Denver Union Station: A True Public-Private Partnership

Bill Sirois (Moderator) – Sr Manager, Transit Oriented Communities, Regional Transportation District Diane Barrett – Chief Projects Officer, Office of the Mayor, City & County of Denver Marla Lien – Partner, Kaplan Kirsch & Rockwell, LLP, former General Counsel RTD Frank Cannon – Development Director, Continuum Partners, former president of the Union Station Neighborhood Company Union Station: A Public Private Partnership • Regional Transportation District (RTD) • City & County of Denver (CCD) • Colorado Department of Transportation (CDOT) • Denver Regional Council of Governments (DRCOG) • Union Station Neighborhood Company (USNC) • Denver Union Station Project Authority (DUSPA)

2 DENVER UNION STATION & CENTRAL PLATTE VALLEY - 2005

USNC Properties

DUS Property

3 2001 2002-4 RTD ACQUIRES DUS SITE MASTER PLANNING

August 2001 RTD April 2002 Partner acquires DUS site in Agencies initiated accordance with IGA master planning process between RTD, CCD, CDOT and DRCOG 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 4 2005-6 2007 2008 DEVELOPER SELECTION DESIGN REFINEMENT PRELIMINARY ENG.

18 month process of USNC led design Design Team prepared national significance refinement - team 30% Preliminary studied alternative Engineering Developer RFQ June 2005 configurations 11 teams submit EIS completed At-Grade Solution RFP Part 1, February 2006 developed and costed; ROD issued October 5 teams submit 15% Conceptual Plans 2008 prepared RFP Part 2, July 2006 DUSPA created Master Plan amended Developer Interviews, to reflect new solution DDA created, TIF district August 2006 established EIS advances Public Presentations, DUS Met Districts September 2006 created

Nov. 2006 Nov. 2007 Dec. 2008 USNC Selected as Revised solution PE complete Master Developer, & target budget Start D/B team included SOM, established Negotiations AECOM, and5 Kiewit PUBLIC PRIVATE FEDERAL & STATE DUS METRO DISTRICT RTD CONTINUUM EAST WEST DRCOG CDOT Regional CCD DDA PARTNERS PARTNERS Transportation District Denver Regional Colorado Department of City & County Downtown Development Council of Governments Transportation of Denver Authority

DUSPA USNC Denver Union Station Project Authority Union Station Neighborhood Company DRCOG CDOT RTD CCD Metro District Master Developer 1 member 1 member 2 members 6 members 1 member Private land and vertical developer of DUS 2 non-voting sites members Participate in management of transit and Owner’s Representative: Trammell Crow Company public infrastructure project DESIGN-BUILD CONTRACT

Kiewit Western Company Design, Construction, and Operation of Private Buildings developed on DUS Transportation/Public Infrastructure site Contractor

AECOM Transportation Infrastructure Engineer

SOM Hargreaves & Associates Skidmore, Owings, and Merrill, LLP Landscape Architect Master Plan & Transit Architect 6 2009 2010 2011 2012 DUSPA MOVES AHEAD CONSTRUCTION START PHASE 1 OPENS PROGRESS CONTINUES

Design-Build contract Final design continues Amtrak relocated to Wynkoop Plaza executed temporary station construction begins DUS Phase 1 Early Action work construction starts at USNC closes on Triangle North Wing and Final Design / Permits risk development parcel South Wing construction begin Continued Public DUSPA closes loans with Light Rail Station opens Outreach through USAC USDOT Completion of Bus DUS Phase 2 Box structure DUS Design Standards & USNC closes on North construction begins Guidelines Approval and South Wing CRT Train Hall Canopy development parcels begins DUS General Development Plan USNC closes on A- Approval Block development parcel DUS obtains investment grade rating

7 Q4 2013 – Q1 2014 Public project completion Major Transit Elements Transit Framework • 8 track CRT (plus expansion) – East (DIA) – North Metro (I-25 North) – Northwest (Boulder) – Gold (Arvada/Golden) – Amtrak • 3 track LRT – Existing Southwest & Southeast – West (Lakewood/Golden) • 22 bay regional bus facility – 16 regional – 4 Downtown Circulator – 2 commercial bus • 16th Street Mall expansion • Downtown Circulator 8 DUS - Transit LIGHT RAIL + MALL Infrastructure SHUTTLE STATIONS

REGIONAL BUS TERMINAL

Wewatta Plaza

COMMUTER RAIL DUS HISTORIC TERMINAL BUILDING

9 DUS Aerial View

10 Project Cost Summary

• 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

11 Project Finance Summary

Cash Sources Description Amount FHWA PNRS $ 45.3 M FTA 5309 $ 9.5 M CDOT SB-1 $ 17.4 M FASTER Grant $ 4.0 M DRCOG TIP Funds $ 2.5 M ARRA (stimulus) Grant $ 18.6 M RTD ARRA (stimulus) Grant $ 9.8 M Property Sales Proceeds $ 38.4 M RTD FasTracks Contribution $ 40.8 M CPV District Bond Funds $ 1.0 M TOTAL $187.3 M

Required Financing ($300.6 M)

12 Project Financing Strategy • 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

13 2008 Market Shift

• Tax-Exempt Markets – After downturn, capital markets not accessible • Federal Loan Opportunities – Restructured DUS repayment scenarios to accommodate federal requirements

14 Federal Loans • Transportation Infrastructure Finance and Innovation Act (TIFIA)- $145M • Railroad Rehabilitation and Improvement Finance (RRIF) - $155M Repayment Sources • 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

15 Public Finance Summary

DDA & DUS Met District Boundaries

DUS

DDA Boundary DUS Met Districts

Market St. Station DUS Site 16 Market St. Station Loan Security • 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

17 1 1900 16th STREET 2 DAVITA WORLD 3 N. WING BUILDING 4 S. WING BUILDING 5 CADENCE 6 HISTORIC DENVER 7 ALTA CITY HOUSE (September 2009) HEADQUARTERS (November 2013) ONE UNION STATION APARTMENTS UNION STATION (2015) (August 2012) (Spring 2014) (December 2013) (2014)

5 Story Office Building, 5 Story, 281 Unit 17 Story Office Building, 5 Story Office Building, 13 Story, 219 Apartment 112 Room Crawford Hotel Retail Apartment Building Retail & Living Space 14 Story Office Building Retail, Restaurants & Building, Retail & Parking & Retail Parking 8 PLATFORM ASCENT UNION STATION (2015) 20 (2018)

16 18 7 17 2

CHESTNUT STREET STREET

14 Stories, 4K Retail, 142 TH 21 Story, 290 Apartments 18 13 Apartments COLORADAN 1601 WEWATTA 9 5 STREET 15 9 19 1 STREET 10

(2018) TH (2015) TH

17 12 19

WEWATTA STREET DELGANY STREET 20 8 19 345 Condos, 30K Retail 10 Story Office 11 STREET Building, Retail & TH Parking

16 14 1709 CHESTNUT PLACE 10 ELAN

18 (2018) (2015) TH

15 4 6 3 DDA

STREET COMPLETED

STREET District TH

510 units in 12 & 24 story apt. 18 DUS 312 Apartments, King WYNKOOP STREET UNDER building, Retail & Parking MET CONSTRUCTION Soopers Grocer District

HILTON GARDEN INN 16 CHESTNUT UNION DENVER HOTEL BORN & 1975 18th STREET UNION TOWER WEST TRIANGLE BUILDING (2019) (2018) (late 2017) 1881 OFFICE (2017) (2017) (2015) 17 16 15 14 (2017) 13 12 11

600 Apartments, Whole 4 Story, 104 Unit Foods Market 200 Room Hotel, 5 Apartment Building 11 Story Office Building, 233 Room Hotel 180 Room Hotel, 100K Parking, Retail & Office 19 Story Office Space, Story Office & Retail (Affordable Housing) Office, 10K Retail Parking & Retail Development Activity – Plan vs Actual

Feasibility Study for TIF (2009 - 2019) Projected As of September 2017 Uses Lo - Hi Absorption Actual Absorption* Office 418,000 - 628,000 SF 2,020,000 SF Retail 193,000 - 245,000 SF 371,000 SF Commercial Subtotal 611,000 - 823,000 SF 2,391,000 SF Hotel 0 706 Rooms Residential 1520 - 1930 Units 3058 Units

*All projects completed or under construction and completed by 2019

19 DUS INSPIRED ECONOMIC DEVELOPMENT

NEW BUSINESS LOCATIONS 124 to the Union Station area since 2009 JOBS CREATED 5000 $425 million in wages

INDIRECT OR INDUCED JOBS CREATED 6000 Leads to $325 million in wages

CONSTRUCTION PROJECTS COMPLETED

25 billion in private investment ,Over $2

BILLION DOLLARS 3.5 in overall economic impact *Courtesy of Denver OED Questions?

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