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Home My WebLink About20200698.tiff RESOLUTION RE: DEAUTHORIZE COLORADO COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ("C-PACE") PROGRAM IN WELD COUNTY AND TERMINATE PARTICIPATION AGREEMENT WHEREAS, the Board of County Commissioners of Weld County, Colorado, pursuant to Colorado statute and the Weld County Home Rule Charter, is vested with the authority of administering the affairs of Weld County, Colorado, and WHEREAS, pursuant to C.R.S §32-20-105(3), the Board of Weld County Commissioners approved a Participation Agreement authorizing the Colorado New Energy Improvement District (the "District") to conduct the Colorado Commercial Property Assessed Clean Energy Program ("C-Pace Program") in Weld County, approved by Resolution #2017-3636, dated October 23, 2017, and WHEREAS, Section 4 of such Participation Agreement allows the Board to deauthorize the C-Pace Program in Weld County for any reason determined by the Board, and WHEREAS, after review, the Board deems it advisable to deauthorize the C-Pace Program in Weld County and terminate said agreement. NOW, THEREFORE, BE IT RESOLVED by the Board of County Commissioners of Weld County, Colorado, that the Colorado Commercial Property Assessed Clean Energy ("C- PACE") Program, be, and hereby is, deauthorized in Weld County. BE IT FURTHER RESOLVED by the Board that the Participation Agreement authorizing the Colorado New Energy Improvement District (the "District") to conduct the Colorado Commercial Property Assessed Clean Energy Program ("C-Pace Program") in Weld County, approved by Resolution #2017-3636, dated October 23, 2017, be, and hereby is, terminated. cc:FI CPS) CA(se) 2020-0698 03/23/24 BC0053 RE: DEAUTHORIZE COLORADO COMMERCIAL PROPERTY ASSESSED CLEAN ENERGY ("C-PACE") PROGRAM IN WELD COUNTY AND TERMINATE PARTICIPATION AGREEMENT PAGE 2 The above and foregoing Resolution was, on motion duly made and seconded, adopted by the following vote on the 26th day of February, A.D., 2020. BOARD OF COUNTY COMMISSIONERS ��,,,,,,// WELD COUNTY, COLORADO ATTEST: ditif44) JC,lfo�� "`'"'`'3 Mike Freeman, Chair Weld County Clerk to the Board BY:71 ` N / Steve Moreno, Pro-Tem /1/04/, Deputy Clerk to the Boar EXCUSED y i Scott K. James APP: . /=D AS T►��:r''�JI ' '�-f �� ,. rbara Kirkmeyer ounty A orney Kevin D. Ross ` / V Date of signature: 03/la 2020-0698 BC0053 Esther Gesick From: Bruce Barker Sent: Tuesday, February 25, 2020 11:49 AM To: Esther Gesick Subject: FW: C-Pace Request Please include this with the materials for tomorrow's consideration by the Board of the deauthorization resolution. Thanks. Bruce T. Barker, Esq. Weld County Attorney P.O. Box 758 1150 "O" Street Greeley, CO 80632 (970)400-4390 Fax: (970) 352-0242 1,1 , Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. From:John Lefebvre<jlefebvre@weldgov.com> Sent:Thursday, February 20, 2020 6:16 PM To: Bruce Barker<bbarker@weldgov.com>; Commissioners<COMMISSIONERS@co.weld.co.us>; Don Warden <dwarden@weldgov.com> Cc: Ryan Rose<rrose@weldgov.com> Subject: RE: C-Pace Request In Fremont county the very first C-PACE project turned into a disaster. The County Treasurer told me that the assessment was for$57,000 per year for 20 years. She said that the total assessment exceeded the value of the building. She claims that there are no commercial buildings in Fremont county even worth $1 million.The building owners defaulted on the very first assessment payment, which left the bank who loaned the money and all of the underlying authorities without their expected funds. At the time when Fremont county was pitched on the C-PACE deal they were told by the C-PACE group that C-PACE had a contingency fund and that this type of loan almost never goes into default. However, if it did the C-PACE managers would show up at the tax lien sale and purchase the tax lien. As I recall they told us this same story. This item did go to tax lien sale and the C-PACE people never showed up or purchased the lien. The private banker who loaned the money was in shock and did not know that default was even a possibility as this was also their very first C- PACE loan and it was being collected by the county Treasurer—what could go wrong? 2020-0698 1 At the tax lien sale the Treasurer had several interested buyers for this$57,000 lien until she mentioned that this was to be the amount of the assessment every year for a total of 20 years. After that she had no buyers at all. So now no one is paying for the taxes on this property and all of the underlying authorities are not being paid. The bank is going to have to figure out how to unwind this deal but they have no direct mortgage to foreclose against and the Treasure cannot issue (under the C-PACE authorizing statute) a Treasurer's deed as we cannot extinguish the outstanding debt as we are able to do in every other circumstance. The property is now essentially tax exempt or at the very least tax deferred and is being pulled into major legal action and perhaps eventually bankruptcy. There is no established law that I am aware of to deal with this problem. Now that we have a very real world example I believe the flaws in this program are exposed. The C-PACE programs are especially vulnerable when they exceed too high of a loan to value to the property—even worse when they exceed the value of the property. The reason that property taxes are collectible is because they represent the potential loss of the property for as little as 4%to 16%of the properties' value. The problem with the Windsor, or as I like to call it the Field of Dreams project was that nearly all of the properties' value was in the C-PASCE eligible financing package. The artificial turf and the energy efficient lighting. The only thing left was the land, stands and fencing. If a project like that goes into default you need a very special buyer or you have to completely redevelop the land. These factors limit the Treasurer's ability to deal effectively with defaults and unpaid taxes. Private lenders can always still make these loans without wrapping the county into their projects.Apparently, the lenders in Fremont believed that turning the County Treasurer into their private sector collector would ensure their loan repayment—which it did not. From a public sector viewpoint it needlessly entangles the county in what should be private sector business. It also means that underlying authorities lose their income stream in any bad deals. John Lefebvre,Jr. M.P.A. Weld County Treasurer 1401 N 17th Ave Greeley, CO 80631 970-400-3290 ►SOVIT Confidentiality Notice:This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is privileged, confidential or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 2 From: Bruce Barker<bbarker@weldgov.com> Sent:Thursday, February 20, 2020 5:27 PM To: Commissioners<COMMISSIONERS@co.weld.co.us>; Don Warden <dwarden@weldgov.com>; John Lefebvre <jlefebvre@weldgov.com> Cc: Ryan Rose <rrose@weldgov.com> Subject: C-Pace Request See the attached request letter regarding C-Pace. Section 4 of the C-Pace Participation Agreement allows the BOCC to submit a resolution to C-Pace that deauthorizes the Colorado New Energy Improvement District from conducting the C- Pace program in Weld County. You get that opportunity before any project is approved by C-Pace. The project is the "Colorado National Sports Park" to be located at 801 Diamond Valley Road in Windsor. Do you want to consider a resolution to deauthorize? If so, would need to be on the BOCC agenda for next Monday or Wednesday. Bruce T. Barker, Esq. Weld County Attorney P.O. Box 758 1150 "O" Street Greeley, CO 80632 (970)400-4390 Fax: (970) 352-0242 r ey Confidentiality Notice: This electronic transmission and any attached documents or other writings are intended only for the person or entity to which it is addressed and may contain information that is attorney privileged and confidential, or otherwise protected from disclosure. If you have received this communication in error, please immediately notify sender by return e-mail and destroy the communication. Any disclosure, copying, distribution or the taking of any action concerning the contents of this communication or any attachments by anyone other than the named recipient is strictly prohibited. 3 n COPY ♦A ' ' L♦ MICHOW COX & MCASKIN LLP ATTORNEYS AT LAW February 19, 2020 SENT VIA FEDEX TO: Board of County Commissioners County of Weld P.O. Box 758 1150 O Street Greeley,CO 80632 Weld County Attorney P.O. Box 758 1150 O Street Greeley, CO 80632 Re: Project Notice—Required pursuant to COLORADO C-PACE NEID-COUNTY OF WELD PARTICIPATION AGREEMENT dated October 23, 2017 Dear Commissioners: This office represents the Colorado New Energy Improvement District. Pursuant to Section 2.b.(2)of the above-referenced Agreement,the District is providing a copy of the project application, along with the preliminary project amortization schedule,to the Board of County Commissioners at least ten(10)days prior to the date on which the District is scheduled to adopt the preliminary assessment resolution. The District is providing these documents to the Board in order to provide the Board with an opportunity to adopt a resolution deauthorizing the District from conducting the program within Weld County, if and to the extent the Board has serious reservations about the project. Enclosed are the following: (1) C-PACE Project Prequalification Submission Form(project application); (2) Preliminary project amortization schedule; and (3) Preliminary title work associated with the project. The project is known and referred to as Colorado National Sports Park, and is planned to be a destination baseball, softball, lacrosse,soccer,rugby and flag football complex in Windsor, Colorado. 6530 S.Yosemite Street I Suite 200 I Greenwood Village, CO 80111 I 303 459 2725 I mcm-legal.com Should you have any questions regarding the project or need further information,please don't hesitate to call or email. My direct line is 303-459-4621. Regards, Marcus McAskin Michow Cox&McAskin LLP marcus@mcm-legal.com cc: Andrew Sand,Board Chair(via email) Jeffrey King,Recording Secretary(via email) Ken Gallagher,Jr,Manager,Technical Support Services(via email) Tracy Phillips,Program Director 6530 S.Yosemite Street I Suite 200 I Greenwood Village, CO 80111 I 303 459 2725 I mcm-legal.com DocuSign Envelope ID:2700746C-2502-455F-B4DF-BD5E0B8EA392 SPACE TM Colorado Commercial Property _ Assessed Clean Energy Project Pre-qualification Submission Form Welcome to Colorado C-PACE!We're delighted you're considering the C-PACE program.To get started,simply submit this completed Pre-qualification Submission Form(PQS)and any attachments to service@copace.com.Note that multifamily projects and projects that will use tax credits require additional information—see Appendices for supplemental forms. Before you fill out this form,remember that to be eligible for the Colorado C-PACE program,a property must: • Be located in a participating C-PACE county • Require financing for eligible energy improvements • Be current on property taxes and municipal assessments • Not be in bankruptcy or mortgage default • Be used for commercial,industrial,or agricultural purposes Questions?Contact the Colorado C-PACE program manager via the toll-free number 877.325.1882 or info@copace.com. I.CONTACT INFORMATION Name Brett Weir Company name Petros PACE Finance Email Brett@petrospartners.com Phone 972-897-5464 Address 300 W.Sixth St.#1540 City Austin State Texas ZIP Code78701 I am a: Q Building owner 0 Capital provider O Building/property manager O Real estate developer O Contractor/auditor/project developer O Other: Project type: ® Existing building retrofit Q New construction Is there any plan to subdivide the property? ® Yes O No 1 DocuSign Envelope ID:2700746O-2502-455F-B4DF-BD5E0BBEA392 II. PROPERTY INFORMATION Name of property owner(building owner's corporate identity) Future Legends,LLC Property name and address Name Future Legends Street Address 1 801 Diamond Valley Road Street Address 2 City Windsor State Colorado Zip 80550 Gross square footage TBD When was the property acquired by the current owner? 2019 Property type: O Healthcare facility(inpatient) O Nonprofit(school,religious/worship) Healthcare facility(outpatient)8 Q Office Hotel O Retail Q Industrial/manufacturing iQ Warehouse/storage Q Multifamily with five or more units Q Other Sports Complex,Retail,and Hospitality (submit Appendix I with this form) Source of heating fuel: Who pays the fuel bill? Estimate of annual fuel bill: TBD Q Oil 0 Owner • Natural gas ® Tenant O Propane Q Electric O Other Hot water source: Who pays the water bill? Estimate of annual water bill: TBD O Oil O Owner Q Natural gas 0 Tenant Q Propane Q Electric Q Other Electricity is metered at the: Who pays the electric bill? Estimate of annual electric bill: TBD Q Building level O Owner Q Individual apartment level Q Tenant 2 DocuSign Envelope ID:2700746C-2502-455F-B4DF-BD5E0B8EA392 Does the owner have clear title to the property with no encumbrances? 0 Yes Q No After confirming property eligibility,the C-PACE program administrator will request documentation evidencing commitment of title insurance issued by a licensed Colorado title insurance company. Is there a mortgage on the property? Yes If yes,are mortgage payments current?O Yes O No • No Is the existing mortgage an SBA loan? Yes If yes,the mortgage is a:O 504 ©7a 2 No Mortgage company name TBD at a later date Mortgage company contact Email Phone Mortgage closing date 12/2020 Principal outstanding TBD Term TBD Monthly payment TBD Interest rate TBD Fixed or variable? TBD Amortization schedule TBD Balloon payment date TBD What is the property's: Assessed value 1102360 Appraised value TBD Assessment year 2019 Appraisal year TBD Are there any outstanding tax liens or notices of default? Q Yes O. No Other than the proposed project,are there other major($100,000 or more)capex expenditures planned over the next five years? O Yes.They include O. No Over the last five years,what has been the property's highest and lowest vacancy rate? Low: N/A % High: N/A % 3 DocuSign Envelope ID:2700746C-2502-455F-B4DF-BD5E0BBEA392 III. PROJECT INFORMATION What type of improvements will be financed? ® Energy efficiency upgrade(s) O Renewable energy system(s),e.g.recycled energy,waste heat recovery,solar PV,solar thermal, cogeneration,fuel cell,biomass,wind,micro hydro-electric(Complete Appendix II to comfirm eligibility for federal investment tax credit and MACRS depreciation benefits.)Other O Describe the energy efficiency measures and/or renewable energy system(s) in the proposed project: LED Lighting,HVAC,etc. What is the estimated cost of the project? $150,000,000 Have you selected a Colorado C-PACE registered contractor to design the project and perform the analysis? e Yes O No If yes: Company name Hensel Phelps Contact name Lawrence(Larry)Thomas Email Ithomas@henselphelps.com Phone 720-592-2049 Have you conducted a recent energy audit on the building? O Yes,an ASHRAE Level I Date O Yes,an ASHRAE Level III Date O Yes,an ASHRAE Level II Date O No For renewable energy systems,has a feasibility study been prepared? Q Yes Date O No Have you contacted your utility for incentives, if applicable? O Yes Q No 4 DocuSign Envelope ID:2700746C-2502-455F-B4DF-BD5EOB8EA392 Have you selected a qualified capital provider to finance the project? 0 Yes © No If yes: Company name Petros PACE Finance Contact name Andrew Myer Email andy@petrospartners.com Phone 636-577-0378 rDocuSigned by: 2/6/2020 ¶E16D9f99d914CA... Property owner signature Date Jeff Katofsky Manager of Future Legends,LLC Property owner printed name Title Jeff@katofskylaw.com 818-990-1475 Email Phone Future Legends,LLC 801 Diamond Valley Dr.,Windsor,CO 80550 Company Company address 5 DocuSign Envelope ID:2700746C-2502-455F-B4DF-BD5EDBBEA392 APPENDIX I Federal Tax Credits Associated with Clean Energy Installations C-PACE participants may be eligible for relevant federal tax credits,including the investment tax credit and modified accelerated cost recovery system(MACRS)depreciation benefits. C-PACE participants who seek to take advantage of such benefits should confirm their eligibility to monetize those benefits within the timeframe allowed by federal law.Consult your tax advisor, if necessary,for further details regarding federal tax credits and MACRS depreciation benefits. Check one or both boxes below: El As of this date and to the best of my knowledge, my company will be able to fully monetize the value of the federal investment tax credit. o As of this date and to the best of my knowledge,my company will be able to fully monetize the value of the federal MACRS depreciation benefits. 6 DocuSign Envelope ID:2700746C-2502-455F-B4DF-BD5E06SEA392 APPENDIX II Supplementary PQS Multifamily/Apartment Properties Number of buildings in complex Number of rental units in complex Number of owner-occupied units in complex Year built Property type: ❑ Rental ❑ Condo ❑ Co-op 0 Congregate housing(apartments or group accommodations that provide support services for residents, including the elderly and disabled) Affordability: ❑ Market rate ❑ Mixed-income ❑ Privately financed affordable(serves low-income,but has no public subsidies) ❑ Subsidized affordable ❑ Public housing authority(HFA/state-financed) ❑ Public housing authority(HUD-financed) Financial structure(check all that apply): ❑ Privately financed O CMBS ❑ Fannie Mae 0 Low-income housing(tax credit ❑ Freddie Mac financing) ❑ FHA-insured loan ❑ Section 8 ❑ Other HUD ❑ No debt on property financing ❑ Other 7 Draft Amortization and Total Assessment Schedule Colorado National Sports Park DRAFT Project Amount $18,350,760.13 Term(Years) 25 Program Admin Fee $50,000.00 Payments per Year 1 Other Fees $288,128.76 Number of Payments 25 Capitalized Interest $1,311,111.11 Interest Rate 5.900% Amount Financed $20,000,000.00 Days per Year 360 Funding Date 3/26/2020 PACE Payment Amount $1,562,426.50 Project Completion Date 4/30/2021 Annual PACE Payment(s) $1,562,426.50 Days of Capitalized Int. 400 Total PACE Payments $39,060,662.90 First Payment Date 4/30/2022 Days of Accrued Interest 365 Accrued Int.(1st Pmt) $1,196,388.89 Statutory Beginning PACE Principal Interest Ending Collection County Total Payment Date Balance Payment Paid Paid Balance Fee Admin Fee Assessment 4/30/2022 $20,000,000.00 $1,562,426.50 $366,037.61 $1,196,388.89 $19,633,962.39 $100.00 $15,783.10 $1,578,309.60 4/30/2023 $19,633,962.39 $1,562,426.50 $387,933.78 $1,174,492.72 $19,246,028.61 $100.00 $15,783.10 $1,578,309.60 4/30/2024 $19,246,028.61 $1,562,426.50 $407,985.55 $1,154,440.95 $18,838,043.06 $100.00 $15,783.10 $1,578,309.60 4/30/2025 $18,838,043.06 $1,562,426.50 $435,545.23 $1,126,881.27 $18,402,497.83 $100.00 $15,783.10 $1,578,309.60 4/30/2026 $18,402,497.83 $1,562,426.50 $461,599.30 $1,100,827.20 $17,940,898.53 $100.00 $15,783.10 $1,578,309.60 4/30/2027 $17,940,898.53 $1,562,426.50 $489,211.92 $1,073,214.58 $17,451,686.61 $100.00 $15,783.10 $1,578,309.60 4/30/2028 $17,451,686.61 $1,562,426.50 $515,616.16 $1,046,810.34 $16,936,070.45 $100.00 $15,783.10 $1,578,309.60 4/30/2029 $16,936,070.45 $1,562,426.50 $549,320.17 $1,013,106.33 $16,386,750.28 $100.00 $15,783.10 $1,578,309.60 4/30/2030 $16,386,750.28 $1,562,426.50 $582,180.20 $980,246.30 $15,804,570.08 $100.00 $15,783.10 $1,578,309.60 4/30/2031 $15,804,570.08 $1,562,426.50 $617,005.90 $945,420.60 $15,187,564.18 $100.00 $15,783.10 $1,578,309.60 4/30/2032 $15,187,564.18 $1,562,426.50 $651,425.78 $911,000.72 $14,536,138.40 $100.00 $15,783.10 $1,578,309.60 4/30/2033 $14,536,138.40 $1,562,426.50 $692,882.78 $869,543.72 $13,843,255.62 $100.00 $15,783.10 $1,578,309.60 4/30/2034 $13,843,255.62 $1,562,426.50 $734,330.64 $828,095.86 $13,108,924.98 $100.00 $15,783.10 $1,578,309.60 4/30/2035 $13,108,924.98 $1,562,426.50 $778,257.89 $784,168.61 $12,330,667.09 $100.00 $15,783.10 $1,578,309.60 4/30/2036 $12,330,667.09 $1,562,426.50 $822,791.99 $739,634.51 $11,507,875.10 $100.00 $15,783.10 $1,578,309.60 4/30/2037 $11,507,875.10 $1,562,426.50 $874,031.80 $688,394.70 $10,633,843.30 $100.00 $15,783.10 $1,578,309.60 4/30/2038 $10,633,843.30 $1,562,426.50 $926,315.90 $636,110.60 $9,707,527.40 $100.00 $15,783.10 $1,578,309.60 4/30/2039 $9,707,527.40 $1,562,426.50 $981,727.60 $580,698.90 $8,725,799.80 $100.00 $15,783.10 $1,578,309.60 4/30/2040 $8,725,799.80 $1,562,426.50 $1,039,023.94 $523,402.56 $7,686,775.86 $100.00 $15,783.10 $1,578,309.60 4/30/2041 $7,686,775.86 $1,562,426.50 $1,102,607.84 $459,818.66 $6,584,168.02 $100.00 $15,783.10 $1,578,309.60 4/30/2042 $6,584,168.02 $1,562,426.50 $1,168,565.23 $393,861.27 $5,415,602.79 $100.00 $15,783.10 $1,578,309.60 4/30/2043 $5,415,602.79 $1,562,426.50 $1,238,468.15 $323,958.35 $4,177,134.64 $100.00 $15,783.10 $1,578,309.60 4/30/2044 $4,177,134.64 $1,562,426.50 $1,311,868.04 $250,558.46 $2,865,266.60 $100.00 $15,783.10 $1,578,309.60 4/30/2045 $2,865,266.60 $1,562,426.50 $1,391,027.84 $171,398.66 $1,474,238.76 $100.00 $15,783.10 $1,578,309.60 4/30/2046 $1,474,238.76 $1,562,426.90 $1,474,238.76 $88,188.14 $0.00 $100.00 $15,783.10 $1,578,310.00 Total $39,060,662.90 $20,000,000.00 $19,060,662.90 $2,500.00 S394,577.50 $39,451,140.40 PPliq LAND TITLE GUARANTEE COMPANY Land Tide C.ttAIIIWITJF(WP,:Y —Sin?r07— Date:February 14,2020 Subject:Attached Title Policy/Guarantee Enclosed please find your product insuring the property located at 801 DIAMOND VALLEY DRIVE,WINDSOR,CO 80550. If you have any inquiries or require further assistance,please contact Scott Bennetts at(303)850-4175 or sbennetts@ltgc.com Chain of Title Documents: Weld county recorded 06/14/2019 under reception no, 4497548 Weld county recorded 06/14/2019 under reception no, 4497549 Weld county recorded 10/29/2019 under reception no, MOM Weld county recorded 10/29/2019 under reception no, Miran Plat Map(s): Weld county recorded 07/28/2004 under reception no, Weld county recorded 04/14/2000 under reception no, Form 1112 title/Ipig.part1.ort.html 25172063 III I IIIIIIII II II I II III I II III (1904384) Old Republic National Title Insurance Company Limited Property Information Guarantee Guarantee No.:LPIG25172063.1904384 Order Number:25172063 SUBJECT TO THE EXCLUSIONS FROM COVERAGE,THE EXCEPTIONS,AND THE CONDITIONS,OLD REPUBLIC NATIONAL TITLE INSURANCE COMPANY,a Florida Corporation,herein called the Company,guarantees,as of Date of Guarantee,against monetary loss or damage,not exceeding the Liability Amount,sustained or incurred by the Assured by reason of: 1.Title being vested other than as stated in Schedule A. 2.Any instruments appearing in the Public Records of the County,subsequent to MAY 16, 1977,which create a Monetary Lien which are not listed as an exception in Schedule B. IN WITNESS WHEREOF,Old Republic National Title Insurance Company has caused its corporate name and seal to be hereunto affixed by duly authorized officers on the date shown in Schedule A. ANTI-FRAUD STATEMENT:Pursuant to CRS 10-1-128(6)(a),it is unlawful to knowingly provide false,incomplete or misleading facts or information to an insurance company for the purpose of defrauding or attempting to defraud the company.Penalties may include imprisonment,fines,denial of insurance and civil damages.Any Insurance company or agent of an insurance company who knowingly provides false,incomplete,or misleading facts or information to a policyholder or claimant for the purpose of defrauding or attempting to defraud the policyholder or claimant with regard to a settlement or award payable from insurance proceeds shall be reported to the Colorado division of Insurance within the department of regulatory agencies.This anti-fraud statement is affixed and made a part of this Guarantee. Issued by: � LTrTt . ', OLOREPUBUC NATIONAL TnMFINSURANCE COMPANY Land Title Guarantee Company .��°* * * tia 40rSe dAttpy �i 400 Setonrl.4renue South;AAnuruanof+s,Minresula 55401 3033 East First Avenue Suite 600 :aP* 61213/1 7111 * - Denver,Colorado 80206 ::1 � ) 303-321-1880 =; ' * flvr * * * 0 . Ri' • 03 .A., ' Wesxkxri //j F./Z:44S 9,,°10 . 070 .$41.`' V 1n (>4 arrest /}-L....•.,4 ( S�+xelxr Senior Vice President American Copyright 2006-2020 Amercian Land Title Association.All rights reserved.The use of this form is restricted to ALTA licensees and ALTA members in good standing as of the date of use.All other uses prohibited. Reprinted under license from the American Land Title Assocation. Form 1112 title/Ipig.partl.orthtml 25172063 (1904384) Conditions 1.Definition of Terms The following terms when used in this Guarantee mean: (a) "Liability Amount":The amount stated in Schedule A. (b) "Date of Guarantee":The date designated as the"Date of Guarantee"in Schedule A. (c) "Assured":The Assured named in Schedule A. (d) "Knowledge"or"Known":Actual knowledge,not constructive knowledge or notice which may be imputed to an Assured by reason of the Public Records or any other records that impart constructive notice of matters affecting the Title. (e) "Land":The land described in Schedule A,and affixed improvements that by law constitute real property.The term"Land"does not include any property beyond the lines of the area described in Schedule A,nor any right, title,interest,estate,or easement in abutting streets,roads,avenues,alleys,lanes,ways,or waterways. (f) "Monetary Lien":Any mortgage,deed of trust,lease,Judgment lien,or other lien,recorded in the Public Records, affecting the Title securing an obligation to pay money,but not including any lien created in any easement, covenant,condition,restriction,or declaration or condominium or planned unit development,except to the extent that a separate notice of enforcement of a specific delinquent charge or assessment affecting the Title has been recorded in the Public Records. (g) "Public Records":Records established under state statutes at Date of Guarantee for the purpose of imparting constructive notice of matters relating to real property to purchasers for value and without Knowledge. (h) "Title":The estate or interest described in Schedule A. 2. Exclusions from Coverage The Company assumes no liability for loss or damage by reason of the following: (a) Any lien on the Title for real estate taxes or assessments imposed by any governmental taxing authority which are not shown as existing liens by the Public Records; (b) Defects,liens,encumbrances,adverse claims,or other matters,other than Monetary Liens: 1. Created,suffered,assumed,or agreed to,by the Assured; 2. Known to the Assured,whether or not,disclosed in the Public Records; 3. Resulting in no loss or damage to the Assured; (c) Recorded or filed in the Public Records subsequent to the Date of Guarantee. (d) Matters not shown by the Public Records. 3.No Duty to Defend or Prosecute. The Company shall have no duty to defend or prosecute any action or proceeding to which the Assured is a party, notwithstanding the nature of any allegation in such action or proceeding. 4.Prosecution of Actions (a) The Company shall have the right at its own costs to institute and prosecute any action or proceeding or do any other act which in its opinion may be necessary or desirable to establish or confirm the matters herein assured; and the Company may take any appropriate action under the terms of this Guarantee,whether or not it shall be liable thereunder and shall not thereby concede liability or waive any provision hereof. (b) In all cases where the Company does so institute and prosecute any action or proceeding,the Assured shall permit the Company to use,at its option,the name of the Assured for this purpose.Whenever requested by the Company,the Assured shall give the Company all reasonable aid in prosecuting such action or proceeding,and the Company shall reimburse the Assured for any expense so incurred. 5.Notice of Loss—Limitation of Action A statement in writing of any loss or damage for which it is claimed the Company is liable under this Guarantee shall be furnished to the Company within sixty days after such loss or damage shall have been determined,and no right of action shall accrue to the Assured under this Guarantee until thirty days after such statement shall have been furnished,and no recovery shall be had by the Assured under this Guarantee unless action shall be commenced thereon within two years after expiration of the thirty day period.Failure to furnish the statement of loss or damage or to commence the action within the time hereinbefore specified shall be a conclusive bar against maintenance by the Form 1112 title/lpig.partl.ort.html 25172063 (1904384) Assured of any action under this Guarantee. 6.Option to Pay,Settle or Compromise Claims The Company shall have the option to pay,settle or compromise for or in the name of the Assured any claim which could result in loss to the Assured within the coverage of this Guarantee,or to pay the full Liability Amount of this Guarantee.Such payment or tender of payment of the full Liability Amount of the Guarantee shall terminate all liability of the Company hereunder. 7.Limitation of Liability-Payment of Loss (a) The liability of the Company under this Guarantee shall be limited to the amount of actual loss sustained by the Assured because of reliance upon the assurances herein set forth,but in no event shall the liability exceed the amount of the liability stated on the face page hereof. (b) The Company will pay all costs imposed upon the Assured in litigation carried on by the Company for the Assured,and all costs and attorneys'fees in litigation carried on by the Assured with the written authorization of the Company. (c) No claim for loss or damages shall arise or be maintainable under this Guarantee(1)if the Company after having received notice of any alleged defect,lien or encumbrance not shown as an Exception or excluded herein removes such defect,lien or encumbrance within a reasonable time after receipt of such notice,or(2)for liability voluntarily assumed by the Assured in settling any claim or suit without written consent of the Company. (d) All payments under this Guarantee,except for attorneys fees as provided for in paragraph 6(b)thereof,shall reduce the amount of the liability hereunder pro tanto,and no payment shall be made without producing this Binder or an acceptable copy thereof for endorsement of the payment unless the Guarantee be lost or destroyed,in which case proof of the loss or destruction shall be furnished to the satisfaction of the Company. (e) When liability has been definitely fixed in accordance with the conditions of this Guarantee,the loss or damage shall be payable within thirty days thereafter. 8.Subrogation Upon Payment or Settlement Whenever the Company shall have settled a claim under this Guarantee,all right of subrogation shall vest in the Company unaffected by any act of the Assured,and it shall be subrogated to and be entitled to all rights and remedies which the Assured would have had against any person or property in respect to the claim had this Binder not been issued.If the payment does not cover the loss of the Assured,the Company shall be subrogated to the rights and remedies in the proportion which the payment bears to the amount of said loss.The Assured,if requested by the Company,shall transfer to the Company all rights and remedies against any person or property necessary in order to perfect the right of subrogation,and shall permit the Company to use the name of the Assured in any transaction or litigation involving the rights or remedies. 9.Guarantee Entire Contract Any action or actions or rights of action that the Assured may have or may bring against the Company arising out of the subject matter hereof must be based on the provisions of this Guarantee.No provision or condition of this Guarantee can be waived or changed except by a writing endorsed or attached hereto signed by the President,a Vice President,the Secretary,and Assistant Secretary or other validating officer of the Company. 10.Notices.Where Sent All notices required to be given the Company and any statement in writing required to be furnished the Company shall be addressed to it at: Old Republic National Title Insurance Company 400 Second Avenue South Minneapolis,MN 55401 Attention:Claims Department 11.Arbitration Unless prohibited by applicable law,either the Company or the Assured may demand arbitration pursuant to the Title Insurance Arbitration Rules of the American Arbitration Association. Form 1112 tltle/Ipig.partl.ort.html 25172063 (1904384) Old Republic National Title Insurance Company Schedule A Order Number:ABC25172063 Guarantee No.:LPIG25172063.1904384 Liability Amount:$18,208,584.00 Property Address: 801 DIAMOND VALLEY DRIVE,WINDSOR,CO 80550 1.Name of Assured: PETROS PACE FINANCE LLC AND COLORADO NEW ENERGY IMPROVEMENT DISTRICT 2.Date of Guarantee: February 06,2020 at 5:00 P.M. 3.The estate or interest in the Land Is vested in: FUTURE LEGENDS,LLC,A NEVADA LIMITED LIABILITY COMPANY AND FUTURE LEGENDS,LLC AS THEIR INTERESTS MAY APPEAR 5.The Land referred to in this Guarantee is described as follows: PARCEL A: LOT 1,BLOCK 3,DIAMOND VALLEY SUBDIVISION,COUNTY OF WELD,STATE OF COLORADO PARCEL B: A PORTION OF TRACT A,DIAMOND VALLEY SUBDIVISION FIFTH FILING,TOWN OF WINDSOR,COUNTY OF WELD,STATE OF COLORADO,LOCATED IN THE SOUTH HALF OF SECTION 22,TOWNSHIP 6 NORTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: CONSIDERING THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 22 AS BEARING NORTH 00° 11'05"WEST WITH ALL BEARING CONTAINED HEREIN RELATIVE THERETO; BEGINNING AT THE CENTER QUARTER CORNER FOR SAID SECTION 22;THENCE NORTH 89° 17'29"EAST ALONG THE NORTH LINE OF SAID TRACT A A DISTANCE OF 1494.06 FEET;THENCE SOUTHEAST ALONG THE BOUNDARY OF TRACT A ON A CURVE TO THE RIGHT HAVING A RADIUS OF 360.00 FEET,A CENTRAL ANGLE OF 90° 34'17"AND AN ARC LENGTH OF 569.08 FEET,THE CHORD OF SAID ARC BEARS SOUTH 45°2523"EAST A DISTANCE OF 511.65 FEET;THENCE SOUTH 00°08'14"EAST ALONG THE EAST LINE OF TRACT A A DISTANCE OF 191.39 FEET;THENCE NORTH 90° 00'00"WEST A DISTANCE OF 258.37 FEET; THENCE SOUTH 00°00'00"EAST A DISTANCE OF 104.56 FEET;THENCE SOUTH 45°00'00"WEST A DISTANCE OF 239.83 FEET;THENCE NORTH 90°00'00"WEST A DISTANCE OF 519.58 FEET;THENCE NORTH 00°00'00"EAST A DISTANCE OF 110.37 FEET;THENCE NORTH 90° 00'00"WEST A DISTANCE OF 227.46 FEET;THENCE SOUTH 00° 00'00"EAST A DISTANCE OF 868.52 FEET;THENCE NORTH 90°00'00" Form 1112 tltle/Ipig.partl.ort.Mml 25172063 (1904384) Old Republic National Title Insurance Company Schedule A WEST A DISTANCE OF 248.25 FEET TO THE BOUNDARY OF TRACT A;THENCE NORTH 88° 17'33"WEST ALONG THE BOUNDARY OF TRACT A A DISTANCE OF 617.61 FEET;THENCE NORTH 00°35'57"WEST ALONG THE WEST LINE OF TRACT A A DISTANCE OF 1493.66 FEET;THENCE NORTHEAST ALONG THE BOUNDARY OF TRACT A ON A CURVE TO THE RIGHT HAVING A RADIUS OF 50.00 FEET,A CENTRAL ANGLE OF 89°53'33"AND AN ARC LENGTH OF 78.45 FEET,THE CHORD OF SAID ARC BEARS NORTH 44° 20'49"EAST A DISTANCE OF 70.64 FEET;THENCE NORTH 89° 17'36"EAST ALONG THE NORTH LINE OF TRACT A A DISTANCE OF 147.98 FEET TO THE POINT OF BEGINNING. PARCEL C: A PORTION OF TRACT A,DIAMOND VALLEY SUBDIVISION FIFTH FILING,TOWN OF WINDSOR,COUNTY OF WELD,STATE OF COLORADO,LOCATED IN THE SOUTH HALF OF SECTION 22,TOWNSHIP 6 NORTH, RANGE 67 WEST OF THE 6TH PRINCIPAL MERIDIAN,BEING MORE PARTICULARLY DESCRIBED AS FOLLOWS: CONSIDERING THE WEST LINE OF THE SOUTHEAST QUARTER OF SAID SECTION 22 AS BEARING NORTH 00° 11'05"WEST WITH ALL BEARING CONTAINED HEREIN RELATIVE THERETO; COMMENCING AT THE SOUTH QUARTER CORNER OF SAID SECTION 22;THENCE NORTH 89°24'32"EAST ALONG THE SOUTH LINE OF SECTION 22 A DISTANCE OF 438.17 FEET;THENCE NORTH 00°35'28"WEST A DISTANCE OF 60.00 FEET TO THE SOUTHWEST CORNER OF SAID TRACT A,THE POINT OF BEGINNING; THENCE NORTH 00°35'28"WEST ALONG THE WEST LINE OF SAID TRACT A A DISTANCE OF 1009.21 FEET;THENCE NORTH 90° 00'00"EAST A DISTANCE OF 248.25 FEET;THENCE NORTH 00° 00'00"EAST A DISTANCE OF 868.52 FEET;THENCE NORTH 90°00'00"EAST A DISTANCE OF 227.46 FEET;THENCE SOUTH 00° 00'00"EAST A DISTANCE OF 110.37 FEET;THENCE NORTH 90°00'00"EAST A DISTANCE OF 519.58 FEET;THENCE NORTH 45°00'00"EAST A DISTANCE OF 239.83 FEET;THENCE NORTH 00° 00'00" EAST A DISTANCE OF 104.56 FEET;THENCE NORTH 90°00'00"EAST A DISTANCE OF 258.37 FEET TO THE EAST LINE OF TRACT A;THENCE SOUTH 00°08'14"EAST ALONG THE EAST LINE OF TRACT A A DISTANCE OF 448.35 FEET;THENCE SOUTHEAST ALONG THE EAST LINE OF TRACT A ON A CURVE TO THE LEFT HAVING A RADIUS OF 440.00 FEET,A CENTRAL ANGLE OF 24°3712"AND AN ARC LENGTH OF 189.07 FEET,THE CHORD OF SAID ARC BEARS SOUTH 12°26'50"EAST A DISTANCE OF 187.62 FEET; THENCE SOUTH 00° 08'14"EAST ALONG THE EAST LINE OF TRACT A A DISTANCE OF 1394.85 FEET; THENCE ALONG THE SOUTH LINE OF TRACT A THE FOLLOWING EIGHT(8)COURSES;SOUTH 89° 24'26" WEST A DISTANCE OF 203.31 FEET;THENCE NORTH 00°35'34"WEST A DISTANCE OF 190.55 FEET; NORTH 40°31'19"WEST A DISTANCE OF 538.78 FEET;THENCE SOUTH 89°24'28"WEST A DISTANCE OF 252.83 FEET;SOUTH 00°34'37"WEST A DISTANCE OF 378.11 FEET;SOUTH 06°50'17"WEST A DISTANCE OF 96.68 FEET;SOUTH 00°3528"EAST A DISTANCE OF 129.80 FEET;SOUTH 89°24'32"WEST A DISTANCE OF 635.59 FEET TO THE POINT OF BEGINNING. Form 1112 titleilpig.part1.orthrtml 25172063 (1904384) Old Republic National Title Insurance Company (Schedule B) Order Number:ABC25172063 Guarantee No.:LPIG25172063.1904384 1. DEED OF TRUST DATED APRIL 19,2019,FROM COLORADO NATIONAL SPORTS PARK,LLC FOR THE USE OF FARZAM SABOUHI AS TRUSTEE OR BENEFICIARY TO SECURE THE SUM OF$1,500,000.00 RECORDED APRIL 25,2019,UNDER RECEPTION NO.MEMO. (AFFECTS PARCELS B AND C) Form 1112 title/Ipig.partl.ort.html 25172063 (1904384) INVOICE Land Title Guarantee Company 5975 Greenwood Plaza Blvd Suite 125 !Tie Greenwood Village,CO 80111 GUARANTEE COMPANY 970-282-3649 WWW.LTGC.COM Reference COLORADO NEW ENERGY IMPROVEMENT DISTRICT Your Reference Number: COLORADO NEW ENERGY Our Order Number: 25172063 IMPROVEMENT DISTRICT Our Customer Number: 81408 1580 LOGAN ST SUITE 100 Invoice Requested by: COLORADO NEW ENERGY None IMPROVEMENT DISTRICT DENVER,CO 80203 Invoice(Process)Date: February 13,2020 Transaction Invoiced By: Steve McQueen Email Address: smcqueen@ltgc.com Invoice Number: 25172063 Date: February 13, 2020 Order Number: 25172063 Property Address: 801 DIAMOND VALLEY DRIVE WINDSOR 80550 Parties: Future Legends tic And Colorado National Sports Park Llc Invoice Charges Previous Amount Due: $0.00 Ltd Property Info Guarantee $4,107.00 Total Invoice Amount: $4,107.00 Current Balance Due: $4,107.00 Due and Payable upon receipt Please make check payable to Land Title Guarantee Company and send to the address at the top of Page 1. Please reference Invoice Number 25172063 on your Payment Page 1 I nolce.odt 14420 07/2015 07/30/13 11:06:43 AM Hello