The River Mile Metropolitan District Nos. 1, 2, 3, 4 and 5; The River Mile Platte Valley Metropolitan District

THE RIVER MILE METROPOLITAN DISTRICT NOS. 1 – 3

450 E. 17th Avenue, Suite 400

Denver, Colorado 80203

Tel: (303) 592-4380

https://rivermilemetropolitandistricts.specialdistrict.org/

NOTICE OF CONTINUED SPECIAL MEETING AND AGENDA

Note:  For ease and presentation, The River Mile Metropolitan District No. 1 (“District No. 1”), The River Mile Metropolitan District No. 2 (“District No. 2”), and The River Mile Metropolitan District No. 3 (“District No. 3”, together with District No. 1, and District No. 2,  the “Districts”) will be meeting at the same time and considering the agenda below.  However, each Board of Directors of the Districts (“Board”) will consider agenda items separately and take separate actions.  If an agenda item is to be considered by a single District, it will be so noted on the agenda.

DATE:                        Monday, May 18, 2026

TIME:                         3:00 P.M.

LOCATION:            McGeady Becher Cortese Williams P.C.      

                                       450 E. 17th Avenue, Suite 400

                                       Denver, CO 80203                 

And via ZOOM

Join Zoom Meeting

https://us02web.zoom.us/j/87902357473?pwd=WjtCCVHqEruRyVaqbmh4c4raHNkBCg.1

Meeting ID: 879 0235 7473

Passcode: 515766

Dial In: 1- 719-359-4580

I.                   ADMINISTRATIVE MATTERS

A.                Confirm quorum and present disclosures of potential conflicts of interest.

B.                 Confirm location of the meeting and posting of meeting notice. Approve Agenda.

C.                 Public Comment. Members of the public may express their views to the Board on matters that affect the District. Comments will be limited to three (3) minutes.

D.                 Review and consider approval of the minutes of the April 2, 2026 special meeting. Previously approved at the May 13, 2026 meeting, no action required.

II.                 FINANCIAL MATTERS

A.                Review and consider acceptance of unaudited financial statements and schedule of cash position through the period ending March 31, 2026. Previously approved at the May 13, 2026 meeting, no action required.

B.                 [District No. 1] Review and ratify / approve the payment of claims, if any. Previously approved at the May 13, 2026 meeting, no action required.

C.                 Conduct public hearing on 2026 budget amendment and consider adoption of Resolution Amending 2026 Budget, if necessary. Previously approved at the May 13, 2026 meeting, no action required.

D.                Discuss and consider approval of the Seventh Amendment to Facilities Funding and Acquisition Agreement by and between District No. 1 and KSE Elitch Gardens, LLLP, formerly known as KSE Elitch Gardens / Revesco / Second City, LLLP (enclosure).

E.                 Discuss Acceptance of and Reimbursement for Verified District eligible costs:

                     1.        Review and consider acceptance of Engineer’s Report and Certification 09 prepared by Ranger Engineering, LLC (enclosure).

                      2.       Review and consider acceptance of Engineer’s Report and Certification 10 prepared by Ranger Engineering, LLC.

                      3.       [District Nos. 1 and 2] Consider approval of reimbursement to KSE Elitch Gardens, LLLP, formerly known as KSE Elitch Gardens / Revesco / Second City, LLLP, in accordance with the Facilities Funding and Acquisition Agreement, as amended, in amount of costs verified by Ranger Engineering, LLC.

                      4.        Ratify acceptance of Engineer’s Report and Certifications 01, 01 R1, 03, 04, 05, 06, 07 and 08 prepared by Ranger Engineering, LLC.

F.                  Discuss status of debt issuance and refinancing of the Loan between The River Mile Metropolitan District No. 1 and PNC Bank, N.A., as successor to Compass Mortgage Corporation.  Discuss related action items.

                      1.        [District No. 1] Rescind approval of the following items:

                                  a.        Term Sheet provided by Key Government Finance, Inc. previously approved on April 2, 2026. Previously approved at the May 13, 2026 meeting, no action required.

                                  b.       Engagement of Barnes & Thornburg LLP as District Bond Counsel. Previously discussed at the May 13, 2026 meeting, no action required.

                       2.        [District No. 2] Ratify approval of Term Sheet provided by Key Government Finance, Inc. Previously approved at the May 13, 2026 meeting, no action required.

                        3.       [District No. 2] Ratify the engagement of Barnes & Thornburg LLP as District Bond Counsel. Previously approved at the May 13, 2026 meeting, no action required.

                        4.       [District No. 2] Review proposals from North Slope Capital Advisors and MuniCap, Inc. for Independent Municipal Financial Advisor services (“IRMA”) and consider engagement of consultant for IRMA services. Previously approved at the May 13, 2026 meeting, no action required.

                        5.        [District No. 2] Review and consider adoption of Resolution authorizing incurrence of indebtedness in the form of a loan from Key Government Finance, Inc., as lender, in the maximum principal amount not to exceed $16,000,000.00 (the “Loan”) for the purpose of refunding outstanding indebtedness to fund the costs of public improvements and/or funding amounts to pay or reimburse the costs of public improvement for District No. 2; approving a Loan Agreement, a Promissory Note evidencing District No. 2’s repayment obligation under such Loan Agreement, a Capital Pledge Agreement and such other documents, certificates and instruments in connection therewith; providing details concerning the Loan and funds appertaining thereto; ratifying acts previously taken concerning said Loan; repealing all resolutions in conflict herewith; and providing for other matters relating thereto (enclosure).

                        6.        [District No. 3] Consider adoption of Resolution authorizing indebtedness in the form of a Capital Pledge Agreement among District No. 2, District No. 3, and Key Government Finance, Inc., relating to the Loan (defined above) and such other documents, certificates and instruments as may be necessary or required to effect the transactions contemplated thereunder; ratifying and confirming the execution of certain other documents, certificates and instruments; making determinations and findings as to matters related to the transaction contemplated under the Capital Pledge Agreement; authorizing incidental actions; and repealing prior inconsistent actions (enclosure).

                     7.           Review and consider approval of Termination of 2019 Pledge Agreement by and among District No. 1, District No. 2, District No. 3, and PNC Mortgage Corporation, as successor in interest to Compass Mortgage Corporation, subject to closing of the Loan (enclosure).

                    8.            [District No. 2] Authorize transfer of Loan proceeds to District No. 1 for reimbursement of advances under the Facilities Funding and Acquisition Agreement by and between District No. 1 and KSE Elitch Gardens, LLLP, formerly known as KSE Elitch Gardens / Revesco / Second City, LLLP, as amended.

                    9.            Discuss and authorize other necessary actions in connection therewith.

III.              LEGAL MATTERS

A.                 

IV.             CONSTRUCTION MATTERS [District No. 1]

A.               South Platte River Restoration Project

                    1.           Discuss status and timing of Project, construction and permitting. Previously discussed at the May 13, 2026 meeting, no action required.

                     2.          Review and ratify approval of Service Agreement for Engineering Services between District No. 1 and Calibre Engineering, Inc. (enclosure).

                     3.          Discuss City and County of Denver Access License Agreement by and between the City and County of Denver and The River Mile Metropolitan District No. 1 and related matters. Previously discussed at the May 13, 2026 meeting, no action required.

                    4.           Discuss proposal from the City and County of Denver related to potential funding for the South Platte River Restoration Project. Previously discussed at the May 13, 2026 meeting, no action required.

                    5.            Discuss status of matters related to utility infrastructure relocation / Franchise Agreement. Previously discussed at the May 13, 2026 meeting, no action required.

                    6.            Authorize any necessary actions in conjunction with the South Platte River Restoration Project. Previously discussed at the May 13, 2026 meeting, no action required.

B.               On-Site Construction Project

                    1.            Discuss status of On-Site Construction Project. Previously discussed at the May 13, 2026 meeting, no action required.

C.               Discuss status of Service Agreement for Project Management Services between The River Mile Metropolitan District No. 1 and The River Mile Development Company, LLC. Previously discussed at the May 13, 2026 meeting, no action required.

V.                OTHER BUSINESS

A.                 

VI.              ADJOURNMENT     

The next regular meeting is scheduled for July 22, 2026 at 10:00 a.m. via Zoom.

*For Accessibility purposes,  this is an alternate conforming version of the Agenda.