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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 Renew Development Services 11-08-2023RESOLUTION NO.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 WHEREAS, the Town of Firestone (Town) owns multiple properties (the "Properties") located in the town of Firestone, Colorado, including Central Park, 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 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 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 of 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 financing 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 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 sldll, 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. T1W VWKFORE, -BE IT RESOUTED BIT T-NE-BOARD-(�RtJ-,Q,-T-EE�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. K-fistibashor, CMC, Town Clerk TOWN OF FIRESTONE, COLORADO ;�,rew Alan Peterson, Mayor . 4t. 2 EXHIBIT A MOU EXHIBIT B Advisory Services Agreement FIRESTONE URBAN RENEWAL AUTHORITY RESOLUTION NO. 23-03 A RESOLUTION OF THE FIRESTONE UR13AN 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 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 Renewal Law, Part I of Article 25 of Title 31, C.R.S. (the "Act"); and WHEREAS, the Town of Firestone (`Town") owns Multiple properties (the "Properties") located in the town of Firestone, Colorado, including Central Park, which the Town intends to redevelop with a mix of uses, which may include a sports complex and Nvater 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 Im 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 Properties 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 ofthe 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 Authority, the Town, and P3 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 advisory services agreement (the "Advisory Services Agreement"); 2) 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 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 reinibUrs-ement of the Property (tile "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 lot - carrying out development of Property in accordance with the Plan during the tittle the Development Agreement is being negotiated and formally adopted; and WHEREAS, purStlatit to the terms of the MO[J, the Town desires to engage Renew Development Services, 1-1-C ("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 CLU'rent conditions: privatejoint venture or financing opportunities for recreation and other development, all in accordance with the terms and conditions of tile Advisory Set -vices Agreement, attached hereto as Exhibit B: and WHEREAS, lZenew accepts and is willing to perform such services for the Project; and WHEREAS, the Authority finds that Renew has the requisite skill, knowledge, and expertise to assist tile ALlthOl'ity in performing SLICII services, and that entering into the MOU and this Advisoq Services Agreement is in the best interest of tile ALIthority. NOW, THEREFORE, BE IT RESOLVED BY THE BOARD OF TRUSTEES OF THETOWN OF FIRESTONE, COLORADO: Section 1. The MemoraildLall of Understanding between the I- irestolle LJrban Renewal Authority, Town of Firestone, and P3 Advisors, 1-1-C is hereby approved in substantially the same form as the copy attached hereto as'J"'x1libit X' and made a part of this resoll.1ti011. The Chairperson is authorized to execute and deliver the Agreement oil behalf of the'l-own. Section 2. The Advisory Set -vice Agreement between the Firestone Urban Renewal ALlt1lOritN 'I'ONN11 of Firestone and Renew Development Set -vices is hereby approved in substantially the same forin as the copy attached hereto as "1'--"xliibit 13** and made a part ofthis resolution. Thc Chairperson is authorized to execute and deliver the Agreement on behalf of tile Authority, INTRODUCED. READ AND ADOPTED this 15th day of November. 2023. FIRI­'ISTONI_l (JR13AN RENEWAL A1-1-1-1-10RITY. A body corporate and politic of the State of colorado By: Sean Doherty, Chairperson ATTEST; Kristi Bashor, CMC, Recording Secretary* m EXHIBIT Memorandum of Understanding (see attached I I pages) 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 Park, 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 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"). 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 Nel4otiation 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 Patties 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 During 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 patty 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 Reports and 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 Structure. The Parties shall coordinate to determine a mutually agreeable ownership structure of the Property and the development during the Negotiation Periods. 3.5 Financial Plait. 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 further 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 and/or 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 of 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 other 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 may be 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 of 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] DecuSign Envelope ID: 9784841E-8535-4051-99BD-B68FOB5232G4 IN WITNESS WHEREOF, the'fown, the Authority and the Developer have caused this MOU to he dtlly eXCCLI[cd as or [lie day l nst above written. TUG AUTHOR [r )'i IFIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic orthe State or Colorado Cliairpeison A I::I.�ti:�:. Town lgtar APPROVED A1,TO FORM: �O cu5lgnetl by �aYo( In In t (1�(aft, 9F88f 0A 4�C.. Caro�vnne \�hutc, tipecial Counsel to the Audicirity `l'I IE DEVELOPER; P3 ADVISORS, LLC, an Illinois limited lia ' omlriiiy 13e1_ Name:levk . S KA:� -- _-—- Title: _ A � � 4d 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. TOWN OF FIRESTONE, a politic of e State of Colorado A. j Krieger, d n anager EWIM Kristi K Bashor, CIVIC, Town Clerk APPRbvED AS TO FORM: William Hayashi, Town Attor y ZZMEM Z RENEWAL W LAN AREA 1 �t*(( tjt.. ��3l�j�jji tti±j", PLMA MEA 11111, LJ 1 k, " r�� 26024188.E 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 26024188.5 EXHIBIT C Advisory Services Agreement [attached hereto] 26024188.5 sUy 1. Agreement. This Advisory Services Agreement ("Agreement"), entered into and effective this 8th 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 ("LURX'), 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 "p2rty" 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 B 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 11proiect"). 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 1, 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 ("Proiect 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. ii. 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 of 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 purposes. 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 TFIETOWN: TOWN OF 'TONE, a polid of the F7 't� of Colorado 'TO ATTEST: 00 X0 Town Clerk ' /0 .. 0 /0 0 .... APPROVED AS TO FOR iv— " o i y William llayaishi,'kown A*ttot�,— 26024188,5 DocuSign Envelope ID: 97841341 E-8535-4051-99BD-B68FOB5232C4 FIRESTONE URBAN RENEWAL AUTHORITY, a body corporate and politic of the State of Colorado Chairperson ATTEST: 4� Town Recording Secretary Carolynne White, Special Counsel to the Authority By: Title: 26024189,5 m =1 NORTHERN I FIRESTONE ,, RENEWALBA k AREA r Iwo vns cnrcsur rs T s ati.ce. su: mrxiT-'f-w+v. LET u+acs AFiO tY3TtFfY R`..IR:Y+k9C6 A6E Stt:+Mi iR #EfEW£YC6GV:Y. e N, ; 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. INNINNINVINWAIMM= KM1V§9WWz1IzR1�= a 2024 26024189.5 MR= P3 AuVlSwis, LLC Developer/ Owner's Representative Owner's Representative • Program Management • Development Strategy • Financing Strategy • Public Financing Strategy * P3 Special District analysis . Primary Point of Contact With tile Town ADVISCWTI, LLC * S Scope Design and Management for all Service Providers . Water Park Feasibility Assessment p3advisorst/c.com . Market Intelligence . Final Report Preparation * Scheduling Control . Document Management . Report and Presentation Preparation Development Manager t . Build and manage database of property information . Develop project pro forma ESPLANADE . Monthly update report . Final Report Preparation Support . Establish and profile current zoning * Determine tile best fit zoning designation for the mixed use intended use esplanodere. coil) . Build a re -zoning plan including scope, schedule and budget I December January , February Mirth April May Total Development Management owner's Representative $20,000 $20,000 $20,000 $21,500 $22,500 $22,500 $126,500 bevelopment Manager $7,S001 $7,500 $10,500 $10,500 $12,500 $11,5001 $ 26024189.5 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 publicalignmen t. com Legal Counsel General and Transaction Support DANIL't, D. DRrw, P.C. . End User Letter of intent advisory * Term Sheet advisory dan.drewpc.com . Non-DisclosureAgreement (NDA) creation and tracking . Service Provider Contracting 26024189.5 Financing Capitol Financing Alternatives Morkets 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 rbccrn.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 facilities CORE • Analyze offsite requirements including utilities, street, , and drainage ROW Floodplain mapping review / survey fiveyourcore.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. 26024189.5 Conceptual Site and Water Park Planning Site Master Planning assail DAVIS * Determine land use designations, including site plan elements for key areas (buildings, parking, 138NOM 6821M PARTNERSW open space, pedestrian zones and connections). an 0 UNUMS ARCHITECTS an * Determine developable acreage - Placernaking to design a community -centric public space dovispartnership.com . Identify areas for community open space, parks, traits, and/or buffers # Coordinate project access points and entry locations . Plan street and road alignment NUMWater Park Planning . Provide Initial design elements of the Water Park an7ericanresortnianagenient.coni * Create financial model of the Water Park based on the output of the market Studies 26024189.5 Market Studies Sports Feasibility Study P3 Market Area Analysis * Supply and Demand Analysis Aovisofm LLC 0 Proposed Improvements Overview . Projection of Income and Expense Water Park Market Study P3 Area, demographic, and neighborhood analysis . Site review ADVISoRS, LLC - ►'roposed development and costs . Market analysis 0 Financial analysis - Valuation analysis 26024189.5 1 0 A Certificate Of Completion Envelope Id: 9784B41E8535405199BDB68FOB5232C4 Status: Completed Subject: Additional Signature Needed on Page 7 For Carolynne White Source Envelope: 8CB2FCBF4FA744BB90718ACFDE692CBB Document Pages: 31 Certificate Pages: 5 AutoNav: Enabled Signatures: I Initials: 0 Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Envelope Originator: Pamela Matthews 675 15th Street Suite 2900 Denver, CO 80202 pmatthews@bhfs.com IP Address: 66.35.34.196 Status: Original Holder: Pamela Matthews Location: DocuSign 12/22/2023 8:51:59 AM pmatthews@bhfs.com Signer Events Signature Timestamp Carolynne White DocuSlgned by: Sent: 12/22/2023 9:13:48 AM ewhite@bhfs.com "u- ww' Viewed: 12/22/2023 9:14:21 AM Shareholder, BHFS, attorney on behalf of applicant EM81 OAC6946C Signed: 12/22/2023 9:15:28 AM 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-c5d24aO752ac In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Pamela Matthews pmatthews@bhfs.com 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 pmehle@firestoneco.gov Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign I COPIED I - --- - ------ CONED Sent: 12/22/2023 9:13:48 AM Sent: 12/22/2023 9:13:48 AM Viewed: 12/22/2023 9:14:17 AM Witness Events Signature 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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