25-048 COPs Direct Purchase Private Placement RFP.pdf

RFTA Solicitation No. 25-048

REQUEST FOR PROPOSALS

DIRECT PURCHASE OR PRIVATE

PLACEMENT SERVICES FOR

WORKFORCE HOUSING

Solicitation Date: June 5, 2025

Deadline for Written Inquiries, Exceptions, and/or Requests for Clarifications: June 13, 2025 5:00 PM (MST)

RFTA Response to Inquiries and/or Requests for Clarifications: June 18, 2025 5:00 PM (MST)

Proposals Due: June 26, 2025 10:00 AM (MST)

Procurement Department 1517 Blake Ave suite 201

Glenwood Springs, CO 81601 970-384-4869 procurement@rfta.com mailto:procurement@rfta.com

Roaring Fork Transportation Authority

REQUEST FOR PROPOSALS

(Solicitation # 25-045) for

DIRECT PURCHASE OR PRIVATE PLACEMENT SERVICES FOR WORKFORCE

HOUSING

I. Introduction

The Roaring Fork Transportation Authority (“RFTA”), is seeking proposals for direct purchase or private placement services from interested, qualified firms (“Banks”) to participate in a contemplated issuance to fund RFTA’s hotel conversion for workforce housing (the “Project”).

This issuance is to provide funds for reimbursement of approximately $13 million in project expenditures that RFTA previously incurred in connection with the acquisition and renovation of its new workforce housing facility in Glenwood Springs, Colorado. The facility has been completed; occupancy and operations commenced in early 2025.

RFTA is aiming to close the direct purchase/private placement in Fall 2025, with a deadline for funding of early November 2025.

II. Scope of Services Requested

At the present time, RFTA is contemplating a credit structure involving a tax-exempt lease purchase financing. RFTA will retain fee title to the property, and will lease the property to an indenture trustee (the “Trustee”) selected by RFTA (if the selected Bank prefers, the lease may be structured directly with the selected Bank) under a Site Lease. The Trustee and RFTA (or, if so desired, the selected Bank and RFTA) will simultaneously enter into a lease purchase agreement as a sublease, with the Trustee (or selected Bank, as appropriate) as sublessor and RFTA as sublessee (the “Lease Purchase Agreement”). The term of the Site Lease may not exceed the scheduled term of the Lease Purchase Agreement by more than five years, and the Site Lease will terminate upon any prepayment of the Lease Purchase Agreement by RFTA or the payment by RFTA of all scheduled lease payments under the Lease Purchase Agreement.

Under the structure which includes a Trustee, the Trustee will simultaneously enter into an indenture of trust (the “Indenture”) providing for the issuance of certificates of participation (“Certificates”) evidencing undivided interests in the right to receive lease payments made by RFTA pursuant to the Lease Purchase Agreement. The selected Bank will purchase all of the Certificates at closing. Under the structure omitting the Trustee, no Indenture will be required, as RFTA’s lease payments under the Lease Purchase Agreement would be made directly to the selected Bank.

The Lease Purchase Agreement will be triple-net to the Trustee/selected Bank, with RFTA being responsible for payment of costs of taxes (if any), insurance and utilities with respect to the property during the actual term of the Lease Purchase Agreement. Such payments will be made as additional rentals that are subject to appropriation by RFTA as described below. Any payment to be made by RFTA after the end of its current fiscal year under the Lease Purchase Agreement or any other document will be expressly subject to appropriation by RFTA’s Board of Directors of amounts sufficient to pay such amount in such future fiscal year. If at any time during the scheduled Lease Purchase Agreement term, RFTA’s Board of Directors declines or fails to appropriate all such amounts due in the following fiscal year, the Lease Purchase Agreement shall terminate, and the bank shall have no recourse to RFTA for payment of any amount not previously appropriated for such purpose thereafter. The amount to be appropriated by RFTA for rental payments under the Lease Purchase Agreement in any such fiscal year shall not exceed the fair rental value of the Property for such fiscal year.

RFTA prefers the term of repayment be 20 years and the interest rate fixed for the duration of the lease. RFTA further desires flexible prepayment provisions.

Firm must be qualified to do business in the State of Colorado.

RFTA intends to use this solicitation to select a qualified Bank that, at RFTA’s sole discretion, are found to offer the most flexibility, favorable terms and conditions, ease of execution, and competitive pricing and fee proposal. RFTA does not intend to conduct oral interviews as part of this process, but may conduct follow-up discussions with proposers prior to selection, if necessary.

RFTA is not obligated to proceed with any transaction or to select any firm. Any compensation (including expenses) is contingent upon the successful closing of the transaction.

To assist in your response, we have provided the following link to RFTA’s financial statements (https://www.rfta.com/public-documents/).

Please see Appendices for form of documents including the Site Lease (A), Lease Purchase Agreement (B), and Indenture (C). Please note, the attached documents reflect the structure that includes a Trustee.

The selected Bank will be required to deliver a standard investor/lender letter at closing representing that it: (a) is either (i) an “accredited investor” within the meaning of Section 2(a)(15) of the Securities Act of 1933, or (ii) a “qualified institutional buyer” as defined in Rule 144A under the Securities Act of 1933; (b) has conducted its own due diligence with respect to RFTA, RFTA’s obligations under the Lease, and the Project; (c) it is purchasing the Certificates (or entering into the Lease) for its own account and not with an intention of transferring, distributing or otherwise disposing of the same.

III. Inquiries and Amendments

Communications during Solicitation, Offer & Award Period.

All official correspondence from RFTA regarding this solicitation shall be transmitted to and from RFTA’s Procurement department. Oral communications regarding this solicitation shall not be considered official communications. RFTA is not responsible for any oral statements made by its employees regarding this solicitation.

https://www.rfta.com/public-documents/

Inquiries, Exceptions and/or Requests for Clarifications.

All inquiries, offers, and other correspondence, excluding protests, must be directed in writing through the BidNet Direct website, www.bidnetdirect.com and submitted by June 13, 2025 by 5:00pm. Requests received after the submission deadline will not be responded to by RFTA.

RFTA staff and its advisors will review and evaluate all written inquiries, exceptions and/or requests for clarification received prior to the submission deadline and will post responses to BidNet no later than 5:00 pm on June 18, 2025.

Amendments to Solicitation

RFTA reserves the right to revise or amend the RFP up to the time set for the submission of proposals. Such revisions and amendments, if any, shall be announced by written addendum posted on the BidNet Direct website.

If an addendum significantly changes the scope of services requested in the RFP, the date set for the submission of proposals may be postponed by any number of days as, in RFTA’s opinion that will enable potential Proposers to revise their proposals. In any case, the proposal submission deadline shall be at least five (5) business days after the last addendum, and the addendum shall include an announcement of the new date and time, if applicable, for the submission of proposals.

Addenda will be considered part of the RFP and will prevail over inconsistent or conflicting provisions contained in the original RFP. It is the Proposer’s responsibility to check the BidNet for addenda or updates.

Proposers must acknowledge receipt of all addenda by completing and submitting the Acknowledgement of Addenda with the proposal. Proposers that fail to reference receipt of addenda on the Acknowledgement of Addenda form may be excluded from consideration for contract award.

IV. Proposal Content, Format, and Submission Requirements

A. Cover Letter

Please provide a cover letter summarizing your proposal below. Please summarize the form of financing proposed and its advantages. Clarity of method of pricing the future execution of the direct purchase will be a key consideration as well as the ease of execution and ongoing administration.

B. General Information

Please provide general information on your firm, including:

http://www.bidnetdirect.com/

a. Name, address, phone number, and e-mail address of the contact person who is authorized to answer questions and negotiate final terms and conditions on behalf of the firm.

b. Please specify the type of financing your firm is proposing (direct purchase, private placement, etc.).

c. Description of any litigation, administrative proceeding, or investigations related to any municipal business activities in which the firm is currently involved and personnel assigned to RFTA has been involved with during his/her career and the status or outcome of such proceedings.

C. Transaction Structuring and Pricing

In your proposal, please describe the benefits and considerations associated with your recommended strategy. In your response, please address the following questions:

a. Please outline your firm’s proposed structure for the issuance.

b. Please describe any tax, structuring, timing, or other considerations that you believe will be important to consider with regards to execution of the transaction.

c. Please provide the requirements for credit ratings, if any, for the transaction.

d. Please provide the disclosure requirements, if any, for the transaction.

e. Please provide a term sheet as an appendix describing the terms and conditions of the facility/structure that you are proposing. Please note, the term sheet does not count toward the page limit.

f. List any materials comments or requested changes to the provided form of documents or the investor letter described in Scope of Services.

g. To ensure that RFTA is fairly comparing pricing among different products, please provide pricing as of June 18, 2025 and indicate how the rates on the direct purchase were set and how RFTA can assess how the future rate will be set.

h. Please provide a fee proposal, including any expenses.

i. Please disclose any conflicts of interest that could potentially affect your ability to provide independent and unbiased advice to RFTA regarding the proposed transaction.

j. Please provide at least two firms that you would propose to use as bank counsel (or other counsel made necessary by the form of financing). Please include the lead attorney at that firm, and associated fee estimates. Please indicate if the fee is a not to exceed or an estimate.

k. Include any additional information that you believe would be helpful in selecting your firm or your proposed product.

D. Team and Resumes

Indicate your proposed team by name, title, and location—specifically identifying the individual(s) who would have overall responsibility for providing banking services. The proposal shall clearly associate specific staff to work tasks, and their qualifications for such tasks. Submit brief resumes for each identified individual and their key qualification(s) and experience which makes them suited for their proposed assignment (the resumes can be provided as an appendix). Affirm that every effort will be made to ensure that staff resources identified in the proposal will be available to RFTA for this engagement.

E. Qualifications and Experience

Provide a summary table and a brief description of your firm’s experience over the last three (3) years providing like services of a similar nature performed for public agencies, municipalities, or other government agencies.

Feel free to provide the details of this experience as an appendix, but with a brief general summary in the main body of your proposal.

F. References

Please provide three references for past or current clients including contact information.

G. Forms and Certifications

Please complete the forms and certifications located at the end of this request for proposals.

Responses are limited to [15] pages, not including any appendices or requested forms, with a font size no smaller than 11 pt.

Proposal Submission

An electronic copy in PDF format, unless otherwise directed, must be submitted through BidNet Direct website, www.bidnetdirect.com prior to the submission deadline in order to be eligible for evaluation and consideration for contract award. Proposals are due before 10:00 AM (MST) on June 26, 2025.

The Proposal must be named “25-048 add your company name” and the Price Proposal must be named “25-048 add your company name – Price Proposal”. The documents must be submitted separately.

It is the sole responsibility of the Proposer to ensure that its submission is successfully uploaded before the specified date and time. RFTA will not be responsible for late or lost deliveries of proposals nor will it be held responsible for information technology (“IT”) failures, which result in delaying submittals. RFTA shall not be responsible for rejection of .PDF files that exceed BidNet’s system size limitations for attachments, which are subject to change. RFTA will not accept paper, facsimile, or e-mail proposals.

V. Solicitation Evaluation and Award

RFTA intends to award a contract to the Proposer whose proposal conforms to the solicitation and is determined to be the most advantageous to RFTA, taking into consideration price and other http://www.bidnetdirect.com/ evaluation factors set forth below. To be eligible for contract award a proposal must meet all the following criteria:

The proposal submitted is responsive to the solicitation.

A proposal shall be considered responsive if it conforms in all material aspects to the requirements of the solicitation at the scheduled time of submission and does not require further discussions with the Proposer. It shall be at the sole discretion of RFTA to determine if a proposal “conforms in all material aspects to the requirements of the solicitation.

The Proposer who submitted the proposal is a responsible Proposer.

A Proposer shall be considered responsible if the Proposer possesses, at the time of contract award, the ability to perform successfully and a willingness to comply with the terms and conditions of the proposed contract (included in the RFP). It shall be at the sole discretion of RFTA to determine if a Proposer to be the qualified firm that offers the best value to RFTA for the product and services to be provided.

Evaluation and Award Process Proposals that are determined to be responsive and submitted by responsible Proposers shall be evaluated by the Review Committee who will determine which proposal is most advantageous to RFTA. While interest rate and cost are an important factor within the scoring, the Review Committee will be prioritizing value to RFTA when deciding on the winning bidder. To determine the most advantageous proposal, the Committee will take into consideration the following criteria;

in relative order of importance:

1. Structuring flexibility, favorable terms and conditions, transparency of direct purchase rate setting and ease of execution and ongoing administrative burdens

2. Structure cost (i.e. interest cost) and fee proposal

3. Qualifications and relevant experience

A discussion may be conducted with responsible proposers, who submit a Proposal determined to be reasonably susceptible to be selected for award, for purpose of clarification to assure full understanding of and responsiveness to the solicitation requirements.

The Review Committee shall issue a Recommendation for Award to the RFTA Chief Executive Officer (CEO). If approved by the RFTA CEO, a Notice of Award will be sent to all Proposers and contract negotiations with the successful Proposer will commence.

The RFTA CEO may, at his sole discretion, delay consideration of the Recommendation for Award, reject the recommendation and award the contract to another Proposer, or cancel the procurement altogether.

VI. Legal

Proposers must familiarize themselves with the legal parameters of doing business with RFTA and the legal terms and conditions of participating in RFTA’s procurement process. By participating in the solicitation process, you agree to the terms and conditions, and legal parameters without change.

Proposer Costs. Proposers are responsible for all costs incurred with participating in RFTA’s solicitation.

Proposal Price Validity. Proposal pricing shall remain valid for a period of one hundred twenty

(120) calendar days after the deadline for submission.

Modification of Proposals. Proposals may not be modified after the deadline for submission unless RFTA specifically requests modification in writing.

Conditional Proposals. Conditional proposals or proposals taking exception to these instructions, the Pro-Forma contract, the Scope of Services or to other RFTA requirements may be considered non-responsive and may be rejected at RFTA’s sole discretion.

Withdrawal of Proposals. The Proposer may withdraw proposals previously submitted to RFTA prior to the time fixed for submission of proposals.

Confidential/Proprietary Information. Proposals received in response to this RFP are considered public records and subject to the Colorado Open Records Act (C.R.S. 24-72-201 to 24-72-309).

They shall be fully open to public inspection following award of a contract. If a Proposer believes a portion of the information submitted in its proposal constitutes a trade secret or proprietary information as defined by Colorado state law, the Proposer may request that RFTA consider keeping confidential the trade secrets or proprietary information and be protected from disclosure.

For such information to be so considered, the Proposer must mark in boldface as “PROPRIETARY TRADE SECRET INFORMATION” at the top and bottom of each page of its proposal that contains such information. Notwithstanding the Proposer’s claim of, or designation of information as a trade secret or proprietary information, the determination whether it is or not shall be determined by RFTA under Colorado state law.

Nondiscrimination. RFTA in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

Reserved Rights. RFTA reserves the right to reject all proposals, or any portion of a specific proposal for any reason. RFTA reserves the right to:

• Cancel the solicitation and to advertise for new proposals;

• Award a contract to other than the Proposer submitting the lowest price proposal;

• Not to award a contract.

• Accept any proposal deemed to be in the best interest of RFTA and to waive any irregularities in any proposal that does not prejudice other Proposers.

Personnel. The Proposer represents that it has, or will secure at its own expense, all personnel required in providing the goods and services under the contract. The Statement of Work or Services as described in the contract shall not be subcontracted or assigned without RFTA’s prior written permission.

Tax Exempt. RFTA is exempt from payment of Federal, State, and local taxes, and such taxes must not be included in the proposal price. RFTA will furnish the Proposer with the necessary tax-exempt certificates.

Contractual Relationships. The Proposer’s contractual responsibility must solely rest with one firm or legal entity, which shall not be a subsidiary or affiliate with limited resources.

RFTA will not be a party to agreements between the Proposer and/or any subcontractors it may choose to employ during fulfillment of the contract; however, the Proposer shall execute fair and reasonable agreements with its subcontractors (if any) and shall provide RFTA with copies of said agreements not later than five (5) business days prior to their execution.

Contract Subject to Appropriation. RFTA’s financial obligation under the Contract shall be contingent upon the availability of appropriated funds from which payment for contract purposes can be made. No legal liability on the part of RFTA for any payment may arise until funds are made available for the Contract by RFTA’s Board of Directors.

Responsibility for Compliance with Legal Requirements. Proposer’s products, goods, services, and facilities shall be in full compliance with all applicable federal, state, and local laws, regulations, ordinances, and standards and any standards adopted by nationally recognized testing facilities regardless of whether they are referred to in this RFP.

Protests. Protests related to this solicitation or resulting contract award must be submitted in writing to RFTA’s Director of Procurement. As described in RFTA’s Procurement Manual, protest procedures are as follows:

“Right to Protest. Any actual or prospective proposer or contractor who is aggrieved in connection with the solicitation or award of a contract shall first try to resolve the grievance/protest with RFTA’s Director of Procurement. If the grievance is not satisfied, the prospective proposer or Proposer shall then protest to the RFTA Chief Executive Officer (CEO). The protest shall be submitted in writing within five (5) days after such aggrieved person knows or should have known of the facts giving rise thereto.

The RFTA CEO shall have the authority, prior to the commencement of an action in court concerning the controversy, to settle and resolve a protest of an aggrieved proposer or contractor, actual or prospective, concerning the solicitation or award of a contract.

Decision. If the protest is not resolved by mutual agreement, the RFTA CEO shall promptly issue a decision in writing. The decision shall:

• state the reason for the action taken; and

• inform the protestant of its right to administrative review as provided in this Article.

Notice of Decision. A copy of the CEO’s decision shall be mailed or otherwise furnished immediately to the protestant and any other party intervening.

Finality of Decision. A decision under Subsection 1.30.1.3 of this Section shall be final and conclusive, unless the protestant appeals administratively to the RFTA Board acting as the Procurement Appeals Board.

In all instances involving FTA funds the RFTA will disclose information regarding the protest to the FTA Region VIII office, and keep them informed about the status of the protest. A protester must exhaust all administrative remedies with RFTA before pursuing a protest with

FTA.”

Debrief with Unsuccessful Proposers Proposers who receive notice that their Proposal has been unsuccessful may make a written request for a debrief, provided that such request is received by Procurement no later than thirty (30) days after receipt of such notice.

The debrief may include, at RFTA’s sole discretion:

• RFTA’s evaluation of significant strengths and weaknesses or deficiencies in the Proposer’s Proposal in accordance with the evaluation criteria;

• A summary of the rationale for the selection decision; and

• Reasonable responses to relevant questions about whether the evaluation procedures contained in the RFP and other procedures were followed.

The debrief will not include:

• Point-by-point comparisons of the debriefed proposal with those of other proposals.

• Specific numerical evaluation scores; or

• Discussion or disclosure of Proprietary Information provided by other Proposals.

General Guidelines for Completing the Solicitation Package

Solicitation Documents. RFTA has chosen BidNet Direct to publish solicitation documents. RFTA is not responsible for and will not be legally bound by any omissions or errors in solicitation documents of any other website that may list the solicitation.

Addenda. It is the Proposer/Bidder’s sole responsibility to check BidNet Direct for any changes or updates to the solicitation.

Required Forms. All required forms must be completed in entirely. If a form does not apply to your business or proposal, please mark the form “Not Applicable,” sign, date and include with the submission. Please note some forms require notarization. Failure to complete all forms may result in the Proposal being deemed non-responsive and disqualified.

Communications during Solicitation, Offer & Award Period. All inquiries, and/or other correspondence regarding solicitations, excluding protests, must be submitted in writing to the Procurement Department through the BidNet Direct website. Oral communications regarding this solicitation shall not be considered official communications. RFTA is not responsible for and will not be legally bound by any oral statements made by its employees regarding any solicitation.

Submitting Proposals on the BidNet Direct Website. All documents must be in PDF format. It is the sole responsibility of the Proposer to ensure that its submission is successfully uploaded to the BidNet Direct website by the specified date and time. RFTA will not be responsible for late or lost deliveries of proposals, nor will RFTA be held responsible for information technology issues that result in delaying submittals.

Late, Faxed or Emailed Submissions. RFTA will not accept late, faxed, or emailed proposals.

Part VII Exhibits

Exhibit A Submission Checklist

Attachment A – Submission Checklist Attachment B - Proposal Submission Form Attachment C - Proposer’s Questionnaire Attachment D - Acknowledgement of Addenda Attachment E - Affidavit of Non-Collusion (notarized) Attachment F - Federal Debarment & Suspension Certification Attachment G - Conflicts of Interest Statement Attachment H – Certification Regarding Lobbying Colorado Secretary of State Documentation of Good Standing Internal Revenue Service Form W9

Sign, date and notarize all forms, as indicated.

Exhibit B

PROPOSAL SUBMISSION FORM

TO: The Roaring Fork Transportation Authority

The company or firm listed below hereby submits its offer as indicated below in accordance with the terms of the Notice to Proposer, the Solicitation, the Scope of Services and General Conditions, the FTA or federally required or recommended provisions if applicable, and all provisions contained in this solicitation. If this Proposal is accepted, this document and the referenced Proposal documents shall constitute the entire agreement between the parties, and no changes will be recognized unless the parties agree in writing.

Attached, is the Proposal for providing the services as outlined in this solicitation. I have carefully examined the documents have informed myself thoroughly regarding the conditions and requirements of the solicitation. Any additional information that is requested in the RFP is attached hereto.

Company Name Representative’s Signature

Mailing Address Representative’s Name (Printed)

City, State and Zip Code Date

Email Address

Telephone Number

Exhibit C

PROPOSER QUESTIONNAIRE

A. SUBMITTING BUSINESS ENTITY IDENTIFICATION & OWNERSHIP

DISCLOSURE

Company: ___________________________________________________

Contact Person: ___________________________________________________

Title: ___________________________________________________

Address: ___________________________________________________

Telephone No.: ___________________________________________________

Organized under the laws of the State of ___________________________________

Principal place of business located at _____________________________________

Taxpayer Identification Number: _________________________________________

Indicate which of the following apply:

Corporation Partnership Sole Proprietor Small Business Disadvantaged Business Enterprise (DBE)

Certified by ____________________________________________________

B. OTHER INFORMATION

1. General character of work performed by your firm:

2. Has your firm ever failed to complete any work awarded to you? If yes, explain.

3. Has your firm ever defaulted on a contract? If yes, explain.

Exhibit D

ACKNOWLEDGMENT OF ADDENDA

Acknowledged receipt of each addendum must be clearly established and included with the Offer. Failure to acknowledge receipt of all addenda may cause the Proposal to be considered non-responsive to the solicitation.

ACKNOWLEDGMENT OF ADDENDA

The undersigned acknowledges receipt of the following addenda to the documents:

Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated Addendum No. Dated

Proposer:

Company Name

Street Address

City, State, Zip

Signature of Authorized Signer

Title

Phone

Exhibit E

AFFIDAVIT OF NON-COLLUSION

I hereby swear (or affirm) under penalty of perjury:

1. That I am the bidder (if the bidder is an individual), a partner of the bidder (if the bidder is a partnership), or an officer or employee of the bidding corporation, having authority to assign on its behalf (if the bidder is a corporation); and

2. That the attached bid or bids have been arrived at by the bidder independently, and have been submitted without collusion with, and without any agreement, understanding or planned common course of action with any other Proposer of materials, supplies, equipment goods or services described in the request for proposal, designed to limit independent bidding or competition; and

3. That the contents of the bid or bids have not been communicated by the bidder or its employees or agents to any person not an employee or agent of the bidder or its surety on any bond furnished with the proposal or proposals, and will not be communicated to any such person prior to the official opening of the proposal or proposals; and

4. That no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained;

and

5. That I have fully informed myself regarding the accuracy of the statements made in this affidavit.

The undersigned hereby certifies that it is/ is not (circle one) included on the United States Comptroller General's consolidated list of persons or firms currently debarred for violations of various public contracts incorporated labor standards provisions.

Authorized Signature

Printed or Typed Name of Affiant

Firm Name

Employee Identification Number

Subscribed and sworn to before me this ________ day of _____________________, 20 ____.

__________________________________ My Commission expires ___________, 20______.

Notary Public

Exhibit F

DEBARMENT AND SUSPENSION CERTIFICATION

The Proposer certifies, by submission of this Offer, that neither it nor its “principals” as defined at 49 C.F.R. § 29.105(p) is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.

If the prospective Proposer is unable to certify to the statement above, it shall attach an explanation, and indicate that it has done so, by placing an “X” in the following space:

THE PROPOSER CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND

ACCURACY OF EACH STATEMENT OF ITS CERTIFICATION AND

EXPLANATION, IF ANY. IN ADDITION, THE PROPOSER UNDERSTANDS AND

AGREES THAT THE PROVISIONS OF 31 U.S.C. §§ 3801 ET. SEQ. APPLIES TO THIS

CERTIFICATION AND EXPLANATION, IF ANY.

Signature of the Proposer’s Authorized Official

Name and Title of the Proposer’s Authorized Official

Date

Exhibit G

CONFLICT OF INTEREST STATEMENT

Proposers shall provide a list of all entities/individual(s) with which it has relationships that create, or would appear to create, a conflict of interest with the work that is contemplated by this solicitation. The list should indicate the name of the entity and/or individual, the relationship to the Proposer, and a discussion of the real and/or apparent conflict.

In addition, please be sure to include descriptions of relationships with any or all RFTA Board Members and employees that create, or may appear to create, any real and/or apparent conflicts of interest. I hereby disclose the following persons, entities, or interests with which there is an interest or involvement that may result in an actual or potential conflict of interest, directly or indirectly:

If none – write in N/A

1. Name:

Relationship to Proposer:

Description of Conflict:

2. Name:

3. Name:

4. Name:

5. Name:

Signature of Proposer’s Authorized Official

Name of Proposer’s Authorized Official

Title of Proposer’s Authorized Official

ATTACHMENT H

CERTIFICATION REGARDING LOBBYING

APPENDIX A, 49 CFR PART 20--CERTIFICATION REGARDING LOBBYING5

Certification for Contracts, Grants, Loans, and Cooperative Agreements

The undersigned certifies, to the best of his or her knowledge and belief, that:

1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for making lobbying contacts to an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying," in accordance with its instructions [as amended by "Government wide Guidance for New Restrictions on Lobbying," 61 Fed. Reg. 1413 (1/19/96). Note:

Language in paragraph (2) herein has been modified in accordance with Section 10 of the Lobbying Disclosure Act of 1995 (P.L. 104-65, to be codified at 2 U.S.C. 1601, et seq.)].

3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, sub-grants, and contracts under grants, loans, and cooperative agreements) and that all sub-recipients shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31, U.S.C. § 1352 (as amended by the Lobbying Disclosure Act of 1995). Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

[Note: Pursuant to 31 U.S.C. § 1352(c)(1)-(2)(A), any person who makes a prohibited expenditure or fails to file or amend a required certification or disclosure form shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such expenditure or failure.]

5 The filing of Standard Form LLL (Rev. 7-97, OMB 0348-0046) and full disclosure is required pursuant to 31 U.S.C. section 1352 for each instance described above, whether or not federal monies are used. The information requested through this certification is authorized by title 31 U.S.C. section 1352. This disclosure of lobbying activities is a material representation of fact upon which reliance is placed by the Roaring Fork Transportation Authority when the transaction referred to in this solicitation is made or entered into.

CERTIFICATION REGARDING LOBBYING

The Proposer, _______________________________________, certifies or affirms the truthfulness and accuracy of each statement of its certification and disclosure, if any. In addition, the Proposer understands and agrees that the provisions of 31 U.S.C. A 3801, et seq., apply to this certification and disclosure, if any.

Signature of Proposer’s Authorized Official

Name of Proposer’s Authorized Official

Title of Proposer’s Authorized Official

AFTER RECORDING PLEASE RETURN TO:

Kutak Rock LLP 2001 16th Street, Suite 1800 Denver, CO 80202 Attention: Thomas Weihe, Esq.

4911-5922-0042.1

SITE LEASE

by and between

ROARING FORK TRANSPORTATION AUTHORITY,

in the State of Colorado,, as Site Lessor and

[TRUSTEE],

solely in its capacity as Trustee under an Indenture of Trust dated as of the date hereof, as Site Lessee

Dated as of [•], 2025

TABLE OF CONTENTS

Page

Section 1. Definitions Section 2. Representations, Covenants and Warranties of Trustee Section 3. Representations, Covenants and Warranties of Authority Section 4. Lease and Terms Section 5. Rent and Payment Section 6. Purpose Section 7. Owner in Fee Section 8. Assignments and Subleases Section 9. Right of Entry Section 10. Termination Section 11. Default Section 12. Quiet Enjoyment and Acknowledgment of Ownership Section 13. Trustee Disclaimer Section 14. Taxes; Maintenance; Insurance Section 15. Damage, Destruction or Condemnation Section 16. Partial Invalidity Section 17. Compliance with Requirements of Law Section 18. Hazardous Substances Section 19. No Merger Section 20. Binding Effect Section 21. Trustee and Authority Representatives Section 22. Notices Section 23. Amendments, Changes and Modifications Section 24. Events Occurring on Days That Are Not Business Days Section 25. Applicable Law Section 26. Section Headings Section 27. Attorneys’ Fees and Costs Section 28. Electronic Notice and Storage Section 29. Limitations on Obligations of the Authority Section 30. Execution

EXHIBIT A DESCRIPTION OF THE SITE LEASED PROPERTY

THIS SITE LEASE dated as of April 30, 2025 (this “Site Lease”), by and between ROARING FORK TRANSPORTATION AUTHORITY (the “Authority”), in the State of Colorado (the “State”), a duly organized body corporate and political subdivision of the State, as site lessor (the “Authority”), and [TRUSTEE], solely in its capacity as trustee under an Indenture of Trust dated as of the date hereof, and its successors and assigns, as site lessee (in its capacity as trustee, the “Trustee”).

W I T N E S S E T H :

WHEREAS, the Authority is a body corporate and political subdivision of the State created pursuant to the provisions of Section 43-4-601, et seq., Colorado Revised Statutes, as amended (the “Regional Transportation Authority Law”), and the Roaring Fork Transportation Authority Intergovernmental Agreement dated as of September 12, 2000, as amended (the “Organizing IGA”); and

WHEREAS, the Authority is the owner of the Site Leased Property (described in Exhibit A hereto); and

WHEREAS, the Authority is authorized, under Section 43-4-605(1)(g), Colorado Revised Statutes, as amended, to lease the Site Leased Property to the Trustee; and

WHEREAS, the Trustee (a) is a national banking association duly organized and existing under the laws of the United States of America, (b) is duly qualified to do business in the State,

(c) is executing and delivering and will perform its obligations under this Site Lease as trustee under the Indenture of Trust dated as of the date hereof by the Trustee (the “Indenture”) pursuant to which there is being executed and delivered the “Certificate of Participation, Series 2025, evidencing a 100% interest in the right to receive certain revenues payable by the Roaring Fork Transportation Authority, in the State of Colorado, under a Lease Purchase Agreement dated as of [•], 2025” (the “Series 2025 Certificate”) and (d) in its capacity as Trustee, (i) will lease the Site Leased Property hereunder and (ii) is authorized, under its articles of association and bylaws, action of its board of directors and applicable law, to lease the Site Leased Property and to execute, deliver and perform its obligations under this Site Lease; and

WHEREAS, the Authority has determined that the lease of the Site Leased Property to the Trustee pursuant to this Site Lease is in the best interests of the Authority and its residents; and

NOW, THEREFORE, for and in consideration of the mutual promises and covenants herein contained, the parties hereto agree as follows:

Section 1. Definitions. Unless the context otherwise requires, capitalized terms used herein shall have the meanings ascribed to them herein and in the Lease Purchase Agreement dated as of the date hereof (the “Lease”) between the Trustee, as lessor and the Authority, as lessee.

Section 2. Representations, Covenants and Warranties of Trustee. The Trustee represents, covenants, and warrants that:

(a) The Trustee (i) is a national banking association duly organized and existing under the laws of the United States of America, (ii) is duly qualified to do business in the State and (iii) is authorized, under its articles of association and bylaws, action of its board of directors and applicable law, to lease the Site Leased Property from the Authority and to execute, deliver and perform its obligations hereunder.

(b) The execution, delivery and performance of this Site Lease by the Trustee has been duly authorized by the Trustee.

(c) This Site Lease is enforceable against the Trustee in accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America.

(d) The execution, delivery and performance of the terms of this Site Lease by the Trustee do not and will not conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Trustee is now a party or by which the Trustee is bound, or constitute a default under any of the foregoing or, except as specifically provided in this Site Lease, the Lease or the Indenture, result in the creation or imposition of a lien or encumbrance whatsoever upon any of the property or assets of the Trustee.

(e) To the best of its knowledge, there is no litigation or proceeding pending or threatened against the Trustee or any other Person affecting the right of the Trustee to execute, deliver or perform its obligations under this Site Lease.

Section 3. Representations, Covenants and Warranties of Authority. The Authority represents, covenants and warrants that:

(a) The Authority is a body corporate and political subdivision of the State duly organized and validly existing under the laws of the State, including particularly the Regional Transportation Authority Law, and the Organizing IGA, with the authority thereunder to lease the Site Leased Property to the Trustee and to execute, deliver and perform its obligations under this Site Lease.

(b) The lease of the Site Leased Property to the Trustee pursuant to this Site Lease serves a public purpose and is in the best interests of the Authority and its residents.

(c) The execution, delivery and performance of this Site Lease by the Authority has been duly authorized by the Authority.

(d) This Site Lease is enforceable against the Authority in accordance with its terms, limited only by bankruptcy, insolvency, reorganization, moratorium and other similar laws affecting creditors’ rights generally, by equitable principles, whether considered at law or in equity, by the exercise by the State of Colorado and its governmental bodies of the police power inherent in the sovereignty of the State of Colorado and by the exercise by the United States of America of the powers delegated to it by the Constitution of the United States of America.

(e) The execution, delivery, and performance of the terms of this Site Lease by the Authority does not and will not conflict with or result in a breach of the terms, conditions or provisions of any restriction or any agreement or instrument to which the Authority is now a party or by which the Authority is bound, or constitute a default under any of the foregoing or, except as specifically provided in this Site Lease, the Lease or the Indenture, result in the creation or imposition of a lien or encumbrance whatsoever upon any of the property or assets of the Authority.

(f) There is no litigation or proceeding pending or threatened against the Authority or any other Person affecting the right of the Authority to execute, deliver or perform the obligations of the Authority under this Site Lease.

(g) No provision of the Certificates, the Indenture, the Lease or this Site Lease shall be construed or interpreted (i) to directly or indirectly obligate the Authority to make any payment in any Fiscal Year in excess of amounts appropriated for such Fiscal Year;

(ii) as creating a debt or multiple fiscal year direct or indirect debt or other financial obligation whatsoever of the Authority within the meaning of Article XI, Section 6 or Article X, Section 20 of the Colorado Constitution or any other constitutional or statutory limitation or provision; (iii) as a delegation of governmental powers by the Authority;

(iv) as a loan or pledge of the credit or faith of the Authority or as creating any responsibility by the Authority for any debt or liability of any person, company or corporation within the meaning of Article XI, Section 1 of the Colorado Constitution; or

(v) as a donation or grant by the Authority to, or in aid of, any person, company or corporation within the meaning of Article XI, Section 2 of the Colorado Constitution.

Section 4. Lease and Terms. The Authority hereby leases to the Trustee, and the Trustee hereby leases from the Authority, on the terms and conditions hereinafter set forth, the Site Leased Property, which consists of the real property and the improvements thereon, whether existing now or hereafter, described in Exhibit A attached hereto and made a part hereof, subject to Permitted Encumbrances (as defined in the Lease).

The term of this Site Lease shall commence on the date hereof and shall end on December 31, 20[__] (the “Site Lease Termination Date”); provided that, if prior to the Site Lease Termination Date, the interest of the Trustee in the Site Leased Property has been conveyed to the Authority pursuant to Article IX of the Lease, then the term of this Site Lease shall end on the date of such conveyance.

Section 5. Rent and Payment. The Authority acknowledges receipt from the Trustee as rent and payment hereunder, in full, the lump-sum of $[__________] and other good and valuable consideration for application by the Trustee pursuant to the Indenture.

Section 6. Purpose. The Trustee shall use the Site Leased Property to sublet the same to the Authority pursuant to the Lease; provided that upon the occurrence of an Event of

Nonappropriation or an Event of Default under the Lease or Event of Default under the Indenture, the Authority shall vacate the Site Leased Property as provided in the Lease, the Trustee may exercise the remedies provided in the Lease and the Indenture, and the Trustee may use or sublet the Site Leased Property for any lawful purposes.

Section 7. Owner in Fee. The Authority covenants that (a) it is the owner in fee of the Site Leased Property, subject only to Permitted Encumbrances (as defined in the Lease) and (b) the Permitted Encumbrances do not and shall not interfere in any material way with the Site Leased Property. As of the date of this Site Lease, the Authority warrants that it will not make, do, execute or suffer, any act or thing whereby the Authority’s interest in any property now or hereafter included in the Site Leased Property will be or may be impaired, changed or encumbered in any manner whatsoever except as permitted by this Site Lease and the Lease.

Section 8. Assignments and Subleases.

(a) Unless an Event of Nonappropriation or an Event of Default under the Lease shall have occurred and except as may otherwise be provided in the Lease, the Trustee may not assign its rights under this Site Lease or sublet the Site Leased Property without the written consent of the Authority.

(b) If (i) the Lease is terminated for any reason and (ii) this Site Lease is not terminated, the Trustee may sublease the Site Leased Property or any portion thereof or sell or assign its interest in this Site Lease, pursuant to the terms of the Indenture. Except as provided in this Site Lease, the Authority and the Trustee agree that, except as may otherwise be provided in the Lease, neither the Authority nor the Trustee will sell, mortgage, or encumber the Site Leased Property or any portion thereof during the term of this Site Lease.

Section 9. Right of Entry. The Authority reserves the right, so long as no Event of Nonappropriation or Event of Default shall have occurred under the Lease, for any of its duly authorized representatives to enter upon the Site Leased Property at any reasonable time to inspect the same or to make any repairs, improvements or changes necessary for the preservation thereof.

Section 10. Termination. The Trustee agrees, upon the termination of this Site Lease, to quit and surrender the Site Leased Property to the Authority, and agrees that any fixtures, permanent improvements, and structures existing as a part of the Site Leased Property at the time of the termination of this Site Lease shall remain thereon and all legal interests of the Trustee thereto shall vest in the Authority.