THE RANCH EVENTS COMPLEX

RFI Number: I19-04 Date: 8/8/2019 TABLE OF CONTENTS Page 34 Page 9 Page 3 SECTION 1:LETTEROFINTEREST SECTION 3:APPENDIX INFORMATION SECTION 2:ADDITIONAL

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Les Brown, Purchasing Agent Larimer County Purchasing Department Submitted electronically to: [email protected]

RE: Response to RFI #I19-04: Development & Partnership Opportunities at The Ranch Events Complex - Proposed Hotel, Sports, and Event Facilities

Ladies and Gentlemen,

It is with great pleasure that The Ranch Development Partners (“RDP”) presents this response to the Request for Information #I19-04 (the “RFI”) issued by Larimer County (the “County”) in connection with its redevelopment (the "Project") of the Larimer County Fairgrounds and Events Complex (the “Ranch”).

We understand that the Project, as well as its related development opportunities, represent critical infrastructure for the people of Larimer County and the residents of Northern Colorado, and we share and enthusiastically support the County’s vision for the future of The Ranch. Fengate Capital Management Ltd. (“Fengate”), in partnership with The Water Valley Land Companies (“Water Valley”), ì­ŒÐì­ĊÌȭĨðÆāÐÌ­œďīăÌȭăЭÌðĊæĴЭĉ­ĊÌÌÐŒÐăďĨÐÌðĴĮĨīďĨďĮ­ăĮĴīķÆĴķīÐĮĨÐÆðťÆ­ăăřĴďÌÐăðŒÐī ĴìðĮŒðĮðďĊðĊ­ĊÐŘĨÐÌðĴÐÌ­ĊÌÐŨÆðÐĊĴĉ­ĊĊÐīȘZķīĨīďĨďĮÐÌĨīďÆķīÐĉÐĊĴĉÐĴìďÌďăďæřœðăăĮ­ŒÐ ĴìÐďķĊĴřĮðæĊðťÆ­ĊĴĴðĉЭĊÌĉďĊÐřșĮðæĊðťÆ­ĊĴăřīÐÌķÆÐīðĮāș­ĊÌœðăăīÐĮķăĴðĊĴìÐďķĊĴř­ĊÌðĴĮ constituents enjoying remarkable amenities, attractions, and upgrades to The Ranch not achievable through County resources alone. In addition, as implemented, this proposal will bring over 3,200 total ÆďĊĮĴīķÆĴðďĊþďÅĮĴďĴìÐďķĊĴř­ĊÌœðăăæīЭĴăř­ÆÆÐăÐī­ĴÐĴìÐīЭăðš­ĴðďĊďåĴìÐĮðæĊðťÆ­ĊĴīÐæðďĊ­ă ÐÆďĊďĉðÆÅÐĊÐťĴĮ­īĴðÆķă­ĴÐÌðĊĴìÐďķĊĴřȸĮT­ĮĴÐī­ĊÌwĴī­ĴÐæðÆAĉĨăÐĉÐĊĴ­ĴðďĊqă­ĊĮȘ

Our Team appreciates the County’s commitment in procuring the Project, and we recognize the constructive and collaborative approach that has been applied so far in the procurement process. We look forward to the start of a long and fruitful partnership with the County for this exciting opportunity.

We remain at your disposal to respond to any inquiries in connection with the content of our proposal contained herein.

Sincerely,

______Mac Bell Director & Head of P3 Investments Founder, Owner, President Fengate Capital Management Ltd. The Water Valley Land Companies

RANCH DEVELOPMENT PARTNERS 3 SECTION 1

Letter of Interest

Upper left: Budweiser Gardens, JCI | Upper right: Long Beach Courthouse, JCI | Bottom: Ranch 1.1. INCLUDE THE NAME OF SUBMITTING FIRM/TEAM, ADDRESS, TELE- PHONE NUMBER, NAME OF CONTACT PERSON AND THE TITLE OF THE RFI.

Team Name: The Ranch Development Partners Address: 1625 Pelican Lakes Point, Suite 201 Windsor, Colorado 80550 Contact Name: Martin Lind Contact Email: [email protected]

D: (970) 686-5828

Contact Name: Mac Bell Contact Email: [email protected] O: 416-224-4440 M: 416-795-4468 RFI Title: RFI #I19-04: Development & Partnership Opportunities at The Ranch Events Complex - Proposed Hotel, Sports and Event Facilities

1.2. PROVIDE A DESCRIPTION OF THE SUBMITTING FIRMS/ENTITIES CURRENT LEGAL STATUS The Ranch Development Partners (“RDP”) is a consortium led by Fengate Capital Management Ltd. (“Fengate”) and The Water Valley Land Companies (“Water Valley”) for the sole purpose of pursuing and delivering the redevelopment of The Ranch. Key members of our team, as well as their roles and legal status, are outlined below. Please see Section 2.1 for further details regarding our Team members and their respective roles and shared qualifications.

Firm Role Description The Ranch Development Partners, LLC Developer Legal Status: A Colorado limited liability company Federal Tax ID No.: Provided under separate cover

RANCH DEVELOPMENT PARTNERS 4 FIRMS INVOLVED AND ROLES Firm Role Fengate Capital Management Ltd. Developer/ Equity Sponsor The Water Valley Land Companies Developer PCL Construction Services, Inc. (“PCL”) Design-Builder

Perkins + Will Design-Build Architect Johnson Controls, Inc. (“JCI”) Facilities Maintenance Service Provider Piper Jaffray Financial Advisor Royal Bank of Canada (RBCCM) Underwriter

1.3 EXPRESSION OF INTEREST In addition to Fengate and Water Valley, RDP is a full-service consortium comprised of top IN ONE (1) OR MORE OF THE designers, constructors, service providers, DEVELOPMENT OR PARTNER operators, activators, underwriters, and advisors OPPORTUNITIES AT THE RANCH, with world-leading capabilities and capacity to deliver on the above. (Please see Section 2.1 for AS PREVIOUSLY OUTLINED IN further details regarding our Team members and THIS RFI. their respective roles and shared qualifications). This team has invested significant time and resources in the review of these opportunities, The Ranch Development Partners, LLC the availability of funding, and in planning for (“RDP”) is a consortium led by Fengate Capital execution, delivery and long-term management Management Ltd. (“Fengate”), a leading North of the same. As a result, RDP is highly confident American investor and developer of Public- in its ability to (1) timely and efficiently deliver and Private Partnerships, and The Water Valley Land manage the four major components of the Master Companies (“Water Valley”), Northern Colorado’s Plan and (2) assist the County in the expeditious preeminent real estate developer. This team is realization of its overall vision. coming together to enter into, fund, and manage a Public-Private Partnership with Larimer In Addition, Respondent has significant ability County for the collaborative, immediate, and and desire to assist the County in the designing, simultaneous turnkey design, development and building, financing, operation, and maintenance operation of four major components of The of desired 4H, Equine and Swim facilities. We Ranch Master Plan: have spent considerable time reviewing and • A new 300-room full-service headquarters considering these elements and we have come hotel, up with several potential means for the County • A new 58,000 square foot, class “A” to achieve desired goals with respect to these convention / exhibition center, features, without further burdening County • A new indoor sports and recreation taxpayers. While not specifically addressed in complex including three sheets of ice and this response, Respondent is able and eager to natatorium, and assist the County in the realization of its overall • A new state-of-the-art 10,000 seat arena. goals for The Ranch and the improvement / creation of these features and elements.

RANCH DEVELOPMENT PARTNERS 5 1.4(A) INDICATIVE LAND PLAN RV / TRAILER PARKING 9.38AC

STALL BARN

STALL BARN FUTURE DEVELOPMENT 6.77AC

EXISTING INDOOR ARENA 4 LIVESTOCK PAVILIONS

STABLES

FUTURE DEVELOPMENT EQUINE EVENT ARENA 2.08AC

4.99AC FUTURE FUTURE DEVELOPMENT DEVELOPMENT 2.08AC

4-H YOUTH & MCKEE COMMUNITY BUILDING FUTURE BUILDING DEVELOPMENT 5.03AC FUTURE DEVELOPMENT 3.13AC

EXHIBITION CENTER

FUTURE DEVELOPMENT

ARENA 3.13AC

LINK HOTEL

LINK ARENA CIRCLE

iFLY S TAT RIDE SHARE ION DAILY TRAFFIC IN EXCESS 100,000 TRAFFIC DAILY ENTRY 12,000 SQFT 12,000 SECOND TERRACELEVEL RETAIL + F & B + F & RETAIL 60,000 SQFT 60,000 SECONDLEVEL FITNESS CENTER FITNESS ICE RETAIL + F & B ENTRY BUS DROP-OFF BUS THE GREAT 17,000 SQFT 17,000 + F & B COLORADO RETAIL EXPERIENCE 76,000 SF LOADING

SWIM

1.5AC THEATER 18,000 SQFT 18,000 SQFT 23,000 4 STORY MULTI-FAMILY RETAIL 6K RETAIL 1.5AC 5 STORY MULTI-FAMILY

STALLION

2 STORY 2 STORY 6K OFFICE OFFICE 1.43AC HOTEL OFFICE 2 STORY 2 STORY

9 12 12 9 6 T 5 5 T K2- 1.8 AC 3 16 24 16 9 1.7AC K1- 1.14AC HOTEL 20 10 5 3.8AC 5K 6K 15 10 4.5K 6K FAIRGROUNDS 2.2K ST. CLOUD

CLYDESDALE L- 1.16 AC M- 1.5 AC 12 RDP INDICATIVE LAND PLAN FOR THE RANCH AND ADJOINING DEVELOPMENT MASTER PLAN CROSS ROADS 07.25.2019 RANCH DEVELOPMENT PARTNERS 6 CONCEPTUAL RDP RENDERINGS OF THE PROPOSED RANCH COMPLEX CONCEPTUAL RDP RENDERINGS OF THE PROPOSED RANCH COMPLEX 1.4. (B). IDENTIFICATION OF THE execution, and operational risk from the County to an exceptionally well qualified, TYPE OF DEVELOPMENT AND/OR capitalized, and managed consortium capable PARTNER OPPORTUNITY THAT of designing, constructing, activating, THE RESPONDING FIRM/TEAM operating, and maintaining each of the major elements. COULD HAVE THE CAPABILITY TO • Allowing the County to access and benefit DELIVER. from the substantial internal financial resources of The Ranch Development Partners and RDP’s demonstrated ability to As alluded to above, The Ranch Development source very large amounts of private debt Partners proposes entering into a long-term and equity and public investment. This ready Public-Private Partnership (“P3”) with Larimer access to capital serves to greatly augment County for the collaborative, immediate, and the power of County financial resources simultaneous turnkey development of each committed to the project and allows the of the four major elements included in The County to expeditiously deliver better Ranch Master Plan. This partnering structure amenities and services to its constituents will embrace all the customary strengths and while limiting County appropriations and capabilities of the P3 model, including: maximizing the value of the existing county- • Allowing the County to achieve its goals wide sales tax dedicated to The Ranch. much sooner than otherwise anticipated, • At the termination of the proposed P3, public with no requirement to raise taxes, borrow facilities will be hand back to the County in a funds, increase County staff, or undertake state of excellent repair and with significant significant risk. reaming useful life. • Locking in current costs and eliminating the adverse impact of inflation that In addition to the strengths and capabilities would be experienced over a protracted delineated above, The Ranch Development implementation of the Master Plan. Partners bring additional unique and compelling • Allowing the P3 to rapidly take advantage of strengths to the proposed P3, including: current historically low interest rates and • Water Valley is a founding sponsor and long- strong financial markets. term advocate and supporter of The Ranch, a • Bringing together a world-class team to role it desires to continue as a lead member undertake the collaborative and timely of RDP. Water Valley brings an unmatched development and ongoing activation and passion and love for North Colorado and top operation of County public infrastructure and local development experience as well as amenities in accordance with the desires, expertise from the RDP team. plans, and requirements of the County. • The Colorado Eagles, the American Hockey • Providing certainty to County taxpayers by League team that is the current anchor specifically establishing and quantifying the tenant for the existing Budweiser Events County’s long-term financial commitment Center, is a wholly owned subsidiary of Water to the project and eliminating the potential Valley. As such, Water Valley can assure the for unexpected capital expenditures, Eagles will be the anchor tenant of the new unanticipated operating expenses, and future arena and an enthusiastic supporter of and “budget busts.” contributor to the P3 proposed herein. • The transference of significant financial, • Certain members of RDP have worked

RANCH DEVELOPMENT PARTNERS 9 together extensively in the past. The strength headquarters hotel, a new 58,000 square foot, of the Fengate/PCL/JCI team is unmatched convention/exhibition center, a new indoor in P3. This team has closed over $3 billion in sports and recreation complex including P3 projects together since December 2018 three sheets of ice and natatorium, and a new and has more than demonstrated its ability to state-of-the-art 10,000 seat arena. deliver exceptional high-quality projects. 3. We will also construct certain other roads, • Water Valley is the owner and developer of walkways, utilities, landscape, and other the land directly south of The Ranch. This sitework and infrastructure required to proximity to The Ranch allows for a holistic support the major elements of The Ranch approach to the development of the major Master Plan. elements of The Ranch Master Plan in 4. The design, development, and operations of concert with beneficial private development. these major elements would be in keeping This includes the creation of a regional with the Master Plan and in accordance with “entertainment district” that embraces all the specifications and requirements established major public elements of The Ranch along by the County. with private restaurants, taverns, dance and 5. In general, we will assume all risk for the on- entertainment venues, themed attractions, time delivery of these elements according a large public plaza, and other elements that to a mutually agreed upon schedule. One will enhance the experience of all visitors to potential exception to this assumption of The Ranch and the region as well as improve time risk would be for midstream changes in the quality of life for residents. scope necessitated by the County. • Water Valley is the beneficiary of a currently 6. In general, we will assume all risk for capital existing Business Assistance Agreement expenditures and cost overruns. One with the City of Loveland, which provides exception to this assumption of capital significant ability to access tax increment risk would be for midstream change orders funding in support of real estate development required by the County. that benefits the city and the region. This 7. In general, we will, over the term of the agreement can be expanded to include agreement, guarantee the County a certain areas of The Ranch and provides RDP predefined high level of visitor experience, ready access to significant additional tax quality of service, and maintenance of increment and hybrid financing in support of the facilities in keeping with best industry the proposed P3. practices and preestablished County requirements and we will, in general, PROPOSED P3 STRUCTURE: assume all ongoing, long-term operating While the terms of a P3 arrangement between and maintenance risks associated with the Larimer County and RDP would be subject to activation, operation, and upkeep of the extensive discussions, negotiations, and the facilities. execution of a definitive and mutually acceptable 8. The agreement would include strict penalties agreement, we envision that some of the material on us if we fail to timely deliver the major terms of such an agreement would include: elements in accordance with County 1. The proposed term will be for a minimum of requirements or fail to operate and maintain 30 years. the facilities in keeping with high standards 2. Under the terms of the agreement, we would and the requirements of the County. agree to design, build, finance, activate, 9. At the termination of the agreement, we operate, and maintain each of the four will deliver to the County possession of major elements of The Ranch Master Plan, all the elements included in the P3. The including: a new 300-room full-service elements will be delivered to the County

RANCH DEVELOPMENT PARTNERS 10 in a predefined, high level of repair with 1.5 LETTER MUST BE SIGNED BY significant useful life remaining and free and clear of all encumbrances. AN AUTHORIZED INDIVIDUAL 10. In return for all the above, the County will agree to make certain specific payments to Mac Bell and Martin Lind are authorized to certify, RDP, commonly referred to as “Availability on behalf of The Ranch Development Partners, Payments” in P3 parlance. We anticipate that the statements contained herein are true that such Availability Payments will include and correct. all or substantially all of the County-wide sales tax actually collected for the benefit of The Ranch. We understand that, unless the Larimer County voters approve an additional extension to this Ranch specific sales tax, it will expire in December 2039. Should the County determine that it would be beneficial and advisable to make Availability Payments in excess of the County-wide sales tax actually collected, we recognize that such additional payments would be subject to annual appropriations. 11. Any operating profits and all other sources of revenue associated with the operation of the P3 elements would be for the benefit of RDP and not the County. 12. All Tax Increment and Hybrid Funding that may be available and procured by RDP shall be for the benefit of RDP and not the County. The County will agree to undertake any reasonable request made by RDP to accommodate RDP’s procurement of Tax Increment and Hybrid Funding. An example of such a request will be to allow RDP to extend the currently existing Business Assistance Agreement with the City of Loveland to include certain areas of The Ranch. 13. The agreement would include other terms and provisions as are customary for P3 transactions.

RANCH DEVELOPMENT PARTNERS 11 SECTION 2

Additional Information

Upper left: Ottawa Convention Center, PCL | Upper right: Vancouver Convention Center, PCL | Bottom: Grand Summit Hotel, PCL 2.1 A PROFILE OF YOUR ORGANIZATION(S) INTRODUCTION The Ranch Development Partners is a consortium led by Fengate and Water Valley, in partnership with PCL, and JCI, Piper Jaffray and RBC Capital Markets. Our team reflects an integrated partnership between leading global and local firms with the experience, relationships, technical expertise, financial capacity, and track record needed to successfully manage and deliver the Project on-time and on- budget for the County.

The following discussion provides background on our key team members and explains how RDP has developed our structure to effectively manage the project’s scope and risk, and also deliver a solution that achieves each of the County’s goals and objectives:

RANCH DEVELOPMENT PARTNERS 9 DEVELOPER | EQUITY PROVIDER

Fengate is a leading independent alternative Fengate employs a disciplined investment investment manager focused on infrastructure, approach to deliver value to its investors private equity, and real estate in the United by playing a lead role in the bidding and States and Canada. With offices in , development phases of infrastructure projects Houston, New York, Vancouver, and Oakville, as well as the ongoing day-to-day management Fengate is one of the most active and of each asset. Fengate’s experienced in-house established real asset investors in North asset and financial management capabilities America. Fengate leverages more than 45 years enhance value through active management to of experience and the expertise of its 140+ deliver results consistent with objectives. professionals to invest in long-life and high- quality assets and businesses on behalf of its Today, Fengate has over C$4.0 billion in equity global client base. commitments and has executed investments in over 100 infrastructure and real estate Fengate was one of the first investment transactions since its inception. Within its management firms to become active in the infrastructure practice, Fengate has raised public-private partnerships market in Canada numerous funds, invested over C$1.0 billion and has been investing in infrastructure of equity capital, and arranged over C$12.0 since 2006. Fengate’s infra-structure team billion of debt finasancing in support of 40 is focused on public-private partnerships, infrastructure projects globally. Fengate contracted power, and contracted utilities. has participated in the North American P3 With a dedicated team of more than 50 market since its inception and has since professionals, Fengate leads carefully targeted invested in 22 P3 assets. Fengate has deep investment pursuits through consortium experience in the financing of large, complex building, qualification and proposal phases, social infrastructure projects as recent-ly to commercial and financial close. In 2011, evidenced by its investment in the $1.3 billion Fengate made a strategic decision to build a LAX ConRAC project, which achieved financial dedicated, in-house asset management team close in December 2018 and is currently providing industry-leading facility management under construction. Additionally, Fengate services. Today, Fengate boasts an in house has experience developing and investing in infrastructure asset management team of P3 projects with a hybrid or demand-based over 20 professionals who work alongside the revenue structure, as demonstrated by its investment team to: recent investments in ONroute Services • (i) establish a trustworthy relationship with Centres and the EWR ConRAC Facility. the client, • (ii) assess asset risks and mitigation In May 2019, Fengate closed total capital strategies, commitments of C$1.1 billion for Fengate Core • (iii) assist in design optimization to achieve Infrastructure Fund III (“CIF III”), exceeding maximum design scores while reducing both its C$750 million target and C$1.0 billion construction and operating costs, and hard cap. Fund investors include public • (iv) increase competitiveness of design‐ and corporate pension plans, insurance build and operating costs. companies, and fund of funds across Europe, Japan, and North America. In addition to being selected as preferred proponent. This nearly C$600 million of readily available fact, along with Fengate’s extensive financing and fully discretionary capital, Fengate has relationships and available capital, provides access to significant letter-of-credit facilities strong execution certainty to the County. providing the County with assurance that RDP has significant redundancy in equity ROLE: capital earmarked for the Project. Lastly, it In its capacity as Developer, Fengate will be should be noted that Fengate has never sold responsible for leading The Ranch Development an investment in an infrastructure asset and Partners’ delivery of the project, including will provide the County with a committed financing and commercial functions. As an partner whose interests are aligned across the Equity Sponsor, Fengate will invest equity Project’s concession term. capital in The Ranch Development Partners, LLC the entity that will engage with the County Fengate enjoys an exceptional record of to deliver the Project under a P3 framework. execution on infrastructure transactions and financings. Its financing business model is to secure fully committed financing prior to bid submission, in order to provide a financial solution that is both efficient and reliable for project sponsors. The success of this business model is demonstrated through the fact that Fengate has never failed to raise committed financing in pursuit of over 100 North American P3 projects, nor has it failed to close a P3 after

FENGATE NORTH AMERICAN P3 PROJECTS

nnCentral Long Term Care Car Facility nnSurrey Memorial Hospital nnCentre for Addiction and nnMacdonald Block nnToronto South Detention Mental Health Reconstruction Centre nnEdmonton Valley Line LRT nnOakville Trafalgar nnWaterloo Region nnElgin County Courthouse Memorial Hospital Courthouse nnEmily Carr Art & Design nnONroute Service Centres nnWaypoint Centre for nnEWR Consolidated Rent- nnParkwood Institute Mental Mental Health Care a-Car Facility Health Care Facility nnWilliam Osler Health nnJim Pattison Outpatient nnSaskatoon Civic Centre Care and Surgical Centre Operations Centre nnWoodstock General nnKingston Providence Care nnSault Area Hospital Hospital Hospital nnSt. Joseph’s Regional nnLAX Consolidated Rent-a- Mental Health Care

RANCH DEVELOPMENT PARTNERS 11 DEVELOPER | EQUITY PROVIDER

Started in 1985, Water Valley Ground was broken for the Water Valley Land Company ("Water Valley") residential community in 1995. The 18-hole and its affiliates have grown Pelican Lakes Golf Course and Country Club into the leading real estate developer in Northern followed and was opened for play in 1999. Pelican Colorado and one of the region’s top businesses. Lakes was designed and built around the five Water Valley has developed numerous projects manmade Water Valley lakes and the Cache la around the region including shopping centers, Poudre River. In 2006, work was completed on commercial and industrial parks, the 1,500- the additional nine-hole Pelican Falls course, acre Water Valley community, the 1,165-acre creating a 27-hole golf experience/lifestyle Raindance community, and the 330-acre mixed within the Water Valley community. Nearing use destination development known as The completion, Water Valley includes over 2,600 Brands at The Ranch. Developing over 4,000 homes and 1,500 total acres including 700 acres acres and 8,000 entitled dwelling units in of combined lakes, trails, recreation facilities, Northern Colorado, Water Valley is recognized and open space. as a visionary contributor to life in Northern Colorado and creator of beautiful legacy-quality projects.

Water Valley’s “Raindance” project under development in Windsor, CO. The Water Valley community and Windsor are in the background The Water Valley community and Pelican Lakes Golf Club

Raindance Community: With construction Water Valley: In 1990, Water Valley purchased beginning in 2017 and located two miles land in Windsor, Colorado for its first signature east of the Larimer County Fairgrounds, project, the master-planned golf course Raindance is Water Valley’s newest master- community of Water Valley. Envisioning a planned community. Consisting of 1,165-acres, community built around a group of manmade Raindance will include more than 2,800 homes, lakes, in 1991 Water Valley formed Poudre Tech an 18-hole championship golf course, world- Aggregates to mine and reclaim the Water Valley class amenities, and community-appropriate land. The gravel was mined in such a way to leave commercial development. It features a unique behind sculptural gravel pits, which were then “farm to porch” design that celebrates Northern reclaimed into the Water Valley lakes that are Colorado’s agricultural heritage by establishing now the defining amenity of the Water Valley open space lands as cultivated agricultural fields community. and orchards. This fast-growing project has become one of the region’s most popular new communities. Raindance incorporates beautiful immersive activities and physical challenges. parks, a lavish swim and lazy river experience, striking views of the front range, and the Colorado Eagles: In addition to its numerous spectacular Raindance National Golf Course. other businesses, the Colorado Eagles are a wholly owned subsidiary of Water Valley. As the affiliate and farm team to the Colorado Avalanche, the Colorado Eagles

Artist’s Conception of Plaza at The Brands at The Ranch

The Brands at The Ranch: The Brands at The Ranch is a cornerstone project for Water The Colorado Eagles – Northern Colorado’s Premier Sports Attraction Valley. Located directly adjacent to and around the Larimer County Fairgrounds, this new, experiential destination is actively under are Northern Colorado’s premier sports attraction development and coming to life as a youth and and one of the most recognized, well-respected pro sports, entertainment, tourism, and lifestyle brands in the region. Since their formation 18 destination. The uniqueness of this location years ago, the Eagles have been the anchor and proposed built environment is designed to tenant for the Budweiser Events Center and a key bring millions of unique visitors to the region. supporter for the development of The Ranch. As The 330 acres of The Brands reaches from both Northern Colorado and the popularity of the Northern Colorado Regional Airport on the Eagles continues to rapidly expand, the Eagles west, across I-25 south of The Ranch, and east provide important experiential and economic into the Town of Windsor. Key features planned stimulus for the expansion and redevelopment of for The Brands at The Ranch include: hotels, The Ranch. restaurants, destination entertainment venues, 2,000 multi-family homes, class “A” office space, ROLE: community facilities, and a select group of As Developer, Water Valley will be responsible for specialty retailers. In addition, Water Valley is leading Ranch Development Partners’ delivery of in the process of planning and designing “The the project, including financing and commercial Great Colorado Experience” – a 65,000 square functions. foot, unique-to-the-world, themed attraction that celebrates the majesty and mystique of Colorado in an indoor, interactive experience. This attraction, which will be centrally located within The Brands, will appeal to residents and tourists alike and will offer numerous world-class

RANCH DEVELOPMENT PARTNERS 13 DESIGN-BUILD TEAM

The PCL team approach, starting with our first bid interview and continuing throughout construction to final completion, WE ARE MORE THAN BUILDERS. was extremely professional.” WE ARE SOLUTION PROVIDERS. Established in 1906, PCL is a group of Rich Langeluis, Vice President, independent construction companies that Property and Operations, Mystic Lake carry out work across North America, the Casino Hotel Caribbean, and in Australia. These diverse operations in the civil infrastructure, heavy industrial, and buildings sectors are supported PCL is defined by their client-focused by a strategic presence in 31 major markets, solution provider culture that puts a client's with an annual construction volume of $7.5B. project and business priorities at the heart of They are construction partners who are everything they do. PCL cares deeply about the passionate about what they do and their communities in which they live, work and play, partners’ success. PCL prides themselves in and are passionate about the work they do. being solution providers. A 100% employee- owned company with more than 4,400 full-time DENVER DISTRICT - PCL’S UNITED STATES professional and administrative salaried staff, HEADQUARTERS ARE BASED IN COLORADO PCL is involved with more than 700 projects at AND HAVE BEEN FOR 44 YEARS. any one time. PCL has a dynamic team of construction These projects range in value from $20,000 professionals and supporting staff, to more than $1B across all building types, supplemented by the additional PCL staff in including – in the P3 sector – hospitality, sports, other offices across the United States. PCL is venues, exhibtion centers, convention centers/ a powerful presence with more than 44 years public assembly educational and health care of local Denver market knowledge combined facilities, justice facilities, bridges, airports, with the financial security of the 8th largest and high-tech facilities, to name a few. contracting firm in North America. With

2,000 1,200 700 25+ 50+ Public Colorado Hotel Convention Major Sports Assembly Projects Projects Centers Venues Projects 2,500 professionals brings together design I have been personally involved excellence, functional performance, and social with four of the major expansions responsibility to advance project goals. here at the Las Vegas Convention Center and I can attest to the fact Inspired by the programs within, Perkins&Will that PCL is a cut above the rest. Your designs from the inside-out. They combine genuine effort to create a working a deeply humanistic approach with results- partnership with us has contributed driven pragmatism to create dynamic spaces substantially to the success of this for people. project. I can recommend PCL to any organization hoping to partner with SPORTS + RECREATION + ENTERTAINMENT a construction company that knows Today’s sports and entertainment facilities are what they are doing.” reflections of the spirit of the communities and institutions that they serve. Perkins&Will Thomas A. Smith, Vice President/ creates exceptional facilities that are rooted Facilities Las Vegas Convention and in their location and transform society Visitors Authority by elevating and supporting culture and community. their US Headquarters in Denver, PCL’s local MIXED-USE ARENA EXPERTS experience includes more than 1,200 projects Perkins&Will is an internationally recognized in Colorado. The Denver Business Journal ranks expert for design leadership in mixed-use PCL as the top private company in Denver and a arena projects. The firm was most recently top corporate philanthropist. recognized for the PPL Center/Downtown Allentown Revitalization District by Urban Land For 20 years, PCL has consistently proven Institute's 2017 Global Excellence Awards. With their ability to deliver the highest value for the great success in site/district master planning lowest cost in the P3 marketplace. As a result, for mixed use arena projects around the world. PCL has become one of North America's most prolific P3 contractors, having been awarded SINK COMBS DETHLEFS AND PERKINS&WILL over $11 Billion of alternative financing P3 ARE NOW ONE TEAM projects. In the Fall of 2017, Sink Combs Dethlefs, a nationally-recognized sports architecture firm headquartered in Denver, joined Perkins&Will, one of the nation’s most prominent and Since 1935, Perkins & Will has created influential design practices. As design innovative and award-winning designs for innovators and leaders in the arena and the world’s most forward-thinking clients. entertainment venue industry, the former They are comprised of architects, interior leaders of Sink Combs Dethlefs are now the designers, urban designers, landscape leaders of Perkins&Will’s Sports + Recreation + architects, consultants, and branded Entertainment Practice. environment experts who approach design from all scales and perspectives. Engaged, MID-SIZE ARENA EXPERTS accessible, and collaborative, their staff of over Sink Combs Dethlefs (now Perkins&Will) is

RANCH DEVELOPMENT PARTNERS 15 the preeminent designer of mid-sized arenas, aquatic facility to lead the region for the next convention/conference and event centers in 50+ years. the United States. They have a very specialized understanding of this project type and an ICE FACILITIES outstanding history of developing projects The primary goal in the planning and within very tight schedules and budgets. programming of ice facilities is to balance One of the key factors in successful multi- functional performance with thorough financial purpose arenas is understanding how and analysis of the operational sustainability. where to allocate the available monies. Perkins&Will understands the myriad of issues Knowledge of the most cost effective including: ease of circulation, access to rest strategies for long span structure design is rooms and concessions, building services, as a critical issue. The structure must follow an well as the detailed technical requirements. efficient and not overly complicated layout. The building needs to be easy to navigate EXHIBITION/MEETING FACILITIES and, equally important, easy and efficient to With their experience in the planning, operate. There is a wealth of experience that programming and design of trade shows goes into understanding how to balance money and conference events, Perkins&Will knows spent on the more visible spectator amenities what does and does not function well from an with those that benefit the operational function operator’s perspective. The Design Team has and systems of the building. spent thousands of hours observing crowd movement and adapting event management to Multi-purpose arenas are very specialized safely and efficiently control those groups. buildings that generally require extreme amounts of preparation and large financial EQUESTRIAN FACILITIES resources to successfully complete. Having a Horses are a traditional symbol of the project designer that has experience gained development of the west, and the continued from years of developing similar facilities is incorporation of equine activities for learning at critical to both the short and long term success The Ranch has vast potential. The team will be of a facility. Perkins&Will has more hands-on able to assess the impact of these equestrian experience in this facility type than any other activities on the County’s stated desire to firm in the nation. maximize revenue generation, minimize maintenance costs and utility usage, and AQUATIC FACILITIES estimate the broader economic impact for the Pools are built to stand the test of time, and County to determine which programs are most decisions made today are 50+ year decisions. in line with its goals. Through a process of smart planning, employing the most advanced systems OUR DENVER ROOTS 1975 available, FINA and NCAA standards, filtration Perkins&Will has served the Colorado and mechanical technology, and a strong community for over 55 years, and has continued understanding of the needs of coaches, their commitment to the studies and building swimmers, fitness and recreation users, design of many of the State’s most recognizable instructors and operators, Perkins&Will would projects, from those that no longer exist make recommendations for designing an such as McNichols Arena, to those that have drawn millions of visitors such as Red Rocks THE DESIGN-BUILD TEAM OF PCL AND Amphitheatre. They have designed projects PERKINS&WILL from community parks and recreation to large The PCL and Perkins&Will team have the athletic venues across Colorado’s university P3 expertise, local presence, and extensive campuses. They live in Denver’s neighborhoods, experience on projects of similar size and recreate in the Rocky Mountain West, and share scope. the community’s passion and high expectations for quality design and exceptional service. ROLE: As Design-Builder, PCL and Perkins&Will will be responsible for delivering the design and construction of the Project under a fixed-price, date certain, turn-key contract with Ranch Development Partners.

RANCH DEVELOPMENT PARTNERS 17 FACILITIES MAINTENANCE SERVICE PROVIDER

Johnson JCI helps reduce Operations & Maintenance, Controls, Inc. lifecycle, and energy performance risk for P3 (JCI) is a wholly projects. For the Ranch project, skilled on-site owned subsidiary technicians will be supported by JCI’s Denver of Johnson Controls International PLC, a branch office. JCI brings the experience, global diversified technology and industrial refined methodologies, and organizational leader serving customers through 500 branch depth necessary to execute the project offices in more than 150 countries. JCI is the requirements successfully and carry future world’s largest building services provider and risk. manufacturer of building system technologies for building management systems, HVAC, fire In P3 project structures the Operations and and life safety, fire suppression, and security Maintenance Provider manages the entirety of systems. With 120,000 employees worldwide, the building performance risk for the operating JCI continually finds ways to make buildings period. It is critical that the Operations & safe, cost effective, and sustainable. Maintenance Provider has the financial capability and experience for the long term JCI currently provides products and services to success of the owners. Johnson Controls major sporting venues across North America. International, PLC has a market capitalization Johnson Controls pursues these landmark exceeding $37B along with a BBB+ credit facilities to gain the notoriety of supplying rating. As the leading operations and building technologies to well known, heavily maintenance provider for P3 projects, JCI has marketed sports venues. As such, they have over $9B in energy, efficiency, performance, supplied systems and provide services to and availability guarantees outstanding. many stadiums, arenas, and complexes. In some cases, they also provide Operations & JCI is committed to helping its customers Maintenance services including acting as a maximize engagement with as many local and Service Provider for an early adapter of the P3 diverse businesses as possible. JCI conducts model in London, Canada. Budweiser business with more than 400 diverse suppliers, Gardens (previously the John Labatt Center) representing more than 30 product and service was developed and built utilizing the Design categories. JCI has purchased an average of Build Finance & Maintain model and has now nearly $1.2 billion of services and goods from been operational for over 17 years with an diverse suppliers over the past ten years and excellent service history. As an Operations & has been acknowledged as the Chicago Minority Maintenance service provider, JCI leads the Supplier Development Council’s Corporation P3 marketplace, with 37 projects in various of the Year for their commitment to economic asset classes, including civic buildings, inclusion. hospitals, higher education facilities, K-12 schools, detention centers, data centers, ROLE: transportation, and courthouses. These As Facilities Management Service Provider, projects carry full risk transfer under a fixed JCI will assume all facilities management and cost model with the potential for escalating maintenance responsibilities for the Project service penalties throughout a 30+ year including providing financial guarantees for concession term. By implementing their world Operations & Maintenance, life cycle, and class building system equipment and expertise, energy performance (if required). JOHNSON CONTROLS, INC. (JCI) PROJECT EXPERIENCE BUDWEISER GARDENS- The Budweiser Gardens in London, Ontario was built under LONDON, ON a Design, Build, Finance and Maintain model and completed in 2002. The first of its kind built under this procurement model, this 214,000 square foot, 9,100-seat spectator venue is being operated and maintained by Johnson Controls in the 17th year of operations. Johnson Controls actively participated in the design phase of the project to ensure long term cost effectiveness of the building systems. In addition, Johnson Controls leveraged their experience from the nearby Air Canada Centre in nearby Toronto, Ontario to integrate available data from the building automation to the ice plant equipment to improve energy efficiency and create the perfect environmental conditions to make high quality ice conditions. MILLER PARK-MILWAUKEE, WI Johnson Controls participated in the stadium project from the outset of the design period to deliver state of the art building technology systems as well as ensure long term cost efficiencies of stadium operations. The stadium, which opened in 2001, cost $400 million to build and takes millions of dollars a year to operate. Those costs motivated the occupants to seek every possible energy efficiency and operational savings opportunity. For that, they partnered with Johnson Controls to take advantage of our sophisticated building technology systems and operations expertise. Johnson Controls has fourteen (14) on-site employees responsible for the operations and maintenance of mechanical equipment, fire alarm, lighting, central plant, and other general maintenance services. LONG BEACH CIVIC CENTER- The Long Beach Civic Center (LBCC) project includes the LONG BEACH, CA creation of a New City Hall, Main Library, and Port of Long Beach Headquarters, as well as a revitalized Lincoln Park and parking facilities. The project also includes a complementary private development in downtown Long Beach. The Project is the first hybrid DBFOM or P3 deal in North America combining both public infrastructure and private development components within a single project. This hybrid approach enabled the City to achieve its affordability targets.

Johnson Controls provides all Operations & Maintenance services including guaranteeing the cost of Operatinos & Maintenance, life cycle costs of building systems, and energy performance for the forty (40) year term of the concession agreement. Johnson Controls was integrated into the design and construction of the project to ensure the building and its systems would operate as expected to meet the financial guarantees. Johnson Controls utilized their own manufactured building systems, services, and technologies to benefit the project and further ensure long term guaranteed operational outcomes.

RANCH DEVELOPMENT PARTNERS 19 UNDERWRITER

Royal Bank of Canada Underwriting departments. The Firm’s (“RBC”), the parent Municipal Markets Group represents one of company of RBC the largest fixed income municipal investment Capital Markets, LLC banking operations in the country, serving (“RBCCM” or the “Firm”), private sector, public sector, and nonprofit is a publicly-owned, clients in all 50 states. RBCCM is a consistent diversified global financial services company top-5 ranked senior manager since 2011. and a leading provider of financial products and RBCCM was the #4 ranked senior manager services in personal and commercial banking, of negotiated bond issues nationally by individual and institutional asset management, par amount in 2018 and 2019 YTD, and has insurance, trusts, commodities, investment increased its market share to 8.4% in 2019 banking, interest rate and currency swaps, YTD. Our municipal franchise benefits from a as well as a complete array of other financial very successful large issuer and specialized products. In operation since 1869, RBC serves sector practice, which includes bankers over 16 million corporate, governmental, and that specialize in project finance and P3 individual clients through the effort of 80,000 transactions. employees in 39 countries. RBC has a market capitalization of approximately $100 billion (as The Municipal Markets Group presently of January 3, operates 27 offices across the country, 2019) which ranks as the 5th largest financial including an office in Denver. Our municipal institution in North America. With a strong market offices are staffed with municipal capital base and consistent financial finance bankers that have significant expertise performance, RBC is one of the highest rated coupled with considerable knowledge, of their firms operating in the municipal industry (Aa2/ specific market’s economy, demographics, and AA-/AA) and is among the strongest and safest municipal finance procedures/regulations. financial institutions in the world. Our staff totals 321professionals, of which 160 are investment bankers, 4 are direct private RBCCM, an indirect wholly-owned broker- purchase and lending professionals, 5 are dealer subsidiary of RBC, is headquartered municipal products/derivative professionals, 54 in New York City and houses the Municipal are sales, trading, and underwriting specialists Finance Investment Banking and Municipal (49 long-term professionals and 5 short-term Markets Groups. RBCCM is a fullservice global professionals) and 98 are dedicated to their Tax investment bank with over 7,200 professionals Credit Equity Group. and support staff operating from 71 offices in 15 countries. COLORADO PRESENCE RBCCM has a strong presence within the State RBCCM’S MUNICIPAL MARKETS GROUP of Colorado. RBCCM is the #1 senior manager OVERVIEW of negotiated bond issues in Colorado from The Municipal Markets Group is comprised of 2017 to 2019 YTD, representing over 20% of the Municipal Finance, Municipal Products, the market share. RBC Wealth Management Tax Credit Equity, and Sales, Trading and currently maintains 7 offices within the State with 66 professionals, including an office in • LAX Consolidated Rent-A-Car Facility Fort Collins. That group manages over 28,000 (consortium with Fengate - 2018) – accounts within the State totaling $9.7 billion availability payment structure as a lead in assets. Additionally, the RBCCM Tax Credit private placement agent; Equity group has invested $175 million in 22 • Colorado Central 70 (2017) – Colorado low income housing properties (2,140 units) availability payment structure as a lead throughout the State. underwriter; and • Maryland Purple Line (2016) – transit The RBCCM municipal finance group has availability payment structure with a Fluor longstanding relationships in Northern parent company guarantee for operations Colorado, having served clients including as a lead underwriter. Colorado State University, the City of Fort Collins and the Fort Collins Urban Renewal Additionally, RBCCM is currently engaged as Authority, Poudre School District, Weld County financial advisor on the Phoenix Sky Harbor P3 School District RE-4 (Windsor Schools), and project. The project is focused on operating, Centerra Metropolitan Districts. maintaining, and expanding the parking facilities at Phoenix Sky Harbor International FIRM EXPERIENCE Airport under a long-term leasehold concession Public Private Partnerships along with a design, build, finance, operate and RBCCM is a market leader in the global maintain (“DBFOM”) of an upscale hotel at the infrastructure/P3 market through their airport. infrastructure finance platform that contains over 60 professionals around the world covering NORTH AMERICAN GREENFIELD AND projects in the U.S., Canada, UK, Europe, BROWNFIELD INFRASTRUCTURE EXPERIENCE Asia, and Australia. These professionals have AND QUALIFICATIONS relationships and deal experience with financial In the broader North American P3 market, sponsors, infrastructure funds, operators, and including both greenfield and brownfield other key parties to a P3 transaction. RBCCM is transactions, RBCCM is the undisputed #1 a leading underwriter, lender, and advisor for P3 advisor and bond arranger. transactions, having been engaged in over 70% of the 60+ P3 transactions that have come to market in the U.S.

US AVAILABILITY PAYMENT P3 EXPERIENCE AND QUALIFICATIONS RBCCM has supported various sponsors as either FA and/or underwriter on bids related to nearly every U.S. greenfield P3 project since 2006. This experience includes successfully closing as lead underwriter and/or placement agent for the following three availability payment projects:

RANCH DEVELOPMENT PARTNERS 21 FINANCIAL ADVISOR

people working together as a team are their Founded in 1895 and competitive advantage. headquartered in Minneapolis, Minnesota, As they serve, Piper Jaffray is committed to Piper Jaffray Companies these core values: (NYSE: PJC) is a client- • Always place their clients’ interests first focused, full-service investment banking firm • Conduct themselves with integrity and dedicated to delivering superior financial respect and treat others with respect advice, transaction execution, and investment • Work in partnership with their clients and products within selected sectors of the each other financial services marketplace. Piper Jaffray • Attract, retain, and develop a diverse is divided into two primary segments: 1) group of the best people in a high-quality, public finance and fixed income services, inclusive environment and 2) investment banking and equities. • Contribute their talents and resources to Public finance-related revenues account for serve the communities in which they live approximately 33% of firm revenues, making it and work a key business line for Piper Jaffray. PUBLIC FINANCE SERVICES OWNERSHIP AND PHILOSOPHY The Piper Jaffray public finance group is Piper Jaffray & Co. is a subsidiary and the staffed by 135 investment bankers in 38 primary operating entity of the holding offices. Their investment bankers possess company Piper Jaffray Companies. Piper the understanding, knowledge and creativity Jaffray is regionally based, with offices needed to meet the capital needs of a diverse primarily in the Midwest, Rocky Mountain, group of public sector, non-profit and for-profit Southwest, Eastern, and Pacific Coast debt issuers. states. Piper Jaffray’s 1,242 employees serve corporations, government, non-profit entities, They are committed to and capable of meeting and institutional investors on an international the financing needs of clients of all sizes. basis. Piper Jaffray is a national leader in their The public finance group is able to provide areas of focus. top-quality service to clients by having their investment bankers located strategically Piper Jaffray has a philosophy that emphasizes throughout the country. They are members of steady growth through financial strength, their local communities, which enables them to honoring a commitment to client service, and readily respond to their clients’ requests. providing a quality work environment for its employees. These values are reflected in the Importance of Public Finance at Piper Jaffray company’s guiding principles below. The Piper Jaffray public finance business is a longstanding, integral part of their capital Piper Jaffray creates and implements superior markets participation. The current head of financial solutions for their clients. Serving public finance, Frank Fairman, reports directly clients is their fundamental purpose. to their President, Deb Schoneman. Public Piper Jaffray earns their clients’ trust by finance-related revenues comprise a healthy delivering the best guidance and service. Great portion of their overall firm revenues. For most bulge bracket banks, less than 1% of revenue separate issues totaling $5.4 billion (Source: comes from public finance. In 2018, Piper Thomson Reuters). Jaffray senior managed 584 issues (negotiated, competitive and private placements), FIRM CAPITAL demonstrating their municipal bond focus Piper Jaffray has the experience, qualifications and satisfied client base (Source: Thomson and capital required to serve as underwriter for Reuters). their clients’ bonds.

GROWING PUBLIC FINANCE FRANCHISE The firm’s uncommitted excess net capital Piper Jaffray has long been a leading as of March 31, 2019 was $213.6 million, with underwriter of municipal bonds and their public no set limit on the amount of capital that can finance group has continued to grow. Since the be committed to a transaction. Piper Jaffray beginning of 2008, they have opened 17 new regards its capital as a resource to its clients public finance offices and 11 new sales offices. to assure that their issues are fairly priced Their public finance group has grown from 100 and effectively distributed. Piper Jaffray’s bankers in 20 office locations in 2008 to 135 strong balance sheet and commitment to bankers in 38 locations today. Public Finance enables the firm to dedicate up to $500mm in underwriting capacity on a With their employees strategically located day to day basis. Their underwriting desk has throughout the country, Piper Jaffray offers an standing authority to take down $100 million in-depth understanding of the local markets worth of bonds in a single transaction and may and issues affecting their clients’ financing commit more on a per-transaction basis with success. Being close to their clients allows management approval. them to provide a superior level of service and guidance. The fixed income sales team consists of 103 sales people in 21 locations who specialize In a market characterized by extreme volatility in selling municipal bonds to large, national over the past few years and significant changes institutional investors. This sales group covers in the banking industry landscape, Piper Jaffray Tier I institutions (defined by Wall Street as has continued to thrive and grow. They have top 100 accounts), investment funds of all added bankers, sales professionals, and traders types, insurance companies, large banks and in a variety of market segments and have trust departments, and money managers. The continued to commit capital to support their institutional ability of Piper Jaffray to distribute clients’ financing needs. During this time, the municipal bonds is unsurpassed within their firm’s emphasis on and commitment to serving region and exceeds many national firms. Their their municipal market clients has never sales force is among the nation’s largest and wavered. provides them with the capability to sell a wide variety of taxable and other specialized fixed- In 2018, the group managed 440 negotiated income products, in addition to their traditional bond issues totaling $34 billion, 298 of which municipal bond business. were sole or senior managed. In addition, the department served as a financial advisor on 178

RANCH DEVELOPMENT PARTNERS 23 TRADING understanding of credit ensuring that unique Piper Jaffray has 27 traders located in details are communicated to and understood Baltimore, Charlotte, Chicago, El Segundo, by potential investors. Piper Jaffray’s Special Milwaukee, Minneapolis, New York City, Red Situations Team assisted with over 250 Bank, and Seattle. In 2018, these traders transactions raising over $7 billion in capital completed 411 negotiated and competitive since 2012. Areas of particular expertise sole or senior managed municipal bond issues include charter schools, healthcare, senior (Source: Thomson Reuters). Their traders are housing, multi-family housing, student housing, committed to making a primary and secondary higher education, hospitality (hotels, etc.), tax market in as many municipal securities as increment financing, special tax/assessment possible, including both larger, rated issues, bonds, general obligation bonds, and Native and smaller, unrated issues. The traders are American gaming. responsible for assuring an adequate supply of bonds to meet the needs of their institutional Piper Jaffray also maintains a private sales forces and their investor clients. The fixed placement desk with 2 dedicated placement income services group carries an average fixed sales people who manage relationships with income daily bond inventory of approximately over 200 banks and investors interested $400 million in long- and short-term municipal in private placements and syndicated bonds. This capital commitment to the loans. Our placement team maintains daily secondary market varies due to changes to communications with these investors, economic conditions and/or investor demand. developing extensive knowledge of their criteria and portfolio holdings and providing HIGH-YIELD MUNICIPALS TEAM issuer clients up-to-date knowledge of market Piper Jaffray maintains a dedicated sales and conditions. Piper Jaffray’s Private Placement underwriting team to support complicated team handled over 957 long-term transactions special situation transactions, such as low raising over $11.3 billion in capital since 2014 investment grade, non-investment grade (Source: Thomson Reuters). and non-rated credits, as well as unique transactions that require a specialized marketing effort and private placements. Piper Jaffray’s 7-member special situation team includes three traders and underwriters, two sales people, and two credit analysts focused on crafting the appropriate security structure and pricing to meet the unique demands of this sector of the market. The Special Situation sales force is unique in the industry, providing sector expertise and direct contact to major institutional high yield investors, complementing their traditional sales efforts. The team is involved in a transaction from beginning to end, developing a thorough 2.2 ORGANIZATION PROFILE, SALES BROCHURE OR OTHER DOCUMENTARY INFORMATION PERTAINING TO YOUR ORGANIZATION

The Ranch Development Partners is strategically structured, bringing together best-in-class firms with a strong local and global reach to deliver finance, design, construction, and facilities management. As an integrated team, we are best able to efficiently deliver the new Ranch Events Complex.

We combine some of the most capable and successful developers, contractors, high-rise engineers, and facilities managers. Our demonstrated success is based on our technical expertise, our proven capability to innovate, our local track record, and our decades of experience in successfully raising project financing.

RANCH DEVELOPMENT PARTNERS 25 ORGANIZATION CHART

Larimer County

DEVELOPERS LENDERS THE RANCH FENGATE/WATER VALLEY DEVELOPMENT RBC / PIPER JAFFRAY Fengate: PARTNERS RBC: Mac Bell, Patrick Freer Jon Moellenberg, Andrew Mendelson Water Valley: Piper Jaffary: Martin Lind, Gary Kerr P. Jonathan Heroux, Peter J. Phillippi

DESIGN- FACILITIES ACTIVATION BUILDERS MAINTENANCE PARTNER

PCL CONSTRUCTION JOHNSON CONTROLS PERKINS & WILL Mike Davis PCL: Lee Clayton, Dale Koger Perkins & Will Michael Harvey, Don Dethlefs

DESIGN LOCAL CONSULTANTS SUBCONTRACTORS

PERKINS & WILL YAEGER ARCHITECTURE MARTIN AND MARTIN ME ENGINEERS

We have structured our team to facilitate a seamless transition between the development and delivery phases of the Project. 2.3 RESUMES OF KEY PERSONNEL AND PRINCIPALS OF THE ORGANIZATION

The Ranch Development Partners is an integrated consortium of leading organizations combining best-in-class global experience and resources with leading local knowledge and delivery capabilities. Together we offer our collective expertise in performance-based P3 delivery; iconic building design; high quality, fixed-price construction; and efficient facilities management. A few key staff members are listed below; however, the resources available to The Ranch Events Complex projects are extensive.

COMBINED WE BRING:

100+ P3 PROJECTS

RAISED IN PROJECT FINANCE DEBT $20B PROVIDING MAINTENANCE AND LIFECYCLE ON P3 PROJECTS 35 ACRES UNDER DEVELOPMENT NEAR THE PROJECT SITE 4,000

RANCH DEVELOPMENT PARTNERS 27 MAC BELL Director, Head of P3 Investments – Fengate Working exclusively to originate and deliver high performance infrastructure assets on behalf of Fengate’s investor funds, Mac is responsible for opportunity analysis, bid direction, and transaction execution where he leads integrated multi-partner design-build-finance-maintain consortia through the development and financing of major Public-Private Partnership projects. To this end, Mac takes a leadership role in Fengate’s key strategic pursuits. Mac’s most recent Public-Private Partnership highlights include his recent role as Bid Director for LA Gateway Partners (a consortium of PCL, Fengate, and Johnson Controls) on its successful bid for the $1.3 billion LAX ConRAC Project as well as his role as Project Director for Fengate PCL Progress Partners (also a consortium of PCL, Fengate, and Johnson Controls) for the C$1.2 Macdonald Block Reconstruction Project. Mac brings a wealth of experience having led the winning consortiums Mac will be responsible for all aspects of bid delivery, including the negotiation of the Project for some of the largest Public-Private Agreement, negotiation of the consortium’s contractual arrangements with its design-build, facilities Partnership projects procured in management, and activation partners, and leading the development of the consortium’s financing North America. Mac will leverage this structure and documentation. Mac will be authorized to direct the Project’s financing process, experience to maximize value-for- manage the commercial discussions with a group of potential debt financiers, allocate risk within money for the County by ensuring the the consortium and ensure it is aligned with the best possible funding solution. Mac will also lead the optimal financing is achieved through financial, commercial, and technical due diligence reviews and ultimately achieve commercial and creative structuring, eliminating financial close in a manner that satisfies the objectives of the County, Ranch Development Partners, project risk, and guiding lenders to and the stakeholders of the Project. accept innovations that create value. SELECTED EXPERIENCE Over the past several years, Mac successfully fulfilled similar responsibilities on the following projects: • Macdonald Block Reconstruction, Toronto, ON (C$1.2 billion, 2019) • EWR ConRAC Facility, Newark, NJ ($650 million, 2019) • LAX ConRAC Facility, Los Angeles, CA ($1.3 billion, 2018) • Valley Line Light Rail Transit, Edmonton, AB (C$1.7 billion, 2016) • Emily Carr University of Art + Design, Vancouver, BC (C$110 million, 2015) • Oakville Trafalgar Memorial Hospital, Oakville, ON (C$1.3 billion, 2011)

PATRICK FREER Senior Vice President, Asset Management – Fengate As the commercial and relationship lead for Fengate’s asset management team, Patrick is responsible for both construction and operations of each project, as well as ongoing client communications and business development. His role includes overseeing Fengate’s asset management team’s proactive engagement with its clients and partners to ensure that highly complex projects are completed on time and on budget and, during operations, that project deliverables, asset performance and stakeholder expectations are achieved.

Prior to joining Fengate, Patrick worked in PPP and private sector construction, project management, and bid management on projects throughout North America with Graham Construction, Bilfinger Project Investments, Acciona, and Stantec Consulting. He has spent the majority of his career with a Having dedicated the majority of his specific focus on construction administration, legal and commercial negotiations, risk analysis and career to the project management of mitigation, as well as project management on jobs ranging from C$50 million to C$1 billion. infrastructure projects, Patrick will oversee the development, construction Since joining Fengate, Patrick has been involved in all facets of infrastructure asset management and operations of the Project and will including transition planning and execution, managing client and service provider relationships, integrate best practices, design tips, and resolving contractual matters. In his role for the Ranch, Patrick will leverage experience and lessons learned to ensure The managing a wide range of activities relevant to leading PPP project teams through construction Ranch operates safely and efficiently and into operations including capital planning, construction, commissioning, and ongoing facilities for the County and its stakeholders. operations.

SELECTED EXPERIENCE Over the past several years, Patrick successfully fulfilled similar responsibilities on the following projects: • LAX ConRAC Facility, Los Angeles, CA ($1.3 billion, 2018) • Inter Pipeline Central Utility Block, Edmonton, AB (C$600 million, 2018) • Valley Line Light Rail Transit, Edmonton, AB (C$1.7 billion, 2016) • Providence Care Hospital, Kingston, ON (C$406 million, 2013) • Oakville Trafalgar Memorial Hospital, Oakville, ON (C$1.3 billion, 2011) MARTIN LIND Founder, Owner, and President – The Water Valley Land Companies A fourth-generation, lifelong resident of Northern Colorado and a farmer by birth, Martin Lind is a self-made man who, after two consecutive years of his crops destroyed by hail, “started his business career with two part-time jobs and a negative net worth.” 34 years later, Mr. Lind, through tenacious hard work and an unwavering commitment to Northern Colorado, has established the region’s preeminent real estate development firm and one of its top businesses.

By reputation, Mr. Lind is a man of strong convictions and character. He is a visionary leader who can articulate his dreams and plans in compelling terms, present his ideas with great passion, and build strong support from a wide and diverse group of constituents. He is profoundly committed to his community and has worked tirelessly to enhance the region and improve the quality of life. As a lifelong resident and compelling advocate for Northern Colorado, Martin Mr. Lind’s business activities are limited exclusively to Northern Colorado, where he invests and Lind offers vision and impetus to the reinvests his time, energy, and resources to create beautiful, high-quality real estate developments respondent. Providing guidance and and world-class experiences. A representation of Lind’s projects includes the master-planned leadership, he will be actively and communities of Water Valley and Raindance, the experiential, destination development of The Brands materially engaged in this project from at The Ranch, work to expand and redevelop the Northern Colorado Regional Airport, and numerous start to finish and will be working with other residential, commercial, industrial, and retail developments within the region. In addition to real all constituents to assure the project is estate, Mr. Lind is involved in numerous other business activities within Northern Colorado, including a success. oil and gas, water and water resources, and professional sports.

Since its inception, Mr. Lind has been a leading sponsor and advocate for the creation and development of The Ranch (Larimer County Fair Grounds and Events Center complex). Mr. Lind and his companies played a key role in acquiring the land for the complex, bought the first sponsorship for the complex ($1,000,000 for naming rights); played the lead role in procuring the Anheuser Busch sponsorship of the Budweiser Events Center, and, at no cost to Larimer County, built the roads and other infrastructure required for the Embassy Suites to locate on County land within the complex. Perhaps most importantly, as owner and CEO of Northern Colorado’s American Hockey League team – The Colorado Eagles, he assured that the Budweiser Events Center had a winning tenant since its inception.

GARY KERR GM and Chief Financial Officer – The Water Valley Land Companies A third-generation Colorado native, Gary Kerr is a consummate senior executive and business professional who brings to Water Valley 41 years of successful multi-industry and multi-discipline experience in both large-public and entrepreneurial environments. His general management assignments include running companies and/or business units engaged in private equity and debt, financial services, real estate development and investments, software development, advertising, and oil and gas exploration. He has a successful track record of starting, developing, and running companies, executing growth strategies, sourcing and raising significant sums of capital, and orchestrating successful restructures and turnarounds.

Mr. Kerr started with Water Valley in 2009 and he is credited with helping the Company orchestrate A Colorado native and fervent a financial turnaround and survive the “great recession,” sourcing significant sums of new debt and supporter of Northern Colorado, Gary equity capital, evolving and adjusting the Company’s leadership and operations, and repositioning Kerr is a member of the respondent’s and preparing the Company for significant growth and ongoing success. Mr. Kerr is a strong leader executive and financial leadership that has influence over all elements of the organization and its projects. His ongoing responsibilities team. He will play an ongoing include a senior executive role over all business units and working to assure the prosperity and and active role in the executive wellbeing of the organization. Mr. Kerr also acts as the General Manager and CFO of each of the 22 management of the project and Metro Districts associated with the Company’s developments. As such, he possesses significant a material role in structuring and practical experience and subject matter expertise in municipal and tax increment finance, as well managing its financing as the hybrid use of public and private financing methods to fund capital expansion and the ongoing operations of large-scale real estate developments.

Mr. Kerr plays a key role in assembling and managing the large number of outsource organizations and professionals that the Company relies on to conduct its operations, source capital, and administer its associated metro districts. He has played a primary role in assembling the exceptional team that comprises the Ranch Development Partners (respondent to the Larimer County RFI) and is actively involved in the day-to-day leadership of this organization and its initiative.

RANCH DEVELOPMENT PARTNERS 29 Jon Moellenberg Managing Director – RBCCM SELECTED EXPERIENCE Jon Moellenberg serves as Manager of RBC’s Denver Public Finance office, leading the firm’s efforts in the Rocky Mountain Region. He has more than 20 years of experience serving state and local government clients on more than $20 billion in securities and financial products in 17 different states. Jon frequently serves Colorado’s largest issuers: the State of Colorado, University of Colorado, Colorado State University, Colorado Department of Transportation, City and County of Denver, and Denver Regional Transportation District. Jon has led redevelopment financing transactions in Denver and Fort Collins, and special district financings for developer-led projects throughout Colorado, including Aspen Grove, Aspen Park, Briargate Center, Canterberry Crossing, Centerra, Deer Creek, Highland Row, Larkridge, Lincoln Meadows, and Rampart Range. A fourth generation native of Colorado, Jon holds a Bachelor of Science Jon’s P3 experience includes Bookrunning Senior Manager for $474,935,000 Fixed Rate Sales Tax degree in Business Administration/ Revenue Bonds (FasTracks Project) for RTD’s R Line LRT service through Aurora and Bookrunning Finance from Colorado State Senior Manager for $251,680,000 Oklahoma Development Finance Authority (University of Oklahoma University and a Juris Doctor degree Project) for the University’s Cross Village Project to fund student housing, retail, and parking facilities. from the University of Colorado School Jon has also led financings to build or renovate stadiums at Colorado State University, the University of Law. of Colorado and the University of Oklahoma, and served as co-lead alongside Andrew Mendelson on RBC’s lead role in $114.66 million Revenue Bonds for the Colorado Bridge Enterprise Central 70 Project noted in Andrew’s resume below.

Andrew Mendelson Director – RBCCM Andrew Mendelson specializes in public-private partnerships, project finance, and municipal transportation finance with expertise and experience that includes tax-exempt and taxable transactions with various revenue streams, including sales tax, demand risk, and availability payment financings.

Andrew’s P3 experience includes serving as Joint Lead Private Placement Agent for the $458 million Senior Notes for the LAX ConRAC Project, Bookrunning Senior Manager for the $114.66 million Revenue Bonds for the Colorado Bridge Enterprise Central 70 Project, and Joint-Lead Senior Manager for the $313 million Revenue Bonds for the Maryland Purple Line Light Rail Project, among others. Mr. Mendelson also led the project/P3 financial advisory team of the North Texas Tollway Authority (NTTA) Andrew’s past experience with Fengate that structured over $14.1 billion of debt between 2007 and 2011, including a $418 million TIFIA Loan. includes work on the LAX ConRAC Project as well as providing letters of support for projects in various industries including transportation, technology, and social infrastructure. P. Jonathan Heroux Managing Director – Piper Jaffray P. Jonathan Heroux is a managing director in the public finance investment banking group and leads the Piper Jaffray Denver office. He has worked with municipal issuers and developers in Colorado and Montana. Since joining Piper Jaffray in 1993 as an associate, he has served as either sole or senior underwriter on more than $6.5 billion of municipal bonds, financial advisor on more than $4.0 billion of municipal bonds, and placement agent on more than $350 million of municipal bonds.

Prior to joining Piper Jaffray, Mr. Heroux was an analyst at Shearson Lehman Hutton in New York. Mr. Heroux has a broad range of experience with various types of financings, including fixed and variable rate, certificates of participation, and derivative-type transactions. He also served as a former president of the Colorado Municipal Bond Dealers Association. Mr. Heroux has worked with Water Valley Land Company for the last several years in the role of advisor on numerous development projects in Larimer County. He has worked with issuers in Larimer County since 1991, including the County itself on a Certificates of Participation issue for the courthouse and jail facility.

Peter J. Phillippi Managing Director – Piper Jaffray Peter J. Phillippi is a managing director in the public finance investment banking group at Piper Jaffray and head of the hospitality finance group. He has more than 27 years of investment banking experience that includes hotel, convention and conference center, general state and local government, real estate, project revenue, and specialty-lease financings with an emphasis on public- private partnerships. Mr. Phillippi's primary focus for the past 20 years has been financing convention center and conference center hotel projects. As the director of the hospitality group, he is responsible for managing the group’s efforts in originating taxable and tax-exempt bond and loan issues for hotel real estate and other project revenue engagements. Mr. Phillippi has successfully completed more than $25 billion in financings.

RANCH DEVELOPMENT PARTNERS 31 LEE CLAYTON P3 Commercial Manager – PCL As the Applicant Lead’s Project Executive, Lee will lead PCL through the Bid phase. He will coordinate the relationships between the project team and the Finance Team. As Finance Team lead, Lee will provide general oversight and strategic direction for the financing solution supporting the Project, and will interface with the lenders and their various due diligence advisors as well as rating agencies, if applicable. In addition, Lee will provide support to the Project during the construction phase. This dual role (Project Executive and Finance Team Lead) ensures the highest degree of integration and efficiency in the design and implementation of PCL’s funding strategy by the Finance Team. Additionally, Lee will be instrumental in ensuring that lenders are comfortable with PCL’s approach to risk mitigation.

Lee has 33 years experience in the SELECTED EXPERIENCE construction industry with a sound • Toronto Pan Am Sports Centre blend of commercial, technical, and • LAX – ConRAC operational skills gained from • Mosaic Stadium | Regina Revitalization Initiative Stadium Project a wide variety of projects in the • Humber River Regional Hospital building, utilities, and civil engineering • Markham Stouffville Hospital Redevelopment sectors. He is responsible for leading • CIBC Pan Am/Parapan Am Aquatics Centre and Field House PCL’s P3 pursuits both during the • St. Joseph’s Healthcare Hamilton West 5th Campus Redevelopment pursuit, preferred proponent, and • Bridgepoint Active Healthcare operations phases. Lee’s duties also • Kingston General Hospital Redevelopment include managing and developing • Iqaluit International Airport Improvement Project P3 Pursuit relationships with local funders, • Southwest Rapid Transit Corridor - Stage 1: Osborne Station & Associated Works sponsors, and other consortium • Communications Security Establishment Canada Long Term Accommodation Project members. He leads or assists in • Ron Joyce Children’s Health Centre securing financing and placing of • Peel Memorial Centre for Integrated Health & Wellness equity where appropriate.

Dale Koger Vice President and General Manager | Sports Division – PCL Industry Leadership: Dale has served on the national Boards of Directors of the American Institute of Constructors and the Construction Management Association of America. Highly regarded as a leader in sports facility development, he has made more than a dozen presentations and participated in numerous panel discussions regarding future trends in sports facility design and construction.

Industry Recognition: In May 2004, Dale was included in SportsBusiness Journal’s list of the “Twenty Most Influential People in Sports Facility Design, Architecture and Development.” Ranked seventh, Koger was the highest ranked construction management or program management professional on the list. In April 2008, Koger was named by SportsBusiness Journal as one of the Top 10 “Newsmakers” in sports facility development and management in the last decade. The primary achievement cited As Vice President and General Manager by the magazine was his leadership in having delivered nine new or significantly renovated football of PCL’s Sports Division, Dale is stadiums in a 29-day period in the fall of 2003. Koger was one of only four persons included in both the responsible for leading the company’s 2004 and 2008 SportsBusiness Journal lists of leading industry professionals. work for professional, collegiate, and municipal sports venues. With 42 years In April 2016, Koger continued to be recognized as a leader in the industry, being included in of experience in business planning, SportsBusiness Journal’s list of “Power Players: The Minds Behind Design and Development.” development, preconstruction planning, and construction operations, SELECTED EXPERIENCE Dale has provided significant enver, CO, 2001, $402 million leadership for some of the most iconic • Broncos Stadium (formerly Sports Authority Field at Mile High), D Denver, CO, 2007, $67 million sports and entertainment venues • Dick’s Sporting Goods Park, Sacramento, CA, 2016, $272 million of our lifetime, including the largest • Golden 1 Center, New York, NY, 2013, $800 million sports facility in history. His work • Madison Square Garden Transformation, Orlando, FL, 2010, $292 million spans across the US, Canada, Europe, • Amway Center, Ontario, CA, 2008, $118 million Asia, and the Caribbean, totaling • Citizen’s Business Bank Arena, Anaheim, CA, 2016, $155 million more than $23 billion in sports venue • Anaheim Convention Center Expansion, Cleveland, OH, 2013, $350 million development. • Cleveland Convention Center, • Virginia Beach Convention Center Expansion, Virginia Beach, VA, 2007, $160 million MIKE DAVIS Regional General Manager – Johnson Controls Mr. Davis has a plethora of experience in the capacity of operations and maintenance management, which includes: • Developing operations, maintenance and lifecycle solutions that are tailored to the performance requirements of stakeholders, • Hiring and training of site staff, • Initiating the operational model based on Johnson Controls’ best practices and corporate standards, • Providing leadership, guidance, and specialized consulting to the design and construction team in areas specific to the facilities management Operations & Maintenance works requirements, • Managing and overseeing the Johnson Controls’ Transition team through the transition period In the role of Lead Operations & and guiding the successful start-up of services for the facilities management phase of projects. Maintenance Manager, Mike will initiate the Project for Johnson Controls Mike will be ultimately responsible for providing oversight, direction, and guidance for the operations following financial close. and maintenance team of the civic facility and will be the Regional Management representative He will be responsible to build the directly engaged with the City. He will be accountable for providing leadership as well as a fully Operations & Maintenance team integrated contributor to all phases of the design development process to ensure the Project receives to ultimately fulfill the project the full benefit of his lessons learned from successfully transitioned and operated projects requirements across the operating term. Mike has initiated services in SELECTED EXPERIENCE four other US P3 projects including • Long Beach Courthouse, Los Angeles, CA, $495M Long Beach Courthouse, Long Beach • Long Beach Civic Center, Los Angeles, CA, $520M Civic Center, UC Merced, and Kansas • University of California, Merced 2020, Oakland, CA $1.35B University. He will hire all staff and deploy an experienced Transition team to ready the facility for operations.

MICHAEL HARVEY Project Director of Delivery – Perkins&Will Mike’s technical abilities and attention to detail make him a natural to lead large, complicated projects. With design and management experience on more than two dozen arena projects, Mike has a comprehensive understanding of spectator venue design and construction. Mike has an in-depth understanding of the operational challenges of event center owners and managers.

SELECTED EXPERIENCE • MTS Centre, True North Sports + Entertainment, , ( with PCL Construction) • City of Cedar Park Cedar Park Event Center, Cedar Park, Texas • City of Sioux Falls Denny Sanford Premier Center & Convention Center Connection, Sioux Falls, Inheriting a passion for construction South Dakota and architecture from his grandfather, • City of Allentown PPL Center & Mixed Used Development, Allentown, Pennsylvania Mike has always had a foundation in • University of Michigan Crisler Center Renovation/Expansion, William Davidson Player the industry. Mike has worked on over Development Center, Ann Arbor, Michigan two dozen multi-use sports arena • Pepperdine University Event Center & Parking Garage Malibu, California projects and has a comprehensive • Lorette Community Complex & Ice Arena, Lorette, Manitoba ( with PCL Construction) understanding of both the spectator • Twin Ice Prototype, Canada ( with PCL Construction) venue as well as the construction • True North Sports + Entertainment Iceplex Practice Facility , Winnipeg, process. Manitoba • City of Independence, Independence Events Center + Community Ice, Independence, Missouri • City of Bangor Cross Insurance Event and Conference Center, Bangor, Maine • City of Dodge City United Wireless Arena & Magouirk Conference Center, Dodge City, Kansas • The University of Nevada at Las Vegas Thomas & Mack Center & Renovations, Las Vegas, Nevada • City of Rapid City Arena, Rapid City, South Dakota

RANCH DEVELOPMENT PARTNERS 33 DON DETHLEFS Design Principal | Arenas, Equestrian, Amphitheater – Perkins&Will As Sports, Recreation, and Entertainment Global Practice Leader of Perkins&Will, Don has built a reputation as one of the nation’s premier designers of the most successful, cost-effective, and award- winning arenas, equestrian/expo facilities, amphitheaters, and mixed-use entertainment destination districts in the nation. He prides himself on his ability to listen and put the wants and needs of the client ahead of all other project criteria.

SELECTED EXPERIENCE • PPL Center & Mixed Use Development, Allentown, Pennsylvania • Arena + Canal District Development, Rapid City, South Dakota • Denny Sanford Premier Center & Site Study, Sioux Falls, South Dakota Don likes to give back to his community • Ford Center and Chesapeake Energy Arena NBA Renovation, Oklahoma City, Oklahoma in his free time. He volunteers for • Target Center Renovation (Home of the NBA Timberwolves), Minneapolis, Minnesota Project Angel Heart, the Denver- • Bell MTS Centre and 2011 NHL Reno, Winnipeg, Manitoba based nonprofit organization focused • HP Pavilion and SAP Center Renovation Studies and AHL Ice Facility, San Jose, California on providing food and assistance to • Pepsi Center Lexus Club, Denver, Colorado individuals in need. He is engaged with • 1st Bank Event Center, Broomfield, Colorado the AIA’s Denver chapter and sits on • Allen Event Center + Community Ice, Allen, Texas the board of his neighborhood park, • City of Independence, Independence Events Center + Community Ice Independence, Missouri the 80-acre Cheeseman Park. • University of Nevada, Las Vegas, Thomas & Mack Center and Renovations, Las Vegas, Nevada • South Point Arena, Las Vegas, Nevada • Horse Lovers Park Improvements, Phoenix, Arizona • Red Rocks Amphitheater Visitor Center, Morrison, Colorado • Shoreline Amphitheater, Mountain View, California SECTION 3

Appendix

Upper left: Four Seasons Resort, PCL | Upper right: Sparkling Hill Resort, PCL | Bottom: One Ski Hill, PCL PROJECT EXPERIENCE

The teams experience with similar projects and our ability to successfully deliver projects of various sizes and using the P3 model. They illustrate our team's ability to understand the specific needs of the communities we serve as well as the breadth and depth of our experience.

LOS ANGELES INTERNATIONAL AIRPORT (LAX CONSOLIDATED RENT-A-CAR (CONRAC) FACILITY P3 project involving Fengate, PCL and JCI

TORONTO PAN AM SPORTS CENTRE P3 Sports Arena, 312,000 SF Facility

MYSTIC LAKE HOTEL & CONVENTION CENTER Nine-story, 180 room, 280,000 SF Mystic Lake Hotel and Convention Center

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EWR CONSOLIDATED RENT-A-CAR (“CONRAC”) FACILITY Six-story, 2.1 million SF facility. A key piece of a larger master plan.

MOSAIC STADIUM P3 multipurpose stadium, 950,000 SF facility.

MTS CENTRE Completed by the Design-Build team of PCL and Perkins&Will. Multipurpose arena. Convergence of sports, entertainment, retail and restaurants—all in one venue.

RANCH DEVELOPMENT PARTNERS 34

LOS ANGELES INTERNATIONAL AIRPORT (LAX), CONSOLIDATED RENT-A-CAR (CONRAC) FACILITY

Comprising 6.4 million SF, the LAX ConRAC will be the largest ConRAC facility ever built, consolidating more than 23 rental car locations in and around the airport into one facility constructed adjacent to the 405 freeway. The ConRAC was procured as a key component of the LAWA’s $14B Landside Access Modernization Program (LAMP) — a package of development projects aimed at improving the LAX passenger experience, relieving traffic congestion, and making LAX a world-class airport. The facility will be connected to the Automated People Mover (APM) and feature 6,600 ready/return spaces, 10,000 idle vehicle storage spaces, 1,100 rental car employee spaces, and Quick Turn Around (QTA) facilities that allow for car washing, fueling, and light maintenance. Once completed and operational, rental car shuttles will no longer access the LAX Central Terminal Area as all customers will ride the APM train to get to their rental car company. With the removal of rental car shuttles, LAX will see a reduction in vehicle traffic and passengers waiting to board curbside at the airport.

Role on Project (Detailed): Fengate served as Lead Developer and Lead Equity Sponsor on the LAX ConRAC project. PCL and JCI are also delivering the project as Design Builder, and FM Service Provider, respectively.

First Time Client Support: Fengate worked alongside Los Angeles World Airports (“LAWA”) for three years through the market sounding stages, RFQ, RFP and eventually the closing stage. Fengate utilized its P3 expertise to work collaboratively with LAWA through their first P3 procurement. Fengate worked with LAWA through a series of confidential commercial meetings and confidential design meetings to formulate a solution that brought value-for-money to the airport.

Similar Financial and Project Structure: Similar to The Ranch, the ConRAC is seen as a key component of a larger master plan intended to revitalize a high-profile urban area. Moreover, the ConRAC required LAGP to review a large variety of financing structures, including tax-exempt products, which will also be taken into consideration for the Ranch project. LAGP ultimately optimized the short-term financing solution by competing a short-term bank solution with a short-term bond solution (eventually siding with the bank solution due to structural advantages, credit spread, and bond negative carry). LAGP’s long-term financing structuring was driven by negotiations of spread and structure (i.e. repayment schedule and reserve mechanics).

In July 2019, the project was named the (American Road & Transportation Builders Association) ARTBA Innovation P3 Project of the Year.

LOS ANGELES INTERNATIONAL LA Gateway Partners (LAGP), a consortium Project Start Date: December, 2018 AIRPORT (LAX), CONSOLIDATED comprised of Fengate, PCL and JCI, worked Project Status: Construction Project Term: 28 years RENT-A-CAR (CONRAC) FACILITY alongside Los Angeles World Airports (LAWA) for three years through the market sounding Project Value: $1.3 billion stages, RFQ, RFP and eventually the closing Reference: Jacob Adams, Deputy Executive Director – LAMP, LAWA LOCATION stage. LAGP utilized its P3 expertise to work Los Angeles World Airports 424.646.5113 collaboratively with LAWA through their first P3 Los Angeles, California [email protected] procurement. LAGP worked with LAWA through FIRMS INVOLVED | ROLE Industry/facility/project type: Car Rental Facility a series of confidential commercial meetings Key Individuals Involved: Lee Clayton, P3 Commercial Manager Fengate: Equity Sponsor and confidential design meetings to formulate PCL Construction: General Contractor a solution that brought value-for-money to the JCI: FM Service Provider Authority.

RANCH DEVELOPMENT PARTNERS 36 RANCH DEVELOPMENT PARTNERS 37

TORONTO PAN AM SPORTS CENTRE

This 312,000 SF world-class facility was the largest sport new-build for the Pan Am and Parapan Am Games and the largest investment in Canadian amateur sport history. Toronto Pan Am Sports Centre (TPASC) delivers extensive programming that serves recreational and community groups, high performance athletes, as well as fitness centre clientele. The complex consists of a 3,500-seat aquatics arena (6,000 during the Pan Am and Parapan Am Games) with two Olympic-size swimming pools and a diving well; and a 2,000-seat field house that includes four full-sized gymnasiums, a fitness centre, a climbing wall, and a 200-metre track.

Role of the Applicant: PCL was the Applicant Lead through the bid phase of the project and established Project Co following award (construction phase). PCL also served as the Prime Finance Team Lead and finally PCL served as the Design-Builder/Construction Prime Team Lead through all phases of the project.

Key Challenges & Solutions And/Or Design & Quality Objectives: The tight timelines and associated requirements for having the project ready in time for the Toronto 2015 Games was the main challenge associated with the financing. Lenders were not comfortable with the shorter than normal long-stop period and restrictions around the timing of posting the warranty letters of credit as a condition of reaching Substantial Completion. PCL’s strong track record and robust security package ultimately provided the lenders with sufficient protection and comfort.

Flexibility: The project’s initial use for the Pan Am 2015 Games and longer term use for university and community spaces, required a flexible design. In order to ‘downsize’ the facility to its legacy size and functionality, PCL created a schedule in which the building was commissioned twice. PCL relied on its project management expertise to develop a precise schedule in which these objectives were met.

Sustainability was an important focus, with features such as high-reflectivity paving and a green roof to combat the heat island effect, extensive use of a special, low maintenance, drought tolerant grass mix to replace turf grass, and irrigation with harvested rainwater. The facility has been awarded Leadership in Energy and Environmental Design (LEED) Gold.

Project Dates: July, 2012 Project Status: Complete, July, 2014 Project Value: $166 million Reference: Jacovou Demos Toronto, Ontario 416.212.7289 “The Toronto Pan Am Sports Centre was showcased [email protected] to the world during the Toronto 2015 Pan Am/ Industry/facility/project type: Stadium modular skybox/seating expansion Parapan Am Games. PCL’s work on this project Lee Clayton, P3 Commercial Manager PAN AM SPORTS CENTRE exemplifies the high standards we set for Ontario’s Key Individuals Involved: infrastructure program which enables projects of LOCATION the highest quality to be delivered both on time and on budget. This state-of-the-art facility was the Toronto, Ontario result of a successful partnership and is a prime FIRMS INVOLVED example of the legacy the Games are leaving behind for both athletes and community members.” –John PCL Construction: Design-Builder/Construction Prime McKendrick, Executive Vice President, Project Team Lead Delivery, Infrastructure Ontario

RANCH DEVELOPMENT PARTNERS 38 RANCH DEVELOPMENT PARTNERS 39

MYSTIC LAKE HOTEL & CONVENTION CENTER

PCL's longstanding relationship with Mystic Lake began in 1995 with the creation of the three-tower Mystic Lake Casino Hotel, comprising nearly 600 guest rooms and suites. The construction spanned over ten years, all while PCL simultaneously worked on various other projects on the campus including multiple game floor renovations, two parking structures, the award-winning Meadows Golf Club, and the Mystic Lake Entertainment Center - one of the largest and most popular entertainment venues in the Twin Cities.

Having worked with Mystic Lake Casino Hotel on more than 20 major projects, PCL came into the venture with an understanding of how construction at Mystic Lake Casino Hotel had to unfold. The team used this experience to meet the goals and expectations on all levels including quality, cost, and schedule.

In 2018 Mystic Lake Center opened, the newest addition to Mystic Lake Casino Hotel. The 70,000 SF meeting and event space accommodates groups of all sizes for a range of meetings and events – from business meetings to holiday parties to conferences and expos to weddings. Mystic Lake Center has a nine-story, 180-room hotel tower; three large ballrooms with flexible layouts; several smaller meeting rooms and an executive conference room; and plenty of natural light and stunning golf course views.

The Mystic Lake Center, wasted no time in becoming one of the most popular entertainment venues in the Midwest – as weeks after it opened it hosted four days of world class performances before SuperBowl VII.

Mystic Lake views itself as an engine for training Native American trades and building highly skilled construction professionals. It was important for the project team to not only include Native American participation in the construction of the convention center and hotel, but to exceed the set goals. The project created over 400 construction jobs and Native American employees accounted for more than 25 percent of total construction hours.

Project Dates: April, 2016 Project Status: Complete, March, 2018 Project Value: $97 million Reference: Angela Heikes President/CEO SMSC Gaming Enterprise 952.496.7203 MYSTIC LAKE CENTER Industry/facility/project type: Hotel and Convention Center Key Individuals Involved: Lee Clayton, P3 Commercial Manager HOTEL & CONVENTION From the first hotel Tower I project over 25 years ago to the Convention Center CENTER ADDITION addition, PCL has completed 89 projects “Overall, I would observe that the level of skill, integrity, and capacity to perform the work has remained at a consistent for this client including new hotel towers, and high level throughout all of the years. Furthermore, while the individuals and teams from PCL have grown and changed over time, there has always been an appreciation for our business, and the importance of protecting the guest LOCATION casino and conference center construction, expansions, and renovations totaling almost experience each and every day. ”Rich Langelius, Vice president & general manager, Mystic Lake Casino Hotel, Client Prior Lake, Minnesota $500M. FIRMS INVOLVED PCL Construction: General Contractor

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EWR CONSOLIDATED RENT-A-CAR (“CONRAC”) FACILITY

Project involves development of a six-story, 2.1 million SF, consolidated rent-a-car facility, containing approximately 7,165 parking spaces, 15 wash bays, and 54 fueling positions at Newark Liberty International Airport ("EWR"). The new facility will also include an additional 2,952 parking spaces for public use. Fengate and its partners will design, build, finance, maintain, and operate the facility under a 40-year concession with the Port Authority of New York and New Jersey (the “Port Authority”).

Role on Project (Detailed): Fengate served as a Developer and Equity Sponsor on the EWR ConRAC Project.

Financial Structure: The Project’s financial structure is highly relevant – Fengate and its partners worked directly with the Port Authority to negotiate and structure a unique demand-risk revenue structure wherein concession payments are generated based on CFC fees charged on rental car transactions at the new facility. Fengate’s experience in developing and executing a “first of its kind” P3 transaction clearly demonstrates its ability to partner with the County to achieve financial close on a structure that meets the County’s goals and objectives for the project and delivers maximum value- for-money.

Project Context: Like The Ranch, the ConRAC is a key component of a larger master plan to develop a package of critical, related infrastructure projects. Fengate’s broad P3 and development experience allowed it to work collaboratively with the Port Authority to ensure that its solution achieved the project’s goals, as well as the vision for the overall Terminal One redevelopment.

Project Start Date: May, 2019 Project Status: Construction Project Term: 40 years Project Value: $650 million Reference: Daniel Pine Managing Partner, ConRAC Solutions Capital [email protected] (917) 502-0531 Industry/facility/project type: Car Rental Facility EWR CONSOLIDATED RENT-A- The project was procured as a key Key Individuals Involved: Mac Bell element of the Port Authority’s $2.3 billion CAR (“CONRAC”) FACILITY redevelopment of Terminal One at Newark. This transaction involved a demand-risk LOCATION revenue structure wherein concession payments are generated from Customer Newark, New Jersey Facility Charge (“CFC”) revenue from rental FIRMS INVOLVED | ROLE car transactions at the facility. Fengate: Developer, Equity Sponsor (~33%)

RANCH DEVELOPMENT PARTNERS 42 RANCH DEVELOPMENT PARTNERS 43 MOSAIC STADIUM | REGINA REVITALIZATION INITIATIVE (RRI) STADIUM PROJECT

The RRI Stadium Project is Phase I of III for the overall Regina Revitalization Initiative. This multipurpose sporting facility will eventually replace the existing Mosaic Stadium at Taylor Field before the start of the 2017 CFL season and will be the new home for amateur sports and the Saskatchewan Roughriders.

PCL acted as Project Co and design builder for this DBF modeled project. The primary design subcontractors were HKS, B+H, S+A, and Walter P Moore.

The construction of the facility was scheduled to be complete with minor work remaining on August 31, 2016 and achieving Substantial Completion on that date.

This almost 85,809 m2 (950,000 SF) facility includes six levels from event level (30’ below grade) to the upper concourse/ seating bowl (nearly 90’ above grade). Total seating capacity is 31,879 with approximately 1,200 addition seats in the south endzone which pushes capacity to over 33,000. Within the levels is an event level existing only on the west side that houses the Saskatchewan Roughrider locker room, visiting locker rooms, and back of house space. Moving up on the west side is the mezzanine level that includes the main facility kitchen as well as more Saskatchewan Roughrider team space. Above the mezzanine level is the main concourse where all patrons will enter the facility and is situated at grade level. This level includes the food, beverage, and washroom spaces throughout and also includes a dual-purpose general admission lounge that can be used for game day events as well as “in the park events” as Confederation Park is situated immediately to the west of the facility. Moving up to club level, this space includes suites at the east and west side and within the north building is the Saskatchewan Sports group. Above the club level is the suite level where additional suites are located on the east side and accredited spaces are located on the west side. The Saskatchewan Roughrider Business Operations are also situated at the suite level in the north building. There are 37 suites in total throughout the stadium which include: 17 small suites, 13 medium suites, 6 large suites and one party suite. The highest occupiable level is the upper concourse which provides concessions, washrooms, and access to the upper bowl seating through vomitories.

With more than 800 construction days behind them, the construction team celebrated substantial completion of the new Mosaic Stadium on August 31, 2016. The $278.2 million facility, with its spectator roof and continuous, wide concourse around the structure, is being heralded as one of the most recognizable buildings in Regina, the province of Saskatchewan, and the Canadian Football League. The spectator experience has been enhanced by the sunken bowl that contains 68 percent of the facility's seats, all with unobstructed views of the field. Another new feature is the general admission lounge—accessible to all fans—located on the west side of the facility. In addition to being the new home of the Saskatchewan Roughriders, this multipurpose stadium has the flexibility to host many different sports and entertainment “Our government is proud to have been a events at various scales and capacities in all seasons. The stadium is the first landmark project of the City of Regina’s part of this historic project. New Mosaic three-phase, $1 billion Regina Revitalization Initiative. Stadium sets the standard for sports MOSAIC STADIUM Project Start Date: March, 2014 venues in Canada. From the comfortable Project Status: Complete, August 2017 LOCATION seats to the spacious concourses to the Project Value: $228 Million concessions, everything about the stadium Regina, Saskatchewan Reference: Craig Reynolds, President & CEO is first class.” Saskatchewan Roughrider Football Club FIRMS INVOLVED Brad Wall, Premier, Government of 306.566.4231 PCL Construction: General Contractor Saskatchewan, Stakeholder [email protected] Industry/facility/project type: Stadium modular skybox/seating expansion.

RANCH DEVELOPMENT PARTNERS 44 RANCH DEVELOPMENT PARTNERS 45 BELL MTS PLACE

The Bell MTS Place is a state-of-the-art, multipurpose sports and entertainment venue that opened in Winnipeg’s downtown on November 16, 2004. Bell MTS Place is an indoor arena in downtown Winnipeg, Manitoba. The arena is the home of the 's Winnipeg Jets and their American Hockey League affiliate, the .

The Bell MTS Place has been designed to provide great flexibility: it can accommodate up to 17,000 concertgoers or can be “curtained down” to accommodate 2,500. It allows for a convergence of sports, entertainment, retail, and restaurants—all in one venue. This extends a visitor’s experience to the time before and after a featured event.

The Bell MTS Place includes a private suite level, food outlets, and a themed restaurant and sports bar. It also features three wide concourses, a Manitoba Moose sports retail store, ample washrooms, and redevelopment of an adjacent heritage building as a sports bar and restaurant, with several floors of new office space above. Four connections to Winnipeg's skywalk system, along with three underground tunnels, link the centre to thousands of heated indoor parking stalls and provide easy access to and from the facility.

Both the self-performed concrete work and the subcontracted work yielded a number of project management challenges that needed to be organized and managed. The final project schedule consisted of over 1,100 activities to be performed by the project team, consisting of PCL, nine consulting groups, a diverse ownership group (with subtrades working for them), and 35 subtrades under contract to PCL.

The project was a huge success both personally and financially for all involved. Over the duration of the project PCL formed lasting relationships with the ownership group. Less than one year following the start of operation, the facility was ranked among the most successful entertainment facilities in the world.

Project Start Date: April, 2015 Project Status: Complete Project Value: $12.9 million Reference: Mark Chipman Executive Chairman True North Sports & Entertainment Ltd. 204.941.9350 [email protected] Industry/facility/project type: Multi purpose sports and entertainment venue

The original schedule for the construction phase was 24 months. Working closely BELL MTS PLACE with the ownership group, PCL undertook a number of initiatives to reduce the project LOCATION duration to 21 months. Winnipeg, Manitoba FIRMS INVOLVED PCL Construction: Design-Build, General Contractor Perkins + Will: Design-Build, Architect

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