DENVER UNION STATION

$500M Public Transportation Infrastructure Project with 5 Public/Private Partners, and 9 financing Sources

DUS Site

Purpose: To provide a flavor of the complexities involved in a multi-party, multi-jurisdictional redevelopment transaction

Focus:A look at the project itself, its financing sources, its debt structure and the hurdles it has overcome

Acknowledgements: The 4 partner agencies and the private partner who, together with their own teams, managed to complete the financing of this project and head into the home stretch with the construction

Introduction

Regional Transportation District (RTD)

City and County of Denver (CCD)

Denver Regional Council of Governments (DRCOG)

Colorado Department of Transportation (CDOT)

Union Station Neighborhood Company (USNC)

Four Original Partner Agencies Plus Master Developer

RTD ACQUIRES DUS SITE

2001

MASTER PLANNING

2002-4

August 2001 RTD acquires DUS site in accordance with IGA between RTD, CCD, CDOT and DRCOG

April 2002 Partner Agencies initiated master planning process

3-year public process with 96-member Advisory Committee

September 2004 Vision Plan approved by four Partner Agencies establishing transit and development programs

September 2004 DUS rezoned T-MU 30

Milestones Nov. 2004FasTracks approved

by voters

Intergovernmental Agreement:◦ Originally intended to memorialize the contributions of each of

the four partners to the purchase of the historic building and its 19.5-acre site and to acknowledge RTD as fee owner of the property

◦ No legal entity created; no power to contract◦ Third Amendment established Executive Oversight Committee

(EOC) and set forth timeline for selecting Master Developer for the redevelopment project, as well as need to determine “governance” for the project

Organization, Purpose and Goals

Master Plan◦Developed 2001-2004 and adopted in 2004 by

governing bodies of all of the partner agencies◦Supplemented in 2008 when project design

determined and again formally approved by all governing bodies

Re-Zoning◦CCD formally re-zoned property in 2004 to a

then-new category, TMU-30, which accommodates transit mixed use development

Regulatory Actions

Voter approved November 2004

119 miles of Rail Rapid Transit (LRT/CRT)

18 miles of Bus Rapid Transit (BRT)

31 new park-n-Rides with over 21,000 new spaces

Enhanced Bus Network & Transit Hubs (FastConnects)

FasTracks Program

Multi-Modal Vision for the Metropolitan Area

Major Transit Elements at DUS 8 track CRT (plus expansion)

◦ East (DIA) - 2016◦ North Metro (I-25 North)◦ Northwest (Boulder)◦ Gold (Arvada/Golden) - 2016◦ Amtrak – 2014

3 track LRT ◦ Existing Southwest & Southeast - 2011◦ West (Lakewood/Golden) – 2013

22 bay regional bus facility - 2014◦ 16 regional◦ 4 Downtown Circulator◦ 2 commercial bus

16th Street Mall Extension – 2011

Downtown Circulator

Public Realm

Transit Framework

Light Rail $ 56.9 M

Passenger Rail $145.2 M

Regional Bus $219.0 M

Streets & Public Spaces $ 40.0 M

DUS Renovation $ 17.0 M

Miscellaneous $ 9.9 M

$488.0 M

Project Cost Summary

DEVELOPER SELECTION

2005-6

DESIGN REFINEMENT

2007

18 month process of national significance

Developer RFQ June 2005 11 teams submit

RFP Part 1, February 2006 5 teams submit

RFP Part 2, July 2006

Developer Interviews, August 2006

Public Presentations, September 2006

Nov. 2006USNC Selected as

Master Developer,team included SOM, AECOM, and Kiewit

Nov. 2007Revised solution& target budget

established

PRELIMINARY ENG.

2008

USNC led design refinement - team studied alternative configurations

At-Grade Solutiondeveloped and costed;15% Conceptual Plans prepared

Master Plan amended to reflect new solution

EIS advances

Design Team prepared 30% Preliminary Engineering

EIS completed

ROD issued October 2008

DUSPA created

DDA created, TIF district established

DUS Met Districts created

Dec. 2008PE complete

Start D/B Negotiations

DUS Site

USNC Sites

14

Light Rail

RegionalBus

(below)

CRT/Passenger Rail

12

34 5

17 th St.Chestnut Pl.

Wewatta St.

Wewatta Plaza

16 th St.

18 th St.

DUS - Transit Infrastructure

DUS HISTORIC BUILDING

LIGHT RAIL + MALL SHUTTLE STATIONS

REGIONAL BUS TERMINAL

COMMUTER RAIL TERMINAL

Wynkoop Plaza

Federal and state grants◦ Ultimately approximate total of $180M from FHWA,

FTA, SB-1, ARRA

Property Sale Proceeds◦ $27M for sale by RTD of 5 parcels of the 19.5 acres to

USNC◦ $11.4M for sale by RTD of Market Street Station

property to CCD

Borrowing◦ Ultimately approximate total of $300M

Financing Sources

$50M FHWA (CDOT)

$28.6M ARRA Funds (DRCOG and RTD)

$9.6M FTA

$2.5M TIP

$18.6M Senate Bill 1(CO)

Federal and State Grants

$1.5M North Wing Parcel

$1.5M South Wing Parcel

$3M Triangle Parcel

$10M A Block Parcel

$10M B Block Parcel

$11.436 Market Street Station

Property Sale Proceeds

Borrowed funds:◦ Clear need for additional funds◦ Determine source of borrowing◦ Determine source/sources for repayment

Assumption: ◦ Tax-exempt securities sold in financial markets; repayment from

RTD’s FasTracks allocation to DUS ($208.8M) and from CCD tax increment revenue

Steps: ◦ Annuitize the RTD FasTracks allocation ◦ Establish a CCD framework for creating and collecting incremental

taxes on and surrounding the site

Creating a Borrowing

Creating the legal entities:◦ Denver Union Station Project Authority (DUSPA), a 57-187 on-behalf-of

issuer for federal tax purposes and a Colorado non-profit corporation

◦ Denver Downtown Development Authority (DDA), a statutory authority with tax-increment powers; comprises 40+ acres in the Central Platte Valley

◦ DUS Metropolitan District Nos. 1-5 (Met Districts), statutory metropolitan districts that levy property taxes; boundaries of Nos. 1-3 include the 19.5 acres and those of Nos. 4-5 include Market Street Station

Establishing A Framework

A Public-Private PartnershipDenver Union Station

DRCOGDenver Regional

Council of Governments

CDOTColorado

Department of Transportation

RTDRegional

Transportation District

CCDCity & County

of Denver

DDADowntown

Development Authority

DUSPADenver Union Station Project Authority

Owner’s Representative: Trammell Crow Company

Kiewit Western CompanyTransportation/Public

Infrastructure Contractor

AECOMTransportation Infrastructure

Engineer

Hargreaves & AssociatesLandscape Architect

SOMSkidmore, Owings, and Merrill, LLP

Master Plan & Transit Architect

FEDERAL & STATE DUS METRO DISTRICT

Design, Construction, and Operation of Private Buildings

developed on DUS site

CONTINUUMPARTNERS

EAST WESTPARTNERS

USNCUnion Station

Neighborhood CompanyMaster Developer

Private land and vertical developer of DUS sites

Participate in management of transit and public infrastructure project

PUBLIC PRIVATE

DRCOG1 member

RTD2 members

CCD6 members

2 non-votingmembers

CDOT1 member

Metro District1 member

DESIGN-BUILD CONTRACT

Public Finance Summary | DDA & DUS Met District Boundaries

DDA Boundary

DUS Met Districts

DUS Site Market St. Station

18 th Street

15 th Street

17 th Street16 th Street

19 th Street

20 th Street

Consolid

ated M

ain Line

Wewatta S

treet

Wynkoop Stre

etDUS

Market St. Station

Tax-Exempt Markets◦After downturn, capital markets not

accessible

Federal Loan Opportunities◦Restructured DUS repayment scenarios to

accommodate federal requirements

2008 Market Shift

Transportation Infrastructure Finance and Innovation Act (TIFIA)- $145M

Railroad Rehabilitation and Improvement Finance (RRIF) - $155M

Federal Loans

Transportation Infrastructure Finance and Innovation Act (TIFIA)◦ “Springing lien”; “bankruptcy event” not clearly defined; explored

bankruptcy potential RTD/DUSPA;◦ Springing lien issue necessitates TIFIA be senior lender for first

time; participation of private developer unusual

Federal Loan Negotiations

Railroad Rehabilitation and Improvement Financing (RRIF)◦ No physical collateral; acceleration; first time as subordinate

lender

Federal Loan Negotiations

FasTracks $208.8M less previous expenditures = $165M

$165M annuitized at 5.65% to $12M annually, pledged by RTD to DUSPA to secure and repay TIFIA loan

Denver Downtown Development Authority (DDA) all tax increment revenue for 30 years pledged by City to DUSPA to secure and repay RRIF loan

Loan Repayment Sources

Moral Obligation (City Contingent Commitment) from City and County of Denver

In the event of a shortfall in revenue available for debt service on the subordinate loan (RRIF), the City and County of Denver will request of its City Council appropriation of up to $8M annually during the term of the loan to make up any such shortfall

Loan Security

Design-Build contract executed

Early Action workFinal Design / Permits

Continued Public Outreach through USAC

DUS Design Standards & Guidelines Approval

DUS General Development Plan

Approval

DUS obtains investment grade rating

Q4 2013 – Q1 2014Public project

completion

Amtrak relocated to temporary station

USNC closes on Triangle development parcel

Light Rail Station opens

Phase 2 construction begins

DUSPA MOVES AHEAD

2009

CONSTRUCTION START

2010

PHASE 1 OPENS

2011

PROJECT COMPLETION

2012-14

Final design continues

Construction starts at risk

DUSPA closes loans with USDOT

USNC closes on North and South Wing

development parcels

North Wing and South Wing open

USNC closes on remaining

development parcels

Block A and Triangle construction begin

CRT and Regional Bus facilities open

Wynkoop Plaza opens

32

Wewatta PlazaView from 17th and Wewatta Streets

Wewatta Plaza – opening day

DUS Light Rail Station and PlazaView toward CML from 17th Street and Chestnut Place

DUS Light Rail Station and PlazaView toward CML from 17th Street and Chestnut Place

The Denver Union Station transportation project opened on May 9, 2014 on schedule and on budget

The successful opening means the region has gained a modern, multi-modal transportation hub, grounded by a magnificent renovation of a beautiful historic building

Conclusion

Mantra of the 5 partners: “No is not the answer!”