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HomeMy WebLinkAbout23-120 Approving a Memorandum of Understanding pertaining to the Redevelopment of Central Park and Approving an Advisory Services Agreement with ReneRESOLUTION N0.23-120 A RESOLUTION OF THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, APPROVING A MEMORANDUM OF UNDERSTANDING PERTAINING TO THE REDEVELOPMENT OF CENTRAL, PARK; AND APPROVING AN ADVISORY SERVICES AGREEMENT WITH RENEW DEVELOPMENT SERVICES RELATING TO THE STUDY OF CENTRAL PARK AND MARKET CONDITIONS FOR DEVELOPMENT OF CENTRAL PARK ALONG WITH OTHER DEVELOPMENT ADVISORY SERVICES WHEREAS, the Town of Firestone (Town) owns multiple properties (the "Properties") located in the town of Firestone, Colorado, including Central Parlc, which the Town intends to redevelop with a mix of uses, which may include a sports complex and water sports park, among other possible uses (the "Project"); and WHEREAS, consistent with the Colorado Urban Renewal Law, Part 1 of Article 25 of Title 31 (the "Act") which provides for the urban renewal of blighted areas, the Firestone Urban Renewal Authority is carrying out the Northern Firestone Urban Renewal Plan Area adopted and approved by the Firestone Board of Trustees (the "Board") in August 2015, and includes the Properties owned by the Town (the "Plan"). The Plan includes an approximately 253.5-acre site (the "Property"), commonly known as Central Park; and WHEREAS, P3 Advisors, LLC ("P3") has submitted a conceptual proposal to the Authority to redevelop some or all of the Property by constructing thereon up to 253.5 acres of mixed -use improvements and related amenities (the "Proposal"). The Proposal contemplates such redevelopment to be completed in whole or in part by the Town, by private parties including P3, or by some to be determined combination of public and private, ownership, development and operation; and WHEREAS, based on months of collaboration, the Town, the Authority, and P3 have determined fiutherance of the Proposal will be best served through a process consisting of three phases, which may overlap in whole or in part: 1) Phase I — Mutual study of the Property and market conditions for redevelopment through retention of Developer or its wholly owned affiliate to provide services for assessment of the development of the Property pursuant an advisory services agreement (the "Advisory Services Agreement"); 2) Phase II — Agreement by the Parties to a period of exclusive negotiations and other agreed terms, outlining in detail the responsibilities, obligations, and terms for the redevelopment of the Property, and reimbursement for costs associated with the redevelopment, in accordance with the Plan and the Colorado Urban Renewal Law; and 3) Phase III — Finalization and execution of a formal agreement between the Parties, and to begin and complete disposition, redevelopment and reimbursement of the Property (the "Development Agreement"), WHEREAS the Parties desire to enter into a memorandum of understanding ("MOU"), attached hereto as Exhibit A to assist them in detailing the Proposal and methodology for carrying out development of Property in accordance with the Plan during the time the Development Agreement is being negotiated and formally adopted; and WHEREAS, pursuant to the terms %J the MOU, the Town desires to engage Renew Development Services, LLC ("Renew") to assist the Town and P3 in analyzing, and potentially to develop the Property, including performing strategic real estate planning; development advisory services; overall market analysis; background and current conditions; private joint venture or fmancing opportunities for recreation and other development, all in accordance with the terms and conditions of the Advisory Services Agreement, attached hereto as Exhibit Be and WHEREAS, Renew accepts and is willing to perform such services for the Project; and WHEREAS, the Board of Trustees finds that Renew has the requisite skill, knowledge, and expertise to assist the Town in performing such services, and that entering into the MOU and this Advisory Services Agreement is in the best interest of the Town and its citizens. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THE TOWN OF FIRESTONE, COLORADO, Section 1. The Memorandum of Understanding between the Town of Firestone, Firestone Urban Renewal Authority and P3 Advisors, LLC is hereby approved in substantially the same form as the copy attached hereto as "Exhibit A" and made a part of this resolution. The Mayor is authorized to execute and deliver the Agreement on behalf of the Town. Section 2. The Advisory Service Agreement between the Town of Firestone and Renew Development Services is hereby approved in substantially the same form as the copy attached hereto as "Exhibit B" and made a part of this resolution. The Mayor is authorized to execute and deliver the Agreement on behalf of the Town. INTRODUCED, READ AND ADOPTED this 8th day of November, 2023. ATTEST: Kristi bashor, CMC, Town Cleric TOWN OF FIRESTONE, COLORADO 4 'TOWN A 10 . S4 Q r p2 coVNT% , GO 2 Alan Peterson, Mayor EXHIBIT A MOU EXHIBIT B Advisory Services Agreement 0 FIRESTONI: URBAN 12ENEWAL AUTHORITY RESOLUTION NO.23-03 A RESOLUTION OF THE P'HZESTONE URBAN RENEWAL AUTHORITY APPROVING A MEMORANDUM OF UNDERSTANDING PERTAINING TO THE REDEVELOPMENT OF CENTRAL PARK WITH P3 ADVISORS, LLC; AND APPROVING AN ADVISORY SERVICES AGREEMENT WITH RENEW DEVELOPMENT SERVICES, LLC RELATING TO THE STUDY OF CENTRAL PARK AND MARKET CONDITIONS FOR DEVELOPMENT OF CENTRAL PARK ALONG WITH OTHER DEVELOPMENT ADVISORY SERVICES WHREAS, the 1. firestone Urban Renewal Authority (the "Authority") is a public body corporate and politic organized as of July 24, 2009, and authorized to transact business and exercise its powers as an urban renewal authority under and pursuant to the Colorado Urban Etenewal Law, Part I of Article 25 of Title 31, C.R.S. (the "Act"): and WHEREAS, the Town of Firestone (`Town") owns nu►ltiple properties (the Properties") located in the town of Firestone. Colorado, including Central Park, which the Town intends to redevelop with a mix oi' uses, which may include a sports complex and water sports park, among other possible uses (the "Project"); and WI3EREAS, consistea�t with the Colorado Urban Renewal Law, Park 1 of Article 25 of hitle 31 (the "Act") which provides for the Urban renewal of blighted areas, the Firestone Urban Renewal Authority is carrying out the Northern Firestone Urban Renewal Plan (the "Plan") adopted and approved by the Firestone Board ofTrustees (the "Board") in August 2015, and includes the 1roperties owned by the Town. The Plan includes an approximately 253.5-acre site the "Property") commonly known as Central Park; and WHEREAS, P3 Advisors, LLC ("P3") has submitted a conceptual proposal to the Authority to redevelop some or all ol'ihe Property by constructing thereon up to 253.5 acres of niixcd-usc improvements and related amenities (the "Proposal"). The Proposal contemplates such redevelopment to be completed in whole or in part by the Town, by private parties including P3, or by some to be determined combination of public and private, ownership, development and operation; and WHEREAS, based on months of collaboration, the Authority, the Town, and P3 have determined furtherance of the Proposal will be best served through a process consisting ofthrce )hases, which may overlap in whole or in part* 1) Phase I — Mutual study of the Property and market conditions for redevelopment through retention of Developer or its wholly owned affiliate to provide services for assessment of the development of the Property pursuant an advisory services agreement (the "Advisory Services Agreement");.?) Phase 11— Agreement by the Parties to a period ofexclusive negotiations and other agreed terms, outlining in detail the responsibilities, obligations, and terms for the redevelopment of the Property, and reimbursement for costs associated with the redevelopment, in accordance with the flan and the Colorado Urban Renews) Law; and 3) Phase III — Finalization and execution of a formal agreement between the Parties, and to begin and complete disposition, redevelopment and reimbursement of the Property (the "Development Agreement"). WHEREAS the Parties desire to enter into a mrmorandum of understanding attached hereto as Exhibit A to assist them in detailing the Proposal and methodology for carrying out development of Property in accordance with the Plan during the time the Development Agreement is being negotiated and formally adopted; and WHEREAS, pursuant to the terms of the Mt)U, the "Toy{•n deices to engage Renew Development Services, LLC ("Renew") to assist the Town and P3 in analyzing, and potentially to develop the Property, including performing strategic real estate planning; development advisory services: overall market analysis: background and current conditions: private joint venture or linancing opportunities for recreation and other development, all in accordance with the terms and conditions of the :Advisory Services Agreement, attached hereto as Exhibit B. and WHF.RF.AS, Renew accept, and is willing to perform such services for the Project; and �1rHEREAS, the Authority finds that Renew has the requisite skill. knowledge, and expertise to assist the Authority in performing such services, and that entering into the MOU and this Advisory Services Agreement is in the best interest of the Authority. NUW, THEREFORE, 13E IT RESOLVED BY THE BOARD OF TRUSTEES OF THE 'TOWN OF FIRESTONE, COLURADO: Section I . "I•he Memorandum of Understanding between the Firestone Llrban Renewal Authority, Town of Firestone, and P3 Advisors, LLC is hereby approN ed in Substantially the same form as the cope attached hereto as 'Fxhibit A" and made a part of this resolution. The Chairperson is authorized to execute and deliver the Agreement on belialfof the Town. Section 2. 'l-he Advisory Service Agreement between the Firestone Urban Renewal Authority, ho��n of Firestone and Renew Development tiervices is hereby approved in substantially the same form as the copy attached hereto as "I,:xliibit B" and made a part ofthis resolution. •I•hc Chairperson is authorized to execute and deliver the Agreement on behalf of the Authority. INTRODUCED, BEAU AND AUU1''I'El) this 15th day ofNoyember. 2023. FIRI:STON1-: URBAN RL:NEWAL AU"I'I10RI.1'1', r\ body corporate and politic of the State of Colorado Sean Doherty, Chairperson A•��EST: Kristi Bashor, CMC, Recording Secretary EXHI131'T A M�moranduir� oi' Understanding (see attached 1 1 pages) 3 MEMORANDUM OF UNDERSTANDING THIS MEMORANDUM OF UNDERSTANDING (the "MOU") dated this 8t1i day of November 2023 (the "Effective Date"), is made by and between the FIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado (the "Authority"), the TOWN OF FIRESTONE, a politic of the State of Colorado (the "Town"), and P3 ADVISORS, LLC, an Illinois limited liability company (the "Developer") (individually and collectively referred to herein as a "Party" and the "Parties"), RECITALS A. The Town owns multiple properties (the "Properties") located in the town of Firestone, Colorado, which the Town intends to redevelop with a mix of uses, which may include a sports complex and a water sports park, among other possible uses. As of the Effective Date, it is anticipated that such redevelopment will initially focus on the area commonly known as Central Parlc, which constitutes part of the Properties and is defined below as the Property. B. Consistent with the Colorado Urban Renewal Law, Part 1 of Article 25 of Title 31 the "Act") which provides for the urban renewal of blighted areas, the Authority is carrying out the Northern Firestone Urban Renewal Plan Area adopted and approved by the Firestone Board of Trustees (the "Board") in August 2015, and includes the Properties owned by the Town (the "Plan"). The Plan applies to the area depicted on Exhibit A, attached hereto and incorporated by this reference, (the "Plan Area"). The Plan includes an approximately 253.5-acre site within the Plan Area (the "Property"), commonly known as Central Park and as more particularly described on Exhibit B attached hereto and incorporated by this reference. C. The Developer has submitted a conceptual proposal to the Authority to redevelop some or all of the Property by constructing thereon up to 253.5 acres of mixed -use improvements and related amenities (the "Proposal"). The Proposal contemplates such redevelopment to be completed in whole or in part by the Town, by private parties including the Developer, or by some to be determined combination of public and private ownership, development, and operation. D. Based on months of collaboration prior to the Effective Date, the Parties have determined furtherance of the Proposal will be best served through a process consisting of three phases, which may overlap in whole or in part: 1) Phase I — Mutual study of the Property and market conditions for redevelopment through retention of Developer or its wholly owned affiliate to provide services for assessment of the development of the Property pursuant an advisozy services agreement (the "Advisory Services Agreement"); 2) Phase II — Agreement by the Parties to a period of exclusive negotiations and other agreed terms, outlining in detail the responsibilities, obligations, and terms for the redevelopment of the Property, and reimbursement for costs associated with the redevelopment, in accordance with the Plan and the Colorado Urban Renewal Law; and 3) Phase III — Finalization and execution of a formal agreement between the Parties, and to begin and complete disposition, redevelopment and reimbursement of the Property (the "Development Agreement"). E. This MOU is necessary to assist the Parties in detailing the Proposal and methodology for carrying out development of Property in accordance with the Plan during the time 26024188.5 the Development Agreement is being negotiated and formally adopted. Except as expressly provided herein, legally binding obligations of the Parties for or regarding development, in whole or in part, of the Property shall not be deemed finally accepted until the Parties have entered into a mutually agreeable Development Agreement, NOW THEREFORE, in consideration of the foregoing recitals and the covenants of the Parties hereto, and the following mutual covenants and other good and valuable consideration, the sufficiency and adequacy of which are hereby acknowledged, the Parties agree as follows: 1.0 Phase I —Advisory Services Agreement. Should the Parties agree and execute this MOU, the Town, the Authority and Renew Development Services, LLC, Developer's wholly owned affiliate, shall enter into the Advisory Services Agreement substantially in the form attached hereto as Exhibit C. 2.0 Phase II —Exclusive Negotiations. The Parties agree that during the term of the Advisory Services Agreement, as such period may be extended from time to time by mutual agreement of the Parties (the "MOU Negotiation Period"), they will negotiate exclusively and in good faith with one another, and analyze the potential redevelopment options for the Property, as contemplated by the results and deliveries arising from the Advisory Services Agreement, in an effort to determine whether the Parties desire to enter into a mutually acceptable Development Agreement to redevelop the Property. At the end of the MOU Negotiation Period, the Parties shall decide whether to move forward with the development and shall engage in exclusive negotiations of a mutually acceptable Development Agreement for a period that shall not exceed an additional six (6) months (the "DA Negotiation Period"). The MOU Negotiation Period and the DA Negotiation Period are collectively referred to herein as the "Negotiation Periods." The Negotiation Periods may be extended beyond the dates set forth in this MOU only by written agreement of the Parties. 3.0 Performance Durin�Negotiation Periods. During the Negotiation Periods, the Parties shall use good faith, commercially reasonable efforts to reach agreement on the items set forth below and to negotiate and finalize a mutually acceptable Development Agreement that will incorporate the same. However, the Negotiation Periods constitute planning periods and do not grant the Developer any rights to develop the Properties. 3.1 Project Costs. Developer, Town and Authority shall work to refine the costs of the project and allocation of such costs among them, to the extent not expressly set forth in the Advisory Services Agreement. The Parties agree that the Developer shall be responsible for hiring and bearing the costs of any third -party consultants engaged solely and directly by Developer, subject to potential reimbursement as set forth pursuant to section 3.2 herein. Each party shall be responsible for the cost of its attorney fees related to the activities under this MOU and the Advisory Services Agreement. 3.2 Reimbursement of Costs. The Parties acknowledge that they may later agree to terms under the Development Agreement that would allow the Developer to seek reimbursement From the Town and/or the Authority for Developer's costs for third -party consultants incurred during the Negotiation Periods. However, if the Parties do not enter into a Development Agreement at the end of the Negotiation Periods, neither the Town nor the Authority have any liability to Developer for reimbursement of such costs except as set forth in the Advisory Services Agreement. The Developer shall bear the cost of any project master planning; development of pre - construction plans; engineering and estimating; financing and modeling projections; and market studies desired by the Developer and not addressed pursuant to the Advisory Services Agreement ("Developer Studies"). 3.3 Repor°ts ar�d Studies. In the event this MOU is terminated at the end of the MOU Negotiation Period or a Development Agreement is not executed prior to the end of the DA Negotiation Period, or the Town and/or the Authority has not expressly agreed in writing to retain and exclusively use Developer for the development of the Property or a similar project, the Town and the Authority shall be entitled to, at no additional cost to the Town or the Authority, the transfer of all of Developer's and Developer's rights in the reports, studies and other third party deliverables developed or purchased by Developer during the Negotiation Periods, including the Developer Studies, along with the right to use any and all such materials, including Developer's affiliates' processes, procedures, studies, and other intangible property owned by Developer and related to the Property. 3.4 Ownership Str•uctur•e. The Parties shall coordinate to determine a mutually agreeable ownership structure of the Property and the development during the Negotiation Periods, 3.5 Financial Plarz. The Parties acknowledge that the Developer will likely require public financing and other financial incentives, including tax increment financing to offset the cost of certain public improvements that will be required for the project. The Developer intends to work with the Authority to analyze the potential increment to be generated within the Properties, the costs to implement the project, and whether and how much of the available increment may be dedicated to offset such costs. As part of the Development Agreement, the Parties may agree on a financial arrangement for the project, or components thereof, that is acceptable to the Parties. The Parties farther acknowledge that the expenditure of incremental tax revenues for eligible improvements may be limited by the Colorado Urban Renewal Law, limitations imposed on Town incremental revenues by the Firestone Board of Trustees, or limitations imposed by the Authority. 3.6 Work Plan. The Developer agrees to create a plan to identify a critical path schedule, budget, contracting plan, sustainability goals and reporting (the "Work Plan") during the Negotiation Periods. 4.0 Automatic Termination. If a final Development Agreement is not executed by the Parties on or before the expiration of the DA Negotiation Period, this MOU shall automatically terminate and be of no further force or effect. 5.0 Developer's Covenants. The Developer warrants and covenants as follows: 5.1 The Developer has the financial and legal ability, power, and authority to enter into this MOU and to provide fiu-ther monetary advances in order to develop the Property consistent with its Proposal. 5.2 The Developer has disclosed (or during the course of the negotiations shall disclose) to the Authority its principals, officers, stock holders, partners, joint venturers, members, guarantors and other interested persons having an interest greater than 25% in the proposed redevelopment of the Property. 6.0 Indemnification, The Developer shall indemnify and hold harmless the Authority, the Town, and any of their respective officials, officers, employees or agents (collectively the "Indemnified Parties") for and against any loss, damage or claims of any loss or damage (including reasonable legal fees) resulting from any action, representation, commitment, or activity of the Developer in connection with the proposed redevelopment of the Property or attempts by the Developer or any agent or representative of the Developer to acquire any of the Property or any property rights or interests therein. 7.0 No Assi nment. This MOU may not be assigned, in whole or in part, by any Party without the prior written consent of the other. The Town and the Authority recognize that the Developer may form a separate, special purpose entity to develop, own or operate the Property and the improvements to be constructed thereon and that one or more assignments may be required in connection with such activities. Approval of any such assignment shall not be unreasonably withheld, conditioned, or delayed by the Town or the Authority. 8.0 Covenant Against Contingent Fees. Absent separate written agreement, neither the Authority nor the Town shall be liable for any real estate commissions or brokerage fees that may arise as a consequence of any transaction involving this MOU, the Property, or the Proposal or any part thereof. The Parties represent that neither has engaged a broker, agent or finder in connection with this MOU. 9.0 The Authority or the Town not a Partner. Notwithstanding any language in this MOU, absent separate written agreement to the contrary, neither the Authority nor the Town shall be deemed to be a partner or joint venturer of the Developer, and neither the Authority nor the Town shall be responsible for any debt of the Developer or of any operator or manager of the Developer. 10.0 Nonliability of Town or Authority Officials Al Employees or Ate. No board member, commissioner, employee, agent, consultant, underwriter, bond counsel or attorney of the Authority or the Town shall be personally liable to the Developer under this MOU or in the event of any default or breach by the Town or Authority under this MOU. 11.0 Conflicts of Interest. None of the following shall have any personal interest, direct or indirect, in this MOU: a member of the governing body of the Authority or of the Town, an employee of the Authority or of the Town who exercises responsibility concerning the Plan or an individual or firm retained by the Town or the Authority who has performed consulting or legal services in connection with the Plan. Nor shall any of the above persons or entities make any decisions relating to this MOU that affects his or her personal interest or the interest of any corporation, partnership or association in which he or she is directly or indirectly interested. 12.0 Notices. A notice, demand or other communication under this MOU by any Party to the other shall be in writing and sufficiently given when (a) delivered in person, (b) delivered by overnight courier service with guaranteed next -day delivery, (c) three (3) business day have passed after being properly deposited in United States registered or certified mail, return receipt requested, postage prepaid, (d) transmitted electronically (i.e., facsimile device or email) so long as a hard copy is delivered via method (a), (b), or (c) within three (3) business days, addressed as set forth below: as follows: follows: follows: 12.1 in the case %J the Developer, is addressed to or delivered to the Developer P3 Advisors, LLC 115 Wilcox St., Ste 206 Castle Rock, CO 80104 12.2 in the case of the Authority, is addressed to or delivered to the Authority as Firestone Urban Renewal Authority 9950 Park Avenue Firestone, CO 80504 with a copy to: Carolynne White Brownstein Hyatt Farber Schreck, LLP 410 17th Street, Suite 2200 Denver, Colorado 80202 Email: cwhite@bhfs.com 13.3 in the case of the Town, is addressed to or delivered to the Town as Town of Firestone 9950 Park Avenue Firestone, CO 80504 with a copy to: William Hayashi Town of Firestone Attorney 1650 381h Street Boulder, CO 80301 or at such other address with respect to any such Party as that Party may, from time to time, designate in writing and forward to the other as provided in this Section. 12.3 Severability. If any term or provision of this MOU or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this MOU, or the application of such term or provision to persons or circumstances Aber than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each such term and provision of this MOU shall be valid and be enforced to the fullest extent permitted by law. 13.0 Counterparts. This MOU maybe executed in multiple counterparts, each of which shall constitute an original, but all of which taken together shall constitute one and the same MOU. This MOU may be executed by facsimile and/or .pdf signatures which shall be binding on the parties hereto, with original signatures to be delivered as soon as reasonably practical thereafter. 14.0 Time is of the Essence. Time is of the essence of this MOU. As used herein, the term "Business Day" shall mean a day that is not a Saturday, Sunday or legal holiday in the State A Colorado. In computing any period of time under this MOU, the date of the act or event from which the designated period of time begins to run shall not be included. The last day of the period so computed also shall be included provided that if such last day is not a Business Day, then the last date for performance thereof shall be extended to the next Business Day, 15.0 Entire MOU. This MOU contains all of the representations, warranties and agreements of the Parties with respect to the provisions hereof. The Recitals set forth are incorporated in this MOU by this reference as if set forth at length. 16.0 Governmental Immunity. The Authority, its officers and employees, and the Town, and its officers and employees, are relying on and do not waive by any provision of this MOU, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, C.R.S. §§ 24.10-101, et seq., as amended, or otherwise available to the Authority, its officers and employees, and the Town, its officers and employees. 17.0 Applicable Law and Venue. The laws of the State of Colorado shall govern the interpretation and enforcement of this MOU, and exclusive venue shall be in the Denver County District Court. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] [SIGNATURES CONTINUE ON THE FOLLOWING PAGES] DocuSign Envelope ID: 9784B41E-8535-4051-99BD-B68FOB5232C4 IN �'I fNCSS WI ICRI:UF, the "I'o%%11, the Authority and the Developer have caused this MUU to be duly executed as of the day first above written. •I.1 IL-' All'I'I fURll' Y: f'1RCSTUNC URBAN Rh.NC1�'AL AIITHUl21T1', a body corporate and politic ol• the State of Colorado Chait•I,erson n•rrEs-r: avowA�t,c� -- 1 own R cording Secretary AI'I'RUVED AS "I'U (TURNt: �Docuftneu by: wQt, CaroTyliiie•�Vfiite: Special Counsel to the Authority 'I'I IE Ub:VL'l.Ul'Elt: I'3 ADVISORS, LLC, an Illinois limited liability company 13y:_ Name: Title: DocuSign Envelope ID: 9784B41E-8535-4051-99BD-B68FOB5232C4 FIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado Chairperson ATTEST: Town Recording Secretary SEA o i 2 APPROVED AS TO FORM: r ) Carolynne White, Special Counsel to the Authority SERVICES, LLC, zsozn 1as s RENEW DEVELOPMENT IN WITNESS WHEREOF, the Town, the Authority and the Contractor have caused this Advisory Services Agreement to be duly executed as of the day first above written. �'QESTO/y �t'�TOWN f 10 SEA iQ 9*46 0 tIA(/NTY , .G�vv 26024189.5 TOWN OF FIRESTONE, a politic of Ve State of Colorado eger, �l o�,vn'Manager ATTEST: 1 In ia Kristi K Bsshor, CMC, Town Clerk APPROVED AS TO FORM: William Hayashi, Town Attor�y A R F^ w.aa �ecn Raa .h y '�! Ana Y I Rica 7 F wa:s .� lWsl1 � i RiA Rnw 2RRa AA£ )WIlr11191N wl 4._ .IDMIiIIIOmI ROW i1 a a S .1. wwl�w ROW 2a 1/2 or lk . mill v�lia- tir. I' dd F 11111111 6RrEs,ac is ,SeiiE A5E c - is c 6— MOH Ae A cr..c coAc A�£ 4 � san t zoy so �..� ROAD is M MT AY£ EXHIBIT B The Property A PART OF THE NORTH HALF OF SECTION 18, T2N, R67W OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO I 13 I I )I 26024188.5 EXHIBIT C Advisory Services Agreement attached Cl etoJ 26024188.5 P3 ADVISORY SERVICES AGREEMENT 1. Agreement. This Advisory Services Agreement ("Agreement"), entered into and effective this 81h day of November, 2023 (the "Effective Date"), is made by and among FIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado ("FURA"), and the TOWN OF FIRESTONE, a politic of the State of Colorado (the "Town") (collectively, "Client") and RENEW DEVELOPMENT SERVICES, LLC, a Colorado limited liability company ("Contractor") and a wholly owned affiliate of P3 Advisors, LLC, an Illinois limited liability company (the "Developer") (individually and collectively referred to herein as a "Party" and the "Parties"). 2. Project Overview. Pursuant to the terms of that certain Memorandum of Understanding the "MOU") dated November 8, 2023 between the Client and the Developer, Client desires to engage Contractor to assist in analyzing, and potentially to develop approximately 253.5 acres of property owned by the Town (the "Property"), commonly known as Central Park, within the Northern Firestone Urban Renewal Plan Area adopted by the Firestone Board of Trustees in August 2015, as depicted on Exhibit A attached hereto and incorporated by this reference, and as more particularly described on Exhibit 8 attached hereto and incorporated by this reference. Contractor accepts and is willing to perform such services for a mixed -use development project which may include a sports complex, water sports park, hotel, and other possible uses (the "Project"). 3. Project Scope. Phase I of the Project consists of a mutual study of the property and market conditions for development. Pursuant to this agreement, as part of Phase I, Developer agrees to undertake the following activities and services: strategic real estate planning; development advisory services; overall market analysis; background and current conditions; private joint venture or financing opportunities for recreation and hotel development (the "Services"). The complete Scope of Services to be performed by Contractor and a timeline of the same ("Project Description"), are more fully described on Exhibit C, attached hereto and incorporated by this reference. The Services shall be conducted in a manner such as to benefit Client, define the Project and ultimately capture optimal value and returns for the Parties. 4. Term: Termination. a. This Agreement shall commence on the Effective Date. It shall continue until the Contractor completes the Scope of Services to the satisfaction of the Town or until terminated as provided herein. b. Client may terminate this Agreement upon 60 days advance written notice. The Town shall pay the Contractor for all work previously authorized and completed prior to the date of termination. If, however, Consultant has substantially or materially breached this Agreement, the Town shall have any remedy or right of set-off available at law and equity. Upon termination of this Agreement, this 26024189.5 Agreement, except as otherwise specifically provided herein, shall be of no further force and effect except as to obligations incurred prior to the date of termination. 5. Compensation. Client shall pay Contractor compensation for the Services, which may include time, materials, and third -party expenses in accordance with the estimated budget (the 'Budget") as set forth on Exhibit D attached hereto and incorporated by this reference, and subject to a total compensation cap of $380,000.00 (the "Compensation Cap"). All requests for compensation pursuant hereto must be accompanied by invoices, receipts or other documentation reasonably satisfactory to the Client. Contractor shall invoice Client for services performed under this Agreement no more frequently than monthly and no less frequently than quarterly. Invoices shall be paid by Client to Contractor within 30 days of receipt, and if not paid within 30 days of receipt shall be subject to an additional charge of 1 -1/2 % per month on the outstanding balance. Contractor shall not exceed the Compensation Cap unless the Client has provided prior written consent. 6. Default. a. Contractor Default. Notwithstanding any other provision of this Agreement, the following events shall be deemed events of default giving Client the option to terminate this Agreement by written notice to Contractor. i. Contractor fails to perform the Services hereunder by the expiration of the Term. ii. Contractor fails to perform its obligations under this Agreement and fails to cure such default within 30 days of receipt of written notice from Client. iii. Contractor is adjudicated bankrupt or insolvent or petitions for an arrangement or reorganization pursuant to the provisions of any state or federal bankruptcy or insolvency acts, or if a receiver or trustee is appointed for all or any part of its property, or if Contractor makes any unauthorized assignment of its property for the benefit of creditors. b. Client Default. Notwithstanding any other provision of this Agreement, the following events shall be deemed events of default giving Contractor the option to terminate the Agreement by written notice to Client. i. Client's failure to pay any invoice from Contractor within 30 days of receipt of invoice, and fails to cure such default within 10 days of receipt of written notice from Contractor. Upon such termination, Client shall immediately pay Contractor for all services rendered by Contractor up to the date of termination, including all interest, termination costs and other related expenses incurred by Contractor. In the event of such default, the Client shall reimburse Contractor for all costs and expenses of collection, 26024189.5 including out-of-pocket costs, court costs and fees, and reasonable attorney's fees, including any incurred on appeal. Client fails to perform its obligations hereunder, and fails to cure such default within 30 days of receipt of written notice from Contractor. 7. Remedies. In addition to termination in the event of a default, the Parties are all entitled to those remedies available in equity or in law, including specific performance. 8. Independent Contractor. Under this agreement, Contractor shall have the status of an independent contractor and shall not be considered an employee, partner or agent of the Client or any other service provider. Nothing in this agreement shall be construed as creating a joint venture, partnership, agency or other similar relationship between Client and Contractor. Each Party shall be solely responsible for all insurance, benefits or expenses and taxes paid on behalf of any employees retained by each Party. The Parties shall not be responsible for any debt or liability of any other Party. 9. Professional Performance. Subject to the limitations and scope outlined within this Agreement, Contractor shall perform the Services specified hereunder in accordance with the performance exercised by other professional contractors under similar circumstances and pursuant to local custom and practice. 10. Indemnity. Except to the extent caused by Client or Client's negligence or willful misconduct, Contractor agrees to defend, indemnify, and hold harmless Client, and its employees and agents, from and against all losses, liabilities, costs, damages, and claims suffered or incurred by Client arising out of any negligence, fraud, wrongful fact or omission by Contractor. 11. Limitation of Liability. Liabilities or damages that Contractor may owe to Client for any losses, damages, suits, claims or liabilities arising out of, or relating to, the performance of consulting services as identified in this Agreement shall not exceed an amount equal to the payments actually made by the Client to Contractor in accordance with this Agreement. There are no intended third -party beneficiaries to this Agreement. Subject to the foregoing and except to the extent caused by Contractor or its subcontractors or Client's gross negligence or willful misconduct, Contractor shall not be liable for any special, indirect, incidental, or consequential damages, including without limitation lost profits or losses or claims related to personal injury or property damage, arising out of the performance of consulting services under this Agreement. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, MADE BY CONTRACTOR HEREUNDER. 12.Insurance Coverage. During the Term of this Agreement, Contractor, and any subcontractors, agents or third parties performing work at the Property on behalf of Contractor, 26024189.5 shall carry and maintain, at Contractor's sole cost and expense, the following types of coverage during the Term hereof: a. Worker's Compensation insurance in compliance with applicable laws. b. Commercial General Liability insurance with coverage in an amount of at least $1,000,000 per occurrence. Such policy to be written on an occurrence basis, include contractual liability, property damage and bodily injury and completed operations coverage. c. Umbrella/Excess Liability insurance in excess of primarily liability limits for commercial general liability no less than $3,000,000 per occurrence and in the annual aggregate on per location basis. d. Such other insurance as reasonably required by Client. Contractor shall provide to Client a copy of all certificates of insurance, applicable endorsements thereto and renewals thereof demonstrating that such insurance has been obtained and that existing policies are in force during the Term hereof. 13. Safety and Access. Client agrees to inform Contractor of any conditions for performance A the Services as may be required by Town regulations and policies in connection with development of the Project, and further agrees to: a. during the Term of this Agreement, grant Contractor, and any subcontractors or agents retained by Contractor, the non-exclusive right to enter onto the Property to the extend necessary to perform the Services in accordance with the terms of this Agreement; b. inform Contractor of any hazardous materials or hazardous conditions that could have an effect on the safety and health of Contractor' employees or agents; and c. inform Contractor of any other safety rules or regulations that Contractor may be required to adhere to. 14. Changed Conditions. During the performance of the Service under this Agreement, if conditions or situations arise beyond the control of Contractor that have a material effect on Contractor' ability to perform the services, Contractor shall notify the Client in writing and the Client and Contractor shall renegotiate, in good faith, new terms and conditions of this Agreement. 15, Days. If the day for any performance or event provided for herein is a Saturday, a Sunday, a day on which national banks are not open for the regular transactions of business, or a legal holiday pursuant to Section 24-11-101(1), C.R.S., such day shall be extended until the next day on which such banks and state offices are open of the transaction of business. 26024189.5 16. Confidentiality. Any reports, programs, or other documents that Client provides Contractor relative to this agreement shall be deemed confidential and Contractor shall not disclose this information without Client's written authorization or pursuant to court order. Any programs, procedures, or other documents (under copyright or otherwise) that are developed by Contractor for Client will remain the property of Contractor, however Client will have unlimited and perpetual rights to modify, reproduce and otherwise utilize such materials internally. 17. Prohibition Against Assignment. Any attempt to assign, transfer, pledge, hypothecate or otherwise dispose of this Agreement or of such rights, obligations, interests, or benefits without written consent of the other party shall be null and void. Notwithstanding the foregoing, Contractor reserves the right to pledge account receivables due hereunder for financing 18. Applicable Law. This Agreement shall be governed in all respects, whether as to validity, construction, capacity, performance, or otherwise, by the laws of the State of Colorado, without regard to conflict of laws provisions. 19. Amendments. No amendments or additions to this Agreement shall be binding unless in writing and signed by the parties hereto. 20. Waiver. No waiver by any party to this Agreement of any breach or default of any of the terms or provisions hereof shall be effective or be binding upon such party unless the same shall be in writing and signed by or on behalf of such party. No delay or omission by any party hereto to exercise rights under this Agreement shall impair any such right or power or shall be construed to be a waiver of any default or acquiescence therein. No waiver of any default shall be construed, taken or held to be a waiver of any other default or waiver, acquiescence in or consent to any further or succeeding default of the same nature. 21. Governmental Immunity. The Client, its officers and employees are relying on and do not waive or intend to waive by any provision of this Agreement, the monetary limitations or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, §§ 24-10-101, et seq., as amended, or otherwise available to Client and its officers and employees. 22. Notices. Any notices required hereunder shall be given pursuant to notice provisions in the MOU, with Contractor giving and receiving notices in place of P3 Advisors, LLC at the following address: 115 Wilcox St Suite 206, Castle Rock, CO 80104. 23. Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under Colorado law, but if any provision of this Agreement shall be prohibited by, or be invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity without invalidating the remainder of such provision or the remaining provisions of this Agreement. 26024189.5 THE TOWN: TOWN Ol+ a )oIItjp� 'Of t A.J. I<r�er, To roN>c, of Colorado ATTEST: WCOPMA X�10 Town Clerk APPROVED AS TO POR William Hayashi, Town 26024188.5 DocuSign Envelope ID: 9784B41E-8535-4051-99BD-B68FOB5232C4 7; ONjO1N �W �FNEW 2602di89.5 FIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado Chairperson ATTEST: Town Recording Secretary APPROVED AS TO FORM: Carolynne White, Special Counsel to the Authority RENEW DEVELOPMENT SERVICES, LLC, A Colorado limited liability company Name: Title: DocuSign Envelope ID: 9784B41 E-8535-4051-99BO-B68FOB5232C4 IN \1'I'14N lYl IEk1iUl', the "I"own, the Authority and the Developer have caused this hIOU to be duhV executed as or the day first above written. 1'I IG All"Il fORll' 1': P'lRCSTONG UftBr1N RF,NC11'AI, AIITHURITI', a body corpolxrteand politic or Elie State orcolorado Chairperson town f a jecre }7 AI'I'RUVF.D At "1"O fOR(\d: Coowsry�ee nr: VAltL, AY'6�,6�1A,N.f. �y - - 9F68139A 5C._ Caro }•nnc \ • utc. Special Cbunscl to the Authority l'I IL' DEVELOPER: I'3 ADVISORS, LLC, EXHIBIT A Plan Area f� I_ jp I' NORTHERN FIRESTONE URBAN RENEWAL PLAN AREA RJ�� AREA (APPROKJFAATE AREA - 2344 AC; T aces rtooa ux n, to um kAff E CE y Sry' W FOR ®FORA 26024189.5 EXHIBIT B The Property A PART OF THE NORTH HALF OF SECTION 18, T2N, R67W OF THE SIXTH PRINCIPAL MERIDIAN, COUNTY OF WELD, STATE OF COLORADO 26024189.5 EXHIBIT C Project Description This Project Description is attached to, and forms part of the Advisory Services Agreement dated November 8, 2023, by and among the FIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado, and the TOWN OF FIRESTONE, a politic of the State of Colorado (collectively, the "Client") and RENEW DEVELOPMENT SERVICES, LLC, a Colorado limited liability and a wholly owned affiliate of P3 Advisors, LLC (the "Contractor") (individually and collectively referred to herein as a "Party" and the "Parties"). Terms contained below which are inconsistent with the remainder of the Agreement shall govern and control. The Parties agree to the following schedule, scope of work, and estimated budget for the Services. For the avoidance of doubt, Client shall be responsible for expenses payable to third party service providers retained, unless it is otherwise expressly provided that Contractor is responsible for such expenses. Project Schedule 2023 Today ► Project Kickoff 2024 P3 A t�•Jiy�.i i:.y. LLc' Project Update Project Update � Project Update White Paper lop Project Update Project Update loop Delivery Water Park Financial Model Site Information Database 26024189.5 Scope of Work Detail Developer/ Owner's Representative Owner's Representative • Program Management • Development Strategy • Financing Strategy Public Financing Strategy • Special District analysis P3• • Primary Point of Contact with the Town ADVISORS, t_3c • Scope Design and Management for all Service Providers • Water Park Feasibility Assessment p3advisorsllc.co►n Market Intelligence • Final Report Preparation • Scheduling Control • Document Management • Report and Presentation Preparation I -° Development Manager • Build and manage database of property information 11 • Develop project pro forma ESPLANADE Monthly update report • Final Report Preparation Support • Establish and profile current zoning • Determine the best fit zoning designation for the mixed use intended use esplanodere.com Build a re -zoning plan including scope, schedule and budget December January February March April May Total Development Management Owner's Representative $20,000 $200000 S20.000 $21,500 $22,500 $22,500 $126 50 Development Manager $7,500 $7,500 $10,500 $10,500 $12,500 $11,500 $60,00 26024189.5 Scope of Work Detail P3 4uvlsuiis. LLC Communications Public Relations and Outreach • Project specific copy for the town of Firestone website • Build and manage Central Park -specific website • Community outreach coordination • Participation in public meetings • Monitoring of community feedback on Central Park Project publicalignment. com Legal Counsel General and Transaction Support ' End User Letter of Intent advisory DANIEL D. DREw, P.C. • Term Sheet advisory dan.drewpc.Com • Non -Disclosure Agreement (NDA) creation and tracking • Service Provider Contracting Communications December January February March April May Total Public Relations and Outreach $6,000 $6,000 $6,000 $6,000 $6$000 $5,000 $35 00 Legal General and Transaction Support $4,000 $3,000 $3,000 $3,000 $3,000 $0 $16 00 26024189.5 Scope of Work Detail Financing Capital Financing Alternatives AID Markets Identify and catalog the various, likely public financing tools to be used on the project for the water park and the public infrastructure needed to serve the development rbccnt.com Develop multiple financial models for the water park, public infrastructure, and sports facilities Engineering Civil Engineering • Establish current site conditions and create a Site Plan Exhibit Base Map (assumes Town provides current ALTA and topographic survey). • Research existing utility service providers and requirements Research available capacity of sanitary and water,ities COR • Analyze offsite requirements including utilities, street, ROW, and drainage • Floodplain mapping review / survey liveyourcore.com • Review easement requirements (Onsite & Offsite) • Review stormwater requirements, including detention and outfall / offsite requirements • Review land dedication and fire department dedication requirements • Analyze site access points and possible access point in according with Town Criteria • Assist with project development schedule and infrastructure cost estimating. Financing December January February March April May Total Financin Alternatives $0 $0 $0 S0 50 50 $0 Engineering Civil Engineering $0 $6,000 $6,000 $6,000 53,000 50 $26 000 26024189.5 Scope of Work Detail Conceptual Site and Water Park Planning Site Master Planning 101111111111111 DAVIS• Determine land use designations, including site plan elements for key areas (buildings, parking, ■���m open space, pedestrian zones and connections). ■ONE■ PARTNERSHIP Determine developable acreage ����� ARCHITECTS ' p g • Placemaking to design a community -centric public space dovispartnership.com Identify areas for community open space, parks, trails, and/or buffers • Coordinate project access points and entry locations • Plan street and road alignment Water Park Planning • Provide Initial design elements of the Water Park americanresortmanagement.com • Create financial model of the Water Park based on the output of the market studies Master and Water Park Planning December January February March April May Total Site Master Planning $0 $4,000 $7,000 $8,000 $80000 $9,500 $36 500 Water Park Planning $5,000 $50000 $5,000 $5,000 $5,000 $50000 $30 000 26024189.5 Scope of Work Detail Market Studies ps ADVIS! arcs, LLC Sports Feasibility Study • Market Area Analysis • Supply and Demand Analysis • Proposed Improvements Overview • Projection of Income and Expense Water Park Market Study • Area, demographic, and neighborhood analysis • Site review • Proposed development and costs • Market analysis • Financial analysis • Valuation analysis Market Studies December January February March April May Total Sports Feasibility Study $12500 $0 $0 $120500 $0 $0 $25,000 ater Park Study 1 $12,500 1 $0 $0 $12,500 $0 $0 $25,000 26024189.5 Certificate Of Completion Envelopeld69784B41E8535405199BDB68F065232C4 Subject: Additional Signature Needed on Page 7 For Carolynne White Source Envelope: 80B2FCBF4FA744BB90718ACFDE692CBB Document Pages: 31 Signatures: 1 Certificate Pages: 5 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 12/22/2023 8:51:59 AM Signer Events Holder: Pamela Matthews pmatthews@bhfs.com Signature Carolynne White /Do'cuSlpned by: cwhite@bhfs.com �t ar lnlnt mtt� Shareholder, BHFS, attorney on behalf of applicant E9F661 OAC6946C... Security Level: Email, Account Authentication (None) Signature Adoption: Pre -selected Style Using IP Address: 209.249.44.194 Signed using mobile Electronic Record and Signature Disclosure: Accepted: 12/22/2023 9:14:21 AM ID:e2ced433-2f27-4341-94a7-c5d24a0752ac In Person Signer Events Signature Editor Delivery Events Status Agent Delivery Events Status Intermediary Delivery Events Status Certified Delivery Events Status Carbon Copy Events Status Pamela Matthews pmatthews@bhfs.com COPIED Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/20/2023 10:11:31 AM ID: d193a47f-d359-4d52-a6f7-abb2035c3416 Paula Mehle CO PI E D pmehle@firestoneco.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature DocuSign Status: Completed Envelope Originator: Pamela Matthews 675 15th Street Suite 2900 Denver, CO 80202 pmatthews@bhfs.com IP Address: 66.35.34,196 Location: DocuSign Timestamp Sent: 12/22/2023 9:13:48 AM Viewed: 12/22/2023 9:14:21 AM Signed: 12/22/2023 9:15:28 AM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 12/22/2023 9:13:48 AM Sent: 12/22/2023 9:13:48 AM Viewed: 12/22/2023 9:14:17 AM Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/22/2023 9:13:49 AM Certified Delivered Security Checked 12/22/2023 9A4:21 AM Signing Complete Security Checked 12/22/2023 9:15:28 AM Completed Security Checked 12/22/2023 9:15:28 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 10/13/2015 3:06:20 PM Parties agreed to: Carolynne White, Pamela Matthews ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, Brownstein Hyatt Farber Schreck, LLP (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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