Contribution Projects EZ Project Name Project Type Completion Date

Page 1 ECONOMIC DEVELOPMENT COMMISSION Meeting Summary 9:00 a.m. 12:00 p.m. MEETING DATE 1625 Broadway, Suite 2700 Denver, CO 80205 MEETING PARTICIPANTS A. Commission Members: Dick Monfort, Dick Robinson, Dwayne Romero, Millete Birhanemaskel, J.J. Ament, Teresa Taylor, Darius Allen, Bill Sisson, and Howard Gelt. B. Guests: Aldo Svaldi, Denver Post; Ed Sealover, Denver Business Journal; Aimee Tihonovich, City of Pueblo; Laura Brandt, MDEDC; Tammy Fields, Colorado Springs Regional Business Alliance; Leslie Simonton, Project Cutter; Sara Castellanos, Aurora Sentinel; Ryan Smith, Habitat for Humanity; Michael Badertscher, Gaiam; Christie Stentz, Gaiam; Tom Hill, Summit Materials; Angela Dziubek, Summit Materials; Valerie Barker, Summit Materials; Shannon Neeley, Summit Materials; Jennifer Rose, Summit Materials; Bryan Blakely, Aurora EDC; Wendy Mitchell, Aurora EDC; Skip Noe, City of Aurora; Aimee Tihonovich, Pueblo ED; and DeAnne McCann, El Paso County. C. Commission/OEDIT/State Staff: Kenneth Lund, Kevin Tilson, John Reece, Deborah Cameron, Michelle Hadwiger, Donald Zuckerman, Stephanie Donner, LeAnn Moral, Lee Ann Morrill, Lauren Grimshaw, Courtney Potts, Jeff Kraft, Kathy Green and Virginia Davis. DECISION/ACTION ITEMS 1. The Economic Development Commission approved the following funding requests: Summit Materials, LLC; Project Cutter; Appian Way; Surfin Drummer Productions; The Frame; Gaiam; and Discovery Communications. 2. The Economic Development Commission approved the PTAC Board Member replacement. 3. The Economic Development Commission approved staff s Administrative ability to approve Part B of the CVITC process. 4. The Economic Development Commission approved the following Enterprise Zone Contribution Projects: Contribution Projects EZ Project Name Project Type Completion Date 1 yr. Projected Contributions Denver County EZ - Habitat for Humanity Affordable Housing / Community Development Ongoing $3,000,000 Greeley/Weld EZ - Northeast 211 Information and Referral Service Community Development Ongoing $255,454 Northeast EZ - Sedgwick County Fairgrounds Improvement Community Development / Attraction 2013 $75,000 Pueblo EZ - Posada Homeless Assistance Ongoing $96,880 Region 10 EZ - Delta County Economic Development Economic Development Ongoing $90,000 Region 10 EZ - Haven House Capital Fund Homeless Assistance 2018 $120,000 Region 10 EZ - Mt. Crested Butte Performing Arts Center Economic Development / Attraction 2018 $2,000,000 San Luis Valley - Alamosa County Revitalization Economic Development Ongoing $100,000 San Luis Valley - Crestone Revitalization Economic Development Ongoing $50,000

Page 2 San Luis Valley - Sangre de Cristo National Heritage Area Community Development / Attraction Ongoing $100,000 El Paso County EZ - Fountain Creek Nature Center Attraction 2014 $330,000 MEETING SUMMARY A. Introduction Monfort called the meeting to order. M/S/P - Robinson, Gelt approval of the November 8 and December 11, 2012 meeting summaries. B. OEDIT Strategic Overview and Key Programs Kenneth Lund Lund gave a presentation on OEDIT s Strategy and Key Programs. C. Job Growth Incentive Tax Credit Funding Requests Michelle Hadwiger Summit Materials, LLC Michelle Hadwiger Hadwiger presented Summit Materials, LLC. Summit Materials was formed in 2009 to develop a leading business in the aggregate and heavy-side building materials sector through strategic acquisitions. Summit Materials was founded by its current CEO Tom Hill and a group of investors that include members of its management team, Blackstone Capital Partners V L.P., Silverhawk Capital Partners and Charles Chip Goodyear, former CEO of BHP Billiton. Summit Materials is exploring opportunities to relocate its headquarters from the Georgetown area of Washington D.C. to Denver Colorado or Chicago Illinois. Summit Materials anticipates leasing a 20,000 square foot facility in the Denver Metro area to service the growth it is experiencing in the western and central region of the United States. Summit Materials is seeking to employ 35 employees by 2014 and plans to ultimately reach 50 employees by 2017. Summit will have 16 employees relocating from the DC/VA/MD area and will the hire remaining talent from the respective local community that is selected. Summit Materials has projected that it will create an additional 79 net new full-time positions in total by 2017. The company has indicated that 35 new jobs will be hired from the respective local market chosen and remaining 16 new positions will be relocating from the DC/VA/MD area. The forecasted employment plan submitted as part of the application results in a maximum tax credit of $1,316,796 over the credit period for the creation of 79 net new full-time jobs. M/S/P Robinson, Sisson project approved as presented and recommended by staff. Project Cutter Michelle Hadwiger Hadwiger presented Project Cutter. Project Cutter involves the expansion of an existing Colorado manufacturing operation in El Paso County. The company is one of the largest global providers of products and services for the oil and natural gas industry. The company is publicly traded with their U.S. headquarters in Houston, Texas. The company employs over 58,000 people worldwide and operates in more than 100 countries. Their annual revenue is in excess of $13 billion with over 730 operating sites, including multiple Colorado locations. The company currently employs 19 at their location in El Paso County with a current annual payroll of over $1 million at this facility. The company has been evaluating several locations in the U.S. where they have existing operations for an expansion of their manufacturing capabilities. Project Cutter has projected that it will create an additional 84 net new full-time positions in total by 2016. Project Cutter is a global provider of products and services for the oil and natural gas industry and will bring important manufacturing jobs to service the sector paying an average annual wage of $49,057 which is 112% of the El Paso County average annual wage. El Paso County is currently experiencing high unemployment and would derive great benefit from facilitating the growth of its employment base.

Page 3 The forecasted employment plan submitted as part of the application results in a maximum tax credit of $564,144 over the credit period for the creation of 84 net new full-time jobs. M/S/P Sisson, Gelt project approved as presented and recommended by staff D. Regional Tourism Act Kenneth Lund Aurora/Gaylord Update Skip Noe gave a brief update on Aurora s RTA project. The City of Aurora is working with Marriot International, who purchased the brand with the intention of expanding and they are actively working on this project. Now that they have completed their transition to operation Marriot International is actively engaged with a number of investors and developers who will be able to step in and move the project to construction. They are currently engaged in negotiations with one partner who would be the lead development firm on the project and they expect to have a term sheet completed by the end of March. Sisson asked if the size and scope of the project are the same as the presented project. Skip said they are the same. At this point, we have been focusing on getting the team in place. We do not have a construction schedule at this point. Monfort asked Skip if Marriot International was still committed to the project. Skip said yes. The City of Aurora has emphasized the size and scope of the project and maintaining that to Marriot International. It is our intent to bring back a project that meets the original application in terms of the type of project that was originally submitted. Monfort asked if it would be a Gaylord project. Skip assured the board that it would be a Gaylord project. Lund said he has met with representatives from Aurora regularly since the last board meeting and they have kept OEDIT staff well informed of the project and its progress. Lund said the Mayor and other Aurora representatives are committed to delivering a substantially similar project. RTA Second-Cycle Timeline Lund presented the members with a draft timeline for a Second-Cycle of the RTA. After a quick review the board members asked staff to make sure that there would be more board accessibility to the third-party consultant in the Second-Cycle process. Lund said there would more board access to the third-party analyst when reviewing/discussing applications. Staff will continue to work on the draft timeline and firm up the dates. E. Film Funding Requests Donald Zuckerman Front Row Productions Zuckerman presented the Front Row Productions project. Front Row Productions has submitted an application on behalf of Appian Way, which is an independent film production company owned and operated by actor / producer Leonardo DiCaprio. In the past ten years, Appian Way has produced numerous successful films such as The Aviator, Orphan, Red Riding Hood, and The Ides of March. Appian Way is also producing the forthcoming film directed by Martin Scorsese, The Wolf on Wall Street.

Page 4 Front Row Productions and Appian Way seek to produce an independent narrative feature entitled Dear Eleanor. The film chronicles the memorable cross country road trip of two teenage girls on their journey to meet Eleanor Roosevelt in the 1962. Director/Actor/Producer Kevin Connolly, best known for films such as The Notebook and John Q, as well as the popular HBO series Entourage is directing the film. The project has a total preliminary Colorado budget of $2,500,000. Front Row Productions plans to hire 40 Colorado crew members and 25 cast members for the film. The estimated qualified local expenditures of the application would result in a maximum rebate of $500,000. Front Row Productions is requesting to utilize the state loan guarantee program in the amount of $300,000. Zuckerman gave a review of the loan guarantee program for the board members. M/S/P Gelt, Allen project approved as presented and recommended by staff. Surfin Drummer Productions Zuckerman presented the Surfin Drummer Productions project. Surfin Drummer Productions is an independent film production and finance company based in Pasadena, CA. It s managed by director / writer / producer team Randall Miller and Jody Savin. Among their impressive film credits are Marilyn Hotchkiss Ballroom Dancing & Charm School, Nobel Son, Bottle Shock and CBGB, a forthcoming biopic about the famous New York City club. Surfin Drummer Productions seeks to produce an independent narrative feature entitled Caribou Records. This is the story of James William Guercio s maverick recording studio tucked away in the wilds of the Colorado mountains, a place that inspired the work of Elton John, Billy Joel, Chicago, The Beach Boys, Paul McCartney, Amy Grant, Jerry Lee Lewis, John Lennon and Michael Jackson to name a few. Caribou Records will feature an ensemble cast of actors and musicians. At the young age of 22 Guercio, a successful music producer culled together all of his money and bought a ranch that became the famous studio where gold records would be made. The film will be shot on location at Caribou Records in Nederland, CO as well as various locations in Boulder and Denver. Surfin Drummer Productions has a total preliminary Colorado budget of $7,346,049. Surfin Drummer Productions plans to hire 85 Colorado crew members and 470 cast members & extras for the film. The estimated qualified local expenditures of the application would result in a maximum rebate of $1,469,209.80. Surfin Drummer Productions is requesting to utilize the state loan guarantee program in the amount of $350,000 depending on need and ability of COFTM. M/S/P Robinson, Gelt project approved as presented and recommended by staff. The Frame Zuckerman presented the Frame, LLC project. The Frame, LLC is a Colorado based film production company founded by Jamin Winans & Kiowa Winans, who have produced two acclaimed independent features, Ink and 11:59. The Frame, LLC seeks to produce a new independent narrative feature film entitled The Frame, a supernatural thriller about a young cargo thief and a paramedic who are drawn together in a mysterious event that makes them question everything they know. The film would be filmed entirely in-state and employ an all Colorado crew. Producers plan to film in several cities including Denver, Commerce City, Lakewood, Golden, Englewood, Brighton, Arvada and Wheat Ridge.

Page 5 The Frame, LLC has a total preliminary Colorado budget of $380,000. The Frame, LLC anticipates 20 Colorado hires. Positions include Director, Producers, Cinematographers, etc. The estimated qualified local expenditures of the application would result in a maximum rebate of $76,000. M/S/P Robinson, Gelt project approved as presented and recommended by staff Gaiam Zuckerman presented the Gaiam project. Founded in Boulder, Colorado in 1988, Gaiam is a provider of information, goods and services to customers who value the environment, a sustainable economy, healthy lifestyles, alternative healthcare and personal development. The project will consist of two fitness programs created for exclusive distribution at Walmart entitled Intensity and The Ultimate Booty Lift. Gaiam s productions are typically filmed in Los Angeles where the talent is based and the video production infrastructure has been established. Gaiam has a total preliminary Colorado budget of $300,000. Gaiam plans to hire 23 Colorado crew members and 4 cast members for the project. Positions include, Production Executives, Producers, Editors, Marketing Executives, and Art Directors. The estimated qualified local expenditures of the application would result in a maximum rebate of $60,000. Per the applicant s estimations, the Office of Film, Television & Media is anticipating a total of $300,000 in qualified local expenditures. Qualified local expenditures are defined in C.R.S 24-48.5-114 (7) as: payment made by a production company operating in Colorado to a person or business in Colorado in connection with production activities in Colorado. Monfort asked if this request was just rebating the current staff at Gaiam. Zuckerman said no. Zuckerman noted the positions that will be contract hires for this project. M/S/P Romero, Taylor project approved as presented and recommended by staff. Discovery Communications Zuckerman presented the Discovery Communications project. Discovery Communications is the world's #1 nonfiction media company reaching more than 1.8 billion cumulative subscribers in 209 countries and territories. Discovery is dedicated to providing high quality content that entertains, enlightens and satisfies curiosity through 149 worldwide television networks, led by Discovery Channel, TLC, Animal Planet, Science and Investigation Discovery, as well as US joint venture networks OWN: Oprah Winfrey Network. Discovery also is a leading provider of educational products and services to schools and owns and operates a diversified portfolio of digital media services. Discovery seeks to relocate its post-production work for three new Discovery Communication television shows via High Noon Entertainment in Aurora in order to utilize their state of the art facilities and take advantage of our new incentives. The three shows are fully financed by Discovery and will be distributed across Discovery s family of networks. Principal photography takes place in various locations around the world driven by character and topic, but baring in mind that the largest part spend of these shows is associated with post-production, Discovery has elected to move post-production work to Colorado to garner Colorado s incentives.

Page 6 For these productions, Discovery Communications has a total preliminary Colorado budget of $1,933,957. Discovery anticipates 31 hires for these television shows. The estimated qualified local expenditures of the application would result in a maximum rebate of $386,791.40. Per the applicant s estimations, the Office of Film, Television & Media is anticipating a total of $1,933,957 in qualified local expenditures, comprised of $1,552,075 in Colorado payroll expenditures and $381,882 projected spend to Colorado vendors. M/S/P Sisson, Birhanemaskel project approved as presented and recommended by staff. F. Enterprise Zone Projects Tilson presented the following EZ Projects recommended for approval/discussion. Projects Recommended for Approval: EZ Project Name Project Type Completion Date Denver County EZ - Habitat for Humanity After a brief discussion, the board moved approval of the projects recommended for approval with the knowledge that 18 of the homes for the Habitat for Humanity project are two-blocks outside of the actual Enterprise Zone, but impact the economic conditions in the Enterprise Zone. Ament abstained from this vote. M/S/P Sisson, Gelt projects approved as presented and recommended by staff. Projects Recommended for Discussion: EZ Project Name Project Type Completion 1 yr. Projected Date Contributions El Paso County EZ - Fountain Creek Nature Center Attraction 2014 $330,000 El Paso County EZ TLC Pharmacy Healthcare Ongoing $1,329,000 Tilson presented the Fountain Creek Nature project. Affordable Housing / Community Development Robinson asked if the Commission has done any projects like this in the past. 1 yr. Projected Contributions Ongoing $3,000,000 Greeley/Weld EZ - Northeast 211 Information and Referral Service Community Development Ongoing $255,454 Northeast EZ - Sedgwick County Fairgrounds Improvement Community Development / Attraction 2013 $75,000 Pueblo EZ - Posada Homeless Assistance Ongoing $96,880 Region 10 EZ - Delta County Economic Development Economic Development Ongoing $90,000 Region 10 EZ - Haven House Capital Fund Homeless Assistance 2018 $120,000 Region 10 EZ - Mt. Crested Butte Performing Arts Center Economic Development / Attraction 2018 $2,000,000 San Luis Valley - Alamosa County Revitalization Economic Development Ongoing $100,000 San Luis Valley - Crestone Revitalization Economic Development Ongoing $50,000 San Luis Valley - Sangre de Cristo National Heritage Area Community Development / Attraction Ongoing $100,000

Page 7 Tilson said he did perform a review of past projects and did not find one of this nature. Sisson asked if this project would create jobs. DeAnne McCann the Enterprise Zone Administrator for El Paso County said that as the project brings people into the area, they are optimistic it will create jobs. M/S/P Romero, Taylor project approved as presented by staff. Tilson presented the TLC Pharmacy project. After a brief discussion, the project died due to lack of support. Commercial Vehicle Investment Tax Credit Applications Tilson presented the Commercial Vehicle Investment Tax Credit applications. Each calendar year in December, the Department of Revenue (DOR) notifies OEDIT on behalf of the EDC of the limit on the amount of Commercial Vehicle Investment Tax Credits (CVITC) that the EDC can approve. The amount available in 2012 was $234,733.14. The amount add to the available limit for 2013 is $314,711.00 for a total of $506,563,62. Tilson described Part A of the application/approval process. Part A allows the Commission to recognize that the investment has been made and the taxpayer can claim the tax credit. He explained that the EDC does not certify that a tax credit is eligible until it has been in the zone for 12 months at which point the taxpayer would file a Part B. Part B is the taxpayer s attestation that they have kept the vehicle in the zone for 12 months. When EDC approves Part A it is reflected in a report to DOR. When the EDC approves Part B, staff also reports this to DOR. If Part B is not submitted within 2 months after the 12 month period, staff includes this in the report to DOR. This way DOR knows if there is a tax payer that made this investment but never filed the Part B. We are now starting to receive the Part Bs of the two-part process. Initially when Part B was described to the Commission we discussed having the Commission approve both Part A and Part B. Staff is suggesting that the Commission consider granting staff the administrative ability to review the Part B for errors. If no errors exist, staff will include the part B to DOR and will not bring the Part B to the Commission for approval. M/S/P Gelt, Sisson approval of staff administrative ability to review Part B and issue notice to DOR. The Commission reviewed the Part As of the CVITC provided them. M/S/P Sisson, Allen tax credits approved as presented and recommended by staff. Enterprise Zone Contribution Project Recertification s Tilson presented the updated Enterprise Zone Contribution Project Recertification list for 2013. G. Procurement Technical Assistance Center (PTAC) John Reece Reece presented the Procurement Technical Assistance Center Replacement request.

Page 8 Mark Gouin with Wells Fargo has been the EDC appointed representative for the Colorado PTAC Board for the last year. Mark has recently been promoted to Division Sales Manager Mountain Division, Commercial Banking at Wells Fargo. His new position has him traveling to Arizona, Idaho, Montana, Nevada, New Mexico, Utah and Wyoming. With this increase in travel, Mark does not have the bandwidth to continue as a PTAC Board member. Therefore, he has proposed that Bruce Panter replace him as the EDC representative for the PTAC Board. Bruce is a Wells Fargo Business Banking Manager located in Colorado Springs. Bruce worked for Wells Fargo in Montrose for over 15 years. A small write up on Bruce is attached. M/S/P Gelt, Sisson replacement approved as presented and recommended by staff. With no other business, the meeting was adjourned.