as to which we express no view), insofar as such statements purport to summarize certain provisions of the Bonds and the Indenture, present accurate summaries of such provisions. The information contained in the italicized first paragraph on the cover page of the Official Statement and under the caption therein entitled “TAX MATTERS” present accurate summaries of the matters discussed therein. We are passing only upon those matters set forth herein and are not passing upon the accuracy, adequacy, or completeness of any statement made in connection with any offer or sale of the Bonds, except as specifically addressed above. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. No attorney- client relationship has existed or exists between us and anyone other than the Authority in connection with the issuance of the Bonds by virtue of this opinion letter. In connection with the Bonds, the Underwriter has been represented by independent counsel, Sherman & Howard L.L.C. This opinion letter is delivered to you solely for your information and benefit in connection with the initial offering and sale of the Bonds and may not be relied upon by you for any other purpose or relied upon by any other party without the prior written consent of this firm. Very truly yours, Butler Snow LLP Butler Snow November 9, 2021 Wheat Ridge Urban Renewal Authority 7500 West 29th Avenue Wheat Ridge, Colorado 80033 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 Ladies and Gentlemen: We have acted as special counsel to the Wheat Ridge Urban Renewal Authority (the “Authority”), in connection with the issuance of its Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors), Series 2021, in the aggregate principal amount of $42,105,000 (the “Bonds”), as described in the Official Statement dated October 27, 2021 (the “Official Statement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Official Statement. The scope of our engagement has been limited as described in this letter. In the course of our engagement, we have examined such law as we deemed relevant and necessary as a basis for this letter and originals or copies, certified or otherwise identified to our satisfaction, of records, documents, certificates and opinions relating to the Bonds or to the transactions contemplated by the Official Statement. Although we have made such inquiries as we deemed appropriate, we did not independently investigate or verify factual or other matters, including the organization, existence, good standing, assets, business or affairs, or other representations or information furnished to us by the Authority, the City of Wheat Ridge, Colorado (the “City”) or by others in connection with the preparation of the Official Statement. We are not expressing any opinion or view on, and are assuming and relying on, the validity, accuracy and sufficiency of such records, documents, certificates and opinions, including the accuracy of all factual matters represented and legal conclusions contained therein. Pursuant to federal securities laws, the Authority, acting through its Board of Commissioners, is responsible for the statements contained in the Official Statement. In our capacity as special counsel, we have rendered advice to the Authority on the applicable legal standards to be used in meeting the Authority’s disclosure responsibilities. Nevertheless, the T 720.330.2300 F 720.330.2301 www. butlersnow. com 1801 California Street Suite 5100 Denver, CO 80202 Butler Snow LLP Wheat Ridge Urban Renewal Authority Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 -$42,105,000 November 9, 2021 Page 2 limitations inherent in the role of outside counsel are such that we cannot and do not assume responsibility for or pass on the accuracy, completeness and fairness of statements made in the Official Statement. We have assisted the Authority in the preparation of the Official Statement and have reviewed the contents of those documents. In the course of such assistance, we have participated in conferences or consulted with officials and representatives of: the Authority and the City; Murray Dahl Beery & Renaud LLP, the City Attorney; Hoffmann, Parker, Wilson & Barberry, P.C., General Counsel to the Authority; representatives of ArLand Land Use Economics and King & Associates Inc., the preparers of the Authority’s Market Study; representatives of Causey Demgen & Moore P.C., the preparer of the Authority’s Financial Forecast; representatives of Piper Sandler & Co., acting as the Underwriter (the “Underwriter”), and Sherman & Howard L.L.C., acting as Underwriter’s Counsel. Based upon our participation in the above-mentioned conferences and such consultations and subject to the foregoing, we state that, as of the date of the Official Statement and as of the date hereof no information came to the attention of the attorneys in our firm rendering legal services in connection with such assistance which leads us to believe that the Official Statement (except for any financial statements, demographic, economic, engineering, financial or statistical data, the Market Study contained in Appendix F, the Financial Forecast contained in Appendix G, and any statements of trends, forecasts, estimates, projections, assumptions, or any expressions of opinion and information concerning The Depository Trust Company and its procedures contained in the Official Statement and its appendices, as to which we express no view) contained or contains any untrue statement of a material fact or omitted or omits any material fact required to be stated therein or necessary to make the statements in the Official Statement, in light of the circumstances under which they were made, not misleading. We assume no obligation to advise the Authority of any changes in the foregoing subsequent to the delivery of this letter. This letter is furnished to you solely for your information and benefit in connection with the initial offering and sale of the Bonds and may not be relied upon by you for any other purpose or relied upon by any other party without the prior written consent of this firm. Very truly yours, i~lP BUTLER SNOW LLP Butler Snow November 9, 2021 Piper Sandler & Co., as Underwriter 1200 17th Street, Suite 1250 Denver, Colorado 80202 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding Bonds (I-70/Kipling Corridors), Series 2021 Ladies and Gentlemen: We have acted as special counsel to the Wheat Ridge Urban Renewal Authority (the “Authority”), in connection with the issuance of the above-captioned bonds (the “Bonds”) as described in the Official Statement dated October 27, 2021 (the “Official Statement”), and have today delivered to you a copy of our executed letter dated the date hereof addressed to the Authority concerning the Official Statement (the “Letter”). As the Underwriter of the Bonds (the “Underwriter”), you are hereby authorized to rely on the statements contained in the Letter, subject to the condition that by acceptance of this reliance letter, you recognize and acknowledge that: (i) our sole client in connection with the Bonds has been the Authority and no attorney-client relationship exists between this firm and the Underwriter by virtue of the provision of this reliance letter; (ii) the scope of those activities performed by us on behalf of the Authority were inherently limited and may not encompass all activities that an underwriter would undertake in order to establish a “due diligence” defense under the securities laws; and (iii) in providing this reliance letter to the Underwriter, this firm neither undertook any duties or responsibilities nor conducted any activities in addition to those undertaken or conducted for purposes of rendering the Letter to the Authority, as described therein, and, therefore, the Letter may not be suitable or sufficient for or appropriate to your purpose. In connection with the Bonds, you have been represented by independent counsel, Sherman & Howard L.L.C. T 720.330.2300 F 720.330.2301 www. butlersnow. com 1801 California Street Suite 5100 Denver, CO 80202 Butler Snow LLP Piper Sandler & Co., as Underwriter November 9. 2021 Page 2 We assume no obligation to advise the Underwriter of any changes in the Letter. This reliance letter is furnished to you at your request, is solely for your information and benefit in connection with the initial offering and sale of the Bonds and may not be relied upon by you for any other purpose or relied upon by any other party without the prior written consent of this firm. Respectfully submitted, BUTLER SNOW LLP 54010103.2 633 Seventeenth Street, Suite 3000, Denver, CO 80202-3622 Telephone: 303.297.2900 Fax: 303.298.0940 www.shermanhoward.com November 9, 2021 Piper Sandler & Co. 1200 17th Street, Suite 1250 Denver, CO 80202 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70/Kipling Corridors) Series 2021 Ladies and Gentlemen: We have acted as underwriter’s counsel to Piper Sandler & Co. (the “Underwriter”) in connection with your purchase on this date of the above-captioned bonds (the “Bonds”) pursuant to a Bond Purchase Agreement dated October 27, 2021, between Wheat Ridge Urban Renewal Authority d/b/a Renewal Wheat Ridge (the “Issuer”) and you (the “Agreement”). Capitalized terms not otherwise defined herein shall have the meanings assigned to them in the Agreement. The scope of our engagement has been limited as described in this letter. In our capacity as underwriter’s counsel, we have provided legal advice to the Underwriter in performing its due diligence investigation about the Issuer, the security for the Bonds, and in satisfying its obligations with respect to the continuing disclosure provisions of Rule 15c2-12 promulgated by the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. In the course of our engagement, we have examined such law and such certified proceedings, certifications and other documents relating to the Bonds or to the transactions contemplated by the Preliminary Official Statement relating to the Bonds, dated October 20, 2021 (the “Preliminary Official Statement”) and the Official Statement relating to the Bonds, dated October 27, 2021 (the “Official Statement”), as we have deemed relevant and necessary as a basis for this letter and have relied on the statements of fact contained therein and such opinions without independently verifying the truth or accuracy of such statements and opinions. We have participated in conferences, in which the preparation and contents of the Preliminary Official Statement and the Official Statement and other matters were discussed. Pursuant to federal securities laws, the Issuer, acting through its Board of Directors, is responsible for the statements contained in the Preliminary Official Statement and Piper Sandler & Co. November 9, 2021 Page 2 54010103.2 the Official Statement. Consequently, we cannot and do not assume responsibility for or pass upon the accuracy, completeness, and fairness of such statements. Subject to the foregoing and on the basis of the information we gained in the course of performing the services referred to above, we confirm to you that no facts have come to the attention of the attorneys in our firm rendering legal services in connection with this matter that cause them to believe that the Preliminary Official Statement as of its date, or the Official Statement as of its date or as of the date hereof contained or contains any untrue statement of a material fact or omitted or omits to state any material fact necessary to make the statements made therein, in light of the circumstances under which they were made, not misleading; provided, however, we do not assume responsibility for the accuracy, completeness or fairness of the statements contained in the Preliminary Official Statement or the Official Statement, nor do we express any belief with respect to any financial and statistical data and forecasts, projections, estimates, assumptions and expressions of opinion, any information concerning the report of Arland LLC and King & Associates contained in Appendix F thereto and the report of Causey Demgen & Moore P.C. contained in Appendix G thereto, and information concerning The Depository Trust Company and the book-entry system for the Bonds contained or incorporated by reference in the Preliminary Official Statement and the Official Statement and their Appendices, which we expressly exclude from the scope of this paragraph. In addition to the foregoing, we are of the opinion that the Bonds are exempt from the registration requirements of the Securities Act of 1933, as amended. We expressly disclaim any responsibility for rendering an opinion on any security other than the Bonds. It is further our opinion that the Indenture is exempt from qualification under the Trust Indenture Act of 1939, as amended. We are also of the opinion that the Continuing Disclosure Certificate contains the elements required by paragraph (b)(5) of Rule 15c2-12 of the Securities Exchange Act of 1934, as amended, in effect as of the date hereof. This letter is provided as of the date hereof and we assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this letter. This letter is prepared solely for your use in connection with the Underwriter’s initial purchase of the Bonds pursuant to the Agreement and may not be relied upon by you for any other purpose or relied upon by any other party without the prior written consent of this firm. Very truly yours, 11/1/2021 C:\USERS\CYH\APPDATA\LOCAL\TEMP\SCRUB\ZP04SEL5\AZJMDYB3.DOCX 62010550.v1 Corey Y. Hoffmann Kendra L. Carberry Jefferson H. Parker M. Patrick Wilson Of Counsel J. Matthew Mire Hilary M. Graham Kathryn M. Sellars Denver Office 511 16th Street, Suite 610 Denver, CO 80202-4260 (303) 825-6444 Vail Office P.O. Box 2616 Vail, CO 81658 (970) 390-4941 Daniel P. Harvey Ruthanne H. Goff Evin B. King Katharine J. Vera Elizabeth G. LeBuhn Austin P. Flanagan November 9, 2021 Wheat Ridge Urban Renewal Authority 7500 West 29th Avenue Wheat Ridge, CO 80033 Piper Sandler & Co. 1200 17th Street, Suite 1250 Denver, Colorado 80202 $42,105,000 Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge Tax Increment Revenue Refunding and Improvement Bonds (I-70 Kipling Corridors), Series 2021 Ladies and Gentlemen: We are general counsel to the Wheat Ridge Urban Renewal Authority d/b/a/ Renewal Wheat Ridge (the “Authority”), located in the City of Wheat Ridge, Colorado (the “City”) and have represented the Authority in connection with its issuance of the above-captioned bonds (the “Bonds”) pursuant to an authorizing resolution of the Board of Commissioners of the Authority adopted on June 15, 2021 (the “Resolution”), and an Indenture of Trust dated as of November 9, 2021 (the “Indenture”), between the Authority and BOKF, N.A., as trustee. This opinion is issued pursuant to Section 7(h)(12) of the Bond Purchase Agreement between the Authority and Piper Sandler & Co., as the underwriter of the Bonds (the “Underwriter”). Capitalized terms not otherwise defined herein shall have the same meanings assigned to them in the Indenture. In our capacity as general counsel to the Authority, we are familiar with the documents and instruments relating to the organization of the Authority and have also reviewed the following: (i) Resolution; November 9, 2021 Page 2 11/1/21 C:\USERS\CYH\APPDATA\LOCAL\TEMP\SCRUB\ZP04SEL5\AZJMDYB3.DOCX 62010550.v1 (ii)the Sale Certificate dated as of October 27, 2021 executed by the Authority; (iii)the Indenture; (iv)the Bond Purchase Agreement; (v)the Continuing Disclosure Certificate dated as of the date hereof and relating to the Bonds; (vi) the Cooperation Agreement dated as June 14, 2021 between the City and the Authority; (vii) the Official Statement dated October 27, 2021 used in connection with the initial offer and sale of the Bonds (the “Official Statement”); (viii)the Urban Renewal Plan, as amended; and (ix)any other document or instrument required or stated to be delivered under the documents listed above to which the Authority is a party. Collectively, items (i) through (vi) are referred to herein as the “Authority Documents.” On the basis of such examination and the examination of such other documents, records, proceedings and law as we have deemed reasonable and necessary, it is our opinion as general counsel to the Authority that: 1.The Authority is a body corporate and politic, duly organized and validly existing as an urban renewal authority under the Colorado Urban Renewal Law, constituting part 1 of article 25 of title 31, Colorado Revised Statutes (the “Act”) with the requisite corporate power and legal authority to issue the Bonds and to execute, deliver and perform its obligations under the Authority Documents and to consummate the transactions contemplated thereby. The Authority is not required by law to further amend its governing documents, including the Urban Renewal Plan to effectuate the issuance of the Bonds or the execution and performance of its obligations pursuant to the Bonds and the Authority Documents. 2.The Resolution was duly adopted at a meeting of the Board of Commissioners of the Authority, which was called and held pursuant to law and with all public notice required by law and at which a quorum was present and acting throughout, and the Resolution is in full force and effect on the date hereof and has not been modified, amended or rescinded. The issuance of the Bonds and the execution, delivery and due performance of the Authority Documents have been duly authorized by all necessary action on the part of the Authority. November 9, 2021 Page 3 11/1/21 C:\USERS\CYH\APPDATA\LOCAL\TEMP\SCRUB\ZP04SEL5\AZJMDYB3.DOCX 62010550.v1 3.The Authority Documents have been duly executed and delivered by authorized officials of the Authority and, assuming due authorization, execution and delivery by the other parties thereto, constitute the legal, valid and binding obligations of the Authority, enforceable against the Authority in accordance with their respective terms. Such opinion is limited by the effect of any applicable bankruptcy, insolvency, moratorium or other laws affecting creditors’ rights generally or by the application of equitable principles, whether in a proceeding at law or in equity. 4.The Urban Renewal Plan, as amended, has been validly approved by the City. 5.The issuance of the Bonds and the transactions contemplated by the Authority Documents are in accordance with Colorado law, the Act and the provisions of the Urban Renewal Plan, as amended. 6. Except as disclosed in the Official Statement, there is no pending action, suit, proceeding or investigation at law or in equity before or by any court, public board or body to which the Authority is a party or, to the best of our knowledge, threatened against the Authority wherein an unfavorable decision, finding or ruling would materially adversely affect the right of the Authority to adopt the Resolution, to issue the Bonds or to execute and deliver the Authority Documents, or to comply with its respective obligations thereunder. 7. The adoption of the Resolution, the issuance of the Bonds and the execution and delivery of the Authority Documents, the fulfillment of or compliance with the terms and conditions thereof and the performance of the obligations of the Authority thereunder do not conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is bound, or constitute a default under any of the foregoing and do not conflict with or constitute a violation of any order, rule, regulation, decree or ordinance of any court, government or governmental authority having jurisdiction over the Authority or its property and which conflict or violation will have a material adverse effect on the Authority. 8. No authorization, approval, consent, license or order of, or filing or registration with, the State of Colorado or any other governmental authority or agency within the State of Colorado or any trustee or holder of any indebtedness of the Authority is required for the valid issuance of the Bonds or the execution and delivery of the Authority Documents or the performance by the Authority of its respective obligations thereunder. In addition to the foregoing opinions, we state: We have assisted the Authority in the preparation of the Official Statement and have reviewed its contents. In the course of such assistance, we have participated in conferences or consulted with officials and representatives of the Authority, the City and representatives of the Underwriter. Based upon our participation in the above-mentioned conferences and such November 9, 2021 Page 4 11/1/21 C:\USERS\CYH\APPDATA\LOCAL\TEMP\SCRUB\ZP04SEL5\AZJMDYB3.DOCX 62010550.v1 consultations (which did not extend beyond the date of the Official Statement) and subject to the foregoing, we state that, as of the date of the Official Statement, no information came to the attention of the attorneys in our firm rendering legal services in connection with such assistance which leads us to believe that the statements contained in the Official Statement under the captions “INTRODUCTION – The Authority and the Project Area;” “THE AUTHORITY;” and “LEGAL MATTERS – Litigation” (but excluding financial information, statistical data, projections, monetary data and forecasts and other financial information contained therein, and excluding statements contained under any other caption to which reference is made under the foregoing captions, as to which we express no view) contained any untrue statement of a material fact or omitted to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. We are passing only upon those matters set forth herein. We assume no obligation to advise you of any changes in the foregoing subsequent to the delivery of this opinion letter. No attorney- client relationship has existed or exists between us and anyone other than the Authority in connection with the transactions contemplated by the Authority Documents by virtue of this opinion letter. This opinion letter is delivered to the Underwriter solely for your information and benefit in connection with the initial offering and sale of the Bonds and may not be relied upon by the Underwriter for any other purpose or relied upon by any other party without our prior written consent. Very truly yours, HOFFMANN, PARKER, WILSON & CARBERRY, P.C. By: Corey Y. Hoffmann cyhoffmann@hpwclaw.com