HomeMy WebLinkAboutECHDA19-013 Spring Creek Limited Partnership Term Sheet
Eagle County Housing and Development Authority
Outline of Special Limited Partner Terms
May 21, 2019
Project: Spring Creek Apartments
Gypsum, Colorado
Developer: Spring Creek Apartments LLC
Units / Unit Mix: The Project includes two phases. Phase 1 will be comprised of 150 apartment
dwelling units (“Phase 1 Units”), of which 100% will be affordable restricted units intended to
qualify for low-income housing tax credits (“LIHTCs”), the (“Phase 1 Restricted Units”). With
respect to the Phase 1 Restricted Units, 142 shall be designated for occupancy by households at
or below 60% or less of Area Median Income (“AMI”) as determined and published by the
Secretary of Housing and Urban Development (“HUD”) from time to time, 4 units at 50% AMI,
and the remaining 4 units at 30% AMI. Phase 2 will consist of a total of 132 units (“Phase 2
Units”). Fifty percent of the Phase 2 Units shall be designated for tenants at 80% or less of AMI
and the remaining fifty percent of the Phase 2 Units shall be designated for tenants at 120% or
less of AMI (“Phase 2 Restricted Units”). For the avoidance of doubt, no real property tax
exemption will be available for any units with restricted rentals greater than 80% or less of AMI.
The Phase 1 Restricted Units and the Phase 2 Restricted Units are collectively referred to as the
“Restricted Units.” The rental restrictions are collectively referred to herein as the “Rental
Restrictions.”
Business Terms:
Upon approval of participation by the Eagle County Housing and Development Authority
(“ECHDA”) Board in the form of a duly adopted resolution authorizing delegated staff to
negotiate and execute documentation of final agreements substantially consistent with the terms
outlined below, ECHDA, either itself or through a wholly owned subsidiary, will become a Class
A limited partner of the limited partnership formed to own the Phase 1 Units (the “Phase 1
Entity”) and a Class A limited partner/member of the limited partnership or limited liability
company formed to own the Phase 2 Units (“Phase 2 Entity” and, together with the Phase 1
Entity, the “Project Entities”):
1. Project Entity Governing Agreement. ECHDA will be admitted as a Class A Limited
Partner/Member by executing a Project Entity’s governing agreement, either a limited
partnership agreement or an LLC operating agreement, or an addendum thereto (a
“Project Entity Governing Agreement”). Each Project Entity Governing Agreement
shall be in a form and substance reasonably acceptable to ECHDA.
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
2. Capital Contribution; Ownership Interests.
a. Phase 1. For a capital contribution of $100.00, ECHDA will acquire an
approximately 0.0045% ownership interest in the Phase 1 Entity as a Class A
Limited Partner (the “Phase 1 ECHDA Interest”) on or about [June 18], 2019.
Riverside Spring Creek Apartments Investor, LLC, a Delaware limited liability
company, the investor limited partner (the “Phase 1 Limited Partner”), will
acquire an approximately 99.99% ownership interest in the Phase 1 Entity. The
remainder of the ownership interests will be acquired by Spring Creek Gypsum
GP LLC, a Colorado limited liability company, an affiliate of Developer
(0.0045%), and Riverside Manager, LLC, a New Jersey limited liability company,
the special limited partner (0.001%).
b. Phase 2. For a capital contribution of $100.00, ECHDA will acquire an
approximately 0.001% ownership interest in the Phase 2 Entity as a Class A
Limited Partner/Member on or about June 2020 or such earlier time as is
reasonably required by the Developer based on the construction financing
timeline (the “Phase 2 ECHDA Interest” and, together with the Phase 1 Entity
Interest, the “Project Entity Interests”). The general partner for Phase 2 will be
an affiliate of Developer. The investor limited partner for Phase 2 has not yet been
identified.
3. Cooperation as to Exemption. The Project Entity Interests are intended to facilitate
qualification of the Restricted Units for an exemption (the “Exemption”) from real
property taxes, and from state and municipal sales and use taxes (“Taxes”), to the extent
attributable to the Restricted Units and otherwise approved by applicable governmental
authorities. Upon the admission of ECHDA to each of the Project Entities, ECHDA
agrees use its commercially reasonable efforts, at no cost to ECHDA, to take such actions
as are reasonably necessary to assist with obtaining the Exemption for the Restricted
Units.
Notwithstanding the foregoing or anything to the contrary herein, (i) in the event the
Phase 1 Restricted Units no longer qualify or are entitled to an Exemption as a result
from a change in law, ECHDA shall have the right to withdraw from the Phase 1 Entity;
and (ii) in the event the Phase 2 Restricted Units no longer qualify or are entitled to an
Exemption as a result from a change in law, ECHDA shall have the right to withdraw
from the Phase 2 Entity.
4. ECHDA Expenses.
a. Phase 1. The Developer or the Phase 1 Entity shall reimburse ECHDA for its
legal expenses actually incurred to review the agreements required to be admitted
to the Phase 1 Entity in an amount not to exceed $15,000.00, which shall be
payable whether or not ECHDA is admitted as a Class A Limited Partner.
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
b. Phase 2. The Developer or the Phase 2 Entity shall reimburse ECHDA for its
legal expenses actually incurred to review the agreements required to be admitted
to the Phase 2 Entity in an amount not to exceed $15,000.00, which shall be
payable whether or not ECHDA is admitted as a Class A Limited Partner.
5. Reports. The Developer shall timely provide to ECHDA copies of the standard operating,
leasing, financial and other operating reports that are provided to the Project Entities’
investors in the same frequency as required by each respective investor. Also, ECHDA
will receive the annual audited financial statement of the Project Entities on or before the
end of the third month following the end of each calendar year. Failure to provide within
the defined timeframe will result in a $50 per day fee payable by the Developer to
ECHDA, beginning on the date that ECHDA provides written notice of such default.
6. ECHDA Asset Management Fee and Exit Fee.
a. Phase 1. The Developer or the Phase 1 Entity shall pay ECHDA an annual
ECHDA Asset Management Fee in an amount equal to $5,000.00, payable
commencing upon the admission of ECHDA as a Class A Limited Partner of the
Phase 1 Entity, and on each anniversary thereof. Upon ECHDA’s exit from the
Phase 1 Entity, the Phase 1 Entity shall pay an exit fee to ECHDA of $20,000.00.
b. Phase 2. The Developer or the Phase 2 Entity shall pay ECHDA an annual
advisory/facilitation fee in an amount equal to $5,000.00, payable commencing
upon the admission of ECHDA as a Class A Limited Partner/Member of the
Phase 2 Entity, and on each anniversary thereof. Upon ECHDA’s exit from the
Phase 2 Entity, the Phase 2 Entity shall pay an exit fee to ECHDA of $20,000.00.
7. ECHDA Covenant. Upon admission of ECHDA, each Project Entity shall record a
restrictive covenant against title to its property in the Eagle County real estate records, for
the benefit of and in a form reasonably acceptable to ECHDA, memorializing its
agreement to operate the property for 50 years in accordance with the Rental Restrictions
applicable to the project. To the extent required by the first lien construction lender and
the first lien permanent lender, ECHDA will subordinate its interests under this covenant
to the interests of such parties.
8. Leasing Preference. Each Project Entity shall, to the extent permitted by the federal and
state fair housing acts and all other applicable law, establish and implement a leasing
preference for Eagle County residents and employees, with greatest preference given to
public employees (including school district, emergency services, water provider, and
Eagle County employees).
9. ECHDA Withdrawal Lockout Period. So long as the Phase 1 Entity complies with all
Rental Restrictions applicable to Phase 1, and except as provided in Section 3 above and
Sections 11 and 15 below, ECHDA shall not be entitled to withdraw as a Class A Limited
Partner from the Phase 1 Entity during the 15-year Initial Compliance Period, as defined
in Section 42 of the Internal Revenue Code. So long as the Phase 2 Entity complies with
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
all Rental Restrictions applicable to Phase 2, and except as provided in Section 3 above
and Sections 11 and 15 below, ECHDA shall not be entitled to withdraw as a Class A
Limited Partner from the Phase 2 Entity during the first 15 years after ECHDA’s
admission to as a Special Limited Partner to the Phase 2 Entity. Subject to the provisions
of Sections 3, 11 and 15 herein, if a Project Entity ceases or otherwise fails to comply
after notice from ECHDA and a reasonable opportunity to cure, ECHDA may withdraw
from the non-complying Project Entity. ECHDA shall accept a timely cure from the
project’s investor limited partner/member on the same basis as if tendered by the Project
Entity. Any change to the Rental Restrictions shall require ECHDA’s prior written
approval.
10. Financial Viability Test.
a. Phase 1. With respect to the Phase 1 Entity, beginning on the expiration of the 15-
year Initial Compliance Period, and every year thereafter, ECHDA and the Phase
1 Entity will review the economic health of the Phase 1 property and other
conditions and determine whether continuing the property tax exemption for the
subsequent years is needed for the property to be Financially Viable (as defined
below) based upon the affordability restrictions contained in the applicable Rental
Restrictions. If the property tax exemption is not needed for the property to be
Financially Viable, the property tax exemption will be discontinued, and if the
exemption is discontinued, then ECHDA will have the right to exit the Phase 1
Entity. If it is determined that the property tax exemption is still necessary for the
Financial Viability of the Project, then ECHDA will remain in the Phase 1 Entity.
For purposes of this section, the term Financially Viable shall be deemed to mean
that the Project would still be able to achieve a 1.15 to 1.0 (or greater) debt
service coverage ratio, after the funding of all applicable reserves and the
payment in full of all applicable property taxes following a termination of the
property tax exemption. If, however, the continuing tax exemption is not required
for the Project’s Financial Viability, then ECHDA shall have the right to
withdraw from the Phase 1 Entity upon 120 days written notice to the General
Partner and the Limited Partner. If ECHDA withdraws from the Phase 1 Entity,
the Phase 1 Entity shall return the ECHDA Capital Contribution, plus interest at
the rate of ten percent (10%) per annum, compounded annually, from the date of
ECHDA’s admission to the Phase 1 Entity through the date of withdrawal, plus
payment of the Exit Fee. ECHDA shall have the right to approve any refinance of
any debt secured by the Phase 1 property following the initial financing, which
approval shall not be unreasonably withheld, conditioned, or delayed.
b. Phase 2. With respect to the Phase 2 Entity, beginning on date that is 15 years
after issuance of the certificate of occupancy for the Phase 2 Restricted Units, and
every year thereafter, ECHDA and the Phase 2 Entity will review the economic
health of the Phase 2 property and other conditions and determine whether
continuing the property tax exemption for the subsequent years is needed for the
property to be Financially Viable (as defined below) based upon the affordability
restrictions contained in the applicable Rental Restrictions. If the property tax
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
exemption is not needed for the property to be Financially Viable, the property tax
exemption will be discontinued, and if the exemption is discontinued, then
ECHDA will have the right to exit the Phase 2 Entity. If it is determined that the
property tax exemption is still necessary for the Financial Viability of the Project,
then ECHDA will remain in the Phase 2 Entity. For purposes of this section, the
term Financially Viable shall be deemed to mean that the Project would still be
able to achieve a 1.15 to 1.0 (or greater) debt service coverage ratio, after the
funding of all applicable reserves and the payment in full of all applicable
property taxes following a termination of the property tax exemption. If, however,
continuing tax exemption is not required for the Project’s Financial Viability, then
ECHDA shall have the right to withdraw from the Phase 2 Entity upon 120 days
written notice to the general partner and any investor partner or member. If
ECHDA withdraws from the Phase 2 Entity, the Phase 2 Entity shall return the
ECHDA Capital Contribution, plus interest at the rate of ten percent (10%) per
annum, compounded annually, from the date of ECHDA’s admission to the Phase
2 Entity through the date of withdrawal, plus the Exit Fee. ECHDA shall have the
right to approve any refinance of any debt secured by the Phase 2 property
following the initial financing, which approval shall not be unreasonably
withheld, conditioned, or delayed.
11. Other ECHDA Withdrawal Rights. ECHDA shall have the right to withdraw from a
Project Entity upon 30 days written notice to the general partner/manager of the Project
Entity and any investor in such Project Entity upon occurrence of any of the following,
which period may be extended for up to an additional sixty (60) days to the extent
necessary in order for the investor to replace ECHDA with another entity that qualifies
for the real estate tax exemption and abatement for the Project, the selection of such
substitute entity being in the sole discretion of the investor: (i) a breach by the Project
Entity or by and general partner/manager of any provisions of each respect Project Entity
Governing Agreement or related agreements, if such breach is not cured within 30 days
following written notice thereof to the general partner/manager and any investor (or such
longer period permitted under the Project Entity Governing Agreement); (ii) a failure of
the Project Entity to comply with the applicable Rental Restrictions, where such failure is
not cured within 90 days following written notice thereof by ECHDA to the general
partner/manager and the Project Entity’s investor (if applicable); (iii) a failure of the
Project Entity to maintain the Project in compliance with applicable laws or a breach of
applicable laws which materially impedes the ability of the Project Entity to operate the
Project, where such failure is not cured within 60 days following written notice thereof
by ECHDA to the general partner/manager and Project Entity’s investor; (iv) except in
the case of the removal and substitution of the general partner by the investor pursuant to
the terms of the Project Entity’s Governing Agreement, the admission of a new general
partner/manager to the Project Entities unrelated to Developer or investor without the
consent of ECHDA; (vi) the refinancing of a Project Entity’s secured debt on terms that
permit distributions to the partners of the Project Entity or repayment of subordinated
debt owing to any partner, member or affiliate, unless ECHDA has consented to the
refinancing, such consent not to be unreasonably withheld, conditioned or delayed; or
(vii) an Event of Bankruptcy with respect to the Project Entity or any general
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
partner/manager, member or partner therein, provided, however, that in no event shall
any of the foregoing be attributable to any action of ECHDA.
12. Repurchase of ECHDA Interest. Upon (i) any material violation by ECHDA of a Project
Entity Governing Agreement (defined below), or (ii) some or all of the Restricted Units
no longer qualifying for the Exemption, the general partner/manager of a Project Entity
shall have the option to purchase the applicable ECHDA entity interest for a price equal
to $100.00 plus any accrued but unpaid amounts otherwise payable to ECHDA under the
Project Entity Governing Agreement. Upon acquisition of the Phase 1 ECHDA Interest
or the Phase 2 ECHDA Interest pursuant to clause (i) of this Section 12, the ROFO
discussed in Section 13 below shall terminate.
13. Right of First Offer. Any sale or transfer of any property owned by a Project Entity or
any interest therein will require ECHDA consent; provided, however, that the General
Partner may exercise any purchase option it has to buy the property from the Project
Entity or to buy the interest of the project’s investor limited partner/member without the
prior written consent of ECHDA. For a period beginning on the day after the Initial
Compliance Period ends and expiring ten (10) years later (the “Exercise Period”), in the
event that either (a) the general partner/manager or its affiliate (the “Grantee”) has
declined to exercise its purchase option to buy the Property or the investor’s interest in
the Project Entity and the Project Entity desires to sell the Project, or (b) that Grantee has
purchased the Project pursuant to its purchase option and such Grantee that has title to the
Project desires to sell the Project, then either the Project Entity or such Grantee, as
applicable (the “Seller”), shall first offer to sell the Project to ECHDA by providing
ECHDA with a written notice (the “ROFO Offer Notice”), setting forth a proposed
purchase price (the “Offer Price”), commercially reasonable title and property condition
inspection rights and closing date. Within 45 days after the Seller provides such ROFO
Offer Notice, ECHDA may notify the Seller that it desires to purchase the Project at the
purchase price and on the terms set forth in the ROFO Offer Notice (the “Acceptance
Notice”). If ECHDA delivers an Acceptance Notice, then the Seller and ECHDA shall,
within 30 business days (the “Negotiating Period”) in good faith attempt to agree on the
terms of, and execute, a definitive purchase and sale agreement based on the terms
contained in the ROFO Offer Notice and the Offer Price. Such terms shall include a
transfer of the Project in an “as is” condition by special warranty deed. If ECHDA fails to
notify the Seller that it desires to purchase the Project, or in the event that ECHDA and
the Seller fail to reach agreement on a definitive purchase and sale agreement during the
Negotiating Period and either ECHDA or the Seller terminate further negotiations by
notice to the other, then the Seller shall be free, for a period of 365 days, to sell the
Project to a third party purchaser for a purchase price that is not less than the purchase
price set forth in the ROFO Offer Notice provided to ECHDA without further notice to or
consent by ECHDA required. In such event, ECHDA shall, at the expense and request of
the Seller, execute such documents as may be reasonably necessary for the Seller to sell
the Project free and clear from ECHDA’s right of first offer, including such documents as
may be necessary to satisfy the third party purchaser and the title insurance company that
the right of first offer does not apply with respect to the sale. In the event the Seller has
not entered into a third-party purchase contract within 365 days, then ECHDA’s right of
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
first offer as described in this section shall be reinstated. Notwithstanding anything to the
contrary herein, to the extent the proceeds from a sale of the Property to ECHDA are
insufficient to satisfy all amounts owed to the Phase I Limited Partner per the Phase I
Project Entity Governing Agreement, such amounts shall be paid to the Phase I Limited
Partner by General Partner and not by ECHDA.
If requested by ECHDA, a memorandum of the ROFO shall be recorded in the Eagle
County real property records in a form and substance reasonably acceptable to the parties
hereto. The rights of ECHDA under the ROFO will be subject and subordinate to the lien
of the deed of trust on the property in favor of the construction lender and the permanent
lender; the lien of any deed of trust recorded after the date of the ROFO in connection
with any financing or refinancing related to the property; and the Rental Restrictions,
CHFA LURA, and Colorado Division of Housing regulatory agreements.
14. Indemnification of ECHDA. Upon admission to a Project Entity, ECHDA will be deemed
a Class A Limited Partner/Member of such Project Entity for all purposes and shall not
have any obligation under a Project Entity Governing Agreement to, without limitation,
indemnify any general partner/manager of the Project Entity or pay the Project Entity’s
costs or debts such as repayment of loans or equity, insurance costs, or other liabilities or
operating expenses. ECHDA will not be responsible for management of ether the Phase 1
project or the Phase 2 project. Each general partner/manager of a Project Entity shall
indemnify ECHDA for any and all claims relating to or arising out of such Project Entity,
including but not limited any defense costs and legal fees.
a. Phase 1. The Phase 1 general partner/manager will provide indemnification and
guarantees of performance / compliance related to Phase 1 to ECHDA in a form
and substance acceptable to ECHDA. The foregoing indemnification and
guarantees shall include, without limitation, environmental indemnifications.
Under the Phase 1 Project Entity Governing Agreement, ECHDA shall have (i) no
obligation to contribute capital, other than its initial capital contribution of
$100.00, (ii) no obligation to provide loan or debt guaranties, and (iii) shall be
indemnified by the general partner/manager for actual damages cause to ECHDA
and not resulting from any actions of ECHDA.
b. Phase 2. The Phase 2 general partner/manager will provide indemnification and
guarantees of performance / compliance related to Phase 2 to ECHDA in a form
and substance acceptable to ECHDA. The foregoing indemnification and
guarantees shall include, without limitation, environmental indemnifications.
Under the Phase 2 Project Entity Governing Agreement, ECHDA shall have (i) no
obligation to contribute capital, other than its initial capital contribution of
$100.00, (ii) no obligation to provide loan or debt guaranties, and (iii) shall be
indemnified by the Phase 2 Entity, general partner/manager, and other partners.
15. ECHDA Consent Rights. ECHDA’s written consent, which shall not be unreasonably
withheld, delayed or conditioned, will be required for (i) the transfer of control of the
general partner/manager to any party not affiliated with the Developer or the investor,
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
and which is not a permitted designee of the investor; (ii) the withdrawal from a Project
Entity of a general partner/manager if such general partner/manager is not replaced by an
affiliate of the Developer or investor, and which is not a permitted designee of the
investor; (iii) following the voluntary withdrawal of the general partner/manager, the
admission of a successor general partner/manager, if the successor is not an affiliate of
the general partner/manager or investor, and which is not a permitted designee of the
investor; (iv) following any exercise by a Project Entity’s investor of its rights under the
Project Entity Governing Agreement to remove the general partner/manager, the
admission of a successor general partner/manager, if the successor is not an affiliate of
the general partner/manager or investor, and which is not a permitted designee of the
investor; and (v) any amendment or modification to a Project Entity Governing
Agreement that would (I) have a material adverse effect on the rights or obligations of
ECHDA, (II) change the purposes of the Project Entity in a manner that adversely affects
the property tax exemption, or (III) as to Phase 1 Units, authorize the Phase 1 Units to be
operated other than as an affordable housing project in compliance with Section 42 of the
Internal Revenue Code and the Phase 1 Rental Restrictions; provided, that if any of the
actions described above are taken without the written consent of ECHDA, the sole
remedy of ECHDA shall be to withdraw from the Project Entity.
16. Successor General Partner. In the event that the general partner/manager is removed as
general partner/manager from a Project Entity, ECHDA shall have the right to become
the successor general partner/manager of such Project Entity upon ECHDA’s agreement
to assume all guaranty obligations of the general partner/manager and subject to the prior
written approval and consent of any applicable lender and tax credit investor, each in its
sole discretion. Additionally, in the event of the removal or withdrawal of Spring Creek
Gypsum GP LLC, a Colorado limited liability company as a General Partner of the
Project Entity, the Phase I Limited Partner shall also have the right, but not the
obligation, in its sole discretion to remove ECHDA as a Partner and replace it with
another Person that qualifies for the real estate tax exemption and abatement for the
Project, the selection of such substitute Partner being in the sole discretion of the Phase I
Limited Partner.
17. Closing Documents.
a. Phase 1. Within 30 calendar days after execution, the General Partner shall
provide to ECHDA signed copies of the following Phase 1 documents: (i) the
Project Entity Governing Agreement, the ECHDA Guaranty (see section 14
above), the Right of First Offer Agreement, and the Memorandum of Right of
First Offer Agreement; and (ii) the ECHDA Rental and Occupancy Covenant, the
HTF and HDG regulatory agreements executed for the benefit of the State of
Colorado, and the Land Use Restriction Agreement executed for the benefit of the
Colorado Housing and Finance Authority.
b. Phase 2. Within 30 calendar days after execution, the Phase 2 Entity general
partner shall provide to ECHDA signed copies of the following Phase 2
documents: (i) the Project Entity Governing Agreement, the ECHDA Guaranty,
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
the Right of First Offer Agreement, and the Memorandum of Right of First Offer
Agreement; and (ii) the ECHDA Rental and Occupancy Covenant and any other
affordability covenants encumbering the Phase 2 Units.
18. Non-Binding. This Outline of Special Limited Partner Terms (“SLP Term Sheet”) is a
list of proposed terms that may or may not become part of definitive documents. It is not
based on any agreement between the parties. Except for the provisions of Sections 4(a)
and (b) above, which shall constitute an agreement of the parties hereto, Developer,
ECHDA and Limited Partner understand and acknowledge that no legal obligations are
created by this SLP Term Sheet, and that neither Developer, ECHDA nor Limited Partner
will have any legal obligations with respect to the proposed transaction (unless and until
the definitive agreements are executed and delivered by all parties). Except with respect
to Sections 4(a) and (b) above, this letter is not intended to impose any obligation on any
party, and in particular it does not impose on any party any obligation to bargain in any
way other than at arm’s length. This paragraph supersedes all other conflicting language.
(The balance of this page is intentionally left blank. Signatures continued on next page.)
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
ECHDA
Eagle County Housing and Development
Authority, a public body, corporate and politic
By: _______________________________
Name: _______________________________
Title: _______________________________
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
Commissioner
Jeanne McQueeney
DEVELOPER
Acknowledged and agreed:
INVESTOR LIMITED PARTNER:
Riverside Spring Creek Apartments Investor, LLC,
a Delaware limited liability company
By: Riverside Capital, LLC,
its Managing Member
By:___________________________
Name:
Title:
11989818_9.doc
Spring Creek Apartments LLC, a Colorado
limited liability company
By: Polar Star Development, LLC, Manager
By: ______________________________
_ Name: Gerald E. Flynn
Title: Managing Member
DocuSign Envelope ID: C56D832C-8A81-4850-B043-D897018B41CD
Sean Creedon
Vice President
DocuSign Envelope ID: F79FA73F-BACF-4D0F-83D2-8C1A731C9697
