2. DENVER UNION STATION  $500M Public Transportation Infrastructure Project with 5 Public/Private Partners, and 9 financing Sources

5.  Purpose: To provide a flavor of the complexities involved in a multi-party, multi-jurisdictional redevelopment transaction  Focus: A look at the project itself, its financing sources, its debt structure and the hurdles it has overcome  Acknowledgements: The 4 partner agencies and the private partner who, together with their own teams, managed to complete the financing of this project and head into the home stretch with the construction

6.  Regional Transportation District (RTD)  City and County of Denver (CCD)  Denver Regional Council of Governments (DRCOG)  Colorado Department of Transportation (CDOT)  Union Station Neighborhood Company (USNC)

7. RTD ACQUIRES DUS SITE 2001 MASTER PLANNING 2002-4 August 2001 RTD acquires DUS site in accordance with IGA between RTD, CCD, CDOT and DRCOG April 2002 Partner Agencies initiated master planning process 3-year public process with 96-member Advisory Committee September 2004 Vision Plan approved by four Partner Agencies establishing transit and development programs September 2004 DUS rezoned T-MU 30 Milestones Nov. 2004 FasTracks approved by voters

8.  Intergovernmental Agreement: ◦ Originally intended to memorialize the contributions of each of the four partners to the purchase of the historic building and its 19.5-acre site and to acknowledge RTD as fee owner of the property ◦ No legal entity created; no power to contract ◦ Third Amendment established Executive Oversight Committee (EOC) and set forth timeline for selecting Master Developer for the redevelopment project, as well as need to determine “governance” for the project

9.  Master Plan ◦ Developed 2001-2004 and adopted in 2004 by governing bodies of all of the partner agencies ◦ Supplemented in 2008 when project design determined and again formally approved by all governing bodies  Re-Zoning ◦ CCD formally re-zoned property in 2004 to a then-new category, TMU-30, which accommodates transit mixed use development

10.  Voter approved November 2004  119 miles of Rail Rapid Transit (LRT/CRT)  18 miles of Bus Rapid Transit (BRT)  31 new park-n-Rides with over 21,000 new spaces  Enhanced Bus Network & Transit Hubs (FastConnects) FasTracks Program Multi-Modal Vision for the Metropolitan Area

11. Major Transit Elements at DUS  8 track CRT (plus expansion) ◦ East (DIA) - 2016 ◦ North Metro (I-25 North) ◦ Northwest (Boulder) ◦ Gold (Arvada/Golden) - 2016 ◦ Amtrak – 2014  3 track LRT ◦ Existing Southwest & Southeast - 2011 ◦ West (Lakewood/Golden) – 2013  22 bay regional bus facility - 2014 ◦ 16 regional ◦ 4 Downtown Circulator ◦ 2 commercial bus  16 th Street Mall Extension – 2011  Downtown Circulator  Public Realm Transit Framework

12. Light Rail$ 56.9 M Passenger Rail$145.2 M Regional Bus$219.0 M Streets & Public Spaces$ 40.0 M DUS Renovation$ 17.0 M Miscellaneous$ 9.9 M $488.0 M Project Cost Summary

13. DEVELOPER SELECTION 2005-6 DESIGN REFINEMENT 2007 18 month process of national significance Developer RFQ June 2005 11 teams submit RFP Part 1, February 2006 5 teams submit RFP Part 2, July 2006 Developer Interviews, August 2006 Public Presentations, September 2006 Nov. 2006 USNC Selected as Master Developer, team included SOM, AECOM, and Kiewit Nov. 2007 Revised solution & target budget established PRELIMINARY ENG. 2008 USNC led design refinement - team studied alternative configurations At-Grade Solution developed and costed; 15% Conceptual Plans prepared Master Plan amended to reflect new solution EIS advances Design Team prepared 30% Preliminary Engineering EIS completed ROD issued October 2008 DUSPA created DDA created, TIF district established DUS Met Districts created Dec. 2008 PE complete Start D/B Negotiations

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16. 17 th St. Chestnut Pl. Wewatta St. Wewatta Plaza 16 th St. 18 th St. DUS - Transit Infrastructure DUS HISTORIC BUILDING LIGHT RAIL + MALL SHUTTLE STATIONS REGIONAL BUS TERMINAL COMMUTER RAIL TERMINAL Wynkoop Plaza

18.  Federal and state grants ◦ Ultimately approximate total of $180M from FHWA, FTA, SB-1, ARRA  Property Sale Proceeds ◦ $27M for sale by RTD of 5 parcels of the 19.5 acres to USNC ◦ $11.4M for sale by RTD of Market Street Station property to CCD  Borrowing ◦ Ultimately approximate total of $300M

19.  $50M FHWA (CDOT)  $28.6M ARRA Funds (DRCOG and RTD)  $9.6M FTA  $2.5M TIP  $18.6M Senate Bill 1(CO)

20.  $1.5MNorth Wing Parcel  $1.5MSouth Wing Parcel  $3MTriangle Parcel  $10MA Block Parcel  $10MB Block Parcel  $11.436Market Street Station

21.  Borrowed funds: ◦ Clear need for additional funds ◦ Determine source of borrowing ◦ Determine source/sources for repayment  Assumption: ◦ Tax-exempt securities sold in financial markets; repayment from RTD’s FasTracks allocation to DUS ($208.8M) and from CCD tax increment revenue  Steps: ◦ Annuitize the RTD FasTracks allocation ◦ Establish a CCD framework for creating and collecting incremental taxes on and surrounding the site

22.  Creating the legal entities: ◦ Denver Union Station Project Authority (DUSPA), a 57-187 on- behalf-of issuer for federal tax purposes and a Colorado non-profit corporation ◦ Denver Downtown Development Authority (DDA), a statutory authority with tax-increment powers; comprises 40+ acres in the Central Platte Valley ◦ DUS Metropolitan District Nos. 1-5 (Met Districts), statutory metropolitan districts that levy property taxes; boundaries of Nos. 1- 3 include the 19.5 acres and those of Nos. 4-5 include Market Street Station

23. A Public-Private Partnership Denver Union Station DRCOG Denver Regional Council of Governments CDOT Colorado Department of Transportation RTD Regional Transportation District CCD City & County of Denver DDA Downtown Development Authority DUSPA Denver Union Station Project Authority Owner’s Representative: Trammell Crow Company Kiewit Western Company Transportation/Public Infrastructure Contractor AECOM Transportation Infrastructure Engineer Hargreaves & Associates Landscape Architect SOM Skidmore, Owings, and Merrill, LLP Master Plan & Transit Architect FEDERAL & STATE DUS METRO DISTRICT Design, Construction, and Operation of Private Buildings developed on DUS site CONTINUUM PARTNERS EAST WEST PARTNERS USNC Union Station Neighborhood Company Master Developer Private land and vertical developer of DUS sites Participate in management of transit and public infrastructure project PUBLIC PRIVATE DRCOG 1 member RTD 2 members CCD 6 members 2 non-voting members CDOT 1 member Metro District 1 member DESIGN-BUILD CONTRACT

24. Public Finance Summary | DDA & DUS Met District Boundaries DDA Boundary DUS Met Districts DUS Site Market St. Station 18 th Street 15 th Street 17 th Street 16 th Street 19 th Street 20 th Street Consolidated Main Line Wewatta Street Wynkoop Street DUS Market St. Station

25.  Tax-Exempt Markets ◦ After downturn, capital markets not accessible  Federal Loan Opportunities ◦ Restructured DUS repayment scenarios to accommodate federal requirements

26.  Transportation Infrastructure Finance and Innovation Act (TIFIA)- $145M  Railroad Rehabilitation and Improvement Finance (RRIF) - $155M

27.  Transportation Infrastructure Finance and Innovation Act (TIFIA) ◦ “Springing lien”; “bankruptcy event” not clearly defined; explored bankruptcy potential RTD/DUSPA; ◦ Springing lien issue necessitates TIFIA be senior lender for first time; participation of private developer unusual

28.  Railroad Rehabilitation and Improvement Financing (RRIF) ◦ No physical collateral; acceleration; first time as subordinate lender

29.  FasTracks $208.8M less previous expenditures = $165M  $165M annuitized at 5.65% to $12M annually, pledged by RTD to DUSPA to secure and repay TIFIA loan  Denver Downtown Development Authority (DDA) all tax increment revenue for 30 years pledged by City to DUSPA to secure and repay RRIF loan

30.  Moral Obligation (City Contingent Commitment) from City and County of Denver In the event of a shortfall in revenue available for debt service on the subordinate loan (RRIF), the City and County of Denver will request of its City Council appropriation of up to $8M annually during the term of the loan to make up any such shortfall

31. Design-Build contract executed Early Action work Final Design / Permits Continued Public Outreach through USAC DUS Design Standards & Guidelines Approval DUS General Development Plan Approval DUS obtains investment grade rating Q4 2013 – Q1 2014 Public project completion Amtrak relocated to temporary station USNC closes on Triangle development parcel Light Rail Station opens Phase 2 construction begins DUSPA MOVES AHEAD 2009 CONSTRUCTION START 2010 PHASE 1 OPENS 2011 PROJECT COMPLETION 2012-14 Final design continues Construction starts at risk DUSPA closes loans with USDOT USNC closes on North and South Wing development parcels North Wing and South Wing open USNC closes on remaining development parcels Block A and Triangle construction begin CRT and Regional Bus facilities open Wynkoop Plaza opens

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37. Wewatta Plaza View from 17 th and Wewatta Streets

38. Wewatta Plaza – opening day

39. DUS Light Rail Station and Plaza View toward CML from 17 th Street and Chestnut Place

40. DUS Light Rail Station and Plaza View toward CML from 17 th Street and Chestnut Place

41.  The Denver Union Station transportation project opened on May 9, 2014 on schedule and on budget  The successful opening means the region has gained a modern, multi-modal transportation hub, grounded by a magnificent renovation of a beautiful historic building Mantra of the 5 partners: “No is not the answer!”